/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170717.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, July 17, 2017, Vol. 21, No. 197 Headlines 1018 MORRIS PARK: Hires Ortiz & Ortiz as Attorney 1550 BLUE JAY: Defaults on Payment, Seeks Chapter 7 Conversion 1776 AMERICAN: Loayzas Buying Houston Condo Unit for $36K 1776 AMERICAN: UR Properties Buying Houston Property for $416K 25-54 CRESCENT: Exclusive Plan Filing Deadline Moved to Sept. 6 5 STAR INVESTMENT: Trustee Selling South Ben Property for $22.5K 546-548 BROADWAY: Plan and Disclosures Hearing Set for August 8 A GREENER GLOBE: Trustee Wants to Obtain $2.6M Loan from Vindrauga A&D PROPANE: $28K Sale of Equipment to Superior Approved AA HOLDINGS-WINSTON-SALEM: Mainstay Buying All Assets for $2.3MM ADPT DFW: Drury Southwest Buying Columbus Property for $3-Mil. ADVANCED SOLIDS: Portable Mud Buying Truck and Trailer for $150K ADVANCED SOLIDS: Sommervilles Buying Carlsbad Property for $265K ALFRED ANGELO: Pursues Chapter 7 Liquidation, Shutters Stores ALFRED ANGELO: Voluntary Chapter 7 Case Summary ALLIANCE HOSPITALITY: City Objects to Plan Confirmation ALLIANCE SECURITY: Case Summary & 20 Largest Unsecured Creditors ALLIED ELECTRICAL: May Use Cash Collateral Through Sept. 5 AM CASTLE: Made Technical Modifications to Chapter 11 Plan AMIGO PAT TEXAS: Sale of All Assets to TWC for $6.3M Approved AMJ PLUMBING: Wants to Use TVT Capital's Cash Collateral ANJALI ENTERPRISE: Taps City Business Service as Accountant ARC LIMITED: Taps Gary Short as Legal Counsel ARCHETYPE CONSTRUCTION: Hires Platte Klarsfeld as Special Counsel ARUBA PETROLEUM: Secured Creditor Objects to Disclosures Approval ASG TECHNOLOGIES: Moody's Assigns B2 CFR; Outlook Stable ATASYS INC: Begins Enrollment for OnTrak-C Solution in Texas AURORA BIKE: Hires Baumeister Denz as Counsel AVAYA INC: Court Approves 2017 3Q-4Q Key Employee Incentive Plan BASE ARCHITECTURE: Case Summary & 20 Largest Unsecured Creditors BIG TIME HOLDINGS: Flushing Bank to Get Fully Paid Under Plan BRISTLECONE INC: Hires Paul Hastings as Special Counsel BROOKLYN INTERIORS: JPMorgan Chase to Get $1,200 Per Month CARRANO AIRCONTRACTING: July 25 Meeting Set to Form Creditors Panel CASHMAN EQUIPMENT: Aug. 14 Hearing on Vessel Sales Procedures CASHMAN EQUIPMENT: To Submit Discovery Order on Vessel Sales CGG S.A.: Wins U.S. Recognition of French Proceeding CHARLES STREET: Propel Fin'l to Get $322 Per Month for 7 Yrs at 5% CHARLES STREET: Unsecureds to Recoup 11% Under Plan CHESTON INC: May Use JPM Cash Collateral Until Sept. 30 CIBER INC: Court Approves $43.95M Settlement With Wash. SBCTC CONDO 64: May Use American Eagle's Cash Collateral Through July 23 CONSOLIDATED POULTRY: UST Wants Case Dismissed or Converted CONTINENTAL EXPLORATION: Trustee Sale of Interests in Wells Okayed CRYSTAL ENTERPRISES: Hearing on Plan Outline Set for Sept. 26 D.J. SIMMONS: Court Rejects Ch.7 Conversion Bid, Prefers Trustee DAMIAN KUTZNER: Amin Buying Newport Beach Property for $4.2M DEBORAH LYNN PARTIDA: 9th Cir. Says MVRA Overrides Bankruptcy Stay DEMCO INC: Wants to Increase DIP Financing to $1.50 Million DEVITA LOGISTICS: U.S. Trustee Unable to Appoint Committee DR. LUIS A. VINAS: Wants to Use Cash Collateral Through Aug. 31 DREAM SOURCE: U.S. Trustee Unable to Appoint Committee DURAVANT LLC: S&P Affirms 'B' CCR, Off CreditWatch Negative EARL GAUDIO: Auction Sale of Tilton Assets Approved EARTH PRIDE: Hires Trout Ebersole as Accountant EAST VILLAGE: Disclosures OK'd; Aug. 18 Plan Confirmation Hearing ENGLEWOOD WOMEN'S SERVICES: UST Wants Case Converted or Dismissed EQUITY HOLDINGS: Unsecureds to Recover 24% Over 5 Years ERIN ENERGY: Incurs $26.5 Million Net Loss in First Quarter ERIN ENERGY: Sakiru Ayoade Named Chief Executive Officer ESPLANADE HL: Sale of Round Lake Property for $1.5M Approved ETERNAL ENTERPRISE: May Use Hartford Cash Collateral Until July 31 EXPLORER HOLDINGS: S&P Affirms 'B' CCR Following Loan Add-Ons FIRST FLIGHT: May Use WF Cash Collateral Until Sept. 28 FLOUR MOUNTAIN: Has Court's Final OK to Use Cash Collateral FOTV MEDIA: Squar Milner Replaced BDO as Accountants GARBER BROS: Creditors' Panel Hires Blakeley as Counsel GARBER BROS: Sale of Remaining Inventory Approved GARDEN FRESH: Wants Exclusive Plan Filing Period Moved to Oct. 30 GARDEN OF EDEN: Exclusive Plan Filing Deadline Moved to Aug. 25 GENON MID-ATLANTIC: Has Forbearance Deal Thru Aug. 15 GFC PROPERTIES: May Use Valley National Bank's Cash Until July 31 GLOBAL TELLINK: S&P Affirms 'B' CCR, Outlook Stable GREENSTAR HOSPITALITY: Hearing on Cash Collateral Use on July 28 GRINDING MEDIA: Moody's Revises Outlook to Neg. & Affirms B2 CFR GYMBOREE CORP: Gets Final Court Nod on $370M Bankr. Financing HALCON RESOURCES: Moody's Affirms B3 Corporate Family Rating HALKER CONSULTING: Treatment of Unsecureds Revised Under New Plan HAMILTON ENGINEERING: Committee Hires Kerr Russell as Counsel HARKEY OPERATING: Hires David A. Riggi as Attorney HARRY WOODWARD: Sale of Olympia Property for $90K Approved HARTFORD, CT: S&P Cuts GO Bonds Rating to BB on Liquidity Pressure HARTWICK COLLEGE: Moody's Cuts LT Bond Rating to Ba1; Outlook Neg. HENDRIX SCHENCK: Hires Rachel S. Blumenfeld as Attorney HHGREGG INC: Exclusive Plan Filing Period Extended to Sept. 5 HIGH COUNTRY TRANSPORTATION: $600K Cash Use Stipulation Okayed HIGHGATE LTC: Creditor Representative Hires Farell as Counsel HOVNANIAN ENTERPRISES: Extends Notes Tender Offers to July 26 HTY INC: Sale of 55 Lafayette Residential Lots for $1.1M Approved HUMAN CONDITION: Sets Bidding Procedures for All Assets I-LIGHTING LLC: Wants to Complete Sale Deal with Cambridge I.O. METRO: Sale of 2010 Dool Trailer to Wilson for $1.5K Approved INDUSTRIE SERVICE: U.S. Trustee Unable to Appoint Committee J CREW GROUP: 99.85% of Outstanding Old Notes Validly Tendered JIM HANKINS AIR: Sale Motion Withdrawn After Buyer Withdrew Offer KAMA MANAGEMENT: Secured Creditor Objects to Confirmation of Plan KATY INDUSTRIES: Jansan Only Qualified Bidder, Auction Cancelled KING'S PEAK ENERGY: Wants to Use Macquarie Bank's Cash Collateral LAKEWOOD AT GEORGIA: Unsecureds to Recoup 10% Over 20 Quarters LITHIA MOTORS: Moody's Assigns Ba1 Corporate Family Rating LODGE HOLDINGS: Ch. 11 Trustee Selling All Assets to CBC for $1M LOUISIANA CRANE: Cerny Real Estate Objects to Plan Confirmation MAGNUM MOVERS: Disclosures OK'd; Plan Hearing on Aug. 14 MARINA BIOTECH: Continues to Issue Warrants to Buy 111,308 Shares MARTIN'S VIEW: Case Summary & 4 Unsecured Creditors MED-X TRANS: UST Wants MORs Filed, Case Dismissed or Converted MICHAEL ROBINSON: Sale of Irving Property Approved MICHAEL ROBINSON: Sale of Irving Property Approved MIDCONTINENT COMMUNICATIONS: S&P Cuts Unsecured Debt Rating to 'B' MOORINGS REGENCY: U.S. Trustee Unable to Appoint Committee MT. OLIVE BAPTIST: Case Summary & 11 Unsecured Creditors MUNCIE INDIANA: Aug. 8 Online Auction of Red Carpet Assets OK'd NATIONAL TRUCK: Selling Used Trucks to Upgrade Truck Fleet NETWORK SERVICES: Wants Exclusive Plan Filing Extended to Nov. 15 NEW CAL-NEVA: Unsecs. to Recoup 100% Under Ladera Liquidation Plan NORTH BEACHES: Can Enter into Paradise Valley Lease Agreement OAKS OF PRAIRIE: May Use ISB Cash Collateral Through July 31 OCONEE REGIONAL: Sale of All Assets to Navicent Approved OHIO VALLEY HOSP: Moody's Lowers $24MM Debt Rating to Caa1 OLMOS EQUIPMENT: Timms Buying San Antonio Property for $200K OPT CO: Hires Strategic Points as Accountant PACE DIVERSIFIED: Hires Walsworth WFBM as Special Counsel PALISADES PARK: August 8 Disclosure Statement Hearing PANDA TEMPLE: Wants Exclusive Plan Filing Period Moved to Nov. 13 PARAGON SHIPPING: Fails to Comply with OTC Markets Bid Price Rule PATRICK ADAMS: Jeanne Blanton Buying Health Property for $159K PEARL ALLEN: Hires Keller Williams as Real Estate Broker PHILIP CANTWELL: $730K Sale of Huntington Beach Property Okayed PLAIN LEASING: Court OKs Stipulation to Use BoH Cash Collateral PRATT WELL: Unsecureds to Get Nothing Under Plan QUICK CARS: Wants to Access Auto Use, et al.'s Cash Collateral ROBINSON OUTDOOR: US Trustee Wants Case Dismissed or Converted RUE21 INC: Janaf Shopping, et al., Try to Block Disclosures OK RUE21 INC: MP Elko, et al., Object to Approval of Plan Outline RUE21 INC: Plan Outline Lacks Info, DDR Corp., et al., Complain SANDERS ELITE: Has Court's Final OK to Use Cash Collateral SAVVAS GIANASMIDIS: Frances Buying Roslindale Condo Unit for $450K SEARCHMETRICS INC: Court Intends to Dismiss Bankruptcy Case SHORT BARK: July 18 Meeting Set to Form Creditors' Panel SKIP BARBER RACING: July 26 Auction of All Assets Approved SKIP BARBER: Hires Capital Research as Financial Advisor SKY HARBOR: Case Summary & 4 Unsecured Creditors SOLID LANDINGS: U.S. Trustee Forms Four-Member Committee SPANNY CLEANERS: Case Summary & 4 Unsecured Creditors SPEED LUBE: Selling Iowa, Indiana and Illinois Properties for $1.1M STEREOTAXIS INC: Files 2016 Conflict Minerals Report STEVEN DAVIS: Selling ForthWorth Property to D. Shephard for $180K TAKATA CORP: Taps Prime Clerk as Claims Agent TAR HEEL: Trustee's Sale of 2010 Nissan Rogue for $8K Approved TAR HEEL: Trustee's Sale of Tanks, Equipment for $5K Approved TECHNOLOGY WAY: Asks for Court's OK to Use Cash Collateral TMT PROCUREMENT: UST Trustee Wants Case Converted or Dismissed TOP SHELV: Case Summary & 20 Largest Unsecured Creditors TRAILER VAN: Crim to Recover 100% Under Plan TRIAL GUARANTY: Files Joint Plan of Reorganization TRUE RELIGION: Hires Maeva Group as Financial Advisor TRUE RELIGION: Hires Pachulski Stang as Bankruptcy Counsel TRUE RELIGION: Hires Prime Clerk as Claims and Noticing Agent TUGG TRUCKING: Disclosures OK'd; Plan Hearing on Sept. 7 UNIVERSAL SOFTWARE: Unsecureds to Recover 5% Under Liquidation Plan US DATAWORKS: Sale of Office Assets to TBB for $1.8M Approved VANDERHALL EXOTICS: Hires Nima Taherian as Counsel VANGUARD NATURAL: Court Approves Settlement With Encana Oil VAUGHAN FITNESS: Unsecureds May Get $250 Per Month for 5 Yrs. VIGNAHARA LLC: Unsecureds to Recover 100% Under Plan WESTECH CAPITAL: Ch. 11 Trustee Seeks Chapter 7 Conversion WILLIAM LYLE: Gregg Ray Buying Valdosta Property for $325K WILLIAM LYLE: Sunshine Holdings Buying Cairo Property for $200K WILLIAMSTON COMMUNITY SD: Moody's Cuts $38.4M GO Debt Rating to Ba1 WIREPATH LLC: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable WORDSWORTH ACADEMY: Has Court's Interim Nod to Use M&T Bank's Cash WORLD IMPORTS: Disclosures OK'd; Plan Hearing on Aug. 23 WP DELUXE: Moody's Assigns B3 CFR; Outlook Stable WRAP MEDIA: Sale of All Assets to BrunoCo for $1.65MM Approved [^] BOND PRICING: For the Week from July 10 to 14, 2017 ********* 1018 MORRIS PARK: Hires Ortiz & Ortiz as Attorney ------------------------------------------------- 1018 Morris Park Ave. Realty Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Ortiz & Ortiz, L.L.P., as attorney to the Debtor. 1018 Morris Park requires Ortiz & Ortiz to: (a) perform all necessary services as Debtor's counsel that are related to the Debtor's reorganization and the bankruptcy estate; (b) assist the Debtor in protecting and preserving the estate assets during the pendency of the Chapter 11 case, including the prosecution and defense of actions and claims arising from or related to the estate and the Debtor's reorganization; (c) prepare all documents and pleadings necessary to ensure the proper administration of its case; and (d) perform all other bankruptcy-related necessary legal services. Ortiz & Ortiz will be paid at these hourly rates: Partners $450 Associates $325 Paralegal $75 Ortiz & Ortiz will be paid a retainer in the amount of $10,000. Ortiz & Ortiz will also be reimbursed for reasonable out-of-pocket expenses incurred. Norma E. Ortiz, partner of Ortiz & Ortiz, L.L.P., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Ortiz & Ortiz can be reached at: Norma E. Ortiz, Esq. ORTIZ & ORTIZ, L.L.P. 32-72 Steinway Street, Suite 402 Astoria, NY 11103 Tel. (718) 522-1117 About 1018 Morris Park Ave. Realty Inc. 1018 Morris Park Ave. Realty Inc., based in Yonkers, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-11524) on June 2, 2017. The Hon. Sean H. Lane presides over the case. Norma E. Ortiz, Esq., at Ortiz & Ortiz, L.L.P., serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Manuel B. Vidal Jr., president. 1550 BLUE JAY: Defaults on Payment, Seeks Chapter 7 Conversion -------------------------------------------------------------- 1550 Blue Jay Way, LLC, will appear before the Bankruptcy Court in Santa Ana, California, on July 26, 2017, at 10:00 a.m., to seek conversion of its Chapter 11 case to a liquidation under Chapter 7 of the Bankruptcy Code. Blue Jay tells the Court its chapter 11 case has been pending now for over six and one half months with the Debtor making little-to-no progress in the case at all, let alone toward any plan confirmation. The Debtor notes its monthly operating reports show no income, no expenses, and virtually no activity. The Debtor also notes that, during the same period, its secured obligation to Genesis Capital, LLC grows at a rate of $1,684 per day due to accrued and unpaid interest. The Debtor says its only accomplishment in Chapter 11 has been the hiring of a real estate broker, who was eventually retained on March 21, 2017 and has apparently been unsuccessful in finding a buyer for the primary asset of this case: real property located at 1550 Blue Jay Way, Los Angeles, California 90069. As a last ditch effort to reverse the Debtor's dilatory conduct in the chapter 11 case, DJ and Genesis entered into the Adequate Protection Stipulation with the Debtor, which provided for conversion to chapter 7 upon the Debtor's default on the payment terms. Despite the Debtor's representation that adequate protection payments were forthcoming, the Debtor has failed to make any payments and conversion is now warranted. About 1550 Blue Jay Way 1550 Blue Jay Way, LLC, a Delaware Limited Liability Company, of Newport Beach, California, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-15171) on Dec. 22, 2016. The Debtor disclosed $1 million to $10 million in assets and liabilities at the time of the filing. Its primary asset is a real property located at 1550 Blue Jay Way, Los Angeles, California 90069. The petition was signed by Jeffrey Yohai, managing member of Baylor Holding, LLC. The Hon. Catherine E. Bauer presided this case. The Debtor is represented by Marc C. Forsythe, Esq. of Goe & Forsythe, LLP. The Debtor hired Douglas Elliman of California, Inc., as real estate broker. 1776 AMERICAN: Loayzas Buying Houston Condo Unit for $36K --------------------------------------------------------- 1776 American Property IV LLC and affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of APRF SP1-1, LLC's condominium unit 1204, 6001 Reims Road, Houston, Texas, to Michael Loayza and Maria Cristina Loayza for $36,400. A hearing on the Motion is set for Aug. 14, 2017. Objections, if any, must be filed within 21 days of the date of service. Collectively, as of the Petition Date, the Debtors owned 116 rental single family homes/apartment units, five single family homes, and 76 vacant lots. In addition, debtors 1776 IV, 1776 V, 1776 VII and 1776 VIII hold promissory notes and profit sharing arrangements with various builders on approximately 58 lots. APRF owns 24 apartment/condominium units at in the Sharpstown area of Houston, Texas, and six tracts of land. APRF and the Purchaser entered into Residential Condominium Contract for the sale of the Property and the parties are ready to close on Aug. 1, 2017. The Property is not subject to a mortgage. The proposed sales price is $36,400. The unit would commonly be classified as a Class C property. The net sales proceeds will be deposited into the APRF's DIP account. The Property will be sold, transferred and conveyed free and clear of liens, claims, and encumbrances. All liens will attach to the proceeds of the sale or be paid through the closing by the title company. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/1776_American_211_Sales.pdf The Debtors ask the Court to authorize the payment of (i) the 2016 and pro-rata 2017 ad-valorem property taxes owed on the Properties at the closing; (ii) any other secured claim on the property, including past due HOA assessments and fees; and (iii) such normal and customary closing costs and fees. All things considered, the Debtors believe that the unit is being sold for the highest and best price. The Purchasers can be reached at: Michael and Maria Cristina Loayza 22327 Unicorns Horn Ln. Katy, TX 77449 About 1776 American Properties IV 1776 American Properties IV LLC and its 12 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30422) on Jan. 27, 2017. The petitions were signed by Jeff Fisher, director. 1776 American Properties IV estimated assets of $1 million to $10 million and liabilities of less than $50,000. The cases are assigned to Judge Karen K. Brown. Josh T. Judd, Esq., at Andrews Myers PC, serves as the Debtors' bankruptcy counsel. No trustee or examiner has been appointed in the bankruptcy cases and no official committee of unsecured creditors has been established. 1776 AMERICAN: UR Properties Buying Houston Property for $416K -------------------------------------------------------------- 1776 American Properties IV, LLC, and affiliates, ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of 1776 American Properties V, LLC's unimproved real property located at 1223 W. 16th Street, Houston, Texas, also known as TR 378D, Shady Acres Extn. Section 3, to UR Properties I LP and/or assigns for $416,100. A hearing on the Motion is set for July 31, 2017 at 10:30 a.m. Objections, if any must be filed within 21 days from the date of service. Collectively, as of the Petition Date, the Debtors owned 116 rental single family homes/apartment units, five single family homes, and 76 vacant lots. In addition, Debtors 1776 IV, 1776 V, 1776 VII and 1776 VIII hold promissory notes and profit sharing arrangements with various builders on approximately 58 lots. 1776 V owns one home, 16 tracts of land and approximately 40 subordinated second liens on properties being developed by third party contractors. Except for the sale of assets, 1776 V has no other source of revenue during the pendency of these bankruptcy cases. It owns the Property. 1776 V and the Purchaser entered into Residential Contract for the sale of the Property, with a 30 day feasibility period ending July 10, 2017. On July 7, 2017, the Purchaser waived the remaining feasibility period, and the parties seek to close on the transaction on July 24, 2017. The Property is not subject to a mortgage. The Property will be sold, transferred and conveyed "as is" and free and clear of liens, claims, and encumbrances. All liens will attach to the proceeds of the sale or be paid through the closing by the title company. The net sales proceeds will be deposited into 1776 V's DIP account. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/1776_American_210_Sales.pdf 1776 V is represented by RE/MAX Executives and David Hashem in the transaction. The Purchaser is represented by Cruz Sanchez with WWW.Urban Inc. Pursuant to the Order Authorizing Application to Remax, 1776 V asks approval of the 3% commission to Remax and the corresponding 3% commission to the Purchaser's broker at closing. The Debtors ask the Court to authorize them to pay (i) the 2016 and pro-rata 2017 ad-valorem property taxes owes on the Property at the closing; (ii) any other secured claim on the Property, including past due HOA assessments; and (iii) such normal and customary closing costs and fees. The Debtors further ask the Court to waive any 14-day stay imposed by Bankruptcy Rules 6004 and 6006. The Purchaser can be reached at: UR PROPERTIES 1 LP 5023 Washington Ave. Houston, TX 77007 Telephone: (713) 868-7226 Facsimile: (713) 868-7239 E-mail: vramani@urbanliving.com The Purchaser's broker can be reached at: Cruz Sanchez WWW.URBAN INC. 5023 Washington Ave. Houston, TX 77007 Telephone: (281) 771-7898 Facsimile: (713) 868-7239 E-mail: csanchez@urbanliving.com About 1776 American Properties IV 1776 American Properties IV LLC and its 12 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30422) on Jan. 27, 2017. The petition was signed by Jeff Fisher, director. 1776 American Properties IV estimated assets of $1 million to $10 million and liabilities of less than $50,000. The cases are assigned to Judge Karen K. Brown. Josh T. Judd, Esq., at Andrews Myers PC serves as the Debtors' bankruptcy counsel. Prior to the Petition Date, the Debtors each retained Erich Mundinger to serve as Vice President and Chief Restructuring Officer. To date, no trustee or examiner has been appointed in the bankruptcy cases and no official committee of unsecured creditors has been established. 25-54 CRESCENT: Exclusive Plan Filing Deadline Moved to Sept. 6 --------------------------------------------------------------- The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York has extended, at the behest of 25-54 Crescent Realty LLC, the exclusive period to file a plan of reorganization through and including Sept. 6, 2017, and the time to confirm the plan through and including Nov. 6, 2017. As reported by the Troubled Company Reporter on May 25, 2017, the Debtor requested the extension in order to avoid the premature formulation of a Chapter 11 plan that fails to take into account critical business and operational factors that the Debtor has not yet been able to adequately evaluate. The Debtor also believes that the requested extension will allow it to liquidate its assets over the next several months, which will better enable the Debtor to make determinations regarding its plan of reorganization, which would include sale of its real estate and obtaining a DIP financing. About 25-54 Crescent Realty Headquartered in Astoria, New York, 25-54 Crescent Realty LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 17-40560) on Feb. 8, 2017, disclosing $4.55 million in total assets and $3.25 million in total liabilities. The petition was signed by Petros Konstantelos, member. Judge Carla E. Craig presides over the case. The Debtor is represented by Peter Corey, Esq., at Macco & Stern, LLP. The Debtor has hired Shaw Country Realty as real estate broker; and Voro LLC as broker to market certain residential real property located at 25-28 Crescent Street, Astoria, NY 11102. No creditors' committee has been appointed by the Office of the U.S. Trustee. 5 STAR INVESTMENT: Trustee Selling South Ben Property for $22.5K ---------------------------------------------------------------- Douglas R. Adelsperger, Trustee of 5 Star Investment Group, LLC, and affiliates, asks the U.S. Bankruptcy Court for the Northern District of Indiana to authorize the private sale of real estate commonly known as 1915 The Real Estate Avenue, South Bend, St. Joseph County, Indiana, to South Bend 7, LLC for $22,500. Prior to the Petition Date, debtor 5 Star Investment Group III, LLC, was the sole owner of Real Estate. The real estate is subject to a tax lien for delinquent real estate taxes that have accrued for 2014 through 2016 and real estate taxes that will accrue for 2017. The Real Estate is also subject to these Investor Mortgages: a. A first priority mortgage in favor of Paul Eicher dated April 25, 2011. The Eicher Mortgage was recorded on May 12, 2011 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1112632. b. A second priority mortgage in favor of Anna Marie Stutzman dated Aug. 23, 2011. The Stutzman Mortgage was recorded on Sept. 15, 2011 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1123796. c. A third priority mortgage in favor of John D. Graber dated Dec. 2, 2013. The Graber Mortgage was recorded on Dec. 12, 2013 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1337243. On July 10, 2017, the Trustee entered into the Purchase Agreement for the sale of the Real Estate to the Purchaser for the total purchase price of $22,500. The Tiffany Group has agreed to waive its commission on the sale of the Real Estate. The Purchase Agreement provides for the sale of the Real Estate, free and clear of all liens, encumbrances, claims and interests. It also provides that any portion of the Tax Lien that represents delinquent real estate taxes, including real estate taxes that have accrued for 2014 through 2016, will be paid in full at closing. In addition, the Purchase Agreement provides that any portion of the Tax Lien that represents 2017 real estate taxes will be prorated as of the date immediately prior to the date of closing. Moreover, it provides that any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions will be prorated as of the date immediately prior to the date of closing. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/5_Star_349_Sales.pdf Although the Trustee is still in the process of liquidating the assets of the Consolidated Bankruptcy Estate, it appears that the assets will fall short of paying the plethora of claimants. Unfortunately, under these circumstances, no distribution method can possibly compensate all the investors/creditors fully for their losses. In order to ensure the fair and equitable treatment of all investors/creditors in these bankruptcy cases, the Trustee proposes to sell all real estate free and clear of investor mortgages, with the liens to attach to the proceeds until further order of the Court. The Trustee anticipates that the resolution of how the funds should be distributed will be raised in the future pursuant to either a chapter 11 plan and/or separate actions. At such time, all parties can be heard on how the proceeds from the sale of the Real Estate secured by the Investor Mortgages should be distributed. The Trustee submits that the proposed sale pursuant to the Purchase Agreement will accomplish a "sound business purpose" and will result in the maximized value for the Real Estate. The Trustee believes, based on the advice of the Tiffany Group, that the purchase price of $22,500 reflects the combined fair market value of the Real Estate, and it therefore maximizes recovery. Accordingly, the Trustee asks the Court to enter an Order authorizing him, on behalf of the Consolidated Bankruptcy Estates, to (i) sell the Real Estate to the Purchaser pursuant to the terms and conditions of the Purchase Agreement free and clear of all liens, encumbrances, claims and interests; (ii) disburse from the sale proceeds, first to pay the costs and expenses of the sale, second to pay all real estate taxes and assessments outstanding and unpaid at the time of the sale, including the Tax Lien, and third to pay the prorated portions for any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions; and (iii) retain the excess proceeds from the sale until further order of the Court. The Trustee asks the Court to waive the requirements of Bankruptcy Rule 6004(h) in order to allow the Trustee to timely and expeditiously consummate the proposed sale. The Purchaser can be reached at: SOUTH BEND 7, LLC c/o Leo Hefner 5500 Grossmont Center Drive, Suite 440-2423 La Mesa, CA 91942 About 5 Star Investment Group On Nov. 5, 2015, the U.S. Securities Exchange Commission ("SEC") filed a complaint against Earl D. Miller, 5 Star Capital Fund, LLC and 5 Star Commercial, LLC, in the United States District Court for the Northern District of Indiana, Hammond Division ("SEC Action"). In its complaint, the SEC alleged that Miller, 5 Star Capital Fund, and 5 Star Commercial defrauded at least 70 investors from whom they raised funds of at least $3,900,000. Additionally, on Nov. 5, 2015, the SEC obtained an ex parte temporary restraining Order, asset freeze and other emergency relief in the SEC Action. 5 Star Investment Group and its 10 affiliates owned by Eardl D. Miller sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star estimated its assets at up to $50,000 and its liabilities between $1 million and $10 million. The cases are assigned to Judge Harry C. Dees, Jr. The Debtors' counsel was Katherine C. O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois. On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter 11 trustee in each of the bankruptcy cases. On March 23, 2016, the Court entered an order consolidating the bankruptcy cases for purposes of administration only. On June 24, 2016, the Court entered its agreed order granting the Trustee's Motion for substantive consolidation, substantively consolidating the Debtors' bankruptcy cases for all postpetition matters and purposes, effective as of the Petition Date, and deeming that all assets and liabilities of the bankruptcy cases to be consolidated into one bankruptcy estate, to be administered in accordance with the Bankruptcy Code under the jurisdiction of the Court ("Consolidated Bankruptcy Estate"). On July 21, 2016, the Court entered order granting application to employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy estates' broker. The Trustee's attorneys: RUBIN & LEVIN, P.C. Meredith R. Theisen Deborah J. Caruso John C. Hoard James E. Rossow, Jr. Meredith R. Theisen 135 N. Pennsylvania Street, Suite 1400 Indianapolis, Indiana 46204 Tel: (317) 634-0300 Fax: (317) 263-9411 E-mail: dcaruso@rubin-levin.net johnh@rubin-levin.net jim@rubin-levin.net mtheisen@rubin-levin.net 546-548 BROADWAY: Plan and Disclosures Hearing Set for August 8 --------------------------------------------------------------- Judge Rosemary Gambardella of the U.S. Bankruptcy Court for the District of New Jersey conditionally approved 546-548 Broadway Condo Association's small business disclosure statement explaining its plan of reorganization, dated June 30, 2017. August 1, 2017, is fixed as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan. August 1, 2017, is fixed as the last day for filing written acceptances or rejections of the Plan. A hearing shall be held on August 8, 2017, at 11:00 a.m. for final approval of the Disclosure Statement and for confirmation of the Plan before the Honorable Rosemary Gambardella, United States Bankruptcy Court, District of New Jersey, 50 Walnut St., Newark, NJ 07102 in Courtroom 3E. About 546-548 Broadway 546-548 Broadway Condo Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-33683) on December 13, 2016. Middlebrooks Shapiro, P.C. serves as the Debtor's legal counsel. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $100,000. A GREENER GLOBE: Trustee Wants to Obtain $2.6M Loan from Vindrauga ------------------------------------------------------------------ Russell Burbank, the Chapter 11 trustee for A Greener Globe, asks the U.S. Bankruptcy Court for the Eastern District of California to authorize him to (i) enter into the Loan and Option Agreement with Vindrauga Corp. to obtain $2.6 million postpetition financing; (ii) grant liens and security interests; and (iii) sell the two contiguous parcels of real property located in Roseville, California, pursuant to the Option Agreement. A hearing on the Motion is set for Aug. 22, 2017 at 10:30 a.m. The Debtor owns the real property at 901 and 903 Galleria Blvd., Roseville, California ("Real Property"). It leases a portion of the Real Property to Green Acres Nursery & Supply, LLC for the operation of a nursery. Another portion of the Real Property is a covered landfill, which may present significant environmental issues to potential purchasers. These entities assert these secured interests with respect to the Real Property: a. Placer County Tax Collector holding a statutory lien against the Real Property for outstanding real property taxes, in the estimated amount of $60,000; b. Western Highland Mortgage Fund I, LLC asserts first and second deeds of trust against the Real Property, in the estimated amount of $1,141,157; c. James R. Walsh asserts a third deed of trust against the Real Property, in the estimated amount of $415,000; d. Richard Steffan asserts a fourth deed of trust against the Real Property, in the estimated amount of $145,000; and e. The Water Resources Board asserts two judgment liens junior to the deeds of trust against the Real Property, in the estimated amount of $907,000. The Trustee believes that a large portion, if not all, of the Water Resources Board's judgment liens may be avoidable as a preference. The deeds of trust of Daniel G. Sheehan and Jacklyn C. Sheehan against the Landfill have been avoided pursuant to Civil Minute Order approving a settlement between the Trustee and the Sheehans. The proposed payment to Western will be a final payment in full satisfaction of all obligations due Western. The proposed payments to Walsh and Steffan will be interim payments subject to the Trustee's rights to surcharge their collateral. The most recent preliminary title report noted that the deeds of trust held by Robb Hewitt and Weintraub Tobin Chediak Coleman Grodin Law Corp. affect the prior master lessee's leasehold interest which has been mutually terminated between the lessor and the lessee that arose out of a leasehold interest between Capitol Waste and the Debtor. On Feb. 10, 2009, Weintraub recorded a Subordination Agreement with the Placer County recorder (Instrument No. 2009-0009601) by which the Third Hewitt Deed of Trust was subordinated to the Weintraub Deed of Trust. Pursuant to the Settlement Agreement effective as of Jan. 11, 2013, Capitol Waste specifically and generally releases any and all interest of any kind in either the Property defined as the Real Property and the Lease imposed on the Property by the 2006 Judgment, and acknowledges that the Lease is no longer in effect. Consistent with the Settlement Agreement, Capitol Waste executed an Acknowledgment of Satisfaction of Judgment deeming the 2006 Judgment to be fully satisfied. On Jan. 23, 2013, the Satisfaction of Judgment was filed in the lawsuit in which the 2006 Judgment was entered. On Feb. 25, 2013, the Satisfaction of Judgment was recorded with the Placer County recorder (Instrument No. 2013-0017866) by the Debtor. On April 18, 2013, a Memorandum of Settlement and Lease Termination was recorded with the Placer County recorder (Instrument No. 2013-0037327) by the Debtor. Notwithstanding the release by Capitol Waste of any leasehold interest in the Real Property, neither Hewitt nor Weintraub have released their deeds of trust against that leasehold interest in the Real Property. Under California law, a leasehold mortgagee loses its security if a tenant's lease is terminated so any and all interest of Capitol Waste in the Real Property was released in January 2013 pursuant to the Settlement Agreement and the recorded Satisfaction of Judgment. As of January 2013, Capitol Waste no longer has any interest in the Real Property and all of Hewitt's and Weintraub's security interests in Capitol Waste's leasehold interest in the Real Property, as evidenced by their respective deeds of trust, also were extinguished. The Trustee has attempted to sell the Real Property without performing an Environmental Study to evaluate what may be contained within the Landfill so potential bidders can evaluate their risks in purchasing the Real Property. He has employed Wallace-Kuhl & Associates ("WKA") to perform the Environmental Study. On June 2, 2017, WKA submitted a work plan for the Environmental Study to the Water Resources Board. The Trustee expects that work plan to be approved shortly. WKA expects to be ready to commence the actual environmental investigation on the Landfill by mid-August. If the Environmental Study is to be completed this year, WKA needs to commence the Environmental Testing soon, so the Environmental Testing can be completed prior to the rainy season starting in late 2017. The Trustee has been trying to obtain funds for the Environmental Testing and the Environmental Study. To date, such efforts are unsuccessful, other than through the Transaction. The Trustee is unable to obtain the additional funds needed for the Environmental Study in the form of unsecured credit or unsecured debt allowable. On March 13, 2017, the Court authorized the Trustee to employ Business Debt Solutions, Inc., doing business as Business Capital ("BIZCAP") to identify and consummate one or more transactions with lenders interested in providing financing to pay off the estate's current secured creditors. Since its employment, BIZCAP has reached out to numerous potential lenders to obtain a loan to the estate to provide funds to pay current secured creditors. To date, the only potential lender to propose a loan is the Lender. The Trustee proposes, subject to overbidding, to the use the Real Property other than in the ordinary course of business and sell it free and clear of liens pursuant to the Option Agreement ("Transaction") with the Lender to immediately borrow $2.6 million ("Chapter 11 Loan"), secured by a lien on the estate's Real Property subject only to unpaid real property taxes, to pay (i) all the current secured creditors except the Central Valley Regional Water Quality Control Board ("Water Resources Board") and (ii) for the Environmental Study of the Landfill and other administrative expenses. The Trustee believes that the Chapter 11 Loan will pay the secured claims of Western, Walsh and Steffan as well as provide funds to pay administrative expenses of the estate, including the Environmental Study and, if the Option is not exercised, to conduct an auction of the Real Property either through a motion or a plan process. The Trustee believes that the Water Resources Board will consent to having its security interests in the Real Property subordinated to the deed of trust to be granted to Lender to secure the Chapter 11 Loan. The Lender is willing to enter into the Chapter 11 Loan only if Lender also is granted an Option to purchase the Real Property free and clear of liens for $3.2 million, with the Option to be exercised on the later of Dec. 31, 2017, or 60 days after the Lender receives the Environmental Study. The Transaction will be subject to overbid at the hearing to approve the Motion, but there will be no further overbidding or additional Court approval if the Option is exercised. The salient terms of the Transaction are: a. Chapter 11 Loan: The Lender will lend the estate $2.6 million secured by a deed of trust against the Real Property and all associated easements, licenses and other real and personal property interests subordinated only to: (i) easements and similar matters to be approved by the Lender in its sole discretion; and (ii) unpaid real property taxes. The Chapter 11 Loan will have a $26,000 loan fee deducted from the loan proceeds. The Chapter 11 Loan will accrue interest at an annual rate of 12%. Monthly interest payments of $10,000 will be paid, with additional interest compounding monthly. The Trustee acknowledges that this will result in negative amortization. The Chapter 11 Loan will be due two years after funding or upon dismissal or conversion of the Debtor's case. The funding of the Chapter 11 Loan is conditioned upon the entry of an order approving the Transaction and the Approval Order becoming final, unless finality is waived by the Trustee and the Lender. The proposed Chapter 11 Loan does not contain any of the provisions described in Local Bankruptcy Rule 4001-1(c)(5). b. Option Agreement: Concurrent with the funding of the Chapter 11 Loan, the Lender will have the option to purchase the Real Property and all associated easements, licenses and other real and personal property interests for $3.2 million free and clear of liens. The Option needs to be exercised on the later of Dec. 31, 2017, or 60 days after the Lender receives the Environmental Study. Neither the Option nor the sale of the Real Property to Lender will be subject to overbid once the Approval Order has been entered. The Approval Order will authorize the Trustee to close the sale of the Real Property to Lender or its assignee pursuant to the Option and Purchase and Sale Agreement without further order of the Court if the Option is exercised by the Lender or its assignee. c. Bidding Procedures for the Transaction: i. Overbidding on the Transaction will take place at the hearing to approve the Motion. ii. The initial overbid must provide for: (i) a $2.6 million loan to the estate on terms at least as favorable as those provided by the Lender; (ii) an option to purchase the Real Property for at least $3,500,000 on the later of Dec. 31, 2017, or 60 days after the overbidder receives the Environmental Study; and (iii) any break-up fee approved by the Court. Thereafter, bid increments will be $100,000. iii. All due diligence by any potential overbidder must be completed prior to the potential overbidder making a bid. iv. Bid Deadline: Aug. 15, 2017 at 5:00 p.m. (PDT) v. Deposit: payable to the Trustee in an amount equal to $350,000 vi. Notification of Potential Overbidders: Aug. 17, 2017 at 5:00 p.m. (PDT) vii. Hearing: Aug. 22, 2017, at 10:30 a.m. viii. If an overbid is successful, the deposit by the successful overbidder will be non-refundable and will be used as part of the $2.6 million loan to be provided to the estate by the Overbidder. The Trustee has agreed to grant a security interest in the Real Property under the Loan and Option Agreement to secure the Chapter 11 Loan. To the extent the security interest granted under the Loan and Option Agreement can be viewed as priming junior secured creditors, the Trustee believes such creditors will consent to the priming of their liens. The Trustee believes that the terms of the Transaction are the best available and are fair and reasonable under the circumstances, reflect the Trustee's exercise of prudent business judgment consistent with his fiduciary duty to the estate, and are supported by reasonably equivalent value and fair consideration. The Transaction has been negotiated in good faith and at arm's length between the Lender and the Trustee. Accordingly, the Trustee asks the Court to approve the requested relief. About A Greener Globe A Greener Globe is a California corporation qualified to do business as a non-profit public benefit corporation. Incorporated on December 7, 1993, the Debtor was formed to operate recycling centers, provide educational materials and information on conservation and recycling, and provide employment for physically and mentally challenged individuals. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21900) on March 28, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by W. Steven Shumway, Esq. On June 14, 2015, the court approved the Office of the U.S. Trustee's appointment of Russell K. Burbank as the Chapter 11 trustee. The trustee tapped Felderstein Fitzgerald Willoughby & Pascuzzi LLP as legal counsel, and Burr, Pilger Mayer, Inc., as his accountant. No official committee of unsecured creditors has been appointed in the case. A&D PROPANE: $28K Sale of Equipment to Superior Approved -------------------------------------------------------- Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas authorized A&D Propane, Inc.'s sale of (i) one Viking Wash & Blast System CG40R Propane Tank Washer; (ii) one Viking Wash & Blast System GC110 Propane Tank Shot Blaster with dust collector; (iii) one Viking Wash & Blast System Propane Tank Manual Paint Booth; and (iv) one Generac 80kw Propane 3 Phase Generator Model QT08046JVAX 4.6 litre, V-8, 3600 RPM, to Superior Energy Systems for $27,500. These secured creditors will be paid directly by Superior Energy Systems at closing: a. Unifi Finance will receive the sum of $23,000 from the sale of the Wash & Blast Systems leaving a general, unsecured deficiency balance of $30,033; and b. Direct Capital will receive the sum of $4,500 from the sale of the generator leaving a general, unsecured deficiency balance of $21,487. c. Neither the IRS nor CAN Capital Merchant Services, Inc. will receive any funds from the sale of this equipment. A bill of sale or any other necessary document, if appropriate, will be used to convey this equipment. The sale approved in the Order will be free and clear of all liens, claims, and encumbrances. The President of the Debtor is authorized to sign all documents necessary to complete the sale. About A&D Propane Based in Huntsville, Texas, A&D Propane, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-31502) on March 7, 2017. Robert Dobyns, president, signed the petition. In its petition, the Debtor disclosed $883,060 in assets and $1.56 million in liabilities. The Hon. Jeff Bohm presides over the case. Julie M. Koenig, Esq., at Cooper & Scully, PC, serves as bankruptcy counsel. Bryan Brassell of Padgett Business Services was tapped by the Debtor to prepare its tax returns. AA HOLDINGS-WINSTON-SALEM: Mainstay Buying All Assets for $2.3MM ---------------------------------------------------------------- AA Holdings-Winston-Salem, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of North Carolina to sell substantially all of its assets to Mainstay Financial Services, LLC, for $2,250,000. A hearing on the Motion is set for July 26, 2017 at 9:30 a.m. (EST). On Sept. 22, 2016, the sole member of the Debtor, Clifford E. Hemingway, unexpectedly passed away. Atty. David T. DuFault with Sodoma Law, P.C., has been appointed Administrator CTA of the Estate of Clifford E. Hemingway, Estate File No. 16-E-3443, in the Office of the Clerk of Superior Court of Mecklenburg County, North Carolina. The Debtor owns a real property located at 2900 Reynolds Park Rd., in Winston-Salem, Forsyth County, North Carolina. Located on the Property is an adult care home currently or formerly known as "Cornerstone Living Center." The Property is grandfathered for purposes of Certificate of Need law with the State of North Carolina, and as such, the Debtor, as the real property owner, holds rights to the Certificate of Need ("CON") for 121 beds associated with the Facility. Said rights to the CON are property of the bankruptcy estate. The Assets are encumbered by two Deeds of Trust. The senior secured creditor is Bank of the Ozarks, successor in interest to First National Bank, as it is the beneficiary of that certain Deed of Trust registered at Book 2700, Page 4488 of the Forsyth County Register of Deeds. The junior secured creditor is Cardinal Health as it is beneficiary of that certain Deed of Trust registered at Book 3158, Page 821 of the Forsyth County Register of Deeds. The Debtor listed the Cardinal Lien as disputed as it believes that the granting of the Deed of Trust could be avoided under 11 U.S.C. Sections 544, 548 and 550. Furthermore, as the Ozarks Lien fully encumbers the Property, the Cardinal Lien fails to attach to any equity in the Property. The Bank of the Ozarks consents to the sale of the Assets. As to the Cardinal Lien, for the avoidance of further expense and litigation (i.e. the prosecuting of an adversary proceeding), the Debtor has discussed a cost of litigation settlement with Cardinal Health in which the pertinent parties stipulate to an amount to be furnished to Cardinal Health from the sale proceeds. On Feb. 28, 2017, the Debtor entered into the Asset Purchase Agreement with the Purchaser for the sale of substantially all of the Debtor's personal property, the Property and the rights to the CON for $2,250,000. The Debtor proposes to sell the Assets to the Purchaser free and clear of any and all liens, claims, encumbrances and interests. A full-text copy of the Asset Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/AA_Holdings_11_Sales.pdf The Debtor asks that the Court, with the consent of Bank of the Ozarks, will surcharge the fees and costs associated with the sale contemplated as (i) said fees and costs were necessary, (ii) the amounts expended were reasonable, and (iii) the expenditure conferred a direct benefit on all parties in interest. Given the current condition of the Assets to be purchased, the Debtor has determined that the purchase price of $2,250,000 is fair and reasonable for the transfer of the Assets, and as such, the Debtor agreed to accept the Purchaser's offer as the proposed sale to the Purchaser will yield the best net return to creditors under the current circumstances. Bank of the Ozarks can be reached at: BANK OF THE OZARKS P.O. Box 8811 Little Rock, AK 72231 Bank of the Ozarks is represented by: Christina F. Ackerman, Esq. 19811 W. Catawba Ave. Cornelius, NC 28031 Cardinal Health can be reached at: CARDINAL HEALTH 7000 Cardinal Place Dublin, Oh 43017 Cardinal Health is represented by: Christy A. Prince, Esq. KEGLER BROWN HILL + RITTER 65 E. State Street, Suite 1800 Columbus, Oh 43215 The Purchaser: MAINSTAY FINANCIAL SERVICES, LLC P.O. Box 2480 Lakeland, FL 33806 The Purchaser is represented by: Dwayne Gray, Esq. ZIMMERMAN KISER SUTCLIFFE 315 East Robinson Street, Suite 600 Orlando, FL 32801 About AA Holdings-Winston-Salem Headquartered at 5615 Closeburn Rd., Charlotte, North Carolina, AA Holdings-Winston-Salem, LLC owns a fee simple interest in a real property located at 2900 Reynold Park Driver, Winston Salem, North Carolina valued at $2.25 million. AA Holdings-Winston-Salem, LLC sought Chapter 11 protection (Bankr. W.D. N.C. Case No. 17-31083) on June 29, 2017. The case is assigned to Judge Laura T. Beyer. The Debtor estimated assets at $3.20 million and liabilities at $5.10 million. The Debtor tapped John C. Woodman, Esq., at Sodoma Law, P.C. as counsel. The petition was signed by David T. DuFault, manager. He has been appointed Administrator CTA of the Estate of Clifford E. Hemingway, Estate File No. 16-E-3443, in the Office of the Clerk of Superior Court of Mecklenburg County, North Carolina. ADPT DFW: Drury Southwest Buying Columbus Property for $3-Mil. -------------------------------------------------------------- ADPT DFW Holdings, LLC, and affiliates, ask the U.S. Bankruptcy Court for the Northern District of Texas to authorize the purchase and sale agreement with Drury Southwest, Inc., in connection with the sale of OpFree RE Investments, Ltd.'s real property located near Orion Place in the city of Columbus, Ohio, known as Permanent Parcel Numbers 318-442-02-026-003, consisting of approximately 5.952 acres, for $3,000,000. OpFree is the owner of the Property. It purchased the Property on Nov. 21, 2014 for $2,810,585. OpFree started evaluating the Property for sale in November 2016 and engaged Equity, LLC to provide marketing and brokerage services regarding the Property. By January 2017, Equity LLC had listed the Property on signs and data services, contacted potential parties who could be interested in purchasing the Property, sent out packages to multiple interested parties, and targeted various other potential purchasers. In early February 2017, OpFree was presented an offer to purchase the Property by a potential purchaser for $2,500,000. That purchaser, however, included minimal earnest money and involved a very lengthy due diligence period. In March 2017, OpFree received an offer from the Buyer to purchase the Property for $3,000,000. After extensive negotiations, OpFree agreed to sell the Property to the Buyer. On April 4, 2017, OpFree entered into a purchase and sale agreement with the Buyer for the Property. The material terms of the Agreement are: a. Purchase Price: $3,000,000 b. Deposit: $50,000 c. Inspection Period: The Buyer had until July 3, 2017 to make all inspections and investigations with respect to the Property and to terminate the Purchase Agreement by written notice. d. Closing Date: The Closing will take place in the offices of Cardinal Title Agency, Inc. prior to 2:00 p.m. Dallas, Texas time on the date that is 30 days after the final day of the Inspection Period. e. Representations and Warranties: The Purchase Agreement contains customary representations and warranties. The representations and warranties survive the Closing for a period of six months after the Closing. f. Costs and Expenses: The costs and expenses of the closing include but are not limited to and will be borne as follows: (i) costs and expenses related to the owner policy of title insurance (excluding the cost of any endorsements or extended coverage thereto) and transfer taxes in connection with recording the Deed will be paid by OpFree; (ii) costs and expenses related to any Survey of the Property or update thereto and the costs of any endorsements or extended coverages to the owner policy of title insurance will be paid by the Buyer; and (iii) the recording fees and escrow fees of Cardinal Title Agency, Inc. will be shared equally by OpFree and the Buyer. OpFree and the Buyer will pay their own legal fees in connection with the Purchase Agreement. g. Real Estate Taxes: All ad valorem and other real estate taxes with respect to the Property will be prorated as of 12:01 a.m. on the Closing Date. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/ADPT_DFW_403_Sales.pdf The Property is not encumbered by any pre-petition mortgages; however, ad valorem taxes in the amount of $34,964 (plus any interest and other charges accruing after July 10, 2017) need to be paid to Jon Peterson, Delaware County Treasurer. Accordingly, the Debtors ask that the Court authorizes the sale of the Property to the Buyer, free and clear of all claims, liens, mortgages, security interests, charges, encumbrances, and other interests of record; and (b) allows these ad valorem taxes and any other closing costs under the Purchase Agreement to be paid from the sales proceeds of the Property. In consultation with their financial advisors, the Debtors have determined that the Property is not necessary for the reorganization of their estates and that it is in the best interests of their estates to sell the Property at this time. By allowing Buyer to purchase the Property pursuant to the Purchase Agreement, the estate will be freed of its burden of the costs and expenses associated with maintenance and insurance for the Property. The sale will create a meaningful recovery for the estate. A hearing on the Motion is set for July 31, 2017 at 9:30 a.m. Objections, if any, must be filed within 24 days after the date of service. OpFree RE Investments can be reached at: OPFREE RE INVESTMENTS, LTD. 2941 Lake Vista Dr. Lewisville, TX 75067 Attn: Mike Corey Telephone: (972) 899-6626 E-mail: mike.corey@adpt.com - and - OPFREE RE INVESTMENTS, LTD. 2941 Lake Vista Dr. Lewisville, TX 75067 Attn: Legal Department The Buyer can be reached at: DRURY SOUTHWEST, INC. 101 S. Farrar Drive Cape Girardeau, MO 63701 Attn: Larry Westrich Telephone: (573) 335-3134 E-mail: lwestrich@drurysw.com - and - DRURY SOUTHWEST, INC. 101 S. Farrar Drive Cape Girardeau, MO 63701 Attn: Herb Wedemeier Telephone: (573) 335-3134 E-mail: hwedemeier@drurysw.com About ADPT DFW Holdings LLC 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. Lead 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, their 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 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. The Committee retained CohnReznick as financial advisors. On June 19, 2017, the U.S. Trustee appointed an official committee of equity security holders. Daniel T. McMurray has been named as Patient Care Ombudsman in the Debtors' cases. The PCO tapped Focus Management Group USA, Inc., as medical operations advisor. ADVANCED SOLIDS: Portable Mud Buying Truck and Trailer for $150K ---------------------------------------------------------------- Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of its interest in 2014 Peterbilt, VIN 1XPWD49X3ED246996, for $90,000; and 2014 Lowboy Trailer, VIN 5ABB61304EB130167, for $60,000 to Portable Mud Systems, Inc. The Debtor does not believe that it has any ownership interest in the property scheduled; unfortunately, WTF Rentals, LLC, the current owner of the Property is having some difficulty in completing the transfer it to Portable Mud Systems, Inc. WTF Rentals previously sold the Property to Portable Mud (who is not related to the Debtor) for a lump sum cash payment in the amount of $150,000. The Debtor was a party to multiple pre-petition leases of equipment under a Master Lease Agreement with Frost Bank. W. Lynn Frazier, and the other two owners of the Debtor, were guarantors of the debt to Frost Bank, which made demand of the guarantors. WTF Rentals, an entity wholly owned by W. Lynn Frazier, paid off the debts to Frost Bank and substituted into the position of Frost Bank. On April 5, 2017, the Order Rejecting Executory Contacts With WTF Rentals, LLC (Assignee From Frost Bank) was entered. WTF Rentals has been experiencing some difficulty in completing the transfer of titles of the Property to Portable Mud. The County Tax Assessor has been unwilling to complete the transfer of the title due to the way the items were titled. The Debtor proposes to sell the Property on "as is, where is" basis and with all faults, and free and clear of all liens, claims and encumbrances. All proceeds from the sale of the Property will remain the property of WTF Rentals. The Debtor believes that an Order authorizing it to assist WTF Rentals in completing the transfer of title to the Property will allow the transfer from WTF Rentals to Portable Mud to be concluded. The Debtor is basically stating that it has no ownership interest in the items which are being sold. Accordingly, the Debtor asks the Court to approve the relief sought. A copy of the Bill of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/Advanced_Solids_139_Sales.pdf WTF Rentals can be reached at: Warren L. Frazier, President WTF RENTALS, LLC 5655 Bear Lane, Suite 100 Corpus Christi, TX 78405 Portable Mud can be reached at: Brandon Westenburg, President PORTABLE MUD SYSTEMS, INC. 2035 Trade Dr. Midland, TX 79708 About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. W. Lynn Frazier, managing member, signed the petition. The Debtor estimated assets of $0 to $50,000 and $500,001 to $1,000,000 in debt. The Debtor tapped William R. Davis, Jr., Esq., at Langley & Banack, Inc., as counsel. ADVANCED SOLIDS: Sommervilles Buying Carlsbad Property for $265K ---------------------------------------------------------------- Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of real property described as 4004 S. Pat Garrett Ct., in Carlsbad, New Mexico, to Morgan A. and Stevin C. Sommerville for $265,000. The property is a single family residence. It is the last piece of real property owned by the Debtor (other than the Debtor's yard located at 4116 Tidwell, Carlsbad, New Mexico). The Court has previously approved the sale of five pieces of real property -- four in Carlsbad, New Mexico, and one in Midland, Texas. All five of the sales closed and all of the net proceeds from the sales have been paid to First National Bank of Beeville on the two Notes to First National Bank of Beeville, which are cross-collateralized. One Note to First National Bank of Beeville has been paid off, with the second Note being reduced to approximately $1,070,000. First National Bank of Beeville will receive the net proceeds from this sale (4004 S. Pat Garrett Ct., Carlsbad, New Mexico) , and is still secured by the Debtor's Carlsbad yard, which it believes may have a value of up to $1,500,000. The Debtor proposes to sell the real property for the cash sales price of $265,000 to the Buyers free and clear of all liens, claims and encumbrances. The sale is scheduled to close on Aug. 14, 2017. The Debtor has agreed to pay the costs of the survey and an American Home Shield policy (not to exceed the amount of $625). Objections, if any, must be filed within 21 days from the date of service. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Advanced_Solids_138_Sales.pdf The Debtor believes that the proposed sales price approximates the real property's market value in the context of such a sale, and is a reasonable value based upon the asset proposed to be sold and its marketability. It scheduled the house with a market value in the amount of $265,000. The real property is subject to a mortgage lien to First National Bank of Beeville. Any outstanding ad valorem taxes, including the Eddy County ad valorem taxes (including 2017 pro-rata), will be paid in full from the sale. The Debtor is asking permission to pay all reasonable closing costs, including real estate commissions, directly at closing. The net proceeds from the sale will be paid to First National Bank of Beeville in partial satisfaction of the outstanding balance of its remaining Note. Should the sale to the Buyers fail to close, the Debtor is asking permission to sell the real property to any other third party for the minimum cash sales price in the amount of $265,000. About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. W. Lynn Frazier, managing member, signed the petition. The Debtor estimated assets of $0 to $50,000 and $500,001 to $1,000,000 in debt. The Debtor tapped William R. Davis, Jr., Esq., at Langley & Banack, Inc., as counsel. ALFRED ANGELO: Pursues Chapter 7 Liquidation, Shutters Stores ------------------------------------------------------------- Wedding dress chain Alfred Angelo filed for Chapter 7 bankruptcy. As a result, all stores and wholesalers are closed, the Florida-based gown maker said in its Web site. Margaret Smith has been appointed as Chapter 7 bankruptcy trustee. "If you wish to be contacted regarding your order status once information is available please send an e-mail to alfredangelo@mjstrustee.com. We will post additional information regarding the status of dresses on this Web site as it becomes available," according to a note posted on the Web site, http://www.alfredangelo.com/ The bridal gown retailer shut down without telling its customers ahead of time. According to the Miami Herald, immediately after the Chapter 7 filing, thousands of brides panicked over the closing of the Alfred Angelo chain and had no official recourse Friday beyond emailing a Miami bankruptcy lawyer and pleading for help. "It's been about 7,300 emails since yesterday," said Patricia Ann Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., bankruptcy counsel to Alfred Angelo. "I've been prioritizing them by the dates of their weddings." Alfred Angelo's bridal wear is sold at more than 2,500 stores around the world and at 60 Alfred Angelo signature stores in the U.S. Instead of filing for Chapter 11 bankruptcy to continue operating while it pursues a restructuring, Alfred Angelo and its various corporate entities filed for Chapter 7 bankruptcy protection on July 14, the category reserved for businesses ready to cease operations and liquidate their assets. According to CNNMoney, David's Bridal, a competitor, is offering a discount to anyone who purchased wedding or bridesmaid dresses from Alfred Angelo and didn't receive them. With an Alfred Angelo receipt, customers will receive 30% off wedding dresses and 20% off bridesmaid dresses. About Alfred Angelo Florida-based Alfred Angelo -- http://www.alfredangelo.com -- was a manufacturer, wholesaler and retailer of wedding gowns, bridesmaids and social occasion dresses. In addition to manufacturing dresses distributed in more than 1,400 wholesale stores worldwide, the company also operated Alfred Angelo Bridal Signature Stores located in 24 states throughout the United States. Alfred Angelo Newco, Inc., and its subsidiaries sought Chapter 7 bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 17-18900) on July 14, 2017. The petitions were signed by Vanessa McIntosh, vice president, finance. Alfred Angelo Newco estimated assets of $10 million to $50 million and debt of $50 million to $100 million. The Hon. Erik P. Kimball is the case judge. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., is serving as counsel to the Debtors, with the engagement headed by Patricia A. Redmond, Esq., and Drew M. Dillworth, Esq. Development Specialists, Inc. is the financial advisor. A copy of the Chapter 7 petition, including a 1,000-page list of creditors, mostly brides-to-be, is available at: http://bankrupt.com/misc/17-18900-0001.pdf ALFRED ANGELO: Voluntary Chapter 7 Case Summary ----------------------------------------------- Lead Debtor: Alfred Angelo Newco, Inc. 1625 S. Congress Ave., Suite 400 Delray Beach, FL 33445 Business Description: Alfred Angelo is a manufacturer, wholesaler and retailer of wedding gowns, bridesmaids and social occasion dresses. In addition to manufacturing dresses distributed in more than 1,400 wholesale stores worldwide, the company also operates Alfred Angelo Bridal Signature Stores located in 24 states throughout the United States. Web site: http://www.alfredangelo.com/ The meeting of creditors is scheduled for Aug. 28, 2017. Proofs of claim are due Nov. 27, 2017. Chapter 7 Petition Date: July 14, 2017 Affiliated debtors that simultaneously filed Chapter 7 petitions: Debtor Case No. ------ -------- Alfred Angelo Newco, Inc. 17-18900 AA Florida Bridal Retail Company, LLC 17-18864 DJ Fashions, LLC 17-18882 Alfred Angelo - The Brides Studio No. 3, Inc. 17-18871 Hacienda Brides 17-18881 BridesMart, LP 17-18879 AA Bridal, LLC 17-18877 AA Bridal Northeast, LLC 17-18874 AA Bridal Midwest, LLC 17-18873 AA Bridal Nebraska, LLC 17-18883 Alfred Angelo (Australia) Pty, Ltd. 17-18884 Alfredo Angelo Canada ULC 17-18886 Alfred Angelo Investment China I 17-18887 Alfred Angelo Investment China III 17-18888 PF International, Inc. 17-18891 Piccione Fashions Ltd. 17-18892 Piccione Fashions UK Ltd 17-18894 Zhuhai Haiping Wedding DRESS Design LTD 17-18896 Alfred Angelo Investment Company, LTD (HK) 17-18898 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Erik P. Kimball Debtors' Counsel: Patricia A. Redmond, Esq. Drew M. Dillworth, Esq. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. 150 W Flagler St #2200 Miami, FL 33130 Tel: (305) 789-3553 E-mail: predmond@stearnsweaver.com ddillworth@stearnsweaver.com Debtors' Financial Advisor: Joseph J. Luzinski DEVELOPMENT SPECIALISTS, INC. Chapter 7 Bankruptcy Trustee: MARGARET SMITH 1400 Centrepark Blvd., Suite 860 West Palm Beach, FL 33401 E-mail: alfredangelo@mjstrustee.com Alfred Angelo's Estimated Assets: $10 million to $50 million Alfred Angelo's Estimated Debt: $50 million to $100 million The petitions were signed by Vanessa McIntosh, vice president, finance. A full-text copy of Alfred Angelo Newco's Chapter 7 petition is available for free at http://bankrupt.com/misc/17-18900-0001.pdf ALLIANCE HOSPITALITY: City Objects to Plan Confirmation ------------------------------------------------------- The City of Alliance, Nebraska, objects to the confirmation of Alliance Hospitality, LLC's Chapter 11 plan, complaining that it will not receive, on the account of its claim, the total value of that claim as of the effective date of the Plan as the rate of interest on the claim is not provided for in the Plan. The city asserts that the applicable interest rate according to non-bankruptcy law for the claim of the city is 1% per month, or 12% per annum. A full-text copy of the city's Plan Confirmation Objection dated July 12, 2017, is available at: http://bankrupt.com/misc/neb17-40317-27.pdf The city is represented by: Adam A. Hoesing, Esq. SIMMONS OLSEN LAW FIRM, P.C. 1502 Second Avenue Scottsbluff, NE 69361 Tel: 308-632-3811 Fax: 308-635-0907 E-mail: ahoesing@simmonsolsen.com About Alliance Hospitality Alliance Hospitality, LLC, is a Nebraska limited liability company operating as a pass through entity for tax purposes. The Debtor owns and operates a parcel of real estate commonly called American Inn located at 1419 West Third Street, Alliance, Box Butte County, Nebraska. Alliance Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 17-40317) on March 10, 2017. At the time of the filing, the Debtor disclosed $678,960 in assets and $2.06 million in liabilities. The case is assigned to Judge Thomas L. Saladino. ALLIANCE SECURITY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Alliance Security, Inc. 60 Jefferson Park Road Warwick, RI 02888 Business Description: Alliance Security -- http://www.alliancesecurity.com/-- is a security system supplier in Rhode Island. Chapter 11 Petition Date: July 14, 2017 Case No.: 17-11190 Court: United States Bankruptcy Court District of Rhode Island (Providence) Judge: Hon. Diane Finkle Debtor's Counsel: William J. Delaney, Esq. THE DELANEY LAW FIRM LLC 91 Friendship Street, Suite Four Providence, RI 02903 Tel: 401-454-8000 Fax: 401-553-9000 E-mail: wjd@dlfri.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jasjit Gotra, president, CEO. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/rib17-11190.pdf ALLIED ELECTRICAL: May Use Cash Collateral Through Sept. 5 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has entered an agreed final order authorizing Allied Electrical Group of Texas, Inc.'s cash collateral use through and until Sept. 5, 2017. As partial adequate protection to the Internal Revenue Service for the Debtor's use of cash collateral, the interest in the Debtor's assets securing the indebtedness to the IRS, the IRS is granted valid and automatically perfected co-extensive with the IRS' prepetition liens, in all currently owned or after acquired property and assets of the Debtor, including, but not limited to, the proceeds, products and offspring of such property and assets, but specifically excluding causes of action and recoveries under Chapter 5 of the U.S. Bankruptcy Code. The Debtor will maintain a debtor-in-possession bank account, which will contain all operating revenues and any other source of cash constituting cash collateral, which is generated by and is attributable to the business. The Debtor will immediately deposit into the cash collateral account all cash collateral, including all cash collateral presently in the possession of or under the control of the Debtor, and all cash collateral generated or received subsequent to the Petition Date. A copy of the Agreed Final Order is available at: http://bankrupt.com/misc/txnb17-31585-57.pdf As reported by the Troubled Company Reporter on June 6, 2017, the Court previously entered a third agreed interim order authorizing the Debtor's cash collateral use through and until July 7, 2017. About Allied Electrical Allied Electrical Group of Texas, Inc., provides electrical construction and service throughout the Dallas/Fort Worth Metroplex. Allied Electrical Group of Texas, Inc., filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-31585) on April 20, 2017. The Debtor is represented by J. Mark Chevallier, Esq., and James G. Rea, Esq., at McGuire Craddock Strother PC. The petition was signed by Christine E. Delgado, president and director. At the time of filing, the Debtor estimated assets and liabilities ranging from $100,000 to $500,000. AM CASTLE: Made Technical Modifications to Chapter 11 Plan ---------------------------------------------------------- BankruptcyData.com reported that A.M. Castle & Co. filed with the U.S. Bankruptcy Court a notice of technical modifications to the Company's Prepackaged Joint Chapter 11 Plan of Reorganization. Documents filed with the Court explain, "The Debtors hereby make the following non-material, technical modifications (the 'Plan Modifications') to Article III.E.8 of the Plan, which is modified to read as follows: All Class 8 Equity Interests in Parent will be deemed cancelled upon the Effective Date and will be of no further force and effect, whether surrendered for cancellation or otherwise. However, pursuant to Article V.A. of the Plan and as a resolution and settlement of any potential claims or causes of action relating to the Debtors and in consideration of the release set forth in Article X.C. hereof, each Holder of an issued and outstanding share of stock in Parent who does not object to the Plan and does not opt-out of the releases under the Plan shall receive its Pro Rata share (calculated based upon those Holders that do no object to the Plan and do not opt-out of the releases under the Plan) of 20.0% of the New Common Stock of Reorganized Parent, subject to dilution only on account of (1) shares of New Common Stock issued upon conversion of the New Notes, and (2) shares issued or available for issuance under the Management Incentive Plan. Class 8 is Impaired and the Holders of Class 8 Equity Interests in Parent are deemed to reject the Plan and will not be solicited." The Court previously scheduled an August 2, 2017 Plan confirmation hearing. About A.M. Castle & Co. and Keystone Tube Founded in 1890, and based in Oak Brook, Illinois, 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. It specializes in the distribution of alloy and stainless steels; nickel alloys; aluminum and carbon. Together, A.M. Castle and its affiliated companies operate out of 21 metals service centers located throughout North America, Europe and Asia. The Company disclosed $339.2 million in assets and $388.4 million in liabilities as of March 31, 2017. On June 18, 2017, A.M. Castle & Co., Keystone Tube Company, LLC, and three related entities sought Chapter 11 protection to seek confirmation of a Prepackaged Joint Chapter 11 Plan of Reorganization. The cases are jointly administered under the lead case of Keystone Tube Company (Bankr. D. Del. Case No. 17-11330) and are pending before the Honorable Laurie Selber Silverstein. The Debtors tapped Pachulski Stang Ziel & Jones LLP as counsel, Imperial Capital, LLC, as financial advisor, Deloitte Tax LLP, as tax advisor; Deloitte & Touche LLP as tax auditor; and Fenwick & West LLP, as tax counsel. Kurtzman Carson Consultants LLC is the claims and solicitation agent. Creditors that are parties to the Restructuring Support Agreement ("Consenting Creditors") tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel; Conaway Stargatt & Taylor, LLP, as co-counsel; and Ducera Partners LLC, as financial advisor. Consenting Creditor SGF, Inc tapped Goodwin Procter LLP and Pepper Hamilton LLP as counsel. Shipman Goodwin LLP serves as counsel to the First Lien Agent. No official committee has been appointed in the case. AMIGO PAT TEXAS: Sale of All Assets to TWC for $6.3M Approved ------------------------------------------------------------- Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas authorized Amigo PAT Texas, LLC's sale of substantially all assets to TWC Acquisition, LLC for $6,250,000. The sale hearing was held on July 11, 2017. The sale is free and clear of all encumbrances. Any such party holding or asserting such an encumbrance will file a pleading with the Court no later than Aug. 7, 2017. The Debtor is authorized to pay the undisputed portion of any such an Encumbrance at Closing. For good cause shown, the Order will take effect immediately and will not be stayed pursuant to Bankruptcy Rules 6004(g), 6004(h), 6006(d), 7062, 9014 or other applicable law or procedural rules. The Debtor and TWC are authorized to close the sale immediately upon entry of the order. Porter Hedges LLP is directed to transfer TWC's $1 million Deposit from its client trust account to the Debtor's DIP account at Green Bank. About Amigo PAT Texas Amigo PAT Texas LLC, based in Houston, Texas, provides industrial and municipal cleaning services, along with video and sonar inspection services. Amigo PAT Texas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-32169) on April 7, 2017. The Debtor estimated $1 million to $10 million in both assets and liabilities as of the bankruptcy filing. Charles L. McDaniel, sole member and manager, signed the petition. The Hon. Jeff Bohm presides over the case. Aaron J. Power, Esq., at Porter Hedges LLP, serves as bankruptcy counsel to the Debtor. AMJ PLUMBING: Wants to Use TVT Capital's Cash Collateral -------------------------------------------------------- AMJ Plumbing Specialists Corp. seeks permission from the U.S. Bankruptcy Court for the Central District of California to use cash collateral of TVT Capital, LLC, for payroll and operating expenses. The Debtor says its business must provide its clients with the highest quality of service. The failure to provide clients with the highest quality of service on a continuous basis will result in irreparable reputational damage, revenues and asset values. To provide this level of service, the Debtor requires the immediate use of all cash and cash equivalents on hand and hereafter generated, whether the same constitutes cash collateral, or not. The Debtor asks that it be authorized to use the cash collateral to issue payroll and 20 operate its business because the continued operations. According to the Debtor, the concomitant use of the cash collateral will preserve the value of the cash collateral and of the business for the benefit of the estate and the creditors. Joe Ruvalcaba, president of the Debtor, says in his declaration that the principal liability of the Debtor is the obligation to its unsecured creditors and secured lien owed to TVT Capital secured by the Debtor's corporate checking accounts. There is approximately $26,048.42 being held in the Debtor's corporate checking accounts. The Debtor's business is the Debtor's primary asset. Mr. Ruvalcaba assures the Court that the asset is well managed and is generating positive cash flow. Moreover, the Debtor's recent operating results and future projections indicate that this trend will continue and improve over the next year, providing ample adequate protection to the Secured Creditor's interest. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/cacb17-15717-5.pdf About AMJ Plumbing Headquartered in Rancho Cucamonga, California, AMJ Plumbing Specialists Corp., d/b/a AMJ Plumbing Specialists, is a commercial plumbing company that has more than 20 years of experience in the commercial plumbing field. AMJ Plumbing -- http://amjplumbingspecialists.com/-- offers a wide variety of plumbing-related new construction services including leak repairs, water heaters service, pump service, drain cleaning/jetting, backflow services, tenant improvements and sewer camera installation. AMJ Plumbing Specialists filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-15717) on July 7, 2017, disclosing $1.39 million in total assets and $2.15 million in total liabilities. The petition was signed by Jose Ruvalcaba, Jr., president. Judge Meredith A. Jury presides over the case. David Lozano, Esq., at Lozano Law Center, Inc., serves as the Debtor's bankruptcy counsel. ANJALI ENTERPRISE: Taps City Business Service as Accountant ----------------------------------------------------------- Anjali Enterprise LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to hire an accountant. The Debtor proposes to hire Danielle Brewer of City Business Service to provide accounting services in connection with its Chapter 11 case, and pay her an hourly fee of $85. Ms. Brewer disclosed in a court filing that she is a "disinterested person," and has no connections with any creditor of the Debtor or their attorneys. About Anjali Enterprise Anjali Enterprise LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 17-10178) on March 2, 2017. The petition was signed by Maria Sol Gonzales, President. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Attorney Pamela Magee LLC represents the Debtor as bankruptcy counsel. The Debtor initially filed a Chapter 11 petition (Bankr. M.D. La. Case No. 16-10831) on July 18, 2016. ARC LIMITED: Taps Gary Short as Legal Counsel --------------------------------------------- Arc, Limited seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire legal counsel. The Debtor proposes to hire Gary Short, Esq., to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. He will charge an hourly fee of $300. Prior to the Debtor's bankruptcy filing, the proposed attorney received $4,000, of which $2,283 was for the payment of his pre-bankruptcy services while $1,717 was used to pay the filing fee. Mr. Short disclosed in a court filing that he does not have any connection with creditors of the Debtor or their attorneys. Mr. Short maintains an office at: Gary W. Short, Esq. 212 Windgap Road Pittsburgh, PA 15237 Tel: (412) 765-0100 Fax: (412) 536-3977 Email: garyshortlegal@gmail.com About Arc Limited Arc, Limited sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-22507) on April 20, 2017. Judge Jeffery A. Deller presides over the case. ARCHETYPE CONSTRUCTION: Hires Platte Klarsfeld as Special Counsel ----------------------------------------------------------------- Archetype Construction Corp., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Platte Klarsfeld Levine Lachtman & Cohen, LLP, as special litigation counsel to the Debtor. On March 11, 2015, the Bankruptcy Court entered an order authorizing the employment and retention of Cohen Law Group, P.C., of which Brian S. Cohen, Esq., is sole principal, as special litigation counsel to the Debtor and debtor-in-possession. Brian S. Cohen, Esq., is now a member of Platte Klarsfeld. Archetype Construction requires Platte Klarsfeld to: a. represent and advise the Debtor in connection with the collection of its outstanding accounts receivable; and b. represent and commence a State or Federal court litigation, if necessary, to collect the outstanding receivables. Platte Klarsfeld will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian S. Cohen, partner of Platte Klarsfeld Levine Lachtman & Cohen, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Platte Klarsfeld can be reached at: Brian S. Cohen, Esq. PLATTE KLARSFELD LEVINE LACHTMAN & COHEN, LLP 10 E 40 th Street, Floor 46 New York, NY 10016 Tel: (212) 889-0707 About Archetype Construction Corp. Archetype Construction Corp., based in Hawthone, NY, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-23726) on Dec. 18, 2014. Judge Robert D. Drain presides over the case. Erica Feynman Aisner, Esq., and Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, serve as the Debtor's bankruptcy counsel. The Debtor hires Platte Klarsfeld Levine Lachtman & Cohen, LLP, as special litigation counsel. In its petition, the Debtor estimated its assets at $1 million to $10 million, and its liabilities at $500,000 to $1 million. The petition was signed by Duarte Pereira, president. Hawthorne, New York-based Archetype Construction Corp. is co-owned by Daniel Teixeira and Duarte Pereira. ARUBA PETROLEUM: Secured Creditor Objects to Disclosures Approval ----------------------------------------------------------------- Secured creditor Gilbow Tank Truck Services, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Texas an objection to Aruba Petroleum, Inc.'s disclosure statement referring to the Debtor's plan of reorganization. Gilbow Tank provided oilfield related services to Debtor prepetition. Gilbow Tank had a direct contract with Debtor. At the time Debtor filed its bankruptcy petition, the Debtor owed Gilbow Tank $554,230.25. In order to protect its interests Gilbow Tank filed Mechanics and Materialmens Liens on the mineral leases to which Gilbow Tank had provided services. Gilbow Tank filed its proof of claim as a secured creditor on Dec. 22, 2016. Gilbow Tank's claim has not been paid though the Debtor has in excess of $4 million in cash in its possession as a result of the sale and return of a $2 million bond. The Debtor's Disclosure Statement does not address Gilbow Tank's Claim. The Debtor's proposed plan of reorganization does not address Gilbow Tank's Claim. Without information concerning the proposed treatment of Gilbow Tank's Claim, Gilbow Tank has not been provided with adequate information. The Debtor has hired special litigation counsel, Haynes and Boone, to represent it in a suit entitled Lisa Parr, et al vs. Aruba Petroleum, Inc. et al., pending in County Court-at-Law No. 5 Dallas County, Texas. According to Gilbow Tank, the Debtor's disclosure statement does not provide any information on this suit especially the effect an adverse ruling would have on the Debtor and entities involved with the reorganized debtor. The disclosure, says Gilbow Tank, does contain minimal information concerning other litigation, but it does not address the possible consequences if the litigation outcome is adverse to the reorganized debtor. Gilbow Tank claims that the Disclosure Statement does not provide adequate information concerning the Debtor's future operations. The Disclosure Statement contains this information concerning future operations: the Debtor's current business operations consist of the income derived from serving as operation on wells and remaining interest of the Debtor in wells. The Debtor currently monthly income is approximately $20,000. The Debtor is currently involved in negotiating new projects, however as of the filing of this Plan no new projects have become operational. Gilbow Tank complains that the Disclosure Statement does not provide adequate information to allow "an investor typical of holders of claims or interests of the relevant class" to make an informed decision on the feasibility of future operations. A copy of the Objection is available at: http://bankrupt.com/misc/txeb16-42121-157.pdf As reported by the Troubled Company Reporter on June 5, 2017, the Debtor filed with the Court a disclosure statement dated May 22, 2017, referring to the Debtor's plan of reorganization dated May 22, 2017, which proposed that Class 7 Allowed Unsecured Claims of Non-Litigation Claimants be paid in full in two equal monthly installments commencing on the Effective Date. Gilbow Tank is represented by: John A. Leonard, Esq. LEONARD, KEY & KEY PLLC P.O. Box 8385 900 8th Street, Suite 320 Wichita Falls, Texas 76307-8385 Tel: (940) 322-5217 Fax: (940) 322-3381 E-mail:lenbiz@mac.com About Aruba Petroleum Aruba Petroleum, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-42121) on Nov. 22, 2016. The petition was signed by James Poston, president. At the time of the filing, the Debtor disclosed liabilities totaling $4.67 million. Eric A. Liepins, P.C. serves as lead counsel to the Debtor. Ben K. Barron, Esq., of the Law Office of Ben Barron and Keith Bradley, Esq., of Bradley Law Firm, serve as special counsel to the Debtor. ASG TECHNOLOGIES: Moody's Assigns B2 CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service assigned to ASG Technologies Group, Inc. ("ASG") a B2 Corporate Family Rating (CFR), B3-PD Probability of Default Rating and a B2 rating to the company's proposed $325 million of first lien credit facilities. The ratings have a stable outlook. The company plans to use the proceeds from the term loan and a portion of cash on hand to refinance existing indebtedness. RATINGS RATIONALE ASG's B2 CFR is characterized by its limited portfolio of niche software products, small operating scale relative to its main competitors, its highly competitive markets and short track record of organic growth after emerging from a bankruptcy in May 2015. In addition, ASG derives a significant share of its revenues from software for the mature mainframe systems market. Moody's recognizes ASG's operational transformation under its new management team. Software license sales have strongly rebounded in the last 12 months driven by good sales execution under the new leadership and strategic R&D investments. Adjusted EBITDA margins have improved to the low 30% (excluding certain non-recurring items and as reported by the company) following cost rationalization undertaken over the last two years. Moody's expects ASG to generate organic revenue growth of at least 2% to 3% over the next 12 to 18 months primarily driven by the growth in its Enterprise Content Management products, partially offset by the modest declines in Systems Management software revenues. There is potential upside to revenue growth if the company successfully executes its strategy to grow its Data Intelligence and Workspace product offerings. The rating is supported by ASG's high proportion of recurring software maintenance revenues and Moody's expectations for free cash flow of approximately 10% of total debt over the next 12 to 18 months. Pro forma for the recapitalization, Moody's estimates ASG's leverage (total debt to LTM 1Q 2017 adjusted EBITDA) will be approximately 4.8x. Assuming no increase in debt, Moody's expects leverage to decline to the low 4x by year-end 2018. ASG will have good liquidity comprising cash balances, free cash flow and availability under a $25 million revolving line of credit. ASG's moderately high leverage and good liquidity provide the flexibility to invest in the business and make small acquisitions to augment organic growth. The stable rating outlook reflects Moody's expectations for organic revenue growth of at least low single digits and free cash flow of approximately 10% of total debt. Moody's could upgrade ASG's ratings if product revenues become more diversified and it demonstrates a track record of sustained earnings growth. The rating could be upgraded if Moody's expects ASG to pursue conservative financial policies and maintain total debt to EBITDA below 5x. Moody's could downgrade ASG's ratings if operating challenges or increase in debt to finance acquisitions or dividends cause total debt to EBITDA to increase above 6.5x or free cash flow-to-debt falls below 5%. Moody's assigned the following ratings: Issuer: ASG Technologies Group, Inc. Corporate Family Rating -- B2 Probability of Default Rating -- B3-PD -- $25 million senior secured revolving credit facility -- B2 (LGD 3) -- $300 million senior secured term loan facility -- B2 (LGD 3) Outlook -- Stable ASG Technologies Group, Inc. is a provider of Enterprise Content Management, Systems Management, Data Intelligence, and Digital Workspaces enteprise software products and services. In April and May 2017, Evergreen Coast Capital Corporation and Kohlberg Kravis Roberts & Co., L.P. acquired about 49% of equity interest in ASG. The principal methodology used in these ratings was Software Industry published in December 2015. ATASYS INC: Begins Enrollment for OnTrak-C Solution in Texas ------------------------------------------------------------ Catasys, Inc., has launched enrollment under the previously announced contract for its OnTrak-C solution coverage in Texas with one of the nation's leading health insurance plans. The Company said this health plan has the largest Medicaid plan in Texas, and eligible Medicaid members will be covered for treatment of Substance Use Disorder, including alcoholism, under OnTrak-C, a 52-week, multi-phase program in which enrolled members receive medical and psychosocial interventions, as well as intensive care coaching. It's important to note that Medicaid populations have approximately 2.5 times the prevalence rate of alcoholism and SUD than a commercial population, and therefore a 2.5 fold revenue opportunity of a comparable commercial population. "We are excited to begin enrollment for the OnTrak-C program in Texas, which has quickly become one of our busiest states with three programs launched or preparing to launch. The launch of OnTrak-C in Texas is expected to contribute to our revenue growth in 2017," said Rick Anderson, Catasys president and COO. "The expansion of OnTrak-C into Texas provides us a significant number of eligible members, as it is the largest Medicaid plan in the state. This Texas expansion represents nearly 30% of the health plan's covered lives. Considering the success we have had with this customer's members in Wisconsin, we see significant opportunity to improve the health of these members in Texas, resulting in lower costs to the health plan." Catasys' OnTrak program is designed to improve patient health while lowering costs to the insurer for underserved populations in which behavioral health conditions are exacerbating co-existing medical conditions. OnTrak has demonstrated effectiveness with a 50% reduction in health care costs for members enrolled in the program as well as reductions in hospital days, ambulance usage, emergency room visits and more thorough identification, engagement and treatment. Catasys currently operates programs in Florida, Georgia, Illinois, Kansas, Kentucky, Louisiana, Massachusetts, Missouri, New Jersey, North Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, West Virginia and Wisconsin. About Catasys, Inc. Los Angeles, California-based Catasys, Inc. is a provider of data analytics based specialized behavioral health management and treatment services to health plans through its OnTrak program. The Company's program utilizes member engagement and patient centric treatment that integrates evidence based medical and psychosocial interventions along with care coaching in a 52-week outpatient program. Catasys reported a net loss of $17.93 million on $7.07 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $7.22 million on $2.70 million of revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Catasys had $2.94 million in total assets, $47.54 million in total liabilities and a total stockholders' deficit of $44.60 million. The Company's independent accounting firm Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has continued to incur significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2016, and continues to have negative working capital at Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AURORA BIKE: Hires Baumeister Denz as Counsel --------------------------------------------- Aurora Bike Shop, Inc., d/b/a The Bike Shop, seeks authority from the U.S. Bankruptcy Court for the District of New York to employ Baumeister Denz LLP, as counsel to the Debtor. Aurora Bike requires Baumeister Denz to: -- represent and assist the Debtor, throughout the course of the Debtor's Chapter 11 proceedings, in carrying out its duties as debtor in possession; and -- render general legal services in bankruptcy, corporate, litigation, tax, and other various areas of law, as needed. Baumeister Denz will be paid at these hourly rates: Attorney $275 Associate $175 Prior to the petition date, the Debtor paid Baumeister Denz a retainer in the amount of $10,000. Baumeister Denz will also be reimbursed for reasonable out-of-pocket expenses incurred. Arthur G. Baumeister, partner of Baumeister Denz LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Baumeister Denz can be reached at: Arthur G. Baumeister, Esq. BAUMEISTER DENZ LLP 174 Franklin Street, Suite 2 Buffalo, NY 14202 Tel: (716) 852-1300 About Aurora Bike Shop, Inc. Aurora Bike Shop, Inc. d/b/a The Bike Shop, filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.Y. Case No. 17-11175) on June 2, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Arthur G. Baumeister, Esq., at Baumeister Denz LLP. AVAYA INC: Court Approves 2017 3Q-4Q Key Employee Incentive Plan ---------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved Avaya INc.'s 3Q-4Q 2017 key employee incentive program (KEIP). As previously reported, "The Debtors request entry of an order approving the Debtors' 3Q-4Q 2017 Key Employee Incentive Program for up to 14 key employees for the Debtors' third and fourth fiscal quarters ending June 30 and September 30, 2017, respectively, and providing for payment an aggregate award pool of between $2.1 million and $3.2 million per quarter, subject to achievement of Threshold Adjusted EBITDA and the Emergence Milestones . . . . The 3Q-4Q KEIP is designed to incentivize key members of management and maximize value for the estate. For example, the proposed 3Q-4Q KEIP incorporates an 'Emergence Milestone' component, under which 10% of an individual KEIP Participant's total award opportunity is tied to the date by which the Debtors emerge from chapter 11, thereby further incentivizing the speedy resolution of these chapter 11 cases. Additionally, the Adjusted EBITDA threshold proposed by the Debtors' proposed 3Q and 4Q KEIP of $178 million and $209 million, respectively, will require the Debtors to have exceeded their business plan for each of those periods by $9 million and $10 million, respectively - thereby requiring further outperformance by the KEIP participants for such goals to be achieved . . . . Additionally, the proposed KEIP program is also reasonable on a market basis in absolute terms: a maximum quarterly award pool of approximately $3.2 and $2.8 million (for 3Q and 4Q, 2017 respectively) is less than 1.5% of the total Adjusted EBITDA required to earn the Target award....The 3Q-4Q KEIP will cost a total of approximately $4.6 million at threshold opportunity levels and $6.0 million at maximum opportunity levels - in each case assuming targeted performance and emergence goals are actually achieved; by comparison, the Debtors' prepetition balance sheet includes more than $6.0 billion of funded debt." About Avaya Inc. Avaya Inc., together with its affiliates, is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; Zolfo Cooper LLC as restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG LLP as tax and accountancy advisor; and The Siegfried Group, LLP as financial services consultant. Prime Clerk LLC is their claims and noticing agent. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. Morrison & Foerster is the creditors committee's counsel. Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as advisors to an ad hoc group -- Ad Hoc Crossholder Group -- comprised of holders of the Company's (i) 33.98% of the $3.235 billion total amount outstanding under loans issued pursuant to a Third Amended and Restated Credit Agreement, amended and restated as of December 12, 2012 (the "Prepetition Cash Flow Term Loans"); (ii) 28.38% of the $1.009 billion total principal amount outstanding under notes issued pursuant to an indenture for the 7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes"); (iii) 12.82% of the $290 million total principal amount outstanding under notes issued pursuant to an indenture for 9.00% Senior Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70% of the $1.384 billion total amount outstanding under notes issued pursuant to an indenture for 10.5% Senior Secured Notes Due 2021 (the "Second Lien Notes"); and (v) 24% of the $725 million outstanding under loans issued under the Debtors' debtor-in-possession financing (the "DIP Facility") pursuant to a Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of January 24, 2017. BASE ARCHITECTURE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Base Architecture Planning & Engr Inc. 9841 Airport Bl. #822 Los Angeles, CA 90045 Business Description: Founded in 2003, the Debtor provides professional architectural services. Chapter 11 Petition Date: July 14, 2017 Case No.: 17-18597 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Ernest M. Robles Debtor's Counsel: Jonathan M. Hayes, Esq. SIMON RESNIK HAYES LLP 15233 Ventura Blvd., Suite 250 Sherman Oaks, CA 91403 Tel: (818) 783-6251 Fax: (818) 827-4919 E-mail: jhayes@srhlawfirm.com kevin@srhlawfirm.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Michael H. Anderson, president. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb17-18597.pdf BIG TIME HOLDINGS: Flushing Bank to Get Fully Paid Under Plan ------------------------------------------------------------- Big Time Holdings, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of New York a disclosure statement dated July 5, 2017, for the Debtor's amended plan of reorganization. Class 2 consists of the secured claims held by Flushing Bank against the Debtor's real property. Unless otherwise agreed to by holders of allowed Class 2 Claims and the Debtor, holders of Allowed Class 2 Claims will receive payment in full on or soon as reasonably practicable after the Effective Date of the Plan. Class 2 is unimpaired. The Plan provides for the Debtor's continued operation of its real estate business and the payment of creditors in full, in cash on the Effective Date of the Plan. The payments due under the Plan will be paid from a combination of the Debtor's rental income collected by the receiver pre-petition (currently estimated at approximately $40,000) and the proceeds of a loan to be procured by the Debtor. Alternatively, to the extent the loan cannot be procured by the date that is two months from the Confirmation Date, the Debtor will sell the property located at 200-15 Linden Blvd., St. Albans, New York, to make the required plan payments. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nyeb17-40960-42.pdf As reported by the Troubled Company Reporter on June 12, 2017, the Debtor filed with the Court a disclosure statement dated May 31, 2017, for the Debtor's plan of reorganization. Class 3 consists of all non-insider General Unsecured Claims held against the Debtor. Each holder of Allowed General Unsecured Claims will receive, in full and final satisfaction, settlement, and discharge and in exchange for each Allowed General Unsecured Claim, payment, in full in cash on or as soon as reasonably practicable after the Effective Date. Class 3 is unimpaired. About Big Time Holdings, LLC Big Time Holdings, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-40960), on March 1, 2017. The petition was signed by Andrew Jones, President. At the time of filing, the Debtor had both assets and liabilities estimated to be between $100,000 to $500,000. The case is assigned to Judge Nancy Hershey Lord. The Debtor is represented by David Y. Wolnerman, Esq., at White & Wolnerman PLLC. BRISTLECONE INC: Hires Paul Hastings as Special Counsel ------------------------------------------------------- Bristlecone, Inc., d/b/a Bristlecone Holdings, et al., seek authority from the U.S. Bankruptcy Court for the District of Nevada to employ Paul Hastings LLP, as special counsel to the Debtors. Bristlecone, Inc. requires Paul Hastings to represent and advise the Debtors with respect to any consumer financial services, regulatory matters, and any government investigations. Paul Hastings will be paid at these hourly rates: Attorneys $420-$1,100 Paralegal $220-$410 Paul Hastings will be paid a retainer in the amount of $25,000. Paul Hastings will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul Hastings provided legal services to the Debtors prepetition and holds a prepetition claim for unpaid legal services and costs in the amount of $35,230. Amy Carpenter-Homes, member of Paul Hastings LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Paul Hastings can be reached at: Amy Carpenter-Homes, Esq. PAUL HASTINGS LLP 875 15th Street, N.W. Washington, DC 20005 Tel: (202) 551-1700 About Bristlecone, Inc. Bristlecone, Inc. -- http://bristleconeholdings.com/-- develops financial technologies to help businesses evaluate consumer creditworthiness. The Debtor uses the software to look at leading indicators, such as bank accounts, social data, and public records to develop algorithms to make decisions before lending money. It develops software to lend directly to consumers and small businesses. The Debtor was founded in 2013 and is headquartered in Reno, Nevada. Bristlecone, Inc., and seven of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 17-50472 to 17-50476 and 17-50478 to 17-50480) on April 18, 2017. The seven affiliates are Boonfi LLC, Bristlecone Lending LLC, Bristolecone SPV I LLC, I Do Lending LLC, Medly LLC, One Road Lending LLC and Wags Lending LLC. The Debtors' cases are assigned to Judge Bruce T. Beesley. At the time of the filing, Bristlecone, Inc. estimated its assets and liabilities at $10 million to $50 million. The petitions were signed by Brandon Kyle Ferguson, president and CEO. BROOKLYN INTERIORS: JPMorgan Chase to Get $1,200 Per Month ---------------------------------------------------------- Brooklyn Interiors, Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York a second amended disclosure statement dated July 5, 2017, referring to the Debtor's plan of reorganization. Class II consists of the secured claim of JPMorgan Chase Bank, N.A., which is holding a secured claim in the aggregate amount of $249,988.02. The Chase claim will be paid in full by virtue of the Debtor continuing to make monthly payments pursuant to the terms and conditions of the loan documents. The payments will be applied toward the principle balance as amortized by the loan documents without interest and will be in the amount of $1,200 per month. The Class II creditor is impaired and is entitled to vote on the Plan. The Plan will be financed from income derived from the operation of Debtor's business. Cash payments made pursuant to the Plan will be made on or after the Effective Date in U.S. dollars by checks drawn on a banking institution that is an authorized depository in the Southern District of New York selected by the Debtor or by wire transfer from a banking institution that is an authorized depository in the Southern District of New York, at the option of the Debtor. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-22845-72.pdf As reported by the Troubled Company Reporter on April 28, 2017, the Debtor said in its previously filed disclosure statement that unsecured creditors would get 15% dividend of their claims under the Debtor's proposed plan to exit Chapter 11 protection. Class 3 general unsecured creditors would get a 15% dividend of their claims allowed by the Court in 36 equal monthly installments of $1,401.30 per month. The total amount of general unsecured claims is $336,312.22. About Brooklyn Interiors Formed in 2003, Brooklyn Interiors, Inc. is a commercial and residential interior renovation contracting company. The Debtor filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-22845) on June 22, 2016. The petition was signed by Dennis Darcy, president. At the time of filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The Debtor is represented by Kenneth A. Reynolds, Esq. at McBreen & Kopko. No creditors' committee has been appointed in the Debtor's case. CARRANO AIRCONTRACTING: July 25 Meeting Set to Form Creditors Panel ------------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on July 25, 2017, at 11:00 a.m. in the bankruptcy case of Carrano Aircontracting, Inc. The meeting will be held at: United States Bankruptcy Court 402 East State Street, Room 129 Trenton, New Jersey 08608 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Carrano Aircontracting Inc. Carrano Aircontracting, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 17-22252) on June 15, 2017. Steven Carrano, president. signed the petition. At the time of the filing, the Debtor disclosed $43,600 in assets and $1.81 million in liabilities. Judge Michael B. Kaplan presides over the case. CASHMAN EQUIPMENT: Aug. 14 Hearing on Vessel Sales Procedures ------------------------------------------------------------- Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts will convene a hearing on Aug. 14, 2017 at 10:00 a.m. to consider Cashman Equipment Corp.'s sales procedures in connection with the sale of vessels free and clear of Liens. An agreed upon discovery order will be submitted to Court by July 14, 2017, and a hearing will be held on July 12, 2017 at 9:00 a.m. if needed. About Cashman Equipment Corp. Headquartered in Boston, Massachusetts, Cashman Equipment Corp. -- http://4barges.com/-- was founded in 1995 as a barge rental and marine contracting company with a fleet of 10 barges, 9 of which were built in the 1950s and 1960s. Cashman Equipment and certain of its affiliates and subsidiaries own, operate, rent, and sell a fleet of vessels, including inland and ocean barges, marine accommodation barges, specialized oil spill recovery barges, and tugs, as well as marine equipment, such as cranes, accommodation units, and marine pollution skimmers. Cashman Equipment and certain of its affiliates and subsidiaries, Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic Adventure Sails, LLC, and Cashman Canada, Inc., filed bare-bones Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9, 2017. The petitions were signed by James M. Cashman, the Debtors' president. Mr. Cashman also commenced his own Chapter 11 case (Bankr. D. Mass. Case No. 17-12204). The cases are jointly administered. Cashman Equipment estimated its assets and debt at between $100 million and $500 million. Judge Melvin S. Hoffman presides over the cases. Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy & King, Professional Corporation serve as Cashman Equipment, et al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar LLC, serves as Mr. Cashman's counsel, according to Mr. Cashman's petition. An official committee of unsecured creditors has been appointed in the case and is represented by Michael J. Fencer, Esq., and John T. Morrier, Esq., at Casner & Edwards, LLP. Wilmington Trust Company serves as Indenture Trustee under (i) Trust Indenture dated December 4, 1997, and (ii) Trust Indenture dated April 14, 1999. CASHMAN EQUIPMENT: To Submit Discovery Order on Vessel Sales ------------------------------------------------------------ In connection with Cashman Equipment Corp.'s motion to set procedures for the sale of vessels in the ordinary course, Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts directed Cashman Equipment to submit a proposed agreed upon discovery order. A hearing on the Motion was held on July 12, 2017 About Cashman Equipment Corp. Headquartered in Boston, Massachusetts, Cashman Equipment Corp. -- http://4barges.com/-- was founded in 1995 as a barge rental and marine contracting company with a fleet of 10 barges, 9 of which were built in the 1950s and 1960s. Cashman Equipment and certain of its affiliates and subsidiaries own, operate, rent, and sell a fleet of vessels, including inland and ocean barges, marine accommodation barges, specialized oil spill recovery barges, and tugs, as well as marine equipment, such as cranes, accommodation units, and marine pollution skimmers. Cashman Equipment and certain of its affiliates and subsidiaries, Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic Adventure Sails, LLC, and Cashman Canada, Inc., filed bare-bones Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9, 2017. The petitions were signed by James M. Cashman, the Debtors' president. Mr. Cashman also commenced his own Chapter 11 case (Bankr. D. Mass. Case No. 17-12204). The cases are jointly administered. Cashman Equipment estimated its assets and debt at between $100 million and $500 million. Judge Melvin S. Hoffman presides over the cases. Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy & King, Professional Corporation serve as Cashman Equipment, et al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar LLC, serves as Mr. Cashman's counsel, according to Mr. Cashman's petition. An official committee of unsecured creditors has been appointed in the case and is represented by Michael J. Fencer, Esq., and John T. Morrier, Esq., at Casner & Edwards, LLP. Wilmington Trust Company serves as Indenture Trustee under (i) Trust Indenture dated December 4, 1997, and (ii) Trust Indenture dated April 14, 1999. CGG S.A.: Wins U.S. Recognition of French Proceeding ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York entered an order dated July 13, 2017, recognizing CGG S.A.'s Safeguard Proceeding in France as a "foreign main proceeding" pursuant to sections 1517(a) and 1517(b)(1) of the Bankruptcy Code. Beatrice Place-Faget is recognized as the "foreign representative" as defined in section 101(24) of the Bankruptcy Code in respect of the Safeguard Proceeding, which is pending before the Tribunal de Commerce de Paris (Commercial Court of Paris). Ms. Place-Faget said in her Chapter 15 petition for CGG that the Foreign Debtor has its "center of main interests" as referred to in section 1517(b)(1) of the Bankruptcy Code. As such, the Safeguard Proceeding is a "foreign main proceeding" pursuant to section 1502(4) of the Bankruptcy Code and is entitled to recognition as a foreign main proceeding pursuant to section 1517(b)(1) of the Bankruptcy Code. No objections or responses were filed to the relief requested in the Chapter 15 Petition. About CGG Holding (U.S.) Inc. Paris, France-based CGG Group -- http://www.cgg.com/-- provides geological, geophysical and reservoir capabilities to its broad base of customers primarily from the global oil and gas industry. Founded in 1931 as "Compagnie Generale de Geophysique", CGG focuses on seismic surveys and other techniques to help energy companies locate oil and natural-gas reserves. The company also makes geophysical equipment under the Sercel brand name. The Group has more than 50 locations worldwide, more than 30 separate data processing centers, and a workforce of more than 5,700, of whom more than 600 are solely devoted to research and development. CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the New York Stock Exchange (in the form of American Depositary Shares, NYSE: CGG). After a deal was reached key constituencies on a restructuring that will eliminate $1.95 billion in debt, on June 14, 2017 (i) CGG SA, the group parent company, opened a "sauvegarde" proceeding, the French equivalent of a Chapter 11 bankruptcy filing, (ii) 14 subsidiaries of CGG S.A. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-11637) in New York, and (iii) CGG S.A filed a petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. Case No. 17-11636) in New York, seeking recognition in the U.S. of the Sauvegarde as a foreign main proceeding. Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd. also commenced proceedings under the Companies' Creditors Arrangement Act in the Court of Queen's Bench of Alberta, Judicial District of Calgary in Calgary, Alberta, Canada, to seek recognition of the Chapter 11 cases in Canada. United States Bankruptcy Judge Martin Glenn oversees the Chapter 15 case. CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges (Paris) LLP for the Sauvegarde and chapter 15 case. The Debtors hired Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel. The company's financial advisors are Lazard and Morgan Stanley, and its restructuring advisor is AlixPartners, LLP. Lazard Freres & Co. LLC, serves as investment banker. Prime Clerk LLC is the claims agent in the Chapter 11 cases. Messier Maris & Associes and Millco Advisors, LP, is the financial advisors to the Ad Hoc Noteholder Group, and Willkie Farr & Gallagher LLP and DLA Piper UK LLP, is legal counsel to the Ad Hoc Noteholder Group. Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc Secured Lender Committee; Zolfo Cooper LLC is the restructuring advisor; and Rothschild & Co., is the investment banker. Ashurst serves as counsel to Wilmington Trust (London) Limited as successor agent to Natixis under the French Revolver. Latham & Watkins LLP, serves as counsel to Credit Suisse AG as administrative agent and collateral agent under the U.S. Revolver. Ropes & Gray LLP, serves as counsel to Wilmington Trust, National Association as administrative agent under the U.S. Term Loan. Hogan Lovells U.S. LLP, serves as counsel to the Indenture Trustee in its separate capacities as indenture trustee under each of the three series of High Yield Bonds. Darrois Villey Maillot Brochier and A.M. Conseil represent JG Capital Management, in its capacity as representative of the holders of the Convertible Bonds. Orrick Herrington & Sutcliffe LLP, represents counsel to DNCA. CHARLES STREET: Propel Fin'l to Get $322 Per Month for 7 Yrs at 5% ------------------------------------------------------------------ Charles Street Place, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement dated July 3, 2017, referring to the Debtor's plan of reorganization dated July 3, 2017. Class 5 Tax Lien Contract Holders Claims is impaired and consists of the secured claims of Propel Financial Services, LLC, in an amount no less than $20, 438.58, and no greater than $27,047.70. The claimant in this class will be paid in full by paying monthly in installments to Propel Financial in the amount of $322, with interest at the rate of 5%, starting on the 15th day of the first full month following confirmation of the Debtor's Plan, and continuing throughout the seven-year plan on the 15th day of each month thereafter. Depending on the effective date of the Plan, the actual amount due as corrected by the lienholder may increase slightly due to the continued accrual of pre-confirmation interest. Upon confirmation, Counsel for Propel Financial will calculate and inform the Debtor of the exact amount of the payment. The claimant in this class will retain all statutory liens on the Debtor's property. Default of the Plan will be defined as the failure of the proponent of the plan to make payments or perform any action required to be made under the terms of the confirmed plan. In the event of a default, there will be full reinstatement of the collection powers and contractual rights of Propel Financial as they existed prior to the filing of the bankruptcy petition in this case, including, powers of foreclosure and sale. Class 8 Unsecured Claims is unimpaired and consists of any unsecured claims for which claimant may file subsequent to the filing of the Plan, but prior to the bar date for filing claims. There are currently no known claims in this class, hence all claims currently total of $0. These claims, if any, will be paid in full on the effective date of the Plan. The Plan of Reorganization proposes the continuation of the Debtor's business utilizing the profits to fund the Plan over a seven-year period. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-31462-46.pdf About Charles Street Place, LLC Based in Houston, Texas, Charles Street Place, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-31462) on March 6, 2017. The case is assigned to Judge Jeff Bohm. The Debtor listed under $1 million in both assets and liabilities. The case was initially filed as "Charles Street Properties, LLC." At the hearing on March 29, 2017, the Debtor's counsel, Cynthia B. Lloyd, Esq., asked the Court to change the case title from Charles Street Properties, LLC to Charles Street Place, LLC. Also at the March 29 hearing, the Court directed Ms. Lloyd to file Plan and Disclosure by July 5, 2017. No official committee of unsecured creditors has been appointed in the case. CHARLES STREET: Unsecureds to Recoup 11% Under Plan --------------------------------------------------- Charles Street African Methodist Episcopal Church of Boston filed with the U.S. Bankruptcy Court District of Massachusetts a third amended disclosure statement dated July 5, 2017, referring to the Debtor's second amended third plan of reorganization. Class 9 General Unsecured Claims -- estimated at $783,000 -- are impaired under the Plan. The holders will receive its pro rata share of the unsecured recovery pool. The holders are expected to recover 11%. Upon confirmation of the Plan, the Reorganized Debtor will have sufficient cash to fund distributions under the Plan and to support and meet its ongoing financial needs. The Church has approximately $130,000 in unrestricted cash and $30,000 in restricted cash, as of April 30, 2017. The Church believes the Plan as proposed is feasible and that the Reorganized Debtor will be financially viable after confirmation of the Plan. A copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/mab12-12292-1045.pdf As reported by the Troubled Company Reporter on April 5, 2017, the Debtor filed with the Court a disclosure statement dated March 27, 2017, referring to the Debtor's third plan of reorganization, which stated that recovery for holders of Class 9 General Unsecured Claims -- estimated at $783,000 -- are unknown. About Charles Street Charles Street African Methodist Episcopal Church -- http://www.csrrc.org/-- is located in Roxbury, Massachusetts. Its mission is to advocate for the needs of community residents and to strengthen individuals, families, and the community by providing social, educational, economic, and cultural services. The Debtor filed for Chapter 11 protection (Bankr. D. Mass. Case No. 12-12292) on March 20, 2012, to prevent its lender, OneUnited Bank, from foreclosing on a $1.1 million loan and auctioning off the church. The Debtor estimated both assets and debts of between $1 million and $10 million. The Debtor is represented by the Boston firm Ropes & Gray LLP, which is working free of charge. The Debtor tapped AlixPartners, LLP as restructuring advisor, and Steven G. Elliott as commercial and residential real estate appraiser for purposes of providing expert appraisal testimony. David S. Williams, CEO of Deloitte Financial Advisory Services LLP, was appointed examiner. CHESTON INC: May Use JPM Cash Collateral Until Sept. 30 ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has granted Cheston, Inc., permission to use cash collateral of JPMorgan Chase Bank N.A. until Sept. 30, 2017. The Debtor's ability to use cash collateral is vital to the confidence of the Debtor's vendors and suppliers of the goods and services, to the customers and to the preservation and maintenance of the going concern value of the Debtor's estate. JPMorgan is granted valid, binding, enforceable, and perfected replacement liens and security interests in accordance with Sections 361, 363, 364(c)(2), 364(e), and 552 of the Bankruptcy Code co-extensive with JPMorgan's prepetition liens (if any) in all currently-owned or hereafter-acquired property and assets of the Debtor, of any kind or nature, whether real or personal, tangible or intangible, wherever located, and all proceeds and products. The Debtor may set aside $2,500 per month toward its professional fees; but there will be no payment of accrued professional fees without a prior court order. As adequate protection in accordance with Section 363(e) of the U.S. Bankruptcy Code, the Debtor will pay to JPMorgan on the 1st day of the month starting on July 1, 2017, the sum of $3,000 per month, and the automatic stay under Section 362(a) of the Bankruptcy Code will be modified to the extent necessary to permit JPMorgan to apply such payments to principal amounts owing to JPMorgan as of the Petition Date. A copy of the Cash Collateral Order is available at: http://bankrupt.com/misc/txnb17-32076-46.pdf About Cheston, Inc. Cheston, Inc., operates a sports bar named Christies Sports Bar on McKinney Avenue in in Dallas, Texas. Cheston, Inc., filed a Chapter 11 petition (Bank. N.D. Tex. Case No. 17-32076) on May 29, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Howard Marc Spector, Esq., and Nathan M. Johnson, Esq., at Spector & Johnson, PLLC. CIBER INC: Court Approves $43.95M Settlement With Wash. SBCTC ------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved Ciber Inc.'s motion to enter into a settlement and release agreement by and among Ciber, the State of Washington and the Washington State Board for Community & Technical Colleges (SBCTC). As previously reported, "Ciber and the State, acting through SBCTC, are parties to the SBCTC Contract, which sets forth the Parties' rights and obligations with respect to, among other things, the implementation by Ciber of an integrated enterprise resource planning system for SBCTC and its 34 community and technical colleges. On April 21, 2017, Ciber filed a complaint against Washington in an adversary proceeding before this Court alleging, among other things, breach of such contract by Washington, and seeking payment of $13 million that Ciber alleges to be due and owing under the SBCTC Contract. Under the terms of the SBCTC Contract, SBCTC agreed to pay Ciber a fee of $43,950,000 for its services related to ctcLink. As discussed in greater detail in the Complaint, SBCTC has not paid the final installment of $2,692,333 for the first roll-out wave, which Ciber alleges is due and owing. Moreover, Ciber alleges that an additional $10.4 million remains due to Ciber for the completion of the second and third roll-out waves, which have not yet occurred." About CIBER Inc. CIBER, Inc. -- http://www.ciber.com/-- is a global information technology consulting, services and outsourcing company. CIBER, Inc., and two other affiliates sought bankruptcy protection on April 9, 2017 (Bankr. D. Del. Lead Case No. 17-10772). The petition was signed by Christian Mezger, chief financial officer. The Debtors disclosed total assets of $334.2 million and total liabilities of $171.9 million as of Sept. 30, 2016. The Hon. Brendan Linehan Shannon presides over the case. Morrison & Foerster LLP is the Debtors' lead bankruptcy counsel. Polsinelli, PC, serves as co-counsel while Saul Ewing LLP serves as local counsel. The Debtors also hired Houlihan Lokey as investment banker and financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Prime Clerk LLC as noticing and claims agent. An official committee of unsecured creditors has been appointed in the Chapter 11 case. The committee hired Perkins Coie, LLP as bankruptcy counsel; Shaw Fishman Glantz & Towbin LLC as co-counsel; and BDO Consulting as financial advisor. CONDO 64: May Use American Eagle's Cash Collateral Through July 23 ------------------------------------------------------------------ The Hon. James J. Tancredi of the U.S. Bankruptcy Court for the District Connecticut has entered a 13th order allowing Condo 64, LLC, to use American Eagle Financial Credit Union's cash collateral in the ordinary course of its business up to the maximum amount of $53,908 for a period of 30 days commencing June 24, 2017, and continuing through July 23, 2017. A final hearing on the Debtor's use of cash collateral will be held on July 18, 2017, at 11:00 a.m. As adequate protection to American Eagle for the Debtor's use of cash collateral and for any diminution in the Collateral, American Eagle is granted, nunc pro tunc to the Petition Date: a. a continuing postpetition lien and security interest in all prepetition property of the Debtor as it existed on the Petition Date, of the same type against which Secured Creditor held validly protected liens and security interests as of the Petition Date; and b. a continuing postpetition lien in all property acquired by the Debtor after the Petition Date. The Replacement Liens will maintain the same priority, validity and enforceability as American Eagle's liens on the initial collateral and will be recognized only to the extent of any diminution in the value of the collateral resulting from the use of cash collateral pursuant to the court order. As further adequate protection to American Eagle, the Debtor is authorized to pay to American Eagle the sum of $7,500 for the month of June, which payment will satisfy the Debtor's obligation under Section 362(d)(3)(B) of the Bankruptcy Code during the cash collateral usage period. As additional adequate protection to American Eagle, the Debtor agrees to produce a commitment letter by Oct. 1, 2017, for refinancing a portion of the secured debt of American Eagle. In the event the Debtor has not produced a commitment letter by Oct. 1, 2017, then the Debtor's right to use cash collateral (if the Debtor's right has not terminated prior to the date, and pursuant to further order authorizing same as may then be in effect) will be automatically terminated as of 12:59 p.m. on Oct. 1, 2017, and be subject to further order of the Court, with the Debtor and American Eagle reserving all rights to seek relief before the Court. A copy of the court order is available at: http://bankrupt.com/misc/ctb15-21797-205.pdf About Condo 64 LLC Condo 64, LLC, a single asset real estate under 11 U.S.C. Sec. 101(51B), is the owner of 67 of the 112 condominium units and the leases and rents in connection therewith at the location known as 505-509 Burnside Avenue, East Hartford, Connecticut. Condo 64 filed a Chapter 11 petition (Bankr. D. Conn. Case No. 15-21797) on Oct. 16, 2015. The petition was signed by Oliver C. Pinkard, managing member. The case is assigned to Judge Ann M. Nevins. The Debtor disclosed total assets at $4.6 million and total liabilities at $3.1 million at the time of the filing. The Debtor engaged Kaitlin M. Humble, Esq. and Craig I. Lifland, Esq., at Halloran & Sage LLP, as bankruptcy counsel. The Debtor also tapped Peter Kulas and Tomasetti Kulas & Company, P.C., as accountant. No trustee, examiner or creditors' committee has been appointed in the case. CONSOLIDATED POULTRY: UST Wants Case Dismissed or Converted ----------------------------------------------------------- Samuel K. Crocker, the United States Trustee for Region 8, asks the U.S. Bankruptcy Court for the Western District of Tennessee to dismiss the Chapter 11 case of Consolidated Poultry & Egg Co., Inc., or convert it to Chapter 7. The U.S. Trustee argues that Consolidated Poultry has failed to comply with the Bankruptcy Code, the applicable Rules of this Court, and the guidelines of the Office of the U.S. Trustee. The U.S. Trustee contends that Consolidated Poultry's bankruptcy petition does not clearly indicate whether the Debtor is a small business. The Debtor did not, however, file the documents required under 11 U.S.C. Sec. 1116 (1). The petition was incomplete when filed, and the U.S. Trustee does not have sufficient information at the present time to determine whether the case is a small business case or not. The U.S. Trustee also notes that the Debtor was formed as a Tennessee corporation. On February 5, 2017, however, the State of Tennessee administratively dissolved the Debtor's authority to function as a corporation. As of the date of the U.S. Trustee's request, it does not appear that the Debtor has taken steps adequate to reinstate the charter. The Debtor cannot continue business operations without reinstatement of its charter. On June 22, 2017, in correspondence setting a date for the Initial Debtor Interview, an auditor/analyst with the U.S. Trustee's office requested that the Debtor provide adequate proof of insurance by June 28. That date was subsequently extended to July 5. The U.S. Trustee filed its request July 6, 2017. According to the U.S. Trustee, as of the filing of its Motion, the Debtor has failed to provide evidence of property, liability, and/or worker's compensation insurance covering assets belonging to and operations of the Debtor. On July 5, counsel for the Debtor emailed a Certificate of Liability Insurance to the U.S. Trustee, characterizing the certificate as "relevant to Consolidated's business." The U.S. Trustee says the Certificate is inadequate. The coverage listed thereon expired on July 2. The named insured is an individual, not the Debtor. There is no property, fire or theft liability coverage on real property shown by the Assessor as owned by the Debtor, at 2940 Lotus Road, Memphis, Tennessee. Failure to maintain appropriate insurance is cause for dismissal or conversion, the U.S. Trustee says. The U.S. Trustee is represented by: Karen P. Dennis, Trial Attorney United States Department of Justice Office of the United States Trustee 200 Jefferson Avenue, Suite 400 Memphis, TN 38103 Tel: (901) 544-3211 Consolidated Poultry & Egg Co., Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tenn. Case No. 17-25324) on June 18, 2017, listing under $1 million in both assets and liabilities. Daniel Lofton, Esq., at Craig & Lofton, P.C., serves as Chapter 11 counsel. CONTINENTAL EXPLORATION: Trustee Sale of Interests in Wells Okayed ------------------------------------------------------------------ Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized the sale by Jason R. Searcy, the Chapter 11 trustee of Continental Exploration, LLC, to XTO Energy, Inc., of the Debtor's interests in various oil and gas wells which are operated by the Buyer, or one of its related entities for $525,000. The effective date of the sale is July 1, 2017. The sale, as of the effective date, is free and clear of all liens, claims and interests of every type and nature. At the closing of the sale contemplated, the proceeds attributable to the property being sold subject to the lien of Wells Fargo in the amount of $306,804 will be paid to Wells Fargo. XTO owns interests in mineral properties operated by the Debtor prepetition and then by the DIP and the Trustee on a post-petition basis. Similarly, the Debtor's bankruptcy estate is the owner of interests in mineral properties operated by XTO both on a prepetition and postpetition basis. Consequently, the Trustee and XTO may each hold claims against the other, both on both a prepetition and postpetition basis. The requirements of Bankruptcy Rules 6004(h) and 6006(d) have been satisfied or otherwise deemed as waived. The Order will become effective immediately upon entry for all purposes and will not be subject to any stay. A copy of the Assignment and Bill of Sale attached to the Order is available for free at: http://bankrupt.com/misc/Continental_Exploration_424_Order.pdf About Continental Exploration Continental Exploration, LLC, sought Chapter 11 protection (Bankr. E.D. Tex. Case No. 15-41607) on Sept. 2, 2015, estimating assets and liabilities of less than $50,000. Eric A. Liepins, Esq., at Eric A. Liepins P.C., served as the Debtor's counsel. On Jan. 4, 2016, Jason R. Searcy was appointed as the Debtor's Chapter 11 trustee. The trustee tapped his own firm, Searcy & Searcy, P.C., as counsel. Mr. Searcy also hired Gollob Morgan Peddy & Co., P.C. as accountant, and EnergyNet.com to sell certain oil and gas interests online. CRYSTAL ENTERPRISES: Hearing on Plan Outline Set for Sept. 26 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland has scheduled for Sept. 26, 2017, at 10:30 a.m. the hearing to consider the approval of Crystal Enterprises, Inc.'s disclosure statement dated June 30, 2017, referring to the Debtor's Chapter 11 plan dated June 30, 2017. Objections to the Disclosure Statement must be filed by Aug. 9, 2017. About Crystal Enterprises Crystal Enterprises, Inc., is in the business of operating a food service company and is located in Glenn Dale, Maryland. Crystal Enterprises filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-22565), on Sept. 19, 2016. The petition was signed by Sandra Thurman Custis, president. The case is assigned to Judge Wendelin I. Lipp. At the time of filing, the Debtor disclosed total assets of $114,844 and total liabilities of $3.36 million. The Debtor is represented by Rowena Nicole Nelson, Esq., at the Law Office of Rowena N. Nelson, LLC. No trustee or examiner has been appointed in this case and no official committees have yet been appointed. On Feb. 20, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. Under the plan, general unsecured creditors are expected to recover 13% of their claims. D.J. SIMMONS: Court Rejects Ch.7 Conversion Bid, Prefers Trustee ---------------------------------------------------------------- The Hon. Joseph G Rosania Jr. entered an order denying the request of D.J. Simmons, Inc., D.J. Simmons Company Limited Partnership and and Kimbeto Resources, LLC, to convert their Chapter 11 cases to one under chapter 7 of the Bankruptcy Code. Judge Rosania, instead, granted the request of BOKF, NA d/b/a Bank of Oklahoma, to appoint a Chapter 11 trustee in the Debtors' cases. Section 1112(a) of the Bankruptcy Code provides that a debtor may convert a case from chapter 11 to one under chapter 7 unless (a) the debtor is not a debtor in possession, (b) the case was originally commenced as an involuntary chapter 11 case, and (c) the case was converted to a chapter 11 case other than at the debtor's request. As reported by the Troubled Company Reporter, the Debtors early in June filed an amended plan of reorganization and accompanying disclosure statement, proposing to pay holders of general unsecured claims within five years through payment of 23% of each holder's allowed claim. The Plan calls for the Debtors to initially continue operations as the operator of its oil and gas properties. But in their Motion to Convert, the Debtors state that the request is made in good faith, and not an abuse of process, and there are no other extraordinary circumstances that would limit the Debtors' right to convert. On June 30, BOKF, NA d/b/a Bank of Oklahoma, filed a request asking the Court to appoint a Chapter 11 trustee in the cases. About D.J. Simmons Company LP Farmington, New Mexico-based D.J. Simmons Inc. -- http://www.djsimmons.com/-- is an independent oil and gas exploration and production company. D.J. Simmons and its affiliates have oil and natural gas reserves from approximately 100 wells operated by DJS, Inc., and 500 wells operated by third parties in Colorado, New Mexico, Utah, and Texas. Kimbeto Resources, LLC, owns 13 wells in Rio Arriba County, New Mexico. DJS, Inc., also operates the wells owned by Kimbeto. D.J. Simmons Company Limited Partnership holds most of the oil and gas and other assets. Kimbeto holds oil, gas, and other related assets on land owned by the Jicarilla Apache Tribe. DJS, Inc, operates the Assets and employs a small administrative staff. DJS Co. LP, Kimbeto and DJS, Inc., filed Chapter 11 petitions (Bankr. D. Colo. Case Nos. 16-11763, 16-11765 and 16-11767) on March 1, 2016. The cases are jointly administered under Lead Case No. 16-11763. The petitions were signed by John Byrom, president of DJS, Inc. DJS Co. LP disclosed $9.94 million in total assets and $12.9 million in total liabilities. Kimbeto disclosed $976,190 in total assets and $9.81 million in total liabilities. Ethan Birnberg, Esq., at Lindquist & Vennum LLP, serves as the Debtors' counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. DAMIAN KUTZNER: Amin Buying Newport Beach Property for $4.2M ------------------------------------------------------------ Damian Robert Kutzner asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of real property located at 511 Cliff Drive, Newport Beach, California, to Purandar Amin for $4,200,000. The encumbrances of record against the Property are: Recording Date Description Amount -------------- ----------- ------ 05/10/2006 Deed of Trust $2,100,000 09/14/2006 Deed of Trust $370,522 04/23/2007 Deed of Trust $100,000 06/21/2007 Deed of Trust $220,000 07/20/2016 Mechanic's Lien $599 07/26/2016 Mechanic's Lien $4,500 05/22/2007 Abstract of Judgment $78,223 12/12/2007 Abstract of Judgment $5,047 05/11/2010 Federal Tax Lien $64,763 04/07/2015 Abstract of Judgment $38,166 05/29/2015 State Tax Lien $56,098 10/13/2015 Property Tax Lien $164 10/13/2015 Property Tax Lien $161 11/08/2016 Property Tax Lien $163 ---------- Total $3,038,404 ========== After payment of the encumbrances and all costs of sale, there will remain the approximate sum of $878,618. The Debtor asks for authorization to make demand upon escrow for the balance remaining after escrow's payment of the encumbrances even though the amount is insufficient to pay off the Plan. The sale is for the fair market value of the Property. The escrow company can be reached at: CLAREMONT ESCROW, INC. 405 W. Foothill Blvd., Suite 101 Claremont, CA 91711 Telephone: (909) 399-1171 Facsimile: (909) 982-1600 Escrow officer: Vanessa Alcaraz Damian Robert Kutzner sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-11895) on May 11, 2017. The Debtor tapped Peter L. Nisson, Esq., at Nisson & Nisson, as counsel. DEBORAH LYNN PARTIDA: 9th Cir. Says MVRA Overrides Bankruptcy Stay ------------------------------------------------------------------ Jody Godoy, writing for Bankruptcy Law360, reports that the Ninth Circuit upheld a finding by the Bankruptcy Appellate Panel that the Mandatory Victims Restitution Act overrides the bankruptcy code's automatic pause on litigation. According to Law360, the court ruled that the bankruptcy code's automatic stay on litigation after a petition is filed does not apply to attempts to collect restitution in criminal cases under MVRA. The bankruptcy appeal presents a question of first impression in the Ninth Circuit concerning whether the Bankruptcy Code's automatic stay provision, 11 U.S.C. Section 362, operates to prevent the government's collection of criminal restitution under the MVRA. The MVRA provides the government with broad powers to enforce a civil judgment "[n]otwithstanding any other federal law." The Ninth Circuit agreed with the Bankruptcy Appellate Panel that the MVRA allows the government to collect restitution despite the automatic stay. The two other circuits to consider similar issues have reached the same result. The appeals case is DEBORAH LYNN PARTIDA, Appellant, v. UNITED STATES DEPARTMENT OF JUSTICE, Appellee, No. 15-60045 (9th Cir.). A full-text copy of the Opinion dated July 7, 2017, is available at https://is.gd/Fg7zEn from Leagle.com. Daniel L. Geyser (argued), Stris & Maher LLP, Los Angeles, California; Christopher P. Burke, Las Vegas, Nevada; for Appellant. Roger Wenthe (argued), Assistant United States Attorney; Daniel G. Bogden, United States Attorney; United States Attorney's Office, Las Vegas, Nevada; for Appellee. Before: Mary M. Schroeder and Johnnie B. Rawlinson, Circuit Judges, and William H. Stafford, Jr., District Judge. About Deborah Lynn Partida In 2002, Deborah Lynn Partida pleaded guilty to one count of embezzlement and theft of labor union assets, for which she served eighteen months in prison and agreed to pay $193,337.33 in criminal restitution. Partida failed to pay the restitution and, on March 5, 2013, she filed for Chapter 13 bankruptcy. At the time of filing, Partida reported owing $218,500.77 for the 2002 conviction. Partida's Chapter 13 plan was confirmed on March 6, 2014. DEMCO INC: Wants to Increase DIP Financing to $1.50 Million ----------------------------------------------------------- Demco, Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of New York to amend its Senior, Secured, Super-Priority Debtor-in-Possession Credit and Security Agreement dated May 10, 2017, with Alba Investments, LLC, to increase the maximum amount from $1 million to $1.50 million and to change the deadline in the DIP Financing Agreement for approval of the Debtor's Disclosure Statement from July 15, 2017, to Aug. 18, 2017. A hearing to consider the Debtor's request to amend and to increase final debtor-in-possession financing agreement with Alba Investments will be held on July 26, 2017, at 2:00 p.m. On March 22, 2013, the Court authorized the Debtor to obtain up to $500,000 in DIP Financing from National Environmental Safety Company, Inc., which allowed the Debtor to start pursuing new post-petition commercial and light industrial demolition and environmental remediation work. Thereafter, by a court order entered on Dec. 11, 2013, and an amended court order entered on Dec. 16, 2013, the Debtor was authorized to borrow up to $1 million from NESCO. NESCO has not at any time loaned more than $500,000 to the Debtor, however. Since the approval of the NESCO DIP court orders, the Debtor has bid on and has obtained contracts to perform a number of demolition and site remediation projects in many parts of the country. NESCO has not loaned any funds to the Debtor for several years and the Debtor has been self-funding its operations from its cash flow, without any operating line of credit during that time period. On April 24, 2017, the Debtor sought court authorization to enter into the DIP Financing Agreement with Alba Investments, which was granted on a final basis by court order dated May 10, 2017. The DIP Financing Agreement and the final DIP court order authorized a loan in a maximum amount of $1 million. Alba Investments has funded that borrowing. The Debtor is now seeking authorization to increase the maximum amount of borrowing from Alba Investments to $1.5 million because delays in certain of the projects on which the Debtor is currently working have delayed the timing of the Debtor's receipt of certain revenues which had been projected in the cash flow budget which was a part of the final DIP court order. Contemporaneously with the Court's approval of the final DIP court order, work at the Florida Power & Light (Cedar Bay) project was temporarily put on hold by the owner. While it is anticipated that that work will be continuing, the Debtor had anticipated generating approximately $1,225,000 in receivables from this project for the months of May, June and July, 2017, while incurring job costs of approximately $750,000 during the same period. Therefore, the Debtor's net revenues for this period are anticipated to be reduced by approximately $475,000 from what had previously been projected. Additionally, the Santee Cooper Moncks Corner project has been progressing slightly more slowly than anticipated. Excessive groundwater flooding the basement of that power plant has slowed the progress of that job, which has slowed the Debtor's receipt of the revenues previously projected to be received from that contract. The Debtor's proposed additional borrowing from Alba Investments will enable it to move forward towards confirmation on substantially the same schedule as originally proposed. The Debtor is in the final stages of preparing its proposed Plan of Reorganization and accompanying Disclosure Statement, which, in accordance with the DIP Loan Agreement, must be approved by the Court no later than Sept. 30, 2017. Given the progress that the Debtor has made toward reaching its exit strategy goals, the Alba Investments has indicated a willingness to further fund the Debtor's operations by increasing the maximum amount from $1 million to $1.5 million. This increased funding will enable to the Debtor to timely perform on all of its post-petition obligations, including performance on current ongoing jobs that are essential to the reorganization efforts. The sole proposed modifications to the DIP Financing Agreement are to modify the defined term maximum amount, which was previously $1 million to allow for a maximum amount of $1.5 million, and to change the deadline for approval of the Debtor's Disclosure Statement from July 15, 2017, to Aug. 18, 2017. All other terms will remain unaffected, including but not limited to the proposed DIP Financing coming due on Sept. 30, 2017, or potentially earlier in the event of a default. As has been the case from the inception of this DIP Financing, the Debtor is seeking to confirm a Chapter 11 Plan of Reorganization prior to Sept. 30, 2017, and anticipates that Alba Investments will provide exit financing in connection with that Plan; however, no formal commitment to make financing is currently in place. It is currently the Debtor's anticipation that the DIP Financing from Alba Investments will be in the nature of a bridge loan which is intended to help the Debtor with its short-term cash needs and to move forward with efforts to confirm a Chapter 11 plan of reorganization. The Debtor anticipates that the obligations will accrue interest but will not be repaid prior to confirmation. It is also the contemplation of the parties that Alba Investments will provide additional exit financing to the Debtor to assist it to fund payments to be made pursuant to its Chapter 11 plan, however, no financing agreement exists at this time. It is still also anticipated that after confirmation, Alba Investments will exercise the Lender Election and become the majority owner of the Debtor. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/nywb12-12465-885.pdf About Demco Inc. Demco, Inc., aka Decommissioning & Environmental Management Company, is a specialty trade contractor based in West Seneca, New York, which provides demolition services, nuclear work, environmental clean-up, disaster response and a variety of other services throughout the United States and, on a project-by-project basis, internationally. Some of Demco's better known demolition projects in the past have included the Rocky Flats Nuclear Power Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial Auditorium, and the Sunflower Army Ammunition Plant. Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No. 12-12465) on Aug. 6, 2012. Bankruptcy Judge Michael J. Kaplan presides over the case. Daniel F. Brown, Esq., at Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the Debtor in its restructuring effort. Freed Maxick CPAs, P.C. serves as its accountants, and Horizons Consulting, LLC, serves as its tax consultants. The petition was signed by Michael J. Morin, controller. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three creditors to serve on the Official Committee of Unsecured Creditors. The Committee retained Amigone, Sanchez & Mattrey, LLP as its counsel. First Niagara Bank, the cash collateral lender, is represented by William F. Savino, Esq., at Damon Morey. DEVITA LOGISTICS: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Devita Logistics, Inc., as of July 13, according to a court docket. About Devita Logistics Devita Logistics, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-01866) on May 22, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Taylor J King, Esq. DR. LUIS A. VINAS: Wants to Use Cash Collateral Through Aug. 31 --------------------------------------------------------------- Dr. Luis A. Vinas, MD, PA, asks for permission from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral from July 31, 2017, through Aug. 31, 2017. These entities who may claim an interest in cash collateral: King's Cash Group, LG Funding LLC, Pearl Capital Rivis Ventures, Bank United, and On Deck Capital. The Debtor wants to continue to use its cash on hand and any cash generated from the recovery of any receivable until the time as KGC, LG, Pearl, Bank United and On Deck are either paid in full, a plan is confirmed, the case is dismissed, or further order of the Court. No additional liens, other than replacements liens, in the cash, will be provided to the Secured Claimants. Adequate protection will be provided by the increase in value of collateral by virtue of the continued orderly operations of the business, and monthly interest payments as reflected in the budget. Upon information and belief, the amount due to KGC on the Petition Date was $18,473; the amount due to LG on the Petition Date was $8,325; the amount to due to Pearl on the Petition Date was $146,900; the amount due to BU was $709,747; and the amount due to On Deck was $4,856. On the Petition Date, the Debtor had approximately $12,000 in cash on hand and $378,690 in accounts receivables. These funds and those received post-petition are the cash for which authority is sought. The Debtor's request for the use of the Secured Claimants cash collateral is meant to cover the Debtor's essential expenses contained in the budget, and to ensure successful operations to allow the Debtor to achieve a reorganization. Those expenses include payment of wages, supplies, food, pharmaceutical products and the payment of the claims of vendors for other services or products that are necessary to operate the Debtor's practice. The Debtor requests the use of the cash collateral through the time the Secured Claimants are paid in full or until the Debtor emerges from Chapter 11, whichever occurs first. The Secured Claimants have not consented to the Debtor's use of cash collateral. Unless authorized to use the cash received in the ordinary course of business, the Debtor will be unable to remain in business and provide the necessary services and care for the patients whose health and safety is dependent upon the ability to provide the necessary care. These expenditures also must be made to maintain compliance with the various regulatory and licensing agencies who have authority over the Debtors' affairs. In addition, the estate is administratively insolvent. Therefore, in the absence of the ability to spend and reorganize, all creditors will receive less than their allowed claims and most will receive no distribution at all. As adequate protection for the use of the cash collateral, the Debtor will, with the Court's permission, grant the Secured Claimants a continuing lien on cash and other receivables. In addition, by remaining a going concern the Debtor will be able to collect its existing accounts receivable and will be a benefit to the other creditors of the Debtor's estate. A copy of the court order is available at: http://bankrupt.com/misc/flsb17-14765-68.pdf As reported by the Troubled Company Reporter on July 12, 2017, the Court previously granted the Debtor authorization to use cash collateral to fund ongoing ordinary and necessary operations for the period commencing on June 27 and ending on July 31, 2017. About Dr. Luis A. Vinas, MD PA. Dr. Luis A. Vinas, MD PA, is engaged in the health care business and is 100% owned by Dr. Luis A. Vinas. Dr. Vinas is Board Certified by The American Board of Plastic Surgery. For over two decades, Dr. Vinas has been nationally recognized for his surgical techniques and minimally invasive surgical procedures. Dr. Vinas is a plastic surgeon specializing in cosmetic and reconstructive surgery including facelifts, tummy tucks, breast augmentation, single-stage breast reconstruction, liposuction, body contouring, and anti-aging procedures. Dr. Luis A. Vinas, MD PA, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-14765) on April 17, 2017. Luis A Vinas, MD, president and 100% owner, signed the petition. The case is assigned to Judge Paul G. Hyman, Jr. The Debtor is represented by Nicholas B. Bangos, Esq., at Nicholas B. Bangos, P.A. At the time of filing, the Debtor had estimated assets of at least $50,000 and liabilities ranging from $1 million to $10 million. DREAM SOURCE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Dream Source Homes, LLC, as of July 13, according to a court docket. Dream Source Homes, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Case No. 17-03034) on May 1, 2017. The Hon. Marian F. Harrison presides over the case. DURAVANT LLC: S&P Affirms 'B' CCR, Off CreditWatch Negative ----------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on Duravant LLC, including its 'B' corporate credit rating, and removed them from CreditWatch, where it placed them with negative implications on June 16, 2017. The outlook is negative. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to Engineered Machinery Holdings, Inc.'s proposed first-lien credit facility, which comprises a $70 million revolving credit facility, a $500 million first-lien term loan, and a $65 million delayed-draw feature. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 60%) in the event of a default. "In addition, we assigned our 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $235 million second-lien term loan, which comprises a $210 million term loan and a $25 million delayed-draw feature. The '6' recovery rating indicates our expectation for negligible recovery (0%-10%; rounded estimate: 5%) in the event of a default. We expect to withdraw our ratings on the company's existing debt after that debt is repaid at the close of the acquisition. "The negative outlook reflects Duravant's very high pro forma leverage following the sale to Warburg Pincus and our expectation that leverage will remain high due to its aggressive acquisition activity, which elevates its financial risk. We estimate that at the transaction close, leverage will be about 8.5x, but we anticipate that this will improve to about 7x by year-end 2018. We anticipate that Duravant will draw on its committed, combined $90 million delayed-draw capacity over the next 18 months to finance additional acquisitions, which could lead to deteriorating leverage if the company encounters any operational or integration difficulties. "The negative outlook reflects our belief that there is at least a one-in-three likelihood of a downgrade in the next 12 to 18 months. We could do so if, for example, weaker-than-expected market demand or operational issues cause Duravant's credit measures to deteriorate such that adjusted debt to EBITDA remains over 7x for an extended period. We could also lower the ratings if the company's free cash flow declines significantly and its liquidity becomes constrained, leading it to draw on its revolver to the point where there isn't sufficient headroom under the maximum net first-lien leverage test. A downgrade could also stem from the company engaging in additional debt-funded activity, particularly dividend distributions. "We could revise the outlook to stable if Duravant's operating performance remains strong such that we expect adjusted debt to EBITDA below 7x over the next 18 months and free cash flow remains sufficiently positive. We could also revise our outlook to stable if Duravant reduces leverage by using excess cash to voluntarily repay debt instead of to fund inorganic growth or for other corporate purposes." EARL GAUDIO: Auction Sale of Tilton Assets Approved --------------------------------------------------- Judge Mary P. Gorman of the U.S. Bankruptcy Court for the Central District of Illinois authorized Earl Gaudio & Son Inc.'s sale of real estate improved with an office and refrigerated warehouse building located at 1803 Georgetown Road, Tilton, Illinois, together with the personal property located thereon by auction. In resolution of the Limited Objection of the Illinois Department of Revenue ("IDOR"), the IDOR consents to and agrees that any Interest it may hold in the Real Estate Assets may be sold free and clear. However, IDOR reserves the right to assert that an Illinois bulk sales law Interest has superiority in the distribution of the Sale proceeds and the Debtor and all parties in interest reserve the right to object to such assertion and Interest. About Earl Gaudio & Son, Inc. Earl Gaudio & Son, Inc., filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 13-90942) on July 19, 2013. The petition was signed by Angela E. Major Hart, as authorized signer of First Midwest Bank, custodian. Judge Gerald D. Fines presides over the case. The Debtor disclosed $11,849,187 in assets and $8,489,291 in liabilities as of the Chapter 11 filing. John David Burke, Esq., and Ben T. Caughey, Esq., at Ice Miller, LLP, serve as the Debtor's counsel. The U.S. Trustee appointed five creditors to serve in the Official Committee of Unsecured Creditors. The Committee retained Evans, Forehlich, Beth & Chamley as its local counsel, and Rubin & Levin, P.C., as its counsel. EARTH PRIDE: Hires Trout Ebersole as Accountant ----------------------------------------------- Earth Pride Organics, LLC, et al., seek authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Trout Ebersole & Groff LLP, as accountant to the Debtors. Earth Pride requires Trout Ebersole to: a. prepare consolidated financial statements for the Debtors; b. prepare corporate Tax Returns; c. assist to the PA Amnesty Program; and d. provide any services requested by the Debtors. Trout Ebersole will be paid at these hourly rates: Partner $320 Supervisor/Manager/Senior $135-$200 Praprofessionals/Staff $100 Within 90 days of the petition date, Trout Ebersole received from the Debtors the amount of $4,315. Trout Ebersole agreed to waive any pre-petition amount due that is outstanding. Trout Ebersole will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald Mowery, partner of Trout Ebersole & Groff LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Trout Ebersole can be reached at: Donald Mowery TROUT EBERSOLE & GROFF LLP 1705 Oregon Pike Lancaster, PA 17601 Tel: (717) 569-2900 About Earth Pride Organics, LLC Earth Pride Organics, LLC -- http://earthprideorganics.com/-- is a family owned holding company that includes American Specialty Foods, Lancaster Fine Foods, EPX Trucking and C.O. 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 bankruptcy cases. Paul Brinton Mashchmeyer, Esq., at Maschmeyer Karalis P.C., serves as the Debtors' bankruptcy counsel. EAST VILLAGE: Disclosures OK'd; Aug. 18 Plan Confirmation Hearing ----------------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York has approved East Village Properties LLC and affiliates' second amended disclosure statement dated June 29, 2017, referring to the Debtors' second amended joint plan of reorganization dated June 29, 2017. The hearing on confirmation of the Debtors' Plan will commence on Aug. 18, 2017, at 10:00 a.m. Objections to the plan confirmation must be filed no later than 5:00 p.m. on Aug. 8, 2017. The deadline for filing and service of replies to any objection to confirmation of the Plan is 5:00 p.m. (Eastern Time) on Aug. 14, 2017. Ballots of holders of claims and interests in classes 2, 4, 5 and 6 must be completed, signed, indicate either an acceptance or a rejection of the Plan, and delivered to the Debtors' balloting agent, Robinson Brog Leinwand Greene Genovese & Gluck P.C., no later than Aug. 8, 2017, at 5:00 p.m. EST. The bid procedures as set forth in the Plan and Disclosure Statement are approved by the Court and will govern the sale of the Debtors' properties. The auction sale of the Properties will be conducted at the offices of Robinson Brog Leinwand Greene Genovese & Gluck P.C., on Aug. 7, 2017, at 11:00 a.m., upon the terms and conditions set forth in the Bid Procedures. All Bids must be sent and received by counsel to the Debtors by Aug. 1, 2017, at 4:00 p.m. According to the Debtors' Second Amended Disclosure Statement, Class 5 General Unsecured Insider Claims -- approximate allowed amount is $6,550,000 -- are impaired by the Plan. The holders will recover 90%. The plan fund is the cash consideration to be provided by EVF1 LLC to the Plan Administrator as part of the consideration for the transfer of the Properties and will be used to fund the Plan Fund. It is comprised of (i) $4 million for property related obligations, (ii) $8.50 million for all other debts, and (iii) $1 million for the carve out (which includes professional fees) and is subject to adjustment as provided for in the Plan. The Plan provides for the substantive consolidation of the Debtors and their estates for purposes of implementing the Plan. Substantive consolidation is a process by which the assets and liabilities of different debtor entities are consolidated and the various debtor entities are treated as a single entity. The consolidated assets create a single fund from which all of the claims against the consolidated debtors are satisfied. Creditors of single entities before consolidation become creditors of the consolidated debtors, sharing in the assets of the consolidated estate. Substantive consolidation also eliminates intercompany claims of the debtor companies and duplicate claims against the related debtors. In addition, creditors of the consolidated entities are combined for purposes of voting on a plan of reorganization for the consolidated entity. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb17-22453-135.pdf As reported by the Troubled Company Reporter on July 5, 2017, the Debtors previously filed with the Court a first amended disclosure statement for their joint plan of reorganization, dated June 23, 2017, which provided that the estimated recovery of Class 2 EVF1 secured claimants is 90% while class 5 general unsecured insider claimant would also get 90%. About East Village Properties East Village Properties, LLC, and its affiliates own 15 multi-family residential apartment buildings in the east village of New York City. The Debtors sought Chapter 11 protection (Bankr. S.D. N.Y. Lead Case No. 17-22453) on March 28, 2017, estimating assets and liabilities of less than $50,000. The petitions were signed by David Goldwasser, authorized signatory of GC Realty Advisors LLC, manager. Judge Robert D. Drain presides over the cases. Robinson Brog Leinwand Greene Genovese & Gluck P.C. represents the Debtors as legal counsel. ENGLEWOOD WOMEN'S SERVICES: UST Wants Case Converted or Dismissed ----------------------------------------------------------------- Andrew R. Vara, the Acting United States Trustee, asks the U.S. Bankruptcy Court for the District of New Jersey to convert the Chapter 11 case of Englewood Women's Services LLC to a chapter 7 case or, in the alternative, dismiss the case, whichever the Court finds to be in the best interests of creditors and the bankruptcy estate. A hearing on the request is set for August 8, 2017 at 10:00 a.m. The Debtor is a tenant under a lease with Harry Harper, Mark Pascal and Stanley, Waintraub as Landlord, and subleases the premises to American HealthCare Services, PC. The sublease is the Debtor's only source of income. The Debtor has no other assets. On June 29, 2017, the Court entered an Order Vacating Automatic Stay, in favor of the Debtor's Landlord. Therefore, the Landlord is free to evict the Debtor, which will end its only source of income. The U.S. Trustee contends that the Debtor has no income or assets to fund a plan of reorganization. Substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation is "cause" to convert or dismiss this case pursuant to 11 U.S.C. Sec. 1112(b)(4)(A). The Acting U.S. Trustee is represented by: Mitchell B. Hausman, Esq. One Newark Center, Suite 2100 Newark, NJ 07102 Telephone: (973) 645-3014 E-mail: Mitchell.B.Hausman@usdoj.gov About Englewood Women's Services Englewood Women's Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-20259) on May 18, 2017. Steven C. Brigham, M.D., manager, signed the petition. At the time of the filing, the Debtor estimated less than $50,000 in assets and less than $100,000 in liabilities. The Debtor hired the Law Offices of Perez and Bonomo as counsel. EQUITY HOLDINGS: Unsecureds to Recover 24% Over 5 Years ------------------------------------------------------- Equity Holdings Group filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement in support of its amended plan of reorganization, dated July 7, 2017. Allowed General Unsecured Creditors are classified in Class 4, and will receive a distribution of 24% of their Allowed Claims in annual installments over a period of five years after the Effective Date of the Plan if the Plan is approved by consent. Otherwise, if the Plan is approved pursuant to the provisions of 11 U.S.C. section 1129(b), the Debtor projects that general unsecured creditors will receive a distribution of 24% on their Allowed Claims. The Debtor will fund the Plan using income generated from a combination of sources including, but not limited to, as follows: - Class 7 Offered to Purchase Shares in Reorganized Entity - Post-Effective Date Race Operations and Events - Post-Confirmation Lending - Asset Liquidation A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/cob16-20096-100.pdf About Equity Holdings Group Equity Holdings Group, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-20096) on October 12, 2016. The petition was signed by Donald A. Hulse, chief executive officer. The case is assigned to Judge Thomas B. McNamara. The Debtor is represented by Berken Cloyes, P.C. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. ERIN ENERGY: Incurs $26.5 Million Net Loss in First Quarter ----------------------------------------------------------- Erin Energy Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $26.50 million on $31.27 million of revenues for the three months ended March 31, 2017, compared to a net loss attributable to the Company of $32.41 million on $4.92 million of revenues for the three months ended March 31, 2016. "During the first quarter, we produced approximately 597,000 net barrels of oil and generated revenues of approximately $31.3 million," said Jean-Michel Malek, interim chief executive officer. "We closed on the capital necessary for this year's drilling and farmed-out a portion of our assets in The Gambia. As we look ahead, we are excited to kick off our drilling campaign, increase Oyo production, and look to turn to the exploration of the Miocene in Nigeria." For the first quarter 2017, net daily production was approximately 5,500 bopd, compared with 1,800 bopd for the comparative period in 2016. The Company lifted and sold approximately 597,000 net barrels of oil at an average price of $52.41 per barrel, compared to approximately 161,000 net barrels of oil at an average price of $30.54 per barrel. As of March 31, 2017, cash, cash equivalents and restricted cash were approximately $28.5 million. Operational Update Production volumes for the quarter were approximately 5,500 net barrels of oil compared to approximately 1,800 net barrels in the comparative period 2016. The Company's crude oil inventory was approximately $3.9 million at March 31, 2017. Erin Energy recently announced it has entered into a drilling services contract with Pacific Drilling and secured a sixth generation drillship, the Pacific Bora. The Company will drill the Oyo-9 well (Oyo-9) first. The Oyo-9 is a development well, which will be drilled on the Oyo field and will be tied in to the field's current production facility. The well is expected to add an additional 6,000 to 7,000 barrels of oil per day from the field. The Company has the option to drill up to two additional wells with the Pacific Bora. Subject to capital availability, the Company will use the Pacific Bora to drill one to two of its Miocene exploration prospects. Erin Energy has four drill-ready prospects, which target P50 Prospective Resources of 2.4 billion barrels of oil. In The Gambia, the Company announced in March 2017, it entered into a definitive farm-out agreement with FAR Ltd. (FAR), an Australian Securities Exchange listed oil and gas company. As part of the farm-out agreement, FAR will acquire an 80% interest and operatorship of Erin Energy's offshore A2 and A5 blocks, with the Company retaining a 20% working interest in both blocks. Under the terms of the farm-out agreement, which is subject to approval by the Government of the Republic of The Gambia, upon receipt of this approval, FAR will pay the Company a purchase price of $5.2 million and will carry $8.0 million of the Company's share of costs in a planned exploration well to be drilled in late 2018. In addition, if the Company's share of the exploration well is less than $8.0 million, the balance is to be paid in cash to the Company. In Kenya, the Company continues to evaluate the prospectivity of identified leads on its onshore blocks and is currently designing an additional, targeted 2-D seismic acquisition on the blocks. Erin Energy has stated that the most prospective of its Kenya assets are its onshore blocks and has focused the majority of its work on these blocks. The Company also announced it would not seek an additional extension of its offshore L-27 and L-28 blocks due to the high costs and risks associated with frontier exploration in the current price and market environments. Erin Energy stated that relinquishment of the two blocks was in the Company's long-term best interest. In Ghana, Erin Energy continues to conduct geotechnical subsurface studies of existing 3-D seismic data to further high-grade its prospect inventory on the Expanded Shallow Water Tano block. The Company is also planning a new 3-D marine seismic acquisition survey. The Company expects to issue a formal invitation to tender to marine seismic vendors in the second half of 2017. Actual field operations will take place after the resolution of the Ghana-Cote d'Ivoire maritime border dispute arbitration later this year. A full-text copy of the Form 10-Q is available for free at: https://is.gd/rdVdF6 About Erin Energy Houston, Texas-based Erin Energy Corporation is an independent oil and gas exploration and production company focused on energy resources in Africa. The Company's strategy is to acquire and develop high-potential exploration and production assets in Africa, and to explore and develop those assets through strategic partnerships with national oil companies, indigenous local partners and other independent oil companies. Erin Energy Corporation seeks to build and operate a strategic portfolio of high-impact exploration and near-term development projects with significant production, reserves and resources growth potential. The Company has production and exploration projects offshore Nigeria, as well as exploration licenses offshore Ghana, Kenya and Gambia, and onshore Kenya. Erin Energy reported a net loss attributable to the Company of $142.40 million on $77.81 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $430.93 million on $68.42 million of revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Erin Energy had $287.4 million in total assets, $538.2 million in total liabilities and a total capital deficiency of $250.8 million. Pannell Kerr Forster of Texas, P.C., in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company incurred net losses in each of the years ended Dec. 31, 2016, 2015 and 2014, and as of Dec. 31, 2016, the Company's current liabilities exceeded its current assets by $264.4 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. ERIN ENERGY: Sakiru Ayoade Named Chief Executive Officer -------------------------------------------------------- The Board of Directors of Erin Energy Corporation appointed Sakiru Adefemi (Femi) Ayoade as the Company's chief executive officer to replace the Interim Chief Executive Officer, Jean-Michel Malek, effective as of May 18, 2017. Mr. Ayoade has served as vice president of Production Operations for the Company since 2016 and the managing director of Erin Petroleum Nigeria Limited since 2013. He has more than 20 years of experience in the oil and gas industry, substantial knowledge of the regulatory and political environment of Nigeria and extensive experience on exploration and production operations offshore Nigeria. From 2008 to 2013, he was a senior technical executive at CAMAC Petroleum Limited and Allied Energy Plc Nigeria, and from 2006 to 2008, he was a Senior Drilling Engineer at Nigeria Agip Exploration (a subsidiary of ENI). Mr. Ayoade also served as a senior petroleum engineer at Allied Energy Resources Nigeria Limited from 1997 to 2005. Mr. Ayoade earned a Master of Science in petroleum engineering from the University of Houston and a Higher National Diploma from the Petroleum Training Institute and has had extensive training in drilling, completion and subsea engineering. There are no arrangements or understandings between Mr. Ayoade and any other person pursuant to which he was selected as Chief Executive Officer, nor are there any family relationships between Mr. Ayoade and any of the Company's directors or executive officers. There are no transactions between Mr. Ayoade and the Company that would be reportable under Item 404(a) of Regulation S-K promulgated under the Exchange Act. As the chief executive officer, Mr. Ayoade's compensation will consist of a base salary of $330,000 per year, a discretionary cash performance bonus of 0-100% of base salary and an annual long-term incentive equity award valued at up to 200% of base salary awarded in accordance with the Company's Amended 2009 Equity Incentive Plan, as amended. Additionally, he will receive 29,166 shares of the Company's restricted stock, with fifty percent vesting on the first anniversary and fifty percent on the second anniversary of the Effective Date, and 133,333 options to purchase the Company's stock at a price per share set at the market close price on the grant date, which is the Effective Date, with one-third vesting on the first anniversary, one-third vesting on the second anniversary and one-third vesting on the third anniversary of the Effective Date. On May 23, 2017, Jean-Michel Malek, senior vice president, general counsel and secretary of the Company, and previously interim chief executive officer, entered into a Separation Agreement with the Company pursuant to which he acknowledged his decision to resign as senior vice president, general counsel and secretary effective May 31, 2017. Under the Separation Agreement, Mr. Malek will receive a severance payment of $291,000 payable over a 12-month period, less any legally required deductions and withholdings, and the Company will accelerate by 12 months the vesting of all outstanding restricted common stock and options exercisable for common stock previously granted to Mr. Malek under the Company's 2009 Equity Incentive Plan, with all vested options (including accelerated options) remaining exercisable for a period 12 months thereafter. The Separation Agreement included Mr. Malek's release and waiver of claims against the Company. Further, Mr. Malek entered into a Consulting Agreement on May 23, 2017, with the Company pursuant to which he will be paid $8,333 per month in exchange for his services. The Consulting Agreement commences on June 1, 2017, and ends May 31, 2018, unless either party terminates the Consulting Agreement by providing 30 days' written notice. The Company has named Aaron Ball as senior counsel. Mr. Ball will assume the legal responsibilities for the Company from Mr. Malek and will likewise be assisted by Mr. Malek pursuant to Mr. Malek's Consulting Agreement. Mr. Ball has 20 years experience in domestic and international, corporate and commercial transactions in the upstream oil and gas, oilfield services and manufacturing industries. Mr. Ball received a L.L.M. in taxation from DePaul University, his J.D. from The American University, Washington and a B.A. from Butler University. About Erin Energy Houston, Texas-based Erin Energy Corporation is an independent oil and gas exploration and production company focused on energy resources in Africa. The Company's strategy is to acquire and develop high-potential exploration and production assets in Africa, and to explore and develop those assets through strategic partnerships with national oil companies, indigenous local partners and other independent oil companies. Erin Energy Corporation seeks to build and operate a strategic portfolio of high-impact exploration and near-term development projects with significant production, reserves and resources growth potential. The Company has production and exploration projects offshore Nigeria, as well as exploration licenses offshore Ghana, Kenya and Gambia, and onshore Kenya. Erin Energy reported a net loss attributable to the Company of $142.40 million on $77.81 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $430.93 million on $68.42 million of revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Erin Energy had $287.40 million in total assets, $538.23 million in total liabilities and a total capital deficiency of $250.83 million. Pannell Kerr Forster of Texas, P.C., in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company incurred net losses in each of the years ended Dec. 31, 2016, 2015 and 2014, and as of Dec. 31, 2016, the Company's current liabilities exceeded its current assets by $264.4 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. ESPLANADE HL: Sale of Round Lake Property for $1.5M Approved ------------------------------------------------------------ Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois authorized the sale by Esplanade HL, LLC and its debtor-affiliates, of 171 W. Belvidere Road, LLC's commercial real property in Round Lake, Illinois, to RL Commons, LLC, or its designee or assignee for $1,450,000. The sale is free and clear of all liens, claims, liabilities, and encumbrances. 171 Belvidere is authorized to assume and assign the Leases to the Purchaser in accordance with the Purchase Agreement and the Order free and clear of all interests. To the extent applicable, the payment (or escrow) of the applicable Cure Amounts by the Purchaser will (i) effect a cure of all defaults existing thereunder as of the Closing; (ii) compensate for any actual pecuniary loss to such counterparty resulting from such default; and (iii) together with the assumption of the Leases by 171 Belvidere and the assignment of the Leases to the Purchaser, constitute adequate assurance of future performance thereof. To further facilitate the assumption and assignment of the Leases, the contract counterparty will be required to sign the Tenant Estoppel Certificate no later than five days prior to the Closing. The net proceeds of the Sale Transaction will be deposited into 171 Belvidere's DIP account, and no such proceeds may be disbursed unless pursuant to a plan of reorganization or by other further Order of the Court. A&G, pursuant to that certain Real Estate Services Agreement dated Dec. 2, 2016, as approved by the Court in its order granting Debtor's Application to Employ A&G Realty Partners, LLC, will be paid at Closing in connection with and pursuant to the Purchase Agreement. Provident Realty, Inc., the Purchaser's broker, will also be paid in accordance with the Purchase Agreement at Closing. Notwithstanding Rules 6004(h) and 6006(d), the Order will be effective immediately upon entry and 171 Belvidere is authorized to close the transactions contemplated by the Purchase Agreement immediately upon entry of the Order, subject to the terms of the Purchase Agreement. A copy of the Purchase Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Esplanade_HL_191_Order.pdf About Esplanade HL Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place, LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC each filed chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008, 16-33010, 16-33011, 16-33013, and 16-33015, respectively) on Oct. 17, 2016. The petitions were signed by William Vander Velde III, sole member and manager. Judge Carol A. Doyle is the case judge. The Debtors are represented by Harold D. Israel, Esq. and Sean P. Williams, Esq., at Goldstein & McClintock, LLLP. The Debtors have requested the joint administration of their cases. Big Rock Ranch estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000. ETERNAL ENTERPRISE: May Use Hartford Cash Collateral Until July 31 ------------------------------------------------------------------ The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut has authorized Eternal Enterprise, Inc., to use cash collateral of Hartford Holdings, LLC, as successor to the interests of Astoria Federal Mortgage Corporation, on an interim basis, from July 1, 2017, through and including July 31, 2017. A continued hearing on the use of cash collateral will be held on July 28, 2017, at 10:00 a.m. The Court finds that it is essential to the Debtor's business and operations to use cash generated from rents so as to continue to pay ordinary course operating expenses including maintaining the property. Without court authority to use the cash collateral, the Debtor will suffer harm and be forced to terminate operations. The Debtor may use cash collateral for maintaining its properties and U.S. Trustee's statutory fees. The use of cash collateral is necessary to continue operations for the benefit of the estate. In exchange for use of cash collateral by the Debtor, Hartford Holdings is granted replacement liens in all after-acquired property of the Debtor from this property, and that the liens will be of equal extent and priority to that which the Astoria Federal Mortgage Corporation enjoyed with regard to the property at the time the Debtor filed its Chapter 11 petition. This grant of a replacement lien is without prejudice to the claim of Hartford Holdings that grant may not constitute adequate protection. Hartford Holdings is authorized and is granted relief from the automatic stay to take whatever steps are necessary under applicable law to perfect any replacement liens granted under the court order. However, it will not be necessary for it to take any steps to perfect replacement lien, which will be deemed perfected pursuant to the court order. The Debtor will not make any payment on any loans from insiders or officers. For the 30-day period covered by the court order, the Debtor is authorized to use up to $114,447 ($118,447 in the budget less the sum of $4,000 for accounting) of cash collateral and make a reduced adequate protection payment of $1,553 to Hartford Holdings. Accordingly, the Debtor will pay make up payments for this period upon receipt of payment for lost income from the Debtor insurance policy: for the difference between the $1,553 payment provided herein and the sum of $35,000 previously used to establish adequate protection payments, Eternal Enterprises will pay Hartford Holdings the sum of $33,447. The Debtor will make a direct monthly payment to the City of Hartford, the sum of $29,219, to be applied to the real estate tax obligations for the Debtor's several properties located in the City of Hartford (excluding 360 Laurel Street) on a pro rata basis. The Debtor will promptly provide Hartford Holdings and the Office of the U.S. Trustee, detailed descriptions of the proposed budget's building supply line item ($3,500) and the Building Repairs & Maintenance item ($5,500) and request consent and approval of these payments. If such consent and approval is not forthwith provided, the Debtor will notify the Court, upon which an immediate hearing will be held to consider the approval of excess payment. To the extent that the adequate protection ordered and provided turns out to be inadequate, Hartford Holdings will be entitled to a superpriority administrative expense claim. A copy of the Interim Order is available at: http://bankrupt.com/misc/ctb14-20292-1174.pdf About Eternal Enterprise Eternal Enterprises Inc. -- http://www.eternalenterprises.net/-- was initially started in 1997 for the purpose of managing and owning low income apartment buildings in Hartford, Connecticut. Since its inception, Eternal has been a family business primarily operated by spouses, Vera Mladen and Dusan Mladen, and their son, Goran Mladen. Eternal Enterprises, which owns and manages eight properties located in Hartford, Connecticut, filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 14-20292) on Feb. 19, 2014. Vera Mladen, president, signed the petition. The Debtor estimated assets at $50,000 to $100,000 and debt at $1 million to $10 million at the time of the Chapter 11 filing. Judge Ann M. Nevins presides over the case. Irene Costello, Esq., at Shipkevich, PLLC, serves as counsel to the Debtor, while Greene Law, PC, acts as special counsel. Lakeshore Realty has been tapped as broker to the Debtor. * * * On Feb. 8, 2017, the Debtor filed a disclosure statement, which explains its Chapter 11 plan of reorganization. The Plan proposes to pay general unsecured creditors in full in cash. EXPLORER HOLDINGS: S&P Affirms 'B' CCR Following Loan Add-Ons ------------------------------------------------------------- U.S.-based provider of software-enabled clinical research solutions Explorer Holdings Inc. is seeking a $210 million add-on to its first-lien term loan and $30 million add-on to its second-lien term loan to complete a $185 million acquisition. Proceeds from the financing will also be used to repay the outstanding revolver balance. S&P Global Ratings estimates that pro forma adjusted leverage will increase to 9.6x from 8.1x. The acquisition target operates in the same cardiac safety and respiratory efficacy segments as Explorer and further solidifies Explorer's leading market position in these categories, S&P said. S&P Global Ratings affirmed its 'B' corporate credit rating on Explorer Holdings Inc. The outlook is stable. At the same time, S&P said its 'B' issue-level rating on Explorer's first-lien facilities. The '3' recovery rating on this debt reflects S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. S&P said, "In addition, we affirmed our 'B-' issue-level rating on the company's second-lien facility. The '5' recovery rating on this debt reflects our expectation for modest (10%-30%; rounded estimate: 10%) recovery in the event of a payment default. "The affirmation reflects our view that, despite the increase in leverage as result of this transaction, we expect the pro forma company, inclusive of two additional tuck-in acquisitions since December 2016, to generate moderate free operating cash flow. The ratings continue to reflect our expectation for rapid revenue and EBITDA expansion, in line with expected growth in the broader Electronic Clinical Outcome Assessments (eCOA) market. "The stable outlook on Explorer Holdings reflects our expectation that revenue and EBITDA will continue to expand rapidly, enabling the company to generate moderate discretionary cash flows. Although we expect the company to deleverage over the next 12 months, we believe leverage will remain above 6.0x and FFO to debt will be below 10%." "We could consider a lower rating if the company experienced slower revenue growth combined with a margin decline of 400 basis points due to demand weakness (as opposed to acquisition integration expenses). In our view, this could result in minimal free operating cash flow generation. "Despite significant deleveraging anticipated as a result of EBITDA expansion over the next 12 months, we think an upgrade is highly unlikely without substantial debt reduction. We view this as unlikely given the company's history of acquisitions and financial sponsor ownership, which we expect to favor business growth over debt reduction." FIRST FLIGHT: May Use WF Cash Collateral Until Sept. 28 ------------------------------------------------------- The Hon. Thomas J. Catliota of the U.S. Bankruptcy Court District of Maryland has entered an interim consent order authorizing First Flight Limited Partnership's use of cash collateral and granting adequate protection to WashingtonFirst Bank until 4:00 p.m. on Sept. 28, 2017. WashingtonFirst Bank consents to the Debtor's use of cash collateral. WashingtonFirst Bank is granted valid, perfected, enforceable and non-avoidable first-priority security interests and liens in, to and against all present and future rents, proceeds, receipts, accounts, accounts receivable, products and profits arising from or as a result of the real property generally known as Unit 1 shown on the Condominium Plat of First Flight Air Park Condominium, Inc., as recorded in Plat No. 429 and 430 in the Land Records of Washington County, Maryland, or any other prepetition collateral. As additional adequate protection for WashingtonFirst Bank's interests in the cash collateral, immediately upon the entry of this Order, and continuing at all times thereafter, the Debtor will use WashingtonFirst Bank's cash collateral to pay the ongoing expenses of the Property, and will also use cash collateral to: (a) pay for adequate insurance for the Property; (b) pay for any real estate taxes owed against the Property; (c) maintain the Property in good repair; and (d) to make the payment to WashingtonFirst Bank. In addition, as further adequate protection for WashingtonFirst Bank's consent to the Debtor's use of cash collateral, by 3:00 p.m. on July 5, 2017, the Debtor will deliver to WashingtonFirst Bank, in immediately available funds, a payment in the amount of $19,862.70. Further, payment in the same amount will be made on Aug. 5, 2017, and September 2017. A copy of the Interim Consent Order is available at: http://bankrupt.com/misc/mdb17-18645-31.pdf As reported by the Troubled Company Reporter on July 7, 2017, the Debtor sought court permission to enter a consent order authorizing the Debtor's use of cash collateral and granting WashingtonFirst Bank adequate protection of its interest in the prepetition collateral and cash collateral. WashingtonFirst Bank is willing to consent to the Debtor's use of cash collateral. About First Flight LP First Flight Limited Partnership, a Virginia limited liability partnership, owns two commercial buildings: 119,166-square-foot office facility & 761,360-square foot industrial(airport/airplane hangars) located at 18540 Showalter Rd. Hagerstown, Maryland. First Flight LP, doing business as Topflight Airpark, filed a Chapter 11 petition (Bankr. D. Md. Case No. 17-18645) on June 25, 2017. The petition was signed by Barrie Peterson, sole member and president of Airpark Holdings, LLC, the general partner of FFLP. At the time of filing, the Debtor disclosed $54.52 million in assets and $14.54 million in liabilities. The case is assigned to Judge Thomas J. Catliota. The Debtor is represented by Morgan William Fisher, Esq., at the Law Offices of Morgan William Fisher, LLC. The Office of the United States Trustee has not appointed an Official Committee of Unsecured Creditors in this case. FLOUR MOUNTAIN: Has Court's Final OK to Use Cash Collateral ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has entered an agreed final order authorizing Flour Mountain, LLC, to use cash collateral. The Debtor, on the one hand, and the Independent Bank, successor-by-merger to Northstar Bank, on the other hand, have advised the Court that they have reached a final agreement to allow the Debtor to use cash collateral. As to the subsequent use of cash collateral, the Debtor will apply the following procedure as to the use of cash collateral for each succeeding 30 day period: a. the Debtor will file a proposed budget with the Court, and via CM/ECF or by e-mail or fax as applicable, send a copy of same to all creditors seven days prior to Aug. 1, 2017, which date would be July 25, 2017. The proposed budget will be for the next month's operational expenses (i.e. August); b. if the Bank fails to object to the Monthly Budget Filing by close of business two days prior to Aug. 1, 2017, which would be Aug. 28, 2017, then the proposed Monthly Budget Filing will become the budget for the next calendar month Period; c. if the Bank timely objects to Monthly Budget Filing, then cash collateral use will be allowed in accordance with the prior month's budget until the Court can hear the objection. Nothing prohibits Debtor from seeking emergency relief if the effect of the objection and the continuance of the prior month's budget would jeopardize business operations; d. each subsequent month, the Monthly Budget Filing will be submitted seven days prior to the end of the applicable monthly cycle and the deadline for objecting to the proposed use of cash collateral will be two business days prior to the end of the applicable monthly cycle. The time frame for objection and the procedure for hearing will be the same for each period, until further order of the Court; and e. nothing in this procedure would prohibit Bank from seeking to require that a different procedure be used solely for cash collateral budgeting purposes, provided Bank makes known by filing an objection to the procedure 14 days or more before Debtor's deadline to file the next Monthly Budget Filing. The Court grants the Bank a replacement security liens on and replacement liens on all of Debtor's personal property including any and all products and proceeds thereof, whether the property was acquired before or after the Petition Date. As additional adequate protection to Bank, the sum of $2,500 starting on the 15th day after entry of the court order, and continuing thereafter on or before the 15th day of each month thereafter until modification of the court rder, confirmation of a plan, conversion to a Chapter 7 case, entry of an order lifting or modifying the automatic stay, or dismissal to protect against the diminution in value of Prepetition Collateral. In the event an objection to the adequate protection payment provided is filed with the Court, the Debtor will not make any adequate protection payments until further order of the Court. A copy of the court order is available at: http://bankrupt.com/misc/txnb17-32052-45.pdf As reported by the Troubled Company Reporter on June 23, 2017, the Court previously granted the Debtor interim authorization to use cash collateral of Northstar Bank until Sept. 7, 2017. About Flour Mountain Flour Mountain, LLC, operates a Mellow Mushroom restaurant. It is a franchisee under an agreement with Home Grown Industries, the franchisor of Mellow Mushroom restaurants. Mellow Mushroom is a pizzeria chain featuring craft beer, calzones and creative stone-baked pizzas. Flour Mountain is an affiliate of Greenville Dough, LLC, Melkinney, LLC, and Quality Franchise Restaurants, which sought bankruptcy protection (Bank. N.D. Tex. Case Nos. 17-31858 to 17-31860) on May 5, 2017. Flour Mountain filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-32052) on May 25, 2017. Luis Gonzalez, managing member, signed the petition. At the time of filing, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in estimated liabilities. The case is assigned to Judge Barbara J. Houser. The Debtor is represented by Robert Thomas DeMarco, Esq., at DeMarco-Mitchell, PLLC. No trustee or examiner has been appointed, and no official committee of creditors has yet been established. FOTV MEDIA: Squar Milner Replaced BDO as Accountants ---------------------------------------------------- FOTV Media Networks Inc. dismissed BDO LLP as the independent registered public accounting firm, effective on May 18, 2017. The Board of Directors of the Company approved BDO's dismissal. The Company does not presently have an Audit Committee. The reports of BDO on the financial statements of the Company as of and for each of the fiscal years ended Dec. 31, 2015, and 2014 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principle, except that the reports on the financial statements of the Company contained an explanatory paragraph regarding the Company's ability to continue as a going concern. The Company said that during its fiscal years ended Dec. 31, 2015, and 2014, and through May 18, 2017, the date of the dismissal of BDO, (i) there were no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BDO's satisfaction, would have caused BDO to make reference to the subject matter of the disagreement in connection with its reports on the financial statements of the Company for those years, and (ii) there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K. On May 19, 2017, the Board of Directors of the Company approved the appointment of Squar Milner LLP to serve as the Company's independent registered public accounting firm for the quarter ended Sept. 30, 2016, and the year ended Dec. 31, 2016. The effective date of Squar Milner's appointment as the Company's independent registered public accounting firm for the fiscal year ended Dec. 31, 2016, is May 19, 2017. According to the Company, during the fiscal years ended Dec. 31, 2016, and 2015, and the subsequent interim period through May 19, 2017, neither the Company, nor anyone acting on the Company's behalf, has consulted with Squar Milner. About FOTV Based in Beverly Hills, Calif., FOTV Media Networks Inc. operates an internet-based IPTV platform serving video streams monthly to a global audience who watch the Company's live programming, 700 linear channels, 90,000 on demand movies, documentaries, podcasts, music videos and social TV services. The Company's programming reaches satellite audiences via DISH Network in the US, and FreeSat in Europe. In April 2016, the Company changed its name from FilmOn.TV Networks Inc. to FOTV Media Networks Inc. As of June 30, 2016, FOTV had $34.42 million in total assets, $16.29 million in total liabilities and $18.12 million in total stockholders' equity. "We have experienced net losses and significant cash used in operating activities since our inception and as of June 30, 2016, had an accumulated deficit of approximately $70 million, a net loss of approximately $12.5 million and net cash used in operating activities of approximately $7.2 million for the six months ended June 30, 2016. Our management expects us to continue to incur net losses and have significant cash outflows for at least the next twelve months. These conditions, among others, raise substantial doubt about our ability to continue as a going concern. The condensed consolidated financial statements included this filing have been prepared assuming that we will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support our cost structure," as disclosed in the Company's quarterly report for the period ended June 30, 2016. As at June 30, 2016, the Company had cash and cash equivalents of approximately $0.5 million, compared to $0.7 million at the beginning of the year. During the six months ended June 30, 2016, the Company received approximately $2.1 million for the issuance of its series A convertible preferred stock and the Company received approximately $7.2 million from its majority shareholder for the issuance of its common stock. GARBER BROS: Creditors' Panel Hires Blakeley as Counsel ------------------------------------------------------- The Official Committee of Unsecured Creditors of Garber Bros., Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Massachusetts to retain Blakeley LLP, as counsel to the Committee. The Committee requires Blakeley to: a. assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of the Debtor's business, including the formulation of a plan of reorganization; b. advise the Committee as to its duties and powers; c. appear on behalf of the Committee at all meetings required under the guidelines of the Office of the U.S. Trustee; d. assist the Committee with respect to the legal ramifications of any proposed financing, refinancing or sale of real or personal property; e. advise the Committee regarding its, and the Debtor's, rights and duties in connection with leases and other agreements; f. prepare on behalf of the Committee necessary applications, answers, orders, reports and other legal papers; g. assist the Committee in complying with the requirements of the OUST; h. negotiate with holders of unsecured claims and to file objections to such claims, if necessary; i. assist the Committee in preparing and presenting to the Bankruptcy Court a disclosure statement and plan of reorganization or liquidation; j. obtain confirmation of a plan of reorganization and liquidation, subject to approval of the Bankruptcy Court; and k. perform such other legal services as may be required in the interests of the creditors, including to prosecute avoidance, preference and other recovery actions on behalf of the estate. Blakeley will be paid at these hourly rates: Scott E. Blakeley $495 Ronald A. Clifford $395 Associates $295 Law Clerk $145 Paralegal $145 Blakeley will also be reimbursed for reasonable out-of-pocket expenses incurred. Ronald A. Clifford, partner of Blakeley LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Blakeley can be reached at: Ronald A. Clifford, Esq. BLAKELEY LLP 18500 Von Karman Ave., Suite 530 Irvine, CA 92612 Tel: (949) 260-0611 About Garber Bros., Inc. Garber Bros., is a greater Boston convenience store distributor. It abruptly closed its doors on April 10, 2017, and ceased operations. Alleged creditors signed an involuntary Chapter 7 petition for Garber Bros., Inc. (Bankr. D. Mass. Case No. 17-11802) on May 15, 2017. The petitioning creditors are BIC USA, Conagra Brands, Inc., General Mills, Inc., Mars Financial Services, Mondelez, Nestle USA The Coca-Cola Company, and The Hershey Company. The petitioning creditors are represented by Janet E. Bostwick, at Janet E. Bostwick, PC. On June 7, 2017, the Court granted the Debtor's motion to convert the case to Chapter 11. Murphy & King, PC represents the Debtor as counsel. Argus Management Corporation serves as the Debtor's financial advisor. On June 28, 2017, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Blakeley LLP. William K. Harrington, the United States Trustee, appointed five holders of unsecured claims to the Official Committee of Unsecured Creditors in the Chapter 11 case of Garber Bros., Inc. The Committee hires Blakeley LLP, as counsel. GARBER BROS: Sale of Remaining Inventory Approved ------------------------------------------------- Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts authorized Garber Bros., Inc.'s private sale of remaining inventory. An expedited hearing on the Motion was held on July 12, 2017. The sale is free and clear of all liens, claims encumbrances, and interests. About Garber Bros. Garber Bros., Inc., is a greater Boston convenience store distributor. It abruptly closed its doors on April 10, 2017, and ceased operations. Alleged creditors signed an involuntary Chapter 7 petition for Garber Bros. (Bankr. D. Mass. Case No. 17-11802) on May 15, 2017. The petitioning creditors are BIC USA, Conagra Brands, Inc., General Mills, Inc., Mars Financial Services, Mondelez, Nestle USA The Coca-Cola Company, and The Hershey Company. The petitioning creditors are represented by Janet E. Bostwick, at Janet E. Bostwick, PC. On June 7, 2017, the Court granted the Debtor's motion to convert the case to Chapter 11. Murphy & King, PC, is the Debtor's counsel, and Argus Management Corporation serves as the Debtor's financial advisor. On June 28, 2017, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Blakeley LLP. GARDEN FRESH: Wants Exclusive Plan Filing Period Moved to Oct. 30 ----------------------------------------------------------------- Fresh-G Restaurant Intermediate Holding, LLC, and debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods for the Debtors to file a plan or reorganization through and including Oct. 30, 2017, and solicit acceptances of that plan through and including Dec. 27, 2017. A hearing on the Debtors' request will be held on Aug. 21, 2017, at 2:00 p.m. (ET). Objections to the request must be filed by July 27 at 4:00 p.m. (ET). The current Plan Period will expire on July 31, 2017, and the current Solicitation Period will expire on Sept. 28. The Debtor tells the Court that termination of the Exclusive Periods would adversely impact the Debtors' efforts to preserve and maximize the value of these estates and the progress of these Chapter 11 cases. If the Court were to deny the Debtors' request for an extension of the Exclusive Periods, any party in interest would be free to propose a Chapter 11 plan for the Debtors. That ruling would foster a chaotic environment with no central focus and cause harm to the estates, the Debtors say. Since the Debtors last requested that the Court extend the Exclusive Periods, the Debtors have expended considerable effort continuing to address various items related to the consummation of the sale of substantially all of the Debtors' assets. In particular, the Debtors have assisted the Purchaser with the assumption and assignment of executory contracts and unexpired leases, and rejected those executory contracts and leases that the purchaser, GFRC Promotions LLC, does not wish assumed and assigned and which provide no further economic benefit to the Debtors. Due to the scope of the Debtors' prepetition operations, attending to these contract and lease issues has proven to be a significant task. In addition, the Debtors are continuing to assist the Purchaser with its reconciliation of those claims arising under Section 503(b)(9) of the U.S. Bankruptcy Code. The current Exclusive Periods simply have not afforded the Debtors with sufficient time to address these issues, as well as other issues, that have arisen in connection with the consummation of the Sale, while simultaneously planning the best manner in which to wrap-up these cases. The Debtors submit that the complexity and relatively short duration of these Chapter 11 cases warrant the extension of the Exclusive Periods. These cases are only approximately ten months old and have progressed at a fast pace. As set forth above, the Debtors continue to work diligently to address their remaining obligations under the Purchase Agreement. The Debtors have made significant and material progress in these Chapter 11 cases. In particular, the Debtors conducted a thorough marketing process, successfully obtained approval of the Sale, and closed the Sale. The Debtors have been and are continuing to work with the Purchaser to assume and assign to the Purchaser certain executory contracts and unexpired leases related to the Purchased Assets, and reconcile the Sec. 503(b)(9) Claims. Accordingly, the Debtors submit that they have made good faith progress in these Chapter 11 cases, which weighs in favor of extending the Exclusive Periods. The Debtors assure the Court that because the Debtors' undisputed post-petition obligations continue to be paid, the requested extension of the Exclusive Periods will not prejudice the legitimate interests of post-petition creditors. About Garden Fresh Restaurant Intermediate Holding, LLC Founded in 1978 and headquartered in San Diego, California, Garden Fresh owns of 123 Souplantation and Sweet Tomatoes restaurants across 15 states. Garden Fresh has 5,500 employees, approximately 5,000 of whom are employed on an hourly basis. Fresh-G Restaurant Intermediate Holding, LLC fka Garden Fresh Restaurant Intermediate Holding, LLC, and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Case Nos.16-12174 to 16-12178) on Oct. 3, 2016. The petitions were signed by John D. Morberg, chief executive officer. The Debtors have hired Morgan, Lewis & Bockius LLP as general counsel; Young, Conaway, Stargatt & Taylor, LLP, as local counsel; Piper Jaffray Companies as financial advisor; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. At the time of the filing, Garden Fresh Restaurant Intermediate Holdings estimated assets and debts at $0 to $50,000. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 13, 2016, appointed five creditors of Garden Fresh Restaurant Intermediate Holdings, LLC, et al., to serve on the official committee of unsecured creditors. The Debtor has changed its name to Fresh-G Restaurant Intermediate Holding, LLC following the sale of the Company's assets to GFRC Holdings, which comprised a group of prepetition term loan lenders affiliated with Cerberus Capital Management, L.P. and Ares Capital Corp. The buyer submitted the only qualified bid -- a credit bid $95 million against the debt it held against the Debtors plus an agreement to assume certain of the company's liabilities post-sale -- which was approved by the Court in January 2017. GARDEN OF EDEN: Exclusive Plan Filing Deadline Moved to Aug. 25 --------------------------------------------------------------- The Hon. James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York has extended, at the behest of Garden of Eden Enterprises, Inc., et al., the periods during which the Debtors have the exclusive right to file a plan of reorganization to and including Aug. 25, 2017, and during which the Debtors will have the exclusive right to solicit acceptances to a plan to and including Oct. 23, 2017. As reported by the Troubled Company Reporter on June 21, 2017, the Debtors sought the extension, saying that additional time requested is necessary to enable the Debtors to evaluate their businesses and formulate and negotiate a plan of reorganization with its secured creditors and the official committee of unsecured creditors. About Garden of Eden Enterprises Garden of Eden Enterprises, Inc., Broadway Specialty Food, Inc., Coskun Brothers Specialty, and Garden of Eden Gourmet Inc. filed chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-12488, 16-12490, 16-12491, 16-12492, respectively) on Aug. 29, 2016. The petitions were signed by Mustafa Coskun, president. The cases are assigned to Judge James L. Garrity Jr. Doing business as Garden of Eden, the Debtors operate three upscale full-service specialty-food retail stores at leased premises in New York. The Debtor Garden of Eden Enterprises is the parent operating company of the Debtors, and maintains its place of business at 720 Anderson Avenue, Cliffside Park, New Jersey 07010. Clifford A. Katz, Esq., and Scott K. Levine, Esq., of Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP, serve as counsel to the Debtors. At the time of filing, the Debtors disclosed $8.05 million in assets and $8.29 million in liabilities. A list of the Debtors' 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb16-12488.pdf U.S. Trustee William K. Harrington on Sept. 15, 2016, appointed three creditors to serve on the official committee of unsecured creditors of Garden of Eden Enterprises, Inc., et al. The Official Committee retained Sullivan & Worcester LLP as counsel. GENON MID-ATLANTIC: Has Forbearance Deal Thru Aug. 15 ----------------------------------------------------- GenOn Mid-Atlantic, LLC, an indirect and wholly owned subsidiary of GenOn Energy, Inc. and GenOn Americas Generation LLC, on July 7, 2017, entered into a Forbearance Agreement regarding seven separate Indentures of Trust, Mortgage and Security Agreements related to its seven facility lease agreements regarding the Morgantown facilities, with U.S. Bank National Association, as lease indenture trustee and pass through trustee, and certain Holders of the Pass Through Trust Certificates as defined in the Forbearance Agreement. On Feb. 24, 2017, GenMa received notices of the existence of certain events of default including the failure to comply with a covenant requiring the maintenance of qualifying credit support under the Facility Lease Agreements from certain of the owner lessors under the Facility Lease Agreements. On March 7, 2017, GenMa filed a complaint in the Supreme Court for the State of New York against U.S. Bank and certain owner lessors under the Facility Lease Agreements seeking, among other things, a declaratory judgment that no lease events of default existed. Pursuant to the Forbearance Agreement, U.S. Bank and the Consenting Certificateholders agreed to forbear in the exercise of their rights and remedies and to forbear from taking any action with respect to the effects of any alleged default, alleged event of default, or any other alleged breach under the Facility Lease Agreements in relation to the ongoing disputes related to the Facility Lease Agreements. In consideration for such forbearance, GenMa agreed, among other things, to ratify and affirm its obligations and responsibilities under the Facility Lease Agreements. The Forbearance Agreement became effective on July 10, 2017 and will remain effective until the earlier of (i) 12:01 a.m. on August 15, 2017 and (ii) an event of termination under the Forbearance Agreement. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as counsel to the Consenting Certificateholders. A copy of the Forbearance deal is available at https://is.gd/bZrHnV GFC PROPERTIES: May Use Valley National Bank's Cash Until July 31 ----------------------------------------------------------------- The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida has entered an agreed second interim order granting GFC Properties, Inc.'s request to use Valley National Bank, N.A.'s cash collateral until July 31, 2017. The Court will hold a final hearing on the Debtor's request to use cash collateral on July 26, 2017, at 2:00 p.m. The Debtor is authorized nunc pro tunc to May 25, 2017, to use the rents, fees, charges, accounts or other payments for the use or occupancy of apartments, or other income generated by the Debtor's 26-unit apartment complex located at 111 NW 152nd Street, Miami, Florida 33169, to pay only ordinary business expenses necessary for the operation of the Property. The Debtor will continue making monthly, interest-only, adequate protection payments of $5,200 to First Mortgage Holder on the 28th day of each month through the earlier of (a) the entry of a confirmation order or, (b) the entry of a dismissal order. Payments will be made payable to Shutts & Bowen LLP by delivering a check or money order, for good and immediately available funds, to VNB's counsel of record, Harris J. Koroglu, Esq., at Shutts & Bowen LLP, 200 South Biscayne Boulevard, Suite 4100, Miami, Florida 33131. First Mortgage Holder will have a replacement lien with the same validity and priority as its prepetition liens upon all property which would have constituted its collateral but for the commencement of this Chapter 11 bankruptcy case by the Debtor First Mortgage Holder will have the right to assert a super-priority administrative expense claim under Section 507(b) of the U.S. Bankruptcy Code. A copy of the Interim Order is available at: http://bankrupt.com/misc/flsb17-16585-48.pdf As reported by the Troubled Company Reporter on June 20, 2017, the Court signed an interim order authorizing the Debtor to use the cash collateral of Valley National Bank, N.A., until June 30, 2017. The Debtor was authorized to use the rents, fees, charges, accounts or other payments for the use or occupancy of apartments, or other income generated by the Debtor's 26-unit apartment complex located at 111 NW 152nd Street, Miami, FL 33169 to pay only ordinary business expenses necessary for the operation of the Property in accordance with the budget. 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. At the time of filing, the Debtor estimated assets and liabilities to be less than $50,000. The Debtor is represented by Sheleen G. Khan, Esq., at the Law Office of Sheleen G. Khan P.A. No trustee, or examiner or committee has been appointed in the Chapter 11 case. GLOBAL TELLINK: S&P Affirms 'B' CCR, Outlook Stable --------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Mobile, Ala.-based Global Tel*Link Corp. The outlook is stable. At the same time, S&P said, "we lowered the issue-level rating on the company's revolving credit facility and first-lien term loan to 'B' from 'B+' and revised the recovery rating to '3' from '2'. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for lenders in the event of a payment default. "We also affirmed the 'CCC+' issue-level rating on the company's senior secured second-lien term loan. The recovery rating remains '6', indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default. "The rating affirmation reflects our expectation that pro forma leverage in the mid-5x area will decline to the high-4x area by the end of 2017, which is comfortably below our downgrade trigger of 6.5x. We expect leverage improvement will be the result of EBITDA growth from a greater mix of higher margin ancillary services, lower expenses associated with regulatory lawsuits, and synergies related to the acquisition of Telmate. We expect GTL will continue to generate good levels of free operating cash flow (FOCF) and that EBITDA interest coverage will be between 3x-4x through 2018. "The stable outlook reflects our expectation that pro forma leverage in the mid-5x area will decline to the high-4x area by year-end 2017, primarily benefiting from EBITDA growth as a result of a greater mix of higher margin ancillary services, lower expenses associated with regulatory lawsuits, and synergies related to acquisitions. "We could lower the rating if inmate call volumes drop materially because of net contract losses to competitors, or if the company is unable to manage future FCC regulation, causing a reduction in profitability that causes leverage to increase above 6.5x on a sustained basis. Alternatively, we could lower the rating if a more aggressive financial policy, including debt-funded acquisitions or shareholder returns, causes leverage to increase above 6.5x on a sustained basis. "We are unlikely to raise the rating under the company's current ownership but could do so if the company adopted a longer-term financial policy supportive of leverage below 4.5x on a sustained basis. Any upgrade would also require clarity on future FCC regulation and our confidence that the company would maintain current levels of profitability." GREENSTAR HOSPITALITY: Hearing on Cash Collateral Use on July 28 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington has scheduled for July 28, 2017, at 9:30 a.m., a hearing to consider Greenstar Hospitality LLC's request to use cash collateral of Plaza Bank to provide for adequate protection payments. Responses to the Debtor's request must be filed by July 21, 2017. The Debtor seeks authority to use cash collateral pending confirmation of its plan of reorganization in order to operate its motel until a plan can be confirmed for the reorganization of the business. Plaza Bank has adequate protection against the diminution in value of its prepetition collateral. First, the collateral has more value as an ongoing business that can be refinanced or sold than as empty real property. The continued operation of its business preserves the value of the business as an ongoing concern, and as a result prevents diminution of the value of the collateral. The building itself will suffer no diminution in value by the continuation of the motel business, but rather will benefit from ongoing operation, with continued maintenance and repair by on-site employees. To provide adequate protection against diminution in value of the collateral from its prepetition value, the Debtor proposes to make adequate protection payments in the amount of $8,255 while remaining in operation as a motel and converting to a Motel 6, resulting in an anticipated increase in the value of the business. As a result the value of the business will be preserved and likely enhanced from its prepetition value. Upon conversion to a Motel 6, the Debtor will either refinance or sell the ongoing business. As of the date of filing Debtor values the business at $1,200,000, an amount in excess of Plaza Bank's loan balance. This is based on the fact that motels in Eastern Washington typically sell at a value of up to four times the gross annual earnings of the business. The earnings of the motel have been approximately three hundred thousand dollars per year. The Debtor believes that once the business becomes a Motel 6 it will increase substantially in value, thereby enhancing the value of Plaza Bank's security. The value of the existing real estate sold at auction as a building with no ongoing business is not likely to diminish in value within the period of time anticipated for reorganization. Plaza Bank's collateral will therefore remain undiminished in value during the use of cash collateral. The Debtor's cash flow indicates that there is sufficient liquidity in the business to maintain Plaza Bank's collateral position during the reorganization. The Debtor says will suffer immediate and irreparable harm without the interim relief requested. In the absence of an order authorizing the use of cash collateral, the Debtor will have to cease its business operations rather than reorganizing for the benefit of creditors, including Plaza Bank. The Debtor's ability to reorganize and maintain the value of its assets, including the real property that is the collateral for Plaza Bank's loan, hinges on access to cash collateral. Absent an order permitting access to cash collateral it will have to cease operations, to the detriment of all creditors, and the purpose of Chapter 11 of the Bankruptcy Code will be frustrated. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/wawb17-12815-21.pdf About Greenstar Hospitality Greenstar Hospitality LLC owns and operates a business known as the Cabana Motel located at 665 E. Windsor Street, Othello Washington. Greenstar Hospitality filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 17-12815) on June 22, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Ahmed Fataftah, managing member. Judge Timothy W. Dore presides over the case. Lamont S. Bossard, Jr., Esq., at Iwama Law Firm, serves as the Debtor's bankruptcy counsel. GRINDING MEDIA: Moody's Revises Outlook to Neg. & Affirms B2 CFR ---------------------------------------------------------------- Moody's Investors Service changed Grinding Media Inc.'s (Moly-Cop) outlook to negative from stable to reflect the expected deterioration in its credit metrics from the $100 million add-on to its $775 million of senior secured notes. The additional debt will result in its metrics becoming weak for its B2 Corporate Family Rating. The proceeds from the note offering are expected to be used for general corporate purposes including potential acquisitions. Moody's affirmed the company's B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating (PDR) and B2 rating on its senior secured notes. The notes rating is commensurate with the Corporate Family Rating since it accounts for almost all of the outstanding debt in the company's capital structure. Rating Actions: -- Corporate Family Rating, Affirmed at B2 -- Probability of Default Rating, Affirmed at B2-PD -- $875 million (including $100 million add-on) senior secured notes due 2023, Affirmed at B2 (LGD4) -- Outlook, Changed to Negative from Stable RATINGS RATIONALE The B2 Corporate Family Rating reflects Moly-Cop's modest interest coverage, somewhat elevated leverage, relatively small size versus other worldwide manufacturers of steel products, lack of end-market diversification and moderate customer concentration. The company is dependent on the highly cyclical mining sector for almost all of its revenues, and is particularly exposed to copper mining, which accounted for 64% of fiscal 2016 (ended June 2016) grinding media sales volume. In addition, the company has moderate customer diversity with about 15%-20% percent of its revenues generated by its top 2 customers and about 45%-50% from its top 10 customers in some years. However, Moly-Cop's rating is supported by the good long-term relationships it has developed with several well-established and blue chip customers, its good geographic diversity, leading market share and the recurring nature of its revenues. Moly-Cop sells products that wear down over time, require continuous replenishment and are critical in the processing of minerals. Its rating is also supported by its low capital spending requirements, expectations for positive free cash flow and its good liquidity profile, which will be enhanced by the add-on offering. Moody's expects Moly-Cop's end market demand to remain somewhat weak in the near term due to softer than anticipated copper consumption, relatively weak gold prices and labor issues and uncertainties related to the renewal of the mining license at Freeport-McMoRan's Grasberg mine in Indonesia, which is one of the largest gold mines and the second largest copper mine in the world. Potential work stoppages at other mines where labor contracts are set to expire could also impact its volumes. The company's product pricing is likely to remain higher than last year due to an increase in steel prices, but will remain volatile. Therefore, the company should produce revenues in the range of $1.0- $1.1 billion in fiscal 2018 (ends June 2018). It is expected to maintain historical levels of profitability, with EBITDA margins in the mid-double digit range as it implements cost savings and efficiency improvement initiatives that more than offset the additional costs of operating as an independent entity. That will result in a leverage ratio (Debt/EBITDA) in the range of 5.0x-5.5x and an interest coverage ratio (EBIT/Interest Expense) of around 1.7x-1.8x including Moody's standard adjustments. These metrics will be somewhat weak for the B2 Corporate Family Rating. Moly-Cop's pro forma liquidity is expected to be good and it has no near term debt maturities. The company will have about $160 million in unrestricted cash if the add-on note offering is completed. It also has a $125 million asset-based lending facility that matures in January 2022 and has no plans to draw on the facility. The company should generate positive free cash flow in fiscal 2018 since it has recently invested in new capacity and should not need additional capacity in the near term. It will have the option to use its free cash to redeem up to 10% of the senior secured notes at 103% of par value during any 12-month period prior to the three year anniversary of the acquisition of Moly-Cop by American Industrial Partners in January 2017. However, Moody's believes this is unlikely considering the company has chosen to issue additional notes. The negative outlook reflects the expectation the company's operating results will moderately improve over the next 12 to 18 months, but its credit metrics will remain somewhat weak for its rating. The outlook could be changed to stable if its metrics improve to a level commensurate with its rating including a leverage ratio below 5.0x and an interest coverage ratio above 2.0x. The ratings are not likely to be upgraded in the near term considering the company's modest size and lack of end market diversity. The company would need to maintain stable margins, a leverage ratio below 4.0x, an interest coverage ratio above 2.5x and generate consistently positive free cash flow for an upgrade to be considered. Negative rating pressure could develop if deteriorating operating results, debt financed acquisitions or shareholder dividends result in the leverage ratio rising above 5.5x or cash flow from operations declining below 10% of outstanding debt. A significant reduction in borrowing availability or liquidity could also result in a downgrade. Grinding Media Inc. (Moly-Cop) has its North American headquarters in Kansas City, Missouri and is a global manufacturer and supplier of forged steel grinding media used extensively in the processing of copper, gold and other minerals. Its products include steel balls and grinding rods, which are primarily sold to customers located in North and South America and Australasia. The company also produces railway wheels and other steel products that are used mostly in the mining sector. The company generated revenues of approximately $1 billion for the trailing 12-month period ended March 31, 2017. American Industrial Partners is the majority owner of Grinding Media Inc. GYMBOREE CORP: Gets Final Court Nod on $370M Bankr. Financing ------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court granted final approval to Gymboree Corporation's motion to obtain postpetition financing, authorizing the Debtors to use cash collateral, granting liens and providing super-priority administrative expense status, granting adequate protection to the prepetition lenders, modifying the automatic stay and scheduling a final hearing. As previously reported, "Debtors seek to obtain senior secured postpetition financing on a superpriority basis consisting of a senior secured superpriority credit facility in the aggregate principal amount of up to $273,450,000 (the 'DIP ABL Credit Facility') . . . also authorizing the Debtors to obtain senior secured postpetition financing on a superpriority basis in the aggregate principal amount of $105,000,000 (the 'DIP Term Loan Facility') and all amounts extended under the DIP Facilities, consisting of (a) a $35,000,000 new money multiple draw term loan facility ('New Money DIP Term Loans') and (b) $70,000,000 of term loans resulting from the 'roll-up' of amounts outstanding under the Prepetition Term Loan Agreement Bank of America will serve as the agent for DIP ABL facility and Credit Suisse AG will serve as the agent for DIP term loan." About The Gymboree Corp. The Gymboree Corporation is a children's apparel retailer in North America, with 1,291 retail stores as of Jan. 28, 2017 operating under three brands: Gymboree; Janie & Jack (a higher-end offering launched in 2002); and Crazy 8 (a value-oriented line launched in 2007). The Company operates online stores at http://www.gymboree.com/, http://www.janieandjack.com/and http://www.crazy8.com/ In October 2010, Gymboree was acquired by Bain Capital Private Equity, LP and certain of its affiliated investment funds or investment vehicles managed or advised by it -- Sponsor -- for approximately $1.8 billion. The Gymboree Corp. and seven affiliates each filed a Chapter 11 voluntary petition (Bankr. E.D. Va. Lead Case No. 17-32986) on June 11, 2017. James A. Mesterharm, chief restructuring officer, signed the petitions. The cases are pending before the Honorable Keith L. Phillips. Gymboree had $755.5 million in assets and $1.36 billion in total liabilities as of March 14, 2017. Kirkland & Ellis LLP, is the Debtors' bankruptcy counsel. Kutak Rock LLP is the Debtors' local bankruptcy counsel. Munger, Tolles & Olson LLP is the Debtors' special counsel. Lazard Freres & Co. LLC is the investment banker. AlixPartners, LLP is the restructuring advisor. Prime Clerk LLC is the claims agent. Counsel to the Term Loan Agent and the DIP Term Loan Agent are Milbank, Tweed, Hadley & McCloy LLP; and McGuireWoods LLP. Rothschild & Co. also serves as advisor to the Term Loan Agent. Bain Capital Partners is represented by Weil Gotshal & Manges LLP. Counsel to the DIP ABL Administrative Agent are Morgan, Lewis & Bockius LLP; and Hunton & Williams LLP. Counsel to the DIP ABL Term Agent are Choate, Hall & Stewart LLP; and Whiteford Taylor Preston, LLP. The indenture trustee for the Debtors' senior unsecured notes is Deutsche Bank Trust Company Americas. Counsel to the ad hoc group of senior unsecured noteholders is Akin Gump Strauss Hauer & Feld LLP. On June 16, 2017, the Debtors filed a joint Chapter 11 plan of reorganization and disclosure statement. On June 22, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The committee hired Hahn & Hessen LLP as its bankruptcy counsel. HALCON RESOURCES: Moody's Affirms B3 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service affirmed Halcon Resources Corporation's (Halcon) B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating (PDR), Caa1 senior unsecured notes rating and the SGL-3 Speculative Grade Liquidity (SGL) rating. The rating outlook remains stable. These rating actions were prompted by Halcon's announcement that it will sell its operated assets in the Williston Basin to an affiliate of Bruin E&P Partners (unrated), a portfolio company of Arclight Capital Partners (unrated), for $1.4 billion in cash, subject to customary adjustments. The company will retain its non-operated Williston Basin assets although it may monetize those assets in the future. The asset sale is conditioned upon the receipt of shareholder approval prior to closing. The transaction is expected to close within 60 days with an effective date of 1 June 2017. "With the divestiture of its Williston Basin operated assets, Halcon will focus its operations in the Delaware Basin," commented Amol Joshi, Moody's Vice President. "While the transaction significantly curtails Halcon's pro forma size and scale, the company will also pay down debt and boost balance sheet cash to fund drilling and grow its remaining asset base." Issuer: Halcon Resources Corporation Ratings Affirmed: Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Unsecured Notes, Affirmed Caa1 (LGD4 from LGD5) Speculative Grade Liquidity Rating, Affirmed SGL-3 Outlook Action: Outlook, Remains Stable RATINGS RATIONALE The divestiture of its Williston Basin operated assets does not affect Halcon's ratings. Current net production associated with the assets being sold is approximately 29,000 barrels of oil equivalent (boe) per day, which significantly reduces Halcon's size and scale, leaving net production pro forma for the asset sale of approximately 7,500 boe per day. However, the company plans to continue to run 2 rigs in the Delaware Basin for the remainder of 2017 and expects to exit 2017 with net production in excess of 13,000 boe per day. The asset sale focuses the company's operations in the prolific Delaware Basin, and cash proceeds from the asset sale are expected to fund capital expenditures after paying down about $735 million of debt. As Halcon executes on its drilling plans in the Delaware Basin, the company's production and reserves will begin to grow from a relatively small base. Nonetheless, these growth plans entail execution risk in a volatile environment for oil and gas prices. At the same time, the industry's expected growth in Delaware Basin production volumes could generate challenges with respect to takeaway capacity and water infrastructure. Finally, significant capital spending is required to support the pro forma company's expected growth trajectory as well as possible bolt-on acreage acquisitions, and this could drain Halcon's liquidity without sufficient operating cash flow. Halcon's B3 CFR reflects its small scale, with average daily production of approximately 7,500 boe per day pro forma for the asset sale, and a drilling program focused on growing production in its Delaware Basin acreage. Halcon has successfully reduced its debt and interest expense burden through the bankruptcy process from previously unsustainable levels, and a portion of the cash proceeds from the asset sale will be used to further reduce debt balances. The company's inventory of economic drilling locations expanded considerably upon the closing of its Delaware Basin acreage acquisition in early 2017, providing Halcon with a multi-year drilling inventory at favorable economics. However, Halcon will be required to spend significant capital to develop the acquired acreage. Halcon's rating is constrained by its small asset footprint, and the execution risk involved in profitably developing its recently acquired acreage. Halcon's SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity through 30 June 2018. Pro forma for the sale of the Williston Basin operated assets, Halcon will have $611 million of balance sheet cash as of March 31, 2017, as well as an undrawn revolving credit facility with a $125 million borrowing base. Negative free cash flow is expected to be funded with cash or borrowings under the revolving credit facility. The asset sale is conditioned upon the receipt of consent from greater than 50% of the holders of Halcon's 6.75% unsecured notes due 2025 (6.75% Notes) to amend certain provisions of the indenture governing the 6.75% Notes. On July 10, 2017, Halcon obtained commitments to provide the consent from greater than 50% of the 6.75% Note holders. The company will use a portion of the asset sale proceeds to make an offer to purchase up to 50% of its 6.75% Notes at 103% of par upon closing. Halcon will also use a portion of the asset sale proceeds to redeem all outstanding 12% second lien notes due 2022, including related prepayment premiums. The company's nearest maturity is the senior secured credit facility, which matures on July 27, 2021. The credit facility has two financial covenants: a Total Net Indebtedness Leverage Ratio of 4.75x, which steps down to 4.50x and 4.00x on September 30, 2017 and March 31, 2019, respectively, and a minimum Current Ratio of 1.0x. At March 31, 2017, the company was in compliance with its financial covenants. Halcon's stable rating outlook reflects Moody's expectations that the company will grow production as anticipated while maintaining adequate liquidity. Halcon's ratings could be upgraded if the company's average daily production exceeds 25,000 boe per day, while the leveraged full cycle ratio exceeds 1x and retained cash flow to debt exceeds 20% on a sustained basis after its hedges roll off. Halcon's ratings could be downgraded if retained cash flow to debt falls below 10% or production does not grow as anticipated. The ratings could also be downgraded if liquidity materially deteriorates. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Halcon Resources Corporation is an independent exploration and production company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States. HALKER CONSULTING: Treatment of Unsecureds Revised Under New Plan ----------------------------------------------------------------- Halker Consulting LLC and Matthew Halker, the company's president and sole member, filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement for their joint chapter 11 plan of reorganization, dated July 7, 2017. The amended plan revised some provisions in the treatment of claims and interests. Under the amended plan, creditors holding Class 7 general unsecured claims against Halker Consulting will receive a pro rata share of the sum of $150,000 per quarter, 50% of Halker Consulting's Net Income for such quarter, and Halker Consulting's Available Cash (after a deduction of 1.5x Halker Consluting's bi-weekly employee-related obligations) at the end of such Quarter, with interest to accrue on the unpaid portion of such Allowed General Unsecured Claim from the Effective Date at a rate of 7% per annum, until paid in full. The Troubled Company Reporter previously reported that under the initial plan, creditors holding Class 7 general unsecured claims against Halker Consulting will receive a pro rata share of the sum of $50,000 per month, plus 50% of the company's monthly profits, if any, for the preceding month in excess of a monthly working capital reserve in the amount of $50,000. Interest rate on unpaid portion of the claims is 7% per annum. Distributions under the plan will be made from cash on hand and revenues generated after the effective date of the plan. A full-text copy of the Redlined Version of the Disclosure Statement is available at: http://bankrupt.com/misc/cob17-15141-117.pdf About Halker Consulting LLC Halker Consulting LLC is a nationwide provider of multi-disciplined engineering, design, project management, procurement and field services for oil & gas, and other energy industry sectors. It specializes in oil and gas surface facilities design and engineering. The company was founded in 2006 by Matt Halker. It is based in Centennial, Colorado with field operations in Midland, Texas, Greeley, Colorado, Durango, Colorado, and Dickinson, North Dakota. Halker Consulting sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No. 17-15141) on June 1, 2017. The petition was signed by its manager Matthew Halker who filed a separate Chapter 11 petition (Bankr. D. Col. Case No. 17-15143). At the time of the filing, Halker Consulting disclosed $1.55 million in assets and $3.63 million in liabilities. HAMILTON ENGINEERING: Committee Hires Kerr Russell as Counsel ------------------------------------------------------------- Official Committee of Unsecured Creditors of Hamilton Engineering, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Michigan to retain Kerr Russell and Weber, PLC, as counsel to the Committee. The Committee requires Kerr to: a. attend the meetings of the Committee; b. review financial and operating information furnished by the Debtor to the Committee; c. review and investigate prepetition transactions in which the Debtor and its insiders were involved; d. analyze and negotiate any proposed sale, plan or exit strategy in the bankruptcy case; e. review the Debtor's schedules, statement of financial affairs and business plan; f. advise the Committee regarding the Debtor's activities and motions before the Bankruptcy Court; g. provide the Committee with legal advice in relation to the Chapter 11 case; h. prepare various applications and memoranda of law submitted to the Bankruptcy Court for consideration; and i. perform such other legal services for the Committee as may be necessary or property in the bankruptcy proceeding. Kerr will be paid at these hourly rates: Members $310-$450 Associates $160-$250 Legal Assistants $135-$155 Kerr will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason W. Bank, member of Kerr Russell and Weber, PLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor' chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Kerr can be reached at: Jason W. Bank, Esq. KERR RUSSELL AND WEBER, PLC 500 Woodward Ave., Suite 2500 Detroit, MI 48226 Tel: (313) 961-0200 E-mail: jbank@kerr-russell.com About Hamilton Engineering, Inc. 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. Shareholder Christina McIlhenney signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. 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. On June 16, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee hired Kerr Russell and Weber, PLC, as counsel. HARKEY OPERATING: Hires David A. Riggi as Attorney -------------------------------------------------- Harkey Operating Trust seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ the Law Office of David A. Riggi, as attorney to the Debtor. Harkey Operating requires David A. Riggi to: a. institute, prosecute, or defend any contested matters arising out of the bankruptcy proceeding in which the Debtor may be a party; b. assist in the recovery and obtaining necessary Court approval for recovery and liquidation of estate assets, and to assist in protecting and preserving the same where necessary; c. assist in determining the priorities and status of claims and in filing objections thereto where necessary; d. assist in preparation of a disclosure statement and Chapter 11 plan; and e. advise the Debtor and perform all other legal services for the Debtor necessary in the bankruptcy proceeding. David A. Riggi will be paid at these hourly rates: Attorney $400 Associates $100 David A. Riggi will be paid a retainer in the amount of $12,000. David A. Riggi will also be reimbursed for reasonable out-of-pocket expenses incurred. David A. Riggi, principal of the Law Office of David A. Riggi, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. David A. Riggi can be reached at: David A. Riggi, Esq. LAW OFFICE OF DAVID A. RIGGI 5550 Painted Mirage Rd. Suite 120 Las Vegas, NV 89149 Tel: (702) 463-7777 Fax: (888) 306-7157 E-mail: RiggiLaw@gmail.com About Harkey Operating Trust Harkey Operating Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-40660) on March 9, 2017. The petition was signed by Michael E. Harkey, co-trustee. The case is assigned to Judge Kathleen H. Sanberg. The Debtor hired Wendy Alison Nora, Esq., at Access Legal Services, as bankruptcy counsel, Sapientia Law Group, and the Law Office of David A. Riggi, as attorneys, and the Law Office of Wayne M. Pressel, Chtd. as special counsel. At the time of the filing, the Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. HARRY WOODWARD: Sale of Olympia Property for $90K Approved ---------------------------------------------------------- Judge Brian D. Lynch of the U.S. Bankruptcy Court for the Western District of Washington authorized the sale by Harry and Doratha Woodward of the real property located at 4307 Libby Road NE, Olympia, Washington, to Randal J. Foster and Zeta A. Kelly for $90,000. The sale is free and clear of any liens or interests. Any necessary escrow costs and other costs of the sale including property taxes will be paid from the proceeds of the sale. Pursuant to the Second Amended Plan, the first position secured creditor, Bank of the Pacific, will be partially paid on their secured claim from the sale from any residual funds after necessary escrow costs and other costs of the sale. Creditor Jay Barrett is deemed an unsecured creditor and will not receive any distribution from the sale proceeds of the sale of the Property. The Chapter 11 case is In re Harry and Doratha Woodward (Bankr. W.D. Wash. Case No. 13-42422). The Debtor tapped David C. Smith, Esq., at The Law Office of David Smith, PLLC as counsel. HARTFORD, CT: S&P Cuts GO Bonds Rating to BB on Liquidity Pressure ------------------------------------------------------------------ S&P Global Ratings has lowered its rating on Hartford, Conn.'s general obligation (GO) bonds two notches to 'BB' from 'BBB-' and its rating on the Hartford Stadium Authority's lease revenue bonds to 'BB-' from 'BB+'. The ratings remain on CreditWatch with negative implications, where they were placed on May 15, 2017. "The downgrade to 'BB' reflects our opinion of very weak diminished liquidity, including uncertain access to external liquidity and very weak management conditions as multiple city officials have publicly indicated they are actively considering bankruptcy," said S&P Global Ratings credit analyst Victor Medeiros. Hartford has engaged an outside law firm with expertise in financial restructuring. Officials also mentioned that the city would initiate discussions with bondholders for concessions to implement a debt restructuring if it didn't receive the necessary support in the state's 2019 biennial budget. "Maintaining the CreditWatch with negative implication reflects our opinion of continued liquidity pressures related to whether the state will provide timely extraordinary aid to the city as outlined in the governor's proposed biennial budget and included in the city's adopted budget," said Mr. Medeiros. Connecticut is facing its own fiscal challenges, and there has been very little indication by the legislature on how it intends to address local government aid and specifically the level of budgetary support it would provide the city of Hartford. The city's full faith and credit GO pledge secures the bonds and notes outstanding. The 'BB-' rating on the lease-revenue bonds issued by The Hartford Stadium Authority reflects the appropriation risk of the city of Hartford. "We expect to resolve the CreditWatch on the long-term rating with the enactment of a state budget that will provide additional information and allow us to evaluate the level of state support and the city's overall liquidity," added Mr. Medeiros. At the moment, S&P believes there is a one-in-two likelihood of a negative rating action, potentially by multiple notches. Factors that could lead to a downgrade would be if the state passage of a budget is significantly delayed, or if the city were not to receive sufficient support in a timely manner that would enable it to manage liquidity and allow it to meet obligations in a timely manner. Alternatively, if timely budget adoption translates into stabilized liquidity, and provides long-term structural support, S&P could remove the ratings from CreditWatch. HARTWICK COLLEGE: Moody's Cuts LT Bond Rating to Ba1; Outlook Neg. ------------------------------------------------------------------ Moody's Investors Service has downgraded Hartwick College, NY's long-term bond rating to Ba1 with a negative outlook from Baa3. The downgrade incorporates pressured operations that Moody's expects to persist over the near-term. Significant market headwinds continue to suppress tuition revenue growth and make sustaining fiscal balance challenging. While the college has demonstrated good expense management, its limited scale impedes its ability to implement spending reductions without impairing its competitive position. The Ba1 favorably incorporates the college's healthy unrestricted liquidity and consistent donor support. Hartwick has a relatively conservative debt structure with no additional borrowing plans. While a material growth in financial reserves is unlikely, the regularly amortizing debt structure will lead to steadily declining leverage. Rating Outlook The negative outlook reflects Moody's expectations of continued enrollment and net tuition revenue pressures that will translate into softening operations and debt service coverage. Restoring fiscal balance will be challenging over the near-term given the small operating base and weak revenue growth outlook. Factors that Could Lead to an Upgrade Sustained improvement in student demand, highlighted by growth of net tuition revenue and enrollment stability Substantial increase in spendable cash and investments, as well as monthly liquidity Maintenance of consistently stronger cash flow margins of at least 10% and no additional debt Factors that Could Lead to a Downgrade Inability to meet budgeted enrollment targets, leading to deterioration of operating performance and debt service coverage A material decline in liquid reserves Inability to grow operating revenue, particularly revenues derived from student charges Legal Security The Series 2015A bonds are a general obligation, payable from any legally available moneys of the college and further secured by an interest in unrestricted gross revenues. There is no debt service reserve fund. A benefit to bond holders, Harwick covenants in a guaranty agreement that it must meet one of the following requirements to issue additional debt: maintenance of a rating no lower than Baa3/BBB-, pro-forma maximum annual debt service of at least 120% for two of the most recent audited fiscal years if financing a residence hall, or pro-forma maximum annual debt service of 115% for the most recent audited fiscal year. Use of Proceeds. Not applicable. Obligor Profile Hartwick College is a small, tuition dependent private liberal arts and sciences college with fall 2016 enrollment of 1,375 students and fiscal 2016 operating revenue of approximately $46 million. The college is in Oneonta, New York, located between Binghamton and Albany in the northern foothills of the Catskill Mountains. Methodology The principal methodology used in this rating was Global Higher Education published in November 2015. HENDRIX SCHENCK: Hires Rachel S. Blumenfeld as Attorney ------------------------------------------------------- Hendrix Schenck Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ The Law Office of Rachel S. Blumenfeld PLLC, as attorney to the Debtor. Hendrix Schenck requires Rachel S. Blumenfeld to: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession and the continued management of its property and affairs; b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if needed be, negotiations with creditors and other parties in interest; c. prepare on behalf of the Debtor all necessary schedules, application, motions, answers, orders, reports, and other legal papers required for the Debtor that seek protection from its creditors under Chapter 11 of the Bankruptcy Code; d. appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Bankruptcy Court; e. represent the Debtor, if need be, in connection with obtaining post-petition financing; f. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and g. perform all other legal services of the Debtor which may be necessary for the preservation of the Debtor's estate and to promote the best interest of the Debtor, its creditors and its estate. Rachel S. Blumenfeld will be paid at these hourly rates: Rachel S. Blumenfeld, Esq. $450 Of Counsel $400 Paraprofessional $150 On June 15, 2017, Rachel S. Blumenfeld received a retainer in the amount of $10,000, and the $1,717 filing fee. Rachel S. Blumenfeld will also be reimbursed for reasonable out-of-pocket expenses incurred. Rachel S. Blumenfeld, partner of The Law Office of Rachel S. Blumenfeld PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Rachel S. Blumenfeld can be reached at: Rachel S. Blumenfeld, Esq. THE LAW OFFICE OF RACHEL S. BLUMENFELD PLLC 26 Court Street, Suite 2220 Brooklyn, NY 11242 Brooklyn, NY 11242 Tel: (718) 858-9600 Hendrix Schenck Inc. Hendrix Schenck Inc., based in Brooklyn, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-43119) on June 15, 2017. The Hon. Carla E. Craig presides over the case. Rachel S. Blumenfeld, Esq., at The Law Office of Rachel S. Blumenfeld PLLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $2.21 million in assets and $923,000 in liabilities. The petition was signed by Yoel Weinberger, managing member. HHGREGG INC: Exclusive Plan Filing Period Extended to Sept. 5 ------------------------------------------------------------- The Hon. Robyn L. Moberly of the U.S. Bankruptcy Court for the Southern District of Indiana has extended, at the behest of hhgregg, Inc., et al., the exclusive periods to file a Chapter 11 plan for each Debtor through and including Sept. 5, 2017, and to solicit acceptances of that plan through and including Nov. 5. As reported by the Troubled Company Reporter on July 11, 2017, BankruptcyData.com reported that hhgregg filed with the Court a motion to extend by 60 days its exclusive periods to file a Chapter 11 plan and solicit acceptances thereof through and including Sept. 5 and Nov. 6, respectively. The Debtors' exclusivity periods were slated to expire on July 5 and Sept. 5, respectively, absent an extension. About hhgregg Inc. Indianapolis, Indiana-based hhgregg, Inc., is an appliance, electronics and furniture retailer. Founded in 1955, hhgregg is a multi-regional retailer currently with 220 stores in 19 states that also offers market-leading global and local brands at value prices nationwide via http://www.hhgregg.com/ hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The petitions were signed by Kevin J. Kovacs, chief financial officer. At the time of the filing, hhgregg and HHG Distributing estimated assets and liabilities of less than $50,000. Gregg Appliances estimated assets and liabilities at $100 million to $500 million. The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP as counsel; Berkeley Research Group, LLC as financial advisor; Stifel and Miller Buckfire & Co. as investment banker; Hilco IP Services as intellectual property advisor; Altus Group US, Inc. as tax advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee has appointed creditors to serve on the official committee of unsecured creditors in the case of Gregg Appliances, Inc., Case No. 17-01303-RLM-11. No official committee has been appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG Distributing, LLC, No. 17- 01304-RLM-11. The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as counsel, and ASK LLP as avoidance claims counsel. The Committee retained Province Inc. as financial advisor. Counsel to the Agent for the Debtors' prepetition secured lenders and the lenders providing DIP financing are Sean M. Monahan, Esq., at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker Daniels, LLP. Counsel to the FILO Agent is Stuart Brown, Esq., at DLA Piper LLP. * * * When hhgregg filed for Chapter 11 bankruptcy, it had signed a term sheet with an anonymous party to purchase the Company assets. The Company said at that time it expected a quick and smooth process through Chapter 11 with emergence in approximately 60 days. Ten days later, hhgregg said it has terminated the nonbinding term sheet with the anonymous party because the Company was unable to reach a definitive agreement on terms, and said it continues to work with interested third parties to purchase assets of the business. hhgregg added it had received strong interest from third parties interested in buying some or all of the Company's assets. Subsequently, hhgregg executed a consulting agreement with a contractual joint venture comprised of Tiger Capital Group, LLC, and Great American Group, LLC, to conduct a sale of the merchandise and furniture, fixtures and equipment located at the Company's retail stores and distribution centers. In an April order, the Bankruptcy Court approved, at the Company's request, a plan for the Company to close 132 retail stores and the Company's distribution centers. According to a disclosure with the Securities and Exchange Commission in March, debtors Gregg Appliances, Inc., and HHG Distributing, LLC, entered into a Consulting Agreement with a contractual joint venture between Tiger Capital Group and Great American Group to conduct the sale of the merchandise and furniture, fixtures and equipment located at the Company's 132 retail stores and the distribution centers. As of June 8, the Debtors have completed store closing sales in all its stories. The Company has said it does not anticipate any value will remain from the bankruptcy estate for the holders of the Company's common stock, although this will be determined in the continuing bankruptcy proceedings. HIGH COUNTRY TRANSPORTATION: $600K Cash Use Stipulation Okayed -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has entered an interim order approving High Country Transportation, Inc., and lender Marquette Transportation Finance, LLC's stipulation and agreement regarding its request to obtain postpetition financing and use cash collateral until the final hearing. A final hearing on the Stipulation will be held at 2:00 p.m. on July 26, 2017. The Debtor is seeking to incur debt by borrowing from Marquette post-petition on the terms and conditions of the loan documents, and as set forth in the Stipulation. To the extent any conflict may exist between the Loan Documents and the Stipulation, the Stipulation controls as between the Debtor and the Lender. Without DIP Financing, the Debtor will not have the funds necessary to operate its business, maintain assets, or pay employees, payroll taxes, insurance, utilities, fuel suppliers and other vendors, overhead, lease expenses and other expenses required for the reorganization of the Debtor's business and to maximize the value of the Debtor's estate. Without the DIP Financing there would be no reasonable prospect that Debtor would be able to maintain the going-concern value of their business. As of the Petition Date, the Debtor was indebted to the Lender by reason of the advances in the principal amounts of approximately $1,282,399.97, plus those costs and expenses which Lender incurred prior to the Petition Date, and for which the Lender is entitled to recover pursuant to the Loan Documents. In order to avoid immediate and irreparable harm to the Debtor's estate that will occur if DIP Financing is not immediately approved, on an interim basis, the Debtor and the Lender have entered into the Stipulation for the authorization for immediate DIP Financing for normal operating purposes, in exchange for the adequate protection. The Debtor represents that no financing is available on terms and conditions more favorable than offered by Lender. The Lender has indicated a willingness to extend credit to Debtor, but only under the terms and conditions set forth in the Stipulation. Any objection must be filed on or before 4:00 p.m. central time on July 21, 2017. The Debtor is authorized to borrow money on an interim basis in accordance with the Stipulation up to an aggregate amount not to exceed $600,000. The Stipulation will be and become obligations of the Debtor and its estate upon entry of the interim court order, with approval to be effective up to and through the date of the Final Hearing. All indebtedness and obligations incurred after the Petition Date by the Debtor to the Lender pursuant to the Stipulation are referred to the "Post-Petition Indebtedness." The maximum aggregate outstanding principal amount of Pre-Petition Indebtedness and the Post-Petition Indebtedness authorized to be borrowed by the Debtor at any point in time from the Lender pursuant to this Order and the Stipulation shall be $3,500,000. The Post-Petition Indebtedness will be secured by a first priority security interest in, these assets acquired by the Debtor after the Petition Date of Debtor: a. all present and future accounts, all of the Debtor's other accounts; b. chattel paper, instruments, payment intangibles, general intangibles, and documents whether or not considered an Account under the terms of this Agreement; c. all assets including, without limitation, records, inventory, equipment of every kind and description (other than rolling stock consisting of titled tractors and trailers of Debtor); d. furniture and fixtures; e. deposit accounts; f. money; g. investment property; h. letters of credit; i. notes; j. tax refunds and insurance proceeds, all as defined in the Uniform Commercial Code and all proceeds thereof, but specifically excluding any causes of action arising under Chapter 5 of the Code. The liens granted to Lender on the PostPetition Collateral will be senior to any lien on the Post-Petition Collateral, held by any other creditor. The Debtor is authorized to use cash collateral. To the extent of the Debtor's use of the pre-petition cash collateral, any creditor holding a valid, enforceable, non-avoidable lien on any prepetition cash collateral, is hereby granted a replacement lien in the Post-Petition Collateral subordinate to the interest of the Lender and thereafter in and to the same extent, validity and priority as existed prior to the Petition Date if any; provided, however, that the replacement liens will be granted only to the extent necessary to replenish the postpetition diminution in value as of the Petition Date of the liens which are not avoidable and such security interest and shall not exceed the amount, priority, validity, extent, perfection or enforceability of such lien positions and rights as of the Petition Date. The Debtor will use funds borrowed under the Stipulation only to pay ordinary course of business expenses that are consistent with the historical practices of the Debtor and to replenish working capital expended in accordance with the budgets to be delivered to the Lender by the Debtor under the terms of the Stipulation. A copy of the Interim Order is available at: http://bankrupt.com/misc/txnb17-32498-28.pdf As reported by the Troubled Company Reporter on July 10, 2017, Armada Leasing and High Country Transportation seek permission from the Court to to approve the stipulation and agreement regarding the debtor-in-possession financing and use of cash collateral. http://bankrupt.com/misc/txnb17-32498-19.pdf About High Country Transportation Founded in 1985, Dallas, Texas-based High Country Transportation, Inc., is in the trucking industry. HCT operates in three divisions, namely: the over-the-road hopperbottom division which focuses on serving shippers in the Midwest, Texas and Western 11 states; the dedicated dry bulk division which operates in Colorado and New Mexico and actively seeks new opportunities in the West, Midwest and Texas; and the Freedom over-the-road dry van division which focuses on helping contractors who also have the entrepreneurial drive to create their own trucking business. HCT is an affiliate of Armada Leasing, LLC. HCT filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-32503) on June 29, 2017, estimating its assets and liabilities at between $10 million and $50 million each. The petition was signed by Kirk Crowley, vice president and authorized officer. Judge Harlin DeWayne Hale presides over the case. Matthew S. Okin, Esq., at Okin Adams LLP, serves as the Debtor's bankruptcy counsel. HIGHGATE LTC: Creditor Representative Hires Farell as Counsel ------------------------------------------------------------- 1199 SEIU United Healthcare Workers East, the Unsecured Creditor Representative of Highgate LTC Management, LLC, et al., seeks authorization from the U.S. Bankruptcy Court for the Northern District of New York to retain Farell Fritz, P.C., as counsel to the Unsecured Creditor Representative. The Unsecured Creditor Representative requires Farell to: a. assist in the administration of the bankruptcy cases and the exercise of oversight with respect to the Debtors' affairs, including all issues arising from or impacting the Debtors or the Unsecured Creditors Representative in the Chapter 11 cases; b. prepare on behalf of the Unsecured Creditor Representative of all necessary applications, motions, orders, reports and other legal papers; c. appear in Bankruptcy Court to represent the interest of the Unsecured Creditor Representative and, the unsecured creditors; d. negotiate the distribution of all assets of the Debtors acquired after the date that the Bankruptcy Cases were reopened, including any proceeds received on account of the Universal Settlement; e. exercise oversight with respect to any transfer, pledge, conveyance, sale or other liquidation of the Debtor's assets; f. communicate with the Unsecured Creditor Representative and others as the Unsecured Creditor Representative may consider desirable in furtherance of its responsibilities; and g. perform all of the Unsecured Creditor Representative's performance of such other services as are in the interests of those represented by the Unsecured Creditor Representative or as may be ordered by the Bankruptcy Court. Farell will be paid at these hourly rates: Ted A. Berkowitz $695 Veronique A. Urban $425 Farell will also be reimbursed for reasonable out-of-pocket expenses incurred. Ted A. Berkowitz, a member of Farell Fritz, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Farell can be reached at: Ted A. Berkowitz, Esq. FARELL FRITZ, P.C. 400 RXR Plaza Uniondale, NY 11556-1320 Tel: (516) 227-0700 Fax: (516) 227-0777 About Highgate LTC Management, LLC Headquartered in Niskayuna, New York, Highgate LTC Management LLC operates nursing homes. The company and its affiliate, Highgate Manor Group, LLC, filed for Chapter 11 protection (Bankr. N.D.N.Y. Lead Case No.07-11068) on April 16, 2007. J. Ted Donovan, Esq., at Finkel Goldstein Rosenbloom & Nash, LLP, represented the Debtors in their restructuring efforts. The U.S. Trustee for Region 2 appointed creditors to serve on an Official Committee of Unsecured Creditors in the bankruptcy case. Robert C. Yan, Esq., at Farrel Fritz P.C., represented the Committee. The Court appointed Mark I. Fishman, Esq., at Neubert, Pepe & Monteith, P.C., as Chapter 11 Trustee following allegations that the Debtors violated several health laws and falsified records. When the Debtors filed for protection from their creditors, they listed assets of less than $50,000 and debts of between $1 million and $100 million. HOVNANIAN ENTERPRISES: Extends Notes Tender Offers to July 26 ------------------------------------------------------------- In connection with the tender offers by Hovnanian Enterprises, Inc.'s wholly owned subsidiary, K. Hovnanian Enterprises, Inc., to purchase for cash any and all of its $75 million outstanding 10.000% Senior Secured Second Lien Notes due 2018, $145 million outstanding 9.125% Senior Secured Second Lien Notes due 2020 and $577 million outstanding 7.250% Senior Secured First Lien Notes due 2020 and related consent solicitations on the terms and subject to the conditions set forth in an Offer to Purchase and Consent Solicitation Statement, dated June 26, 2017, and in the related Letter of Transmittal and Consent: (1) the early tender period for the Tender Offer in respect of the 2018 Notes expired at 5:00 p.m., New York City time, on July 10, 2017; (2) it has extended the early tender period for the Tender Offers in respect of the 2020 9.125% Notes and the 2020 7.25% Notes from 5:00 p.m., New York City time, on July 10, 2017, to 5:00 p.m., New York City time, on July 12, 2017l; and (3) it has extended the expiration time for the Tender Offers in respect of all Notes from 11:59 p.m., New York City time, on July 24, 2017, to 11:59 p.m., New York City time, on July 26, 2017. K. Hovnanian is amending the Statement to reflect the revised 2020 Notes Early Tender Deadline and Expiration Time. K. Hovnanian has prepared a supplement to the Statement with respect to such amendments. Registered holders of each series of Notes who validly tendered (in the case of the 2018 Notes) or who validly tender (in the case of the 2020 Notes) their Notes on or prior to the applicable Early Tender Deadline, will be entitled to receive the applicable Total Consideration (as defined in the Statement), which includes an early tender payment of $50.00 for each $1,000 principal amount of Notes validly tendered on or before the applicable Early Tender Deadline and accepted for purchase in the applicable Tender Offer. The Withdrawal Deadline in respect of each of the Tender Offers expired at 5:00 p.m., New York City time, on July 10, 2017. As a result, Notes tendered may no longer be withdrawn and consents delivered may no longer be revoked. Holders who have not already tendered their Notes may do so at any time on or prior to the Expiration Time, but such Holders who tender after the applicable Early Tender Deadline will only be eligible to receive the applicable Tender Offer Consideration (as defined in the Statement), which is an amount, paid in cash, equal to the applicable Total Consideration less the Early Tender Payment, for their Notes. In addition to the Total Consideration or the Tender Offer Consideration, as applicable, all Holders whose Notes are purchased in the Tender Offers will receive accrued and unpaid interest in respect of their purchased Notes from the most recent interest payment date to, but not including, the payment date for Notes purchased in the Tender Offers. The following shows the amount of Notes validly tendered and not validly withdrawn, by series, at 5:00 p.m., New York City time, on July 10, 2017: Title of Security: 10.000% Senior Secured Second Lien Notes due 2018 Outstanding Principal Amount: $75,000,000 Principal Amount Tendered as of Early Tender Date: $75,000,000 Percentage of Outstanding Notes Tendered: 100.00% Title of Security: 9.125% Senior Secured Second Lien Notes due 2020 Outstanding Principal Amount: $145,000,000 Principal Amount Tendered as of Early Tender Date: $87,321,000 Percentage of Outstanding Notes Tendered: 60.22% Title of Security: 7.250% Senior Secured First Lien Outstanding Principal Amount: $577,000,000 Principal Amount Tendered as of Early Tender Date: $573,912,000 Percentage of Outstanding Notes Tendered: 99.46% The Tender Offers and Consent Solicitations relating to the Notes are being made upon the terms and conditions set forth in the Tender Offer Documents. The terms and conditions of the Tender Offers and Consent Solicitations, except as otherwise modified pursuant to the Supplement, remain the same. Further details about the terms and conditions of the Tender Offers and Consent Solicitations are set forth in the Tender Offer Documents. K. Hovnanian reserves the right, in its sole discretion, to further modify the terms of any of the Tender Offers, or to waive or modify any one or more of the conditions thereto, in whole or in part, at any time on or before the Expiration Time of such Tender Offer. K. Hovnanian's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to each of the Tender Offers is conditioned upon the satisfaction or waiver of certain conditions, which are more fully described in the Tender Offer Documents. Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are serving as dealer managers for the Tender Offers and the solicitation agents for the Consent Solicitations. Global Bondholder Services Corporation is serving as the depositary and the information agent for the Tender Offers and Consent Solicitations. Any question regarding procedures for tendering Notes may be directed to Global Bondholder Services by phone at 866-470-4300 (toll free) or 212-430-3774. Questions regarding the terms of the Tender Offers and Consent Solicitations may be directed to Credit Suisse Securities (USA) LLC by phone toll free at (800) 820-1653 or collect at (212) 325-2476, Citigroup Global Markets Inc. by phone toll free at (800) 558-3745 or collect at (212) 723-6106 and J.P. Morgan Securities LLC by phone toll free at (866) 834-4666 or collect at (212) 834-3424. A full-text copy of the press release is available for free at: https://is.gd/fHJLTz About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. Hovnanian reported a net loss of $2.81 million on $2.75 billion of total revenues for the year ended Oct. 31, 2016, compared to a net loss of $16.10 million on $2.14 billion of total revenues for the year ended Oct. 31, 2015. As of April 30, 2017, Hovnanian had $2.13 billion in total assets, $2.26 billion in total liabilities, and a total stockholders' deficit of $133.9 million. * * * As reported by the TCR on April 22, 2016, Moody's Investors Service downgraded the Corporate Family Rating of Hovnanian Enterprises to 'Caa2' and Probability of Default Rating to 'Caa2-PD'. The downgrade of the Corporate Family Rating reflects Moody's expectation that Hovnanian will need to dispose of assets and seek alternative financing methods in order to meet its upcoming debt maturity wall. Hovnanian carries a 'CCC+' corporate credit rating from S&P Global Ratings. In August 2016, Fitch Ratings affirmed the ratings of Hovnanian Enterprises, including the company's Long-Term Issuer Default Rating (IDR) at 'CCC' following the announced financing commitments and proposed tender offer for its existing unsecured notes. HTY INC: Sale of 55 Lafayette Residential Lots for $1.1M Approved ----------------------------------------------------------------- Judge Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi authorized the sale by HTY, Inc., and Renasant Bank of residential lots 1, 6-19, 21, 23, 28, 30, 36-37, 39, 40-45, 50-56, 58-59, 61, 66-68, 71-73, 76-77, 79-86, and 88 in the Steeplechase Subdivision in Lafayette County, Mississippi to William Alias, Jr., for $1,100,000. The sale of the 55 residential lots is free and clear of all liens, claims and encumbrances, with the valid and perfected liens of Renasant, as to the Real Property, to attach to the sales proceeds, except for the Lot 56 proceeds as to which there are no liens or security interests. Renasant will be paid in full all sums due under the Note from the sale proceeds. All remaining proceeds from the sale of the Real Property, after payment in full, to Renasant, of its Note, will be delivered to counsel for the Debtor, to be placed in an interest bearing, separate escrow account established under the guidelines of the Office of the United States Trustee. A copy of the Contract attached to the Order is available for free at: http://bankrupt.com/misc/HTY_Inc_83_Order.pdf 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 Beth Baker P.O. BOX 4140 Tupelo, MS 38803 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. Nathan Yow, president, signed the petition. 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. HUMAN CONDITION: Sets Bidding Procedures for All Assets ------------------------------------------------------- Human Condition Safety, Inc., asks the U.S. Bankruptcy Court for the Southern District of New York to authorize bidding procedures and form of asset purchase agreement in connection with the sale of substantially all assets at an auction. During several months before the Petition Date and throughout the months following the Petition Date, through its current leadership and other officers, the Debtor made robust and extensive efforts to market the Debtor and its assets to seek additional financing, new potential investors as well as purchasers. Given the foregoing marketing efforts which were robust and well-tailored to its niche industry and given its liquidity constraints, the Debtor submits that there would no material benefit from any further marketing efforts and that its liquidity constraints have made any further marketing efforts virtually impossible and unjustifiable. The Debtor submits that conducting the sale process pursuant to the expedited timelines and procedures, and by simply soliciting from the "potential buyer list" which it already spent substantial time and effort accumulating, is reasonable and is in the best interests of its estate in light of the its liquidity and will provide parties with sufficient time and information necessary to formulate a bid to purchase its assets. Because the Debtor will soon have insufficient capital to continue operating its business, the expedited Sale process under the Bidding Procedures is the most effective, feasible and efficient course for selling its business while it still has realizable value and can be maintained as a going concern. The Debtor has prepared a form asset purchase agreement ("Specimen APA") which will be provided to all notice parties (including everyone on the Potential Buyer List, as well as all Debtor's known creditors, shareholders and contract counterparties) in connection with the sale bidding process for its Assets. Potential bidders will be required to submit to the Debtor an executed Specimen APA, with any modifications to it, reflecting the terms upon which the potential bidder would seek to effect a purchase of the Assets and the assumption of certain liabilities as soon as is practicable, but no later than the Bid Deadline established by entry of the Bidding Procedures Order. The salient terms of the Specimen APA are: a. Purchased Assets: All assets of the Debtors b. Assumption of Contracts: The Debtor will assume and assign to the Buyer the Assumed Contracts identified. c. Assumed Liabilities: At the Closing, the Buyer will assume, and thereafter will discharge and perform when due, only those obligations or liabilities of the Seller accrued or arising after the Closing Date under the agreements, contracts, leases, licenses and other arrangements included in the Purchased Assets. d. Closing: The closing will take place at the offices of Wollmuth Maher & Deutsch LLP, 500 Fifth Avenue, 12th Floor, New York, at 10:00 a.m. (ET) on the second business day after the conditions to Closing have been satisfied or waived. e. A waiver of the 14-day stay set forth in Federal Rule of Bankruptcy Procedure 6004(h) and 6006(d), and (D) will not have been stayed or otherwise limited as to its terms or effectiveness. f. "As Is, Where Is": The sale of Assets will be on an "as is, where is" basis and without representations or warranties of any kind, nature or description; and free and clear of Encumbrances. To the extent a stalking horse purchase offer materializes, the Debtor may also entertain entering into a stalking horse agreement with the purchaser, as may be determined by the Debtor in its business judgment prior to the bid deadline or otherwise prior to the Debtor's selection of a successful bidder for Assets. In the event a stalking horse purchaser is selected, the Debtor will ask that the Court sets a hearing to approve any Stalking horse purchaser, stalking horse agreement, and accompanying bid protections on an expedited basis. The Debtor asks that the Bidding Procedures Order be entered as soon as possible on shortened notice approving and scheduling these dates and deadlines in accordance with the expedited timeline: i. July 14, 2017 - Notice Date ii. July 25, 2017 at 5:00 p.m. (PET) - Notice of Auction Results iii. July 28, 2017 at 5:00 p.m. (PET) - Sale Objection Deadline iv. July 31, 2017 at 12:00 p.m. (PET) - Sale Reply Deadline The salient terms of the Bidding Procedures are: a. Credit Bid: The Postpetition Lender holds a valid security interest in the Assets and has the right to credit bid all or a portion of its secured claims. b. Good Faith Deposit: 10% of the purchase price c. Bid Deadline: July 21, 2017 at 5:00 p.m. (PET) d. Auction: July 24, 2017, at 10:00 a.m. (PET) at Wollmuth Maher & Deutsch, LLP, 500 Fifth Avenue, 12th Floor, New York, New York. e. Sale Hearing: Aug. 2, 2017 at 10:00 a.m. (PET) A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Human_Condition_55_Sales.pdf The Debtor believes that proceeding with the Bidding Procedures on an expedited basis represents the best means to generate and maximize value for the estate. The Debtor has no viable option to preserve value except to conduct an expedited sale of its Assets as a going concern while the Debtor still is a going concern. Accordingly, the Debtor asks the Court to approve the relief sought. About Human Condition Headquartered in New York, New York, Human Condition Safety Inc. -- http://www.hcsafety.com/-- develops wearable devices, artificial intelligence, building information modeling, and cloud computing solutions that assists workers and their managers prevent injuries before they happen at their workplace. Human Condition Safety was incorporated in 2014. Human Condition Safety filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 17-10585) on March 10, 2017, estimating its assets at between $500,000 and $1 million and its liabilities at between $1 million and $10 million. The petition was signed by Greg Wolyniec, president, director and chief executive officer. Judge Sean H. Lane presides over the case. John D. Giampolo, Esq., at Wollmuth Maher & Deutsch LLP, is serving as the Debtor's bankruptcy counsel. I-LIGHTING LLC: Wants to Complete Sale Deal with Cambridge ---------------------------------------------------------- i-Lighting, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Maryland to complete Cambridge Pavers' purchase of its Lighted Paver Brick Tooling. In 2015, the Debtor became involved in litigation with AHPharma, Inc., after AHPharma walked away from a joint venture to produce a LED lighting system to solve feeding issues for chicken farmers. Having invested nearly $1,000,000 in outfitting the manufacturing side of the venture, and with nearly $1,300,000 in purchase orders prepared, the failure of the joint venture with AHPHarma had a substantial impact on the Debtor's financial wherewithal. Trial in the AHPharma litigation is scheduled for September 2017, and the Debtor expects to recover a significant verdict in its favor. The Debtor has done business with Cambridge Pavers, Inc. since approximately 2015. Cambridge serves as a distributor of its products throughout the Mid- Atlantic and Northeast regions. In December 2016, the Debtor and Cambridge entered into agreements whereby the Debtor would produce for Cambridge a new, solar-powered, LED lighting system that could be set in a brick paver for outdoor landscaping ("Lighted Paver Brick"). As part of the agreements, Cambridge was to advance the cost for the manufacturing of the mold tool to create and produce the LED lighting system for the Lighted Paver Brick ("Lighted Paver Brick Tooling"). Accordingly, the Debtor invoiced Cambridge and Cambridge payed to the Debtor $36,391 for the cost of the Lighted Paver Brick Tooling in December 2016. Pursuant to the Debtor's agreement with the manufacturer of the Lighted Paver Brick Tooling, the Debtor paid approximately $18,000 or 50% of the cost to the manufacturer up front, with the other 50% to be paid upon completion and prior to delivery. The Debtor used the funds paid by Cambridge to make the initial 50% payment to the manufacturer, but given the delay in manufacturing and the financial troubles experienced the Debtor, it did not have the total remaining funds paid by Cambridge as of the Petition Date, nor at present. Despite having already advanced the full manufacturing cost to the Debtor, Cambridge wishes to complete the purchase of the Lighted Paver Brick Tooling by paying the remaining 50% due to the manufacturer, along with any associated delivery costs. In accordance with the proposed transaction, the Lighted Paver Brick Tooling will be owned by Cambridge Pavers. The Debtor anticipates that Cambridge will provide the Debtor with use of the Lighted Paver Brick Tooling to have the Debtor manufacture the LED lighting system for sale of Lighted Brick Pavers by Cambridge. Regardless, as part of the transaction, the Debtor agrees to provide Cambridge with instructions, materials and all technical necessities so that Cambridge may independently operate the Lighted Paver Brick Tooling. The Debtor acknowledges that in December 2016 Cambridge also advanced $68,275, representing 50% of the anticipated material cost to product the first order of 6,900 Lighted Brick Paver systems. While the Debtor may arguably have an interest in the 50% deposit paid to the Lighted Paver Brick Tooling manufacturer, the Debtor cannot obtain a refund of such deposit, and, regardless, by doing so may subject the Debtor to additional claims from Cambridge Pavers. Thus, while the Debtor sees no potential for detriment or depletion of its assets, in an abundance of caution, the Debtor asks authority to complete Cambridge Pavers' purchase of the Lighted Paver Brick Tooling as set forth, with requisite notice to creditors and parties in interest. The Debtor has determined in its business judgment that entering into this transaction constitutes a sound use of property of the estate, to the extent at issue. The Debtor expects that completion of this transaction will allow it to maintain its business relationship with Cambridge Pavers and, ultimately, produce additional revenue. Accordingly, the Debtor believes that the proposed transaction is necessary for its operations to continue and for it to be able to reorganize and confirm a Chapter 11 plan. Cambridge Pavers can be reached at: CAMBRIDGE PAVERS, INC. 1 Jerome Ave Lyndhurst, NJ 07071 Attn: Christopher S. Gamarekian About i-Lighting LLC Based in North East, Maryland, i-Lighting LLC -- http://www.ilightingled.com-- conducts business under the name Stairlighting. It was founded in 2011 and manufacturers and distributes LED lighting solutions for use under kitchen cabinets, and on outdoor decks, stairs, hardscapes, patios and landscapes. Its patented Easy Plug Installation System™, which lowers the expense and eases the installation of LED lighting systems, has made LED lighting accessible to more contractors and consumers. The company was recently honored with a "Bright Lights Award for Innovation and Entrepreneurship" by the Maryland Comptroller. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-16807) on May 16, 2017. Scott D. Holland, managing member and chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed $294,316 in assets and $2.34 million in liabilities. Judge David E. Rice presides over the case. The Debtor hired Tydings & Rosenberg LLP as Chapter 11 counsel. I.O. METRO: Sale of 2010 Dool Trailer to Wilson for $1.5K Approved ------------------------------------------------------------------ Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized the sale by I.O. Metro, LLC, doing business as Erdos at Home, of 2010 Dool Trailer, VIN 1DGCS2420AM087669, to Bob Wilson for $1,525. The sale is free and clear of all liens, claims, and encumbrances. All liens against the trailer will attach to the proceeds of the sale to the same extent, validity and priority as such liens had against the trailer on the Petition Date. About I.O. Metro I.O. Metro LLC, doing business as Erdos at Home, is a privately-held retailer of consumer furniture with its headquarters in Dallas, Texas. It operates 13 retail outlets in seven states and has one distribution center in Arkansas. I.O. Metro sought bankruptcy protection (Bankr. N.D. Tex. Case No. 17-31607) on April 21, 2017. Gregg Stewart, the CRO, signed the petition. The Debtor estimated total assets of $1 million to $10 million and total liabilities of $10 million to $50 million. The Hon. Stacey G. Jernigan oversees the case. The Debtor hired Shapiro Bieging Barber Otteson LLP and Saul Ewing LLP as its counsel. INDUSTRIE SERVICE: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Industrie Service, LLC, as of July 13, according to a court docket. About Industrie Service LLC Industrie Service, LLC, is a service establishment equipment company located in Greer, South Carolina. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 17-02995) on June 16, 2017. Hansjuergen Blum, chief director officer and owner, signed the petition. At the time of the filing, the Debtor disclosed $1.58 million in assets and $9.2 million in liabilities. Judge Helen E. Burris presides over the case. McCarthy, Reynolds & Penn LLC is the Debtor's legal counsel. J CREW GROUP: 99.85% of Outstanding Old Notes Validly Tendered -------------------------------------------------------------- J.Crew Group, Inc., announced the expiration and final results for its private offer to certain eligible noteholders to exchange any and all of the outstanding $566.5 million aggregate principal amount of 7.75%/8.50% Senior PIK Toggle Notes due 2019 (CUSIP Nos 16961UAA4 and U1680U AA3, ISIN Nos US16961UAA43 and USU1680UAA35) issued by Chinos Intermediate Holdings A, Inc., a direct wholly-owned subsidiary of Chinos Holdings, Inc., the ultimate parent of the Company, for newly issued: (i) 13% Senior Secured Notes due 2021 in an aggregate principal amount of up to $250 million to be issued by J. Crew Brand, LLC and J. Crew Brand Corp., both wholly- owned subsidiaries of the Company; (ii) shares of Parent's 7% non-convertible perpetual preferred stock, series A, no par value per share, with an aggregate initial liquidation preference of up to $190 million; and (iii) shares of Parent's class A common stock, $0.00001 par value per share, representing up to approximately 15% of the common equity of Parent; in each case, upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement, dated June 12, 2017. According to information provided by D.F. King & Co., Inc., the exchange agent and information agent for the Exchange Offer, as of 5:00 p.m., New York City time, on July 11, 2017, the New Securities Issuers had received tenders from holders of $565,649,256 in aggregate principal amount of the Old Notes, representing approximately 99.85% of the total outstanding principal amount of the Old Notes, satisfying the minimum tender condition of 95%. All holders who tendered as of the Expiration Time and whose Old Notes are accepted in the Exchange Offer pursuant to the terms thereof will receive the Total Exchange Consideration, as described in the Offering Memorandum. The settlement date of the Exchange Offer is expected to be July 13, 2017. On the Settlement Date, it is expected that approximately (i) $249,625,000 aggregate principal amount of New Notes, (ii) 189,715 shares of New Series A Preferred Stock with an aggregate initial liquidation preference of approximately $189,715,000 and (iii) 17,362,719 shares of Class A Common Stock will be issued. The Company previously announced that it had received the requisite consents for approval of the term loan amendment by lenders holding approximately 88% of the outstanding principal amount of loans under the Company's term loan agreement. The applicable acknowledgement by the agent under the term loan agreement has been agreed, and the term loan amendment will become effective upon settlement of the Exchange Offer. As previously disclosed, the Old Notes Issuer has received consents sufficient to approve the proposed amendments to the indenture governing the Old Notes, and the Old Notes Issuer and the trustee for the Old Notes have entered into a supplemental indenture, dated as of July 11, 2017, containing such proposed amendments. Those amendments to the indenture governing the Old Notes will become operative upon settlement of the Exchange Offer. In a prior press release, J.Crew Group announced that it was extending the expiration time for the Private Offer to July 11, 2017. About J.Crew Group J.Crew Group, Inc., is an internationally recognized omni-channel retailer of women's, men's and children's apparel, shoes and accessories. As of June 26, 2017, the Company operates 277 J.Crew retail stores, 118 Madewell stores, jcrew.com, jcrewfactory.com, the J.Crew catalog, madewell.com, and 179 factory stores (including 39 J.Crew Mercantile stores). Certain product, press release and SEC filing information concerning the Company are available at the Company's website www.jcrew.com. For the year ended Jan. 28, 2017, J. Crew reported a net loss of $23.51 million following a net loss of $1.24 billion for the year ended Jan. 30, 2016. As of April 29, 2017, J. Crew had $1.28 billion in total assets, $2.18 billion in total liabilities and a total stockholders' deficit of $907.02 million. * * * As reported by the TCR on June 16, 2017, S&P Global Ratings said it lowered its corporate credit rating on New York-based J. Crew Group Inc. to 'CC' from 'CCC-'. The outlook is negative. J. Crew recently announced an exchange offer for any and all of its outstanding $566.5 million aggregate principal amount of 7.75%/8.50% senior pay-in-kind (PIK) toggle notes due 2019. The company is also seeking to amend its term loan agreement. S&P views the transaction as distressed because the participating note holders will receive significantly less than par value. J. Crew carries a 'Caa2' Corporate Family Rating from Moody's Investors Service. J. Crew's 'Caa2' Corporate Family Rating reflects its weak operating performance and high debt burden, with credit agreement debt/EBITDA of 11 times and interest coverage below 1.0 time, Moody's said. JIM HANKINS AIR: Sale Motion Withdrawn After Buyer Withdrew Offer ----------------------------------------------------------------- Judge Edward Ellington of the U.S. Bankruptcy Court for the Southern District of Mississippi withdrew Jim Hankins Air Service, Inc.'s pending motion to sell property free and clear of liens. The Debtor, Jackson Municipal Airport Authority, and the Office of the United States Trustee have advised the Court that the prospective purchaser has withdrawn its offer. About Jim Hankins Air Service Jim Hankins Air Service, Inc., sought protection under Chapter 11 Of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 17-00678) on Feb. 24, 2017, disclosing under $1 million in both assets and liabilities. The petition was signed by Bruce Moss, vice president. The Debtor hired the Law Offices of Craig M. Geno, PLLC, as counsel. In March 2017, Judge Edward Ellington authorized the Debtor's sale of condominium unit C-2, Building III Southbay by the Gulf Condominium, located at 940 Hwy 98 East, 31, Destin, Florida, outside the ordinary course of business, to Sunny Days, LLC for $150,000. KAMA MANAGEMENT: Secured Creditor Objects to Confirmation of Plan ----------------------------------------------------------------- Secured creditor Condado 5, LLC, successor-in-interest of Banco de Desarrollo Economico para Puerto Rico, objects to the confirmation of the Chapter 11 plan of reorganization of Kama Management, Inc., complaining that the Plan does not provide for its secured claim in full. Condado 5 filed Proof of Claim No. 5 in the secured amount of $1,423,989.44. The Claim has not been objected and thus, is deemed allowed under 11 U.S.C. Section 502(a). The Debtor is proposing to pay Condado 5 the alleged secured amount of $1,420,876. Condado 5 complains that the Plan does not provide for the payment of its secured claim in full and therefore, does not comply with the requirements of Section 1129(b)(2)(A) of the Bankruptcy Code. The secured creditor also complains that the Debtor does not state or otherwise specify the source of the lump sum payment, with which the Debtor proposes to pay the vast majority of Condado 5's claim. Therefore, the Plan as proposed, is not feasible because the Plan is devoid of any evidence as to the viability of the lump sum payment with which the majority of Condado 5's claim will be paid and thus, does not comply with Section 1129(a)(11), the secured creditor asserts. A full-text copy of the Plan Confirmation Objection dated July 12, 2017, is available at: http://bankrupt.com/misc/prb16-08008-84.pdf The secured creditor is represented by Sonia E. Colon, Esq., Gustavo A. Chico-Barris, Esq., and Camille N. Somoza, Esq., at Ferraiuoli LLC, in San Juan, Puerto Rico. About Kama Management Inc. Kama Management Inc. filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-08008), on October 5, 2016. The Petition was signed by Alberto Perez Pujals, president. At the time of filing, the Debtor had no assets and had total debts of $1.45 million. The Debtor is represented by Maria Soledad Lozada Figueroa, Esq., at Lozada Law & Associates, LLC. KATY INDUSTRIES: Jansan Only Qualified Bidder, Auction Cancelled ---------------------------------------------------------------- BankruptcyData.com reported that Katy Industries filed with the U.S. Bankruptcy Court a notice of successful bidder and cancellation of the previously-scheduled auction. The notice states, "Pursuant to the Bid Procedures Order, the Bid Deadline was July 12, 2017 at 5:00 p.m. (Eastern Daylight Time), and that the only Qualified Bid as of the Bid Deadline was that of the Stalking Horse Purchaser (Jansan Acquisition). As such, no Auction will be conducted and the Stalking Horse Purchaser is deemed to be the Successful Bidder. The sale hearing will be held on July 17, 2017." According to the June 19, 2017 motion for the sale of substantially all of the Debtors' assets, Jansan Acquisition, a newly created entity co-owned by Highview Capital and affiliate of Victory Park Management serves as administrative agent for the Company's pre-petition second lien lender. Pursuant to the terms of the stalking horse agreement, Jansan Acquisition has agreed to purchase the assets in exchange for (i) the assumption of certain obligations; (ii) a credit bid of the amount outstanding under the proposed $7.5 million D.I.P. credit agreement; (iii) a credit bid of all outstanding amounts due and owing under the second lien credit agreement; and (iv) the assumption of certain additional liabilities. About Katy Industries Katy Industries, Inc. -- http://www.katyindustries.com/-- a publicly traded Delaware corporation, is a manufacturer, importer, and distributor of commercial cleaning and consumer storage products as well as a contract manufacturer of structural foam products. It distributes its products across the United States and Canada. It is best known for such brands as Continental, Huskee, Color Guard, Wilen, Muscle Mop, Contico, Tuffbin, and SilverWolf, among many others. The Company operates three manufacturing facilities located in Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana, with its corporate headquarters located in St. Louis, Missouri. Katy Industries, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 17-11101) on May 14, 2017. Katy Industries disclosed assets at $821,321 and liabilities at $58,421,346. The petitions were signed by Lawrence R. Perkins of SierraConstellation Partners LLC, who serves as the Debtors' chief restructuring officer. The Debtors tapped DLA Piper LLP (US) as counsel; and Lincoln Partners Advisors LLC as their investment banker. KING'S PEAK ENERGY: Wants to Use Macquarie Bank's Cash Collateral ----------------------------------------------------------------- King's Peak Energy, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Colorado to use Macquarie Bank Limited's cash collateral and to pay critical vendor. To continue oil and gas production, the Debtor must have use of funds on hand, funds held by others, and funds to be received from the sale of oil and gas. The Debtor believes those funds are cash collateral subject to a senior lien in favor of MBL. The cash collateral which Debtor seeks to use is comprised of funds held in various bank accounts in contractor Proven Petroleum, Inc.'s name as operator at NBH Bank, in the Debtor's name at MBL, funds held in suspense by the oil purchaser, and its ongoing revenues, along with receivables owed to Debtor. Pursuant to the credit facility, the Debtor granted to MBL a security interest in and continuing lien on substantially all of the Debtor's assets and property, including the cash collateral. The Debtor believes the prepetition liens in the prepetition collateral, including the cash collateral, are legal, valid, binding, enforceable, non-avoidable and perfected. Field vendors may have a lien on the wells, but no statute provides for a lien on production. Taxing authorities may have an interest in a portion of the cash collateral. However, Debtor proposes to pay the taxing authorities amounts that are due and payable. The Debtor had attempted to negotiate with MBL concerning the use of cash collateral and payment of critical vendors. MBL does not consent to the use of cash collateral, and the negotiations continue. Under the proposed order, the Debtor's use of cash collateral will be subject to and governed by the terms of the budget; provided, however, that: (i) the Debtor will be permitted to exceed the Budget by an amount up to 15% measured weekly except as to amounts payable to Proven for its operating fees; (b) unused budget amounts for any week may be carried forward; and (ii) Debtor and MBL may agree to exceptional unanticipated expenditures that will not be counted against permitted variance. The Budget shows an anticipated increase in cash from a beginning amount of approximately $524,000 to $1,155,000 through the end of August because the fields operate at a profit before debt service to MBL. As adequate protection for the use of cash collateral, the Debtor proposes to grant MBL replacement liens on all tangible and intangible property of Debtor now existing or hereafter acquired in an amount equal to any actual post-petition diminution in the value of its interest in the Debtor's interest in the Prepetition Collateral, but only of the same extent, validity and priority as its prepetition liens, all as set forth with more particularity in the proposed court order. To the extent that the adequate protection proves to be insufficient, MBL will be granted first priority superpriority administrative expense claims under Section 507(b) of the U.S. Bankruptcy Code with priority in payment over any other administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code. The Debtor has identified one critical vendor at this time, Industrial HP, which supplies mechanic's services to the wells and has indicated that it will no longer provide services unless a portion of its prepetition debt is paid. Industrial HP's response times are 24 to 48 hours faster than other providers, and other providers are two to three times the cost. The Debtor says that other providers do not have the level of skill and diligence to be replaced without causing a delay and disruption to well operations. Given that one day of production from a well at 500 barrels a day is $20,000 of lost revenue, any delay in the provision of these services is costly. Industrial HP does not operate under a long-term contract. The amount owed to Industrial HP totals about $45,000 as of the Petition Date, but it has indicated that a payment of $20,000 toward these prepetition balances will induce it to continue to provide services as usual. A copy of the Debtor's request is available at: http://bankrupt.com/misc/cob17-16046-21.pdf About King's Peak Energy King's Peak Energy, LLC, is a corporation based in Lakewood, Colorado and named as a lessee in 27 oil and gas leases. King's Peak Energy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-16046) on June 29, 2017. Fred Soliz, manager and member, signed the petition. At the time of the filing, the Debtor estimated its assets and debt at $10 million to $50 million. Judge Elizabeth E. Brown presides over the case. Christian C. Onsager, Esq., and Andrew D. Johnson, Esq., at Onsager Fletcher Johnson, LLC, serve as the Debtor's bankruptcy counsel. LAKEWOOD AT GEORGIA: Unsecureds to Recoup 10% Over 20 Quarters -------------------------------------------------------------- Lakewood at Georgia Avenue LLC filed with the U.S. Bankruptcy Court for the District of Maryland its first amended disclosure statement to accompany its plan of reorganization, dated July 6, 2017. This version of the plan now provides that with respect to the debt of GCCFC 2007-GG9 Georgia Avenue, LLC -- secured by the real property consisting of the Premises (11510 Georgia Avenue, Wheaton, MD) -- it will be paid out of the proceeds of a sale or refinancing, or from additional rents. Because of the status of this Claim, the Debtor will seek refinancing of the Premises if and when additional rents are secured. This claim is classified as the Class 1 Claim in the Plan. The current balance due on the Class 1 Claim is $4,836,657. The treatment of Class 3 Allowed Unsecured Nonpriority Claims has also been amended. The Class 3 Claims will now be paid off pro rata at the rate of 10% of the Allowed Claim amount, over a period of 60 months (20 quarters) at a total for all Claimants of $622.50/quarter in advance for 60 months (20 quarters) with payments commencing the 25th day of the month following the month of the Effective Date. This payment will be reduced pro rata to the extent that any of the Creditors elect to be classified as Class 2 Claims. The original plan proposed that class 3 claims will be paid off pro rata over a period of 60 months at a total for all Claimants of $1,037.50/month for 60 months. This payment will be reduced pro rata to the extent that any of the Creditors elect to be classified as Class 2 Claims. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/mdb16-26171-71.pdf About Lakewood At Georgia Avenue Lakewood At Georgia Avenue LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-26171) on December 10, 2016. The petition was signed by George E. Christopher, president of managing member Lakewood Investment Corp. The case is assigned to Judge Thomas J. Catliota. The Debtor is represented by DeCaro & Howell P.C. At the time of the filing, the Debtor disclosed $6.04 million in assets and $4.35 million in liabilities. LITHIA MOTORS: Moody's Assigns Ba1 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned a Corporate Family Rating of Ba1 and a Probability of Default Rating of Ba1-PD to Lithia Motors, Inc. Moody's also assigned a Ba2 rating to the company's proposed $300 million senior unsecured eight year notes and an SGL-2 Speculative Grade Liquidity rating. The outlook is stable. The net proceeds of about $295 million after fees and expenses will be used for general corporate purposes, including debt repayment, acquisitions and other strategic initiatives. All ratings are subject to review of final documentation. The following ratings have been assigned: Issuer: Lithia Motors, Inc. -- Probability of Default Rating, Assigned Ba1-PD -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Corporate Family Rating, Assigned Ba1 -- Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD 6) Outlook Actions: Issuer: Lithia Motors, Inc. -- Outlook, Assigned Stable RATINGS RATIONALE The Ba1 rating reflects Lithia's strong credit metrics and solid competitive position in its chosen markets in an auto retailing segment that remains highly fragmented. Pro forma for the contemplated note issuance, Lithia still maintains a largely investment grade credit profile, with debt/EBITDA pro forma for the new debt of around 2.3x and interest coverage of around 7.3x. The company is well represented in the US with 160 dealerships in 18 states. Moody's expects the company will continue to generate strong free cash flow which will be used for acquisitions, share repurchases and dividends. In the event of a slowdown in operations, Moody's expects the company will utilize its free cash flow to reduce debt in order to maintain its strong financial metrics. The stable outlook reflects Moody's expectation that Lithia will maintain good liquidity, such that credit metrics remain strong even in the event of an acquisition or economic downturn. The SGL-2 rating reflects Lithia's good liquidity profile supported by sufficient cash flows and reasonable sources of external liquidity. The credit facility, which is set to expire in July 2021 consist of a $1.55 billion new floor plan commitment, a $400 million revolver (for acquisitions and working capital), and up to $350 million used floor plan facility. Moody's expects Lithia to have ample availability under the credit facility. Outside of the credit facility's maturity in 2021 and proposed unsecured notes maturity in 2025, the company maintains mortgages associated with the company's owned real estate which are payable in various installments through October 2034. The credit facility has three covenants: current ratio, fixed charge coverage ratio and leverage ratio, in which Moody's expects the company will be in compliance with over the next 12-18 months. An upgrade would require Lithia to flawlessly source, price, and integrate any future acquisitions, as well as maintain a conservative financial policy, particularly where shareholder returns are concerned. Quantitatively, an upgrade would require debt/EBITDA maintained below 2.0x and EBIT/interest sustained above 10.0x. Ratings could be downgraded if deterioration in operating performance or financial policy decisions result in weakening of liquidity or credit metrics, which would be evidenced by debt/EBITDA rising above 3 times or if EBIT/interest fell below 8.0x. The Ba2 rating for Lithia's senior unsecured notes is one notch below the company's Ba1 Corporate Family Rating. The one notch difference reflects the level of secured debt, primarily comprised of floor plan financing, which have a more senior claim in the company's capital structure. Lithia Motors, Inc., headquartered in Medford, OR, is a leading auto retailer with 160 stores across 18 states. Revenues for the twelve months ended March 31, 2017 exceeded $8.9 billion. The principal methodology used in these ratings was Retail Industry published in October 2015. LODGE HOLDINGS: Ch. 11 Trustee Selling All Assets to CBC for $1M ---------------------------------------------------------------- Sheena R. Aebig, the Chapter 11 Trustee of Lodge Holdings Co. and its debtor-affiliates, asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of substantially all assets of the Consolidated Debtors to CBC Partners I, LLC or assigns for $1,005,000, subject to higher and better offers. The leases of the Consolidated Debtors are: a. Lease executed on Nov. 12 and 13, 2012, between IC USA # 8 Property Ltd. Partnership as Landlord and Debtor Stadium Lodge, LLC as Tenant, as the same may be amended, for certain premises located at 401 Second Avenue South, Seattle, Washington; b. Lease dated as of Aug. 28, 2009, between Mukilteo Ridgewood, LLC as Landlord and Debtor Mukilteo Lodge, LLC as Tenant, as the same may be amended, for certain premises located at 7928 Mukilteo Speedway, Suite 101, Mukilteo, Washington; c. Lease with reference date of Dec. 15, 2011, between RH Lake Associates, LLC as Landlord and Debtor Kirkland Lodge, LLC as Tenant, as the same may be amended, for certain premises located at 107 Lake Street, Kirkland Washington; d. Lease dated Nov. 21, 2014, between Limantzakis Properties No. 1, LLC as Landlord and Debtor Greenwood Lodge, LLC as Tenant, as the same may be amended, for certain premises located at 8501 Greenwood Ave. N., Seattle, Washington; e. Lease dated April 18, 2014, between Executive Hotel Seattle, LLC as Landlord and Debtor Downtown Lodge, LLC as Tenant, as the same may be amended, for certain premises located at 400 Spring Street, Seattle, Washington; and f. Lease dated April 14, 2014, between Octagon Capital Group, LLC as Landlord and Debtor Mill Creek Lodge, LLC as Tenant, as the same may be amended, for certain premises located at Creekside Village, 15129 Main Street, Mill Creek, Washington. None of each of the Debtors' premise lease has been assumed or rejected as of the filing of the Motion. The deadline for assumption or rejection of the unexpired leases was June 19, 2017 for the IC USA # 8 (Stadium Lodge) and Executive Hotel (Downtown Lodge) leases (the Trustee has filed a motion to assume those leases effective and conditioned upon closing of a sale transaction as proposed in this Motion), and is Sept. 30, 2017 for the remaining leases as extended and according to terms provided in a prior motion and order extending time for assumption or rejection of those remaining leases. The Trustee devoted substantial time and resources to attempting to obtain reasonable accounting and financial data by which to determine the profitability of the "Lodge Sports Grill" restaurants operated by the Subsidiary Debtors. Her initial assessment is summarized in the Chapter 11 Trustee's Interim Report of Investigation and Recommendations filed March 23, 2017 in the Lodge Holdings case. Although the Consolidated Debtors have recently filed a plan of reorganization whereby their owners, Shawn Roten and Elizabeth Stewart, would retain ownership of their assets, the Trustee is and has been deeply skeptical that any such plan would be feasible absent a massive infusion of capital, any source of which is unknown to the Trustee. The Trustee believes that without insertion of new management and capital, despite the possibility the restaurants could generate some degree of operating profit, the restaurants will ultimately fail for inability to retire all secured and priority debt and effect cure and adequate assurance of future performance with respect to premises leases. The salient terms of the Asset Purchase Agreement are: a. Acquired Assets: All assets of the Consolidated Debtors, including without limitation, inventory, intellectual property, leaseholds, FF&E (excluding the Greenwood Lodge FF&E), , and intangibles, free and clear of claims, interests and encumbrances. b. Purchase Price: Cash of $1,005,000, the Purchaser's assumption of certain postpetition trade payables, payroll, and taxes, and the Purchaser's assumption of the CBC secured debt in estimated amount of $920,557 calculated as of May 11, 2017, with additional interest and charges accruing thereafter. c. Assumption and assignment of leases and contracts: The premises leases, unless specifically excluded by agreement of CBC and the Trustee, are to be assumed and assigned, at closing, to CBC. The additional contracts identified as "Acquired Contracts" under the APA are also to be assumed and assigned, and consist primarily of:lease obligations for dishwashers in the Stadium and Mill Creek Lodge locations. d. Conditions: CBC has satisfied or waived due diligence and financing conditions. CBC's obligation to close is conditioned without limitation upon (i) Court approval of the APA (specifically including a provision for reimbursement of up to $50,000 of CBC's expenses); (ii) entry of the Sale Order as described in the APA, as the same may be amended with the consent of CBC, no later than 60 days following the execution date of the APA; (iii) entry into employment agreements with key employees of the Debtors; (iv) satisfactory evidence that all secured creditors who will not be paid in full through the sale transaction, consent to the transaction; (v) no material adverse change to the business, results of operations, prospects, condition or assets of the business; and (vi) those other conditions provided in section 7.2 of the APA, and grounds for termination provided in Article 8 of the APA. e. Higher and Better Offers; Backup Offer: CBC consents to the proposed procedure for consideration of competing offers, outlined as follows. The Trustee requests that the Court enter an order approving the proposed procedures, but only in the event that credible competing bid interest is timely received by the Trustee: Any party interested in making a competing bid must submit a written response to the Motion no later than Aug. 4, 2017, indicating that the party is prepared to offer $2,193,656 or more, for the assets of some or all of the Debtors (not exceeding those assets that are subject to the CBC APA); and must both provide the Trustee, to be received by the date of initial hearing upon the Motion on Aug. 11, 2017), both evidence satisfactory to the Trustee of the interested party's ability to close a qualifying transaction by Aug. 31, 2017, and an executed nondisclosure agreement ("NDA"). No party will be a Qualified Bidder until the Trustee has confirmed timely receipt of such evidence and the executed NDA. f. The Trustee will conduct an auction according to procedures acceptable to the Trustee in her sole discretion, among the Qualified Bidders and CBC, to be announced at or prior to commencement of the auction. Any bid by CBC will be considered to include an additional $50,000 constituting the maximum Expense Reimbursement to CBC in event CBC is not the successful bidder. Minimum bidding increments will be $25,000. g. Sale Confirmation Hearing; Closing Deadlines; Related Relief: The Trustee asks that a hearing be set between Aug. 30 and Sept. 1, 2017 for the Court's consideration of the Winning Bid and any Backup Bid. The Closing will be scheduled for no later than Sept. 8, 2017, or in the event the Approved Offer is not timely closed, no later than Sept. 15, 2017 as to any Approved Backup. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Lodge_Holdings_230_Sales.pdf The Trustee asks the Court to approve such modifications to the proposed APA, compromises and similar matters as may arise in the sale process, at the initial hearing upon the Motion, or at the Sale Confirmation Hearing if competing purchase interest is timely asserted and anauction process results. The Trustee asks for authority to assume and assign the unexpired leases and executory contracts, if any, that are subject to the CBC APA and any alternative APA that may be approved by the Court as the Approved Offer or Backup Offer. The Trustee asks that a hearing be set to consider any cure, adequate assurance of prompt cure, and adequate assurance of future performance issues that are not otherwise settled among a landlord on one hand, and the Trustee (or CBC or other submitted of the Approved Offer, with the Trustee's consent) on the other, with associated dates for submissions to the Court. The Trustee has approached the Internal Revenue Service, which has filed an amended proof of claim for approximately $2.2 million (of which approximately $770,000 may be senior to the blanket security interest of CBC in the assets of all debtors), to obtain consent to the proposed CBC sale. The Trustee understands that the IRS consents to the CBC sale and consents (or will not object) to the following allocation of the $1 million cash portion of the purchase consideration and related provisions: a. IRS to receive $420,000 from the cash consideration; b. Set aside of $7,499 to pay secured claim of American Express Bank, to the extent allowed; c. Carveout or agreed assessment for cure payments under leases and contracts to be assumed and assigned to CBC (estimated at up to approximately $300,000). The Trustee estimates that such cure payments should not exceed that amount and reserves the right to object to claimed defaults and cure amounts. The sum of $300,000 is to be set aside at closing, for the purpose of making such cure payments as the same may be settled with the Trustee or by CBC with the Trustee's consent, or determined at hearing. d. The balance of the purchase price will be treated as a carveout or agreed assessment to pay unpaid United States Trustee fees, unpaid postpetition taxes payable by Seller under the APA, if any, and allowed compensation to the Trustee and her professionals, subject to allowance by the Court. It is anticipated that the purchase price balance will be significantly less than the accrued hourly fees of the Trustee and her professionals (subject to statutory maximum compensation to the Trustee), and such allowed compensation and unpaid postpetition taxes payable by the Seller under the APA, if any, accordingly will be paid pro rata or as otherwise agreed among the Trustee and her professionals. The estimated amounts accrued by the Trustee and her professionals through May 2017, subject to application and allowance, are believed to be in the range of $300,000, and it is anticipated that additional substantial charges will be accrued thereafter and through completion of the cases. e. The IRS consents to CBC inclusion of assumption of its debt as part of the CBC offer, despite insufficiency of the purchase price to pay all of IRS' secured claims. f. If and to the extent amounts set aside above are not necessary for the identified purposes, the surplus may be applied to items paid pro-rata under paragraph (d) and in the unlikely event of a surplus, toward secured claims junior to the CBC secured claim. The proposed sale of assets to CBC would generate $1,005,000 cash available to apply toward the IRS first priority secured claim (discounted payoff at $420,000), substantial lease cure amounts (estimated to be up to approximately $300,000), and administrative expenses of the United States Trustee (fees to be paid in full) and, pro rata, unpaid postpetition taxes payable by Seller under the APA, if any, together with compensation to the Trustee and her professionals (subject to Court allowance and likely payable only at a significant discount based on currently accrued hourly charges). Accordingly, the Trustee asks the Court to approve the relief sought. The Purchaser: CBC PARTNERS, LLC 777 108th Ave. NE, Ste. 1895 Bellevue, WA 98004 Attn: Alan Hallberg, Chief Credit Officer Facsimile: (425) 688-7003 The Purchase is represented by: Gregory Fox, Esq. LANE POWELL PC 1420 Fifth Avenue, Ste. 4200 Seattle, WA 98101 Facsimile: (206) 223-7107 The Trustee: Sheena Aebig, Esq. 2003 Western Ave Ste 400 Seattle, WA 98121 Facsimile: (206) 341-9810 Counsel for the Trustee: Edwin K. Sato, eSQ. BUCKNELL STEHLIK SATO & ORTH LLP 2003 Western Avenue, Suite 400 Seattle, WA 98101 Facsimile: (206) 587-0277 About Lodge Holdings Company Lodge Holdings Company, Mukilteo Lodge, LLC, Kirkland Lodge, LLC, Stadium Lodge, LLC, Downtown Lodge, LLC, Mill Creek Lodge, LLC, and Greenwood Lodge, LLC filed Chapter 11 petitions (Bankr. W.D. Wash. Lead Case No. 16-15814) on Nov. 18, 2016. The petitions were signed by Shawn Roten, president. Lodge Holdings disclosed $1.06 million in total assets and $5.73 million in total liabilities. Judge Timothy W. Dore presides over the cases. The Debtors are represented by Larry B. Feinstein, Esq., at Vortman & Feinstein. On Jan. 11, 2017, the Court appointed Sheena R. Aebig as Trustee in the now consolidated cases (excluding West Seattle Lodge). The Trustee tapped Bucknell Stehlik Sato & Orth LLP as counsel. LOUISIANA CRANE: Cerny Real Estate Objects to Plan Confirmation --------------------------------------------------------------- Cerny Real Estate, LLC & Reese Interests, LLC, jointly through their servicer Ellis Management Company, object to confirmation of Louisiana Crane & Construction, LLC's proposed Chapter 11 Plan complaining of incorrect identification of creditors and the proposed repayment provisions of the indebtedness. Moreover, Cerny complains that the plan fails to provide for payment of the insurance premiums and fails to provide for sufficient insurance coverage as required by the Deed of Trust. By Deed of Trust, Note and Security Agreement dated June 8, 2015, the Debtor borrowed $800,000 and mortgaged 7.6 acres of land located in Atascosa County, Texas, to secure the indebtedness owed to Cerny and Reese. At the Petition Date, the Debtor owed a total amount of $854,831.95 to Cerny Real Estate, LLC and Reese Interests, LLC. Cerny/Reese filed Claim Number 60. The balance owed on the note is $878,021.23 with interests and costs accruing together with attorney’s fees and costs in the amount of $11,554 which fees and costs continue to accrue. A full-text copy of Cerny's Plan Confirmation Objection dated July 12, 2017, is available at: http://bankrupt.com/misc/lawb16-50876-611.pdf Cerny is represented by: Stephen D. Wheelis, Esq. Richard A. Rozanski, Esq. WHEELIS & ROZANSKI P.O. Box 13199 Alexandria, LA 71315-3199 Tel: 318/445-5600 Email: steve@wheelis-rozanski.com richard@wheelis-rozanski.com About Louisiana Crane Headquartered in Eunice, Louisiana, Louisiana Crane & Construction, LLC, fka Louisiana Crane Company, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 16-50876) on June 27, 2016, estimating its assets at up to $50,000 and its liabilities at between $10 million and $50 million. The petition was signed by Douglas D. Marcantel, chief financial officer. Judge Robert Summerhays presides over the case. Michael A. Crawford, Esq., who has an office in Baton Rouge, Louisiana, and Barry W. Miller, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, serve as the Debtor's bankruptcy counsel. Henry Hobbs, Jr., acting U.S. trustee for Region 5, on July 22 appointed three creditors of Louisiana Crane & Construction, LLC, to serve on the official committee of unsecured creditors. On March 8, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. MAGNUM MOVERS: Disclosures OK'd; Plan Hearing on Aug. 14 -------------------------------------------------------- The Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas has approved Magnum Movers, LLC's disclosure statement dated June 9, 2017, in support of the Debtor's plan of reorganization. A hearing on the confirmation of the Plan will be held on Aug. 14, 2017, at 10:30 a.m. Objections to the plan confirmation must be filed by Aug. 7, 2017. The last day for receipt of acceptances or rejections of the Plan is Aug. 7, 2017. The Debtor will file its ballot summary no later than Aug. 10, 2017. As reported by the Troubled Company Reporter on June 21, 2017, the Debtor filed with the Court a plan of reorganization and disclosure statement proposing to pay a 25% distribution of allowed general unsecured claims, to be distributed in quarterly payments out of future business operations. General unsecured creditors will receive 100% of their allowed claims in 48 equal monthly installments, due on the 25th day of the quarter, starting on the 25th of the month following the Effective Date and on the 25th of each quarter thereafter. There are only two claims in this class: James McKnight, Brown & Ortiz, PC, for legal services in the amount of $14,000 and Ray Arriola for mechanic services in the amount of $500. The total amount of $14,500 will be paid in monthly payments of $400 per month. About Magnum Movers Magnum Movers, LLC, operates a furniture moving business in Bexar County, Texas. It purchased a property at 1604 Military Highway in San Antonio, Texas from Select First Homes, LLC, in 2015. Magnum was advised that the property was platted and zoned for commercial use, which was incorrect. Magnum has to spend several thousands of dollars so that it could operate its moving business on the property. Magnum Movers filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 16-52753) on Dec. 2, 2016, disclosing less than $1 million in both assets and liabilities. The Debtor is represented by the Law Offices of Dean William Greer, Esq., in San Antonio, Texas. MARINA BIOTECH: Continues to Issue Warrants to Buy 111,308 Shares ----------------------------------------------------------------- Marina Biotech, Inc., filed with the Securities and Exchange Commission a Post-Effective Amendment No. 4 to Form S-3 on Form S-1 with respect to registration statement nos. 333-168447 and 333-175769 to maintain the registration of the issuance of shares of the common stock of the Company to the holders of certain warrants to purchase shares of Common Stock that were issued in connection with the underwritten public offerings of common stock and warrants that the Company conducted in February 2011 and May 2011. The Post-Effective Amendment was declared effective by the SEC on May 15, 2017. Since that time, warrants to purchase up to 609,440 shares of Common Stock that were issued in the May 2011 Offering have been exercised, at an exercise price of $0.28, resulting in gross proceeds to the Company of approximately $170,000. All of the warrants issued in the May 2011 Offering expired by their terms on May 22, 2017. Following the expiration of all of the warrants issued in the May 2011 Offering, the only warrants the exercise of which are covered by the Post-Effective Amendment are warrants to purchase up to 111,308 shares of Common Stock having an exercise price of $8.00 per share that were issued in the February 2011 Offering. About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. Marina Biotech reported a net loss of $837,143 on $0 of revenue for the year ended Dec. 31, 2016, compared with a net loss of $1.11 million on $0 of revenue for the year ended Dec. 31, 2015. As of March 31, 2017, Marina had $6.11 million in total assets, $2.69 million in total liabilities, all current, and $3.41 million in total stockholders' equity. Squar Milner LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses and negative cash flows from operations and has had recurring negative working capital. This raises substantial doubt about the Company's ability to continue as a going concern. MARTIN'S VIEW: Case Summary & 4 Unsecured Creditors --------------------------------------------------- Debtor: Martin's View Apartments, LLC 7272 Wisconsin Avenue, Suite 325 Bethesda, MD 20814 Business Description: Martin's View Apartments is a real estate lessor in Bethesda, Maryland. Its principal assets are located at 4337 - 4363 Martin Luther King Jr. Avenue SW 200 - 211 Elmira Street SW Washington, DC 20032. Chapter 11 Petition Date: July 14, 2017 Case No.: 17-00389 Court: United States Bankruptcy Court for the District of Columbia (Washington, D.C.) Debtor's Counsel: Kristen E Burgers, Esq. HIRSCHLER FLEISCHER, PC 8270 Greensboro Drive, Suite 700 Tysons, VA 22102 Tel: 703-584-8364 E-mail: kburgers@hf-law.com - and - Stephen E. Leach, Esq. HIRSCHLER FLEISCHER, PC 8270 Greensboro Drive, Suite 700 Tysons, VA 22102 Tel: 703-584-8902 Fax: 703-584-8901 E-mail: sleach@hf-law.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Carter A. Nowell, manager. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/dcb17-00389.pdf Debtor's List of Four Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ DC Treasurer-Real Real Estate Taxes $95,530 Property Tax Admin. PO Box 98095 Washington, DC 20090-8095 Washington Gas Utility Service $60,036 PO Box 37747 Philadelphia, PA 19101-5047 DC Water and Sewer Utility Service $23,171 Authority PO Box 97200 Washington, DC 20090 DC Office of Tax and Fines $1,950 Revenue PO Box 96165 Washington, DC 20090-6165 MED-X TRANS: UST Wants MORs Filed, Case Dismissed or Converted -------------------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, asks the U.S. Bankruptcy Court in Bridgeport, Connecticut, for an order: -- compelling Med-X Trans, Inc., to immediately file its delinquent Monthly Operating Reports and timely file future Monthly Operating Reports and immediately pay delinquent fees owed pursuant to 28 U.S.C. Sec. 1930(a)(6), and timely pay future assessed Quarterly Fees; and -- dismissing or converting the Debtor's Chapter 11 case to a case under Chapter 7 pursuant to 11 U.S.C. Sec. 1112(b) for its failure to timely file Monthly Operating Reports and its continuing failure to pay its assessed amount of Chapter 11 Quarterly Fees throughout its Chapter 11 case. The U.S. Trustee tells the Court that the Debtor's Chapter 11 case is its second. The Debtor filed its prior case (Bankr. D. Conn. Case No. 14-21715) on Aug. 28, 2014. The 2014 Case was dismissed on November 6, 2015, for the Debtor's failure to propose a plan of reorganization and confirm same within the time allowed by the Bankruptcy Code. The Debtor has an obligation to pay Chapter 11 Quarterly Fees for each and every calendar quarter in which it remains in Chapter 11 and until its case is either closed, converted or dismissed. The amount a Chapter 11 debtor pays in Quarterly Fees are determined by the level of disbursements made by and for the benefit of a debtor in each calendar quarter. The deadline for paying Quarterly Fees is the last day of the month following the close of each calendar quarter. The U.S. Trustee reminds the Court that the Debtor has a history of ignoring its responsibility as a debtor-in-possession to timely pay its Quarterly Fee obligations which extends back to its 2014 Case. In that case, the Debtor failed to pay $16,156.30 in Quarterly Fees which reflects the Debtor failing to pay Quarterly Fees for all or parts of the first, second, third and fourth calendar quarters of 2015. In the present Chapter 11 case, the Debtor has continued to ignore its duty to pay Quarterly Fees, the U.S. Trustee says. Through the fourth calendar quarter of 2016, the Debtor has been assessed $24,375.00 but has paid only $1,950.00 leaving an unpaid balance of $22,502.17. Of that balance, the Debtor paid $17,627.17 in compliance with the Bankruptcy Court's Interim Order, which was entered on the United States Trustee Motion to Compel, Dismiss or Convert. Since that payment, the Debtor has failed to make any payment on its Quarterly Fee obligations. At present and through the end of the second calendar quarter of 2017, the Debtor is indebted for Quarterly Fees in the amount of $14,696.10 which represents delinquencies for the 4th calendar quarter of 2016 and the first calendar quarter of 2017 and the assessment for the second calendar quarter of 2017. The U.S. Trustee also contends that the Debtor has a duty to file timely Chapter 11 Monthly Operating Reports with the Bankruptcy Court to demonstrate its financial condition and financial transactions. To be timely, the Debtor must file its MORs on or before the 20 day of the month following each reporting month or on the next business day if the 20th day is on a weekend or holiday. The Debtor has failed to file its MORs for the months of March, April, May and June 2017. The Debtor has filed its Fourth Amended Plan of Reorganization on June 26, 2017. The Bankruptcy Court has scheduled the hearing on confirming that Fourth Amended Plan on August 15, 2017 at 10:00 a.m. The U.S. Trustee contends that the Debtor cannot confirm its Fourth Amended Plan of Reorganization without filing its MORs prior to the confirmation hearing as its MORs affect feasibility of that plan. The Court also cannot confirm the Debtor's Fourth Amended Plan unless the Debtor is able to and will pay its assessed Quarterly Fees on or before the effective date of its plan of reorganization. The U.S. Trustee is represented by: Steven E. Mackey, Esq. Trial Attorney Office of the United States Trustee Giaimo Federal Building, Room 302 150 Court Street New Haven, CT 06510 Tel: (203) 773-2210 About Med-X Trans Headquartered in Plainfield, Connecticut, Med-X Trans, Inc., d/b/a Med-X Transportation, Inc., d/b/a Med-X Enterprises, is in the business of providing transportation to clients for non-emergency medical appointments. Med-X Trans filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 15-21942) on Nov. 6, 2015, disclosing $486,750 in total assets and $1.24 million in total liabilities. Hugh Viele, treasurer, signed the petition. Judge Ann M. Nevins presides over the case. Anthony S. Novak, Esq., at Novak Law Office, P.C., serves as the Debtor's bankruptcy counsel. The U.S. Trustee was not able to appoint an official committee of unsecured creditors due to creditor disinterest. MICHAEL ROBINSON: Sale of Irving Property Approved -------------------------------------------------- Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized Michael Daniel Robinson's sale of real property located at 301 Nottingham Drive, Irving, Texas. The sale is free and clear of all liens, claims, and encumbrances. The reasonable and necessary closing costs will be paid at closing along with the real estate broker's commission. At the closing of such sale, the Debtor is authorized to pay all outstanding ad valorem property taxes owed for tax year 2016 and all prior years to Dallas County with interest that has accrued from the petition date through the date of payment at the state statutory rate of 1% per month. It is also authorized and directed to pay all outstanding ad valorem property taxes for tax year 2016 and all prior years to Irving ISD with interest that has accrued from the petition date through the date of payment at the state statutory rate of 1% per month. The liens securing payment of the 2017 ad valorem property taxes will remain attached to the Property to secure payment of all ad valorem property taxes assessed on the Property and any penalties and interest that may accrue thereon, which will become the responsibility of the purchaser of the Property. At the closing of such sale, the Debtor is authorized to pay to Propel Funding National 1, LLC the amount of $6,060 plus additional per diem from and after July 5, 2017 in the amount of $1.29 through the date of closing, which amount is agreed upon by the Debtor and Propel to include principal, interest, fees, and all amounts allowed by 11 U.S.C. Section 506(b) and Federal Rule of Bankruptcy Procedure 2016. All payments to Propel will be made payable to Howard Marc Spector for the benefit of Propel at 12770 Coit Road, Suite 1100, Dallas, Texas. The balance of the sale proceeds will be retained in the Debtor's DIP account pending further order of the Court regarding distribution of such sale proceeds. Notwithstanding Fed.R.Bank.P. 6004(h), there will be no 14-day delay in the effectiveness of the Order of Sale. Counsel for Debtor: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 E-mail: joyce@joycelindauer.com Counsel for Propel: Howard Marc Spector, Esq. SPECTOR & JOHNSON, PLLC 12770 Coit Road, Suite 1100 Dallas, TX 75251 Telephone: (214) 365-5377 Facsimile: (214) 237-3380 (fax) E-mail: hspector@spectorjohnson.com Michael Daniel Robinson sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 17-30264) on Jan. 20, 2017. The Debtor tapped Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC as counsel. MICHAEL ROBINSON: Sale of Irving Property Approved -------------------------------------------------- Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized Michael Daniel Robinson's sale of real property located at 315 Lincolnshire Court, Irving, Texas. The sale is free and clear of all liens, claims, and encumbrances. The reasonable and necessary closing costs will be paid at closing along with the real estate broker's commission. Outstanding ad valorem property taxes owed for tax year 2016 and all prior years will be paid to Dallas County at closing with interest that has accrued from the petition date through the date of payment at the state statutory rate of 1% per month. Outstanding ad valorem property taxes for tax year 2016 and all prior years will be paid to Irving ISD at closing with interest that has accrued from the petition date through the date of payment at the state statutory rate of 1% per month. Notwithstanding anything to the contrary, the liens securing payment of the 2017 ad valorem property taxes will remain attached to the property to secure payment of all ad valorem property taxes assessed on the property and any penalties and interest that may accrue thereon, which will become the responsibility of the purchaser. The balance of the sale proceeds will be retained in the Debtor's DIP account pending further order of the Court regarding distribution of such sale proceeds. There will be no 14-day delay in the effectiveness of the Order of Sale. Michael Daniel Robinson sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 17-30264) on Jan. 20, 2017. The Debtor tapped Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, as counsel. MIDCONTINENT COMMUNICATIONS: S&P Cuts Unsecured Debt Rating to 'B' ------------------------------------------------------------------ S&P Global Ratings lowered its issue-level rating on Minneapolis-based incumbent cable provider Midcontinent Communications' unsecured debt to 'B' from 'B+' and revised the recovery rating to '6' from '5' following the company's proposed $100 million add-on to its term loan B due in 2023, $100 million add-on to its 6.875% unsecured notes due in 2023, and $50 million upsize to its revolving credit facility due in 2022. S&P said, "The '6' recovery rating indicates our expectation of negligible (0%-10%; rounded estimate: 0%) recovery for unsecured lenders in the event of a payment default. We expect the company to use the $200 million proceeds from the upsized term loan and 6.875% notes as well as $50 million of revolver borrowings to fully repay the $250 million balance on its 6.25% unsecured notes due in 2021. "In addition, we affirmed the 'BB+' issue-level and '1' recovery ratings following the proposed changes to the capital structure. The '1' recovery rating indicates our expectation of very high (90%-100%; rounded estimate: 95%) recovery for secured lenders in the event of a payment default. Although the increase in secured debt materially reduces the amount of collateral available to unsecured lenders, we expect that recovery for secured creditors will remain above 90%. "Our 'BB-' corporate credit rating and stable outlook on Midcontinent are unaffected because we continue to expect leverage to be in the mid-4x area for 2017." RECOVERY ANALYSIS Key analytical factors: -- S&P's simulated default scenario contemplates a default in 2021, due to intense competitive pressures from direct-to-home (DTH) satellite providers, cable overbuilders, and incumbent telephone company CenturyLink Inc. -- S&P has valued the company on a going-concern basis using a 6x multiple. -- The 6.0x valuation multiple is in the middle of the 5x-7x range S&P typically ascribe to telecom companies, but in line with other small incumbent cable operators. Simulated default and valuation assumptions: Simulated year of default: 2021 EBITDA at emergence: $115 million EBITDA multiple: 6x Simplified waterfall: Net enterprise value (after 5% administrative costs): $658 million Valuation split in % (obligors/nonobligors): 100/0 Collateral value available to secured creditors: $658 million Secured first-lien debt claims: $643 million --Recovery expectations: 90%-100%; rounded estimate: 95% Collateral value available to unsecured creditors: $15 million Senior unsecured and pari-passu debt claims: $543 million --Recovery expectations: 0%-10%; rounded estimate: 0% Ratings List Midcontinent Communications Corporate Credit Rating BB-/Stable Ratings Affirmed Midcontinent Communications Senior Secured BB+ Recovery Rating 1(95%) Downgraded/Recovery Rating Revised To From Midcontinent Communications Midcontinent Finance Corp. Senior Unsecured B B+ Recovery Rating 6(0%) 5(20%) MOORINGS REGENCY: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 cases of Moorings Regency, LLC, Griffin Regency, LLC, and NJO Regency, LLC, as of July 13, according to a court docket. About Moorings Regency Moorings Regency, LLC, Griffin Regency, LLC, and NJO Regency, LLC, are single asset real estate debtors that continue to operate as debtors-in-possession. The Debtors filed Chapter 11 petitions (Bankr. M.D. Fla. Case Nos. 17-04920, 17-04921 and 17-04922, respectively) on June 6, 2017. Barry Spencer, managing member of Moorings Regency, signed the petitions. The cases are jointly administered. At the time of the filing, both Moorings Regency and Griffin Regency estimated their assets and liabilities at $10 million to $50 million. Johnson, Pope, Bokor, Ruppel & Burns, LLP, is the Debtors' legal counsel. MT. OLIVE BAPTIST: Case Summary & 11 Unsecured Creditors -------------------------------------------------------- Debtor: Mt. Olive Baptist Church, Inc. 5277 N. 36th St. Milwaukee, WI 53209 Business Description: The Debtor owns a Baptist church in Milwaukee, Wisconsin. It is a small business Debtor as defined in 11 U.S.C. Section 101(51D). Chapter 11 Petition Date: July 14, 2017 Case No.: 17-26930 Court: United States Bankruptcy Court Eastern District of Wisconsin (Milwaukee) Judge: Hon. Michael G. Halfenger Debtor's Counsel: David J. Espin, Esq. PETRIE & PETTIT 250 E. Wisconsin Ave., Suite 1000 Milwaukee, WI 53202 Tel: 414-276-2850 E-mail: despin@petriepettit.com Total Assets: $584,548 as of March 31, 2017 Total Liabilities: $1.12 million as of March 31, 2017 The petition was signed by Nita F. Farrow, leader of trustee ministry. The Debtor's list of 11 unsecured creditors is available for free at http://bankrupt.com/misc/wieb17-26930.pdf MUNCIE INDIANA: Aug. 8 Online Auction of Red Carpet Assets OK'd --------------------------------------------------------------- Judge James M. Carr of the U.S. Bankruptcy Court for the Southern District of Indiana authorized Muncie Indiana Properties, LLC, doing business as Red Carpet Inn and Suites, to sell at an online auction all of the Red Carpet personal and related real estate assets located at 3400 S. Madison St., in Muncie, Delaware County, Indiana, to be conducted by Hilco Real Estate, LLC. The online auction will open at 10:00 a.m. and will close at 5:00 p.m. (EST) on Aug. 8, 2017. The Assets will be sold free and clear of all liens, claims, interests, and encumbrances. ReadyCap or any other holder of an allowed claim has the right to credit bid at the sale provided that such bidder pays the administrative fees due Hilco under the Bid Procedures. The proceeds of sale are to be distributed in accordance with priority of liens, first to Hilco for approved sale expense and commissions, next to the Delaware County Treasurer to satisfy the property taxes due and owing on the real property included among the Assets, next to the Delaware County Treasurer to satisfy the sewer liens due and owing on the real property included among the Assets, next to ReadyCap up to the actual balance outstanding from the Debtor to ReadyCap at the time of the payment, next to Quality Construction Pro, LLC, and the balance to the Debtor's counsel to be held in a lawyer's trust account for proper application in the administration of the bankruptcy case as authorized by further order of the Court. In the event there are not sufficient net proceeds from the sale to pay Hilco's expenses, the Debtor may surcharge each secured creditor a pro rata portion of those expenses based on the value of each item of collateral sold. The Court directed the Debtor or Hilco to file the report of sale pursuant to Fed. R. Bankr. P. 6004(f)(1) within 14 days after the closing. A copy of the Court-approved Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Muncie_Indiana_44_Order.pdf About Muncie Indiana Headquartered in Muncie, Indiana, Muncie Indiana Properties, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 17-00567) on Feb. 3, 2017, estimating its assets and liabilities at between $500,001 and $1 million. Eric C. Redman, Esq., at Redman Ludwig PC serves as the Debtor's bankruptcy counsel. The petition was signed by Dayakar Dasi Reddy, Owner/Manager. NATIONAL TRUCK: Selling Used Trucks to Upgrade Truck Fleet ---------------------------------------------------------- National Truck Funding, LLC, asks the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize the sale of used trucks at their minimum sale price. The Debtors are the owners of certain assets, namely trucks ("Used Truck Assets"). A regular part of NTG's business model is to update its fleet periodically by selling used trucks. The Debtor believes this practice of periodically selling off used trucks to allow it to upgrade its fleet falls within ordinary course operations; however, out of an abundance of caution, the Debtor wishes to keep the Court abreast of its daily operations and asks a "comfort" Order from the Court authorizing it to continue to sell its used trucks periodically. Upon information and belief, certain creditors may claim a security interest in each Used Truck Assets. A list of the Used Truck Assets, the creditor asserting a security interest on that truck, and an estimated Minimum Sale Price indicating a the minimum potential sale price that the Debtor estimates based on experience at recent auctions that it will be able to obtain from the sale of each Used Truck Asset, attached to the Motion is available for free at: http://bankrupt.com/misc/National_Truck_82_Sales.pdf The Debtors maintain that, if it is required to return to the Court to ask permission each time it desires to sell a Used Truck Assets and must give the full 21 days' notice to the creditor claiming a security interest on the particular Used Truck Asset; its daily operations would be severely hamstrung and irreparably harmed. Therefore, the Debtor asks an Omnibus Order allowing them to sell, using its best efforts and business judgment, each Used Truck Asset at the Minimum Sale Price. The Debtor proposes to use best efforts to sell each Used Truck Asset after providing five days' notice to all Notice Parties. Alternatively, at the Debtor's discretion, the Used Truck Asset may be either placed in its rental truck program if a renter can be located or returned to the creditor claiming a security interest in a particular Used Truck Asset. The Debtor will remit to the creditor claiming a security interest in the particular Used Truck Asset the proceeds of the sale, except that, in the event the claimed security interest is paid in full by the proceeds from the sale of the Used Truck Asset, it will retain any excess proceeds above the amount of the claimed security interest. The Debtor has no further use for these Used Truck Assets and they constitute a burden to the estate insofar as they require maintenance and the Debtor must maintain insurance on the vehicles. Further, the failure to sell its used truck fleet prohibits it from upgrading its truck fleet in order to remain competitive in the truck industry. Therefore, the proposed sale of the Used Truck Assets is in the best interest of the Debtor and its creditors. Proposed Counsel for Debtor: Stewart F. Peck, Esq. Christopher Caplinger, Esq. Meredith S. Grabill, Esq. James W. Thurman, Esq. LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Telephone: (504) 568-1990 Facsimile: (504) 310-9195 E-mail: speck@lawla.com ccaplinger@lawla.com mgrabill@lawla.com jthurman@lawla.com - and - William P. Wessler, Esq. WESSLER LAW FIRM 1624 24th Avenue Gulfport, MS 39501 Telephone: (228) 863-3686 Facsimile: (228) 863-7877 E-mail: wwessler@cableone.net About National Truck Funding LLC Headquartered in Gulfport, Mississippi, National Truck Funding, LLC -- http://nationaltruckfunding.com-- retails and rents trucks. It operates as a subsidiary of American Truck Group, LLC -- http://americantruckgroup.com. National Truck and American Truck sought Chapter 11 protection (Bankr. S.D. Miss. Case Nos. 17-51243 and 17-51244) on June 25, 2017. The petitions were signed by Louis J. Normand, Jr., manager. Judge Katharine M. Samson presides over the case. National Truck estimated its assets and liabilities at $10 million to $50 million. American Truck estimated its assets and liabilities at $1 million to $10 million. NETWORK SERVICES: Wants Exclusive Plan Filing Extended to Nov. 15 ----------------------------------------------------------------- Network Services Solutions LLC asks the U.S. Bankruptcy Court for the District of Nevada to extend the exclusivity periods for the Debtor to file a plan of reorganization to Nov. 15, 2017, and obtain confirmation of that plan to 60 days following Nov. 15. A hearing to consider the Debtors' request will be held on Aug. 22, 2017, at 2:00 p.m. NSS believes it will be able to propose a viable plan; however, as noted, it is necessary to pursue various administrative and appeal avenues before it will be in a position to develop projections necessary for a plan. Under Section 1121(b), only a debtor may file a plan during the 120-day period after the order for relief. The NSS case is large and complex. NSS contends that it is owed in excess of $10 million by USAC and the FCC asserts that NSS owes in excess of $21 million. These are somewhat related, but separate processes and it is critical to NSS's ability to repay creditors that these issues be resolved favorably. NSS has little to no control over the time USAC takes to approve or deny its appeals, hence the FOIA request for the 5000+ documents. NSS contends, in its response to the second NAL, that its maximum exposure in the NAL action is limited to $34,936 in terms of a fine imposed by the FCC, primarily attributed to the statute of limitations. The Debtor is in full compliance with its reporting requirements, and is current on all tax obligations. It is in negotiations to sell its office building located at 3700 Barron Way in Reno. NSS has applied for and received authority to pay up to $20,000 to the FCC for costs associated with a document request under the Freedom of Information Act. NSS is actively pursuing collection of accounts receivable and has actively pursued over 300 appeals of initial denials of payment requested from USAC. NSS has been remitting payment to its creditors as cash flow comes in the door and has been keeping all operational, employee related expenses and professional expenses paid current. NSS does have outstanding carrier post-petition debts that it is catching up on but has been encountering carriers that are still invoicing for both pre- and post-petition debt obligations even though the customer has transferred or disconnected services (circuits). NSS is in the process of analyzing all carrier bulk invoices to determine whether circuits have been transferred or disconnected so that NSS can ascertain the correct post-petition debt obligations. NSS' accounts payable is overstated due to continuous carrier invoices for customers/circuits that have been transferred or disconnected along with assessed financing and late fees which NSS is handling as pre-petition debt obligations. In pursuing its appeals process with both the FCC and with USAC, NSS is taking the steps it believes are necessary and appropriate to be in a position to propose a viable plan of reorganization. The timeline for the filing of papers in the FCC matters: Nov. 4, 2016 -- FCC issues Notice of Apparent Liability Nov. 29, 2016 -- NSS files petition for reconsideration of NAL Jan. 3, 2017 -- NSS files response to NAL June 7, 2017 -- FCC issues "amended" NAL July 7, 2017 -- NSS files petition for reconsideration and response to amended NAL NSS has been, and continues to be, diligent in addressing the FCC matters. About Network Services Solutions Network Services Solutions is a Reno, Nevada-based reseller of telecommunications services. In November 2016, the Federal Communications Commission said it plans to fine Network Services Solutions and its chief executive, Scott Madison, $21,691,499 for apparent violations involving the Universal Service Fund Rural Health Care Program and wire fraud. The company is charged with violating the program's competitive bidding rules, using forged and false documents to seek funding from the program, and violating the federal wire fraud statute. The alleged violations at issue occurred throughout the country, but were concentrated in the southeastern United States, according to the FCC. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-50309) on March 20, 2017. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. The petition was signed by Scott Madison, managing member. The case is assigned to Judge Bruce T. Beesley. Jeffrey L Hartman, Esq., at Hartman & Hartman, serves as the Debtor's Chapter 11 counsel. Crosspoint Leasing & Financial Services, Inc. serves as the Debtor's financial advisor; and Robison, Belaustegui, Sharp & Low, and Lukas, LaFuria, Gutierrez & Sachs serves as special counsel. NEW CAL-NEVA: Unsecs. to Recoup 100% Under Ladera Liquidation Plan ------------------------------------------------------------------ Secured creditor Ladera Development, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada a disclosure statement dated July 5, 2017, referring to the plan of liquidation for New Cal-Neva Lodge, LLC. A hearing to consider the approval of the Disclosure Statement is set for July 25, 2017, at 1:00 p.m. Class 11 General Unsecured Claims are impaired by the Plan. Allowed claims will be paid pro rata, until paid in full without interest, from 100% of proceeds from litigation trust, if any, and any sale proceeds, if any, after payment in full of allowed claims in Classes 1 through 6 and Classes 8 through 10. Under this Plan, Rand Cal-Neva, LLC, will be the stalking horse purchaser for a sale of substantially all of New Cal-Neva's assets for a cash purchase price of $28.2 million, an interest from Rand CN to Ladera or its designee valued at $5.5 million, and a cash payment of an additional sum of $1.8 million for other payments provided for by the Plan. Rand Cal-Neva, LLC, made a $2 million non-refundable deposit into escrow on July 3, 2017, subject to the terms and conditions of the Asset Purchase Agreement, including the conditions that the deposit will be returned to Rand CN if the Court does not approve the sale to Rand Cal-Neva, LLC, the stalking horse purchaser, or the Debtor does not timely Close escrow delivering title to the Purchased Assets free and clear of liens, claims or interests as provided in the proposed Asset Purchase Agreement. Rand CN's members are Warren De Haan, Jeff Pickett or his designee, Ladera or its designee, and an additional investor. Rand CN has provided evidence to satisfy Ladera that Rand CN's principals have immediate cash on hand, and commitment to fund, to meet the requirements of the sale. The sale will be subject to overbidding by qualified bidders at the Confirmation Hearing. On the Effective Date, the net proceeds from the Cash Purchase Price from the sale to Rand CN or the successful overbidder will be used to pay lienholders in order of priority of their liens, as follows: (a) pay Secured Real Property Tax Claims in full on the Effective Date; (b) establish a Lien Litigation Reserve in the amount of all mechanic's lien claims which are the subject of the pending lien priority dispute in the Lien Litigation pending as consolidated Adversary Proceeding No. 16-05036-gwz, with the funds in the reserve to be distributed based upon the order of lienholder priority determined after resolution of that proceeding; and (c) pay the remainder of the sale proceeds to Hall up to the full amount of its allowed secured claim. Unless there is overbidding, the sale proceeds will not be sufficient to pay all allowed secured claims in full. In the event that the sale is to a successful overbidder and Hall's allowed secured claim is fully satisfied, any remaining sale proceeds will be paid to Ladera up to the full amount of its allowed secured claim. If there are sufficient sale proceeds to pay all secured claims in full, then all allowed secured claims will be paid on the Effective Date and the remaining sale proceeds will be used to pay any unpaid administrative, priority and general unsecured claims in accordance with the Bankruptcy Code Distribution Priorities. The Plan Payment will be used to pay (a) unsecured priority tax claims, (b) priority nontax claims, (c) general administrative expense claims, (d) allowed professional fees estimated to be not more than $1,000,000 as of the Effective Date, (e) defaults on the allowed secured claim of Capital One (estimated at $500,000), and (f) unsecured convenience claims (claims less than $750) in full in cash on the Effective Date as well as $50,000 to establish a Litigation Trust and $80,000 as a reserve for a Plan Administrator and for post-Effective Date U.S Trustee Fees. The Litigation Trustee will be authorized to prosecute all Trust Causes of Action assigned to the Litigation Trust for the benefit of General Unsecured Claims, with any residual paid to Cal Neva on account of its Interest in New Cal-Neva. Ladera has not conducted an investigation or analysis of the merits or value of any Trust Causes of Action. Therefore, the Litigation Trustee may determine that there are no Trust Causes of Action that will be prosecuted and may determine that the Trust Causes of Action have no value. Cal Neva will retain its equity interests in New Cal-Neva under the Plan and will receive any sale proceeds after all senior creditors are paid and, if needed, will be a subordinated beneficiary of the Litigation Trust to be established by the Plan. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nvb16-51282-690.pdf About New Cal-Neva Lodge New Cal-Neva Lodge, LLC, based in Saint Helena, California, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July 28, 2016. In its petition, New Cal-Neva estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. The petition was signed by Robert Radovan, president and secretary. Judge Thomas E. Carlson presides over the case. Keller & Benvenutti LLP serves as bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Sept. 13, 2016. The committee hired Pachulski Stang Ziehl & Jones LLP, as legal counsel; Province, Inc., as financial advisor; and Fennemore Craig P.C. as Nevada counsel. New Cal-Neva filed a Chapter 11 plan of reorganization for the company and its parent Cal Neva Lodge, LLC. On Jan. 6, 2017, Leslie P. Busick and several other creditors proposed a Chapter 11 plan of reorganization for New Cal-Neva. The group is represented by the Law Offices of Alan R. Smith. On March 21, 2017, Ladera Development, LLC, filed a Chapter 11 plan of reorganization for New Cal-Neva and its parent. NORTH BEACHES: Can Enter into Paradise Valley Lease Agreement ------------------------------------------------------------- Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida authorized North Beaches Pharmacy, Inc. to enter into the lease agreement with Paradise Valley Enterprises, LLC for the real property located in Duval County, Florida. A hearing on the Motion was held on July 3, 2017. About North Beaches Pharmacy North Beaches Pharmacy, Inc., filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 16-03618) on Sept. 28, 2016. The Hon. Jerry A. Funk presides over the case. The Debtor is represented by The Law Offices of Jason A. Burgess, LLC. OAKS OF PRAIRIE: May Use ISB Cash Collateral Through July 31 ------------------------------------------------------------ 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 July 1, 2017, through July 31, 2017. A status hearing on the Debtor's request to use cash collateral will be held on July 26, 2017, at 10:30 a.m. The Debtor will pay the Lender the sum of $10,729 by July 15, 2017. The payments will be made from the Debtor's reserve account at the Lender, to be credited to Debtor's loan. During the duration of the 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 order of the Court. Additionally, once each week during the duration of the 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 Debtor's continued interim use of cash collateral, Lender is granted adequate protection for its purported secured interests. The Lender will be granted a valid and perfected, enforceable security interest in and to the Debtor's postpetition accounts, assessments and other receivables which are now or hereafter become property of the estate to the extent and priority of its alleged prepetition liens, if valid, but only to the extent of any diminution in the value of such assets during the period from the commencement of the case through July 31, 2017. A copy of the Interim Order is available at: http://bankrupt.com/misc/ilnb16-80238-163.pdf As reported by the Troubled Company Reporter on June 7, 2017, the Court previously authorized the Debtor to use cash collateral of Illinois State Bank on an interim basis, during the period June 1, 2017, through June 30, 2017. 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: Sale of All Assets to Navicent Approved -------------------------------------------------------- Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle District of Georgia authorized the sale by Oconee Regional Health Systems, Inc., and its affiliates of substantially all their assets outside the ordinary course of business to Navicent Health, Inc., or its Designee. The auction was held on June 29, 2017, and the Sale Hearing on June 30, 2017. The sale is free and clear of all Liens. The sale proceeds will be paid to the Bond Trustee subject to the rights reserved by the Official Committee of Unsecured Creditors, as well as the Committee's investigation and challenge rights under the Final DIP Order. To the extent the Committee's investigation and lien challenge rights result in the successful challenge of any liens of U.S. Bank, as Indenture Trustee for the various series of pre- and post-petition bonds, any impacted sale proceeds will be returned to the Debtors' bankruptcy estates. Subject to the terms of the Agreement and the occurrence of the Closing Date, the assumption by the Debtors of the Assigned Contracts and the sale and assignment of those Assigned Contracts to the Purchaser are authorized and approved. By no later than Aug. 4, 2017, Navicent will provide the Sellers with a final list of Assigned Contracts to be assumed by the Debtors and assigned to Navicent in connection with the sale of the Purchased Assets, with the exception of the Omitted Contracts. Pursuant to Sections 365(b)(1)(A) and (B) of the Bankruptcy Code, the Debtors will promptly pay at Closing to the non-debtor parties to any Assigned Contracts the requisite Cure Costs. As additional consideration for the sale, the Purchaser has agreed to release all claims against the Baldwin County Hospital Authority, the Debtors and their bankruptcy estates, and any other obligors or guarantors thereunder which arise from (i) the Subordinate Secured Promissory Note between certain of the Debtors or their affiliates and Purchaser dated March 21, 2016 in the principal amount of $100,000; or (ii) the Subordinate Unsecured Promissory Note between certain of the Debtors or their affiliates and Purchaser dated March 21, 2016 in the principal amount of $150,000. 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. Lead Case 17-51005) 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., at Bryan Cave LLP. The Debtors hired James-Bates-Brannan-Groover-LLP as special counsel; Houlihan Lokey as investment banker; and Garden City Group, LLC as noticing agent. On May 16, 2017, the Office of the U.S. Trsutee appointed an official committee of unsecured creditors. Greenberg Traurig, LLP is the committee's bankruptcy counsel. OHIO VALLEY HOSP: Moody's Lowers $24MM Debt Rating to Caa1 ---------------------------------------------------------- Moody's Investors Service downgrades Ohio Valley General Hospital's (OVGH) (PA) rating to Caa1 from B2, affecting approximately $24 million of outstanding debt. The outlook is negative. The downgrade to Caa1 reflects a decline in liquidity, continued cashflow losses and risks of meeting financial covenants and debt acceleration. As operating cash flow remains negative, the system continues to be heavily dependent on investment income, which is volatile given high exposure to equities, to meet financial covenants and support operations. Absolute liquidity, although adequate to pay bonds in the event of default, continues to decline and maximum annual debt service coverage has further weakened. Moreover, competition in the service area has increased with major consolidation driving volume declines. Rating Outlook The negative outlook reflects expected further liquidity decline given negative operating cashflow, limited covenant headroom and debt acceleration risk. Factors that Could Lead to an Upgrade A strong affiliation or merger with a larger system Multi-year trend of materially improved operating cash flow Improved leverage metrncs Factors that Could Lead to a Downgrade Failure to meet covenants or a further reduction in headroom to covenants Continued weakening of operating performance and declines in liquidity Legal Security Payments of principal and interest on the Series 2005 Bonds and Series 2003 Bonds are secured by the gross revenues of the Obligated Group together with a lien on, and security interest in, substantially all property and equipment. The Obligated Group consists of the Hospital including The Residence at Willow Lane, The Residence at Willow Heights, Willow Brook, and Pathways. The Series 2011 Bond is secured by substantially all assets of The Residence at Willow Lane and The Residence at Willow Heights, first priority interest shared with existing bondholders of the revenues of the obligated group, and an assignment of leases and rents of each The Residence at Willow Lane and The Residence at Willow Heights. Use of Proceeds. Not applicable. Obligor Profile OVGH is a private, standalone, community hospital in Kennedy Township, Pennsylvania, serving Pittsburgh's western suburbs. The system is comprised of an 126-bed acute care hospital, two senior living facilities, a School of Nursing, a School of Radiography and various outpatient facilities. Methodology The principal methodology used in this rating was Not-For-Profit Healthcare Rating Methodology published in November 2015. OLMOS EQUIPMENT: Timms Buying San Antonio Property for $200K ------------------------------------------------------------ Olmos Equipment, Inc., asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the Commercial Contract - Unimproved Property with Charles A. Timms, Jr., in connection with the sale of real property located at located at 12545 Fischer Road, San Antonio, Bexar County, Texas, for $200,000. On May 1, 2017, the Court entered the Confirmation Order confirming the Debtor' First Amended Plan of Reorganization, as Modified, which confirmed its First Amended Plan of Reorganization with the modifications. Olmos is liquidating its assets pursuant to the provisions of the Plan and is not required to get further Court approval to do so. However, because of the need to obtain the Internal Revenue's consent to the proposed sale contemplated, it asks Court approval of the sale with notice and opportunity for hearing being provided to the Texas Workforce Commission and the IRS, the lienholders asserting liens on Olmos' real property. Pursuant to the terms of the Plan, Olmos employed Colglazier Properties as its real estate broker to liquidate all of its real estate, including the Real Property. Colglazier has offered the Real Property for sale to multiple parties over the last three to four months. After conferring with prospective buyers and considering the condition of the Real Property, Olmos determined that the offer by Timms was the best offer for the Real Property. The salient terms of the Contract are: a. Buyer: Charles A. Timms, Jr. b. Seller: Olmos Equipment, Inc. c. Property: 12545 Fischer Road, San Antonio, Bexar County, Texas d. Purchase Price: $200,000 e. Terms: The Property is being sold to the Buyer on an "as is, where is" basis, and free and clear of all liens, claims, interests and encumbrances. In with such "as is, where is" condition, Olmos notes that a portion of the Real Property is located on a former City of San Antonio/Bexar County, Texas landfill and that the Real Property has 5-6 oil and gas wells, which are the subject of an oil and gas lease that may not be in effect at this time. f. Closing: July 31, 2017 A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Olmos_Equipment_271_Sales.pdf Olmos believes that the sale of the Real Property as requested provides a significantly greater realization of funds for the Real Property than the liquidation value that would be obtained if the Real Property were not sold expeditiously, as interest on the lienholders' secured claims continues to accrue on a daily basis. Thus, a sale of Real Property is appropriate as such transaction will represent the exercise of sound business judgment on the part of Olmos. Because Timms and Olmos would like to consummate the sale on July 31, 2017 and because interest on the secured creditors' claims continues to accrue daily, Olmos asks an expedited approval of the sale. It has previously notified all of the secured creditors' counsel of the proposed sale and has, simultaneously served the Motion on the Office of the United States Trustee, all parties identified on the limited service list maintained in this case and the creditors asserting a lien on the Real Property. The counsel for the IRS consents to the expedited consideration of the Motion. Because of the need to close the transactions contemplated as promptly as possible, Olmos asks that the Court orders and directs that the Order approving the Motion will not be automatically stayed for 14 days. The Purchaser can be reached at: Charles A. Timms, Jr. 12685 Somerset Road Von Ormy, TX 78073 Telephone: (210) 623-1229 E-mail: timmstrucking1@yahoo.com The Broker can be reached at: John K. Durbin COLGLAZIER PROPERTIES, INC. 1000 E. Basse Road, Ste. 100 San Antonio, TX 78209 Telephone: (210) 821-5644 x 103 E-mail: jdurbin@colglazier.com About Olmos Equipment Olmos Equipment Inc. filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-51834) on Aug. 12, 2016. The petition was signed by Larry Struthoff, president. The Debtor estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million at the time of the filing. The case is assigned to Judge Craig A. Gargotta. The Debtor is represented by William B. Kingman, Esq., at the Law Offices of William B. Kingman, PC. U.S. Bankruptcy Judge Craig A. Gargotta entered an order approving the appointment of Randolph N. Osherow as Chapter 11 Examiner for the Debtor. On May 1, 2017, the Court confirmed the Debtor's First Amended Plan of Reorganization, as Modified. OPT CO: Hires Strategic Points as Accountant -------------------------------------------- Opt Co, et al., seek authority from the U.S. Bankruptcy Court for the District of Arizona to employ Strategic Points Tax Solutions, PLLC, as accountant to the Debtor. Opt Co requires Strategic Points to: a. provide bookkeeping services; b. assist in the preparation of the Debtors' Federal and State Business tax returns; and c. assist in the preparation of operating reports. Strategic Points will be paid $450-$1,000 per tax returns. The Firm will be paid an hourly rate of $150 per hour. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Linda Dickerman, partner of Strategic Points Tax Solutions, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Strategic Points can be reached at: Linda Dickerman STRATEGIC POINTS TAX SOLUTIONS, PLLC 16416 N. 92nd Street, Suite 100 Scottsdale, AZ 85260 Tel: (480) 718-5563 Fax: (480) 993-0339 E-mail: linda@strategicpointstax.com About Opt Co Opt Co. operates as a painting contractor. It offers exterior, interior, custom homes, garage epoxy, and fences painting and coating services. It serves industrial, commercial, and residential customers in the State of New York. Most of the principal assets of Opt Co. and its affiliates are located at 5136 S. Desert View Apache Junction, Arizona. Opt Co. and eight of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 17-06091 to 17-06098, and 17-06100) on May 31, 2017. Joseph Cook, personal representative of estate of Allan Kauffman, signed the petitions. Debtors Opt Co, 4K Builders, Inc., Blu Enterprises, Inc., Vintage Millworks, Inc., Southwest Renewable Resources, LLC, Optco Residential Painting, LLC, Arizona Natural Resources Products, LLC, and Arizona Steel Finishing, LLC, each listed under $50,000 in assets and $1 million to $10 million in liabilities. Debtor 4K Properties, Ltd listed under $50,000 in assets and $10 million to $50 million in liabilities. Judge Brenda Moody Whinery presides over the cases. The Debtors hired Davis Miles McGuire Gardner, PLLC, as counsel. PACE DIVERSIFIED: Hires Walsworth WFBM as Special Counsel --------------------------------------------------------- Pace Diversified Corporation, seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Walsworth WFBM, LLP, as special counsel to the Debtor. Pace Diversified requires Walsworth WFBM to represent and provide legal services to the Debtor in the following cases: a. Macpherson Oil Company, et al. vs. Pace Diversified Corporation, Kern County Superior Court Case No. S1500-CV- 274945-DRL; b. Pace Diversified Corporation, a California Corporation vs. National Petroleum Associates, a California Limited Partnership; Macpherson Oil Company, a California Corporation, and DOES 1 through 50 inclusive, Kern County Superior Court Case No. S1500-CV-279640-SPC; and c. Pace Diversified Corporation, a California Corporation vs. Macpherson Oil Company, a California Corporation, and DOES 1 through 100. Walsworth WFBM will be paid at these hourly rates: Partners $250 Associates $200 Paralegals $110 On the bankruptcy filing date, the pre-petition account receivable owed to Walsworth WFBM by the Debtor was $435,000. Walsworth WFBM will be paid a retainer in the amount of $10,000. Walsworth WFBM will also be reimbursed for reasonable out-of-pocket expenses incurred. Rudy R. Perrino, member of Walsworth WFBM, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Walsworth WFBM can be reached at: Rudy R. Perrino, Esq. WALSWORTH WFBM, LLP 707 Wilshire Boulevard, Suite 3280 Tel: (213) 489-4820 Fax: (213) 489-4015 About Pace Diversified Corporation Pace Diversified Corporation was incorporated in 2001 by its owners Dwayne and Patricia Roach. Pace is engaged in the production and distribution of oil and gas. The Company was founded in 2000 and is based in Bakersfield, California. Pace Diversified filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-11028) on March 23, 2017. The petition was signed by Dwayne Roach, President. The case is assigned to Judge Rene Lastreto II. The Debtor is represented by T. Scott Belden, Esq. at Belden Blaine Raytis, LLP. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $1 million to $10 million in estimated liabilities. PALISADES PARK: August 8 Disclosure Statement Hearing ----------------------------------------------------- Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey will convene a hearing on August 8, 2017, at 2:30 p.m., to consider the adequacy of the disclosure statement filed by Palisades Park Plaza LLC. Written objections to the adequacy of the Disclosure Statement shall be filed no later than 14 days prior to the hearing. About Palisades Park Palisades Park Plaza LLC sought protection under Chapter 11 of the Bankruptcy Code in the District of New Jersey (Newark) (Case No. 15-32649) on December 1, 2015. The petition was signed by Chang Dong Kim, president. The case is assigned to Judge Stacey L. Meisel. The Debtor is represented by John W. Sywilok LLC. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. PANDA TEMPLE: Wants Exclusive Plan Filing Period Moved to Nov. 13 ----------------------------------------------------------------- Panda Temple Power, LLC, and Panda Temple Power Intermediate Holdings II, LLC, ask the U.S. Bankruptcy Court for the District of Delaware to extend the Debtors' exclusive periods to file a Chapter 11 plan of reorganization and to solicit acceptances of the plan each by 90 days to Nov. 13, 2017, and Jan. 15, 2018, respectively. A hearing to consider the Debtors' request will be held on Aug. 8, 2017, at 10:00 a.m. (ET). Objections to the request must be filed by July 27 at 4:00 p.m. (ET). The Exclusive Filing Period is set to expire on Aug. 15, 2017, and the Exclusive Solicitation Period is set to expire on Oct. 16. On June 29, the Debtors filed their Joint Plan of Reorganization and the accompanying Disclosure Statement. On the same day, the Court approved the Disclosure Statement and procedures for soliciting votes on the Plan. The Plan has not yet been confirmed. Accordingly, the Debtors requested the extension of the Exclusivity Periods to provide sufficient time to obtain confirmation and, ultimately, consummation of the Plan without distraction from competing plans of reorganization that may be filed by third parties. Given the lack of alternatives and the fact that the vast majority of claims against the Debtors arise from the prepetition credit facility, the Debtors focused their efforts on negotiations with an ad hoc group of prepetition lenders, which culminated in the execution of that certain Restructuring Support Agreement, dated as of the Petition Date. After the Petition Date, the Debtors filed the Plan and Disclosure Statement with the support of the Prepetition Lenders. The Debtors believe that it is in the best interest of their estates and all parties in interest to pursue confirmation of the consensual Plan. The Debtors believe cause exists to grant the extension of the Exclusive Periods to ensure a successful emergence from bankruptcy without the distraction of competing, third-party Chapter 11 plans, because, among others, the Debtors' Chapter 11 cases are large in size and complex in nature. As of the Petition Date, the Debtors had approximately $398.7 million in principal outstanding under their Prepetition Credit Facility. In 2016, the Debtors' total revenue from energy sales was approximately $71.9 million. In addition, the Debtors operate in a complex industry and their business relationships create a complicated network of parties in interest. The Debtors operate a clean, natural gas-fueled, combined cycle electric generating facility in Temple, Texas, and are participants in the competitive wholesale electricity market operated by ERCOT. The Debtors are party to various long-term contracts for the purchase of natural gas and other major equipment necessary for the operation of the Temple I Facility. Because the Debtors do not retain their own employees, they are also party to various operating and management agreements with certain affiliates for the day-to-day operations of the Temple I Facility. The Debtors tell the Court that since the Petition Date, they have addressed several complex and contested issues, including but not limited to: a. Obtaining First Day Relief. The Debtors stabilized their business operations through various operational first day motions and orders. This allowed them to, among other things, pay certain critical vendors and continue using their cash management system; b. Obtaining Debtor-in-Possession Financing. The Debtors negotiated extensively with certain of the Prepetition Lenders regarding entry into the DIP Facility, and the Court entered interim and final orders approving the DIP Facility; and c. Filing, Amending, and Responding to Inquiries Regarding Schedules of Assets and Liabilities and Statements of Financial Affairs. The Debtors filed their schedules and statements after compiling information from books, records, and documents relating to claims, assets, and contracts of each Debtor and amended such schedules and statements as appropriate. The Debtors continue to make good faith progress towards confirmation of the Plan and emergence from Chapter 11. These good faith efforts and progress support an extension of the Exclusive Periods. The Debtors assure the Court that extension of the Exclusive Periods will not prejudice the legitimate interests of postpetition creditors because the Debtors continue to make timely payments on their undisputed postpetition obligations. As such, this factor weighs in favor of allowing the Debtors to extend the Exclusive Periods. About Panda Temple Panda Temple Power, LLC, and Panda Temple Power Intermediate Holdings II, LLC, filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10839) on April 17, 2017. Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I Generating Station, a clean, natural gas-fueled, 758-megawatt combined-cycle electric generating facility located in Temple, Texas. The Temple I Project utilizes advanced emissions-control technology, making it one of the cleanest natural gas-fueled power plants in the United States. Employing "quick start" turbines, which can achieve 50% power production in 10 minutes and a full baseload capacity in 30 minutes, the Temple I Project can supply the power needs of up to 750,000 homes. The Temple I Project was originally financed with approximately $377 million of secured debt and $375 million of equity. Approximately $100 million of the equity investment was provided by Panda Funds, with the remaining $275 million provided by third party co-investors. Construction of the Temple I Project began in July 2012 and commercial operations commenced in July 2014. In March 2015, the original secured debt was refinanced with approximately $400 million of secured debt under the Prepetition Credit Agreement. Panda Temple Power Intermediate Holdings II, LLC is a holding company with no assets other than its ownership interests in Temple I. In 2016, the Debtors' total revenue from energy sales was approximately $71.9 million and its EBITDA was $17.8 million. The cases are pending before the Honorable Laurie Selber Silverstein. The Debtors hired Richards, Layton & Finger, P.A., and Latham & Watkins LLP as legal counsel; Latham & Watkins LLP, Inc., as co-counsel; Ducera Partners LLC as financial advisor; and Prime Clerk LLC as claims and noticing agent and administrative advisor. No official committee of unsecured creditors has been appointed. PARAGON SHIPPING: Fails to Comply with OTC Markets Bid Price Rule ----------------------------------------------------------------- The OTC Markets delivered written notification to Paragon Shipping Inc. on May 23, 2017, indicating that because the bid price of the Company's common stock has closed below $0.01 per share for more than 30 consecutive calendar days, the Company no longer meets the Standards for Continued Eligibility for OTCQB as per OTCQB Standards, Section 2.3(2). Pursuant to Section 4.1 of the OTCQB Standards, the Company was granted a cure period of 90 calendar days during which the minimum closing bid price for the Company's common stock must be $0.01 or greater for ten consecutive trading days in order to continue trading on the OTCQB marketplace. If this requirement is not met by Aug. 21, 2017, the Company will be removed from the OTCQB marketplace. In addition, the OTC Markets noted that if the Company's closing bid price falls below $0.001 at any time for five consecutive trading days, the Company will be immediately removed from the OTCQB. The Company intends to monitor the closing bid price of its common stock between now and Aug. 21, 2017, and is considering its options in order to regain compliance with the OTCQB minimum bid price requirement. About Paragon Shipping Paragon Shipping -- http://www.paragonship.com/-- is an international shipping company incorporated under the laws of the Republic of the Marshall Islands with executive offices in Athens, Greece, specializing in the transportation of drybulk cargoes. Paragon Shipping's current newbuilding program consists of three Kamsarmax drybulk carriers that are scheduled to be delivered in the third and fourth quarters of 2016. The Company's common shares trade on the OTC Markets' OTCQB Venture Market under the symbol "PRGNF", and FINRA has designated its Senior Unsecured Notes as corporate bonds that are TRACE eligible under the symbol "PRGN4153414". Paragon Shipping reported net income of $23.79 million on $1.98 million of net revenue for the year ended Dec. 31, 2016, compared to a net loss of $268.7 million on $33.71 million of net revenue for the year ended in 2015. The Company's balance sheet at Dec. 31, 2016, showed total assets of $715,949, total liabilities of $19.30 million, and a stockholders' deficit of $18.58 million. Ernst & Young (Hellas) Certified Auditors-Accountants S.A. in Athens, Greece, notes that the Company disclosed that as of Dec. 31, 2016 it was not current with certain payments due in respect with the unsecured senior notes and it is probable that will be unable to meet scheduled interest payments. These conditions raise substantial doubt about its ability to continue as a going concern. PATRICK ADAMS: Jeanne Blanton Buying Health Property for $159K -------------------------------------------------------------- Patrick Taylor and Linda Ann Adams ask the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of their homestead at 115 Luther Lane, Heath, Rockwall County, Texas, to Jeanne Blanton for $159,000. The Property has a current fair market value of $1,159,000 based on a recent bona fide offer. It was scheduled as exempt pursuant to Tex.Prop.C. Section 41.001 and no objections were filed. The Property is encumbered by three legitimate liens: Rockwall County for $14,660, (Claim 13); Ocwen Loan Servicing for approximately $482,215 plus accrued interest (Claim 34); and the IRS for $140,066 (Claim 8). The Debtors propose to sell the Property to the Buyer. Their contract is for a higher sales price than the contract previously approved by the Court. The salient terms of the Contract are: a. Buyer: Jeanne Blanton b. Seller: Patrick Taylor and Linda Ann Adams c. Purchase Price: $159,000 d. Property: 115 Luther Lane, Heath, Rockwall County, Texas e. Deposit: $15,000 f. Condition: "As Is" g. Closing: July 3, 2017 or within seven days after objections made have been cured or waived. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Patrick_Adams_122_Sales.pdf From closing of the proposed sale, the Debtors would pay: (i) the realtors commissions and normal closing costs; (ii) any outstanding real property taxes; (iii) the balance due Ocwen Loan Servicing; (iv) a payment of $30,000 to Olson Nicoud for postconfirmation services; and (v) an amount necessary to pay the IRS outstanding post-petition 940/941 taxes and accrued IRS payments pursuant to the confirmed plan. The lien of the IRS pursuant to Claim 34 would attach to the remaining sale proceeds. The Debtors propose that any net proceeds after payment of the amounts described be deposited into the Olson Nicoud & Gueck IOLTA account subject to any lien of the IRS. The Purchaser can be reached at: Jeanne Blanton E-mail: mvjeanneb@aol.com About Patrick Taylor and Linda Ann Adams Patrick Taylor Adams and Linda Ann Adams operate a furniture business at 10202 Miller Road, Dallas, Texas 75238, known as Adams Office Furniture, a sole proprietorship. The Debtors undertook to own and operate a restaurant known as Allure, also as a sole proprietorship, and it was a financial disaster. The Debtors filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-35093) on Dec. 28, 2015. The Debtors are represented by Dennis Olson, Esq., at Oson Nicoud & Gueck, L.L.P. On Dec. 28, 2016 the Court confirmed the Debtors' Plan of Reorganization filed on Oct. 24, 2016. PEARL ALLEN: Hires Keller Williams as Real Estate Broker -------------------------------------------------------- Pearl Allen Ltd, seeks authority from the U.S. Bankruptcy Court for the Western District of New York to employ Keller Williams Realty Buffalo Northtowns, as real estate broker to the Debtor. Pearl Allen requires Keller Williams to assist the Debtor in consummating the sale of its property known as 691 West Avenue, Buffalo, New York 14213. Keller Williams will be paid a commission of 6% of the purchase price. Nicholas J. Giambra, member of Keller Williams Realty Buffalo Northtowns, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Keller Williams can be reached at: Nicholas J. Giambra KELLER WILLIAMS REALTY BUFFALO NORTHTOWNS 5500 Main Street, Suite 108 Williamsville, NY 14221 Tel: (716) 832-3300 About Pearl Allen Ltd Pearl Allen Ltd, based in Buffalo, NY, filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 15-12224) on October 16, 2015. Arthur G. Baumeister, Jr., Esq., at Amigone Sanchez & Mattrey LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated $1.03 million in assets and $674,959 in liabilities. The petition was signed by J. Anthony DiGiulio, vice president. PHILIP CANTWELL: $730K Sale of Huntington Beach Property Okayed --------------------------------------------------------------- Judge Erithe Smith of the U.S. Bankruptcy Court for the Central District of California authorized Philip Richard Cantwell, Jr.'s sale of residential real property located at 19682 Seawind Circle, Huntington Beach, California, to Donna Colbert, Trustee of The Colbert Family Trust of 1990 Dated Jan. 20, 1990, for $730,000. The sale is free and clear of all liens and interests. After payment of all liens, property taxes, commissions, escrow and title charges and other costs of sale, escrow will distribute the remaining funds to the Debtor to be deposited into his DIP account. In recognition of the need to effect a closing of the sale as quickly as possible, the Federal Rule of Bankruptcy Procedure 6004(h) is waived with regard to the sale of the Property and the sale may take place immediately upon entry of the Order, and in accordance with the express terms of the applicable Sale Agreement unless a party in interest obtains a stay pending appeal prior to the closing. Philip Richard Cantwell, Jr., sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-10032) on Jan. 5, 2017. The Law Offices of Michael G. Spector serves as counsel to the Debtor, with the engagement led by Michael G. Spector and Vicki L. Schennum. PLAIN LEASING: Court OKs Stipulation to Use BoH Cash Collateral --------------------------------------------------------------- Following a hearing on June 28, 2017, the Hon. Robert Kwan of the U.S. Bankruptcy Court for the Central District of California approved a stipulation authorizing Plain Leasing, Inc., to use cash collateral. Bank of Hope is entitled to adequate protection of its interests as set forth in the stipulation. As reported by the Troubled Company Reporter on June 5, 2017, the Debtor sought court permission to use of the Bank's cash collateral through July 31, 2017, pursuant to the terms of a stipulation with the Bank. About Plain Leasing Plain Leasing, Inc., in the business of renting out trucks and chassis, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 17-12539) on March 2, 2017, estimating under $1 million in both assets and liabilities. The Debtor's counsel is Joon M. Khang, Esq., at Khang & Khang LLP. PRATT WELL: Unsecureds to Get Nothing Under Plan ------------------------------------------------ Pratt Well Service, Inc., filed with the U.S. Bankruptcy Court for the District of Kansas a first amended disclosure statement dated July 5, 2017, referring to the Debtor's first amended plan of reorganization dated July 5, 2017. The Class 2 Claim of First National Bank is impaired by the Plan. FNB has inter-creditor agreement with Intrust (Class 1) under which both hold the same collateral, and divide payments. The stipulation for plan treatment applies to FNB, and FNB's treatment wil be the same as Intrust. The principal balance at confirmation is estimated at $249,000. FNB will retain its lien(s). Class 3 General Unsecured Claims are impaired by the Plan and the holders will not be paid. Class 4 Interest Holders are impaired by the Plan. The current shareholders will not retain stock. Payments and distributions under the Plan will be made from ongoing net income from the Debtor's oil and gas interests and the net income of Greenwood Resources, LLC. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/ksb16-11224-277.pdf About Pratt Well Service, Inc. Pratt Well Service, Inc., is an oil/gas servicing company formed in 1960. It provides service and repair work to leases and wells owned by third parties. It also owns a number of a number of oil and gas interests. It has further owned subsidiary entities, or precentage ownership in other entities. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Kan. Case No. 16-11224) on June 30, 2016. The petition was signed by Kenneth C. Gates, president. The case is assigned to Judge Robert E. Nugent. The Debtor is represented by J. Michael Morris, Esq., at Klenda Austerman LLC. The Debtor disclosed $7.47 million in assets and $4.94 million in liabilities. QUICK CARS: Wants to Access Auto Use, et al.'s Cash Collateral -------------------------------------------------------------- Quick Cars, LLC, seeks permission from the U.S. Bankruptcy Court for the Northern District of Georgia to use cash collateral and to make adequate protection payments. On July 5, 2017, the Debtor learned that it was in danger of having its cash accounts overdrawn or frozen due to weekly curtailment payments due to its three primary lenders in its used car business. The three secured creditors are: Auto Use; NextGear Capital; and Automotive Finance Corporation. All three lenders have security interests in the cars they finance and also in Debtor's cash accounts. The Debtor proposes to use cash collateral consistent with an operating budget to be supplied at the hearing. Additionally, the Debtor proposes to pay adequate protection to each lender, monthly, in an amount equal to 1% of the purchase price on each secured vehicle until the effective date of the Chapter 11 plan. The Debtor says that the use of the cash collateral is essential for the Debtor's continued operations. The continued operations will both preserve and protect the collateral and will maximize the value of the Debtor's assets and revenues to allow for a successful reorganization. Specifically, the use of the cash collateral will enable the Debtor to continue operations, employ bankruptcy counsel and accountants, and retain its employees and contractors. Without the use of the cash collateral, the Debtor will be required to cease operations, substantially impairing the value of the Debtor. Correspondingly, the failure of the Debtor to be permitted to use cash collateral will necessitate closing Debtor, thus compromising the Debtor's ability to generate revenue and imperiling the likelihood of a successful reorganization for the benefit of lenders and all of the Debtor's creditors. The Debtor will be able to pay adequate protection to each lender from a portion of surplus revenue after meeting its operating expenses and tax obligations on a monthly basis. The payment of surplus cash to the lenders will act to provide adequate protection in at least two ways. First, the lenders will get the benefit of the cash collateral generated from operations, net of operating expenses. Second, the lenders' specific collateral will be preserved due to the continued operations of the Debtor. The payments will pay down the balance of the secured or unsecured claim each lender may hold as will be determined pursuant to 11 U.S.C. Section 506. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/ganb17-61776-2.pdf Quick Cars, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 17-61776) on July 5, 2017. No trustee or examiner has been appointed for the Debtor. No committee has been appointed in the Debtor's case. The Debtor's attorneys: Howard P. Slomka, Esquire SLOMKA LAW FIRM, PC 1069 Spring Street NW, Suite #200 Atlanta, Georgia 30309 Telephone: (678) 732-0001 Facsimile: (678) 666-3980 ROBINSON OUTDOOR: US Trustee Wants Case Dismissed or Converted -------------------------------------------------------------- Daniel McDermott, the U.S. Trustee, asks the U.S. Bankruptcy Court in Minnesota to dismiss or convert the Chapter 11 case of Robinson Outdoor Products, Inc. The U.S. Trustee notes that the Court approved a sale of substantially all of the Debtor's assets on June 28, 2017. The U.S. Trustee says the remaining administration of this estate may be completed under chapter 7. The chapter 11 trustee in the Debtor's case has indicated that she supports conversion of the case to chapter 7. "Conversion is in the best interest of the estate. The estate can be brought to closure now that its business no longer exists," the U.S. Trustee says. A hearing on the U.S. Trustee's request will be held on Aug. 1, 2017 at 11:30 a.m. before the U.S. Bankruptcy Court, Courtroom 2B, 316 North Robert Street, St. Paul, MN. Any response to this motion must be filed and delivered not later than July 27, 2017, which is five days before the time set for the hearing (excluding intermediate Saturdays, Sundays and legal holidays). As reported by the Troubled Company Reporter, Judge William J. Fisher authorized Nauni Jo Manty, the Chapter 11 Trustee of Robinson Outdoor Products, to sell all of the Debtor's assets to Blocker Outdoors, LLC. The Assets of the Debtor consist of (i) an inventory at book value of $5,727,563 and accounts receivable at value of $727,511; (ii) any assets listed on the Statement of Financial Affairs that are claimed to be owned by Scott Shultz that are later proved to be owned by the Debtor; and (iii) all intangible assets, including Scentblocker, all Internet domains, e-mail accounts, social media accounts, customer lists and goodwill, owned by the Debtor. The United States Trustee for Region 12 is represented by: Sarah J. Wencil, Esq. Trial Attorney Office of U.S. Trustee 1015 United States Courthouse 300 South Fourth Street Minneapolis, MN 55415 Tel: (612) 334-1350 About Robinson Outdoor Products Based in Cannon Falls, Minnesota, Robinson Outdoor Products, LLC -- http://www.robinsonoutdoors.com/-- designs and produces hunting apparel for hunters. Robinson Outdoor Products filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-30904) on March 28, 2017. The petition was signed by Scott Shultz, president. The Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. Manty & Associates, P.A., served as the Debtor's counsel. The case is assigned to Judge William J. Fisher. Nauni Jo Manty was appointed as Chapter 11 trustee for the Debtor. The Trustee hired Silverman Consulting, Inc., as business consultant. RUE21 INC: Janaf Shopping, et al., Try to Block Disclosures OK -------------------------------------------------------------- Landlords Janaf Shopping Center, LLC, et al., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a limited objection to rue21, Inc., and its debtor-affiliates' disclosure statement for the Debtors' joint plan of reorganization. The Debtors lease retail space from the Landlords pursuant to unexpired leases of nonresidential real property at these shopping center locations: a. Central Michigan Commons -- Mt. Pleasant, MI b. Eagle Plaza -- Ruston, LA c. Sulphur Marketplace -- Sulphur, LA d. Tyler Shopping Center -- Tyler, TX e. Janaf Shopping Center -- Norfolk, VA f. Lake Pleasant Towne Center -- Peoria, AZ g. Queen Creek -- Queen Creek, AZ h. Valley Fair -- West Valley City, UT i. Gateway Station -- Burlington, TX j. Pine Ridge -- Chubbock, ID k. Capital Mall -- Jefferson City, MO l. Adrian Acquisitions -- Adrian, MI m. Snellville Pavilions -- Snellville, GA n. Primrose Marketplace -- Springfield, MI o. Temple Towne Center -- Temple, TX p. Cherrydale Point -- Greenville, NC q. Mesa Riverview -- Mesa, AZ r. Lake Prairie Town Crossing -- Grand Prairie, TX s. Copperwood Village -- Houston, TX t. Gresham Towne Center -- Gresham, OR u. Richland Marketplace -- Quakertown, PA v. Merle Hay -- Des Moines, IA w. HQ -- Warrendale, PA x. Green Oak Village Place -- Brighton, MI The Landlords do not object to the Debtors efforts to confirm a plan of reorganization, but as drafted, the Disclosure Statement and Plan fail to provide adequate information for Landlords or other creditors to make an informed decision with respect to the Plan, and the Plan itself improperly seeks to modifies the Landlords' rights under their Leases and the Bankruptcy Code. The Landlords say that the Debtors' Disclosure Statement fails to meet the applicable standard for adequate information because it fails to give sufficient information for Landlords to make an informed judgment about the Plan. The Landlords complain that, among other things: a. the Disclosure Statement fails to provide any detail regarding the specific leases of non-residential real property that the Debtor intends to assume or reject or even any meaningful analysis of the Debtor's rightsizing efforts. The Disclosure Statement and Plan rely, in part, on a Plan Supplement that will not be filed until Aug. 1, 2017. Moreover, the information provided in the Plan Supplement, including the list of assumed leases and executory contracts, may be amended after the Effective Date of the Plan. This is contrary to the Bankruptcy Code and makes it impossible for creditors to make an informed decision on the Plan. "If, on the face of the plan, the plan could not be confirmed, then the Court [should] not subject the estate to the expense of soliciting votes and seeking confirmation. Not only would allowing an unconfirmable plan to accompany a disclosure statement, and be summarized therein, constitute inadequate information, it would be misleading and it would be a needless expense to the estate"; b. the Disclosure Statement allows the Debtors to add or subtract leases from the schedule of assumed leases for at least 45 days after the Effective Date. This violates Section 365(d)(4), and as a result, the Plan is not confirmable under Section 1129(a)(1). The Disclosure Statement and Plan proposes to give the Debtors the ability to reject leases after entry of the confirmation order if the Debtors are dissatisfied with the any cure claim resolution. This is not supported by statutory authority or case law, and the Bankruptcy Code requires that all leases of nonresidential real estate be assumed or rejected no later than the date of entry of the confirmation order; c. the ability to reject leases after entry of the confirmation order also potentially deprives Landlords with potentially significant rejection claims from voting to accept or reject the Plan since the Debtor could reject leases after the voting deadline. The Debtors should be required to either finalize their list of assumed and rejected leases such that landlords with rejected leases have time to vote on the Plan, or the Debtors must provide some mechanism to make sure that such landlords are not improperly prevented from voting by the plan process. To secure the Landlords' fundamental due process rights, the Debtors must be required to serve a final, irrevocable list of assumed and rejected Leases at least 14 days before the Voting Deadline; d. not only should the Debtors determine whether or not they will assume the Lease in advance of Plan confirmation to allow landlords with rejected leases to vote on the Plan, but they should pay all undisputed cure amounts for assumed leases on the Effective Date of the Plan along with other administrative claims. Section 365(b)(1)(A) requires that the Debtors promptly cure outstanding balances due under the Leases upon assumption. To the extent there is a dispute over the total cure obligation for a Lease, all undisputed cure amounts should be paid immediately and the Debtors should escrow disputed amounts; e. the Disclosure Statement and Plan attempt to have the assumption of leases serve as a full release of any monetary and non-monetary defaults. In addition to paying all outstanding balances owing, the Debtors assume, and must honor, other obligations under the Leases, regardless of when they arise. The Debtors cannot such obligations through a release or waiver set forth in their Plan. The terms of an assumed unexpired lease can only be modified with the consent of the Debtors and the counterparty; the Plan cannot modify the terms of an unexpired lease; f. the Disclosure Statement and Plan seek to prohibit creditors from filing proofs of claim, or amendments to proofs of claim, after the Effective Date of the Plan, other than claims for leases or executory contracts that are rejected pursuant to the Plan. This creates a potential timing issue that conflicts with the Modified Default Order (I) Setting Bar Dates for Submitting Proofs of Claim, (II) Approving Procedures for Submitting Proofs of Claim, (III) Approving Notice Thereof, and (IV) Granting Related Relief, dated June 28, 2017. This creates the possibility the Debtors may reject a lease pursuant to a notice just before confirmation (i.e. after a store closing sale ends in early August) so that such lease is not rejected pursuant to the Plan, and then have the Plan go effective prior to the running of the 30-day period to file a rejection claim provided by the Bar Date Order. This would arguably cut-off creditor's ability to file a rejection claim. The Plan should be consistent with the Bar Date Order. In addition, and as per the Bar Date Order, the general deadline to file claims in these cases is Aug. 8, 2017, which is already much shorter than is standard in a Chapter 11 proceeding. This deadline is also within approximately a week of the proposed plan confirmation hearing. As a result, creditors have little time to submit claims, and based on the language proposed in the Plan, and almost no time to amend those claims once filed. Generally, parties are able to amend their claims prior to the filing of claim objection as a matter of right, and there is no reason to cut off parties rights to amend their claims prior to the date. Finally, the Plan provides that parties have only 21 days after the notice of Effective Date to file claims for the rejection of leases or executory contracts that are rejected pursuant to the Plan which is at odds with the 30 days provided in the Bar Date Order. Creditors should have 30 days from the date they receive notice of any rejection of their lease or executory contract pursuant to the Plan as set forth in the Bar Date Order. As reported by the Troubled Company Reporter on June 14, 2017, the Debtor filed a Chapter 11 plan of reorganization that would reduce its debt by as much as $700 million and would provide the company and its affiliates with the capital necessary to fund their operations. A copy of the Objection is available at: http://bankrupt.com/misc/pawb17-22045-655.pdf The Landlords are represented by: William C. Price, Esq. CLARK HILL PLC One Oxford Centre 301 Grant Street, 14th Floor Pittsburgh, PA 15219 Tel: (412) 394-7776 Fax: (412) 394-2555 E-mail: wprice@clarkhill.com -- and -- David M. Blau, Esq. CLARK HILL PLC 151 S. Old Woodward Avenue, Suite 200 Birmingham, MI 48009 Tel: (248) 988-1817 Fax: (248) 988-2336 E-mail: dblau@clarkhill.com 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 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. RUE21 INC: MP Elko, et al., Object to Approval of Plan Outline -------------------------------------------------------------- Landlords MP Elko, LLC, Surprise Marketplace Holdings, Weingarten Realty Investors, Weingarten I-4 Clermont Landing, LLC, WRI Alliance Riley Joint Venture, WRI Lakeside Marketplace, LLC, and WRI Mueller, LLC, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a limited objection to the adequacy of rue21, Inc., and its debtor-affiliates' disclosure statement for the Debtors' joint plan of reorganization. The Landlords claim that the Proposed Disclosure Statement also fails to provide adequate information of the purported "good-faith compromise and settlement" justifying broad third party releases in the Proposed Plan. Objecting Landlords are the lessors of Debtor with respect to nine retail store locations throughout the United States, as follows: a. Clermont Landing, Clermont, Florida, b. Elko Junction, Elko, Nevada c. Jess Ranch Marketplace, Apple Valley, California d. Lakeside Marketplace, Acworth, Georgia e. Largo Mall, Largo, Florida f. Moore Plaza, Corpus Christi, Texas g. Mueller Regional Retail Center, Austin, Texas h. Surprise Marketplace, Surprise, Arizona i. Trenton Crossing/North McAllen Shopping Center, McAllen, Texas The Landlords complain that, among other things: -- the Debtors propose to grant broad releases to current and former directors and officers, lenders and their agents, and the "Sponsor Entities" (Debtors' equity holders) without any meaningful disclosure of potential claims that may exist against such parties, the value of the claims, and any consideration that is being provided for the releases being granted. Purporting to characterize the provisions of the Proposed Plan as a "good-faith compromise and settlement" of claims, the Debtors fail to describe the claims being settled with respect to those parties receiving broad releases under the Proposed Plan. The "Sponsor Entities" (Apax Partners, LLC and affiliates) provide no apparent consideration with respect to the Proposed Plan while receiving broad releases; -- the Proposed Disclosure Statement makes no attempt to address the factors for approval of a purported "good- faith compromise and settlement" under Rule 9019 of the Federal Rules of Bankruptcy Procedure or to provide information regarding the propriety of third party releases under the Proposed Plan, particularly where "substantial assets" are not being contributed to the proposed reorganization by a number of the released parties, including the Sponsor Entities; -- while assumption of a debtor's unexpired leases of nonresidential real property can be effectuated though a Chapter 11 plan of reorganization, there is no authority for a reorganized debtor to assume or reject leases following confirmation of a plan of reorganization. -- the Debtors' proposed schedule and reservation of the ability to reject leases after confirmation of its Proposed Plan are at odds with the language of Bankruptcy Code Section 365(d)(4)(A), limiting the time to assume or reject to "the date of entry of an order confirming a plan," not some later date (like the Effective Date or, as proposed by Debtors here, even later); and -- it is widely accepted that the purpose of Bankruptcy Code Section 365(d)(4), added as an integral part of what are commonly referred to as the 1984 "Shopping Center Amendments," was to prevent trustees and debtors-in- possession from taking too much time in deciding whether to assume, assume and assign or reject unexpired nonresidential real property leases. The Debtors' Proposed Plan seeks to do just that, rendering this feature of the Proposed Plan contrary to applicable law. A copy of the Objection is available at: http://bankrupt.com/misc/pawb17-22045-660.pdf As reported by the Troubled Company Reporter on June 14, 2017, the Debtor filed a Chapter 11 plan of reorganization that would reduce its debt by as much as $700 million and would provide the company and its affiliates with the capital necessary to fund their operations. The Landlords are represented by: Kevin L. Colosimo, Esq. FROST BROWN TODD LLC Union Trust Building 501 Grant Street, Suite 800 Pittsburgh, Pennsylvania 15219 Tel: (412) 513-4300 Fax: (412) 513-4299 E-mail: kcolosimo@fbtlaw.com -- and -- Ronald E. Gold, Esq. FROST BROWN TODD LLC 3300 Great American Tower 301 E. Fourth Street Cincinnati, Ohio 45202 Tel: (513) 651-6800 Fax: (513) 651-6981 E-mail: rgold@fbtlaw.com -- and -- Ivan M. Gold, Esq. ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP Three Embarcadero Center, 12th Floor San Francisco, CA 94111 Tel: (415) 837-1515 Fax: (415) 837-1516 E-mail: igold@allenmatkins.com 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 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. RUE21 INC: Plan Outline Lacks Info, DDR Corp., et al., Complain --------------------------------------------------------------- Landlords DDR Corp., et al., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania an objection to rue21, Inc., and its debtor-affiliates' disclosure statement for the Debtors' joint plan of reorganization. The Landlords are the owners or managing agents for the owners of properties located throughout the United States where the Debtors lease non-residential real estate. Most of the Leased Premises are located in shopping centers as that term is used in Section 365(b)(3) of the U.S. Bankruptcy Code. The Landlords have no interest in preventing the Debtors from obtaining approval of a disclosure statement and subsequently confirming a plan of reorganization. However, the Disclosure Statement, as currently drafted, lacks the basic information necessary for creditors to know what their claims will be, and thus whether to vote for or against the Debtors' Joint Plan of Reorganization. According to the Landlords, the Plan also contains provisions violating the express provisions of the U.S. Bankruptcy Code regarding timing of assumption and rejection of non-residential real property releases, as well as overly broad releases and other provisions that would effectively amend the terms of any leases between the Landlords and the Debtors to be assumed under the Plan, by purportedly terminating indemnification and payment obligations related to the period prior to assumption of the Leases, and stripping the Landlords of defenses, as well as setoff and recoupment rights. Thus, even if the additional information was provided, the Disclosure Statement would still describe a Plan that is unconfirmable, and must be amended before solicitation occurs. The Landlords have been in contact with counsel for the Debtors about these issues, and hope to be able to resolve them consensually through revised provisions of the Disclosure Statement and Plan; however, as the Landlords have not yet seen amended/final versions of the revised Plan and Disclosure Statement, they file this Objection out of an abundance of caution. As reported by the Troubled Company Reporter on June 14, 2017, the Debtor filed a Chapter 11 plan of reorganization that would reduce its debt by as much as $700 million and would provide the company and its affiliates with the capital necessary to fund their operations. A copy of the Objection is available at: http://bankrupt.com/misc/pawb17-22045-654.pdf The Landlords are represented by: Kevin L. Colosimo, Esq. FROST BROWN TODD LLC 501 Grant Street, Union Trust Building, Suite 800 Pittsburgh, Pennsylvania 15219 Tel: (412) 513-4300 Fax: (412) 513-4299 E-mail: kcolosimo@fbtlaw.com -- and -- Ronald E. Gold, Esq. FROST BROWN TODD LLC 3300 Great American Tower 301 E. Fourth Street Cincinnati, Ohio 45202 Tel: (513) 651-6800 Fax: (513) 651-6981 E-mail: rgold@fbtlaw.com -- and -- Robert L. LeHane, Esq. Gilbert R. Saydah Jr., Esq. KELLEY DRYE & WARREN LLP 101 Park Avenue New York, New York 10178 Tel: (212) 808-7800 Fax: (212) 808-7897 E-mail: RLeHane@KelleyDrye.com GSaydah@KelleyDrye.com 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 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. SANDERS ELITE: Has Court's Final OK to Use Cash Collateral ---------------------------------------------------------- The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida has entered a final order authorizing Sanders Elite Training Performance to use cash collateral. The Debtor is authorized to use cash collateral to pay only: (a) the current and necessary expenses for the maintenance and preservation of the properties secured by the lien of the creditor and not any pre-petition expenses, salaries, professional fees or insiders without further order of the Court; and (b) additional amounts as may be expressly approved in writing by Celtic Bank dba Kabbage Business Loans. This authorization will continue until further court order. Each secured creditor with a security interest in cash collateral will have a perfected post-petition lien against all cash collateral, cash, rents, accounts receivable, or proceeds thereof, to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. A copy of the Final Order is available at: http://bankrupt.com/misc/flmb17-01140-56.pdf About Sanders Elite Training Performance Sanders Elite Training Performance is a Florida corporation based in Jacksonville, Florida. It is in the business of personal sports and physical training for athletes in a broad range of sports. It also offers a variety of training services including individual weight loss advice and programs, physical performance classes, individual training for athletes of all levels, and small group training for teams. Sanders Elite Training Performance filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-01140) on April 1, 2017. The petition was signed by Jerrian R. Sanders, president. At the time of filing, the Debtor estimated less than $50,000 in assets and less than $500,000 in liabilities. Judge Paul M. Glenn presides over the case. The Debtor is represented by Thomas C. Adam, Esq. at Adam Law Group, P.A. An official committee of unsecured creditors has not yet been appointed. On May 5, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. SAVVAS GIANASMIDIS: Frances Buying Roslindale Condo Unit for $450K ------------------------------------------------------------------ Savvas V. Gianasmidis notified the U.S. Bankruptcy Court for the District of Massachusetts of his private sale of his right, title and interest in the condominium Unit 3, including the rights and interests appurtenant thereto, of the condominium to be created at 74 Birch Street, Roslindale, Massachusetts, to Rachel Frances or her designee for $450,000. The Unit 3 is located on the third floor of a three-apartment building in a residential neighborhood located in the Roslindale area of Boston, Massachusetts. It has four rooms, including two bedrooms, and two bathrooms, and approximately 921 square feet of living space. The Debtor and the Buyer entered into the Condominium Purchase and Sale Agreement for the purchase of the Unit 3. The Debtor proposes to sell the Unit free and clear of liens, claims, interests and encumbrances. The Buyer will pay $22,500 as a deposit. The Debtor sought Chapter 11 protection (Bankr. D. Mass. Case No. 15-12119-JNF). SEARCHMETRICS INC: Court Intends to Dismiss Bankruptcy Case ----------------------------------------------------------- Searchmetrics, Inc., said on June 29, 2017, of the U.S. Bankruptcy Court for the District of Delaware ruled that it intends to enter an order dismissing the Debtor's bankruptcy case. Notwithstanding the pending dismissal of the bankruptcy case, Searchmetrics Inc. will continue to operate in the ordinary course of business and its parent, Searchmetrics GmbH, has indicated it will continue to support all of its employees and customers in the ordinary course of business in the near term. Brightedge Technologies Inc. asked the Court to dismiss the Debtor's chapter 11 case or, in the alternative, lift the automatic stay pursuant to 11 U.S.C. Sec. 362(d) to allow litigation between BrightEdge and the Debtor to proceed in the non-bankruptcy forums in which it is currently pending. BrightEdge says the Debtor and its parent Searchmetrics GmbH filed the chapter 11 case and the related to adversary proceeding for one purpose: to gain a litigation advantage over BrightEdge after being ordered to produce a customer database critical to the long-running litigation between the parties -- the event GmbH has sought to avoid for years. To escape the consequences of that outcome, in the months leading up to the bankruptcy date of this Chapter 11 case, the Debtor and GmbH employed every possible artifice to improve GmbH's position and salvage its investment at the expense of the Debtor's only other material stakeholder, BrightEdge. BrightEdge and the Debtor are competitors in the SEO market. The Debtor has hired at least five former BrightEdge employees to perform services nearly identical to those they performed at BrightEdge. Gabriel Martinez and Cullen McAlpine, the Debtor's codefendants in the state court case, were two such employees. Delaware Bankruptcy Judge Christopher S. Sontchi on June 29 also authorized Brightedge and Searchmetrics to file certain documents related to Brightedge's motion to dismiss the Chapter 11 case under seal. Brightedge and the Debtor may designated certain exhibits and information as confidential. Counsel to Brightedge: Robert J. Dehney, Esq. Gregory W. Werkheiser, Esq. Matthew B. Harvey, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, DE 19899 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 E-mail: rdehney@mnat.com gwerkheiser@mnat.com mharvey@mnat.com - and - Emanuel Grillo, Esq. BAKER BOTTS LLP 30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 408-2500 Facsimile: (212) 408-2501 E-mail: emanuel.grillo@bakerbotts.com - and - Omar J. Alaniz, Esq. BAKER BOTTS LLP 2001 Ross Avenue Dallas, Texas 75201 Telephone: (214) 953-6500 Facsimile: (214) 953-6503 E-mail: omar.alaniz@bakerbotts.com - and - Hopkins Guy III, Esq. Jon V. Swenson, Esq. BAKER BOTTS LLP 1001 Page Mill Road Building One, Suite 200 Palo Alto, CA 94304 Telephone: (650) 739-7500 Facsimile: (650) 739-7699 E-mail: hop.guy@bakerbotts.com jon.swenson@bakerbotts.com About Searchmetrics Inc. Headquartered in San Mateo, California, Searchmetrics Inc. -- http://www.searchmetrics.com/-- a wholly owned subsidiary of Searchmetrics GmbH, develops search analytics software solutions. It offers Searchmetrics Suite, a SaaS solution that provides companies with a view of the search engine optimization (SEO) performance of their Web sites, as well as the search strategies of their competitors; and SEO consulting through its network of partners. The Company has over 100,000 users worldwide, many of whom are respected brands like T-Mobile, eBay and Siemens. Searchmetrics Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating the Debtor's assets between $1 million and $10 million, and liabilities between $10 million and $50 million. Judge Christopher S. Sontchi presides over the case. The Debtor hired Chipman Brown Cicero & Cole, LLP, as lead bankruptcy counsel and DLA Piper LLP (US) as litigation counsel. Wayne Weitz, managing director of EisnerAmper's Bankruptcy and Restructuring Group, serves as chief restructuring officer. He signed the bankruptcy petition. SHORT BARK: July 18 Meeting Set to Form Creditors' Panel -------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on July 18, 2017, at 10:00 a.m. in the bankruptcy case of Short Bark Industries, Inc. The meeting will be held at: Delaware State Bar Association 405 N. King Street, 2nd Floor Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Short Bark Industries Short Bark Industries, Inc. -- http://www.shortbark.com/-- provides military apparels for the Department of Defense, law enforcement industry. The Company's current or previously manufactured items in the military category include but are not limited to military MOLLE, medium and large rucksacks, assault packs, IWCS, ACU, ABU, BDU, helmet covers, FROG, A2CU and more. The Company offers men and boys suits, over garments, bag, and coats. Short Bark Industries holds over 120,000+ square feet of manufacturing capacity with operations in Florida, Puerto Rico and Tennessee. The Company and 1 other affiliates sought bankruptcy protection on July 10, 2017 (Bankr. D. Del., Case No. 17-11501 and Case No. 17-11502). The petition was signed by Phil Williams, CEO and Chairman. The Debtors listed total assets of $10 million to $50 million and total liabilities of $10 million to $50 million. Bielli & Klauder, LLC serves as lead bankruptcy counsel to the Debtors. SKIP BARBER RACING: July 26 Auction of All Assets Approved ---------------------------------------------------------- Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the Southern District of New York authorized Skip Barber Racing School, LLC's bidding procedures in connection with the sale of substantially all assets and related personal property by auction. The Debtor is authorized and directed to (a) solicit any person to become a potential bidder; (b) permit potential bidders to conduct a due diligence investigation in connection with the sale; (c) in consultation with People's, CMS, and the creditors' committee (if one is appointed), determine whether a bid timely submitted by a potential bidder is a qualified bid; (d) if one or more qualified bids is submitted, conduct an auction; (e) at the conclusion of such auction, in consultation with People's, CMS, and the creditors' committee (if one is appointed), designate the highest or otherwise best offer as the prevailing bidder and the next highest or otherwise best offer and the back-up bidder; and (f) in consultation with People's, CMS and the Creditors' Committee (if one is appointed), ask Court approval at the sale hearing of the prevailing bid submitted by the prevailing bidder and the back-up bid submitted by the back-up bidder. If the Debtor receives more than one qualified bid from qualified bidders, it will conduct an auction commencing at 1:00 p.m. (ET) on July 26, 2017 at Forchelli, Curto, Deegan, Schwartz, Mineo & Terrana, LLP, 333 Earle Ovington Blvd., Suite 1010, Uniondale, New York. To be considered by the Court, any objections to the sale of the purchased assets to the prevailing bidder under the purchase agreement must be filed no later than 4:00 p.m. (ET) on July 26, 2017. The Court will hold the sale hearing on July 28, 2017 at 11:00 a.m. (ET). The Debtor will send within five business days of the date of the entry of the Bidding Procedures Order the notice of assumption and assignment to all non-debtor counter-parties to the Contracts. All assumption and/or cure objection must be filed no later than the Sale Objection Deadline. The effective date of any assumption, sale and assignment of any Assigned Contract will be the Closing on Aug. 4, 2017. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Skip_Barber_36_Order.pdf About Skip Barber Racing School Skip Barber Racing School LLC is a Braselton, Georgia-based racing school. It operates a fully-integrated system of racing schools, driving schools, racing championships, corporate events and OEM events across North America, teaching emergency braking, skid and slide control, proper cornering techniques, an understanding of vehicle dynamics, and a variety of other car-control skills. Skip Barber Racing School filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-35871) on May 22, 2017. The petition was signed by Michael Culver, managing member. The Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in debt. Judge Cecelia G. Morris presides over the case. No trustee, examiner or committee of creditors has been appointed. SKIP BARBER: Hires Capital Research as Financial Advisor -------------------------------------------------------- Skip Barber Racing School, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Capital Research Partners & Co., as financial advisor to the Debtor. Skip Barber requires Capital Research to: 1. update these solicitation materials as needed: a. the existing marketing summary which Capital Research wrote and have been updating over the last nine months. b. Management's power point presentation with some updates or amendments. c. Add to the existing digital data room as needed. d. Other pertinent information relative to how a 363 bankruptcy process works and specific bidding procedures as they become available; 2. solicit new potential buyers as well as work with existing potential buyers. Capital Research has solicited over 100 potential purchasers over the last nine months. A number of them were interested, but due to the numerous obligations of the Debtor, they were only interested if the Debtor entered into a bankruptcy process which has now happened. Capital Research will also re-launch the marketing of the subject process opportunity on a digital deal platform; 3. assist the Debtor in putting together any other required informational documents which may be reasonably requested by prospective buyers; 4. based on the responses, recommend with which potential purchasers should be focused on; 5. advise the Debtor in organizing conference calls where needed, and if requested arrange meetings with prospective buyers; and 6. orchestrate with the Debtor's counsel the final bidding auction process. Capital Research will be paid as follows: -- A success fee of: a. No success fee if the total gross proceeds are below $1.25 million. b. If total proceeds are over $1.25 million but below $3.5 million, the success fee will be 3% of the total proceeds. c. If total proceeds are $3.5 million or over, the success fee will be 5% of the incremental proceeds over $3.5 million up to $5.5 million plus the amount calculated in b) above. d. If total proceeds are $5.5 million or over, the success fee will be 7% % of the incremental proceeds over $5.5 million plus the amount calculated in b) and c) above; and -- A $15,000 retainer which will be fully credited against the success fees discussed above and payable prior to the commencement of the assignment as follows: a. either as a carve out from the proceeds ultimately received by People's Bank or Capital Research which will be approved by them in conjunction with the approval of the engagement agreement by the court, or b. will be paid upon the court approving the application of Capital Research to broker for the Debtor's assets. Thomas Romero, managing partner of Capital Research Partners & Co., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Capital Research can be reached at: Thomas Romero CAPITAL RESEARCH PARTNERS & CO. 200 Connecticut Ave., 5th Floor Norwalk, CT 06854 Tel: (203) 454-0355 Fax: (203) 854-1652 About Skip Barber Racing School LLC Skip Barber Racing School LLC is a Braselton, Georgia-based racing school. It operates a fully-integrated system of racing schools, driving schools, racing championships, corporate events and OEM events across North America, teaching emergency braking, skid and slide control, proper cornering techniques, an understanding of vehicle dynamics, and a variety of other car-control skills. Skip Barber Racing School filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-35871) on May 22, 2017. The petition was signed by Michael Culver, managing member. The Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in debt. Judge Cecelia G. Morris presides over the case. Skip Barber Racing School hired Forchelli, Curto, Deegan, Schwartz, Mineo & Terrana, LLP as bankruptcy counsel; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. No trustee, examiner or committee of creditors has been appointed. SKY HARBOR: Case Summary & 4 Unsecured Creditors ------------------------------------------------ Debtor: Sky Harbor Hotel Properties, LLC 1550 South 52nd Street Tempe, AZ 85281 Business Description: SHHP was formed for the purposes of purchasing a parcel of unimproved real property located at 3210 South 48th Street, in Phoenix, Arizona, constructing a hotel on the Property and managing the hotel. SHHP's assets consist primarily of the Hotel Property and its 50% ownership interest in Soleil Conference Center, LLC. The goal of the bankruptcy case is to maximize the value of the assets of the Debtor through a sale process, pay all allowed claims and interests, and liquidate the Debtor after the net proceeds are distributed according to the priorities set forth under the Bankruptcy Code. Chapter 11 Petition Date: July 14, 2017 Case No.: 17-08082 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtor's Counsel: John R. Clemency, Esq. Lindsi M. Weber, Esq. Janel M. Glynn, Esq. GALLAGHER & KENNEDY, P.A. 2575 East Camelback Road Suite 1100 Phoenix, AZ 85016-9225 Tel: (602) 530-8040 Fax: (602) 530-8500 E-mail: john.clemency@gknet.com lindsi.weber@gknet.com janel.glynn@gknet.com Total Assets: $1.64 million Total Liabilities: $900,728 The petition was signed by Shane Kuber of SKK, LLC, manager of the Debtor. The Debtor's list of four unsecured creditors is available for free at http://bankrupt.com/misc/azb17-08082.pdf SOLID LANDINGS: U.S. Trustee Forms Four-Member Committee -------------------------------------------------------- Peter C. Anderson, U.S. Trustee for the Central District of California, on July 13 appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Solid Landings Behavioral Health, Inc. The committee members are: (1) Western Slope Laboratory, LLC Thomas L. McCormick 1197 Rochester Road, Suite K Troy, MI 48083 Tel: (248) 307-1168 ext. 22 (2) Alvarado Smith, APC S. Christopher Yoo 1 MacArthur Place, Suite 200 Santa Ana, CA 92707 Tel: (714) 852-6800 (3) Berkshire Hathaway Homestate Insurance Co. Dan Lidolph 1314 Douglas Street Omaha, NE 68102 Tel: (402) 399-3112 (4) Blue Cross of California, dba Anthem Blue Cross c/o Steven M. Cohen 21555 Oxnard Street, Mailstop CAA C01-0018 Woodland Hills, CA 91367 Tel: (818) 234-6269 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Solid Landings Solid Landings Behavioral Health, Inc., and 4 affiliates sought Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 17-12213) on June 1, 2017, with a deal to sell substantially all assets to Alpine Pacific Capital, LLC, for $9.05 million, subject to overbid. The Debtors are providers of individualized 12-step and alternative treatment programs for people suffering from substance abuse and mental health disorders, with facilities located in California, Nevada, and Texas. The "Solid Landings" brand was created in 2009, when the Debtors' shareholders opened their first sober living residence in Costa Mesa, California, which residence was operated by Sure Haven. The debtor-affiliates are Cedar Creek Recovery, Inc., EMS Toxicology, Silver Rock Recovery and Sure Haven, Inc. Katie S. Goodman, the chief restructuring officer, signed the petitions. The Debtors disclosed $63,070 in assets and $10.87 million in liabilities as of the Petition Date. Judge Catherine E. Bauer presides over the case. The Debtors hired Levene, Neale, Bender, Yoo & Brill LLP as bankruptcy counsel. SPANNY CLEANERS: Case Summary & 4 Unsecured Creditors ----------------------------------------------------- Debtor: Spanny Cleaners, Inc. by Enrique Chantres FKA Spanny Corporation 2555 SW 8th Street Miami, FL 33135 Business Description: Spanny Cleaners provides drycleaning and laundry services. Chapter 11 Petition Date: July 14, 2017 Case No.: 17-18875 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Jay A. Cristol Debtor's Counsel: Jordi Guso, Esq. BERGER SINGERMAN LLP 1450 Brickell Ave #1900 Miami, FL 33131 Tel: (305) 755-9500 Fax: 305.714.4340 E-mail: jguso@bergersingerman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Enrique Chantres, president. The Debtor's list of four unsecured creditors is available for free at http://bankrupt.com/misc/flsb17-18875.pdf SPEED LUBE: Selling Iowa, Indiana and Illinois Properties for $1.1M ------------------------------------------------------------------- Speed Lube, LLC, asks the U.S. Bankruptcy Court for the Southern District of Illinois to authorize the sale of real property and improvements in Canton, Illinois, Ft. Madison, Iowa, Evansville, Indiana, and Pocahontas, Illinois, for an aggregate purchase price of $1,082,500. Historically, the Debtor owned and operated in excess of 30 retail locations of low cost oil change centers throughout Illinois, Missouri and in surrounding states. However, over time large retailers entered the market areas served by the Debtor and began offering lower cost oil change and related services. The increased lower cost competition took a substantial toll on the Debtor's revenues and severely harmed its business operations and financial position. To offset the decline in revenues, the Debtor periodically closed and sold its retail locations. As of the Petition Date, the Debtor had approximately three operating retail locations, all of which are now closed. The Debtor commenced the case to facilitate an orderly liquidation of its assets, which consist of real estate and improvements at 21 of its former retail locations, a subdivision in Pocahontas, Illinois, and a home in Edwardsville, Illinois. Providence Bank and Prairie State Bank and Trust are the Debtor's principal secured creditors, both of which hold liens against the various properties. The approximate balance of the outstanding aggregate indebtedness to Providence Bank is $3,087,564. The approximate balance of the outstanding aggregate indebtedness to Prairie State Bank and Trust is $610,637. Prior to filing its Chapter 11 case, the Debtor engaged in significant efforts to market its various properties for sale. Due to its efforts to sell, the Debtor reached agreements to sell its real property and improvements in Canton, Illinois, Ft. Madison, Iowa, and Evansville, Indiana, for an aggregate purchase price of $1,082,500. These real property and improvements are: a. the property at 3032 Avenue L., Ft. Madison, Iowa, was sold at public auction to MSLR Rentals for the sum of $70,000; b. the Debtor agreed to sell the properties located at 4209 E. Morgan Ave., Evansville, Indiana, and 3500 N. First Ave., Evansville, Indiana, to Calm Investment Group, LLC or assigns for the aggregate sum of $425,000; c. the Debtor entered into a contract to sell the property at 327 N. Main St., Canton, Illinois to John Davis, for the sum of $107,500; and d. Steven Dugan, one of the Debtor's members and managers, agreed to purchase the Tribes Subdivision, Pocahontas, Illinois, for the sum of $480,000, subject to overbid, which is approximately $15,000 in excess of the appraised value for that property. A copy of the list of the Debtor's real property and improvements with what the Debtor believes to be appropriate corresponding values; the Debtor's obligations to Providence Bank and to Prairie State and the collateral for those loans; and the Contracts, is available for free at: http://bankrupt.com/misc/Speed_Lube_28_Sales.pdf In the instant case, the Debtor is informed and believes Providence Bank and Prairie State, both of whom hold liens against the subject properties, consent to the relief requested in the Motion, including, without limitation, the Debtor's requests that (i) the subject properties be sold at the prices described free and clear of all liens, claims and encumbrances; (ii) payment of all applicable prepetition commissions from the proceeds of sale; (iii) payment of other applicable closing costs from the proceeds of sale; and (iv) payment to Providence Bank and Prairie State of the net proceeds of sale at the time of closing. The Ft. Madison Property, the Evansville Properties and the Canton Property were exposed to the market for a substantial period of time prior to commencement of the Debtor's Chapter 11 case. Hence, it is unnecessary for the Debtor and the estate to solicit higher and better offers for these properties. The sale of the Tribes Subdivision, on the other hand, is not subject to a prepetition contract, and the Debtor proposes to sell the property to an insider for a price in excess of the appraised value. In light of the nature of that sale, the Court should authorize the Debtor to solicit higher and better offers for that property. The sale of these properties will substantially reduce the Debtor's secured debts and make possible the potential for sums to be available to unsecured creditors. Accordingly, the Debtor asks the Court to approve the relief sought. The Purchasers can be reached at: CALM INVESTMENT GROUP, LLC 8000 Tower Saint Drive Charlotte, NC 28227 Telephone: (949) 500-6416 - and - John Davis 2051 N. Main St. Canton, IL 61520 Telephone: (319) 312-2532 About Speed Lube Speed Lube, LLC, is an oil change services provider based in Pocahontas, Illinois. Speed Lube sought Chapter 11 protection (Bankr. S.D. Ill. Case No. 17-30894) on June 7, 2017. The petition was signed by Steven Dugan, one of the Debtor's managers. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The case is assigned to Judge Laura K. Grandy. The Debtor tapped Steven M Wallace, Esq., at Heplebroom, LLC as counsel. STEREOTAXIS INC: Files 2016 Conflict Minerals Report ---------------------------------------------------- Stereotaxis, Inc., filed with the Securities and Exchange Commission its conflict minerals report for the year ended Dec. 31, 2016, pursuant to Rule 13p-1 under the Securities Exchange Act of 1934. Stereotaxis evaluated its products and determined that its products contain "necessary conflict minerals." This means that Conflict Minerals as defined in the Rule are present in products the Company manufactures or contract to manufacture and are used to achieve the required function, use or purpose of those products. "Following our Conflict Minerals program procedure... Stereotaxis identified 206 suppliers and original equipment manufacturers in our direct supply chain. We then identified the subset of those suppliers who provide us with components, materials and assemblies where Conflict Minerals might be present and necessary to functionality, and we then performed a RCOI with those suppliers. This group of suppliers represents the source for all of the materials and components purchased for the manufacture or assembly of our products, which we believe either have Conflict Minerals in them, or for which we did not know whether the material or component contained Conflict Minerals. We received CMRT's from 127 relevant suppliers and original equipment manufacturers. "The 127 CMRT's we received contained a large number of smelter names for the facilities these suppliers and their upstream suppliers used to process Conflict Minerals, as well as the specific Conflict Mineral(s) used in their products. For purposes of our review, we consider each processor of a given Conflict Mineral to be a unique smelter. Therefore, as an example, if a particular processor processes two different Conflict Minerals, then we considered the entity to be two unique smelters, as opposed to one. After correction, review, and removal of duplicate or alternate names, and elimination of entities identified by our suppliers as smelters that we determined were not actually smelters, we identified 274 unique smelters. "Of the 274 smelters, our analysis leads us to believe that 65 of them are known to source, or there is reason to believe they may source, Conflict Minerals from the Covered Countries. We based this assessment on information obtained from entities engaged by us who are in direct contact with the smelters, as well as other public information available at the time. "In accordance with the SEC final rules for Conflict Minerals sourced from Covered Countries, because some smelters in our supply chain were identified to be sourcing from Covered Countries, Stereotaxis is required to exercise, and has exercised, due diligence on the Conflict Minerals' source and chain of custody. Additionally, Stereotaxis is required to follow, and has followed, a nationally or internally recognized due diligence framework and report the results thereof in a Conflict Minerals report." The Conflict Minerals Report is available for free at: https://is.gd/ESFCaS About Stereotaxis Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer and developer of a suite of navigation systems in interventional surgical procedures. The Company's Epoch Solution is used in the treatment of arrhythmias and coronary artery disease. Stereotaxis reported a net loss available to common stockholders of $11.80 million on $32.16 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss available to common stockholders of $7.35 million on $37.67 million of total revenue for the year ended Dec. 31, 2015. As of March 31, 2017, Stereotaxis had $18.98 million in total assets, $33.08 million in total liabilities, $5.96 million in preferred stock, and a total stockholders' deficit of $20.06 million. STEVEN DAVIS: Selling ForthWorth Property to D. Shephard for $180K ------------------------------------------------------------------ Denise Plaia and Steven Michael Davis, II, ask the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of real property located at 6112 Tilapia, Fort Worth, Texas to Douglas Shephard for $179,500. Objections, if any must be filed within 24 days from the date of service. The Debtor owns the Davis Real Estate Services and Investments, LLC. He, on his Schedule D, on file with the Court, discloses that the Property is subject to a lien by Citimortgage, Inc. Through Davis Real Estate, he sold the Property to Plaia and Valentine Beavis. With respect to the transaction, the Official Public Records of Tarrant County, Texas indicate: (a) Vendor's Lien dated Feb. 13, 2015, recorded as Instrument Number D215038398, and (b) Deed of Trust dated Feb. 13, 2015 executed by Plaia and Beavis to Martin A. Garcia, Trustee as Instrument Number D2154038399. Beavis transferred any and all interest that she had in the Property to Plaia via a Quit Claim Deed, which was recorded on 7/17/2015 in the Official Public Records of Tarrant County, Texas as Instrument D215157071. However, as a condition precedent to issuance of a title policy, the nature of transfer has been changed from a Quit Claim Deed to a Warranty Deed with full legal description. Plaia is the sole owner of the Property, and is current under the Promissory Note in favor of Davis Real Estate Services and Investments, LLC as Trustee for 6112 Tilapia Trust. Plaia and the Debtor jointly ask authorization from the Court to sell the Property per terms of the One to Four Family Residential Contract (Resale). They propose to sell the Property to the Buyer "as is" and free and clear of liens and encumbrances. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Steven_Davis_60_Sales.pdf The real estate tax liens of the local taxing authorities in Tarrant County, Texas will attach to the proceeds of the sale of the Property expect for the 2017 real estate tax lien which will remain attached to the Property. The lien of Citimortgage. will attach to the proceeds of the sale of the Property and will be paid in full at closing. The lien of Davis Real Estate, as Trustee for 6112 Tilapia Trust, will not attach to the proceeds of the sale of the Property. The Davis Real Estate, as Trustee for 6112 Tilapia Trust, will not receive any portion of the proceeds of the sale of the Property and its lien will be released unconditionally at closing. All reasonable and necessary closing cost will be paid out of the proceeds of the sale of the Property. The balance of the proceeds of the sale of the Property should be distributed to Plaia as homestead proceeds. The Purchaser can be reached at: Douglas Shephard Telephone: (806) 577-5238 E-mail: Doug.shephard55@gmail.com Denise Plaia can be reached at: Denise Plaia 6112 Tilapia Fort Worth, TX 76179 Denise Plaia is represented by: Behrooz P. Vida, Esq. Carla Reed Vida, Esq. THE VIDA LAW FIRM, PLLC 3000 Central Drive Bedford, Texas 76021 Telephone: (817) 358-9977 Facsimile: (817) 358-9988 E-mail: filings@vidalawfirm Steven Michael Davis II sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 17-41860) on May 1, 2017. The Debtor tapped Joyce W. Lindauer, Esq., at Joyrce W. Lindauer Attorney, PLLC as counsel. The Debtor can be reached at: Steven Michael Davis P.O. Box 991 Keller, TX 76244 TAKATA CORP: Taps Prime Clerk as Claims Agent --------------------------------------------- TK Holdings Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prime Clerk LLC as its claims and noticing agent. The firm will oversee the distribution of notices, and the maintenance and processing of claims filed in the Chapter 11 cases of the company and its affiliates. The hourly rates charged by the firm are: Analyst $25 - $45 Technology Consultant $35 - $75 Consultant/Senior Consultant $60 - $155 Director $165 - $180 Solicitation Consultant $170 Director of Solicitation $190 Prior to their bankruptcy filing, the Debtors provided Prime Clerk a retainer in the amount of $75,000. Shai Waisman, chief executive officer of Prime Clerk, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Shai Y. Waisman Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Phone: (212) 257-5450 About Takata Corp Japan-based Takata Corporation (TYO:7312) -- http://www.takata.com/en/-- develops, manufactures and sells safety products for automobiles. The Company offers seatbelts, airbags, steering wheels, child seats and trim parts. Headquartered in Tokyo, Japan, Takata operates 56 plants in 20 countries with approximately 46,000 global employees worldwide. The Company has subsidiaries located in Japan, the United States, Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea, China and other countries. Takata Corp. filed for bankruptcy protection in Tokyo and the U.S., amid recall costs and lawsuits over its defective airbags. Takata and its Japanese subsidiaries commenced proceedings under the Civil Rehabilitation Act in Japan in the Tokyo District Court on June 25, 2017. Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S. and Mexican affiliates each filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11375) on June 25, 2017. Together with the bankruptcy filings, Takata announced it has reached a deal to sell all its global assets and operations to Key Safety Systems (KSS) for US$1.588 billion. Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese proceedings. Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are serving as counsel in the U.S. cases. PricewaterhouseCoopers is serving as financial advisor, and Lazard is serving as investment banker to Takata. Ernst & Young LLP is tax advisor. Prime Clerk is the claims and noticing agent. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, KPMG is serving as financial advisor, Jefferies LLC is acting as lead financial advisor. UBS Investment Bank also provides financial advice to KSS. On June 28, 2017, TK Holdings, as the foreign representative of the Chapter 11 Debtors, obtained an order of the Ontario Superior Court of Justice (Commercial List) granting, among other things, a stay of proceedings against the Chapter 11 Debtors pursuant to Part IV of the Companies' Creditors Arrangement Act. The Canadian Court appointed FTI Consulting Canada Inc. as information officer. TK Holdings, as the foreign representative, is represented by McCarthy Tetrault LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Trade Creditors and a separate Official Committee of Tort Claimants. Pachulski Stang Ziehl & Jones LLP represents the Official Committee of Tort Claimants as bankruptcy counsel. The Official Committee of Unsecured Creditors has selected Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F. Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, D.C., as its bankruptcy counsel. TAR HEEL: Trustee's Sale of 2010 Nissan Rogue for $8K Approved -------------------------------------------------------------- Judge Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized the private sale by John Paul H. Cournoyer, Chapter 11 Trustee for Tar Heel Oil II, Inc. and Gambill Oil, LLC, of 2010 Nissan Rogue, VIN JN8AS5V2AW604346, to Brenda Hall-Cashion for $8,000. The Debtor owns the vehicle and there are no liens attached to it, as evidenced by the certificate of title. The Purchaser can be reached at: Brenda Hall 800 Forest Drive Wilkesboro, NC 28697 About Tar Heel Oil Tar Heel Oil II, Inc. is in the business of supplying gasoline to numerous gas stations and convenience stores. It owns personal property at many of these gas stations and convenience stores, including but not limited to underground storage tanks, dispenser equipment, canopies, cash registers, and other personal property associated with the sale of petroleum products. Tar Heel Oil II, Inc., and Gambill Oil, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 16-50216) on March 4, 2016. Arthur H. Lankford, president, signed the petitions. Tar Heel Oil disclosed assets of $3.18 million and debt of $6.03 million. Gambill Oil disclosed assets of $986,674 and debt of $3.28 million. The cases are assigned to Judge Benjamin A. Kahn. The Debtors tapped Charles M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Siegmund, LLP, as counsel; and Nelson & Company, PA serves as accountant. On Nov. 4, 2016, the court appointed John Paul Cournoyer as Chapter 11 trustee for the Debtors. The trustee retained John A. Northen, Esq., and Vicki L. Parrott, Esq., as his legal counsel. No official committee of unsecured creditors has been appointed in the case. TAR HEEL: Trustee's Sale of Tanks, Equipment for $5K Approved ------------------------------------------------------------- Judge Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized the sale by John Paul H. Cournoyer, Chapter 11 Trustee for Tar Heel Oil II, Inc. and Gambill Oil, LLC, of underground storage tanks and equipment to Raymer Oil Co. for $5,000. The sale is on "as is, where is" basis and free and clear of liens, with such any such liens being transferred to the sale proceeds. About Tar Heel Oil Tar Heel Oil II, Inc., and Gambill Oil, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 16-50216) on March 4, 2016. Arthur H. Lankford, president, signed the petitions. Tar Heel Oil disclosed assets of $3.18 million and debt of $6.03 million. Gambill Oil disclosed assets of $986,674 and debt of $3.28 million. The cases are assigned to Judge Benjamin A. Kahn. The Debtors tapped Charles M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Siegmund, LLP, as counsel; and Nelson & Company, PA serves as accountant. On Nov. 4, 2016, the court appointed John Paul Cournoyer as Chapter 11 trustee for the Debtors. The trustee retained John A. Northen, Esq., and Vicki L. Parrott, Esq., as his legal counsel. No official committee of unsecured creditors has been appointed in the case. TECHNOLOGY WAY: Asks for Court's OK to Use Cash Collateral ---------------------------------------------------------- Technology Way Holdings, LLC, seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral to continue the level of operations which is necessary and customary, for the Debtor's commercial property, nunc pro tunc to the petition date of July 7 , 2017. The Debtor asks that the Court conduct a hearing on the cash collateral use on or before July 20, 2017. Secured creditor PNC Bank -- owed by the Debtor $650,000 as of the Petition Date -- has a first mortgage and first priority security interest as to all assets, including rents. The Debtor seeks to use the cash collateral of PNC Bank until a sale is consummated as to the subject facility or Plan confirmed whichever is sooner. There have not been any recent payments to PNC Bank and there will be no payments for adequate protection or otherwise as there are insufficient funds to both maintain critical operations and make adequate protection payments. However, the continued operation of this business is in essence a material form of adequate protection as the Secured Party and all creditors will benefit from the going concern sale proposed then from a foreclosure and cessation of this business operation. PNC Bank has advised that it consents to the use of cash collateral for a period of 90 days. The Debtor's cash collateral request expressly provides for payment: out of operating revenue to pay for U.S. Trustee Fees pursuant to 28 U.S.C. Section 1930 and all additional law. To the extent additional U.S. Trustees fees are owed subsequent to the sale of the assets, the U.S. Trustee fees will be paid from the proceeds of the sale, the first $5,000 of which will be for U.S. Trustees fees. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/flsb17-18574-10.pdf About Technology Way Holdings Headquartered in Boca Raton, Florida, Technology Way Holdings, LLC, owns commercial condominiums at 1477 Techonology Way, Boca Raton, Florida, comprising of Units 1-201 and 1-202, approximately 4,595 square feet. Technology Way Holdings filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-18574) on July 7, 2017, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Emma T. Alvardo, manager. Judge Paul G. Hyman, Jr., presides over the case. Thomas L. Abrams, Esq., at Gamberg & Abrams serves as the Debtor's bankruptcy counsel. TMT PROCUREMENT: UST Trustee Wants Case Converted or Dismissed -------------------------------------------------------------- Judy A. Robbins, the United States Trustee for the Southern District of Texas, asks the U.S. Bankruptcy Court to convert the Chapter 11 cases of TMT Procurement Corporation and its debtor-affiliates to Chapter 7 liquidation proceedings or dismiss those cases. The U.S. Trustee notes that the Debtors' cases have been pending in chapter 11 for over four years, without resolution or conclusion or even the apparent hope or promise of a comprehensive settlement that would pave the road to a possible confirmation. Although many of the key constituencies have recently reached a settlement, this effort was not sufficient to result in a consensual plan. The U.S. Trustee relates that the bankruptcy cases involve various factions and a history of litigation and contentiousness that has become "a bottomless pit of professional expenses and use of judicial resources." Not only have these cases been the subject of motions to dismiss or convert or appoint a trustee, the appointment of an Examiner, and an expansion of powers of the Examiner, but they have also had numerous failed attempts at approval of disclosure statements and confirmation of various plans and amendments or supplements to plans. The latest plan was a plan of liquidation. However, it had too many unanswered questions for the disclosure statement to be approved and may be unconfirmable. None of these plans have moved the cases in a direction that could lead to an ultimate resolution, the U.S. Trustee tells the Court. "For that reason, these cases have only a future of costs without progress and should be converted to chapter 7 in order to maintain the value available for their constituencies," the U.S. Trustee says. As reported by the Troubled Company Reporter, the Debtors filed with the Bankruptcy Court a disclosure statement dated June 11, 2017, for the Debtor's amended joint plan of liquidation. Class 1 General Unsecured Claims are impaired by the Debtors' Plan. Allowed General Unsecured Claims in each class will receive one or more distributions from the liquidation account from time to time pursuant to the "Seventh Priority" described in Section 8.02(5)(vii), if any, on a pari passu basis with allowed lender deficiency claims. At the most recent June 13, 2017 hearing set for consideration of the Debtors' Disclosure Statement, the Court did not approve the Disclosure Statement because it had too many unanswered questions. The Court instead issued a Case Management Order setting July 20 as the deadline for any party-in-interest to file a motion seeking allowance of a 11 U.S.C. Sec. 507(b) claim, objections to any claim held by an affiliate of Mr. Hsin-Chi Su, also known as Nobu Su, the direct or indirect owner of all Debtors, a motion to convert one or more cases to Chapter 7, and any additional proposed plan and disclosure statement to be filed by any other party. All motions would be self-calendared for a hearing on September 25, 2017 at 9:00 a.m. at Houston, Courtroom 404 (MI). The deadline to object to any of the scheduled motions would be August 10, 2017. The U.S. Trustee relates that the last Operating Report filed by the Debtors was for the month of May 2017. The report reflects that the Debtors have no operations, no income, and ongoing expenses that continue to erode any remaining value to the estates. The Liquidation Analysis that the Debtors submitted with their last Disclosure Statement and Plan confirms this. The U.S. Trustee notes that the only remaining value in any of the cases is the cash and arguable causes of action against third parties and against each other. According to the last Operating Report, the cash balance for all the Debtors totals $8,683,328. The Liquidation Analysis identifies 12 of the Debtors that are "No Asset" debtors, meaning they have no cash or assets which can be easily liquidated. The Disclosure Statement is available at: http://bankrupt.com/misc/txsb13-33763-2734.pdf A hearing on the U.S. Trustee's request has been set by self-calendar to be heard on September 25. The U.S. Trustee is represented in the case by: Christine A. March Trial Attorney 515 Rusk, Suite 3516 Houston, Texas 77002 Telephone: (713) 718-4650 ext. 239 E-mail: christine.a.march@usdoj.gov About TMT Group Known in the industry as TMT Group, TMT USA Shipmanagement LLC and its affiliates own 17 vessels. Vessels range in size from 27,000 dead weight tons (dwt) to 320,000 dwt. TMT USA and 22 affiliates, including C. Ladybug Corporation, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-33740) in Houston, Texas, on June 20, 2013, after lenders seized seven vessels. Two of the cases were dismissed on July 23, 2013. The remaining 21 cases are jointly administered under TMT Procurement Corporation, Bankruptcy Case Number 13-33763. The Debtors are: (1) A Whale Corporation; (2) B Whale Corporation; (3) C Whale Corporation; (4) D Whale Corporation; (5) E Whale Corporation; (6) G Whale Corporation; (7) H Whale Corporation; (8) A Duckling Corporation; (9) F Elephant Inc; (10) A Ladybug Corporation; (11) C Ladybug Corporation; (12) D Ladybug Corporation; (13) A Handy Corporation; (14) B Handy Corporation; (15) C Handy Corporation; (16) B Max Corporation; (17) New Flagship Investment Co., Ltd; (18) RoRo Line Corporation; (19) Ugly Duckling Holding Corporation; (20) Great Elephant Corporation; and (21) TMT Procurement Corporation. The cases of TMT Shipmanagement LLC, (Case No. 13-33740), and F Elephant Corporation, (Case No. 13-33749). TMT filed a lawsuit in U.S. bankruptcy court aimed at forcing creditors to release the vessels so they can return to generating income. Judge Marvin Isgur presides over the case. TMT tapped attorneys from Bracewell & Giuliani LLP as bankruptcy counsel, and AlixPartners as financial advisors. The U.S. Trustee, in July 2013, appointed an official committee to represent the interests of all unsecured creditors. The Committee currently consists of the following creditors: China Shipping Car Carrier; Hyundai Samho Heavy Industries Co., Ltd.; KPI Bridge Oil Limited and KPI Bridge Oil Singapore Pte Ltd; Omega Bunker S.R.L.; China Ocean Shipping Agency Shanghai d/b/a Penavico Shanghai; Songa Shipping Pte, Ltd.; and Universal Marine Service Co., Ltd. In addition, Scandinavian Bunkering AS was appointed as an alternate, non-voting member of the Committee. The Committee retained Kelley, Drye & Warren LLP as its principal investigation/litigation counsel, Seward & Kissel LLP as its principal bankruptcy/restructuring/maritime counsel, and FTI Consulting as its financial advisor. TOP SHELV: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Top Shelv Worldwide, LLC 5117 Garfield Road Auburn, MI 48611 About the Debtor: Top Shelv previously sought bankruptcy protection on Aug. 31, 2015 (Bankr. E.D. Mich. Case No. 15-21770), which case had already been confirmed and is now closed. Chapter 11 Petition Date: July 14, 2017 Case No.: 17-21434 Court: United States Bankruptcy Court Eastern District of Michigan (Bay City) Judge: Hon. Daniel S. Opperman Debtor's Counsel: Edward J. Gudeman, Esq. GUDEMAN & ASSOCIATES, P.C. 1026 W. Eleven Mile Road Royal Oak, MI 48067 Tel: (248) 546-2800 E-mail: ejgudeman@gudemanlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stanley Dulaney, member. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb17-21434.pdf TRAILER VAN: Crim to Recover 100% Under Plan -------------------------------------------- Trailer Van Corp. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement dated June 30, 2017, referring to the Debtor's plan of reorganization. Class 1 allowed secured claim consists of Crim's Claim -- estimated at $5,860. The claim will be paid 100% on the effective date of the Plan or as agreed upon with the creditor. This class is impaired. Class 3 is comprised of the allowable unsecured creditors of the Debtor. The total amount owed under this class amounts to $349,966.33 although the amount would be substantially less after the Court rules on some objections to claim to be filed. This class is impaired. The Debtor will effect payment of allowed claims, with the available funds originating from the Debtor's operations and the collection of the Debtor's accounts receivable. In addition, the Debtor will sell, during the life of the Plan, real property in order to comply with the payments required under the Plan. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/prb16-07655-49.pdf Headquartered in Carolina, Puerto Rico, Trailer Van Corp. filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-07655) on Sept. 27, 2016, estimating its assets at up to $50,000 and its liabilities at between $100,001 and $500,000. Fausto David Godreau Zayas, Esq., at Godreau & Gonzalez Law serves as the Debtor's bankruptcy counsel. In June 1979, Frank Sanfilippo Sr. and his partner Peter Uscinowicz founded Trailer Van Corp., under the concept of bringing into the Island of Puerto Rico a mean of storage and mobile office trailer. TRIAL GUARANTY: Files Joint Plan of Reorganization -------------------------------------------------- BankruptcyData.com reported that Triad Guaranty filed with the U.S. Bankruptcy Court a Joint Plan of Reorganization for Triad Guaranty and Wolfgang Holdings. According to documents filed with the Court, "On the Effective Date, the term of the current members of the Debtor's board of directors shall expire and the New Board shall be appointed. The Reorganized Debtor's Board shall consist of three (3) members upon the Effective Date: (i) Manderson, (ii) William T. Ratliff, III (or other nominee of the Holders of the Previously Issued Common Stock), and (iii) one (1) nominee recommended by the Investors and agreed upon by the Plan Proponents. On the Effective Date, the New Board shall remove and replace the existing officers of the Debtor unless otherwise agreed by the New Board and such officers. The New Board shall hire and retain management for the Reorganized Debtor to manage the Reorganized Debtor and execute its growth strategy. The Proponents, certain Holders of more than 5% of the Previously Issued Common Stock, and the Investors shall enter a Stockholders' Agreement containing customary terms and conditions, including, without limitation, provisions for the nomination of and voting for candidates for the New Board. From and following the Effective Date, Manderson or his designee shall be entitled to receive annual Cash bonus payments equal to 5% of the amount of the gross Tax Savings of the Reorganized Debtor (or its successor) attributable to the Reorganized Debtor's use, if any, of NOLs or similar Tax attributes following the Effective Date, including, without limitation, all NOLs or similar Tax attributes arising from future tax losses, for as long as Manderson remains a director or officer of the Reorganized Debtor or its successors; provided however, that the calculation of gross Tax Savings shall exclude any Tax Savings attributable to utilization of the NOLs or similar tax attributes in connection with taxable income or discharge of indebtedness of TGIC or TGAC." About Triad Guaranty Winston-Salem, N.C.-based Triad Guaranty Inc. (OTC BB: TGIC) --http://www.triadguaranty.com/-- is a holding company that historically provided private mortgage insurance coverage in the United States through its wholly-owned subsidiary, Triad Guaranty Insurance Corporation. TGIC is a nationwide mortgage insurer pursuing a run-off of its existing in-force book of business. In December 2012, the Company's mortgage insurer subsidiary, Triad Guaranty Insurance Corporation, was placed into rehabilitation, whereby the Illinois Department of Insurance was vested with possession and control over all of TGIC's assets and operations. On May 30, 2013, the magistrate judge for the U.S. District Court of the Middle District of North Carolina issued an order denying the Company's motion to dismiss a class action lawsuit against the company and two of its former officers. Shareholders filed the class action suit in 2009, claiming the company misled investors about poor financial results caused by improper underwriting procedures. Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-11452) on June 3, 2013. The Company estimated assets of at least $100 million and liabilities of less than $50,000. Thomas M. Horan, Esq., at Shaw Fishman Glantz & Towbin LLC replaced Womble Carlyle Sandridge & Rice, LLP, as counsel to the Debtor. Thomas M. Horan, Esq., previously worked at Womble Carlyle Sandridge & Rice, LLP. The Debtor tapped Donlin, Recano & Company, Inc., as claims and noticing agent. TRUE RELIGION: Hires Maeva Group as Financial Advisor ----------------------------------------------------- True Religion Apparel, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Maeva Group, LLC, as financial advisor to the Debtors. True Religion requires Maeva Group to: a. advise and assist the Company in its analysis and monitoring of the Debtors' historical, current and projected financial affairs, including as appropriate without limitation, periodic operating reports, analyses of cash receipts and disbursements, analyses of cash flow forecasts, analyses of various asset and liability accounts, and, to the extent applicable, schedules of assets and liabilities and statements of financial affairs, and analyses of potential transactions; b. analyze the Debtors' business plan and help develop and provide advice with respect to potential restructuring transactions available to the Debtor; c. analyze monthly monitoring reports provided by the Debtor to effectively evaluate the Debtors' performance on an ongoing basis; d. assist and advise the Debtors in evaluating and analyzing restructuring proposals of the Debtors; e. assist the Debtors and its counsel in the negotiation of any and all aspects of any potential restructuring transaction; f. attend the Debtors meetings as may be required in the role of advisors to the Debtors; g. review and provide analysis of plans of reorganization and disclosure statements relating to the Debtors; h. provide testimony in support of Debtors' pre-arranged Chapter 11 Plan, as appropriate; i. assist and advise the Debtors in reviewing and evaluating any court motions filed or to be filed by the Debtor or any other parties-in-interest, if applicable; j. provide other services that are consistent with the Debtors' needs, in keeping with the objectives of the Project and services rendered to date; and k. participate in meetings and discussions between the Debtors, on the one hand, and various stakeholder constituencies and their respective professionals, on the other. Maeva Group will be paid at these hourly rates: a. Retainer' Fee: The Debtors shall pay Maeva Group a monthly retainer of $175,000 payable in cash in advance on the first business day of each calendar month during the term of the engagement. b. Completion Fee: The Debtors shall pay Maeva Group a separate fee (the "Completion Fee") upon completion of any transaction or series of rebated transactions resulting from the Project consummated during the Term (collectively, a Restructuring), in an amount in cash equal to $3,000,000, after netting credits for paid monthly Retainer Fee. c. Expenses: The Debtors shall reimburse Maeva Group for all reasonable and actual documented out-of-pocket expenses associated with the engagement. The Debtors shall maintain a $50,000 deposit with Maeva Group to cover any unpaid expenses. During the one-year period prior to the commencement of the Chapter 11 case, Maeva Group has received $2,100,000 from the Debtors for professional fees, and an additional $4,656.45 in expense reimbursements incurred prior to the Petition Date. During the 90 days immediately preceding the Petition Date, Maeva Group received fee payments totaling $525,000 and no expense reimbursement payments, and continues to hold a $175,000 retainer for the payment of its fee for the month of August 2017. Harry J. Wilson, chief executive officer of Maeva Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Maeva Group can be reached at: Harry J. Wilson MAEVA GROUP, LLC 7 Renaissance Square, 3rd Floor White Plains, NY 10601 Tel: (914) 510-0003 About True Religion Apparel, Inc. Manhattan Beach, California-based True Religion Apparel Inc. designs and markets denim, sportswear and accessories for men, women and children under the "True Religion" brand. Founded by Jeff Lubell in 2002, the Company sells its products through wholesale and retail channels on six continents and through their websites at http://www.truereligon.com/and http://www.last-stitch.com/As of July 5, 2017, the True Religion Brand Jeans retailer had 140 True Religion and Last Stitch brick-and-mortar stores. True Religion has been controlled by TowerBrook Capital Partners since its take-private transaction in July 2013. True Religion Apparel and four affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11460) on July 5, 2017, after obtaining secured stakeholder support for a restructuring that would reduce debt by over $350 million. The Debtor had $243.3 million in assets against $534.7 million of liabilities as of Jan. 28, 2017. The company's legal advisors include Wachtell Lipton Rosen & Katz and Pachulski Stang Ziehl & Jones. The company's financial advisor is MAEVA Group, LLC. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Unaffiliated Prepetition First and Second Lien Lenders -- which signed the RSA -- tapped Akin Gump Strauss Hauer & Feld LLP as counsel and Moelis & Company, LLP, as financial advisor. The Office of the U.S. Trustee on July 12, 2017, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of True Religion Apparel, Inc. and its affiliates. TRUE RELIGION: Hires Pachulski Stang as Bankruptcy Counsel ---------------------------------------------------------- True Religion Apparel, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Pachulski Stang Ziehl & Jones LLP, as counsel to the Debtors. True Religion requires Pachulski Stang to: a. provide legal advice with respect to the Debtors' powers and duties as debtor in possession in the continued operation of their business and management of their property; b. prepare on behalf of the Debtors any necessary applications, motions, answers, orders, reports, and other legal papers; c. appear in Court on behalf of the Debtors; d. prepare and pursue confirmation of a plan and approval of a disclosure statement; and e. perform other legal services for the Debtors that may be necessary and proper in the bankruptcy proceedings. Pachulski Stang will be paid at these hourly rates: Partners $625-$1,245 Of Counsel $575-$995 Associates $450-$595 Paraprofessionals $275-$350 Pachulski Stang has received payments from the Debtors during the year prior to the petition date in the amount of $2,350,000, including the Debtors' filing fees for the bankruptcy case, in connection with the preparation of initial documents and the prepetition representation of the Debtors. Pachulski Stang will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Pachulski Stang represented the client in the 12 month period prepetition. During such representation, the billing rates for Pachulski Stang remained the same as the billing rates disclosed in the Application. The material financial terms for the prepetition engagement remained the same as the engagement was hourly- based. The billing rates and material financial terms for the postpetition period remain the same as the prepetition period. The standard hourly rates of Pachulski Stang are subject to periodic adjustment in accordance with the Firm's practice. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes. The Client has approved budget and staffing plan for approximately the first 13 weeks of the case. In accordance with the 2013 UST Guidelines, the budget may be amended as necessary to reflect changed circumstances or unanticipated developments. Laura Davis Jones, partner of Pachulski Stang Ziehl & Jones LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Pachulski Stang can be reached at: Laura Davis Jones, Esq. David M. Bertenthal, Esq. James E. O'Niell, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: ljones@pszjlaw.com dbertenthal@pszjlaw.com joneill@pszjlaw.com About True Religion Apparel, Inc. Manhattan Beach, California-based True Religion Apparel Inc. designs and markets denim, sportswear and accessories for men, women and children under the "True Religion" brand. Founded by Jeff Lubell in 2002, the Company sells its products through wholesale and retail channels on six continents and through their websites at http://www.truereligon.com/and http://www.last-stitch.com/As of July 5, 2017, the True Religion Brand Jeans retailer had 140 True Religion and Last Stitch brick-and-mortar stores. True Religion has been controlled by TowerBrook Capital Partners since its take-private transaction in July 2013. True Religion Apparel and four affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11460) on July 5, 2017, after obtaining secured stakeholder support for a restructuring that would reduce debt by over $350 million. The Debtor had $243.3 million in assets against $534.7 million of liabilities as of Jan. 28, 2017. The company's legal advisors include Wachtell Lipton Rosen & Katz and Pachulski Stang Ziehl & Jones. The company's financial advisor is MAEVA Group, LLC. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Unaffiliated Prepetition First and Second Lien Lenders -- which signed the RSA -- tapped Akin Gump Strauss Hauer & Feld LLP as counsel and Moelis & Company, LLP, as financial advisor. The Office of the U.S. Trustee on July 12, 2017, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of True Religion Apparel, Inc. and its affiliates. TRUE RELIGION: Hires Prime Clerk as Claims and Noticing Agent ------------------------------------------------------------- True Religion Apparel, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC, as claims and noticing agent to the Debtors. True Religion requires Prime Clerk to: a. prepare and serve required notices and documents in the bankruptcy case in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtor and the Court, including (i) notice of the commencement of the case and the Chapter 11 case and the initial meeting of creditors under the Bankruptcy Code, (ii) notice of any claims bar date, (iii) notices of transfer of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtor's plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan and (vii) all other notices, orders, pleadings, publications and other documents as the Debtor or Court may deem necessary or appropriate for an orderly administration of the Chapter 11 case; b. maintain an official copy of the Debtor's schedules of assets and liabilities and statement of financial affairs, listing the Debtor's known creditors and the amounts owed thereto; c. maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a core mailing list consisting of all parties described in sections 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; updated said lists and make said lists available upon request by a party-in-interest or the Clerk; d. furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by the bankruptcy Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; e. maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; f. for all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven business days of service which includes (i) either a copy of the notice served or the docket number and title of the pleading served, (ii) a list of persons to whom it was mailed, in alphabetical order, with their addresses, (iii) the manner of service ,and (iv) the date served; g. process all proofs of claim received, including those received by the Clerk's Office, and check said processing for accuracy, and maintain the original proofs of claim in a secure area; h. maintain the official claims register for the Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Register; and specify in the Claims Registers the following information for each claim docketed (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classifications of the claim, (vi) the applicable Debtor, and (vii) any disposition of the claim; i. provide public access to the Claims Registers, including complete proofs of claim with attachments, if any, without charge; j. implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; k. record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); l. relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Kurtzman, not less than weekly; m. upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the claims register for the Clerk's review; n. monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and changes to the claims register and any service or mailing lists, including to identify and eliminate duplicative names and address from such lists; o. identify and correct any incomplete or incorrect addresses in any mailing or service lists; p. assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtor or the Court, including through the use of a case website and call center; q. monitor the Court's docket in the Chapter 11 case and, when filings are made in error or containing errors, alert the filing party of such error and work with them to correct any such error; r. if the Chapter 11 case is converted to Chapter 7 of the Bankruptcy Code, contact the Clerk's Office within three days of the notice to Prime Clerk of entry of the order converting the case; s. 30 days prior to the close of the bankruptcy case, request the Debtor submits to the Court a proposed Order dismissing Prime Clerk as Claims and Noticing Agent and terminating the services in such capacity upon completion of its duties and responsibilities and upon the closing of the Chapter 11 case; t. within seven days of notice to Prime Clerk of entry of an order closing the Chapter 11 case, provide to the bankruptcy Court the final version of the claims register as of the date immediately before the close of the case; and u. at the close of the Chapter 11 case, (i) box and transport all original documents, in proper format, as provided by the Clerk's Office, to (A) the Philadelphia Federal Records Center, 14700 Townsend Road, Philadelphia, PA 19154 or (B) any other location requested by the Clerk's Office; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived claims. Prime Clerk will be paid at these hourly rates: Director of Solicitation $210 Solicitation Consultant $195 COO and Executive VP No charge Director $175-$195 Consultant/Senior Consultant $65-$170 Technology Consultant $33-$95 Analyst $30-$50 Prime Clerk will be paid a retainer in the amount of $40,000. Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Frishberg, co-president and chief operating officer of Prime Clerk LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Prime Clerk can be reached at: Michael J. Frishberg PRIME CLERK LLC 830 3rd Avenue, 9th floor New York, NY 10022 Tel: (212) 257-5445 E-mail: mfrishberg@primeclerk.com About True Religion Apparel, Inc. Manhattan Beach, California-based True Religion Apparel Inc. designs and markets denim, sportswear and accessories for men, women and children under the "True Religion" brand. Founded by Jeff Lubell in 2002, the Company sells its products through wholesale and retail channels on six continents and through their websites at http://www.truereligon.com/and http://www.last-stitch.com/ As of July 5, 2017, the True Religion Brand Jeans retailer had 140 True Religion and Last Stitch brick-and-mortar stores. True Religion has been controlled by TowerBrook Capital Partners since its take-private transaction in July 2013. True Religion Apparel and four affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11460) on July 5, 2017, after obtaining secured stakeholder support for a restructuring that would reduce debt by over $350 million. The Debtor had $243.3 million in assets against $534.7 million of liabilities as of Jan. 28, 2017. The company's legal advisors include Wachtell Lipton Rosen & Katz and Pachulski Stang Ziehl & Jones. The company's financial advisor is MAEVA Group, LLC. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Unaffiliated Prepetition First and Second Lien Lenders -- which signed the RSA -- tapped Akin Gump Strauss Hauer & Feld LLP as counsel and Moelis & Company, LLP, as financial advisor. The Office of the U.S. Trustee on July 12, 2017, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of True Religion Apparel, Inc. and its affiliates. TUGG TRUCKING: Disclosures OK'd; Plan Hearing on Sept. 7 -------------------------------------------------------- The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the District of Idaho has approved Tugg Trucking Inc.'s first amended disclosure statement dated June 30, 2017, referring to the Debtor's first amended Chapter 11 plan dated June 30, 2017. A hearing on confirmation of the Plan has been set for Sept. 7, 2017, at 9:00 a.m. Objections to the plan confirmation must be filed by Aug. 24, 2017. Aug. 24, 2017, is the last day for filing and serving written acceptances or rejections of the Plan. About Tugg Trucking Tugg Trucking Inc., an Idaho corporation formed in June 2011, is in the business of hauling crude oil in several states, including North Dakota. A $218,156 judgment obtained by the State of North Dakota's Workforce Safety & Insurance in August 2016 hurt Tugg Trucking's ability to obtain ongoing workers' compensation insurance. Tugg Trucking filed a Chapter 11 petition (Bankr. D. Idaho Case No. 16-40960) on Oct. 12, 2016. The petition was signed by Staci Sneddon, secretary. The Hon. Jim D Pappas is the case judge. The Debtor disclosed $783,200 in assets and $1,370,000 in liabilities. The Debtor tapped Holly Roark, Esq., at Roark Law Offices, in Boise, Idaho, as counsel. No trustee, examiner or statutory committee has been appointed in the Chapter 11 case. UNIVERSAL SOFTWARE: Unsecureds to Recover 5% Under Liquidation Plan ------------------------------------------------------------------- Universal Software Corporation filed with the U.S. Bankruptcy Court for the District of Massachusetts a disclosure statement dated July 5, 2017, with respect to the Debtor's Chapter 11 liquidation plan dated July 5, 2017. The Plan is a liquidation plan in which the Debtor proposes to distribute the proceeds received from the sale of substantially all of its assets to FirstTek in connection with the sale motion, including the Carve-Out Funds, in accordance with the Plan. Under the Plan, the Debtor will establish a fund in the amount of $110,000, utilizing the Carve-Out Funds from which it will make one $110,000 dividend distribution to the general unsecured creditors on or within 30 days following the Effective Date of confirmation of the Plan in a pro rata amount to holders of Allowed General Unsecured Claims. The Debtor estimates general unsecured claims at approximately $2 million. The total distribution to holders of Allowed General Unsecured Claims will represent an estimated 5% dividend on their Allowed Claim, depending on the ultimate amount of Allowed General Unsecured Claims after objections, if any, are filed and a final determination made. This class is impaired under the Plan and each member is entitled to vote to accept or reject the Plan. The following payments will be made on or within 30 days following the Effective Date: 1. Class Two TVT Financial Secured Claim: $5,000 2. Class Three General Unsecured Claims: $110,000 3. Administrative Expense Claims: $95,000 4. Priority Wage Claims: $72,750 (at 97%) 5. Priority Tax Claims: $16,250 (at 97%) ------------ TOTAL: $299,000 All distributions under the Plan will be made by the Debtor's counsel Riley & Dever, P.C., as disbursing agent for the Debtor. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mab16-40872-288.pdf About Universal Software Corporation Universal Software Corporation was formed in 1992 in Massachusetts as an IT consulting, software development, and IT project management services firm. Its offices are located at 1 Olde North Road, Chelmsford, Massachusetts. The Debtor was a provider of IT staffing services to various companies, itself, or through its 99% owned affiliate USoft Technologies India Private Limited, an India corporation. Debtor provided staffing services that placed, in U.S. companies, individuals in the employ of the Debtor to fill the U.S. companies' IT staffing requirements. At the time of the Chapter 11 filing, the Debtor had 90 full time employees. The Debtor filed for Chapter 11 protection (Bankr. D. Mass. Case No. 16-40872) on May 18, 2016. The petition was signed by Kishore Deshpande, president. The Debtor is represented by George J. Nader, Esq., at Riley & Dever, P.C. Judge Christopher J. Panos presides over the case. The Debtor estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. The Office of the U.S. Trustee appointed the Official Committee of Unsecured Creditors on July 1, 2016. The Committee hired Posternak Blankstein & Lund LLP as counsel. US DATAWORKS: Sale of Office Assets to TBB for $1.8M Approved ------------------------------------------------------------- Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas entered an agreed order authorizing US Dataworks, Inc., to sell office assets to The Bankers Bank ("TBB") for $1,790,000. The sale is sale is free and clear of all liens, claims and other interests. The office assets consist of machinery and equipment (if any), office equipment and supplies, inventory (if any), and name and goodwill. The terms of the APA permitting the Debtor to close the sale contemplated and to pay TBB all prepetition and postpetition amounts owed are approved. The assumption, curing of defaults and assignment of the Counter-party contracts is approved. The Debtor's assumption and assignment of that Clearingworks and Clearinsight License and Service Agreement dated as of May 7,2012between the Debtor and TBB-The Independent Bankers Bank, as subsequently amended by that Amendment to Clearingworks License, Maintenance and Support Agreement dated as of Aug. 1, 2015 to TBB is approved. Any defaults (if any) to the Counterparty contracts as set forth in Schedule 1.01(a)(xi) of the APA will be cured by paying the default amounts (if any) to such affected Counterparty from the proceeds of the sale to TBB, upon the closing of such sale, and such procedure is approved. About US Dataworks Headquartered in Sugar Land, Texas, US Dataworks, Inc. (otc pinksheets:UDWK) -- http://www.usdataworks.com/-- is a software and technology provider serving the financial services sector. Its board of directors currently consists of two directors -- John Penrod and Joe Saporito. Mr. Penrod is also the Debtor's CEO and president who has been with the company since 2010. Mr. Saporito is the CAO for Rackspace Managed Hosting. US Dataworks filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-32765) on May 1, 2017. Mr. Penrod signed the petition. At the time of filing, the Debtor disclosed $2.67 million in assets and $3.98 million in liabilities. The case is assigned to Judge Jeff Bohm. The Debtor is represented by Wayne Kitchens, Esq., at Hughes Watters Askanase LLP. No trustee or examiner has been appointed in the case. VANDERHALL EXOTICS: Hires Nima Taherian as Counsel -------------------------------------------------- Vanderhall Exotics of Houston, L.L.C., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ the Law Office of Nima Taherian, as counsel to the Debtor. Vanderhall Exotics requires Nima Taherian to: a. help reorganize the Debtor's debts by and through development of a Chapter 11 plan and disclosure statement; b. analyze proofs of claim and institute non-routine objections to proofs of claim asserted against the estate and to prosecute all contested objections to proofs of claim asserted against the estate; c. investigate executory contract relationships of the Debtor and to institute any necessary proceedings to obtain authority to assume or reject such executory contracts; d. prosecute and defend its interests in regards to the property of the estate. Nima Taherian will be paid at the hourly rate of $400. The firm will be paid a retainer in the amount of $8,283. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Nima Taherian, sole attorney of the Law Office of Nima Taherian, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Nima Taherian can be reached at: Nima Taherian, Esq. LAW OFFICE OF NIMA TAHERIAN 701 N. Post Oak Rd, Ste 216 Houston, TX 77024 Tel: (713) 540-3830 Fax: (713) 862-6405 About Vanderhall Exotics of Houston, L.L.C. Global Motorcars -- http://www.globalmotorcars.com/-- is a dealer of exotic and sports super cars. Housed in a 30,000-square foot, contemporary showroom mirroring the charm of a posh Las Vegas Hotel, Global Motorcar's exquisite selection of collectibles live in ultimate viewing pleasure amidst the tones of fast fashion dance music. The Company offers luxury car icons like Bugatti, Lamborghini, Rolls Royce and Bentley. Vanderhall Exotics of Houston, L.L.C., based in Stafford, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-34196) on July 5, 2017. The Hon. David R Jones presides over the case. Nima Taherian, Esq., at the Law Office of Nima Taherian, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by John Leontaritis, managing member. VANGUARD NATURAL: Court Approves Settlement With Encana Oil ----------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved Vanguard Natural Resources' emergency motion to enter into a settlement with Encana Oil & Gas (USA). As previously reported, "Under the Settlement Agreement Vanguard will assign to Encana certain mineral interests to the Settlement Agreement (the 'Transferred Interests'), which are located in Glasscock County, Texas, free and clear of all liens, claims and encumbrances, use commercially reasonable efforts to deliver releases of all liens and security interests that encumber wells drilled and leaseholder interests earned by Encana in Andrews County, Texas, and pay Encana $5 million upon the effective date of a chapter 11 plan for the Debtors. Vanguard and Encana will continue to perform their respective obligations to each other under the Joint Operating Agreements for the Glasscock and Andrews County operations. These contested issues include, without limitation, Encana's asserted property interests in all of Vanguard's Glasscock County assets, not merely the Transferred Interests, Encana's newly asserted administrative expense claim for $70 million, Encana's appeal of the Court's order authorizing the sale of undeveloped acreage in Glasscock County, and Encana's objections to various provisions of the Debtors' chapter 11 plan." About Vanguard Natural Resources Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard's assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. Vanguard Natural Resources, LLC, and certain subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30560) on Feb. 2, 2017. The Chapter 11 cases are assigned to the Hon. Judge Marvin Isgur. The Debtors listed total assets of $1.54 billion and total debt of $2.3 billion as of Feb. 1, 2017. Paul Hastings LLP is serving as legal counsel and Evercore Partners is acting as financial advisor to Vanguard. Opportune LLP is the Company's restructuring advisor. Prime Clerk LLC is serving as claims and noticing agent. Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017, appointed three creditors to serve on the official committee of unsecured creditors appointed in the Debtor's case. The Committee hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI Consulting, Inc., as financial advisor. The Company on March 16, 2017, filed a motion with the Bankruptcy Court disclosing a Stipulation and Agreed Order entered into on March 15, 2017, by and between the Debtors and certain unaffiliated holders of its Preferred Units and common units pursuant to which the Debtors and the Ad Hoc Equity Committee agreed, among other things, that professionals for the Ad Hoc Equity Committee would be funded by the Debtors' estates for services performed within a defined scope and subject to agreed caps on fees and expenses as described in the Stipulation and Agreed Order. Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil, Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at Gardere Wynne Sewell LLP. Attorneys for Citibank, N.A, as administrative agent under the Third Amended and Restated Credit Agreement, dated as of Sept. 30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP. * * * The Court has approved the disclosure statement explaining Vanguard Natural Resources, LLC and certain subsidiaries' Second Amended Joint Plan of Reorganization, dated May 31, 2017. Upon consummation of the Plan, the Company will sell all of its assets to a corporation owned by those parties participating in the rights offering and the second lien lenders in exchange for the assumption of the Company's first lien debt, the assumption of the Company's second lien debt, a cash payment from the Acquiring Corporation, common stock of the Acquiring Corporation and warrants to acquire common stock of the Acquiring Corporation. VAUGHAN FITNESS: Unsecureds May Get $250 Per Month for 5 Yrs. ------------------------------------------------------------- Vaughan Fitness filed with the U.S. Bankruptcy Court for the District of Nevada a disclosure statement dated July 5, 2017, referring to the Debtor's plan of reorganization. Class 6 General Unsecured Claims are impaired by the Plan. All unsecured creditors might be paid $250 a month commencing on the Effective Date of the Plan, and continuing for 60 months or complete satisfaction of all valid claims, whichever is earlier. These monies are subject to administrative expenses being paid first. The Debtor averages over $20,000 a month in gross income and has expenses of rent ($7800), taxes ($3000), salaries ($4000), car payment ($973), insurance ($300), cable ($300), office expenses ($500) and cleaning ($300). Before the Effective Date of the Plan, the Debtor may retain a distribution agent. Upon confirmation, the Debtor will start making monthly distributions to the Distribution Agent, if one is utilized, under the Plan. If a Distribution Agent is utilized, that individual shall begin, as soon as practical, making pro rata payments to appropriate distributees. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nvb16-14940-46.pdf About Vaughan Fitness Headquartered in Las Vegas, Nevada, Vaughan Fitness is a location fitness center with professional personal training as well as on-site personal training and fitness programs. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 16-14940) on Sept. 8, 2016, estimating its assets at up to $50,000 and its liabilities at betweeen $100,001 and $500,000. Seth D Ballstaedt, Esq., at The Ballstaedt Law Firm, was initially hired to serve as the Debtor's bankruptcy counsel. The U.S. Trustee objected to the application, and the Court denied the employment request. David A. Riggi, Esq., Law Office of David A. Riggi now serves as the Debtor's bankruptcy counsel. VIGNAHARA LLC: Unsecureds to Recover 100% Under Plan ---------------------------------------------------- Vignahara, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a fifth amended disclosure statement-liquidation dated July 3, 2017, referring to the Debtor's third amended plan-liquidation. The escrow agent will pay each of the Class 8 General Unsecured Claims upon presentation of an order permitting their payment. With the unsecured portion of the claim filed by Harris County/Houston Sports, these claims total $37,815.06. The escrow agent, Stewart Title Company, will pay each holder of a General Unsecured Claim 100% of their General Unsecured Claims upon presentation of an order permitting the distribution. Following the closing of the sale and the transfer of its property to M. Patel's assignee, Diwali Houston East, LLC, the Debtor now needs to liquidate its assets. Its only asset is the Escrow Fund. The Escrow Fund is being held by the Escrow Agent who is subject to the sale court order which instructed that the Escrow Agent could not make any distributions, except as noted in the Sale Order and except upon further Court order. The Debtor now seeks to implement the procedures whereby it can obtain those orders. First Western has a pending motion whereby it seeks an order permitting payment of $14,866.83. Otherwise, First Western will be paid in full. The Debtor's primary remaining prepetition debt is the 2016 ad valorem taxes in the filed amount of $85,125. The only other significant unsecured prepetition debt is the approximately $28,000 owing to Red Roof Inn (which the Debtor proposes to offset by an unused deposit of $25,000). There are also some minor trade debts owing which, including the unsecured portion of the claim filed by Houston/Harris County Sports, total $37,815.06. There are ample funds to pay all of these. To the extent that they are not addressed, they will be dealt with in subsequent orders. The Escrow Fund has a balance of $727,829.25. The Debtor also has a retainer with HHDU of $30,000 to be applied toward those fees and costs. The Fifth Amended Disclosure Statement-Liquidation is available at http://bankrupt.com/misc/txnb16-32261-157.pdf As reported by the Troubled Company Reporter on Jan. 19, 2017, the Court entered on Jan. 11, 2017, an agreed order approving the Debtor's fourth amended disclosure statement referring to the Debtor's plan of reorganization. The only objection to the Disclosure Statement was filed by First Western. About Vignahara LLC Vignahara, LLC, is a Texas limited liability company formed on Aug. 12, 2013. It is a family run business. Jagdishbhai Patel and Binal Patel are the sole mangers and members of the Debtor. The Debtor's sole asset is a 112-room hotel located at 11999 East Freeway in Houston, Texas, which until recently was operated as a Red Roof Inn franchise. It has operated under the name of Red Roof Inn East Houston. The Debtor filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-32261) on June 6, 2016. The petition was signed by Binal Patel, member. The Debtor is represented by Russell W. Mills, Esq., at Hiersche, Hayward, Drakeley & Urbach, P.C. The case is assigned to Judge Barbara J. Houser. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. WESTECH CAPITAL: Ch. 11 Trustee Seeks Chapter 7 Conversion ---------------------------------------------------------- Gregory S. Milligan, the Chapter 11 Trustee of Westech Capital Corp., asks the U.S. Bankrutpcy Court for the Western District of Texas in Austin to convert the Debtor's Chapter 11 case to Chapter 7 liquidation proceedings. For the reasons stated on the record at the status hearing held on June 29, 2017, the Chapter 11 Trustee was unable to confirm the Chapter 11 Plan and therefore believes this case should proceed in Chapter 7, Mr. Milligan says. A hearing on the Chapter 11 Trustee's request is set for August 3, 2017, at 1:30 p.m., at the U.S. Bankruptcy Court, Homer J. Thornberry Federal Judicial Bldg., 903 San Jacinto Blvd., Austin, Texas 78701. Mr. Milligan is represented in the case by: Nathaniel Peter Holzer, Esq. Shelby A. Jordan, Esq. Jordan, Hyden, Womble, Culbreth, & Holzer, P.C. 500 North Shoreline Blvd., Suite 900 Corpus Christi, TX 78401 Telephone: 361.884.5678 Facsimile: 361.888.5555 E-mail: sjordan@jhwclaw.com pholzer@jhwclaw.com About Westech Capital Corp. Westech Capital Corp is a financial services holding company. Its primary business operating subsidiary is Tejas Securities Group, Inc. Westech Capital Corp., fka Tejas, Inc., filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 16-10300) on March 14, 2016. The petition was signed by Gary Salamone, CEO. Stephen A. Roberts, Esq., at Strasburger & Price, serves as counsel to the Debtor. Westech estimated $1 million to $10 million in both assets and liabilities. The Chapter 11 case was originally filed by Westech, under the guidance and operations of its board of directors. Subsequent to the filing, certain parties and parties-in-interest moved to appoint a Chapter 11 Trustee as a result of allegations of insider mishandling of the affairs of the Debtor and failing to disclose material or significant relationships. On July 29, 2016, the Court ordered the appointment of a Chapter 11 Trustee, and, thereafter, the Office of the U.S. Trustee appointed Gregory S. Milligan as the Chapter 11 Trustee, an appointment approved by an order of the Court on Aug. 10, 2016. The Trustee tapped Jordan, Hyden, Womble, Culbreth, & Holzer, P.C., in Corpus Christi, Texas, as counsel in the case. WILLIAM LYLE: Gregg Ray Buying Valdosta Property for $325K ---------------------------------------------------------- William F. Lyle and Mary Ann Lyle ask the U.S. Bankruptcy Court for the Middle District of Georgia to authorize the private sale of real property located at 3174 Joseph Road, Valdosta, Georgia to Gregg A. Ray for $325,000. The Debtors are advised that the market value of the Property is approximately $325,000. The Property is encumbered by a potential lien in favor of Capital City Bank. Upon information and belief, Capital City holds the first priority lien. The United States Small Business Administration ("USSBA") holds a second priority lien. All net proceeds will be paid to Capital City up to the amount of its debt. Any balance Capital City's claim will be paid to USSBA. Houston Asphalt Paving and Sealcoating, LLC holds a fi fa recorded on Aug. 31, 2016, which is after the filing of the chapter 7 case. Its lien is in bona fide dispute. It is a private sale with a real estate commission. All commissions are limited to $5,500, so the Debtors will net $319,500. The Debtors feel that the offer submitted by the Buyer is fair and reasonable under the circumstances and that a sale of the Property would be beneficial to all parties in interest. They will sell the estate's interest in the Property free and clear of liens, claims and encumbrances, with any liens, claim or encumbrances attaching only to the proceeds of sale. Accordingly, the Debtors ask the Court to approve the relief sought. A copy of the Purchase and Sale Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/William_Lyle_136_Sales.pdf The Purchaser can be reached at: Gregg A. Ray P.O. Box 862 Nashville, GA 31639 Telephone: (229) 686-5531 E-mail: greggrayandson.com Capital City Bank can be reached at: CAPITAL CITY BANK c/o David Sandra, Registered Agent 325, 5th St. Macon, GA 31201 Counsel for Debtor: Wesley J. Boyer, Esq. BOYER LAW FIRM, L.L.C. 348 Cotton Avenue, Suite 200 Macon, GA 31201 Telephone: (478) 742-6481 E-mail: Wes@WesleyJBoyer.com William F. Lyle and Mary Ann Lyle sought Chapter 11 protection (Bankr. M.D. Ga. Case No. 15-11575) on Nov. 30, 2015 WILLIAM LYLE: Sunshine Holdings Buying Cairo Property for $200K --------------------------------------------------------------- William F. Lyle and Mary Ann Lyle ask the U.S. Bankruptcy Court for the Middle District of Georgia to authorize the private sale of real property located at 238, 240, and 242 5th Street, NE, in Cairo, Georgia, to Sunshine Holdings of Grady County, LLC, for $200,000. The Debtors are advised that the market value of the Property is approximately $200,000. The Property is encumbered by a potential lien in favor of Capital City Bank. Upon information and belief, Capital City holds the first priority lien. The United States Small Business Administration ("USSBA") holds a second priority lien. All net proceeds will be paid to Capital City up to the amounts of its allowed secured claim. Any balance Capital City's claim will be paid to USSBA. Houston Asphalt Paving and Sealcoating, LLC holds a fi fa recorded on Aug. 31, 2016, which is after the filing of the chapter 7 case. Its lien is in bona fide dispute. It is a private sale with no real estate commission. After expenses, the Debtors expect to net $190,000. The Debtors feel that the offer submitted by the Buyer is fair and reasonable under the circumstances and that a sale of the Property would be beneficial to all parties in interest. They will sell the estate's interest in the Property free and clear of liens, claims and encumbrances, with any liens, claim or encumbrances attaching only to the proceeds of sale. Accordingly, the Debtors ask the Court to approve the relief sought. A copy of the Purchase and Sale Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/William_Lyle_138_Sales.pdf The Purchaser can be reached at: SUNSHINE HOLDINGS OF GRADY COUNTY, LLC P.O. Box 1344 Cairo, GA 39828 Attn: Robery H. Bearden, Member/Manager Capital City Bank can be reached at: CAPITAL CITY BANK c/o David Sandra, Registered Agent 325, 5th St. Macon, GA 31201 William F. Lyle and Mary Ann Lyle sought Chapter 11 protection (Bankr. M.D. Ga. Case No. 15-11575) on Nov. 30, 2015 WILLIAMSTON COMMUNITY SD: Moody's Cuts $38.4M GO Debt Rating to Ba1 ------------------------------------------------------------------- Moody's Investors Service has downgraded to Ba1 from Baa1 the rating on the Williamston Community Schools MI's general obligation (GO) debt. Williamston has $38.4 million of rated GO debt outstanding. The downgrade to Ba1 reflects the district's chronically weak financial position that necessitates high levels of cash flow borrowing. Given its narrow reserve position and limited revenue raising flexibility, the district is poorly positioned to respond to any future shocks such as an acceleration of enrollment losses or a cut to state aid. The rating additionally incorporates the district's moderately sized tax base with above-average wealth levels and elevated debt and pension burdens. Rating Outlook The outlook is stable as the downgrade incorporates Moody's expectations that the financial position of the district will remain very weak and could deteriorate further should the district experience negative variances. Factors that Could Lead to an Upgrade Increase to financial reserves and liquidity position Decreased reliance on borrowing for cash flow Moderation of debt and pension burdens Factors that Could Lead to a Downgrade Deterioration of the financial position beyond current expectations Increases to cash flow borrowing that result in reduced borrowing capacity under state limits Substantial Increase to debt or pension burden Legal Security The bonds are secured by the district's general obligation unlimited tax (GOULT) pledge. The GOULT pledge for Michigan school districts carries the full faith and credit pledge of the school district, and has a separate dedicated debt service levy, through collection of ad valorem taxes on all taxable property. The pledge is not secured through statute, nor does it benefit from a lockbox. Use of Proceeds. Not applicable Obligor Profile Williamston Community School District covers 59 square miles and encompasses the city of Williamston (NR) and portions of surrounding townships. The district's population was estimated at 10,241 as of the 2015 and its current enrollment is estimated at 1,808. Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. WIREPATH LLC: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global ratings assigned its 'B' corporate credit rating to Charlotte, N.C.-based Wirepath LLC. At the same time, S&P said, "we assigned our 'B' issue-level and '3' recovery ratings to the company's proposed $50 million revolver expiring in 2022 and $265 million first-lien term loan due in 2024. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of payment default. "The rating reflects our assessment of Wirepath's limited operating scale, narrow focus on home AV and networking product markets, and potential industry cyclicality related to residential home construction and remodeling. Those risks are partially mitigated by the company's established customer base and brand recognition among professional custom installation integrators. "The stable outlook on Wirepath reflects our expectation that the company's established integrator customer base and relationships, as well as healthy demand for home AV components, will support revenue growth over the next 12 months. "We could lower the rating if the company's operating performance deteriorates because of heightened competition, or if management adopts a more aggressive acquisition or shareholder return policy such that leverage exceeds 6.5x." WORDSWORTH ACADEMY: Has Court's Interim Nod to Use M&T Bank's Cash ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Pennsylvania has entered an interim order approving Wordsworth Academy, et al.'s limited use of cash collateral to meet the ordinary cash needs of the Debtors for the payment of actual expenses of the Debtors necessary to (a) maintain and preserve the Debtors' assets, and (b) continue operation of its business, including approved payroll and payroll taxes, and insurance expenses. The Debtors' right to use cash collateral will expire on the earlier of (a) the entry of a subsequent interim court order, (b) the entry of the final court order, or (c) entry of a court order otherwise terminating the Debtors' right to use cash collateral. A hearing to consider the Debtor's request to use cash collateral will be held on Aug. 7, 2017, at 11:00 a.m. Objections to the Debtors' cash collateral use must be filed by July 31, 2017. M&T Bank consents to the Debtors' use of cash collateral. As adequate protection, the Debtors are authorized and directed to pay to M&T: i. ongoing payments in cash on a current basis, no less than monthly, and including any amounts incurred prior to the Petition Date, equal to the amount of accrued and unpaid interest on the term loan (at the non-default rate of interest specified in the term note), the first of payments will be made within two business days following entry of the interim court order and all subsequent payments will be made on or before the first business day of each month; and ii. a one-time payment in the amount of $2,934.97, to repay in full the amounts due and owing to M&T in connection with the Purchase Card Facility, which payment will be made within two business days following entry of the interim court order. M&T is granted valid, enforceable, non-avoidable, and fully perfected, first priority postpetition security interests and liens in and upon all property of the Debtors. A copy of the Interim Order is available at: http://bankrupt.com/misc/paeb17-14463-64.pdf As reported by the Troubled Company Reporter on July 7, 2017, the Debtors sought court permission to use cash collateral of the existing secured lender and grant adequate protection to secured lender. The Debtors' only prepetition secured lender with an interest in cash collateral is M&T Bank: (a) the Debtors are parties to a Term Note dated April 8, 2015, in favor of M&T Bank and pursuant to which M&T Bank provided the Debtors with a term loan in the original principal amount of $6 million; (b) the Debtors are also parties to that certain Third Amended and Restated Daily Adjusting LIBOR Revolving Line Note dated Sept. 7, 2016 pursuant to which M&T Bank provided Debtors with access to a revolving line of credit in the amount of $5 million; (c) Wordsworth is party to an Agreement for Visa Charge Cards and Card Products, pursuant to which M&T Bank issued Debtors with several corporate credit cards. About Dilworth Paxson LLP Philadelphia, Pennsylvania-based Wordsworth Academy is a non-profit that provides education, behavioral health and child welfare services to children and youth who have emotional, behavioral and academic challenges. Wordsworth provides services through two Community Umbrella Agencies. CUA 5 provides services to children and families in the 35th and 39th Police Districts in Philadelphia, encompassing much of North Central Philadelphia. CUA 10 provides services to children and families in the 16th and 19th Police Districts in Philadelphia, encompassing much of West Philadelphia. Wordsworth Academy, along with Wordsworth CUA 5, LLC, and Wordsworth CUA 10, LLC, sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 17-14463) on June 30, 2017. Donald Stewart, the CFO, signed the petitions. Wordsworth Academy estimated assets and debt of $10 million to $50 million. The Hon. Ashely M. Chan is the case judge. Dilworth Paxson LLP is serving as counsel to the Debtors, with the engagement led by Lawrence G. McMichael, Esq., Peter C. Hughes, Esq., and Anne M. Aaronson, Esq. Getzler Henrich & Associates LLC serves as financial advisor, and Donlin, Recano & Company, Inc., serves as claims and noticing agent. WORLD IMPORTS: Disclosures OK'd; Plan Hearing on Aug. 23 -------------------------------------------------------- The Hon. Stephen Raslavich has approved World Imports South, LLC's disclosure statement dated June 21, 2017, referring to the Debtor's Chapter 11 plan. Plan confirmation hearing is set for Aug. 23, 2017, at 1:30 p.m. Objections to the plan confirmation must be filed by Aug. 17, 2017. Written acceptances or rejections of the Plan must be filed by Aug. 3, 2017. About World Imports Headquartered in Philadelphia, Pennsylvania, World Imports South, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 13-15933) on July 3, 2013, estimating its assets at between $1 million and $10 million. The petitions were signed by Marc Luber, managing member. Judge Stephen Raslavich presides over the case. John E. Kaskey, Esq., at Braverman Kaskey, P.C., serves as the Debtor's counsel. Affiliates World Imports, Ltd. (Bankr. E.D. Pa. Case No. 13-15929), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934) and World Imports Chicago, LLC (Bankr. E.D. Pa. 13-15935) simultaneously filed for Chapter 11. WP DELUXE: Moody's Assigns B3 CFR; Outlook Stable ------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR) to WP Deluxe Merger Sub, Inc. Concurrently, Moody's assigned B2 ratings to the proposed first lien bank credit facilities and a Caa2 rating to the proposed second lien term loan. The rating outlook is stable. WP Deluxe Merger Sub, Inc. is a new legal entity that has been established as a part of a transaction whereby an affiliate of Warburg Pincus, LLC is acquiring a majority stake in Duravant LLC from Odyssey Investment Partners, LLC. The current management team will continue to own a minority stake in the firm. WP Deluxe Merger Sub, Inc. will be the initial borrower under the credit facilities. Following the consummation of the buyout, WP Deluxe Merger Sub, Inc. will merge with and into Engineered Machinery Holdings, Inc. with Engineered Machinery Holdings, Inc. being the surviving entity. Engineered Machinery Holdings, Inc. is an indirect parent holding company of Duravant LLC. For the purposes of this credit discussion, Moody's will refer to WP Deluxe Merger Sub, Inc., Engineered Machinery Holdings, Inc., and its wholly owned subsidiaries collectively as "Duravant." The following ratings have been assigned: Issuer: WP Deluxe Merger Sub, Inc. -- Corporate Family Rating, Assigned B3 -- Probability of Default Rating, Assigned B3-PD -- $70 Million Senior Secured First Lien Revolving Credit Facility due 2022, Assigned B2 (LGD3) -- $565 Million ($500 Million drawn at close) Senior Secured First Lien Term Loan due 2024, Assigned B2 (LGD3) -- $235 Million ($210 Million drawn at close) Senior Secured Second Lien Term Loan due 2025, Assigned Caa2 (LGD5) -- Outlook, Assigned Stable The ratings assigned are subject to Moody's receipt and review of final documentation upon the close of the proposed transaction. The following ratings remain unchanged and will be withdrawn upon the close of the proposed transaction and the repayment in full of the existing bank credit facilities: Issuer: Duravant LLC -- Corporate Family Rating, at B2 -- Probability of Default Rating, at B2-PD -- $25 Million Senior Secured First Lien Revolving Credit Facility due 2020, at B1 (LGD3) -- EUR 90 Million ($102.52 Million) Senior Secured First Lien Term Loan due 2022, at B1 (LGD3) -- $174.57 Million Senior Secured First Lien Term Loan due 2022, at B1 (LGD3) -- $50 Million Senior Secured Second Lien Term Loan due 2023, at Caa1 (LGD6) -- Outlook, at Stable RATINGS RATIONALE Duravant's B3 Corporate Family Rating (CFR) broadly reflects the elevated financial risk associated with the company's high leverage, financial sponsor ownership and acquisition strategy. Following the close of its sale to Warburg Pincus, LLC, debt to EBITDA will be about 7.6 times. Moody's expects debt to EBITDA will improve but remain above 6.0x over the next eighteen months as Moody's anticipates Duravant will fund acquisitions with incremental debt proceeds from its delayed draw term loans. The rating also acknowledges Duravant's very small scale in a fragmented and competitive industry. Moody's believes industry consolidation will continue and over time will lead to increased competition and margin pressure. However, Duravant's EBITA to interest expense is expected to remain solid at about 2.2 times which mitigates a level of leverage that is more indicative of a Caa rating. In addition, Duravant is strongly positioned in its niche packaging equipment, material handling and food processing segments. Its material handling and packaging segments are benefiting from secular tailwinds notably the strong growth of e-commerce and the migration to flexible packaging from rigid. Duravant's revenue streams also enjoy a degree of stability thanks to its sizeable and growing base of installed machines which supports growth in its aftermarket business and the stickiness of its customer relationships. Such stability lends itself well to a leveraged capital structure. Importantly, the company's asset-light business model supports favorable working capital dynamics and low capital requirements, supporting strong internal cash generation. Moody's expectations that Duravant will maintain very good liquidity is a key ratings factor that will be vital to allowing the company to remain competitive with such a heavy debt burden. The stable ratings outlook reflects Moody's expectations of at least low single to mid-digit organic revenue growth and EBITDA margin maintenance at current levels (25% to 27% range). The stable outlook also acknowledges that Moody's expects the pace of deleveraging to be slow as a large portion of free cash flow is applied towards acquisitions than towards debt repayment and as its delayed draw term loans are utilized to help finance acquisitions. Although unlikely in the near-term as leverage is expected to remain elevated and the company's scale is small, ratings could be upgraded should operating performance and financial policy (including acquisitions) support debt to EBITDA remaining below 6.0x and EBITA to interest expense remaining above 2.0x. The ratings could be downgraded if operating trends deteriorated such that Moody's adjusted Debt-to-EBITDA (factoring in pro forma acquired EBITDA) was expected to be sustained above 7.50 times along with EBITA-to-interest below 1.25x. Deteriorations in liquidity could also prompt a downgrade. The proposed first lien bank credit facilities consist of a $70 million first lien revolving credit facility and a $565 million term loan of which $65 million will be a delayed draw to fund acquisitions for twelve months post-close. Duravant is also raising a $235 million second lien term loan of which $25 million will also be a delayed draw to support acquisitions. The first lien bank credit facilities are rated B2, one notch above the B3 CFR reflecting their senior position in the capital structure ahead of the second lien facilities and the other unsecured obligations. The Caa2 rating on the second lien facilities is two notches below the CFR, representing its junior position in the capital structure. Duravant, headquartered in Downers Grove, IL, designs and assembles packaging (approximately 52% of 2016 pro forma revenue), material handling (31% of revenue) and food processing equipment (17% of revenue) for a number of industries, including food and beverage, consumer products, e-commerce and distribution, retail, and agriculture and produce. Following the proposed acquisition, Duravant will be owned by affiliates of Warburg Pincus, LLC. Pro forma revenue for the last twelve months ended March 31, 2017 was approximately $361 million. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. WRAP MEDIA: Sale of All Assets to BrunoCo for $1.65MM Approved -------------------------------------------------------------- Judge Hannah L. Blumenstiel of the U.S. Bankruptcy Court for the Northern District of California authorized Wrap Media, LLC, and its Official Committee of Unsecured Creditors to sell substantially all of the Debtor's assets to BrunoCo, Inc., for $1,652,700. The sale is free and clear of all liens, claims, interests and encumbrances. The Court also approves the Debtor's assumption of the Assumed Contracts, and the assignment of these Contracts to the Buyer. The Seller will pay each Cure Amount up to, but not exceeding $10,000 in the aggregate, with the Buyer paying any amounts in excess of $10,000. Contemporaneously with the Closing, the Debtor is authorized to wire $1,035,882 to the Lead Lender in full and complete satisfaction of the Postpetition Indebtedness. The Debtor will reserve $325,000 until the time as the claim secured by the replacement liens granted to Silicon Valley Bank has been liquidated. Once determined by agreement or otherwise, the Debtor is authorized to wire immediately available funds in full and complete satisfaction of the SVB Secured Claim to an account designated by the Buyer. The oral motion of the Debtors Wrap Media, Inc., and Wrap Media, LLC, to enter into a certain License Agreement is granted. About Wrap Media Wrap Media LLC owns a mobile engagement and messaging platform that supercharges marketing, sales and customer service. Wrap Media, Inc., conducts no operations. Wrap Media, Inc.'s sole asset is an approximately 60% equity interest in Wrap Media, LLC. WMI was the financing vehicle for the enterprise, raising several rounds of equity and obtaining $9.5 million of convertible debt financing. WMI has four creditors consisting of three convertible note holders owed an aggregate of approximately $10 million and joint liability on the secured debt held by SVB. Wrap Media, LLC, and holding company Wrap Media, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case Nos. 16-31325 and 16-31326) on Dec. 10, 2016. The petitions were signed by Eric Greenberg, chief executive officer. The Court entered an order jointly administering the two cases but vacated this order upon Wrap Media, LLC's oral motion on April 7, 2017. The cases are assigned to Judge Hannah L. Blumenstiel. At the time of the filing, the Debtors estimated their assets at $1 million to $10 million and liabilities at $10 million to $50 million. The Debtors hired St. James Law, P.C., as their legal counsel; and Beyer Law Group, LLP, as special counsel. Kranz & Associates was hired for outsourced operations. On Jan. 31, 2017, the U.S. trustee for Region 17 appointed an official committee of unsecured creditors. The Committee's attorneys are Tobias S. Keller, Esq., Keith A. McDaniels, Esq., and Dara L. Silveria, Esq., at Keller & Benvenutti LLP, in San Francisco, California. [^] BOND PRICING: For the Week from July 10 to 14, 2017 ------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- AM Castle & Co CASL 5.250 15.000 12/30/2019 AM Castle & Co CASL 7.000 58.000 12/15/2017 American Eagle Energy Corp AMZG 11.000 0.933 9/1/2019 Appvion Inc APPPAP 9.000 53.000 6/1/2020 Appvion Inc APPPAP 9.000 51.500 6/1/2020 Armstrong Energy Inc ARMS 11.750 40.000 12/15/2019 Armstrong Energy Inc ARMS 11.750 40.000 12/15/2019 Avaya Inc AVYA 10.500 9.063 3/1/2021 Avaya Inc AVYA 10.500 8.550 3/1/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 40.125 6/15/2021 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 7.875 26.585 4/15/2022 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 26.250 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 23.625 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 23.625 10/15/2020 Buffalo Thunder Development Authority BUFLO 11.000 38.250 12/9/2022 Caesars Entertainment Operating Co Inc CZR 5.750 86.250 10/1/2017 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chesapeake Energy Corp CHK 2.750 99.000 11/15/2035 Chesapeake Energy Corp CHK 2.500 98.875 5/15/2037 Chesapeake Energy Corp CHK 2.500 99.125 5/15/2037 Chukchansi Economic Development Authority CHUKCH 9.750 44.500 5/30/2020 Chukchansi Economic Development Authority CHUKCH 9.750 44.750 5/30/2020 Cinedigm Corp CIDM 5.500 35.000 4/15/2035 Claire's Stores Inc CLE 9.000 50.250 3/15/2019 Claire's Stores Inc CLE 8.875 10.750 3/15/2019 Claire's Stores Inc CLE 6.125 46.500 3/15/2020 Claire's Stores Inc CLE 7.750 12.125 6/1/2020 Claire's Stores Inc CLE 9.000 46.250 3/15/2019 Claire's Stores Inc CLE 6.125 47.500 3/15/2020 Claire's Stores Inc CLE 9.000 50.250 3/15/2019 Claire's Stores Inc CLE 7.750 12.125 6/1/2020 Cobalt International Energy Inc CIE 2.625 32.000 12/1/2019 Cumulus Media Holdings Inc CMLS 7.750 28.811 5/1/2019 EV Energy Partners LP / EV Energy Finance Corp EVEP 8.000 52.322 4/15/2019 EXCO Resources Inc XCO 7.500 72.028 9/15/2018 Egalet Corp EGLT 5.500 48.500 4/1/2020 Emergent Capital Inc EMGC 8.500 46.075 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 6.500 12.500 11/15/2024 Energy Future Holdings Corp TXU 6.550 12.500 11/15/2034 Energy Future Holdings Corp TXU 9.750 29.250 10/15/2019 Energy Future Holdings Corp TXU 5.550 9.250 11/15/2014 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 23.000 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 30.000 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 24.250 10/15/2019 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GenOn Energy Inc GENONE 9.500 64.500 10/15/2018 GenOn Energy Inc GENONE 9.500 63.625 10/15/2018 GenOn Energy Inc GENONE 9.500 72.000 10/15/2018 Global Brokerage Inc GLBR 2.250 42.000 6/15/2018 Gulfmark Offshore Inc GLFM 6.375 35.000 3/15/2022 Gymboree Corp/The GYMB 9.125 1.000 12/1/2018 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Illinois Power Generating Co DYN 7.000 35.375 4/15/2018 Illinois Power Generating Co DYN 6.300 36.250 4/1/2020 IronGate Energy Services LLC IRONGT 11.000 33.000 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 33.000 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 33.000 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 33.000 7/1/2018 Jack Cooper Holdings Corp JKCOOP 9.250 52.750 6/1/2020 Jo-Ann Stores LLC JAS 8.125 99.977 3/15/2019 Jo-Ann Stores LLC JAS 8.125 99.985 3/15/2019 Las Vegas Monorail Co LASVMC 5.500 0.833 7/15/2019 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 MF Global Holdings Ltd MF 3.375 27.500 8/1/2018 MModal Inc MODL 10.750 10.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 19.375 7/1/2026 Morgan Stanley MS 3.656 100.000 7/20/2017 Morgan Stanley MS 3.153 99.203 7/22/2017 Morgan Stanley MS 2.922 99.041 7/28/2017 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.748 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.748 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.748 5/15/2019 Nine West Holdings Inc JNY 8.250 25.063 3/15/2019 Nine West Holdings Inc JNY 6.875 14.500 3/15/2019 Nine West Holdings Inc JNY 8.250 23.250 3/15/2019 Nuverra Environmental Solutions Inc NESC 12.500 21.000 4/15/2021 OMX Timber Finance Investments II LLC OMX 5.540 10.000 1/29/2020 Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018 Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018 Pernix Therapeutics Holdings Inc PTX 4.250 31.000 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 30.351 4/1/2021 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 48.250 10/1/2018 RS Legacy Corp RSH 6.750 0.555 5/15/2019 RS Legacy Corp RSH 6.750 0.555 5/15/2019 Renco Metals Inc RENCO 11.500 22.250 7/1/2003 Rolta LLC RLTAIN 10.750 15.683 5/16/2018 Samson Investment Co SAIVST 9.750 7.960 2/15/2020 SandRidge Energy Inc SD 7.500 1.923 2/15/2023 SunEdison Inc SUNE 2.375 2.313 4/15/2022 SunEdison Inc SUNE 5.000 10.500 7/2/2018 SunEdison Inc SUNE 2.750 2.250 1/1/2021 SunEdison Inc SUNE 0.250 2.313 1/15/2020 SunEdison Inc SUNE 2.000 2.188 10/1/2018 SunEdison Inc SUNE 2.625 2.313 6/1/2023 SunEdison Inc SUNE 3.375 2.001 6/1/2025 TMST Inc THMR 8.000 18.750 5/15/2013 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 62.125 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 62.125 2/15/2018 TerraVia Holdings Inc TVIA 5.000 35.750 10/1/2019 TerraVia Holdings Inc TVIA 6.000 60.962 2/1/2018 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Trans-Lux Corp TNLX 8.250 20.125 3/1/2012 UCI International LLC UCII 8.625 6.875 2/15/2019 Vanguard Natural Resources LLC / VNR Finance Corp VNR 7.875 20.500 4/1/2020 Vanguard Operating LLC VNR 8.375 50.000 6/1/2019 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Investment Management Corp WAC 4.500 33.500 11/1/2019 iHeartCommunications Inc IHRT 10.000 100.000 1/15/2018 iHeartCommunications Inc IHRT 6.875 57.980 6/15/2018 rue21 inc RUE 9.000 0.500 10/15/2021 rue21 inc RUE 9.000 4.400 10/15/2021 ********* 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 ***