/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170808.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, August 8, 2017, Vol. 21, No. 219 Headlines 125 CANAL STREET: Names Wayne Wilfand as Accounting Expert 2 BROTHERS TRANSPORT: Taps Niarhos & Waldron as Counsel 215 HEMPSTEAD: Taps McBreen & Kopko as Bankruptcy Counsel 471 HAWORTH: Asks Court to Extend Plan Filing Period to November 1 5 STAR RECYCLING: $540K Sale of Stephenville Property Approved 611 COMMERCIAL: Hires TACM Commercial as Real Estate Broker A & A GRANITE: Taps Eric A. Liepins as Legal Counsel A & A GRANITE: Wants Authorization to Access Cash Collateral A & K ENERGY: Asks Court to Move Plan Filing Deadline to October 30 AA HOLDINGS-WINSTON-SALEM: Names A Burton Shuford as Counsel ACHAOGEN INC: Reports $26.1 Million Net Loss for Second Quarter ADAMSVILLE PROPERTIES: Court Moves Plan Filing Period to Oct. 17 ADPT DFW: Sale of Columbus Property to Drury for $3M Approved ADVANCED SOLIDS: Taps Century 21 as Real Estate Broker ALLIANCE ONE: Incurs $32.6 Million Net Loss in First Quarter APAPIP LLC: Taps Scura Wigfield as Legal Counsel APTOS INC: TXT Retail Acquisition is Credit Negative, Moody's Says ASPIRITY ENERGY: May Use Exelon's Cash Collateral Until Sept. 1 ATLANTA GROTNES: Hires Scroggins & Williamson as Counsel AVAYA INC: Unsecureds' Recovery Cut to 8.2% Under 1st Amended Plan BALLY TOTAL: Summary Judgment on Lease Guaranty Dispute Reversed BEAULIEU GROUP: Hires American Legal as Claims & Noticing Agent BEAULIEU GROUP: Hires Scroggins & Williamson as Counsel BEMA RESTAURANT: May Continue Using Cash Collateral BGM PASADENA: Trustee Taps Dinsmore & Shohl as Bankruptcy Counsel BKEITH TRANSPORTATION: Taps Vida Law Firm as Legal Counsel BOEGEL FARMS: Exclusive Periods Extended Through August 31 BULK EXPRESS: Hires Hellring Lindeman as Attorney C & S SECKERSON: U.S. Trustee Forms 2-Member Committee C HARRIS PROPERTIES: Hires David Stokes as Accountant C.K. INVESTMENTS: Leasing Midland Property to Rains Energy CAMPBELL'S RENTS: Taps Magee Goldstein as Legal Counsel CAROLINE SCHMIDT: $640K Sale of Milwaukee Property Approved CCO HOLDING: Fitch Rate New Sr. Unsec. Notes Due 2028 'BB+' CCO HOLDINGS: Moody's Rates Proposed $1BB Sr. Unsecured Notes B1 CCO HOLDINGS: S&P Rates New $1BB Unsecured Debt 'BB+' CENTRAL LAUNDRY: Hires Offit Kurman as Special Litigation Counsel CHARIOTS OF PALM: Hires McLaughlin & Stern as Counsel CHILDRESS GATEWAY: Hires Joyce Lindauer as Counsel CIG INVESTMENTS: Hires Rotstein Law Office as Bankruptcy Counsel CLINE GRAIN: Can Use Up To $20K Cash for Maas Marketing Fees CLINE GRAIN: Patton Buying Kingman Property for $24K COMBIMATRIX CORP: Incurs $370,000 Net Loss in Second Quarter CORNERSTONE APPAREL: Committee Taps Lewis Brisbois as Counsel CS MINING: Exclusive Plan Filing Deadline Extended Through Oct. 30 CTI BIOPHARMA: Posts $1 Million Net Income in Second Quarter DAVID GOODRICH: Taps Samuel Ruggiano for Engineering Services DENNIS P. SORGE: FIC, et al., Allowed to File 2nd Amended Complaint DIAMOND & DIAMONDS: Taps Alberto Salva Javier as Accountant DIAMOND & DIAMONDS: Taps Hector Vincenty as Legal Counsel DRONE LC: Unsecureds to Recoup 25% Under Plan DYNAMIC INTERNATIONAL: Seven Creditors to Serve on Committee E.O.S. RENTALS: Case Summary & 20 Largest Unsecured Creditors EAGLE'S NEST: Hires Dan Williams & Company as Accountant ECLIPSE RESOURCES: Posts $11.5 Million Net Income in 2nd Quarter ESSEX CONSTRUCTION: Court Approves Settlement with M&T Bank, et al. FCBM LLC: Hires Coldwell Banker as Real Estate Broker FILLIN STATION: Hires Gambrell & Associates as Counsel FRONTIER COMMUNICATIONS: S&P Cuts CCRs to 'B', Outlook Negative GASTAR EXPLORATION: Incurs $6.39 Million Net Loss in Second Quarter GENESIS ENERGY: Moody's Revises Outlook to Neg. & Affirms Ba3 CFR GENON ENERGY: Claim Filing Deadline Set for September 15 GIVE & GO: Moody's Affirms B2 CFR; Outlook Negative GIVE AND GO: S&P Lowers Rating on 1st Lien Secured Loans to 'B' GLOBAL EMPOWERMENT: Taps Jones & Walden as Bankruptcy Counsel GOEASY LTD: S&P Assigns 'BB-' Issuer Credit Rating, Outlook Stable GREATER HARVEST CHURCH: Taps Thomas E. Crowe as Legal Counsel H & S INC: Hires McLaughlin & Stern as Bankruptcy Counsel HANJIN SHIPPING: Says Bankruptcy Claims Top $10 Billion HAPPY HOOKER: Taps Morris Laing as Legal Counsel HARDROCK HDD: Taps Willis & Jurasek as Accountant HECHO A MANO: Taps El Bufete del Peublo PSC as Legal Counsel HIGH COUNTRY FUSION: Can Use Banner Bank Cash Through Sept. 30 HOME EXPERT DEVELOPMENT: Needs Access to Cash Collateral IGI TRADING: Hires Kristy Qiu as Bankruptcy Counsel INFINITI HOMES: Directed to Amend Plan, Disclosure Statement ION GEOPHYSICAL: Incurs $10 Million Net Loss in Second Quarter ISMAIL ARSLANGIRAY: Sale of Dupont Property for $860K Approved KATY INDUSTRIES: Seeks to Expand Scope of JND Services KEELER'S MEDICAL: Can Continue Using Cash Collateral Until Aug. 28 LA CROSSE MEDIA: Court OKs Cash Collateral Use to Pay Wages LDJ ENTERPRISE: Wants to Use $25K Cash Collateral for Property Tax LEGACY RESERVES: Incurs $15.8 Million Net Loss in Second Quarter LEHMAN BROTHERS: Settlement With Shinhan Bank Enforceable LIMITLESS MOBILE: To Fund Plan Through Spectrum Proceeds LIVELY HOPE: U.S. Trustee Unable to Appoint Committee LOS DOS MOLINOS: U.S. Trustee Unable to Appoint Committee LUCKY # 5409: Exclusive Plan Filing Deadline Moved to Nov. 13 MARINA BIOTECH: Amends 2.1 Million Units Prospectus with SEC MARTIN'S VIEW: Hires Hirschler Fleischer as Counsel MAXUS ENERGY: Court Refuses to Review Remand of Environmental Suit MAYACAMAS HOLDINGS: PRC Trustee Taps Diamond McCarthy as Counsel METRO-GOLDWYN-MAYER INC: Moody's Cuts Corp. Family Rating to Ba2 MICROVISION INC: Incurs $5.5 Million Net Loss in Second Quarter MICROVISION INC: May Issue 1.5M Common Shares Under 2013 Plan MIDWEST ASPHALT: May Use Cash Collateral Until Aug. 31 MIDWEST PORTABLE: Has Final Nod to Use DCC Cash Collateral MILLERS HERITAGE: U.S. Trustee Unable to Appoint Committee MMM DIVERSIFIED: Unsecureds to be Paid at 3.5% in One Yr. MONTGOMERY-SANSOME: Hires Edwin Bradley as Special Counsel MPM HOLDINGS: Will Host Teleconference on Aug 8 for Q2 Results MURPHY OIL: Fitch Cuts IDR to BB on Narrower Financial Flexibility MURPHY OIL: Fitch Rates New $550MM Unsecured Notes Due 2025 BB MURPHY OIL: Moody's Rates New $550MM Unsec. Notes Due 2025 'Ba3' MUSCLEPHARM CORP: Agrees to Settle CFG Dispute for $3 Million NEOPS HOLDINGS: Hires Daniel O'Brien as Financial Advisor NORTHWEST GOLD: Wants Tailings Sale Proceeds Directed to DIP Acct. ORBITE TECHNOLOGIES: Completes $6.8-Million DIP Financing OUTER HARBOR: Exclusivity Period Extended Through October 2 PACHECO BROTHERS: Aug. 21 Plan Confirmation Hearing PALM HOUSE: Court Dismisses RICO Allegations Against SARC PAMELA FROG: Want to Use Cash to Pay Prepetition Property Taxes PATRICIA GAIL MCDADE: Loses Bid to Cancel $333K Student Loan Bill PAYLESS HOLDINGS: Exclusive Plan Filing Period Extended to Oct. 1 PENINSULA AIRWAYS: Case Summary & 20 Largest Unsecured Creditors PHILI EQUITIES: Taps Ira R. Abel Law as Bankruptcy Counsel PILGRIM'S PRIDE: S&P Affirms 'B+' CCR, Outlook Negative PIONEER HEALTH: BOA Aberdeen Buying All Assets of Monroe for $600K PRADO MANAGEMENT: Hearing on Plan Outline OK Set for Sept. 19 PREMIER KIDS: Taps Joseph E. Garrett as Legal Counsel PRO-SPEC CORP: Hires Ciardi Ciardi & Astin as Counsel PROFESSIONAL HOSPITALITY: Wants to Use Cash Collateral PROVIDENCE HALL: Wells Fargo's Motion to Transfer Venue Denied PUERTO RICO: Gasport Project Stalls Over PREPA Bankruptcy QUADRANT 4 SYSTEM: Taps Silverman as Financial Consultant QUEST RARE: Court Grants Motion to Delay BIA Proposal Filing RAVENSTAR INVESTMENTS: $625K Sale of Tularosa Property Approved RAVENSTAR INVESTMENTS: Sale of Reno Property for $460K Approved ROBERT AGEE: Proposes $200K Private Sale of Sparta Property ROBERT AGEE: Proposes $800K Private Sale of Crossville Property ROBERT AGEE: Rudd Seeley Buying Murfreesboro Property for $675K ROCKFORD INSURANCE: Morris Insurance Buying All GH Assets for $193K ROOSTER ENERGY: Rooster Petroleum Panel Taps Arent Fox as Counsel ROSENBAUM FARM: Taps Stoll Keenon as Bankruptcy Counsel RUPARI FOOD: Should Face Trial Over Crawfish Fraud, Court Rules SAAD INC: May Use Cash Collateral Through Aug. 22 SAM WYLY: Grahams Buying SL LLC's Dallas Property for $870K SAMUEL J. HAMILTON: Hires Benton & Centeno as Bankruptcy Counsel SCIENCE APPLICATIONS: Moody's Hikes CFR to Ba2; Outlook Stable SEATEQ CORPORATION: Taps Belvedere as Bankruptcy Counsel SESI LLC: Moody's Rates New $500MM Senior Unsecured Notes B3 SHERIDAN PRODUCTION: $1.8-Bil. Energy Fund in Rescue Talks SHOW DEPARTMENT: Plan Language Did Not Discharge Guarantees SHUTTERFLY INC: S&P Assigns 'BB-' CCR & Rates $500MM Notes 'BB+' SIDNEY WEINSTEIN: Sale of Martinez Horse Ranch for $1.7M Approved SINGH LODGING: Case Summary & 6 Unsecured Creditors SKY HARBOR: Hires Cushman & Wakefield as Real Estate Broker SKY HARBOR: Hires Gallagher & Kennedy as Restructuring Counsel SOLID LANDINGS: Sale of All Assets to Alpine for $9M Approved STINAR HG: Court OKs Stipulation With Ford Motor Credit on Cash Use STOP ALARMS: Trustee Taps Manier & Herod as Legal Counsel STOP ALARMS: Trustee Wants to Keep Using Carneys Cash Collateral SYDELL INC: Can Continue Using Cash Collateral Through January 2018 TERRAVIA HOLDINGS: Aug. 11 Meeting Set to Form Creditors' Panel TKL ASSOCIATES: Hires Dorsey & Whitney as Counsel TOP SHELV: Taps Gudeman & Associates as Legal Counsel TRIAL GUARANTY: Equity Interest Holders to Keep Common Stock TRONOX LIMITED: Sale of Alkali Biz Credit Positive, Moody's Says UNIQUE MOTORSPORTS: Exclusive Plan Filing Extended to Sept. 30 USS PARENT: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable VALDERRAMA A/C: Needs Additional 45 Days to File Chapter 11 Plan VALVOLINE INC: Moody's Rates $400MM New Unsecured Notes Ba3 VALVOLINE INC: S&P Rates $400MM Senior Unsecured Notes 'BB' VELA'S 4 STARS: Taps Marcos D. Oliva as Legal Counsel VENOCO LLC: Taps Natural Resources Group as Broker WELLMAN DYNAMICS: Hires Gordian Group as Investment Banker WESTMORELAND COAL: Reports $50.5-Mil. Net Loss for Second Quarter WESTMORELAND COAL: Signs Deal to Sell ROVA for $5 Million in Cash WILLIAM AND MARTHA PULLUM: Abrams Buying Milton Property for $217K WINDSTREAM SERVICES: Dividend Cut No Impact on Moody's B1 CFR WORDSWORTH ACADEMY: Committee Taps Cullen and Dykman as Counsel WORDSWORTH ACADEMY: Committee Taps Weir & Partners as Co-Counsel WORDSWORTH ACADEMY: Panel Taps Walker Nell as Financial Advisor Y & Z WORLD: Case Summary & 19 Largest Unsecured Creditors YMCA MARQUETTE: Seeks to Hire Jeffrey Alandt as Attorney YMCA MARQUETTE: Taps Burkhart Lewandowski as Legal Counsel [^] Large Companies with Insolvent Balance Sheet ********* 125 CANAL STREET: Names Wayne Wilfand as Accounting Expert ---------------------------------------------------------- 125 Canal Street, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Rhode Island to employ Wayne L. Wilfand and Sinel, Wilfand & Vinci CPAs, Inc. as experts and accountants. The Debtor requires Mr. Wilfand to: (a) assist with preparation and review of cash flow and related projections including advising as to post-filing financing; (b) assist the Debtor in reviewing and analyzing prospective sale proposals and related services; (c) assist with review and analysis of the Debtor's business and its operations; (d) assist with the preparation and review of statement of financial affairs, and schedules of assets and liabilities, including amending as necessary; (e) assist with records and record retention, but only as to advice as to what records are necessary to retain should the Debtor close, sell or move its business. No actual record review, moving or storage is contemplated to be incurred by the Accountants; (f) assist with preparation/review/analysis of Monthly Operating Reports; (g) assist with preparation and/or review of federal and state income tax, payroll tax, meals tax and sales and use tax returns; (h) assist in reviewing, reconciling, analyzing and, if necessary, objecting to proofs of claim; (i) assist in reviewing Debtor books and records for possible avoidable transactions such as preference and fraudulent transfer claims including, but not limited to, under Bankruptcy Code Sections 547 and 548; (j) assist in valuation and insolvency analyses and other plan or litigation issues and, if necessary, testimony; (k) assist with plan development and preparation including feasibility; and (l) report and respond to the Office of the United States Trustee. Mr. Wilfand will be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Wilfand, partner of Sinel Wilfand, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Mr. Wilfand can be reached at: Wayne L. Wilfand SINEL, WILFAND & VINCI, CPAs, Inc. 1150 New London Avenue, Suite 130 Cranston, RI 02910 Tel: (401) 463-8600 About 125 Canal Street Headquartered at Providence, Rhode Island, 125 Canal Street, LLC filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D.R.I. Case No. 17-10602) on April 14, 2017. The Petition was signed by Scott Parker, manager. At the time of filing, the Debtor had less than $50,000 in estimated assets and $100,000 to $500,000 in estimated liabilities. The Debtor is represented by Peter M. Iascone, Esq. at Peter Iascone & Associates. The Debtor hired Irving Shechtman & Company, Inc., as appraisers. 2 BROTHERS TRANSPORT: Taps Niarhos & Waldron as Counsel ------------------------------------------------------- 2 Brothers Transport, LLC seeks authorization from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Niarhos & Waldron, PLC as counsel. The Debtor requires Niarhos & Waldron to: (a) give the Debtor legal advice with respect to its powers and duties as Debtor in Possession and the continued operation of its business and management of its property; (b) aid in the collection of accounts receivable and any other claims of the Debtor, including possible actions to avoid and to recover preferences and other avoidable transfers; (c) prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports, and other legal papers; (d) assist in the formulation and preparation of a Disclosure Statement and Plan of Reorganization; (e) represent the Debtor at hearings, proceedings, meetings, etc. in this Court; (f) consult with and advise the Debtor as to the status of various contracts and leases, and the advisability of the Debtor's assumption and rejection of the same; and (g) perform all other legal services for the Debtor as Debtor in Possession which may be necessary and appropriate. Niarhos & Waldron will be paid at these hourly rates: Timothy G. Niarhos, Partner $350 Gray Waldron, Partner $250 Rebecca J. Yielding, Associate $250 Paralegals $135 Niarhos & Waldron will also be reimbursed for reasonable out-of-pocket expenses incurred. Niarhos & Waldron began representing the Debtor on May 3, 2017, and has provided services related to the bankruptcy case. Prior to the commencement of the case, the Debtor paid Niarhos & Waldron a total of $8,000. Of the amount, $1,450 was earned and applied prior to the commencement of this case, and the sum of $1,717 was disbursed to pay the filing fee in this case. The balance of $4,833, after payment of all pre-petition expenses and charges, will be held in escrow as a retainer for services to be rendered in the bankruptcy. Gray Waldron, partner of Niarhos & Waldron, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The Court will hold a hearing on the application on August 22, 2017, at 9:00 a.m. Objections, if any, are due August 14, 2017, at 4:00 p.m. Niarhos & Waldron can be reached at: Timothy G. Niarhos, Esq. Gray Waldron, Esq. NIARHOS & WALDRON, PLC 1106 18th Avenue South Nashville, TN 37203 Tel: (615) 320-1101 Fax: (615) 320-1102 E-mail: tim@niarhos.com gray@niarhos.com 2 Brothers Transport, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Case No. 17-04962) on July 21, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Gray Waldron, Esq. at Niarhos & Waldron, PLC. 215 HEMPSTEAD: Taps McBreen & Kopko as Bankruptcy Counsel --------------------------------------------------------- 215 Hempstead Realty Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire McBreen & Kopko as bankruptcy attorney. The professional services that McBreen & Kopko will render are: (a) attend creditors' meetings and Section 341 hearings; (b) provide legal advice with respect to the Debtor's powers and duties as a Debtor in accordance with the provisions of the Bankruptcy Code in connection with the Debtor's continued management of its property and affairs; (c) prepare, on behalf of the Debtor, all necessary schedules, applications, motions, answers, orders, reports, and other legal documents required by the Bankruptcy Code and Bankruptcy Rules; (d) represent the Debtor in certain pending litigation, to the extent necessary; (e) appear before the United States Bankruptcy Court and to represent the Debtor in all matters pending before said Court; (f) perform all other legal services for the Debtor, which may be necessary in connection with the Debtor's efforts to restructure and reorganize its debts while in chapter 11; (g) assist the Debtor in preparing a chapter 11 plan and disclosure statement in this case; and (h) perform all legal services which may be necessary and appropriate. Kenneth A. Reynolds, partner of the firm of McBreen & Kopko, attests that McBreen & Kopko is a "disinterested person" as that term is defined in Bankruptcy Code Sec. 101(14). The Debtor has been advised that, subject to periodic adjustment, the hourly rates for the attorneys and paralegals of McBreen & Kopko are: paralegals $125.00; associates $250.00 to $275.00, and partners $350.00 to $400.00. McBreen & Kopko does not vary the rates of its attorneys based on geographic location of a chapter 11 case. The Firm can be reached through: Kenneth A. Reynolds, Esq. McBREEN & KOPKO 500 North Broadway, Suite 129 Jericho, NY 11753 Tel: (516) 364-1095 About 215 Hempstead Realty Corp. 215 Hempstead Realty Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-70755) on February 10, 2017. The petition was signed by Nadide Cakici, president. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. 471 HAWORTH: Asks Court to Extend Plan Filing Period to November 1 ------------------------------------------------------------------ 471 Haworth Avenue, LLC requests the U.S. Bankruptcy Court for the District of New Jersey to extend the time during which the Debtor has the exclusive right to file a Plan a Plan for a period of 90 days or through November 1, 2017. The Debtor has listed its Property for sale at a list price exceeding the liens on the Property with an appointed realtor. Consequently, the Debtor anticipates that the Debtor will obtain a Contract for Sale of the Property in the near future and that the sale will resolve all outstanding obligations. However, without an extension, the Debtor's exclusive right to file a Plan was slated to expire on August 2, 2017. About 471 Haworth Avenue 471 Haworth Avenue is a single-asset real estate LLC in the Chapter 11 case within the meaning of Bankruptcy Code. The Debtor owns the Property at 471 Haworth Ave., Haworth, NJ 07641. 471 Haworth Avenue, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 17-10165) on January 4, 2017. The petition was signed by Richard Rotonde, member. The case is assigned to Judge Stacey L. Meisel. Justin M Gillman, Esq., at Gillman & Gillman, serves as the Debtor's counsel. The Debtor tapped Terrie O'Connor Realtors to market and sell the Debtor's property located at 471 Haworth Ave, Haworth, New Jersey. At the time of the filing, the Debtor disclosed $2.10 million in assets and $1.46 million in liabilities. No trustee or examiner has been appointed in Debtor's case, and no Creditors' Committee has been formed. 5 STAR RECYCLING: $540K Sale of Stephenville Property Approved -------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized 5 Star Recycling, LLC's sale of a 6.925 acre tract of land and improvements located in Stephenville, Erath County, Texas and having a street address of 3229 N. U.S. Hwy. 377, Stephenville, Texas, to Stephenville Iron and Metal, LLC for $540,000. The sale is free and clear of all liens, claims, and interests. The Net Proceeds of the sale of the Real Property, being $540,000 minus the Debtor's portion of the closing expenses per the terms of the Contract and minus the payment of all current and delinquent ad valorem taxes covering the Real Property, will be paid in full to Farmers, immediately upon the closing and final consummation of the sale of the Real Property. The Net Proceeds will be paid directly from the closing agent to Farmers and Merchants Bank's. Upon receipt of the Net Proceeds, Farmers will apply the Net Proceeds to the unpaid balance of principal and accrued, unpaid interest, along with the cost of collection incurred as provided in loan documents evidencing and securing the $645,258 loan dated July 29, 2016, between Boyd & Floyd Bulls, LLC, A Texas Limited Liability Company; John Bradley Boyd; and Nicolle J. Boyd, Borrowers, and payable to the order of Farmers and Merchants Bank, the loan documents which are shown in Claim 4-1, filed June 15, 2017. The loan and all related loan and security documents will continue to remain effective and nothing in the Agreed Order constitutes a waiver or release of Farmers rights related to the unpaid balance due under the $645,258 loan after the application of the Net Proceeds. Under no circumstances will the Agreed Order constitute a release of any of Farmers rights in and to the Deed of Trust filed of record as Document Number 2016-04210 of the Official Public Records of Erath County, Texas, or any loan or security documents related to the $645,258 loan dated July 29, 2016. The real property described in the Deed of Trust as 0.87 acre tract of land, being part of Wm. Allen Survey, Abstract No. 18, in Erath County, Texas, and the west part of 1.24 acre tract described in deed from Harrell W. Harmon et ux Grady Wright et ux, dated Aug. 8, 1984 and recorded in Volume 640, Page 408 of the Deed of Records of Erath County, Texas, is additional collateral of Farmers. About 5 Star Recycling LLC 5 Star Recycling, LLC owns a commercial real estate on 6.925 acres of land with commercial buildings on the property located at 6970 US Highway 377 Stephenville, Texas, valued at $700,000. It also owns a fee simple interest in a commercial real estate located at 9901 I-35W Grandview, Texas, with a valuation of $400,000. 5 Star Recycling sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-41785) on April 28, 2017. Nicolle Boyd, manager, signed the petition. At the time of the filing, the Debtor disclosed $1.10 million in assets and $949,945 in liabilities. Judge Mark X. Mullin presides over the case. The Debtor is represented by Russell W. King, Esq., at King Law Offices, P.C. 611 COMMERCIAL: Hires TACM Commercial as Real Estate Broker ----------------------------------------------------------- 611 Commercial, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ TACM Commercial Realty as real estate broker. The Debtor requires TACM Commercial to: a. provide the Debtor-in-Possession with sales advice with respect to the commercial property of the Debtor; b. prepare the necessary paperwork and contracts, including listing contract and agreement of sale; c. show the property to potential buyers, marketing the property and otherwise promoting the property to the general public in order to procure a buyer for the property; The Debtor will pay TACM Commercial a 8% commission. Teresa A. Mickens, real estate broker/owner TACM Commercial Realty, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. TACM Commercial may be reached at: Teresa A. Mickens TACM Commercial Realty 2331 Route 209, Suite 5 Sciota, PA 18354 Tel: (570) 801-6170 About 611 Commercial Inc. 611 Commercial, Inc. sought Chapter 11 protection (Bankr. M.D. Pa. Case No. 14-04173) on Sept. 9, 2014. The petition was signed by Gerald Gay, president. The Honorable John J. Thomas is assigned to the case. Philip W. Stock, Esq., at the Law Office of Philip W. Stock serves as the Debtor's counsel. The Debtor estimated assets at $1 million to $10 million and liabilities at $500,000 to $1 million. On October 1, 2016, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The plan proposes to pay claims in full within a year from the effective date of the plan. On January 16, 2017, the Debtor filed an amended disclosure statement, which was approved by the court. A & A GRANITE: Taps Eric A. Liepins as Legal Counsel ---------------------------------------------------- A & A Granite and Limestone, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire legal counsel. The Debtor proposes to employ Eric A. Liepins P.C. to give legal advice regarding its duties under the Bankruptcy Code and provide other legal services related to its Chapter 11 case. Eric Liepins, Esq., will charge $275 per hour for his services. The hourly rates for paralegals and legal assistants range from $30 to $50 per hour. The firm received a retainer of $5,000, plus the filing fee. Mr. Liepins disclosed in a court filing that his firm does not represent any interest adverse to the Debtor's estate. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Phone: (972) 991-5591 Fax: (972) 991-5788 About A & A Granite and Limestone A & A Granite and Limestone, LLC is a wholesale supplier of granite and limestone in Royse City, Texas. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 17-41678) on August 1, 2017. It is a small business Debtor as defined in 11 U.S.C. Section 101(51D). Robert Gladu, managing member, 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 Brenda T. Rhoades presides over the case. A & A GRANITE: Wants Authorization to Access Cash Collateral ------------------------------------------------------------ A & A Granite and Limestone, LLC, seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Texas for the interim use of the cash collateral of Synergy Bank and the Internal Revenue Service in the amounts set forth in Budget in order to make payroll and to pay other immediate expenses to keep its doors open. Synergy Bank and the IRS assert liens in, among other things, the accounts receivable and inventory of the Debtor. Accordingly, the Debtor is willing to provide Synergy Bank and the IRS with replacement liens. The Debtor asserts that an emergency exists because the entire chance of the Debtor's reorganization depends on its ability to immediately obtain use the alleged collateral of Synergy Bank and/or the IRS to continue operations of the company while effectuating a plan of reorganization. The proposed 30-day Budget reflects total expenses in the aggregate sum of $118,696. A full-text copy of the Debtor's Motion, dated August 1, 2017, is available at https://is.gd/8lpcRR About A & A Granite A & A Granite and Limestone, LLC, is a wholesale supplier of granite and limestone in Royse City, Texas. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). A & A Granite and Limestone filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 17-41678) on Aug. 1, 2017. The petition was signed by Robert Gladu, managing member. The Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in estimated liabilities. The case is assigned to Judge Brenda T. Rhoades. The Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins P.C. A & K ENERGY: Asks Court to Move Plan Filing Deadline to October 30 ------------------------------------------------------------------- A & K Energy Conservation, Inc. requests the U.S. Bankruptcy Court for the Middle District of Florida to extend: (a) through October 30, 2017, the exclusive period during which only the Debtor may file a plan of reorganization, and (b) through December 29, 2017, the exclusive period during which only the Debtor may solicit acceptances of a plan of reorganization. The Debtor submits that it is actively implementing programs to: (a) increase project based revenue; (b) diversify revenue mix; automate inventory control systems and integrate inventory control systems with billing systems, thereby reducing cash collection cycle time; and (c) restructure maintenance routes, thereby reducing payroll expenses, fuel expenses, and wear and tear on rolling stock. Accordingly, the Debtor asserts that it needs additional time to appraise the impact of these programs on its financial condition before proposing a plan. About A & K Energy Conservation, Inc. A&K Energy Conservation, Inc. -- http://www.akenergy.com/-- offers customized lighting solutions and energy management services, including energy audits, lighting retrofits, rebate processing, and more. A & K Energy Conservation filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-03318) on April 19, 2017. William Maloney, chief restructuring officer, signed the petition. The case is assigned to Judge Catherine Peek McEwen. The Debtor is represented by Amy Denton Harris, Esq., and Mark F Robens, Esq., at Stichter, Riedel, Blain & Postler, P.A. The Debtor estimated assets and liabilities between $1 million and $10 million. The Debtor hired Bill Maloney of Bill Maloney Consulting, as chief restructuring officer; and Wells Houser & Schatzel, P.A., as certified public accountant. AA HOLDINGS-WINSTON-SALEM: Names A Burton Shuford as Counsel ------------------------------------------------------------ AA Holdings-Winston-Salem, LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of North Carolina to employ A. Burton Shuford as its general bankruptcy counsel. The Debtor requires Mr. Shuford to: (a) examine claims of creditors in order to determine their validity; (b) give advice and counsel to the Debtor in connection with legal problems, including the use of cash collateral, sale or lease of property of the estate, obtain credit, assumptions and rejection of un-expired leases and executory contracts, requests for security interests, relief from the automatic stay, special treatment, payment of pre-petition obligations, etc.; and (c) negotiate with creditors holding secured and unsecured claims for a plan of reorganization, draft a plan of liquidation and disclosure statement, object to claims as may be appropriate and, in general, act on behalf of the Debtor in any and all bankruptcy law matters which may arise in the course of this case. Mr. Shuford and his firm will be paid at these hourly rates: A Burton Shuford $425 Paraprofessionals $205 The counsel will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Shuford assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The counsel can be reached at: A. Burton Shuford, Esq. 4700 Lebanon Road, Suite A-2 Mint Hill, NC 28227 Tel: (980) 321-7000 E-mail: bshuford@abshuford.com About AA Holdings-Winston-Salem Headquartered at 5615 Closeburn Rd., Charlotte, North Carolina, AA Holdings-Winston-Salem, LLC owns a fee simple interest in a real property located at 2900 Reynold Park Driver, Winston Salem, North Carolina valued at $2.25 million. AA Holdings-Winston-Salem, LLC sought Chapter 11 protection (Bankr. W.D. N.C. Case No. 17-31083) on June 29, 2017. The case is assigned to Judge Laura T. Beyer. The Debtor estimated assets at $3.20 million and liabilities at $5.10 million. The Debtor tapped John C. Woodman, Esq., at Sodoma Law, P.C. as counsel. A. Burton Shuford, Esq. serves as general bankruptcy counsel. The petition was signed by David T. DuFault, manager. He has been appointed Administrator CTA of the Estate of Clifford E. Hemingway, Estate File No. 16-E-3443, in the Office of the Clerk of Superior Court of Mecklenburg County, North Carolina. ACHAOGEN INC: Reports $26.1 Million Net Loss for Second Quarter --------------------------------------------------------------- Achaogen, Inc. reported a net loss of $26.07 million on $1.26 million of contract revenue for the three months ended June 30, 2017, compared to a net loss of $18.26 million on $9.14 million of contract revenue for the same period during the prior year. For the six months ended June 30, 2017, the Company reported a net loss of $59.32 million on $8.72 million of contract revenue compared to a net loss of $30.46 million on $14.99 million of contract revenue for the six months ended June 30, 2016. As of June 30, 2017, Achaogen had $263.20 million in total assets, $74.68 million in total liabilities, $10 million in contingently redeemable common stock and $178.51 million in stockholders' equity. Contract revenue totaled $1.3 million for the second quarter of 2017 compared to $9.1 million for the same period of 2016. The decrease in contract revenue during the quarter was primarily due to full utilization of BARDA funding available under the current contract. Research and development (R&D) expenses were $22.2 million for the second quarter of 2017 compared to $21.7 million reported for the same period in 2016. The increase in R&D expenses during the quarter was attributable to increase in personnel and facility related costs as net headcount increase in the Company's research and development organization, increase of external expenses related to C-Scape clinical program, offset by decreases related to the plazomicin clinical and other research programs. General and Administrative expenses were $8.9 million for the second quarter of 2017 compared to $4.0 million for the same period in 2016. The increase in G&A expenses during the quarter was primarily attributable to increase in personnel and facility related costs, and in costs related to preparation for the commercialization of plazomicin. As of June 30, 2017, there were approximately 42.2 million shares of common stock outstanding. "We made excellent progress this quarter including being granted FDA Breakthrough Therapy designation for plazomicin, securing more than a dozen plazomicin presentations at ASM Microbe, and dosing the first patient in our C-Scape clinical development program," said Kenneth Hillan, M.B. Ch.B., Achaogen's chief executive officer. "Our planned plazomicin NDA application is our top priority and we remain on track to file the NDA in 2017." Recent Highlights and Upcoming Milestones Plazomicin has successfully completed two Phase 3 clinical trials and the Company continues to plan to submit a New Drug Application (NDA) to the Food and Drug Administration (FDA) in the second half of 2017 and to submit a Marketing Authorization Application (MAA) to the European Medicines Agency (EMA) in 2018. The EPIC (Evaluating Plazomicin In cUTI) trial is expected to serve as a single registration trial supporting an NDA for plazomicin in the United States and an MAA in the European Union. The second study, the Phase 3 CARE (Combating Antibiotic Resistant Enterobacteriaceae) trial was a resistant pathogen trial designed to evaluate the efficacy and safety of plazomicin in patients with serious bacterial infections due to carbapenem-resistant Enterobacteriaceae (CRE) and provides additional data supporting the NDA and plazomicin therapy in these patients. * The U.S. Food and Drug Administration (FDA) granted Breakthrough Therapy designation for plazomicin for the treatment of bloodstream infections (BSI) caused by certain Enterobacteriaceae in patients who have limited or no alternative treatment options. * Presented data at ASM Microbe that highlighted the potential of plazomicin against MDR gram-negative bacteria in clinical and non-clinical settings. Thirteen abstracts were accepted, including oral presentations of the Phase 3 EPIC and CARE clinical trials: -- New analyses of the Phase 3 EPIC trial highlighted the favorable efficacy of plazomicin in the subgroup of patients with bacteremia, and a statistically higher rate of microbiological eradication and a lower infection relapse rate in plazomicin-treated patients compared to meropenem at the late follow-up visit (LFU) time point; and -- Further analyses of the Phase 3 CARE trial highlighted that plazomicin was associated with a higher microbiological response rate compared to colistin and, in terms of key safety outcomes, was associated with a lower incidence and magnitude of serum creatinine increases compared to colistin. C-Scape is an orally-available antibacterial candidate that is a combination of an approved beta-lactam and an approved beta-lactamase inhibitor, with the potential to treat patients with cUTI due to MDR pathogens such as extended spectrum beta-lactamase (ESBL)-producing Escherichia coli and Klebsiella pneumoniae. * Treated the first human subject with C-Scape in a Phase 1 clinical pharmacology, dosing and safety study; if successful, plan to proceed to pivotal Phase 3 cUTI trial initiation in the first half of 2018. Other Corporate Highlights * Completed an underwritten public offering of 5,750,000 shares of its common stock at a price of $22.50 per share, which included the exercise in full of the underwriters' option to purchase an additional 750,000 shares of common stock. Net proceeds were approximately $121.2 million after deducting discounts, commissions and offering expenses. * Appointed Dr. Karen Bernstein, co-founder and Chairman of BioCentury Inc., to its Board of Directors. * Awarded a grant by Combating Antibiotic Resistant Bacteria Biopharmaceutical Accelerator (CARB-X), an international antimicrobial consortium to accelerate global antibacterial innovation and research, to support the development of LpxC; the grant consists of $3.2 million over 12 months, and potentially up to a total award of $11.4 million after that period upon achievement of certain milestones. A full-text copy of the press release is available for free at: https://is.gd/GZsM7f About Achaogen, Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a clinical-stage biopharmaceutical company passionately committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. The Company is developing plazomicin, its lead product candidate, for the treatment of serious bacterial infections due to MDR Enterobacteriaceae, including carbapenem-resistant Enterobacteriaceae. In 2013, the Centers for Disease Control and Prevention identified CRE as a "nightmare bacteria" and an immediate public health threat that requires "urgent and aggressive action." Achaogen reported a net loss of $71.22 million for 2016, a net loss of $27.09 million for 2015 and a net loss of $20.17 million for 2014. ADAMSVILLE PROPERTIES: Court Moves Plan Filing Period to Oct. 17 ---------------------------------------------------------------- Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania extended the exclusive period during which Adamsville Properties, LLC may file a Plan from July 19 to October 17, 2017. The Troubled Company Reporter has previously reported that the Debtor sought for a 90-day extension of the exclusivity period to allow it additional time to market its real estate. The Debtor told the Court that until the real estate will be sold, it would be an exercise in futility to file any Plan of Reorganization without funding. On March 16, 2017, the Debtor filed a Motion to Sell Real Property and Improvements Free and Divested of Liens, and the Court approved the sale by Order on April 24. The sale was contingent upon the Buyer successfully procuring a Pennsylvania business license. The purchaser was unsuccessful in its attempts to obtain the Pennsylvania business license and the Agreement for Sale has been terminated. The Debtor filed a Report of Termination of Agreement. Due to the termination of the Agreement for Sale, there are no funds available to fund a Chapter 11 Plan. The Debtor contended that the real estate will continue to be listed and the Listing Agreement will likely be renewed and/or extended. The Debtor believed that other parties were interested in purchasing the property, as such the Debtor and its Court-approved realtor needed time to notify these parties and solicit additional interest in the property. About Adamsville Properties Adamsville Properties, LLC, sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 16-10923) on Sept. 22, 2016. The petition was signed by its President, John Medas. At the time of filing, the Debtor's assets and liabilities were estimated to be between $100,000 to $500,000 each. The Debtor is a single asset real estate business that, in the past, has not earned income. The Debtor is a Pennsylvania Limited Liability Company with a principal place of business located at 3982 Main Street, Adamsville, Pennsylvania 16110. The Debtor is represented by Michael P. Kruszewski, Esq., at Quinn Buseck Leemhuis Toohey & Kroto, Inc., in Erie, Pennsylvania. The Debtor tapped Re/Max Hometown Realty as its real estate broker. An official committee of unsecured creditors has not been appointed in the Debtor's case. * * * In May 2017, Judge Thomas Agresti approved the sale of the Debtor's building and property at 3982 Main St., Adamsville, to NH Medicinals (Minnesota) Inc. for $339,000, subject to certain conditions. The Court approved the sale after no objections were filed. ADPT DFW: Sale of Columbus Property to Drury for $3M Approved ------------------------------------------------------------- Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized the purchase and sale agreement of ADPT DFW Holdings, LLC and affiliates with Drury Southwest, Inc., in connection with the sale of OpFree RE Investments, Ltd.'s real property located near Orion Place in the city of Columbus, Ohio, known as Permanent Parcel Numbers 318-442-02-026-003, consisting of approximately 5.952 acres, for $3,000,000. The sale is free and clear of all liens, charges, and encumbrances, which will attach to the sales proceeds with the same validity and priority as they now enjoy as against the Property. The Debtors are authorized to pay from the proceeds of the Property all ad valorem taxes that are due with respect to the Property and all closing costs that are required to be paid under the Purchase Agreement. The Debtors will segregate the net proceeds of the transaction, and such funds will not be distributed unless and until the Court orders otherwise (which order may be an order providing for the use of such proceeds in accordance with a plan of reorganization). Notwithstanding Bankruptcy Rule 6004(h), the Order will not be subject to a stay. About ADPT DFW Holdings LLC Adeptus Health LLC -- http://www.adpt.com/-- through its subsidiaries, owns and operates hospitals and free standing emergency rooms in partnership with various healthcare providers. Adeptus Health Inc. is a holding company whose sole material asset is a controlling equity interest in Adeptus Health LLC. Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates, including Adeptus Health, Inc., and Adeptus Health LLC, each filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Lead Case No. 17-31432) on April 19, 2017, listing $798.7 million in total assets and $453.48 million in total debt as of Sept. 30, 2016. Andrew Hinkelman, their chief restructuring officer, signed the petitions. Judge Stacey G. Jernigan presides over the cases. Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N. Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck, Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors' bankruptcy counsel. The Debtors tapped DLA Piper LLP (US) as special counsel; FTI Consulting, Inc., as chief restructuring officer; Houlihan Lokey, Inc., as investment banker; and Epiq Systems as claims and noticing agent. On May 1, 2017, a nine-member official unsecured creditors committee was formed in the case. The committee tapped Akin Gump Strauss Hauer & Feld LLP as counsel. The Committee retained CohnReznick as financial advisors. On June 19, 2017, the U.S. Trustee appointed an official committee of equity security holders. The equity committee hired Winstead P.C. as legal counsel, Brown Rudnick LLP as co-counsel, Miller Buckfire & Co., LLC and its affiliate Stifel, Nicolaus & Co., Inc. as financial advisor and investment banker. Daniel T. McMurray has been named as Patient Care Ombudsman in the Debtors' cases. The PCO tapped Focus Management Group USA, Inc., as medical operations advisor. ADVANCED SOLIDS: Taps Century 21 as Real Estate Broker ------------------------------------------------------ Advanced Solids Control, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire a real estate broker. The Debtor proposes to employ Century 21 Associated Professionals, Inc. in connection with the sale of real property and improvements located at 4116 South Tidwell, Carlsbad. Under a deal between the Debtor and the broker, the property is to be listed for $1.1 million. The agreement runs from July 28 to October 31. Century 21 will receive a 6% commission for its services. Bob Yeager, a real estate broker employed with Century 21, disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor or its estate. The firm can be reached through: Bob Yeager Century 21 Associated Professionals, Inc. 1205 W. Pierce Street Carlsbad, NM 88220 Phone: (575) 885-9722 About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. W. Lynn Frazier, managing member, signed the petition. The Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The Debtor tapped William R. Davis, Jr., Esq., at Langley & Banack, Inc., as counsel. Pena and Grillo PLLC serves as special counsel. ALLIANCE ONE: Incurs $32.6 Million Net Loss in First Quarter ------------------------------------------------------------ Alliance One International, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $32.63 million on $276.99 million of sales and other operating revenues for the three months ended June 30, 2017, compared to a net loss of $31.53 million on $261.10 million of sales and other operating revenues for the three months ended June 30, 2016. As of June 30, 2017, Alliance One had $1.97 billion in total assets, $1.79 billion in total liabilities and $178 million in total equity. Pieter Sikkel, president and chief executive officer, said, "Fiscal year 2018 is progressing favorably and in line with our expectations. Excluding Malawi that has a much smaller crop this year, global market conditions are positive and weather patterns are good, supporting better growing conditions with crop sizes that have returned to more normal levels in key markets where we are currently buying. Our sales typically build through the year, with the first fiscal quarter at lower levels in comparison to later quarters based on a number of factors including the timing of crops from the growing regions where we source tobacco. This year's first quarter was consistent with past experience and sales are planned to be more heavily weighted toward the back half of the year. "Total kilos sold this quarter were similar to last year at 61.2 million; although South American shipments were noticeably reduced from the prior year due to minimal carryover of smaller El Niño affected 2016 crops. Other regions focused mainly on shipments of prior year crops. Revenue for the quarter improved 6.1% or $15.9 million to $277.0 million versus last year due to a 4.8% increase in average sales price, driven by higher lamina sales this year versus byproducts when compared to last year's quarter. Additionally, at quarter end, our uncommitted inventory reached a seven year low just inside the mid-point of our stated target range of $50.0 to $150.0 million. "Due to selling mainly prior year crops during the quarter that were impacted by currency and smaller crops sizes last year, gross profit decreased $5.4 million to $28.6 million. Excluding the impact of currency movement in Other Regions, gross profit would have been consistent with the prior year. Offsetting these increased costs, SG&A decreased 12.8% or $5.0 million to $33.8 million, as a result of reduced professional fees and reduced incentive compensation. Additionally, other income improved $4.8 million mainly related to increased sales of intrastate trade tax credits in South America. "As previously reported and consistent with our plan, in April we purchased and cancelled $28.6 million of our senior secured second lien notes, leaving face value of $662.9 million outstanding. Our liquidity at quarter end was strong with available credit lines and cash of $573.3 million including available lines for letters of credit. "As we progress into the second quarter we anticipate that our results will begin to reflect improvement versus last year in both sales and profitability. Shipment weighting will swing to current crop tobaccos where we should start to see the positive impact versus last year. As a result and based on current conditions, our guidance for fiscal year 2018 remains unchanged. We anticipate improved sales in a range of $1,900.0 million to $2,000.0 million and Adjusted EBITDA of $165.0 to $185.0 million. Mr. Sikkel, concluded, "Our customers are focused on enhancing global supply chain sustainability and driving positive change in nicotine consumption habits with reduced risk products. Alliance One is well positioned to continue to meet customer requirements for traditional products with directed agronomy investments in systems and people. Such investments, as well as others, uniquely position our Company as a key supplier for new products our customers are developing and we will continue to invest where appropriate returns should be achievable. We will also pursue additional growth opportunities and take further steps to strengthen our preferred supplier position across our customers’ multiple product requirements. Our focus remains on execution with a well measured approach to best position our company for success in the future and to improve shareholder value." A full-text copy of the Form 10-Q is available for free at: https://is.gd/japqCa About Alliance One Alliance One International is principally engaged in purchasing, processing, storing, and selling leaf tobacco. The Company purchases tobacco primarily in the United States, Africa, Europe, South America and Asia for sale to customers primarily in the United States, Europe and Asia. Alliance One reported a net loss attributable to the Company of $62.92 million on $1.71 billion of sales and other operating revenues for the year ended March 31, 2017, compared to net income attributable to the Company of $65.53 million on $1.90 billion of sales and other operating revenues for the year ended March 31, 2016. * * * As reported by the TCR on Sept. 30, 2016, Moody's Investors Service upgraded Alliance One International, Inc.'s Corporate Family Rating (CFR) to Caa1 from Caa2 and Probability of Default Rating to Caa1-PD from Caa2-PD. The Corporate Family Rating upgrade to Caa1 reflects Moody's somewhat diminished concerns about Alliance One's liquidity. As reported by the TCR on June 23, 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Morrisville, N.C.-based Alliance One International Inc. (AOI). The rating outlook is negative. The rating affirmation reflects S&P's forecast that the company's credit metrics will show modest improvement but remain very weak over the next year, including adjusted debt to EBITDA in the mid-9x area (compared to over 12x currently) and EBITDA to cash interest coverage below 1.5x. Despite S&P's forecast for modest improvement, the company has missed its estimates over the last several years. APAPIP LLC: Taps Scura Wigfield as Legal Counsel ------------------------------------------------ APAPIP, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire legal counsel. The Debtor proposes to employ Scura, Wigfield, Heyer, Stevens & Cammarota, LLP to give legal advice regarding its duties under the Bankruptcy Code and provide other legal services related to its Chapter 11 case. The firm will charge $350 per hour for the services of its associates and $425 per hour for partners. Paralegals will charge an hourly fee of $150. Christopher Balala, Esq., disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher J. Balala, Esq. Scura, Wigfield, Heyer, Stevens & Cammarota, LLP 1599 Hamburg Turnpike P.O. Box 2031 Wayne, NJ 07470 Phone: 973-696-8391 About APAPIP LLC APAPIP, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-24696) on July 20, 2017. Vincenzo Pasqualone, member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Michael B. Kaplan presides over the case. APTOS INC: TXT Retail Acquisition is Credit Negative, Moody's Says ------------------------------------------------------------------ Moody's Investors Services said that Aptos, Inc.'s B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating, debt instrument ratings and stable rating outlook remain unchanged following the company's announcement that it plans to upsize its first lien term loan by $83 million to $305.8 million. The company is also proposing a $10 million commitment increase for its existing $15 million super priority revolving credit facility due 2021. The company will apply proceeds from the proposed incremental facility, along with a $15 million draw on the revolver and cash on hand to finance the acquisition of TXT Retail, a merchandise lifecycle management solution provider based in Italy. Aptos, Inc. (formerly Retail Solutions Group, Inc. or Epicor RSG) is a leading provider of retail software solutions including point of sale software for mid-market retailers. RSG has been owned by private equity group Apax Partners since 2011. Prior to 2015, Aptos was a business unit of Epicor Software Corporation. ASPIRITY ENERGY: May Use Exelon's Cash Collateral Until Sept. 1 --------------------------------------------------------------- The Hon. Kathleen H. Sanberg of the U.S. Bankruptcy Court for the District of Minnesota has authorized Aspirity Energy, LLC, to use Exelon Generation Company, LLC's cash collateral in accordance with the budget, ending on Sept. 1, 2017. A further hearing on the motion for an order authorizing the use of cash collateral will be held on Sept. 1, 2017, or the Court's next available hearing date thereafter at 9:00 a.m. As adequate protection for any diminution in the value of the collateral resulting from the use of cash collateral, the imposition of the automatic stay under Section 362 of the U.S. Bankruptcy Code, or otherwise, the Debtor is authorized to grant to Exelon a replacement lien in the Debtor's assets, which replacement lien will have the same priority, dignity and effect as the pre-petition lien held by Exelon. Exelon's lack of adequate protection payments in this court order will have no precedential effect as to Exelon's ability to seek the payments from the Debtor when use of cash collateral is sought on a future basis and Exelon reserves all rights related thereto. The Debtor's assets excluded from the replacement lien are the Chapter 5 causes of action. A copy of the Order is available at: http://bankrupt.com/misc/mnb17-41991-32.pdf About Aspirity Energy Headquartered in Minnetonka, Minnesota, Aspirity Energy, LLC, is in the business of providing electricity to several thousand retail customers. Aspirity Energy has been in business for approximately two years. Aspirity Energy filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case No. 17-41991) on June 30, 2017, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Scott Lutz, president and CEO. Judge Kathleen H. Sanberg presides over the case. Steven B. Nosek, Esq., at Steven Nosek, P.A., serves as the Debtor's bankruptcy counsel. ATLANTA GROTNES: Hires Scroggins & Williamson as Counsel -------------------------------------------------------- Atlanta Grotnes Machine Company seeks authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Scroggins & Williamson, PC as attorney to the Debtor. The Debtor requires Scroggins & Williamson to: a. prepare pleadings and applications; b. conduct examinations; c. advise the Debtor of its right, duties and obligations as a Debtor-in-Possession; d. consult with the Debtor and represent the Debtor with respect to Chapter 11 plan and/or a sale of the Debtor's assets; e. perform legal services incidental and necessary to the day-to-day operation of the Debtor's affair, including, but not limited to, institution and prosecution of necessary legal proceedings, and general business and corporate legal advice and assistance; and f. take any and other action incidental to the proper preservation and administration of the Debtor's estate. Scroggins & Williamson will be paid at these hourly rates: Attorneys $195-$450 Paralegals $75-$150 Scroggins & Williamson is currently holding approximately $23,541.01 as a Chapter 11 retainer to represent the Debtors. Scroggins & Williamson will also be reimbursed for reasonable out-of-pocket expenses incurred. Ashley R. Ray, Esq., member of the firm of Scroggins & Williamson, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Scroggins & Williamson may be reached at: Ashley R. Ray, Esq. Scroggins & Williamson, PC 4401 Northside Parkway, Suite 450 Atlanta, GA 30327 Tel: (404) 893-3880 Fax: (404) 893-3886 E-mail: aray@swlawfirm.com About Atlanta Grotnes Machine Company Atlanta Grotnes Machine Company filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 17-61383) on June 30, 2017. Scroggins & Williamson, P.C. represents the Debtor as counsel. The Debtor disclosed total assets of $1.21 million as of June 29, 2017 and total liabilities of $2.23 million as of June 29, 2017. The petition was signed by Alan Grotnes, vice president, operations. AVAYA INC: Unsecureds' Recovery Cut to 8.2% Under 1st Amended Plan ------------------------------------------------------------------ Avaya, Inc., and its debtor affiliates filed a first amended plan of reorganization and accompanying disclosure statement to reduce the estimated recovery of unsecured creditors to 8.2% from 10.0%. In the first amended plan, General Unsecured Claims are reclassified as Class 6. The previous plan classified General Unsecured Claims as Class 7. The first amended plan provides for a General Unsecured Recovery Pool in the amount of $25,000,000 on account of the Settled Challenge Claims Settlement to fund Pro Rata distributions on account of General Unsecured Claims. According to Jonathan Randles of The Wall Street Journal Pro Bankruptcy, creditor recoveries are based on a $5.72 billion enterprise valuation that was agreed upon following consultation with the U.S. government's private-company pension insurer, the Pension Benefit Guaranty Corp., and a group of first-lien debtholders that includes Apollo Management LP, Alta Fundamental Advisers LLC and Anchorage Capital Group, the Journal said, citing court documents. PBGC Settlement The first amended plan also incorporates a settlement with the Pension Benefit Guaranty Corporation. Pursuant to the settlement, there will be a cash consideration in the amount of $300,000,000 to pay for the PBGC Claims. The PBGC Claims with respect to the Avaya Salaried Pension Plan will be Allowed in the aggregate amount not less than the sum of (i) $1,240,300,000, on account of unfunded benefit liabilities with respect to the Avaya Salaried Pension Plan, and (ii) any and all unpaid minimum funding contributions due with respect to the Avaya Salaried Pension Plan. In full and final satisfaction, settlement, release, and compromise of each Allowed PBGC Claim, on the Effective Date PBGC will receive the treatment pursuant to the PBGC Stipulation of Settlement for the Avaya Salaried Pension Plan, consisting of: (i) the PBGC Cash Consideration; and (ii) 7.5% of the Reorganized HoldCo Common Stock, subject to dilution for any Reorganized HoldCo Common Stock issued pursuant to the Management Equity Incentive Plan. The PBGC, according to the Journal, said pension plan for Avaya's salaried employees, frozen since 2003, covers nearly 8,000 members and is underfunded by $1.1 billion. The PBGC said in a statement that it has been told by Avaya and its secured creditors "that termination of the pension plan for salaried employees is necessary for the company to emerge from bankruptcy," the Journal related. $2.9-Bil. New Secured Debt The Debtors said the Plan will be funded by new secured debt in an aggregate amount not less than $2,925,000,000, inclusive of any original issue discount. Provided the New Secured Debt is syndicated in an amount greater than or equal to the Syndication Amount and the Class of Second Lien Notes Claims votes to accept the Plan, Holders of the Second Lien Notes Claims will have the right, but not the obligation, to exercise the Second Lien Call Right to purchase (i) at least $250,000,000 and no more than $500,000,000 of Reorganized HoldCo Common Stock for Cash or (ii) 100% of the First Lien Reorganized HoldCo Equity Distribution for Cash. If the New Secured Debt is not syndicated in an amount greater than or equal to the Syndication Amount or the Class of Second Lien Notes Claims does not vote to accept the Plan, or the Class of Second Lien Notes Claims votes to accept the Plan but Holders of Second Lien Notes Claims subscribe for less than $250,000,000 of Reorganized HoldCo Common Stock from the First Lien Reorganized HoldCo Equity Distribution in accordance with the Second Lien Call Procedures, then the Second Lien Call Right will be null and void ab initio and of no force or effect. A full-text copy of the First Amended Plan dated August 7, 2017, is available for free at: http://bankrupt.com/misc/nysb17-10089-896.pdf About Avaya Inc. Avaya Inc., together with its affiliates, is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; Zolfo Cooper LLC as restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG LLP as tax and accountancy advisor; and The Siegfried Group, LLP as financial services consultant. Prime Clerk LLC is their claims and noticing agent. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. Morrison & Foerster is the creditors committee's counsel. Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as advisors to an ad hoc group -- Ad Hoc Crossholder Group -- comprised of holders of the Company's (i) 33.98% of the $3.235 billion total amount outstanding under loans issued pursuant to a Third Amended and Restated Credit Agreement, amended and restated as of December 12, 2012 (the "Prepetition Cash Flow Term Loans"); (ii) 28.38% of the $1.009 billion total principal amount outstanding under notes issued pursuant to an indenture for the 7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes"); (iii) 12.82% of the $290 million total principal amount outstanding under notes issued pursuant to an indenture for 9.00% Senior Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70% of the $1.384 billion total amount outstanding under notes issued pursuant to an indenture for 10.5% Senior Secured Notes Due 2021 (the "Second Lien Notes"); and (v) 24% of the $725 million outstanding under loans issued under the Debtors' debtor-in-possession financing (the "DIP Facility") pursuant to a Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of Jan. 24, 2017. BALLY TOTAL: Summary Judgment on Lease Guaranty Dispute Reversed ----------------------------------------------------------------- Plaintiff Friday Investments, LLC, appeals from the trial court's order granting summary judgment in favor of Defendant, Bally Total Fitness Holding Corporation. Genuine issues of material fact exist regarding whether the Guaranty was "required to be maintained" or was discharged in the 2008-2009 Bankruptcy. The Court of Appeals of North Carolina reverses the trial court's order granting summary judgment in favor of Bally Holding and remands. The case arises from a lease of commercial premises between Plaintiff, as landlord and successor-in-interest to the original landlord, and Bally of the Mid-Atlantic, as tenant and successor-in-interest to the original tenant. Bally Holding had guaranteed the obligations of the original tenant and of the successors-in-interest thereto. When Bally of the Mid-Atlantic defaulted on its monthly rent obligations, Plaintiff sued to recover damages jointly and severally from Bally of the Mid-Atlantic and Bally Holding. On or about Feb. 14, 2000, Tower Place Joint Venture, as landlord, and Bally Total Fitness Corporation, as tenant, entered into a written Lease Agreement for commercial premises located within the Tower Place Festival Shopping Center in Charlotte. As an inducement to Tower Place Joint Venture to enter into the Lease with Bally Total Fitness Corporation, Bally Holding guaranteed the obligations of Bally Total Fitness Corporation. The Guaranty Agreement was executed on or about 10 February 2000. In accordance with the recitals contained in the Lease, the Guaranty is attached to the Lease as "Exhibit C." Bally Total Fitness Corporation later assigned its interest in the Lease to its subsidiary, Holiday Health Clubs of the Southeast, Inc. Plaintiff argues the trial court erred in granting summary judgment for Bally Holding because (1) the Lease and Guaranty are a single agreement, which was assumed in the 2008-2009 Bankruptcy; (2) even if the Lease and Guaranty are separate agreements, the Guaranty was not and could not have been discharged by the terms of the Consolidation Provisions; and (3) equitable estoppel bars Bally Holding's assertion that the Guaranty was discharged in the 2008-2009 Bankruptcy. In the alternative, Plaintiff argues genuine issues of material fact exist, which made entry of summary judgment for Bally Holding inappropriate. After a thorough analysis of the case, the Court finds that the Lease and Guaranty constitute two separate and distinct contracts under North Carolina law. Based upon the Court's standard of review, summary judgment was inappropriate as genuine issues of material fact exist regarding whether the Guaranty was "required to be maintained" or was discharged during the 2008-2009 Bankruptcy. The trial court erred by granting summary judgment for Bally Holding. The Court does not address and expresses no opinion on damages, including attorney fees, or on Plaintiff's other claims against Defendants. The trial court's order granting summary judgment in favor of Bally Holding is reversed and this cause is remanded for further proceedings. The appeals case is FRIDAY INVESTMENTS, LLC, as Successor in Interest to Tisano Realty, Inc., Plaintiff, v. BALLY TOTAL FITNESS OF THE MID-ATLANTIC, INC. f/k/a Bally Total Fitness of the Southeast, Inc. f/k/a Holiday Health Clubs of the Southeast, Inc., as Successor in Interest to Bally Fitness Corporation; and BALLY TOTAL FITNESS HOLDING CORPORATION, Defendants, No. COA16-950 (N.C. App.). A full-text copy of the Court's Order dated August 1, 2017, is available at https://is.gd/7K4n8e from Leagle.com Horack, Talley, Pharr & Lowndes, P.A., by Keith B. Nichols – knichols@horacktalley.com -- and Chadbourne & Parke, LLP, by Samuel S. Kohn -- samuel.kohn@nortonrosefulbright.com -- pro hac vice, for plaintiff-appellant. Burt & Cordes, PLLC, by Stacy C. Cordes – scordes@burtcordeslaw.com -- and Knox, Knox, Brotherton & Godfrey, by Lisa Godfrey, for defendant-appellees. About Bally Total Fitness Bally Total Fitness operates nearly 300 fitness centers across the United States. With more than 3 million active members and over 30 years of experience, Bally is among the most popular health club brands in America. The professionals at Bally Total Fitness help motivate members to improve their physical health and reach their personal fitness goals with many affordable membership choices -- including options with no long-term commitment. Bally Total and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 07-12396) on July 31, 2007 after obtaining requisite number of votes in favor of their pre- packaged Chapter 11 plan. The Bankruptcy Court confirmed the Company's Chapter 11 plan and the Company emerged from bankruptcy Oct. 1, 2007. Bally Total Fitness Holding Corp. and its debtor-affiliates and subsidiaries again filed voluntary petitions under Chapter 11 (Bankr. S.D.N.Y., Lead Case No. 08-14818) on Dec. 3, 2008. Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York. As of Sept. 30, 2008, the Company (including non-debtor affiliates) had consolidated assets totaling approximately $1.376 billion and recorded consolidated liabilities totaling approximately $1.538 billion. Bally Total Fitness Holding and its 42 debtor-affiliates delivered their Joint Plan of Reorganization and Disclosure Statement to the Bankruptcy on June 10, 2009. The Plan was confirmed Aug. 19, 2009, and the Company emerged from bankruptcy Sept. 1, 2009. BEAULIEU GROUP: Hires American Legal as Claims & Noticing Agent --------------------------------------------------------------- Beaulieu Group, LLC, et al., seek authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to employ American Legal Claim Services, LLC as claims, noticing, and balloting agent. The Debtors require American Legal to: a. create and maintain a computer database of all creditors, claimants and parties-in-interest; b. prepare and serve required notices in the Cases, which may include: i. notice of the commencement and the initial meeting of creditors; ii. notice of the claims bar date, if any; iii. notice of objections to claims; iv. notice of any hearings on a disclosure statement and confirmation of a plan of reorganization; and v. other miscellaneous notice to any entities, as may be deemed necessary for the orderly administration of the Case; c. after the mailing of a particular notice, prepare for filing with the Clerk's Office a certificate or affidavit of service that references the document served and includes an alphabetical listing of the parties to whom the notice was mailed and the date and manner of mailing; d. receive and record proofs of claim and proofs of interest; e. create and maintain official claims registers, including, among other things, the following information for each proof of claim or proof of interest: i. the name of the Debtor; ii the name and address of the claimant, and any agent thereof; iii. the date received; iv. the claim number assigned; and v. the asserted amount and classification of claim; f. implement necessary security measures to ensure the completeness and integrity of the claims registers; g. transmit to the Clerk's Office a copy of the claims registers upon request and at agreed upon intervals; h. act as balloting agent which will include the following services: i. print ballots; ii. coordinate mailing of ballots, disclosure statement(s), and plan(s) of reorganization and other appropriate materials to all voting and non-voting parties, and provide affidavits of service; iii. prepare voting reports by plan class, creditor, or shareholder, and amount for review and approval by the Debtors and their counsel; iv. establish a toll-free number to receive questions regarding the voting on the plan(s); and v. receive and tabulate ballots, inspect ballots for conformity to voting procedures, date stamp and number ballots consecutively, provide computerized balloting database services and certify the tabulation results; i. maintain an up-to-date creditor matrix, which list shall be available upon request of a party-in-interest or the Clerk's Office; j. record all transfers of claims pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy Procedure and provide notice of such transfers as required thereunder; k. comply with applicable federal, state, municipal, and local statutes, ordinances, rules, regulations, orders, and other requirements; l. provide temporary employees to process claims, as necessary; m. promptly comply with such further conditions and requirements as the Clerk's Office or the Court may at any time prescribe; n. perform such other administrative and support related noticing, claims, docketing, solicitation and distribution services as the Debtors or the Clerk’s Office may request; o. provide reconciliation and resolution of claims services to the Debtors; and p. aid in the preparation, mailing, and tabulation of ballots for the purpose of accepting or rejecting any plans of reorganization proposed by the Debtors. American Legal will be compensated according to its usual fee arrangement, which combines an hourly fee rate with per-task charges for certain services, prepaid postage expenses, and reimbursement for reasonable out-of-pocket expenses. American Legal is requesting a $15,000 retainer deposit to be held as security for fees incurred under the Services Agreement. Jeffrey Pirrung, managing director of ALCS Bankruptcy Solutions, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. American Legal may be reached at: Jeffrey Pirrung ALCS Bankruptcy Solutions, LLC 5985 Richard Street, Suite 3 Jacksonville, FL 32216 Phone: (904) 517-1442 About Beaulieu Group Founded in 1978 by Carl M. Bouckaert and Mieke D. Hanssens, Beaulieu Group LLC -- http://www.beaulieuflooring.com/-- is a privately-owned American company that manufactures and distributes high-end quality products in carpet, engineered hardwood, laminate and luxury vinyl. Beaulieu Group has 2,500 full and part-time hourly and salaried employees. Beaulieu Group, LLC, along with the two other debtors, filed voluntary petitions seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 17-41677) on July 16, 2017. The cases are pending before the Honorable Judge Mary Grace Diehl. The Debtors continues to operate their businesses and manage their properties as a Debtors-in-Possession. Scroggins & Williamson, P.C., is the Debtors' bankruptcy counsel. McGuireWoods is the special corporate counsel and Armory Strategic Partners is the restructuring advisor. American Legal Claim Services, LLC, is the claims and noticing agent and maintains the Web site https://www.americanlegal.com/beaulieu BEAULIEU GROUP: Hires Scroggins & Williamson as Counsel ------------------------------------------------------- Beaulieu Group, LLC, et al., seek authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Scroggins & Williamson, PC as counsel to the Debtors. The Debtors require Scroggins & Williamson to: a. advise the Debtors with respect to their rights, duties and obligations as debtors in possession in the continued management and operation of their business; b. take all necessary action to protect and preserve the estates of the Debtors, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estate; c. prepare on behalf of the Debtors all necessary motions, applications, answers, orders, reports, and other pleadings and applications in connection with the administration of the Debtors' estates; d. negotiate and prepare on behalf of the Debtors one or more Chapter 11 plan(s), disclosure statement(s), and all related documents; e. negotiate and prepare documents relating to the disposition of assets, as requested by the Debtors; f. advise the Debtors on finance, finance-related matters and transactions, and matters relating to the sale of the Debtors' assets; and g. perform such other legal services for the Debtors as may be necessary and appropriate to the proper preservation and administration of the Debtors' estates. Scroggins & Williamson will be paid at these hourly rates: Attorneys $195-$450 Paralegals $75-$150 Scroggins & Williamson is currently holding $182,151.00 as a Chapter 11 retainer to represent the Debtors. Scroggins & Williamson will also be reimbursed for reasonable out-of-pocket expenses incurred. J. Robert Williamson, Esq., member of the firm of Scroggins & Williamson, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Scroggins & Williamson may be reached at: J. Robert Williamson, Esq. Scroggins & Williamson, PC 4401 Northside Parkway, Suite 450 Atlanta, GA 30327 Tel: 404-893-3880 Fax: (404) 893-3886 E-mail: rwilliamson@swlawfirm.com About Beaulieu Group Founded in 1978 by Carl M. Bouckaert and Mieke D. Hanssens, Beaulieu Group LLC -- http://www.beaulieuflooring.com/-- is a privately-owned American company that manufactures and distributes high-end quality products in carpet, engineered hardwood, laminate and luxury vinyl. Beaulieu Group has 2,500 full and part-time hourly and salaried employees. Beaulieu Group, LLC, along with the two other affiliates, filed voluntary petitions seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 17-41677) on July 16, 2017. The cases are pending before the Honorable Judge Mary Grace Diehl. The Debtors continues to operate their businesses and manage their properties as a Debtors-in-Possession. Scroggins & Williamson, P.C., is the Debtors' bankruptcy counsel. McGuireWoods is the special corporate counsel and Armory Strategic Partners is the restructuring advisor. American Legal Claim Services, LLC, is the claims and noticing agent and maintains the Web site https://www.americanlegal.com/beaulieu BEMA RESTAURANT: May Continue Using Cash Collateral --------------------------------------------------- The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts has granted Bema Restaurant Corporation and Sunset Partners, Inc., permission to use cash collateral. A hearing to consider approval of continued cash collateral use will be held on Aug. 8, 2017, at 10:30 a.m. Objections to the cash collateral use must be filed by Aug. 7, 2017, at 4:30 p.m. The Debtors are authorized to collect and use prepetition assets in which the secured creditors claim security interests, including any proceeds of prepetition accounts receivable, inventory and cash on hand, for the purposes and on the terms proposed in the motion in the operation of its business as debtor-in-possession. As adequate protection, the Debtors will pay American Express, Brown, Sysco and the DOR adequate protection. The Secured Creditors are granted continuing replacement liens and security interests in the post-petition accounts receivable (if any) to the same validity and extent and priority that they would have had in the absence of the bankruptcy filing. A copy of the Order is available at: http://bankrupt.com/misc/mab17-12434-24.pdf About Bema Restaurant Bema is a Massachusetts corporation that owns and operates a Boston area restaurant called Patrons, which is located at 138 Brighton Avenue, Allston, MA. It is an affiliate of Sunset Partners, Inc., a Massachusetts corporation that owns and operates two additional Boston area restaurants: the Sunset Grill & Tap located at 130 Brighton Avenue, Allston, MA; and, the Sunset Cantina located at 916 Commonwealth Avenue, Brookline, MA. On June 7, 2017, Sunset Partners filed a separate Chapter 11 case, (Bankr. D. Mass. Case No. 17-12178). Bema Restaurant Corporation, d/b/a Patron's, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-12434) on June 29, 2017. The petition was signed by Marc Berkowitz, president. At the time of filing, the Debtor had $1.12 million in assets and $4.45 million in liabilities. The case is assigned to Judge Joan N. Feeney. The Debtor is represented by David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP. No trustee, examiner, or official committee has been appointed in the Chapter 11 case. BGM PASADENA: Trustee Taps Dinsmore & Shohl as Bankruptcy Counsel ----------------------------------------------------------------- Peter Mastan, the Chapter 11 trustee for BGM Pasadena, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to retain the law firm of Dinsmore & Shohl LLP as general bankruptcy counsel. Services to be rendered by the Counsel are: 1. prepare on behalf of the Trustee necessary motions, applications, answers, orders, reports, and other pleadings in connection with the administration of the estate or as required by this Court or otherwise pursuant to the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Rules for the United States Bankruptcy Court for the Central District of California; 2. represent the Trustee at hearings regarding or affecting the Debtor or the estate; 3. investigate the Debtor and its financial affairs; 4. prosecute and defend litigated matters that may arise during the Case; 5. advise the Trustee with respect to matters in the Case; 6. advise the Trustee with respect to the claims (and claims objections) asserted in the Case; 7. advise, consult with and/or otherwise assist the Trustee in connection with a plan of reorganization or liquidation and related disclosure statement; 8. commence, conduct, advise or assist in the same as applicable, any and all litigation or other action necessary or appropriate to assert rights held by the estate or the Debtor, or protect or recover assets of the estate or the Debtor; 9. represent the Trustee with respect to sales of assets of the estate, including the estate's real property; 10. represent the Trustee in addressing any unique issues presented in this Case; 11. provide counseling with respect to legal matters which may arise during the pendency of the Case; and 12. perform all other legal services that are necessary for the efficient and economic administration of the case. Current hourly rates for professionals are: Name Title Hourly Rate ---- ----- ----------- Mikel R. Bistrow Partner $650.00 Christopher Celentino Partner $630.00 Peter W. Bowie Of Counsel $615.00 Caron Burke Paraprofessional $200.00 Christopher Celentino attests that no partner or employee of Dinsmore holds or represents any interest adverse to the Debtor's estate, and Dinsmore is "disinterested" within the meaning of Bankruptcy Code Section 101(14). The Firm can be reached through: Christopher Celentino, Esq. Mikel R. Bistrow, Esq. Peter W. Bowie, Esq. Dinsmore & Shohl LLP 655 West Broadway, Suite 1600 San Diego, CA 92101-8494 Tel: 619-400-0500 Fax: 619-400-0501 Email: chris.celentino@dinsmore.com mikel.bistrow@dinsmore.com peter.bowie@dinsmore.com About BGM Pasadena BGM Pasadena, LLC, a single asset real estate, filed Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-27833) on Nov. 20, 2015. Greg Galletly, the manager, signed the petition. Judge Richard M. Neiter has been assigned the case. James A. Tiemstra, Esq., and Lisa Lenherr, Esq., at Tiemstra Law Group PC, in Oakland, California, were hired as counsel to the Debtor. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of at least $1 million. On January 23, 2017, the court approved the appointment of Peter J. Mastan as Chapter 11 trustee for the Debtor. Ballard Spahr LLP has been tapped as counsel to the trustee. SLBiggs serves as the trustee's accountant. BKEITH TRANSPORTATION: Taps Vida Law Firm as Legal Counsel ---------------------------------------------------------- BKeith Transportation, Inc. and BV Transportation, Inc. seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire legal counsel. The Debtors propose to employ The Vida Law Firm, PLLC to give legal advice regarding their duties under the Bankruptcy Code and provide other legal services related to their Chapter 11 cases. Behrooz Vida, Esq., the attorney who will be handling the case, will charge an hourly fee of $350. Legal assistants will charge $125 per hour. Each of the Debtors paid the firm a $10,000 retainer and a filing fee of $1,717. Mr. Vida disclosed in a court filing that he does not represent any interest adverse to the Debtors or their estates. The firm can be reached through: Behrooz P. Vida, Esq. The Vida Law Firm, PLLC 3000 Central Drive Bedford, TX 76021 Phone: (817) 358-9977 About BKeith Transportation BKeith Transportation, Inc. and BV Transportation, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 17-42614) on June 26, 2017. Brian Taylor, president, signed the petitions. At the time of the filing, both Debtors disclosed that they had estimated assets and liabilities of less than $500,000. Judge Russell F. Nelms presides over the cases. BOEGEL FARMS: Exclusive Periods Extended Through August 31 ---------------------------------------------------------- Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas issued an order extending Boegel Farms, LLC's and Three Bo's, Inc.'s exclusive periods to file a Chapter 11 Plan and Disclosure Statement and solicit plan acceptances to August 31, 2017. Judge Nugent says the Exclusivity Period will be further extended until November 24, 2017, on the condition that: (a) a plan is filed not later than August 31, 2017, (b) a disclosure statement is approved on or before October 6, and (c) a plan is confirmed on or before November 24, 2017. The Troubled Company Reporter has previously reported that the Debtors asked the Court to extend the exclusive period to file a reorganization plan and disclosure statement to September 21, 2017, and for a 90-day extension of the exclusive period to solicit plan acceptances. The Debtors claimed this was their first request for exclusivity extension, and assured the Court that the request was not filed for the purpose of delay, but rather to permit the Debtors a realistic opportunity to propose a viable plan. The Debtors believe that the Court will confirm a plan with an extended allowance of the exclusivity period. About Boegel Farms LLC Boegel Farms, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 17-10222) on Feb. 23, 2017, estimating its assets and debt at $10 million to $50 million. The petition was signed by Jack Boegel, president. The case is assigned to Judge Robert E. Nugent. Boegel Farms tapped David Prelle Eron, Esq. at Eron Law, P.A., as counsel. It engaged Roger Schulz and Cathleen Mueller of Schulz and Leonard, P.C., as its accountant. No trustee has been appointed in the Debtor's case. BULK EXPRESS: Hires Hellring Lindeman as Attorney ------------------------------------------------- Bulk Express Logistics, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ Hellring Lindeman Goldstein & Siegal, LLP as attorney for the Debtor-in-Possession. The Debtor requires Hellring Lindeman to: a. prepare the Chapter 11 Bankruptcy Petition, Schedules, Statement of Financial Affairs, initial First Day Motions, all motions and applications during the pendency of the case through confirmation of a Chapter 11 plan; b. give advice to the Debtor with respect to its powers and duties as Debtor-In-Possession in the continued management of its business and in the management of its property; c. prepare, on behalf of the Debtor, as Debtor in Possession, necessary applications, answers, orders, reports, and other legal papers; d. appear before the Bankruptcy Judge and protect the interests of the Debtor before the Bankruptcy Judge, and represent the Debtor in all matters pending before the Bankruptcy Judge; e. negotiate with secured and unsecured creditors of the Debtor in working out a Plan of Reorganization, and take the necessary legal steps in order to confirm the Plan; f. perform other legal services for the Debtor, as Debtor in Possession, which may be necessary; The Debtor will compensate Hellring Lindeman at $290 to $600 per hour. Hellring Lindeman has been paid $30,000 for its pre-petition services rendered to the Debtor for the period April 25, 2017, through June 30, 2017, in preparation for filing the Chapter 11 case. Richard B. Honig, Esq., member of Hellring Lindeman Goldstein & Siegal, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Hellring Lindeman may be reached at: Richard B. Honig, Esq. Hellring Lindeman Goldstein & Siegal, LLP One Gateway Center Newark, NJ 07102-5323 Tel: 973.621.9020 About Bulk Express Headquartered in Monroe Township, New Jersey, Bulk Express Logistics, Inc. -- http://www.bulkexpressloqistics.com/-- is a privately held company that provides trucking and warehousing services. Bulk Express filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 17-24308) on July 14, 2017, listing $1.97 million in total assets and $4.51 million in total debts as of July 12. The petition was signed by Charlene M. Barnett-Lombard, president. The Debtor sought and obtained joint administration of its case with the case of Robert A. Lombard, Jr., and Charlene M. Barnett-Lombard (Bankr. D.N.J. Case No. 17-23949). Judge Christine M. Gravelle presides over the Debtors' cases. Richard Honig, Esq., at Hellring, Lindeman, Goldstein & Siegal LLP, serves as the Debtor's bankruptcy counsel. C & S SECKERSON: U.S. Trustee Forms 2-Member Committee ------------------------------------------------------ Ilene J. Lashinsky, the U.S. Trustee for the District of Arizona, on Aug. 3, 2017, appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of C & S Seckerson Trucking LLC. The committee members are: (1) CROSSROADS EQUIMENT REPAIR, LLC Attn: Keith Jackson 2149 W. Buckeye Road Phoenix AZ 85009 Tel: (602) 319-5490 E-mail: keith.xroads@gmail.com (2) MB TRUCKING Attn: Matt Brusha 5248 W. Topeka Drive Glendale AZ 85308 Tel: (623) 628-6993 Fax: (623) 266-8949 E-mail: mbrusha@live.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Headquartered in Phoenix, Arizona, C & S Seckerson Trucking LLC dba Skytal Trucking, dba M & P Contracting Inc., is a privately held company engaged in the business of renting hauling trucks. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 17-07799) on July 7, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Shawn Seckerson, manager. Judge Eddward P. Ballinger Jr. presides over the case. Dean M. Dinner, Esq., at Sacks Tierney P.A. serves as the Debtor's bankruptcy counsel. C HARRIS PROPERTIES: Hires David Stokes as Accountant ----------------------------------------------------- C. Harris Properties, LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ David L. Stokes as certified public accountant. The Debtor requires Mr. Stokes to: (a) advise and consult with the Debtor-in-Possession regarding questions and information arising from various interests which the Debtor-in-Possession may have; (b) evaluate and prepare all forms and reports pursuant to all regulations of the Internal Revenue Service and the State of Mississippi; and (c) perform such other accounting services on behalf of the Debtor-in-Possession as may become necessary during the proceeding. For the following accounting services, Mr. Stokes will be paid: $ 75 per hour - Bookkeeping $150 per hour - Preparation of tax returns or other tax matters Mr. Stokes will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Stokes assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The accountant can be reached at: David L. Stokes 3712 Conehatta Prospect Rd. Conehatta, MS 39057 Tel: (601) 507-9439 About C. Harris Properties, LLC C. Harris Properties, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Miss. Case No. 17-02354) on June 29, 2017. The Debtor is represented by Eileen N. Shaffer, Esq., at Eileen N. Shaffer, Attorney at Law. C.K. INVESTMENTS: Leasing Midland Property to Rains Energy ---------------------------------------------------------- C.K. Investments, Inc, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the lease of a Dirt yard of approximately 5 acres with a metal warehouse located at 1101West County Road 180, Midland, Texas, outside the ordinary course of business to Rains Energy, LLC. A hearing on the Motion is set for Aug. 24, 2017 at 1:30 p.m. Objection deadline is Aug. 18, 2017. The Debtor was recently approached by the owners of Rains Energy, a growing salt water disposal well operator to lease its yard to (i) immediately drill 2 deep water wells and begin selling fresh water within a few months and (ii) drill a salt water disposal well and to sell water after appropriate permitting. This contract will produce profits to pay creditors at no cost to the Debtor. Mr. Kennedy desires and expects to pay 100% to unsecured creditors. The Debtor proposes to lease property of the estate upon the terms set forth in the Produced Water Disposal Contract dated July 12, 2017. The Contract is contingent upon Court approval. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/CK_Investments_132_Sales.pdf The property is located approximately 8 miles south of the City of Midland, Texas. It is improved with a shop building, measuring approximately 40' x 60'; a 14'x14' office; and a 2 room, 1 bath, 1600sqft office. The property has 3 willow fresh water wells on it. The property was formerly used as the headquarters for operation of the water transport business. It is subject to prepetition property taxes of $5,500 for 2015 and postpetition property tax of about the same for 2016. On information and belief, the property has a fair market value of $125,000. The Debtor with assistance from the proposed Lessee has made the following projections for fresh water sales: Upon approval of the lease, the partners intent is to drill two Santa Rosa Wells on the property, and within 60 days have the fresh water station operational The considerations and assumptions are: a. Timing: Ability of companies/equipment to drill lease b. Availability: 2 new wells @100 gallons/minute each, 3 existing wells 10 gallons/minute = 230 gallons/minute c. Numbers: 6 months of the year, sell 100% water made due to direct line meter (sold at .40/bbl) 7,885 bbls water a day @ .40 for 6 months = approx. 511,000/year. Other 6 months of the year, 30 Truck loads/day 120/bbl load @.50/bbl = approx. 328,500/year 839,500 /yearly gross 83,950/ yearly landowner royalty = 6,995/monthly royalty 755,500 NET. Some will only want to pay .10/bbl for Santa Rosa water, however there is a potential to sell 'cement water' at a possible rate of 1.75/bbl d. Cash Flow: Oil buyers will pay the next month, some water customers will pay Net 30, some Net 60-90. Revenues should start coming in 2 months from operations. The Debtor, with assistance from the proposed Lessee has made projections of salt water disposal operations. The potential royalty to the Debtor is listed as "Landowner Royalty 10%" and projects between $9,375 to $37,500 per month, once sales begin. The permitting and drilling operations are projected to take between 6 and 12 months. There is no cost to the Debtor. The Lessee can be reached at: RAINS ENERGY, LLC 5914 Sheffield Drive San Angelo, TX 76901 About C.K. Investments C.K. Investments, Inc., was an active water hauling business for the oil and gas industry for the Permian Basin, with its primary office and yard, approximately 8 miles south of Midland. It had also maintained several field offices throughout the region. The company leased and operated water and frac tanks as well as truck- trailers. Its principal, Clayton Kennedy, has been in the water business in the Permian Basin for approximately 30 years. C.K. Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-60008) on Jan. 9, 2016. The petition was signed by Clayton Kenedy, president. The case is assigned to Judge Robert L. Jones. Ronald M. Mapel, Esq., is the bankruptcy counsel of the Debtor. Johnson Law Offices is the Debtor's special counsel. CAMPBELL'S RENTS: Taps Magee Goldstein as Legal Counsel ------------------------------------------------------- Campbell's Rents Co., LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Virginia to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Magee Goldstein Lasky & Sayers, P.C. to, among other things, give legal advice regarding its duties under the Bankruptcy Code; represent it in any potential asset sale and financing transaction; negotiate with creditors; and prepare a bankruptcy plan. The hourly rates charged by the firm for the services of its attorneys range from $225 to $375. Paraprofessionals charge $115 per hour. The attorneys who are expected to handle the Debtor's case are: Andrew Goldstein $375 Garren Laymon $275 M. Coleman Adams $225 Andrew Goldstein, 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: Andrew S. Goldstein, Esq. Magee Goldstein Lasky & Sayers, P.C. P.O. Box 404 Roanoke, VA 24003-0404 Tel: (540) 343-9800 Fax: (540) 343-9898 Email: agoldstein@mglspc.com Campbell's Rents Co. LLC Campbell's Rents Co., LLC is a small organization in the equipment rental and leasing companies industry. It was founded in 2011 and is based in Bristol, Virginia. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 17-71023) on August 1, 2017. Travis Campbell, manager, 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 Paul M. Black presides over the case. CAROLINE SCHMIDT: $640K Sale of Milwaukee Property Approved ----------------------------------------------------------- Judge Beth E. Hanan of the U.S. Bankruptcy Court for the Eastern District of Wisconsin authorized Caroline Marie Schmidt's sale of real property located at 2121 East Lafayette Place, Milwaukee, Wisconsin, to Randy Bryant for $640,000. The sale is free and clear of liens and encumbrances, with the liens and encumbrances to attach to the proceeds of sale. Equitable Bank, S.S.B. would be satisfied with sale proceeds of $87,080, coupled with the current accuracy of the pro forma closing statement. Caroline Marie Schmidt filed her voluntary petition for relief under Chapter 13 of Title 11 United States Code on Feb. 2, 2017. The case was converted to Chapter 11 (Bankr. E.D. Wis. Case No. 17-20798-beh) on May 31, 2017. CCO HOLDING: Fitch Rate New Sr. Unsec. Notes Due 2028 'BB+' ----------------------------------------------------------- Fitch Ratings has assigned a 'BB+/RR4' rating to CCO Holding, LLC's (CCOH) proposed issuance of senior unsecured notes due 2028. CCOH is an indirect, wholly owned subsidiary of Charter Communications, Inc. (Charter). CCOH's Issuer Default Rating (IDR) is currently 'BB+' with a Stable Outlook. The company is expected to use net proceeds to pay related fees and expenses and for general corporate purposes, including buybacks of Class A common stock of Charter or common units of Charter Communications Holdings, LLC (CCH), a subsidiary of Charter. As of July 25, 2017, Charter had $3 billion available under its Class A common stock buyback program, an amount that excludes any potential buybacks of CCH common units. Pro forma for this issuance and notes issued in July 2017, Charter had approximately $64.3 billion of debt outstanding as of June 30, 2017, including $47.4 billion of senior secured debt. The issuance is in line with Fitch's expectation that Charter will issue debt using additional debt capacity created primarily through EBITDA growth. Proceeds from future prospective debt issuances issued under additional debt capacity created are expected to be used for investment in the business, accretive acquisitions and shareholder returns. Charter management has stated it plans to target the low end of its target leverage range of 4x to 4.5x. KEY RATING DRIVERS M&A Activity Credit-Positive: In May 2016, Charter completed its merger with TWC and acquisition of Bright House Networks (Bright House; collectively, the transactions). Fitch continues to view the transactions positively and believes they strengthen Charter's overall credit profile. Fitch estimates that on a pro forma basis for the last 12 months (LTM) ended June 30, 2017, including recent debt issuances, Fitch-calculated gross leverage was 4.3x while senior secured leverage was 3.2x. Integration Key to Success: Charter's ability to continue managing the simultaneous integration of two transactions and limit disruption to its overall operations is critical. Charter is also managing the transition to all-digital services and the introduction of its interactive IP-based video user interface across the TWC and Bright House systems. Similar efforts in their legacy systems boosted ARPU and accelerated growth in revenue, EBITDA margin and FCF. Credit Profile Changes: As of June 30, 2017, Charter served 26.8 million customer relationships and is the country's second largest cable multiple-system operator (MSO). LTM revenue and EBITDA totalled approximately $40.8 billion and $15.0 billion, respectively. Charter's pro forma total leverage and senior secured leverage have declined since peaking at 4.4x and 3.5x, respectively, at June 30, 2016. The decline was driven primarily by EBITDA growth as Charter benefited from ongoing operating improvements. Improving Operating Momentum: Charter's operating strategies are having a positive impact on the company's operating profile, resulting in a strengthened competitive position. The market-share-driven strategy, which is focused on enhancing the overall competitiveness of Charter's video service and leveraging its all-digital infrastructure, is improving subscriber metrics, growing revenue and average revenue per unit (ARPU) trends, and stabilizing operating margins. Debt Capacity Growth: Charter management has stated it plans to target the low end of its target net leverage range of 4x to 4.5x. Fitch expects Charter to continue to create additional debt capacity and remain within its target leverage primarily through EBITDA growth. Proceeds from prospective debt issuances under additional debt capacity created are expected to be used for investment in the business, accretive acquisitions and shareholder returns. Fitch does not expect Charter to maintain significant cash balances resulting in total gross leverage roughly equating to total net leverage over the rating horizon. KEY ASSUMPTIONS Fitch's key assumptions within Fitch ratings case for the issuer include: Revenue: Revenues are projected to grow mid-single digits over the rating horizon driven by an improvement in overall customer relationships and mid-single digit ARPU growth. Fitch expects continued low single digit declines in video customers as the industry struggles to offset the increasingly competitive environment. However, HSD customer growth at 5%-7% annually should more than offset these losses, with HSD total revenues surpassing video total revenues for the first time in 2019. Although telephone customers continue growing at low single digits, telephone total revenues fall due to declining telephone ARPU. EBITDA Margin: Improves more than 250 bp through 2020 as Charter benefits from revenue growth and realizes the significant integration opportunities from the transactions. Fitch expects Charter to realize the full $1 billion of run rate integration synergies by 2020. Capex: Expected to remain at approximately 18% of revenues due to integration of the transactions and product development investments, including investments related to the company's planned wireless offering. Free Cash Flow (FCF): Fitch expects Charter to generate $4 billion to $4.5 billion of annual FCF over the investment horizon. Debt Issuance: Fitch expects Charter to issue debt annually to fund annual maturities and to take advantage of additional debt capacity created by EBITDA improvement. Proceeds from prospective debt issuances under this additional debt capacity are expected to be used for investment in the business, accretive acquisitions and shareholder returns. Fitch expects Charter to create annual debt capacity of more than $4 billion to $5 billion annually and still remain at the low end of its target net leverage of 4x to 4.5x given the expected EBITDA improvement. Capital Allocation: Fitch expects Charter to use cash on hand, FCF and additional debt capacity created by EBITDA improvement for accretive acquisitions and shareholder returns. Fitch does not include any acquisitions over the investment horizon and annual shareholder returns are expected to increase from $7 billion in 2017 to $10.5 billion by 2020. Fitch does not expect Charter to maintain significant cash balances resulting in total gross leverage roughly equating to total net leverage over the rating horizon. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action: -- Integrating the transactions while limiting disruption in the company's overall operations and demonstrating continued progress in closing gaps relative to its industry peers in service penetration rates and strategic bandwidth initiatives. -- A strengthening operating profile as the company captures sustainable revenue and cash flow growth and the reduction and maintenance of total leverage below 4.0x. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action: -- A leveraging transaction or adoption of a more aggressive financial strategy that increases leverage beyond 5.5x in the absence of a credible deleveraging plan. -- A perceived weakening of Charter's competitive position or failure of the current operating strategy to produce sustainable revenue and cash flow growth and strengthening operating margins. CCO HOLDINGS: Moody's Rates Proposed $1BB Sr. Unsecured Notes B1 ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to the proposed $1 billion senior unsecured notes of CCO Holdings, LLC (CCOH), a wholly-owned subsidiary of Charter Communications, Inc. (Charter). The new notes will mature in 2028, with proceeds from the issuance being used for general corporate purposes, including repurchasing shares. Charter's Ba2 corporate family rating (CFR) and stable outlook remain unchanged. Assignments: Issuer: CCO Holdings, LLC -- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD 5) RATINGS RATIONALE Charter's Ba2 corporate family rating (CFR) is supported the company's large scale and moderate leverage. Following the acquisitions of Time Warner Cable (TWC) and BrightHouse Networks (BHN) in May 2016, Charter became the second largest cable operator in the US with after Comcast (A3, Stable) and third largest pay-TV provider after DIRECTV (unrated) and Comcast. Pro forma for this new debt issuance, leverage for the last twelve months ended 6/30/2017 was 4.3x (including Moody's adjustments), which in addition to its solid free cash flow supports the company's Ba2 CFR. Charter has leading broadband infrastructure and a growing commercial segment. Moody's anticipates Charter will grow EBITDA in the mid-single digit range over the next 12 months and continue to grow free cash flow. Charter's financial policy remains a key driver of the rating as management has stated that it would like to keep net debt-to-EBITDA in the 4.0-4.5x range (before Moody's adjustments). The stable outlook reflects Moody's expectations that Charter's debt-to-EBITDA (incorporating Moody's standard adjustments) will be sustained below 4.5x over the rating horizon and the company will continue to generate positive free cash flow and maintain good liquidity. Moody's would consider an upgrade of the ratings with continued improvements in both financial and operating metrics and a commitment to a better credit profile. Specifically, Moody's could upgrade the CFR based on expectations for sustained leverage below 4.0x debt-to-EBITDA and free cash flow-to-debt in excess of 5%, along with maintenance of good liquidity. A higher rating would require commitment to the stronger credit metrics, as well as product penetration levels more in line with industry peers, and growth in revenue and EBITDA per homes passed. Moody's would likely downgrade ratings if another sizeable debt funded acquisition, ongoing basic subscriber losses, declining penetration rates, and/or a reversion to more aggressive financial policies contributed to expectations for sustained leverage above 4.5x debt-to-EBITDA (including Moody's standard adjustments) or sustained low single digit or worse free cash flow-to-debt. One of the largest US domestic cable multiple system operators serving about 26.8 million customers, 23.3 million broadband subscribers, 17.1 million video subscribers and 11.2 million voice subscribers, Charter Communications, Inc. maintains its headquarters in Stamford, Connecticut. Total revenue for the last twelve months ended 6/30/2017 was approximately $41 billion. The principal methodology used in this rating was Global Pay Television - Cable and Direct-to-Home Satellite Operators published in January 2017. CCO HOLDINGS: S&P Rates New $1BB Unsecured Debt 'BB+' ----------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '4' recovery rating to CCO Holdings LLC and CCO Holdings Capital Corp.'s $1 billion unsecured notes due 2028. The '4' recovery rating reflects S&P's expectation for average (30%-50%; rounded estimate: 30%) recovery in a simulated default scenario. The company intends to use the proceeds for general corporate purposes, which could include share repurchases. The 'BB+' corporate credit rating on parent Charter Communications Inc. is unchanged, as we continue to expect leverage to remain between 4x and 4.5x for the foreseeable future. RECOVERY ANALYSIS Key analytical factors S&P's simulated default scenario contemplates lower revenue due to an acceleration of video subscriber declines and an inability to offset video declines with broadband growth due to heightened competition. Other default assumptions include: the revolver is 85% drawn, LIBOR rises to 2.5%, the spread on the credit facilities rises to 5% as covenant amendments are obtained as credit deteriorates, and all debt includes six months of prepetition interest. S&P values Charter at a 7x multiple of emergence EBITDA, which is at the high end of the 5x-7x range it uses for pay-TV providers given its incumbent market positions, programming synergies enabled by its scale, and its geographic diversification. Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA at emergence: $8.4 billion -- EBITDA multiple: 7x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $55.7 billion -- Value available to secured debt claims: $55.7 billion -- Secured debt claims: $49.8 billion --Recovery expectations: 90% to 100% (rounded estimate: 95%) -- Total value available to unsecured claims: $5.9 billion -- Senior unsecured debt: $17.4 billion --Recovery expectations: 30%-50% (rounded estimate: 30%) RATINGS LIST Charter Communications Inc. Corporate credit rating BB+/Stable/-- New Ratings CCO Holdings LLC CCO Holdings Capital Corp. Senior Unsecured $1 bil nts due 2028 BB+ Recovery rating 4 (30%) CENTRAL LAUNDRY: Hires Offit Kurman as Special Litigation Counsel ----------------------------------------------------------------- Central Laundry, Inc., dba Olympic Linen Bellmawr Laundry LLC, dba Liberty Laundry, seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Offit Kurman, P.A. as special litigation counse, nunc pro tunc to July 13, 2017. Prior to the petition date, the Secretary of Labor, the U.S. Department of Labor commenced certain litigation against the Debtor and its principals, George Rengepes and Jimmy Rengepes. The litigation is pending the in the U.S. District Court for the Eastern District of Pennsylvania at Civil Action No. 2:15-cv-01502. The litigation involves certain alleged violations of the Fair Labor Standards Act (the "FLSA"). Paul J. Winterhalter's current hourly rate is $375 but some work may be done by associate attorneys or paralegals at a lower hourly rate. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the petition date, the firm provided services to the Debtor and is owed in excess of $164,000 which sum Offit Kurman is not waiving. Offit Kurman received the sum of $17,000 from the Debtor within 90 days of the petition date. From February 2, 2017 to May 2, 2017, the Debtor paid Offit Kurman the sum of $1,500 per week which payment was less than the weekly subsequent new value provided by the firm. Paul J. Winterhalter, partner of Offit Kurman, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Offit Kurman can be reached at: Paul J. Winterhalter, Esq. OFFIT KURMAN, P.A. Ten Penn Center 1801 Market Street, Suite 2300 Philadephia, PA 191013 Tel: (215) 564-4119 E-mail: pwinterhalter@pjw-law.com About Central Laundry Inc. Central Laundry, Inc., which does business under the name Olympic Linen, operates a commercial laundry and linen service for the restaurant and hospitality industry. Its headquarters is located at 615 Industrial Park Drive, Lansdowne, Pennsylvania. Central Laundry previously filed for Chapter 11 protection (Bankr. E.D. Pa. Case No. 16-10666) on Feb. 1, 2016, estimating its assets and liabilities of less than $50,000. Paul J. Winterhalter, Esq., at the Law Offices of Paul J. Winterhalter, P.C., served as the Debtor's bankruptcy counsel in the 2016 case. Central Laundry, Inc. and its New Jersey-based affiliate Bellmawr Laundry LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case Nos. 17-13172 and 17-13189) on May 3, 2017. The petitions were signed by George Rengepes, president and member. At the time of the filing, each of the Debtors estimated their assets and debts at $1 million to $10 million. The cases are assigned to Judge Eric L. Frank. The Debtors tapped Maschmeyer Karalis P.C. as legal counsel, and Asterion Inc. as financial advisor. CHARIOTS OF PALM: Hires McLaughlin & Stern as Counsel ----------------------------------------------------- Chariots of Palm Beach, Inc. seeks authorization from the US Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, to employ Steven S. Newsburg and the law firm of McLaughlin & Stern, LLP as counsel. Professional service Steven S. Newburg will provide are: a. advise the Debtor about its powers and duties as debtor in possession regarding the continued management of its business operations in conjunction with the proposed Chief Restructuring Offices, Michael Phelan; b. advise the Debtor about financial agreements, debt restructuring, cash collateral, if any, and other financial transactions; c. review and advise the Debtor about the validity of claims and liens asserted against Debtor's property and interests; d. advise the Debtor about actions to collect and recover property for the benefit of the Debtor's estate; e. prepare for the Debtor the motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the Chapter 11 proceedings; f. counsel the Debtor about all aspects of a Plan of Reorganization and related documents and filing; and g. perform for the Debtor all other necessary and advisable legal services in the Chapter 11 proceedings. Steven S. Newsburg, shareholder at McLaughlin & Stern, LLP, attests that neither he nor his firm has any connection to the creditors, other parties in interest, or their respective attorneys. The Firm does not represent any interest adverse to the Debtor as that term is defined in 11 U.S.C. Sec. 101(14). Steven S. Newsburg and the law firm of McLaughlin & Stern, LLP received a retainer in the amount of $75,000 from the Debtor. The retainer will be applied on account of legal fees and expenses incurred in representing the Debtor. The Firm can be reached through: Steven S. Newsburg, Esq. MCLAUGHLIN & STERN, LLP CityPlace Office Tower 525 Okeechobee Boulevard, Suite 1700 West Palm Beach, FL 33401 Tel: (561) 659-4020 Fax: (561) 659-5399 Email: snewburgh@mclaughlinstern.com About Chariots of Palm Beach Chariots of Palm Beach -- http://www.chariotsofpb.com-- is an exclusive dealer of luxury cars, both used and new. The Company also offers for rent luxury automobiles. Based in West Palm Beach, Florida, Chariots of Palm Beach filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-19455) on July 27, 2017. The petition was signed by Charles Sharoubim, president. The Hon. Paul G. Hyman, Jr. presides over the case. Steven S Newburgh, Esq. at McLaughlin & Stern, LLP represents the Debtor as counsel. At the time of filing, the Debtor estimates $1 million to $10 million in total assets and $10 million to $50 million in total liabilities. CHILDRESS GATEWAY: Hires Joyce Lindauer as Counsel -------------------------------------------------- Childress Gateway Enterprise, Inc. seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Joyce W. Lindauer Attorney, PLLC as counsel. The Debtor requires the law firm to: -- effectuate a reorganization; -- propose a plan of reorganization; and -- move forward in the bankruptcy proceeding. The law firm will be paid at these hourly rates: Joyce W. Lindauer $395 Sarah M. Cox, Associate $225 Jamie N. Kirk, Associate $195 Jeffery M. Veteto, Associate $185 Dian Gwinnup, Paralegal $125 Paralegals and Legal Assistants $65-$125 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the petition date, the firm received a retainer of $6,717 which included the filing fee of $1,717 in connection with this proceeding. Joyce W. Lindauer, owner of the law firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The firm can be reached at: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 About Childress Gateway Headquartered in Richardson, Texas, Childress Gateway Enterprise, Inc. dba Econo Lodge owns the Econo Lodge located at 1804 Ave. F N.W., Childress, Texas, 79201. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 17-41406) on June 30, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Manherlal B. Patel, president. Judge Brenda T. Rhoades presides over the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's bankruptcy counsel. CIG INVESTMENTS: Hires Rotstein Law Office as Bankruptcy Counsel ---------------------------------------------------------------- CIG Investments, LLC, seeks authorization from US Bankruptcy Court for the Western District of Washington, Tacoma Division, to employ Olga Rotstein and the law firm of Rotstein Law Office, P.C., as its bankruptcy counsel. Professional services to be rendered by Rotstein Law Office, P.C. are: (a) to give the Debtor legal advice with respect to their powers and duties as debtor-in-possession in the continued operation of its businesses and management of its property; (b) to take necessary action to protect and preserve the Debtor's bankruptcy estate including avoidance of any liens subject to the avoiding power of debtor-in-possession, the defense of any action commenced against the Debtor, negotiations concerning litigation in with debtor are involved, objections to claims filed against debtor in this bankruptcy case, and the compromise or settlement of claims; (c) to prepare on behalf of the debtor all necessary applications, answers, orders, reports, and other legal papers; (d) to prepare a chapter 11 plan and disclosure statement and related documents, and to take steps necessary to confirm and implement the proposed plan; and (e) to perform any and all other legal services for the debtor which may be necessary. CIG Investments wishes to pay the attorneys and the law firm under a general retainer agreement at their regularly hourly rates, from $190.00 to $300.00 per hour for attorneys, and from $135.00 to $190.00 for paraprofessionals, enrolled agents, legal assistants or Rule 9 Interns. Olga Rotstein attests that Rotstein Law Office, P.C. represents no other entity in connection with this case, is not a creditor of the estate, is disinterested as that term is defined in 11 U.S.C. Sec. 101(14), and represents or holds no interest adverse to the interests of the estate with respect to the matters on which it is to be employed. The Firm can be reached through: Olga Rotstein, Esq. Rotstein Law Office, P.C. 10 148th Ave NE, Ste. 201 Bellevue, WA 98007 Tel: (206) 579-8823 E-mail: olga.bankruptcy@gmail.com About CIG Investments Based in Tacoma, Washington, CIG Investments, LLC, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-42424) on June 22, 2017, listing under $1 million in both assets and liabilities. The Debtor is represented by Olga Rotstein, Esq., as counsel. CLINE GRAIN: Can Use Up To $20K Cash for Maas Marketing Fees ------------------------------------------------------------ Judge Jeffrey J. Graham of the U.S. Bankruptcy Court for the Southern District of Indiana issued an order authorizing Cline Grain, Inc., to utilize cash collateral and pay $20,338 to Maas Companies, Inc. for Maas Companies' marketing fees. Maas Companies was employed as an auctioneer to assist New Winchester Properties, LLC in marketing and auctioning its grain elevators. The Debtor has sent its Cash Collateral Motion to all parties that may have asserted an interest in its cash collateral, including Wells Fargo Bank, National Association; Pinnacle Agriculture Distribution, Inc.; as well as six individuals who may have asserted claims in the cash collateral by virtue of not being paid by the Indiana Grain Buyers and Warehouse Licensing Agency. The Court finds that no objection was filed to the Cash Collateral Motion. A full-text copy of the Order, dated August 1, 2017, is available at https://is.gd/mzf5BV About Cline Grain, et al. Cline Grain, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case Nos. 17-80004) on Jan. 3, 2017. Chapter 11 petitions were also simultaneously filed by Cline Transport, Inc. (Case No. 17-80005), New Winchester Properties, LLC (17-80006), Michael B. Cline and Kimberly A. Cline (Case No. 17-00013) and Allen L Cline and Teresa A. Cline (Case No. 17-00014). Allen Cline, as authorized representative, signed the petitions. The cases are assigned to Judge Jeffrey J. Graham. On Jan. 10, 2017, the Court ordered the joint administration of all the Debtors' cases under Case No. 17-80004. The Debtors are represented by Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC. At the time of the filing, the Debtors reported these assets and liabilities: Estimated Estimated Assets Liabilities ---------- ----------- Cline Grain, Inc. $0-$50K $1M-$10M Cline Transport, Inc. $500K-$1M $1M-$10M New Winchester Properties $10M-$50M $1M-$10M No official committee of unsecured creditors has been appointed in the Chapter 11 cases. CLINE GRAIN: Patton Buying Kingman Property for $24K ---------------------------------------------------- Cline Grain, Inc., asks the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the sale by auction, nunc pro tunc to June 29, 2017, of real property located at 625 E. State Street, Kingman, Indiana, Parcel Id. No. 23-15-36-118-001.000-021, which contains approximately 1.787 acres, to Rick Patton for $24,380. The Debtor owns the Real Estate which contains a storage building and does not contain an elevator. Although not an elevator, the Real Estate was auctioned by Maas Cos., Inc. at the auction, which took place on June 29, 2017. There was interest in the Real Estate at that time, and there were many bidders at the auction. The bid procedures that applied to the Elevator sales were followed in all respects to the Real Estate's sale. Its sale was conducted in the same manner as the Elevator sales and with the same parties. The Real Estate was advertised along with the Elevators, however, it was indicated that additional Court authority was needed to sell the Real Estate. Due to the fact that all parties thought a good price could be reached by selling the Real Estate at the auction, the Real Estate was offered for sale and competitive bidding took place, subject of course to court authority. The Winning bidder was aware by the nature of the Purchase Agreement that the sale needed court approval. The prospective buyer has offered at the auction the sum of $23,000 plus a buyer's premium of $1,380. The prospective buyer has tendered the down payment and is prepared to close upon the Court entering an Order approving the sale nunc pro tunc to June 29, 2017. A copy of the Purchase Agreement is attached to the Motion is available for free at: http://bankrupt.com/misc/Cline_Grain_383_Sales.pdf All the debt of the Debtor has been fully disclosed in the schedules and amendments thereto filed in the matter. The complete schedules were filed on the Petition Date, and have been amended as needed to insure full disclosure of any and all debts. There are no liens on the Real Estate other than taxes so the net proceeds will be available for the Debtor's Estate. There may be covenants and restrictions that run with the Real Estate. The Debtor is not -- by the Sale Motion -- asking to sell free and clear of any such covenant or restriction. The Debtor believes the sale of the Real Estate is in the best interest of the estate and creditors. There are no contingencies of sale, including the buyer seeking financing. For the reasons, and because the Real Estate's sale was the result of a public auction after significant marketing and exposure to the general public, the Debtor submits that the Purchase Agreement is a result of arms-length and good-faith negotiations. The Debtor also asks that if no objections are filed or pending at the time of hearing on the Motion, that the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. The Purchaser can be reached at: Rick Patton 9484 N 525 W Kingman, IN 47952 About Cline Grain, et al. Cline Grain, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case Nos. 17-80004) on Jan. 3, 2017. Chapter 11 petitions were also simultaneously filed by Cline Transport, Inc. (Case No. 17-80005), New Winchester Properties, LLC (17-80006), Michael B. Cline and Kimberly A. Cline (Case No. 17-00013) and Allen L Cline and Teresa A. Cline (Case No. 17-00014). Allen Cline, as authorized representative, signed the petitions. The cases are assigned to Judge Jeffrey J. Graham. On Jan. 10, 2017, the Court ordered the joint administration of all the Debtors' cases under Case No. 17-80004. The Debtors are represented by Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC. At the time of the filing, the Debtors reported these assets and liabilities: Estimated Estimated Assets Liabilities ---------- ----------- Cline Grain, Inc. $0-$50K $1M-$10M Cline Transport, Inc. $500K-$1M $1M-$10M New Winchester Properties $10M-$50M $1M-$10M No official committee of unsecured creditors has been appointed in the Chapter 11 cases. COMBIMATRIX CORP: Incurs $370,000 Net Loss in Second Quarter ------------------------------------------------------------ Combimatrix Corporation reported a net loss of $370,000 on $4.24 million of total revenues for the three months ended June 30, 2017, compared to a net loss of $1.23 million on $3.10 million of total revenues for the three months ended June 30, 2016. The improvement in net loss was due primarily to the 36.5% increase in total revenues coupled with improved gross margins. The Company reported a net loss of $888,000 on $8.02 million of total revenues for the six months ended June 30, 2017, compared to a net loss of $2.72 million on $6.07 million of total revenues for the six months ended June 30, 2016. The higher net loss in the 2016 period reflected one-time, non-cash charges of $1.9 million related to deemed dividends from the issuance of Series F convertible preferred stock and warrants in the $8.0 million public offering that closed on March 24, 2016. This increase was partially offset by the reversal of the $890,000 Series E deemed dividend recognized in 2015 from the repurchase of those securities upon closing of the public offering, partially reduced by the $656,000 deemed dividend paid to the Series E investors in February of 2016. As of June 30, 2017, Combimatrix had $8.11 million in total assets, $2.16 million in total liabilities and $5.95 million in total stockholders' equity. Total operating expenses were $4.6 million for the second quarter of 2017 compared with $4.3 million for the prior-year comparable period. The increase was due primarily to higher cost of services expenses associated with increased testing volumes and increased general and administrative expenses associated with increased legal costs from merger-related activities, partially offset by lower sales and marketing expenses related to optimized headcount in the field. Gross margin improved to 63.1% for the second quarter of 2017 from 53.0% for the second quarter of 2016, driven primarily by improved average reimbursement per test reflected above as well as from cost containment strategies undertaken in recent periods. The Company reported $3.0 million in cash, cash equivalents and short-term investments as of June 30, 2017, compared with $3.7 million as of Dec. 31, 2016. The Company used $112,000 and $607,000 in cash to fund operating activities during the quarter and six months ending June 30, 2017, respectively, compared with $0.9 million and $2.5 million in cash to fund operating activities during the quarter and six months ended June 30, 2016, respectively. The significant decrease in cash used to fund operating activities in the 2017 periods resulted primarily from improved cash reimbursement of $3.8 million and $7.2 million for the three and six months ended June 30, 2017, respectively, compared with $3.0 million and $5.4 million for the three and six months ended June 30, 2016, respectively. A full-text copy of the press release is available for free at: https://is.gd/cGpD90 About CombiMatrix Corporation CombiMatrix Corporation provides best-in-class molecular diagnostic solutions and comprehensive clinical support to foster the highest quality in patient care. CombiMatrix specializes in pre-implantation genetic diagnostics and screening, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Our testing focuses on advanced technologies, including single nucleotide polymorphism chromosomal microarray analysis, next-generation sequencing, fluorescent in situ hybridization and high resolution karyotyping. Additional information about CombiMatrix is available at www.CombiMatrix.com or by calling (800) 710-0624. CombiMatrix reported a net loss attributable to common stockholders of $5.78 million on $12.86 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $7.65 million on $10.08 million of total revenues for the year ended Dec. 31, 2015. "We have a history of incurring net losses and net operating cash flow deficits. We are also deploying new technologies and continue to develop new and improve existing commercial diagnostic testing services and related technologies. As a result, these conditions raise substantial doubt regarding our ability to continue as a going concern beyond twelve months from the date of this filing. However, as of March 31, 2017, we had cash, cash equivalents and short-term investments of $3.2 million. Also, the combination of continued revenue and cash reimbursement growth as we have seen over the past several quarters, coupled with improved gross margins and cost containment of expenses leads management to believe that it is probable that our cash resources will be sufficient to meet our cash requirements for current operations through and beyond the fourth quarter of 2017, when we anticipate achieving cash flow break-even status. If necessary, management also believes that it is probable that external sources of debt and/or equity financing could be obtained based on management's history of being able to raise capital coupled with current favorable market conditions. As a result of both management's plans and current favorable trends in improving cash flow, we believe the initial conditions which raised substantial doubt regarding our ability to continue as a going concern have been alleviated. Therefore, the accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. However, there can be no assurance that our operations will become profitable or that external sources of financing, including the issuance of debt and/or equity securities, will be available at times and on terms acceptable to us, or at all," the Company stated in its quarterly report on Form 10-Q for the quarter ended March 31, 2017. CORNERSTONE APPAREL: Committee Taps Lewis Brisbois as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Cornerstone Apparel, Inc. seeks authority from the US Bankruptcy Court for the Central District of California, Los Angeles Division, to retain Lewis Brisbois Bisgaard & Smith, LLP as general bankruptcy counsel, effective as of July 13, 2017. Services to be rendered by Lewis Brisbois are: a. advise the Committee concerning rights, powers and responsibilities under the Bankruptcy Code; b. provide aid and assistance in dealing with the Debtor in the administration of the case, including limitation, advises in communicating with the Committee's constituents regarding significant matters in the case; c. assist and advise the Committee in any proposed sale of the Debtor's assets; d. provide representation in all negotiations and proceedings involving the Debtor, creditors, and other parties in interest relating to, inter alia, the administration of the estate, terms of the Debtor's Chapter 11 plan, and all other legal aspects of the Debtor's Chapter 11 case; e. assist the Committee's investigation of the acts, conduct assets, liabilities and financial condition of the Debtor and of the operation of the Debtor's business and any other matters relevant to the case; f. assist the Committee in requesting the appointment of a trustee or examiner, or conversion or dismissal of the Chapter 11 case, should such actions be necessary; g. represent the Committee in all hearings and other proceedings; h. review and analyze all applications, orders, financial statements, and schedules of the Debtor and advise the Committee accordingly; i. assist the Committee in the preparation of agreements, motions, applications, responses, orders, complaints, and any other pleadings necessary to further the Committee's interests in accordance with the powers and duties established by the Bankruptcy Code. Scott Lee, partner with Lewis Brisbois Bisgaard & Smith, LLP, attests that his firm is a "disinterested person" as defined in 11 U.S.C. Sec. 101(14). The current billing rates for the firm's attorneys range from $295 to $550 per hour, and paraprofessionals will bill at an hourly rates of $150.00. The Firm can be reached through: Scott Lee, Esq. Lovee D. Sarenas, Esq. LEWIS BRISBOIS BISGAARD & SMITH LLP 633 West 5th Street, Suite 4000 Los Angeles, CA 90071 Tel: 213-350-1800 Fax: 213-250-7900 Email: Scott.Lee@lewisbrisbois.com Lovee.Sarenas@lewisbrisbois.com About Cornerstone Apparel Inc. Cornerstone Apparel, Inc., which operates a chain of apparel stores under the name Papaya Clothing, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 17-17292) on June 15, 2017. The petition was signed by Tae Y. Yi, president. The Debtor estimated assets of $1 million to $10 million and debt of $10 million to $50 million. Papaya Clothing -- http://www.papayaclothing.com/-- caters to teens, juniors and the "young at heart", and focuses on the 16 to 25 year old age group. Papaya is headquartered in Commerce, California, and had a workforce of 1,300 employees at the time of the bankruptcy filing. As of June 15, 2017, Papaya owned and operated more than 80 retail stores located shopping centers and malls throughout the United States. Judge Vincent P. Zurzolo presides over the case. Levene, Neale, Bender, Yoo & Brill L.L.P. represents the Debtor as bankruptcy counsel. The Debtor hired the Law Offices of Steven C. Kim & Associates as its special counsel. CS MINING: Exclusive Plan Filing Deadline Extended Through Oct. 30 ------------------------------------------------------------------ Judge William T. Thurman of the U.S. Bankruptcy Court for the District of Utah has signed an order extending CS Mining, LLC's exclusive periods (a) for filing a plan of reorganization or liquidation through October 30, 2017, and (b) for soliciting acceptances of a plan of reorganization or liquidation through December 29, 2017. The order also provides that the established exclusivity periods will terminate in the event that the Court subsequently enters an order appointing a trustee. As reported by the Troubled Company Reporter on March 13, 2017, the Court previously extended the Debtor's exclusive plan filing period through July 31, 2017, and the corresponding exclusive plan solicitation period through Sept. 30. The Debtor originally sought for a Sept. 30 plan filing deadline and a Nov. 30 exclusive plan solicitation deadline. The Debtor said the extension of the Exclusive Periods was justified by the significant progress it has made in this Chapter 11 case. The Debtor told the Court that it had made significant progress in the Chapter 11 case. In the initial period post-relief date, the Debtor dedicated the majority of its time to obtaining the debtor-in-possession financing and preparing for its anticipated Bankruptcy Code Section 363 sale. In addition, during this case, the Debtor's management had focused on responding to the many time-consuming demands that inevitably accompanied the commencement of the Chapter 11 case including, among other things, responding to inquiries from, and otherwise dealing with, the Debtor's utilities, the Debtor's customers, the Committee and other parties-in-interest with questions regarding the Chapter 11 case; obtaining approval of, and administering, myriad motions designed to minimize the disruption of the Debtor's business during this Chapter 11 case; complying with various procedural requirements under the Bankruptcy Code, including the filing of monthly operating reports; and engaging in discussions with all parties-in-interest in an attempt to negotiate a consensual path forward that maximizes value for the estate. The Debtor said that it had also spent significant time addressing the complex pending litigation and Rule 9019 settlement motions. The Debtor contended that resolution of these issues will facilitate a clear picture forward and shape the parameters of a Chapter 11 plan. Until these issues are resolved, the potential form of any Chapter 11 plan involves too much uncertainty with too many variables to permit the current drafting of a plan in an efficient manner. Without an extension of the Exclusive Periods, the Debtor told the Court that it will run the risk of being distracted by one or more competing plans rather than focusing on maximizing recovery for creditors -- expiration of the Exclusive Periods would open yet another avenue of litigation and distraction for issues already before the Court, with the attendant drain on estate resources to the detriment of its creditors. After establishing a solid foundation for the Chapter 11 case, the Debtor said that it had commenced litigation and filed the pending 9019 motions, resolution of which will facilitate the sale process and therefore inform the structure of the Chapter 11 plan. The Debtor told the Court that it had therefore made good faith progress towards the confirmation of a plan. About CS Mining, LLC CS Mining, LLC, is a mining and processing company headquartered in Milford, Utah. Purported creditors R.J. Bayer Professional Geologist, LLC; Minerals Advisory Group, LLC; Rollins Construction & Trucking, LLC; Rollins Machine, Inc.; and Oxbow Sulphur, Inc., filed an involuntary petition to put the Company into Chapter 11 bankruptcy (Bankr. D. Utah Case No. 16-24818) on June 2, 2016. Brahma Group, Inc., subsequently joined the petition. On Aug. 4, 2016, the Debtor filed its Notice of Filing Letter to the Consent and Proposed Form of Order, together with a proposed form of Order for Relief, which Order was entered by the Court on the Relief Date. Pursuant to the Order for Relief, CS Mining continues to operate its business and manage its properties as a debtor-in-possession pursuant to Chapter 11 of the Bankruptcy Code. Judge William T. Thurman presides over the case. The Petitioners are represented by Martin J. Brill, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P and George B. Hofmann, Esq., at Cohne Kinghorn PC. CS Mining tapped Snell & Wilmer L.L.P. as local counsel, and Pepper Hamilton LLP as its legal counsel, nunc pro tunc to June 2, 2016. FTI Consulting, Inc., as restructuring advisor. Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. The U.S. Trustee on Aug. 12, 2016, appointed an Official Committee of Unsecured Creditors. The Committee hired Levene, Neale, Bender, Yoo & Brill L.L.P. as lead counsel and Cohne Kinghorn as local counsel. CTI BIOPHARMA: Posts $1 Million Net Income in Second Quarter ------------------------------------------------------------ CTI BioPharma Corp. reported net income attributable to common shareholders of $1.04 million on $22.22 million of total revenues for the three months ended June 30, 2017, compared to a net loss attributable to common shareholders of $19.76 million on $7.36 million of total revenues for the three months ended June 30, 2016. For the six months ended June 30, 2017, CTI Biopharma reported a net los attributable to common shareholders of $18.78 million on $22.97 million of total revenues compared to a net loss attributable to common shareholders of $16.45 million on $43.83 million of total revenues for the same period during the prior year. The increase in total revenues for the second quarter compared to the same period in 2016 is primarily due to license and contract revenue that includes the recognition of payments received from the expansion of the license and collaboration agreement for PIXUVRI with Servier and the receipt of a payment from Teva Pharmaceutical Industries Ltd. related to the achievement of sales milestones for TRISENOX (arsenic trioxide). The decrease in total revenues for the six months of 2017 is primarily due to recognition of $32 million in milestone revenue related to pacritinib in the first quarter of 2016. Net product sales of PIXUVRI for the second quarter and six months ended June 30, 2017, were $0.3 million and $1.0 million, respectively, compared to $1.1 million and $2.3 million for the respective periods in 2016 As of June 30, 2017, CTI Biopharma had $86.33 million in total assets, $47.41 million in total liabilities and $38.92 million in total shareholders' equity. GAAP operating income for the second quarter was $5.3 million and GAAP operating loss for the six months was $14.0 million for the period ended June 30, 2017, compared to GAAP operating loss of $19.1 million and $14.9 million for the respective periods in 2016. Non-GAAP operating income, which excludes non-cash share-based compensation expense, for the second quarter was $6.4 million and non-GAAP operating loss for the six months was $11.1 million for the period ended June 30, 2017, compared to non-GAAP operating loss of $16.7 million and $8.8 million for the respective periods in 2016. Non-cash share-based compensation expense for the second quarter and six months ended June 30, 2017, was $1.1 million and $2.9 million, respectively, compared to $2.3 million and $6.2 million for the respective periods in 2016. Operating income in the second quarter of 2017 as compared to an operating loss for the same period in 2016 resulted primarily from the increase in license and contract revenue as mentioned above and decrease in research and development and selling, general and administrative expenses. As of June 30, 2017, cash and cash equivalents totaled $74.7 million, compared to $44.0 million at Dec. 31, 2016. Recent Highlights Clinical / Regulatory * In July 2017, the first patient was enrolled in PAC203, a Phase 2 clinical trial of pacritinib in patients with primary myelofibrosis who have failed prior ruxolitinib therapy. PAC203 is designed to evaluate the dose response relationship for safety and efficacy (spleen volume reduction at 12 and 24 weeks) of three dose regimens: 100 mg once-daily, 100 mg twice-daily (BID) and 200 mg BID. The 200 mg BID dose regimen was used in the Phase 3 PERSIST-2 trial of pacritinib in patients with myelofibrosis. The trial is expected to enroll up to approximately 105 patients. * In July 2017, the European Medicines Agency (EMA) validated the Marketing Authorization Application (MAA) for pacritinib for the treatment of patients with myelofibrosis who have thrombocytopenia (platelet counts less than 100,000 per microliter). Validation confirms that the submission is complete and initiates the centralized review process by the EMA's Committee for Medicinal Products for Human Use (CHMP). * In August 2017, enrollment was completed in the PIX306 Phase 3 trial of PIXUVRI (pixantrone). The PIX306 trial is evaluating PIXUVRI combined with rituximab in comparison to that of rituximab combined with gemcitabine in patients with aggressive B-cell non-Hodgkin lymphoma (NHL). PIXUVRI has previously been granted conditional marketing authorization from the European Commission for the treatment of adult patients with multiply relapsed or refractory aggressive B- cell NHL. The trial is being conducted as a post- authorization requirement of conditional marketing authorization. If positive, the results from this trial could support broader indications. Top-line results are event-driven and are expected in the first half of 2018. Financing and Partnerships * In June 2017, received gross proceeds of $45 million through an underwritten public offering. * In April 2017, CTI BioPharma announced the expansion of the existing license and development collaboration agreement with Servier for PIXUVRI. Under the expanded agreement, Servier will have rights to PIXUVRI in all markets except in the U.S. where CTI BioPharma will retain the commercialization rights. In May 2017, CTI BioPharma received EUR12 million from Servier, which includes EUR2 million for a new milestone previously achieved, and Servier purchased a certain amount of PIXUVRI drug product for an additional EUR0.9 million. CTI BioPharma is eligible to receive EUR76 million in additional sales and regulatory milestone payments as well as royalties on net product sales. Board of Directors * In July 2017, Laurent Fischer, M.D. was appointed to the Board of Directors. Dr. Fischer has more than 20 years of experience in developing and commercializing novel medicines in the biopharmaceutical industry and currently serves as liver therapeutic area head at Allergan following its acquisition of Tobira Therapeutics in 2016. * In June 2017, David Parkinson, M.D. was appointed to the BOD. Dr. Parkinson has significant experience in oncology clinical development and currently is president and chief executive officer of Essa Pharmaceuticals, Inc and has also served as a venture partner at New Enterprise Associates (NEA), Inc. since 2012 moving into the role of venture advisor to NEA in 2016. "Over the last quarter we have worked hard to become a leaner, more focused company that is adequately financed to meet our objectives," said Adam R. Craig, M.D., Ph.D., president and chief executive officer of CTI BioPharma. "The EMA validated the MAA for pacritinib which is now under review and the PAC203 trial is now enrolling. Our cash position has improved through an expanded partnership with Servier and the recent $45 million financing. Changes to the board have added three new independent board members with many years of experience in successfully developing and commercializing novel therapeutics." A full-text copy of the press release is available for free at: https://is.gd/pFjYuG About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a late-stage development pipeline, including pacritinib for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington. CTI Biopharma reported a net loss attributable to common shareholders of $52 million on $57.40 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $122.6 million on $16.11 million of total revenues for the year ended Dec. 31, 2015. DAVID GOODRICH: Taps Samuel Ruggiano for Engineering Services ------------------------------------------------------------- David Goodrich Properties, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Vermont to employ Samuel Ruggiano and Samuel Ruggiano Engineering Inc., a licensed civil engineering firm in Vermont, to assist with all site planning, subdivision planning, survey maps and permits necessary to get Town of Milton Approval for any development of the subject parcel. Among the Debtor's assets in this case is a parcel of land in Milton, Vermont on 496 Route 7 South which needs to be developed or sold or to engage investors to help fund the Chapter 11 Plan. The civil engineer agreed that the fees for his professional services will need to be approved by the Court and retainer declared. Mr. Ruggiano will be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Ruggiano, president of the civil engineering firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Mr. Ruggiano can be reached at: Samuel Ruggiano SAMUEL RUGGIANO ENGINEERING INC. 5 Lake St. St Albans City, VT 05478 Tel: (802) 524-9300 Fax: (802) 524-9700 About David Goodrich David Goodrich Properties LLC is a single real estate LLC that owns and manages real property on 496 Route 7 South in Milton, Vermont. David Goodrich is the sole member of the LLC. This property contains 11.5 +/-acres, and two buildings, one of which is unoccupied; the other contains a body shop that David Goodrich Properties leases out to Mike Slingerland. David Goodrich Properties has no employees, as it is essentially just a piece of real estate in the midst of development and permitting. It does rent out a piece of the property (the body shop) for $1,250 per month. It has no other income. David Goodrich Properties filed for Chapter 11 bankruptcy protection (Bankr. D. Vt. Case No. 16-11500) on Nov. 28, 2016, listing $1.4 million in assets and $804,000 in liabilities. Todd Taylor, Esq., at the Law Offices of Todd Taylor serves as the Debtor's bankruptcy counsel. DENNIS P. SORGE: FIC, et al., Allowed to File 2nd Amended Complaint ------------------------------------------------------------------- Plaintiffs Federal Insurance Company, Great Northern Insurance Company, and Pacific Indemnity Company filed a Motion for Leave to File Second Amended Complaint on May 24, 2017. Defendant Dennis P. Sorge filed a Memorandum in Opposition on May 31, 2017. Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the Eastern District of North Carolina entered judgment approving the Motion but with conditions. The adversary proceeding seeks entry of an order declaring that all debts owed by Mr. Sorge to Federal be excepted from discharge pursuant to 11 U.S.C. sections 523(a)(2) and (4). The purpose of the Motion is to add a discharge exception claim under Section 523(a)(4) for embezzlement and to revive the previously dismissed Section 523(a)(4) claim based on breach of fiduciary duty. Mr. Sorge maintains that the proposed Second Amended Complaint still does not allege sufficient facts to state a valid cause of action under 11 U.S.C. section 523(a)(4) (whether for breach of fiduciary duty or embezzlement) and that as a consequence the Motion should be denied as inherently futile. Mr. Sorge maintains that a claim for "embezzlement" under Section 523(a)(4) requires a showing of the following three elements: (1) appropriation of funds for the debtor's own benefit by fraudulent intent or deceit, (2) the deposit of the resulting funds in an account accessible only to the debtor, and (3) the disbursal or use of those funds without explanation of reason or purpose. Mr. Sorge also takes the position that Federal's proposed Second Amended Complaint does not sufficiently plead either of the first two cited elements -- that Mr. Sorge received any benefit from (or profited by) the alleged appropriation of funds by fraud or deceit, or that he deposited the money into "an account accessible only to the debtor." Federal contends that the test from the Bryant case relied upon by Mr. Sorge (and followed in Whyte and Chambers) misconstrues and misstates the elements of embezzlement applicable in Bankruptcy Code Section 523(a)(4) cases, and that neither direct "receipt of a benefit" nor deposit into a debtor's controlled account must be shown to satisfy an exception to discharge claim based on embezzlement. The test applied in Bryant appears to be based on a misreading of an older bankruptcy court case in Missouri, In re Beasely. The definition of embezzlement for Section 523(a)(2) purposes from Beasely is strikingly similar to that promulgated in this district in the York case, stating the term embezzlement is a "fraudulent appropriation of property by a person to whom such property has been entrusted or into whose hands it has lawfully come." The Beasely court then found that the facts in the case showed that the debtor (1) sold the creditor's secured grain stored in his possession; (2) deposited the sale proceeds into his bank account; and (3) subsequently used the funds for his own benefit. Based upon those facts, the Beasely court ruled pursuant to Section 523(a)(4) that the debt owed by the debtor to the grain owner arose from embezzlement and was thus excepted from discharge. It, therefore, appears that the Bryant court misconstrued factual findings from the older Beasely case as establishing the elements of embezzlement under Section 523(a)(4), rather than noting the factual findings in the case, thereby unintentionally adding an additional element not necessary in every embezzlement dischargeability case. Because the Bryant test is not accurate, the court's prior recitation of the elements for embezzlement contained in the Dismissal Order is correct and will be followed here. Based on the foregoing: 1. The Motion for Leave to Amend is allowed and the Objection is denied; however, allowance of the Motion does not affect the Dismissal Order, which remains in full force and effect with respect to the dismissed exception to discharge claim based on breach of fiduciary duty under 11 U.S.C. section 523(a)(4). As a result, the claim for an exception to discharge under 11 U.S.C. section 523(a)(4) in Count I and Count II of the Second Amended Complaint may only be asserted on the basis of embezzlement alleged under Section 523(a)(4). 2. Within seven days of the date of this Order, the plaintiff Federal shall electronically file its Second Amended Complaint (along with any exhibits) on the docket of this case. 3. Mr. Sorge shall have 21 days from the docketing of the Second Amended Complaint to file its amended answer or other responsive pleading, which time may be extended up to another twenty-one (21) days by stipulation of the parties without necessity of prior approval by the court. 4. Within 14 days of the filing of the amended answer or other responsive pleading, the parties shall file a joint scheduling report and advise the court whether or not additional time is needed to conduct discovery in the case and the effect on existing case deadlines. The court will then determine if an updated scheduling order is warranted. The adversary proceeding is FEDERAL INSURANCE COMPANY, GREAT NORTHERN INSURANCE COMPANY, and PACIFIC INDEMINTY COMPANY, Plaintiffs, v. DENNIS P. SORGE, Defendant, Adversary Proceeding No. 16-00168-5-JNC (E.D. N.C). A full-text copy of Judge Callaway's Order dated August 1, 2017, is available at https://is.gd/4X3WTB from Leagle.com. Dennis P. Sorge, Debtor, represented by William H. Kroll, Stubbs & Perdue, P.A., James A. Randazzo & Trawick H. Stubbs, Jr. -- efile@stubbsperdue.com -- Stubbs & Perdue, P.A.. Dennis P. Sorge filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 16-04142) on August 9, 2016, and is represented by Trawick H Stubbs, Jr., Esq. of Stubbs & Perdue, P.A. DIAMOND & DIAMONDS: Taps Alberto Salva Javier as Accountant ----------------------------------------------------------- Diamond & Diamonds Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire an accountant. The Debtor proposes to employ Alberto Salva Javier, a certified public accountant, to, among other things, review its accounting record for preparation of its financial reports; prepare monthly reconciliations of all bank accounts and lines of credit; and prepare financial documents as support for a plan of reorganization. Mr. Javier will be paid a monthly fee of $325 for his services. In a court filing, Mr. Javier disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Javier maintains an office at: Alberto Salva Javier 605 Condado Street, Suite 601 San Juan PR 00907 Phone: 787-722-3308 Fax: 787-724-1669 Email: ascompanysalva@yahoo.com Email: ascompanypsc@gmail.com About Diamond & Diamonds Inc. Diamond & Diamonds, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-04882) on July 10, 2017. Magaly E. Hernandez Leon, vice-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 less than $500,000. Hector Figueroa Vincenty, Esq., represents the Debtor as bankruptcy counsel. DIAMOND & DIAMONDS: Taps Hector Vincenty as Legal Counsel --------------------------------------------------------- Diamond & Diamonds, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Hector Figueroa Vincenty, Esq., to, among other things, give legal advice regarding its duties under the Bankruptcy Code; and negotiate with creditors to formulate a plan of reorganization or arrange for an orderly liquidation of its assets. Mr. Vincenty will be paid an hourly fee of $100 and a retainer fee of $4,283. In a court filing, Mr. Vincenty disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Vincenty can be reached through: Hector Figueroa Vincenty, Esq. El Bufete del Pueblo, P.S.C. Calle San Francisco 310 3ER Piso, Suite 32 San Juan, PR 00901 Phone: (787) 378-1154 Fax: (787) 250-2800 Email: quiebras@elbufetedelpueblo.com About Diamond & Diamonds Inc. Diamond & Diamonds, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-04882) on July 10, 2017. Magaly E. Hernandez Leon, vice-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 less than $500,000. DRONE LC: Unsecureds to Recoup 25% Under Plan --------------------------------------------- Drone LC, Inc., formerly known as Lily Robotics, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement dated July 31, 2017, referring to the Debtor's first amended plan of liquidation. Holders of Class 6 General Unsecured Claims will recover 25% under the Plan. In full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed General Unsecured Claim, each holder of an Allowed General Unsecured Claim thereof will be treated as follows: -- each holder of an Allowed General Unsecured Claim that is not treated in Class 5 hereof, including the Prepetition Secured Lender as holder of Prepetition Secured Lender Claim, GoerTek as holder of the GoerTek Claim and any holder of an Allowed Customer Non-Priority Claim, will receive its pro rata share of the cash to be distributed by the Debtor or the Liquidation Trust; and -- all payments from the Debtor or the Liquidation Trust to holders of Allowed General Unsecured Claims will be paid after payment of (or the establishment of one or more reserve(s) for) all Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims and other Allowed Claims in accordance with the treatment afforded to Classes 1, 2, 3, 4 and 5. The Liquidation Trust will be formed on the Effective Date. The purpose of the Liquidation Trust will be to make distributions to holders of claims that are Allowed after the Effective Date and to pursue causes of action for the benefit of the estate and its creditors. Hearing on plan confirmation will be held on Sept. 19, 2017, at 10:00 a.m. (prevailing Eastern Time). Objections to the Disclosure Statement and plan confirmation must be filed by Sept. 8, 2017, at 4:00 p.m. (prevailing Eastern Time). The deadline to submit ballots is Sept. 8, 2017, at 4:00 p.m. (prevailing Eastern Time). A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb17-10426-433.pdf About Drone LC Based in Atherton, California, Drone LC, formerly known as Lily Robotics, Inc., is the developer of the Lily Camera, a throw-and-shoot camera that captures pictures and videos from the skies. Its camera flies and uses GPS and computer vision to follow user's adventure activities. Lily Robotics sells its products internationally through its Web site at https://www.lily.camera/ Lily Robotics filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-10426) on Feb. 27, 2017, listing $32.99 million in total assets and $37.53 million in total liabilities as of Dec. 31, 2016. The petition was signed by Spencer L. Wells, director. Judge Kevin J. Carey presides over the case. Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J. McLaughlin, Esq., at Morris, Nichols, Arsht & Tunnell LLP; Laura Metzger, Esq., and Jennifer Asher, Esq., and Douglas S. Mintz, Esq., at Orrick Herrington & Sutcliffe LLP serve as the Debtor's bankruptcy counsel. Prime Clerk LLC is the Debtor's claims and noticing agent. On March 22, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Lowenstein Sandler LLP as its lead counsel, and Richards, Layton & Finger, P.A., as its Delaware and conflicts counsel. No trustee or examiner has been appointed in the case. On June 20, 2017, the approved the sale of substantially all of the Debtor's assets. Pursuant to the asset purchase agreements with Mota Group, Inc., the Debtor sold its company name, Lily Robotics, Inc., to Mota and agreed to cease using the Lily Robotics name. The Sale Order authorized the Debtor to make the name change contemplated by the Mota APA. In accordance with the Mota APA and Sale Order, the Debtor has caused its name to be changed from Lily Robotics, Inc. to Drone LC, Inc. DYNAMIC INTERNATIONAL: Seven Creditors to Serve on Committee ------------------------------------------------------------ U.S. Bankruptcy Administrator William P. Miller on Aug. 3 filed a notice saying that seven creditors are selected to serve on the official committee of unsecured creditors in the Chapter 11 case of Dynamic International Airways, LLC. The committee members are: (1) Air India 570 Lexington Avenue, 14th Floor New York, NY 10022 Agent: Sangeeta K. Singh 570 Lexington Avenue, 14th Floor New York, NY 10022 (2) AEGFUELS 701 Waterford Way Suite 490 Miami, Florida 33126 Agent: Chris Clementi 701 Waterford Way, Suite 490 Miami, Florida 33126 (3) BKP Enterprise Expim 150, Kewal Industrial Estate Senapati Bapat Marg Mumbai 400 013 India Agent: Scott A. Griffin 420 Lexington Avenue Suite 400 New York, NY 10170 (4) Gulf Regents, LLC 5900 S. Lake Forest Drive, Suite 300 McKinney, Texas 75070 Agent: Scott H. Spiller 5800 S Lake Forest Drive, Suite 300 McKinney, Texas 75070 (5) McCarter & English Four Greenway Center 100 Mulberry Street Newark, NJ 07102 Agent: Charles Stanziale Jr. Four Greenway Center 100 Mulberry Street Newark, NJ 07102 (6) Worldwide Charter Group 81 Welland Avenue St. Catharines Ontario L2R2N2 Agent: Scott Smith 81 Welland Avenue St. Catharines Ontario L2R2N2 (7) Jet Midwest International Co, Ltd Room 1401 14/F World Commerce Centre Harbour City, 7-11 Canton Road Tsimashatsui KL Hong Kong Agent: Constance Meng Room 1401 14/F World Commerce Centre Harbour City, 7-11 Canton Road Tsimashatsui KL Hong Kong Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Alliance Security Headquartered in Warwick, Rhode Island, Alliance Security, Inc. -- http://www.alliancesecurity.com/-- is a security system supplier. Alliance Security filed for Chapter 11 bankruptcy protection (Bankr. D. R.I. Case No. 17-11190) on July 14, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Jasjit Gotra, president, CEO. Judge Diane Finkle presides over the case. William J. Delaney, Esq., at The Delaney Law Firm LLC serves as the Debtor's bankruptcy counsel. About Dynamic International Airways, LLC Dynamic International Airways, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-10814) on Jul 19, 2017. The case is assigned to Judge Catharine R. Aron. At the time of the filing, the Debtor disclosed that it had estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. E.O.S. RENTALS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: E.O.S. Rentals LLC 726 East Michigan Suite 330 Hobbs, NM 88240 Type of Business: E.O.S. Rentals is in the equipment rental and leasing industry. Chapter 11 Petition Date: August 4, 2017 Case No.: 17-12024 Court: United States Bankruptcy Court District of New Mexico (Albuquerque) Judge: Hon. Robert H. Jacobvitz Debtor's Counsel: Christopher M Gatton, Esq. George Dave Giddens, Esq. GIDDENS, GATTON & JACOBUS, P.C. 10400 Academy Rd., #350 Albuquerque, NM 87111 Tel: 505-271-1053 Fax: 505-271-4848 E-mail: chris@giddenslaw.com giddens@giddenslaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gary L. Jones, owner. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nmb17-12024.pdf EAGLE'S NEST: Hires Dan Williams & Company as Accountant -------------------------------------------------------- Eagle's Nest Holistic Mental Health, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Kansas to employ the firm of Dan L. Williams & Company, INc., as accountant for the Debtor. The Debtor requires Dan L. Williams & Company to prepare tax returns and handle other related tax matters during these chapter 11 proceedings. Dan L. Williams & Company will be paid at $250 per hour. Dan L. Williams, CPA, member of the firm of Dan L. Williams & Company, Inc., assured the Court the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Dan L. Williams & Company may be reached at: Dan L. Williams, CPA Dan L. Williams & Company, Inc. 4834 Metropolitan Ave. Kansas City, KS 66106 Tel: (913) 334-1600 About Eagle's Nest Holistic Mental Health Inc. Eagle's Nest Holistic Mental Health, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 17-20956) on May 24, 2017. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. ECLIPSE RESOURCES: Posts $11.5 Million Net Income in 2nd Quarter ---------------------------------------------------------------- Eclipse Resources Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $11.49 million on $86.19 million of total revenues for the three months ended June 30, 2017, compared to a net loss of $73.16 million on $47.06 million of total revenues for the three months ended June 30, 2016. For the six months ended June 30, 2017, Eclipse reported net income of $38.34 million on $188.05 million of total revenues compared to a net loss of $118.69 million on $96.67 million of total revenues for the same period during the prior year. As of June 30, 2017, Eclipse had $1.21 billion in total assets, $614.95 million in total liabilities and $597.30 million in total stockholders' equity. Net cash provided by (used in) operations in the six months ended June 30, 2017 was $65.4 million compared to ($17.3) million in the six months ended June 30, 2016. The increase in cash provided from operating activities reflects the increase in commodity prices over year-over-year comparative periods, working capital changes, and the timing of cash receipts and disbursements. "Our main sources of liquidity and capital resources are internally generated cash flow from operations, asset sales, borrowings under our revolving credit facility and access to the debt and equity capital markets. We must find new and develop existing reserves to maintain and grow our production and cash flows. We accomplish this primarily through successful drilling programs which require substantial capital expenditures. We periodically review capital expenditures and adjust our budget based on liquidity, drilling results, leasehold acquisition opportunities, and commodity prices. We believe that our existing cash on hand, operating cash flow and available borrowings under our revolving credit facility will be adequate to meet our capital and operating requirements for 2017. "Future success in growing reserves and production will be highly dependent on capital resources available and the success of finding or acquiring additional reserves. We will continue using net cash on hand, cash flows from operations, and borrowings under our revolving credit facility to satisfy near-term financial obligations and liquidity needs, and as necessary, we will seek additional sources of debt or equity to fund these requirements. Longer-term cash flows are subject to a number of variables including the level of production and prices we receive for our production as well as various economic conditions that have historically affected the natural gas and oil business. Our ability to expand our reserve base is, in part, dependent on obtaining sufficient capital through internal cash flow, bank borrowings, asset sales or the issuance of debt or equity securities. There can be no assurance that internal cash flow and other capital sources will provide sufficient funds to maintain capital expenditures that we believe are necessary to offset inherent declines in production and proven reserves. "As of June 30, 2017, we were in compliance with all of our debt covenants under the credit agreement governing our revolving credit facility and the indenture governing our 8.875% senior unsecured notes due 2023. Further, based on our current forecast and activity levels, we expect to remain in compliance with all such debt covenants for the next twelve months. However, if oil and natural gas prices decrease to lower levels, we are likely to generate lower operating cash flows, which would make it more difficult for us to remain in compliance with all of our debt covenants, including requirements with respect to working capital and interest coverage ratios. This could negatively impact our ability to maintain sufficient liquidity and access to capital resources." A full-text copy of the Form 10-Q is available for free at: https://is.gd/6Tkc0i About Eclipse Resources Eclipse Resources Corporation is an independent exploration and production company engaged in the acquisition and development of oil and natural gas properties in the Appalachian Basin. As of Dec. 31, 2015, the Company had assembled an acreage position approximating 220,000 net acres in Eastern Ohio. Eclipse Resources reported a net loss of $203.80 million on $235.03 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $971.4 million on $255.3 million of total revenues for the year ended Dec. 31, 2015. * * * As reported by the TCR on June 23, 2017, S&P Global Ratings raised its corporate credit rating on State College, Pa.-based Eclipse Resources Inc. to 'B-' from 'CCC+'. The rating outlook is stable. "The rating action reflects our opinion that Eclipse's leverage is now sustainable due to our increased production and cash flow projections," said S&P Global Ratings credit analyst Christine Besset. The TCR reported on Aug. 1, 2017, that Moody's Investors Service upgraded Eclipse Resources Corporation's (Eclipse) Corporate Family Rating (CFR) to 'B3' from 'Caa1'. "The upgrade to B3 reflects Eclipse's reduced leverage resulting from improved cash flow tied to strong production growth. Eclipse's robust drilling program through 2018, supported by strong commodity price hedging and willingness to periodically access equity markets to term out debt, should allow Eclipse to remain on a strong growth trajectory without stressing its balance sheet," noted John Thieroff, Moody's VP-Senior Analyst. ESSEX CONSTRUCTION: Court Approves Settlement with M&T Bank, et al. ------------------------------------------------------------------- Bradford Englander, the Chapter 11 Trustee for debtor Essex Construction, LLC, seeks approval of a settlement with M&T Bank, the Laborers Trust Fund of Washington D.C., The Whiting Turner Contracting Company, and the debtor. The settlement resolves disputes among the parties that arose because the debtor obtained a cashier's check from M&T and delivered it to the Fund in contravention of an order of this court. Before the cashier's check was honored, M&T stopped payment and now holds the funds. As pertinent here, under the settlement, the funds will be delivered to the Trustee and all parties will receive releases. Firstrust Bank and Industrial Bank oppose the settlement in one limited sense: A provision in the settlement requires a determination that the transfers that occurred when the cashier's check was issued, or when payment was stopped, or when the check was delivered to the Fund are avoided under 11 U.S.C. section 5491 as unauthorized post-petition transfers. The Banks argue this provision is unwarranted because no transfer occurred. They contend that the provision may prejudice their claim that their lien rights attach to the funds when returned to the debtor under the settlement. Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland approves the settlement including a provision that a transfer is avoided under section 549. In approving the settlement, Judge Catliota need only find that at least one avoidable transfer occurred. All premises considered, the court concluded that an avoidable transfer occurred when M&T stopped payment on the cashier's check and retained the funds. Accordingly, the provision in the proposed settlement that the transfer is avoided under section 549 is appropriate. Although the court reaches a different conclusion on the purported transfer to the Fund, the court will overrule the Banks' objections to the Trustee's motion and approve the settlement. The bankruptcy case is In re: Essex Construction, LLC, Chapter 11, Debtor, Case No. 16-24661-TJC (Bankr. D. Md.). A full-text copy of Judge Catliota's Memorandum of Decision dated August 1, 2017, is available at https://is.gd/Uhd937 from Leagle.com. Essex Construction, LLC, Debtor, represented by Nelson C. Cohen – ncohen@wtplaw.com -- Whiteford Taylor & Preston LLP, Catherine Keller Hopkin -- chopkin@tydingslaw.com -- Tydings & Rosenberg & Kim Y. Johnson. US Trustee - Greenbelt, U.S. Trustee, represented by Lynn A. Kohen -- lynn.a.kohen@usdoj.gov -- U.S. Trustee Office. About Essex Construction, LLC Essex Construction, LLC, filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-24661) on Nov. 4, 2016. The petition was signed by Roger R. Blunt, president and chief executive officer. The case is assigned to Judge Thomas J. Catliota. At the time of filing, the Debtor estimated assets to be less than $50,000 and liabilities at $1 million to $10 million. The Debtor hired Kim Y. Johnson, Esq., at the Law Offices of Kim Y. Johnson, and N. William Jarvis, Esq., as legal counsel. The Debtor has Robert Wrightson as executive vice president; Marc Hunter as executive assistant to the President and CEO; Mr. Curtis Bowers as marketing director; and BradyRenner and Company, LLC as accountant. The Office of the U.S. Trustee appointed Bradford F. Englander, Esq., as Chapter 11 trustee on March 17, 2017. The court confirmed the appointment on March 21, 2017. The Chapter 11 trustee is represented by Bradford F. Englander, Esq. at Whiteford, Taylor & Preston, LLP. The Trustee hires Protiviti Inc., as financial advisor. FCBM LLC: Hires Coldwell Banker as Real Estate Broker ----------------------------------------------------- FCBM, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Cherie Jones, at Coldwell Banker as real estate broker. The Debtor owns 940 Park Avenue/964-966 Park Avenue, Meadville, Pennsylvania 16335. The Debtor wants to have the Property listed for sale by and through an experienced broker. Brokers fee in case of a sale is 8% of the gross purchase price and 12% of all rents to be collected from tenant in case of a lease. Cherie Jones assures the court that she has no interest adverse to the Debtor or to the estate in the matters upon which she would be engaged and that she is disinterested as that term is defined in the Bankruptcy Code. The Broker can be reached through: Cherie Jones Coldwell Banker 1103 Park Avenue Meadville, PA 16335 Tel: 800-548-5216 About FCBM LLC FCBM, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-10704) on July 5, 2017. Ed Fine, manager, signed the petition. Judge Thomas P. Agresti presides over the case. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $1 million. FILLIN STATION: Hires Gambrell & Associates as Counsel ------------------------------------------------------ Fillin Station Grille, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Mississippi to employ Gambrell & Associates, PLLC as general counsel. The Debtor requires Gambrell to: a. consult with any Trustee or any of committee concerning the administration of the case; b. investigate the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's business and the desirability of the continuance of such business, and any other matter relevant to the case or to the formulation of the plan; c. formulate a plan; and d. prepare any pleadings, motions, answers, notices, orders and reports that are required for the proper function of the Debtor. Gambrell lawyers and paraprofessionals who will work on the Debtor's case and their hourly rates are: Robert Gambrell $300 LeAnne Abbott $250 Bridgette Davis $200 Paralegal $100 Gambrell has received a $6,717 retainer. Robert Gambrell, Esq., member of the firm of Gambrell & Associates, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Gambrell may be reached at: Robert Gambrell, Esq. Gambrell & Associates, PLLC 101 Ricky D. Britt Sr. Blvd. Oxford, MS 38655 Tel: (662)281-8800 Fax: (662)202-1004 E-mail: rg@ms-bankruptcy.com About Fillin Station Grille, LLC Fillin Station Grille, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D.Miss. Case No. 17-12385) on June 28, 2017. Robert Gambrell, Esq., at Gambrell & Associates, PLLC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. FRONTIER COMMUNICATIONS: S&P Cuts CCRs to 'B', Outlook Negative --------------------------------------------------------------- S&P Global Ratings lowered its corporate credit ratings and senior unsecured debt rating on Norwalk, Conn.-based incumbent telephone provider Frontier Communications Corp. to 'B' from 'B+'. The outlook is negative. S&P said, "At the same time, we lowered the ratings on Frontier's senior secured debt to 'BB-' from 'BB' while maintaining the '1' recovery rating, which indicates our expectation of very high (90% to 100%; point estimate 95%) recovery in the event of payment default." S&P also lowered the issue-level ratings on the following debt instruments to 'BB-' from 'BB': -- Frontier North's $200 million of 6.73% debentures due in 2028; -- Frontier West Virginia's $50 million of 8.40% debentures due in 2029; -- Verizon California's $200 million of 6.75% debentures due in 2027; -- Verizon Florida's $300 million of 6.86% debentures due in 2028; and -- GTE Southwest's $100 million of 8.5% first mortgage bonds due in 2031. S&P said, "Notwithstanding some improvement in operating trends during the second quarter of 2017, the downgrade reflects the challenges, in our view, that Frontier will face in refinancing its 2020 and 2021 maturities unless it is able to demonstrate meaningful operating and financial performance improvement over the next couple of years. This will entail the company demonstrating that its acquisition of properties from Verizon in California, Texas, and Florida (CTF) will ultimately enable it to stabilize revenue and EBITDA in the face of secular industry pressures." The outlook is negative and reflects the continued uncertainty around future performance and the ongoing deterioration of Frontier's credit metrics as a result of integration missteps from its acquisition of the CTF properties. Even if the company is able to rectify some of the integration issues, we believe that stabilizing operations could be challenging in the face of aggressive competition from the incumbent cable providers, technology shifts, and changes in consumer preferences. Moreover, the company's resources to address its outer-year maturities are currently constrained by its limited access to the capital markets, unless operating performance materially improves. S&P said, "We could lower the rating if an acceleration of customer losses and pricing pressure result in revenue and EBITDA declines that are worse than our current base case forecast. We believe these factors could result in negative DCF that ultimately hurts the company's liquidity position, including its ability to pay down its near-term maturities. "We could revise the outlook to stable if Frontier was able to demonstrate sustained operating improvement in both is legacy and the acquired CTF properties, resulting in more stable levels of and greater confidence in the company's ability to address debt maturities in 2020 and beyond." GASTAR EXPLORATION: Incurs $6.39 Million Net Loss in Second Quarter ------------------------------------------------------------------- Gastar Exploration Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to common stockholders of $6.39 million on $22.64 million of total revenues for the three months ended June 30, 2017, compared to a net loss attributable to common stockholders of $18.10 million on $12.15 million of total revenues for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company reported a net loss attributable to common stockholders of $28.71 million on $41.31 million of total revenues compared to a net loss attributable to common stockholders of $91.57 million on $26.96 million of total revenues for the same period a year ago. As of June 30, 2017, Gastar had $371.3 million in total assets, $380.4 million in total liabilities and a total stockholders' deficit of $9.06 million. J. Russell Porter, Gastar's president and CEO, commented, "We continue to make progress delineating the Meramec and Osage formations across our acreage position. To date, we have drilled a total of 21 Meramec and 13 Osage wells across our STACK Play acreage. In addition, we have participated in numerous third-party wells within our footprint with initial production results that we believe confirm the quality of our acreage. With our operated wells and non-operated well participation, we have now accumulated a substantial amount of well and formation data regarding the STACK Play." "We have decided to delay additional well completions across our acreage to allow Stephen Roberts, our newly appointed Chief Operating Officer, and his team the time necessary to evaluate recent results and determine the optimal completion procedures for our most recently drilled wells. This delay will allow us to implement refinements to our completion approach that are expected to improve production performance. We have already initiated enhancements and modifications to our drilling practices that have improved drilling times, eliminated certain drilling issues and reduced inefficiencies and costs. As we make similar changes to our completions, I expect much improved total drilling and completion costs as well as production performance that should be evident over the second half of this year." "We are increasing our 2017 drilling capital budget by approximately $40 million, excluding land and other capitalized costs, to accommodate higher working interests in our operated wells, partially as a result of the termination of our drilling joint venture, more operated wells than originally budgeted and increased non-operated drilling activity. The higher drilling capital activity is resulting in an increase in our full-year mid-point production guidance by 700 Boe/d," concluded Porter. General and administrative expense was $4.6 million in the second quarter of 2017 compared to $6.3 million in the second quarter of 2016 and $3.8 million in the first quarter of 2017. G&A expense for the second quarter of 2017 included $1.2 million of non-cash stock-based compensation expense, versus $702,000 in the second quarter of 2016 and $996,000 in the first quarter of 2017. Increase in sequential cash G&A expense was primarily due to additional legal and public company costs. Gastar's net capital expenditures, excluding acquisitions, in the second quarter of 2017 totaled $32.5 million, comprised of $24.6 million for drilling, completions and infrastructure costs, $5.7 million for unproved acreage extensions, renewals and additions and $2.2 million of other capitalized costs. For the remainder of 2017, our capital expenditure budget, including other capitalized costs, is $71.8 million, comprised of $53.6 million for drilling, completion and infrastructure costs, $11.9 million for lease renewal and extension costs and $6.3 million of other capitalized costs. At June 30, 2017, Gastar had approximately $38.7 million in available cash and cash equivalents and $412.5 million in long-term borrowings outstanding. On July 31, 2017, pursuant to the development agreement, the investor notified Gastar that it has elected not to participate in the second 20-well tranche of the joint development drilling program. The investor will continue to participate in the completion and operation of the 20 wells drilled within the first tranche of the drilling program, of which as of the date of this release, 19 have been completed and are currently producing and one well is awaiting completion. Gastar's Board of Directors has approved a revised 2017 capital budget of $129.2 million, an increase of $45.3 million comprised of $40.5 million of drilling and completion costs, $2.5 million for leasing costs and $2.3 million of other capitalized costs. Of the increase in budgeted drilling and completion costs, $35.4 million is in response to the termination of the joint development agreement, overall higher operated working interests and well costs to date and an increase in operated drilling activity of six additional gross (4.5 net) wells and $5.1 million for increased non-operated well drilling activity on the Company's acreage. The increase in the land budget primarily reflects the costs related to additional working interest acreage acquired from non-participating interest owners pursuant to the Oklahoma forced pooling process. A full-text copy of the Form 10-Q is available for free at: https://is.gd/I2qOck About Gastar Exploration Houston, Texas-based Gastar Exploration Inc. -- http://www.gastar.com/-- is an independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids in the United States. Gastar's principal business activities include the identification, acquisition, and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. Gastar reported a net loss attributable to common stockholders of $103.5 million on $58.25 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $474.0 million on $107.3 million of total revenues for the year ended Dec. 31, 2015. * * * In March 2017, S&P Global Ratings affirmed its 'CCC-' corporate credit rating, with a negative outlook, on Gastar Exploration. Subsequently, S&P withdrew all its ratings on Gastar at the issuer's request. In April 2017, Moody's Investors Service has withdrawn all assigned ratings for Gastar Exploration, including the 'Caa3' Corporate Family Rating, following the elimination of all of its rated debt. GENESIS ENERGY: Moody's Revises Outlook to Neg. & Affirms Ba3 CFR ----------------------------------------------------------------- Moody's Investors Service changed the outlook for Genesis Energy LP (GEL) ratings to negative from stable and affirmed the existing ratings, including its Ba3 Corporate Family Rating (CFR). The action follows the company's announcement that it has reached an agreement to acquire the soda ash business of Tronox Limited for $1.325 billion. The company anticipates funding the transaction with the proceeds from issuance of $750 million of preferred equity, $550 million of new notes and drawings under its revolving credit facility. The transaction is expected to close in the third quarter 2017. "The acquisition of the Tronox's soda ash business will further diversify Genesis' portfolio of businesses and provide a source of steady cash flow," stated James Wilkins, a Moody's Vice President. "However, the move into the soda ash business poses certain integration and operating risks, and despite the ample preferred equity funding, the company's leverage remains high for the Ba3 CFR." Issuer: Genesis Energy LP Affirmations: -- Corporate Family Rating, Affirmed Ba3 -- Probability of Default Rating, Affirmed Ba3-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-3 -- Senior unsecured shelf, Affirmed (P)B1 -- Senior Unsecured Regular Bond/Debentures, Affirmed B1 (LGD 5) Outlook Actions: Issuer: Genesis Energy LP -- Outlook, Changed To Negative From Stable RATINGS RATIONALE The change of the outlook to negative highlights GEL's high financial leverage for the Ba3 CFR, the risks related to future performance for the step out soda ash acquisition and potential for de-levering efforts to be delayed. The acquired business is a mining and chemicals operation that is fundamentally different from GEL's existing midstream energy businesses and entails some earnings cyclicality. The acquisition also poses certain operating, integration and inherent valuation risks. To mitigate some of these challenges, management of the soda ash business will transfer to GEL with the acquisition. GEL's scale will benefit from the addition of the soda ash business to its portfolio, increasing reported EBITDA by approximately $166 million annually or about 30 percent. GEL will be a leading soda ash producer, while benefiting from significant barriers to entry. The cost advantaged production of soda ash from trona ore in Wyoming's Green River valley remains profitable through the business cycle, and generates steady free cash flow that will support GEL's distribution needs as an MLP. GEL is a buyer of caustic soda used for its Refinery Services segment, which is also produced by Tronox's soda ash business, providing some limited cost synergies. The proposed financing of the acquisition purchase price, which represents approximately an 8x EBITDA multiple, includes preferred equity (55% of the purchase price) and debt (45%), and serves to lower GEL's leverage by close to one-half of a turn as of June 30, 2017, on a pro forma basis. However, its leverage remains elevated (above 5.5x) as GEL's existing businesses have been generating lower EBITDA than expected by Moody's. GEL's Ba3 CFR is supported by its predominantly fee-based cash flows, a high degree of asset and business line diversification for a company of its size, and vertical integration among its various assets. GEL has high leverage (6.0x as of March 31, 2017) following years of heavy capital expenditures in 2013-2016 and the partially debt-financed Enterprise Offshore Business acquisition in 2015. However, the company raised $141 million of equity in the first quarter of 2017 to fund bolt-on acquisitions and $298 million of equity in 2016. Moody's expects GEL's leverage and cash flow to gradually improve as it benefits from organic growth projects and the addition of the soda ash business. The rating is limited by the company's geographic concentration and risks associated with implementing new projects. The CFR could be downgraded if: Debt to EBITDA is not expected to fall towards 5.0x by the end of 2018; core business fundamentals weakened; or the company experienced execution issues on growth projects or the acquired soda ash business. An upgrade is unlikely at this time given the high leverage, but the CFR could be upgraded if Moody's expected Debt to EBITDA to trend towards 4.0x. The principal methodology used in these ratings was Midstream Energy published in May 2017. Genesis Energy, L.P. is a midstream master limited partnership (MLP) with assets located in the US Gulf Coast region. The company conducts a wide variety of operations through five different business segments: offshore pipeline transportation (63% of first quarter 2017 segment margin), refinery services (13% of segment margin), marine transportation (9% of segment margin), and supply & logistics (15% of segment margin). GENON ENERGY: Claim Filing Deadline Set for September 15 -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas set Sept. 15, 2017, at 5:00 p.m. (prevailing Central Time) as the last date and time for persons and entities to file proofs of claim against Genon Energy Inc. and its debtor-affiliates. The Court also set Dec. 12, 2017, at 5:00 p.m. (prevailing Central Time) as the deadline for governmental units to file their claims against the Debtors. All proofs of claim must be filed at: Clerk of the Court, U.S. Bankruptcy Court 515 Rusk Street Houston, Texas 77002 About GenOn Energy GenOn Energy, Inc. is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitivebpower markets in the U.S. GenOn is the product of two mergers since 2010. First, on December 3, 2010, two wholesale power generation companies -- RRI Energy, a company formerly known as Reliant Energy, and Mirant Corporation -- completed an all-stock, tax-free merger with Mirant becoming RRI's wholly-owned subsidiary. Following the merger, RRI took its current name: GenOn. Second, on December 14, 2012, NRG, through a wholly-owned subsidiary, and GenOn completed a stock-for-stock merger in a $6 billion deal, with GenOn continuing as the surviving company. NRG, as consideration for acquiring GenOn's entire equity, issued 0.1216 shares of NRG common stock for each outstanding share of GenOn. In structuring the merger, NRG "ring-fenced" GenOn's debt, leaving GenOn's creditors without recourse against NRG's assets in the event of GenOn's default. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 60 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex. Lead Case No. 17-33695) on June 14, 2017, to implement a restructuring plan negotiated with stakeholders prepetition. The Debtors' cases have been assigned to Judge David R. Jones. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Rothschild Inc. is the financial advisor and investment banker. McKinsey Recovery & Transformation Services U.S. is the restructuring advisor. Epiq Systems, Inc., is the claims and noticing agent. Special Counsel to the GAG Steering Committee is Quinn Emanuel Urquhart & Sullivan, LLP. The Steering Committee of GAG Noteholders is comprised of Benefit Street Partners LLC, Brigade Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus Alternative Asset Management LP, each on behalf of itself or certain affiliates, and/or accounts managed and/or advised by it or its affiliates. Counsel to the GenOn Steering Committee and the GAG Steering Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq., and Marc B. Roitman, Esq., at Ropes & Gray LLP. Counsel for NRG Energy, Inc. are C. Luckey McDowell, Esq., and Ian E. Roberts, Esq., at Baker Botts L.L.P. GIVE & GO: Moody's Affirms B2 CFR; Outlook Negative --------------------------------------------------- Moody's Investors Service affirmed Give and Go Prepared Foods Corp.'s (Give & Go) B2 corporate family rating (CFR), B2-PD probability of default rating, and B1 ratings on its first lien credit facilities following the company's announced US$97 million add-on to its first term loan and unrated second lien term loan, and US$45 million upsize to its revolver. The ratings outlook was changed to negative from stable. Proceeds, together with balance sheet cash will be used to pay a US$113 million dividend to Give & Go's shareholders. "The ratings outlook was revised to negative to reflect Give & Go's increased leverage (pro forma adjusted Debt/EBITDA to 6.6x from 5.7x) to fund a dividend to its owners while the company is looking to grow its business" said Peter Adu, Moody's AVP. Ratings Affirmed: Corporate Family Rating, B2 Probability of Default Rating, B2-PD US$475M (including US$52 million add-on) Senior Secured Term Loan due 2023, B1 (LGD3) US$100M (including US$45 million upsize) Senior Secured Revolving Credit Facility due 2021, B1 (LGD3) Outlook: Changed to Negative from Stable RATINGS RATIONALE Give & Go's B2 corporate family rating primarily reflects its strong market position in the growing in-store bakery (ISB) sector, small scale and narrow focus, leverage that is likely to remain at or above 6x as its private equity owner takes money out and as the company pursues roll-up acquisitions to expand its ISB product range. Give & Go's adjusted pro forma leverage is 6.6x, and with expected free cash flow of C$50 million per year, it could de-lever towards 6x by the end of 2018, absent more dividends or debt-financed acquisitions. Give & Go has good liquidity. Sources exceed C$175 million compared to about C$6 million of term loan amortization in the next four quarters. Moody's expects free cash flow in excess of C$50 million through June 2018 and full availability under the company's US$100 million revolving credit facility due in 2021. The company will have no cash when the financing transaction closes. Give & Go's revolver is subject to a springing maximum first lien net leverage covenant when drawings exceed a certain threshold. Moody's expects cushion to exceed 25% should the covenant be applicable in the next four quarters. The company has no refinancing risk until 2021 when the revolver comes due. Give & Go's negative outlook reflects elevated leverage, execution risks of acquisitions and uncertainty regarding the degree of acquisition and capitalization aggressiveness that may be used in the future. The rating could be downgraded if Give & Go sustained adjusted Debt/EBITDA above 6x (pro forma 6.6x) and EBIT/Interest below 1x (pro forma 1.5x). The rating could also be downgraded if Give & Go's liquidity becomes weak, possibly from consistent negative free cash flow generation or if the company engages in additional debt-funded distributions to its financial sponsor or leveraging acquisitions. The rating could be upgraded if Give & Go maintains adjusted EBIT margin above 20% (18%, pro forma for NAFTA CAT and Uncle Wally's acquisitions) and sustains adjusted Debt/EBITDA towards 5x (pro forma 6.6x) and EBIT/Interest above 2x (pro forma 1.5x). The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Give & Go, headquartered in Toronto, Ontario, is a manufacturer and distributor of thaw-and-sell sweet baked goods to retailers and foodservice operators in North America. The company is owned by Thomas H. Lee, a private equity firm. Moody's estimates pro forma fiscal 2017 revenue at around C$500 million. GIVE AND GO: S&P Lowers Rating on 1st Lien Secured Loans to 'B' --------------------------------------------------------------- S&P Global Ratings said it lowered its issue-level rating on Give and Go Prepared Foods Corp.'s first-lien senior secured term loan and revolver to 'B' from 'B+' and revised the recovery rating to '3' from '2'. The '3' recovery rating reflects our expectation of meaningful (50%-70%, rounded estimate 60%) recovery in the event of default. The 'B' long-term corporate credit rating and stable outlook are unchanged. S&P said, "The ratings on Give and Go reflect the company's relatively high leverage given the financial sponsors' willingness to fund dividends through debt. This is partially offset by relatively high margins for the packaged food category and unchanged interest payments given a lower expected coupon rate. "Give and Go is proposing to refinance its credit facilities with an incremental issuance of US$50 million on its first-lien term loan and an incremental US$45 million on its second-lien term loan. The proceeds, along with some cash on hand, would be primarily used to pay a special dividend of approximately C$150 million to the financial sponsor. The transaction is expected to increase our adjusted debt-to-EBITDA to 6.5x-7.0x for fiscal 2018, from our previous expectation of 5.5x-6.0x. Despite the high leverage, we put special emphasis on the company's EBITDA interest coverage and positive free cash generation to assess its credit quality. Because we expect the proposed debt to be priced meaningfully lower from current levels, we believe Give and Go will maintain EBITDA interest coverage in the mid 2x area, which should provide sufficient cushion for unanticipated margin deterioration." OUTLOOK The stable outlook on Give and Go reflects S&P Global Ratings' view that the company will maintain adjusted EBITDA interest coverage of about 2x through modest organic revenue growth and stable margins. S&P expects the company will maintain its positions in core categories and gain modest market share through increased penetration of existing customers and new product innovations. Downside scenario S&P said, "We could lower the rating if the company's EBITDA interest coverage approaches 1.5x, which we believe would be precipitated by weak operating earnings stemming from lower demand and intense competition, along with negative free cash flow generation. We could also lower the rating if continued aggressive financial policies lead to significant shareholder distributions in the near term without a sustained improvement in the business and cash flows." Upside scenario S&P said, "We are unlikely to raise the ratings in the next year, given Give & Go's financial sponsor ownership and our expectation of leverage above 5x. However, we could consider an upgrade if the company can sustain leverage in low 4x area, even after considering the possibility for future debt-funded acquisitions or shareholder distributions." RECOVERY ANALYSIS Given that there hasn't been any significant increase in the company's expected default enterprise value since our prior review, the proposed increase in first-lien debt lowers the recovery expectation for lenders. The revised '3' recovery rating reflects the expectation of meaningful (50%-70%, rounded estimate 60%) recovery in the event of default. S&P's simulated default scenario incorporates the assumption that Give and Go will default in 2019 due to deterioration in earnings from increased competition, loss of key customers, or significant decline in demand. -- S&P assumes the company would be reorganized or sold as a going concern as opposed to liquidated, based on its viable business model and highly specialized assets. -- S&P values Give and Go using a 5.5x multiple of our emergence EBITDA estimate, which corresponds to the company's fixed charges in the simulated default year. -- Give and Go's multiple of 5.5x is 0.5x below the 6.0x industry anchor to reflect the company's narrow business focus in sweet baked goods of the in-store bakery market, and smaller scale compared with that of larger, more well-diversified peers. -- Simulated default and valuation assumptions -- Simulated year of default: 2019 -- EBITDA at emergence: C$86 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): C$450 million -- Estimated first-lien claim: C$707 million -- Value available for first-lien claim: US$450 million --Recovery range: 50%-70% (rounded estimate 60%) RATINGS LIST Give and Go Prepared Foods Corp. Corporate credit rating B/Stable/-- Rating Lowered; Recovery Rating Revised To From GG Foods Acquisition Corp. Senior unsecured debt B B+ Recovery rating 3(60%) 2(70%) GLOBAL EMPOWERMENT: Taps Jones & Walden as Bankruptcy Counsel ------------------------------------------------------------- Global Empowerment Ministries, Inc. seeks approval from the US Bankruptcy Court for the Northern District of Georgia, Atlanta Division, to employ attorneys. The Debtor wishes to employ the law firm of Jones & Walden, LLC as counsel in this Chapter 11 case. Professional services to be rendered by Jones & Walden are: (a) prepare pleadings and applications; (b) conduct examination; (c) advise the Debtor of its rights, duties and obligations as a debtor-in-possession; (d) consult with the Debtor and represent the Debtor with respect to a Chapter 11 plan; (e) perform legal services incidental and necessary to the day-to-day operations of the Debtor's business, including, but not limited to, institution and prosecution of necessary legal proceedings, and general business legal advice and assistance; (f) take any and all other action incident to the proper preservation and administration of the Debtor's estate and business. The Debtor desires to employ Jones & Walden, LLC at the firm's ordinary rates for comparable work, plus reasonable expenses, subject to review by the Court, during the pendency of this bankruptcy case. The firm has stated present fee rates of $200.00 to $350.00 per hour for attorneys and $100.00 per hour for legal assistants. Rates may be adjusted from time-to-time. Leslie M. Pineyro, partner in the law firm of Jones & Walden, attests that neither she nor the Firm have or represent any interest adverse to the Debtor or the Debtor's estate. The Firm has no connections with the Debtor, the Debtor's creditors, any other party in interest or their respective attorneys or accountants. The Firm is not a creditor of the Debtor. The Firm can be reached through: Leslie M. Pineyro, Esq. JONES & WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Email: lpineyro@joneswalden.com About Global Empowerment Center Based in Decatur, Georgia, The Global Empowerment Center, Inc. fdba Victory House Evangelistic Temple sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-63234) on July 31, 2017. The Debtor is represented by Leslie M. Pineyro, Esq. at Jones & Walden, LLC as counsel. GOEASY LTD: S&P Assigns 'BB-' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings said it assigned its 'BB-' issuer credit rating to Goeasy Ltd. (GSY). The outlook on the rating is stable. S&P said, "Our rating on GSY reflects the company's competitive market position in nonprime consumer lending and lease financing in Canada, strong track record of profitability, and low leverage as measured by debt to adjusted total equity (ATE). Conversely, we view the company's exposure to nonprime lending, which carries high charge-off rates, a highly encumbered balance sheet, and a relatively concentrated funding profile, as a negative rating factor." Founded in 1990, GSY is headquartered in Mississauga, Ontario, and is listed on the Toronto Stock Exchange, under the ticker GSY. The company has approximately 1,800 employees and operates through two segments, easyfinancial, the company's nonprime consumer lender, and easyhome, its lease-to-own company. The company is Canada's largest lease-to-own company, with over 70% market share, while the company's lending segment faces significant competition and operates in a highly fragmented market. Canada's federal law of a 59.9% effective interest rate limit provides somewhat of an impediment to competition as this prevents new entrants from making loans to lower credit quality consumers without robust credit underwriting expertise and experience. There have been numerous banks exiting the space in recent years due to capital requirements, while online-only lenders have not been very successful entering the space because of the higher charge-off rates associated with online operations and the inability for these lenders to charge high enough rates to offset the losses. The company is pursuing strategic growth plans to take advantage of this market opportunity, which includes offering lower interest rate loans in Quebec, as well as lower interest rate loans to higher credit quality borrowers, some of which will be secured by residential real estate. However, this opportunity has also sparked interest from some private equity companies, leaving the company with execution risk in regard to its growth plans. The company's leverage as of June 30, 2017, was 1.65x debt to ATE after the company issued a convertible debenture in the second quarter of 2017. While the company intends to increase leverage as part of its growth strategy, S&P expects the company will continue to operate with a conservative amount of leverage in the long term of 2.25x-2.75x debt to ATE. The company has been able to keep a conservative level of leverage over time in part because of its historically stable earnings, as exemplified by 15 consecutive years of profitability and growth in revenues. The company retains a significant amount of earnings because it typically pays out 30% of trailing net income as dividends, while the remaining 70% of earnings helps build its capital base. The company's nonprime installment loans carry high charge-off rates, typically of 14%-16%, which weighs on the rating. While the company has historically never operated at a loss because of the significant earnings buffer provided by high interest rate loans, S&P views its exposure to nonprime consumer loans as a significant source of credit risk, especially in Canada where consumers are highly indebted. Partially mitigating some of these risks is the company's ability to underwrite the loans well enough to keep charge-offs at a manageable level. S&P views the company's plan to increase the amount of lower interest rate loans as a credit positive, as these loans will most likely have lower charge-off rates. S&P said, "The company currently funds itself through a $280 million secured term loan and $20 million operating facility, which are secured by all of the company's assets. While in the second quarter of 2017, the company issued a $53 million unsecured convertible debenture, which we view as a positive development as the unencumbered assets provides the company some flexibility to operate. In our view, the company's funding profile is still highly concentrated and encumbered, currently weighing on the rating." The company's term loan contains certain covenants related to leverage and earnings, while the specific measurements are set based on the company's projections. This leads to covenant requirements that change from period to period, leaving the company with an insignificant cushion to operate should they encounter adverse conditions. Outlook S&P said, "The stable outlook reflects our expectation that over the next 12 months GSY will maintain its competitive position in nonprime consumer lending and lease financing. Our base-case scenario assumes the company increases leverage, as measured by debt to ATE, to 1.75x-2.25x in the short term while increasing leverage to 2.25x-2.75x over the longer term. The outlook also incorporates our expectation that the company continues to operate with net charge-offs of 14%-16%. "We could lower the rating over the next 12 months if the company increases leverage above 2.75x, or if net charge-offs rise above 18% on a persistent basis. "While unlikely in the next 12 months, we could raise the rating over the longer term if the company successfully executes its strategic growth plans while improving the company's funding profile through an increased use of unsecured financings, multiple lending counterparties, and staggered maturities. We could also raise the rating if the company operates with leverage below 1.5x debt to ATE on a sustained basis or if net charge-offs decline to 10%-12% on a sustained basis while maintaining strong profitability." GREATER HARVEST CHURCH: Taps Thomas E. Crowe as Legal Counsel ------------------------------------------------------------- Greater Harvest Church of God In Christ seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire legal counsel. The Debtor proposes to employ Thomas E. Crowe Professional Law Corp. to give legal advice regarding its duties under the Bankruptcy Code and provide other legal services related to its Chapter 11 case. Thomas Crowe, Esq., will charge an hourly fee of $425 for his services. Paralegals will charge $175 per hour. Mr. Crowe disclosed in a court filing that he does not hold any interest adverse to the Debtor's estate or any of its creditors. Crowe can be reached through: Thomas E. Crowe, Esq. Thomas E. Crowe Professional Law Corporation 2830 S. Jones Blvd., Suite 3 Las Vegas, NV 89146 Phone: (702) 794-0373 Email: tcrowe@thomascrowelaw.com About Greater Harvest Church Of God In Christ Greater Harvest Church Of God In Christ sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-50825) on July 7, 2017. William John Wynn, 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 less than $500,000. Judge Bruce T. Beesley presides over the case. H & S INC: Hires McLaughlin & Stern as Bankruptcy Counsel --------------------------------------------------------- H & S, Inc seeks authorization from the US Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, to employ Steven S. Newsburg and the law firm of McLaughlin & Stern, LLP as counsel. Professional service Steven S. Newburg will provide are: a. advise the Debtor about its powers and duties as debtor in possession regarding the continued management of its business operations in conjunction with the proposed Chief Restructuring Offices, Michael Phelan; b. advise the Debtor about financial agreements, debt restructuring, cash collateral, if any, and other financial transactions; c. review and advise the Debtor about the validity of claims and liens asserted against Debtor's property and interests; d. advise the Debtor about actions to collect and recover property for the benefit of the Debtor's estate; e. prepare for the Debtor the motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the Chapter 11 proceedings; f. counsel the Debtor about all aspects of a Plan of Reorganization and related documents and filing; and g. perform for the Debtor all other necessary and advisable legal services in the Chapter 11 proceedings. Steven S. Newsburg, shareholder at McLaughlin & Stern, LLP, attests that neither he nor his firm have any connection to the creditors, other parties in interest, or their respective attorneys. The Firm does not represent any interest adverse to the Debtor as that term is defined in 11 U.S.C. Sec. 101(14). Steven S. Newsburg and the law firm of McLaughlin & Stern, LLP received a retainer in the amount of $75,000.00 from the Debtor. The retainer will be applied on account of legal fees and expenses incurred in representing the Debtor. The Firm can be reached through: Steven S. Newsburg, Esq. McLaughlin & Stern, LLP CityPlace Office Tower 525 Okeechobee Boulevard, Suite 1700 West Palm Beach, FL 33401 Tel: (561) 659-4020 Fax: (561) 659-5399 Email: snewburgh@mclaughlinstern.com About H & S Inc Headquartered in West Palm Beach, Florida, H & S Inc filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-19458) on July 27, 2017. The petition was signed by Charles Sharoubim, president. The Hon. Erik P. Kimball is assigned to the case. Steven S. Newsburg, Esq. at McLaughlin & Stern, LLP represents the Debtor as counsel. At the time of filing, the Debtor estimates $50,000 in assets and $1 million to $10 million in liabilities. The Debtor listed Capital One as its unsecured creditor holding a claim for $4,885. HANJIN SHIPPING: Says Bankruptcy Claims Top $10 Billion ------------------------------------------------------- Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy, reported that South Korea's Hanjin Shipping Co., which roiled global trade and temporarily marooned more than half a million cargo containers when it filed for bankruptcy, says it has raised only a fraction of what it needs to repay creditors, whose claims total about $10.5 billion. According to the report, citing court papers filed with the U.S. Bankruptcy Court in Newark, N.J., the trustee overseeing the carrier's bankruptcy proceeding in Seoul said Hanjin has raised about $220 million since filing for bankruptcy nearly a year ago. The shipper says more than 180 creditors attended an initial court-supervised meeting, held June 1, the report related. In the court papers filed Aug. 4, Hanjin said it was unclear when distributions to creditors would begin, the report further related. But it made clear those distributions would be carried out according to a plan worked out in South Korea and consistent with Korean bankruptcy law, the report said. About Hanjin Shipping Hanjin Shipping Co., Ltd., is mainly engaged in the transportation business through containerships, transportation business through bulk carriers and terminal operation business. The Debtor is a stock-listed corporation with a total of 245,269,947 issued shares (common shares, KRW 5000 per share) and paid-in capital totaling KRW 1,226,349,735,000. Of these shares 33.23% is owned by Korean Air Lines Co., Ltd., 3.08% by Debtor and 0.34% by employee shareholders' association. The Company operates approximately 60 regular lines worldwide, with 140 container or bulk vessels transporting over 100 million tons of cargo per year. It also operates 13 terminals specialized for containers, two distribution centers and six Off Dock Container Yards in major ports and inland areas around the world. The Company is a member of "CKYHE," a global shipping conference and also a partner of "The Alliance," another global shipping conference to be launched in April 2017. Hanjin Shipping listed total current liabilities of KRW 6,028,543 million and total current assets of KRW 6,624,326 million as of June 30, 2016. As a result of the severe lack of liquidity, Hanjin applied to the Seoul Central District Court 6th Bench of Bankruptcy Division for the commencement of rehabilitation under the Debtor Rehabilitation and Bankruptcy Act on Aug. 31, 2016. On the same day, it requested and was granted a general injunction and the preservation of disposition of the Company's assets. The Korean Court's decision to commence the rehabilitation was made on Sept. 1, 2016. Tai-Soo Suk was appointed as the Debtor's custodian. On Sept. 2, 2016, Hanjin Shipping Co. filed in the U.S. a voluntary petition under Chapter 15 of the Bankruptcy Code. The Chapter 15 case is pending in New Jersey (Bankr. D.N.J. Case No. 16-27041) before Judge John K. Sherwood. Cole Schotz P.C. serves as counsel to Tai-Soo Suk, the Chapter 15 petitioner and the duly appointed foreign representative of Hanjin Shipping. HAPPY HOOKER: Taps Morris Laing as Legal Counsel ------------------------------------------------ Happy Hooker Towing & Transportation, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Morris, Laing, Evans, Brock & Kennedy, Chartered to assist in the preparation of a plan of reorganization and provide other legal services related to its Chapter 11 case. William Sorensen, Jr., Esq., and Jeffery Carmichael, Esq., the attorneys who will be handling the case, will each charge an hourly fee of $300. Morris Laing is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: William Sorensen, Jr., Esq. Morris, Laing, Evans, Brock & Kennedy, Chartered 300 N. Mead, Suite 200 Wichita, KS 67202-2745 Tel: (316) 262-2671 Fax: (316) 262-6226 About Happy Hooker Towing & Transportation, Inc. Happy Hooker Towing & Transportation, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Kan. Case No. 17-10974) on May 25, 2017, disclosing less than $1 million in both assets and liabilities. Judge Robert E. Nugent presides over the case. The Debtor is represented by Eric W. Lomas, Esq., at Klenda Austerman LLC. HARDROCK HDD: Taps Willis & Jurasek as Accountant ------------------------------------------------- HardRock HDD, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Willis & Jurasek, P.C. as accountant. The firm will, among other things, assist the company and its affiliates in the preparation of tax returns and financial reports, and in the formulation of a Chapter 11 plan of reorganization. The hourly rates charged by the firm are: Principals $212 Staff Accountant CPAs $142 Staff Accountant $117 Administrative $80 The Debtors have agreed to pay the firm a post-petition retainer of up to $10,000. Richard Schefferly, a principal of Willis & Jurasek, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Willis & Jurasek can be reached through: Richard T. Schefferly Willis & Jurasek, P.C. 4100 Spring Arbor Road Jackson, MI 49201-9306 Phone: (517)788-8660 About Hardrock HDD Hardrock HDD, Inc., is a privately held utility contractor based in Jackson, Michigan. Affiliates HardRock HDD, Inc. (Bankr. E.D. Mich. Case No. 17-46425), Patrick Leasing, L.L.C. (Bankr. E.D. Mich. Case No. 17-46440), and Patrick Horizontal Drilling, L.L.C. (Bankr. E.D. Mich. Case No. 17-46446) filed for Chapter 11 bankruptcy protection on April 28, 2017. The petitions were signed by Jeffery Patrick, authorized agent. Judge Phillip J. Shefferly presides over the cases. Thomas R. Morris, Esq., at Silverman & Morris, P.L.L.C., serves as the Debtors' bankruptcy counsel. HardRock HDD disclosed that it had estimated assets and liabilities of $1 million to $10 million. Patrick Leasing had estimated assets of less than $1 million and liabilities of $1 million to $10 million. Patrick Horizontal had estimated assets of less than $500,000 and liabilities of $1 million to $10 million. HECHO A MANO: Taps El Bufete del Peublo PSC as Legal Counsel ------------------------------------------------------------ Hecho A Mano, Inc. seeks authorization from the US Bankruptcy Court for the District of Puerto Rico to employ Hector J. Figueroa Vicenty at El Bufete del Peublo P.S.C. as its legal counsel. Professional services to be rendered by the Firm are: a. advise the Debtor with respect to its duties, powers and responsibilities in this case, under the laws of the United States and Puerto Rico in which the debtors in possession conduct the operations, does business or is involved in litigation; b. advice the Debtor in connection with the determination of whether reorganization is feasible and, if not, help Debtor in the orderly liquidation of its assets; c. assist the Debtor in negotiations with creditors; d. prepare in behalf of the Debtor the necessary complaints, answers, orders, reports, memoranda of law and/or any other legal papers and documents, including a Disclosure Statement and a Plan of Reorganization; e. perform the required legal services needed by the Debtor to proceed or in connection with the operation and involvement of its business; and f. perform the professional services as necessary for the benefit of the Debtor and of the estate. The proposed arrangement of compensation is an agreed rate of $200.00 per hour for the attorney and a retainer fee of $15,000.00, plus any costs and expenses to be paid by the Debtor. However, matters attended by associate attorneys will be charges at $150.00 per hour and paralegal staff will be charged at $75.00 per hour. Hector J. Figueroa Vicenty of El Bufete del Peublo P.S.C. attests that he does not hold or represent any interest adverse to the estate of the Debtor. He is a "disinterested person" as defined in 11 U.S.C. Sec. 101(14). The Firm can be reached through: Hector J. Figueroa Vicenty, Esq. EL BUFETE DEL PUEBLO, P.S.C. Edificio Norfe 201 Ave 65 de Infanteria 714 San Juan, PR 00924 Tel: 787-250-2800 Email: quibras@elbufetedelpueblo.com About Hecho A Mano Based in San Juan, Puerto Rico, Hecho A Mano filed a Chapter 11 petition (Bankr. D.P.R. Case No. 13-09377) on November 8, 2013, listing less than $1 million in assets and liabilities. The Debtor is represented by Hector J. Figueroa Vicenty, Esq. at El Bufete del Peublo P.S.C. as counsel. HIGH COUNTRY FUSION: Can Use Banner Bank Cash Through Sept. 30 -------------------------------------------------------------- The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the District of Idaho has issued a final order authorizing High Country Fusion Company, Inc. to use cash collateral for the period from July 12, 2017 through and including Sept. 30, 2017, solely for the purposes and in the amounts set forth in the Revised Budget. The Revised Budget provides total operating expenses of $265,862 for the period of July 13 through July 31, 2017, $291,947 for the month of August 2017, and $319,847 for the month of September 2017. Banner Bank and the Unsecured Creditors Committee have objected to the Debtor's Cash Collateral Motion. The Court conducted an evidentiary hearing on the Motion and Objections on July 12 and July 13, 2017. Consequently, the Parties have reached certain agreements regarding the use of the cash collateral and the Court directed the Debtor to reduce certain rent and insider salary expenses. Accordingly, with respect to the categories "Leases" and "Salaries," the Debtor has reduced the amounts in August and September to be incurred in each category as follows: the amount of $2,200 per month for Leases; the amount of $6,786 for wages paid to an insider; and $652 per month for payroll tax reduction all of which are reflected in the attached Revised Budget. The Debtor is prohibited from paying any amount that is: (a) due and payable after September 30, 2017; or (b) for services or goods provided before April 27, 2017; or (c) for goods or services to be provided after September 30, 2017. Banner Bank is granted adequate protection liens in all accounts inventory and proceeds which may be acquired by the Debtor post-petition. Also as additional security, this lien for post-petition use of cash collateral also attaches to the prepetition collateral held by Banner Bank, but only to the extent of cash collateral used. The extent, validity and priority of Banner Bank's Adequate Protection Liens will be the same as the extent, validity and priority of its prepetition security interests in the Debtor's property. In addition, in the event the Debtor elects to sell any portion of cash collateral after July 12, 2017 to a customer and to accept payment over time for an amount that exceeds $100,000, then at the time the sales invoice is generated, the Debtor is directed to provide written notice to Banner Bank's attorney of this election. The Debtor is also directed to pay $30,000 on or before August 5, 2017 and $30,000 on or before September 5, 2017 to Banner Bank as adequate protection to be applied to the principal of the operating loan identified in the Banner Bank Objection as Loan No. 9877. Further, the Debtor is directed to make payment on the two other Banner Bank loans. Upon the sale of the inventory currently located in the Middle East, the Debtor will hold $217,000, which is 100% of the cost, for further order of the Court. The Committee having objected to the payment of this sum to Banner Bank, this amount will not be paid to Banner Bank without further order of the Court or upon written stipulation signed by Banner Bank, the Committee and the Debtor. The Debtor will keep the balance of proceeds received over $217,000. However, in the event the Debtor cannot sell the inventory for at least $217,000 then it may only sell for a lesser amount after obtaining the written consent of Banner Bank and the Committee to such lesser price, and hold the proceeds received from the sale at the lower price for further order of the Court. Moreover, the Debtor will attempt to liquidate or return $500,000 of the inventory called "McElroy Inventory," and the Debtor agrees to pay Banner Bank 80% of its cost of that inventory to be applied to principal on the operating note held by Banner Bank. In the event that the Debtor cannot locate buyer(s) for this inventory, then the Debtor will also approach the supplier McElroy to request McElroy to buy back the inventory for a credit of 80% on the Debtor's cost of this inventory. If McElroy will take back this inventory and give credit of 80%, then the Debtor will utilize this credit against future purchases of inventory from McElroy. A full-text copy of the Final Order, dated August 1, 2017, is available at https://is.gd/R3t5HR About High Country Fusion Co. Based in Fairfield, Idaho, High Country Fusion Co., Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 17-40347) on April 26, 2017. The Debtor estimated its assets and debt at $1,000,001 to $10,000,000. The case is assigned to Judge Jim D. Pappas. Cosho Humphrey LLP is the Debtor's bankruptcy counsel. The Debtor hired Source Capital & Consulting, LLC, as financial advisor. HOME EXPERT DEVELOPMENT: Needs Access to Cash Collateral -------------------------------------------------------- Home Expert Development Inc. seeks authorization from the U.S. Bankruptcy Court for the Eastern District of New York to access cash collateral to enable it to continue its business operations. The Debtor's cash collateral consists solely of the rental income derived from its two family dwellings located at 212 Beach 3rd Street, Far Rockaway, Queens, New York. The two family units make a total rent roll income of $3,400 per month. The Debtor asserts that it needs access to cash collateral in order to maintain its real property by paying utility billings and liability insurance policies, as well as for future payments for legal fees, appraisal costs and preparation of accountant tax documents. Additionally, the Debtor needs access to the rental income to pay for expenses incidental to procuring the Certificate of Occupancy in order for the Debtor to market and sell the real property as soon as possible, all of which will be part of the Debtor's Chapter 11 Plan. The Debtor claims that secured creditor Omri Minin is a holder of first mortgage lien on its real property. The original mortgage was a construction loan in the sume of $122,500 at the interest rate of 14% and made to the original lender Mill Pond Funding LLC. By assignment of mortgage, Omri Minin became the holder of the note and mortgage. Accordingly, Omri Minin filed proof of claim, alleging an outstanding balance due and owing in the sum of $732,233. The Debtor believes that the maintenance of the real property and the procurement of the Certificate of Occupancy will enhance the value of the subject real property as opposed to the diminution of value of Omri Minin's interest, thereby providing adequate protection to Omri Minin. As addition adequate protection, the Debtor also proposes to provide Omri Minin with a monthly report containing all receipts and disbursements of the Debtor, as well as a reconciliation of actual receipts and disbursements. A hearing to consider the Debtor's cash collateral motion will be held on August 17, 2017 at 2:00 p.m. A full-text copy of the Debtor's Motion, dated July 30, 2017, is available at https://is.gd/VViCTC Home Expert Development is represented by: Patrick Christopher, Esq. Patrick Christopher P.C. 200 Broad Hollow Road, Suite 207 Melville, New York 11747 Phone: 718.835.3300 E-mail: patrick@pchristopherlaw.com About Home Expert Development Home Expert Development Inc. filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-42962) on June 7, 2017. The petition was signed by Eldad Cohen, president. At the time of filing, the Debtor estimated assets and liabilities ranging between $500,000 and $1 million. Judge Nancy Hershey Lord is assigned to the case. The Debtor is represented by Patrick Christopher, Esq., at Patrick Christopher P.C. No trustee or examiner has been appointed in this case, nor has an official committee of unsecured creditors been established. IGI TRADING: Hires Kristy Qiu as Bankruptcy Counsel --------------------------------------------------- IGI Trading, LLC d/b/a IGI Playground seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ the Law Offices of Kristy Qiu PA as attorney for the Debtor-in-Possession. The Debtor requires the Firm to: a. give advice to the Debtor with respect to its powers and duties as Debtor in Possession and the continued management of any business operations; b. advise the Debtor with respect to responsibilities in complying with the US Trustee's Operation Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the Debtor in all matters pending before this Court; e. represent the Debtor in negotiation with his creditors in the preparation of a plan. Mengjun Kristy Qiu, Esq., employed by the law firm of Law Offices of Kristy Qiu, PA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Mengjun Kristy Qiu, Esq. Law Offices of Kristy Qiu, PA 101 NE 3rd Ave,suite 1500 Fort Lauderdale, FL 33301 Tel: (954) 282-8296 E-mail: kristy@wq-law.com About IGI Trading, LLC d/b/a IGI Playground IGI Trading, LLC d/b/a IGI Playground filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-18734) on July 13, 2017. Mengjun Kristy Qiu, Esq., at Law Offices of Kristy Qiu, PA serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. INFINITI HOMES: Directed to Amend Plan, Disclosure Statement ------------------------------------------------------------ Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan issued an order requiring Infiniti Homes International, Inc. to amend its disclosure statement. On July 31, 2017, the Debtor filed a plan and disclosure statement, in a document entitled "Combined Disclosure Statement and Plan of Reorganization." The Court cannot yet grant preliminary approval of the disclosure statement contained within this document. The Court notes several problems, which the Debtor must correct. Judge Tucker, thus, orders that no later than August 4, 2017, the Debtor must file an amended combined plan and disclosure statement that is consistent with this Order. No later than August 4, 2017, the Debtor also must file a redlined version of the amended combined plan and disclosure statement, showing the changes Debtor has made to Debtor's "Combined Disclosure Statement and Plan of Reorganization" filed July 31, 2017. A full-text copy of Judge Tucker's Order dated August 2, 2017, is available at: http://bankrupt.com/misc/mieb17-44832-24.pdf About Infiniti Homes International, Inc. Infiniti Homes International, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 17-44832) on March 31, 2017. The Hon. Thomas J. Tucker presides over the case.Â Goldstein Bershad & Fried, PC represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Derek Washam, president and 100% owner. ION GEOPHYSICAL: Incurs $10 Million Net Loss in Second Quarter -------------------------------------------------------------- ION Geophysical Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $10.02 million on $46 million of total net revenues for the three months ended June 30, 2017, compared to a net loss of $25.26 million on $36.15 million of total net revenues for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company reported a net loss of $33.04 million on $78.55 million of total net revenues compared to a net loss of $60.29 million on $58.81 million of total net revenues for the six months ended June 30, 2016. As of June 30, 2017, Ion Geophysical had $284.85 million in total assets, $261.43 million in total liabilities and $23.41 million in total equity. The Company reported an Adjusted EBITDA of $13.6 million for second quarter 2017, compared to $(3.3) million in the same period last year. Net cash flows from operations were $1.7 million during the second quarter 2017, compared to $(14.8) million in second quarter 2016. Total net cash flows including investing and financing activities were $(6.4) million, compared to $(24.2) million in second quarter 2016. Brian Hanson, ION's president and chief executive officer, commented, "Over the last 18 months, we have targeted opportunities less dependent on cycle recovery, such as specific geographical areas and production optimization offerings, and we are starting to see these efforts pay off. Similar to the first quarter, our second quarter revenues improved significantly driven by continued strong sales of our 3D multi-client reimaging programs as well as a new 2D program we launched during the quarter. We expect this momentum to continue in the back half of the year, partially driven by the significant backlog we've built. Our E&P Technology & Services segment ended the quarter with $48 million in backlog of multi-client and data processing programs, compared to $25 million at the end of the first quarter and $30 million in the second quarter of 2016. Our multi-client backlog is the highest it's been since the third quarter of 2013. "We are continuing to see new venture activity pick up. In our first quarter earnings call, we mentioned we had sanctioned three new programs that met our strict underwriting standards that we expected to launch within the next 90 days. Of the three we sanctioned, one has been acquired, one is in progress and the third we anticipate starting acquisition in the next month. "Our E&P Operations Optimization segment continues to be hampered by low utilization levels and day rates among our contractor customers. While our Optimization Software & Services revenues were flat, our Devices revenues increased 16% due in part to new technology sales to non-traditional customers for scientific and military applications and from incremental sales from recently commercialized products. "In our Ocean Bottom Seismic (OBS) Services segment, we are actively pursuing multiple tenders for longer-term work while our crew remained idle during the quarter. Aligned with oil and gas companies' focus on production, we expect significant improvement in the overall OBS market in 2017 and beyond. Unfortunately due to political issues in the geographic areas where our current product technology is most competitive, we no longer envision the crew going back to work in the near-term. "The new OBS technology we mentioned last quarter, 4Sea, opens a much larger market due to the system's increased flexibility and efficiency. We introduced this system to all major consumers of OBS projects at the European Association of Geophysical Contractors annual meeting in June and it was extremely well received. We have worked quietly for over three years to develop this system and believe it will be extremely competitive. We are now bidding all future projects that start in late 2018 and beyond with ION's new 4Sea system." As of June 30, 2017, the Company had total liquidity of $55.0 million, consisting of $43.3 million of cash on hand and $11.7 million of undrawn borrowing base availability under its revolving credit facility. The borrowing base under the maximum $40.0 revolving credit facility was $21.7 million and there was $10.0 million of indebtedness outstanding at June 30, 2017. The current available amount has been reduced due to a decline in eligible receivables that collateralize the facility. A full-text copy of the Form 10-Q is available for free at: https://is.gd/9fd8X9 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 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'. ISMAIL ARSLANGIRAY: Sale of Dupont Property for $860K Approved -------------------------------------------------------------- Judge Mary Jo Heston of the U.S. Bankruptcy Court for the Western District of Washington authorized Mark D. Waldron, the plan administrator for the estate of Ismail Arslangiray, to sell the estate's interest in the unimproved real property commonly referred to as Barksdale Avenue and Steilacoom Road in the City of Dupont, Washington, designated as Tax Parcel Nos. 0119362043, 0119362009, 0119362039 and 0119362012, to BP West CoastProducts, LLC and/or assigns for $860,000. The sale is free and clear of any interest. However, the Property will not be transferred free and clear of real property tax liens related to tax years 2017 and 2018 not yet due and owing. The Plan Administrator, at closing, is authorized but not required to pay all costs of sale, including commissions, escrow fees, title insurance, real property taxes, and the like. After payment of all closing costs and reconciliation of the accounting by Dupont Town Square Development LLC, including payment by the LLC entity of the Plan Administrator's fees and costs associated with this sale, to be divided equally among the three LLC members, as set forth in Plan Administrator's Motion, the Debtor's one-third share of the net proceeds will be distributed to Plan Administrator for distribution to creditors according to the confirmed Chapter 11 Plan. The sale is subject to that Order confirming the Chapter 11 Plan of Ismail Arslangiray, and therefore exempt from excise taxes. Notwithstanding Bankruptcy Rule 6004(h), the Order will be effective immediately after its entry, absent a stay pending appeal. Ismail Arslangiray sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 11-42290) on March 24, 2011. The Court appointed Mark D. Waldron as the plan administrator for the estate of the Debtor. KATY INDUSTRIES: Seeks to Expand Scope of JND Services ------------------------------------------------------ Katy Industries, Inc. has asked the U.S. Bankruptcy Court for the District of Delaware to authorize JND Corporate Restructuring to provide additional services. In its application, Katy Industries proposes to expand the scope of the firm's employment to include these administrative services: (a) assist in the preparation of schedules and statement of financial affairs of the company and its affiliates; (b) assist in the balloting, tabulation and calculation of votes,and prepare reports required in the event the company and its affiliates file or seek confirmation of a Chapter 11 plan of liquidation; (c) generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results in the event the Debtors seek confirmation of a liquidating plan; (d) manage any distributions pursuant to the plan; and (e) provide such other claims processing, noticing, solicitation, balloting and administrative services. JND Corporate Restructuring serves as the Debtors' claims and noticing agent. About Katy Industries Katy Industries, Inc. -- http://www.katyindustries.com/-- a publicly traded Delaware corporation, and its wholly-owned direct and indirect subsidiaries ("Company"), were organized as a Delaware corporation in 1967. The Company is a well-known manufacturer, importer, and distributor of commercial cleaning and consumer storage products as well as a contract manufacturer of structural foam products. It distributes its products across the United States and Canada. It is best known for such brands as Continental, Huskee, Color Guard, Wilen, Muscle Mop, Contico, Tuffbin, and SilverWolf, among many others. The Company operates three manufacturing facilities located in Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana, with its corporate headquarters located in St. Louis, Missouri. Katy Industries, Inc., and its affiliates filed a voluntary petition for relief under the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11101) on May 14, 2017. The petitions were signed by Lawrence Perkins, chief restructuring officer. Katy Industries disclosed $821,321 in assets and $58,421,346 in liabilities. Stuart M. Brown, Esq., at DLA Piper LLP (US) represent the Debtors as bankruptcy counsel. The Debtors hired JND Corporate Restructuring as their claims and noticing agent. On July 31, 2017, the Office of the U.S. Trustee formed a committee of retirees. KEELER'S MEDICAL: Can Continue Using Cash Collateral Until Aug. 28 ------------------------------------------------------------------ Judge Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern District of Washington has issued an interim order authorizing Keeler's Medical Supply Inc. to use cash collateral on an interim basis pursuant to the 30-day budget, and will continue through the Court's order after the conclusion of the second interim cash collateral hearing. A second interim cash collateral hearing on the Debtor's interim motion to use cash collateral for the period August 31 through December 31, 2017 will be held on August 28, 2017 at 10:00 a.m. Any objections to the Debtor's interim use of cash collateral must be filed no later than August 21. The Debtor will file with the Court and serve on parties who have filed an objection to the emergency motion or who specifically request notice, a proposed interim cash collateral budget which will run from August 31 through December 31, 2017, on or before August 15. As partial adequate protection, the Internal Revenue Service and any other party holding a valid, perfected, unavoidable, security interest or lien in the cash collateral is granted a valid, automatically perfected replacement lien against any post-petition accounts receivable of the Debtor for the full amount of the cash collateral which is utilized. Such replacement liens will have the same validity and priority as the security interests and liens existing against the cash collateral on the date of filing. As additional adequate protection, during the emergency cash collateral period, the Debtor will provide any party with an interest in cash collateral, the U.S. Trustee and any creditor's committee appointed in this case a weekly report containing the following information: (a) the expenses paid by the Debtor during the preceding week on a cash basis with a listing of the payee of each expenditure; (b) the cash received by the Debtor during the preceding week; and (c) the amount of billings generated by the Debtor during the preceding week. A full-text copy of the Interim Order, dated August 1, 2017, is available at https://is.gd/iazbCC About Keeler's Medical Supply Keeler's Medical Supply, Inc., is a Washington corporation engaged in the business of selling and leasing medical supplies and equipment as well as providing services related to such medical supplies and equipment. Keeler's headquarters and principal plase of business are located at 2001 West Lincoln Avenue in Yakima, Washington. Keeler's was formed in 1971. The common stock of Keeler's is owned as follows: (a) 91.35% by the Estate of Sharon Vetsch; (b) 6.51% by Charles E. Vetsch, Jr. (the President and Chief Executive of Keeler's); and (c) 2.14% by Clinton T. Vetsch. Keeler's Medical Supply filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 17-01849) on June 15, 2017, estimating assets of less than $50,000 and liabilities of $1 million to $10 million. The petition was signed by Charles Vetsch, president. Roger William Bailey, Esq., at Bailey & Busey PLLC serves as the Debtor's legal counsel. The Office of the U.S. Trustee on July 17 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Keeler's Medical Supply, Inc. LA CROSSE MEDIA: Court OKs Cash Collateral Use to Pay Wages ----------------------------------------------------------- The Hon. Catherine J. Furay of the U.S. Bankruptcy Court for the Western District of Wisconsin has issued an order authorizing Mississippi Valley Broadcasting LLC, White Eagle Broadcasting, Inc., and TCOM, Inc., to use cash collateral provisionally. Insofar as TCOM has no employees, Judge Furay denied TCOM's motion to pay wage-related obligations as moot. On the other hand, she authorized Mississippi Valley Broadcasting and White Eagle Broadcasting to pay pre-petition employee wage-related obligations. A full-text copy of the Order, dated August 1, 2017, is available at https://is.gd/dNmKiZ About La Crosse Media Group Mississippi Valley Broadcasters, LLC, known locally as the "La Crosse Radio Group" -- http://www.lacrosseradiogroup.net/-- is the owner and operator of five radio stations in La Crosse, Wisconsin. The Company is a partnered ownership between TCOM, Inc and Patrick H. Smith of Onalaska, WI. The La Crosse Radio Group coverage areas include western Wisconsin and eastern Minnesota. Their physical facilities are at 1407 2nd Avenue North (Highway 35) in Onalaska, WI, north of La Crosse. Mississippi Valley Broadcasters, LLC; White Eagle Broadcasting, Inc.; and TCOM, Inc. filed Chapter 11 petitions (W.D. Wisc. Case No. 17-12664, 17-12665 and 17-12666, respectively) on July 27, 2017. The petitions were signed by Patrick H. Smith, managing partner. The Hon. Catherine J. Furay presides over the Debtors' cases. William E. Wallo, Esq., at Weld Riley, S.C., serves as the Debtors' bankruptcy counsel. At the time of filing, the Debtors estimated assets and liabilities as follows: Estimated Estimated Assets Liabilities ---------- ----------- Mississippi Valley Broadcasters $1M-$10M $1M-$10M White Eagle Broadcasting $100K-$500K $1M-$10M TCOM, Inc. $100K-$500K $1M-$10M LDJ ENTERPRISE: Wants to Use $25K Cash Collateral for Property Tax ------------------------------------------------------------------ LDJ Enterprise, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Mississippi to use cash collateral for payment of property taxes, plus any accruing interest, in the aggregate amount of $24,993, to the Lee County Chancery Clerk, pending the final hearing. The Debtor tells the Court that the cash collateral sought to be used has been deposited into its Debtor-in-Possession checking account, however, an order has been entered prohibiting the use of such cash collateral. The Debtor asserts that paying the property taxes is necessary for its reorganization, and is in the best interest of all parties involved. Accordingly, the Debtor asks the Court to hold a preliminary hearing on its motion and allow it to use up to $24,993 of cash collateral pending the final hearing on the motion. A full-text copy of the Debtor's Motion, dated August 1, 2017, is available at https://is.gd/C5TXjX 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. The Debtor tapped Dalton Middleton, Esq., at Middleton & Tinsley Law Firm, PLLC, to serve as legal counsel in connection with its Chapter 11 case. LEGACY RESERVES: Incurs $15.8 Million Net Loss in Second Quarter ---------------------------------------------------------------- Legacy Reserves LP reported a net loss attributable to unitholders of $15.82 million on $92.84 million of total revenues for the three months ended June 30, 2017, compared to a net loss attributable to unitholders of $57.01 million on $73.36 million of total revenues for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company reported a net loss attributable to unitholders of $4.20 million on $192.4 million of total revenues compared to net income attributable to unitholders of $44.36 million on $139.2 million of total revenues for the same period during the prior year. As of June 30, 2017, Legacy Reserves had $1.31 billion in total assets, $1.53 billion in total liabilities and a total partners' deficit of $214.29 million. Paul T. Horne, Chairman of the Board, president and chief executive officer of Legacy's general partner commented, "We are pleased to announce our acceleration payment and amended development agreement. Our horizontal Permian development has been a big success for both us and TSSP. As a result of the amended development agreement, we are able to increase our exposure to this highly-profitable resource, thereby allowing for a meaningful production growth program for the benefit of our equity holders that is expected to positively impact financial leverage ratios over time. We are thankful for TSSP's continued support within the program and for the company as a whole. In addition to our focus on these development projects, we concentrated this quarter on decreasing lifting costs after a heightened level of activity in the first quarter repairing and returning wells to production. These costs were down 14% sequentially, meeting the ambitious goal we set at last quarter's conference call. Dan Westcott, executive vice president and chief financial officer of Legacy's general partner, commented, "Today marks another significant step in our transition to a growth-oriented operator focused on efficiently developing our tremendous opportunity set. While these activities are free cash flow negative in the short-term, the long-term profile of our development should improve our leverage metrics over time through meaningful growth in EBITDA. In particular, our revised 2017 Financial Guidance shows estimated 61% and 63% growth in oil production and EBITDA, respectively, in the second half of 2017 relative to the first, driven by our increased participation in our ongoing horizontal development program under the JDA. Despite funding this acquisition under our $300 million 2nd lien term loan, we expect our total leverage to decrease by over 1.0x from Q2 actual to year-end pro forma. These additional interests add considerable value supporting our borrowing base which, given the transaction, is under review. We currently maintain $129.1 million of liquidity under that borrowing base and also have $95 million of additional availability under the 2nd lien term loan through late October. Our team is excited to be able to harness more of this Permian growth opportunity and anticipates continued organic growth in 2018." $141 million Acceleration Payment and Amended and Restated Joint Development Agreement On August 1, the Company entered into an agreement to make an acceleration payment to acquire by reversion certain of TSSP's pre-reversion interests in the 48 Tranche 1 wells for $141 million, with proceeds from our 2nd lien term loan with GSO Capital Partners. The acceleration payment will cause Legacy's interest in these wells to increase from 20% to 85% of the parties' combined working interest, effective Aug. 1, 2017. The Company estimates the purchase price represents approximately 2.5x 2017E EBITDA, substantially improving our pro forma credit profile. As part of the amended and restated JDA, TSSP will fund 40% of the parties' development costs in the next tranche of 16 wells for 33.7% of the parties' combined working interest thereby providing Legacy with a greater participation in future horizontal Permian development (60% funding for a 66.3% working interest). TSSP will have the option to elect to fund an additional tranche of 10 wells on identical terms and will also have the opportunity to participate in a maximum of 6 additional wells per tranche within the defined area of mutual interest. TSSP's post-reversionary working interest (after a 15% internal rate of return with respect to such tranche) has also been proportionately reduced from 15% to 6.3% in the two remaining tranches. Revised Capital Expenditure Budget In association with the amended and restated JDA and acceleration payment thereunder, the Company will incur a much greater percentage of the gross development capital under the JDA on a go-forward basis. After making the acceleration payment, we became responsible for 85% of all remaining Tranche 1 capital costs to be paid regardless of when such costs were incurred. A full-text copy of the press release is available for free at: https://is.gd/mhTNz9 About Legacy Reserves Headquartered in Midland, Texas, Legacy Reserves L.P. is focused on the acquisition and development of oil and natural gas properties primarily located in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions of the United States. The Company's primary business objective has been to generate stable cash flows to allow it to make cash distributions to its unitholders and to support and increase quarterly cash distributions per unit over time through a combination of acquisitions of new properties and development of its existing oil and natural gas properties. Legacy Reserves LP reported a net loss attributable to unitholders of $74.82 million on $314.4 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to unitholders of $720.54 million on $338.77 million of total revenues for the year ended Dec. 31, 2015. * * * As of Sept. 30, 2016, S&P Global Ratings said that it lowered its corporate credit rating on Legacy Reserves to 'CCC' from 'B-'. The rating outlook is negative. The downgrade reflects S&P's expectation that the borrowing base on Legacy's revolving credit facility could be lowered substantially at its re-determination in October. As reported by the TCR on March 24, 2017, Moody's Investors Service upgraded Legacy Reserves LP's Corporate Family Rating to 'Caa2' from 'Caa3'. Legacy's 'Caa2' Corporate Family Rating (CFR) reflects the company's high leverage, weak cash flow coverage (less than 7% retained cash flow to debt, $27,272 Debt/Average Daily Production) and recent history of declining production. LEHMAN BROTHERS: Settlement With Shinhan Bank Enforceable --------------------------------------------------------- Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy, reported that U.S. Judge Denise Cote in New York refused to let Shinhan Bank, a South Korean bank, back out of a settlement with Lehman Brothers Holdings Inc., finding that emails sent by lawyers for the banks were enough to enforce the deal. According to the report, in an opinion filed Aug. 2, 2017, in U.S. District Court in New York, Judge Denise Cote upheld an earlier ruling by a bankruptcy judge that Shinhan Bank is bound to a settlement agreement with Lehman despite having never signed a document formalizing the deal. "Here, the agreement had been reached before the drafts formalizing the settlement were exchanged," Judge Cote wrote in her opinion, the Journal related. A formal written agreement, she said, "was unsigned by Shinhan only because of its own delay and the [bankruptcy] court's issuance of the dismissal order." The report related that in 2010, the Lehman estate sued Shinhan, seeking to "claw back" transfers Lehman made leading up to its bankruptcy. Five years later, Shinhan moved to dismiss the lawsuit, and, with the help of a mediator, both banks eventually hammered out an agreement to settle the matter for an undisclosed amount, the report further related. Court papers show Lehman and Shinhan engaged in back-and-forth emails for several weeks, and on June 28, 2016 a lawyer for Shinhan emailed a lawyer for Lehman to say, "Shinhan just confirmed that they have completed their internal approval process" and that the settlement would be signed within days, the report said. Later that day, the bankruptcy court issued an order dismissing the litigation between the two banks in expectation of the settlement, the report added. But Shinhan never signed the agreement nor was the settlement amount wired to Lehman, the report said. Shinhan has since claimed the deal is invalid because it was never fully executed, but the bank hit a roadblock earlier this year with Judge Shelley Chapman, who is overseeing Lehman's bankruptcy, the report noted. Judge Chapman found the emails from Shinhan's attorneys showed it had entered into a binding contract, even if the agreement wasn't fully drafted and signed, the report further noted. Judge Cote agreed, the report said. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * In October 2016, the team winding down LBHI paid $3.8 billion to creditors, the 11th distribution since Lehman's collapse in 2008. This brought the total payout to more than $113.6 billion. Bondholders were projected to receive about 21 cents on the dollar when Lehman's bankruptcy plan went into effect in early 2012. The 11th distribution raised the bondholders' recovery to more than 40 cents on the dollar and recoveries for general unsecured creditors of Lehman's commodities to 79 cents on the dollar. Lehman's aggregate 12th distribution to unsecured creditors pursuant to its confirmed Chapter 11 plan will total approximately $3.0 billion. LIMITLESS MOBILE: To Fund Plan Through Spectrum Proceeds -------------------------------------------------------- Limitless Mobile, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement dated July 31, 2017, referring to the Debtor's plan of reorganization dated July 31, 2017. Class 5 convenience Claims consists of General Unsecured Claims below $1,000. The Class 5 Convenience Class Claims are unimpaired. Unless otherwise agreed to between the Debtor and the holder of the claim, holders of Allowed Class 5 Convenience Class Claims will be paid the full amount of their Allowed Convenience Class Claim, in cash, as soon as reasonably practicable after the later of: (a) the Effective Date; or (b) 10 days after the date the Convenience Class Claim becomes allowed by a final court order. Estimated percentage recovery is 100%. Under the Plan, Class 6 General Unsecured Claims are impaired by the Plan. Unless otherwise agreed to between the Debtor and the holder of the claim, each holder of a Class 6 Allowed General Unsecured Claim will receive, in full satisfaction, settlement, release, extinguishment and discharge of the claim (i) their pro rata share of the Spectrum Proceeds after payment in full of all Administrative Expense Claims, Priority Tax Claims, Class 1 Priority Claims, the Class 2 RUS Secured Claim, but only if and to the extent that RUS is determined to have a lien against the Spectrum Proceeds, and Class 5 Convenience Class Claims; and (ii) the Additional General Unsecured Claim Distribution. Estimated recovery is not yet known. The Debtor intends to fund the Plan primarily through (i) the Spectrum Proceeds and (ii) the capital contribution provided by Tower Bridge. In addition, any holder of a claim that will receive a Plan Distribution of at least $90,000 may opt to contribute Plan Distribution as part of the Capital Contribution to be provided by Tower Bridge to purchase a pro rata percentage of the ownership interests in the Reorganized Debtor that otherwise would have been issued to Tower Bridge. Obtaining sufficient funding for the Capital Contribution is a condition to the Effectiveness of the Plan. If the Debtor is unable to raise sufficient funding, it may be asserted by the Debtor as a reason not to declare an Effective Date, provided that the Debtor determines that the condition cannot reasonably be satisfied. In such event, the Debtor will file a motion to modify or withdraw the Plan, and creditors and parties in interest will have the right to be heard with respect to such motion. The payments required to be made pursuant to the provisions of the Plan will be made from these sources and in the manner described: (a) Distributions from Spectrum Proceeds. Unless RUS is determined to have a valid lien against the Spectrum Proceeds, the Spectrum Proceeds will not be used to make any payments on account of Secured Claims under this Plan. If RUS is determined to have a valid lien against the Spectrum Proceeds, the Allowed RUS Secured Claim will be paid in full from the Spectrum Proceeds; (b) Capital Contribution from Tower Bridge. It is expected that, on the Effective Date or pursuant to other terms and conditions agreed to between the Debtor and Tower Bridge, Tower Bridge will make a capital contribution to the Reorganized Debtor of $9 million, provided however, that if Tower Bridge elects the Equity Distribution provided for in Section 3.10(c)(i) of the Plan, then the amount of the Capital Contribution will be $8 million. The Capital Contribution will be used to fund certain Payments under the Plan. The remainder of the Capital Contribution will be retained by the Reorganized Debtor as working capital; (c) Equity in Reorganized Debtor. On or as soon as reasonably practicable after the Effective Date, new equity interests will be issued in the Reorganized Debtor. In exchange for the Capital Contribution, Tower Bridge will own either: (i) 88.89% of the voting interests in the Reorganized Debtor if Tower Bridge elects the Equity Distribution provided for in Section 3.10(c)(i) of the Plan; or (ii) 100% of the common voting equity in the Reorganized Debtor if Tower Bridge elects the additional cash distribution set forth in Section 3.10(c)(ii) of the Plan. If Tower Bridge elects the Equity Distribution provided for in Section 3.10(c)(i) of the Plan, the remaining 11.11% of the voting interests in the Reorganized Debtor will be issued for the benefit of holders of Allowed Class 6 General Unsecured Creditors as set forth in section 3.10(c)(i) of the Plan. The percentages set forth above in this paragraph 5.01(c) will be reduced pro rata to the extent that other creditors participate in the Capital Contribution by making the election provided for in section 5.01(d) of the Plan. (d) Participation by Other Creditors in Capital Contribution. At their election, made in writing on a completed ballot on or before the voting deadline, any holder of a claim that will receive a Cash distribution pursuant to the Plan may opt to contribute the Plan Distribution as part of the Capital Contribution to purchase a pro rata percentage of the ownership interests in the Reorganized Debtor that otherwise would have been issued to Tower Bridge; provided however, that in order to participate in The Capital Contribution, the amount of the Plan Distribution contributed by the creditor must be at least $90,000 (the amount required to own at least 1% of the equity interests in the Reorganized Debtor based on a total equity value of $9 million) or other amount necessary for the creditor to own at least 1% of the equity interests in the Reorganized Debtor if the total equity value of the Reorganized Debtor is greater than $9 million. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb16-12685-422.pdf About Limitless Mobile Limitless Mobile, LLC, successor to Keystone Wireless, LLC, is a Delaware corporation formed in 2013 with a mission to construct a broadband network and provide wireless telecommunications services to 9 rural and underserved counties of central Pennsylvania. The company has built a $40,000,000 state-of-the-art 3G/4G LTE network that has increased access to reliable, high quality mobile phone and home internet services in rural areas. As part of its restructuring strategy, the company has determined it is necessary to downsize its retail operations. To that end, it has decided to close 5 out of its 6 retail locations, and focus its marketing efforts on the wholesale of wireless telecommunications services to nationwide service providers who do not have established infrastructure in central Pennsylvania. As part of the strategy, its suspended wireless service provided to retail customers on Jan. 7, 2016. Limitless Mobile, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-12685) on Dec. 2, 2016. In its petition, the Debtor estimated $10 million to $50,000 million in assets and $50 million to $100 million in liabilities. The petition was signed by Amir Rajwany, chief operating officer. Dilworth Paxson, LLP, serves as counsel to the Debtor and Wilkinson Barker Knauer, LLP serves as special counsel. Rust Consulting/Omni Bankruptcy acts as the Debtor's claims and noticing agent. MVP Capital, LLC, a division of Financial Telesis, Inc., serves as investment banker to the Debtor. On Dec. 16, 2016, an Official Committee of Unsecured Creditors was appointed in the case. Saul Ewing LLP represents the Committee. Gavin/Solmonese LLC serves as the panel's financial advisor. LIVELY HOPE: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The Office of the U.S. Trustee on Aug. 3 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Lively Hope Church of God in Christ. About Lively Hope Church of God in Christ Lively Hope Church is a Christ centered ministry, sowing hope and reaching souls to become saved, vibrant, and sustainable in this world through prayer and the Word of God. It listed its busines as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Church owns a fee simple interest in a property in Spanaway, WA 98387 valued at $1.9 million. Lively Hope Church of God in Christ, based in Spanaway, WA, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-42381) on June 21, 2017. The Hon. Mary Jo Heston presides over the case. Darrel B. Carter, Esq., at CBG Law Group, PLLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $1.93 million in assets and $1.33 million in liabilities. The petition was signed by Robert E Jones, president. LOS DOS MOLINOS: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee on Aug. 3 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Los Dos Molinos Cafe Y Cantina, LLC. About Los Dos Molinos Cafe Y Cantina Los Dos Molinos Cafe Y Cantina, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-07095) on June 22, 2017. At the time of the filing, the Debtor estimated less than $100,000 in assets, and $1 million in liabilities. Donald W. Powell, Esq., at Carmichael & Powell P.C. serves as the Debtor's bankruptcy counsel. Judge Paul Sala presides over the case. LUCKY # 5409: Exclusive Plan Filing Deadline Moved to Nov. 13 ------------------------------------------------------------- The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the Northern District of Illinois has extended, at the behest of Lucky # 5409, Inc., and Azhar H. Chaudhry, the exclusive period for the Debtors to file Chapter 11 plans to and including Nov. 13, 2017, and the exclusive period for the Debtors to confirm Chapter 11 plans to and including Jan. 13, 2018. As reported by the Troubled Company Reporter on Aug. 1, 2017, the Debtors asked for the extension to allow for the resolution of their litigation with IHOP in the related adversary proceeding, Adv. No. 16-00547. The Debtors said the outcome of the adversary case will directly affect the substance of the Debtor's Chapter 11 plan. The Debtors cannot file and confirm a Chapter 11 plan until the adversary case is resolved. About Lucky # 5409 Azhar Chaudhry is an individual and franchisee of an International House of Pancakes restaurant located at 7240 W. 79th Street, Bridgeview, Illinois 60455 (IHOP-Bridgeview). IHOP-Bridgeview is operated through the corporate entity, Lucky # 5409, Inc. Chaudhry is the sole shareholder and president of Lucky. IHOP Bridgeview's day-to-day operations are run by the restaurant's manager, Ron Matin. Lucky # 5409, Inc., and Azhar Chaudhry sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-16264 and 16-16273) on May 13, 2016. The cases are jointly administered under Case No. 16-16264. The petitions were signed by Azhar M. Chaudhry, president. The Debtors estimated assets at $500,001 to $1 million and liabilities at $100,001 to $500,000 at the time of the filing. The Debtors are represented by Kevin H. Morse, Esq., at Arnstein & Lehr LLP. The Debtors hired Tax Consulting Inc. as accountant. MARINA BIOTECH: Amends 2.1 Million Units Prospectus with SEC ------------------------------------------------------------ Marina Biotech, Inc., filed an amendment to its Form S-1 registration statement with the Securities and Exchange Commission relating to the offering directly to selected investors of 2,058,823 units, with each unit consisting of (i) one share of the Company's common stock, par value $0.006 per share and (ii) a warrant to purchase 0.5 shares of our common stock, at an assumed offering price of $3.40 per unit, which was the closing price of the Company's common stock on July 20, 2017. No units will be issued, however, and purchasers will receive only shares of common stock and warrants. The common stock and warrants may be transferred separately immediately upon issuance. The warrants will be immediately exercisable at an exercise price that is not less than the offering price per unit in this offering, and will expire on the fifth anniversary of the issuance date. The Company's common stock is quoted on the OTCQB under the symbol "MRNA". On July 20, 2017, the last reported sale price for the Company's common stock as reported on OTCQB was $3.40 per share. The price of the Company's common stock on the OTCQB during recent periods will only be one of the many factors in determining the offering price. Other factors to be considered include our history, our prospects, the industry in which the Company operates, the previous experience of its executive officers and the general conditions of the securities markets at the time of this offering. The Company does not intend to list the warrants on any securities exchange or other trading market and it does not expect that a public trading market will develop for the warrants. Without an active market, the liquidity of the warrants will be limited. A full-text copy of the Form S-1/A is available for free at: https://is.gd/S0K73B About Marina Biotech Headquartered in Bothell, Washington, Marina Biotech, Inc. -- http://www.marinabio.com/-- is a biotechnology company focused on the treatment 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. The company's 'next-generation of celecoxib,' including IT-102 and IT-103, are designed to control the dangerous side-effect of edema that prohibits the drug from being prescribed at higher doses. These have the potential of replacing opioids and combating the opioid epidemic. Marina Biotech reported a net loss of $837,143 on $0 of revenue for the year ended Dec. 31, 2016, compared with a net loss of $1.11 million on $0 of revenue for the year ended Dec. 31, 2015. As of March 31, 2017, Marina had $6.11 million in total assets, $2.69 million in total liabilities, all current, and $3.41 million in total stockholders' equity. Squar Milner LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses and negative cash flows from operations and has had recurring negative working capital. This raises substantial doubt about the Company's ability to continue as a going concern. MARTIN'S VIEW: Hires Hirschler Fleischer as Counsel --------------------------------------------------- Martin's View Apartments, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Columbia to employ Hirschler Fleischer as counsel. The Debtor requires Hirschler Fleischer to: a. advise the Debtor with respect to its powers and duties as a debtor-in-possession in the continued operation of its business; b. attend meetings and negotiating with representatives of creditors and other parties-in-interest; c. take necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, and object to claims filed against the Debtor's estate; d. assist the Debtor in connection with preparing necessary motions, answers, applications, orders, reports, or other legal papers necessary to the administration of the estate, and appearing in Court on behalf of the Debtor in proceedings related thereto; e. assist the Debtor in the preparation of a chapter 11 plan and disclosure statement, and in any other matters and proceedings in connection therewith, including attending court hearings; f. represent the Debtor in matters which may arise in connection with its business operations, financial and legal affairs, dealings with creditors and other parties-in-interest, sales, and other transactional matters, litigation matters and in any other matters which may arise during this case; and g. perform other necessary legal services in connection with the prosecution of this case. The Debtor, subject to the provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the local rules of this Court, proposes to pay Hirschler Fleischer its customary hourly rates for services rendered, as those rates may be adjusted from time to time, and to reimburse Hirschler Fleischer for its reasonable, necessary out-of-pocket expenses. Hirschler Fleischer received a prepetition retainer from the Debtor in the amount of $51,717, a portion of which was applied against Hirschler Fleischer's prepetition professional fees and costs, and $1,717 of which was used to pay the Court filing fee in this case. As of the Petition Date, Hirschler Fleischer was holding unearned retainer funds in the amount of $25,133. William S. Sullivan, Jr., partner with the law firm of Hirschler Fleischer, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Hirschler Fleischer may be reached at: Stephen E. Leach, Esq. Kristen E. Burgers, Esq. Hirschler Fleischer 8270 Greensboro Drive, Suite 700 Tysons, VA 22102 Tel: (703) 584-8900 Fax: (703) 584-8901 Email: sleach@hf-law.com kburgers@hf-law.com 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.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. MAXUS ENERGY: Court Refuses to Review Remand of Environmental Suit ------------------------------------------------------------------ Occidental Chemical Corporation, a named defendant in the NJ Environmental Litigation, as well as Maxus Energy Corporation, et al.'s largest unsecured creditor, filed a motion with the U.S. Bankruptcy Court for the District of Delaware for clarification or, in the alternative, reconsideration with respect to the Court's previous ruling that certain claims stemming from a civil action were to be remanded to New Jersey. Occidental requests clarification or, in the alternative, reconsideration regarding three aspects of the Court's Opinion, each of which relates to the Court's determination that the claims at issue in the Motion to Remand were property of the Debtors' estates, and, ultimately, whether Occidental's alter ego claims asserted against Repsol and the YPF Entities in the New Jersey Environmental Litigation are currently property of the Debtors' estates under section 541 of the Bankruptcy Code. With respect to reconsideration, Occidental requests that the Court reconsider its finding that the OCC Claims are property of the Debtors' estates. Occidental predicates its request for reconsideration of the Court's finding on the grounds that the "issue was not fully briefed for the Court, was not the subject of any oral argument and reaches a legal conclusion that is not supported by applicable law. The Court entered judgment denying Occidental's motion. Occidental argues that in order for Maxus, a wholly-owned subsidiary, to pierce its own veil, fiduciary duties would need to be owed by Maxus' parent. Under Delaware law, although a parent generally does not owe fiduciary duties to a wholly-owned subsidiary, the Supreme Court of Delaware observed "that a parent owes fiduciary duties to its subsidiary when that subsidiary is insolvent." As pointed out by the Debtors, Occidental has previously alleged that "[n]o later than June 1995 Maxus was insolvent or became insolvent as a result of the transfers made and obligations incurred in connection with the LBO. Since that time, Maxus has remained insolvent." Furthermore, this Court has held that a parent's directors "did owe the [wholly-owned subsidiary's] creditors fiduciary duties if and when [the subsidiary] became insolvent." Therefore, even if fiduciary duties owed by a parent to a subsidiary were required in determining whether Maxus could bring the OCC Claims under Delaware law, the result would still be the same, insofar as Maxus was insolvent. However, such a requirement -- the existence of fiduciary duties owed to the subsidiary as a prerequisite for piercing ones own veil -- is not explicit under Delaware law, as "a trustee possess standing to bring- and by logical extension, settle and release- an alter ego claim on behalf of a creditor of the debtor, as long as the claim qualifies as a 'general' claim." At the end of the day, it would not comport with fundamental bankruptcy policy, nor would it be rationally or legally sound, to at one moment require that the trustee bring claims that inure to the benefit of all creditors, and then at the next moment fail to provide any legal framework under which such claims could be asserted. With respect to the Court's permissive abstention analysis, twelve factors were considered and weighed by the Court in ultimately determining "[a]ll substantive factors in the instant permissive abstention analysis favor abstention and remand." Specifically, the Court addressed ownership of the claims in connection with both the "efficient administration of the estate" and "the presence in the proceeding of nondebtor parties" factors. The Court was correct in determining that the claims were property of the Debtors' estates, and, more so, required to make such a finding in order to rule on the previous Motion to Remand. To the extent Occidental requests a clarification that they did not, in fact, affirmatively assert that the Debtors owned the claims, this Court holds that the argument that the Debtors owned the claims was implicit throughout the initial briefing. The fact that Occidental's assertion that the Debtor's owned the claims was phrased such that Occidental could argue it retained the right to pursue the claims against Repsol is ultimately moot at this juncture: not only are the claims property of the Debtors' estates, but the Debtors are the exclusive party to assert such claims in a bankruptcy proceeding. The issue of shared and exclusive estate property need not be determined at this time, due to the fact that under Third Circuit precedent, given the claims are property of the Debtors' estates, the bankruptcy trustee is proper party to assert the Claims, and the "creditors are bound by the outcome of the trustee's action." Because the claims existed at the commencement of the bankruptcy filing, the Debtors could have asserted the claims under state law, and due to the fact that the Claims are 'general,' the Court was correct in ruling that the claims are property of the Debtors' estates. Neither clarification nor reconsideration are warranted, as there is no clear error of fact or law, nor a need to prevent manifest injustice. For the foregoing reasons, Occidental has failed to meet the standard required under Rule 59(e), and the Motion for Clarification or, in the Alternative, Reconsideration is denied. A full-text copy of the Court's Opinion dated August 2, 2017, is available at: http://bankrupt.com/misc/deb17-44832-24.pdf Counsel for Occidental Chemical Corporation: Mark D. Collins Michael J. Merchant Brendan J. Schlauch RICHARDS LAYTON & FINGER, P.A One Rodney Square 920 North King Street Wilmington, DE 19801 collins@rlf.com merchant@rlf.com schlauch@rlf.com - and - Kathy D. Patrick GIBBS & BRUNS LLP 1100 Louisiana Street, Suite 5300 Houston, TX 77002 kpatrick@gibbsbruns.com Counsel for Debtors and Debtors-in Possession: M. Blake Cleary Joseph M. Barry Travis G. Buchann YOUNG CONAWAY STARGATT & TAYLOR LLP 1000 North King Street Wilmington, DE 19801 mbcleary@ycst.com jbarry@ycst.com tbuchanan@ycst.com - and - James M. Peck Lorenzo Marinuzzi Jennifer L. Marines J. Alexander Lawrence MORRISON & FOERSTER LLP 250 West 55th Street New York, New York 10019 jpeck@mofo.com lmarinuzzi@mofo.com jmarines@mofo.com alawrence@mofo.com About Maxus Energy Corporation Maxus Energy Corporation and four of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 16-11501) on June 17, 2016. The Debtors will use the breathing spell afforded by the Bankruptcy Code to decide whether their existing environmental remediation operations and oil and gas operations can be restructured as a sustainable, stand-alone enterprise. The Debtors have engaged Young Conaway Stargatt & Taylor, LLP, as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC, as financial advisor and Prime Clerk LLC as claims and noticing agent, all are subject to the Bankruptcy Court's approval. The Debtors hired Keen-Summit Capital Partners LLC as real estate broker. The Debtors also engaged Hilco Steambank to market and sell their internet protocol numbers and other internet number resources, and EnergyNet.com to market and sell the Debtors' rights, title, and interest in and to the oil and gas properties. On July 7, 2016, the United States Trustee for the District of Delaware filed Notice of Appointment of Committee of Unsecured Creditors. The Committee selected Schulte Roth & Zabell LLP as counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research Group, LLC, serves as financial advisor for the Committee. Andrew Vara, acting U.S. Trustee for Region 3, appointed the following to a committee of retirees: John Leslie Jackson, Sr., Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby & Geddes, P.A., as co-counsel. MAYACAMAS HOLDINGS: PRC Trustee Taps Diamond McCarthy as Counsel ---------------------------------------------------------------- The Chapter 11 trustee for Profit Recovery Center LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire legal counsel. Allan Diamond, the trustee appointed in PRC's Chapter 11 case, proposes to employ Diamond McCarthy LLP to, among other things, give legal advice regarding his duties under the Bankruptcy Code; investigate the Debtor's financial condition; and assist in the preparation of a bankruptcy plan. The hourly rates charged by the firm range from $420 to $640 for partners and senior counsel, $270 to $320 for associates, and $145 to $220 for paralegals. The attorneys and paralegals expected to provide the services are: Christopher Sullivan Partner $640 Sheryl Giugliano Partner $420 Roxanne Bahadurji Associate $320 Cathy Burrow Paralegal $210 Michaela O'Rourke Paralegal $145 Diamond McCarthy does not have any connection with or any interest adverse to PRC, its estate and creditors, according to court filings. The firm can be reached through: Christopher D. Sullivan, Esq. Sheryl P. Giugliano, Esq. Roxanne Bahadurji, Esq. Diamond McCarthy LLP 150 California Street, Suite 2200 San Francisco, CA 94111 Phone: (415) 692-5200 Fax: (415) 263-9200 Email: csullivan@diamondmccarthy.com Email: sgiugliano@diamondmccarthy.com Email: rbahadurji@diamondmccarthy.com About Mayacamas Holdings LLC Mayacamas Holdings LLC owns a ranch located on a hilltop ridgeline above the town of Calistoga in Napa, California, known as Mayacamas Ranch. Mayacamas Ranch is Northern California's premier exclusive-use group retreat center for companies, non-profit groups, weddings, and families. Mayacamas Holdings LLC and Profit Recovery Center LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case Nos. 17-30326 and 17-30327) on April 7, 2017. David H. Levy, manager, signed the petitions. At the time of the filing, the Debtors estimated their assets and debts at $1 million to $10 million. Judge Dennis Montali presides over the cases. Rimon P.C. serves as the Debtors' bankruptcy counsel. On July 21, 2017, the court approved the appointment of Samuel R. Maizel as bankruptcy trustee for Mayacamas Holdings, and Allan B. Diamond as bankruptcy trustee for PRC. METRO-GOLDWYN-MAYER INC: Moody's Cuts Corp. Family Rating to Ba2 ---------------------------------------------------------------- Moody's Investors Service downgraded Metro-Goldwyn-Mayer Inc.'s corporate family rating (CFR) to Ba2 from Ba1 and probability of default rating to Ba2-PD from Ba1-PD following the completion of the company's debt-financed acquisition of the majority portion of EPIX that it did not already own. Concurrently, Moody's assigned a Ba2 rating to the company's new senior secured credit facilities, consisting of a $1 billion revolving credit facility and a $850 million term loan A. The transaction to acquire the remaining 81% stake of EPIX it did not already own from Viacom (50% ownership) and Lions Gate (31% ownership) was completed on May 11, 2017 for approximately $971 million or $855 million net of $116 million of cash held on EPIX's balance sheet. The transaction valued EPIX, a US premium pay television channel, at almost $1.2 billion. Free cash flows have historically been stable and strong. However, Moody's expects MGM to ramp up its investment in television production division which will consume a higher amount of capital through 2018 to build its TV content franchise and build EPIX, both to meet the unprecedented demand for television content. As a result, Moody's anticipates that free cash flow will be negatively impacted for the near term and debt reduction will not ramp back up until 2019 and 2020. In May 2017, MGM closed a new $850 million senior secured term loan A to finance the transaction along with borrowings under its revolving credit facility. The rating outlook is stable. This rating action concludes the review for downgrade initiated on April 6, 2017. Downgrades: Issuer: Metro-Goldwyn-Mayer Inc. -- Probability of Default Rating, Downgraded to Ba2-PD from Ba1- PD -- Corporate Family Rating , Downgraded to Ba2 from Ba1 Assignments: -- Senior Secured Bank Credit Facility, Assigned Ba2 (LGD 3) Withdrawals: -- Senior Secured Bank Credit Facility, Withdrawn , previously rated Ba1 (LGD 3) Outlook Actions: -- Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE MGM's Ba2 CFR reflects the increased and Moody's expectations of prolonged higher leverage resulting from the acquisition of the remaining 81% stake of EPIX in May. The higher leverage is a departure from the company's previous ultra-conservative financial policies. Although Moody's believes this acquisition will provide cost synergies, further diversification of revenue and additional growth opportunities long term, the materially higher debt and leverage adds moderate financial risk to the balance sheet. The rating also reflects risks associated with new film production, resulting from uncertainty surrounding theatrical performances of films and substantial upfront costs involved in producing, marketing and distributing films. Moody's remains cautious about volatility inherent in the motion picture industry and notes that expectation of modest leverage levels is key to the Ba2 rating, given the potential for steep deterioration in profitability and cash flows from lackluster theatrical performances of feature films. Accordingly, Moody's believes it is imperative for companies in the feature film and television production and distribution business to operate with modest debt levels in their capital structure and maintain a strong balance sheet. The stable outlook is based upon Moody's expectation that leverage will decline towards 2.0x over the next 18-24 months. The outlook also reflects Moody's view that MGM will continue to generate positive free cash flow and maintain good liquidity. Moody's would consider an upgrade if leverage improves back to below 1.0x (Moody's adjusted) on a sustained basis. Moody's would consider a downgrade if leverage is not on track to fall and is sustained above 2.5x (Moody's adjusted) by year end 2019, liquidity were to become constrained, or cash flow generation erodes. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Metro-Goldwyn-Mayer Inc., based in Beverly Hills, California, produces and distributes motion pictures, television programming, home videos, interactive media, music, and licensed merchandise. It owns a library of films and television programs and holds ownership interests in domestic and international television channels. Revenues for LTM ended 3/31/2017 were approximately $1.1 billion. As of March 31, 2017, Anchorage Capital Partners, Highland Capital Partners and Solus Alternative Asset Management each individually, or together with their affiliated entities, owned more than 10% of the issued and outstanding shares of common stock of MGM Holdings. MGM Holdings is the ultimate parent company of the MGM families of companies, including its subsidiary Metro-Goldwyn-Mayer Inc. MICROVISION INC: Incurs $5.5 Million Net Loss in Second Quarter --------------------------------------------------------------- MicroVision, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $5.49 million on $1.45 million of total revenue for the three months ended June 30, 2017, compared to a net loss of $3.47 million on $4.15 million of total revenue for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company reported a net loss of $11.14 million on $2.24 million of total revenue compared to a net loss of $7.03 million on $7.85 million of total revenue for the same period during the prior year. MicroVision reported a net loss of $16.47 million for the year ended Dec. 31, 2016, compared to a net loss of $14.54 million for the year ended Dec. 31, 2015. As of June 30, 2017, MicroVision had $29.91 million in total assets, $26.08 million in total liabilities and $3.82 million in total shareholders' equity. MicroVision made an initial shipment at the end of the second quarter of display engines to Ragentek, a China-based smartphone manufacturer and solution company with phones in China, India, Brazil and other countries. Ragentek placed a $6.7 million order with MicroVision in March 2017 for a customized display engine, PSE-0403-103, to be embedded in its VOGA V smartphone which Ragentek revealed on June 28, 2017, at Mobile World Congress Asia. MicroVision began volume shipments in July. Due to timing of the June shipment and the customer acceptance window, revenue for the shipped units was not recognized in the second quarter. The PSE-0403-103 display engine is part of MicroVision's engine line of business, which includes two additional scanning engines, one for interactive display and the other for 3D LiDAR sensing, that are scheduled for commercial availability later in 2017 and 2018 respectively. During the second quarter MicroVision continued its development of the interactive display and 3D LiDAR sensing engines. In April 2017 MicroVision announced that it has been awarded a development and supply contract for a laser beam scanning (LBS) system by a leading technology company that included $14 million in development fees contingent on completion of milestones and an additional $10 million upfront payment which was received in the second quarter and is expected to be applied to future component purchases by the customer. The development work began in April and is expected to span 21 months. MicroVision also continued work on two additional development contracts the company signed last year. One of those contracts is for augmented reality and the other is for an automated driving assistance system (ADAS). The Company expects to complete work on both of those development contracts in 2017. In the second quarter 2017 cash provided by operations was $4.6 million compared to cash used in operations of $4.1 million for the same period in 2016. Cash provided by operations in the quarter includes the $10 million upfront payment and $4 million in payments under the April 2017 development contract. As of June 30, 2017 backlog was $21.5 million and cash and cash equivalents were $17.7 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/rtaJso About MicroVision Redmond, Washington-based MicroVision, Inc. -- http://www.microvision.com/-- is developing its PicoP(R) display technology that can be adopted by its customers to create high-resolution miniature laser display and imaging modules. This PicoP display technology incorporates the company's patented expertise in two-dimensional Micro-Electrical Mechanical Systems (MEMS), lasers, optics and electronics. Moss Adams LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. MICROVISION INC: May Issue 1.5M Common Shares Under 2013 Plan ------------------------------------------------------------- MicroVision, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register 1,500,000 additional shares of common stock to be offered pursuant to the 2013 MicroVision, Inc. Incentive Plan. A full-text copy of the prospectus is available for free at https://is.gd/cOaTB2 About MicroVision Redmond, Washington-based MicroVision, Inc. -- http://www.microvision.com/-- is developing its PicoP(R) display technology that can be adopted by its customers to create high-resolution miniature laser display and imaging modules. This PicoP display technology incorporates the company's patented expertise in two-dimensional Micro-Electrical Mechanical Systems (MEMS), lasers, optics and electronics. MicroVision reported a net loss of $16.47 million for the year ended Dec. 31, 2016, compared to a net loss of $14.54 million for the year ended Dec. 31, 2015. As of June 30, 2017, MicroVision had $29.91 million in total assets, $26.08 million in total liabilities and $3.82 million in total shareholders' equity. Moss Adams LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. MIDWEST ASPHALT: May Use Cash Collateral Until Aug. 31 ------------------------------------------------------ The Hon. William J. Fisher of the U.S. Bankruptcy Court for the District of Minnesota has entered an order resolving Midwest Asphalt Corporation's request for authorization to continue using cash collateral. Unless further extended by an order of the Court, the Debtor's authorization to use cash collateral terminates automatically on the earlier of: (a) the date that the Welty DIP Facility terminates; or (b) Aug. 31, 2017. As additional adequate protection, the Debtor is required to draw on the Welty DIP Facility in an amount necessary to ensure that measured as of the 15th day of each month and as of the last day of each month the forced liquidation value of the items listed herein totals at least $4,063,045 (although the Debtor may draw greater sums, or more frequently, as needed). The draws will occur no later than 10 days after the 15th day of each month and no later than 10 days after month end, respectively. For purposes of determining the draw amounts, Callidus and the Debtor stipulate to these forced liquidation values of the items: a. Available cash on hand = 100% of its value b. Accounts receivable = 51.9% of book value c. Inventory on hand = 40.8% of book value d. Debtor's titled vehicles = $982,185.53 e. Cash value of life insurance policies held by Bury Family Trust and Blaine Johnson = $184,103 Disputes relating to this calculation and the need for, or the amount of, any draw will be resolved first by requesting a status conference with the Court. In case of dispute, the Required Draw will occur within three days after the Court determines the Required Draw Amount. The DIP Lender is required to fund in available U.S. funds the Required Draw Amounts. The Debtor agrees to provide this information to Callidus daily: (i) daily PDF of bank statement activity (general and payroll accounts); (ii) PDF of all check runs on days checks are prepared; (iii) daily detailed accounts receivable aged trial balance in Excel (same as we receive weekly presently); and (iv) daily deposit detail in Excel. A copy of the Order is available at: http://bankrupt.com/misc/mnb17-40075-232.pdf As reported by the Troubled Company Reporter on July 21, 2017, the Court previously authorized the Debtor to use cash collateral until July 31, 2017. Of the creditors with secured claims, the only parties with a prepetition interest in cash collateral is Callidus Capital Corporation. Additional postpetition lien in cash collateral have been granted to MAC Investment-Chanhassen, LLC, and Gary Welty. All of the Debtor's other Secured Lenders have liens in only certain specified equipment; and have no liens in cash collateral. As of the date of the filing, Callidus was owed approximately $15.0 million. Callidus is undersecured. About Midwest Asphalt Midwest Asphalt Corporation, based in Hopkins, Minnesota, filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-40075) on Jan. 12, 2017. The petition was signed by Blair Bury, president. The Debtor estimated assets and debt at $10 million to $50 million at the time of the filing. The case is assigned to Judge Katherine A. Constantine. The Debtor is represented by Thomas Flynn, Esq., at Larkin Hoffman. Daniel M. McDermott, the U.S. Trustee for Region 12, on Feb. 2, 2017, appointed two creditors of Midwest Asphalt Corporation to serve on the official committee of unsecured creditors. The committee members are: (1) WD Larson/Allstate Peterbilt; and (2) Tiller Corporation. The U.S. Trustee, on March 16, 2017, added LSREF2 Cobalt LLC to the Committee. The Committee tapped Matthew R. Burton, Esq., at Leonard, O'Brien, Spencer Gale & Sayre, Ltd., as legal counsel. MIDWEST PORTABLE: Has Final Nod to Use DCC Cash Collateral ---------------------------------------------------------- Judge Basil H. Lorch III of the U.S. Bankruptcy Court for the Southern District of Indiana signed a final order authorizing Midwest Portable Machine, Inc., to use cash collateral. As of the Petition Date, the Debtor owed Direct Capital Corporation an aggregate outstanding principal amount of not less than approximately $91,555 pursuant to a certain Pre-Petition Credit Facility, secured by first priority, valid, binding, perfected and enforceable liens and security interests on and in substantially all of the Debtor's assets. The Debtor has asserted that it does not have sufficient sources of working capital, including cash collateral, to continue the orderly operation of their businesses and administration of its estate. Accordingly, Direct Capital has consented to the Debtor's use of Cash Collateral and other financial accommodations. As part of the adequate protection of Direct Capital's interest, the Debtor will make a payment to Direct Capital in the amount of $1,000 on or before the last day of July 2017, and, $1,000 on the last day of each month thereafter until Plan Confirmation. Direct Capital is also granted, as additional adequate protection for any post-petition diminution in value of its pre-petition collateral, additional and replacement security interests and liens in and upon all of the pre-petition collateral and all of the Debtor's now owned and after acquired assets and rights of any kind or nature and wherever located, excluding causes of action pursuant to Chapter 5 of the Bankruptcy Code. Direct Capital will also have an allowed superpriority administrative expense claim. The Debtor agrees to maintain insurance on personal property that is Direct Capital's collateral as required in the applicable loan documents, and will provide evidence of insurance to Direct Capital. The Debtor must segregate and account for any cash collateral in its possession, custody, or control. A full-text copy of the Final Order, dated August 1, 2017, is available at https://is.gd/OIMxP5 About Midwest Portable Machine Midwest Portable Machine, Inc., is an Indiana Corporation organized under the laws of the State of Indiana and conducting business within the State of Indiana at its plant in Booneville, Indiana. The Debtor's business relates to repairing heavy equipment and machinery primarily for the coal industry. Midwest Portable Machine, Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 17-70587) on June 13, 2017. John Andrew Goodridge, Esq., who has an office in Evansville, Indiana, serves as the Debtor's bankruptcy counsel. No committee of unsecured creditors has been appointed. MILLERS HERITAGE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Millers Heritage Landscape LLC as of August 4, according to a court docket. About Millers Heritage Landscape LLC Millers Heritage Landscape LLC is a landscaping company in Parkville, Missouri. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Mo. Case No. 17-50265) on June 26, 2017. Michael Perdue, managing member, signed the petition. At the time of the filing, the Debtor disclosed $491,683 in assets and $2.19 million in liabilities. Judge Arthur B. Federman presides over the case. Krigel & Krigel, P.C. represents the Debtor as bankruptcy counsel. The Debtor hired Kelly S. Taylor CPA, P.C. as its accountant. MMM DIVERSIFIED: Unsecureds to be Paid at 3.5% in One Yr. --------------------------------------------------------- MMM Diversified LLC filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement dated July 31, 2017, referring to the Debtor's plan of reorganization. Holders of Class 7 Unsecured Claims will be paid within 12 months from the date of confirmation. Interest will be paid to unsecured creditors from the confirmation date at 3.5%. This class is impaired by the Plan. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb16-10976-81.pdf About MMM Diversified MMM Diversified, LLC, is an Arizona limited liability company. The business of the Debtor is buying, renting and selling real property. The real property presently owned by the Debtor is residential. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-10976) on Sept. 23, 2016. The petition was signed by Michael F. Sprinkle, managing member. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The Debtor is represented by Carmichael & Poweell P.C. No official committee of unsecured creditors has been appointed in the Debtor's case. MONTGOMERY-SANSOME: Hires Edwin Bradley as Special Counsel ---------------------------------------------------------- Montgomery-Sansome, LP a/k/a Montgomery Sansome, LP seeks authorization from the U.S. Bankruptcy Court for the Northern District of California to employ Edwin Bradley, Esq., as special counsel. The Debtor requires the Lawyer to: a. assist, advise and represent the Debtor in collection of outstanding bills and payments owed on construction contracts. b. assist, advise and represent the Debtor in litigating civil lawsuits arising out of its construction contracts and related claims. c. assist, advise and represent the Debtor in review of important agreements, correspondence and related documents necessary to the routine functions of its business operations. d. assist, advise and represent the Debtor in issues arising out of its relations with employees. e. assist, advise and represent the Debtor in litigating civil lawsuits or other administrative actions arising out of its employee relations. f. assist, advise and represent Debtor with respect to avoiding and/or resolving compliance issues with administrative agencies relevant to its routine business operations. g. provide other special litigation services on an as needed basis as determined by the Debtor and the Debtor's counsel, but only to the extent that such services are beneficial to the Debtor's bankruptcy estate. The Lawyer has agreed to provide the Debtor with a substantially reduced hourly rate of $45.00 per hour plus and including a $10.00 per hour contingency award for all litigation matters that are resolved with a recovery through judgment or settlement. The Debtor will pay the Lawyer a $7,500 retainer as per the fee agreement. As of June 3, 2017, the Debtor had approximately $90,000 in its bank account. The Debtor's agreement with the Lawyer provides for the payment of a $7,500 post-petition retainer. Edwin Bradley, Esq., the Law Office of Edwin Bradley, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Lawyer may be reached at: Edwin Bradley, Esq. Law Offices of Edwin Bradley, Esq. 1390 Market Street, Suite 200 San Francisco, CA 94102 Phone: (628) 200-3056 E-mail: edbradlawyer@yahoo.com About Montgomery-Sansome, LP Montgomery Sansome -- http://www.montgomerysansome.net-- is a family-owned business with Len Nordeman, G.P at the helm. Len Nordeman obtained his contractor's license in 1965, and has since completed more than 22,000 construction projects and maintains an A+ rating with the Better Business Bureau. Services provided by Montgomery Sansome include addressing the immediate needs of the occupants and owners, including the insurance company-required "mitigation of damage". This means providing the services necessary to reduce further damage which could result from excess water, smoke, or other exposures. Montgomery Sansome, L.P., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 17-30515) on May 26, 2017, disclosing under $1 million in both assets and liabilities. The Debtor hired C. Alex Naegele, Esq., at C. Alex Naegele, A Professional Law Corporation, as general bankruptcy counsel. The Debtor hired the Law Office of Edwin Bradley as special counsel. MPM HOLDINGS: Will Host Teleconference on Aug 8 for Q2 Results -------------------------------------------------------------- MPM Holdings Inc. will host a teleconference to discuss second quarter 2017 results on Tuesday, Aug. 8, 2017, at 10 a.m. Eastern Time. The Company will issue a press release announcing its financial results for the second quarter ended June 30, 2017, prior to the opening of the market on Aug. 8, 2017. Interested parties are asked to dial-in approximately 10 minutes before the call begins at the following numbers: U.S. Participants: (844) 309-6571 International Participants: (484) 747-6920 Participant Passcode: 47740371 Live Internet access to the call and presentation materials will be available through the Investor Relations section of the Company's website: http://www.momentive.com/ A replay of the call will be available for three weeks beginning at 2 p.m. Eastern Time on Aug. 8, 2017. The playback can be accessed by dialing (855) 859-2056 (U.S.) and +1 (404) 537-3406 (International). The passcode is 47740371. A replay also will be available through the Investor Relations Section of the Company's website. About Momentive MPM Holdings Inc. ("Momentive") -- http://www.momentive.com/-- is a holding company that conducts substantially all of its business through its subsidiaries. Momentive's wholly owned subsidiary, MPM Intermediate Holdings Inc., is a holding company for its wholly owned subsidiary, Momentive Performance Materials Inc. ("MPM") and its subsidiaries. The Company filed a petition on April 13, 2014, with the U.S. Bankruptcy Court for the Southern District of New York for reorganization under the provisions of Chapter 11 of the Bankruptcy Code. The Plan was substantially consummated on Oct. 24, 2014, and the Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting. As a result of MPM's reorganization and emergence from Chapter 11 bankruptcy, Momentive became the indirect parent company of MPM in accordance with MPM's plan of reorganization pursuant to MPM's emergence from Chapter 11 bankruptcy on the Emergence Date. Prior to its reorganization, MPM, through a series of intermediate holding companies, was controlled by investment funds managed by affiliates of Apollo Management Holdings, L.P. Momentive, along with its subsidiaries, is a producer of silicones, silicone derivatives and functional silanes. Momentive is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. MPM Holdings reported a net loss of $163 million for the year ended Dec. 31, 2016, following a net loss of $83 million for the year ended Dec. 31, 2015. As of March 31, 2017, MPM Holdings had $2.60 billion in total assets, $2.12 billion in total liabilities and $486 million in total equity. MURPHY OIL: Fitch Cuts IDR to BB on Narrower Financial Flexibility ------------------------------------------------------------------ Fitch Ratings has downgraded Murphy Oil Corporation's (Murphy; NYSE: MUR) Long-term Issuer Default Rating (IDR) to 'BB' from 'BB+', as well as the unsecured debt rating to 'BB/RR4' from 'BB+/RR4'. The company's unsecured guaranteed credit facility is affirmed at 'BBB-/RR1'. The Rating Outlook is revised to Stable from Negative. The downgrade reflects Fitch's view that Murphy has narrower financial flexibility and capital allocation capacity to fund its diverse resource base in various stages of exploration, development and growth, as well as a sizeable dividend, in a lower-for-longer scenario. Fitch believes that the current production base and dividend level will provide limited free cash flow (FCF) over the next few years with which to re-establish operational momentum without some combination of additional debt, reduced liquidity, higher market prices, or a re-evaluation of capital allocation. Another consideration is the reduced commitment and shorter term of the credit facility which introduces some additional liquidity concerns. Approximately $2.8 billion in debt, excluding capitalized leases, is affected by rating action. A full list of rating actions follows at the end of this release. KEY RATING DRIVERS Operational Focus, Capital Allocation Concerns: Murphy has an oil-weighted production profile with principal positions in the Eagle Ford, Montney, Duvernay, and offshore Malaysia, U.S. Gulf of Mexico, and Canada. Additionally, the company won an exploratory offshore Mexico block, with its partners, to add to its prospective offshore Australia, Brunei, and Vietnam positions. Fitch is concerned that the company's diversification, in the context of its moderate size and various stages of resource development, including a material exploration component, could limit operational focus and capital allocation efficiency. Further, Fitch believes that, in a lower-for-longer scenario, the company is likely to outspend FCF in order to re-establish operational momentum and grow its reserve and production bases. Fitch recognizes, however, that these opportunities are core to Murphy's operational sustainability and growth profile by potentially adding substantial economically recoverable resources and reducing longer-term risks related to production volumes and cash flow. Negative FCF, Improved Metrics: Fitch's 2017 base case, considering a $50/barrel oil and $2.75/mcf natural gas price, forecasts Murphy will be approximately $150 million FCF negative and assumes that the company will maintain a similar FCF profile in 2018. Fitch highlights that this shortfall is generally consistent with the dividend payout. FCF shortfalls are anticipated to be funded with cash-on-hand, debt, or a combination of both. Debt/EBITDA, following repayment of the Dec. 2017 maturity, is estimated to decline to approximately 2.1x in 2017 with a similar leverage profile in 2018. Debt/proved (1p) reserves, debt/proved developed (PD) reserves, and debt/flowing barrel metrics are projected to improve to around $3.80/boe, $7.50/boe and $15,335, respectively, in 2017. Asset Coverage and Security Package Support Credit Facility Rating: The 'BBB-/RR1' ratings for the $1.1 billion unsecured guaranteed credit facility reflects the strong asset coverage and guarantees provided by Murphy's material U.S. and international (non-Canadian) subsidiaries that directly represents approximately 50% of current consolidated EBITDA and indirectly represents an additional 30%. Fitch notes that on Dec. 21, 2016, the facility was amended removing the guarantee from Murphy Oil Company, Ltd (MOCL) representing the remaining roughly 20% of EBITDA. The amendment includes a springing MOCL guarantee conditional upon the company borrowing over $500 million on the credit facility or consolidated debt exceeding 4.25x LTM adjusted EBITDAX excluding MOCL, subject to a step-down to 4.0x beginning Sept. 30, 2017. The credit facility security also includes a springing collateral provision that is triggered if the consolidated leverage ratio is greater than 3.25x and provides the bank syndicate with a first lien security position, subject to the lien limitation. The lien limitation, under the terms of the unsecured indenture, is defined as 10% of net tangible assets, which Fitch estimates at $750 million-$800 million as of June 30, 2017. Additional secured and pari passu guaranteed debt is prohibited under the credit agreement. DERIVATION SUMMARY Murphy is a mid-sized independent E&P with a diverse, global resource base in various stages of exploration, development and growth. Production is expected to average approximately 165 mboepd in 2017, generally consistent with growth-oriented Newfield Exploration Co. ('BB+'/Positive), but greater than portfolio-optimizing QEP Resources, Inc. ('BB'/Stable). Fitch's base case forecasts Murphy will be about $150 million FCF negative, generally consistent with similarly rated high-yield peers. However, the FCF outspend is mainly attributed to dividend payments rather than by development- and growth-oriented capital outspending. Credit metrics are anticipated to push against tolerances for Murphy at the upper-end of the 'BB' rating category in a lower-for-longer scenario, particularly if management pursues a more robust capital program and maintains its sizeable dividend. Murphy's diversification, in the context of its size, scale and various stages of resource development, could limit operational focus and capital allocation efficiency. The company's peers tend to have sizeable U.S. onshore acreage positions or have generally employed a strategy to optimize and focus their resource portfolio, including Newfield, QEP, Noble Energy Inc. ('BBB-'/Stable), and Hess Corporation ('BBB-'/Stable). KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Murphy include: -- WTI oil price that trends up from $50/barrel in 2017 to a long-term price of $62.50/barrel; -- Henry Hub gas that trends up from $2.75/mcf in 2017 to a long- term price of $3.25/mcf; -- Production of approximately 166 mboepd in 2017 followed by a relatively flat production profile medium-term; -- Liquids mix declines to 63% in 2017 followed by a moderately lower liquids profile thereafter; -- Capex of $890 million in 2017 followed by capital spending generally consistent with cash flow from operations; -- Net asset sale proceeds of approximately $50 million in 2017 and no additional sales over the forecast period; -- Dividend payments remain unchanged. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a positive rating action -- Enhanced long-term liquidity profile, and; -- Heightened operational and capital allocation focus that improves financial flexibility, while retaining size and scale; -- Mid-cycle debt/EBITDA under 2.3x-2.5x on a sustained basis; -- Debt/flowing barrel under $20,000-$22,500 or debt/PD around $7.50 - $8.00/boe on a sustained basis. Future developments that may, individually or collectively, lead to negative rating action -- Material deterioration in the expected liquidity profile; -- Narrower financial flexibility and capital allocation capacity that reduces operational momentum, size, and scale; -- Debt/EBITDA around 3.0x on a sustained basis; -- Debt/flowing barrel over $25,000 - $27,500 or debt/PD around $8.50 - $9.00/boe on a sustained basis. LIQUIDITY Cash Includes 2016 Notes Issuance Proceeds: Cash and equivalents were approximately $1.1 billion, as of June 30, 2017, with nearly $720 million held in Malaysia and Canada. Fitch notes that about $550 million of cash is related to an Aug. 2016 debt issuance initially intended to partially repay the $550 million notes due Dec. 2017. The company also had about $40 million in Canadian government securities with maturities greater than 90 days. Modified, Reduced Credit Facility: Additional liquidity is provided by the company's $1.1 billion senior unsecured guaranteed credit facility (over $900 million available, considering approximately $178 million in outstanding letters of credit, as of June 30, 2017) maturing in August 2019. Fitch notes that on Dec. 21, 2016, the facility was amended reducing it to $1.1 billion from $1.2 billion in conjunction with the removal of the MOCL guarantee. Manageable Maturities Profile: The only near-term maturity is Murphy's $550 million notes due Dec. 2017. There are no additional maturities until June 2022. Adequate Covenant Headroom: The main financial covenants are a consolidated leverage ratio not to exceed 3.75x (excluding the notes due August 2024 until Dec. 2017), interest coverage ratio greater than 2.5x, and a minimum domestic liquidity provision of at least $500 million. Other notable covenants include a prohibition on the issuance of additional secured and pari passu guaranteed debt. Fitch believes that the company currently has adequate headroom. Manageable Other Liabilities: Murphy's defined pension benefit plan was underfunded by approximately $296 million, as of Dec. 31, 2016. Fitch believes that the expected size of service costs and contributions is manageable relative to mid-cycle fund flows from operations. Fitch also recognizes that changes made to the U.S. plan in conjunction with the 2013 spin-off of Murphy's retail marketing operation and the U.K. benefits freeze upon the 2015 disposal of the U.K. downstream assets should help moderate future benefit obligations. Asset retirement obligations (AROs) were over $700 million as of June 30, 2017. Other contingent obligations, as of Dec. 31, 2016, include operating leases (over $71 million in expected 2017 payments; majority linked to Malaysian offshore facilities), drilling rigs and associated equipment (all commitments expire in 2019 totalling approximately $45 million; a portion is expected to be paid by working-interest partners), and U.S. and Canadian transportation and operating service agreements (nearly $54 million in minimum monthly payments in 2017). The company was required to pay over $50 million in 2016 under the terms of its minimum volume transportation and operating service agreements. FULL LIST OF RATING ACTIONS Murphy Oil Corporation -- Long Term IDR downgraded to 'BB' from 'BB+'; -- Senior Unsecured Notes downgraded to 'BB/RR4' from 'BB+/RR4'; -- Senior Unsecured Guaranteed Revolver affirmed at 'BBB-/RR1. The Rating Outlook is revised to Stable from Negative. MURPHY OIL: Fitch Rates New $550MM Unsecured Notes Due 2025 BB -------------------------------------------------------------- Fitch Ratings has assigned a 'BB/RR4' rating to Murphy Oil Corporation's (Murphy; NYSE: MUR) proposed $550 million unsecured notes issuance due 2025. Net proceeds are expected to be used to refinance the $550 million senior unsecured notes due December 2017 and for general corporate purposes. The notes are expected to rank pari passu with Murphy's existing unsecured debt. The debt issuance helps improve Murphy's liquidity position and mitigates any potential medium-term liquidity concerns. However, the transaction increases gross debt levels and forecasted 2017 pro forma debt/EBITDA metrics to around 2.5x from 2.1x, but still within Fitch's credit metric tolerances for Murphy at its current 'BB' rating. KEY RATING DRIVERS Operational Focus, Capital Allocation Concerns: Murphy has an oil-weighted production profile with principal positions in the Eagle Ford, Montney, Duvernay, and offshore Malaysia, U.S. Gulf of Mexico, and Canada. Additionally, the company won an exploratory offshore Mexico block, with its partners, to add to its prospective offshore Australia, Brunei, and Vietnam positions. Fitch is concerned that the company's diversification, in the context of its moderate size and various stages of resource development, including a material exploration component, could limit operational focus and capital allocation efficiency. Further, Fitch believes that, in a lower-for-longer scenario, the company is likely to outspend FCF in order to re-establish operational momentum and grow its reserve and production bases. Fitch recognizes, however, that these opportunities are core to Murphy's operational sustainability and growth profile by potentially adding substantial economically recoverable resources and reducing longer-term risks related to production volumes and cash flow. Negative FCF, Wider Metrics Post-Issuance: Fitch's 2017 base case, considering a $50/barrel oil and $2.75/mcf natural gas price, forecasts Murphy will be approximately $150 million FCF negative and assumes that the company will maintain a similar FCF profile in 2018. Fitch highlights that this shortfall is generally consistent with the dividend payout. FCF shortfalls are anticipated to be funded with cash-on-hand, debt, or a combination of both. Debt/EBITDA, following the proposed issuance and repayment of the Dec. 2017 maturity, is estimated to be approximately 2.5x in 2017 with a similar leverage profile in 2018. Debt/proved (1p) reserves, debt/proved developed (PD) reserves, and debt/flowing barrel metrics are projected to remain relatively flat at around $4.40/boe, $8.80/boe and $18,045, respectively, in 2017. Asset Coverage and Security Package Support Credit Facility Rating: The 'BBB-/RR1' ratings for the $1.1 billion unsecured guaranteed credit facility reflects the strong asset coverage and guarantees provided by Murphy's material U.S. and international (non-Canadian) subsidiaries that directly represents approximately 50% of current consolidated EBITDA and indirectly represents an additional 30%. Fitch notes that on Dec. 21, 2016, the facility was amended to remove the guarantee from Murphy Oil Company, Ltd (MOCL) representing the remaining roughly 20% of EBITDA. The amendment includes a springing MOCL guarantee conditional upon the company borrowing over $500 million on the credit facility or consolidated debt exceeding 4.25x LTM adjusted EBITDAX excluding MOCL, subject to a step-down to 4.0x beginning Sept. 30, 2017. The credit facility security also includes a springing collateral provision that is triggered if the consolidated leverage ratio is greater than 3.25x and provides the bank syndicate with a first-lien security position, subject to the lien limitation., Under the terms of the unsecured indenture the lien limitation is defined as 10% of net tangible assets, which Fitch estimates at $750 million-$800 million as of June 30, 2017. Additional secured and pari passu guaranteed debt is prohibited under the credit agreement. DERIVATION SUMMARY Murphy is a mid-sized independent E&P with a diverse, global resource base in various stages of exploration, development and growth. Production is expected to average approximately 165 mboepd in 2017, generally consistent with growth-oriented Newfield Exploration Co. ('BB+'/Positive), but greater than portfolio-optimizing QEP Resources, Inc. ('BB'/Stable). Fitch's base case forecasts Murphy will be about $150 million FCF negative, generally consistent with similarly rated high-yield peers. However, the FCF outspend is mainly attributed to dividend payments rather than development- and growth-oriented capital outspending. Credit metrics are anticipated to push against tolerances for Murphy at the upper-end of the 'BB' rating category in a lower-for-longer scenario, particularly if management pursues a more robust capital program and maintains its sizeable dividend. Murphy's diversification, in the context of its size, scale and various stages of resource development, could limit operational focus and capital allocation efficiency. The company's peers tend to have sizeable U.S. onshore acreage positions or have generally employed a strategy to optimize and focus their resource portfolio, including Newfield, QEP, Noble Energy Inc. ('BBB-'/Stable), and Hess Corporation ('BBB-'/Stable). KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Murphy include: -- WTI oil price that trends up from $50/barrel in 2017 to a long-term price of $62.50/barrel; -- Henry Hub gas that trends up from $2.75/mcf in 2017 to a long- term price of $3.25/mcf; -- Production of approximately 166 mboepd in 2017 followed by a relatively flat production profile medium-term; -- Liquids mix declines to 63% in 2017 followed by a moderately lower liquids profile thereafter; -- Capex of $890 million in 2017 followed by capital spending generally consistent with cash flow from operations; -- Net asset sale proceeds of approximately $50 million in 2017 and no additional sales over the forecast period; -- Dividend payments remain unchanged; -- Issuance of proposed $550 million unsecured notes due 2025. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a positive rating action -- Enhanced long-term liquidity profile, and; -- Heightened operational and capital allocation focus that improves financial flexibility, while retaining size and scale; -- Mid-cycle debt/EBITDA under 2.3x-2.5x on a sustained basis; -- Debt/flowing barrel under $20,000-$22,500 or debt/PD around $7.50-$8.00/boe on a sustained basis. Future developments that may, individually or collectively, lead to negative rating action -- Material deterioration in the expected liquidity profile; -- Narrower financial flexibility and capital allocation capacity that reduces operational momentum, size, and scale; -- Debt/EBITDA around 3.0x on a sustained basis; -- Debt/flowing barrel over $25,000-$27,500 or debt/PD around $8.50-$9.00/boe on a sustained basis. LIQUIDITY Cash Temporarily Increases Post-Issuance: Pro forma cash and equivalents are approximately $1.7 billion, as of June 30, 2017, with nearly $720 million held in Malaysia and Canada. Fitch notes that about $550 million of pro forma cash is intended to repay the $550 million notes due Dec. 2017. The company also had about $40 million in Canadian government securities with maturities greater than 90 days. Modified, Reduced Credit Facility: Additional liquidity is provided by the company's $1.1 billion senior unsecured guaranteed credit facility (over $900 million available, considering approximately $178 million in outstanding letters of credit, as of June 30, 2017) maturing in August 2019. Fitch notes that on Dec. 21, 2016, the facility was amended, reducing it to $1.1 billion from $1.2 billion in conjunction with the removal of the MOCL guarantee. Manageable Maturities Profile: The only near-term maturity is Murphy's $550 million notes due Dec. 2017. There are no additional maturities until June 2022. Adequate Covenant Headroom: The main financial covenants are a consolidated leverage ratio not to exceed 3.75x (excluding the notes due August 2024 until Dec. 2017), interest coverage ratio greater than 2.5x, and a minimum domestic liquidity provision of at least $500 million. Other notable covenants include a prohibition on the issuance of additional secured and pari passu guaranteed debt. Fitch believes that the company currently has adequate headroom. Manageable Other Liabilities: Murphy's defined pension benefit plan was underfunded by approximately $296 million, as of Dec. 31, 2016. Fitch believes that the expected size of service costs and contributions is manageable relative to mid-cycle fund flows from operations. Fitch also recognizes that changes made to the U.S. plan in conjunction with the 2013 spin-off of Murphy's retail marketing operation and the U.K. benefits freeze upon the 2015 disposal of the U.K. downstream assets should help moderate future benefit obligations. Asset retirement obligations (AROs) were over $700 million as of June 30, 2017. Other contingent obligations, as of Dec. 31, 2016, include operating leases (over $71 million in expected 2017 payments; majority linked to Malaysian offshore facilities), drilling rigs and associated equipment (all commitments expire in 2019 totalling approximately $45 million; a portion is expected to be paid by working-interest partners), and U.S. and Canadian transportation and operating service agreements (nearly $54 million in minimum monthly payments in 2017). The company was required to pay over $50 million in 2016 under the terms of its minimum volume transportation and operating service agreements. FULL LIST OF RATING ACTIONS Fitch has assigned the following rating: Murphy Oil Corporation -- Senior Unsecured Notes 'BB/RR4'. Fitch currently rates Murphy as follows: Murphy Oil Corporation -- Long Term IDR at 'BB'; -- Senior Unsecured Notes at 'BB/RR4'; -- Senior Unsecured Guaranteed Revolver at 'BBB-/RR1'. The Rating Outlook is Stable. MURPHY OIL: Moody's Rates New $550MM Unsec. Notes Due 2025 'Ba3' ---------------------------------------------------------------- Moody's Investors Service upgraded Murphy Oil Corporation's unsecured notes rating to Ba3 from B1 and assigned a Ba3 rating to Murphy's proposed $550 million senior unsecured notes due 2025. At the same time, Moody's affirmed Murphy's Ba3 Corporate Family Rating (CFR) and Ba3-PD Probability of Default Rating, while upgrading its Speculative Grade Liquidity Rating to SGL-1 from SGL-3. The outlook is stable. The proceeds from the proposed notes offering will be used to repay the company's 2.5% notes due December 2017. "The upgrade of the unsecured notes rating reflects Moody's beliefs that Murphy will maintain sufficient headroom under its leverage and interest coverage tests such that it won't trigger the springing collateral trigger on its revolving credit facility," commented John Thieroff, Moody's Vice President. Issuer: Murphy Oil Corporation Affirmations: -- Corporate Family Rating, Affirmed Ba3 -- Probability of Default Rating, Affirmed Ba3-PD Upgrades: -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-3 -- Senior Unsecured Regular Bond/Debentures, Upgraded to Ba3 (LGD 4) from B1 (LGD 5) Assignments: Issuer: Murphy Oil Corporation -- Senior Unsecured Regular Bond/Debentures Assigned Ba3 (LGD 4) Outlook Actions: Issuer: Murphy Oil Corporation -- Outlook, Remains Stable RATINGS RATIONALE The Ba3 ratings on Murphy's proposed notes and its existing unsecured notes reflect Murphy's capital structure, which consists of an unsecured revolving credit facility and unsecured notes. The revolver has a springing collateral trigger, under which Moody's expects Murphy to maintain adequate headroom to prevent the facility from becoming secured. In the remote event the revolver became secured, the unsecured notes would be rated one notch below the CFR. The upgrade in Murphy's SGL rating to SGL-1 from SGL-3 reflects its large cash balances, undrawn revolving credit facility and cash flow from operations sufficient to largely cover capital expenditures and dividends through 2018. Liquidity at June 30, 2017 totaled $2 billion in the form of cash and revolver availability. By using the proceeds from the proposed bond offering to repay the December 2017 maturity of $550 million in unsecured notes rather than cash on hand, Murphy will preserve its ample liquidity cushion. Murphy's Ba3 CFR reflects significant financial leverage and a widespread, capital intensive asset base. Murphy has meaningful exposure to riskier offshore production, with about 50% of 2017 production expected to come from offshore, particularly in Malaysia and to a lesser extent in the deepwater Gulf of Mexico. The company has a history of being offshore exploration focused, with inconsistent results. For a company its size, Murphy's level and geographic diversity of offshore exploration and production adds an element of business risk most of its similarly rated peers don't have. More recently, the company has focused on developing and growing lower-risk onshore land positions in the Eagle Ford Shale in the US and Montney Shale and Duvernay Shale in Canada, areas that are expected to fuel near-term production growth. Murphy's high exposure to liquids production and oil-linked sales of liquefied natural gas benefits its cash margins relative to its peers. Murphy's SGL-1 rating reflects a very good liquidity profile through 2018, with cash flow from operations sufficient to largely cover capital expenditures and dividends, large cash balances and an undrawn $1.1 billion unsecured revolving credit facility as of June 30, 2017. Murphy incurred deferred income tax charges in the second quarter of 2017 to begin repatriating cash from Malaysia and Canada that it does not consider necessary to fund domestic operations in those countries; at December 31, 2016, Murphy held a combined $472 million in cash in these countries. As Murphy repatriates this cash, financial flexibility will improve as a much greater portion of its balance sheet cash ($1.06 billion at June 30, 2017) will become available to be deployed in the US. Murphy's $1.1 billion revolver was undrawn at June 30, 2017 although $178 million in letters of credit had been issued, leaving availability of $922 million. The revolver expires in August 2019. Moody's expects the company to remain well in compliance with its one financial covenant of EBITDAX/Interest coverage no less than 2.5x. In order to avoid having the revolver become secured Murphy is required to maintain debt/EBITDAX no greater than 3.25x. Moody's expects Murphy to generate EBITDAX more than sufficient to remain in compliance with this springing collateral test. Beyond the notes maturing in December 2017, Murphy's next debt maturity is in 2022. The outlook is stable. Murphy's ratings could be upgraded should the company demonstrate consistent production growth funded through cash flow while sustaining RCF/Debt above 25% and a leveraged full-cycle ratio (LFCR) of 1.5x. Murphy's ratings could be downgraded should retained cash flow to debt fall towards 15% or the LFCR falls below 1x on a sustained basis. Murphy Oil Corporation is headquartered in El Dorado, Arkansas with principal operations offshore Malaysia, the Gulf of Mexico and offshore Eastern Canada and onshore in the Eagle Ford Shale of South Texas and the Montney Shale and Duvernay Shale of Alberta, Canada. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. MUSCLEPHARM CORP: Agrees to Settle CFG Dispute for $3 Million ------------------------------------------------------------- MusclePharm Corporation approved a settlement agreement with City Football Group Limited effective July 7, 2017. As previously discussed in August 2016, CFG commenced arbitration in the United Kingdom against the Company, seeking approximately $8.3 million for the Company's purported breach of the agreement. The Settlement Agreement represents a full and final settlement of all litigation between the parties. Under the terms of the agreement, the Company has agreed to pay CFG a sum of $3 million, consisting of a $1 million payment that was advanced by a related party on July 7, 2017, and subsequent $1 million installments to be paid by July 7, 2018 and July 7, 2019, respectively. The Company recorded a charge in its Statement of Operations for the quarter ended June 30, 2017, for approximately $1.5 million, representing the discounted value of the unrecorded settlement amount. The Company has now concluded the finalization of all its major legacy endorsement deals. This agreement represents another step in MusclePharm's efforts to bring resolution to the legacy issues facing the Company. The City Football Group agreement was the last of the endorsement deals to be unwound as has been previously disclosed. The agreement represents the resolution and extinguishment of a liability that could have totaled more than $9 million, including legal fees. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB: MSLP) -- http://www.muslepharm.com/-- develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. MusclePharm reported a net loss of $3.47 million on $132.5 million of net revenue for the year ended Dec. 31, 2016, compared to a net loss of $51.85 million on $166.9 million of net revenue for the year ended Dec. 31, 2015. The Company's balance sheet at March 31, 2017, showed $31.11 million in total assets, $38.52 million in total liabilities, and a total stockholders' deficit of $7.41 million. "The Company's ability to continue as a going concern and raise capital for specific strategic initiatives is also dependent on obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such financing will be obtainable on acceptable terms. "If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail its commercial activities. These conditions, or significant unforeseen expenditures including the unfavorable settlement of its legal disputes, could raise substantial doubt as to the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended March 31, 2017. NEOPS HOLDINGS: Hires Daniel O'Brien as Financial Advisor --------------------------------------------------------- NEOPS Holdings, LLC, New England Orthotic and Prosthetic Systems, LLC, New England O&P New York, Inc., Bergman Orthotics & Prosthetic, LLC, Spinal Orthotic Systems, LLC, and Carlow Orthopedic & Prosthetic, Inc., seek authorization from the U.S. Bankruptcy Court for the District Connecticut to employ Daniel O'Brien as their restructuring and financial advisor in their Chapter 11 cases nunc pro tunc to July 17, 2017. Accordingly, the Debtors seek to retain Mr. O'Brien as a financial advisor and to supplement the application to retain CR3 so that its full time assistance ends on or about August 4. Mr. O'Brien would continue CR3's work with the Debtors and provide restructuring and financial services: a. assist the Debtors with their rights, powers, and duties as debtors-in-possession, and with the administration of the estates; b. perform ongoing restructuring and financial advisory services, e.g., assisting with cash management and control, implementing cost reduction and restructuring strategies, and participating in discussions and negotiations with secured and unsecured lenders to meet capital needs; c. assist the Debtors with due diligent information requests; d. perform necessary bankruptcy accounting and advisory services in connection with the development and implementation of the Debtors' strategic goals; e. assist the preparation of financial information, including cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval may be sought; f. prepare and attend Court hearings and the § 341 meeting of creditors, if necessary; g. assist the Debtors in preparing their bankruptcy schedules and monthly operating reports; h. assist in the formulation, negotiation, and analysis necessary for the Chapter 11 plans of reorganization; i. assist the Debtors' counsel in the preparation and evaluation of any potential litigation of claims objection and avoidance actions, including fraudulent conveyances and preferential transfers; and j. perform such other services as requested by the Debtors' management, as mutually agreed to by Mr. O'Brien. Subject to Bankruptcy Court approval, Mr. O'Brien will charge the Debtors for his services at $200/hour, with a cap at $8,000/week. Daniel O'Brien attests that he has no connection with the Debtors, their creditors, or any other party in interest and he represents no interest adverse to the Debtors or to their estates and is a disinterested person. Mr. O'Brien can be reached through: Daniel H O'Brien 120 East 89th Street Apt #5D New York, NY 10128 About NEOPS Holdings NEOPS Holdings LLC and its affiliates including New England Orthotic and Prosthetic Systems, LLC filed for Chapter 11 protection (Bankr. D. Conn. Lead Case No. 17-31017) on July 11, 2017. The petitions were signed by David Mahler, president and CEO. Judge Ann M. Nevins presides over the case. James Berman, Esq., and Joanna M. Kornafel, Esq., at Zeisler & Zeisler, P.C., serve as the Debtors' bankruptcy counsel. NEOPS Holdings estimated its assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million. New England Orthotic estimated its assets at up to $50,000 and liabilities at between $1 million and $10 million. Headquartered in Branford, Connecticut, New England Orthotic -- http://neops.net/-- is a provider of state-of-the-art orthotic and prosthetic patient care products and services in the eastern United States. The partnership was founded by certified orthotists and prosthetists who were dissatisfied with large impersonal corporations where the constant pressures of consolidation and cost containment can hamper effective patient care. NORTHWEST GOLD: Wants Tailings Sale Proceeds Directed to DIP Acct. ------------------------------------------------------------------ Northwest Gold, LLC, asks the U.S. Bankruptcy Court for the District of Alaska to authorize it to sell tailings located on the Wallace Association Placer portion of U.S. Mineral Survey 355 adjacent to and below Wash Plant A, to M & M Constructors, LLC and directing that the proceeds of such sales, and earlier sales, will be deposited in its DIP Account. M & M Constructors needs access to tailings to sell and crush by Aug. 10, 2017. The Gravel Sale Order at DE 45 provides that, other than sales of the 20,000 cubic yards of crushed material stored adjacent to Wash Plant A, no new excavation or crushing of rock is authorized without separate court order. The Debtor believes the Court's Oral Decision holding that the Wash Plant A tailings belong to it, subject to the security interest of Airport Equipment Rentals, Inc. satisfies that requirement. AER supports the Debtor's sale of tailings from Wash Plant A to M & M. The Debtor has, in its ordinary course of business, always sold tailings to M & M. The salient terms of the draft Tailings Sale Agreement are: a. Owner agrees to sell Contractor tailings from the Wash Plant A location at the rate of $4 per cubic yard. b. The Contractor will pay owner for the tailings purchased on the last business day of month for the tailing purchased in the previous month . Payment will be made to the Debtor's DIP Account, or other account as directed by the Court. c. The Contractor will provide certificate(s) of insurance naming Owner and Wigger Estate as additional insured with general liability coverage of $1,000,000 per claim, $2,000,000 aggregate, auto liability and workers compensation with a waiver of subrogation. d. The Agreement will be effective for the 2017 construction season. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Northwest_Gold_106_Sales.pdf For the remainder of the 2017 construction season, M & M may remove, sell and crush tailings below and adjacent to Wash Plant A. It may move its crushing equipment back to the location on which it was installed earlier this summer. It may remove tailings from the Wash Plant A tailing pile area until it hits the layer of fines or sands below the Wash Plant A tailing pile, which are apparent from the photos of the Wash Plant A location admitted at the trial. M & M is the best judge of what tailings adjacent to and below that Wash Plant A location are worth $4 per cubic yard. The Order at DE 45 directed that M & M's payments for tailings would be deposited into the Court Registry Account. This step in unnecessary. All sale proceeds should be deposited in the DIP account and with limited exception, should not be disbursed without further court order. Without further court order, the Debtor should be allowed to pay quarterly U.S. Trustee fees and insurance premiums. The Debtor's counsel will speak with or communicate with Jo Kuchle or Barbara Shuman for Wigger Estate and Cabot Christianson for Lisa and Milt Behr. If they oppose the Motion, the Debtor will file a motion to shorten time and request a hearing on the motion sometime during the week of Aug. 7, 2017. About Northwest Gold Northwest Gold LLC, owns a real property along Park Highway in Ester, Alaska, which it values at $14 million. Northwest sells washed mine tailings from the property, grossing $170,000 from sales in 2016. Northwest Gold filed a Chapter 11 petition (Bankr. D. Alaska Case No. 17-00100) on March 21, 2017. The petition was signed by Robert Knappe, Jr., manager. The Debtor disclosed $26.02 million in assets and $12.01 million in liabilities. The Debtor is represented by Erik LeRoy, Esq., at Erik LeRoy, P.C. ORBITE TECHNOLOGIES: Completes $6.8-Million DIP Financing --------------------------------------------------------- Orbite Technologies Inc. on Aug. 4, 2017, disclosed that it has completed the $6.8 million Debtor-in-possession ("DIP") financing and received the $4.6 million initial tranche. The remaining $2.2 million minus the fees and expenses of the financing were transferred to be held in trust by PricewaterhouseCoopers, in its capacity as court appointed Monitor, and will be released to Orbite upon approval of the CCAA Court. There can be no guarantees that Company will otherwise be successful in its restructuring efforts and will emerge from CCAA protection. About Orbite Orbite Technologies Inc. (nex:ORT.H) is a Canadian cleantech company whose innovative and proprietary processes are expected to produce alumina and other high-value products, such as rare earth and rare metal oxides, at one of the lowest costs in the industry, and in a sustainable fashion, using feedstocks that include aluminous clay, kaolin, nepheline, bauxite, red mud, fly ash as well as serpentine residues from chrysotile processing sites. Orbite is currently in the process of finalizing its first commercial high-purity alumina (HPA) production plant in Cap-Chat, Quebec and has completed the basic engineering for a proposed smelter-grade alumina (SGA) production plant, which would use clay mined from its Grande-Vallee deposit. The Company's portfolio contains 15 intellectual property families, including 45 patents and 48 pending patent applications in 11 different countries and regions. The first intellectual property family is patented in Canada, USA, Australia, Japan and Russia. The Company also operates a state of the art technology development center in Laval, Quebec, where its technologies are developed and validated. Orbite Technologies in April 2017 filed a petition for continuance of the Bankruptcy and Insolvency Act proceedings under the Companies' Creditors Arrangement Act The Superior Court of Quebec granted the petition and issued an initial order pursuant to the CCAA on April 28, 2017. PricewaterhouseCoopers Inc. has been appointed as Monitor. * * * The Superior Court of Quebec (the "CCAA Court") granted a motion filed by the Company under the Companies' Creditors Arrangement Act ("CCAA") and issued an amended and restated order namely to (1) extend the stay of all proceedings from August 4, 2017 to October 31, 2017 and (2) approve the $6.8 million debtor-in-possession ("DIP") financing from the holders of Orbite's 7% Convertible Secured Debentures due September 28, 2018 (the "2015 ITC Debentures") and a related DIP super-priority charge over the Company's assets. OUTER HARBOR: Exclusivity Period Extended Through October 2 ----------------------------------------------------------- In an August 2 order, Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended the periods during which only Outer Harbor Terminal, LLC has the exclusive right to: -- file a Chapter 11 plan through August 1, and -- solicit acceptances for the Plan through October 2. The Troubled Company Reporter has previously reported that the Debtor asked the Court for exclusivity extension in order to allow the Debtor to resolve the issues raised by the Committee without having to defend against a competing plan or, in the alternative, to propose an alternative to the Plan in the event that the negotiations and/or litigation with the Committee require the Debtor to do so. The Debtor contended that since the Petition Date, it has: (a) terminated its business operations in an organized and controlled manner; (b) negotiated a settlement and consensual rejection of its long-term lease with the Port of Oakland, which settlement virtually eliminated the Port's potentially large unsecured claim for rejection damages; (c) concluded the sale of virtually all of its assets and the assignments and rejections of the Debtor's various unexpired leases and executory contracts; (d) collected on or settled substantially all of the Debtor's outstanding receivables, including potential claims and liens against Pasha Hawaii Holdings LLC which resulted in a settlement bringing in large receivable of nearly $1.3 million to the Debtor's estate; (e) filed various objections to claims asserted against the estate, the bulk of which have been adjudicated or resolved consensually; (f) negotiated settlements of certain large claims -- including with the (1) City of Oakland Finance & Management Agency - Revenue Division, (2) the International Association of Machinists and Aerospace Workers, AFL-CIO District Lodge 190 and Local Lodge 1546, and (3) the Alameda County Tax Collector -- all of which have resulted in substantial reductions in the overall claims asserted against the estate and thus improved anticipated recoveries for general unsecured creditors; and (g) proposed a Combined Plan and Disclosure Statement for the orderly liquidation of the Debtor's estate and conclusion of this chapter 11 case on February 13, 2017. The Debtor also contended that it has received two objections to the interim approval of the Disclosure portion of the Plan and the Solicitation Procedures Motion. While the Court approved the Disclosure portion of the Plan, the Debtor, however, said that due to certain issues raised by the recently appointed official committee of unsecured creditors, the Debtors have put the Plan process on hold. In the meantime, the Debtor told the Court that it has been working with the Committee, its DIP Lenders and certain related parties to address the Committee's issues as promptly and efficiently as possible. About Outer Harbor Terminal Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal, LLC, PAOH, and PAOHT -- was a joint venture of Ports America and Terminal Investment Ltd. The Oakland, California-based port operator filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283) on Feb. 1, 2016. It announced plans to wind down operations and leave Oakland to concentrate on its investments in other terminals that the company operates in Tacoma, Los Angeles-Long Beach, New York-New Jersey and Baltimore. The Chapter 11 petition was signed by Heather Stack, chief financial officer. The Hon. Laurie Selber Silverstein is the case judge. The Debtor listed $103 million in assets and $370 million in debt. Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general counsel. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serves as its Delaware counsel. Prime Clerk LLC is the claims and noticing agent. The U.S. Trustee for Region 3 has appointed three creditors to serve in the Debtor's official committee of unsecured creditors. Brinkman Portillo Ronk, APC, and Rosner Law Group LLC represent the Committee. * * * Outer Harbor Terminal, LLC, filed with the Bankruptcy Court a combined Chapter 11 plan of liquidation and disclosure statement dated Feb. 13, 2017. Class 5 (General Unsecured Claims) -- estimated between $7,019,669 and $12,402,535 -- are impaired by the Plan. The holders are expected to recover 9% to 16%. The Committee has sought to challenge the Plan and investigate the payments, made to affiliates of the Debtor's parent company and debtor-in-possession lender HHH Oakland Inc., in the hopes of clawing back some of the money to pay the $7 million to $12.5 million in unsecured claims the Debtor owed. PACHECO BROTHERS: Aug. 21 Plan Confirmation Hearing --------------------------------------------------- The Hon. William J. Lafferty, III, of the U.S. Bankruptcy Court for the Northern District of California has granted preliminary approval of Pacheco Brothers Gardening, Inc.'s disclosure statement dated July 31, 2017, referring to the Debtor's plan of reorganization dated July 31, 2017. The hearing on confirmation of the Combined Plan is set for Aug. 21, 2017, at 2:30 p.m. Aug. 16, 2017, is the last day for written acceptances or rejections of the Plan to be received by counsel for the Debtor and Official Committee of Creditors Holding Unsecured Claims. Aug. 16 is the last day for parties to file objections to confirmation of the Combined Plan. A ballot summary and any declaration in support of confirmation will be filed by Aug. 18, 2017. Holders of General Unsecured Claims will be paid $168,000 over 60 months in quarterly payments commencing 90 days after the Effective Date, and continuing every 90 days thereafter for a total period of 60 months. In addition, Class 9 creditors will also be paid 80% of the net proceeds of total funds recovered though any avoidance claims. Any proceeds paid to the Class 9 Creditors from proceeds of avoidance actions will be credited to the $168,000, otherwise required to be paid under the Plan, thereby reducing that portion of the $168,000 that the Reorganized Debtor was otherwise obligated to pay Class 9 claims. The Plan will be funded through capital infusion by Del Conte Parties, accumulated cash reserves of the Debtor and the continued operation of the Reorganized Debtor. Copies of the Amended Combined Plan and Disclosure Statement are available at: http://bankrupt.com/misc/canb17-40403-111.pdf http://bankrupt.com/misc/canb17-40403-110.pdf As reported by the Troubled Company Reporter on July 31, 2017, the Debtor filed with the Court a combined plan of reorganization and disclosure statement dated July 19, 2017. Holders of Class 9 would be paid 30% of their allowed claims, paid over 60 months in quarterly payments commencing 90 days after the Effective Date, and continuing every 90 days thereafter for a total period of 60 months. The Plan would be funded through capital infusion by Tom Del Conte, TDDC Ventures LLC and Vison Recycling, Inc., or any related affiliates, accumulated cash reserves of the Debtor and the continued operation of the Reorganized Debtor. About Pacheco Brothers Gardening Pacheco Brothers Gardening Inc. provides commercial landscape maintenance, landscape installation, turf renovation and irrigation projects. It has been in business for over 35 years. The majority of the Company's business involves a wide variety of services ranging from mowing and trimming to irrigation repairs and troubleshooting. It has a number of East Bay municipal and public agency accounts as well as a mix of homeowner association, commercial accounts and school district accounts. Pacheco Brothers Gardening filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 17-40403) due to financial pressure brought on by several factors, including litigation cost relating to Tom Del Conte and TDDC Ventures LLC v. Pacheco Brothers Gardening, Inc., et al., Case No. HG15797608, currently pending in Alameda County Superior Court, unpaid vendors and operational difficulty due to its debt structure. At the time of the petition filing, the Debtor disclosed $1.36 million in assets and $2.78 million in liabilities. The petition was signed by Lynn Pacheco, secretary. The case is assigned to Judge William J. Lafferty. PALM HOUSE: Court Dismisses RICO Allegations Against SARC --------------------------------------------------------- On July 22, 2017, the United States District Court Southern District of Florida issued a dismissal of a series of allegations against SARC, USREDA, Walsh, Walsh Jr., and JJW, Ltd. levied in a suit submitted by Gunster Law Firm. (CASE NO. 16-81871-CIV-MARRA) In its ruling the Court found that the allegations pertaining to Dissolution of Palm House LLLP, Conversion, Fraudulent Conveyance Claims, Piercing the Corporate Veil, and RICO Claims were not properly argued or lacked any supporting evidence of wrong doing against Walsh and his firms. As for the remaining allegations, the Court will require the Plaintiffs amend and restate or offer support for each allegation. In general the allegations levied by the case seem to employ a shotgun approach with little regard for determining who in fact are the true "Bad Actors" in exchange for simply naming all parties regardless of legitimacy. It is important to note that the countersuit filed was not dismissed and, in fact, was not even challenged by the plaintiffs. On April 14, 2017, a significant countersuit was filed on behalf of South Atlantic Regional Center ("SARC"), associated persons and companies against the 58 plaintiffs in the Palm House Hotel EB5 Project in Palm Beach, Florida. This countersuit comes after analyzing thousands of documents, which clearly outline a plan by the plaintiffs to defraud and defame both the companies and individual persons named in the suit. The acts of the plaintiffs and their legal counsel, both in the USA and China are unconscionable. The countersuit shows how they sought to withhold information and created side-deals, which were hidden from SARC, Mr. Walsh and his companies. Once found out, they proceeded to sue Mr. Walsh, defame his companies in China and the USA, create untold costs to defend the case already in progress and interfere with the legal proceedings in an effort to hide their "bad acts" and deception. Actions were pursued to deceive the court system. Through discovery it was found that the plaintiffs and their assigned representatives themselves, were colluding with the fraudulent parties in an effort to secure the property and profit by the same. The fact that the Federal Court dismissed the allegations against Mr. Walsh continue to demonstrate the sustained and significant effort that Mr. Walsh and his companies have expended on behalf of the investors and the Hotel's completion. Recently, on July 5, 2017, Mr. Matthews attempted to file a Chapter 7 Bankruptcy in the United States Bankruptcy Court Southern District of Florida, West Palm Division. On July 17, 2017 The Interim Trustee, Robert C. Furr's dismissed the case requiring of Mr. Matthews his Bankruptcy schedules, statement of financial affairs and other documents. (Case no. 17-18453-PGH) This is another attempt, by Mr. Matthews to abuse the legal system and courts. The Trustee went on to say in his filings that, "The Trustee further respectfully requests this Court enter an Order to Show Cause as to why Cherish Thompson should not be sanctioned for abusing the bankruptcy system by filing this bankruptcy case without paying the filing fee in an apparent attempt to obtain the benefit of the automatic stay thereby delaying the foreclosure sale with no intention of complying with the requirements of a chapter 7 bankruptcy." Mr. Matthews and his attorneys have consistently used and abused the legal system in an effort to stall any of the civil proceedings. Concurrently, the plaintiffs in the Gunster case have sought to do much the same with false and misleading statements aimed at confusing the courts and creating fraudulent claims. Clearly, the Federal Courts have seen these allegations and have dismissed them. Any remaining amended complaints, if presented, will be vigorously fought in an effort to dismiss them as well. Beyond this, Mr. Walsh said, "I believe that the Gunster Law Firm should show cause as to why it should not be sanctioned for abusing the legal system by alleging false and misleading statements meant at harming and destroying our businesses." Mr. Walsh went on to say, "We desire a positive outcome for our Limited Partners and welcome the court's decision to dismiss the allegations in the suit. It is my sincere belief that we have stayed the course to protect the innocent investors. Recent civil proceedings have confirmed our efforts to maintain and protect the property. Palm Beach City presently will forestall any fines. The potential to finally resolve the matters at hand will provide the forward momentum to finish the property and make it into an enjoyable boutique hotel in one of the most prestigious and beautiful locations in the US." PAMELA FROG: Want to Use Cash to Pay Prepetition Property Taxes --------------------------------------------------------------- Pamela F.R.O.G. asks for permission from the U.S. Bankruptcy Court for the Western District of Michigan to use cash collateral for payment of prepetition property taxes. The Debtor wants to use cash collateral on deposit for the payment of 2015 delinquent property taxes due Ingham County Treasurer in connection with Debtor’s principal place of business located at: 1205 Pierce Road, Lansing, Michigan 48933. The Property is encumbered by the 1st position secured claim of creditor Bayview Fund Acquisitions, IIIb, LLC, as successor in interest to CBC Trust 2011-1. Bayview asserts a secured claim against the Property and Debtor's cash collateral in the amount of $606,455, identifying in its amended proof of claim, the value of the Property as being $655,000. Upon information and belief, Bayview is the primary interested creditor. Bayview is the only creditor claiming an expressed secured interest specifically in the Debtor's cash collateral on deposit. The Debtor responsible for the payment of, inter alia, utilities, labor, employee wages, taxes, business supplies, insurance, and building maintenance. The Debtor's obligation includes providing for the payment of property tax on the Property to the appropriate taxing authority. To date, there exists a pre-petition delinquent 2015 property tax obligation to the Ingham County Treasurer in the amount of $25,431.77 (or $25,722.06 if paid after July 31, 2017), which if not paid by March 1, 2018, will result in absolute title to the Property vesting in the foreclosing governmental unit. In order to protect: (a) the property utilized solely by the Debtor in operation of its ongoing concern, and (b) the interests of all Creditors holding a secured interest in the Property, it is imperative that the obligations be paid in full. The Debtor and Bayview have reached an agreement whereby the Debtor would be permitted to pay to the Ingham County Treasurer the sum of $25,431.77 (or $25,722.06 if paid after July 31, 2017) from cash collateral on deposit in the Debtor's general fund The Debtor is presently operating Pamela F.R.O.G., LLC, under the provisions of an Interim Order providing for the Debtor's use of cash collateral for the purposes of maintaining and preservation of its assets, the continued operation of its business, including but not limited to payroll, payroll taxes, employee expenses, and insurance costs and to otherwise maintain its day-care operations as well as cover administrative costs associated with the employment of professional(s) as necessary. It is the Debtor and Bayview's position that the payment of pre-petition delinquent property taxes is payment in the ordinary course of the Debtor's operation of its concern, a prudent expenditure favoring the preservation of the interests of all concerned in the Property, and is incumbent on the Debtor's principal in the good-faith operation of the concern. In the instant case, adequate protection provided to Bayview includes a replacement lien on the Debtor's receivables and the Debtor's projected positive cash flow as well as up to $2,900 in monthly cash payments. The use of cash collateral will preserve the Debtor's going concern value which will inure to the benefit of Bayview and other creditors. The continued operation of the Debtor's business will preserve its going concern value, enable the Debtor to capitalize on that value through a reorganization strategy, and ultimately facilitate the Debtor's ability to confirm a Chapter 11 plan. If the Debtor is not allowed to use cash collateral, it will be unable to operate and potentially cause harm to the property. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/miwb16-04965-78.pdf As reported by the Troubled Company Reporter on Oct. 11, 2016, the Debtor asked the Court for authorization to use cash collateral. The Debtor wanted to use cash collateral from the payment of receipts/revenues to pay for labor, supplies, taxes, insurance, rent and other ordinary business expenses for the Debtor's business. The Debtor told the Court that it would suffer immediate and irreparable harm if it is not authorized to use cash collateral to fund the expenses set forth in its proposed budget. About Pamela F.R.O.G. Pamela F.R.O.G., LLC, doing business as Pam's Academy of Champions, filed a Chapter 11 petition (Bankr. W.D. Mich. Case No. 16-04965) on Sept. 28, 2016. The petition was signed by Pamela J. Eaton-Champion, managing member. The Debtor disclosed $332,704 in assets and $1.13 million in liabilities. The case is assigned to Judge John T. Gregg. The Debtor is represented by Michael Shawn Mahoney, Esq., at Michael S. Mahoney, P.C. PATRICIA GAIL MCDADE: Loses Bid to Cancel $333K Student Loan Bill ----------------------------------------------------------------- Katy Stech, writing for The Wall Street Journal Pro Bankruptcy, reported that Judge Patrick Flatley of U.S. Bankruptcy Court in Clarksburg, W.Va., rejected Patricia Gail McDade's bid to cancel her $333,423 student loan bill, saying the 46-year-old woman with chronic health problems isn't poor enough to leave the student loans behind in bankruptcy. According to the report, the judge's ruling reinforced how difficult it is for student-loan borrowers to get relief using the country's bankruptcy courts. The report related that the Morgantown, W.Va., resident filed for bankruptcy in January 2015 citing her student loan debts, saying that the "amount of monthly interest alone produces a feeling of hopelessness." She added that several medical conditions, including diabetes and chronic pain, cause her to frequently miss work at West Virginia University's dentistry school, where she makes $63,000 a year, the report added. In his July 27 decision, Judge Flatley was unconvinced that Ms. McDade's inability to buy a home or save money was a sign that her standard of living is minimal, the report said. "Her argument misses the mark; while it may be a worthy goal to build wealth, it is not necessary or required to do so in order to maintain a minimal standard of living," the report cited the judge as saying in an eight-page ruling. The judge added that Ms. McDade's ability to make car payments for a 2014 Jeep and donate $525 each month to charity "make it clear that [she] maintains at least a minimal standard of living," the report further related. PAYLESS HOLDINGS: Exclusive Plan Filing Period Extended to Oct. 1 ----------------------------------------------------------------- The Hon. Kathy A Surratt-States of the U.S. Bankruptcy Court for the Eastern District of Missouri extended the exclusive period during which only Payless Holdings LLC and its affiliated-debtors may each file a Chapter 11 plan through October 1, 2017, without prejudice to the Debtors' right to seek such additional and further extensions of the exclusivity periods as may be necessary or appropriate. The Troubled Company Reporter has previously reported that the Debtors, out of abundance of caution, asked the Court to extend their plan-filing exclusivity period through October 1, 2017, which will coincide with the end of their initial exclusive period to solicit votes on a plan. The Debtors alleged that their plan of reorganization has been supported by the vast majority of the Debtors' stakeholders, including the Official Committee of Unsecured Creditors formed in these chapter 11 cases, and more than three-quarters of the Debtors' first and second lien lenders. The Debtors mentioned that their Plan provides for, among other things, a global settlement of all potential estate claims, substantial recoveries for unsecured creditors, and a capital structure that will allow the Debtors' businesses to operate effectively upon emergence. The Debtors said they have moved expeditiously to renegotiate their unexpired leases, liquidate underperforming stores, and reach a consensual deal with stakeholders that eases the path to confirmation and emergence. The Debtors told the Court that the fully-consensual Plan has been the capstone of their efforts and the foundation for not only the speedy emergence contemplated since the beginning of these cases, but also a reduction of their funded debt from $847 million prepetition to an estimated $408 million at emergence. The Debtor recounted that a fully-consensual confirmation timeline contemplates a confirmation hearing beginning on July 24, 2017, and an anticipated effective date around August 10, 2017, mirroring the milestones contemplated by the restructuring support agreement. The Debtors believed that granting the extension would create a number of benefits for these chapter 11 cases and for all parties in interest. They argued that preserving exclusivity will preserve the parties' focus on the Debtors' proposed Plan, including on resolving any concerns or disputes that may exist about the Plan and ensuring that the Plan reaches the effective date expeditiously. Second, in the event that the Plan does not go effective as contemplated, continued exclusivity will prevent the disorder that could erupt if exclusivity were to expire. The Debtors also told the Court that until the confirmation hearing, they will continue to work with all parties to ensure that the Plan will be confirmed and that the Debtors will reach the effective date as contemplated. But should those efforts fail, the Debtors alleged that the extended exclusivity will ensure that the Debtors' restructuring process continues to move forward without unnecessary disruption such that the Debtors can maximize value for all stakeholders and emerge from chapter 11 efficiently. About Payless Holdings Payless Holdings LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 17-42267) on April 4, 2017. The petitions were signed by Paul J. Jones, chief executive officer. At the time of the filing, the Debtors estimated their assets at $500 million to $1 billion and liabilities at $1 billion to $10 billion. Payless -- http://www.payless.com/-- was founded in 1956 as an everyday footwear retailer. The Company is headquartered in Topeka, Kansas, but its operations span across Asia, the Middle East, Latin America, Europe, and the United States. Payless first traded publicly in 1962, and was taken private in May 2012. Payless Holdings, LLC currently owns, directly or indirectly, each of its 91 subsidiaries. As of the bankruptcy filing, Payless had more than 4,000 stores in more than 30 countries, and employed approximately 22,000 people. In April 2017, it sought court approval to close an initial 389 stores. In May it sought court approval to close 408 more stores but later reduced the list to 216 stores. The Debtors hired Alvarez & Marsal North America LLC as restructuring advisor; Prime Clerk LLC as claims, balloting and administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA counsel. On April 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The unsecured creditors committee has tapped Pachulski Stang Ziehl & Jones LLP as lead counsel to the Committee, Polsinelli PC as its local counsel, and Province Inc. as financial advisor. The committee has retained Back Bay Management Corp. and its division The Michael-Shaked Group as expert consultant. On April 25, 2017, the Debtors filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The Debtors' plan, if confirmed and implemented, would reduce their debt to $469 million. PENINSULA AIRWAYS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Peninsula Airways, Inc., dba PenAir 6100 Boeing Air Anchorage, AK 99502 Type of Business: Founded in 1955 by Orin Seybert in Pilot Point, Alaska, PenAir is one of the oldest family owned airlines in the United States. It is Alaska's second largest commuter airline operating an extensive scheduled passenger and cargo service, as well as charter and medevac services, and also operates scheduled passenger service in several regions of the continental U.S. Its main base is Ted Stevens Anchorage International Airport, with other hubs located at Portland International Airport in Oregon, Boston Logan International Airport in Massachusetts and Denver International Airport in Colorado. PenAir currently has a code sharing agreement in place with Alaska Airlines with its flights operated in the state of Alaska as well as all of its flights in the lower 48 states appearing in the Alaska Airlines system timetable. Web site: http://www.penair.com Chapter 11 Petition Date: August 6, 2017 Case No.: 17-00282 Court: United States Bankruptcy Court District of Alaska (Anchorage) Judge: Hon. Gary Spraker Debtor's Counsel: Cabot C. Christianson, Esq. LAW OFFICES OF CABOT CHRISTIANSON, P.C. 911 W 8th Ave., Suite #201 Anchorage, AK 99501 Tel: (907) 258-6016 Fax: (907)258-2026 E-mail: cabot@cclawyers.net Estimated Assets: $10 million to $50 million Estimated Debt: $10 million to $50 million The petition was signed by Daniel P. Seybert, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/akb17-00282.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ SAAB Defense & Services/Supplies $1,371,013 Security USA 20700 Loudoun County Pkwy Ashburn VA 20147 State of Alaska Landing Fees $1,325,464 Accounting Section PO Box 196960 Anchorage, AK 99519 Aviation Inventory Services/Supplies $1,029,106 Resources PO Box 1999 Mansfield TX 70603-0018 Jet Support Services - ECMP Services/Supplies $897,376 180 N Stetson Avenue Chicago IL 60601-6704 Jet Support Srvcs - MX Services/Supplies $845,696 180 N Stetson Ave Chicago, IL 60601-6704 GE Engine Services Services/Supplies $563,625 PO Box 640950 Pittsburgh PA 15219-0950 Rolls-Royce Corporation Services/Supplies $434,061 P.O. Box4 20 Speed Code O-14 Indianapolis IN 46206-0420 Revima APU SAS Services/Supplies $378,673 1 Avenue Du Latham 47 Caudebec En Caux France, 76490 Marsh USA Inc. Services/Supplies $308,218 P.O. Box 846015 Dallas TX 75284-6015 Alandia Air AB Services/Supplies $281,924 Torggatan 13a Mariehamn, Ahbenanmaa 22100 Finland Port of Portland Services/Supplies $273,514 P.O. Box 5095 Portland OR 97208-5095 Simcom Training Center Services/Supplies $212,776 Northern Maine Regional Services/Supplies $196,180 Airport Trident Seafoods - SDP Services/Supplies $188,933 Denver Intl. Airport Services/Supplies $152,181 State of Alaska Taxes $137,661 AFCO Services/Supplies $119,346 Worldwide Aircraft Srvcs Services/Supplies $110,203 Saab AB Publications Services/Supplies $106,212 John Hancock USA Services/Suppies $103,304 Lockbox Operations - PHILI EQUITIES: Taps Ira R. Abel Law as Bankruptcy Counsel ---------------------------------------------------------- Phili Equities, LLC seeks authority from the US Bankruptcy Court for the Eastern District of New York to employ the Law Office of Ira R. Abel as substitute counsel for the Law Office of David Carlebach, Esq., under a general retainer, as bankruptcy and reorganization counsel to the Debtor. The Debtor has selected the Firm for the reason that its prior firm, the Law Office of David Carlebach, Esq., has recently experienced business difficulties that have prevented it from continuing to provide legal services and advice on a consistent basis. Services to the rendered by the Law Office of Ira R. Abel are: a. advise the Debtor with respect to its powers and duties as a debtor-in-possession; b. assist the Debtor in the preparation of its schedules of assets and liabilities, statements of financial affairs and other reports and documentation required pursuant to the Bankruptcy Code and the Bankruptcy Rules; c. represent the Debtor at all hearings on matters pertaining to its affairs as a debtor-in-possession; d. prosecute and defend litigated matters that may arise during this e. counsel and represent the Debtor in connection with the assumption or rejection of executory contracts and leases, administration of claims and numerous other bankruptcy-related matters arising from this Chapter 11 case; f. counsel the Debtor with respect to various general and litigation matters relating to this Chapter 11 case; g. assist the Debtor in obtaining approval of a disclosure statement, confirmation of a plan of reorganization, and all other matters related thereto; and h. perform all other legal services that are necessary and desirable for the efficient and economic administration of the Debtor's Chapter 11 case. Currently, subject to periodic revisions in accordance with the Firm's overall billing policies and procedures, services will be provided at rates of $420 per hour for partners and $250 to $450 per hour for associates and counsel. Ira R. Abel, Esq. attests that the Firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The Firm can be reached through: Ira R. Abel, Esq. Law Office of Ira R. Abel 305 Broadway, 14th Floor New York, NY 10007 Phone: (212) 799-4672 Email: iraabel@verizon.net About Phili Equities Phili Equities, LLC, a single asset real estate business based in 543 Bedford Avenue, Suite 214, Brooklyn, New York, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 16-44102) on Sept. 14, 2016. The petition was signed by Chaim Landau, managing member. The Debtor estimated $1 million to $10 million in both assets and liabilities at the time of the filing. The case is assigned to Judge Elizabeth S. Stong. The Debtor is represented by David Carlebach, Esq., at The Law Office of David Carlebach, Esq. PILGRIM'S PRIDE: S&P Affirms 'B+' CCR, Outlook Negative ------------------------------------------------------- S&P Global Ratings affirmed the 'B+' corporate credit rating on Pilgrim's Pride Corp. and removed all ratings from CreditWatch, where it placed them with negative implications on May 19. The outlook is negative. S&P said, "In addition, we affirmed the 'BB' issue-level ratings on the company's senior secured debt with a recovery rating of '1', indicating our expectation of very high (90%-100%; rounded estimate 95%) recovery in the event of default. "In addition, we raised the rating on the company's $500 million senior unsecured notes due 2025 to 'BB-' from 'B+', and revised the recovery rating to '2' from '3', indicating our expectation of substantial (70%-90%; rounded estimate 85%) recovery in the event of a default. The revised recovery expectation accounts for a senior unsecured debt recovery rating cap of '2' for 'B' level credits compared to a prior senior unsecured recovery cap of '3' when this issue had been rated in the 'BB' category." The ratings affirmation and CreditWatch removal follows a similar action on the parent company, Brazil-based protein processor JBS S.A. (see JBS S.A. And JBS USA 'B+' Ratings Affirmed and Removed From CreditWatch Negative; Outlook Negative, published July 26, 2017). S&P said, "The outlook is negative, reflecting the negative ratings outlook on JBS, and our opinion that Pilgrim's Pride will remain a highly strategic subsidiary of JBS, which effectively ties the Pilgrim's Pride ratings to those of its parent. The negative outlook on JBS reflects our view that potential contingent liabilities could hurt JBS' liquidity and/or its future leverage. If the contingent liabilities were to be high and to have a tight payment schedule, the company could face liquidity pressure, depending on its access to refinancing. In such a scenario, we could lower the ratings by at least one notch. We believe the risk of these liabilities raising leverage to such an extent that it would trigger a downgrade is low, given JBS' current leverage, operating performance, and intention to sell assets. Such a scenario would require FFO to debt levels to be below 12% and EBITDA interest coverage below 2x. "We could also downgrade Pilgrim's Pride if we downgrade JBS, or if Pilgrim's Pride's operating performance unexpectedly weakens such that debt to EBITDA approaches or exceeds 5x. We believe this could occur if corn costs return to about $7 per bushel or higher and the company cannot raise prices high enough to offset these costs; or if the company were to pursue a large debt-financed acquisition." Pilgrim's Pride's credit metrics could also deteriorate if JBS upstreams substantial, leveraged-financed dividends thereby generating negative free cash flow, or sells Pilgrim's Pride assets to pay for any possible future contingent liabilities. S&P said, "We could revise the outlook on Pilgrim's Pride to stable if we revise the outlook on JBS to stable, and we continue to view Pilgrim's Pride as a highly strategic subsidiary. We could revise the JBS outlook if it is able to sell assets resulting in lower leverage and improved liquidity, and if we have greater clarity on future contingent liabilities and we perceive reduced reputational risks." PIONEER HEALTH: BOA Aberdeen Buying All Assets of Monroe for $600K ------------------------------------------------------------------ Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern District of Mississippi authorized Pioneer Health Services, Inc.'s sale of substantially all assets owned by Pioneer Health Services of Monroe County, Inc., to Boa Vida Hospital of Aberdeen, MS, LLC, for (i) a cash equal to $600,000, (ii) up to $200,000 of the amount, if any, by which the Government Assumed Liabilities Cap exceeds the amount to be paid by Purchaser, (iii) the Contingent Payment, (iv) the Cure Amounts, and (v) the assumption of the Assumed Liabilities. The sale hearing was held on June 23, 2017 at 9:00 a.m. The auction of the sale of the Pioneer Health Services of Early County, LLC, and Monroe assets on June 22, 2017 at 1:30 p.m. When the Auction was closed, the Boa Vida Aberdeen bid for the Monroe assets the highest and best bid for the Monroe assets; and the Lifebrite Hospital Group of Early, LLC, bid was the highest and best bid for the Early assets for $900,000 (plus a cash payment of $148,000 towards liability owed to GDCH). The Early transaction and the approval of the sale of the Early assets to Lifebrite of Early is subject to a pending Motion to Compel Settlement. The sale is free and clear of all liens, claims and interests. Any holder of a Lien also will be adequately protected by having its Lien, if any, attach to the proceeds received by Monroe for the sale of the assets to Boa Vida Aberdeen. The reference in the APA to case number 16-01126, is in error as that is the case number for the Medicomp, Inc., Chapter 11 case. Accordingly, the APA is amended by the Order to reflect the case number of Pioneer Health Services of Monroe County, Inc. which is 16-01125. At Closing, Boa Vida Aberdeen is directed to pay the Purchase Price and any other consideration then due under the APA to Monroe. The Closing Date of the sale transaction contemplated by the Order is extended through and including Aug. 31, 2017. The Order is a final judgment as contemplated by the applicable Bankruptcy Rules. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Pioneer_Health_2211_Order.pdf BOA Aberdeen can be reached at: BOA VIDA HOSPITAL OF ABERDEEN, MS, LLC C/O Kirnjot Singh, MD, President 10996 Four Seasons Place, 100A Crown Point, IN 46307 E-mail: indiatres@yahoo.com BOA Aberdeen is represented by: James W. O'Mara, Esq. PHELPS DUNBAR LLP 4270 I-55 North Jackson, MS 39211 Facsimile: (601) 360-9777 E-mail: omaraj@phelps.com About Pioneer Health Services Pioneer Health Services, Inc., and its debtor-affiliates, including Medicomp Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Miss. Lead Case No. 16-01119) on March 30, 2016. Pioneer Health Services of Early County, LLC, commenced a Chapter 11 case on April 8, 2016. The cases are administratively consolidated. Joseph S. McNulty III, president, signed the petitions. The Debtors provide healthcare services to rural communities, and own and manage rural critical access hospitals. Judge Hon. Neil P. Olack presides over the Debtors' cases. The Law Offices of Craig M. Geno PLLC serves as the Debtors' counsel. Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., is acting as special counsel to the Debtor. Pioneer Health Services estimated $10 million to $50 million in assets and liabilities. Henry Hobbs, Jr., acting U.S. trustee for Region 5, on April 19, 2017, appointed three creditors of Pioneer Health Services to serve on the official committee of unsecured creditors. The Committee retained Arnall Golden Gregory LLP as counsel, and GlassRatner Advisory & Capital Group LLC as financial advisor. PRADO MANAGEMENT: Hearing on Plan Outline OK Set for Sept. 19 ------------------------------------------------------------- The Hon. Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the District of Arizona has scheduled for Sept. 19, 2017, at 11:00 a.m. a hearing to consider the approval of Prado Management LLC's disclosure statement in support of Chapter 11 plan of reorganization dated July 25, 2017. Objections to the Disclosure Statement must be filed by Sept. 12, 2017. Creditors whose claims are not listed or whose claims are listed as disputed, contingent, or unliquidated as to amount and who desire to participate in the case or share in any distribution must file their proof of claim by Sept. 11, 2017. About Prado Management LLC Prado Management LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)) and based in Scottsdale, Arizona. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-02989)on March 27, 2017. The petition was signed by German Osio, manager. At the time of the filing, the Debtor had $1 million to $10 million in estimated assets and liabilities. Judge Eddward P. Ballinger Jr. presides over the case. The Debtor is represented by Dale C. Schian, Esq., of Schian Walker PLC. PREMIER KIDS: Taps Joseph E. Garrett as Legal Counsel ----------------------------------------------------- Premier Kids Enrichment Center, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ the Law Office of Joseph E. Garrett to, among other things, give legal advice regarding its duties under the Bankruptcy Code and assist in the preparation of a plan of reorganization. Joseph Garrett, Esq., will charge an hourly fee of $240. Paralegals will charge $100 per hour. Mr. Garrett does not hold or represent any interest adverse to the Debtor's estate, according to court filings. Garrett can be reached through: Joseph E. Garrett, Esq. Law Office of Joseph E. Garrett 2552 Poplar Avenue, Suite 333 Memphis, TN 38112 Phone: (901) 327-4621 Email: joe.garrettlawmemphis@gmail.com About Premier Kids Enrichment Center Premier Kids Enrichment Center, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 17-26254) on July 18, 2017. Harry L. Smith, managing member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $50,000. Judge Jennie D. Latta presides over the case. The Debtor had previously filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 17-21855). The case, filed on March 1, 2017, was dismissed on April 27, 2017. PRO-SPEC CORP: Hires Ciardi Ciardi & Astin as Counsel ----------------------------------------------------- Pro-Spec Corporations seeks approval from the US Bankruptcy Court for the District of New Jersey to employ Ciardi Ciardi & Astin as chapter 11 counsel. Professional services to be rendered by the firm are: a. give legal advice to the Debtor with respect to its powers and duties as Debtor-in-Possession; and b. prepare all motions, application, answers, orders, reports and other legal papers as necessary, and perform all other legal services for the Debtor. The firm's hourly rates are: Partners $485.00-$545.00 Of Counsel $385.00-$450.00 Associates $250.00-$350.00 Paralegals $120.00-$180.00 Albert A. Ciardi, III, Esq. attests that the Firm is a disinterested person under 11 USC Sec. 101(14). The Firm can b reached through: Albert A. Ciardi, III, Esq. Daniel S. Siedman, Esq. Ciardi Ciardi & Astin One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel:215-557-3550 Fax: 215-557-3551 About Pro-Spec Founded in 1980, Pro-Spec Industrial Painting Services, an SSPC QP1, QP2 Certified Contractor, offers industrial coatings, abrasive blast preparation, and containment of concrete and steel structures. Based in Vineland, New Jersey, Pro-Spec filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-25463 ) on July 31, 2017. The petition was signed by Ronald W. Yarbrough, president. The case is assigned to Judge Jerrold N. Poslusny Jr. Albert A. Ciardi, III, Esq. at Ciardi Ciardi & Astin represents the Debtor as counsel. At the time of filing, the Debtor estimates 100,000 to $500,000 in assets and $1 million to $10 million in liabilities. PROFESSIONAL HOSPITALITY: Wants to Use Cash Collateral ------------------------------------------------------ Great Food Great Fun, LLC, and Professional Hospitality, LLC, asks for authorization from the U.S. Bankruptcy Court for the Western District of New York to use cash collateral to pay (a) all prepetition and postpetition gross wages, including all related withholding and other taxes thereon and all those other usual and customary deductions therefrom, as well as any wage payments "in float" as of the filings; and (b) certain employee health insurance and similar benefits. The Debtors each want to use cash collateral in the ordinary course: (a) in the amount of up to $16,000 for Great Food and in the amount of up to $27,000 for Professional Hospitality, on an emergency basis; (b) in the amount of up to $35,000 for Great Food and in the amount of up to $58,000 for Professional Hospitality, on an interim basis; and (c) on a final basis in accordance with pro forma income and expense projections. The Debtors want that secured creditors U.S. Foods, Inc./U.S. Foodservice, Inc., Cosima Corporation, the Internal Revenue Service, the New York State Department of Taxation and Finance, Snap Advances, LLC, GU Capital, Tango Capitaland Northwest Savings Bank be provided adequate protection. Both the operating account of Great Food at Community Bank and the operating account of Professional Hospitality at Community Bank had negative bank balances. Those amounts on deposit in their respective payroll accounts at Community Bank as of the filings in excess of any uncashed payroll checks of employees are believed to be de minimis. Additionally, upon information and belief, all amounts on deposit in their respective tax accounts at Community Bank are either trust fund sales taxes or trust fund withholding taxes withheld from employee wages, which are not truly property of the Debtors available to secure claims of Secured Creditors. Like most restaurants and catering establishments, the Debtors' businesses are intended to be operated so that payments for goods and services are either provided contemporaneously with or in advance of the customer's receipt of those goods and services. Neither of the Debtors has material amounts of accounts receivable, with the exception of approximately $3,000 of daily credit card receivables awaiting collection in the case of Great Food and approximately $6,000 of daily credit card receivables awaiting collection in the case of Professional Hospitality. No Secured Creditor in either case holds a secured claim which is wholly secured by the Debtors' cash collateral. As additional adequate protection to Secured Creditors of Great Food, the Debtors propose that Great Food make these payments to Secured Creditors: a. as adequate protection to GFGF landlord Cosima, current rent will be paid at the rate of $1,500 per week. Additionally, starting on Sept. 1, 2017, Great Food will start making payments of $1,000.69 per month toward back rental amounts owed by Great Food. To the extent that Cosima has a valid lien on Great Food's cash collateral as of the filing, Cosima will receive rollover replacement liens, to the extent of cash collateral actually used and not paid down by Great Food; b. as adequate protection to U.S. Foods, all current purchases will be paid COD upon delivery. Additionally, Great Food will pay $1,000 per week toward arrears owed. To the extent that U.S. Foods has a valid lien on Great Food's cash collateral as of the filing, U.S. Foods will receive rollover replacement liens, to the extent of cash collateral actually used and not paid down by Great Food; c. as adequate protection to partially secured claims of the Internal Revenue Service, Great Food will make adequate protection payments to the IRS at the rate of $500 per week, starting Aug. 10, 2017. Priority unsecured tax claims due to the IRS will be paid through Debtors' Chapter 11 Plan. To the extent that the IRS has a valid lien on Great Food's cash collateral as of the filing, the IRS will receive rollover replacement liens, to the extent of cash collateral actually used and not paid down by Great Food; d. NYS Tax is wholly unsecured as to assets of Great Food and will not receive adequate protection payments. Priority unsecured tax claims due to NYS Tax will be paid through the Debtors' Chapter 11 Plan. To the extent that NYS Tax is ever determined to have a valid lien on Great Food's cash collateral as of the Filing, NYS Tax will receive rollover replacement liens, to the extent of cash collateral actually used and not paid down by Great Food; e. no amount is due to Tango Capital and Tango Capital holds no secured claim against Great Food. To the extent that Tango Capital is ever determined to have had a valid lien on Great Food's cash collateral as of the Filing, Tango Capital will receive rollover replacement liens, to the extent of cash collateral actually used and not paid down by Great Food; and f. no amount is due to GU Capital and GU Capital holds no secured claim against Great Food. To the extent that GU Capital is ever determined to have had a valid lien on Great Food's cash collateral as of the Filing, GU Capital will receive rollover replacement liens, to the extent of cash collateral actually used and not paid down by Great Food. The Debtors' proposed Emergency, interim and final court orders would provide for the grant of "rollover replacement liens" to all Secured Creditors of Professional Hospitality, effective as of the filings of these cases, to the extent of cash collateral actually used and to the extent that Secured Creditors are ultimately determined to have an interest in cash collateral. As additional adequate protection to secured creditors of Professional Hospitality, the Debtors propose that Professional Hospitality make these payments: a. as adequate protection to U.S. Foods, all current purchases will be paid COD upon delivery. Additionally, Professional Hospitality will pay $10,000 per week toward arrears owed until its seasonal closure on Sept. 30, 2017. To the extent that U.S. Foods has a lien on Professional Hospitality's cash collateral as of the filing, U.S. Foods will receive rollover replacement liens, to the extent of cash collateral actually used and not paid down by Professional Hospitality; b. as adequate protection to the partially secured claims of NYS Tax, Professional Hospitality will make payments at a rate of $1,000 per week, starting Aug. 10, 2017, until its seasonal closure on Sept. 30, 2017. NYS Tax Priority unsecured tax claims due to NYS Tax will be paid through the Debtors' Chapter 11 Plan. To the extent that NYS Taxis ever determined to have had a lien on Professional Hospitality's cash collateral as of the filing, NYS Tax will receive rollover replacement liens, to the extent of cash collateral actually used and not paid down by Professional Hospitality; c. Northwest is wholly unsecured, as to Professional Hospitality, and will not receive adequate protection payments from Professional Hospitality. Northwest will continue to receive its usual monthly payments from Andrew Carlson on it mortgage secured by real estate titled in the name of Andrew Carlson located at 828 Fairmount Avenue, Jamestown, New York. To the extent that Northwest is ever determined to have had a lien on Professional Hospitality's cash collateral as of the filing, Northwest will receive rollover replacement liens, to the extent of cash collateral actually used and not paid down by Professional Hospitality; d. no amount is due to Tango Capital and Tango Capital holds no secured claim against Professional Hospitality. To the extent that Tango Capital is ever determined to have had a lien on Professional Hospitality's cash collateral as of the filing, Tango Capital will receive rollover replacement liens, to the extent of cash collateral actually used and not paid down by Professional Hospitality; and e. no amount is due to Snap Advances and Snap Advances holds no secured claim against Professional Hospitality. To the extent that Snap Advances is ever determined to have had a lien on Professional Hospitality's cash collateral as of the filing, Snap Advances will receive rollover replacement liens, to the extent of cash collateral actually used and not paid down by Professional Hospitality. A copy of the Debtors' Motion is available at: http://bankrupt.com/misc/nywb17-11558-16.pdf About Professional Hospitality & Great Food Professional Hospitality, LLC, is a New York corporation which is doing business as "Village Casino Restaurant" and which operates a restaurant and banquet facilities on the waterfront in Bemus Point, New York. The Village Casino Restaurant is seasonal, generally operating only between May 1 and Sept. 30 each year. Great Food Great Fun, LLC, is a New York corporation doing business as "Wing City Grille" and which operates a restaurant in Fredonia, New York. Professional Hospitality filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 17-11558) on July 24, 2017, estimating its assets at between $100,001 and $500,000 and its liabilities at between $500,001 and $1 million. Great Food also filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 17-11557) on July 24, 2017. Both of the Debtors are single member limited liability corporations owned by Andrew C. Carlson, an individual who is not in bankruptcy. On July 24, 2017, the Debtors filed a motion seeking joint administration of the cases. Daniel F. Brown, Esq., at Andreozzi Bluestein LLP, serves as the Debtors' bankruptcy counsel. PROVIDENCE HALL: Wells Fargo's Motion to Transfer Venue Denied -------------------------------------------------------------- The case captioned DICKSON PROPERTIES, LLC, Plaintiff, v. WELLS FARGO BANK, N.A., successor in interest to WACHOVIA BANK, N.A., Defendant, Civil Action No. 7:16-cv-527 (W.D. Va.), arises from a loan agreement between Dickson Properties and Wells Fargo Bank. Dickson claims that Wells Fargo violated the Bank Holding Company Act, 12 U.S.C. section 1841, et seq., by requiring Dickson to enter into an unfavorable swap agreement in order to acquire a loan and that Wells Fargo breached covenants of good faith and fair dealing by inducing Dickson to default on its loan obligations. Wells Fargo filed a motion to transfer venue to the Alexandria Division of the U.S. District Court for the Eastern District of Virginia. That motion has been fully briefed and was argued on May 1, 2017. Judge Elizabeth K. Dillon of the U.S. District Court for the Western District of Virginia denied the Motion. Dickson and its parent company Providence Hall, as co-borrowers, acquired a $2.5 million dollar loan and a $500,000 line of credit from Wachovia Bank, a national banking association to which Wells Fargo is the successor in interest. Both loans were evidenced by promissory notes. As a condition of the loans, Wachovia required the co-borrowers to enter into an interest rate swap, which was documented by a master agreement and confirmation. In March 2011, Providence Hall filed for bankruptcy in the Eastern District of Virginia. Shortly thereafter, Dickson transferred the Dickson County property to Providence Hall and then later filed for bankruptcy itself The bankruptcy court appointed Providence Hall's Chapter 11 Trustee as Dickson's designated representative. During Providence Hall's bankruptcy proceeding, the court approved the sale of several of Providence Hall's properties, including the Dickson County property, to satisfy debts owed to Wells Fargo. The Court dismissed Dickson's bankruptcy proceeding. On Feb. 28, 2014, Providence Hall filed a complaint against Wells Fargo in the Circuit Court of Loudon County, Virginia, asserting similar claims to those at issue in this case. Four days later, Dickson filed its complaint in the Circuit Court of Roanoke City. Wells Fargo removed Providence Hall's case to the U.S. District Court for the Eastern District of Virginia and moved to dismiss. The court dismissed Providence Hall's complaint on res judicata grounds, finding that the bankruptcy court's sale orders precluded Providence Hall's claims. That decision was affirmed by the Fourth Circuit Court of Appeals in March 2016. Dickson's complaint, however, was not served until Oct. 18, 2016. Wells Fargo removed the case to this court and now seeks to transfer the case to the Eastern District. Under 28 U.S.C. section 1404(a), a district court may, "[for the convenience of parties and witnesses, in the interest of justice, . . . transfer any civil action to any other district or division where it might have been brought or to any district or division to which all parties have consented." "Section 1404(a) is intended to place discretion in the district court to adjudicate motions for transfer according to an 'individualized, case-by-case consideration of convenience and fairness.'" The Fourth Circuit has distilled this case-by-case consideration into four broad factors: (1) the weight accorded to plaintiff's choice of venue; (2) witness convenience and access; (3) convenience of the parties; and (4) the interest of justice. Wells Fargo's motion to transfer venue turns primarily on the final factor -- the interests of justice. Wells Fargo asserts that Dickson's choice of forum should be disregarded and that this case should be transferred because its choice was the result of forum shopping. In Wells Fargo's estimation, the only explanation for Dickson's two-year delay between filing and serving its complaint while its parent company litigated a functionally identical claim in the Eastern District is that Dickson and Providence Hall meant to keep a case in reserve so, if the Eastern District ruled against Providence Hall, Dickson could have a second bite at the apple in a district that was not predisposed to rule against it. Relying on Foster v. Nationwide Mut. Ins. Co., and Wireless Consumers Alliance, Inc. v. T-Mobile USA, Inc., -- two cases that the Northern District of California transferred based in part on considerations of forum shopping -- Wells Fargo argues that the court should transfer this case in order to thwart Dickson's attempt to avoid judges that have ruled against Providence Hall. Judge Dillon agrees with Wells Fargo's reading of Foster and Wireless Consumers Alliance and with the general proposition that evidence of forum shopping would support transfer to an appropriate district. However, the court finds that the interests of justice do not require a transfer here and will, therefore, exercise its discretion not to transfer this case. As an initial matter, it is not clear to the court that Dickson choice was the result of forum shopping. Dickson is a distinct corporate entity with the right to choose when and how it litigates its claims. Unlike Providence Hall, which is located in the Eastern District of Virginia, Dickson is a Delaware LLC that operates primarily in Tennessee. And importantly, at the time that Dickson filed its complaint, the Eastern District of Virginia had not dismissed Providence Hall's complaint, so there was no unfavorable ruling for Dickson to avoid. To be sure, Dickson's actions in this case are suspicious. But since Wells Fargo bears the burden of proving that transfer is proper, the court will give Dickson the benefit of the doubt. Furthermore, wherever the case is heard, Dickson cannot avoid the Eastern District of Virginia and Fourth Circuit's rulings in the Providence Hall case. The Fourth Circuit's holding that the bankruptcy court's sale orders precluded Providence Hall's claims against Wells Fargo is binding on this court. And since the preclusive effect of those sale orders was decided on the pleadings as a matter of law, this court is in as good a position as the Eastern District of Virginia to decide how the Fourth Circuit's analysis applies here. Finally, transferring this case to the Eastern District of Virginia will not save on judicial resources: the Providence Hall litigation was dismissed at the pleading stage, so both courts are in the same position should the case move forward. Accordingly, the court finds that the interests of justice do not require that this case be transferred. A full-text copy of Judge Dillon's Memorandum Opinion dated August 1, 2017, is available at https://is.gd/jEGzga from Leagle.com. Dickson Properties, LLC, Plaintiff, represented by Gary Michael Bowman -- gary@garymbowman.com -- Gary Michael Bowman. Wells Fargo Bank, N.A., Defendant, represented by Jeffrey L. Tarkenton –jtarkenton@wcsr.com -- Womble Carlyle Sandridge & Rice, LLP. PUERTO RICO: Gasport Project Stalls Over PREPA Bankruptcy --------------------------------------------------------- Andrew Scurria, writing for The Wall Street Journal Pro Bankruptcy, reported that a $380 million offshore gas project in Puerto Rico is stalling, caught up in the fallout from a $9 billion utility bankruptcy. According to the report, Excelerate Energy LP gave notice it had canceled contracts with Puerto Rico's electric utility to construct a floating natural gas terminal off the island's southern coast. The cancellations weren't widely known until Wednesday, when local energy regulators demanded an explanation from the public utility known as Prepa, the report related. The planned Aguirre Offshore GasPort project, or AOGP, was designed to import cheap natural gas, helping to wean Puerto Rico's electric utility off dirtier sources of fuel, the report said. Now the project's timetable is in doubt over Prepa's deteriorating financial condition and the open-ended process of reordering its liabilities, the report further related, citing people familiar with the matter. Federal financial oversight officials placed the utility under bankruptcy protection in July, heightening the likelihood of losses to debtholders owed $9 billion, the report added. The Journal pointed out that the contract cancellations underscore how Prepa's operations are likely to be disrupted from the unprecedented bankruptcy, which is unfolding under an untested federal rescue package written specifically for Puerto Rico. The original contract terms, signed in 2014, "did not account for the uncertainty that has resulted," the report said, citing an Excelerate spokeswoman. "This does not signal the end of the project," the spokeswoman said, the Journal further cited. "Excelerate is presently engaged with Prepa to find a path forward to make the AOGP project a reality, renegotiating the agreements to refine the contract structure...." About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are onboard as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., Franklin Advisers, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $3.5 billion in COFINA Bonds and over $2.9 billion in other bonds issued by Puerto Rico and other instrumentalities, including over $1.8 billion of Puerto Rico general obligation bonds ("GO Bonds"). White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC, Monarch Alternative Capital LP, Senator Investment Group LP, and Stone Lion Capital Partners L.P. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed a nine-member Official Committee of Retirees and a seven-member Official Committee of Unsecured Creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. QUADRANT 4 SYSTEM: Taps Silverman as Financial Consultant --------------------------------------------------------- Quadrant 4 System Corporation seeks authority from the US Bankruptcy Court for the Northern District of Illinois, Eastern District, to employ the management consulting firm of Silverman Consulting, Inc. as its financial consultants. The professional services that will be required of Silverman Consulting are: a. to give the Debtor complete financial evaluation and advisable restructuring analysis plus determination of financial needs and objectives in connection with its powers and duties as debtor in possession in the continued management of its property and operation of its business; b. to assist the Debtor with the preparation of various bankruptcy reporting requirements, including cash flow budgeting and management, the analysis of creditor recoveries, the analysis of certain preference actions and other bankruptcy management services as deemed appropriate by the Debtor's management; c. to assist the Debtor and its other court appointed professionals in the marketing and sale efforts currently underway for certain of the Debtor's business units, and in such additional marketing and sale efforts as are anticipated for the Debtor's remaining business units; d. to the extent applicable, to assist the Debtor in the negotiation and formulation of a plan of reorganization or liquidation; and e. to take such other actions as may be necessary on behalf of the Debtor in connection with this chapter 11 Case. Hassaan Mansoor attests that Silverman Consulting is a "disinterested person," as that term is defined in Section 101(14) of the Code and Silverman Consulting represents no interests adverse to the estate. The Firm's current hourly rates are: Michael A. Silverman $500.00/hr. Hassaan Mansoor $300.00/hr. Greg Schmitt $150.00/hr. Other employees of the firm may work on this matter, with hourly rates of approximately $140.00 per hour or less. About Quadrant 4 System Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/-- sells IT products and services. Its revenues are primarily generated from the placement of staffing or solution consultants, and the sale and licensing of its proprietary cloud-based Software as a Service (SaaS) systems, as well as a wide range of technology oriented services and solutions. Quadrant's principal executive offices are located in Schaumburg Illinois. The Company also operates its business from various offices located in Naples, Florida; Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury, New Jersey; Pleasanton, California; and Ann Arbor, Michigan. Quadrant 4 System is the 100% owner of the issued and outstanding common stock of Stratitude, Inc., a California corporation, which it acquired on or about Nov. 3, 2016. Concurrently with the Stratitude Acquisition, Stratitude acquired certain of the assets of Agama Solutions, Inc., a California corporation. Both Stratitude and Agama are located in Pleasanton and Fremont, California and are engaged in the IT business. Quadrant 4 System disclosed total assets of $47.05 million and total liabilities of $31.39 million as of Sept. 30, 2016. Quadrant 4 System filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-19689) on June 29, 2017. Robert H. Steele, the CEO, signed the petition. Quadrant 4, which was subject to a securities fraud probe that led to the arrest and resignation of its top two executives seven months ago, sought Chapter 11 protection after reaching a settlement with the U.S. Securities and Exchange Commission and signing deals to sell four business segments for at least $6.9 million. The Chapter 11 case is assigned to Judge Jack B. Schmetterer. The Debtor's attorneys are Chad H. Gettleman, Esq. and Nathan Q. Rugg, Esq. at Adelman & Gettleman, Ltd. Silverman Consulting Inc., is the Debtor's financial consultants, and Livingstone Partners, LLC, is the investment banker. Neither a trustee nor a committee of unsecured creditors has been appointed in the Chapter 11 Case. QUEST RARE: Court Grants Motion to Delay BIA Proposal Filing ------------------------------------------------------------ Quest Rare Minerals Ltd. disclosed that on August 3, 2017, the Superior Court of Quebec granted Quest Rare Minerals' motion for an extension of the delay to file a proposal pursuant to the provisions of Part III of the Bankruptcy and Insolvency Act, thereby extending the delay to file such proposal by an additional 45 days, up to and including September 18, 2017. This is the first extension granted to Quest in the context of the Notice of Intention to File a Proposal filed by Quest on July 5, 2017. About Quest Quest Rare Minerals Ltd. (TSX:QRM) is a Canadian-based company focused on becoming an integrated producer of rare earth metal oxides and a significant participant in the rare earth elements (REE) material supply chain. Quest is led by a management team with in-depth experience in chemical and metallurgical processing. Quest's objective is the establishment of major hydrometallurgical and refining facilities in Becancour, Québec, to separate and produce strategically critical rare earth metal oxides. These industrial facilities will process mineral concentrates extracted from Quest's Strange Lake mining properties in northern Québec and recycle lamp phosphors utilizing Quest's efficient, eco-friendly "Selective Thermal Sulphation (STS)"1 process. RAVENSTAR INVESTMENTS: $625K Sale of Tularosa Property Approved --------------------------------------------------------------- Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada authorized Ravenstar Investments, LLC's sale of real property located at 490 Tularosa Court, Reno, Nevada, to Lloyd Scott Clark and Michelle Lee Ingram for $625,000. A hearing on the Motion was held on July 26, 2017 at 2:00 p.m. The sale is "as is", without warranties or representations, and free and clear of any lien, claim or encumbrance. The sale is expressly free and clear of any interest whatsoever claimed pursuant to that certain deed of trust recorded against the Tularosa Property by Alliance Bancorp on April 9, 2006 as Doc #3167946 and the UCC Financing Statement recorded by Alliance Bancorp on April 19, 2017, as Doc #4697002. The Order may be recorded in Official Records of the Washoe County Recorder and will constitute a release and full reconveyance of any lien against the Tularosa Property, including that certain deed of trust recorded against the Tularosa Property by Bank of America, N.A. on April 25, 2006. The $625,000 in sales proceeds will be disbursed directly from escrow as follows: (i) $6,375 to Reliant Title Co. for the estimated Sellers costs of sale; Reliant Title is authorized to pay the actual Seller's costs of sale; (ii) $15,625 to the Buyer's Agent (at 2%); (iii) $25,000 to Darby Law Practice, Ltd., to be held as retainer in trust and applied to fees and costs, all subject to Court approval and disgorgement; and (iv) $578,000 to the Debtor, to be deposited in DIP Bank Account, which may be reduced if the actual costs of sale are more than estimated. As provided by Fed. R. Bankr. P. 6004(h), 6006(d) and 7062, the Order will be effective and enforceable immediately upon entry. Notwithstanding Bankruptcy Rules 6004(h), the Court expressly finds that there is no just reason for delay in the implementation of the Order and expressly directs entry of judgment as set forth. About Ravenstar Investments Ravenstar Investments, LLC, owns fee simple interests in eight properties located in Sun Valley and Reno, Nevada. It posted gross revenue from rental income of $38,960 for 2016 and $45,210 for 2015. Ravenstar Investments sought Chapter 11 protection (Bankr. D. Nev. Case No. 17-50751) on June 15, 2017. It disclosed $2.65 million in assets and $2.59 million in liabilities. RAVENSTAR INVESTMENTS: Sale of Reno Property for $460K Approved --------------------------------------------------------------- Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada authorized Ravenstar Investments, LLC's sale of real property located at 6281 Copper Ridge Circle, Reno, Nevada to Mandie Jensen $460,000. A hearing on the Motion was held on July 26, 2017 at 2:00 p.m. The sale is "as is", without warranties or representations, and free and clear of any lien, claim or encumbrance. The sale is expressly free and clear of any interest whatsoever claimed pursuant to that certain deed of trust recorded against the Copper Ridge Property by Countrywide Home Loans, Inc., on April 28, 2005 as Doc #3205653. The Order may be recorded in Official Records of the Washoe County Recorder and will constitute a release and full reconveyance of any lien against the Copper Ridge Property, including that certain deed of trust recorded against the Copper Ridge Property by Countrywide Home Loans, Inc. on April 28, 2005 as Doc #3205653. The $460,000 in sales proceeds will be disbursed directly from escrow as follows: (i) $5,500 to Reliant Title Co. for the estimated Sellers costs of sale, Reliant Title is authorized to pay the actual Seller's costs of sale; (ii) $11,500 to the Buyer's Agent (at 2%); (iii) $25,000 to Darby Law Practice, Ltd., to be held as retainer in trust and applied to fees and costs, all subject to Court approval and disgorgement; and (iv) $418,000 to the Debtor, to be deposited in DIP Bank Account, which may be reduced if the actual costs of sale are more than estimated. As provided by Fed. R. Bankr. P. 6004(h), 6006(d) and 7062, the Order will be effective and enforceable immediately upon entry. Notwithstanding Bankruptcy Rules 6004(h), the Court expressly finds that there is no just reason for delay in the implementation of the Order and expressly directs entry of judgment as set forth. About Ravenstar Investments Ravenstar Investments, LLC, owns fee simple interests in eight properties located in Sun Valley and Reno, Nevada. It posted gross revenue from rental income of $38,960 for 2016 and $45,210 for 2015. The Debtor sought Chapter 11 protection (Bankr. D. Nev. Case No. 17-50751) on June 15, 2017. It disclosed $2.65 million in assets and $2.59 million in liabilities. ROBERT AGEE: Proposes $200K Private Sale of Sparta Property ----------------------------------------------------------- Robert Wendell Agee asks the U.S. Bankruptcy Court for the Eastern District of Tennessee to authorize the private sale of real property located at 25 Mayberry Street, Sparta, Tennessee, to Visnu Patel, Yogeshkumar Patel, and Raj Patel for $200,000. A hearing on the Motion is set for Aug. 24, 2017, at 11:00 a.m. The salient terms of the Purchase and Sale Agreement are: a. Seller: Robert Wendell Agee b. Purchasers: Visnu Patel (50%), Yogeshkumar Patel(25%) and Raj Patel (25%) c. Purchase Price: $200,000 d. Property: 25 Mayberry Street, Sparta, Tennessee e. Earnest Money: $1,000 f. Terms: Free and clear of any interest A copy of the Agreement attached to the Notice is available for free at: http://bankrupt.com/misc/Robert_Agee_195_Sales.pdf The estate or the Debtor will also receive the following additional consideration: (i) the proceeds from the sell will be paid to Wilson Bank to release its lien; (ii) the prorated property taxes to be paid at closing; and (iii) any environmental clean-up cost will be paid at closing. These parties hold interests in the property, the nature of their interests, and the amounts of their claims: Interest Holder Description of Interest Amount of Claim --------------- ----------------------- --------------- Wilson Bank & Trust (1st) Mortgage $5,000,000 Wilson Bank & Trust (2nd) Mortgage $1,225,000 Modern Distributors Judgment Lien $788,739 Placid Refining, Co., LLC Judgment Lien $67,722 JB & B Investments, LLC Judgment Lien $435,870 M2 Lease Funds, LLC Judgment Lien $145,060 If the ground for selling the Property free and clear of an interest is something other than that the interest holder consents to the sale, the Debtor explains there is insufficient equity in said property to secure interest in any liens other than Wilson Bank & Trust. The Purchasers can be reached at: Visnu Patel, Yogeshkumar Patel and Raj Patel P.O. Box 183 Sparta, TN 38583 Counsel for the Debtor: W. Thomas Bible, Jr., Esq. LAW OFFICE OF W. THOMAS BIBLE, JR. 6918 Willowford Road, Suite 100 Chattanooga, TN 37421 Telephone: (423) 424-3116 Facsimile: (423) 370-1285 E-mail: tom@tombiblelaw.com Robert Wendell Agee filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 16-13456) on Aug. 19, 2016. W. Thomas Bible, Jr., Esq., serves as the Debtor's bankruptcy counsel. ROBERT AGEE: Proposes $800K Private Sale of Crossville Property --------------------------------------------------------------- Robert Wendell Agee asks the U.S. Bankruptcy Court for the Eastern District of Tennessee to authorize the private sale of real property located at Highway 127 Shell, Crossville, Tennessee, to Visnu Patel, Yogeshkumar Patel, and Raj Patel for $800,000. A hearing on the Motion is set for Aug. 24, 2017, at 11:00 a.m. The salient terms of the Purchase and Sale Agreement are: a. Seller: Robert Wendell Agee b. Purchasers: Visnu Patel (50%), Yogeshkumar Patel(25%) and Raj Patel (25%) c. Purchase Price: $800,000 d. Property: 4127 North Main Street, Crossville, Tennessee e. Earnest Money: $1,000 f. Terms: Free and clear of any interest A copy of the Agreement attached to the Notice is available for free at: http://bankrupt.com/misc/Robert_Agee_196_Sales.pdf The estate or the Debtor will also receive the following additional consideration: (i) the proceeds from the sell will be paid to Wilson Bank to release its lien; (ii) the prorated property taxes to be paid at closing; and (iii) any environmental clean-up cost will be paid at closing. These parties hold interests in the property, the nature of their interests, and the amounts of their claims: Interest Holder Description of Interest Amount of Claim --------------- ----------------------- --------------- Wilson Bank & Trust (1st) Mortgage $5,000,000 Wilson Bank & Trust (2nd) Mortgage $1,225,000 Modern Distributors Judgment Lien $788,739 Placid Refining, Co., LLC Judgment Lien $67,722 JB & B Investments, LLC Judgment Lien $435,870 Comco-One World, Inc. Judgment Lien $815,778 If the ground for selling the Property free and clear of an interest is something other than that the interest holder consents to the sale, the Debtor explains there is insufficient equity in said property to secure interest in any liens other than Wilson Bank & Trust. The Purchasers can be reached at: Visnu Patel, Yogeshkumar Patel and Raj Patel P.O. Box 183 Sparta, TN 38583 Robert Wendell Agee filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 16-13456) on Aug. 19, 2016. W. Thomas Bible, Jr., Esq., serves as the Debtor's bankruptcy counsel. ROBERT AGEE: Rudd Seeley Buying Murfreesboro Property for $675K --------------------------------------------------------------- Robert Wendell Agee asks the U.S. Bankruptcy Court for the Eastern District of Tennessee to authorize the private sale of real property located at 105 River Rock Blvd., Murfreesboro, Rutherford County, Tennessee, to Rudd Seeley Wallis, LLC $675,000. A hearing on the Motion is set for Aug. 24, 2017, at 11:00 a.m. The Property contains approximately 0.63 acres of land. The salient terms of the Purchase and Sale Agreement are: a. Seller: Robert Wendell Agee b. Purchaser: Rudd Seeley Wallis, LLC c. Purchase Price: $675,000 d. Property: 105 River Rock Blvd., Murfreesboro, Tennessee e. Earnest Money: $5,000 f. Terms: Free and clear of any interest A copy of the Agreement attached to the Notice is available for free at: http://bankrupt.com/misc/Robert_Agee_197_Sales.pdf The estate or the Debtor will also receive the following additional consideration: (i) the proceeds from the sell will be paid to Wilson Bank to release its lien; (ii) the prorated property taxes to be paid at closing; and (iii) any environmental clean-up cost will be paid at closing. Wilson Bank & Trust holds the 1st mortgage in the amount of $568,959. If the ground for selling the Property free and clear of an interest is something other than that the interest holder consents to the sale, the Debtor explains that if any remaining balance remains after closing and fees will be remitted to Wilson Bank & Trust. If Wilson Bank & Trust allows any net funds to be paid to the Debtor, said funds to be held in the DIP account until further order of the Court. The Purchaser can be reached at: RUDD SEELEY WALLIS, LLC Steve Rudd 3100 West End Ave., Suite 930 Nashville, TN 37203 Robert Wendell Agee filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 16-13456) on Aug. 19, 2016. W. Thomas Bible, Jr., Esq., serves as the Debtor's bankruptcy counsel. ROCKFORD INSURANCE: Morris Insurance Buying All GH Assets for $193K ------------------------------------------------------------------- Rockford Insurance Agency, LLC, and New York Private Insurance Agency, LLC, ("NYPIA") ask the U.S. Bankruptcy Court for the Western District of Michigan to authorize the sale of substantially all assets of GH Insurance Agency, LLC to Morris Insurance Agency, Inc., doing business as Glenn Morris & Associates, for $193,000. Pursuant to their May 23, 2017 First Amended Joint Plan of Reorganization, the Debtors are to sell all of their assets. During the course of the Chapter 11 cases, they have been actively marketing the sale of their assets through J.J. Fagan & Co., LLC, as business broker with various potential buyers for 8 months. Under the Plan, the amounts creditors will receive, except for the Morris creditors and Guy Hiestand, have been established. The outcome of the sales of the assets will have no effect on the amount creditors will receive under the Plan, except for the Morris creditors and Hiestand. The Debtors believe the Morris creditors and Hiestand will support the proposed sale of assets. GH has entered into an Asset Purchase Agreement ("APA") with the Buyer for the purchase of substantially all of the assets of the GH, which is a wholly owned subsidiary of NYPIA. The terms of the proposed sale under the APA are: a. The sale price will be $193,000. The sum of $144,250 will be paid at closing with the balance of $48,750 to be paid within 60 days of the closing. b. The assets to be sold will include substantially all assets of the GH, except the Excluded Assets as set forth in the APA. The Excluded Assets are generally described as including NYPIA's membership interest in GH. c. The sale is subject to approval by the Court. NYPIA is not asking that the Court authorize the sale of GH's assets free and clear of all liens. However NYPIA and GH will be required to transfer the assets to the Buyer free and clear of all liens. d. The Closing must occur by Aug. 31, 2017. e. The brokerage agreement approved by the Court in the Order authorizing employment of Fagan provides for payment of a success fee, but excludes payment of a success fee for any sale to Glenn Morris or any entity in which he is an equity holder. Since the proposed sale is to such an entity, no success fee will be paid to Fagan. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Rockford_Insurance_166_Sales.pdf In connection with the sale, GH also asks to assume and assign certain of its executory contracts and unexpired leases to the Buyer. NYPIA has a sound business justification for exercising its rights as the sole member of GH to sell the Assets of GH at this time. They have actively marketed the sale of their assets, including the assets of GH, for over 8 months through Fagan. They have acted in good faith, and the proposed sale will provide accurate and reasonable notice of the sale to interested parties. NYPIA has therefore determined, based upon its sound business judgment, that the most viable option for maximizing the value of GH's assets is through a sale of substantially all of GH's assets. The Debtors have also filed a motion seeking authorization to sell substantially all of their assets. NYPIA asks permission to authorize the sale of GH's assets in accordance with the APA. Although NYPIA is not requesting and does not believe the Court has authority to authorize the sale of GH's assets free and clear of liens since GH is not a debtor under the Bankruptcy Code, GH will be required to transfer the assets to the Buyer, free and clear of all liens, claims, and encumbrances. Finally, NYPIA asks that the Court waives any 14-day stay that might be imposed under Bankruptcy Rule 6004(h) for any order authorizing NYPIA to exercise its rights as a member to conduct the sale of GH's assets and assign the Executory Contracts such that the Sale can close promptly after entry of the Sale Order. The Purchaser: MORRIS INSURANCE AGENCY, INC. d/b/a GLENN MORRIS & ASSOCIATIES Attn: Glenn Morris, President 6011 West River Dr., Suite B Belmont, MI 49306 The Purchaser is represented by: Stanley J. Stek., Esq. MILLER, CANFIELD, PADDOCK & STONE 99 Monroe Ave. NW, Ste 1200 Grand Rapids, MI 49503 About Rockford Insurance Agency Rockford Insurance Agency, LLC, and New York Private Insurance Agency, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mich. Lead Case No. 16-01034) on March 1, 2016. J.J. Fagan & Co., LLC, was hired to assist in the sale of assets of the company and its affiliate New York Private Insurance Agency, LLC. The Debtors' May 23, 2017 First Amended Joint Plan of Reorganization in Chapter 11 was confirmed by the Court's July 20, 2017 Order. ROOSTER ENERGY: Rooster Petroleum Panel Taps Arent Fox as Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Rooster Petroleum, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire legal counsel. The committee proposes to employ Arent Fox LLP to, among other things, give legal advice regarding its duties under the Bankruptcy Code; assist in its consultations with Rooster Petroleum and its affiliates; participate in any potential asset sale; review financing agreements; and participate in the formulation of a bankruptcy plan. The hourly rates charged by the firm range from $540 to $850 for partners, $455 to $875 for of counsel, $305 to $560 for associates, and $155 to $310 for paraprofessionals. These hourly rates represent a discount of approximately 20% from the firm's regular rates. George Angelich, Esq., disclosed in a court filing that he and other attorneys of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Arent Fox can be reached through: George P. Angelich, Esq. Jordana L. Renert, Esq. Arent Fox LLP 1675 Broadway New York, NY 10019 Phone: (212) 484-3900 Fax: (212) 484-3990 About Rooster Energy, L.L.C. Houston, Texas-based Rooster Energy Ltd. -- http://www.roosterenergyltd.com-- is an integrated oil and natural gas company with an exploration and production (E&P) business and a downhole and subsea well intervention and plugging and abandonment service business. The Company's operations are located in the state waters of Louisiana and the shallow waters of the Gulf of Mexico, mature regions that have produced since 1936. Rooster Energy, L.L.C., Rooster Energy Ltd., and five other affiliates filed a Chapter 11 petition (Bankr. W.D. La. Lead Case No. 17-50705) on June 2, 2017. Jan M. Hayden, Esq., Lacey Rochester, Esq., Susan C. Mathews, Esq., and Daniel J. Ferretti, Esq., at Baker Donelson Bearman Caldwell & Berkowitz, P.C., serve as bankruptcy counsel. In its petition, Rooster Energy L.L.C. disclosed that it had estimated assets of less than $50,000 and liabilities of $50 million to $100 million. The petition was signed by Kenneth F. Tamplain, Jr., president and chief executive officer. On June 22, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Chapter 11 case of Cochon Properties, LLC. The Cochon committee hired Heller Draper Patrick Horn & Dabney, LLC as counsel. On June 23, 2017, the U.S. trustee appointed a creditors' committee in the Chapter 11 case of Rooster Petroleum LLC. ROSENBAUM FARM: Taps Stoll Keenon as Bankruptcy Counsel ------------------------------------------------------- Rosenbaum Farm, LLC has filed an application seeking approval from the U.S. Bankruptcy Court for the Western District of Virginia to hire Stoll Keenon Ogden PLLC as its bankruptcy counsel. The firm will, among other things, give legal advice to the company regarding its duties under the Bankruptcy Code; prosecute actions to protect its estate; and advise the company concerning a traditional reorganization or a sale of estate property. Stoll Keenon received a retainer in the amount of $43,434 from Rosenbaum Farm and its affiliate Rosenbaum Feeder, LLC prior to their bankruptcy filing. The firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Stoll Keenon can be reached through: Lea Pauley Goff, Esq. Stoll Keenon Ogden PLLC 2000 PNC Plaza 500 West Jefferson Street Louisville, KY 40202 Tel: (502) 333-6099 Email: lea.goff@skofirm.com - and – Adam M. Back, Esq. 300 West Vine Street, Suite 2100 Lexington, KY 40507 Tel: (859) 231-3000 Email: adam.back@skofirm.com Rosenbaum Farm, LLC and Rosenbaum Feeder Cattle, LLC own a hog feedlot facility at 36000 Allison Lane, Glade Spring, Virginia. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case Nos. 17-70962 and 17-70963) on July 20, 2017. William Todd Rosenbaum, secretary and treasurer, signed the petitions. At the time of the filing, both Debtors disclosed that they had estimated assets and liabilities of $1 million to $10 million. Judge Paul M. Black presides over the cases. The Debtors hired John M. Lamie, Esq., at Browning, Lamie & Gifford, P.C., as local counsel. RUPARI FOOD: Should Face Trial Over Crawfish Fraud, Court Rules --------------------------------------------------------------- Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy, reported that the U.S. Customs and Border Protection is seeking assurances from a judge that Rupari Food Services Inc.'s bankruptcy won't shield the company from a $2.8 million penalty tied to its alleged illegal importation of Chinese crawfish meat. According to the report, in court papers, acting U.S. Attorney David Weiss said Rupari, a one-time barbecue ribs specialist that has since liquidated most of its assets in chapter 11, should have to face a trial over the incident, which took place more than 15 years ago. The report related that, typically, filing for bankruptcy freezes all pending litigation and prevents creditors from attempting to seize a troubled company's assets. But, according to Mr. Weiss, any actions "commenced by a governmental unit to enforce police or regulatory powers" are exempt from the otherwise powerful protections, the report further related. According to prosecutors, between 1997 and 1998, Rupari imported frozen crawfish meat from Thailand that it knew had originated in China, avoiding a 201.63% tariff but committing a fraud in the process, the report said. In 2011, U.S. Customs and Border Protection filed a lawsuit against Rupari with the U.S. Court of International Trade, seeking to enforce a fine now pegged at $2.8 million, the report added. The law enforcement agency, part of the U.S. Department of Homeland Security, says that after years of litigation, it is ready to go to trial to enforce the penalty, the final size of which has yet to be determined, the report said. About Rupari Holding Corp. Established in 1978, Rupari -- http://www.rupari.com/-- is a culinary supplier of sauced and unsauced ribs, barbeque pork, and BBQ chicken. Since 1978, Rupari Foods has been producing and distributing the finest, restaurant-quality, pre-cooked, sauced, bone-in proteins, and related barbeque products. The Company offers a full line of meats under the Rupari brand name, as well as a variety of products under the retail names of Tony Roma's and Butcher's Prime. The Company's products are available at large And mid-sized retailers throughout the United States and Canada. Rupari Holding Corp. and its affiliate Rupari Food Services, Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10793 and 17-10794, respectively) on April 10, 2017. The petitions were signed by signed by Jack Kelly, CEO. At the time of filing, the Debtors each estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The cases are assigned to Judge Kevin J. Carey. R. Craig Martin, Esq., Maris J. Kandestin, Esq., Richard A. Chesley, Esq., and John K. Lyons, Esq., at DLA Piper LLP (US) are serving as counsel to the Debtors. Kinetic Advisors LLC is the financial advisor. Donlin, Recano & Co., Inc., is the claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, on April 20, 2017, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Rupari Holding Corp. The Committee tapped Lowenstein Sandler LLP as lead bankruptcy counsel, Whiteford Taylor & Preston LLC, as Delaware counsel, and CohnReznick LLP and CohnReznick Capital Market Securities, LLC, as its financial advisor and investment banker. SAAD INC: May Use Cash Collateral Through Aug. 22 ------------------------------------------------- The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts entered an order approving Saad, Inc.'s motion to use cash collateral on the same terms and conditions as previously allowed through the continued hearing, which will be held on Aug. 22, 2017, at 11:15 a.m. A copy of the Order is available at: http://bankrupt.com/misc/mab16-13691-107.pdf About Saad Inc. Saad, Inc., owns and operates a gas station located at 899 Belmont Street, Brockton, Massachusetts. Saad, Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-13691) on Sept. 27, 2016, disclosing total assets at $1.26 million and total liabilities at $734,638. Yacoub G. Saad, president, signed the petition. The case is assigned to Judge Joan N. Feeney. The Debtor is represented by Norman Novinsky, Esq., at Novinsky & Associates. The Debtor continues to operate as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. No official committee of creditors has been appointed in the case. SAM WYLY: Grahams Buying SL LLC's Dallas Property for $870K ----------------------------------------------------------- Samuel Evans Wyly asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of a real property owned by Spitting Lion, LLC ("SL LLC") located at 4144 Stanhope Avenue, Dallas, Texas ("Home"), to John Graham and Lisa Wyly for $870,154. Spitting Lion Ltd. IOM, a subsidiary of the Bessie Trust, is the 99% grantor of Spitting Lion Management Trust ("SL Management Trust"). Rosemary Acton's four children inherited the remaining 1% grantor interest in SL Management Trust in equal parts as beneficiaries. Subsequently, McCary Wyly was added as a further grantor on Jan. 1, 2013. As a result of monies McCary Wyly contributed, the SL Management Trust ownership interests are as follows: (i) McCary Wyly - 2.45%; (ii) Evan Wyly - 0.24%; (iii) Lisa Wyly - 0.24%; (iv) Laurie Matthews - 0.24%; (v) Kelly O'Donovan - 0.24%; and (vi) Spitting Lion (Isle of Man) Ltd. - 96.59%. For clarity, it is the Debtor's position that he does not have an ownership interest in the SL Management Trust, however, the Department of Justice disagrees and avers he does have an ownership interest in the SL Management Trust. The SL Management Trust wholly owns SL LLC, which wholly owns the Home that was recently lived in by beneficiaries of the Bessie Trust. The SL LLC does not own any other property besides the Home. Additionally, prior to the Petition Date, the Debtor provided a loan over time to the SL Management Trust in an amount totaling $220,000. The Debtor listed the Loan on his Amended Schedules of Assets and Liabilities as an account receivable owed by the SL LLC to the Debtor's estate in the amount of $220,000. The SL Management Trust is administered by its trustee, Lisa Lyn Wyly. The Debtor and the holders of the SL Management Trust interests support the Grahams purchasing the Home and have expressed their support to the SL Trustee. In particular, the Grahams wish to purchase the Home as soon as possible to facilitate the Home's urgent mold remediation that is required. Upon sale of the Home, the SL Trustee has confirmed that the proceeds of the sale and any additional assets of SL LLC and/or the SL Management Trust will be distributed as directed by the grantors of the SL Management Trust, according to their respective shares. Specifically, the trustee for the Bessie Trust, First Names Trust Co. (Isle of Man) Ltd., has communicated its intention to direct the SL Trustee to transfer the portion of the remaining net proceeds of the Home sale due to Spitting Lion (IOM) (96.59%) to the Securities and Exchange Commission, as a credit against the remaining settlement amount owed pursuant to the SEC Settlement Agreement, approved by the Court on Nov. 7, 2016. The Debtor understands the SL Trustee has determined in its discretion, after extensive discussions, to sell the Home to the Grahams at the reasonable market price for the Home, which was estimated by Allie Beth Allman and Associates ("ABA"). The SL Management Trust's price for selling the Home is predicated on the reasonable market price. In its extensive experience selling similar properties in the Dallas metroplex, ABA, a premiere real estate brokerage firm in Dallas, has recently valued the Home at $906,410 based on consideration of the current market, the Home's appraisal value, and the remediation costs necessary for sale, specifically the urgent mold problem detailed in a recent mold protocol report. The mold remediation costs total nearly $85,000 and the problem requires immediate attention. Additionally, as a 4% discount for waiving ABA's brokerage commission, the purchase price was reduced by $36,256 for a final purchase price of $870,154 for the Home. In connection with the proposed sale, the SEC entered into a Stipulation and Order to permit the Grahams to purchase the Home in Case No. 10-05760 in the U.S. District Court in the Southern District of New York. The proceeds from the sale of the Home will be distributed as follows: (i) $252,856 to the segregated DIP account (the amount attributable to repayment to the Debtor for the Loan, including $32,856 in accrual of interest from December 2006 through July 2017); (ii) .96% of the remaining net proceeds of $617,298, or $5,926, to the segregated DIP account (the amount attributable to the Children's Interest in SL Management Trust); (iii) 2.45%, or $15,124, to the segregated DIP account (the amount attributable to McCary Wyly); and (iv) the other 96.59%, or $596,248, to the SEC as a credit against the settlement amount owed pursuant to the SEC Settlement Agreement. For the avoidance of doubts, there is no brokerage commission and any closing and selling costs will be borne by the Grahams. The Committee and the DOJ have agreed to the foregoing distribution of proceeds from the Home sale. Within seven days after receipt by the Debtor of full and final payment of the net sale proceeds from the Home, the Debtor will file a Notice of Sale with the Court confirming the transaction has been completed and the exact amounts deposited in the segregated DIP account and distributed to the SEC. In his business judgment, with the assistance of his professionals, the Debtor submits that the sale of the Home to the Grahams will likely ensure the best return for his estate and his creditors. The Debtor asks that the order approving the sale of the Home be effective immediately by providing that the 14-day stay under Bankruptcy Rule 6004(h) is waived. About Sam Wyly Sam Wyly is a lifelong entrepreneur and author. His first book, 1,000 Dollars & An Idea, is a biography that tells his story of creating and building companies, including University Computing, Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse. His second book, Texas Got It Right!, co-authored with his son, Andrew, was gifted to roughly 450,000 students and teachers, thought leaders, and readers, and continues to be a best-seller in its Amazon category. Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. In September 2014, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. About Caroline Wyly Caroline Wyly is the widow of business tycoon Charles Wyly. She and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy protection as leverage to settle a looming tax bill and a $329 million claim from the Securities and Exchange Commission. Her bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy Court, Northern District Texas (Dallas). SAMUEL J. HAMILTON: Hires Benton & Centeno as Bankruptcy Counsel ---------------------------------------------------------------- Samuel J. Hamilton at York, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Benton & Centeno, LLP as attorneys. The Debtor requires the Firm to represent the Debtor in Possession with regard to the Chapter 11 Bankruptcy case. The Firm's lawyers and paralegals who will work on the Debtor's case and their hourly rates are: Lee R. Benton $400 Samuel C Stephens, associate $250 Paralegals $80 Fees of $3,054.90 were paid by Pennsylvania National Mutual Casualty Insurance Company prior to filing the bankruptcy petition, leaving a deposit of $1,717 as of the Petition Date for the filing fee. The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lee Benton, Esq., of Benton & Centeno, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Lee Benton, Esq. Benton & Centeno, LLP 2019 Third Avenue North Birmingham, AL 35203 Tel: (205) 278-8000 Fax: (205) 278-8005 E-mail: lbenton@bcattys.com About Samuel J. Hamilton at York, LLC Samuel J. Hamilton at York, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D.Ala Case No. 17-71253) on July 14, 2017. Lee Benton, Esq., at Benton & Centeno, LLP serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. SCIENCE APPLICATIONS: Moody's Hikes CFR to Ba2; Outlook Stable -------------------------------------------------------------- Moody's Investors Service has upgraded the Corporate Family Rating (CFR) of Science Applications International Corporation ("SAIC" or "the company") to Ba2 from Ba3 and concurrently affirmed the senior secured bank facility rating of Ba2. The rating outlook is stable. RATINGS RATIONALE The rating upgrade to Ba2 reflects SAIC's competitive revenue scale, contract diversity, technical capabilities and anticipates a continuation of the steady income/cash flow stream exhibited since the Scitor acquisition of 2015. SAIC's solid credit metrics for the Ba2 rating, LTM May 5, 2017 debt/EBITDA 3.3x with EBITDA/interest 6.5x, provide cushion for acquisition-related borrowing or development spending within the platform integration business. Backlog growth since mid-2016 and the favorable US defense budget setting suggest higher organic revenue across the next few years. The speculative grade liquidity rating of SGL-2 denotes a good liquidity profile. Scheduled near-term loan amortization of $25 million compares modestly to the $180 million of free cash flow Moody's anticipates. With cash held at around $150 million to $200 million, the likelihood, and if required the extent of, revolver borrowing should remain low. The cash benefits the liquidity profile as the revolver commitment size of $200 million seems small versus the company's size. The rating outlook is stable supported by SAIC's balanced financial policies, good contract execution track record, and likelihood of sufficient free cash flow to fund internal investments or to prepay debt should business unexpectedly weaken. Upward rating momentum would depend on higher revenues and the ability to prime larger, more prominent contracts. EBITDA margin above 10% (8.8% LTM May 5, 2017), free cash flow to debt in the high teen percentage range (20%), and sustained good liquidity would likely accompany a rating upgrade. Downward rating pressure would mount with contract losses, debt to EBITDA over 4x, or weakened liquidity. Issuer: Science Applications International Corp Upgrades: -- Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD -- Corporate Family Rating, Upgraded to Ba2 from Ba3 Affirmations: -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Senior Secured Bank Credit Facility, Affirmed Ba2, LGD 3 -- Senior Secured Term Loan, Affirmed Ba2, LGD 3 Outlook Actions: -- Outlook, Changed To Stable From Positive Science Applications International Corporation is a provider of technical, engineering and enterprise information technology services primarily to the U.S. government, including the Department of Defense and federal civilian agencies. The company was spunoff from Leidos Holdings, Inc. on September 27, 2013. Revenues for the 12 months ended May 5, 2017 were $4.3 billion. SEATEQ CORPORATION: Taps Belvedere as Bankruptcy Counsel -------------------------------------------------------- Seateq Corporation seeks authority from the US Bankruptcy Court for the Northern District of California, San Francisco Division, to employ Belvedere Legal, PC as its general bankruptcy counsel. Services to be rendered by Belvedere Legal are: a. to advise and represent the Debtor to all matters and proceedings within this Chapter 11 case, other than those particular areas that may be assigned to special counsel; b. to assist, advise and represent the Debtor in any manner relevant to a review of its debts, obligations, maximization of its assets and where appropriate, disposition thereof; c. to assist, advise and represent the Debtor in the operation and liquidation of its business, if appropriate; d. to assist, advise and represent the Debtor in the performance of all of its duties and powers under the Bankruptcy Code and Bankruptcy Rules, and in the performance of such other services as are in the interests of the estate; e. to assist, advise and represent the Debtor in dealing with its creditors and other constituencies, analyzing the claims in this case, and formulating and seeking approval of a Plan of Reorganization. The Debtor proposes to pay the Firm for services at the Firm's discounted rate of $495 per hour for all legal services and to reimburse the Firm for all costs, according to its customary reimbursement policies for attorneys' fees and costs. Matthew D. Metzger, Esq., principal of the Belvedere Legal, attests that the Firm does not represent any interest adverse to the Debtor or its estate. Nor does the Firm hold any interest materially adverse to the interests of the Debtor or its estate. The Firm can be reached through: Matthew D. Metzger, Esq. BELVEDERE LEGAL, PC 1777 Borel Place, Suite 314 San Mateo, CA 94402 Tel: (415) 513-5980 Fax: (415) 513-5985 Email: mmetzger@belvederelegal.com About Seateq Corporation Based in San Francisco, California, Seateq Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-30697) on July 20, 2017. The petition was signed by Bjorn Ervell, chief executive officer. Judge Hannah L. Blumenstiel presides over the case. Matthew D. Metzger, Esq. at Belvedere Legal, PC represents the Debtor. At the time of filing, the Debtors estimates $500,000 to $1 million in total assets and $1 million to $10 million in total liabilities. SESI LLC: Moody's Rates New $500MM Senior Unsecured Notes B3 ------------------------------------------------------------ Moody's Investors Service assigned a B3 rating to SESI, L.L.C.'s (SESI - a wholly-owned subsidiary of Superior Energy Services, Inc.) proposed offering of $500 million senior unsecured notes due 2024. SESI's other ratings and stable outlook were unchanged. Net proceeds from this offering will be used to help redeem SESI's $500 million 6.375% senior notes due 2019. "This transaction removes the near term refinancing risk that the company was facing, and will help SESI during negotiations with its revolver lending group for maturity extension, which is set to expire in February 2019," commented Sajjad Alam, Moody's Senior Analyst. Assignments: Issuer: SESI, L.L.C. -- Senior Unsecured Regular Bond/Debenture due 2024, Assigned B3 (LGD4) RATINGS RATIONALE The proposed notes will rank equally in right of payment with SESI's existing senior unsecured notes and will have the same subsidiary guarantee package. The proposed notes are rated B3, one notch below the B2 Corporate Family Rating (CFR) given their subordinated claim to SESI's assets relative to the company's $300 million senior secured revolving credit facility. SESI's B2 CFR reflects its weak earnings prospects and very high projected financial leverage at least through mid-2018, as well as its potential need to renegotiate credit facility financial covenants. Although the demand for SESI's products and services should gradually recover from increased US shale drilling and completion activities, operating margins and cash flows may not grow quickly because of significant reactivation/redeployments costs, cost inflation and ongoing price competition. As a result, SESI's leverage could remain at high levels over an extended period. Despite amending its financial covenants in February 2017, the company will have limited headroom under the financial covenants and may require further amendments later this year to maintain ongoing access to the revolving credit facility. SESI's ratings are supported by its scale and diversification across most US basins, meaningful international and offshore presence, broad suite of product and service offerings and its manageable liquidity. The company's stable rating outlook reflects improving industry fundamentals and Moody's expectation that SESI will maintain adequate liquidity. An upgrade would be considered if SESI can sustain leverage near 5x and show steady growth in earnings and cash flows for several quarters in an improving market. SESI's CFR could be downgraded if the EBITDA/Interest ratio remains below 1.5x or if the company's liquidity cushion is substantially diminished. The principal methodology used in this rating was Global Oilfield Services Industry Rating Methodology published in May 2017. SESI, L.L.C. is a wholly-owned subsidiary of Superior Energy Services, Inc., which is a publicly traded diversified oilfield services company headquartered in Houston, Texas. SHERIDAN PRODUCTION: $1.8-Bil. Energy Fund in Rescue Talks ---------------------------------------------------------- Dawn Lim and Soma Biswas, writing for The Wall Street Journal Pro Bankruptcy, reported that Houston oil and gas investment firm Sheridan Production Partners is in talks to shore up a troubled $1.8 billion fund that is struggling under approximately $1 billion in debt, according to people familiar with the matter. According to the report, citing the people familiar with the matter, Pantheon, a London-based asset manager, has stepped up with a proposed deal to provide $350 million in junior capital to the fund. The offer would be one relief option for a 2010 fund backed by Warburg Pincus executives and other investors, the report said. The Sheridan fund borrowed heavily to buy producing oil fields -- several of which are in Texas -- but slumped after energy prices nose-dived in 2014, the report added. The Journal pointed out that Sheridan fund is the latest example of how depressed oil and gas prices continue to haunt both private-equity and public-market investors in companies that borrowed heavily before oil prices fell off in 2014. The news agency pointed out as an example EnerVest Ltd, a private-equity firm that levered portfolios of energy assets with debt, that is in danger of seeing its equity investments wiped out in at least one fund. Dozens of listed energy companies filed for chapter 11 last year, from Samson Resources to Ultra Petroleum Corp. The Sheridan fund borrowed heavily and has a $500 million revolving credit line that comes due in February 2018, the report related, citing people familiar with the matter. Moreover, the company faces a borrowing-base re-determination in September 2017, which may result in lenders seeking payment sooner on part of the revolver borrowings, the report further related, people added. Sheridan's assets, however, generate cash, and the fund has been using that money to pay down its revolver borrowings, according to one of the people familiar with the matter, the report said. The fund also has a $500 million term loan that matures in 2020, the people said, the report added. Sheridan has been working with investment bank Evercore to raise capital to pay down the revolver drawings, according to people familiar with the matter. It also is exploring other ways to bolster the fund, the report said. SHOW DEPARTMENT: Plan Language Did Not Discharge Guarantees ----------------------------------------------------------- OPS3 LLC, Lee Facklis, Jeffrey Facklis, and 2201 W. Fulton, LLC, appeal from a decision of the bankruptcy court dismissing their adversary complaint, which sought a declaratory judgment that personal guarantees by Lee Facklis and Jeffrey Facklis had been discharged in bankruptcy, and an injunction preventing American Chartered Bank from enforcing a mortgage executed by the Facklises in favor of ACB to secure loans made to debtors Show Department, Inc.; Resolution Digital Studios; Boreray, LLC; and 2201 West Fulton, LLC as it too had been discharged in the bankruptcy. The bankruptcy court dismissed both of those claims in an oral ruling, reasoning that the bankruptcy plan language did not specifically discharge either the personal guarantees or the mortgage. Appellants now contend that the bankruptcy court erred, as the plain meaning of the plan language discharged both the guarantees and the mortgage. Judge Andrea R. Wood of the U.S. District Court for the Northern District of Illinois affirms the decision of the bankruptcy court dismissing the adversary complaint. Sometime prior to the bankruptcy of the Debtors, the Facklises -- who were two insiders of the Debtors -- executed personal guarantees for each of seven business loans made to the Debtors by ACB. Separately, in March 2010, the Facklises executed a second mortgage on certain Wisconsin real estate that they owned personally to secure a loan in the amount of $340,000 made by ACB to Show Department, Boreray, and Resolution. After each of the Debtors filed voluntary petitions for bankruptcy, the bankruptcy court entered an order allowing the joint administration of the Debtors with In re Show Department, Inc. as the lead case. Each of the Debtors filed a separate Plan of Reorganization, all of which were confirmed on Dec. 15, 2011. OPS3 LLC was created pursuant to the Plans of Reorganization of Show Department, Resolution, and Boreray, and assumed all assets and liabilities of those three Debtors. Meanwhile, under its Plan of Reorganization, Fulton continued in existence and retained ownership of the real estate located at 2201 West Fulton in Chicago Illinois, and also provided for the repayment of the mortgage debt on that property owed to ACB. On Oct. 31, 2012, OPS3 and the Facklises filed an adversary complaint against ACB. The action included three counts; however, only Counts I and III are relevant to the appeal. Count I sought a declaratory judgment that the Facklis Guaranties had been "merged" into the obligations of the Debtors, per Section 9.13, and then discharged in bankruptcy. Count III sought an injunction preventing ACB from enforcing the Wisconsin Mortgage on the ground that Section 2.01 fails to state specifically that ACB is secured in the Wisconsin Mortgage and therefore that secured debt was discharged in bankruptcy. With respect to Count I, the bankruptcy court found Appellants' interpretation of Section 9.13 to be overly broad in light of Seventh Circuit precedent indicating that releases of third parties in bankruptcy actions must be narrowly tailored and supported by express findings by the bankruptcy court that such releases are absolutely essential to the reorganization. The bankruptcy court also found that the plain language of Section 9.13 did not support the proposition that the Facklis Guaranties had been discharged. With respect to Count III, the bankruptcy court cited disclosure statement language indicating that ACB, as a Class I claimant, would "retain a security interest in its collateral to secure their respective allowed secured claims," and concluded that nothing in the disclosure statement provided that the Wisconsin Mortgage would be extinguished. The bankruptcy court also noted that, since the Wisconsin property was not property of the estate, there was "nothing operating to discharge" the Wisconsin Mortgage. Accordingly, the bankruptcy court dismissed the complaint. Section 524(e) of the bankruptcy code does not act as a blanket rule prohibiting a bankruptcy court from releasing non-debtors from liability without the creditor's consent; allowing such relief is within a bankruptcy court's broad equitable powers. The proper standard for approval of a release in a plan of reorganization in favor of a non-debtor guarantor is that the provision be appropriately tailored and essential to the reorganization plan as a whole. Whether a third-party release is appropriate "is fact intensive and depends on the nature of the reorganization.” Any purported release of the Facklis Guaranties would not meet this standard for equitable relief. Judge Wood also notes that the bankruptcy court disclaimed the idea that it signed off on the release of the Facklis Guaranties as part of the Debtors' plans of reorganization. The Court finds the bankruptcy court's interpretation of its own order to be persuasive. Accordingly, the bankruptcy court's dismissal of Count I is affirmed. Appellants do not point to any language in the confirmed plans that explicitly extinguishes the Wisconsin Mortgage. Instead, Appellants contend that Section 2.01, which grants ACB a security interest in its collateral, excludes the Wisconsin property as collateral for debts of the reorganized Debtors, and thus any interest ACB had in that property was discharged. That argument is unpersuasive. Accordingly, the fact that the Wisconsin Mortgage is not explicitly set forth in Section 2.01 does not have any effect on its continued existence as collateral in which ACB has a security interest. Thus, because the plain language of Debtors' plans cited by Appellants fails to support their argument that the Debtors' Plans released the Wisconsin Mortgage via negative implication, the Court affirms the judgment of the bankruptcy court on Count III. For these reasons, the Court affirms the bankruptcy court's dismissal of the Adversary Complaint. The Clerk of Court is directed to enter Judgment in favor of the Appellees. The appeals case is OPS3 LLC, LEE M. FACKLIS, JEFFREY DEAN FACKLIS, and 2201 W. FULTON, LLC, Plaintiffs-Appellants, v. AMERICAN CHARTERED BANK, Defendant-Appellee, No. 13-cv-04398 (N.D. Ill.). A full-text copy of Judge Wood's Memorandum Opinion and Order dated August 1, 2017, is available at https://is.gd/leHsf7 from Leagle.com. 2201 W. Fulton, LLC, Appellant, represented by Vikram Rama Barad -- vbarad@maxwellandpotts.com -- Maxwell Law Group, LLC. 2201 W. Fulton, LLC, Appellant, represented by Andrew Joseph Maxwell -- ajmaxwell@maxwellandpotts.com -- Maxwell Law Group, LLC, Ellen L. Parker, Show Department, Inc., Michael William Rathsack -- mrathsack@rathsack.net -- Michael W. Rathsack & Nicole A. Elipas -- naelipas@maxwellandpotts.com -- Maxwell Law Group, LLC. Lee M. Facklis, Appellant, represented by Vikram Rama Barad, Maxwell Law Group, LLC, Andrew Joseph Maxwell, Maxwell Law Group, LLC, Ellen L. Parker, Show Department, Inc., Michael William Rathsack, Michael W. Rathsack & Nicole A. Elipas, Maxwell Law Group, LLC. Jeffrey Dean Facklis, Appellant, represented by Vikram Rama Barad, Maxwell Law Group, LLC, Andrew Joseph Maxwell, Maxwell Law Group, LLC, Ellen L. Parker, Show Department, Inc., Michael William Rathsack, Michael W. Rathsack & Nicole A. Elipas, Maxwell Law Group, LLC. OPS3 LLC, Appellant, represented by Vikram Rama Barad, Maxwell Law Group, LLC, Andrew Joseph Maxwell, Maxwell Law Group, LLC, Ellen L. Parker, Show Department, Inc., Michael William Rathsack, Michael W. Rathsack & Nicole A. Elipas, Maxwell Law Group, LLC. American Chartered Bank, Appellee, represented by Forrest B. Lammiman -- flammiman@mpslaw.com -- Meltzer, Purtill & Stelle LLC, David Lawrence Kane -- dkane@mpslaw.com -- Meltzer Purtill & Stelle LLC & Jordan M. Litwin -- jordan@litwinlawfirm.com -- Litwin Law, LLC. Service List, represented by U.S. Bankruptcy Court, Clerk. Service List, represented by United States Trustee, Office of the United States Trustee. Service List, represented by Pamela S. Hollis, US Bankruptcy Court. Headquartered in Chicago, IL, Show Department, Inc. filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-42055) on Sept. 20, 2010 with estimated assets of $1,000,001 to $10,000,000 and estimated debts of $1,000,001 to $10,000,000. The petition was signed by Lee M. Facklis, president. SHUTTERFLY INC: S&P Assigns 'BB-' CCR & Rates $500MM Notes 'BB+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' corporate credit rating to U.S.-based online personalized products manufacturer Shutterfly Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'BB+' issue-level rating and '1' recovery rating to the company's $500 million senior secured credit facility. The facility consists of a $200 million revolving credit facility due in 2022 and a $300 million term loan b due 2024. The '1' recovery rating indicates our expectation for very high (90%-100%; rounded estimate: 95%) recovery of principal in the event of a payment default. "The corporate credit rating reflects Shutterfly's good market position and brand recognition in premium personalized photo products and services; high industry fragmentation, price competition and intense competition from existing and new entrants; significant revenue seasonality with over 50% of revenue generated in the year-end holiday season; good profitability with EBITDA margins in the high-teens percent; and conservative financial policy with expected leverage in the low 2x area in 2018. It also incorporates our expectation that Shutterfly will successfully complete its planned consolidation of some of its smaller brands and achieve low- to mid-single-digit percentage revenue and EBITDA growth in 2018. We expect the consolidation will allow the company to focus on its brands such as Shutterfly, tinyprints and Wedding Paper Divas, and to leverage a common platform to support innovation, operational flexibility and efficiency. We expect the reorganization to be completed by 2018. "The stable outlook reflects our expectation that Shutterfly will maintain leverage in the low- to mid-2.0x area and commit to using the proceeds from its debt issuance to prefund its existing convertible note. It also reflects our expectation that the company will be able to return to growth and expand its EBITDA margins in 2018 after a decline due to the restructuring expenses in 2017. "We could lower the ratings if the company's operating performance deteriorates such that we expect adjusted leverage to increase to 3.0x on a sustained basis, or if FOCF to debt falls below 15%. This could result from, for example, complications arising from integration, including greater-than-expected customer losses, higher-than-expected expenses, or an unexpected change in the competitive landscape. Given the company's dependence on its fourth-quarter performance, we could also lower the rating if we believe its performance during this quarter will be materially worse than we'd expected. "We could raise the corporate credit rating if the company is able to diversify is business into segments that aren't susceptible to the same cyclical pressures as its consumer segment while maintaining its conservative financial policy profile and current leverage level." SIDNEY WEINSTEIN: Sale of Martinez Horse Ranch for $1.7M Approved ----------------------------------------------------------------- Judge Roger L. Efremsky of the U.S. Bankruptcy Court for the Northern District of California authorized Sidney A. Weinstein's sale of real property located at 1049 Boca Canada Road, Martinez, California, to Adam and Jessica Selvin for $1,700,000. A hearing on the Motion was held on Aug. 2, 2017 at 2:00 p.m. The sale is on an as "is, where is" or "with all faults" basis, and free and clear of the liens, claims or interests. The Debtor is authorized to pay from escrow the undisputed liens or claims of Wells Fargo and Randall Nathan at closing of the sale, and any and all outstanding real property taxes owed Contra Costa County. The Debtor, and any escrow agent upon the Debtor's written instruction, will be authorized to make such disbursements on or after the closing of the sale as are required by the purchase agreement or order of the Court, including, but not limited to, (i) all delinquent real property taxes and outstanding post-petition real property taxes pro rated as of the closing with respect to the Real Property; and (ii) the broker's commissions to the Debtor's broker and the Buyers' broker pursuant to the Purchase Agreement; and any and all closing costs or charges pursuant to the terms of the Purchase Agreement. The Order will be effective immediately upon entry. The Bankruptcy Rule 6004(h) does not apply with respect to the Order. Sidney A. Weinstein sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 15-43416) on Nov. 6, 2015. The Debtor tapped Mufthiha Sabaratnam, Esq., at Sabaratnam and Associates as counsel. SINGH LODGING: Case Summary & 6 Unsecured Creditors --------------------------------------------------- Debtor: Singh Lodging, Inc. 203 North Maple Buffalo, NY 14221 Type of Business: Singh Lodging provides accommodation for travelers. It owns a fee simple interest in a property located at 50 Freeman Drive, Lancaster, New York 14086 valued at $2.5 million. Chapter 11 Petition Date: August 4, 2017 Case No.: 17-11637 Court: United States Bankruptcy Court Western District of New York (Buffalo) Debtor's Counsel: Robert B. Gleichenhaus, Esq. GLEICHENHAUS, MARCHESE & WEISHAAR, P.C. 930 Convention Tower 43 Court Street Buffalo, NY 14202 Tel: (716) 845-6446 Fax: 716-845-6475 E-mail: RBG_GMF@hotmail.com Total Assets: $2.53 million Total Liabilities: $3.63 million The petition was signed by Kabal S. Virk, president. The Debtor's list of six unsecured creditors is available for free at http://bankrupt.com/misc/nywb17-11637.pdf SKY HARBOR: Hires Cushman & Wakefield as Real Estate Broker ----------------------------------------------------------- Sky Harbor Hotel Properties, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Arizona to employ Cushman & Wakefield as commercial real estate broker. The Debtor requires Cushman & Wakefield to market and sell the property located at 3200 South 48th Street, Phoenix, Arizona 85040, APN 124-53-037D. Cushman & Wakefield will charge the Debtor's estate a $75,000 flat fee for the sale of the Property. Brent Moser, executive managing director of Cushman & Wakefield, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Cushman & Wakefield may be reached at: Brent Moser Cushman & Wakefield 2555 East Camelback Road, Suite 300 Phoenix, AZ 85016 Tel: (602) 224-4486 Mobile: 602-570-1278 About Sky Harbor Hotel Properties Headquartered in Tempe, Arizona, Sky Harbor Hotel Properties, LLC, or SHHP was formed for the purposes of purchasing a parcel of unimproved real property located at 3210 South 48th Street, in Phoenix, Arizona, constructing a hotel on the Property and managing the hotel. SHHP's assets consist primarily of the Hotel Property and its 50% ownership interest in Soleil Conference Center, LLC. Sky Harbor Hotel filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 17-08082) on July 14, 2017, listing $1.64 million in total assets and $900,728 in total liabilities. The petition was signed by Shane Kuber of SKK, LLC, manager of the Debtor. The goal of the bankruptcy case is to maximize the value of Sky Harbor Hotel's assets through a sale process, pay all allowed claims and interests, and liquidate Sky Harbor Hotel after the net proceeds are distributed according to the priorities set forth under the Bankruptcy Code. John R. Clemency, Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at Gallagher & Kennedy, P.A., serve as the Debtor's bankruptcy counsel. SKY HARBOR: Hires Gallagher & Kennedy as Restructuring Counsel -------------------------------------------------------------- Sky Harbor Hotel Properties, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Arizona to employ Gallagher & Kennedy, PA as restructuring counsel to the Debtor. The Debtor requires Gallagher & Kennedy to: a. provide legal advice with respect to powers and duties as debtor-in- possession in the continued operation of their businesses and management of its property; b. prepare all necessary applications, motions, answers, orders, reports and other legal papers on behalf of the Debtor; c. appear in Court and protect the interests of the Debtor before the Court; d. assist the Debtor with the collection and disposition of the Debtor's assets, by sale or otherwise; e. assist the Debtor with ongoing corporate and regulatory legal needs; and f. assist the Debtor in preparing and confirming a Chapter 11 plan. Gallagher & Kennedy lawyers who will work on the Debtor's case and their hourly rates are: John R. Clemency $595 Lindsi M. Weber $415 Janel M. Glynn $415 Gallagher & Kennedy professionals hourly rates: Shareholders $390-$625 Associates $340-$385 Paralegals $250-$260 Gallagher & Kennedy received prepetition the amount of $45,000 for background work and preparation of this Case. Prior to the filing of the Petition, Gallagher & Kennedy received an additional $55,000 -- together, in the total amount of $100,000. Gallagher & Kennedy is now holding the remaining funds in trust during the pendency of this case to be applied toward the payment of Gallagher & Kennedy's approved compensation and expenses awarded in the case. As of the date of this filing, the Debtor has $55,000 remaining in funds held by Gallagher & Kennedy after payment of the flat fee for pre-petition services in preparation of the filing of this Case through the Petition Date, as well as the Chapter 11 filing fee ($1,717). Gallagher & Kennedy will also be reimbursed for reasonable out-of-pocket expenses incurred. John R. Clemency, Esq., of Gallagher & Kennedy, PA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Gallagher & Kennedy may be reached at: John R. Clemency, Esq. Lindsi M. Weber, Esq. Janel M. Glynn, Esq. Gallagher & Kennedy, P.A. 2575 East Camelback Road Phoenix, AZ 85016-9225 Tel: (602) 530-8000 Fax: (602) 530-8500 E-mail: john.clemency@gknet.com lindsi.weber@gknet.com janel.glynn@gknet.com About Sky Harbor Hotel Properties Headquartered in Tempe, Arizona, Sky Harbor Hotel Properties, LLC, or SHHP was formed for the purposes of purchasing a parcel of unimproved real property located at 3210 South 48th Street, in Phoenix, Arizona, constructing a hotel on the Property and managing the hotel. SHHP's assets consist primarily of the Hotel Property and its 50% ownership interest in Soleil Conference Center, LLC. Sky Harbor Hotel filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 17-08082) on July 14, 2017, listing $1.64 million in total assets and $900,728 in total liabilities. The petition was signed by Shane Kuber of SKK, LLC, manager of the Debtor. The goal of the bankruptcy case is to maximize the value of Sky Harbor Hotel's assets through a sale process, pay all allowed claims and interests, and liquidate Sky Harbor Hotel after the net proceeds are distributed according to the priorities set forth under the Bankruptcy Code. John R. Clemency, Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at Gallagher & Kennedy, P.A., serve as the Debtor's bankruptcy counsel. SOLID LANDINGS: Sale of All Assets to Alpine for $9M Approved ------------------------------------------------------------- Judge Catherine E. Bauer authorized Landings Behavioral Health, Inc. and affiliates to sell substantially all assets to Alpine Pacific Capital, LLC, for $9,050,000. A hearing on the Motion was held on July 28, 2017, at 10:00 a.m. The sale is free and clear of all liens, claims, encumbrances and interests of any kind or nature whatsoever other than as provided in the Modified APA. The Debtors are authorized to assume and assign to the Buyer the Assumed Agreements and the assumption and assignment of such Assumed Agreements will be deemed effective as of the date of the Closing: a. That certain Settlement Agreement & General Release entered into by and among the City of Costa Mesa, Debtors Solid Landings Behavioral Health, Inc. and Sure Haven, Inc., and certain other parties on or about April 15, 2016; b. Real property lease for 725-727 Center Street, Costa Mesa, California; c. Real property lease for 3125 Pierce Avenue, Costa Mesa, California; d. Real property lease for 3129 Pierce Avenue, Costa Mesa, California; e. Real property lease for 11908, 12200, 12206 Sparks Road, Manor, Texas; f. Real property lease for 4011 S. McLeod Drive, Las Vegas, Nevada; and g. Real property lease for 6171 McLeod Drive, Suite A, Las Vegas, Nevada. All of the Debtors' unexpired and un-terminated leases and executory contracts, other than the Assumed Agreements identified in the Order, are deemed rejected effective as of July 31, 2017. The 14-day stay period set forth in Rule 6004(h) and Rule 6006(d) of the Federal Rules of Bankruptcy Procedure is waived to enable the Debtors' sale of the Transferred Assets to the Buyer to close as quickly as possible. About Solid Landings Solid Landings Behavioral Health, Inc., and 4 affiliates sought Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 17-12213) on June 1, 2017, with a deal to sell substantially all assets to Alpine Pacific Capital, LLC, for $9.05 million, subject to overbid. The Debtors are providers of individualized 12-step and alternative treatment programs for people suffering from substance abuse and mental health disorders, with facilities located in California, Nevada, and Texas. The "Solid Landings" brand was created in 2009, when the Debtors' shareholders opened their first sober living residence in Costa Mesa, California, which residence was operated by Sure Haven. The debtor-affiliates are Cedar Creek Recovery, Inc., EMS Toxicology, Silver Rock Recovery and Sure Haven, Inc. Katie S. Goodman, the chief restructuring officer, signed the petitions. The Debtors disclosed $63,070 in assets and $10.87 million in liabilities as of the Petition Date. Judge Catherine E. Bauer presides over the case. The Debtors hired Levene, Neale, Bender, Yoo & Brill LLP as bankruptcy counsel. STINAR HG: Court OKs Stipulation With Ford Motor Credit on Cash Use ------------------------------------------------------------------- The Hon. Kathleen H. Sanberg of the U.S. Bankruptcy Court for the District of Minnesota has entered an order approving Stinar HG, Inc.'s stipulation with Ford Motor Credit Corporation for adequate protection and use of cash collateral. A copy of the Order is available at: http://bankrupt.com/misc/mnb17-31670-45.pdf As reported by the Troubled Company Reporter on July 12, 2017, Ford Motor Credit and the Debtor entered into a stipulation entered into a Master Loan and Security Agreement dated Aug. 5, 2015, and a related Supplement to Agreement dated Feb. 23, 2017, pursuant to which the Debtor acquired certain motor vehicles and related goods on credit from FMCC, and granted FMCC a first priority security interest in the motor vehicles, related goods, and accounts, general intangibles and proceeds therefrom. The maturity date of the Agreement is Sept. 1, 2017. FMCC has a first priority security interest in the FMCC Collateral, which currently includes a 2016 Ford truck bearing vehicle identification number 1FDRF3G61GED30143, all accessories thereto, and all accounts, general intangibles and proceeds therefrom. The Debtor consents to keep the Truck and all accessories and accessions thereto insured during the pendency of the case, naming FMCC as an additional insured. As inventory, the Truck may be sold during the pendency of the case. The Debtors consent that the Truck will not be sold for less than the obligations, and all proceeds from the sale of the Truck up to the amount of the then current Obligations due and owing to FMCC, will be remitted to FMCC within three business days of the sale, without need for further order of the Court. About Stinar HG & Oakrdige Stinar HG, Inc., dba The Stinar Corporation, is a Minnesota-based company that manufactures ground support equipment for the aviation industry. The late Frank Stinar founded Stinar Corp. in 1946. Stinar's products are used to load, service, and maintain all types of aircraft for both government and commercial applications. The company's corporate headquarters and its 40,000 square foot manufacturing facility are in Eagan, Minnesota. On June 29, 1998, Oakridge Holdings, Inc. (OTCMKTS:OKRGQ), a publicly held Minnesota-based company, became the new owner of Stinar. Currently, Stinar is the only asset of Oakridge Holdings. The largest shareholders of Oakridge Holdings is Robert Harvey who holds approximately 21% of the outstanding shares. Oakridge Holdings and operating unit Stinar HG filed bankruptcy Chapter 11 petitions (Bankr. D. Minn. Case Nos. 17-31669 and 17-31670, respectively) on May 22, 2017. Robert C. Harvey, CEO & president, signed the petitions. At the time of filing, debtor Oakridge Holdings disclosed total assets of $990,237 and total liabilities of $2.17 million, while debtor Stinar HG disclosed total assets of $8.22 million and total liabilities of $2.91 million. The cases are assigned to Judge Kathleen H Sanberg. The Debtors are represented by Kenneth Edstrom, Esq., at Sapientia Law Group. STOP ALARMS: Trustee Taps Manier & Herod as Legal Counsel --------------------------------------------------------- The Chapter 11 trustee for Stop Alarms Holdings, Inc. and Stop Alarms, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire his own firm as legal counsel. Michael Collins, the trustee appointed in the Debtors' Chapter 11 cases, proposes to hire Manier & Herod P.C. to, among other things, negotiate with creditors and assist him in the preparation of a bankruptcy plan. The hourly rates charged by the firm range from $350 to $450 for principals, $250 to $295 for associates, and $80 to $130 for paralegals. Mr. Collins will charge $400 per hour. Mr. Collins disclosed in a court filing that his firm has no connections with the Debtors or any of their creditors. The firm can be reached through: Michael E. Collins, Esq. Manier & Herod P.C. 1201 Demonbreun Street, Suite 900 Nashville, TN 37203 Phone: (615) 244-0030 Fax: (615) 242-4203 Email: info@manierherod.com Email: mcollins@manierherod.com Email: miller@manierherod.com About Stop Alarms Headquartered in Memphis, Tennessee, Stop Alarms -- http://www.stopalarmsystems.com/-- is a security company providing security solutions for every aspect of security and life safety across the residential and commercial marketplace. It provides home security and automation via an Alarm.com enabled iPhone, iPad, Android, and other mobile apps. Stop Alarms Holdings, Inc. and affiliate Stop Alarms, Inc. filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 17-57661) on April 28, 2017. Patrick Massey, president, signed the petitions. Stop Alarms Holdings estimated assets of less than $500,000 and liabilities of $1 million to $10 million. SAI estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Paul Baisier presides over the cases. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, serves as the Debtors' bankruptcy counsel. On July 27, 2017, the Office of the U.S. Trustee appointed Michael E. Collins as Chapter 11 trustee. STOP ALARMS: Trustee Wants to Keep Using Carneys Cash Collateral ---------------------------------------------------------------- Michael E. Collins, the Chapter 11 Trustee of Stop Alarms Holdings, Inc., and Stop Alarms, Inc., requests the U.S. Bankruptcy Court for the Northern District of Georgia to reinstate and continue the Third Interim Cash Collateral Order authorizing the Debtors' use of the cash collateral of Bernard J. Carney, Jr., and Bernard J. Carney, III. On July 19, 2017, the Court has previously entered a Third Interim Order Granting Debtors' Motion for Authority to Use Cash Collateral, Setting Final Hearing on Debtors' Motion to Use Cash Collateral for September 19, 2017, and Setting Deadline for Objection to Claim of the Carneys. Subsequently, on July 27, 2017, the United States Trustee appointed Michael E. Collins as Trustee for the Debtors. Under Third Interim Cash Collateral Order, if an Event of Default occurred, the Debtors are not permitted to use cash collateral without the written consent of the Carneys. The appointment of a Trustee is among the events constituting an Event of Default. The Trustee asserts that he requires the continued use of cash collateral in order ti operate the Debtors' business. The Trustee claims that he has obtained the Carneys' written consent for the continued use of cash collateral notwithstanding the appointment of the Trustee. However, in order to provide other parties in interest with assurance of the Debtors' continued right to use cash collateral and allow any party in interest to be heard regarding such continuation, the Trustee requests the Court to enter the Consent Order subject to the negative notice objection procedures. A full-text copy of the Debtor's Motion, dated August 1, 2017, is available at https://is.gd/3Zcri9 The Chapter 11 Trustee is represented by: John W. Mills, III, Esq. SEYFARTH SHAW LLP 1075 Peachtree Street, NE, Suite 2500 Atlanta, GA 30309 Telephone: (404) 885-1500 Facsimile: (404) 892-7056 E-mail: jmills@seyfarth.com -- and -- Michael E. Collins, Esq. Robert W. Miller, Esq. MANIER & HEROD, P.C. 1202 Demonbreun St., Ste 900 Nashville, TN 37203 Tel: 615-244-0030 Fax: 615-242-4203 E-mail: mcollins@manierherod.com rmiller@manierherod.com Bernard J. Carney, Jr., and Bernard J. Carney, III are represented by: Gus H. Small, Esq. Anna M. Humnicky, Esq. Garrett H. Nye, Esq. COHEN POLLOCK MERLIN & SMALL, P.C. 3350 Riverwood Parkway, Suite 1600 Atlanta, GA 30339 Tel: 770-858-1288 Fax: 770-858-1277 About Stop Alarms Headquartered in Memphis, Tennessee, Stop Alarms -- http://www.stopalarmsystems.com/-- is a security company providing security solutions for every aspect of security and life safety across the residential and commercial marketplace. It provides home security and automation via an Alarm.com enabled iPhone, iPad, Android, and other mobile apps. Stop Alarms Holdings, Inc. and affiliate Stop Alarms, Inc. filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 17-57661) on April 28, 2017. Patrick Massey, president, signed the petitions. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, serves as the Debtors' bankruptcy counsel. The Debtors tapped Alexander Thompson Arnold PLLC as public accountants. Stop Alarms Holdings estimated assets of less than $500,000 and liabilities of $1 million to $10 million. SAI estimated assets of less than $1 million and liabilities of $1 million to $10 million. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 cases of Stop Alarms Holdings, Inc. and Stop Alarms, Inc. as of June 7, according to a court docket. SYDELL INC: Can Continue Using Cash Collateral Through January 2018 ------------------------------------------------------------------- Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia has entered a final order authorizing Sydell, Inc., d/b/a Spa Sydell, to use cash collateral through Jan. 1, 2018 for actual and necessary expenses of operating and conducting its business affairs pursuant to the Budget. The Budget provides total operating expenses of approximately $1,231,125 for the period covering the weeks ending Aug. 4 through Dec. 29, 2017. The holders of secured claims against the Debtor who may assert an interest in the Debtor's cash collateral appear to be: (a) the holder of the DIP Loan, Richard Pena who, with the prior approval of the Court, provided a $40,000 loan to the Debtor in December 2016, (b) the Internal Revenue Service, based on a series of Federal Tax Liens, has filed a proof of claim in the amount of $3,362,238, which it claims is a secured claim, and (c) American Express Bank, FSB, which has filed a proof of claim in the amount of $25,993 which it claims is a secured claim. Subject to the rights of Mr. Pena, the IRS and American Express Bank are granted a continuing valid, attached, choate, enforceable, perfected and continuing security interest in, and lien upon, all postpetition assets of the Debtor of the same type and to the same extent as the collateral securing the Debtor's indebtedness with respect to such creditor prior to the Petition Date. The priority of said security interests in, and liens upon, the post-petition collateral will be the same priority as existed in and upon the pre-petition collateral. American Express Travel Related Services Company, Inc., and American Express Bank are authorized to withhold and apply amounts from the Debtor's American Express credit card proceeds, to its claim as provided in the Business Loan and Security Agreement by and between the Debtor and American Express Bank and the Card Acceptance Agreement by and between the Debtor and American Express Travel Related Services Company, Inc. The post-petition collateral and any security interests and/or liens granted to or acknowledged in favor of Mr. Pena, the IRS and American Express will be subject to: (a) any unpaid fees of the Clerk of this Court; (b) any unpaid fees of the U.S. Trustee; and (c) a carve-out in an aggregate amount not to exceed $90,000, for allowed unpaid fees and expenses payable under Bankruptcy Code to the professionals for the Debtor and if appointed, a Committee or counsel retained by the Committee. In addition, the Debtor is directed, among other things, to: (a) sequester, segregate and account for all cash collateral that comes into its possession, custody or control; (b) keep and provide on a periodic basis, no less than monthly, records reasonably sufficient to determine the status of cash collateral collections and expenditures; (c) provide to senior secured lenders with copies of the monthly operating reports filed with the Court and with the Office of the U.S. Trustee; and (d) insure the prepetition collateral and the postpetition collateral against all risks to which it may be exposed. A full-text copy of the Final Order, dated August 1, 2017, is available at https://is.gd/vz0CVU About Sydell, Inc. Beauty spa operator Sydell, Inc., d/b/a SPA Sydell, first filed for bankruptcy (Bankr. N.D. Ga. Case No. 09-83407) on Sept. 3, 2009. The Debtor was represented by David G. Bisbee, Esq., at the Law Office of David G. Bisbee. The 2009 petition estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Company emerged from Chapter 11 in 2012. Sydell, Inc., again filed a chapter 11 petition (Bankr. N.D. Ga. Case No. 16-64647) on Aug. 22, 2016, four years after emerging from a prior bankruptcy case. The petition was signed by Reina A. Bermudez, chief executive officer and 100% owner of Sydell. In the new Chapter 11 case, Sydell, Inc., tapped John Michael Levengood, Esq., at the Law Office of J. Michael Levengood, LLC as counsel; and GGG Partners, LLC as financial consultants. It also hired Tanya Adrews Tate as its special bankruptcy counsel, and Right on the Books Consultants, LLC as its accountants. The Debtor estimated assets and liabilities of $1 million to $10 million as of the bankruptcy filing. TERRAVIA HOLDINGS: Aug. 11 Meeting Set to Form Creditors' Panel --------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on Aug. 11, 2017, at 11:00 a.m. in the bankruptcy case of TerraVia Holdings, Inc., et al. The meeting will be held at: Delaware State Bar Association 405 King Street, 2nd Floor Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About TerraVia Headquartered in South San Francisco, California, TerraVia Holdings, Inc. (NASDAQ:TVIA) -- http://www.terravia.com-- is a plant-based food, nutrition and specialty ingredients company that harnesses the power of algae, the mother of all plants and earth's original superfood. With a portfolio of breakthrough ingredients and manufacturing, TerraVia is well positioned to help meet the growing need of consumer packaged goods and established and emerging food manufacturers to improve the nutritional profile of foods without sacrificing taste, and to develop select consumer brands. TerraVia also manufactures a range of specialty personal care ingredients for key strategic partners. Headquartered in South San Francisco, TerraVia's mission is to create products that are truly better for people and better for the planet. On Aug. 2, 2017, TerraVia Holdings, Inc., and its wholly owned U.S. subsidiaries filed voluntary petitions under chapter 11 of title 11 of the United States Code (Bankr. D. Del. Lead Case No. 17-11655). The Debtors filed a motion with the Court seeking to administer all of the Chapter 11 cases jointly under Lead Case No. 17-11655). The subsidiary debtors in the Chapter 11 cases are Solazyme Brazil LLC and Solazyme Manufacturing 1, LLC. The Debtors sought bankruptcy protection after reaching a deal to sell the assets to Corbion N.V. for $20 million in cash plus the assumption of liabilities. Davis Polk & Wardwell LLP is acting as restructuring and corporate counsel to TerraVia. Rothschild Inc. is acting as TerraVia's financial advisor and investment banker to lead the sales process Kurtzman Carson Consultants LLC is the claims agent, maintaining the case Web site http://www.kccllc.net/TerraVia TKL ASSOCIATES: Hires Dorsey & Whitney as Counsel ------------------------------------------------- TKL Associates, LLC, an Alaska Limited liability company, seeks authorization from the U.S. Bankruptcy Court for the District of Alaska to employ Dorsey & Whitney LLP as general counsel. Dorsey & Whitney has represented the Debtor pre-petition. Dorsey & Whitney lawyers and paralegal who will work on the Debtor's case and their hourly rates are: Michael Mills $435 Shane Kanady, associate $265 Michele Droege $220 Dorsey & Whitney will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Mills, Esq., partner at Dorsey & Whitney, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Dorsey & Whitney may be reached at: Michael R. Mills, Esq. Dorsey & Whitney LLP 1031 West Fourth Avenue, Suite 600 Anchorage, AK 99501-5907 Tel: (907)276-4557 Fax: (907) 276-4152 Email: mills.mike@dorsey.com About TKL Associates, LLC TKL Associates, LLC, an Alaska Limited liability company filed a Chapter 11 bankruptcy petition (Bankr. D. Alaska Case No. 17-00253) on July 12, 2017. The Hon. Gary Sparker presides over the case. Dorsey & Whitney LLP represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Drew H. Butterwick, sole member. TOP SHELV: Taps Gudeman & Associates as Legal Counsel ----------------------------------------------------- Top Shelv Worldwide, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Gudeman & Associates, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code, and will provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Edward Gudeman, Esq. $350 Brian Rookard, Esq. $300 Ashton Briggs, Legal Assistant $100 Rachel Tanner, Legal Assistant $100 Kelly Darr, Legal Assistant $90 Gudeman & Associates received a retainer of $5,000, plus the filing fee of $1,717. The Debtor has agreed to deposit $3,000 monthly into the firm's IOLTA, which will remain property of the estate until fees for the firm are approved by the court. Edward Gudeman, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Gudeman & Associates can be reached through: Edward J. Gudeman, Esq. Brian A. Rookard, Esq. Gudeman and Associates, P.C. 1026 West 11 Mile Road Royal Oak, MI 48067 Tel: 248-546-2800 Email: ejgudeman@gudemanlaw.com About Top Shelv Worldwide LLC Top Shelv Worldwide, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 17-21434) on July 14, 2017. Stanley Dulaney, member, 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 Daniel S. Opperman presides over the case. No official committee of unsecured creditors has been appointed. The Debtor previously sought bankruptcy protection (Bankr. E.D. Mich. Case No. 15-21770) on Aug. 31, 2015. TRIAL GUARANTY: Equity Interest Holders to Keep Common Stock ------------------------------------------------------------ Triad Guaranty Inc. and Wolfgang Holdings, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement dated July 31, 2017, referring to the Debtors' joint plan of reorganization. Class 2 General Unsecured Claims -- estimated at $1,000 -- are unimpaired under the Plan. The holders will recover 100%. Each holder of an Allowed General Unsecured Claim will be paid in full, with interest paid at the Federal Judgment Interest Rate. Unless otherwise provided by an order of the Court, no fees or penalties of any kind will be paid to the holders of Allowed General Unsecured Claims. Class 3 Equity Interests are impaired by the Plan. The holders of Equity Interests will retain their previously issued common stock, but the Previously Issued Common Stock will be subject to dilution from the issuance of new common stock as provided by the Plan, and because of issuance of certain warrants under the third financing court order. In accordance with the laws of the State of Delaware and the amended organizational documents, after the Effective Date, the Reorganized Debtor will continue to exist as a separate corporate entity. All consideration necessary to make all monetary payments in accordance with the Plan will be obtained from the cash and cash equivalents of the Debtor or the Reorganized Debtor, as applicable, and the DIP Financing Loan. The DIP Financing Loan is a loan from Triad DIP Investors LLC in the amount of no less than $400,000 that was authorized and approved by the Court. Except as otherwise provided in the Plan, on the Effective Date, all property of the Estate, but excluding Creditor Cash and the New Common Stock, will vest in the Reorganized Debtor, free and clear of all claims, liens, charges, other encumbrances and interests; provided, however, that nothing herein will affect any interest of TGIC and TGAC in any NOLs or similar Tax Attributes as they existed as of the Petition Date. On and after the Effective Date, except as otherwise provided in the Plan, the Reorganized Debtor may operate its business and use, acquire, or dispose of property and compromise or settle any claims without supervision or approval by the Court and free of any restrictions of the U.S. Bankruptcy Code or Bankruptcy Rules. In consideration for Chris Manderson acting as managing member of a Proponent, on the date of filing of the Plan, the Debtor issued 900,000 shares of New Common Stock of the Debtor, to be granted as Restricted Stock to Mr. Manderson or his designee, vesting pursuant to the conditions of the grant agreed to between the Debtor and Mr. Manderson. Vesting conditions include: (i) the confirmation of the Plan; (ii) Mr. Manderson and the Reorganized Debtor entering into a mutually acceptable employment agreement, and (iii) Mr. Manderson's continuous service as a director or executive officer of the Reorganized Debtor during a three-year vesting period. On the Effective Date, the Reorganized Debtor will perform duly authorized, validly issued, fully paid, and non-assessable. In addition, the New Common Stock will be subject to transfer restrictions to prevent an ownership change within the meaning of IRC Section 382 from occurring until certain conditions are satisfied. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb13-11452-497.pdf About Triad Guaranty Winston-Salem, N.C.-based Triad Guaranty Inc. (OTC BB: TGIC) --http://www.triadguaranty.com/-- is a holding company that historically provided private mortgage insurance coverage in the United States through its wholly-owned subsidiary, Triad Guaranty Insurance Corporation. TGIC is a nationwide mortgage insurer pursuing a run-off of its existing in-force book of business. In December 2012, the Company's mortgage insurer subsidiary, Triad Guaranty Insurance Corporation, was placed into rehabilitation, whereby the Illinois Department of Insurance was vested with possession and control over all of TGIC's assets and operations. On May 30, 2013, the magistrate judge for the U.S. District Court of the Middle District of North Carolina issued an order denying the Company's motion to dismiss a class action lawsuit against the company and two of its former officers. Shareholders filed the class action suit in 2009, claiming the company misled investors about poor financial results caused by improper underwriting procedures. Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-11452) on June 3, 2013. The Company estimated assets of at least $100 million and liabilities of less than $50,000. Thomas M. Horan, Esq., at Shaw Fishman Glantz & Towbin LLC replaced Womble Carlyle Sandridge & Rice, LLP, as counsel to the Debtor. Thomas M. Horan, Esq., previously worked at Womble Carlyle Sandridge & Rice, LLP. The Debtor tapped Donlin, Recano & Company, Inc., as claims and noticing agent. TRONOX LIMITED: Sale of Alkali Biz Credit Positive, Moody's Says ---------------------------------------------------------------- Moody's Investors Service says Tronox Limited's (B2, on review for upgrade) three-part announcement on Aug. 2, 2017, is credit positive, but will not impact the company's ratings until additional financing details are disclosed. The ratings will remain on review pending receipt of terms and conditions of the proposed financing with a potential upgrade likely limited to one or two notches. Tronox Limited (NYSE:TROX) announced on Aug. 2 that it has signed a definitive agreement to sell its Alkali Chemicals business to Genesis Energy, L.P. (NYSE:GEL), a diversified midstream energy master limited partnership headquartered in Houston, Texas, for $1.325 billion in cash. The transaction is expected to close in the second half of 2017, subject to customary regulatory approvals and closing conditions. Tronox Limited, with corporate offices in Stamford, CT, is currently the world's sixth largest producer of titanium dioxide (TiO2) and is backward integrated into the production of titanium ore feedstocks. It also produces electrolytic chemicals and byproducts of titanium ore processing (principally zircon). It operates three pigment plants located in Hamilton, Mississippi; Botlek, The Netherlands; and Kwinana, Australia; as well as mines and processing plants in South Africa and Australia. Tronox acquired the Exxaro mineral sands business (predominately titanium ore feedstocks) in a mostly equity-financed transaction in June 2012. Exxaro owned approximately 44% of Tronox as of December 31, 2016. Tronox also acquired FMC Corporation's soda ash business in April 2015. UNIQUE MOTORSPORTS: Exclusive Plan Filing Extended to Sept. 30 -------------------------------------------------------------- The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas has entered a bridge order extending, at the behest of Unique Mortorsports, Inc., the exclusivity period by which the Debtor has to file a plan of reorganization through and including Sept. 30, 2017, only if the Debtor files a plan and disclosure statement by Aug. 18. If the Debtor fails to file a plan by Aug. 18, the Debtor's exclusivity period will terminate immediately thereafter. As reported by the Troubled Company Reporter on July 31, 2017, Unique Motorsports asked the Court to extend the exclusivity period to file and confirm a plan through and including Aug. 4 from Aug. 1. NTI was asking that it be permitted to liquidate its Bill of Costs and to seek additional enforcement remedies from the U.S. District Court in connection with the Lawsuit. While the Debtor was successful in defending the lift stay motion, it needed time to start restructuring and accruing cash in order propose a plan that would be feasible. About Unique Motorsports Unique Motorsports, Inc., is a Powerstroke diesel performance and repair facility located in Lewisville, Texas. It also provides a wide range of other vehicle services, including window tinting, audio video installation, and routine maintenance. Unique Motorsports is also a licensed car dealership with a small inventory of trucks and cars. Unique Motorsports filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 17-40218) on Feb. 3, 2017. The Debtor is represented by Robert T. DeMarco, Esq., and Michael S. Mitchell, Esq., at DeMarco Mitchell, PLLC. No trustee or examiner has been appointed, and no official committee of unsecured creditors has yet been established. USS PARENT: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable --------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on USS Parent Holding Corp. S&P said, "We also assigned our 'B' corporate credit rating to parent company USS Ultimate Holdings, Inc. The outlook is stable. "At the same time, we assigned our 'B+' issue-level rating and '2' recovery rating to the company's proposed $475 million first-lien term loan. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 70%) recovery in the event of a default. "In addition, we assigned our 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $280 million second-lien term loan. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default." Massachusetts-based USS Ultimate Holdings, Inc. is a national provider of portable sanitation and related services and solutions, with over 110,000 customers served through 85 branch offices spread across 22 states. S&P said, "Our assessment reflects the company's small addressable markets, its narrow product scope, and its high exposure to cyclical end markets, including the commercial, industrial, and residential and nonresidential construction sectors. Somewhat offsetting these factors are the company's dominant market position and its cost-efficient business model. "The stable outlook on USS Ultimate Holdings, Inc. reflects our expectation that the company will continue to experience moderate organic sales growth, operating margin expansion, and free cash flow growth driven by improving residential and nonresidential construction end-market activity and contributions from the company's various cost-savings initiatives. The company's leading positions in its niche markets, its moderate geographic diversity, and its strong free cash flow generation helps to somewhat offset its small addressable market, narrow product scope, and earnings volatility (which is associated with its large exposure to cyclical construction end markets). We expect that USS will continue its aggressive acquisition growth strategy under its new financial sponsor ownership, but nothing that would materially weaken its credit metrics on a sustained basis. After the acquisition, we expect the company to reduce debt to below 7x over the next 12 months, which is consistent with the current rating. "We could lower our ratings on USS if a decline in the company's key end markets causes its sales volume and operating margins to decline for a prolonged period. We could also lower our rating if the company pursues debt-funded acquisitions or potential shareholder rewards that weaken its credit metrics on a sustained basis. Under such scenarios, we would expect the company's adjusted debt-to-EBITDA metric to exceed 7x without any prospect for improvement over the following 12 months. This could occur if our sales growth and operating margin expectations are both lower by approximately 200 basis points (bps). In addition, we could lower our ratings on the company if its liquidity position weakens to the point that we would reassess it as less than adequate or if the company triggers the ABL facility's proposed fixed charges covenant. "Although unlikely over the next 12 months, we could raise our ratings on USS if a significant improvement in operating performance results in its adjusted debt-to-EBITDA metric falling below 4.5x on a sustained basis. This could occur if the company's sales growth and EBITDA margins are approximately 600 bps and 400 bps higher, respectively, than we incorporated into our base-case scenario. At the same time, we would require assurances that management and the company's financial sponsor would commit to abide by financial policies that will allow its credit metrics to remain at that level." VALDERRAMA A/C: Needs Additional 45 Days to File Chapter 11 Plan ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas extended the deadline for Valderrama A/C Refrigeration, Inc. to file a Chapter 11 Plan and Disclosure Statement by September 16, 2017. Valderrama A/C Refrigeration had asked the Bankruptcy Court to extend the exclusivity period for it to file a disclosure statement and bankruptcy-exit plan by 45 days. The Debtor submits that there are presently no settings for approval of a disclosure statement, deadlines for acceptance of a plan, or for confirmation of a plan. However, the Court did order that the Debtor must file a disclosure statement and plan by August 2, 2017. The Debtor notes that the claims bar date is August 9 for most creditors and October 16 for governmental units. The Debtor contends that it has been missing information necessary to formulate a plan of reorganization prior to August 2. The Debtor tells the Court that its largest creditor -- Wallis State Bank -- only recently filed proofs of claim on July 24, 2017. The Debtor says one of the claims represents a general unsecured debt that is owed to the bank following its foreclosure of the Debtor's real property on July 4, 2017. Additionally, the Debtor claims that although it has not filed its operating report for the month of June 2017, it would be filing its operating report during the first week of August -- which would be its third operating report. The Debtor anticipates that the financial results therein will go a long way to shaping the Debtor's ultimate plan. (An operating report has not been filed as of press time.) Accordingly, the Debtor believes that an extension of time will allow it time to file a disclosure statement and plan based upon known operating results from three months of operating reports. The Debtor also tells the Court that it will be especially important as a substantial part of the plan will likely be funded from its future earnings. About Valderrama A/C Refrigeration Valderrama A/C Refrigeration, Inc., designs and installs commercial refrigeration systems serving clients throughout the Greater Houston area for more than 28 years. Valderrama A/C Refrigeration sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 17-32091) on April 4, 2017, estimating assets and liabilities of $1 million to $10 million. The petition was signed by Dario Ciriaco, director. Judge Karen K. Brown is assigned to the case. The Debtor tapped William P Haddock, Esq., at Pendergraft & Simon as lead bankruptcy counsel; Anne K. Ritchie, Esq. as special counsel; and Jayson & Frisby as accountant. No trustee has been appointed, nor is there currently pending any motion for the appointment of a trustee. VALVOLINE INC: Moody's Rates $400MM New Unsecured Notes Ba3 ----------------------------------------------------------- Moody's Investors Service assigned a Ba3 to $400 million of new guaranteed unsecured notes due 2025 issued by Valvoline Inc. The notes are guaranteed by the same subsidiaries the guarantee the credit facility. Proceeds from the new notes will be used to fund the company pension obligations. Moody's also assigned a Ba2 Corporate Family Rating (CFR) at Valvoline Inc. and withdrew the Ba2 CFR from Valvoline Finco Two LLC as Valvoline Inc. is the highest rated legal entity within the capital structure that has rated debt. The outlook on the ratings is stable. "Valvoline is using the low interest rate environment to term out some of its pension obligations, which Moody's views as a modest credit positive," stated John Rogers, Senior Vice President at Moody's and lead analyst on Valvoline. Ratings assigned: Issuer: Valvoline Inc. -- Corporate Family Rating, Assigned Ba2 -- Probability of Default Rating, Assigned Ba2-PD -- Gtd Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4) -- Outlook, Stable Ratings affirmed: Issuer: Valvoline Finco Two LLC -- Gtd Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 to (LGD4) from (LGD5) -- Outlook, Stable Ratings withdrawn: Issuer: Valvoline Finco Two LLC -- Corporate Family Rating, Previously Assigned Ba2 -- Probability of Default Rating, Previously Assigned Ba2-PD RATINGS RATIONALE The Ba2 Corporate Family Rating (CFR) and Ba3 unsecured debt ratings at Valvoline Inc. reflect its leading market positions in retail (conventional and synthetic) passenger car lubricants, the quick lube DIFM (Do It For Me) market, and the distributor and direct installer service markets in the U.S. The ratings also reflect strong and relatively stable margins in this mostly recession-resistant space, which is tied to miles driven and requirements for periodic oil changes in the auto and truck markets. This is a low capital intensive business, but the company is increasing capex to accelerate growth. Despite higher capex and the dividend, free cash flow is expected to remain positive and allow the company to finance bolt-on acquisitions without a meaningful increase in leverage, on a sustained basis. Valvoline's credit metrics are solidly supportive of the rating with adjusted leverage (Debt/EBITDA) of roughly 3.2x and Retained Cash Flow/Debt of over 20%. In 2017, year-to-date revenue is up roughly 7% and EBITDA is up over 20%. However, free cash flow is lower due to the dividend and higher capex. The ratings also take into account the underlying fundamentals of the lube oil markets, which includes very low growth and competition from much larger and better capitalized competitors in the production of transportation lubricants, and one larger competitor in the DIFM market (Jiffy Lube, which is owned by Shell Oil Company rated Aa3 stable). There are also longer term headwinds to market growth, which include the gradual extension of oil change intervals, and the expected increase in hybrid and electric cars over the next decade, which will reduce size or number of internal combustion engines and begin to reduce the demand for engine oils and other transportation lubricants used in passenger cars. This trend is expected to have a minimal impact on the heavy duty diesel market (trucks, buses and other large off-road equipment), where the company has a smaller market share. The ratings also reflect exposure to oil-derived base oil raw materials and the impact on margins when the price of crude exhibits volatility, although this phenomenon does not apply across the full portfolio (branded retail prices tend to be more resilient). This is somewhat mitigated due to pricing strategies that have shortened the lag period (i.e., the time between the change in raw materials and product prices). Nonetheless, changes in crude oil and lube oil prices are expected to impact margins at Valvoline and result in moderate cyclicality in earnings and cash flow over time. The ratings also take into account Valvoline's more challenging position in its International segment, where global industry growth is more likely to be concentrated and where larger well-capitalized competitors are already well-entrenched with leading brands and market share positions that will slow growth in these markets. The stable outlook reflects the benefits of above average organic growth due in part to higher capex and continued generation of meaningful free cash flow. Moody's would consider a downgrade to Valvoline's ratings if adjusted leverage remains above 3.5 times, or if retained cash flow to debt falls below 10%, on a sustained basis, or if free cash flow before acquisitions remains close to breakeven (excluding the impact of large increases in oil prices). Given that Valvoline has a limited operating track record as an independent company, prospects for an upgrade are limited. However, consistent growth in revenues of over 5%, profitable store growth in the quick lube segment, and margin expansion could support a higher rating, if adjusted leverage were to remain below 2.5x. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. Valvoline Inc., headquartered in Lexington, Kentucky, is a marketer of premium-branded automotive and commercial lubricants. The company sells its products through over 30,000 retail outlets and about 1,050 franchised and company-owned stores. Its three business segments are Core North America (roughly 50% of sales), which includes "Do-It-Yourself" (DIY), "Do-It-For-Me" (DIFM), and heavy duty engine maintenance; Quick Lubes (roughly 25% of sales), which runs the about 1,050 Valvoline Instant Oil Change (VIOC) franchised and company-owned stores in the United States; and International (roughly 25% of sales), which includes passenger and heavy duty branded products sold to about 140 countries outside the US and Canada. The company has revenues of over $2.0 billion. VALVOLINE INC: S&P Rates $400MM Senior Unsecured Notes 'BB' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating to Valvoline Inc.'s proposed $400 million senior unsecured notes due 2025 with a '4' recovery rating, reflecting S&P's expectation for average (30%-50%, rounded estimate 45%) recovery in the event of a payment default. S&P said, "We expect the company to contribute the majority of net proceeds from the proposed issuance to its pension plans. The notes will be guaranteed by each of the company's direct and indirect domestic restricted subsidiaries that guarantee the senior secured credit facilities. Pro forma for the transaction, total debt outstanding is about $1.5 billion. "All of our existing ratings on the company, including our 'BB' corporate credit rating, 'BBB-' senior secured credit facility, and 'BB' senior unsecured note ratings, are unchanged by this transaction. The outlook is stable. "Our ratings on Valvoline incorporate the company's well-known and reputable brand name, its defensible position as the second-largest competitor in the U.S. do-it-yourself (DIY) lubricants business, its satisfactory margins, relatively stable profitability, and moderate financial leverage. The ratings also factor in Valvoline's substantial brand concentration and moderate customer focus with several large automotive part retailers and installers, the intense competition it faces from several large competitors that possess substantially greater financial and marketing resources, and its participation in a low-growth industry that is subject to volatile base-oil prices, the amount of vehicle miles driven, and potential additional improvements in engine technology that could result in a further reduction in oil usage. We believe Valvoline can generate consistently good operating results as it has largely offset industry headwinds by gaining market share, primarily in the premium-branded segment of the market, by increasing sales of non-lubricant products, and expanding its footprint in the higher-growth quick-lube service change sector. We forecast debt to EBITDA in the low-3x area and FFO to debt in the low-20% area in fiscal 2017." RATINGS LIST Valvoline Inc. Corporate credit rating BB/Stable/-- Ratings Assigned Valvoline Inc. Senior unsecured $400 mil. notes due 2025 BB Recovery rating 4(45%) VELA'S 4 STARS: Taps Marcos D. Oliva as Legal Counsel ----------------------------------------------------- Vela's 4 Stars, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Marcos D. Oliva, P.C. to, among other things, give legal advice regarding its duties under the Bankruptcy Code; represent it in financing transactions and asset sales; and assist in the preparation of a plan of reorganization. The firm will charge $250 per hour for the services of its attorneys and $100 per hour for legal assistants. Marcos Oliva, Esq., disclosed in a court filing that he and his firm have no business or professional connections with the Debtor or its creditors. The firm can be reached through: Marcos D. Oliva, Esq. Marcos D. Oliva, P.C. 223 W. Nolana Boulevard McAllen, TX 78504 Phone: (956) 683-7800 Fax: (866) 868-4224 Email: marcos@olivalawfirm.com About Vela's 4 Stars LLC Vela's 4 Stars LLC, a company based in Donna, Texas, was created to own and manage real property assets. The properties have an aggregate current value of $3.54 million. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-70282) on July 31, 2017. Juan R. Vela, president, signed the petition. At the time of the filing, the Debtor disclosed $3.54 million in assets and $2.53 million in liabilities. Judge Eduardo V. Rodriguez presides over the case. VENOCO LLC: Taps Natural Resources Group as Broker -------------------------------------------------- Venoco, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire a real estate broker. The Debtor proposes to employ Natural Resources Group, Inc. in connection with the sale of its 252-acre real property known as Lang Tule located in Solano County, California. NRG will charge the Debtor a commission upon a successful sale of the property in accordance with this fee structure: (i) if the actual sales price of the interest in the property is at least $1,052,632 and the buyer is not Pacific Gas and Electric or its affiliates, the commission will be 5% of the actual sale price of the property; or (ii) if the actual sales price of the interest in the property is at least $1,030,928 and the buyer is PG&E, the commission will be 3% of the actual sale price of the property; or (iii) if the two conditions do not apply, then no commission will be paid. Forest Halford, chief operating officer of NRG, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Forest Halford Natural Resources Group, Inc. 3002 Beacon Blvd. West Sacramento, CA 95691 Phone: 916-372-5595 Email: info@natural-resources-group.com About Venoco Venoco LLC and six of its subsidiaries filed voluntary petitions with the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead Case No. 17-10828) on April 17, 2017. The cases have been assigned to Judge Kevin Gross. As of the Petition Date (and following the quitclaim of the SEF Leases), the Debtors held interests in approximately 57,859 net acres, of which approximately 40,945 are developed. The majority of the Debtors' revenues are derived through sales of oil to competing buyers, including large oil refining companies and independent marketers. Nearly all of the Debtors' annual revenues are generated from sales to one purchaser, Tesoro. The Debtors' revenues from oil and gas sales were approximately $33.6 million on a rolling 12 month basis. As of the bankruptcy filing, the Debtors listed assets in the range of $10 million to $50 million and liabilities of up to $100 million. As of the petition date, the Debtors have approximately $25 million in cash, all of which is unrestricted. The Debtors anticipate that they will need all or substantially all of this cash to fund ongoing operational expenses, fund these cases and a sale process, and wind down their affairs. The Debtors tapped Bracewell LLP as legal counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Seaport Global Securities LLC as investment banker; and Prime Clerk LLC as claims, noticing and balloting agent. Zolfo Cooper Management, LLC, and its senior director Bret Fernandes will lead the Debtors' restructuring efforts. No official committee of unsecured creditors has been appointed in the Debtors' cases. WELLMAN DYNAMICS: Hires Gordian Group as Investment Banker ---------------------------------------------------------- Wellman Dynamics Corp., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Gordian Group, LLC as investment banker. The Debtor requires Gordian Group to: a. advise as to the sale or other disposition of any of the assets or businesses of Wellman Dynamics Corp., and/or Wellman Dynamics Machinery & Assembly, Inc. ("WDC and/or WDMA"); b. assist with the development, negotiation and implementation of a Financial Transaction or Financial Transactions (as defined in Engagement Letter), including rendering advice and services regarding a sale of all or a portion of the assets, businesses or outstanding securities or acquisitions of WDC and/or WDMA, in whole or in part(s), as contemplated by the applicable Debtor (whether in one or a series of transactions, by asset or equity sale or otherwise); c. assist in negotiations with interested acquirers or investors, current or potential lenders, creditors, shareholders and other interested parties regarding any potential Financial Transaction; and d. render such other financial advisory and investment banking services as may be mutually agreed upon by the parties hereto. The Debtors have agreed to pay Gordian Group the proposed compensation pursuant to Bankruptcy Code: a. Regarding WDC: i. In the event of a Financial Transaction involving WDC in which TCTM (lender of the Company) only credit bids its current claims against the Debtors and without any other qualifying bids or overbids in any auction of WDC, fees payable concurrently with and as a condition to consummation of such Financial Transactions in an amount equal to $175,000 (the "WDC Credit Bid Fees"); or ii. In all other Financial Transactions (e.g., the sale of either WDC to a party other than TCTM, or to TCTM following other qualifying bids or overbids in any auction of WDC), fees payable concurrently with and as a condition to the consummation of such Financial Transactions equal to the greater of: (i) $175,000 or (ii) 3% of Aggregate Consideration (defined below) (the "WDC Transaction Fee"). b. Regarding WDMA: i. In the event of a Financial Transaction involving WDMA in which TCTM only credit bids its current claims against the Debtors and without any other qualifying bids or overbids in any auction of WDMA, fees payable concurrently with and as a condition to consummation of such Financial Transactions in an amount equal to $75,000 (the "WDMA Credit Bid Fees"); or ii. In all other Financial Transactions (e.g., the sale of either WDMA to a party other than TCTM, or to TCTM following other qualifying bids or overbids in any auction of WDMA), fees payable concurrently with and as a condition to the consummation of such Financial Transactions equal to the greater of: (i) $75,000 or (ii) 6% of Aggregate Consideration, provided such percentage shall be reduced to 3% in the event a WDC Transaction Fee is earned (the "WDMA Transaction Fee"). Gordian Group will also be reimbursed for reasonable out-of-pocket expenses incurred. David L. Herman, partner at Gordian Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Gordian Group may be reached at: David L. Herman Gordian Group, LLC 950 Third Avenue, 17th Floor New York, NY 10022 Tel: 212.486.3600 Fax: 212.486.3616 About Fansteel and Affiliates Headquartered in Creston, Iowa, Fansteel, Inc., operates four business units at four locations in the USA and one in Mexico with a workforce of more than 600 employees. Fansteel generated approximately $87.4 million in revenue in 2015 on a consolidated basis. Wellman Dynamics Corporation contributed 67% of Fansteel's sales. The rest of the sales are generated from Intercast, a division of Fansteel, and other non-debtor subsidiaries. Fansteel, Wellman Dynamics and Wellman Dynamics Machinery & Assembly, Inc. filed Chapter 11 petitions (Bankr. S.D. Iowa Case Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. The petitions were signed by Jim Mahoney, CEO. The cases are assigned to Judge Anita L. Shodeen. The Debtors disclosed total assets of $32.9 million and total debt of $41.97 million. The companies tapped Jeffrey D. Goetz, Esq., and Krystal R. Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset Partners, LLC as business broker; and Mark J. Steger, Esq., at the Clark Hill Law Firm as Environmental Counsel. The companies filed motions to jointly administer the cases pursuant to Bankruptcy Rule 1015(b), and the court ordered the joint administration on Oct. 17, 2016. The court subsequently entered an order on May 24, 2017, vacating its Oct. 17 order and discontinuing the joint administration of the cases under the lead case of Fansteel. On Sept. 23, 2016, the U.S. Trustee for Region 12 appointed an official committee of unsecured creditors in Fansteel's bankruptcy case. The committee retained Morris Anderson & Associates, Ltd., as financial advisor; and Archer & Greiner, P.C. and Nyemaster Goode, P.C., as counsel. In March 2017, the U.S. trustee announced that the unsecured creditors' committee of Fansteel would no longer serve as the official committee in its case and that it would be reconstituted as the official committee of unsecured creditors in the Chapter 11 cases of Wellman Dynamics and Wellman Dynamics Machinery. As of March 22, 2017, a new creditors' committee has not yet been appointed in Fansteel's bankruptcy case. Wellman Dynamics filed a Chapter 11 plan of reorganization and disclosure statement on January 11, 2017. On May 8, 2017, the creditors' committee of Wellman Dynamics filed a rival Chapter 11 plan of liquidation for the company. WESTMORELAND COAL: Reports $50.5-Mil. Net Loss for Second Quarter ----------------------------------------------------------------- Westmoreland Coal Company reported a net loss of $50.52 million on $323.02 million of revenues for the three months ended June 30, 2017, compared to a net loss of $29.39 million on $357.59 million of revenues for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company reported a net loss of $87.82 million on $662.8 million of revenues compared to a net loss of $2.48 million on $713.5 million of revenues for the six months ended June 30, 2016. As of June 30, 2017, Westmoreland Coal had $1.45 billion in total assets, $2.22 billion in total liabilities and a total deficit of $766.5 million. Kevin Paprzycki, Westmoreland's chief executive officer, said, "This quarter, we executed across all of our strategic initiatives to drive long-term value creation. Specifically, we have formalized an agreement to sell ROVA, our coal-fired generating station, secured multiple contract extensions which will add volume and cash flow over multiple years, and continued making progress toward optimizing our capital structure. Our disciplined approach toward capitalizing on near-term catalysts will help further strengthen our business and enhance shareholder value." "That said, results for the second quarter and first half came in below our expectations as unfavorable sales volume mix and higher costs at Coal Valley weighed on our performance. We continue to expect stronger results in the back half, following last year's pattern, but we have lowered our full year guidance to reflect the first half results, pricing adjustments for contract extensions, as well as our updated demand projections for the remainder of 2017." During the second quarter of 2017, consolidated adjusted EBITDA declined 28.5% compared with the same period in 2016. This decline was driven in part by declines in the Coal - Canada segment resulting from increased equipment maintenance and costs to develop the pit at the Coal Valley mine due to a delay in the sale of this facility. Compared with the same period in 2016, second quarter 2017 revenues were also impacted by the 2016 expiration of the Jewett and Beulah coal supply contracts in the Coal - U.S. segment, which were partially offset by additional reclamation revenue at the Jewett mine. In addition, seasonal outages at our customers' plants and the timing of weather-related demand drove lower adjusted EBITDA as we sold fewer tons to high-margin customers. Adjusted EBITDA was favorably impacted by cost-savings initiatives across the company, particularly in the Coal - WMLP segment. Consolidated adjusted EBITDA for the first six months of 2017 was $120.8 million, inclusive of the impact of the $52.5 million early repayment from Capital Power. Adjusted EBITDA for the first six months was influenced by the many of the same factors as the three month period: the contract expirations at Jewett and Beulah, operational challenges at Coal Valley, weather-related demand and volume mix issues, offset by cost reductions, increased volume from San Juan, and Jewett reclamation revenue. In addition, the first half of 2017 was impacted by increased costs associated with unexpected dragline maintenance as well as lower revenue and increased costs resulting from record precipitation at the Westmoreland Resource Partners LP's ("WMLP") Kemmerer mine, each of which occurred in the first quarter. Westmoreland's free cash flow through June 30, 2017 was $47.5 million. Free cash flow is the net of cash flow provided by operations of $10.2 million, less capital expenditures of $13.1 million, plus net cash collected for the loan and lease receivables of $50.5 million. Included in cash flow provided by operations was cash used for interest expense of $48.9 million and for asset retirement obligations of $20.8 million, plus positive working capital of $10.5 million. At June 30, 2017, cash and cash equivalents on hand totaled $57.6 million, a $2.5 million decrease from year end. The decrease was comprised of free cash flow generation of $47.5 million; net debt reductions, including capital lease payments, of $44.3 million; a $3.6 million reserve acquisition and other non-operating cash uses of $2.6 million. Gross debt plus capital lease obligations at quarter end totaled $1.1 billion, of which $325.5 million resides at WMLP and $782.4 million resides at Westmoreland Coal Company. There was $27.0 million available to draw, net of letters of credit, on Westmoreland's revolving credit facility. An additional $15.0 million was available to WMLP through its revolving credit facility, which is not available to Westmoreland Coal Company for borrowings. No amounts had been drawn on either revolving credit facility as of June 30, 2017. Westmoreland announced the sale of the Roanoke Valley Power Facility for $5 million. Westmoreland continues to anticipate the return of approximately $10 million of cash collateral this year for the related ROVA power contracts. Regarding the revised outlook, Paprzycki commented, "We revised the midpoint of our adjusted EBITDA guidance by $35 million. Nearly one-third of this is from contract extensions where we granted price concessions in exchange for extended contract length. These extensions, including the recently announce Kemmerer contract, will increase our total cash flow and EBITDA over multiple years. Another one third of the change to guidance stems from the weather patterns' effect on our sales volume and mix across our operations. The remainder of the change is from operational issues, in particular the dragline outage we experienced in the first half and higher costs at Coal Valley." Adjusted EBITDA and free cash flow include the $52.5 million early repayment of loan and lease receivables related to the Genesee mine, of which approximately $40 million is incremental to 2017 compared to 2016 results. A full-text copy of the press release is available for free at: https://is.gd/s0g98C About Westmoreland Coal Company Englewood, Colorado-based-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal reported a net loss of $28.87 million on $1.47 billion of revenues for the year ended Dec. 31, 2016, compared to a net loss of $219.09 million on $1.41 billion of revenues for the year ended Dec. 31, 2015. * * * As reported by the TCR on March 2, 2016, Moody's Investors Service downgraded the ratings of Westmoreland Coal Company, including its corporate family rating to 'Caa1' from 'B3', probability of default rating (PDR) to 'Caa1-PD' from 'B3-PD', and the ratings on the senior secured credit facility and senior secured notes to Caa3 from Caa1. The Speculative Grade Liquidity rating of SGL-3 remains unchanged. The outlook is stable. In April 2017, S&P Global Ratings lowered its corporate credit rating on Westmoreland to 'CCC+' from 'B'. S&P views Westmoreland's capital structure to be unsustainable in the long term without a significant boost in coal prices and volumes over the next year. WESTMORELAND COAL: Signs Deal to Sell ROVA for $5 Million in Cash ----------------------------------------------------------------- Westmoreland Coal Company has entered into a definitive agreement to sell its Roanoke Valley Power Facility for $5 million in cash to ROVA Venture, LLC. "In December 2016, we amended our ROVA contract, relieving us from the obligation to operate the plant. This allowed us to more aggressively pursue the sale that we are announcing today. Additionally, we continue to anticipate the return of approximately $10 million of cash collateral this year related to ROVA power contracts," said Kevin Paprzycki, Westmoreland's chief executive officer. "Our team did a great job executing this transaction and maximizing the realized value for the asset. This sale and the collateral return are meaningful steps towards our 2017 goals of achieving final resolutions on our two non-core assets and strengthening our balance sheet." The closing of the transaction, subject to customary terms and conditions, is expected to occur on or before Sept. 30, 2017. The sale includes all the assets of ROVA. Westmoreland will retain approximately $2.7 million of reclamation liabilities related to offsite ash storage. About Westmoreland Coal Company Englewood, Colorado-based-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal reported a net loss of $28.87 million on $1.47 billion of revenues for the year ended Dec. 31, 2016, compared to a net loss of $219.09 million on $1.41 billion of revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Westmoreland Coal had $1.45 billion in total assets, $2.22 billion in total liabilities and a total deficit of $766.51 million. * * * As reported by the TCR on March 2, 2016, Moody's Investors Service downgraded the ratings of Westmoreland Coal Company, including its corporate family rating to Caa1 from B3, probability of default rating (PDR) to Caa1-PD from B3-PD, and the ratings on the senior secured credit facility and senior secured notes to Caa3 from Caa1. The Speculative Grade Liquidity rating of SGL-3 remains unchanged. The outlook is stable. In April 2017, S&P Global Ratings lowered its corporate credit rating on Westmoreland to 'CCC+' from 'B'. S&P views Westmoreland's capital structure to be unsustainable in the long term without a significant boost in coal prices and volumes over the next year. WILLIAM AND MARTHA PULLUM: Abrams Buying Milton Property for $217K ------------------------------------------------------------------ William and Martha Pullum filed a notice with the U.S. Bankruptcy Court for the Northern District of Florida indicating that they're selling the property located at Highway 87, Milton, Santa Rosa County, Florida, legally described a Lot of Land 2.018 acres/05-1N-27-0000-01100-0000, to Abrams Group Holding, LLC or its assigns for $217,500. Objections, if any, must be filed within 21 days from the date set forth in the proof of service. Mr. Pullum is a shareholder and officer of Navarre Properties, Inc. He owns a 1/3 interest. Navarre Properties owns the Property. Navarre Properties has entered into Commercial Contract to sell the Property to the Buyer for $217,500. The salient terms of the Contract are: a. Purchase Price: 217,500 b. Deposit: $10,000 c. Effective Date: July 28, 2017 d. Due Diligence Period: Within 120 days from Effective Date e. Closing: Dec. 8, 2017 A copy of the Contract attached to the Notice is available for free at: http://bankrupt.com/misc/William_Pullum_304_Sales.pdf After payment of closing costs, including realtors' commissions, the net proceeds from the sale will be approximately $195,000 and it is estimated that the Debtor's distribution will be approximately $65,000. The Property may not be property of the Bankruptcy Estate and to the extent that it is not, the Notice is being provided for informational purposes only. The Purchaser: William S. Abrams, II ABRAMS GROUP HOLDING, LLC 3645 Hwy. 90, Suite 104 Pace, FL 32571 The Escrow: BECK PARTNERS CRE, LLC 151 W. Main St., Ste 200 Pensacola, FL 32502 Telephone: (850) 477-7044 William and Martha Pullum sought Chapter 11 protection (Bankr. N. D. Fla. Case No. 14-30215) on March 15, 2014. John E. Venn, Jr., P.A., in Pensacola, Florida, is the Debtor's counsel. WINDSTREAM SERVICES: Dividend Cut No Impact on Moody's B1 CFR ------------------------------------------------------------- Moody's Investors Service said that Windstream Services, LLC's announcement of a shift in capital allocation does not impact its B1 corporate family rating or negative outlook. Windstream plans to eliminate its common dividend and implement a $90 million share repurchase program that expires in early 2019. Windstream intends to use the modest net cash savings to reduce debt, which is a credit positive development. However, absent a change in EBITDA trajectory in the second half of 2017, Windstream's leverage is likely to exceed Moody's limit of 5.25x (Moody's adjusted) for Windstream's B1 rating over the next few quarters. Moody's forecasts Windstream's leverage to be around 5.2x (Moody's adjusted) at year end 2017. Second quarter results showed a sequential stabilization of pro forma EBTIDA, which, when combined with forecasted merger synergies, could represent the first steps toward a return to growth. Windstream's B1 corporate family rating reflects its scale as a national wireline operator with a stable, predictable base of recurring revenues, offset by high leverage, a declining top line and margin pressure. Moody's believes that Windstream faces a continued erosion of EBITDA and cash flows as a result of prior underinvestment. Moody's expects Windstream's pro-forma EBITDA to decline in the low single digit percentage range for the next several years, although some of this impact could be offset by merger synergies and greater investment into the consumer segment. Moody's views Windstream as having limited leverage tolerance due to its low asset coverage following the 2015 sale and leaseback transaction of its outside plant and real estate assets to Communications Sales and Leasing, Inc. ("CSAL" dba Uniti Group). Moody's believes Windstream will maintain good liquidity over the next twelve months with $24 million of cash on hand at 6/30/17 and $500 million available on its $1.25 billion revolver. Windstream has been prudent and proactive in redeeming and refinancing near-term maturities and has no material maturities before 2020. Moody's could downgrade Windstream's ratings if leverage were to be sustained above 5.25x (Moody's adjusted) or free cash flow is negative, on a sustained basis. Additionally, the ratings would face downward pressure if capital investment is reduced below the level sufficient to improve the company's competitive position or cost structure. Moody's could upgrade Windstream's ratings if leverage were to be sustained below 4.5x (Moody's adjusted) and free cash flow to debt were in the mid-single digits percentage range. Windstream Services, LLC. (formerly known as Windstream Corporation) is a pure-play wireline operator headquartered in Little Rock, AR that provides telecommunications services in 48 states. For the last twelve months ended June 30, 2017 Windstream generated $6.1 billion in revenues. WORDSWORTH ACADEMY: Committee Taps Cullen and Dykman as Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Wordsworth Academy seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire legal counsel. The committee proposes to employ Cullen and Dykman LLP to, among other things, give legal advice regarding the panel's duties under the Bankruptcy Code; analyze claims of creditors; and advise on matters related to financing, sale of assets and plan of reorganization for Wordsworth and its affiliates. The hourly rates charged by the firm range from $350 to $715 for partners, $225 to $450 for associates, and $90 to $175 for paralegals. S. Jason Teele, Esq., and Nicole Stefanelli, Esq., the attorneys who will be handling the Debtors' bankruptcy cases, will charge $600 per hour. Cullen and Dykman is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: S. Jason Teele, Esq. Cullen and Dykman LLP The Legal Center One Riverfront Plaza Newark, NJ 07102 Phone: 212-742-8169 Email: steele@cullenanddykman.com About Wordsworth Academy Philadelphia, Pennsylvania-based Wordsworth Academy is a non-profit that provides education, behavioral health and child welfare services to children and youth who have emotional, behavioral and academic challenges. Wordsworth provides services through two Community Umbrella Agencies. CUA 5 provides services to children and families in the 35th and 39th Police Districts in Philadelphia, encompassing much of North Central Philadelphia. CUA 10 provides services to children and families in the 16th and 19th Police Districts in Philadelphia, encompassing much of West Philadelphia. Wordsworth Academy, along with Wordsworth CUA 5, LLC, and Wordsworth CUA 10, LLC, sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 17-14463) on June 30, 2017. Donald Stewart, the CFO, signed the petitions. Wordsworth Academy estimated assets and debt of $10 million to $50 million. Judge Ashely M. Chan presides over the cases. Dilworth Paxson LLP serves as counsel to the Debtors, with the engagement led by Lawrence G. McMichael, Esq., Peter C. Hughes, Esq., and Anne M. Aaronson, Esq. The Debtors hired Getzler Henrich & Associates LLC as financial advisor, and Donlin, Recano & Company, Inc. as claims and noticing agent. On July 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. WORDSWORTH ACADEMY: Committee Taps Weir & Partners as Co-Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Wordsworth Academy seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Weir & Partners LLP. Weir & Partners will serve as co-counsel with Cullen and Dykman LLP, another firm tapped by the committee to be its bankruptcy counsel. The services to be provided by Weir & Partners include advising the committee regarding its duties in the Chapter 11 cases of Wordsworth Academy and its affiliates; review any financing deal; participate in any potential asset sale; and assist in the review and negotiation of any proposed bankruptcy plan. Jeffrey Cianciulli, Esq., and Lauren Schwimmer, Esq., the attorneys designated to represent the committee, will charge $460 per hour and $300 per hour, respectively. Mr. Cianciulli disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtors' estates. The firm can be reached through: Jeffrey S. Cianciulli, Esq. 1339 Chestnut Street, Suite 500, Philadelphia, PA 19107 Phone: 215-665-8181 Fax: 215-665-8464 Email: attorneyinfo@weirpartners.com About Wordsworth Academy Philadelphia, Pennsylvania-based Wordsworth Academy is a non-profit that provides education, behavioral health and child welfare services to children and youth who have emotional, behavioral and academic challenges. Wordsworth provides services through two Community Umbrella Agencies. CUA 5 provides services to children and families in the 35th and 39th Police Districts in Philadelphia, encompassing much of North Central Philadelphia. CUA 10 provides services to children and families in the 16th and 19th Police Districts in Philadelphia, encompassing much of West Philadelphia. Wordsworth Academy, along with Wordsworth CUA 5, LLC, and Wordsworth CUA 10, LLC, sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 17-14463) on June 30, 2017. Donald Stewart, the CFO, signed the petitions. Wordsworth Academy estimated assets and debt of $10 million to $50 million. Judge Ashely M. Chan presides over the cases. Dilworth Paxson LLP serves as counsel to the Debtors, with the engagement led by Lawrence G. McMichael, Esq., Peter C. Hughes, Esq., and Anne M. Aaronson, Esq. The Debtors hired Getzler Henrich & Associates LLC as financial advisor, and Donlin, Recano & Company, Inc. as claims and noticing agent. On July 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Cullen and Dykman LLP represents the committee as legal counsel. WORDSWORTH ACADEMY: Panel Taps Walker Nell as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors of Wordsworth Academy seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire a financial advisor. The committee proposes to employ Walker Nell Partners, Inc. to provide these services to Wordsworth Academy and its affiliates in connection with their Chapter 11 cases: (a) analyze the financial operations of the Debtors before and after the petition date, as necessary; (b) analyze the financial ramifications of any proposed transactions for which the Debtors seek court approval; (c) conduct any requested financial analysis including verifying the material assets and liabilities of the Debtors, as necessary, and their values; (d) assist the committee in its review of monthly statements of operations submitted by the Debtors; (e) perform claims analysis; (f) assist the Committee in its evaluation of cash flow and other projections prepared by the Debtors; (g) scrutinize cash disbursements on an on-going basis for the period subsequent to the commencement of the Chapter 11 cases; (h) perform forensic investigating services, as requested by the committee and counsel, regarding pre-bankruptcy activities of the Debtors in order to identify potential causes of action; (i) analyze transactions with insiders, related or affiliated companies; (j) analyze transactions with the Debtors' financing institutions; (k) attend meetings of creditors and conference calls with representatives of the creditor groups and their counsel; (l) prepare certain valuation analyses of the Debtors' businesses and assets using various professionally accepted methodologies; (m) as needed, prepare alternative business projections relating to the valuation of the Debtors' business enterprise; (n) assist the committee in its review of the financial aspects of a plan of reorganization or liquidation submitted by the Debtors and perform any related analyses; (o) assist counsel in preparing for any depositions and testimony as well as prepare for and provide expert testimony at depositions and court hearings, as requested; and (p) assist counsel in evaluating any tax issues that may arise if necessary. The firm's standard hourly rates range from $400 to $625 for partners, $275 to $400 for managers and directors, $150 to $275 for associates, and $75 to $150 for paraprofessionals. Wayne Walker, a partner at Walker Nell, 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: Wayne R. Walker Walker Nell Partners, Inc. 1515 Market Street, Suite 820 Philadelphia, PA 19102 Phone: (215) 569-1660 Fax: (215) 569-1655 About Wordsworth Academy Philadelphia, Pennsylvania-based Wordsworth Academy is a non-profit that provides education, behavioral health and child welfare services to children and youth who have emotional, behavioral and academic challenges. Wordsworth provides services through two Community Umbrella Agencies. CUA 5 provides services to children and families in the 35th and 39th Police Districts in Philadelphia, encompassing much of North Central Philadelphia. CUA 10 provides services to children and families in the 16th and 19th Police Districts in Philadelphia, encompassing much of West Philadelphia. Wordsworth Academy, along with Wordsworth CUA 5, LLC, and Wordsworth CUA 10, LLC, sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 17-14463) on June 30, 2017. Donald Stewart, the CFO, signed the petitions. Wordsworth Academy estimated assets and debt of $10 million to $50 million. Judge Ashely M. Chan presides over the cases. Dilworth Paxson LLP serves as counsel to the Debtors, with the engagement led by Lawrence G. McMichael, Esq., Peter C. Hughes, Esq., and Anne M. Aaronson, Esq. The Debtors hired Getzler Henrich & Associates LLC as financial advisor, and Donlin, Recano & Company, Inc. as claims and noticing agent. On July 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Cullen and Dykman LLP represents the committee as legal counsel. Y & Z WORLD: Case Summary & 19 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Y & Z World Development, Inc. 155 Sycamore Drive Roslyn, NY 11576 Type of Business: Y & Z World -- http://www.wdny.com/-- is a wholesale distributor of women's, children's, and infants' clothing and accessories. Chapter 11 Petition Date: August 4, 2017 Case No.: 17-74779 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Louis A. Scarcella Debtor's Counsel: Anthony F Giuliano, Esq. PRYOR & MANDELUP, LLP 675 Old Country Rd Westbury, NY 11590 Tel: (516) 997-0999 Fax: (516) 333-7333 E-mail: afg@pryormandelup.com Total Assets: $257,263 Total Liabilities: $5.18 million The petition was signed by Edward Zhu, secretary. The Debtor's list of 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb17-74779.pdf YMCA MARQUETTE: Seeks to Hire Jeffrey Alandt as Attorney -------------------------------------------------------- Young Mens Christian Association of Marquette County seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to hire an attorney in connection with its Chapter 11 case. The Debtor proposes to employ Jeffrey Alandt, Esq., and pay him an hourly fee of $250 for his services. Legal assistants will be paid $150 per hour. The Debtor has agreed to pay the attorney a retainer in the amount of $15,000. Mr. Alandt disclosed in a court filing that he has no connection with and has no conflict of interest with the Debtor or any of its creditors. Mr. Alandt maintains an office at: Jeffrey C. Alandt, Esq. 121 E. Front Street, Suite 302 Traverse City, MI 49684 Tel: (231) 941-7766 About Young Mens Christian Association Of Marquette County Young Mens Christian Association of Marq has principal assets located at 1420 Pine St Marquette, Michigan. Young Mens Christian Association of Marq filed a Chapter 11 petition (Bankr. W.D. Mich. Case No. 17-90131) on May 5, 2017. Jenna Zdunek, chief executive director, signed the petition. The Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Scott W. Dales. The Debtor is represented by Timothy C. Quinnell, Esq., at Quinnell Law Firm, PLLC. On June 9, 2017, the U.S. trustee for Region 9 appointed an official committee of unsecured creditors. Robert F. Wardrop II, Esq., at Wardrop & Wardrop P.C. serves as the Committee's legal counsel. YMCA MARQUETTE: Taps Burkhart Lewandowski as Legal Counsel ---------------------------------------------------------- Young Mens Christian Association of Marquette County seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to hire Burkhart, Lewandowski, Miller & Nastoff, PC as its legal counsel. The firm will assist the Debtor in the preparation of a bankruptcy plan and will provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm range from $175 to $225. Jeremy Nastoff, Esq., the attorney who will be handling the case, will charge $225 per hour. Burkhart has requested a retainer in the amount of $15,000. The firm and its attorneys are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code, accoidng to court filings. Burkhart can be reached through: Jeremy J. Nastoff, Esq. Terry F. Burkhart, Esq. John A. Lewandowski, Esq. Burkhart, Lewandowski, Miller & Nastoff, PC 816 Ludington Street Escanaba, MI 49829 Phone: 906-786-4422 Email: jnastoff@bqrlaw.com About Young Mens Christian Association Of Marquette County Young Mens Christian Association of Marq has principal assets located at 1420 Pine St Marquette, Michigan. Young Mens Christian Association of Marq filed a Chapter 11 petition (Bankr. W.D. Mich. Case No. 17-90131) on May 5, 2017. Jenna Zdunek, chief executive director, signed the petition. The Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Scott W. Dales. The Debtor is represented by Timothy C. Quinnell, Esq., at Quinnell Law Firm, PLLC. On June 9, 2017, the U.S. trustee for Region 9 appointed an official committee of unsecured creditors. Robert F. Wardrop II, Esq., at Wardrop & Wardrop P.C. serves as the Committee's legal counsel. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 93.1 (50.1) (33.4) ABSOLUTE SOFTWRE OU1 GR 93.1 (50.1) (33.4) ABSOLUTE SOFTWRE ABT CN 93.1 (50.1) (33.4) ABSOLUTE SOFTWRE ABT2EUR EU 93.1 (50.1) (33.4) ADOMANI INC ADOM US 3.2 (2.9) (3.6) ADOMANI INC A9T GR 3.2 (2.9) (3.6) ADOMANI INC ADOMEUR EU 3.2 (2.9) (3.6) AKCEA THERAPEUTI AKCA US 133.0 (74.9) 51.9 AKCEA THERAPEUTI 1KA GR 133.0 (74.9) 51.9 AKCEA THERAPEUTI AKCAEUR EU 133.0 (74.9) 51.9 AKCEA THERAPEUTI 1KA TH 133.0 (74.9) 51.9 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) ASPEN TECHNOLOGY AZPN US 244.0 (249.5) (280.2) ASPEN TECHNOLOGY AST GR 244.0 (249.5) (280.2) ASPEN TECHNOLOGY AST TH 244.0 (249.5) (280.2) ASPEN TECHNOLOGY AZPNEUR EU 244.0 (249.5) (280.2) ATHENEX INC ATNX US 100.5 (3.6) 3.9 ATHENEX INC 2MT GR 100.5 (3.6) 3.9 ATHENEX INC ATNXEUR EU 100.5 (3.6) 3.9 AUTOZONE INC AZO US 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 TH 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 GR 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZOEUR EU 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 QT 9,028.3 (1,714.2) (286.3) AVID TECHNOLOGY AVID US 224.7 (274.8) (85.5) AVID TECHNOLOGY AVD GR 224.7 (274.8) (85.5) AXIM BIOTECHNOLO AXIM US 0.8 (2.9) (2.1) BENEFITFOCUS INC BNFT US 173.0 (35.1) 9.6 BENEFITFOCUS INC BTF GR 173.0 (35.1) 9.6 BLUE BIRD CORP BLBD US 366.8 (59.6) 32.8 BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4) BOEING CO-BDR BOEI34 BZ 90,036.0 (1,978.0) 9,922.0 BOEING CO-CED BA AR 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA EU 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BCO GR 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BAEUR EU 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA TE 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA* MM 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA SW 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BACHF EU 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BOEI NA 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA US 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BCO TH 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA CI 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BCO QT 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BAUSD SW 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA AV 90,036.0 (1,978.0) 9,922.0 BOMBARDIER INC-B BBDBN MM 23,395.0 (3,825.0) 576.0 BOMBARDIER-B OLD BBDYB BB 23,395.0 (3,825.0) 576.0 BOMBARDIER-B W/I BBD/W CN 23,395.0 (3,825.0) 576.0 BONANZA CREEK EN BCEI US 1,135.2 (73.8) (160.1) BONANZA CREEK EN B2CN GR 1,135.2 (73.8) (160.1) BONANZA CREEK EN B2CN QT 1,135.2 (73.8) (160.1) BONANZA CREEK EN BCEI1EUR EU 1,135.2 (73.8) (160.1) BRINKER INTL EAT US 1,403.1 (498.7) (289.1) BRINKER INTL BKJ GR 1,403.1 (498.7) (289.1) BRINKER INTL EAT2EUR EU 1,403.1 (498.7) (289.1) BROOKFIELD REAL BRE CN 99.6 (33.1) 1.6 BUFFALO COAL COR BUC SJ 51.5 (21.4) (19.6) BURLINGTON STORE BURL US 2,558.9 (40.9) (32.6) BURLINGTON STORE BUI GR 2,558.9 (40.9) (32.6) BURLINGTON STORE BURL* MM 2,558.9 (40.9) (32.6) CADIZ INC CDZI US 62.0 (57.7) 7.1 CADIZ INC 2ZC GR 62.0 (57.7) 7.1 CAESARS ENTERTAI CZR US 14,793.0 (3,357.0) (4,630.0) CAESARS ENTERTAI C08 GR 14,793.0 (3,357.0) (4,630.0) CAESARS ENTERTAI CZREUR EU 14,793.0 (3,357.0) (4,630.0) CALIFORNIA RESOU CRC US 6,154.0 (491.0) (220.0) CALIFORNIA RESOU 1CLB GR 6,154.0 (491.0) (220.0) CALIFORNIA RESOU CRCEUR EU 6,154.0 (491.0) (220.0) CALIFORNIA RESOU 1CL TH 6,154.0 (491.0) (220.0) CAMBIUM LEARNING ABCD US 124.3 (58.5) (69.7) CAMPING WORLD-A CWH US 1,811.9 (2.9) 332.2 CAMPING WORLD-A C83 GR 1,811.9 (2.9) 332.2 CAMPING WORLD-A CWHEUR EU 1,811.9 (2.9) 332.2 CASELLA WASTE WA3 GR 588.9 (74.6) 4.6 CASELLA WASTE CWST US 588.9 (74.6) 4.6 CASELLA WASTE WA3 TH 588.9 (74.6) 4.6 CASELLA WASTE CWSTEUR EU 588.9 (74.6) 4.6 CDK GLOBAL INC CDK US 2,883.1 (56.8) 726.2 CDK GLOBAL INC C2G TH 2,883.1 (56.8) 726.2 CDK GLOBAL INC CDKEUR EU 2,883.1 (56.8) 726.2 CDK GLOBAL INC C2G GR 2,883.1 (56.8) 726.2 CDK GLOBAL 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240.8 COGENT COMMUNICA OGM1 GR 732.4 (71.2) 240.8 CTI BIOPHARMA CO CTIC US 44.7 (10.4) (5.1) DELEK LOGISTICS DKL US 415.5 (21.1) 14.0 DELEK LOGISTICS D6L GR 415.5 (21.1) 14.0 DENNY'S CORP DE8 GR 306.9 (79.9) (53.3) DENNY'S CORP DENN US 306.9 (79.9) (53.3) DOMINO'S PIZZA EZV TH 781.8 (1,803.1) 209.4 DOMINO'S PIZZA EZV GR 781.8 (1,803.1) 209.4 DOMINO'S PIZZA DPZ US 781.8 (1,803.1) 209.4 DOMINO'S PIZZA EZV QT 781.8 (1,803.1) 209.4 DUN & BRADSTREET DB5 GR 2,279.3 (979.5) (139.6) DUN & BRADSTREET DB5 TH 2,279.3 (979.5) (139.6) DUN & BRADSTREET DNB US 2,279.3 (979.5) (139.6) DUN & BRADSTREET DNB1EUR EU 2,279.3 (979.5) (139.6) DUNKIN' BRANDS G 2DB GR 3,147.9 (185.4) 147.6 DUNKIN' BRANDS G DNKN US 3,147.9 (185.4) 147.6 DUNKIN' BRANDS G 2DB TH 3,147.9 (185.4) 147.6 DUNKIN' BRANDS G DNKNEUR EU 3,147.9 (185.4) 147.6 EIGHT DRAGONS CO EDRG US - (0.0) (0.0) ERIN ENERGY CORP ERN SJ 287.4 (250.8) (277.5) EVERI HOLDINGS I EVRI US 1,320.5 (109.6) 4.1 EVERI HOLDINGS I G2C TH 1,320.5 (109.6) 4.1 EVERI HOLDINGS I G2C GR 1,320.5 (109.6) 4.1 EVERI HOLDINGS I EVRIEUR EU 1,320.5 (109.6) 4.1 FERRELLGAS-LP FEG GR 1,679.3 (703.5) (26.2) FERRELLGAS-LP FGP US 1,679.3 (703.5) (26.2) FIFTH STREET ASS FSAM US 191.2 (1.7) - FIFTH STREET ASS 7FS TH 191.2 (1.7) - GAMCO INVESTO-A GBL US 182.5 (148.1) - GCP APPLIED TECH GCP US 1,252.0 (134.3) 177.5 GCP APPLIED TECH 43G GR 1,252.0 (134.3) 177.5 GCP APPLIED TECH GCPEUR EU 1,252.0 (134.3) 177.5 GNC HOLDINGS INC IGN GR 2,011.1 (51.2) 535.6 GNC HOLDINGS INC GNC US 2,011.1 (51.2) 535.6 GNC HOLDINGS INC IGN TH 2,011.1 (51.2) 535.6 GNC HOLDINGS INC GNC1EUR EU 2,011.1 (51.2) 535.6 GOGO INC GOGO US 1,270.1 (76.6) 348.7 GOGO INC G0G GR 1,270.1 (76.6) 348.7 GOLD RESERVE INC GDRZF US 47.1 (1.2) 34.4 GOLD RESERVE INC GRZ CN 47.1 (1.2) 34.4 GOLD RESERVE INC GOD GR 47.1 (1.2) 34.4 GREEN PLAINS PAR GPP US 90.6 (64.2) 4.6 GREEN PLAINS PAR 8GP GR 90.6 (64.2) 4.6 H&R BLOCK INC HRB US 2,694.1 (60.9) 406.8 H&R BLOCK INC HRB GR 2,694.1 (60.9) 406.8 H&R BLOCK INC HRB TH 2,694.1 (60.9) 406.8 H&R BLOCK INC HRB QT 2,694.1 (60.9) 406.8 H&R BLOCK INC HRBEUR EU 2,694.1 (60.9) 406.8 HALOZYME THERAPE HALO US 226.8 (58.5) 160.6 HALOZYME THERAPE RV7 GR 226.8 (58.5) 160.6 HALOZYME THERAPE HALOEUR EU 226.8 (58.5) 160.6 HALOZYME THERAPE RV7 QT 226.8 (58.5) 160.6 HAMILTON LANE-A HLNE US 207.1 (103.6) - HAMILTON LANE-A HLNEEUR EU 207.1 (103.6) - HCA HEALTHCARE I 2BH GR 34,566.0 (5,079.0) 3,566.0 HCA HEALTHCARE I HCA US 34,566.0 (5,079.0) 3,566.0 HCA HEALTHCARE I 2BH TH 34,566.0 (5,079.0) 3,566.0 HCA HEALTHCARE I HCAEUR EU 34,566.0 (5,079.0) 3,566.0 HORTONWORKS INC HDP US 213.3 (43.3) (35.6) HORTONWORKS INC 14K GR 213.3 (43.3) (35.6) HORTONWORKS INC 14K QT 213.3 (43.3) (35.6) HORTONWORKS INC HDPEUR EU 213.3 (43.3) (35.6) HOVNANIAN-A-WI HOV-W US 2,133.6 (133.9) 1,392.3 HP COMPANY-BDR HPQB34 BZ 28,686.0 (3,955.0) (302.0) HP INC HPQ* MM 28,686.0 (3,955.0) (302.0) HP INC HPQ US 28,686.0 (3,955.0) (302.0) HP INC 7HP TH 28,686.0 (3,955.0) (302.0) HP INC 7HP GR 28,686.0 (3,955.0) (302.0) HP INC HPQ TE 28,686.0 (3,955.0) (302.0) HP INC HPQ CI 28,686.0 (3,955.0) (302.0) HP INC HPQ SW 28,686.0 (3,955.0) (302.0) HP INC HWP QT 28,686.0 (3,955.0) (302.0) HP INC HPQCHF EU 28,686.0 (3,955.0) (302.0) HP INC HPQUSD EU 28,686.0 (3,955.0) (302.0) HP INC HPQUSD SW 28,686.0 (3,955.0) (302.0) HP INC HPQEUR EU 28,686.0 (3,955.0) (302.0) IDEXX LABS IDXX US 1,637.1 (86.1) (82.8) IDEXX LABS IX1 GR 1,637.1 (86.1) (82.8) IDEXX LABS IX1 TH 1,637.1 (86.1) (82.8) IDEXX LABS IX1 QT 1,637.1 (86.1) (82.8) IDEXX LABS IDXX AV 1,637.1 (86.1) (82.8) IMMUNOGEN INC IMU GR 181.4 (173.2) 94.1 IMMUNOGEN INC IMGN US 181.4 (173.2) 94.1 IMMUNOGEN INC IMU TH 181.4 (173.2) 94.1 IMMUNOGEN INC IMU QT 181.4 (173.2) 94.1 IMMUNOGEN INC IMGNEUR EU 181.4 (173.2) 94.1 IMMUNOMEDICS INC IMMU US 52.7 (131.9) (36.5) IMMUNOMEDICS INC IM3 GR 52.7 (131.9) (36.5) IMMUNOMEDICS INC IM3 TH 52.7 (131.9) (36.5) IMMUNOMEDICS INC IM3 QT 52.7 (131.9) (36.5) INNOVIVA INC INVA US 372.0 (296.7) 187.0 INNOVIVA INC HVE GR 372.0 (296.7) 187.0 INNOVIVA INC INVAEUR EU 372.0 (296.7) 187.0 INSTRUCTURE INC INST US 130.1 (4.1) (14.7) INSTRUCTURE INC 1IN GR 130.1 (4.1) (14.7) JACK IN THE BOX JBX GR 1,230.9 (469.4) (126.4) JACK IN THE BOX JACK US 1,230.9 (469.4) (126.4) JACK IN THE BOX JACK1EUR EU 1,230.9 (469.4) (126.4) JACK IN THE BOX JBX QT 1,230.9 (469.4) (126.4) JAMIESON WELLNES JWEL CN 504.7 (172.9) (172.9) JAMIESON WELLNES 2JW GR 504.7 (172.9) (172.9) JAMIESON WELLNES JWELEUR EU 504.7 (172.9) (172.9) JUST ENERGY GROU JE US 1,238.0 (149.3) 109.1 JUST ENERGY GROU 1JE GR 1,238.0 (149.3) 109.1 JUST ENERGY GROU JE CN 1,238.0 (149.3) 109.1 KENNADY DIAMONDS KDI CN 4.5 (1.4) (3.7) L BRANDS INC LTD GR 7,882.0 (835.0) 1,321.0 L BRANDS INC LTD TH 7,882.0 (835.0) 1,321.0 L BRANDS INC LB US 7,882.0 (835.0) 1,321.0 L BRANDS INC LBEUR EU 7,882.0 (835.0) 1,321.0 L BRANDS INC LB* MM 7,882.0 (835.0) 1,321.0 L BRANDS INC LTD QT 7,882.0 (835.0) 1,321.0 LAMB WESTON LW US 2,485.6 (596.5) 302.8 LAMB WESTON 0L5 GR 2,485.6 (596.5) 302.8 LAMB WESTON LW-WEUR EU 2,485.6 (596.5) 302.8 LAMB WESTON 0L5 TH 2,485.6 (596.5) 302.8 LANTHEUS HOLDING LNTH US 267.9 (87.2) 82.6 LANTHEUS HOLDING 0L8 GR 267.9 (87.2) 82.6 MADISON-A/NEW-WI MSGN-W US 864.4 (987.0) 195.4 MANNKIND CORP MNKD IT 85.2 (198.7) (37.0) MCDONALDS - BDR MCDC34 BZ 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MDO TH 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD TE 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MDO GR 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD* MM 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD US 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD SW 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD CI 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MDO QT 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCDCHF EU 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCDUSD EU 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCDUSD SW 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCDEUR EU 32,120.3 (2,030.8) 2,686.5 MCDONALDS CORP MCD AV 32,120.3 (2,030.8) 2,686.5 MCDONALDS-CEDEAR MCD AR 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6,536.3 (467.5) 3,321.9 MOODY'S CORP DUT TH 6,536.3 (467.5) 3,321.9 MOODY'S CORP MCOEUR EU 6,536.3 (467.5) 3,321.9 MOODY'S CORP DUT QT 6,536.3 (467.5) 3,321.9 MOODY'S CORP MCO* MM 6,536.3 (467.5) 3,321.9 MOTOROLA SOLUTIO MTLA GR 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MTLA TH 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MSI US 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MOT TE 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MTLA QT 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MSI1EUR EU 8,295.0 (976.0) 801.0 MSG NETWORKS- A MSGN US 864.4 (987.0) 195.4 MSG NETWORKS- A 1M4 GR 864.4 (987.0) 195.4 MSG NETWORKS- A 1M4 TH 864.4 (987.0) 195.4 MSG NETWORKS- A MSGNEUR EU 864.4 (987.0) 195.4 NANOSTRING TECHN NSTG US 106.5 (3.1) 59.9 NANOSTRING TECHN 0F1 GR 106.5 (3.1) 59.9 NANOSTRING TECHN NSTGEUR EU 106.5 (3.1) 59.9 NATHANS FAMOUS NATH US 78.1 (66.5) 56.8 NATHANS FAMOUS NFA GR 78.1 (66.5) 56.8 NATIONAL CINEMED XWM GR 1,151.9 (54.1) 92.9 NATIONAL CINEMED NCMI US 1,151.9 (54.1) 92.9 NATIONAL CINEMED NCMIEUR EU 1,151.9 (54.1) 92.9 NAVISTAR INTL IHR GR 5,952.0 (5,127.0) 825.0 NAVISTAR INTL NAV US 5,952.0 (5,127.0) 825.0 NAVISTAR INTL IHR TH 5,952.0 (5,127.0) 825.0 NAVISTAR INTL IHR QT 5,952.0 (5,127.0) 825.0 NEFF CORP-CL A NEFF US 666.9 (112.0) 8.9 NEFF CORP-CL A NFO GR 666.9 (112.0) 8.9 NEW ENG RLTY-LP NEN US 190.0 (33.5) - NYMOX PHARMACEUT NYMX US 1.7 (1.2) (0.2) OCEAN THERMAL EN CPWR US 0.0 (1.6) (1.6) OMEROS CORP 3O8 GR 58.4 (48.1) 34.4 OMEROS CORP OMER US 58.4 (48.1) 34.4 OMEROS CORP 3O8 TH 58.4 (48.1) 34.4 OMEROS CORP OMEREUR EU 58.4 (48.1) 34.4 PENN NATL GAMING PN1 GR 4,984.0 (517.5) (127.0) PENN NATL GAMING PENN US 4,984.0 (517.5) (127.0) PENSARE ACQUISIT WRLSU US 0.3 (0.1) (0.0) PHILIP MORRIS IN PM1EUR EU 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PMI SW 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PM1 TE 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN 4I1 TH 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PM1CHF EU 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN 4I1 GR 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PM US 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PM FP 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PMI1 IX 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PMI EB 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN 4I1 QT 38,660.0 (10,277.0) 1,189.0 PINNACLE ENTERTA PNK US 4,003.8 (351.8) (82.3) PINNACLE ENTERTA 65P GR 4,003.8 (351.8) (82.3) PLANET FITNESS-A PLNT US 1,156.4 (188.0) 28.1 PLANET FITNESS-A 3PL TH 1,156.4 (188.0) 28.1 PLANET FITNESS-A 3PL GR 1,156.4 (188.0) 28.1 PLANET FITNESS-A 3PL QT 1,156.4 (188.0) 28.1 PLANET FITNESS-A PLNT1EUR EU 1,156.4 (188.0) 28.1 PRECIPIO INC TBIOEUR EU 1.2 (20.6) (20.6) PROS HOLDINGS IN PH2 GR 298.0 (20.5) 147.4 PROS HOLDINGS IN PRO US 298.0 (20.5) 147.4 QUANTUM CORP QNT2 GR 225.0 (116.0) (42.0) QUANTUM CORP QNT1 TH 225.0 (116.0) (42.0) QUANTUM CORP QTM US 225.0 (116.0) (42.0) QUANTUM CORP QTM1EUR EU 225.0 (116.0) (42.0) QUANTUM CORP QNT1 QT 225.0 (116.0) (42.0) REATA PHARMACE-A RETA US 88.2 (220.3) 34.5 REATA PHARMACE-A 2R3 GR 88.2 (220.3) 34.5 REATA PHARMACE-A RETAEUR EU 88.2 (220.3) 34.5 REGAL ENTERTAI-A RGC US 2,748.4 (835.1) (7.6) REGAL ENTERTAI-A RETA GR 2,748.4 (835.1) (7.6) REGAL ENTERTAI-A RGC* MM 2,748.4 (835.1) (7.6) RESOLUTE ENERGY R21 GR 489.6 (75.9) (69.6) RESOLUTE ENERGY REN US 489.6 (75.9) (69.6) RESOLUTE ENERGY RENEUR EU 489.6 (75.9) (69.6) REVLON INC-A REV US 3,062.0 (672.4) 296.4 REVLON INC-A RVL1 GR 3,062.0 (672.4) 296.4 REVLON INC-A RVL1 TH 3,062.0 (672.4) 296.4 REVLON INC-A REVEUR EU 3,062.0 (672.4) 296.4 ROSETTA STONE IN RST US 185.9 (1.0) (58.1) ROSETTA STONE IN RS8 GR 185.9 (1.0) (58.1) ROSETTA STONE IN RS8 TH 185.9 (1.0) (58.1) ROSETTA STONE IN RST1EUR EU 185.9 (1.0) (58.1) RR DONNELLEY & S DLLN GR 3,831.8 (161.5) 722.1 RR DONNELLEY & S RRD US 3,831.8 (161.5) 722.1 RR DONNELLEY & S DLLN TH 3,831.8 (161.5) 722.1 RR DONNELLEY & S RRDEUR EU 3,831.8 (161.5) 722.1 RYERSON HOLDING RYI US 1,787.8 (22.6) 730.1 RYERSON HOLDING 7RY GR 1,787.8 (22.6) 730.1 RYERSON HOLDING 7RY TH 1,787.8 (22.6) 730.1 SALLY BEAUTY HOL SBH US 2,120.5 (352.3) 638.2 SALLY BEAUTY HOL S7V GR 2,120.5 (352.3) 638.2 SANCHEZ ENERGY C SN US 2,078.6 (77.6) 29.0 SANCHEZ ENERGY C SN* MM 2,078.6 (77.6) 29.0 SANCHEZ ENERGY C 13S GR 2,078.6 (77.6) 29.0 SANCHEZ ENERGY C 13S TH 2,078.6 (77.6) 29.0 SANCHEZ ENERGY C SNEUR EU 2,078.6 (77.6) 29.0 SBA COMM CORP 4SB GR 7,308.9 (1,985.7) (710.0) SBA COMM CORP SBAC US 7,308.9 (1,985.7) (710.0) SBA COMM CORP SBJ TH 7,308.9 (1,985.7) (710.0) SBA COMM CORP SBACEUR EU 7,308.9 (1,985.7) (710.0) SCIENTIFIC GAM-A TJW GR 7,066.0 (1,998.1) 510.2 SCIENTIFIC GAM-A SGMS US 7,066.0 (1,998.1) 510.2 SEARS HOLDINGS SEE GR 9,071.0 (3,527.0) 127.0 SEARS HOLDINGS SEE TH 9,071.0 (3,527.0) 127.0 SEARS HOLDINGS SHLD US 9,071.0 (3,527.0) 127.0 SEARS HOLDINGS SEE QT 9,071.0 (3,527.0) 127.0 SEARS HOLDINGS SHLDEUR EU 9,071.0 (3,527.0) 127.0 SHELL MIDSTREAM SHLX US 1,098.7 (252.5) 131.7 SHELL MIDSTREAM 49M GR 1,098.7 (252.5) 131.7 SHELL MIDSTREAM 49M TH 1,098.7 (252.5) 131.7 SIGA TECH INC SIGA US 160.8 (296.1) 52.6 SILVER SPRING NE SSNI US 449.6 (42.7) 0.7 SILVER SPRING NE 9SI GR 449.6 (42.7) 0.7 SILVER SPRING NE 9SI TH 449.6 (42.7) 0.7 SILVER SPRING NE SSNIEUR EU 449.6 (42.7) 0.7 SIRIUS XM HOLDIN SIRI US 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN RDO TH 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN RDO GR 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN SIRIEUR EU 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN SIRI AV 8,347.7 (1,041.7) (2,148.9) SIX FLAGS ENTERT SIX US 2,543.7 (49.4) (150.5) SIX FLAGS ENTERT 6FE GR 2,543.7 (49.4) (150.5) SONIC CORP SONC US 563.8 (173.1) 60.4 SONIC CORP SO4 GR 563.8 (173.1) 60.4 SONIC CORP SONCEUR EU 563.8 (173.1) 60.4 STRAIGHT PATH-B STRP US 20.9 (10.2) (7.4) STRAIGHT PATH-B 5I0 GR 20.9 (10.2) (7.4) SYNTEL INC SYNT US 434.1 (97.3) 122.8 SYNTEL INC SYE GR 434.1 (97.3) 122.8 SYNTEL INC SYE TH 434.1 (97.3) 122.8 SYNTEL INC SYE QT 434.1 (97.3) 122.8 SYNTEL INC SYNT1EUR EU 434.1 (97.3) 122.8 TAILORED BRANDS TLRD US 2,114.2 (113.6) 712.4 TAILORED BRANDS WRMA GR 2,114.2 (113.6) 712.4 TAUBMAN CENTERS TU8 GR 4,061.7 (111.7) - TAUBMAN CENTERS TCO US 4,061.7 (111.7) - TINTRI INC TNTR US 97.1 (68.5) 21.6 TINTRI INC TI3 GR 97.1 (68.5) 21.6 TINTRI INC TNTREUR EU 97.1 (68.5) 21.6 TOCAGEN INC TOCA US 34.3 (1.5) 14.0 TOCAGEN INC 37T GR 34.3 (1.5) 14.0 TOCAGEN INC TOCAEUR EU 34.3 (1.5) 14.0 TOWN SPORTS INTE CLUB US 236.6 (87.0) 4.6 TRANSDIGM GROUP T7D GR 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP TDG US 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP TDG SW 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP TDGCHF EU 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP T7D QT 10,187.3 (2,038.8) 1,587.8 TRANSDIGM GROUP TDGEUR EU 10,187.3 (2,038.8) 1,587.8 ULTRA PETROLEUM UPL US 1,699.0 (3,016.7) 331.2 ULTRA PETROLEUM UPL1EUR EU 1,699.0 (3,016.7) 331.2 ULTRA PETROLEUM UPM1 GR 1,699.0 (3,016.7) 331.2 UNISYS CORP UISCHF EU 2,318.9 (1,630.1) 426.5 UNISYS CORP UISEUR EU 2,318.9 (1,630.1) 426.5 UNISYS CORP UIS US 2,318.9 (1,630.1) 426.5 UNISYS CORP UIS1 SW 2,318.9 (1,630.1) 426.5 UNISYS CORP USY1 TH 2,318.9 (1,630.1) 426.5 UNISYS CORP USY1 GR 2,318.9 (1,630.1) 426.5 UNITI GROUP INC UNIT US 4,161.2 (1,059.0) - UNITI GROUP INC 8XC GR 4,161.2 (1,059.0) - VALVOLINE INC VVV US 1,960.0 (203.0) 227.0 VALVOLINE INC 0V4 GR 1,960.0 (203.0) 227.0 VALVOLINE INC 0V4 TH 1,960.0 (203.0) 227.0 VALVOLINE INC VVVEUR EU 1,960.0 (203.0) 227.0 VECTOR GROUP LTD VGR GR 1,420.3 (284.5) 475.4 VECTOR GROUP LTD VGR US 1,420.3 (284.5) 475.4 VECTOR GROUP LTD VGR QT 1,420.3 (284.5) 475.4 VENATOR MATERIAL VNTR US 2,380.0 (408.0) 434.0 VERISIGN INC VRS TH 2,344.3 (1,203.2) 321.0 VERISIGN INC VRS GR 2,344.3 (1,203.2) 321.0 VERISIGN INC VRSN US 2,344.3 (1,203.2) 321.0 VERISIGN INC VRSNEUR EU 2,344.3 (1,203.2) 321.0 VERSUM MATER VSM US 1,181.8 (9.7) 438.2 VERSUM MATER 2V1 GR 1,181.8 (9.7) 438.2 VERSUM MATER VSMEUR EU 1,181.8 (9.7) 438.2 VERSUM MATER 2V1 TH 1,181.8 (9.7) 438.2 VIEWRAY INC VRAY US 90.8 (27.0) 34.6 VIEWRAY INC 6L9 GR 90.8 (27.0) 34.6 VIEWRAY INC VRAYEUR EU 90.8 (27.0) 34.6 WEIGHT WATCHERS WTW US 1,247.3 (1,138.6) (57.9) WEIGHT WATCHERS WW6 GR 1,247.3 (1,138.6) (57.9) WEIGHT WATCHERS WW6 TH 1,247.3 (1,138.6) (57.9) WEIGHT WATCHERS WTWEUR EU 1,247.3 (1,138.6) (57.9) WELBILT INC WBT US 1,837.1 (26.3) 94.8 WELBILT INC 6M6 GR 1,837.1 (26.3) 94.8 WELBILT INC MFS1EUR EU 1,837.1 (26.3) 94.8 WEST CORP WSTC US 3,480.9 (324.5) 248.5 WEST CORP WT2 GR 3,480.9 (324.5) 248.5 WIDEOPENWEST INC WOW US 2,661.6 (645.2) (33.7) WIDEOPENWEST INC WU5 GR 2,661.6 (645.2) (33.7) WIDEOPENWEST INC WOW1EUR EU 2,661.6 (645.2) (33.7) WINGSTOP INC WING US 114.6 (61.2) (1.7) WINGSTOP INC EWG GR 114.6 (61.2) (1.7) WORKIVA INC WK US 154.2 (6.1) (2.0) WORKIVA INC 0WKA GR 154.2 (6.1) (2.0) WORKIVA INC WKEUR EU 154.2 (6.1) (2.0) YRC WORLDWIDE IN YRCW US 1,759.1 (410.5) 292.9 YRC WORLDWIDE IN YEL1 GR 1,759.1 (410.5) 292.9 YRC WORLDWIDE IN YEL1 TH 1,759.1 (410.5) 292.9 YRC WORLDWIDE IN YRCWEUR EU 1,759.1 (410.5) 292.9 YUM! BRANDS INC YUM US 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC TGR GR 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC TGR TH 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMEUR EU 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMCHF EU 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUM SW 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMUSD SW 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMUSD EU 5,596.0 (6,102.0) 307.0 ********* 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 ***