/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170724.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 24, 2017, Vol. 21, No. 204 Headlines 1775686 ONTARIO: Green Bean Files for Bankruptcy in Canada 444 EAST 13: Case Summary & Largest Unsecured Creditors 7614 FOURTH REAL ESTATE: Taps Mishiyeva Law as Legal Counsel ACCUDYNE INDUSTRIES: Moody's Raises CFR to B3; Outlook Stable ACCUDYNE INDUSTRIES: S&P Raises CCR to 'B' on Repaid Debt ALGODON WINES: Declares Quarterly Dividend on Preferred Stock ALL SAINTS CARE: August 18 Plan and Disclosure Statement Hearing ALL SAINTS CARE: Plan Outline Okayed, Plan Hearing on Aug. 18 APRO LLC: Moody's Assigns B2 Corporate Family Rating AQUION ENERGY: Resumes Operations After Chapter 11 Exit B&F LANDSCAPE: Plan Outline Okayed, Plan Hearing on Aug. 17 BAILEY'S EXPRESS: Taps Pullman & Comley as Legal Counsel BELK INC: Bank Debt Trades at 15% Off BILL BARRETT: Provides Commodity Price and Derivatives Update BISHOP GORMAN: $500,000 DIP Financing From Service Campaign OK'd BLAIR OIL: Implementation and Execution of Chapter 11 Plan Revised BUCKTAIL MEDICAL: Hearing on Plan Confirmation Set for Sept. 7 CAFE TIRAMISU: Case Summary & 17 Largest Unsecured Creditors CALMARE THERAPEUTICS: Incurs $3.82 Million Net Loss in 2016 CANNELLE PATISSERIE: Exit Plan to Pay Unsecured Creditors 5% CAPITAL TEAS: May Use Cash Until July 31, Obtain $175K Financing CAR CHARGING: Robert Schweitzer Appointed to Board of Directors CARRINGTON FARMS: Seeks to Use $160K Cash Through Oct. 31 CARRINGTON FARMS: Unsecureds to Get 50% Dividend in 120 Months CARVER BANCORP: Form 10-K Delay Triggers Nasdaq Noncompliance CARVER BANCORP: Will Restate Previously Filed Financial Statements CAYOT REALTY: Wells Fargo Opposes Approval of Plan CHANDLER HEALTH: Case Summary & 20 Largest Unsecured Creditors CHIEFTAIN SAND: Unsecureds to Get Nothing Under Liquidating Plan CORONA BUMPERS: Access to Continental's Cash Collateral Denied CORONA BUMPERS: Bid to Use Merchant Cash Collateral Denied CRIMSON INVESTMENT: Disclosures OK'd; Plan Hearing on Aug. 17 CROWN CASTLE: Moody's Affirms (P)Ba1 Sr. Subordinate Shelf Rating DAVID'S BRIDAL: Bank Debt Trades at 24% Off DEXTERA SURGICAL: Has 40M Outstanding Common Shares as of July 18 DIAMONDHEAD CASINO: John St. Peter Resigns as Director DURHAM STUDENT ASSOC: BlueTree Advisors to Wind Up Assets DURON SYSTEMS: Seeks to Hire Baker & Associates as Attorneys EAST BAY DRY: August 24 Hearing on Plan Confirmation EMEDICAL STRATEGIES: Hearing on Plan Outline Approval on Aug. 10 ESTEBAN DISTRIBUTOR: Unsecured Priority Claims to be Paid in 60 Mos FIELDPOINT PETROLEUM: Closes Sale of 401 Net Acres in New Mexico FULLCIRCLE REGISTRY: Appoints Four Directors to Board GENERAL NUTRITION: Bank Debt Trades at 6% Off GENON MID-ATLANTIC: Moody's Assigns Caa1 CFR; Outlook Negative GFI GROUP: Moody's Affirms Ba2 CFR & Revises Outlook to Negative GRAND DAKOTA: Voluntary Chapter 11 Case Summary GRANDPARENTS.COM INC: Unsecured Creditors to Recover Up to 71% GREEN TERRACE: Case Summary & 16 Unsecured Creditors H&E EQUIPMENT: Moody's Affirms B1 CFR; Outlook Stable HARRINGTON & KING: May Use Cash Collateral Through July 27 HARTFORD COURT: May Use Cash Collateral Until Aug. 28 HUGHES SATELLITE: Moody's Affirms B1 CFR; Outlook Positive IGNITE RESTAURANT: To Fund Chapter 11 Plan from Sale of Assets IHEARTCOMMUNICATIONS INC: Extends Notes Exchange Offer Deadline IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offers INDIAN JEWELERS: Case Summary & 20 Largest Unsecured Creditors INTERNATIONAL BRIDGE: Wants to Extend Cash Use Until Sept. 30 ION GEOPHYSICAL: Receives Noncompliance Notice from NYSE ITUS CORP: Lewis Titterton Appointed as Director J.G. NASCON: Sept. 20 Hearing on Plan Confirmation KAZBAR LLC: Seeks to Hire Allen Barnes & Jones as Counsel KCST USA: Has Court's Nod to Use Cash Collateral of Axia Net LA SABANA: Disclosures Approved; Plan Outline Hearing on Sept. 20 LB VENTURES: Unsecured Creditors to be Paid 10% in 5 Years LDJ ENTERPRISE: Taps Middleton Law Office as Legal Counsel LIGHTSTONE GENERATION: Bank Debt Trades at 2% Off LINDERIAN COMPANY: Plan Outline Okayed, Plan Hearing on Aug. 23 LTS GROUP: S&P Puts 'B' CCR on CreditWatch Pos. Amid Crown Deal MARINA BIOTECH: Inks License Pact With Oncotelic for SMARTICLES MARKS FAMILY: Taps Steinhilber Swanson as Legal Counsel MARTIN'S VIEW: Wants to Use EagleBank, et al.'s Cash Collateral MCCLATCHY CO: Reports $37.4 Million Net Loss for Second Quarter MEG ENERGY: Bank Debt Trades at 3% Off MFR RENTAL: August 30 Plan Confirmation Hearing MOTORS LIQUIDATION: Sets Aside $30M to Fund Q2 Wind-Down Cost MT. OLIVE BAPTIST: Wants to Use First Citizens' Cash Collateral MULTI-COLOR CORP: S&P Puts 'BB-' CCR on CreditWatch Negative NEW CAL-NEVA: 100% Recovery for Unsecureds Under PBGL/NCP Plan NORTHEAST ENERGY: Hearing on Plan Outline Continued to Oct. 5 NORTHEAST ENERGY: Total Amt. of Unsecured Claims Increase to $1.7MM NORTHERN POWER: Shareholders Elected 9 Directors NORTHWEST PEDIATRIC: Latest Plan to Pay Alexian $10,375 per Quarter NOVA TERRA: Wants Exclusive Plan Filing Deadline Moved to Jan. 12 NUVERRA ENVIRONMENTAL: Fried & Pachulski Represent Ascribe & Gates PACIFIC DRILLING: Unit's Consent Solicitation Expires Aug. 2 PALATIAL INVESTMENT: Plan Confirmation Hearing Set for Sept. 19 PANADERIA ZULMA: Plan Confirmation Hearing on Aug. 15 PANADERIA ZULMA: Plan Outline Okayed, Plan Hearing on Aug. 15 PERFUMANIA HOLDINGS: David Konckier Has 5.7% Stake as of Dec. 31 PETSMART INC: Bank Debt Trades at 6% Off PME MORTGAGE: Taps Zolkin Talerico as Restructuring Counsel PRECISION DRILLING: Moody's Alters Outlook to Stable & Affirms CFR PREMIER MARINE: Committee Taps Fafinski Mark as Bankruptcy Counsel PRESCOTT VALLEY: Disclosures OK'd; Sept. 6 Plan Approval Hearing RED OAK: S&P Hikes 2029 $160MM Series B Bonds' Rating to 'BB-' RELIANCE INTERMEDIATE: Moody's Hikes CFR to Ba1; Outlook Stable RENNOVA HEALTH: Closes $4.1 Million Debentures Offering RESIDENTIAL CAPITAL: Underwriters Must Produce Pre-Oct. 2008 Docs REVLON CONSUMER: Moody's Cuts CFR to B2; Outlook Stable RICEBRAN TECHNOLOGIES: Redeems $6.6 Million Debentures RO & SONS: Unsecured Creditors to be Paid 100% in 72 Mos. at 3% ROSENBAUM FARM: Case Summary & Largest Unsecured Creditors RUE21 INC: Prepetition Term Loan Secured Claimants to Get Up to 54% RYCKMAN CREEK: WIC Blocks Approval of 4th Amended Plan Disclosures S&S HOLDING: Hires Exit Premier Real Estate as Broker SAILING EMPORIUM: Must Make Adequate Protection Payment for April SEACOR HOLDINGS: Moody's Withdraws B3 Corporate Family Rating SEARS CANADA: Liquidation Sales in Closing Stores Ongoing SEARS CANADA: Stock Removed From NASDAQ Listing SEATEQ CORPORATION: Case Summary & 17 Largest Unsecured Creditors SEMCRUDE L.P.: 3rd Cir. Affirms Ruling in Oil Producers' Case SERO TRANSPORT: Plan Confirmation Hearing on Aug. 17 SKY HARBOR: Files Chapter 11 Plan of Liquidation SPECTRUM HEALTHCARE: Has Interim Nod to Continue Using Cash STEVE'S FROZEN: Hearing on Plan Disclosures Set for Aug. 23 SULLIVAN VINEYARDS: To Pay Unsecureds in 2 Semiannual Installments TESORO CORP: Moody's Hikes Senior Unsecured Rating From Ba1 TOTAL OFFICE: Has Court's Final OK to Use Cash Collateral TRINIDAD DRILLING: Moody's Alters Outlook to Stable & Affirms CFR TRITON AVIATION: Claims Filing Deadline Set for October 5 UTE MESA LOT 2: 999 Ute Avenue Taps Shumaker as Legal Counsel VANGUARD NATURAL: Amended Plan Okayed, Sees Aug. 1 Chapter 11 Exit VC AIRPORT: Voluntary Chapter 11 Case Summary VELLANO CORPORATION: Case Summary & 20 Largest Unsecured Creditors VYCOR MEDICAL: Fountainhead Reports 54.44% Stake as of June 30 WALTER INVESTMENT: Bank Debt Trades at 9% Off WEST BATON: Unsecureds To Be Paid in Full Under Plan WESTERN ENERGY: Moody's Hikes Corporate Family Rating to Caa1 WORLD IMPORTS: Disclosures OK'd; Plan Hearing on Aug. 23 YOGA CENTER: Taps Michael Sheridan as Attorney YOU PROPERTIES: Franklin County Treasurer to Get $27,565 [*] Moody's B3 Negative and Lower Corp. Ratings List Drops in June [^] BOND PRICING: For the Week from July 17 to July 21, 2017 ********* 1775686 ONTARIO: Green Bean Files for Bankruptcy in Canada ---------------------------------------------------------- The bankruptcy of 1775686 Ontario o/a Green Bean Roasting Company of the City of Oakville, occurred on July 13, 2017, and the first meeting of creditors will be held on July 28, 2017, at 10:30 a.m., at the office of the trustee, 365 Evans Avenue, Suite 609, Etobicoke, Ontario. The trustee can be reached at: Charles Advisory Services Inc. Licensed Insolvency Trustee 365 Evans Avenue, Suite 609 Etobicoke, ON M8Z 1K2 Tel: (416) 486-9660 Fax: (416) 486-8024 444 EAST 13: Case Summary & Largest Unsecured Creditors ------------------------------------------------------- Affiliated debtors that filed Chapter 11 petitions on July 21, 2017: Debtor Case No. ------ -------- E. 9th St. Holdings LLC 17-23141 c/o GC Realty Advisors LLC 7280 West Palmetto Park Road, Suite 203-N Boca Raton, FL 33433 E. 10th St. Holdings LLC 17-23142 c/o GC Realty Advisors LLC 7280 West Palmetto Park Road, Suite 203-N Boca Raton, FL 33433 444 East 13 LLC 17-23143 c/o GC Realty Advisors LLC 7280 West Palmetto Park Road, Suite 203-N Boca Raton, FL 33433 Type of Business: 444 East 13 LLC owns and operates a residential apartment building located at 444 East 13th Street in the east village neighborhood of Manhattan, New York. The Property is valued at $11 million. E. 9th St. Holdings owns and operates a residential apartment building located at 332 East 9th Street in the east village neighborhood of Manhattan, New York, valued at $8.82 million. E. 10th St. Holdings owns and operates a residential apartment building located at 251 East 10th Street in the east village neighborhood of Manhattan, New York, which Property is valued at $7.5 million. The properties are encumbered by mortgages to 444 Lender LLC and E Village Lender LLC (assigned to Metropolitan Commercial Bank). The Debtors defaulted on their mortgage obligations and in order to preserve their assets for the benefit of the creditors and to preserve priorities of creditors, the Debtors filed the Chapter 11 cases. Chapter 11 Petition Date: July 21, 2017 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtors' Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 E-mail: amg@robinsonbrog.com Scheduled assets and liabilities: Total Total Assets Liabilities --------- ----------- E. 9th St. Holdings $8,850,000 $6,020,000 E. 10th St. Holdings $7,590,000 $3,980,000 444 East 13 LLC $11,030,000 $8,980,000 The petitions were signed by David Goldwasser, authorized signatory of GC Realty Advisors LLC, Manager. Pending bankruptcy cases filed by affiliates: Petition Debtor Court Case No. Date ------------------- ----- -------- --------- AC I Manahawkin LLC S.D.N.Y. 14-22793 6/04/14 AC I Toms River LLC S.D.N.Y. 16-22023 1/08/16 BCH Capital LLC S.D.N.Y. 17-22384 3/15/17 Cypress Way LLC S.D.N.Y. 17-22383 3/15/17 East Village Properties LLC, et al. S.D.N.Y. 17-22453 3/28/17 Romad Realty Inc. S.D.N.Y. 15-20007 9/28/15 West 41 Property LLC S.D.N.Y. 16-22393 3/25/16 E. 9th St. Holdings' list of 14 unsecured creditors is available for free at http://bankrupt.com/misc/nysb17-23141.pdf E. 10th St. Holdings' list of nine unsecured creditors is available for free at http://bankrupt.com/misc/nysb17-23142.pdf 444 East 13 LLC's list of 20 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Accurate Funding LLC $2,000,000 c/o Jeffrey Fleischmann, Esq. 150 Broadway, Suite 900 New York, NY 10038 ALC Environmental $6,385 Belkin Burden Wenig & Goldman $68,689 CDP Contractors, LLC $229,400 Environmental Control Board $11,100 First Choice Environmental $652 Global Pest Control $2,357 Goldner Plumbing $1,192 Henry Taveras General Construction $1,511 Jack Jaffa & Associates Corp. $1,764 Landmark Construction $1,200 Lawless & Mangione $35,845 NRAI, Inc. $1,250 NYC Dept. of Finance $35,328 NYC Water Board $7,379 Plumbing, Plumbing & Plumbing Corp. $762 Prime Building & Maintenance S $2,074 Royal Security $1,064 S.J. Fuel Co., Inc. $707 The Metro Group, Inc. $4,869 7614 FOURTH REAL ESTATE: Taps Mishiyeva Law as Legal Counsel ------------------------------------------------------------ 7614 Fourth Real Estate Development LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Mishiyeva Law PLLC to, among other things, give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a plan of reorganization, and give advice on financial agreements, debt restructuring and other transactions. The customary hourly rates charged by the firm are: Partners $350 Of Counsel $350 Junior Associates $250 Paraprofessionals $100 Kamilla Mishiyeva, Esq., disclosed in a court filing that she and her firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Kamilla Mishiyeva, Esq. Mishiyeva Law PLLC 85 Broad Street, 18th Floor New York, NY 10004 Tel: 646 736-6328 Fax: 646-736-5142 Email: kamilla@mishiyevalaw.com About 7614 Fourth Real Estate Development LLC 7614 Fourth Real Estate Development LLC listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is a 50% interest holder in a real property composed of a parcel of land located at 7614 4th Avenue Brooklyn, New York, with a current value of $10 million. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-43389) on June 29, 2017. Mousa Khalil, member or president, signed the petition. At the time of the filing, the Debtor disclosed $10 million in assets and $250,000 in liabilities. Judge Elizabeth S. Stong presides over the case. ACCUDYNE INDUSTRIES: Moody's Raises CFR to B3; Outlook Stable ------------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating ("CFR") and Probability of Default Ratings of Accudyne Industries Borrower S.C.A. to B3 and B3-PD from Caa1 and Caa1-PD, respectively. The CFR upgrade is based on the sizable debt reduction resulting from the use of the $1.265 billion of proceeds Accudyne received from the sale of its industrial air compressor business ("Sullair") to Hitachi Ltd. (A3 stable) as well as expected continued improvement in operating performance due to the company's focus on cost savings and anticipated moderate sales growth. Concurrently, Moody's assigned B2 ratings to the company's proposed first-lien senior secured revolver and term loan and a Caa2 rating to the company's proposed second lien term loan. The ratings outlook is stable. Proceeds from the proposed refinancing together with $100 million of balance sheet cash are anticipated to be used towards refinancing approximately $885 million of the company's remaining existing debt. Of note, the company's reported funded debt balance as of its most recent March 31, 2017 reporting period stood at a sizable $2.15 billion. Debt was reduced to $885 million prior to the proposed refinancing due to the company having already applied the $1.265 billion of Sullair sale proceeds to repay debt. The proposed transaction moderately reduces funded debt further to $825 million at close of the transaction due to the use of balance sheet cash as part of the transaction. Proceeds would also be used to pay the call premium on the notes and related transaction fees and expenses. The following rating actions were taken: Ratings Upgraded: Corporate Family Rating, to B3 from Caa1 Probability of Default Rating, to B3-PD from Caa1-PD Ratings Assigned: $150 million backed senior secured first-lien revolving credit facility due 2022, at B2 (LGD-3) $705 million backed senior secured first-lien term loan due 2024, at B2 (LGD-3) $120 million backed senior secured second-lien term loan due 2025, at Caa2 (LGD-6) Ratings Upgraded (to be withdrawn upon transaction close): Existing senior secured revolving credit facility, to Ba3 (LGD-2) from B3 (LGD-3) Existing $1.675 billion (approximately $235 million outstanding) senior secured term loan due 2019, to Ba3 (LGD-2) from B3 (LGD-3) $650 million senior unsecured global notes due 2020, to Caa1 (LGD-5) from Caa3 (LGD-5) RATINGS RATIONALE Accudyne's ratings upgrade was primarily driven by the meaningful reduction in debt and leverage resulting from the application of proceeds from the Sullair divestiture towards repaying the company's existing term loan with debt/EBITDA (including Moody's standard adjustments) improving by roughly 5 turns to approximately 6.2x pro forma for the proposed refinancing from over 11.0x for the last twelve months ended March 31, 2017. The company's expected continued operating performance improvement partially stemming from cost efficiencies and moderately improved end-market fundamentals also support the upgrade. Although it is recognized that, pro forma for the sale, the company's revenue scale has decreased by 40% to approximately $600 million from $1 billion and its exposure to the energy markets has increased to almost half of the company's sales from roughly a third, these markets are viewed as stabilizing. Furthermore, although the degree of end-market diversity has lessened post the sale, the remaining flow controls business will continue to have diverse end-market exposure including selling into the chemicals, industrial, water treatment and agriculture end-markets. Accudyne's B3 CFR is based on its well-established position in engineered products reflected in its healthy EBITDA margins, diversity by end-market and geography (approximately 60% of revenues generated abroad) as well as good free cash flow generation. Expectations for further improvement in the company's operating performance are supported by anticipated benefits from cost saving actions and modest top line growth from stabilization in some of the company's key industrial and energy end markets. Positively, due to the company's large installed base of products, Accudyne derives approximately a third of its total revenue base from aftermarket sales that provide a recurring high margin revenue stream. The ratings reflect Moody's expectation that debt/EBITDA will remain under 6.5 times with EBIT/interest coverage exceeding 2.0 times. These positive considerations are counterbalanced by the company's exposure to the energy markets that are highly cyclical due to the volatile nature of oil prices. However, Moody's expects the end-markets will continue to stabilize over the next 12-24 months due to a moderate increase in demand. In Moody's view, the company's good liquidity underscored by healthy projected free cash flow generation combined with excess cash balances and revolver availability serve to partially mitigate the high degree of cyclicality. The assigned B2 first-lien debt ratings are rated one notch above the B3 CFR due to its senior position in the debt structure relative to the company's second lien debt and unsecured liabilities. Conversely, the Caa2 rating assigned to the second-lien term loan primarily reflects its junior position relative to the sizable amount of first-lien debt. The company's existing first-lien revolver and term loan ratings were upgraded to Ba3 from B3 and unsecured notes rating to Caa1 from Caa3 due to the existing first-lien term loan debt that has been significantly reduced with proceeds from the sale of Sullair. These ratings are expected to be withdrawn upon transaction close. Accudyne's good liquidity is based on the expectation that over the next twelve to eighteen months the company will generate positive annual free cash flow of $40-$50 million with free cash flow to debt in the mid-single digit range, cash balances exceeding $75 million and an undrawn $150 million multi-year revolver. The first and second lien term loans do not have a financial maintenance covenant. However the revolver contains a springing leverage covenant triggered by a utilization threshold. The covenant is not expected to be triggered and Moody's expects good cushion within the covenant level based on the current leverage. The stable ratings outlook is based on the expectation that the company will continue to moderately improve earnings given stabilizing end-market conditions in certain of the company's end-markets while maintaining good liquidity. A ratings downgrade would be considered if the company's liquidity were to weaken including a decline in free cash flow generation and/or reliance on its revolving credit facility, lack of improvement in top line revenue performance on a year-over-year basis as well as debt-to-EBITDA reaching and consistently above 6.5x. A more aggressive financial policy would also exert downward ratings pressure. An upward rating action would be driven by expectations of debt-to-EBITDA improving to a level sustained below 5.0x, free cash flow-to-debt increasing to the high single digit level as well as a sustained stabilization and improvement in end-markets and good liquidity. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Accudyne Industries Borrower S.C.A. (Accudyne), headquartered in Luxembourg and with its administrative office located in Dallas, Texas, is a manufacturer of flow control equipment. The company, comprised of the industrial divisions of Hamilton Sundstrand, was acquired in December 2012 from United Technologies Corporation (UTC). The company is privately-held and owned by BC Partners Limited and The Carlyle Group L.P. End markets served include energy, industrials, petrochemical, water and waste water among others. Pro forma for the sale of the Sullair business, revenues approximate $600 million. ACCUDYNE INDUSTRIES: S&P Raises CCR to 'B' on Repaid Debt --------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Accudyne Industries Borrower S.C.A. to 'B' from 'B-'. The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level rating to Accudyne's proposed seven-year $705 million secured first-lien term loan. The recovery rating is '3', indicating our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery for lenders in the event of a payment default. "In addition, we assigned our 'B-' issue-level rating to Accudyne's proposed seven-year $120 million second-lien term loan. The recovery rating is '5', indicating our expectation of modest (10%-30%; rounded estimate: 15%) recovery for lenders in the event of a payment default. "We expect to withdraw our existing issue-level and recovery ratings on the company's term loan facility and 7.75% senior subordinated notes due in 2020 once we have confirmation that this debt is repaid. "The ratings upgrade reflects the meaningful improvement to Accudyne's very high debt leverage and incorporates our belief that the company's competitive advantages will mostly remain intact, despite having a much smaller and more narrowly focused revenue base. "The stable outlook reflects our expectation that improving industry trends in the company's energy business, a leaner cost structure as a result of previously initiated restructuring actions, and lower overall interest expense should help the company modestly improve its credit metrics, including decreasing debt to EBITDA to the mid-6x area in fiscal 2017. "We could lower our ratings on Accudyne if profitability deteriorates, evidenced by EBITDA margins sustained below 18%, or if its credit measures deteriorate such that debt leverage increases to the 7x area and we do not expect it to recover in the next 12 months. "Given the company's ownership by a financial sponsor with very aggressive financial policies, we view an upgrade over the next 12 months as unlikely. We could raise our ratings on Accudyne if its owners commit to maintain less aggressive financial policies and the company continues to increase its EBITDA and free cash flow such that it sustains S&P Global Ratings-adjusted debt to EBITDA of about 4.5x or less." ALGODON WINES: Declares Quarterly Dividend on Preferred Stock ------------------------------------------------------------- The Board of Directors of Algodon Wines & Luxury Development Group, Inc., declared a quarterly cumulative cash 8% dividend in the total amount of $60,514.71 to the holders of record of the Company's Series B Convertible Preferred Stock as of the quarter ended June 30, 2017. The dividend was paid on July 21, 2017. On July 20, 2017, the Company also sent an email to its stockholders announcing that Algodon Wine Estate's Malbec is now featured at Restaurant Gordon Ramsay. A copy of the email content is available for free at https://is.gd/QH81a3 The Gordon Ramsay Group comprises of the restaurant business of acclaimed chef, restaurateur, TV personality and author Gordon Ramsay. It employs more than 700 people in London where it has a collection of 14 restaurants. The Group has a total of 31 restaurants globally and 7 Michelin stars, with international restaurants from Europe to the US and the Middle East. Restaurant Gordon Ramsay in Chelsea is the Group's flagship venue, which has held three Michelin-stars for 15 years. About Algodon Wines New York-based Algodon Wines & Luxury Development Group, Inc., operates Algodon Mansion, a Buenos Aires-based luxury boutique hotel property. This lifestyle related real estate development company has also redeveloped, expanded and repositioned a winery and golf resort property called Algodon Wine Estates for subdivision of a portion of this property for residential development. Algodon Wines reported a net loss of $10.04 million on $1.52 million of sales for the year ended Dec. 31, 2016, compared to a net loss of $8.27 million on $1.86 million of sales for the year ended Dec. 31, 2015. As of March 31, 2017, Algodon Wines had $7.45 million in total assets, $4.80 million in total liabilities, $1.55 million in series B convertible preferred stock and $1.09 million in total stockholders' equity. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ALL SAINTS CARE: August 18 Plan and Disclosure Statement Hearing ---------------------------------------------------------------- Judge Harlin De Wayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas conditionally approved All Saints Care Injury and Rehabilitation Clinic, Inc.'s amended disclosure statement along with a proposed amended plan of reorganization filed on July 14, 2017. August 11, 2017, is fixed as the last day for filing written acceptances or rejections of the Debtor's proposed Chapter 11 Plan. August 11, 2017, is fixed as the last day for filing and serving written objections to the final approval of the Debtor's Disclosure Statement or confirmation of the Debtor's proposed Chapter 11 Plan. The Hearing to consider the final approval of the Debtor's Disclosure Statement and to consider the confirmation of the Debtor's proposed Chapter 11 Plan is fixed and shall be held on August 18, 2017, at 1:15 p.m. in the courtroom of the Honorable Chief Bankruptcy Judge Barbara J. Houser, United States Bankruptcy Court, 1100 Commerce Street, 14th Floor, Dallas, Texas. Class 7 under the amended plan consists of the allowed general unsecured claims. The Claims in this class will be paid by the Reorganized Debtor pro-rata from the amount of $250 per month once Allowed over 60 months. The payments shall commence on the first day of the month following the Effective Date and shall continue on the first day of each succeeding month thereafter until the end of the payment term as defined herein. The total of claims in this class is estimated at $53,401.39. This class is impaired. This Plan will be implemented by the commencement of payments as called for in the Plan. Upon the Effective Date, all property of All Saints and its Estate shall vest in All Saints, subject to the Allowed Secured Claims in this Plan. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txnb17-30481-11-69.pdf Attorney for the Debtor: Joyce Lindauer State Bar No. 21555700 Joyce W. Lindauer Attorney, PLLC 12720 Hillcrest Road Suite 625 Dallas, Texas 75230 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About All Saints Care Injury All Saints Care Injury & Rehabilitation Clinic Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-30481) on February 6, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. ALL SAINTS CARE: Plan Outline Okayed, Plan Hearing on Aug. 18 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas is set to hold a hearing on August 18, at 1:15 p.m., to consider approval of the Chapter 11 plan of reorganization for All Saints Care Injury & Rehabilitation Clinic Inc. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on July 14. The order set an August 11 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. All Saints Care Injury on July 6 filed a restructuring plan that proposes to pay general unsecured creditors pro-rata from the amount of $1,000 per month over 60 months. The payments will commence on the first day of the month following the effective date of the plan, and will continue on the first day of each succeeding month thereafter until the end of the payment term. The total amount of general unsecured claims is estimated at $53,401.39. There are no insider general unsecured claims. Each general unsecured creditor is entitled to vote to accept or reject the plan. The major source of funding for the plan will come from All Saints' ongoing business operations and ongoing rent from other tenants in its commercial property, according to its disclosure statement filed on July 6. A copy of the disclosure statement is available for free at https://is.gd/OJx18g About All Saints Care Injury All Saints Care Injury & Rehabilitation Clinic Inc. is a healthcare and rehabilitation clinic that also operates as the landlord of a commercial building with tenants. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-30481) on February 6, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. Joyce W. Lindauer Attorney, PLLC is the Debtor's bankruptcy counsel. APRO LLC: Moody's Assigns B2 Corporate Family Rating ---------------------------------------------------- Moody's Investors Service assigned ratings to Apro, LLC (United Pacific) including a B2 Corporate Family Rating and B3-PD Probability of Default Rating. Moody's also assigned a B1 rating to the company's proposed $25 million senior secured 5-year revolver and $230 million senior secured 7-year term loan B. The rating outlook is stable. All ratings are subject to review of final documentation. Proceeds from the proposed term loan will be used to fund a $100 million dividend to its private equity owner, refinance United Pacific's existing $97 million term loan, put $26 million of cash on the balance sheet for general corporate purposes, and to pay fees and expenses. Assignments: Issuer: Apro, LLC -- Probability of Default Rating, Assigned B3-PD -- Corporate Family Rating, Assigned B2 -- Senior Secured Bank Credit Facility, Assigned B1(LGD2) RATINGS RATIONALE The B2 Corporate Family Rating reflects United Pacific's high leverage of about 7.0x pro forma for the transaction (including Moody's standard adjustments), which Moody's expects will remain high for the next 12 to 18 months. The rating also reflects the company's small scale in terms of number of stores, its smaller format stores that generate less gross profit from inside sales relative to larger competitors, and its earnings concentration in California. California has been a successful market for United Pacific and there are some benefits to operating there including barriers to entry (high real estate costs, strict permitting and environmental regulations) for new operators, or operators looking to expand their fuel footprint, and higher gross profit margins on fuel than other states. However, United Pacific's concentration in this state exposes the company to local, regional, and nationwide economic swings as well as competitors' promotional activities from the company's larger, more diversified peers. Despite the company's high leverage and small scale, the B2 CFR reflects United Pacific's long-term (5+ years) hedging agreement with Phillips 66 (A3 negative), wherein United Pacific is paid an annual management fee to sell Phillips 66 fuel at a majority of its locations, which represents about 45% of United Pacific's total gross profit. With approximately 80% of its gallons sold subject to the hedging arrangement, United Pacific is less exposed to the volatility inherent in fuel retail operations relative to its peers. The stability in United Pacific's cash flows -- only about 20% of the company's total gross profit is subject to unhedged fuel sales -- provides comfort against the company's high leverage. Also supporting the rating is United Pacific's strong gross profit margin on its fuel sales that are not subject to the hedging agreement and its very good liquidity. United Pacific's liquidity is considered very good as evidenced by the company's good cash flow and cash balances. The company's free cash flow will be sufficient to cover its debt service, capex, and tax distributions with internally generated cash over the next 12 to 18 months. The company will have access to a $25 million senior secured 5-year revolver, but Moody's does not expect the company will need to utilize the revolver for its basic cash needs. The credit agreement contains a senior secured net leverage financial maintenance covenant (as defined) of 5.0x, with step downs. Moody's expects the company will maintain adequate cushion over the next 12 to 18 months. With most of its assets leased and/or encumbered, the company is not considered to have a material source of alternate liquidity. The B1 rating on the company's senior secured bank facility is one notch above the Corporate Family Rating. The B1 rating reflects the 65% Family Recovery Rate which is customary per Moody's Lost Given Default methodology when a company has only secured bank debt in its capital structure. The secured bank rating also benefits from a material amount of operating leases below it in the capital structure. The stable rating outlook reflects Moody's expectations that United Pacific will improve its leverage to 6.5x over the next 12 to 18 months principally through mandatory amortization and excess cash flow sweep payments. Ratings could be upgraded if United Pacific were to maintain leverage below 5.25x on a sustained basis with EBIT/interest expense above 1.75x. An upgrade would also require the company maintain at least good liquidity. A downgrade could occur if the company's growth plans do not achieve a level of earnings sufficient to maintain debt/EBITDA below 6.5x and EBIT/interest above 1.25x. The principal methodology used in these ratings was Retail Industry published in October 2015. AQUION ENERGY: Resumes Operations After Chapter 11 Exit ------------------------------------------------------- Aquion Energy, Inc., the developer and manufacturer of Aqueous Hybrid Ion (AHI) batteries and systems, on July 21, 2017, announced the resumption of operations after successfully emerging from Chapter 11 status. The investing company, a majority-American joint venture, is planning to rapidly rebuild strong technical, operations, and commercial teams. Delivering market-leading price, performance, safety, and sustainability remains the core target of the Aquion Energy Corp. "Aquion Energy will be a stronger company after emerging from this protection transition period. We are refocused on technology and go-to-market opportunities that will grow significant volume for the company in the coming years. Aquion's battery technology has always been world leading. We now need to focus on what we do best – creating the safest, cleanest, and lowest cost per kWh-cycle battery technology in the world – with a simple business model that can effectively compete in the marketplace. With a renewed focus on expanding our product offerings into the growing markets in China and other global markets, we intend to deliver the lowest price per kWh-cycle battery in the world," stated Philip Juline, CEO of the company. Aquion has created a very promising energy storage platform and has proven the technology is capable in hundreds of installations worldwide. The company has also captured many prestigious awards including: MIT's Top 100 Smartest Companies (2015, 2016), Global Cleantech - North American Company of the Year (2017), Platt's Energy - Rising Star Award (2016), and the EES Award for Energy Storage (2015). With a refocused team, the new ownership plans on rapid revenue growth, "We are confident with our committed business orders and aiming to build Aquion into a billion-dollar company in the upcoming years. We are only limited by our ability to ramp and scale our operations," states Philip Juline. About Aquion Energy Pittsburgh, Pa.-based Aquion Energy Inc. manufactures saltwater Batteries with a proprietary, environmentally-friendly electrochemical design. Aquion was founded in 2008 and had its first commercial product launch in 2014. Designed for stationary energy storage in pristine environments, island locations, homes, and businesses, its batteries have been Cradle to Cradle Certified, an environmental sustainability certification that has never previously been given to a battery producer. Aquion Energy filed a Chapter 11 petition (Bankr. D. Del. Case No. 17-10500) on March 8, 2017. Suzanne B. Roski, the CRO, signed the petition. The Debtor estimated $10 million to $50 million in assets and liabilities. Judge Kevin J. Carey presides over the case. The Debtor tapped Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel, and Suzanne Roski of Protiviti, Inc., as chief restructuring officer. The Debtor also engaged Kurtzman Carson Consultants, LLC, as claims and noticing agent. The official committee of unsecured creditors formed in the case has retained Lowenstein Sandler LLP as counsel, and Klehr Harrison Harvey Branzburg LLP as Delaware co-counsel. B&F LANDSCAPE: Plan Outline Okayed, Plan Hearing on Aug. 17 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey is set to hold a hearing on August 17, at 10:00 a.m., to consider approval of the Chapter 11 plan for B&F Landscape Factory, Inc. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on July 11. The order set an August 10 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. About B&F Landscape Factory B&F Landscape Factory, Inc. is a New Jersey company that supplies stone, mulch, soil and hardscaping product. B&F Landscape, a small business debtor, filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 16-31416) on November 8, 2016. The petition was signed by Frank N. Stellaccio, president. At the time of filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Jerrold N. Poslusny Jr. E. Richard Dressel, Esq., at Flaster/Greenberg P.C., represents the Debtor as bankruptcy counsel. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. BAILEY'S EXPRESS: Taps Pullman & Comley as Legal Counsel -------------------------------------------------------- Bailey's Express, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Pullman & Comley, LLC to, among other things, give legal advice regarding its duties under the Bankruptcy Code, and assist in the preparation of a bankruptcy plan. The standard rates charged by the firm range from $215 per hour for associates to $700 per hour for senior partners. The hourly rates for paralegal services range from $190 to $315. Elizabeth Austin, Esq., and Jessica Grossarth Kennedy, Esq., the attorneys who will be handling the case, will charge $510 per hour and $385 per hour, respectively. The firm will receive a retainer in the amount of $100,000. Pullman & Comley is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Elizabeth J. Austin, Esq. Jessica Grossarth Kennedy, Esq. Pullman & Comley, LLC 850 Main Street, P.O. Box 7006 Bridgeport, CT 06601-7006 Phone: 203-330-2000 Email: eaustin@pullcom.com Email: jgrossarth@pullcom.com About Bailey's Express Headquartered in Middletown, Connecticut, Bailey's Express -- http://www.baileysxpress.com/-- is a less than truckload carrier. It provides service across the nation and is dedicated in helping Connecticut, Massachusetts and Rhode Island companies market their products throughout the U.S. including Hawaii and Alaska. It has distribution points in Charlotte, Dallas, Denver, Easton, Fontana, Indianapolis, Jacksonville, Memphis, Neenah, Phoenix, Salt Lake City and Toledo. It also provides service to Mexico, Puerto Rico & Canada. Bailey's Express filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 17-31042) on July 13, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by David Allen, chief financial officer. Judge Ann M. Nevins presides over the case. Elizabeth J. Austin, Esq., and Jessica Grossarth Kennedy, Esq., at Pullman & Comley, LLC, serves as the Debtor's bankruptcy counsel. BELK INC: Bank Debt Trades at 15% Off ------------------------------------- Participations in a syndicated loan under BELK, Inc is a borrower traded in the secondary market at 84.60 cents-on-the-dollar during the week ended Friday, July 7, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.34 percentage points from the previous week. BELK, Inc pays 450 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on Nov. 19, 2022 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended July 7. BILL BARRETT: Provides Commodity Price and Derivatives Update ------------------------------------------------------------- Bill Barrett Corporation provided an update on certain second quarter of 2017 items, including commodity price and derivatives data and the weighted average basic and diluted shares outstanding. For the second quarter of 2017, West Texas Intermediate oil prices averaged $48.29 per barrel, Northwest Pipeline natural gas prices averaged $2.67 per MMBtu and NYMEX natural gas prices averaged $3.19 per MMBtu. The Company had derivative commodity swaps that settled in the second quarter of 2017 for 6,625 barrels of oil per day tied to WTI pricing at $58.10 per barrel, 10,000 MMBtu of natural gas per day tied to NWPL regional pricing at $2.96 per MMBtu and no hedges in place for NGLs. Based on preliminary unaudited results, the Company expects to realize a cash commodity derivative gain of $6.2 million in the second quarter due to positive derivative positions. The Company expects its second quarter commodity price differentials to benchmark pricing - before commodity derivative gains and taking into account delivery location and quality adjustments - to approximate: oil less $2.45 price per barrel versus WTI; and natural gas less $0.24 per thousand cubic feet compared to NWPL. The Denver-Julesburg Basin oil price differential averaged oil less $2.16 per barrel in the quarter. NGL prices averaged approximately 34% of the WTI price per barrel during the quarter. The following table summarizes the Company's hedge position for 2017 and 2018 as of July 19, 2017: Oil (WTI) Volume Price Period Bbls/d $/Bbl ------ ------ ----- 3Q17 7,125 58.77 4Q17 7,125 58.77 1Q18 6,750 53.20 2Q18 6,750 53.20 3Q18 4,500 52.35 4Q18 4,500 52.35 Natural Gas (NWPL) Volume Price MMBtu/d $/MMBtu ------- ------- 10,000 2.96 10,000 2.96 Realized sales prices will reflect basis differentials from the index prices to the sales location. The Company estimates that the weighted average common basic and diluted shares for the second quarter will be approximately 74.8 million. A full-text copy of the press release is available for free at: https://is.gd/snfiAd About Bill Barrett Denver-based Bill Barrett Corporation -- www.billbarrettcorp.com -- is an independent energy company that develops, acquires and explores for oil and natural gas resources. All of the Company's assets and operations are located in the Rocky Mountain region of the United States. Bill Barrett reported a net loss of $170.4 million on $178.8 million of total operating revenues for the year ended Dec. 31, 2016, compared to a net loss of $487.8 million on $207.9 million of total operating revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Bill Barrett had $1.40 billion in total assets, $842.52 million in total liabilities and $559.22 million in total stockholders' equity. BISHOP GORMAN: $500,000 DIP Financing From Service Campaign OK'd ---------------------------------------------------------------- The Hon. August B. Landis of the U.S. Bankruptcy Court for the District of Nevada has entered a final order authorizing Bishop Gorman Development Corporation to obtain unsecured postpetition financing in an aggregate principal amount of up to $500,000, pursuant to the terms of this Final DIP Order and that certain Debtor in Possession Revolving Credit Agreement with Service Campaign Corporation. The Debtor will utilize the proceeds of the Post-Petition Financing to pay Professional Fees, U.S. Trustee fees, Clerk of the Court fees and costs, and Lender's expenses incurred under the Credit Agreement. The Debtor will not be permitted to use the proceeds of the loans: (i) to finance in any way any action, suit, arbitration, proceeding, application, motion or other litigation of any type adverse to the interests of Lender or its rights and remedies under the Credit Agreement, the other Loan Documents, or the final DIP court order. A copy of the Final DIP Order is available at: http://bankrupt.com/misc/nvb17-11942-152.pdf As reported by the Troubled Company Reporter on May 24, 2017, the Debtor asked the Court for permission to obtain $500,000 in post-petition financing from Service Campaign. The proceeds of the Post-Petition Financing will be used to fund expenses of administration of Debtor's Chapter 11 bankruptcy estate, including allowed fees and expenses of professionals of the estate awarded by the Court, any fees assessed by the Office of the U.S. Trustee, and the fees of the Clerk of Court. About Bishop Gorman Development Corporation Bishop Gorman Development Corporation is a charitable organization with its principal assets located at 5959 S. Hualapai Way, Las Vegas, Nevada. Bishop Gorman Development filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 17-11942) on April 17, 2017, estimating assets and liabilities between $100 million and $500 million each. Deacon Aruna Silva, executive director, signed the petition. Judge August B. Landis presides over the case. Brett A. Axelrod, Esq., at Fox Rothschild LLP serves as the Debtor's bankruptcy counsel. The Debtor hired Greenberg Traurig, LLP, as its special litigation counsel, and Wallace Neumann & Verville, LLP, as its accountant. BLAIR OIL: Implementation and Execution of Chapter 11 Plan Revised ------------------------------------------------------------------ Blair Oil Investments, LLC filed with the U.S. Bankruptcy Court for the District of Colorado a corrected amended plan of reorganization and disclosure statement. This plan asserts that the Debtor had various fixed assets, including miscellaneous office equipment, undeveloped acreage, working oil and gas interests, royalty interests, wells and equipment, and inventory. When the Debtor's Schedules were filed in this bankruptcy case, Mr. Blair gave a starting book value for these assets of $2,128,033.37. In the previous plan, the book value for the assets was only $1,916, 417.33 The means for the implementation and execution of the plan have also been changed. It now states that in order to comply with federal and state environmental regulations, the Debtor shall retain all assets that remain on the Effective Date. The Debtor shall then commence plugging certain of its wells which are no longer operating or do not have any value. McCartney Engineering shall oversee the Debtor's plugging operations to ensure compliance with all legal requirements. The Debtor has a few remaining oil and gas interests that do have value. From and after the Effective Date, the Debtor shall liquidate these assets for the benefit of creditors. The Debtor shall also prosecute any collection and/or avoidance actions it deems appropriate. As set forth more fully in the Plan, the Debtor will make two distribution to creditors: an initial distribution within 30 days after the Effective Date, and a final distribution within one year after the Effective Date. The Debtor shall not, except as otherwise provided in this Plan, be liable to repay any debts which accrued prior to the Confirmation Date. The Debtor shall fund its Plan obligations with cash from the sale of its remaining assets and litigation recoveries. The Debtor's bankruptcy case shall remain open for the term of this Plan to provide for full administration and Court supervision. The initial plan asserted that on the Effective Date, all assets of the Debtor shall be transferred to the Reorganized Debtor free and clear of all liens, claims and interests of creditors, equity holders, and other parties in interest, except as otherwise provided. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/cob15-15009-225.pdf About Blair Oil Investments Blair Oil Investments, LLC sought Chapter 11 protection (Bankr. D. Col. Case No. 15-15009) May 7, 2015. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Harvey Sender, Esq., at Sender Wasserman Wadsworth, P.C. as counsel. Peter H. Blair filed his voluntary petition for relief under Chapter 11 of the Bankruptcy Code also on May 7, 2015 (Case No. 15-15008). On August 20, 2015, Mr. Blair's bankruptcy case was converted to a case under Chapter 7. Jeffrey A. Weinman is the Chapter 7 trustee for Mr. Blair's bankruptcy estate. Mr. Blair's bankruptcy estate is the holder of 100% of the membership of BOI. BUCKTAIL MEDICAL: Hearing on Plan Confirmation Set for Sept. 7 -------------------------------------------------------------- Judge John J. Thomas of the U.S. Bankruptcy Court for the Middle District of Pennsylvania issued an order approving The Bucktail Medical Center's disclosure statement, dated April 17, 2017, referring to its chapter 11 plan. August 18, 2017, is fixed as the last day for submitting written acceptances or rejections of the plan. August 18, 2017, is fixed as the last day for filing and serving written objections to confirmation of the plan. August 30, 2017, is fixed as the last day for filing a tabulation of ballots accepting or rejecting the plan. Sept. 7, 2017, at 9:30 a.m. in Courtroom No.2, Max Rosenn U.S. Courthouse, 197 South Main Street, Wilkes-Barre, Pennsylvania, is fixed for the hearing on confirmation of the plan. The Troubled Company Reporter previously reported that, under the plan, holders of Class 16 General Unsecured Claims will receive a one-time distribution as payment in full of the allowed claim equal to 5% of the allowed amount of the Class 16 claim, however, the total distribution to Class 16 allowed claims is capped at $60,000. About Bucktail Medical Center The Bucktail Medical Center owns and operates a 21-bed Critical Access Hospital, a 43 bed skilled nursing care facility, a basic life-support ambulance, and a community health clinic. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 15-04297) on Oct. 2, 2015. The Debtor's petition was signed by Timothy Reeves, CEO. Hon. John J. Thomas presides over the case. Kevin Joseph Petak, Esq., and James R. Walsh, Esq., at Spence, Custer, Saylor, Wolfe & Rose, LLC, serves as counsel to the Debtors. In its petition, Bucktail Medical Center estimated assets of less than 50,000 and liabilities of $1 million to $10 million. CAFE TIRAMISU: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Cafe Tiramisu, LLC 28 Belden Place San Francisco, CA 94104 Type of Business: Cafe Tiramisu is a small business debtor as defined in 11 U.S.C. Section 101(51D). It owns a restaurant serving Northern Italian cuisine. Chapter 11 Petition Date: July 20, 2017 Case No.: 17-30699 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Hannah L. Blumenstiel Debtor's Counsel: James T. Cois, Esq. LAW OFFICES OF JAMES T. COIS P.O. Box 2705 San Francisco, CA 94126 Tel: (415) 561-1445 E-mail: JTCois@aol.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Giuseppe Spinoso, president and CEO. The Debtor's list of 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb17-30699.pdf CALMARE THERAPEUTICS: Incurs $3.82 Million Net Loss in 2016 ----------------------------------------------------------- Calmare Therapeutics Incorporated filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $3.82 million on $1.10 million of revenue for the year ended Dec. 31, 2016, compared to a net loss of $3.67 million on $891,472 of revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Calmare had $3.88 million in total assets, $17.69 million in total liabilities, all current, and a total shareholders' deficit of $13.81 million. The Company's liquidity requirements arise principally from its working capital needs, including funds needed to find and market new or existing technologies or products, and protect and enforce its intellectual property rights, if necessary. The Company funds its liquidity requirements with a combination of cash on hand and cash flows from operations, if any, including royalty legal awards, short term debt, and sales of common stock. At Dec. 31, 2016, the Company had outstanding debt, in the form of promissory notes with a total principal amount of $6,059,000 and a carrying value of $6,028,000. "Our future cash requirements depend on many factors, including results of our operations and marketing efforts, results and costs of our legal proceedings, and our equity financing. To achieve and sustain profitability, we are implementing a corporate reengineering effort, which commenced on September 26, 2013 under the direction of the Company's president & CEO, Mr. Conrad Mir. This plan design will change the inherent design of the current distributor network and focus on opportunities within the US Departments of Defense (the "DOD") and Veterans Affairs ("VA"), and set out to upgrade the Company's current U.S. Food and Drug Administration ("FDA") clearance designation for the Calmare Device to approval. Although we cannot be certain that we will be successful in these efforts, we believe the combination of our cash on hand and revenue from executing our strategic plan will be sufficient to meet our obligations of current and anticipated operating cash requirements," the Company stated in the report. At Dec. 31, 2016, cash was $13,000, as compared with $50,000 at Dec. 31, 2015. Net cash used in operating activities was $(1,237,000) for 2016 as compared to $(1,531,000) for 2015, primarily reflecting the decrease in the net loss in 2016 compared to 2015, as well as decreases in stock option expense, accounts payable, prepaid expenses and accrued expenses partially offset by an increase in the use of inventory and prepaid expenses. There was minimal investing activity in 2016 and 2015. Net cash provided by financing activities was $1,200,000 for 2016 as compared to $1,580,000 for 2015 primarily as a result of the Company's debt financing activities in both years. "We currently have the benefit of using a portion of our accumulated NOLs to eliminate any future regular federal and state income tax liabilities. We will continue to receive this benefit until we have utilized all of our NOLs, federal and state. However, we cannot determine when and if we will be profitable and thus able to utilize the benefit of the remaining NOLs before they expire." At Dec. 31, 2016, the Company had aggregate federal net operating loss carryforwards of approximately $50,110,000, which expire at various times from 2017 through 2036. A majority of the Company's federal NOLs can be used to reduce taxable income used in calculating the Company's AMT liability. The Company also has state net operating loss carry forwards of approximately $48,548,000 that expire through 2036. A significant portion of the NOLs remaining at Dec. 31, 2016, approximately $4,308,000, was derived from income tax deductions related to the exercise of stock options. Mayer Hoffman McCann CPAs, in New York, New York, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has incurred operating losses since fiscal year 2006 and has a working capital and shareholders' deficit at Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/5q0Igf About Calmare Therapeutics Calmare Therapeutics Incorporated, formerly known as Competitive Technologies, Inc. -- http://www.calmaretherapeutics.com/-- provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. The Company currently employ the full-time equivalent of seven people. CANNELLE PATISSERIE: Exit Plan to Pay Unsecured Creditors 5% ------------------------------------------------------------ Cannelle Patisserie Inc. is now a step closer to emerging from Chapter 11 protection after a bankruptcy court approved the outline of its plan of reorganization. The U.S. Bankruptcy Court for the Eastern District of New York on July 13 conditionally approved the disclosure statement, allowing the company to begin soliciting votes from creditors. The order set a July 20 deadline for creditors to file their objections and cast their votes accepting or rejecting the proposed plan. The court will hold a hearing on July 27, at 3:00 p.m. (Eastern Time), to consider final approval of the disclosure statement and confirmation of the plan. The restructuring plan proposes to pay creditors holding Class 2 general unsecured claims 5% of the allowed claims or $11,926.33. These creditors will be paid in 12 equal monthly installments of $993.86 to be distributed pro rata, starting on the effective date of the plan. The company estimated the total amount of general unsecured claims at $238,526.60. Class 2 is impaired. Cannelle Patisserie will fund the plan through its operations. Through April 30, 2017, the company has net income of $303,731 or $46,728 per month, which is enough to fund its obligations according to the company's disclosure statement. A copy of the disclosure statement is available for free at https://is.gd/0blGhA About Cannelle Patisserie Inc. Cannelle Patisserie Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 16-44577) on October 11, 2016. The petition was signed by Jean-Claude Perrenau, president. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. The Debtor is represented by Daniel C. Marotta, Esq. and Richard M. Gabor, Esq., at Gabor & Marotta LLC. CAPITAL TEAS: May Use Cash Until July 31, Obtain $175K Financing ---------------------------------------------------------------- The Hon. Robert A. Gordon of the U.S. Bankruptcy Court for the District of Maryland has authorized Capital Teas, Inc., to use cash collateral until 11:59 p.m. on July 31, 2017, and obtain postpetition financing up to an aggregate outstanding principal amount of not greater than $175,000. The hearing to consider the Debtor's request will be held at 10:00 a.m. on July 24, 2017. The loan will be repaid at an 18% per annum interest rate with a maturity of the earliest of (i) Dec. 31, 2018, (ii) the occurrence of a final sale, (iii) entry of an order confirming any plan of reorganization under Section 1129 of the U.S. Bankruptcy Code or an order authorizing the sale of all or substantially all of the Debtor's assets under Section 363 of the Bankruptcy Code; (iv) entry of an order appointing a Chapter 11 Trustee or an examiner under Sections 1104 or 1112 of the Bankruptcy Code, converting this case to one under Chapter 7, or dismissing this case; (v) the Debtor ceasing operations at more than 50% of its currently open stores; (vi) closing on Court-approved refinancing; or (vii) an Event of Default under the Credit Agreement. It appears that the current value of the Debtor's assets do not exceed the value of the debts held by Willard Umphrey, USB Focus Fund XXIX, LLC, and USB Focus Fund Capital Teas 2, LLC. Strategic Funding Source, Inc., WebBank, Edward Don & Co., Crestview Financial, LLC, and Ace Funding Source, LLC, will also be treated as a Secured Party and entitled to the adequate protection provided herein, provided that neither these parties nor the Secured Parties will seek a remedy relating to the protected interest until and unless it establishes that it held claims as of the Petition Date that were secured by value in the Debtor's collateral. The Secured Parties assert that their interests are secured by liens on substantially all of the Debtor's assets, including cash collateral. The ability of the Debtor to finance its operations and the availability of sufficient working capital and liquidity are vital to the Debtor's ability to preserve its assets, maintain its operations and secure counsel to represent it in this bankruptcy case. The Debtor has an immediate and critical need to use cash collateral on an interim basis and to obtain credit on an interim basis in order to, among other things, enable the orderly continuation of its operations and to administer and preserve the value of its estate. The ability of the Debtor to maintain business relationships with its vendors, suppliers and customers, to pay their employees and otherwise finance its operations requires the availability of working capital from the DIP financing and the use of cash collateral, the absence of either of which would immediately and irreparably harm the Debtor, its estate, and parties-in-interest. If the Debtor is unable to use its cash, including cash collateral for the purposes, the recoveries for all creditors, including the Secured Parties, will be greatly reduced, since under a "shut-down" scenario the value of the Debtor's estate would decline dramatically. Authorization to obtain postpetition financing and use cash collateral is (i) critical to the Debtor's ability to maximize value for its creditors, (ii) in the best interests of the Debtor and its estate, and (iii) necessary to avoid immediate and irreparable harm to the Debtor, its creditors, assets, businesses, goodwill and reputation. The Debtor does not have sufficient available sources of working capital and unencumbered cash with which to continue to operate its business in Chapter 11. The Debtor requires immediate authority to obtain postpetition financing and use cash collateral to continue its business operations without interruption and to pay counsel to successfully guide it through Chapter 11 reorganization. The Debtor must be authorized to obtain postpetition financing and use the Secured Parties' cash collateral to meet its ordinary course of business cash needs for the payment of its approved prepetition payroll, its retainer for counsel and actual postpetition expenses including, but not limited to, ordinary and necessary overhead expenses, taxes, insurance, utilities, and other routine and necessary vendors and other expenses as reflected in the Interim Budget through the date of the final hearing. In order to secure the DIP Financing, effective immediately upon entry of the interim court order, pursuant to Section 364(d) of the Bankruptcy Code, the lender is granted, continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected liens, senior in priority to any other security interest, on all assets, whether now existing or hereafter arising, to secure the Debtor's obligations under the DIP financing. The lender will also have a superpriority administrative expense claim under Section 503(b) of the Bankruptcy Code. As adequate protection for the use of Cash Collateral, the Secured Parties are granted a replacement lien under 11 U.S.C. § 361(2), junior only to the lien of lender: (i) to the extent the Secured Parties' cash collateral is used by the Debtor and such use results in a diminution of the value of their cash collateral; (ii) to the extent prepetition liens are valid; and (iii) a superpriority claim pursuant to 11 U.S.C. Section 507(b) limited to the extent of the diminution of the Secured Parties' interest in cash collateral such that the Secured Party is placed in an undersecured position. A copy of the court order is available at: http://bankrupt.com/misc/mdb17-19426-23.pdf About Capital Teas Inc. Capital Teas, Inc. -- http://www.capitalteas.com/-- is a retailer offering green, white, black, oolong, rooibos, mate, fruit tisane, and herbal tea products. The Debtor first opened its doors in 2007. Peter Martino is chief executive officer of the Debtor. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-19426) on July 11, 2017. Mr. Martino signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Lawrence J. Yumkas, Esq., and Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC, serve as the Debtor's legal counsel. Judge Robert A. Gordon presides over the case. CAR CHARGING: Robert Schweitzer Appointed to Board of Directors --------------------------------------------------------------- Car Charging Group, Inc., announced that Robert Schweitzer has been appointed to the Company's Board of Directors. In connection with the Company's application to have its shares of common stock listed on a national securities exchange, the majority of the Company's Board members need to be independent. In order to meet this objective, CarCharging's President, Andy Kinard, resigned as a Board member. With the appointment of Mr. Schweitzer and the resignation of Mr. Kinard, the majority of the Company's directors is now independent. Mr. Kinard remains a valuable employee of the Company. Mr. Schweitzer has extensive experience as a corporate director and in executive management, financial services, and real estate. Mr. Schweitzer currently serves on the Board of Directors for two public companies. He serves as Chairman of the Board for 1-800-PetMeds (NASDAQ: PETS) and as Lead Independent Director for OmniComm Systems Inc. (OTC: OMCM). Mr. Schweitzer most recently served as president and chief operating officer of Shay Investment Services, a holding company whose subsidiaries include Shay Financial Services Inc., a national association of securities dealers and brokers and Shay Assets Management Inc., an investment advisory firm. Prior to that, he served as president and chief executive officer of Equinox Bank and Northwest Savings Bank, and also as Regional President for Union Planters Bank (now Regions Bank). Mr. Schweitzer also worked as executive vice president and director Corporate Banking Group for Bank of America/Nationbank/Barnett Bank, Inc., Director and Head of the Real Estate, Construction & Environmental Consulting Group for Coopers & Lybrand, Washington, D.C., vice president & Manager of Mid-Continent Real Estate Division, The First National Bank of Chicago, and senior vice President and manager of Central North American Banking Group at Wachovia Corporation. "We are delighted to add Robert Schweitzer to our Board of Directors as another independent Board member," stated Michael D. Farkas, CarCharging's executive chairman and founder. "We believe that Robert's executive management and financial expertise will be a great addition to our current Board of Directors and will assist us in meeting the necessary requirements for being listed on a national securities exchange." "I am looking forward to working with CarCharging's Board and management team to help the Company reach its vast potential in this rapidly accelerating market," stated Robert Schweitzer. Mr. Schweitzer received his Master of Business Administration from University of North Carolina at Chapel Hill and his Bachelor of Science from the United States Naval Academy in Annapolis, Maryland. Mr. Schweitzer served for 30 years in the US Navy and Navy Reserves Nuclear Submarine Force, and retired with a rank of Captain. He is a certified Florida Supreme Court Mediator and certified FINRA arbitrator. He is also a licensed real estate broker in North Carolina and Florida. In connection with Mr. Schweitzer's appointment as a director of the Company, he signed a Board of Directors Offer Letter Agreement on July 14, 2017. The Director's Agreement took effect upon the Board's appointment of Mr. Schweitzer on July 17. Pursuant to the Director's Agreement, Mr. Schweitzer will receive 500,000 shares of the Company's restricted common stock by Aug. 1, 2017. The Company is currently in the process of pursuing: (i) a public offering of its securities; and (ii) the listing of its shares of common stock on a national securities exchange. Upon the sooner to occur of: (i) 20 calendar days after the closing of the Offering; and (ii) Oct. 31, 2017, the Board will vote upon and approve a compensation package for each Board member. Such vote will ensure that Mr. Schweitzer will be paid commensurate with his duties as Chairman of the Audit Committee, Chairman of the Compensation Committee, and member of the Nominating and Corporate Governance Committee, and lead "Independent Director". About Car Charging Miami Beach, Florida-based Car Charging Group, Inc. -- www.CarCharging.com -- is an owner, operator, and provider of electric vehicle charging equipment and networked EV charging services. The Company offers both residential and commercial EV charging equipment, enabling EV drivers to easily recharge at various location types. Car Charging reported a net loss attributable to common shareholders of $9.16 million on $3.32 million of total revenues for the year ended Dec. 31, 2016, compared with a net loss attributable to common shareholders of $9.58 million on $3.95 million of total revenue for the year ended Dec. 31, 2015. As of March 31, 2017, Car Charging had $2 million in total assets, $25.81 million in total liabilities, $825,000 in series B convertible preferred stock, and a $24.62 million total stockholders' deficiency. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred net losses since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CARRINGTON FARMS: Seeks to Use $160K Cash Through Oct. 31 --------------------------------------------------------- Carrington Farms Condominium Owners' Association seeks authorization from the U.S. Bankruptcy Court for the District of New Hampshire to use up to $159,983 of the proceeds of its accounts and other cash collateral to pay the costs and expenses for the period starting Aug. 1, 2017, and ending on Oct. 31, 2017. The Debtor will pay Granite Bank the sum of $5,342.55 on each of Aug. 7, 2017, Sept. 6, 2017, and Oct. 6, 2017. The Debtor proposes to grant Granite Bank a replacement lien on the collateral on which it holds a lien: a. all deposit accounts; b. an assignment of the right to assess and collect condominium fees; and c. all proceeds and products of the collateral. The Debtor's income is relatively stable as shown by the budget which projects the collection during the use period of $52,869.35 each month for the months of August, September and October 2017, respectively. During this case, the Debtor sought and received permission to spend a total of $270,168.10 in cash collateral, but only spent $210,000. The Budgets approved by this Court included $5,400 per month for the months of March, April, May and July 2017 and $6,500 for the month of June 2017 or a total of $28,100 to pay Liberty Utilities, which was the amount due based on the parties outside of bankruptcy budget plan. The Debtor continues to request $5,400 per month in keeping with the budget plan even though its actual expense for gas will be lower during the Use Period. The Debtor paid Liberty approximately $14,000 by a check that was not cashed because of the parties" negotiations regarding the payment of the pre-petition Liberty claim in lieu of a larger deposit. Liberty will void the check. The parties have concluded successfully their negotiations as shown by the Debtor's Ex Parte Non-Adversarial Motion for Order Permitting Debtor to Pay Liberty Utilities (New Hampshire)'s Pre-Petition Utility Claim in Lieu of Deposit or, Alternatively, Provide Adequate Protection in the Form of a Deposit. As a result, the Debtor will pay Liberty the sum of $26,500 during the month of July, 2017 (Which will be shown in the July 2017 MOR), but the payment will come from the money made available by previously entered cash collateral court orders. The "Bldg. Repairs/Maintenance" line is higher than the $6,000 per month accrual number used in previous budgets. The Debtor did not allocate any money for this item in the previous Budget. As a result, the Debtor increased the amount allocated for maintenance. On the Petition Date, the Debtor had cash on hand in the amount of $147,322.81. The Budget projects the collection of $158,608.05 in condominium fees and other revenues over the Use Period. The Budget projects the use and expenditure of $159,982.65 in cash collateral during the Use Period. The Budget includes the $5,342.55 per month to be paid to the bank as adequate protection payments. As a result, the Debtor will be able to pay all of its current financial liabilities without depleting its cash on hand on the Petition Date. At the end of the Use Period, the Debtor expects to have $178,625.40 in cash on hand -- $31,302.59 more than the amount of the Bank deposits on the Petition Date. Its operating account and reserve accounts should have $96,595.11 and $82,030.29, respectively. The Debtor will provide the Bank with a replacement lien on (i) the Bank Collateral with the same perfection and priority that it had in assets prior to the Petition Date, and (ii) the Debtor's post-petition assets of the same kinds, nature, and types as the Bank Collateral, as well as the proceeds thereof. The Replacement Liens will be deemed valid and perfected notwithstanding the requirements of non-bankruptcy law and will be senior to any security interests, liens or allowed superpriority claim subsequently granted to any other person or entity. A copy of the Debtor's request is available at: http://bankrupt.com/misc/nhb17-10137-120.pdf As reported by the Troubled Company Reporter on June 22, 2017, the Court the Debtor permission to continue using up to $99,704 in cash collateral to pay the costs and expenses incurred by the Debtor in the ordinary course of business from June 1, 2017, until July 31, 2017. About Carrington Farms Condominium Owners Association Carrington Farms Condominium Owners' Association, a not for profit, voluntary association organized under RSA 292, is responsible for the management and operation of Carrington Farms. It is managed by NH Core Properties, LLC., acting through Tom Carroll. Although it was administratively dissolved, Carrington Farms Condominium Owners' Association has applied for reinstatement. Carrington Farms Condominium Owners' Association filed a Chapter 11 bankruptcy petition (Bankr. D.N.H. Case No. 17-10137) on Feb. 3, 2017. Gary Woscyna, President, signed the petition. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $500,000 to $1 million in liabilities. William S. Gannon, Esq., at William S. Gannon PLLC is serving as counsel to the Debtor. CARRINGTON FARMS: Unsecureds to Get 50% Dividend in 120 Months -------------------------------------------------------------- Carrington Farms Condominium Owners' Association filed with the U.S. Bankruptcy Court for the District of New Hampshire a disclosure statement dated July 12, 2017, pertaining to the Debtor's plan of reorganization. Class 6 General Unsecured Class will get a dividend of 50% of each allowed claim, without interest, in 120 consecutive, equal monthly installments. Projected dividend is a total of $990 per month shared pro rata by creditors holding allowed claims. The Debtor may waive a condition precedent by filing a written notice of waiver with the Court. The Debtor expects the Plan to become effective on Oct. 1, 2017. On the Effective Date, the Plan will become a valid and binding contract and will be enforceable by and against the Debtor and all plan parties in accordance with applicable state and federal law. In essence, the Plan creates a new relationship between the Debtor and the other plan parties although it may be based in whole or in part on pre-petition documents in the case of allowed secured creditors. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nhb17-10137-114.pdf About Carrington Farms Condominium Owners Association Carrington Farms Condominium Owners' Association, a not for profit, voluntary association organized under RSA 292, is responsible for the management and operation of Carrington Farms. It is managed by NH Core Properties, LLC, acting through Tom Carroll. Although it was administratively dissolved, Carrington Farms Condominium Owners' Association has applied for reinstatement. Carrington Farms Condominium Owners' Association filed a Chapter 11 bankruptcy petition (Bankr. D.N.H. Case No. 17-10137) on Feb. 3, 2017. Gary Woscyna, President, signed the petition. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $500,000 to $1 million in liabilities. William S. Gannon, Esq., at William S. Gannon PLLC, is serving as counsel to the Debtor. CARVER BANCORP: Form 10-K Delay Triggers Nasdaq Noncompliance ------------------------------------------------------------- Carver Bancorp, Inc., disclosed that on July 17, 2017, the Company received a letter from the Nasdaq Stock Market stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Annual Report on Form 10-K for the period ended March 31, 2017, with the U.S. Securities and Exchange Commission. As previously disclosed, the Company was unable to file its Form 10-K on time because, after consultation with BDO USA, LLP, the Company's independent registered public accounting firm, the Company has determined that it will restate its consolidated financial statements for the fiscal year ended March 31, 2016, and its unaudited interim financial statements for each of the fiscal quarters ended June 30, 2015, through Dec. 31, 2016. The Nasdaq Stock Market letter states that the Company has until Sept. 15, 2017, to submit a plan to regain compliance with its rules. The Company said it is working diligently with its auditors and other external advisers to complete the necessary work required to file its Form 10-K for the period ended March 31, 2017, with the SEC. The Company intends to notify the Nasdaq Stock Market of such filing as soon as it is practicable. About Carver Bancorp Carver Bancorp, Inc., is the holding company for Carver Federal Savings Bank, a federally chartered stock savings bank. Carver -- http://www.carverbank.com/-- was founded in 1948 to serve African-American communities whose residents, businesses, and institutions had limited access to mainstream financial services. In light of its mission to promote economic development and revitalize underserved communities, Carver has been designated by the U.S. Department of the Treasury as a community development financial institution. Carver is the largest African- and Caribbean-American managed bank in the United States, with nine full-service branches in the New York City boroughs of Brooklyn, Manhattan, and Queens. Carver Bancorp reported a net loss attributable to the Company of $170,000 for the year ended March 31, 2016, following a net loss attributable to the Company of $272,000 for the year ended March 31, 2015. As of Dec. 31, 2016, Carver had $698.9 million in total assets, $647.5 million in total liabilities, and $51.42 million in total equity. KPMG LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has deferred interest payments on its junior subordinated debentures through March 31, 2016. Under the terms of the debentures, the Company may defer payments for up to twenty consecutive quarters without creating an event of default. Payment for the twentieth quarterly interest deferral period is due in September 2016 and is subject to approval by the Company's banking regulator. The auditors said the ability of the Company to meet its debt service obligations raises substantial doubt about its ability to continue as a going concern. CARVER BANCORP: Will Restate Previously Filed Financial Statements ------------------------------------------------------------------ As previously disclosed, management of Carver Bancorp, Inc. has identified material weaknesses in the Company's internal control over financial reporting and has been engaged in an ongoing review of its financial reporting and reconciliation practices and remediation of related control weaknesses with the assistance of its new chief financial officer, who joined the Company in March 2016. In conjunction with the ongoing review of reconciliations and internal controls, approximately $1.8 million of reconciling items were identified as uncollectable and written off primarily during the fourth quarter of fiscal 2017; management has reviewed and evaluated the items written off and has concluded that $1.2 million of these write-offs should be accounted for in prior periods. Management's current evaluation of the items written off indicates that approximately $420,000 of the amount written off should be accounted for in fiscal 2016 and the remainder should be accounted for in years prior to fiscal 2016. On July 7, 2017, upon the recommendation of management, the Audit and Finance Committee of the Board of Directors determined that the combined effect of the items written off was material to the Company's financial statements and that the Company would restate its financial statements for the fiscal year ended March 31, 2016, and its unaudited interim financial statements for the fiscal quarters ended June 30, 2015, through Dec. 31, 2016. Accordingly, the Company's financial statements for those fiscal periods previously filed with the SEC, including interim periods within such fiscal years, should no longer be relied upon. In addition, any previously issued press release or other publicly issued statement by the Company containing financial information for such periods should not be relied upon. The Audit Committee has engaged the Company's current independent registered public accounting firm, BDO USA, LLP, to reaudit the Company's financial statements for the fiscal year ended March 31, 2016. As previously disclosed, BDO was retained by the Company as its independent accounting firm in July 2016. Although the Company cannot at this time estimate when the reaudit of its consolidated financial statements for fiscal 2016 will be completed, it is diligently pursuing completion of the reaudit and intends to file the Form 10-K as soon as reasonably practicable. Following completion of such reaudit, the Company plans to file restated financial statements for the affected fiscal period along with its financial statements for fiscal 2017. The Company does not expect to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017, by the Aug. 14, 2017, deadline. The Company has informed KPMG LLP, the Company's former independent registered public accounting firm, of the matters disclosed in this filing. The Audit Committee and the Company's management have discussed the matters disclosed in this Current Report on Form 8-K with BDO. About Carver Bancorp Carver Bancorp, Inc., is the holding company for Carver Federal Savings Bank, a federally chartered stock savings bank. Carver -- http://www.carverbank.com/-- was founded in 1948 to serve African-American communities whose residents, businesses, and institutions had limited access to mainstream financial services. In light of its mission to promote economic development and revitalize underserved communities, Carver has been designated by the U.S. Department of the Treasury as a community development financial institution. Carver is the largest African- and Caribbean-American managed bank in the United States, with nine full-service branches in the New York City boroughs of Brooklyn, Manhattan, and Queens. Carver Bancorp reported a net loss attributable to the Company of $170,000 for the year ended March 31, 2016, following a net loss attributable to the Company of $272,000 for the year ended March 31, 2015. As of Dec. 31, 2016, Carver had $698.9 million in total assets, $647.5 million in total liabilities, and $51.42 million in total equity. KPMG LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has deferred interest payments on its junior subordinated debentures through March 31, 2016. Under the terms of the debentures, the Company may defer payments for up to twenty consecutive quarters without creating an event of default. Payment for the twentieth quarterly interest deferral period is due in September 2016 and is subject to approval by the Company's banking regulator. The auditors said the ability of the Company to meet its debt service obligations raises substantial doubt about its ability to continue as a going concern. CAYOT REALTY: Wells Fargo Opposes Approval of Plan -------------------------------------------------- Wells Fargo Bank, National Association, asked the U.S. Bankruptcy Court for the Southern District of New York to deny approval of the latest Chapter 11 plan and disclosure statement proposed by Cayot Realty, Inc. In a court filing, Wells Fargo argued the amendments made to the original documents "do not bring [Cayot's] case closer to confirmation and do not provide creditors with the recoveries to which they are entitled." "On the merits, the amended plan and amended disclosure statement now before the court suffer from the same infirmities as the original plan and original disclosure," the bank said. Wells Fargo further argued that the latest plan also seeks to proceed on a "no one can vote" basis. Wells Fargo can be reached through: Thomas A. Draghi, Esq. Westerman Ball Ederer Miller Zucker & Sharfstein, LLP 1201 RXR Plaza Uniondale, NY 11556 Tel: (516) 622-9200 About Cayot Realty Cayot Realty Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-22664) on May 16, 2016. The petition was signed by Charles L. Cayot III, president. The case is assigned to Judge Robert D. Drain. The Debtor disclosed total assets of $3.02 million and total debts of $2.15 million. On April 7, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. CHANDLER HEALTH: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Affiliated debtors that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Chandler Health & Rehab Center, LLC 17-51550 PO Box 1277 Forsyth, GA 31029 Fairhope Health & Rehab, LLC 17-51551 PO Box 1277 Forsyth, GA 31029 Meadowbrook Extended Care, LLC 17-51552 PO Box 1277 Forsyth, GA 31029 Ridgeview Extended Care, LLC 17-51553 PO Box 1277 Forsyth, GA 31029 Type of Business: Each of the debtors is engaged in the healthcare business as defined in 11 U.S.C. Sec. 101(27A). Chandler Health owns a rehabilitation center in Alabaster, Alabama. Fairhope Health & Rehab owns a rehabilitation center in Fairhope, Alabama. Meadowbrook Extended Care is a nursing homes operator based in Birmingham, AL. Ridge View is an assisted living community located off of highway 280 in the Meadow Brook area. Ridge View has 46 spacious Assisted Living apartments with various floor plans. Its community features a private dining room, front porch, patio areas, library, courtyard, hair salon, and community living room for its residents and their families to enjoy. Chapter 11 Petition Date: July 20, 2017 Court: United States Bankruptcy Court Middle District of Georgia (Macon) Debtors' Counsel: Wesley J. Boyer, Esq. BOYER LAW FIRM, L.L.C. 348 Cotton Avenue, Ste 200 Macon, GA 31201 Tel: 478-742-6481 E-mail: wjboyer_2000@yahoo.com wes@wesleyjboyer.com Estimated Estimated Assets Liabilities ---------- ----------- Chandler Health & Rehab Center, LLC $500K-$1M $1M-$10M Fairhope Health & Rehab, LLC $500K-$1M $1M-$10M Meadowbrook Extended Care, LLC $500K-$1M $500K-$1M Ridgeview Extended Care, LLC $500K-$1M $100K-$500K The petitions were signed by Michael E. Winget, Sr., managing member. Chandler Health & Rehab Center's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/gamb17-51550.pdf Fairhope Health & Rehab's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/gamb17-51551.pdf Meadowbrook Extended Care's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/gamb17-51552.pdf Ridgeview Extended Care's list of 12 unsecured creditors is available for free at http://bankrupt.com/misc/gamb17-51553.pdf Pending bankruptcy cases filed by affiliates: Petition Debtor Court Case No. Date ------ ----- -------- -------- Gordon Oaks at Greystoke, LLC M.D. Ga. 17-51472 7/12/17 Porter Field Health & Rehab Center, LLC M.D. Ga. 17-51362 6/27/17 CHIEFTAIN SAND: Unsecureds to Get Nothing Under Liquidating Plan ---------------------------------------------------------------- General unsecured creditors will get nothing under the Chapter 11 plan of liquidation jointly proposed by Chieftain Sand and Proppant, LLC, and Chieftain Sand and Proppant Barron, LLC. Under the liquidating plan, creditors holding allowed Class 5 general unsecured claims will receive no distribution, are deemed to have rejected the plan, and are not entitled to vote. The estimated amount of general unsecured claims range from $6.04 million to $20 million. The plan will be funded from cash available on and after the effective date, including funds available from the liquidation of the remaining assets and resolution of causes of action, according to the companies' disclosure statement filed with the U.S. Bankruptcy Court in Delaware. A copy of the disclosure statement is available for free at https://is.gd/Axq1bj About Chieftain Sand and Proppant, LLC Chieftain Sand and Proppant, LLC, is a privately-owned producer of hydraulic fracturing sand("Frac Sand"), a monocrystalline sand used as a proppant (a solid material, typically sand, designed to keep an induced hydraulic fracture open) to enhance oil and gas product recovery in petroleum-rich unconventional shale deposits. Frac Sand is known as a "proppant" because it props the fractures open by forming a network of pore spaces that allow petroleum fluids to flow out of the rock and into the well. Chieftain Sand and Proppant, LLC and affiliate Chieftain Sand and Proppant Barron, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10064) on Jan. 9, 2017. Judge Kevin Gross presides over the cases. The Debtors hired Gibbons P.C. as counsel; Eisner Amper LLP as financial advisor; Tudor Pickering Holt Co. as investment bankers; KPMG LLP as auditor; and Donlin, Recano & Company, Inc., as claims and noticing agent. * * * On March 27, 2017, the Bankruptcy Court approved the sale of substantially all of the assets of Chieftain Sand and Proppant, LLC to Mammoth Energy Services, Inc., for $35.25 million. Mammoth intends to finance the $35.25 million purchase price with cash on hand and borrowings under its revolving credit facility. CORONA BUMPERS: Access to Continental's Cash Collateral Denied -------------------------------------------------------------- The Hon. Stephen L. Johnson of the U.S. Bankruptcy Court for the Northern District of California has denied Corona Bumpers, Inc.'s motion to use cash collateral of Continental Bank. A motion to use cash collateral must include: (1) a budget and the amount of cash collateral sought to be used; (2) the name and address of each entity with an interest in the cash collateral; (3) facts demonstrating the need to use cash collateral and the material terms; and (4) the method of adequate protection to be provided those with an interest in the collateral The Court's guidelines for cash collateral & financing motions and stipulations impose additional requirements, including at a minimum, a certification signed by the Debtor's counsel that the motion to use cash collateral complies with the Guidelines. The Debtor's motion has no information on the amounts of the cash collateral, the monthly revenues, and the monthly operational expenses. The motion lacks basic factual allegations, does not contain a budget, and has no supporting evidence. The Debtor conclusorily states that the collateral is not declining in value and that the value is $53,500, but Debtor does not identify the collateral or provide any evidentiary support. The Debtor also conclusorily states that it is "generating substantial monthly revenues" without providing any quantitative evidence. The Debtor fails to disclose the nature and date of the subject lien, and what other entities, if any, have a security interest in the collateral. And there is no effort made to comply with the Court's Guidelines. Furthermore, the motion was not accompanied by a certificate of service. The Court cannot determine if the motion was served on Continental Bank and other creditors as required by Bankruptcy Rule 4001(b)(1)(C). A copy of the Order is available at: http://bankrupt.com/misc/canb17-50924-37.pdf As reported by the Troubled Company Reporter on June 19, 2017, the Debtor sought court authorization to use the cash collateral interests of the Continental Bank. A hearing was set for July 26, 2017, at 2:00 p.m. About Corona Bumpers Corona Bumpers, Inc., filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-50924) on April 20, 2017. Mario Vidal, authorized representative, signed the petition. The Debtor estimated $50,000 to $100,000 in assets and $100,000 to $500,000 in liabilities. The case is assigned to Judge Stephen L. Johnson. The Debtor is represented by Drew Henwood, Esq., at The Law Offices of Drew Henwood. CORONA BUMPERS: Bid to Use Merchant Cash Collateral Denied ---------------------------------------------------------- The Hon. Stephen L. Johnson of the U.S. Bankruptcy Court for the Northern District of California has denied Corona Bumpers, Inc.'s motion to use cash collateral of Merchant Cash and Capital, LLC. A motion to use cash collateral must include: (1) a budget and the amount of cash collateral sought to be used; (2) the name and address of each entity with an interest in the cash collateral; (3) facts demonstrating the need to use cash collateral and the material terms; and (4) the method of adequate protection to be provided those with an interest in the collateral. The Court's guidelines for cash collateral and financing motions and stipulations impose additional requirements, including at a minimum, a certification signed by the Debtor's counsel that the motion to use cash collateral complies with the Guidelines. The Debtor's motion has no information on the amounts of the cash collateral, the monthly revenues, and the monthly operational expenses. The motion lacks basic factual allegations, does not contain a budget, and has no supporting evidence. The Debtor conclusorily states that the collateral is not declining in value and that the value is $53,500, but the Debtor does not identify the collateral or provide any evidentiary support. The Debtor also conclusorily states that it is "generating substantial monthly revenues" without providing any quantitative evidence. The Debtor fails to disclose the nature and date of the subject lien, and what other entities, if any, have a security interest in the collateral. And there is no effort made to comply with the Court's Guidelines. Furthermore, the motion was not accompanied by a certificate of service. The Court cannot determine if the motion was served on Merchant Cash and Capital and other creditors as required by Bankruptcy Rule 4001(b)(1)(C). A copy of the court order is available at: http://bankrupt.com/misc/canb17-50924-38.pdf As reported by the Troubled Company Reporter on June 27, 2017, the Debtor asked for court permission to use the cash collateral. A hearing was scheduled for July 26, 2017, at 2:00 p.m. About Corona Bumpers Corona Bumpers, Inc., filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-50924) on April 20, 2017. The petition was signed by Mario Vidal, authorized representative. At the time of filing, the Debtor estimated $50,000 to $100,000 in assets and $100,000 to $500,000 in liabilities. The case is assigned to Judge Stephen L. Johnson. The Debtor is represented by Drew Henwood, Esq., at The Law Offices of Drew Henwood. CRIMSON INVESTMENT: Disclosures OK'd; Plan Hearing on Aug. 17 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Oregon has approved the disclosure statement Crimson Investment Group, LLC, filed on July 10, 2017, referring to the Debtor's plan of reorganization dated July 10, 2017. The hearing on confirmation of the Plan will be held on Aug. 17, 2017, at 1:30 p.m. Objections to the Plan must be filed no later than seven days before the Hearing. Written ballots accepting or rejecting the Plan must be received by the proponent of the Plan no less than seven days before the Hearing. A summary of the ballots by class and a report of administrative expenses must be filed with the Clerk's Office no later than three business days before the Hearing. About Crimson Investment Crimson Investment Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 16-32747) on July 14, 2016. The petition was signed by Tracey Baron, manager. The case is assigned to Judge Trish M. Brown. The Debtor tapped Michael D. O'Brien & Associates P.C. as counsel. At the time of the filing, the Debtor disclosed $852,102 in assets and $1.4 million in liabilities. CROWN CASTLE: Moody's Affirms (P)Ba1 Sr. Subordinate Shelf Rating ----------------------------------------------------------------- Moody's Investors Service affirmed Crown Castle International Corp.'s ratings, including the Baa3 senior unsecured rating, and revised the rating outlook to negative from stable. The rating action follows Crown Castle's announcement that it agreed to acquire privately-held LTS Group Holdings LLC (Lightower, rated B2 CFR stable outlook) for $7.1 billion in cash. Lightower owns or has rights to approximately 32,000 route miles of fiber assets located primarily in metro markets in the Northeast, including Boston, New York and Philadelphia. The acquisition is expected to close by the end of 2017. The rating affirmation reflects Moody's view that the acquisition is strategically sound and offers attractive growth opportunities in the small cell segment that would benefit Crown Castle in the longer term. The change in rating outlook to negative reflects leverage that is higher than original expectations and that the high capital investment required to grow the Lightower business will temper the pace of the REIT's deleveraging in the next 12 to 18 months. In addition to higher leverage over a longer period of time, the negative rating outlook reflects Moody's view that the large Lightower acquisition will have high integration risk. The following ratings were affirmed: Crown Castle International Corp.: - Senior Unsecured debt at Baa3; - Senior Unsecured Shelf at (P)Baa3; - Senior Subordinate Shelf at (P)Ba1; CC Holdings GS V LLC: - Senior Secured debt at Baa2. Moody's believes that long term the acquisition enhances Crown Castle's capacity to pursue significant small cell opportunities by providing fiber inventory in several top metro markets where the REIT has little or no existing small cell footprint. Pro-forma for the Lightower acquisition, Crown Castle will double its fiber footprint and will own or have rights to approximately 60,000 route miles of fiber. With presence in all of the top 10 and 23 of the top 25 metro markets, Crown Castle will be one of the larger fiber network operators in the US. Moody's expects that Crown Castle will be able to successfully leverage its expertise in the small cell deployments to increase co-location revenues on its newly acquired fiber footprint. However, capital spending to support the Lightower business is high and predicated on adding fiber capacity via building more routes and deepening its metro presence, all of which is high capital investments. While serving to enhance CCI's competitive position and growth prospects in the small cell market, the acquisition will temper the REIT's deleveraging pace over the next 12-18 months. The acquisition comes before the REIT has delevered to its self-imposed long term Net Debt/EBITDA target of 4x-5x (per its own definition), or 5x-6x including Moody's operating lease adjustments. Largely due to the recent acquisitions in the small cells segment and the higher capital investments associated with this business, Crown Castle's Net Debt/EBITDA after adjusting for operating leases was high at 6.9x (including Moody's adjustment for operating leases) at the end of Q2 2017. Moody's recognizes that Crown Castle is funding this significant acquisition in a leverage-neutral manner, including a sizable equity component ($3.25 billion of common stock and $1.5 billion of mandatory convertible preferred stock launched on July 19th). Importantly, Crown Castle's senior management has articulated publicly that it will continue to target a net debt to EBITDA leverage (by the REIT's definition) of 4x -5x over the longer term. These positives help to support the existing rating despite leverage metrics that are expected to remain elevated over the next 12-18 months. RATINGS RATIONALE Crown Castle's Baa3 senior unsecured rating reflects the REIT's position as one of the leading independent provider of wireless infrastructure in the U.S., good geographic diversification within the domestic market, and strong liquidity. CCI's high visibility into future earnings due to long-term leases with annual escalations, and the ability to generate significant free cash flow also support the rating. Moody's believes that the wireless infrastructure industry fundamentals and growth trends in both - towers and small cells - remain favorable over the next several years owing to continued strong demand for wireless, data services, and the acceleration in mobile traffic and continued build out of carriers' wireless networks. These credit strengths are counterbalanced by the REIT's material levels of secured debt in its capital structure and the remaining structural subordination. With its top four tenants contributing 85% of Q2 2017 site rental revenues, Crown Castle's tenant concentration is high. The REIT's ratings are also tempered by its exposure to technology network shifts or major technological transformation and untested alternative use for its properties should such dramatic changes occur -- risks that are not typically associated with traditional commercial REITs. The negative rating outlook reflects the additional risk that Crown Castle will face in restoring its operating leverage in the next 12-18 months as it integrates its newly acquired Lightower business and invests in small cell deployments. The rating outlook would likely be stabilized once Crown Castle has de-levered closer to 6x Net Debt/EBITDA (after applying Moody's operating lease adjustments). Continued successful execution and integration of recent acquisitions as well as ample liquidity would also be needed for a return to a stable rating outlook. A downgrade would be precipitated by significant deterioration in operating performance or if the REIT continues to operate with elevated leverage, such that net debt/EBITDA is sustained above 6.5x (pro-forma for a full year of Lightower ownership) by the end of 2017 and above 6x by the end of 2018. Both leverage metrics are calculated including Moody's operating lease adjustments. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. DAVID'S BRIDAL: Bank Debt Trades at 24% Off ------------------------------------------- Participations in a syndicated loan under David's Bridal Inc is a borrower traded in the secondary market at 76.30 cents-on-the-dollar during the week ended Friday, July 7, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.60 percentage points from the previous week. David's Bridal pays 375 basis points above LIBOR to borrow under the $0.52 billion facility. The bank loan matures on Oct 11, 2019 and carries Moody's B3 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended July 7. DEXTERA SURGICAL: Has 40M Outstanding Common Shares as of July 18 ----------------------------------------------------------------- Dextera Surgical Inc. disclosed in a Form 8-K report filed with the Securities and Exchange Commission that the Company's outstanding capital stock of as of the close of business on July 18, 2017, was as follows: Shares of Common Stock: 40,406,526 Shares of Series A Convertible Preferred Stock: 0 Shares of Series B Convertible Preferred Stock: 273 About Dextera Surgical Dextera Surgical (Nasdaq:DXTR) designs and manufactures proprietary stapling devices for minimally invasive surgical procedures. Dextera Surgical also markets automated anastomosis devices for coronary artery bypass graft (CABG) surgery on the market today: the C-Port Distal Anastomosis Systems and PAS-Port Proximal Anastomosis System. These products are sold by Dextera Surgical under the Cardica brand name. Dextera reported a net loss of $15.98 million for the fiscal year ended June 30, 2016, following a net loss of $19.18 million for the year ended June 30, 2015. As of March 31, 2017, Dextera had $5.79 million in total assets, $9.64 million in total liabilities and a total stockholders' deficit of $3.85 million. BDO USA, LLP, in San Jose, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. DIAMONDHEAD CASINO: John St. Peter Resigns as Director ------------------------------------------------------ John St. Peter tendered his resignation to the Board of Directors on July 18, 2017. Mr. St. Peter was appointed to the Board of Directors on April 21, 2015, and was a member of the Compensation and Nominating Committees. In his resignation letter, Mr. St. Peter expressed no disagreements with management of the Company, according to a Form 8-K report filed with the Securities and Exchange Commission. About Diamondhead Casino Largo, Fla.-based Diamondhead Casino Corporation, from inception through approximately August of 2000, operated gaming vessels in international waters. The Company eventually divested itself of its gaming operations to satisfy financial obligations to its vendors, lenders and taxing authorities and to focus its resources on the development of a casino resort in Diamondhead, Mississippi. The Company owns, through its wholly-owned subsidiary, Mississippi Gaming Corporation, an approximate 404.5 acre tract of unimproved land in Diamondhead, Mississippi. The property is located at 7051 Interstate 10. The Company intends, in conjunction with unrelated third parties, to develop the site in phases beginning with a casino resort. The casino resort is expected to include a casino, a hotel and spa, pools, a sport and entertainment center, a conference center and a state-of-the-art recreational vehicle park. Diamondhead reported a net loss applicable to common stockholders of $1.28 million for the year ended Dec. 31, 2016, compared to net income applicable to common stockholders of $53,242 for the year endd Dec. 31, 2015. As of Dec. 31, 2016, Diamondhead had $5.60 million in total assets, $9.05 million in total liabilities and a total stockholders' deficiency of $3.45 million. Friedman LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred significant recurring net losses over the past several years. In addition, the Company has no operations, except for its efforts to develop the Diamondhead, Mississippi property. Those efforts may not contribute to the Company's cash flows for the foreseeable future. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's continued existence is dependent upon its ability to raise the necessary capital with which to satisfy liabilities, fund future costs and expenses and develop the Diamondhead, Mississippi property. DURHAM STUDENT ASSOC: BlueTree Advisors to Wind Up Assets --------------------------------------------------------- BlueTree Advisors II Inc. was appointed as receiver of the Student Association of Durham College & UOIT ("Joint SA") with a mandate to wind-up the affairs of the Joint SA and facilitate the creation of separate student associations for the students of Durham College and UOIT by Aug. 1, 2017. The receiver intends to bring a motion to be heard in the court located at 330 University St., 8th floor, Toronto, Ontario, at 10:00 a.m., on July 27, 2017, to discuss the arrangements in respect to the Joint SA and transition to the NEW UOIT student union association. Once arrangements are finalized, the receiver will seek court approval of the arrangements, including the distribution of its assets to the new UOIT student union and the new Durham College Student Association and releases of any claims against the Joint SA and receiver by any parties in connection with these proceedings. Information relating to the receivership can be found at http://sadcuoit.ca/court-proceedings/further details of the motion will be outlined in a report to be delivered by the receiver on or before July 14, 2017, and will be posted on the case website. For more information, please contact Haddon Murray at hmurray@stikeman.com or by phone at (416) 859-5239. DURON SYSTEMS: Seeks to Hire Baker & Associates as Attorneys ------------------------------------------------------------ Duron Systems, Inc. seeks authority from the US Bankruptcy Court from the Southern District of Texas, Houston Division, to employ Reese W. Baker and Baker & Associates to act as the attorney for the Debtor in all matters arising in or related to the bankruptcy case. Professional services to be rendered by Baker are: a. analyze the financial situation, and rendering advice and assistance to the Debtor; b. advise the Debtor with respect to its duties as a debtor; c. prepare and file all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions and other legal papers; d. represent the Debtor at the first meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; e. represent the Debtor in all proceedings before the Court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; f. prepare and file a Disclosure Statement and Chapter 11 Plan of Reorganization; and g. assist the Debtor in any matters relating to or arising out of the captioned case. Baker received from the Debtor the total amount of $25,000 prior to filing the chapter 11 case. The total pre-petition fees and expenses were $10,179 (including the filing fee of $1,717.00). The remaining amount of $14,821 will remain deposited in the IOLTA. Baker & Associates' Fee/rate Schedule as of January 1, 2017: Attorneys Reese W. Baker RWB $450 Ryan Lott RL $310 Karen Rose KR $375 Of Counsel George Rick Carter RC $350 Paralegals Tammy Chandler TC 125 Jennifer Hunt JH 125 Amanda Ginesta AG 125 Gabby Martinez GM 125 Katherine Wright KW 125 Susanne Taylor ST 150 Angela Harpin AH 150 Alfredo Cruz AC 150 Reese W. Baker attests that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The Firm can be reached through: Reese W. Baker BAKER & ASSOCIATES Katy Freeway Ste. 200 Houston, TX 77002 Tel: (713) 869-9200 Fax: (713) 869-9100 About Duron Systems Established in 1980, Duron Systems, Inc. -- http://www.duronsystems.com/-- is an oil and gas fabrication facility located in Houston, Texas. The Company offers turnkey project management solutions to meet its customers' ever-increasing demands. Duron features its own pull test facilities up to 100,000 Lbs., stress relieving and hydro-testing equipment, and 24-hour operations. Its fabrication and cladding weld procedures are qualified to AWS, ASME, DNV, ABS, API, NACE, and specific customer requirements. As the only AWS certified fabricator in Houston, Duron Systems also maintains an ISO Compliant Process Management System. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-33692) on June 13, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Phillip Lower, director. Judge Karen K. Brown presides over the case. Reese W Baker, Esq., at Baker & Associates serves as the Debtor's bankruptcy counsel. EAST BAY DRY: August 24 Hearing on Plan Confirmation ---------------------------------------------------- Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle District of Florida conditionally approved East Bay Dry Cleaners, Inc.'s amended disclosure statement to accompany its plan of reorganization filed on June 28, 2017. Any written objections to the Disclosure Statement must be filed with the court and served no later than seven days prior to the date of the hearing on confirmation. The court will conduct a hearing on confirmation of the Chapter 11 Plan of Reorganization on August 24, 2017, at 10:30 a.m., Courtroom 9B, U.S. Bankruptcy Court, 801 North Florida Avenue, Tampa, Florida. Parties in interest must submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. Objections to confirmation mube filed with the court and served no later than seven days before the date of the Confirmation Hearing. About East Bay Dry Cleaners East Bay Dry Cleaners, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Fla. Case No. 17-00557) on January 24, 2017. The petition was signed by Howard Wolfson, president. At the time of the filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. Judge K. Rodney May presides over the case. David W. Steen, Esq., at David W. Steen, P.A. represents the Debtor as bankruptcy counsel. The Debtor hired Gilman & Ciocia Tax and Financial Planning as its accountant. No official committee of unsecured creditors has been appointed. On May 15, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. EMEDICAL STRATEGIES: Hearing on Plan Outline Approval on Aug. 10 ---------------------------------------------------------------- The Hon. Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey has scheduled for Aug. 10, 2017, at 10:00 a.m. the hearing to consider the approval of eMedical Strategies, LLC's disclosure statement referring to the Debtor's plan of reorganization. Objections to the Disclosure Statement must be filed no later than 14 days prior to the hearing. About eMedical Strategies LLC eMedical Strategies, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-22851) on June 23, 2017. Paul Yu, member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than 500,000 and liabilities of less than $1 million. The Debtor is represented by Richard D. Trenk, Esq., at Trenk, DiPasquale, Della Fera & Sodono, P.C. ESTEBAN DISTRIBUTOR: Unsecured Priority Claims to be Paid in 60 Mos ------------------------------------------------------------------- Esteban Distributor Inc. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a small business disclosure statement and plan of reorganization, dated July 14, 2017. This plan proposes that Class 2 unsecured priority claims will be paid in full from the Debtor's on going sales operations within 60 months in years 1 and 2 of the plan. The previous version of the plan did not specify a time period for the payment. It only stated that Class 2 unsecured priority claims will be paid in full from the Debtor's on going sales operations in years 1 and 2 of the plan. The hearing on final approval of the Disclosure Statement and to consider the confirmation of this plan is on August 18, 2017, at 9:30 a.m. A full-text copy of the Latest Disclosure Statement is available at: http://bankrupt.com/misc/prb16-03799-11-134.pdf About Esteban Beauty Esteban Beauty Distributor Corp. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Puerto Rico (Case No. 16-03796) on May 11, 2016. Esteban Distributor Inc.'s bankruptcy case is Case no. 16-03799. FIELDPOINT PETROLEUM: Closes Sale of 401 Net Acres in New Mexico ---------------------------------------------------------------- FieldPoint Petroleum Corporation has completed the sale of 401 net acres in Lea County, New Mexico, held by multiple East Lusk 15 Federal Com wells and the Jennings Federal Com No. 1 well, to a private E&P company. FieldPoint will retain its 43.75% net working interest in the East Lusk Wells and its 87.50% net working interest in the Jennings Well. Total sales price for the asset was $1,200,000. Phillip Roberson, president and CFO, said, "One million dollars of the funds from this transaction were used to further reduce outstanding bank debt. The remaining balance will be used for operating expenses. We are fortunate to be able to make another significant reduction in debt without a loss in production. Today's transaction is another step toward regaining compliance with the terms of our bank debt, and with the NYSE listing requirements. We will continue to market non-core assets to pay down debt, while searching for new growth opportunities." About Fieldpoint Petroleum FieldPoint Petroleum Corporation acquires, operates and develops oil and gas properties. Its principal properties include Block A-49, Spraberry Trend, Giddings Field, and Serbin Field, Texas; Flying M Field, Sulimar Field, North Bilbrey Field, Lusk Field, and Loving North Morrow Field, New Mexico; Apache Field, Chickasha Field, and West Allen Field, Oklahoma; Longwood Field, Louisiana; and Big Muddy Field, Wyoming. As of Dec. 31, 2015, the Company had varying ownership interests in 472 gross wells (113.26 net). FieldPoint Petroleum Corporation was founded in 1980 and is based in Austin, Texas. Fieldpoint incurred a net loss of $2.47 million for the year ended Dec. 31, 2016, compared to a net loss of $10.98 million for the year ended Dec. 31, 2015. As of March 31, 2017, Fieldpoint had $8.59 million in total assets, $9.86 million in total liabilities and a total stockholders' deficit of $1.27 million. Hein & Associates LLP, in Dallas, Texas, 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 has a working capital deficit. This raises substantial doubt about the Company's ability to continue as a going concern. FULLCIRCLE REGISTRY: Appoints Four Directors to Board ----------------------------------------------------- The Board of Directors of FullCircle Registry, Inc., appointed four individuals to fill vacancies on the Board. The directors so appointed are as follows: * Paul Lowe, age 44, has been engaged in the ATM/Credit Card Processing industry as a Tech Support/Sales Consultant since 2007. Mr. Lowe attended the University of Louisville. * Jon R. Findley, age 65, is the current chief executive officer of the Company, serving in this capacity since September 2016. Mr. Findley has served as an executive in the real estate development, financial services, and broadcast and television industries. Immediately prior to being appointed to his present position with the Company, he was a principal of Stage 1 Development, LLC and Jigsaw Financial, LLC. At Stage 1 Development, which he formed in December of 2015, Mr. Findley managed financial analysis, strategic business planning, site acquisition, capital financing and project management for new real estate development projects. At Jigsaw Financial, which he formed in February 2014, Mr. Findley served as lead Financial Planner. From February 2009 until February 2014, Mr. Findley was a financial planner with Prudential Financial. * J. Leigh Friedman, age 64, was the general manager of the Company's Georgetown 14 Cinemas in Indianapolis from December 2014 until February 2016. Mr. Friedman was also was the owner and president of Movie Buff Theater in Indianapolis between March 2011 and September 2013, which was then sold to Studio Movie Grill. He attended Tulane University and the University of Illinois. * Curtis Shaw, Jr., age 48, is a 25-year professional in marketing, business development, and organizational management. Currently, Mr. Shaw is the principal of Kaizen Real Estate Advisors, an Indiana licensed commercial brokerage firm. Prior to forming Kaizen Real Estate Advisors, his career includes experience with Wells Fargo Bank as a branch manager and Community Development Manager, Worldspan (now Travelport) as the Northeast Regional Manager, and Allegiant Global as the global marketing director, responsible for driving growth opportunities in the US, Canada and Mexico. Curtis has a B.A. from the University of California at Santa Barbara, and a MBA from Howard University in Washington, D.C. The newly constituted Board of Directors unanimously approved the election of Jon R. Findley as Chairman of the Board. The following Officers were appointed by the Board of Directors, to serve at the pleasure of the Board of Directors: * Alec G. Stone - president * Matthew T. Long - secretary * Matthew T. Long - treasurer About FullCircle Registry Shelbyville, Kentucky-based FullCircle Registry, Inc. -- http://www.fullcircleregistry.co/-- targets the acquisition of small profitable businesses. FullCircle Registry is a holding company with three subsidiaries: FullCircle Entertainment, Inc., FullCircle Insurance Agency, Inc., and FullCircle Prescription Services, Inc. FullCircle's fully-owned subsidiary, FullCircle Entertainment, Inc., operates the Georgetown 14 Cinemas movie theater in Indianapolis, IN. The theater is currently transitioning to a new "Dine-in-Cinema LITE" business model. New food, recliner chairs and special events. Targeted completion is June, 2017. FullCircle Registry reported a net loss of $1.073 million on $1.087 million of revenues for the year ended Dec. 31, 2016, compared with a net loss of $695,700 on $1.142 million of revenues for the year ended Dec. 31, 2015. As of March 31, 2017, FullCircle had $4.51 million in total assets, $6.80 million in total liabilities and a total stockholders' deficit of $2.28 million. Somerset CPAs, P.C., issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern, the auditors noted. GENERAL NUTRITION: Bank Debt Trades at 6% Off --------------------------------------------- Participations in a syndicated loan under General Nutrition is a borrower traded in the secondary market at 93.80 cents-on-the-dollar during the week ended Friday, July 7, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.36 percentage points from the previous week. General Nutrition pays 250 basis points above LIBOR to borrow under the $1.35 billion facility. The bank loan matures on March 2, 2019 and carries Moody's Ba3 rating and Standard & Poor's BB rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended July 7. GENON MID-ATLANTIC: Moody's Assigns Caa1 CFR; Outlook Negative -------------------------------------------------------------- Moody's Investors Service affirmed GenOn Mid-Atlantic, LLC (GenMA)'s pass-through certificates rating of Caa1 with a negative outlook. As a result of the bankruptcy filing at its parent companies -- GenOn Americas Generation, LLC. and GenOn Energy Inc., for which the ratings were withdrawn - GenMA is now evaluated as an independent entity. Moody's has therefore assigned GenMA a corporate family rating (CFR) of Caa1 and a probability of default rating (PDR) of D-PD. The PDR reflects the missed payment on GenMa's pass-through certificates, which were due June 30, 2017. Assignments: Issuer: GenOn Mid-Atlantic, LLC -- Probability of Default Rating, Assigned D-PD -- Speculative Grade Liquidity Rating, Assigned SGL-3 -- Corporate Family Rating, Assigned Caa1 Outlook Actions: Issuer: GenOn Mid-Atlantic, LLC -- Outlook, Remains Negative Affirmations: Issuer: GenOn Mid-Atlantic, LLC -- Senior Secured Pass-Through, Affirmed Caa1 (LGD2) RATINGS RATIONALE GenMA's Caa1 rating reflects a high expected recovery rate on the defaulted certificates. A forbearance agreement has been signed, which provides for a standstill on enforcement of remedies until August 15, 2017. The owner lessor of the assets claimed an event of default in February 2017, stating that GenMa failed to comply with a covenant requiring the maintenance of qualifying credit support for the lease payment reserve under the facility's lease agreements. GenMA and the owner lessor are involved in a legal dispute regarding the existence of such an event of default. The complications resulting from the dispute contributed to the missed payment in June. GenMA's rating also reflects its poor business fundamentals. The company has a poor asset base, which is comprised of three marginal power plants in Maryland. These plants, which include coal and oil/gas peaking generating units, face a weak commodity price environment due to competition from new entrants in the region using cheap gas produced from the Marcellus shale. The commodity price environment is likely to deteriorate as more new gas pipelines, transmission lines, and gas-fired power plants are placed into service over the next few years. On the positive side, GenMA has a relatively low debt burden when measured on a $/kilowatt (kW) basis. GenMA has $144/kW of debt on a fully loaded basis, including the net present value of its lease payments. However, the lease debt (i.e., the rated pass-through certificates), which have the senior position in the structure, represents only $71/kW of debt burden. Over time, due to amortization of the lease equity and lease debt, the implied net present value of the lease payments falls to $58/kW at year end 2020 and only $17/kW, if only the lease debt is counted. GenMA's adjusted CFO pre-WC to debt metric has been robust. Over the past few years, the CFO Pre-WC to debt has been about 50%, but due to the declining price environment, this ratio is set to fall significantly over the next few years. According to Moody's forecasts, GenMA's CFO pre-WC to debt will likely fall below 10% by 2021. Given the declining commodity price environment, it is quite possible that GenMA's CFO Pre-WC to debt can fall below 10% sooner than 2021. When calculating the CFO pre-WC to debt ratio, Moody's treats GenMA's lease payments as a financing activity rather than an operating activity. Liquidity Based on current forward commodity prices, Moody's expects GenMa's plants to be cash flow positive before lease payments but not after lease payments for the next few years. The lease payments are GenMA's only financing-related payment obligations, as it has no other debt or debt-like obligations. GenMA had $305 million of cash on hand at the end of the first quarter 2017, however this is set to decline significantly over the next few years as the company uses balance sheet cash to meet its lease obligations, with the possibility of exhausting this cash balance at the end of 2020. Outlook GenMA's negative outlook reflects the potential for further payment disruptions due to the dispute between the owner lessor and GenOn entities. What can drive the rating up Moody's could take a positive rating action when the legal dispute is resolved and the June payment is made, if Moody's believes that additional payment disruptions are unlikely. What can drive the rating down Moody's may lower GenMA's rating if Moody's expects loss given default to rise above 10% due to payment disruptions. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. GFI GROUP: Moody's Affirms Ba2 CFR & Revises Outlook to Negative ---------------------------------------------------------------- Moody's Investors Service has affirmed the corporate family and senior debt ratings of GFI Group Inc. at Ba2 and changed the outlook to negative from stable. GFI is a subsidiary of BGC Partners Inc. (BGC, unrated). BGC Partners Inc. is also guarantor of GFI's rated senior notes maturing in July 2018. Issuer: GFI Group Inc. -- Corporate Family Rating , affirmed Ba2, Negative -- Senior Unsecured Regular Bond/Debenture, affirmed Ba2, Negative Outlook Actions: -- Outlook, Changed To Negative From Stable RATINGS RATIONALE The rating action follows BGC's agreement to acquire Berkeley Point Financial LLC (Berkeley, unrated), for $875 million from an affiliate of Cantor Fitzgerald, LP (Cantor, unrated), and to invest an additional $100 million for a 27 percent interest in a commercial real estate-related finance and investment business to be controlled by Cantor. Berkeley is a multifamily mortgage lender whose core business is originating and servicing multi-family housing loans that are sold to Fannie Mae, Freddie Mac and HUD. The acquisition is subject to regulatory approvals, but is expected to close during 2017. Following the acquisition, Berkeley will be included within BGC's Real Estate Services business, which operates as Newmark Knight Frank (Newmark, unrated). BGC expects to fund the acquisition and the investment through a combination of bond issuance, term loan or other debt financing arrangements, as well as from existing financing sources and cash on hand. Moody's said that while the acquisition is expected to boost BGC's pre-tax earnings and pre-tax margins, the debt used to fund the acquisition would weaken BGC's debt service metrics initially. However, BGC has filed a draft registration for an initial public offering of Newmark, and Moody's expects that the proceeds of this offering will be used to pay down a significant portion of the debt issued to fund the acquisition of Berkeley. The rating agency expects this will return BGC's debt service metrics to levels consistent with GFI's current ratings. The negative outlook reflects the initial negative impact of the acquisition on the credit profile of BGC as well as the risk that BGC is unable to pay down a significant portion of the debt over the next year. The negative outlook also incorporates the potential negative impact which the IPO could have on BGC's creditors since it will divert a portion of Newmark's and Berkeley's earnings to minority shareholders. Factors that could lead to an upgrade * BGC reduces its debt levels and realizes significant synergies from the Berkeley acquisition such that its pre-tax margin exceeds 13% and its Debt/Ebitda declines below 3x without a deterioration in the firm's liquidity profile. Factors that could lead to a downgrade * BGC is unable to pay down a significant portion of the debt incurred with the acquisition of Berkeley over the next year. * The IPO of Newmark diverts a significant proportion of BGC's earnings to Newmark's outside shareholders without a commensurate reduction in BGC's leverage. * BGC pursues an aggressive financial policy that diminishes the firm's liquidity profile or further weakens its leverage and debt service coverage without substantially enhancing or diversifying its EBITDA generation. The principal methodology used in these ratings was Securities Industry Service Providers published in February 2017. GRAND DAKOTA: Voluntary Chapter 11 Case Summary ----------------------------------------------- Affiliated debtors that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Grand Dakota Partners, LLC 17-31184 a Delaware limited liability company 217 East Tremont Avenue Charlotte, NC 28203 Grand Dakota Hospitality, LLC 17-31185 a Delaware limited liability company 217 East Tremont Avenue Charlotte, NC 28203 Type of Business: Grand Dakota owns the Ramada Grand Dakota Hotel Dickinson located near Prairie Hills Mall. The hotel's rooms and suites have Serta beds, flat-screen TVs, and free WiFi. It also has an indoor pool, hot tub and fitness center. The hotel also features an onsite restaurant, barber shop, lounge, and 14,000-square-feet of conference space. Chapter 11 Petition Date: July 20, 2017 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: Hon. Laura T. Beyer Debtors' Counsel: Bradley E. Pearce, Esq. PEARCE LAW PLLC PO Box 31846 Charlotte, NC 28231 Tel: (704) 910-6385 Fax: (704) 495-6662 E-mail: brad@bepearcelaw.com Estimated Estimated Assets Liabilities --------- ----------- Grand Dakota Partners $10M-$50M $10M-$50M Grand Dakota Hospitality $0-$50K $10M-$50M The petitions were signed by Stephen D. Barker, president, Cibix Management, Inc., the managing member of the Debtors. The Debtors each did not file a list of 20 largest unsecured creditors on the Petition Date. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/ncwb17-31184.pdf http://bankrupt.com/misc/ncwb17-31185.pdf GRANDPARENTS.COM INC: Unsecured Creditors to Recover Up to 71% -------------------------------------------------------------- Unsecured creditors of Grandparents.com, Inc., and Grand Card, LLC, may recover up to 71% of their claims, according to the companies' Chapter 11 plan of liquidation. Under the proposed liquidating plan, the projected range of recovery for creditors holding Class 3 general unsecured claims may be as little as 1% and as high as 71%. The companies will allocate $50,000 for pro rata distribution to general unsecured creditors. Additionally, these creditors will receive the first $400,000 of the net proceeds from litigation claims after payment of their lender's initial share of those proceeds, which represents a partial subordination of its unsecured deficiency claim. After the net proceeds of litigation claims total $700,000, any net amount recovered from those claims will be distributed pro rata to holders of Class 3 and Class 4 claims. Class 3 claims are estimated to be $5,068,454.75. The sources of funding for payment of Class 3 claims include the $50,000 contributed by the lender; $400,000 of the net proceeds from litigation claims; net amount recovered from litigation claims against former officers and directors (with total insurance coverage of $15 million); and net amount recovered from other litigation claims, according to the companies' disclosure statement filed with the U.S. Bankruptcy Court for the Southern District of Florida. A copy of the disclosure statement is available for free at https://is.gd/VSsZ5h About Grandparents.com Inc. New York-based Grandparents.com, Inc., together with its consolidated subsidiaries, is a family-oriented social media company that through its Web site, http://www.grandparents.com/, serves the age 50+ demographic market. The website offers activities, discussion groups, expert advice and newsletters that enrich the lives of grandparents by providing tools to foster connections among grandparents, parents, and grandchildren. Granparents.com, Inc., and Grand Cards LLC filed separate Chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 17-14711 and 17-14704, respectively) on April 14, 2017. The petitions were signed by Joshua Rizack, chief restructuring officer, The Rising Group Consulting, Inc. The Hon. Laurel M. Isicoff presides over the cases. The Debtors listed combined assets of $1 million and combined liabilities of $24.9 million. The Debtors are represented by Steven R. Wirth, Esq., and Eyal Berger, Esq., at Akerman LLP. They have also tapped Genovese Joblove & Battista, P.A. as special litigation counsel and conflicts counsel, and EisnerAmper LLP as accountants and financial advisor. GREEN TERRACE: Case Summary & 16 Unsecured Creditors ---------------------------------------------------- Debtor: Green Terrace Condominium Association, Inc. 2800 Georgia Avenue West Palm Beach, FL 33405 Type of Business: Condominium Association Chapter 11 Petition Date: July 21, 2017 Case No.: 17-19188 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Paul G. Hyman, Jr. Debtor's Counsel: Eric A Rosen, Esq. FOWLER WHITE BURNETT, P.A. 515 North Flagler Drive, Suite 2100 West Palm Beach, FL 33401 Tel: (561) 802-9044 Fax: (561) 209-7767 E-mail: erosen@fowler-white.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kolman Kenigsberg as receiver for Green Terrace Condominium Association, Inc. The Debtor's list of 16 unsecured creditors is available for free at http://bankrupt.com/misc/flsb17-19188.pdf H&E EQUIPMENT: Moody's Affirms B1 CFR; Outlook Stable ----------------------------------------------------- Moody's Investors Service affirmed H&E Equipment Services, Inc.'s B1 Corporate Family Rating (CFR) and B1-PD Probability of Default Rating. Concurrently, Moody's affirmed the B3 rating to the company's $630 million unsecured notes upon considering the credit implications of H&E's planned acquisition of Neff Corporation for a total price of approximately $1.2 billion, including about $690 million in debt currently on Neff's balance sheet and up to $250 million of new equity. Neff Corporation, through Neff Rental LLC, is a leading U.S. earthmoving focused equipment rental provider. H&E's Speculative Grade Liquidity rating was affirmed at SGL-2. The rating outlook is stable. All ratings for Neff Rental LLC including B2 CFR, B2-PD PDR, B3 senior secured credit facility, SGL-3, and stable outlook are unaffected at this time. The CFR affirmation reflects the benefits from the acquisition of Neff Rental. The acquisition will strengthen H&E's solid position within the equipment rental services industry by increasing scale, geographic footprint, and improving its revenue diversity. The combination will create the 4th largest equipment rental company in North America, generating roughly $1.4 billion in annual revenues. While the acquisition is initially a leveraging event, Moody's anticipates that the company will continue to manage its balance sheet conservatively going forward and delever through a combination of EBITDA growth and cash flow generation. Moody's took the following rating actions on H&E Equipment Services, Inc.: - Corporate Family Rating affirmed at B1 - Probability of Default Rating affirmed at B1-PD - Senior unsecured notes affirmed at B3 (LGD5) - Outlook is stable - Speculative Grade Liquidity rating affirmed at SGL-2 RATINGS RATIONALE H&E's B1 corporate family rating ("CFR") reflects the company's conservative balance sheet management track record, and the expectation that leverage will decline meaningfully over the next couple of years. The rating benefits from the anticipated acquisition synergies. Even with the acquisition leverage, credit metrics are expected to remain within the B1 rating category with pro-forma debt/EBITDA close to 4.0 times and EBITDA / Interest of approximately 5.0x (all ratios are on a Moody's adjusted basis). The ratings incorporate the increased volatility associated with earthmoving rentals that will result from the Neff acquisition. Positively, Moody's believes the merged company will rely less on new equipment sales and benefit from improved geographic and customer diversity. The newly merged company will have an improved ability to bid and win government infrastructure jobs. If so, the company will be better positioned in an economic downturn by having more non-residential construction business. The new company will also have stronger negotiating power when making equipment purchases and in general have greater fleet management flexibility and reduced concentration of equipment than either company had on a standalone basis. H&E's SGL-2 liquidity rating reflects a good liquidity profile characterized by ample availability under its asset-based revolving credit facility and the absence of any meaningful debt maturities over the intermediate term. Moody's anticipates revolver availability under the new upsized $1.25 billion will remain high even after borrowing approximately $610 million to fund its Neff acquisition. The stable outlook is supported by H&E's good liquidity profile and Moody's views that the generally positive U.S. equipment rental industry fundamentals are supportive of its B1 credit profile over the intermediate term. The outlook also considers minimal integration risk following Neff Rental acquisition and Moody's anticipates a significant amount of synergies to be realized in the intermediate term. Positive rating pressure would require the expectation that H&E would maintain a good liquidity profile and achieve EBITA to total assets of 12% or higher as well as debt/EBITDA that sustains below 3.0x for a period of time with further improvement expected. As well, successful integration of Neff Rental could also lead to positive rating momentum. Downward pressure on the ratings could occur if the company's liquidity profile were to weaken. Debt/EBITDA were to reach and be sustained above 4.25x, or if the company were to have meaningful shareholder rewards so to impact credit metrics. Moreover, any more meaningful debt-financed acquisitions could result in a downgrade. H&E Equipment Services, Inc. ("H&E") is a multi-regional equipment rental company with over 78 locations throughout the West Coast, Intermountain, Southwest, Gulf Coast, Mid-Atlantic, and Southeast regions of the United States. H&E is also a distributor for JLG, Gehl, Genie Industries (Terex), Komatsu, Doosan/Bobcat and Manitowoc, among others. Revenues for the last twelve months ended March 31, 2017 totaled approximately $960 million. Neff Rental LLC (Neff), headquartered in Miami, Florida, is a leading equipment rental operator across the Sun Belt region of the United States. The company is a wholly owned subsidiary of Neff Holdings LLC. The company's equity is controlled by private investment fund Wayzata Investment Partners. The company trades publicly on the NASDAQ stock exchange under the symbol "NEFF." Total revenues for the fiscal year ended December 3, 2016 totaled approximately $400 million. The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. HARRINGTON & KING: May Use Cash Collateral Through July 27 ---------------------------------------------------------- The Hon. Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois has entered an agreed order extending Harrington & King Perforating Co. and Harrington & King South Inc.'s use of cash collateral through July 28, 2017. The motion is continued to July 27, 2017. A copy of the Agreed Order is available at: http://bankrupt.com/misc/ilnb16-15650-237.pdf As reported by the Troubled Company Reporter on July 7, 2017, the Court previously entered an agreed 10th order authorizing the Debtors to use Inland Bank & Trust's cash collateral until July 14, 2017. About The Harrington & King Perforating The Harrington & King Perforating Co., Inc., and Harrington & King South Inc. are in the business of manufacturing perforating metal sheets and rolled coils of varying gauges and types to produce hole patterns of various sizes, shapes, and spacing. Most of the work is done to customer specifications and consists of high value-added jobs, not typical of most metal punching. The products are used in automotive, acoustics, architecture, food and pharmaceutical straining and filtering, interior design, manufacturing, safety flooring, pollution control, transportation and mining cleaning and grading, electronics and other fields. The Harrington & King Perforating Co., Inc., and Harrington & King South Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case Nos. 16-15650 and 16-15651) on May 7, 2016. The petitions were signed by Greg McCallister, chief restructuring officer and chief operating officer. The cases are jointly administered under Case No. 16-15650. The Debtors each estimated assets and liabilities in the range of $1 million to $10 million. The cases are assigned to Judge Deborah L. Thorne. The Debtors engaged William J. Factor, Esq., at The Law Office of William J. Factor, Ltd., as bankruptcy counsel. The Debtors tapped Patricia A. Shlonsky, Esq., and Ulmer & Berne LLP as Special Counsel; Miles P. Cahill, Esq. at Spiegel & Cahill, P.C. as Special Workers' Compensation Counsel; Vito Mitria and the Beacon Management Advisors LLC as Financial Advisor; Larry Goldwasser and Cushman & Wakefield of Illinois, Inc. as real estate broker. The Official Committee of Unsecured Creditors of The Harrington & King Perforating Co., Inc. and Harrington & King South Inc. retain Thomas R. Fawkes, Esq., and Brian J. Jackiw, Esq., of Goldstein & McClintock LLLP as its legal counsel. The Committee tapped John B. Pidcock and Conway MacKenzie, Inc., as its financial advisor. HARTFORD COURT: May Use Cash Collateral Until Aug. 28 ----------------------------------------------------- The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois has entered a fifth interim order authorizing Hartford Court Development, Inc., to use cash collateral until Aug. 28, 2017. A status hearing on the Debtor's use of cash collateral will be held on Aug. 24, 2017, at 10:30 a.m. A copy of the Fourth Interim Order is available at: http://bankrupt.com/misc/ilnb17-01356-113.pdf As reported by the Troubled Company Reporter on July 3, 2017, the Court previously entered a fourth interim order authorizing the Debtor to use cash collateral of Hindsale Bank & Trust Company, as successor-in-interest to Suburban Bank and Trust through July 14, 2017. As adequate protection for the interests of the Lender in the cash collateral, the Lender will have and is granted valid and perfected security interests in, and liens on all assets of the Debtor. As additional adequate protection, the Debtor will make monthly payments to the Lender, provided however, that the payments are provisional, in the amount of $4,865.63 per month having commenced on Feb. 10, 2017, and thereafter on the 10th day of each month going forward. About Hartford Court Development Hartford Court Development, Inc., is an Illinois corporation that owns and manages 14 residential condominiums and their related parking spaces, all located in the 5300 block of North Cumberland Avenue, Chicago, IL. Hartford Court Development filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-01356) on Jan. 17, 2017. Paula Walega, the company's president, signed the petition. The Debtor estimated assets and liabilities at $500,000 to $1 million. The case is assigned to Judge Jack B. Schmetterer. The Debtor is represented by David P. Lloyd, Esq., at David P. Lloyd, Ltd. HUGHES SATELLITE: Moody's Affirms B1 CFR; Outlook Positive ---------------------------------------------------------- Moody's Investors Service affirmed Hughes Satellite Systems Corporation's corporate family rating at B1 and changed the company's ratings outlook to positive from stable. As a part of the same rating action, Moody's affirmed Hughes' probability of default rating at B1-PD, senior secured notes ratings at Ba2, senior unsecured notes at B3, and speculative grade liquidity rating at SGL-1 (very good). "The outlook change reflects good satellite broadband growth prospects and financial flexibility afforded by a substantial cash balance, albeit with event risks depending on how management choses to deploy it, " said Bill Wolfe, a Moody's senior vice president. Outlook Actions: Issuer: Hughes Satellite Systems Corporation -- Outlook, Changed To Positive From Stable Affirmations: Issuer: Hughes Satellite Systems Corporation -- Probability of Default Rating, Affirmed B1-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-1 -- Corporate Family Rating, Affirmed B1 -- Senior Secured Regular Bond/Debenture, Affirmed Ba2(LGD2) -- Senior Unsecured Regular Bond/Debenture, Affirmed B3(LGD5) RATINGS RATIONALE Hughes' B1 corporate family rating is based primarily on expectations of growing revenue and EBITDA from recently launched EchoStar XIX, confidence that the company's substantial cash position will be used to acquire/construct EBITDA-generating assets or to pre-fund 2019/2021 debt maturities, such that leverage of debt/EBITDA is below 4x (Moody's adjusted) after giving effect thereto. The rating is constrained by uncertain demand and return economics for the consumer broadband internet business, revenue concentration from the Dish relationship (some 25%-to-30% of annual revenues), and opaque strategy, objectives and reporting. Hughes speculative grade liquidity rating is SGL-1, indicating very good liquidity based on a March 31, 2017 cash balance of ~$2.2 billion (most of which Moody's assumes will be used EBITDA-accretive activities (including capital expenditures and small acquisitions) or to refinance future debt maturities), plus expected free cash flow of approximately $150 million to $200 million over the next year. Rating Outlook The positive outlook is predicated on expectations of a stable business model, solid growth prospects, and the ability to use cash to reduce leverage through debt repayment or the acquisition of EBITDA, although this is not assured. What Could Change the Rating - Up Upwards rating pressure is contingent upon positive industry fundamentals, solid operational and financial performance likely driven by strong results from the company's recently launched broadband satellite, maintenance of good liquidity and clarity on deployment of the company's substantial cash position and: * Sustained FFO margin above 45% (~33% at 31Mar17), and * Sustained debt/EBITDA leverage below 3x (4.8x at 31Mar17). What Could Change the Rating - Down Downwards rating pressure would develop if industry fundamentals deteriorate, operational and financial performance disappoints, liquidity deteriorates or if the company's substantial cash position is used for shareholder friendly activities, or: * Sustained FFO margin below 20% (~33% at 31Mar17), or * Sustained debt/EBITDA leverage above 4x (4.8x at 31Mar17). The principal methodology used in these ratings was Global Communications Infrastructure Rating Methodology published in June 2011. Based in Englewood, Colorado, Hughes Satellite Systems Corporation (Hughes) is a provider of satellite operations and satellite-based transmission capacity, and is a private, wholly-owned subsidiary of EchoStar Corporation (EchoStar, not rated), a publicly traded holding company also based in Englewood, Colorado. Dish Network Corporation (Dish, Ba3 stable) is Hughes' major customer and is a company controlled by the same entities which control EchoStar. IGNITE RESTAURANT: To Fund Chapter 11 Plan from Sale of Assets -------------------------------------------------------------- Ignite Restaurant Group, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a Chapter 11 plan that is premised on a sale of substantially all assets of the company and its affiliates. The companies had earlier signed an agreement with KRG Acquisitions Co, LLC, which will serve as the "stalking horse" bidder. Under the agreement, KRG will pay $50 million in cash and will assume certain liabilities of the companies. The agreement will serve as the template for the sale of the companies' assets at auction. The companies anticipate that the stalking horse agreement will yield gross proceeds to the estates in the amount of over $42 million after payment of administrative claims, priority tax claims and other priority claims. The companies believe that the purchaser can and will close the transaction. In addition, the companies believe that the fact that the plan contemplates the funding of a liquidating trust to, in part, realize the value of their assets for the benefit of creditors and their estates ensures that no further financial restructuring will be necessary, according to their disclosure statement filed on July 6. Under the plan, each holder of an allowed Class 4 general unsecured claim will receive its pro rata share of the "general unsecured creditors fund." The companies have yet to determine the total amount that general unsecured creditors will receive under the plan. A copy of the disclosure statement is available for free at https://is.gd/xVYG9s About Ignite Restaurant Ignite Restaurant Group, Inc., et al., operate two well-known restaurant brands, Joe's Crab Shack and Brick House Tavern + Tap that offer a variety of high-quality food and beverages in a distinctive, casual, high-energy atmosphere. They operate 130+ restaurants and have three international franchise locations, and employ about 8,400 employees. On June 6, 2017, Ignite Restaurant Group and its affiliates filed for bankruptcy in Texas (Bankr. S.D. Tex. Lead Case No. 17-33550). The petitions were signed by Jonathan Tibus, chief executive officer. The Hon. David R. Jones presides over the Debtors' cases. Ignite Restaurant Group and its affiliated debtors sought bankruptcy protection to facilitate a sale of its business to a private equity firm for $50 million in cash plus the assumption of certain liabilities. As of April 30, 2017, the Debtors reported $153.4 million in total assets and $197.4 million in total liabilities. The Debtors have employed King & Spalding LLP as legal counsel; Jonathan Tibus, managing director at Alvarez & Marsal North America, as their chief executive officer; Piper Jaffray & Co. as investment banker; Hilco Real Estate, LLC as real estate advisor; and Garden City Group as their claims and noticing agent. On June 21, 2017, a five-member panel was appointed as the official unsecured creditors committee in the Debtors' cases. The committee retained Cole Schotz P.C. and Pachulski Stang Ziehl & Jones LLP as counsel. IHEARTCOMMUNICATIONS INC: Extends Notes Exchange Offer Deadline --------------------------------------------------------------- iHeartCommunications, Inc., announced that it is extending the private offers to holders of certain series of iHeartCommunications' outstanding debt securities to exchange the Existing Notes for new securities of iHeartMedia, Inc., CC Outdoor Holdings, Inc. and iHeartCommunications, and the related solicitation of consents from holders of Existing Notes to certain amendments to the indentures and security documents governing the Existing Notes. The Exchange Offers and Consent Solicitations were previously scheduled to expire on July 21, 2017, at 5:00 p.m., New York City time, and will now expire on Aug. 4, 2017, at 5:00 p.m., New York City time. The deadline to withdraw tendered Existing Notes in the Exchange Offers and revoke consents in the Consent Solicitations has also been extended to 5:00 p.m., New York City time, on Aug. 4, 2017. iHeartCommunications is extending the Exchange Offers and Consent Solicitations to continue discussions with holders of Existing Notes regarding the terms of the Exchange Offers and to continue discussions with lenders under its Term Loan D and Term Loan E facilities in connection with the concurrent private offers made to such lenders, which iHeartCommunications announced today will now expire at 5:00 p.m., New York City time, on Aug. 4, 2017. As of 5:00 p.m., New York City time, on July 19, 2017, an aggregate amount of approximately $45.5 million of Existing Notes, representing approximately 0.6% of outstanding Existing Notes, had been tendered into the Exchange Offers. The terms of the Exchange Offers and Consent Solicitations have not been amended and remain the same as set forth in the Amended and Restated Offering Circular and Consent Solicitation Statement, dated April 14, 2017, as supplemented by Supplement No. 1. The Exchange Offers and Consent Solicitations, which are only available to holders of Existing Notes, are being made pursuant to the Offering Circular, and are exempt from registration under the Securities Act of 1933. The New Securities, including the new debt of iHeartCommunications and related guarantees, will be offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of the Existing Notes that complete and return a letter of eligibility. Holders of Existing Notes that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offers and Consent Solicitations, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-bondoffers. About iHeartCommunications iHeartCommunications, Inc., formerly known as Clear Channel Communications, Inc., is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 40 countries across five continents, connecting people to brands using innovative new technology. iHeartCommunications reported a net loss attributable to the Company of $296.31 million on $6.27 billion of revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $754.62 million on $6.24 billion of revenue for the year ended Dec. 31, 2015. As of March 31, 2017, iHeartCommunications had $12.27 billion in total assets, $23.56 billion in total liabilities and a total stockholders' deficit of $11.29 billion. * * * In March 2017, Fitch Ratings downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'. The downgrades reflect iHeart's announcement on March 15, 2017, that the company has commenced a global restructuring effort targeting approximately $14.6 billion in debt including all of the outstanding Term Loans and PGNs as well as the senior notes due 2021. Also in March 2017, S&P Global Ratings lowered its corporate credit rating on Texas-based media company iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The rating outlook is negative. The downgrade follows iHeartCommunications' announcement that it has offered to exchange five series of priority-guarantee notes, its senior notes due 2021, and its term loan D and E for longer-dated debt; and, in certain scenarios, stock and warrants, or contingent value rights. "Under all but one scenario, there would be a reduction in the principal amount of debt outstanding and an extension of the debt maturity by two years for exchanged debt," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "The company's debt is trading at significant discounts to par of 20%-60%, and we believe its capital structure is unsustainable." IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offers ---------------------------------------------------------- iHeartCommunications, Inc., has extended the deadline for participation in the private offers to lenders under its Term Loan D and Term Loan E facilities to amend the Existing Term Loans. The Term Loan Offers have been extended to 5:00 p.m., New York City time, on Aug. 4, 2017. iHeartCommunications is extending the Term Loan Offers to continue discussions with lenders regarding the terms of the Term Loan Offers. The terms of the Term Loan Offers have not been amended and remain the same as set forth in the Confidential Information Memorandum, dated March 15, 2017, as supplemented by Supplements No. 1 through No. 5. The Term Loan Offers, which are only available to holders of Existing Term Loans, are being made pursuant to the Confidential Information Memorandum, and are exempt from registration under the Securities Act of 1933. The new securities of iHeartMedia, Inc., CC Outdoor Holdings, Inc., Broader Media, LLC and/or iHeartCommunications being offered in the Term Loan Offers are offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. Documents relating to the Term Loan Offers will only be distributed to holders of Existing Term Loans that complete and return a letter of eligibility. Holders of Existing Term Loans that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the tabulation agent and information agent for the Offers, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-termloanoffers. About iHeartCommunications iHeartCommunications, Inc., formerly known as Clear Channel Communications, Inc., is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 40 countries across five continents, connecting people to brands using innovative new technology. iHeartCommunications reported a net loss attributable to the Company of $296.31 million on $6.27 billion of revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $754.62 million on $6.24 billion of revenue for the year ended Dec. 31, 2015. As of March 31, 2017, iHeartCommunications had $12.27 billion in total assets, $23.56 billion in total liabilities and a total stockholders' deficit of $11.29 billion. * * * In March 2017, Fitch Ratings downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'. The downgrades reflect iHeart's announcement on March 15, 2017, that the company has commenced a global restructuring effort targeting approximately $14.6 billion in debt including all of the outstanding Term Loans and PGNs as well as the senior notes due 2021. Also in March 2017, S&P Global Ratings lowered its corporate credit rating on Texas-based media company iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The rating outlook is negative. The downgrade follows iHeartCommunications' announcement that it has offered to exchange five series of priority-guarantee notes, its senior notes due 2021, and its term loan D and E for longer-dated debt; and, in certain scenarios, stock and warrants, or contingent value rights. "Under all but one scenario, there would be a reduction in the principal amount of debt outstanding and an extension of the debt maturity by two years for exchanged debt," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "The company's debt is trading at significant discounts to par of 20%-60%, and we believe its capital structure is unsustainable." INDIAN JEWELERS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Indian Jewelers Supply Co., Inc. PO Box 3647 Albuquerque, NM 87190 Type of Business: Indian Jewelers is a jewelry equipment supplier in Albuquerque, New Mexico. The Company possesses raw materials metals, stones, tools and supplies valued at $500,000. It also has a fee simple interest in a property located at 2105 San Mateo Boulevard NE Albuquerque, NM, valued at $310,000. Indian Jewelers posted gross revenue of $5.69 million for 2016 and gross revenue of $6.46 million for 2015. Chapter 11 Petition Date: July 21, 2017 Case No.: 17-11874 Court: United State Bankruptcy Court District of New Mexico (Albuquerque) Judge: Hon. David T. Thuma Debtor's Counsel: Don F Harris, Esq. NM FINANCIAL LAW, P.C. 320 Gold Avenue SW, Suite 610 Albuquerque, NM 87102 Tel: 505-503-1637 Fax: 505-848-8593 E-mail: harrislaw@comcast.net DFH@nmfinanciallaw.com Debtor's Financial Consultant: CRAIG DILL & ASSOCIATES, INC. Debtor's Real Estate Brokers: TIER ONE BROKERS, LLC Total Assets: $1.09 million Total Liabilities: $540,010 The petition was signed by Jack Dill as CEO/CFO. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nmb17-11874.pdf INTERNATIONAL BRIDGE: Wants to Extend Cash Use Until Sept. 30 ------------------------------------------------------------- International Bridge Corporation seeks permission from the U.S. Bankruptcy Court for the District of Kansas to use cash collateral through Sept. 30, 2017, to continue its business operations and request a determination by the Court that the Internal Revenue Service is adequately protected. The Debtor asks the Court to hold on July 27, 2017, at 1:30 p.m., a hearing on the request to use cash collateral. The Debtor requests authority to use cash collateral generated postpetition, which is comprised of accounts receivable due from General Pacific Services, LLC, and General Pacific Services Marianas, LLC, and a determination by the Court that no further adequate protection is necessary at this time, other than what is already being paid under previous Court Order. The Debtor, TOA Corporation, Leidos, Inc., parent of Leidos Constructors, LLC, fka SAIC Constructors, LLC, the Government of Guam, Department of Revenue and Taxation, and the Internal Revenue Service may claim an interest in the cash collateral. The purpose for the use of the cash collateral is miscellaneous operating costs, the payment of income to the Debtor's employees, payment of attorneys' fees, and for payment of the U.S. Trustee's assessments and other expenses in this Chapter 11 proceeding. The cash collateral will be utilized on an interim, but ongoing basis, with extensions to this Motion filed every 180 days, or other period as the Court orders. The Debtor will grant a continuing and replacement lien in accounts receivable created post-Petition. However, no further adequate protection will be provided. The Debtor is no longer currently seeking construction projects due to the lien of the IRS. The Debtor is still considering its options with regard to closing of the case, and will need time to prepare and file pleadings necessary to complete the case. The Debtor has an immediate and critical need to use cash collateral in order to preserve and protect the value of its assets, and requests the use of cash collateral pursuant to Section 363 of the Bankruptcy Code. The Debtor has no source of income other than from the operation of its business. The Debtor will require the use of cash collateral in order to conduct its day-today operations including, but not limited to, the payment of expenses, payment for the purchase of supplies and other various overhead expenses, payment of income to its employees, payment of attorneys' fees, and for payment of the U.S. Trustee's assessments and other expenses in the Chapter 11 proceeding. Without the continued use of cash collateral during the pendency of this Chapter 11 proceeding in accordance with the terms of an interim court order, the Debtor's estate and creditors will suffer immediate and irreparable harm. If allowed to use the cash collateral for its operating needs, the Debtor should not require any additional postpetition financing, nor should it incur further indebtedness during the pendency of this case. The Debtor requests a determination that the Debtor is not obligated to provide additional adequate protection at this time, except that which was previously ordered to be paid to the IRS in the amount of $2,000 per month. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/ksb15-20951-230.pdf As reported by the Troubled Company Reporter on June 5, 2017, the Court previously signed a fifth interim order authorizing the Debtor to use cash collateral until June 30, 2017. About International Bridge Corporation International Bridge Corporation, a contractor for government projects in the South Pacific and Guam, sought Chapter 11 protection (Bankr. D. Kan. Case No. 15-20951) in Kansas City on May 7, 2015. The Debtor is an Ohio corporation, with its principal place of business in Berryton, Kansas. Robert Toelkes, the sole shareholder and manager, signed the petition. The Debtor disclosed total assets of $17.4 million and total debt of $27.4 million. The case is assigned to Judge Robert D. Berger. The Debtor tapped Wesley F. Smith, Esq., at Stevens & Brand, LLP, as its counsel. Wyatt A. Hoch, Esq., at Foulston Siefkin, LLP, serves as the Debtor's special litigation counsel. Robert G. Nath, at Robert G. Nath, PLLC, serves as special tax counsel to the Debtor. ION GEOPHYSICAL: Receives Noncompliance Notice from NYSE -------------------------------------------------------- ION Geophysical Corporation received a written notice from the New York Stock Exchange that it is not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual. The Company is considered below criteria established by the NYSE for continued listing because its average market capitalization has been less than $50 million over a consecutive 30 trading-day period, and at the same time its last reported stockholders' equity was below $50 million. The Company plans to notify the NYSE within 10 business days of its intent to submit a plan that demonstrates its ability to bring the Company into conformity with the continued listing standards within 18 months of receipt of the notice. The Company intends to submit the plan within 45 days. The NYSE will have 45 days after receipt of the plan to review and determine whether the Company has made a reasonable demonstration of its ability to return to conformity with the relevant standards within the 18-month period. The NYSE will either accept the plan, at which time the Company would be subject to ongoing monitoring for compliance with the plan, or the NYSE will not accept the plan and the Company would be subject to suspension and delisting procedures. During the 18-month period, the Company's shares will continue to be listed and traded on the NYSE, subject to its continued compliance with the plan and other NYSE continued listing standards. The Company can provide no assurances that it will be able to satisfy any of the steps outlined above and maintain a listing of its shares. There is no immediate impact on the listing of the Company's common stock, which will continue to trade on the NYSE, subject to the Company's compliance with other listing standards. The Company will continue to file periodic and other reports with the SEC under applicable federal securities laws. Brian Hanson, ION's chief executive officer and president stated, "We have already begun preparation on our plan to restore compliance with the NYSE as our business continues to improve and we will cooperatively work with the NYSE to return to compliance." About ION Geophysical Headquartered in Delaware, ION Geophysical is a global, technology-focused company that provides geoscience technology, services and solutions to the global oil and gas industry. The Company's offerings are designed to allow oil and gas exploration and production companies to obtain higher resolution images of the Earth's subsurface during E&P operations to reduce their risk in exploration and reservoir development. ION Geophysical reported a net loss attributable to the Company of $65.14 million in 2016, a net loss attributable to the Company of $25.12 million in 2015 and a net loss attributable to the Company of $128.25 million in 2014. As of March 31, 2017, Ion Geophysical had $298.12 million in total assets, $266.35 million in total liabilities and $31.77 million in total equity. * * * As reported by the TCR on Oct. 10, 2016, S&P Global Ratings raised the corporate credit rating on ION Geophysical Corp. to 'CCC+' from 'SD'. The rating action follows ION's partial exchange of its 8.125% notes maturing in 2018 for new 9.125% second-lien notes maturing in 2021. In May 2016, Moody's Investors Service affirmed ION Geophysical's 'Caa2' Corporate Family Rating, and affirmed and appended its Probability of Default Rating (PDR) at 'Caa2-PD/LD'. ITUS CORP: Lewis Titterton Appointed as Director ------------------------------------------------ The Board of Directors of ITUS Corporation appointed Mr. Lewis Titterton to serve on the Company's Board of Directors until the Company's next annual meeting of stockholders. The appointment was effective July 17, 2017. Lewis H. Titterton, Jr., age 73, served as a director of the Company from August 2010 through August 2016, as the Chairman of the Board of Directors from July 2012 through August 2016, and interim chief executive officer from August 2012 until September 2012. Mr. Titterton is currently Chairman of the Board of NYMED, Inc., a diversified health services company. His background is in high technology with an emphasis on health care and he has been with NYMED, Inc. since 1989. Mr. Titterton founded MedE America, Inc. in 1986 and was Chief Executive Officer of Management and Planning Services, Inc. from 1978 to 1986. Mr. Titterton also served as one of our Directors from July 1999 to January 2003. He holds a M.B.A. from the State University of New York at Albany, and a B.A. degree from Cornell University. Mr. Titterton has been involved with our Company as a director or investor for over twenty years. Mr. Titterton also has substantial experience with advising on the strategic development of technology companies and over forty years of experience in various aspects of the technology industry. In connection with Mr. Titterton's appointment to the Board of Directors, the Company has granted Mr. Titterton options to purchase an aggregate of 6,000 shares of the Company's common stock with an exercise price of $0.82 based upon the closing sales price of the Company's common stock on the day he was appointed to the Board of Directors. The options, which were granted under the Company's 2010 Share Incentive Plan, will vest over the remainder of the calendar year, with one half of the options vesting at the end of each of the two calendar quarters following the grant date. There are no family relationships between Mr. Titterton and any other director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. About ITUS Corporation ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires patented technologies for the purposes of patent monetization and patent assertion. The company currently has 10 patent portfolios in the areas of Key Based Web Conferencing Encryption, Encrypted Cellular Communications, E-Paper(R) Electrophoretic Display, Nano Field Emission Display ("nFED"), Micro Electro Mechanical Systems Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window Frame Construction, VPN Multicast Communications, Internet Telephonic Gateway, and Enhanced Auction Technologies. CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014, to reflect the Company's change in its business operations. ITUS Corp reported a net loss of $5.01 million on $300,000 of total revenue for the year ended Oct. 31, 2016, compared to a net loss of $1.37 million on $9.25 million of total revenue for the year ended Oct. 31, 2015. As of April 30, 2017, ITUS had $7.24 million in total assets, $3.66 million in total liabilities and $3.58 million in total shareholders' equity. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2016, citing that the Company has limited working capital and limited revenue-generating operations and a history of net losses and net operating cash flow deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. J.G. NASCON: Sept. 20 Hearing on Plan Confirmation -------------------------------------------------- Judge Magdeline D. Coleman of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania approved J.G. Nascon, Inc.'s disclosure statement. August 14, 2017, is set as the last date by which ballots must be received in order to be considered as acceptances or rejections of the Plan of Reorganization. Sept. 13, 2017, is fixed as the date on or before which any written objection to confirmation of the Plan of Reorganization is required to have been filed and served. The hearing on confirmation of the Debtor's Plan of Reorganization shall be held in the U.S. Bankruptcy Court, 900 Market Street, Courtroom #2, Philadelphia, Pennsylvania on Sept. 20, 2017, at 11:00 a.m. About J.G. Nascon J.G. Nascon, Inc., is a heavy and highway construction property located in Eddystone, Pennsylvania, providing full-service site contracting to the tri-state region. As of Dec. 4, 2015, the company has approximately 25 employees. J.G. Nascon, Inc., sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 15-18704) on Dec. 4, 2015, in Philadelphia. The Debtor estimated $1 million to $10 million in assets and debt. The Debtor tapped Albert A. Ciardi, III, Esq., and Jennifer E. Cranston, Esq., at Ciardi Ciardi & Astin, P.C., as attorneys. KAZBAR LLC: Seeks to Hire Allen Barnes & Jones as Counsel --------------------------------------------------------- Kazbar, LLC, seeks approval from the US Bankruptcy Court for the District of Arizona to employ Allen Barnes & Jones, PLC as counsel. Services Allen Barnes will render are: a. provide the Debtor with legal advice with respect to its reorganization; b. represent the Debtor in connection with negotiations involving creditors and possible purchasers; c. represent the Debtor in discussions with the United States Trustee's office; d. represent the Debtor at hearings set by the Court or required appearances with the United States Trustee's office; e. prepare necessary applications, motions, answers, orders, reports or other legal papers necessary to assist in the Debtor's reorganization. The individuals presently designated to represent the Debtor and their current rates are: Thomas H. Allen, Member: $395.00 per hour Hilary Barnes, Member: $395.00 per hour Michael A. Jones, Member: $335.00 per hour Philip J. Giles, Associate: $285.00 per hour Khaled Tarazi, Associate: $240.00 per hour Legal Assistants and Law Clerks: $115.00-$135.00 per hour The Debtor paid Allen Barnes a total retainer in the amount of $47,000, which includes the Chapter 11 filing fee of $1,717. The firm applied $24,639.89 of the retainer to pre-petition fees and the Chapter 11 filing fee. The firm currently holds $22,360.11 in its IOLTA Trust Account to secure post-petition fees and costs. Hilary L. Barnes attests that Allen Barnes is disinterested and has no connection with the creditors or any other party-in-interest, or their respective attorneys. The Firm can be reached through: Hilary L. Barnes, Esq. Philip J. Giles, Esq. ALLEN BARNES & JONES, PLC 1850 N. Central Avenue, Suite 1150 Phoenix, AZ 85004 Tel: (602) 256-6000 Fax: (602) 252-4712 Email: hbarnes@allenbarneslaw.com pgiles@allenbarneslaw.com About Kazbar and Cowboy Ciao Cowboy Ciao LLC operates a restaurant in downtown Scottsdale, Arizona, known as Cowboy Ciao. The restaurant offers New American meals with Southwestern accents dished out in funky environs decorated with cowboy art. Cowboy Ciao and affiliate Kazbar LLC, also based in Scottsdale, filed separate Chapter 11 petitions (Bankr. D. Ariz. Lead Case No. 17-07611) on July 3, 2017. The Hon. Daniel P. Collins presides over the cases. Hilary L Barnes, Esq., and Philip J Giles, Esq., at Allen Barnes & Jones, PLC, serves as the Debtors' bankruptcy counsel. In its petition, Kazbar estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. Cowboy Ciao estimated $500,000 to $1,000,000 in assets, and $1 million to $10 million in liabilities. The petitions were signed by Peter Kasperski, member of Spaghetti Western Productions LLC. Cowboy Ciao and Kazbar previously sought Chapter 11 protection (Bankr. D. Ariz. Case No. 12-14671 and 12-14666) on June 29, 2012. KCST USA: Has Court's Nod to Use Cash Collateral of Axia Net ------------------------------------------------------------ The Hon. Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts has authorized KCST USA, Inc., to use cash collateral and grant adequate protection to Axia Net Media Corp. and to extend postpetition financing on priority secured basis. The Lender has consented to the Debtor's use of cash collateral subject to and conditioned upon the granting of protections for which the Debtor will be obligated. The Lender will continue to have, pursuant to the DIP financing court orders, and without the necessity of the execution by the Debtor of mortgages, security agreements, pledge agreements, financing statements or other agreements, a valid and perfected security interest in, and lien on the Collateral, including the cash collateral and the proceeds thereof, as approved and provided for in the DIP financing court orders. The Lender will expressly have no lien on causes of action brought pursuant to Sections 506(c), 544, 547, 548 and 549 of the Code and recoveries upon causes of action. The DIP loan facility is extended on the same terms and conditions as presently in effect, except that: (i) the maturity date is extended to the earlier of Sept. 30, 2017, or confirmation of a plan of reorganization; and (ii) the maximum borrowing under the DIP Loan Facility will be $800,000. ANMC will continue to have a senior security interest in and lien upon the Debtor's assets, provided that, the liens will not attach to nor be satisfied from the proceeds of the Debtor's claims and causes of action arising under Chapter 5 of the U.S. Bankruptcy Code. A copy of the court order is available at: http://bankrupt.com/misc/mab17-40501-78.pdf As reported by the Troubled Company Reporter on June 27, 2017, the Court granted the Debtor interim authorization to use the cash collateral through July 13, 2017. The Debtor is in need of continued financing to preserve its assets and operations. About KCST USA, Inc. KCST USA, Inc., based in Concord, MA, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-40501) on March 22, 2017. In its petition, the Debtor estimated $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The petition was signed by Terrence Fergus, president. The Hon. Elizabeth D. Katz presides over the case. Andrew G. Lizotte, Esq., and Harold B. Murphy, Esq., at Murphy & King, P.C., serves as bankruptcy counsel. Stephen Darr of Huron Consulting Services, LLC, is the chief restructuring officer. LA SABANA: Disclosures Approved; Plan Outline Hearing on Sept. 20 ----------------------------------------------------------------- Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico approved La Sabana Development LLC's disclosure statement referring to a plan under chapter 11 filed on May 24, 2017. Acceptances or rejections of the Plan may be filed in writing on/or before 14 days prior to the date of the hearing on confirmation of the Plan. Any objection to confirmation of the plan must be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. A hearing for the consideration of confirmation of the Plan will be held on Sept. 20, 2017, at 9:00 A.M. at the Jose V. Toledo Federal Building and US Courthouse, 300 Recinto Sur Street, Courtroom 3, Third Floor, San Juan, Puerto Rico. The Troubled Company Reporter reported on June 7, 2017, that Class 3 general unsecured creditors will receive no distribution under the Plan. The Debtor's Plan will be funded with proceeds from the sale of its real estate property, as per the 363 motion filed on May 17, 2017. All of the proceeds received from said sale will be paid to secured creditor PRCI LOAN, LLC, who consented to the sale. The Fifth Amended Disclosure Statement is available at: http://bankrupt.com/misc/prb15-08743-143.pdf About La Sabana Development La Sabana Development LLC is a limited liability corporation, duly registered and authorized to do business in the Commonwealth of Puerto Rico. The Debtor is engaged in the business of developing residential units. The Debtor filed a Chapter 11 petition (Bankr. D.P.R. Case No. 15-08743), on Nov. 4, 2015. The case is assigned to Judge Mildred Caban Flores. The Debtor's counsel is Hector Eduardo Pedrosa Luna, Esq., The Law Offices of Hector Eduardo Pedrosa Luna, PO Box 9023963, San Juan, Puerto Rico. At the time of filing, the Debtor had estimated both assets and liabilities ranging from $10 million to $50 million each. The petition was signed by Cleofe Rubi-Gonzalez, president. LB VENTURES: Unsecured Creditors to be Paid 10% in 5 Years ---------------------------------------------------------- Unsecured creditors of LB Ventures, LLC will be paid 10% of their claims under the company's proposed plan to exit Chapter 11 protection. Under the restructuring plan, LB Ventures will pay the sum of $26,417.50 to creditors holding Class 4 unsecured claims in five annual installments. The company estimates that these payments will result in a dividend of approximately 10%. LB Ventures will make an initial distribution of $5,284 on confirmation of the plan to be distributed pro rata, and thereafter, on the effective date of confirmation for an additional four payments. The general unsecured debt as scheduled by the company or as provided by the allowed proofs of claim is in the approximate sum of $264,175. Class 4 is impaired. LB Ventures will pay the claims from its operations post-confirmation and from contributions of new value by the equity interest holder. The company expects to have sufficient cash on hand to make the payments required on the effective date of the plan, according to its disclosure statement filed with the U.S. Bankruptcy Court for the District of Massachusetts. A copy of the disclosure statement is available for free at https://is.gd/Ok0U82 About LB Ventures LLC LB Ventures, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-10084) on January 10, 2017. Luis M. Barros, manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Joan N. Feeney presides over the case. Parker & Associates is the Debtor's bankruptcy counsel. LDJ ENTERPRISE: Taps Middleton Law Office as Legal Counsel ---------------------------------------------------------- LDJ Enterprise, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Middleton Law Office, PLLC to, among other things, give legal advice regarding its duties under the Bankruptcy Code, and assist in the preparation of a plan of reorganization. Dalton Middleton, Esq., the attorney who will be handling the case, will charge an hourly fee of $175. Paralegals will charge $100 per hour. The firm will receive a retainer of $10,000, including the filing fee of $1,717. Mr. Middleton does not hold or represent any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Dalton Middleton, Esq. Middleton & Tinsley Law Firm, PLLC 2604 W Main Street, Ste C P.O. Box 3129 Tupelo, MS 38803 Telephone: 662-205-4749 Telecopier: 662-269-2424 Email: rrb@mlawms.com About LDJ Enterprise Headquartered in Tupelo, Mississippi, LDJ Enterprise, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Miss. Case No. 17-11088) on March 23, 2017, estimating assets and liabilities of less than $50,000. Lisa Pulliam, its administrator, signed the petition. LIGHTSTONE GENERATION: Bank Debt Trades at 2% Off ------------------------------------------------- Participations in a syndicated loan under Lightstone Generation LLC is a borrower traded in the secondary market at 97.60 cents-on-the-dollar during the week ended Friday, July 7, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.15 percentage points from the previous week. Lightstone Generation pays 450 basis points above LIBOR to borrow under the $1.625 billion facility. The bank loan matures on Jan. 30, 2024 and carries Moody's Ba3 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended July 7. LINDERIAN COMPANY: Plan Outline Okayed, Plan Hearing on Aug. 23 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Texas is set to hold a hearing on August 23, at 1:30 p.m., to consider approval of the Chapter 11 plan of reorganization for The Linderian Company, Ltd. and LDI Management, Inc. The court on July 6 approved the companies' disclosure statement, allowing them to start soliciting votes from creditors. The order set an August 11 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. About The Linderian Company Based in Longview, Texas, The Linderian Company, Ltd. operates a skilled nursing facility by the name of Summer Meadows. Linderian filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-60031) on January 19, 2016. The petition was signed by Greg Sechrist, managing partner. In its petition, Linderian estimated $1 million to $10 million in both assets and liabilities. On August 4, 2016, LDI Management Inc., which provides medical services to certain residents of Linderian, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-60485). The cases are jointly administered under Case No. 16-60031. Judge Bill Parker presides over the cases. Curtis Castillo PC is the Debtors' bankruptcy counsel. LTS GROUP: S&P Puts 'B' CCR on CreditWatch Pos. Amid Crown Deal --------------------------------------------------------------- S&P Global Ratings placed its 'B' corporate credit rating on Boxborough, Mass.-based LTS Group Holdings LLC on CreditWatch with positive implications. The CreditWatch placement follows the announcement that LTS will be acquired by Crown Castle International Corp. for about $7.1 billion in cash. Crown Castle will fund the acquisition price for LTS with proceeds from a mix of equity and debt financing, which may include borrowings under the company's revolving credit facility. The equity component is scheduled to include $3.25 billion of common stock and $1.5 billion of mandatory convertible preferred stock (to which we ascribe 100% equity credit). S&P said, "We expect the transaction to close by the end of 2017. "We expect that LTS's $200 million of senior secured revolving credit facilities and $2.26 billion first-lien term loan due 2020 ($2.23 billion outstanding) will be repaid when the transaction closes because there is a change of control provision in the credit agreement. As a result, we are not placing our ratings on the credit facilities and term loan on CreditWatch. "We believe that a multi-notch upgrade is likely and expect to resolve the CreditWatch placement when the transaction closes by the end of 2017." MARINA BIOTECH: Inks License Pact With Oncotelic for SMARTICLES --------------------------------------------------------------- Marina Biotech, Inc. announced that it has entered into a license agreement with Oncotelic, Inc. regarding the Company's SMARTICLES platform for the delivery of antisense DNA therapeutics. This represents the first time that the Company's SMARTICLES technologies have been licensed in connection with delivery of Marina's proprietary Conformationally Restricted Nucleotides and other antisense nucleotides. Under terms of the agreement, Oncotelic will invest $250,000 in Marina at a share price of $0.51. In addition, Marina may receive in certain circumstances a commercial license fee consummated by the sale to Oncotelic of shares of the common stock of Marina for an aggregate purchase price of $500,000, with the purchase price for each share of Marina common stock being the greater of $0.51 or the volume weighted average price of the Marina common stock at the time of purchase, and as well sales milestones, which sales milestones shall not exceed in any event $90,000,000. Further details of the agreement were not disclosed. "With the execution of this license agreement, the company extends its runway and enters into new areas of medicine," stated Joseph W. Ramelli, CEO of Marina Biotech. "We are now beginning to see our delivery technologies used with various types of molecules and entities. We hope our delivery technologies continue to provide new therapeutic opportunities to the patient community." About Marina Biotech Headquartered in Bothell, Washington, Marina Biotech, Inc. -- Oncotelic, Inc. -- http://www.marinabio.com.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. Marina Biotech's focus is to treat the intersection of arthritis, pain, hypertension, and oncology diseases using combination therapies of already approved drugs. The company is developing and commercializing late stage, non-addictive pain therapeutics. 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. MARKS FAMILY: Taps Steinhilber Swanson as Legal Counsel ------------------------------------------------------- Marks Family Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Steinhilber Swanson LLP to, among other things, assist in the preparation of a plan of reorganization, analyze claims of creditors, and handle case administration tasks. The hourly rates for attorneys and paralegal who are expected to represent the Debtor are: Paul Swanson Partner $395 John Menn Associate $275 Nicholas Hahn Associate $200 Heather Saladin Paralegal $150 The hourly rates for other attorneys and paralegals who may also assist the Debtor range from $150 to $395. Steinhilber received a retainer from the Debtor in the amount of $13,283. Paul Swanson, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul G. Swanson, Esq. Steinhilber Swanson LLP 107 Church Avenue P.O. Box 617 Oshkosh, WI 54903-0617 Tel: 920-235-6690 Fax: 920-426-5530 Email: pswanson@oshkoshlawyers.com About Marks Family Trucking LLC Marks Family Trucking, LLC is engaged in contract truck hauling. The Company owns a fee simple interest in a property located at 5230 E. Burnett Street, Beaver Dam, Wisconsin -- office, garage and yard -- from which it operated. It paid $350,000 for the property five years ago and the current value is thought to be at least this much. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 17-26876) on July 13, 2017. Rebecca L. Marks, manager, signed the petition. At the time of the filing, the Debtor disclosed $1.65 million in assets and $969,984 in liabilities. Judge Susan V. Kelley presides over the case. MARTIN'S VIEW: Wants to Use EagleBank, et al.'s Cash Collateral --------------------------------------------------------------- Martin's View Apartments, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of Columbia to use cash collateral of (a) EagleBank, a Maryland banking corporation, which holds a first priority perfected lien and security interest on cash collateral, and (b) seven private lenders who hold a collective Second Deed of Trust and Security Agreement, recorded May 24, 2017, with the District of Columbia Recorder of Deeds, securing claims in the aggregate principal amount of $2 million. The Debtor and EagleBank have agreed to terms for the interim use of cash collateral. The Secured Creditors will be provided with adequate protection under the interim court order: (i) monthly payments to EagleBank in the amount of $42,940.68; (ii) a replacement lien on all the post-petition assets of the Debtor pursuant to Section 361 of the Bankruptcy Code to the extent of diminution in the value of the Secured Creditors' interest in cash collateral; and (iii) administrative priority expense claims pursuant to Section 507(b) of the Bankruptcy Code, to the extent there is a diminution in the value of the Secured Creditors' interest in cash collateral. The Debtor will use the cash collateral in order to continue to operate, preserve and maintain the Debtor's a 156-unit residential apartment project located at 200 - 211 Elmira Street SW, and 4337 – 4363 Martin Luther King, Jr. Avenue SW, Washington, D.C. 20032. Unless the Debtor is permitted to use cash collateral, it will be irreparably harmed because it will be unable to operate and manage its business and preserve and maintain the going concern value of the Property. The Debtor requires the use of cash collateral for the payment of, among other things, operating expenses including management fees, utilities expenses, maintenance expenses, and other expenses as more fully set forth in the budget. The Debtor's use of cash collateral to operate its business will protect the value of the Property and the welfare of its residents. A copy of the Debtor's request is available at: http://bankrupt.com/misc/dcb17-00389-3.pdf About Martin's View Apartments Martin's View Apartments, LLC, 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. Martin's View Apartments filed for Chapter 11 bankruptcy protection (Bankr. D.C. Case No. 17-00389) on July 14, 2017, estimating its assets at between $10 million and $50 million and liabilities at between $1 million and $10 million. The petition was signed by Carter A. Nowell, manager. Kristen E. Burgers, Esq., and Stephen E. Leach, Esq., at Hirschler Fleischer, PC, serve as the Debtor's bankruptcy counsel. MCCLATCHY CO: Reports $37.4 Million Net Loss for Second Quarter --------------------------------------------------------------- The McClatchy Company reported a net loss in the second quarter of 2017 of $37.4 million, or $4.91 per share that includes after-tax non-cash impairments totaling $28.8 million on the carrying value of the company's interest in CareerBuilder LLC (CareerBuilder) and other equity investments. In the second quarter of 2016 McClatchy reported a net loss of $14.7 million, or $1.89 per share. The Company reported an adjusted net loss of $6.1 million, which excludes severance and certain other items in the second quarter of 2017, compared to an adjusted net loss of $1.5 million in the second quarter of 2016. Craig Forman, McClatchy's president and CEO, said, "As we focus forward at McClatchy, the mantra of accelerating our pace and cadence is being embraced across the organization. And our changes are being well-received by customers -- both long-tenured and new. In the second quarter, we moved forward by regionalizing our publisher structure, centralizing our audience department, expanding our exceleratetm digital marketing business, hastening our product release cycles and diligently working to close on our strategic real estate transactions. "As I have mentioned before, achieving a normalized operating environment takes some time in digital transitions. While we continue to see strong headwinds in print advertising, we also are seeing our digital efforts in all aspects of the business moderate those headwinds. In the second quarter, our advertising revenue trend improved by almost one percentage point and our decline in adjusted EBITDA improved from last quarter by almost seven percentage points, important indicators of our strategic plans at work. "Our commitment to journalism that matters is an area of focus that is unremitting. And reaching greater audiences with that journalism is at the core of what we do," Forman continued. "Our newsroom reinvention and the rollout of our new audience management platform are key to these efforts. Two measurements of our success are growth in our digital subscriptions and in unique visitors. Digital subscriptions grew by 13.8% over the same quarter last year and our unique visitors grew by 14.6% over the same period. "We plan to continue our digital audience growth in the second half of the year by providing relevant journalism to our readers and viewers while explaining the benefits of subscribing to our digital products," Forman said. "We also will learn more about our customers as they begin using the new audience platform, and as a result we can engage more meaningfully with our subscribers." Second Quarter Results Total revenues in the second quarter of 2017 were $225.1 million, down 7.1% compared to the second quarter of 2016. The sequential rate of decline is consistent with that reported for the first quarter of 2017 in the 7% range. Total advertising revenues were $125.2 million, down 11.1% in the second quarter of 2017 compared to the second quarter of 2016. The rate of decline in total advertising revenue slowed in the second quarter reflecting a sequential improvement of 90 basis points compared to the decline reported in the first quarter of 2017. The decline in advertising revenues continues to be due to the softness in traditional print advertising offset by improvements in direct marketing advertising and digital-only advertising. Digital-only advertising revenues grew 10.0% in the second quarter of 2017 while total digital advertising revenues, which includes digital-only advertising and digital advertising bundled as an upsell with print advertising, declined 0.9% compared to the same quarter last year. Direct marketing declined 1.8% in the second quarter of 2017 compared to a decline of 13.2% in the same period last year. The improvement in trend in the first half of 2017 was mainly attributable to new customers joining in the second half of last year at a few of our markets and the impact of rolling over the elimination of certain products during late 2015 and early 2016. Audience revenues were $89.9 million, down 0.6% in the second quarter compared to the same period in 2016. Digital-only audience revenues were up 6.7% due to subscriber growth and pricing strategies implemented throughout 2016. The number of digital-only subscribers ended the quarter at 91,000, representing an increase of 13.8% from the second quarter of 2016. The strength in digital-only audience results were achieved despite the interruption that was inherent during the implementation of a new audience management platform during the quarter. New features will be rolled out in coming quarters that will enable additional revenue-generating strategies. Average total unique and local unique visitors to the company's online products were 66 million and 16.3 million, respectively, in the second quarter of 2017. These results represented growth of 14.6% in total unique visitors and 10.7% in local unique visitors in the second quarter of 2017 compared to the same quarter last year. Mobile users represented 60.2% of average total unique visitors in the second quarter of 2017 compared to 52.9% in the second quarter of 2016. Revenues exclusive of print newspaper advertising accounted for 74.7% of total revenues in the second quarter of 2017, an increase from 70.4% in the second quarter of 2016. Results in the second quarter of 2017 included the following items: -- Non-cash impairment charge related to the write-down on the carrying value of the Company's equity investment in CareerBuilder and other equity investments totaling $46.1 million ($28.8 million after-tax); -- Severance charges totaling $5.6 million ($3.4 million after-tax); -- Costs associated with reorganizing sales and other operations totaling $0.8 million ($0.5 million after-tax); -- Gain on real estate transactions and charges associated with relocations of certain operations netting to $3.1 million ($1.9 million after-tax); and -- Loss on extinguishment of debt $0.9 million ($0.6 million after-tax). Adjusted net loss, which excludes the items above, was $6.1 million. Adjusted EBITDA was $35.5 million in the second quarter of 2017, down 18.2% compared to the second quarter last year. Operating expenses were down 11.7%, while adjusted operating expenses, which exclude non-cash and certain other charges, were down 4.6% in the second quarter of 2017 compared to the same quarter last year. Other Second Quarter Business and Recent Highlights Real Estate Transactions: On March 31, 2017, the company completed the sale of the San Luis Obispo, California, building and land for gross proceeds of $9.0 million. The Sacramento, California, land and buildings sale and leaseback transaction is expected to close in the third quarter of 2017. The company entered into separate sales agreements during the second and third quarter respectively for its Kansas City, Missouri real property . On April 4, 2017, the company entered into an agreement with 1729 Grand Boulevard, LLC, a 3D Development company, to buy the Kansas City Star's downtown office facility. On July 12, 2017, the company entered into an agreement with R2 Capital, LLC to buy the Kansas City Star's production facility, which will be structured as a sales leaseback transaction. The two Kansas City sale transactions will yield combined gross proceeds of $42 million and are expected to close in the third and fourth quarters of 2017, subject to customary closing conditions. In the second quarter, the Company entered into a non-binding letter of intent to sell and leaseback its Columbia, South Carolina, land and building. The sale is expected to close in the fourth quarter of 2017, subject to customary closing conditions. CareerBuilder: On June 19, 2017, the Company announced that along with the current ownership group, it entered into an agreement to sell a majority of the collective ownership interest in CareerBuilder to an investor group led by investment funds managed by affiliates of Apollo Management Group along with the Ontario Teachers' Pension Plan Board. The transaction is expected to close in the third quarter of 2017. Upon closing, the company expects to receive $76 million made up of approximately $8 million in normal distributions and $68 million of after-tax proceeds. Upon the closing of the transaction, McClatchy's ownership interest in CareerBuilder will be reduced to 3.5% from 15%. Management has estimated a fair value of the interest retained in CareerBuilder and its accounting impact of the transaction, and as a result, an additional pre-tax non-cash impairment charge of $45.6 million was recorded in the second quarter of 2017. First Six Months Results of 2017 Total revenues for the first six months of 2017 were $446.3 million, down 7.1% compared to the first six months of 2016. Advertising revenues were $245.1 million, down 11.6% compared to the first six months of last year. Softness in print advertising negatively impacted advertising revenues but was partially offset by growth in digital-only advertising revenue of 10.8% when compared to the first half of 2016. Audience revenues were $181.3 million, relatively unchanged when compared to the first half of 2016 and digital-only audience revenues were up 8.8% over the same period. The growth in digital-only audience revenue is attributable to the increase in digital-only subscribers through promotional efforts and rate increases initiated in the second half of last year. The Company reported a net loss for the first half of 2017 of $133.0 million, or $17.49 per share which included non-cash after-tax impairment charges of $105.6 million that are mainly attributable to the write-down of its CareerBuilder investment. Net loss for the first half of 2016 was $27.5 million or $3.48 a share. Results for the first six months of 2017 included the following items: -- Non-cash impairment charge related to the write-down of the carrying value of our equity investment in CareerBuilder and other investments totaling $169.1 million ($105.6 million after-tax); -- Severance charges totaling $9.5 million ($5.8 million after -tax); -- Non-cash write-down of inventory totaling $2.0 million ($1.2 million after-tax); -- Costs associated with reorganizing sales and other operations totaling $1.2 million ($0.7 million after-tax); -- Gain on real estate transaction offset by charges associated with relocations of certain operations netting to $2.8 million ($1.7 million after-tax); -- Loss on extinguishment of debt of $0.9 million ($0.6 million after-tax); -- Costs related to co-sourcing information technology operations and other miscellaneous acquisition-related costs totaling $0.3 million ($0.2 million after-tax); and -- Net increase in taxes totaling $0.1 million for adjustments of certain deferred tax credits related to tax positions taken in prior years. Adjusted net loss, which excludes the items above, was $20.6 million. Adjusted EBITDA was $58.6 million in the first half of 2017, down 21.0% compared to the first half of last year. Operating expenses were down 8.9%, while adjusted operating expenses, which exclude non-cash and certain other charges, were down 4.5% in the first half of 2017 compared to the same period last year. Debt and Liquidity: Debt at the end of the second quarter 2017, after repurchasing $15 million of bonds, was $858.7 million. The notes due September 2017 had a principal balance of $16.9 million outstanding with no other maturities coming due until December 2022. The Company finished the quarter with $8.4 million in cash, resulting in net debt of $850.3 million. In addition, the Company has a $65 million revolving line of credit available for liquidity. The leverage ratio at the end of the second quarter under the company's credit agreement was 5.48 times cash flow (as defined) compared to a maximum leverage covenant of 6.0 times cash flow. The company expects its current de-leveraging strategies to reduce this ratio over the course of the year. Outlook Craig Forman said, "In the first quarter we indicated that our decline in adjusted EBITDA was not reflective of the trend we expect for the rest of 2017. We are happy to report that we improved upon our adjusted EBITDA trend by almost seven percentage points in the second quarter and we also expect to see trend improvements in EBITDA in the second half." For the second half of 2017, the Company expects to grow digital-only advertising revenue at a double-digit rate for all of 2017, improving on the trend seen in the first half of 2017. The Company expects to obtain the digital growth through organic investments in digital solutions like exceleratetm, as well as other digital products and partnerships. Expenses are expected to include investments in exceleratetm throughout 2017, providing it with a larger sales force and with tools to drive revenue results in McClatchy's markets, as well as adjacent markets. Management also sees further potential in its video portfolio as well as Nucleus, which is expected to help drive results for large retailers and national accounts. While the company believes in the value of print advertising, the declining trends in print advertising are not anticipated to subside in the remainder of 2017. Management believes that print advertising will continue to become a smaller portion of advertising and total revenue. Audience revenues are expected to be stable in 2017. Management remains committed to reducing operating expenses and will monitor costs throughout the year to achieve expense performance in line with revenue performance, despite the additional investments in news and sales infrastructures. Strategies to continue its digital transformation and reduce legacy costs include, among others, moving to regional publishers, centralizing audience functions, consolidating production and other functions and reinventing our newsrooms to have a digital-first work flow. These actions will result in initial implementation costs in the range of $18 million to $20 million, which may include accelerated depreciation and certain other non-cash costs. This compares to similar upfront costs of approximately $40 million in 2016 to further its digital transformation and continue the reduction of legacy costs. As noted above, management expects improving performance in adjusted EBITDA compared to the level of decline in the first half of 2017. Management will maintain its focus on monetizing real estate assets throughout 2017 with the goal of realizing approximately $100 million in proceeds in 2017. The proceeds achieved from the real estate transactions coupled with proceeds from other asset sales and cash from operations will be utilized to de-lever the company through debt reductions and for further investment in the business. The Company's press release is available for free at: https://is.gd/6cwuGX About McClatchy The McClatchy Company -- http://www.mcclatchy.com/-- is publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the (Fort Worth) Star-Telegram. McClatchy operates 30 media companies in 29 U.S. markets in 14 states, providing each of its communities with high-quality news and advertising services in a wide array of digital and print formats. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange under the symbol MNI. McClatchy reported a net loss of $34.19 million for the year ended Dec. 25, 2016, compared to a net loss of $300.16 million for the year ended Dec. 27, 2015. As of March 26, 2017, McClatchy had $1.74 billion in total assets, $1.72 billion in total liabilities and $21.72 million in total stockholders' equity. * * * McClatchy continues to hold Moody's Investors Service's "Caa1" corporate family rating. In December 2015, Moody's affirmed the "Caa1" corporate family rating rating and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cashflow. McClatchy continues to hold Standard & Poor's "B-" corporate credit rating (outlook stable). As reported by the TCR on April 2, 2014, S&P affirmed all ratings on McClatchy including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflected S&P's expectation that the time-frame for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. MEG ENERGY: Bank Debt Trades at 3% Off -------------------------------------- Participations in a syndicated loan under MEG Energy Corp is a borrower traded in the secondary market at 97.46 cents-on-the-dollar during the week ended Friday, July 7, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.65 percentage points from the previous week. MEG Energy pays 350 basis points above LIBOR to borrow under the $1.235 billion facility. The bank loan matures on Dec. 1, 2023 and carries Moody's Ba3 rating and Standard & Poor's BB+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended July 7. MFR RENTAL: August 30 Plan Confirmation Hearing ----------------------------------------------- Judge Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida conditionally approved MFR Rental Properties, LLC's disclosure statement explaining its plan of reorganization. Any written objections to the Disclosure Statement shall be filed with the Court and served no later than seven days prior to the date of the hearing on confirmation. The Court will conduct a hearing on confirmation of the Plan on August 30, 2017, at 9:30 A.M. in Tampa, FL - Courtroom 8A, Sam M. Gibbons U.S. Courthouse, 801 N. Florida Avenue. Parties in interest shall submit their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. Objections to confirmation shall be filed with the Court and served no later than seven days before the date of the Confirmation Hearing. About MFR Rental Properties MFR Rental Properties, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-02334) on March 22, 2017. The petition was signed by Manuel F. Rodriguez, Chief Restructuring Officer. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $500,000 to $1 million in estimated liabilities. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., is serving as bankruptcy counsel to the Debtor. MOTORS LIQUIDATION: Sets Aside $30M to Fund Q2 Wind-Down Cost ------------------------------------------------------------- Pursuant to the Second Amended and Restated Motors Liquidation Company GUC Trust Agreement dated as of July 30, 2015, and between the parties thereto, Wilmington Trust Company, acting solely in its capacity as trust administrator and trustee of the Motors Liquidation Company GUC Trust, is required to file certain GUC Trust Reports. In addition, pursuant to that certain Bankruptcy Court Order Authorizing the GUC Trust Administrator to Liquidate New GM Securities for the Purpose of Funding Fees, Costs and Expenses of the GUC Trust and the Avoidance Action Trust, dated March 8, 2012, the GUC Trust Administrator is required to file certain quarterly variance reports as described in the third sentence of Section 6.4 of the GUC Trust Agreement with the Bankruptcy Court. On July 21, 2017, the GUC Trust Administrator filed the GUC Trust Report required by Section 6.2(c) of the GUC Trust Agreement together with the Budget Variance Report, each for the fiscal quarter ended June 30, 2017. In addition, the Motors Liquidation Company GUC Trust announced that no distribution in respect of its Units (as such term is defined in the GUC Trust Agreement) is anticipated for the fiscal quarter ended June 30, 2017. During the three months ended June 30, 2017, the amount of GUC Trust Cash set aside from distribution to fund projected Wind-Down Costs and Reporting and Transfer Costs of the GUC Trust increased by $351,500 from the cash set aside as of March 31, 2017, with the total amount of such set aside cash aggregating $30,127,700 as of June 30, 2017. That increase was due primarily to the addition of a noticing expense in the Wind-Down Costs, offset in part by a reduction in other estimated remaining costs. A full-text copy of the Motors Liquidation Company GUC Trust Quarterly Section 6.2(C) Report and Budget Variance Report as of June 30, 2017, is available for free at https://is.gd/YyuOmC About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. MT. OLIVE BAPTIST: Wants to Use First Citizens' Cash Collateral --------------------------------------------------------------- Mt. Olive Baptist Church, Inc., asks for authorization from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to use cash collateral of First Citizens Bank & Trust Company to pay employees and pay other expenses necessary to continue operating the church. The Debtor requests that the preliminary hearing on its motion for interim approval of the use of cash collateral be heard on an expedited basis, on July 21, 2017. As adequate protection to First Citizens, the Debtor will grant First Citizens a replacement lien in an amount equal to and in the same collateral and priority as it had as of the Petition Date to the extent that First Citizens had a properly perfected security interest in cash collateral as of the Petition Date. The Debtor will also make cash payments of $5,800 (equal to an interest-only payment at the 6% contract interest rate based on First Citizens' estimated claim) to First Citizens on or before the 1st day of each month, commencing on Aug. 1, 2017. The Debtor will continue to maintain and insure First Citizens' collateral consistent with the requirements in the loan documents between the Debtor and First Citizens. The Debtor will maintain a debtor-in-possession account to deposit all post-petition revenue and pay all post-petition expenses. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/wieb17-26930-6.pdf Mt. Olive Baptist Church, Inc., owns a Baptist church in Milwaukee, Wisconsin. Mt. Olive Baptist Church filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 17-26930) on July 14, 2017, disclosing $584,548 in total assets as of March 31, 2017, and $1.12 million in total liabilities as of March 31, 2017. The petition was signed by Nita F. Farrow, leader of trustee ministry. Judge Michael G. Halfenger presides over the case. David J. Espin, Esq., at Petrie & Pettit, serves as the Debtor's bankruptcy counsel. MULTI-COLOR CORP: S&P Puts 'BB-' CCR on CreditWatch Negative ------------------------------------------------------------ On July 17, 2017, S&P Global Ratings affirmed all of its ratings on Batavia, Ohio-based Multi-Color Corp., including its 'BB-' corporate credit rating, and placed them on CreditWatch with negative implications. The CreditWatch negative placement follows Multi-Color Corp.'s announcement that it has entered into a definitive agreement to acquire the labels division of Constantia Flexibles GmbH for approximately $1.3 billion (EUR1.15 billion). Constantia Flexibles is a Vienna-based provider of labels used in the food and beverage, home and personal care, and other markets. S&P said, "The ratings are on CreditWatch with negative implications, and we could either affirm the ratings or lower them during the next 90 days. We will update our CreditWatch placement following the close of the acquisition, which the company expects to occur prior to Oct. 2, 2017. Our review will focus on whether Multi-Color's enhanced scale, diversity, and procurement savings will be sufficient to counterbalance the likely degradation of its credit measures. We will also need to evaluate management's appetite for additional debt-funded acquisitions following the integration of Constantia's labels division. If we expect that additional acquisitions will cause the company's adjusted debt-to-EBITDA metric to rise well beyond 5x, we could lower our ratings--though we expect that any potential downgrade will be limited to one notch." NEW CAL-NEVA: 100% Recovery for Unsecureds Under PBGL/NCP Plan -------------------------------------------------------------- Secured creditor Penta Building Group, LLC, and Northlight Capital Partners filed with the U.S. Bankruptcy Court for the District of Nevada a joint proposed disclosure statement in support of an amended plan of liquidation for New Cal-Neva Lodge, LLC, dated July 14, 2017. The proposed liquidation Plan contemplates the sale of substantially all Debtor's assets, free and clear, to Northlight and the creation of a Creditors' Trust to liquidate any remaining assets for distribution to the Debtor's general unsecured creditors. Under the Plan, substantially all property of the Debtor other than Creditors' Trust Assets and as otherwise specifically described herein will be transferred to Northlight or an entity created for this purpose, and Northlight will assume only the obligations specifically assumed or created under the Plan. The Creditors' Trust Assets shall be transferred to the Creditors' Trust to be liquidated for the benefit of the Debtor's general unsecured creditors. Upon the Effective Date, all equity Interests in the Debtor will be extinguished. Northlight will invest no more than $40,000,000 to satisfy the Debtor's existing claims. Northlight will make a $32 million "Plan Payment" for the following purposes: (a) pay the Debtor's unsecured priority tax claims, priority non-tax claims, and general administrative expenses claims and in full in cash on the Effective Date; (b) satisfy Allowed fees of Estate Professionals in the maximum aggregate amount up to $1,000,000 as agreed by such professionals; (c) create a $30 million fund to be disbursed on the Effective Date in full satisfaction of the secured claims of Hall CA-NV, LLC, Ladera Development, LLC, and Penta (inclusive of its subcontractors), which disbursements to each such creditor will be based on the outcome of the Secured Creditors' Adversary Actions Litigation; (d) pay Allowed amounts of the advances with respect to the super priority lien; (e) pay $30,000 to establish the Creditors' Trust, for benefit of the Debtor's General Unsecured Claims; and (f) pay the Architect its claim as agreed to obtain the copyright, or otherwise right, to use the design plans for the Resort. In addition to the Plan Payment, on the Effective Date Northlight will pay Penta and its subcontractors $2 million and will guaranty an additional $6 million in payments to Penta and its Subcontractors to transfer all designs, permits and approvals held by Penta and its subcontractors and to agree to enter into a new Construction Contract with Northlight. Northlight's agreement to provide the Guaranty is not contingent on the resolution of the Lien Litigation. Northlight will thereafter pay the costs to complete the renovation of the Resort. The Plan proposes to pay Class 6 general unsecured creditors prorated beneficial interest in the Creditors' Trust until such Holders receive 100% of such Holder's Allowed General Unsecured Claim with interest. On or before the Effective Date, the Northlight will make the Plan Payment, and Northlight will expend the Plan Payment as provided in the Plan. All consideration necessary to make all monetary payments in accordance with the Plan shall be obtained from the Plan Payment and the Cash of the Debtor. A full-text copy of Penta and Northlight's Disclosure Statement is available at: http://bankrupt.com/misc/nvb16-51282-705.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. NORTHEAST ENERGY: Hearing on Plan Outline Continued to Oct. 5 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania will continue the hearing to consider approval of Northeast Energy Management, Inc.'s disclosure statement on October 5. Objections to the disclosure statement must be filed on or before September 28. The official committee of unsecured creditors, Wildcat Developing and several other creditors of Northeast Energy had earlier opposed court approval of the disclosure statement, which explains the company's proposed Chapter 11 plan of reorganization. The committee objected to the disclosure statement on grounds that it does not contain "adequate information." Wildcat, which is represented by Feldstein Grinberg Lang & McKee P.C., complained the document does not contain any information regarding Northeast Energy's proposed treatment of its claim in the amount of $343,253. A Pennsylvania general partnership, Wildcat is comprised of two individual partners, Michael Melnick and Elizabeth Gregg, each owning a 50% interest. Both own shares of Interstate Gas Marketing, Inc., which in turn owns all of the outstanding stock of Northeast Energy. The disclosure statement had also drawn objections from The Bit Shop, Inc. and its owner Ms. Gregg, who is also a director of Northeast Energy. Both criticized the classification of their claims, which were placed into a separate class from that of the other unsecured claims. Ms. Gregg and her company are also represented by Feldstein Grinberg. Feldstein Grinberg can be reached through: Jeffrey R. Lalama, Esq. Feldstein Grinberg Lang & McKee P.C. 428 Boulevard of the Allies, Suite 600 Pittsburgh, PA 15219 Tel: 412-263-6074 Fax: 412-263-6101 Email: jlalama@fglmlaw.com About Northeast Energy Management Northeast Energy Management, Inc. operated as a service company for the oil and natural gas industry in Southwestern Pennsylvania and the Appalachian region of West Virginia. It was founded in 1988 by William Gregg, Paul Ruddy, Michael Melnick and John Pisarcik, the principal owners of its sole shareholder, Interstate Gas Marketing, Inc. The Debtor filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-70032) on Jan. 16, 2017. The petition was signed by Paul G. Ruddy, secretary. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Jeffery A. Deller presides over the case. Michael J. Henny, Esq., at the Law Office of Michael J. Henny, serves as bankruptcy counsel. On May 30, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. NORTHEAST ENERGY: Total Amt. of Unsecured Claims Increase to $1.7MM ------------------------------------------------------------------- Northeast Energy Management, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a disclosure statement dated July 12, 2017, in support of the Debtor's plan of reorganization dated May 30, 2017 (as modified July 12, 2017). Class 18 General Unsecured Class consists of its general, unsecured trade creditors which total $1,700,563. This debt will be paid in full from the proceeds of the sale of the business assets. This class will receive a distribution of approximately 100% of their allowed claims. This class is impaired by the Plan. The source of funding for the Debtor's Plan is the auction sale by The PPL Group which was approved by the Court on June 2, 2017, and should take place sometime between Aug. 1, 2017, and Sept. 30, 2017. The Effective Date of the Plan is 10 days after the date of Confirmation. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pawb17-70032-222.pdf As reported by the Troubled Company Reporter on June 14, 2017, the Debtor on May 30 filed its restructuring plan, which proposed to pay creditors holding Class 18 general unsecured claims in full from the proceeds generated from the sale of its assets. These creditors assert $1,696,090 in total claims. Class 18, according to that Plan, would not be impaired by the plan. About Northeast Energy Management Northeast Energy Management, Inc., operated as a service company for the oil and natural gas industry in Southwestern Pennsylvania and the Appalachian region of West Virginia. It was founded in 1988 by William Gregg, Paul Ruddy, Michael Melnick and John Pisarcik, the principal owners of its sole shareholder, Interstate Gas Marketing, Inc. The Debtor filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-70032) on Jan. 16, 2017. The petition was signed by Paul G. Ruddy, secretary. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Jeffery A. Deller presides over the case. Michael J. Henny, Esq., at the Law Office of Michael J. Henny, serves as bankruptcy counsel. On May 30, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. NORTHERN POWER: Shareholders Elected 9 Directors ------------------------------------------------ Northern Power Systems Corp. held its annual general meeting of shareholders on May 25, 2017, at which the shareholders elected Ciel R. Caldwell, Alexander "Hap" Ellis III, Richard Hokin, Kevin Kopczynski, William F. Leimkuhler, Robert L. Lentz, Troy C. Patton, John Simon, Ph.D. and Gregory Wolf as directors to serve for one-year terms expiring at the annual general meeting of shareholders to be held in 2018, or until their successors have been duly elected and qualified. The ratification of the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending Dec. 31, 2017, was approved. As of the close of business on April 18, 2017, the record date for the Annual Meeting, there were a total of 23,613,884 common shares outstanding and entitled to vote at the Annual Meeting. The holders of 1,180,694 common shares were required to be present in person or represented by proxy at the Annual Meeting to have a quorum. At the Annual Meeting, 17,431,714 common shares were represented in person or by proxy, therefore a quorum was present. About Northern Power Systems Northern Power Systems -- http://www.northernpower.com/-- designs, manufactures, and sells wind turbines and power technology products, and provides engineering development services and technology licenses for energy applications, into the global marketplace from its U.S. headquarters and European offices. As of March 31, 2017, Northern Power had $22.38 million in total assets, $26.09 million in total liabilities and a total shareholders' deficiency of $3.71 million. Northern Power reported a net loss of $8.94 million for the year ended Dec. 31, 2016, following a net loss of $7.79 million for the year ended Dec. 31, 2015. NORTHWEST PEDIATRIC: Latest Plan to Pay Alexian $10,375 per Quarter ------------------------------------------------------------------- Northwest Pediatric Services S.C., dba Kid Care Medical S.C., filed with the U.S. Bankruptcy Court for the Northern District of Illinois a second amended disclosure statement referring to their plan of reorganization. The new plan changes the treatment of the allowed secured claim of Alexian Brothers Medical Center. The allowed claim is now in the approximate amount of $36,000. Alexian Brothers will now be repaid quarterly payments of $10,375.36 (which may be less after final calculations), beginning with the first quarter which occurs 60 days after the Effective Date. Any post-petition arrearages will be added to the quarterly payment in the last two months of repayment to Alexian Brothers. The Debtor believes the amount of the arrearage is minimal. The Class 2 Claim of Alexian Brothers is impaired. Alexian Brothers is also owed a separate debt by Dr. O, the Debtor's current officer, which will be repaid as follows: Beginning July 15, 2017 for 12 months $1,000 per month; beginning July 15, 2018 for 48 months - $7,500 per month; and beginning July 15, 2022 for 48 months - $11,049.47 per month. The Troubled Company Reported previously reported that the Class 2 Allowed Secured Claim of Alexian Brothers Medical Center in the approximate amount of $100,000 will be repaid quarterly payments of $9,780.18, starting with the first quarter of 2017. Any post-petition arrearages will be added to the quarterly payment in the last two months of repayment to Alexian Brothers. The Debtor believes the amount of the arrearage is minimal. The Class 2 Claim of Alexian Brothers is impaired. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/ilnb16-09373-132.pdf About Northwest Pediatric Services Headquartered in Elgin, Illinois, Northwest Pediatric Services S.C. dba Kid Care Medical S.C. filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 16-09373) on March 18, 2016, estimating its assets at between $100,000 and $500,000 and its liabilities at between $1 million and $10 million. The petition was signed by Orawan Sukavachana, M.D., president. Judge Jacqueline P. Cox presides over the case. Scott R Clar, Esq., at Crane, Heyman, Simon, Welch & Clar serves as the Debtor's bankruptcy counsel. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 12-07777) on Feb. 29, 2012. On May 22, 2013, the Debtor confirmed its Third Plan of Reorganization. IRS and IDR were secured and priority unsecured creditors in the previous Chapter 11 case. Under the terms of the Plan, IRS and IDR were to be given 20 payments over a five-year period. Each payment to the IRS was to be approximately $138,000. NOVA TERRA: Wants Exclusive Plan Filing Deadline Moved to Jan. 12 ----------------------------------------------------------------- Nova Terra, Inc., asks the U.S. Bankruptcy Court for the District of Puerto Rico to extend the exclusivity periods during which only the Debtor may file and solicit votes to accept a Chapter 11 plan from July 20, 2017, and Sept. 18, 2017, respectively, through and including Jan. 12, 2018, respectively. The Exclusive Periods is set to expire on July 20 and Sept. 18, 2017, respectively, to allow the confirmation process to continue unhindered by competing plans. Without an extension, the Exclusive Periods will expire in the midst of the Debtor's plan confirmation process, presenting a risk of undue interference and disruption to the confirmation process. After the Commencement Date, the Debtor has reached an agreement with Banco Popular De Puerto Rico concerning the moneys garnished and withheld by BPPR, which has facilitated Debtor's move and vacancy from PRIDCO'S properties to new facilities, which was concluded on late June 2017. Furthermore, the Debtor has been complying with its financial obligations and fiscal duties since the commencement of the case. Extending the Exclusive Periods will permit the Debtor to confirm the Plan that has been developed with the input and cooperation of the Debtor's major constituencies without unwarranted interference from any dissident party attempting to derail the restructuring process. About Nova Terra Inc. Based in Arecibo, Puerto Rico, Nova Terra, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-01968) on March 23, 2017. The case is assigned to Judge Edward A. Godoy. Ruben Gonzalez Marrero, Esq., at Ruben Gonzalez Marrero & Associates serves as the Debtor's legal counsel. NUVERRA ENVIRONMENTAL: Fried & Pachulski Represent Ascribe & Gates ------------------------------------------------------------------ Fried, Frank, Harris, Shriver & Jacobson LLP and Pachulski Stang Ziehl & Jones LLP filed with the U.S. Bankruptcy Court for the District of Delaware a joint verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure with respect to their representation of Ascribe Capital LLC and Gates Capital Management, Inc., in connection with their respective claims against Nuverra Environmental Solutions, Inc., and its affiliates arising under (i) the 12.5%/10% senior secured second lien notes due April 15, 2021, issued by Nuverra Environmental Solutions, Inc.; (ii) that certain first lien term loan credit agreement, dated April 16, 2016, by and among Nuverra, Wilmington Savings Fund Society, FSB, as administrative agent, and the Term Loan Lenders; and (iii) that court-approved DIP Term Loan Facility dated April 30, 2017. In December 2015, the Supporting Noteholders engaged Fried Frank to represent them with respect to their holdings of 9.875% unsecured senior notes due 2018 issued by Nuverra. As part of the Out-of-Court Restructuring completed by Nuverra in March 2016, the Supporting Noteholders exchanged all of their 2018 Notes for newly issued 2021 Notes and made loans to Nuverra under the Term Loan Facility. Fried Frank has continued to represent the Supporting Noteholders in connection with the Debtors' restructuring efforts being implemented through the Chapter 11 cases. Following subsequent discussions regarding the Chapter 11 cases, Ascribe and Gates made additional loans to the Debtors under the DIP Term Loan Facility and Ascribe made additional loans to the Debtors under the DIP Revolving Facility. As of the filing of this Statement, the Supporting Noteholders are signatories to that certain Restructuring Support Agreement, dated as of April 9, 2017, by and among the Debtors and the Supporting Noteholders. Fried Frank and Pachulski Stang do not represent or purport to represent any other persons or entities in connection with the Chapter 11 cases. The Supporting Noteholders include: (1) Ascribe Capital LLC 299 Park Avenue, 34th Floor New York, NY 10171 Nature & Amount of Disclosable Economic Interset ($USD): DIP Revolving Facility Claims: $2,955,362.45 DIP Term Loan Facility Claims: $3,884,250 Term Loan Facility Claims: $42,867,983.59 2021 Note Claims: $157,455,564 (2) Gates Capital Management, Inc. 1177 Avenue Of The Americas, 46th Floor, New York, NY 10036 Nature & Amount of Disclosable Economic Interset ($USD): DIP Term Loan Facility Claims: $3,615,750 Term Loan Facility Claims: $39,904,721 2021 Note Claims: $150,630,540 Upon information and belief, Fried Frank and Pachulski Stang do not hold any claims against, or interests in, the Debtors or their estates, other than claims for fees incurred and costs expended in representing the Supporting Noteholders after commencement of the Chapter 11 cases. Fried Frank and Pachulski Stang can be reached at: Laura Davis Jones, Esq. Peter J. Keane, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: ljones@pszjlaw.com pkeane@pszjlaw.com -- and -- Brad Eric Scheler, Esq. Jennifer Rodburg, Esq. Carl Stapen, Esq. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP One New York Plaza New York, New York 10004 Tel: (212) 859-8000 Fax: (212) 859-4000 E-mail: brad.eric.scheler@friedfrank.com jennifer.rodburg@friedfrank.com carl.stapen@friedfrank.com About Nuverra Environmental Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides environmental solutions to customers focused on the development and ongoing production of oil and natural gas from shale formations. The Scottsdale, Arizona-based Company operates in shale basins where customer exploration and production activities are predominantly focused on shale and natural gas. Nuverra Environmental Solutions and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on May 1, 2017. The Hon. Kevin J. Carey presides over the cases. As of March 31, 2017, Nuverra had $329.8 million in total assets and $534.5 million in total liabilities. Shearman & Sterling LLP serves as bankruptcy counsel to the Debtors, with the engagement led by Fredric Sosnick, Esq., Sara Coelho, Esq., and Stephen M. Blank, Esq. Young Conaway Stargatt & Taylor, LLP and Shearman & Sterling LLP is the Debtors' co-counsel. AP Services, LLC, is the Debtors' restructuring advisor. Lazard Freres & Co. LLC and Lazard Middle Market LLC is the investment banker. Prime Clerk LLC is the claims and noticing agent. On May 19, 2017, the U.S. Trustee appointed an official committee of unsecured creditors. Kilpatrick Townsend & Stockton LLP is counsel, Landis Rath & Cobb LLP is Delaware counsel, and Batuta Capital Advisors LLC is financial advisor to the Committee. PACIFIC DRILLING: Unit's Consent Solicitation Expires Aug. 2 ------------------------------------------------------------ Pacific Drilling V Limited, a wholly owned subsidiary of Pacific Drilling S.A. announced the results, as of 5:00 p.m. Eastern Daylight Time on July 19 of its private consent solicitation in respect of its 7.25% Senior Secured Notes due Dec. 1, 2017, pursuant to which the Issuer is soliciting the consent of the holders of Notes to an extension of the maturity date of the Notes to June 1, 2018, in order to give the Company more time to negotiate a refinancing transaction or undertake a holistic restructuring with all of its creditors. At the Early Consent Deadline, the Issuer has received consents of holders of the Notes comprising less than 66 2/3% of the aggregate principal amount of the Notes (disregarding Notes held by the Company or its affiliates). Proceeding with the maturity extension by way of an out-of-court amendment of the Indenture is conditioned on receipt by the Issuer of valid consents from Noteholders holding at least 95% of the outstanding principal amount of the Notes (disregarding Notes held by the Issuer or its affiliates). The Minimum Threshold Condition was not satisfied at the Early Consent Deadline. As set out in the confidential consent solicitation statement dated July 5, 2017, the Issuer reserves the right to lower the Minimum Threshold Condition in its sole discretion to not less than 66 2/3% of the outstanding principal amount of the Notes (disregarding the Notes held by the Issuer or its affiliates). The Issuer also reserves the right (at any time and in its sole discretion) to terminate the Solicitation and implement the maturity extension by applying to the Eastern Caribbean Supreme Court in the Territory of the Virgin Islands to implement the maturity extension pursuant to a scheme of arrangement under Part IX of the BVI Business Companies Act 2004 in the event that it believes that it is reasonably likely to obtain the consents of the Noteholders required to effect the Scheme of Arrangement. The Solicitation is ongoing and will expire at 5:00 p.m. (New York City time) on Aug. 2, 2017. The Issuer will instruct DTC and Global Bondholder Services Corporation, the Tabulation Agent and Information Agent for the Solicitation, to permit consenting holders of the Notes to withdraw their consent at any time at or prior to the Expiration Date. For a withdrawal of consent to be effective, written or facsimile withdrawal transmission must be timely received by GBSC at its address set forth in the Solicitation Statement or by delivery of a properly transmitted "Request Message" though ATOP. Any such notice of withdrawal must: * specify the name of the consenting holder and, if different, the name of the registered holder of the Notes (i.e. the DTC participant whose name appears in the security position listing as the owner of such Notes) in respect of which a consent has been delivered; * include a statement of the election to withdraw; * refer to the original consent instruction; * specify the nominal amount of Notes for which such consent instruction is requested to be withdrawn; * be signed by the holder of those Notes (or, if applicable, the DTC participant listed in the applicable Agent's Message) in the same manner as the original signature, or be accompanied by evidence satisfactory to the Issuer that the person withdrawing consent has succeeded to the beneficial ownership of such Notes or has been authorized by such beneficial owner to effect such withdrawal on its behalf; and * provide any additional information required by GBSC or DTC. About Pacific Drilling Based in Luxembourg, Pacific Drilling S.A. (NYSE:PACD) is an international offshore drilling contractor. The Company's primary business is to contract its high-specification rigs, related equipment and work crews, primarily on a day rate basis, to drill wells for its clients. The Company's contract drillships operate in the deepwater regions of the United States, Gulf of Mexico and Nigeria. Pacific Drilling reported a net loss of $37.15 million on $769.5 million of revenues for the year ended Dec. 31, 2016, as compared with net income of $126.2 million on $1.08 billion of revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Pacific Drilling had $5.75 billion in total assets, $3.18 billion in total liabilities and $2.57 billion in total shareholders' equity. The Company's independent auditors KPMG LLP, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern in their report on the consolidated financial statements for the year ended Dec. 31, 2016. KPMG noted that the Company expects to be in violation of certain of its financial covenants in the next 12 months. * * * In October 2016, Moody's Investors Service downgraded Pacific Drilling's Corporate Family Rating to 'Caa3' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa3-PD' from 'Caa2-PD'. "PacDrilling's ratings downgrade reflects our extremely negative view of the offshore drilling sector with no near term signs of improvement. Depressed prices for the offshore drillships offers weak asset coverage for PacDrilling's overall debt. With no material signs of improving contract coverage or utilization for PacDrilling's drillships, cashflow through 2017 will be severely impacted resulting in an unsustainable capital structure," said Sreedhar Kona, Moody's senior analyst. In February 2017, S&P Global Ratings affirmed its ratings on Pacific Drilling S.A., including its 'CCC-' corporate credit rating. S&P subsequently withdrew all ratings on the company at its request. PALATIAL INVESTMENT: Plan Confirmation Hearing Set for Sept. 19 --------------------------------------------------------------- Judge Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the District of Arizona approved Palatial Investment Corp.'s disclosure statement referring to a plan of reorganization filed on May 17, 2017. The hearing to consider the confirmation of the Plan of Reorganization shall be held at the U.S Bankruptcy Court, 230 North First Avenue, 7th Floor, Courtroom 703, Phoenix, Arizona on Sept. 19, 2017, at 10:00 a.m. The last day for filing with the Court written acceptances or rejections of the plan is Sept. 12, 2017. The last day for filing and serving written objections to confirmation of the plan is fixed at Sept. 12, 2017. As previously reported by the Troubled Company Reporter, under the plan, Class 2 Unsecured Claims -- totaling $22,956.13 -- will be paid from the liquidation of estate assets. The funds necessary for the satisfaction of approved and allowed claims will be derived from the Debtor's liquidation of estate assets, including the recovery of damages in any pending or contemplated civil litigation. The Disclosure Statement is available at: http://bankrupt.com/misc/azb15-08730-201.pdf About Palatial Investment Corp. Palatial Investment Corp., filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 15-08730) on July 14, 2015, disclosing under $1 million in both assets and liabilities. The petition was filed pro se. The Debtor hires Weinberger Law as special counsel. PANADERIA ZULMA: Plan Confirmation Hearing on Aug. 15 ----------------------------------------------------- The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico has conditionally approved Panaderia Zulma Inc.'s disclosure statement dated July 6, 2017, with respect to the Debtor's Chapter 11 plan. A hearing to consider the final approval of the Disclosure Statement will be held on Aug. 15, 2017, at 10:00 a.m. Objections to the approval of the Disclosure Statement and plan confirmation must be file on or before three days before the Hearing. The last day for filing written acceptances or rejections of the Plan is three days before the Hearing. About Panaderia Zulma Panaderia Zulma Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-07217) on Sept. 11, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Myrna L. Ruiz-Olmo, Esq., of MRO Attorneys. Hector A. Morales of Morales Munoz & Asociados CPA, PSC, has been tapped as accountant. PANADERIA ZULMA: Plan Outline Okayed, Plan Hearing on Aug. 15 ------------------------------------------------------------- The U.S. Bankruptcy Court in Puerto Rico is set to hold a hearing on August 15, at 10:00 a.m., to consider approval of the Chapter 11 plans of reorganization for Panaderia Zulma, Inc. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on July 12. Panaderia Zulma proposes two plans to exit Chapter 11 protection. The first plan will be funded from the sale of the company's assets. Panaderia Zulma has already received an offer for the expeditious sale of its business operations to a non-related entity. The sale price is estimated at $350,000 to cover all secured and priority claims. Meanwhile, payments under the alternate plan will be funded from cash flow from operations of the company's business. Both plans classified unsecured claims in Class 4 and proposed to pay unsecured creditors a pro-rata distribution. Class 4 is impaired, according to the company's disclosure statement filed on July 6. A copy of the disclosure statement is available for free at https://is.gd/NywJCI About Panaderia Zulma Inc. Panaderia Zulma, Inc. operates a bakery. Joe Matos is the president and secretary and holds 50% of the shares and ownership of the Debtor. Zulma Vazquez holds 50% of the shares and ownership. The Debtor filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-07217) on September 11, 2016, disclosing less than $1 million in both assets and liabilities. Judge Enrique S. Lamoutte Inclan presides over the case. Myrna L. Ruiz-Olmo, Esq., at MRO Attorneys at Law LLC, represents the Debtor as bankruptcy counsel. The Debtor hired Hector A. Morales of Morales Munoz & Asociados CPA, PSC as accountant. PERFUMANIA HOLDINGS: David Konckier Has 5.7% Stake as of Dec. 31 ---------------------------------------------------------------- Jaques Bogart SA, S.B.N. and David Konckier disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, they beneficially own 882,297 shares of common stock of Perfumania Holdings, Inc. representing 5.7 percent based on 15,493,763 shares of Common Stock outstanding as of June 16, 2017, as reported in the Issuer's Quarterly Report on Form 10-Q, 2017. Jacques Bogart SA is the record holder of the shares of Common Stock reported. S.B.N. is the majority shareholder of Jacques Bogart S.A., and David Konckier is the sole manager of S.B.N. As such, each of Mr. Konckier and S.B.N. may be deemed to share beneficial ownership of the share of Common Stock held of record by Jacques Bogart SA. A full-text copy of the regulatory filing is available at: https://is.gd/ktw69w About Perfumania Holdings Perfumania Holdings, Inc. (NASDAQ: PERF) -- http://www.perfumaniaholdings.com/or perf@jcir.com -- is a specialty retailer and distributor of fragrances and related beauty products across the United States. Perfumania has a 30-year history of innovative marketing and sales management, brand development, license sourcing and wholesale distribution making it the premier destination for fragrances and other beauty supplies. Perfumania reported a net loss of $23.63 million for the fiscal year ended Jan. 28, 2017, and a net loss of $11.67 million for the fiscal year ended Jan. 30, 2016. As of April 29, 2017, Perfumania had $304.73 million in total assets, $253.93 million in total liabilities and $50.80 million in total shareholders' equity. As reported by the TCR on June 26, 2017, Perfumania announced that a special independent committee of the Board of Directors of the Company is considering various alternatives to address the Company's financial condition and capital structure, and had contacted members of the Nussdorf family (Stephen L. Nussdorf, Glenn H. Nussdorf, Arlene Nussdorf, Lillian Ruth Nussdorf) to begin discussions over possible alternatives that could result in value to all stockholders of the Company. PETSMART INC: Bank Debt Trades at 6% Off ---------------------------------------- Participations in a syndicated loan under Petsmart Inc. is a borrower traded in the secondary market at 94.20 cents-on-the-dollar during the week ended Friday, July 7, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.95 percentage points from the previous week. Petsmart Inc pays 300 basis points above LIBOR to borrow under the $4.246 billion facility. The bank loan matures on March 10, 2022 and carries Moody's Ba3 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended July 7. PME MORTGAGE: Taps Zolkin Talerico as Restructuring Counsel ----------------------------------------------------------- PME Mortgage Fund, Inc., seeks authority from the US Bankruptcy Court from the Central District of California, Riverside Division, to employ Zolkin Talerico LLP as its general restructuring counsel. Professional services that the Firm will render are: 1. advise the Debtor with respect to the requirements and provisions of the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules, U.S. Trustee Guidelines and other applicable requirements which may affect the Debtor; 2. advise and assist the Debtor in preparing and filing of schedules and statements of financial affairs, compliance with and fulfillment of U.S. Trustee requirements, and the preparation of other documents as may be required after the initial filing of a chapter 11 case; 3. advise and assist the Debtor in the preparation of a disclosure statement, the formulation of a chapter 11 plan of reorganization or liquidation and the confirmation and consummation of such plan; 4. attend meetings and negotiate with creditors and other parties-in-interest; 5. take necessary actions to protect and preserve the estate, including, without limitation, the prosecution of actions on behalf of the Debtor's bankruptcy estates, the defense of any action commenced against the Debtor or the Estate, negotiating on behalf of the Debtor with respect to all litigation in which the Debtor is involved, objecting to claims that are filed against the Estate, and otherwise representing the Debtor in any proceeding or hearing in the Bankruptcy Court in connection with the any action where the rights of the Estate or the Debtor may be litigated or affected; and 6. perform such other and further services as typically may be rendered by counsel for a debtor in a chapter 11 case. The Firm has received a $75,000 retainer from the Debtor for legal services to be rendered in connection with this case. Prior to the Petition Date, the Firm incurred fees and expenses in the amount of $39,196.5, which were billed against the Retainer, leaving $35,803.50 in the Retainer as of the Petition Date. Most of the work in this representation will be performed by David Zolkin and Derrick Talerico, whose rates are $595 and $495, respectively, and by Martha Araki, a paralegal whose hourly rate is $225.00. Derrick Talerico, a partner in the law firm of Zolkin Talerico LLP, attests that the Firm and all of the attorneys comprising or employed by it are disinterested persons who do not hold or represent any interest adverse to the Estate and do not have any material connection with the Debtor, its creditors, the Office of the United States Trustee, or any other party in interest in this case or with the Debtor’s respective attorneys or accountants. The Firm can be reached through: Derrick Talerico Zolkin Talerico LLP 12121 Wilshire Blvd., Suite 1120 Los Angeles, CA 90025 Tel: (424) 500-8552 Fax: (424) 500-8951 About PME Mortgage Fund Inc. PME Mortgage Fund Inc. is a privately held company in Big Bear Lake, California. It is an affiliate of hard-money lender Pacific Mortgage Exchange, Inc., which has provided hard money loan programs for over 30 years. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-15082) on June 19, 2017. The petition was signed by Nicholas Rubin, chief restructuring officer. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $10 million to $50 million. PRECISION DRILLING: Moody's Alters Outlook to Stable & Affirms CFR ------------------------------------------------------------------ Moody's Investors Service affirmed Precision Drilling Corporation's B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating, B3 senior unsecured notes rating and SGL-2 Speculative Grade Liquidity Rating. Moody's also changed Precision's outlook to stable from negative. "Precision's change in outlook reflects improved credit metrics in 2017 driven by increasing drilling activity," said Paresh Chari, Moody's AVP-Analyst. "EBITDA in 2017 and 2018 will remain steady due to better pricing and utilization that offsets high margin contracts that are rolling off." Outlook Actions: Issuer: Precision Drilling Corporation -- Outlook, Changed To Stable From Negative Affirmations: Issuer: Precision Drilling Corporation -- Probability of Default Rating, Affirmed B2-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Corporate Family Rating, Affirmed B2 -- Senior Unsecured Regular Bond/Debenture, Affirmed B3(LGD4) RATINGS RATIONALE Precision's B2 CFR reflects expected high debt to EBITDA in 2017 and 2018 (around 6x) and weak EBITDA to interest (around 2.5x) due to its significant exposure to the weak North American land drilling market. While drilling activity is increasing, this is mitigated by an increasing proportion of rigs exposed to weak spot day rates leading to higher uncertainty for earnings in 2018. In 2017, Moody's expects Precision will have about 20% of its Tier 1 fleet under contract, which will help to slightly mute the impact of low spot day rates, as will its exposure to international land drilling markets. That proportion will decrease below 10% in 2018 offering less visibility and stability in cash flow. The rating also recognizes Precision's solid market position in Canada, high quality rig fleet and broad geographic footprint in the major North American land drilling markets. Precision has good liquidity (SGL-2). As of March 31, 2017, Precision had roughly C$120 million of cash and an undrawn US$525 million secured revolving credit facility (but for US$41 million in letters of credit outstanding), due June 2019. Moody's expects positive free cash flow of about C$50 million through mid-2018 and there are no upcoming debt maturities until November 2020. Moody's expect Precision will be in compliance with its two financial covenants. Alternate liquidity is limited given that substantially all of the company's assets are pledged under the revolver and there is limited market interest in land drilling rigs currently. In accordance with Moody's Loss Given Default (LGD) Methodology, the senior unsecured notes are rated B3, one notch below the CFR, reflecting the priority ranking of the US$525 million revolving credit facility in the capital structure. The stable outlook reflects Moody's expectation that EBITDA will stabilize, supporting leverage of about 6x and EBITDA to interest above 2.5x in 2017 and 2018. The ratings could be upgraded if debt to EBITDA is likely to remain below 5x and EBITDA to interest is likely to remain above 3x. The ratings could be downgraded if debt to EBITDA is likely to remain above 7x, EBITDA to interest is likely to remain below 2x and liquidity deteriorates. Precision is a Calgary, Alberta-based corporation engaged in onshore drilling and providing well completion and production services to upstream oil and gas companies in North America. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. PREMIER MARINE: Committee Taps Fafinski Mark as Bankruptcy Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Premier Marine, Inc. seeks authority from the US Bankruptcy Court for the District of Minnesota to retain the law firm of Fafinski, Mark & Johnson, P.A. as its bankruptcy counsel in all matters pertaining to the Chapter 11 bankruptcy case. Services to be rendered by Fafinski, Mark & Johnson are: a. consult with the debtor-in-possession and the Office of the United States Trustee regarding administration of the bankruptcy case; b. advise the Committee with respect to its rights, power and duties as they relate to the case; c. investigate the acts, conduct, assets, liabilities and financial condition of the Debtor; d. assist the Committee in analyzing the Debtor's pre-petition and post-petition relationships with its creditors, equity interest holders, employees, and other parties in interest; e. assist and negotiate on the Committee's behalf in matters relating to the claims of the Debtor's other creditors; f. request the appointment of a trustee or examiner in instances where the Committee deems such action appropriate; g. advise the Committee in connection with any proposed sale of the assets of the Debtor; h. assist the Committee in preparing pleadings and applications as may be necessary to further the Committee's interests and objectives; i. research, analyze, investigate, file and prosecute litigation on behalf of the Committee in connection with issues, including but not limited to avoidance actions, fraudulent conveyances, and lender liability; j. represent the Committee at hearings and other proceedings; k. review and analyze applications, orders, statements of operations and schedules filed with the Court and advising the Committee regarding all such materials; l. aid and enhance the Committee's participation in formulating a plan; m. assist the Committee in advising unsecured creditors of the Committee's decisions, including the collection and filing of acceptances and rejections to any proposed plan; and n. perform such other legal services as may be required and are deemed to be in the interests of the Committee. Fafinski Mark's hourly rates for this matter are: Senior Partners: $410/hour Junior Partners: $340/hour Associates: $225 to $310/hour Paralegals: $165/hour Lorie A. Klein attests that to the best of her knowledge, information and belief, Fafinski Mark is a disinterested person as defined in 11 U.S.C. Sec. 101(14). The Counsel can be reached through: Lorie A Klein, Esq. David E. Runck, Esq. FAFINSKI, MARK & JOHNSON, P.A. Flagship Corporate Center 775 Prairie Center Drive, Suite 400 Eden Prairie, MN 55344 Tel: (952) 995-9500 Fax: (952) 995-9577 Email: David.Runck@fmjlaw.com Lorie.Klein@fmjlaw.com About Premier Marine, Inc. Premier Marine, Inc., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-32006) on June 19, 2017. Premier Marine is a family owned business formed in 1992 by Robert Menne and Eugene Hallberg. The Menne family controls 72.8% of the company equity. Hallberg controls the remaining 27.2% and is Premier's landlord. For 25 years, Premier Marine has manufactured "Premier" brand pontoon boats -- http://www.pontoons.com/-- in Wyoming, Minnesota. Premier Marine designs, builds and markets luxury pontoons and holds many patents on manufacturing elements such as furniture hinges, J-Clip rail fasteners and the PTX performance package. The family-owned and operated Company sells its pontoons through boat dealers located throughout the United States and Canada. Premier is headquartered in Wyoming, Minn. The need for reorganization in chapter 11 was precipitated by a failed acquisition of another pontoon manufacturer in 2011. The Chapter 11 was filed in response to an eviction action commenced by Hallberg for the nonpayment of rent. The Chapter 11 is necessary to attract a new equity partner, reject the Hallberg leases, consolidate manufacturing under a single roof and reorganize the business for the mutual benefit of the Debtor creditors, employees and dealer network. The bankruptcy petition was signed by Lori J. Melbostad, president. The Debtor estimated assets and liabilities between $10 million and $50 million. The case is assigned to Judge Katherine A. Constantine. The Debtor's counsel are Michael F. McGrath, Esq., and Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey, A Professional Association. Guidesource's Richard Gallagher is the Debtor's financial consultant. PRESCOTT VALLEY: Disclosures OK'd; Sept. 6 Plan Approval Hearing ---------------------------------------------------------------- Judge Madeleine C. Wanslee of the U.S. Bankruptcy Court for the District of Arizona issued an order approving Prescott Valley Events Center, LLC and affiliates’ first amended disclosure statement in support of their first amended chapter 11 plan of reorganization. The Confirmation Hearing will be held on Sept. 6, 2017, at 1:30 p.m. MST. The Amended Plan may be modified, if necessary, prior to, during, or as a result of the Confirmation Hearing in accordance with the terms of the Amended Plan, without further notice to interested parties. The deadline for objecting to the Plan shall be 5:00 p.m. MST 14 days prior to the Confirmation Hearing (August 23, 2017). Any such objection must be in filed in writing. The report of Ballots shall be filed on or before three days prior to the Confirmation Hearing (Sept. 1, 2017). About Prescott Valley Events Center Prescott Valley Events Center, LLC, was formed in 2005 to construct and operate a multi-purpose sports and entertainment arena known as the Prescott Valley Events Center in Prescott Valley, Arizona. The Center opened in 2006 and plays host to concerts, community events, trades shows, and sporting events, including several high school championships. Until 2014, the Center served as the home of the Arizona Sundogs (CHL) ice hockey team. The Center's seating capacity is 6,200 for concerts, 4,810 for hockey, and 5,100 for basketball. The original members of PVEC were Prescott Valley Signature Entertainment, LLC, and Global Entertainment Corporation, which each owned 50 percent of the membership interests in PVEC. PVEC sought Chapter 11 protection in Prescott, Arizona (Bankr. D.Ariz. Case No. 15-10356) on Aug. 14, 2015. The case is assigned to Judge Madeleine C. Wanslee. The Debtor tapped Carolyn J. Johnsen, Esq., and William Novotny, Esq., at Dickinson Wright PLLC, in Phoenix, as counsel. The Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in debt. RED OAK: S&P Hikes 2029 $160MM Series B Bonds' Rating to 'BB-' -------------------------------------------------------------- S&P Global Ratings raised its rating on Red Oak Power LLC's (Red Oak or the project) $160 million senior secured series B bonds due Nov. 30, 2029, to 'BB-' from 'B+'. The outlook is stable. The '1' recovery rating is unchanged, reflecting our expectation for a very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. S&P said, "At the same time, we withdrew our rating on the $224 million senior secured series A bonds due Nov. 30, 2019 ($58.4 million outstanding as of Dec. 31, 2016)." Red Oak is an 830-megawatt (MW) combined-cycle, natural gas-fired power station in Sayreville, N.J. (the plant). It operates within the PJM Interconnection power market. Until 2022, Red Oak will service its debt with cash flow from a power purchase agreement (PPA). From 2022 until the series B bonds' debt maturity in 2029, Red Oak will service debt from the cash flow it earns in PJM's merchant energy and capacity markets. Cogentrix Energy Power Management LLC operates and maintains the plant, which also has a term warranty agreement with Siemens AG (A+/Stable/A-1+) to undertake plant outages and repairs. The plant's sale to Morgan Stanley Infrastructure Partners L.P. was approved by regulators and completed on June 30, 2017. We believe the deal is beneficial to Red Oak's financial profile and that it won't jeopardize any of the project's existing separateness protections, based on these key elements of the transaction: -- The sale resulted in the paydown of the remaining series A bonds ($58.4 million outstanding as of Dec. 31, 2016), leaving only the $160 million series B bonds outstanding, which will amortize gradually through 2029. -- DSCR should improve substantially in the next 12-18 months as a result of the payoff. -- According to the terms of the series B indenture, the project may take on no additional debt, eliminating the risk of releveraging during the life of the senior debt. -- Red Oak Power is being acquired outright by Morgan Stanley, with no modification to its structure. An independent director will still be present, per the LLC agreement, and it will act as an appropriate anti-filing mechanism. This alleviates potential transaction structure issues. Morgan Stanley intends to make these upfront investments so that the project becomes a more stable, cash-flowing asset that produces regular yield. Due to Red Oak's previous aggressive capital structure, Carlyle didn't receive an equity distribution for a few years. S&P said, "The stable outlook reflects our view that the project's operational performance has been consistent, with strong demand for power from the facility driving capacity factors in the mid-80% area. Based on the project's revised capital structure after its sale to Morgan Stanley, we expect that its DSCRs will be above 2.00x during the next 12-18 months, with weaker periods expected as the remaining debt begins to amortize after 2020. "We could raise the rating if the project demonstrates a record of continued stable operational performance with DSCRs, including subordinated expenses improving into the higher end of the 1.20x-1.00x range." A potential trigger for this improved financial performance would be a reduced heat rate at the facility that leads to greater compensation under the PPA. Factors that could lead to a downgrade include lower-than-expected operational performance due to either unscheduled material outages or further degradation of heat rate performance such that forecasted DSCRs fall into the lower end of the 1.20x-1.00x range. RELIANCE INTERMEDIATE: Moody's Hikes CFR to Ba1; Outlook Stable ---------------------------------------------------------------- Moody's Investors Service upgraded Reliance Intermediate Holdings LP's (Reliance) corporate family rating (CFR) to Ba1 from Ba2, probability of default rating to Ba1-PD from Ba2-PD, senior secured notes rating to Ba2 from B1, and changed the ratings outlook to stable. The rating action concludes the review for possible upgrade initiated on March 31, 2017 following Reliance's announcement that it had agreed to be acquired by CKP (Canada) Holdings Ltd. (unrated), a wholly-owned subsidiary of Cheung Kong Property Holdings Ltd. (CKP, A2 stable). "The rating upgrade reflects Moody's view that Reliance's credit profile is materially enhanced by its ownership change to CKP, a strategic investor with a strong credit profile and that the company's credit metrics will show continued improvement over time," says Peter Adu, Moody's AVP. The following rating actions were taken: Ratings Upgraded: Corporate Family Rating, to Ba1 from Ba2 Probability of Default Rating, to Ba1-PD from Ba2-PD US$375M Senior Secured Notes due 2023, to Ba2 (LGD5) from B1(LGD5) Outlook Action: Changed to Stable from Rating Under Review RATINGS RATIONALE Reliance's Ba1 CFR is primarily influenced by its predictable operating cash flow and solid margins supported by its strong position in the Ontario (Canada) duopolistic residential water heater rental market with high entry barriers, a very stable business model with good revenue visibility, and ownership by a strategic investor with a strong credit profile. These positive attributes more than offset Reliance's relatively weak key credit metrics (adjusted Debt/EBITDA of 5.1x, EBITA/Interest of 2.7x and RCF/Net Debt of 14% at LTM Q1/2017) and small scale. Moody's expects modest EBITDA growth to enable Reliance's leverage (adjusted Debt/EBITDA) to decline towards 4.5x by the end of fiscal 2018. Reliance has adequate liquidity. The company's sources of liquidity exceed C$130 million, with no debt maturities in the next year. Reliance's liquidity is supported by cash of C$14 million at Q1/2017 and about C$120 million of availability under its C$350 million revolver due in May 2020. Moody's expects breakeven free cash flow for the next four quarters as CKP is expected to take dividends from Reliance up to but not exceeding cash flow after capital expenditures. Reliance is subject to leverage and coverage covenants under its revolver and Moody's expects cushion to exceed 35% through the next four quarters. Reliance has limited ability to generate liquidity from asset sales as its assets are encumbered. The company has no refinancing risk until March 2019 when C$325 million of secured notes come due. Reliance's notes are rated at Ba2, one notch below the CFR, to reflect their junior position relative to the size of the senior secured debt at its wholly-owned subsidiary, Reliance LP, which ranks ahead of it in the consolidated capital structure. The outlook is stable because Moody's expects the company to grow its top line in the mid-single digits and that modest EBITDA expansion will enable leverage to decline towards 4.5x through December 2018. The stable outlook also considers that Reliance will seek to refinance its C$325 million secured notes due in March 2019 well ahead of the maturity date. The rating could be upgraded to Baa3 if Reliance maintains very good liquidity and Moody's gains confidence that adjusted Debt/EBITDA will be sustained towards 3x (currently 5.1x). The rating could be downgraded to Ba2 if adjusted Debt/EBITDA is sustained above 5.5x. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Reliance Intermediate Holdings LP is a holding company of Reliance LP, which is the leader in residential water heater rentals in Ontario, Canada with about 1.5 million rental units deployed. The company also provides heating, ventilation, and air-conditioning services. Revenue for the twelve months ended March 31, 2017 exceeded C$600 million. Reliance is headquartered in Toronto, Ontario. RENNOVA HEALTH: Closes $4.1 Million Debentures Offering ------------------------------------------------------- Rennova Health, Inc., closed an offering of $4,136,862 aggregate principal amount of Original Issue Discount Debentures due Oct. 17, 2017, and warrants to purchase an aggregate of 2,120,000 shares of common stock for consideration of $2,000,000 in cash and the exchange of $1,902,700 aggregate principal amount of Original Issue Discount Debentures due Sept. 22, 2017, issued by the Company on June 22, 2017. The offering was pursuant to the terms of the previously announced Securities Purchase Agreement, dated as of July 16, 2017, between the Company and certain existing institutional investors of the Company. The Purchase Agreement provides that, for a one-year period after the closing date, the purchasers have the right to participate in any issuance by the Company of common stock or common stock equivalents for cash consideration, indebtedness or a combination of units thereof, with certain exceptions. Also, until the date when the purchasers no longer hold any Debentures, in the event the Company undertakes or enters into an agreement to undertake a Subsequent Financing, a purchaser may elect to exchange all or some of its Debentures (but not including any Warrants) for any securities or units issued in such Subsequent Financing on an $0.80 principal amount of Debenture for $1.00 new subscription amount basis based on the outstanding principal amount of such Debenture (along with any accrued but unpaid interest, liquidated damages and other amounts owing thereon). The Purchase Agreement also provides that the Company will hold a meeting of stockholders at the earliest practicable date to obtain stockholder approval of at least a 1-for-8 reverse split of the common stock. Promptly following receipt of such stockholder approval, the Company will cause the reverse split to occur. If such stockholder approval is not obtained on or before Sept. 20, 2017, it will be an event of default under the Debentures. The Warrants are exercisable into shares of the Company's common stock at any time from and after six months from the closing date at an exercise price of $0.375 per common share (subject to adjustment). The Warrants will terminate five years after they become exercisable. Holders of Warrants are prohibited from exercising such Warrants for common stock if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of common stock then issued and outstanding. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage will not be effective until 61 days after notice to the Company. The Debentures are guaranteed by substantially all of the subsidiaries of the Company pursuant to a Subsidiary Guarantee in favor of the holders of the Debentures by the subsidiary guarantors party thereto. The securities issued under the Purchase Agreement were issued in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder as transactions by an issuer not involving any public offering or Section 3(a)(9) of the Securities Act. About Rennova Health Based in West Palm Beach, Florida, Rennova Health, Inc. (NASDAQ:RNVA) -- http://www.rennovahealth.com/-- provides diagnostics and supportive software solutions to healthcare providers, delivering an efficient, effective patient experience and superior clinical outcomes. Rennova Health reported a net loss attributable to common stockholders of $32.61 million on $5.24 million of net revenues for the year ended Dec. 31, 2016, compared with a net loss attributable to common stockholders of $37.58 million on $18.39 million of net revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Rennova Health had $8.31 million in total assets, $73.64 million in total liabilities and a total stockholders' deficit of $65.33 million. Green & Company, CPAs, in Temple Terrace, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. RESIDENTIAL CAPITAL: Underwriters Must Produce Pre-Oct. 2008 Docs ----------------------------------------------------------------- Plaintiffs Rowena Drennen, individually and as Representative of the Kessler Settlement Class, et al., filed a motion to compel discovery from Defendant Certain Underwriters at Lloyd's of London. In this lawsuit about insurance coverage, Plaintiffs allege that Underwriters have improperly withheld claims handling documents on the basis of the attorney-client and work product privileges. Specifically, Plaintiffs allege that Underwriters used attorneys from a law firm -- Sedgwick, Detert, Moran & Arnold, LLP -- as claims handlers and, therefore, cannot shield from discovery documents that reflect the claims handling activities performed by these Sedgwick attorneys. Underwriters maintain, however, that these documents are privileged because Underwriters retained Sedgwick to provide legal advice on coverage issues under the applicable insurance policies. The parties also dispute the date when litigation became likely for purposes of when any attorney work product privilege would apply. Judge Sean H. Lane of the U. S. Bankruptcy Court for the Southern District of New York grants Plaintiffs' Motion in part and denies it in part. Beginning in 2001, several class actions were filed against Residential Funding Company, LLC, and other parties on behalf of borrowers who had obtained second mortgage loans that were acquired by RFC on the secondary market. Sedgwick sent reports to Underwriters about these actions, which the parties here have referred to as the Kessler class action, the Mitchell class action, and the Related Missouri Actions. These reports include so-called "Bordeaux Reports" and "Direct Reports," which provided information on the second mortgage claims, including the Underlying Actions and other claims. Plaintiffs contend that these reports provided Underwriters with an update on Sedgwick's investigation of the Underlying Actions, and demonstrate that Underwriters had delegated claims handling functions to Sedgwick for the Underlying Actions. Underwriters disagree, maintaining that Sedgwick was providing legal advice and counseling with respect to the second mortgage claims, specifically whether these claims implicated coverage under the Policy. Underwriters here maintain that litigation was anticipated on October 17, 2008, the date of the Mitchell reservation of rights letter. Underwriters contend that it was apparent by this date that Underwriters would not provide coverage for damages awarded on the claims. But Plaintiffs argue that the October 2008 date is too early. Plaintiffs point out that, even after that date, Underwriters continued to request and receive information from RFC and conduct meetings with RFC, make partial defense cost payments in Mitchell, and that the Mitchell ROR itself states that the claims were subject to a "continuing investigation" and requested additional information. Instead, Plaintiffs urge the Court to adopt February 29, 2012, the date that Underwriters denied RFC's demand for payment for the Mitchell compensatory damages judgment. Looking at all the facts and circumstances presented, Judge Lane finds that the anticipated litigation date is Oct. 17, 2008, the date of the Mitchell ROR. This conclusion is confirmed by the context for the issuance of the Mitchell ROR. Shortly before the Mitchell ROR -- in September 2008 -- a judgment of approximately $99 million was entered against RFC in the Mitchell claim. Given the factual record here, therefore, the Court concludes that Underwriters has established by specific competent proof that the anticipated date of litigation was Oct. 17, 2008. Plaintiffs also contend that reserve information here is relevant to Underwriters' knowledge of the underlying claims and its coverage position, the reasonableness of the underlying settlement, and Underwriters' alleged bad faith conduct and delay in adjusting the claims. In contrast, Underwriters argue that reserve information is not relevant here and is nonetheless protected by the attorney-client and work product privileges. Underwriters note that Plaintiffs do not assert a bad faith claim here. As to relevancy to their defenses, Underwriters asserts that there has been no allegation of ambiguity or suggestion that it would be necessary for the Court to review extraneous evidence like this reserve information to interpret the Policy. The Court finds that Plaintiffs have not established that the reserve information here is relevant. Moreover, the Court rejects Plaintiffs' contention that reserve information is relevant to their claims for coverage, particularly regarding fees-related exclusions. Plaintiffs argue that under the doctrine contra proferentum, the claims files, including reserve information, are crucial to resolving any ambiguities in the policy language since Sedgwick helped draft the Policy. But Plaintiffs have not pointed to any specific policy language that they claim is ambiguous or any evidence of ambiguity. While the relevance standard is a liberal one, "it is not so liberal as to allow a party 'to roam in shadow zones of relevancy and to explore matter which does not presently appear germane on the theory that it might conceivably become so.' Accordingly, the Court denies Plaintiffs' request for reserve information. Consistent with the foregoing, Judge Lane grants Plaintiffs' Motion in part and denies it in part. Accordingly, Underwriters shall produce without redactions, those documents withheld on the basis of work product privilege that are dated prior to Oct. 17, 2008, and shall review all documents consistent with this ruling to determine whether any additional information should be produced. The bankruptcy case is In re: RESIDENTIAL CAPITAL, LLC, Chapter 11, Debtors. ROWENA DRENNEN, individually and as Representative of the KESSLER SETTLEMENT CLASS, et al., Plaintiffs, v. CERTAIN UNDERWRITERS AT LLOYD'S OF LONDON, et al., Defendants, Case No. 12-12020 (MG) (Bankr. S.D. N.Y.). The adversary proceeding is RESIDENTIAL CAPITAL, LLC, Chapter 11, Debtors. ROWENA DRENNEN, individually and as Representative of the KESSLER SETTLEMENT CLASS, et al., Plaintiffs, v. CERTAIN UNDERWRITERS AT LLOYD'S OF LONDON, et al., Defendants, Adv. No. 15-01025 (SHL) ((Bankr. S.D. N.Y.). A full-text copy of Judge Lane's Memorandum of Decision is available at https://is.gd/LDR9OS from Leagle.com. ROWENA DRENNEN, Plaintiff, represented by Ronald Bruce Carlson -- bcarlson@carlsonlynch.com -- Carlson Lynch Sweet & Kilpela, LLP, Garrett M. Hodes, -- ghodes@wbsvlaw.com -- Walters, Bender, Strohbehn & Vaughan, P.C., Edwin J. Kilpela, Jr. – ekilpela@carlsonlynch.com -- Carlson Lynch Sweet & Kilpela, LLP, Gary F. Lynch – glynch@carlsonlynch.com -- Carlson Lynch Sweet Kilpela & Carpenter, LLP, Karen W. Renwick -- krenwick@wbsvlaw.com -- Walters Bender Strohbehn & Vaughan, P.C., Michael B. Sichter -- msichter@wbsvlaw.com -- Walters Bender Strohbehn & Vaugha, P.C., David M. Skeens -- dskeens@wbsvlaw.com -- Walters Bender Strohbehn & Vaughan, PC & Roy Frederick Walters -- fwalters@wbsvlaw.com -- Walters Bender Strohbehn & Vaughan, P.C.. CHRISTIE TURNER, Plaintiff, represented by Daniel J. Flanigan – dflanigan@polsinelli.com -- Polsinelli. RESCAP LIQUIDATING TRUST, Plaintiff, represented by Vivek Chopra – Vchopra@perkinscoie.com -- Perkins Coie LLP, Alexis E. Danneman – Adanneman@perkinscoie.com -- Perkins Coie LLP & Selena J. Linde – Slinde@perkinscoie.com -- Perkins Coie LLP. CERTAIN UNDERWRITERS AT LLOYD'S OF LONDON, Defendant, represented by Susan N.K. Gummow -- sgummow@fgppr.com -- Foran Glennon Palandech Ponzi & Rudloff, Timothy Donald Kevane -- timothy.kevane@sedgwicklaw.com -- Sedgwick LLP, Soo Yeon Kim -- soo.kim@sedgwicklaw.com -- Sedgwick LLP, Lawrence J. Klein -- Lawrence.klein@sedgwicklawcom. -- Sedgwick LLP & Gregory Lahr, Sedgwick LLP. TWIN CITY FIRE INSURANCE COMPANY, Defendant, represented by Cara Tseng Duffield -- cduffield@wileyrein.com -- Wiley Rein LLP & Daniel J. Standish -- dstandish@wileyrein.com -- Wiley Rein LLP. CONTINENTAL CASUALTY COMPANY, Defendant, represented by Patrick M. Kennell -- pkennell@kdvlaw.com -- Kaufman Dolowich & Voluck, LLP & Kevin M. Mattessich – kmattessich@kdvlaw.com -- Kaufman Dolowich & Voluck, LLP. CLARENDON NATIONAL INSURANCE COMPANY, Defendant, represented by John W. Duchelle -- john.duchelle@troutmansanders.com -- Troutman Sanders LLP, Thomas Hay – thomas.hay@troutmansanders.com -- Troutman Sanders LLP, Gabriela Richeimer, Troutman Sanders LLP & Gabriela Richeimer -- gabriela.richeimer@troutmansanders.com -- Troutman Sanders LLP. SWISS RE INTERNATIONAL SE, Defendant, represented by Samuel G. Mann -- smann@cahill.com -- Cahill Gordon & Reindel LLP, Suzanne Marinkovich – smarinkovich@cahill.com -- Cahill Gordon & Reindel LLP, Thorn Rosenthal – trosenthal@cahill.com -- Cahill Gordon & Reindel LLP & Ben Schatz – bschatz@cahill.com -- Cahill Gordon & Reindel LLP. ACE BERMUDA INSURANCE LTD., Defendant, represented by Paul R. Koepff -- paul.koepff@clydeco.us -- Clyde & Co & Tancred V. Schiavoni -- tschiavoni@omm.com -- O'Melveny & Myers LLP. XL INSURANCE (BERMUDA) LTD., Defendant, represented by Michael Chester -- mchester@skarzynski.com -- Skarzynski Black LLC & James T. Sandnes -- jsandnes@skarzynski.com -- Skarzynski Black LLC. AMERICAN INTERNATIONAL REINSURANCE COMPANY, Defendant, represented by Maryann Taylor -- MTaylor@damato-lynch.com -- Damato-Lynch LLP. CHUBB ATLANTIC INDEMNITY LTD., Defendant, represented by Jonathan A. Constine -- jonathan.constine@troutmansanders.com -- Troutman Sanders LLP & Lee William Stremba – lee.stremba@ troutmansanders.com -- Troutman Sanders LLP. STEADFAST INSURANCE COMPANY, Defendant, represented by Sharon F. McKee -- smckee@hangley.com -- Hangley Aronchick Segal Pudlin & Schille, Sharon F. McKee, Hangley Aronchick Segal Pudlin & Schiller, Jacqueline R. Robinson – jrobinson@hangley.com -- Hangley Aronchick Segal Pudlin & Schiller & Ronald P. Schiller – rschiller@hangley.com -- Hangley Aronchick Segal Pudlin & Schiller. ST. PAUL MERCURY INSURANCE COMPANY, Defendant, represented by Paul T. Curley -- pcurley@kbrlaw.com -- Kaufman Borgeest & Ryan, LLP, Matthew E. Mawby – mmawby@kbrlaw.com -- Kaufman Borgeest & Ryan LLP, Scott A. Schechter – sschecter@kbrlaw.com -- Kaufman Borgeest & Ryan, LLP & Patrick Stoltz – pstoltz@kbrlaw.com -- Kaufman Borgeest & Ryan, LLP. NORTH AMERICAN SPECIALTY INSURANCE COMPANY, Defendant, represented by Stewart D. Aaron -- stewart.aaron@apks.com -- Arnold & Porter, LLP & Anthony D. Boccanfuso – Anthony.boccanfuso@apks.com -- Arnold & Porter Kaye Scholer LLP. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.7 billion in assets and $15.3 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. * * * The ResCap Liquidating Trust was established in December 2013 under the Second Amended Joint Chapter 11 Plan of Residential Capital, LLC, et al., to liquidate and distribute assets of the debtors in the ResCap bankruptcy case. The Trust maintains a website at www.rescapliquidatingtrust.com, which Unitholders are urged to consult, where Unitholders may obtain information concerning the Trust, including current developments. REVLON CONSUMER: Moody's Cuts CFR to B2; Outlook Stable ------------------------------------------------------- Moody's Investors Service downgraded Revlon Consumer Products Corporation's Corporate Family Rating ("CFR") to B2 from B1, and its Probability of Default Rating (PDR) to B2-PD from B1-PD. At the same time, Moody's downgraded Revlon's senior secured credit facilities to B1 from Ba3 and senior unsecured notes to Caa1 from B3. Moody's also downgraded the company's Speculative Grade Liquidity rating to SGL-2 from SGL-1. The rating outlook is stable. The downgrades reflect Moody's expectation that Revlon's financial leverage will remain very high over the next year. For the twelve months ending March 31, 2017 debt to EBITDA was very high at 7.6x. Moody's expects leverage reduction to be hampered by low organic earnings growth over the next year. Revlon's operations are not fully stabilized and face challenges that could affect sales and raise the cost and time to implement some more complex cost synergies. In addition, Moody's recognizes the company's high execution risks related to Revlon's aggressive plan to extract over $140 million of cost synergies. The company is in the midst of restructuring its operations to restore growth and improve its operating performance. The following ratings were downgraded: Revlon Consumer Products Corporation: Corporate Family Rating to B2 from B1; Probability of Default Rating to B2-PD from B1-PD; Senior secured bank term loan to B1 (LGD 3) from Ba3 (LGD 3); Senior unsecured global notes to Caa1 (LGD 5) from B3 (LGD 5). Speculative Grade Liquidity Rating to SGL-2 from SGL-1. The outlook is stable. Revlon Escrow Corporation: Senior unsecured global notes to Caa1 from B3. RATINGS RATIONALE Revlon's B2 CFR reflects its very high financial leverage of about 7.6x and Moody's belief that leverage will remain above 6.5x over the next year. This very high leverage is in part due to earnings and cash flow weakness reflecting lackluster demand for the company's domestic consumer and professional products. In addition, Moody's recognizes the company's high exposure to acquisition event risk related to the controlling stake held by the Ron Perelman-owned investment firm MacAndrews and Forbes. The rating is supported Revlon's strong global brand name recognition. The integration of Elizabeth Arden (which Revlon acquired in 2016) remains on track and cost synergies are in line with Moody's expectations. The stable outlook reflects Moody's belief that financial leverage will remain very high over the next year. That said Moody's believes that Revlon will delever over time through a combination of debt repayment and EBITDA growth. The outlook also reflects the rating agency's belief that Revlon will be able to stabilize its operations and generate low to mid-single digit organic revenue growth. Revlon's ratings could be downgraded if the company fails to stabilize revenues and earnings, and generate good positive free cash flow. Earnings could also be downgraded should liquidity weaken or if the company is unable to bring debt to EBITDA to below 7.0 times. Revlon's ratings could be upgraded if the company improves its operating performance, and sustains EBIT margins above 10%. Additionally, debt/EBITDA would need to be sustained below 5.0 times, and liquidity remain strong before Moody's would consider an upgrade. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Revlon, headquartered in New York, NY is a worldwide skin care, cosmetics, hair color, hair care, men's grooming products, beauty tools, fragrance, and personal care products company. The company is a wholly-owned subsidiary of publicly-traded Revlon, Inc., which is majority-owned by MacAndrews & Forbes (M&F). M&F is wholly-owned by Ronald O. Perelman. Revlon generates annual revenues of nearly $3.0 billion. RICEBRAN TECHNOLOGIES: Redeems $6.6 Million Debentures ------------------------------------------------------ RiceBran Technologies filed on July 17, 2017, a Current Report on Form 8-K with the Securities and Exchange Commission reporting the completion of the sale of the assets of its wholly-owned subsidiary, Healthy Natural, Inc., pursuant to the terms of the Asset Purchase Agreement dated as of July 14, 2017, and entered into by and among the Company, HN and United Laboratories Manufacturing, LLC. The Company filed an amendment to the Initial Form 8-K to provide the required pro forma financial information that was not filed with the Initial Form 8-K. RiceBran's pro forma condensed consolidated statements of operations (unaudited) for the three months ended March 31, 2017, showed a net loss attributable to common shareholders of $3.45 million on $7.01 million of revenues. A full-text copy of the Unaudited Pro Forma Financial Statements is available for free at: https://is.gd/1LO6eu As previously disclosed on Feb. 15, 2017, in the Company's Current Report on Form 8-K, the Company entered into a securities purchase agreement on Feb. 9, 2017, with certain accredited investors, pursuant to which the Company sold and issued an aggregate principal amount of $6,600,000 of original issue discount senior secured debentures and warrants to purchase an aggregate of 6,875,000 shares of common stock. Pursuant to the terms of the Debentures, the holders of Debentures had the right to require the Company to redeem their Debentures for a price equal to the principal amount of the Debentures in connection with the completion of the Asset Sale. On July 14, 2017, all of the holders of the Debentures elected to require the Company to redeem the Debentures. In accordance with that election, the Company redeemed all the outstanding Debentures on July 14, 2017, following completion of the Asset Sale by paying to the holders of the Debentures a total of $6,600,000. In addition, on July 14, 2017, the Company used $5,963,149 of the proceeds from the Asset Sale to pay all outstanding principal and accrued interest on its subordinated promissory notes. About RiceBran Scottsdale, Ariz.-based RiceBran Technologies, a California corporation -- http://www.ricebrantech.com-- is a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. RiceBran Technologies has proprietary and patented intellectual property that allows it to convert rice bran, one of the world's most underutilized food sources, into a number of highly nutritious food and feed ingredient products. Its global target markets are food and feed manufacturers and retailers, as well as specialty food, functional food and nutritional supplement manufacturers and retailers. RiceBran incurred a net loss attributable to common shareholders of $9.10 million for the full year 2016 compared to a loss attributable to common shareholders of $8.3 million in 2015. As of March 31, 2017, Ricebran had $32.46 million in total assets, $24.61 million in total liabilities and $7.85 million in total equity attributable to Ricebran shareholders. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations resulting in an accumulated deficit of $260 million at Dec. 31, 2016. This factor among other things, raises substantial doubt about its ability to continue as a going concern. RO & SONS: Unsecured Creditors to be Paid 100% in 72 Mos. at 3% --------------------------------------------------------------- General unsecured creditors of Ro & Sons, Inc., will be paid in full under the company's proposed plan to exit Chapter 11 protection. Under the restructuring plan, creditors holding Class 7 general unsecured claims will receive full payment of their allowed claims, with 3% interest in 72 months. Payments under the plan will be funded by the cash flow from Ro & Sons' operation of its motel located at 9017 San Dario Avenue, Laredo, Texas, according to the company's disclosure statement filed with the U.S. Bankruptcy Court for the Southern District of Texas. A copy of the disclosure statement is available for free at https://is.gd/EurVey About Ro & Sons Inc. Ro & Sons, Inc., d/b/a Motel 9, owns two motel properties in Laredo, Texas. The Debtor filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 16-50241), on Dec. 6, 2016. The petition was signed by Pablo E. Rodriguez, president. At the time of filing, the Debtor had total assets of $4.04 million and total liabilities in the amount of $1.57 million. The case is assigned to Judge Eduardo V Rodriguez. The Debtor is represented by Carl Michael Barto, Esq. at the Law Offices of Carl M. Barto. ROSENBAUM FARM: Case Summary & Largest Unsecured Creditors ---------------------------------------------------------- Affiliated debtors that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Rosenbaum Farm, LLC 17-70962 PO Box 411 Glade Spring, VA 24340 Rosenbaum Feeder Cattle, LLC 17-70963 PO Box 411 Glade Spring, VA 24340 Type of Business: The Debtors own a hog feedlot facility at 36000 Allison Lane, Glade Spring, VA. Chapter 11 Petition Date: July 20, 2017 Court: United States Bankruptcy Court Western District of Virginia (Roanoke) Judge: Hon. Paul M. Black Debtors' Counsel: John M. Lamie, Esq. BROWNING LAMIE & GIFFORD P.O. Box 519 Abingdon, VA 24212-0519 Tel: (276) 628-6165 Email: jlamie@blglaw.us - and - Adam M. Back, Esq. STOLL KEENON OGDEN PLLC 500 West Jefferson Street 2000 PNC Plaza Louisville, KY 40202-2828 Estimated Estimated Assets Liabilities --------- ----------- Rosenbaum Farm, LLC $1M-$10M $1M-$10M Rosenbaum Feeder Cattle, LLC $1M-$10m $1M-$10M The petitions were signed by William Todd Rosenbaum, secretary/treasurer. Rosenbaum Feeder Cattle's list of 13 unsecured creditors is available for free at http://bankrupt.com/misc/vawb17-70963.pdf RUE21 INC: Prepetition Term Loan Secured Claimants to Get Up to 54% ------------------------------------------------------------------- rue21, Inc., and its debtor-affiliates filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a first amended disclosure statement dated July 12, 2017, referring to the Debtors' first amended joint plan of reorganization. Under the Plan, Class 4 Prepetition Term Loan Secured Claims -- estimated at between $164.2 million and $247.9 million -- are impaired. Expected recovery for the holders is 36% to 54%. The Prepetition Term Loan Secured Claims are allowed in the aggregate principal amount of not less than $249.70 million, plus any accrued but unpaid interest thereon payable as of the Petition Date at the applicable interest rate and any accrued but unpaid fees and expenses payable in accordance with the Prepetition Term Loan Documents. The Prepetition Term Loan Secured Claims will not be subject to avoidance, subordination, setoff, deduction, objection, challenge, recharacterization, surcharge under 506(c) of the Bankruptcy Code or any other claim or defense. In full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Prepetition Term Loan Secured Claim, each holder that votes in favor of the Plan will be entitled to either a pro rata share of 63% of the New Equity, in the form of Class A Shares, subject to the Term Loan Adjustment and dilution for any New Equity issued under a Management Equity Incentive Plan; provided, however, that any contingent claims for indemnification arising from the Prepetition Term Loan Documents will be released and discharged solely to the extent that: (i) the challenge deadline has passed without the timely and proper commencement of a challenge; (ii) a final court order is entered, denying a challenge; or (iii) the receipt by the Prepetition Term Loan Parties of a binding agreement in writing (in a form satisfactory to the Prepetition Term Loan Agent) stating that (A) the Committee and its counsel have completed their review of the Prepetition Term Loan Documents, the Prepetition Term Loan Obligations and the Prepetition Liens granted to the Prepetition Term Loan Agent, (B) the Committee will not initiate or commence a challenge with respect thereto, and (C) as between the Committee and each Prepetition Term Loan Party, the challenge deadline is deemed to have occurred. All cash necessary for the Reorganized Debtors to make payments required pursuant to the Plan will be funded with proceeds from the DIP Facilities and cash on hand as of the Effective Date and proceeds, if any, from the reserved avoidance actions. Additionally, on or after the Effective Date, the Debtors may draw available proceeds under the Exit ABL Credit Facility. The Debtors will rely on the cash proceeds of the Exit ABL Credit Facility and Cash on hand to fund other payments required on or after the Effective Date. In making cash payments, the Debtors and the Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Reorganized Debtors to satisfy their obligations under the Plan. Any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors' historical intercompany account settlement practices and will not violate the terms of the Plan. Upon the Effective Date, all equity interests of Rhodes Holdco, Inc., will be cancelled and the New Equity will be issued as set forth under the Plan. The New Equity will be freely tradable and eligible for the book-entry, delivery, depository and settlement services of DTC. On the Effective Date, the Reorganized Debtors shall issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Plan. On the Effective Date, holders of New Equity will be parties to certain New Organizational Documents, which will be subject to the RSA Definitive Document Requirements. On the Effective Date, the Reorganized Debtors and the holders of New Equity will enter into and deliver the New Organizational Documents to each entity that is intended to be a party thereto and New Organizational Documents shall be deemed to be valid, binding, and enforceable in accordance with their terms, and each holder of New Equity will be bound thereby, in each case, without the need for execution by any party thereto other than the Reorganized Debtors. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/pawb17-22045-697.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. 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. RYCKMAN CREEK: WIC Blocks Approval of 4th Amended Plan Disclosures ------------------------------------------------------------------ William Insulation Company objects to Ryckman Creek Resources, LLC, and affiliates' fourth amended disclosure statement with respect to their third amended joint Chapter 11 plan of reorganization filed on May 25, 2017. WIC complains that the Disclosure Statement does not comply with section 1125 of the Bankruptcy Code since it does not provide the creditors with sufficient financial information to evaluate the financial feasibility of the plan. No details of this "Exit Facility" are provided, except that it will be in the amount of $113 million and its terms "shall be set forth in the Plan Supplement." However, the "Plan Supplement" is not part of the Disclosure Statement, and is not going to be provided until "at least seven days prior to the Voting Deadline or such later date as may be approved by the Bankruptcy Court without further notice." WIC contends that this Plan Supplement information needs to be provided in the Disclosure Statement in order to satisfy the "hypothetical reasonable investor" test. Without such information as the Exit Facility's interest rates, maturity of the debt, etc., feasibility cannot be evaluated. In addition, the Plan impermissibly groups all the Statutory Lien Claims in the same subclass when there are significant differences between the individual lien claimants' litigation positions. The Disclosure Statement should provide more information as to why the similarities of the lien claims merit treating them in a single subclass. Based on the said reasons, WIC requests that the Court deny confirmation of the Fourth Amended Disclosure Statement. The Troubled Company Reporter previously reported that the latest plan contemplates the reorganization of Ryckman and its affiliates through either the sale of all of the common equity in the reorganized companies to the winning bidder; or a standalone reorganization. Following consummation of the plan, the companies' balance sheet will be deleveraged by more than $285 million. At emergence, the companies anticipate that they will have liquidity of approximately $47 million from a combination of cash on hand and availability under the exit facility. A copy of the fourth amended disclosure statement is available for free at: https://is.gd/ZMMkeN Counsel for William Insulation Company: David P. Primack, Esq. (No. 4449) MCELROY, DEUTSCH, MULVANEY & CARPENTER, LLP 300 Delaware Avenue, Suite 770 Wilmington, DE 19801 Telephone: (302) 300-4512 Facsimile: (302) 645-4031 dprimack@mdmc-law.com About Ryckman Creek Resources Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC, is engaged in the acquisition, development, marketing, and operation of a Natural gas storage facility known as the Ryckman Creek Facility. The Ryckman Creek Facility is a depleted crude oil and natural gas reservoir located in Uinta County, Wyoming. The company began development of the reservoir into a natural gas storage facility in 2011. The Ryckman Creek Facility began commercial operations in late 2012 and received injections of customer gas and gas purchased by the company. The company and its affiliated debtors have approximately 35 employees. Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC, Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10292) on Feb. 2, 2016. The petitions were signed by Robert Foss as chief executive officer. Kevin J. Carey has been assigned the case. The Debtors hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as management provider, Evercore Group LLC as investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. On April 11, 2016, Ryckman Creek Resources disclosed total assets of more than $205 million and total debt of more than $391.2 million. On Feb. 12, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Attorneys for the committee are Greenberg Traurig, LLP's Dennis A. Meloro, Esq., David B. Kurzweil, Esq., and Shari L. Heyen, Esq. The committee retained Alvarez & Marsal, LLC, as financial advisor. S&S HOLDING: Hires Exit Premier Real Estate as Broker ----------------------------------------------------- S&S Holding Company LLC seeks approval from the US Bankruptcy Court for the District of Massachusetts, Central Division, to employ Mark Maraglia and Exit Premier Real Estate as real estate broker with regard to the sale of four properties located at: 4 Bartlett Terrace, Brockton, MA 02301; 446-448 Main Street, Brockton, MA; 14 Oakland Place, Brockton, MA; and 14 Concetta Way, Franklin, MA. In the event of a sale of real estate, the commission to be charged by and paid to Mark Maraglia and Exit Premier Real Estate would be 5% of the gross sale price of the real estate, for the three Brockton properties and 6% for the Franklin property subject to review and approval of the United States Bankruptcy Court. This commission shall be payable only upon the closing of the real estate transaction. Mark Maraglia attest that neither he nor any member of his firm holds or represents any interest adverse to the Debtor's estate; nor has any connection with the Debtor, any creditor, or other party in interest, their respective attorneys and accountants. The Firm can be reached through: Mark A. Maraglia EXIT PREMIER REAL ESTATE 85 Wilmington Road Burlington, MA 01803 Tel: (508) 272-8761 Email: markm@exitpremier.com About S&S Holding Headquartered in Franklin, Massachusetts, S&S Holding Company LLC is a single location business engaged in real property leasing. On March 22, 2017, S&S filed its first Chapter 7 case (Bankr. D. Mass. Case No. 17-40504). It again filed a Chapter 7 petition on June 21, 2017 (Bankr. D. Mass. Case No. 17-41145), which case had been dismissed by the court. S&S sought Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-41199) on June 29, 2017, estimating assets and liabilities at between $1 million and $10 million. The petition was signed by James McNeil, manager. Judge Elizabeth D. Katz presides over the Chapter 11 case. Ann Brennan, Esq., at Ann Brennan Law Offices, serves as the Debtor's bankruptcy counsel. SAILING EMPORIUM: Must Make Adequate Protection Payment for April ----------------------------------------------------------------- The Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland has ordered The Sailing Emporium, Inc., to make an adequate protection payment for April 2017 in the amount of $7,500 to The People's Bank within seven days. As reported by the Troubled Company Reporter on July 7, 2017, the Peoples Lender, a secured creditor of the Debtor pursuant to certain written agreements documents and instruments executed in connection with the indebtedness owed to Lender as of the Petition Date, asked the Court to prohibit the unauthorized use of its cash collateral by the Debtor. The Debtor opposes the Motion. The Debtor is ordered to deliver to the bank for deposit into an escrow account to be held and maintained by the bank the amount of $7,500 per month for each month after April 2017 in which there was a sufficient surplus and escrow will be without prejudice to the parties' rights and may not be accessed by any party without further court order. Within 21 days, the Debtor's principal, William Arthur Willis, must provide an accounting of any payments made since the petition date from funds of the debtor that had a direct or indirect benefit on either Mr. Willis or Mr. Willis' spouse, Mary Sue Willis. The accounting must include: (1) the date of the payment; (2) the amount of the payment; (3) the payee; (4) the type of payment; and (5) the purpose of the payment. Within 7 days, Mr. and Mrs. Willis must disclose any unidentified bank accounts that are in their name or within their control, or into which they have deposited any funds, since the petition date. A copy of the court order is available at: http://bankrupt.com/misc/mdb16-24498-158.pdf About The Sailing Emporium The Sailing Emporium, Inc., owns and operates a full service marina located on the picturesque Eastern Shore of Maryland on eight acres on Rock Hall Harbor in Rock Hall, Maryland. Services include boat sales, boat repair and restoration, electronics sales and service and sailboat charters. The Property also includes a marine store and nautical gift shop. The Property has 155 deep water slips and 20 transient slips, and the landscaped grounds and other amenities have made this marina a point of interest in Rock Hall. The Sailing Emporium, Inc., filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-24498) on Nov. 1, 2016. The petition was signed by William Arthur Willis, president. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The case is assigned to Judge Thomas J. Catliota. The Debtor's counsel is Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC. The Debtor has employed Andrew Cantor and Marcus & Millichap Real Estate Investment Services as broker, and tapped Gary T. Mott & Associates, CPA, P.A., as accountant. SEACOR HOLDINGS: Moody's Withdraws B3 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service has withdrawn the ratings of SEACOR Holdings Inc. (SEACOR), including the company's B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating (PDR), Caa1 (LGD4) senior unsecured notes rating, and (P)Caa1 shelf rating. Moody's has withdrawn the ratings for its own business reasons. SEACOR Holdings, Inc., headquartered in Fort Lauderdale, Florida, is a diversified holding company with interests in domestic and international transportation and logistics, and risk management consultancy. SEARS CANADA: Liquidation Sales in Closing Stores Ongoing --------------------------------------------------------- Sears Canada Inc. announced that a joint venture group formed among Hilco Global (through its Canadian division, Merchant Retail Solutions, ULC), Gordon Brothers, Tiger Capital Group and Great American Group, began operating liquidation sales, Friday, July 21, 2017, at the stores previously announced by the retailer as closing. This announcement comes after Sears Canada obtained an Order from the Ontario Superior Court of Justice on Tuesday July 18, 2017, to liquidate 54 Stores (20 full-line, 15 Sears Home, 10 Outlet, and 9 Hometown locations). Beginning July 21, customers can take advantage of fantastic savings of up to 50% off during the store liquidation event sales. Great deals will be available on all merchandise including brand name men's and women's apparel, children's wear, footwear, bed and bath, home decor, fitness and recreation, toys, furniture, mattresses, major appliances, hardware, luggage and more. Sears Canada full-line stores, Sears Home stores and Sears Outlet stores participating will immediately begin to feature DEEP DISCOUNTS from 20% to 50% off of a variety of products from Sears own brands, including Kenmore, in addition to well-known national and designer brands. A spokesperson for the JV group managing the sale process, Gary Epstein said, "We encourage consumers to shop early to take advantage of the best selection of products and great savings available throughout the stores while supplies last." The JV Group also indicated that select fixtures, furnishings and equipment in the closing stores will also be for sale. He also indicated that Sears Canada gift cards will be honoured throughout the sale. The JV group, which has been appointed to operate the store liquidation process, has significant experience in Canada having operated several recent events for other retailers in Canada including Target Stores, Express, and BCBG. A list of the Closing Stores is available at https://is.gd/dbv4nY Additional Information: Sears Canada and certain of its subsidiaries were granted an Initial Order and protection under the CCAA on June 22, 2017. Copies of the Company's motion materials and other court documents are available on the Monitor's website: http://cfcanada.fticonsulting.com/searscanada.Information regarding the CCAA process may also be obtained by calling the Monitor's hotline at 416-649-8113 or 1-855-649-8113 (toll free), or by email at searscanada@fticonsulting.com. Sears Canada will continue to provide updates regarding its restructuring as developments warrant. About Sears Canada Sears Canada Inc. is an independent Canadian digital and store-based retailer and technology company whose head office is based in Toronto. Sears Canada's unique brand format offers premium quality Sears Label products, designed and sourced by Sears Canada, and of-the-moment fashion and home decor from designer labels in The Cut @Sears. Sears Canada also has a top ranked appliance and mattress business in Canada. Sears Canada is undergoing a reinvention, including new customer experiences at every touchpoint, a new e-commerce platform, new store concepts, and a new set of customer service principles designed to deliver WOW experiences to customers. Information can be found at sears.ca/reinvention. Sears Canada operates as a separate entity from its U.S.-based co-founder, now known as Sears Holdings Corporation, based in Illinois. The Company's balance sheet as of April 29, 2017, showed total assets of C$1.187 billion against total liabilities of C$1.107 billion. Amid mounting losses and liquidity constraints Sears Canada and certain of its subsidiaries on June 22, 2017, applied to the Ontario Superior Court of Justice (Commercial List) for protection under the Companies' Creditors Arrangement Act ("CCAA"), in order to continue to restructure its business. Sears Canada and its subsidiaries on June 22, 2017, were granted an order (the "Initial Order") under the Companies' Creditors Arrangement Act (the "CCAA"). Pursuant to the Initial Order, FTI Consulting has been appointed Monitor. Sears Canada and certain of its subsidiaries have obtained orders from the Ontario Superior Court of Justice (Commercial List) extending the stay period provided by the Initial Order to Oct. 4, 2017, under the Companies' Creditors Arrangement Act. The Company has engaged BMO Capital Markets, as financial advisor, and Osler, Hoskin & Harcourt LLP, as legal advisor. The Board of Directors and the Special Committee of the Board of Directors of the Company has retained Bennett Jones LLP, as legal advisor. FTI Consulting is the Court-appointed monitor. The Monitor tapped Norton Rose Fulbright Canada LLP as counsel. SEARS CANADA: Stock Removed From NASDAQ Listing ----------------------------------------------- The NASDAQ Stock Market LLC notified the Securities and Exchange Commission regarding the removal from listing or registration of Sears Canada Inc.'s common stock on the Exchange under Section 12(b) of the Securities Exchange Act of 1934. About Sears Canada Sears Canada Inc. is an independent Canadian digital and store-based retailer and technology company whose head office is based in Toronto. Sears Canada's unique brand format offers premium quality Sears Label products, designed and sourced by Sears Canada, and of-the-moment fashion and home decor from designer labels in The Cut @Sears. Sears Canada also has a top ranked appliance and mattress business in Canada. Sears Canada is undergoing a reinvention, including new customer experiences at every touchpoint, a new e-commerce platform, new store concepts, and a new set of customer service principles designed to deliver WOW experiences to customers. Information can be found at sears.ca/reinvention. Sears Canada operates as a separate entity from its U.S.-based co-founder, now known as Sears Holdings Corporation, based in Illinois. The Company's balance sheet as of April 29, 2017, showed total assets of C$1.187 billion against total liabilities of C$1.107 billion. Amid mounting losses and liquidity constraints Sears Canada and certain of its subsidiaries on June 22, 2017, applied to the Ontario Superior Court of Justice (Commercial List) for protection under the Companies' Creditors Arrangement Act ("CCAA"), in order to continue to restructure its business. Sears Canada and its subsidiaries on June 22, 2017, were granted an order (the "Initial Order") under the Companies' Creditors Arrangement Act (the "CCAA"). Pursuant to the Initial Order, FTI Consulting has been appointed Monitor. Sears Canada and certain of its subsidiaries have obtained orders from the Ontario Superior Court of Justice (Commercial List) extending the stay period provided by the Initial Order to Oct. 4, 2017, under the Companies' Creditors Arrangement Act. The Company has engaged BMO Capital Markets, as financial advisor, and Osler, Hoskin & Harcourt LLP, as legal advisor. The Board of Directors and the Special Committee of the Board of Directors of the Company has retained Bennett Jones LLP, as legal advisor. FTI Consulting is the Court-appointed monitor. The Monitor tapped Norton Rose Fulbright Canada LLP as counsel. SEATEQ CORPORATION: Case Summary & 17 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Seateq Corporation 1 Avenue of the Palms #311 San Francisco, CA 94130 Case No.: 17-30697 Type of Business: Founded in 1998, Seateq's line of business includes the wholesale distribution of transportation equipment and supplies. Web site: http://www.seateq.com Chapter 11 Petition Date: July 20, 2017 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Hannah L. Blumenstiel Debtor's Counsel: Matthew D. Metzger, Esq. BELVEDERE LEGAL, PC 1777 Borel Pl. #314 San Mateo, CA 94402 Tel: (415)513-5980 E-mail: belvederelegalecf@gmail.com info@belvederelegal.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bjorn Ervell, chief executive officer. The Debtor's list of 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb17-30697.pdf SEMCRUDE L.P.: 3rd Cir. Affirms Ruling in Oil Producers' Case ------------------------------------------------------------- William A. Wood III, Esq., Jason G. Cohen, Esq., and Shannon Wolf, Esq., of Bracewell on July 21, 2017, disclosed that close to ten years have passed since the filing of the chapter 11 cases of Tulsa, Oklahoma-based SemCrude L.P., but last week, the Third Circuit Court of Appeals affirmed a 2015 district court ruling that resolved a dispute between oil producers and downstream purchasers over the perfection and priority of interests in oil sold by SemCrude L.P. and its affiliates. The Third Circuit's holding in In re SemCrude L.P., --- F.3d ---, 2017 WL 3045889 (3d Cir. July 19, 2017), affirmed the earlier bankruptcy and district court rulings that the downstream purchasers took oil purchased from SemGroup, free and clear of the oil producers' liens because the purchasers were "buyers for value." The Third Circuit's decision serves as a stark warning for oil producers to not rely on automatic perfection provisions of state law and take efforts to put subsequent purchasers on actual notice. SemGroup filed for chapter 11 in 2008. SemGroup and its subsidiaries provided midstream oil services whereby SemGroup purchased oil from oil producers and resold that oil to downstream purchasers. SemGroup also traded oil futures with two of its downstream purchasers in a trading strategy that ultimately led to SemGroup's insolvency. The downstream purchase agreements provided, in relevant part, that in the case of default, the downstream purchasers could offset the amounts owed to SemGroup by the amount that the SemGroup owed the purchasers for the value of outstanding futures trades. At the time of SemGroup's filing, more than a thousand oil producers were unpaid. The offset feature of the purchase agreements resulted in full recovery to the downstream purchasers, however, the oil producers received only partial payment in the plan of reorganization. Unhappy with only a partial recovery under the plan, the oil producers brought claims against the downstream purchasers under theories of fraud, priority security interests under Texas and Kansas laws, and implied trust under the Oklahoma Production Revenue Standards Act ("PRSA"). The claims of security interests were entirely rejected by the Court. Texas and Kansas have enacted non-uniform Uniform Commercial Codes with special provisions for owners such as oil producers. In Texas, interest owners have an automatically-perfected security interest in oil produced and the identifiable proceeds related thereto. In Kansas, oil producers are required to file an "affidavit of production" in order to perfect their security interests in the oil. In both jurisdictions, the oil producers' lien extinguishes after the first purchaser sells to a buyer in the ordinary course. The oil producers had argued that, under the laws of Kansas and Texas, they held automatically perfected security interests in all oil sold to SemCrude and that the downstream purchasers took subject to those security interests. First, the Court held that the oil producers had not perfected the security interests in accordance with the local laws of Delaware and Oklahoma (where the debtors, the first purchaser of the oil, reside). Because Texas and Kansas had adopted Article 9 of the U.C.C., it is the laws of the jurisdiction of the debtor's location that "governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral." U.C.C. 9-301(1). Second, the Third Circuit held that the downstream purchasers acquired the oil asset without any actual knowledge of the oil producers' interests. Because the downstream purchasers were "buyers for value" or "buyers in the ordinary course" who acquired the oil without any actual knowledge of the oil producers' interests, the downstream purchasers acquired the oil free and clear from any asserted security interest. In short, although Texas and Kansas state law appeared to afford oil producers automatic protection of their security interests, the validity of that security interest turned on perfection in the debtor's locale, and the actual knowledge of the purchaser. With respect to the oil producers' PRSA claim, the oil producers asserted that they held an implied trust that traveled "perpetually down the stream of commerce . . . [and] whoever possess the oil does so for [the oil producers'] benefit." Under this theory, the downstream purchaser, as alleged trustee, has legal obligations to the oil producer. The Third Circuit, like the bankruptcy and district courts before it, rebuffed the oil purchasers, holding that "this interpretation simply fails the text of the statute" and that "whatever duties PRSA creates, they do not apply to downstream purchasers." Appellant oil producers' fraud claims hinged on the theory that the downstream purchasers aided and abetted the debtors who allegedly purchased oil without the intention of paying for it. This claim was flatly rejected by the rulings of the bankruptcy and district court, and the Third Circuit found no hallmarks of fraud. Rather, the Third Circuit observed that there existed no evidence that SemGroup "ever intended to avoid paying for oil" or that the downstream purchasers conspired with SemGroup. In closing, the Court observed that the oil producers "theoretically could have perfected their security interests, traced those interests in the oil that extended to their accounts receivable, and forbade SemGroup from using those accounts as margin collateral for their options trades." However, having failed to take those steps, the oil producers could not look to parties like the downstream purchasers "who took precautions against insolvency . . . [to] act as insurers to those who took none." The effect of any other finding "would be chaos." About SemGroup L.P. SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008. John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. served as the Debtors' claims agent. The Blackstone Group L.P. and A.P. Services LLC acted as the Debtors' financial advisors. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represented the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. SemGroup LP won confirmation from the Bankruptcy Court of its Fourth Amended Plan of Reorganization on Oct. 28, 2008. The Plan, which distributed more than $2.5 billion in value to stakeholders, was declared effective on Nov. 30, 2008. As part of the Plan, the Reorganized Debtors entered into two new credit facilities aggregating $625 million in financing; entered into a $300 million Second Lien Term Facility; created a new corporate structure, including issuing shares of common stock and warrants; and distributed approximately $500 million of cash and approximately $1 billion in value of new common stock and warrants to thousands of creditors in accordance with the Plan. SERO TRANSPORT: Plan Confirmation Hearing on Aug. 17 ---------------------------------------------------- The Hon. Lisa Ritchey Craig of the U.S. Bankruptcy Court for the Northern District of Georgia has conditionally approved Sero Transport Inc.'s amended disclosure statement dated July 12, 2017, referring to the Debtor's Chapter 11 plan. The hearing to consider the final approval of the Amended Disclosure Statement and plan confirmation is set for Aug. 17, 2017, at 1:30 p.m. Objections to the final approval of the Amended Disclosure Statement must be filed by Aug. 9, 2017. Aug. 9 is also the last day for filing written acceptances or rejections of the Plan. Under the Plan, Class 4 Claims will consist of all amounts due and owing by Debtor on unsecured debts including contracts, guaranties, notes or accounts. The Debtor will pay holders of allowed unsecured claims their pro-rata share of the Debtor's disposable income for the 60 months following the Effective Date of the Plan. The Debtor proposes to pay 40% to Class 4 in quarterly payments. Distributions to unsecured creditors in Class 4 will be paid directly by Debtor, on the first date of each fiscal quarter, except for amounts less than $50, which will be paid semiannually on Jan. 1 and July 1 each year. As a convenience, any unsecured creditors (other than insiders) who are due less than $500 can be paid in full at anytime. The Debtor will satisfy all claims from the business revenue and the sale of business assets to the extent required. It is anticipated that the two business locations will produce sufficient net proceeds to fund the Plan and yield resulting payments on the outstanding loans. The Plan provides that Debtor will act as the Disbursing Agent to make payments under the Plan unless Debtor appoints some other person or entity to do so. The Debtor may maintain bank accounts under the confirmed Plan in the ordinary course of business. The Debtor may also pay ordinary and necessary expenses of administration of the Plan in due course. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/ganb17-57062-45.pdf About Sero Transport Sero Transport Inc. filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 17-57062) on April19, 2017. Howard P. Slomka, Esq., at Slipakoff and Slomka PC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. SKY HARBOR: Files Chapter 11 Plan of Liquidation ------------------------------------------------ Sky Harbor Hotel Properties, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement in support of its plan of liquidation, dated July 14, 2017. Class 3 under the liquidation plan is consists of the allowed unsecured claims. Holders of Class 3 Allowed Unsecured Claims will be paid pro rata from the Net Proceeds received by the Reorganized Debtor from the Sale of the Debtor's property located South of the SWC of 48th Street and University Dr. It is anticipated that the Sale will generate sufficient funds to pay all Allowed Unsecured Claims in full. Class 3 Unsecured Claims are not impaired and holders of Class 3 Allowed Unsecured Claims will not be entitled to vote to accept or reject the Plan. The property will be sold pursuant to the Plan and the holders of Allowed Claims will be paid from the Net Proceeds of the Sale. The Debtor will be dissolved upon distribution of the Net Proceeds. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb2-17-08082-7.pdf Headquartered in Tempe, Arizona, Sky Harbor Hotel Properties, LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 17-08082) on July 14, 2017, listing its total assets at $1.64 million and total liabilities at $900,728. The petition was signed by Shane Kuber of SKK, LLC, manager of the Debtor. SPECTRUM HEALTHCARE: Has Interim Nod to Continue Using Cash ----------------------------------------------------------- The Hon. James J. Tancredi of the U.S. Bankruptcy Court for the District of Connecticut has entered an eleventh order authorizing, in part, Spectrum Healthcare LLC, and its debtor-affiliates to use cash collateral of MidCap Funding IV LLC, as assignee of MidCap Financial, LLC, CCP Finance I, LLC, as assignee of Nationwide Health Properties, LLC, as lender under the NHP Loan, CCP Park Place 7541 LLC and CCP Torrington 7542 LLC as agents for NHP with respect to the NHP Lease, Love Funding Corporation, the Secretary of Housing and Urban Development as additional secured party with LFC, and the State of Connecticut Department of Revenue Services. A hearing to consider the continued use of cash collateral will be held on July 26, 2017, at 11:00 a.m. The Debtors are authorized to pay only their current expenses as reflected in the budget, which will include payment of $10,000 per week of rent or use-and-occupancy to the CCP Landlords; provided, however, that: a. Spectrum Manchester Realty or its assignee, MidCap, as the case may be, and the CCP Landlords reserve the right to assert any accrued but unpaid rent or other lease obligations owed or to become owed to them, respectively, as administrative expense claims. The administrative rent claims will be subordinate to any unpaid, non-professional administrative expenses at the conclusion of the sale process contemplated by the court order or any wind down process that may occur in these cases, except, as to the subordination, to the extent of $6,000 per week of rent for each of the CCP Landlords and Spectrum Manchester Realty or its assignee, MidCap, as the case may be, starting as of Jan. 13, 2017; and b. (i) the Administrative Rent Claims will only be payable upon further order of the Court to the extent that funds are available to pay the Administrative Rent Claims; and (ii) nothing herein will affect any rights of the CCP Landlords, Spectrum Manchester Realty or its assignee, Midcap, or any other party, under Section 365(d)(4) of the U.S. Bankruptcy Code. If the payment of any line item in the Budget is more than 5% of the budgeted item or the item is not included in the Budget, then in that event, the Debtors will not pay same unless this procedure is followed: the Debtors will notify by fax or e-mail the Secured Parties and each Secured Party's counsel of the item to be paid and an explanation; if no objection is received by the Debtors from any of the Secured Parties or any Secured Party's counsel within one business day from receipt of notice, their consent will be deemed to be given for the expenditure. If any of the Secured Parties do object, then in that event, a conference will be set up before the Court or other person as designated by the Court to resolve the objection and its decision will be binding. The Debtors will provide and make available to Secured Parties and each Secured Party's counsel any and all reports, income statements and balance sheets within 30 days after the end of the month, weekly cash reports showing inflows and outflows in reasonable detail, budgets, occupancy rates per facility on a weekly and monthly basis, payroll and tax information per facility any other reasonable requests for financial or operational information. Each Friday at noon (Eastern), starting April 7, 2017, and without prior request from any Secured Party or the Committee, the Debtors shall provide to the Secured Parties and each Secured Party's counsel and the Committee a written reconciliation showing actual receipts and disbursements for the preceding week compared with the Budget. In addition, the Debtors will provide to the Secured Parties and each Secured Party's counsel and the Committee accounts payable reports on a monthly basis no later than the 20th day of the month following the month to be reported. All requested information will be sent via e-mail to counsel for Secured Parties within two business days after the request is made. For the avoidance of doubt, all notices required to be given to a Secured Party pursuant to this Order will also be given simultaneously to such Secured Party's counsel. All collections (whether paid by wire or check) will continue to be paid into the Collection Accounts. The funds in the Collection Accounts will be swept, each business day, into the Payment Accounts. The Funds will continue to constitute Cash Collateral and will not be applied by MidCap to the Revolver. The Funds will be promptly (within two business days) remitted to the Debtors' operating accounts for use in connection with their operations. The Debtors will be authorized to adequately protect Secured Parties by (a) granting to them replacement liens on the Collection Accounts and the debtor-in-possession accounts of the Debtors, nunc pro tunc to the Petition Date, subject to the Exclusion and Carve-Out as contained herein, to the same extent (if any) and with the same validity, enforceability and priority as the MidCap Prepetition Liens, the NHP Prepetition Liens, the CCP Landlords' Prepetition Liens and the LFC Prepetition Liens had against the Debtors' deposit accounts and other assets prior to the Petition Date, and (b) making weekly adequate protection payments of $5,000 to Midcap beginning Jan. 20, 2017, and continuing weekly through the duration of the court order. The payments to be made will be applied to the principal of the MidCap Prepetition Obligations, but may be recharacterized as payments of interest (along with reasonable fees, costs, or other charges provided for under the Aug. 27, 2014 Credit and Security Agreement and the Spectrum Derby June 13, 2013 Credit and Security Agreement and the other Financing Documents, as defined in each of the Aug. 27, 2014 Credit and Security Agreement and the Spectrum Derby June 13, 2013 Credit and Security Agreement) in the event it is determined that MidCap is an oversecured creditor, in accordance with Section 506(b) of the Bankruptcy Code. Excluded from the liens and interests held by the Secured Creditors in property of the Debtors' bankruptcy estates, including any replacement lien granted by the court order will be (i) any lien on or interest in the Debtors' claims, causes of claim or proceeds from avoidance actions under Sections 544, 545, 547, 548, 549 and 553 of the Bankruptcy Code and (ii) a carve-out for payment of the Debtors' professional fees in the amount of $260,000 and for payment of the professionals of any Committee appointed in the bankruptcy cases in the amount of $75,000. The Secured Parties are granted an additional replacement lien in Cash Collateral, Accounts including health-care insurance receivables and governmental healthcare receivables and all proceeds thereof whether deposited in the Collections Accounts, any payment account or elsewhere, and other collateral in which each of the Secured Parties held a security interest pre-petition, whether acquired before or after the Petition Date, whether now owned or hereafter acquired, created or arising, and all product and proceeds thereof, to the extent of any diminution of the value of the prepetition security interest, tax lien or setoff or recoupment rights the Secured Parties may claim in the Cash Collateral Accounts or other collateral for the MidCap Prepetition Obligations, the NHP Prepetition Obligations, the CCP Landlords' Prepetition Obligations or the LFC Prepetition Obligations (whether by setoff, or security interest or tax warrant, or otherwise), arising out of the use of the accounts and proceeds by Debtors pursuant to the court order. To the extent the adequate protection provided to MidCap, the CCP Landlords, as agents for NHP, or CCP Finance proves to be inadequate and the inadequacy gives rise to a claim allowable under Section 507(a)(2) of the Bankruptcy Code, the claim will constitute an allowed administrative expense claim against each of the Debtors on a joint and several basis with priority over all other administrative claims in the bankruptcy cases. A copy of the court order is available at: http://bankrupt.com/misc/ctb16-21635-468.pdf As reported by the Troubled Company Reporter on July 7, 2017, the Court previously entered a tenth order authorizing the use of cash collateral. The Debtors were authorized to pay only their current expenses as reflected in the budget for the period July 2, 2017, until July 15, 2017. About Spectrum Healthcare Spectrum Healthcare, LLC, and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos. 16-21635 to 16-21639) on Oct. 6, 2016. The petitions were signed by Sean Murphy, chief financial officer. The Debtors are represented by Elizabeth J. Austin, Esq., Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley, LLC. Blum, Shapiro & Co., P.C. serves as their accountant and financial advisor. At the time of filing, the Debtors listed these assets and liabilities: Total Estimated Assets Liabilities ---------- ----------- Spectrum Healthcare $282,369 $500K-$1M Spectrum Healthcare Derby $2,068,467 $1M-$10M Spectrum Healthcare Hartford $4,188,568 N/A Spectrum Healthcare Manchester, LLC $2,729,410 N/A Spectrum Healthcare Torrington, LLC $3,321,626 N/A Spectrum Healthcare and its affiliates previously filed Chapter 11 petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012. William K. Harrington, the U.S. Trustee for the District of Connecticut, appointed Nancy Shaffer, M.A., a member of the Connecticut Long Term Care Ombudsman's Office, as the Patient Care Ombudsman for Spectrum Healthcare Derby, LLC, Spectrum Healthcare Hartford, LLC, Spectrum Healthcare Manchester, LLC, and Spectrum Healthcare Torrington, LLC. STEVE'S FROZEN: Hearing on Plan Disclosures Set for Aug. 23 ----------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida has scheduled for Aug. 23, 2017, at 2:00 p.m. a hearing to consider the approval of Steve's Frozen Chillers, Inc.'s disclosure statement dated July 11, 2017, referring to the Debtor's plan of reorganization. Objections to the Disclosure Statement must be filed by Aug. 16, 2017. About Steve's Frozen Chillers Founded in 2001, Steve's Frozen Chillers, Inc. -- http://stevesfrozenchillers.com/-- offers more than 20 flavors of frozen drink mixes, both for alcoholic drinks and non-alcoholic, including frozen cappuccinos, frozen energy drinks and skinny iced coffee. In 2016, the Company recorded gross revenue of $2.56 million compared to gross revenue of $3.09 million in 2015. Steve's Frozen Chillers, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-13690) on March 27, 2017. The petition was signed by Steven D Schoenberg, CEO. At the time of filing, the Debtor had $744,658 in assets and $1.94 million in liabilities. The case is assigned to Judge Erik P. Kimball. Angelo A. Gasparri, Esq., at the Law Office of Angelo A. Gasparri, is serving as bankruptcy counsel to the Debtor. SULLIVAN VINEYARDS: To Pay Unsecureds in 2 Semiannual Installments ------------------------------------------------------------------ Sullivan Vineyards Corp. and Sullivan Vineyards Partnership filed their latest joint Chapter 11 plan of reorganization, which contains changes to the proposed treatment of general unsecured claims. Under the latest plan, creditors holding Class 4 general unsecured claims against SVP will be paid in full via two semiannual installments. Meanwhile, the latest plan proposes to pay in full creditors holding Class 5 general unsecured claims against SVC via six semiannual installments, according to the latest disclosure statement filed with the U.S. Bankruptcy Court for the Northern District of California. An earlier version of the plan proposed to pay general unsecured creditors of both companies via 10 semiannual installments. A copy of the latest disclosure statement is available for free at https://is.gd/K2oUTh About Sullivan Vineyards Sullivan Vineyards Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-10065), on Feb. 1, 2017. The petition was signed by Ross Sullivan, CEO. The Debtor is represented by Steven M. Olson, Esq., at the Law Office of Steven M. Olson. The case is assigned to Judge Alan Jaroslovsky. The Debtor estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million at the time of the filing. Sullivan Vineyards Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif., Case No. 17-10067) on Feb. 2, 2017. The petition was signed by Ross Sullivan, general partner. The case is assigned to Judge Alan Jaroslovsky. At the time of the filing, the Debtor disclosed $18.99 million in assets and $14.27 million in liabilities. On March 2, 2017, the Debtors filed a joint Chapter 11 plan of reorganization and disclosure statement. TESORO CORP: Moody's Hikes Senior Unsecured Rating From Ba1 ----------------------------------------------------------- Moody's Investors Service upgraded Tesoro Corporation to investment grade, raising its senior unsecured rating to Baa3 from Ba1. Moody's also withdrew Tesoro's Corporate Family Rating, Probability of Default Rating, and Speculative Grade Liquidity rating. The rating outlook was changed to stable from positive. "The upgrade acknowledges Tesoro's commitment to maintain credit metrics and financial philosophy appropriate for the investment grade Baa3 rating as it integrates newly acquired Western Refining assets," commented Arvinder Saluja, Moody's Vice President. "While Moody's anticipates Tesoro will continue dropping assets into Tesoro Logistics and buying back shares, Moody's expects any change in business profile or capitalization will be handled prudently to maintain Tesoro's credit quality." Issuer: Tesoro Corporation Upgrades: -- Senior Unsecured Regular Bond/Debentures, Upgraded to Baa3 from Ba1 (LGD 4) Withdrawals: -- Probability of Default Rating, Withdrawn , previously rated Ba1-PD -- Speculative Grade Liquidity Rating, previously rated SGL-1 -- Corporate Family Rating, Withdrawn , previously rated Ba1 Outlook Actions: Issuer: Tesoro Corporation -- Outlook, Changed To Stable From Positive RATINGS RATIONALE Tesoro's Baa3 unsecured rating reflects its large and diversified refining portfolio focused on the US West Coast and Midcontinent region, with meaningful logistics and retail assets that are well integrated into its refining system. Tesoro has moved over time towards a more conservative and balanced financial policy consistent with an investment grade rating, including targeting consolidated leverage on a mid-cycle basis of 2.5x. On June 1, 2017, Tesoro completed the acquisition of Western Refining, Inc. (WNR) and its subsidiary, Northern Tier Energy, LLC (NTI). Moody's expects that Tesoro will be successful integrating the newly acquired refining entities and benefitting from its improved geographic and asset footprint. Tesoro's distributions from Tesoro Logistics LP (TLLP, Ba2 positive) have become meaningful as TLLP has grown. The ratings are restrained by the company's relatively high earnings volatility due to the inherent cyclicality of the refining sector. The rating also reflects the degree of management's shareholder return focus, limited debt reduction opportunities as sector conditions remain weak, expected growth of its midstream business, and ongoing shareholder payouts. Tesoro has significant crude distillation capacity concentrated in California, where it faces a strict regulatory environment despite the West Coast crack spreads which Moody's expects will be more favorable in 2017 relative to elsewhere in the US. The acquisition of WNR is credit positive despite the modest increase in leverage. Moody's expects Tesoro's consolidated debt to EBITDA to remain under 2.75x in 2017, although weakness in crack spreads is likely to continue. The acquisition provides strategic benefits, including increased scale and crude sourcing advantages, exposure to PADD II and PADD III markets with associated logistics assets serving existing WNR refineries, and a potentially material amount of commercial, operational, and financial synergies. Nonetheless, the achievement of synergies would not be immediate and entails integration and execution risk in a volatile environment for refining margins and crude prices. Tesoro should have a good liquidity profile, based on the company's expected free cash flow generation through 2018 and healthy cash balances. Pro forma for the WNR acquisition, as of March 31, 2017, Tesoro had $2.4 billion in cash (excluding cash at the midstream MLPs). The company has nearly full availability under its $3 billion unsecured revolving credit facility due September 2020. The revolver has one covenant, a net debt/capitalization of under 60%. The company is expected to easily comply with this covenant for the foreseeable future. Availability under the revolver is not subject to borrowing base redeterminations. Tesoro has an ongoing annual dividend, which is likely to increase following the close of the mostly-stock acquisition of WNR. In addition, Tesoro has increased its share repurchase program authorization to $2 billion. Tesoro's next upcoming debt maturity is October 1, 2017 when $450 million of unsecured notes come due. The stable outlook reflects Moody's assumption that Tesoro will maintain credit metrics supportive of an investment grade rating, despite weaker sector conditions, and that share buybacks will be funded using free cash flow. An upgrade of Tesoro is unlikely in the near term. If the company grows through acquisitions and meaningfully increases its asset diversity, while maintaining a conservative financial profile and a strong business profile, an upgrade could be considered. The ratings could be downgraded if its strategy and financial policies were to become less conservative, or if leverage increases (resulting in retained cash flow to debt sustained below 10%, outside of a short term cyclical low). Tesoro's ratings could also be negatively impacted if the WNR integration leads to material operational disruptions. Tesoro Corporation is an independent US refining and marketing company headquartered in San Antonio, Texas. The principal methodology used in these ratings was Refining and Marketing Industry published in November 2016. TOTAL OFFICE: 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 Total Office Solutions-GSA, Inc., 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 prepetition expenses, salaries, professional fees or insiders without further order of the Court; and (b) additional amounts as may be expressly approved in writing by Fidelity Bank. The authorization will continue until further order of the Court. 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. As adequate protection for the Debtor's continued use of Secured Creditor's cash collateral, the Debtor will make monthly payments in the sum of $7,762.91 to Secured Creditor in certified funds no later than the 5th day of each month during the term of the court order. In the event of a default by the Debtor under the terms of the court order, the Secured Creditor will file an affidavit of default stating that a default has occurred and serve the affidavit on the Debtor's counsel. Upon filing of the affidavit of default, the Court will set the Secured Creditor's amended motion to convert the Debtor's Chapter 11 case to a Chapter 7 case, or in the alternative, motion to dismiss. A copy of the court order is available at: http://bankrupt.com/misc/flmb17-01830-63.pdf As reported by the Troubled Company Reporter on May 30, 2017, the Debtor filed with the Court an emergency motion to use cash collateral to fund all necessary operating expenses of the Debtor's business. About Total Office Solutions Based in Jacksonville, Florida, Total Office Solutions, Inc., is in the business of creating highly efficient, resourceful and motivating workplaces for businesses. TOS claims to offers some of the most advanced office furniture, healthcare furniture, educational furniture, and government furniture products on the market. Total Office Solutions sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-01830) on May 19, 2017, disclosing $2.33 million in assets and $1.59 million in liabilities. Thomas C. Adam, Esq., at Adam Law Group, serves as counsel to the Debtor. TRINIDAD DRILLING: Moody's Alters Outlook to Stable & Affirms CFR ----------------------------------------------------------------- Moody's Investors Service affirmed Trinidad Drilling Ltd.'s B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating, Caa1 senior unsecured notes rating and SGL-3 Speculative Grade Liquidity Rating. Moody's also changed Trinidad's outlook to stable from negative. "Trinidad's change in outlook reflects improved credit metrics in 2017 driven by increasing drilling activity and reduced debt levels," said Paresh Chari, Moody's Assistant Vice President. "EBITDA in 2017 and 2018 will remain steady due to better pricing and utilization that offsets high margin contracts that are rolling off." Outlook Actions: Issuer: Trinidad Drilling Ltd. -- Outlook, Changed To Stable From Negative Affirmations: Issuer: Trinidad Drilling Ltd. -- Probability of Default Rating, Affirmed B3-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-3 -- Corporate Family Rating, Affirmed B3 -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1(LGD4) RATINGS RATIONALE Trinidad's B3 CFR reflects its relatively small size in the North American oil & gas land drilling sector, significant exposure to weak North American land drilling spot prices, relative lack of ultra-high specification rigs, and material negative free cash flow driven by a rig upgrade capital program. In 2018, Trinidad will have a greater exposure to the spot market with eight rigs rolling off contract, leading to greater uncertainty and visibility for earnings in 2018. The rating also considers the company's geographic diversity and Moody's expectation of solid debt to EBITDA of about 4.5x and EBITDA to interest of 3x in 2017 and 2018, which includes EBITDA from its international joint venture with Halliburton (Baa1 stable). Trinidad has adequate liquidity (SGL-3). As of March 31, 2017, Trinidad had C$13 million of cash and roughly C$200 million available under its C$230 million revolving credit facilities due December 2018, which is comprised of C$100 million and US$100 million tranches. Moody's expects negative free cash flow of about C$60 million through mid-2018, which will largely be funded under the revolver. Moody's expects Trinidad to be in compliance with its two financial covenants through this period. Alternate liquidity is limited given that substantially all of the company's assets are pledged under the revolver and there is limited market interest in land drilling rigs currently. In accordance with Moody's Loss Given Default (LGD) Methodology, the notching of the senior unsecured notes at Caa1, one notch below the B3 CFR, reflects the priority ranking secured credit facility in the capital structure. The stable outlook reflects Moody's expectation that leverage and interest coverage will remain steady through 2018. The ratings could be upgraded if Trinidad can execute on its rig upgrade program and high grade its rig fleet, while maintaining debt to EBITDA below 5x and EBITDA to interest above 2.5x, inclusive of the EBITDA from the Halliburton joint venture. The ratings could be downgraded if liquidity weakens, debt to EBITDA appears likely to remain above 7x and EBITDA to interest remains below 1.5x, inclusive of the EBITDA from the Halliburton joint venture. Trinidad, based in Calgary Alberta, provides land drilling services primarily to North American exploration and production companies. Trinidad also has eight rigs under a joint venture agreement with Halliburton that are currently in Saudi Arabia and Mexico. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. TRITON AVIATION: Claims Filing Deadline Set for October 5 --------------------------------------------------------- The Court of Chancery of the State of Delaware set Oct. 5, 2017, at 5:00 p.m. (prevailing Eastern Time) as the deadline for each person or entity to file proofs of claim against Triton Aviation Finance LLC et al. All proofs of claim must be filed by first-class mail, hand delivery or overnight courier at: Triton Aviation Finance c/o Latham & Watkins LLP 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 UTE MESA LOT 2: 999 Ute Avenue Taps Shumaker as Legal Counsel ------------------------------------------------------------- 999 Ute Avenue, LLC and 1001 UTE Avenue Homeowners Association have filed separate applications seeking approval from the U.S. Bankruptcy Court in Colorado to hire legal counsel. In their applications, the Debtors propose to employ Shumaker, Loop & Kendrick, LLP to, among other things, give legal advice regarding their duties under the Bankruptcy Code, and assist in the preparation of a plan of reorganization. The firm will receive a retainer in the amount of $25,000, plus the filing fees. Steven Berman, Esq., the attorney who will be handling the cases, disclosed in a court filing that no attorney in his firm represents any interest adverse to the Debtors or their estates. Shumaker can be reached through: Steven M. Berman, Esq. Shumaker, Loop & Kendrick, LLP 101 E. Kennedy Blvd., Suite 2800 Tampa, FL 33602 Phone: (813) 229-7600 Fax: (813) 229-1660 Email: sberman@slk-law.com About Ute Mesa Lot 2 LLC Based in Aspen, Colorado, Ute Mesa Lot 2, LLC is a single asset real estate as defined in 11 U.S.C. Section 101(51B). It owns real property located within the Ute Avenue Subdivision, in Aspen, Colorado. Ute Mesa sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-16194) on July 6, 2017. Leathem Stearn, manager, signed the petition. At the time of the filing, Ute Mesa disclosed that it had estimated assets and liabilities of $10 million to $50 million. On July 11, 2017, 999 Ute Avenue, LLC and 1001 UTE Avenue Homeowners Association filed Chapter 11 petitions (Bankr. D. Colo. Case Nos. 17-16391 and 17-16395). The cases are jointly administered with that of Ute Mesa Lot 2, LLC under Case No. 17-16194. 999 Ute Avenue also owns real property within the Ute Avenue Subdivision. 1001 UTE Avenue Homeowners Association is the homeowners association for the subdivision. At the time of the filing, 999 Ute Avenue disclosed that it had estimated assets of less than $1 million and liabilities of less than $100,000. 1001 UTE Avenue estimated assets and liabilities of less than $100,000. VANGUARD NATURAL: Amended Plan Okayed, Sees Aug. 1 Chapter 11 Exit ------------------------------------------------------------------ Vanguard Natural Resources, LLC (OTC: VNRSQ) said the United States Bankruptcy Court for the Southern District of Texas has entered an order confirming the Debtors' Modified Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. The Company expects that the effective date of the Plan will be August 1, 2017. Following the Effective Date, the Company expects to be reorganized as a Delaware corporation named Vanguard Natural Resources, Inc. The Plan provides for the reorganization of the Company and certain subsidiaries as a going concern and will significantly reduce long-term debt and annual interest payments of the reorganized Debtors. Among other things, the Plan provides for: * a backstopped rights offering, with subscriptions for an aggregate of $255.75 million of new common stock of the Company ("New Common Stock") * a fully committed $19.25 million equity investment from the Company's second lien investors for shares of New Common Stock; * a full recovery for each lender under the Company's existing revolving credit facility, consisting of (i) cash interest, (ii) cash in the amount of its pro rata share of the proceeds from the sale of the Glasscock County assets, (iii) as applicable, its pro rata share of a repayment of a portion of the borrowings outstanding under the Company's revolving credit facility and (iv) as applicable, its pro rata share of new revolving loans and/or term loans; * the issuance of approximately $78 million of new second lien notes to the holders of the Company's existing second lien notes, plus accrued and unpaid postpetition interest through the Effective Date; * cash payments to general unsecured creditors for their pro rata shares of a reserved cash pool; * the issuance of shares of New Common Stock to holders of the Company's senior notes; * the issuance to the Company's preferred unitholders of such holders' pro rata share of (i) New Common Stock and (ii) warrants to purchase additional shares of New Common Stock at a strike price of $44.25; and * the issuance to the Company's common unitholders of such holders' pro rata share of warrants to purchase shares of New Common Stock at a strike price of $61.45. The warrant strike prices were calculated based on the Company's plan equity value of $20.00 per share of New Common Stock, which the Bankruptcy Court confirmed as part of the Plan. Pursuant to the Plan, each of the Company's equity securities outstanding immediately before the Effective Date (including any options and warrants to purchase such securities) will be canceled and of no further force or effect after the Effective Date. As of May 5, 2017, the Company's outstanding equity securities included: 130,929,399 common units; 2,581,873 7.875% Series A Cumulative Redeemable Perpetual Preferred Units; 7,000,000 7.625% Series B Cumulative Redeemable Perpetual Preferred Units; and 4,300,000 7.75% Series C Cumulative Redeemable Perpetual Preferred Units. Under the Plan, the Debtors' new organizational documents will become effective on the Effective Date. The reorganized parent's new organizational documents will authorize the company to issue new equity, certain of which will be issued to holders of allowed claims pursuant to the Plan on the Effective Date. In addition, on the Effective Date, the Company will enter into a registration rights agreement with certain equityholders. Pursuant to the Plan, the Company will sell all of its assets to a corporation -- Acquiring 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, New Common Stock of the Acquiring Corporation and warrants to acquire New Common Stock of the Acquiring Corporation. Upon consummation of the transaction, the Company expects that the Company will recognize both cancellation of indebtedness income and a net loss on the sale of all of its assets. Based on the Company's total enterprise value of $1.425 billion as stated in the Plan, the Company expects that there will be cancellation of indebtedness income allocated to the holders of the common units of the Company who are holders of record on the consummation date of the Plan in the amount of approximately $3.32 per common unit. In addition, the Company expects a net taxable loss will be allocated to the holders of the common units who are holders of record on the consummation date of the Plan. A copy of the Debtors' Modified Second Amended Joint Plan is available at https://is.gd/K9usdj A copy of the Court's confirmation Order is available at https://is.gd/xpT1Yw In a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, the Company has furnished preliminary unaudited consolidated financial information for the three months and six months ended June 30, 2017 and updated projections for income and loss due to cancellation of indebtedness income. A copy of the financial information is available at https://is.gd/AxU1Xz About Vanguard Natural Resources Vanguard Natural Resources, LLC (OTC: VNRSQ) -- 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. VC AIRPORT: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: VC Airport Properties LLC 11146 Old Castle Road Valley Center, CA 92082 Business Description: The Company is a small business debtor as defined in 11 U.S.C. Section 101(51D). It owns parcels of land valued at $4 million and $200,000 worth of furnitures and fixtures. Chapter 11 Petition Date: July 20, 2017 Case No.: 17-04344 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Christopher B. Latham Debtor's Counsel: Deepalie Milie Joshi, Esq. JOSHI LAW GROUP 8555 Aero Drive, Suite 303 San Diego, CA 92123 Tel: 619-822-7566 E-mail: joshilawgroup@gmail.com milie@joshilawgroup.com Total Assets: $4.20 million Total Liabilities: $250,000 The petition was signed by Jeffrey M. Bennion, managing member. The Debtor list of top unsecured creditors has a lone entry: Franchise Tax Board holding an unsecured claim of $20,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/casb17-04344.pdf VELLANO CORPORATION: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: The Vellano Corporation 7 Hemlock drive Latham, NY 12110 Type of Business: Vellano Corporation -- http://www.vellano.com/- - is a veteran-owned business in the water and waste industry. It provides water services, sewer services and industrial supplies. The company has 14 branch locations in six states: New York, Massachusetts, New Hampshire, Rhode Island, Alabama and Georgia. It employs more than 100 people. Chapter 11 Petition Date: July 21, 2017 Case No.: 17-11348 Court: United States Bankruptcy Court Northern District of New York (Albany) Debtor's Counsel: Richard H. Weiskopf, Esq. THE DELORENZO LAW FIRM 670 Franklin Street, Suite 100 Schenectady, NY 12305 Tel: (518) 374-8450 Fax: (518) 374-5906 E-mail: Rweiskopf@delolaw.com Total Assets: $5.81 million Total Liabilities: $15.65 million The petition was signed by Paul Vellano as authorized representative. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nynb17-11348.pdf VYCOR MEDICAL: Fountainhead Reports 54.44% Stake as of June 30 -------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, Fountainhead Capital Management Limited reported that as of June 30, 2017, it beneficially owns 12,650,199 shares of common stock of Vycor Medical, Inc. representing 54.44 percent of the shares outstanding. The purpose of the Schedule 13D filing is to update the ownership of Vycor Medical Common Stock, par value $0.0001. On April 30, 2017, the Company issued 1,571,429 shares of Vycor Common Stock to Fountainhead as a milestone payment of $330,000 on Fountainhead's Consultancy Agreement and on June 30, 2017, the Company issued an additional 501,429 shares to Fountainhead in satisfaction of $105,300 of consulting fees due for the quarter ended June 30, 2017. As a result of such issue, Fountainhead's previously-reporting holdings of Vycor Common Stock (including shares which it has the option to acquire within 60 days of that date) were adjusted to a total of 12,650,199 shares, comprising ownership of 9,120,757 Vycor Common Shares and Warrants to purchase 3,531,198 Vycor Common Shares as follows: 343,411 shares at an exercise price of $1.88 per share prior to Aug. 4, 2017; 337,517 shares at an exercise price of $2.62 per share prior to Aug. 4, 2017; 572,613 shares at an exercise price of $3.08 per share prior to Aug. 4, 2017, 1,924,677 shares at an exercise price of $0.27 per share prior to Jan. 10, 2020, and 351,204 share at an exercise price of $0.27 per share prior to Feb. 22, 2020. Those shares, in the aggregate, comprise approximately 54.44% of the Company's issued and outstanding shares of common stock, as adjusted for the exercise of such warrants. Additionally, on March 31, 2017, Fountainhead was granted options to purchase 660,000 shares of Company Common Stock at $0.27 per share for a period of three years from the date of vesting. Vesting will occur upon the achievement of certain milestones prior to March 31, 2018. A full-text copy of the regulatory filing is available at: https://is.gd/daz9kN About Vycor Medical Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO) -- http://www.VycorMedical.com/-- is a medical device company committed to making neurological brain, spinal and other surgical procedures safer and more effective. The Company's flagship, Patent Pending ViewSite(TM) Surgical Access Systems represent an exciting new minimally invasive access and retraction system that holds the potential for speedier, safer and more economical brain, spinal and other surgeries and a quicker patient discharge. Vycor's innovative medical instruments are designed to optimize neurosurgical site access, reduce patient risk, accelerate recovery, and add tangible value to the professional medical community. Vycor Medical reported a net loss available to common shareholders of $1.83 million for the year ended Dec. 31, 2016, compared to a net loss available to common shareholders of $2.25 million for the year ended Dec. 31, 2015. As of March 31, 2017, Vycor Medical had $2.08 million in total assets, $1.32 million in total liabilities and $750,839 in total stockholders' equity. The Company has incurred losses since its inception, including a net loss of $1,652,280 and $2,082,643 for the years ending Dec. 31, 2016, and 2015 respectively. As at Dec. 31, 2016, the Company had stockholder's deficiency of $26,483 and cash of $56,859. As a result, these conditions had raised substantial doubt regarding the Company's ability to continue as a going concern, according to the Company's annual report for the year ended Dec. 31, 2016. WALTER INVESTMENT: Bank Debt Trades at 9% Off --------------------------------------------- Participations in a syndicated loan under Walter Investment Management Corp is a borrower traded in the secondary market at 91.10 cents-on-the-dollar during the week ended Friday, July 7, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.40 percentage points from the previous week. Walter Investment pays 375 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on Dec. 18, 2020 and carries Moody's Caa1 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended July 7. WEST BATON: Unsecureds To Be Paid in Full Under Plan ---------------------------------------------------- West Baton Rouge Credit, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Louisiana a disclosure statement dated July 12, 2017, referring to the Debtor's plan of reorganization. The Plan provides for the payment of the small amount (estimated $20,000) of general unsecured debt in full. In addition the Plan proposes to pay the approximately amount of $830,000 to the class of debenture claims, based upon the payment of 10% of the balance due on each subordinated debenture claim, payable over seven years by 84 equal monthly installments commencing 30 days from entry of the court order of confirmation of the Plan. Todd Cutrer, as the owner and officer of this business has agreed to waive his debenture claims of about $500,000 and is willing to work at a fixed salary during the term of the Plan, plus health and life insurance benefits, in order to help promote the financial success of the Plan. Creditors may select an alternative option to take stock in the Reorganized Entity in lieu of the proposed cash plan payments. Administrative priority claims for professional services allowed by order of the court will be paid upon confirmation of the Plan. The Debtor does not have priority tax claim issues to be addressed nor claims secured by collateral. As reflected on the cumulated post petition monthly operating report, the Debtor is accumulating cash on hand in its debtor-in-possession bank accounts from its collection operations. The collections on customer accounts will increase with the anticipated addition of a support staff member for that purpose. The Debtor's cash receipts are as follows: March 14 through March 31, 2017, of $31,376.91; April 2017 of $30,435.39; and May 2017 of $28,383. Since the filing of the petition in mid March 2017, the Debtor has already started to generate sufficient monthly receipts to fund the proposed plan payments to the unsecured creditors of this estate. The Debtor says that to fund the plan payments it was appropriate for the Debtor to continue ordinary course of business operations including making new consumer loans and that has commenced using the funds being collected on existing customer accounts. Not only does that generate new cash flow from the payments on those loans that are due within 30 days of making of the loans, but it also generates income from related products like life insurance that may be sold with new consumer loans. Because management has also reduced the operating overhead of the business prior to and in connection with the filing of this case, that too assists the Debtor in funding its proposed plan payments. Debenture funding will not be utilized for future operations of the Reorganized Entity. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/lamb17-10227-62.pdf About West Baton Rouge Credit, Inc. Based in Port Allen, Louisiana, West Baton Rouge Credit, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 17-10227) on March 14, 2017. The petition was signed by Todd Cutrer, president. The case is assigned to Judge Douglas D. Dodd. Pamela Magee, Esq., based in Baton Rouge, Louisiana, serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, on May 2 appointed five creditors of West Baton Rouge Credit, Inc., to serve on the official committee of unsecured creditors. WESTERN ENERGY: Moody's Hikes Corporate Family Rating to Caa1 ------------------------------------------------------------- Moody's Investors Service upgraded Western Energy Services Corp.'s Corporate Family Rating (CFR) to Caa1 from Caa2, Probability of Default Rating to Caa1-PD from Caa2-PD and senior unsecured notes rating to Caa2 from Caa3. The Speculative Grade Liquidity Rating was downgraded to SGL-3 (adequate) from SGL-2 (good). The rating outlook remains stable. "The upgrade reflects the improving onshore contract drilling subsector that will lead to better EBITDA generation for Western, improving its ability to cover interest expense", said Paresh Chari, Moody's Assistant Vice President. Upgrades: Issuer: Western Energy Services Corp. -- Probability of Default Rating, Upgraded to Caa1-PD from Caa2-PD -- Corporate Family Rating, Upgraded to Caa1 from Caa2 -- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa2(LGD4) from Caa3(LGD4) Downgrades: -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL2 Outlook Actions: Issuer: Western Energy Services Corp. -- Outlook, Remains Stable RATINGS RATIONALE Western's Caa1 Corporate Family Rating (CFR) reflects expected high leverage (around 8x in 2017 and 2018) and weak interest coverage (around 1.5x), driven by its concentration and exposure to the weak North American land drilling market. Most of Western's fleet is not under contract and the company will be challenged in a competitive spot market. The rating also considers Western's quality rig fleet and adequate liquidity. Western has adequate liquidity (SGL-3). As of March 31, 2017, Western had C$34 million of cash and full availability under its C$60 million revolving credit facility due December 17, 2018. Moody's expects around C$10 million of negative free cash flow through June 30, 2018. Moody's expects Western to remain in compliance with its four financial covenants through this period. Alternate liquidity is limited given that substantially all of the company's assets are pledged under the revolver and there is limited market interest in land drilling rigs currently. Western's C$265 million senior unsecured notes are due January 30, 2019. In accordance with Moody's Loss Given Default (LGD) Methodology, the notching of the C$265 million senior unsecured notes at Caa2, one notch below the Caa1 CFR, reflects the priority ranking secured credit facility in the capital structure. The stable outlook reflects Moody's expectation that the company will maintain good liquidity and that EBITDA to interest will remain around 1.5x. The ratings could be upgraded if EBITDA to interest improves to above 2x, debt to EBITDA is 6x and liquidity is adequate. The ratings could be downgraded if EBITDA to interest declines to below 1x or the liquidity profile weakens. Western Energy Services, based in Calgary, Alberta, provides land contract drilling to North American exploration and production companies and also has Canadian based well servicing and rental equipment businesses. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. WORLD IMPORTS: Disclosures OK'd; Plan Hearing on Aug. 23 -------------------------------------------------------- The Hon. Stephen Raslavich of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania has approved World Imports Chicago, LLC's disclosure statement dated June 2, 2017, referring to the Debtor's Chapter 11 plan. A hearing to consider the confirmation of the Plan will be held on Aug. 23, 2017, at 1:30 p.m. Objections to the plan confirmation must be filed by Aug. 17, 2017, which is also the deadline for the Debtor to file its report of plan voting. Aug. 3, 2017, is the last day for written acceptances or rejections of the Plan. About World Imports World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 13-15929) on July 3, 2013, in Philadelphia. Debtor- affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No. 13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed separate petitions for Chapter 11 relief. The cases are jointly administered under Case No. 13-15929. John E. Kaskey, Esq., at Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the Debtors. World Imports, Ltd., estimated assets and debts of $10 million to $50 million. World Imports South, LLC, estimated assets of $1 million to $10 million. Roberta A. DeAngelis, United States Trustee for Region 3, appointed a 3-member Committee of Unsecured Creditors. Fox Rothschild LLP is counsel to Committee. YOGA CENTER: Taps Michael Sheridan as Attorney ---------------------------------------------- The Yoga Center, LLC seeks approval from the U.S. Bankruptcy Court for the District of Minnesota to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Michael Sheridan, Esq., to, among other things, give legal advice regarding its duties under the Bankruptcy Code, and assist in the preparation of a plan of reorganization. Mr. Sheridan will charge an hourly fee of $275 for his services. In a court filing, Mr. Sheridan disclosed that he does not hold any interest adverse to the Debtor or its estate. Mr. Sheridan maintains an office at: Michael J. Sheridan, Esq. 7900 International Drive, Suite 300 Bloomington, MN 55425 Tel: 763-229-7538 Fax: 763-400-4530 Email: msheridan@atlasfirm.com About The Yoga Center LLC The Yoga Center, LLC -- http://yogacentermpls.com-- is a small business Debtor as defined in 11 U.S.C. Section 101(51D). The Company provides Yoga classes offering a wide selection of drop-in classes, specialty class series, workshops and events, as well as teacher training programs, specialty teacher trainings and continuing education for the lifelong learner. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-42115) on July 13, 2017. Neil Riemer, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Katherine A. Constantine presides over the case. YOU PROPERTIES: Franklin County Treasurer to Get $27,565 -------------------------------------------------------- YOU Properties, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Ohio a Chapter 11 plan, which proposes to pay in full the priority tax claims of the Franklin County Treasurer. Under the plan, the Franklin County Treasurer will receive a one-time payment for its priority tax claims in the total amount of $27,565. Michael Young, a shareholder, will make a capital contribution of $30,000 to YOU Properties to pay its real estate taxes, according to the company's disclosure statement. A copy of the disclosure statement is available for free at https://is.gd/q6xpid About YOU Properties Inc. YOU Properties, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 17-54294) on July 6, 2017. Judge Charles Caldwell presides over the case. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $100,000. [*] Moody's B3 Negative and Lower Corp. Ratings List Drops in June ------------------------------------------------------------------ Moody's B3 Negative and Lower Corporate Ratings List declined for a 15th straight month in June, to end the second quarter at 226 companies, Moody's Investors Service says in a new report. The list is now the shortest it's been since late 2015, though the reasons underlying the decrease in its size is not positive from a credit perspective. "In the second quarter of 2017, more issuers left Moody's list of lower-rated companies due to defaults than rating upgrades," said Moody's Associate Analyst Julia Chursin. "With the list now comprising 15.6% of the US speculative-grade population, which is almost in line with the long-term average, a decline below this percentage would signal improving speculative-grade credit quality only if the dip stemmed from rating upgrades." Despite accounting for the largest share of companies to leave the list on a yearly basis, the oil and gas sector still makes up 22% of its population, Chursin says in "Moody's B3 Negative and Lower Corporate Ratings List: List's Slow Grind Downwards Continues, But Defaults Marginally Dominate." As well, the oil and gas sector still far overshadows the retail sector's representation on the list, which stands at 8%. Concerns about the retail sector are generally limited to smaller, highly leveraged companies, while other segments, such as home improvement and dollar stores, remain solid. Currently, the majority of Moody's indicators of speculative-grade credit quality point to easing risk. The rating agency's Liquidity-Stress Index is moving closer to its record low on the back of earnings gains, recovery in some commodity sectors and still-favorable financing conditions, underscoring the trend towards a declining US default rate. And although still higher than the historical average, Moody's refunding indices reflect a meaningful reduction in refinancing risk versus a year ago. Even so, Moody's Covenant Quality Index is only four basis points off its record worst, highlighting continued weakening in bond investors' covenant protections. Investors remain willing to tolerate risk, Moody's says, but analysts caution that any change in sentiment could see the credit profiles of smaller, less-liquid companies deteriorate quickly -- a risk highlighted by the rating distributions of debt issued by the companies on Moody's B3 Negative and Lower List. Notably, of the 489 debt facilities issued by the companies on the list, 61% are loans, half of which are rated Caa1 or lower. Coupled with much weaker bond and loan-covenant protections, such rating profiles do not bode well for recoveries during the next downturn. [^] BOND PRICING: For the Week from July 17 to July 21, 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 Amyris Inc AMRS 9.500 65.836 4/15/2019 Appvion Inc APPPAP 9.000 53.000 6/1/2020 Appvion Inc APPPAP 9.000 51.000 6/1/2020 Armstrong Energy Inc ARMS 11.750 7.900 12/15/2019 Armstrong Energy Inc ARMS 11.750 38.500 12/15/2019 Avaya Inc AVYA 10.500 9.000 3/1/2021 Avaya Inc AVYA 10.500 8.550 3/1/2021 BPZ Resources Inc BPZR 6.500 1.500 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bank of America Corp BAC 2.922 98.185 7/28/2017 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 20.750 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 20.750 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 2.500 98.550 5/15/2037 Chesapeake Energy Corp CHK 2.750 61.000 11/15/2035 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 43.750 5/30/2020 Cinedigm Corp CIDM 5.500 35.000 4/15/2035 Claire's Stores Inc CLE 9.000 50.100 3/15/2019 Claire's Stores Inc CLE 8.875 13.000 3/15/2019 Claire's Stores Inc CLE 6.125 46.500 3/15/2020 Claire's Stores Inc CLE 7.750 12.500 6/1/2020 Claire's Stores Inc CLE 9.000 53.500 3/15/2019 Claire's Stores Inc CLE 7.750 12.500 6/1/2020 Claire's Stores Inc CLE 9.000 50.500 3/15/2019 Claire's Stores Inc CLE 6.125 47.500 3/15/2020 Cobalt International Energy Inc CIE 2.625 29.510 12/1/2019 Cumulus Media Holdings Inc CMLS 7.750 29.949 5/1/2019 EV Energy Partners LP / EV Energy Finance Corp EVEP 8.000 53.500 4/15/2019 EXCO Resources Inc XCO 7.500 71.002 9/15/2018 Emergent Capital Inc EMGC 8.500 46.485 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 11.250 39.500 11/1/2017 Energy Future Holdings Corp TXU 10.875 39.750 11/1/2017 Energy Future Holdings Corp TXU 6.500 12.500 11/15/2024 Energy Future Holdings Corp TXU 10.875 39.500 11/1/2017 Energy Future Holdings Corp TXU 9.750 29.250 10/15/2019 Energy Future Holdings Corp TXU 5.550 10.000 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 24.750 10/15/2019 FirstEnergy Corp FE 2.750 100.333 3/15/2018 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GenOn Energy Inc GENONE 9.500 66.750 10/15/2018 GenOn Energy Inc GENONE 9.500 66.125 10/15/2018 GenOn Energy Inc GENONE 9.500 72.000 10/15/2018 Global Brokerage Inc GLBR 2.250 45.500 6/15/2018 Goldman Sachs Group Inc/The GS 2.900 100.000 7/26/2017 Gulfmark Offshore Inc GLFM 6.375 12.000 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 34.600 4/15/2018 Illinois Power Generating Co DYN 6.300 35.250 4/1/2020 Interface Security Systems Holdings Inc / Interface Security Systems LLC INSESY 9.250 99.750 1/15/2018 IronGate Energy Services LLC IRONGT 11.000 35.250 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 35.250 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 35.250 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 35.250 7/1/2018 Jack Cooper Holdings Corp JKCOOP 9.250 52.750 6/1/2020 Las Vegas Monorail Co LASVMC 5.500 0.833 7/15/2019 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 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 2.922 99.136 7/28/2017 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.741 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.741 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.741 5/15/2019 Nine West Holdings Inc JNY 6.125 17.336 11/15/2034 Nine West Holdings Inc JNY 8.250 25.063 3/15/2019 Nine West Holdings Inc JNY 6.875 16.000 3/15/2019 Nine West Holdings Inc JNY 8.250 22.500 3/15/2019 Nuverra Environmental Solutions Inc NESC 12.500 12.000 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 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 48.250 10/1/2018 RS Legacy Corp RSH 6.750 0.001 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 16.750 5/16/2018 Samson Investment Co SAIVST 9.750 7.960 2/15/2020 SandRidge Energy Inc SD 7.500 2.009 2/15/2023 SunEdison Inc SUNE 2.375 2.300 4/15/2022 SunEdison Inc SUNE 5.000 10.500 7/2/2018 SunEdison Inc SUNE 2.625 2.300 6/1/2023 SunEdison Inc SUNE 0.250 2.250 1/15/2020 SunEdison Inc SUNE 2.750 2.250 1/1/2021 SunEdison Inc SUNE 2.000 2.250 10/1/2018 SunEdison Inc SUNE 3.375 2.300 6/1/2025 TMST Inc THMR 8.000 15.100 5/15/2013 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 62.500 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 62.500 2/15/2018 TerraVia Holdings Inc TVIA 5.000 34.120 10/1/2019 TerraVia Holdings Inc TVIA 6.000 61.116 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 0.050 2/15/2019 Vanguard Natural Resources LLC / VNR Finance Corp VNR 7.875 5.980 4/1/2020 Vanguard Operating LLC VNR 8.375 50.000 6/1/2019 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 Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Investment Management Corp WAC 4.500 34.375 11/1/2019 iHeartCommunications Inc IHRT 10.000 63.100 1/15/2018 iHeartCommunications Inc IHRT 6.875 60.000 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 ***