/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171009.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, October 9, 2017, Vol. 21, No. 281 Headlines 190 SOUTH STREET: Sale of Morristown Property for $3.2M Approved 4 C'S RENTALS: Hires Elite Residential as Real Estate Broker 470 W 42 STREET: Case Summary & 20 Largest Unsecured Creditors 488-486 LEFFERTS: TBD Buying Brooklyn Property for $2.1 Million 760 LONG POND ROAD: Hires HUNT as Real Estate Broker A&B LODGING THREE: Hires Eubanks Law as Attorney ACHQ INC: Hires McIntyre Thanasides Bringgold as Counsel ACHQ INC: Wants to Use Cash Collateral to Maintain Business AIAD SAMUEL: Trustee's Sale of Personal Property by Auction Okayed AJUBEO LLC: Has Final OK to Use Bank's Cash Collateral ALL PEOPLE: U.S. Trustee Unable to Appoint Committee ALLY FINANCIAL: Mid-Cycle Dodd-Frank Act Stress Test 2017 AMERICAN TANK: U.S. Trustee Forms 2-Member Committee AMIGO PAT TEXAS: Exclusive Plan Filing Deadline Moved to Oct. 20 APPVION INC: Hires Prime Clerk as Claims and Noticing Agent APPVION INC: Proposes $325.2 Million of Financing From PJT AUTHENTIC GELATO: Hires Bryan Cave as Bankruptcy Counsel AUTHENTIC GELATO: Hires Resurgence Financial as Investment Banker B & B METALS: Oct. 31 Disclosure Statement Hearing B N EMPIRE: U.S. Trustee Unable to Appoint Committee BAITY'S PRECISION: Hires Gardner as Attorney Replacing Knight Law BARBARA MAGNUSSON: Trustee Selling Spring Lake Property for $2.9M BCL ONE: Case Summary & 2 Unsecured Creditors BINDER & BINDER: Sale of Interests in SSA Cases to Advocator Okayed BLUE MOON HOTEL: Hires Avrach & Company as Accountant BOEGEL FARMS: Proposes Auction of Kearney Properties BRAZILIAN BUFFET: Hires Avram D. White as Counsel BREITBURN ENERGY: Equity Committee Wants Exclusivity Terminated BRONX MIRACLE GOSPEL: Hires Colasanti & Iurato as Accountant C&C ALCOSER: Hires Johnny W. Thomas as Counsel CAMPBELLTON-GRACEVILLE: Committee Hires Investigative Assistant CAPITAL ONE: Fitch Affirms 'BB' Preferred Stock Rating CAPITOL SUPPLY: Hires Shraiberg Landaue as Bankruptcy Counsel CHARLES SILLER: Spiller Entitled to Contingent Fee, 9th Cir. Says CITIZENS FINANCIAL: Fitch Affirms BB- Preferred Stock Rating CITY WIDE INVESTMENTS: Wins Clawback Suit vs City of Milwaukee COCOA SERVICES: Sale of All Assets JB Cocoa for $8.4M Approved COLUMBIA LAWRENCE: Columbia Buying All Assets of Tower 1 for $23M COMSTOCK MINING: Tonogold Plans $20M Investment for Lucerne Project COOLTRADE INC: Voluntary Chapter 11 Case Summary COPSYNC INC: Hires Jones Walker as Special Counsel CRS REPROCESSING: Triangle Buying All Assets for $25M Credit Bid CS360 TOWERS: Trustee's $475K Sale of Condo Unit Okayed CYTORI THERAPEUTICS: Amends Units Subscription Rights Prospectus DAVID CHAMBERLAIN: 374 Amory Buying Amory Property for $30K DAVID LUTHER: Sale of Keller Property to Peabody for $492K Approved DIAMOND CONTRACT: Hires McDowell Posternock as Counsel DIAMOND SHINE: L.C. Nixon Buying Allegany Property for $210K DIAMOND SHINE: L.C. Nixon Buying Allegany Property for $567K DIAMOND SHINE: Wallses Buying La Vale Property for $575K DIGITILITI INC: Names Mark Miller as New President and CEO DIOCESE OF NEW ULM: Wants Plan Exclusivity Extended to Feb. 26 E&E LANDSCAPING: Hires Brian W. Hofmeister as Attorney EDUARDO HERRERA: Creditors Seek Appointment of Ch. 11 Trustee ELENA DELGADILLO: Trustee's $370K Sale of Oakland Property Okayed ENERGY TRANSFER: Fitch Assigns BB+ Rating to New Secured Notes ENERGY3 LLC: Hires Ring & Ring as Accountant EVIO INC: Now Trading Under Ticker Symbol "EVIO" EXCO RESOURCES: Restructures Incentive Plans to Retain Key Workers FAMILY CHILD CARE: Kennamer Buying Two 2008 Chevy Buses for $16K FITNESS UNLIMITED: U.S. Trustee Unable to Appoint Committee FREESEAS INC: Appoints New Chief Financial Officer and Director GARBER BROS: Hires Zeisler & Zeisler as Litigation Counsel GARDA WORLD: Fitch Affirms B+ Long-Term IDR; Outlook Stable GENON ENERGY: Disclosures Approved; Nov. 13 Plan Hearing Set GENON ENERGY: Exclusive Plan Filing Deadline Moved to April 12 GLOBAL EMPOWERMENT: Taps CBRE Inc. as Appraiser GOLDEN DAY SCHOOLS: Taps Leslie Cohen Law as Bankruptcy Counsel GOODRICH PETROLEUM: 5 Parties Realigned as Additional Plaintiffs GRANDPARENTS.COM INC: Liquidating Trustee Taps Akerman as Counsel GREAT FALLS DIOCESE: Hires Moulton Bellingham as Special Counsel GREEN TERRACE: Wants Davenport to Continue as Property Manager GROUP 701: Del Lago Buying Dallas Commercial Building for $1.8M GST AUTOLEATHER: Oct. 13 Meeting Set to Form Creditors' Panel GST AUTOLEATHER: Wants to Obtain $25M in Financing From Royal Bank GUIDO DIMITRI: 2450, LLC Buying Winchester Property for $304K GULFMARK OFFSHORE: Expects to Emerge from Chapter 11 in 30 Days HAGHIGHI FAMILY: U.S. Trustee Unable to Appoint Committee HAMPSHIRE GROUP: Liquidation Plan Declared Effective HANSELL/MITZEL: Sale of Mount Vernon Property for $145K Approved HHGREGG INC: Exclusive Plan Filing Deadline Moved to Nov. 6 HILTZ WASTE: Trustee's Sale of All Assets to Hometown for $3M OK'd HOUSTON AMERICAN: Unveils Recent Developments in Reeves County I-LIGHTING LLC: Exclusive Plan Filing Deadline Moved to Dec. 12 IRONCLAD PERFORMANCE: Committee Objects to DIP Financing Motion IRONCLAD PERFORMANCE: Hires Craig-Hallum as Financial Advisor JOHN BATISTA: Dermotta Buying Sewickley Property for $260K JOHNNY CHIMPO II: U.S. Trustee Unable to Appoint Committee KEYCORP: Fitch Affirms 'BB' Preferred Stock Rating KY LUBE: Hires Seiller Waterman as Counsel LARKIN EXCAVATING: Sale of All Assets to Flat Land for $2M Approved LEVERETTE TILE: U.S. Trustee Unable to Appoint Committee LIBERTY ASSET: Sale of Arcadia Property to South Lake for $10M OK'd LITTLE SAIGON: Sale of All Assets to Lucky Taro for $600K Approved LUVU BRANDS: Posts $203,000 Net Income in Fiscal 2017 LW RETAIL: Case Summary & 5 Unsecured Creditors M&T BANK: Fitch Affirms BB+ Preferred Stock Rating MARINA BIOTECH: Appoints Amit Shah as Chief Financial Officer MCCLATCHY CO: Chatham Funds Hold 7.5% of Shares as of Aug. 31 MERIDIAN MEDICAL SYSTEMS: Court Denies K. Carr's Second Appeal MONTCO OFFSHORE: Breach of Contract Suit vs. Black Elk Dismissed MRI INTERVENTIONS: AIGH Investment Has 4.9% Stake as of Oct. 3 MRI INTERVENTIONS: May Issue 1.8M Shares Under 2013 Incentive Plan MRI INTERVENTIONS: Seven Directors Elected by Stockholders NATIONAL TRUCK: Gear & Axel, Bollier Appointed to Committee NET ELEMENT: All Seven Proposals Approved at Annual Meeting NET ELEMENT: Effects Stock Split to Regain Nasdaq Compliance NEW COVENANT PAINTING: Hires Smith & Taylor as Accountant NOLES PARTNERS: Wants to Use D McClain's Cash Collateral NUTRITION RUSH: Sale of Retail Stores Inventory for $19K Approved PAC ANCHOR TRANSPORTATION: Hires Trojan and Company as Accountant PARADISE WINE: Hires Joseph Striegel as Accountant PARALLAX HEALTH: Incurs $2.02M Net Loss in June 30 2016 Quarter PARAMOUNT BUILDING: U.S. Trustee Forms Three-Member Committee PARSLEY ENERGY: Moody's Rates $600MM Senior Unsecured Notes B2 PARSLEY ENERGY: S&P Rates New $60MM Sr. Unsecured Notes 'BB-' PATIO MARKET: Hires Robert Bassel as Bankruptcy Counsel PEEKAY BOUTIQUES: Files Joint Plan and Disclosure Statement PERFUMANIA HOLDINGS: No Longer Obliged to File Periodic Reports PFO GLOBAL: Trustee Seeks Approval of Plan Support Agreement PREMIER MARINE: Wants Plan Filing Period Extended to Dec. 8 QUADRANT 4: Court Approves Key Employee Incentive Program QUEST SOLUTION: Inks One-Year Employment Agreement with CFO REGIONS FINANCIAL: Fitch Raises Preferred Stock Rating to BB- RITE AID: Moody's Confirms B2 Corporate Family Rating ROCKY PINE: Sale of 2015 Ford Super Duty Truck for $39K Approved ROOT9B HOLDINGS: Nasdaq Appeal Hearing Set for Nov. 16 RUBY TUESDAY: Amends Fiscal 2017 Annual Report to Add Part III RUE21 INC: Court Lifts Stay as to Garrison in J.Trujillo Suit SCPD GRAMERCY: MW Capital Buying Project Assets for $110K SEADRILL LIMITED: Hires Conyers Dill as Special Bermuda Counsel SEADRILL LIMITED: Hires Jackson Walker as Co-Counsel SEADRILL LIMITED: Hires Thommessen as Special Norwegian Counsel SEADRILL LIMITED: Seeks to Hire Ordinary Course Professionals SEANERGY MARITIME: Vessel Refinancing Results in $11.4-M Gain SEARS CANADA: CCAA Stay Period Extended to Nov. 7 SEARS HOLDINGS: Borrows Additional $100 Million from Lenders SED INTERNATIONAL: Wants Plan Filing Deadline Moved to March 9 SEMLER SCIENTIFIC: Stockholders Elect Sole Class II Director SHEET METAL AIR: Hires John Leeper as Special Tax Counsel SHIRAZ HOLDINGS: Hires Miles Goldstein as Real Estate Broker SHOOT THE MOON: Ch. 11 Trustee Hires Cotner as Special Counsel SOCO REAL ESTATE: Proposed Sale of Austin Property for $1.5M Denied SOUTHERN TV: Sale of TV Licenses to Winemiller for $1.2M Approved SPI ENERGY: Appointed Lu Qing as Director STOLLINGS TRUCKING: $40K Sale of 2005 Caterpillar Bulldozer OK'dd STW RESOURCES: Bid to Dismiss Power Up Suit Denied SUNEDISON INC: Court Approves Bid Procedures for Sherman Property SUNSET PARTNERS: Chapter 11 Trustee Hires Casner as Counsel TALOOK ENTERTAINMENT: Hires Kerney Law as Chapter 11 Counsel THO VAN PHAN: Sale of Fountain Valley Property for $865K Approved TIMOTHY MCCLINCY: Sale of Federal Way Property for $420K Approved TRUE RELIGION: Reorganization Plan Wins Confirmation UNI-PIXEL INC: Hires McNutt Law as Bankruptcy Counsel UNION COUNTY TRANSPORT: Hires Berger as Bankruptcy Counsel UPLIFT RX: Hires Nelson Mullins as Special Counsel US COAL: Prepetition Collateral Subject to Carve-Out for Prof. Fees VANITY SHOP: Media Options, Maurices Sign Deal to Buy IP Assets VERACRUZ INVESTMENTS: Hires Kenny and Associates as Appraiser WALTER INVESTMENT: Barclays Hikes Ditech Facility $250 Million WASHINGTON MCLAUGHLIN: Wants Plan Filing Extended by 90 Days WAYNE T. HEATH: Hires Roussos Glanzer as Counsel WESTINGHOUSE ELECTRIC: Seeks Up to $8.3-Mil. in Incentive Bonuses WILLIAM WILLIS: Sale of Marina Property to Brawner for $3.8M Okayed WILLIAMS FINANCIAL: Claims Filing Deadline Set for November 27 [^] BOND PRICING: For the Week from October 2 to 6, 2017 ********* 190 SOUTH STREET: Sale of Morristown Property for $3.2M Approved ---------------------------------------------------------------- Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey authorized 190 South Street Realty Holdings, L.P.'s private sale of real property identified on the tax maps of the Town of Morristown, Morris County, New Jersey as Block 4601, Lot 11, more commonly referred to as 190 South Street, Morristown, New Jersey, to 190 South Street, LLC, for $3,200,000. The Contract has been modified on the record at the hearing by the Purchaser agreeing to waive due diligence and any contingencies with closing to occur on Oct. 15, 2017, time of the essence. The transfer of the Property to the Purchaser will be free and clear of all liens, claims and encumbrances. At Closing on the sale, the Debtor will remit to TLR-V the amount due to TLR-V, which is the allowed proof of claim in the amount of $909,619 (comprised of the judgment amount of $894,727, and post-judgment interest of $14,892) plus interest accruing at the rate of 2.25% per annum on the $894,727 portion of the TLR-V Claim from the petition date to the date of the Closing. In addition, at Closing, any and all other liens on Property will be paid from the closing proceeds; provided, however, notwithstanding these payments, the Debtor will retain the right to contest these claims or liens. Michele Andre Laracy-Bowen of Weichert Commercial Brokerage, Inc.'s commission for broker services in the amount of $75,000 be and is approved and will be paid at the Closing from the closing proceeds. In the event that Purchaser does not close on Oct. 15, 2017, then Pendant Capital, LLC will have, in its sole discretion, the right to purchase the Property, "as is" with no contingencies or due diligence, for a purchase price of $3,200,000 with the closing to take place on Oct. 19, 2017, time of the essence. In such instance, the Purchaser is directed to provide Pendant with the Purchaser's title work and survey relating to the Property. The Order is a final order in accordance with Rule 8001(a) of the Federal Rules of Bankruptcy Procedure. Notwithstanding the provisions of Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, the Order will be effective immediately and will not be stayed for any reason. The Debtor may proceed with a closing with Purchaser or Pendant, as the case may be, immediately subsequent to the entry of the Order. About 190 South Street Realty 190 South Street Realty Holdings, L.P., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 15-14558) on March 16, 2015, estimating assets and liabilities of $1 million to $10 million. The petition was signed by Lawrence S. Berger, president of general partner. Judge Vincent F. Papalia presides over the case. Norris McLaughlin & Marcus, PA, is the Debtor's bankruptcy counsel. On Oct. 21, 2015, the court approved the Debtor's First Modified Plan of Reorganization and First Modified Disclosure Statement and authorized the Debtor to proceed with the solicitation of acceptances. The confirmation hearing set for Dec. 10, 2015 had been adjourned because of settlement discussions between the Debtor and TLR-V, the largest secured creditor. 4 C'S RENTALS: Hires Elite Residential as Real Estate Broker ------------------------------------------------------------ 4 C's Rentals, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Elite Residential Brokerage, as real estate broker to the Debtor. 4 C's Rentals requires Elite Residential to market and locate a tenant for the Debtor's real property located at, and known as, 31 West Suffolk Avenue, Central Islip, New York 11722. Elite Residential has agreed to accept as a commission fee the sum of one (1) month's rent, which is approximately $5,900. Leonard Saburro, a member of Elite Residential Brokerage, 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. Elite Residential can be reached at: Leonard Saburro ELITE RESIDENTIAL BROKERAGE 116 Gerard Road Yapank, NY 11980 Tel: (877) 538-3300 About 4 C's Rentals, Inc. 4 C's Rentals, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 17-75728) on September 19, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Joseph S. Maniscalco, Esq., at Lamonica Herbst Maniscalco. 470 W 42 STREET: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: 470 W 42 Street Gourmet Food, Inc. dba Treehaus 470 W. 42 Street New York, NY 10036 Type of Business: 470 W 42 Street Gourmet Food Inc. (doing business as Treehaus) is a retail food store licensed by New York State Department of Agriculture and Markets. The Debtor's substantial assets are located at 470 W. 47th Street, New York, New York 10036. 470 W 42 Street Gourmet filed the Chapter 11 case due to its pending lawsuits. The Company has one secured creditor: Newbank, c/o Meyer, Souzzi, English & Klein P.C., 990 Stewart Ave., Suite 300, Garden City, New York 11530. Case No.: 17-12801 Chapter 11 Petition Date: October 5, 2017 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Sean H. Lane Debtor's Counsel: Rosemarie E. Matera, Esq. KURTZMAN MATERA, PC 664 Chestnut Ridge Road Spring Valley, NY 10977 Tel: (845) 352-8800 Fax: (845) 352-8865 E-mail: law@kmpclaw.com Total Assets: $70,000 Total Liabilities: $3.82 million The petition was signed by Michael C. Park, the Debtor's senior manager, president and 60% shareholder. A full-text copy of the petition containing, along with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/nysb17-12801.pdf 488-486 LEFFERTS: TBD Buying Brooklyn Property for $2.1 Million --------------------------------------------------------------- 488-486 Lefferts, LLC, asks the U.S. Bankruptcy Court for the Eastern District of New York to authorize the private sale of two adjacent parcels of undeveloped land located at 488-486 Lefferts Avenue, Brooklyn, New York to TBD, LLC for $2,100,000. A hearing on the Motion is set for Nov. 6, 2017 at 10:30 a.m. The Debtor purchased the Property in 2008. As a result of the financial crisis, it was unable to develop the Property and, as a result, it was unable to pay its lender Madison Park Investors, LLC ("Bank") which claimed to hold a mortgage against the Property. In 2009 the Bank sued on the loan note in New York State Supreme Court, Richmond County and obtained a money judgment in the amount of $835,640. In 2013, the Bank, based on the Richmond County Judgment and the Mortgage, sought to foreclose on the property in New York State Supreme Court, Kings County . Thereafter, the Mortgage and the Foreclosure Action were assigned to Vintage Equities Corp. With great assistance from the Court, the Debtor and Vintage Equities, and Fay Capital Corp. (which claimed a contract to purchase the Property for $1.375 million), entered into a formal Settlement Agreement, which they executed on May 25, 2017, and which was approved by the Court following the Debtor's Rule 9019 motion for such approval. Pursuant to the 9019 Settlement: (i) Vintage's claim, designated as Claim Number 7 was deemed modified to an allowed secured claim in the sum of $1,399,804; and (ii) in the event the Allowed Secured Claim is not fully paid by Nov. 10, 2017, the Debtor and each of its members, hereby irrevocably agreed to not oppose any motion by Vintage for relief from the automatic stay to complete the Foreclosure Action, except that it was also expressly agreed that under no circumstances will a foreclosure sale take place prior to May 10, 2018. By order of the Court dated Aug. 1, 2016, the Court approved the retention Ariel Property Advisors, LLC. Ariel marketed the Property and brought the Buyer, who is willing to pay $2.1 million with a time of the essence closing date of Nov. 30, 2017. The Buyer has deposited $105,000 in escrow with the Debtor's attorney as a deposit on the proposed contract. The Proposed Sale will generate sufficient funds to satisfy all the creditors and provide payment to equity holders. The material terms of the Sale Agreement are: a. Purchase Price: $2,100,000 b. Payment: (i) $105,000 will be paid to and held in escrow concurrent with entering into the Proposed Purchase Agreement c. Time of the Essence Closing Date of Nov. 30, 2017. d. Court Authorization and Approval: The Court authorizes and approves the sale, transfer and conveyance of the Premises to Purchaser free and clear of all Liens, Claims and Encumbrances of any kind or nature, with all Liens, Clams and Encumbrances to attach to the proceeds of the sale of the Premises. e. Finding of bona fide Purchaser (Section 363(m)): The Court finds and determines that the Purchaser is a bona fide purchaser for value entitled to the protections of Section 363(m) of the Bankruptcy Code. f. Waver of Stay: The Order provides that any stay that would otherwise be applicable pursuant to Bankruptcy Rules 6004(h) or otherwise under the Bankruptcy Code will be waived to the extent necessary to permit a Closing as soon as possible after entry of the Sale Order. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/488-486_Lefferts_87_Sales.pdf The Debtor filed a second Disclosure Statement filed on Aug. 1, 2017. On Oct. 2, 2017, the Disclosure Statement Hearing was held and the Court approved of the Disclosure Statement. A formal order approving the Disclosure Statement is pending, and a hearing on approval of the Debtor's Chapter 11 Plan is to be held on Nov. 6, 2017 at 10:30 a.m. The Disclosure Statement and Plan contemplate a 100% payout to all creditors, and a sales price of $2.1 million would enable Debtor to make such a payout, with hundreds of thousands of dollars left over for equity holders, all of whom have approved of the sale. As demonstrated, the Debtor submits that the private sale is appropriate, as the proceeds of the sale will be more than ample to satisfy all creditors in full and leave a several hundred thousand dollars to equity. Thus, the only parties that could possibly be prejudiced in any manner from the private sale would be the equity holders, who unanimously support the sale. Moreover, as the Court is aware, the 9019 Stipulation places time constraints on the time to close which are inconsistent with a bidding process. Accordingly, the Debtor asks the Court to approve the relief sought. The Purchaser is represented by: Avi Weisel, Esq. THE LAW OFFICES OF ABRAHAM WEISEL ESQ. PLLC 4309 13th Ave. Brooklyn, NY 11219 Telephone: (718) 437-6900 E-mail: av.weisel@gmail.com legal@weisellaw.com About 488-486 Lefferts LLC Headquartered in Richmond Hill, New York, 488-486 Lefferts LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-42716) on June 10, 2015, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Nir Zeer, managing member. Edward N. Gewirtz, Esq., at Bronstein, Gewirtz & Grossman, LLC, serves as the Debtor's bankruptcy counsel. Jay Gelbein and Company is the Debtor's accountant and financial advisor. On Sept. 9, 2016, the Debtor filed a disclosure statement and proposed Chapter 11 plan of reorganization. On Aug. 1, 2016, Ariel Property Advisors, LLC was appointed as Real Estate Broker. The Debtor filed a second disclosure statement filed on Aug. 1, 2017. Approval of the Plan is set for Nov. 6, 2017 at 10:30 a.m. 760 LONG POND ROAD: Hires HUNT as Real Estate Broker ---------------------------------------------------- 760 Long Pond Road, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of New York to employ HUNT Real Estate ERA, as real estate broker to the Debtor. 760 Long Pond requires HUNT Real to market and sell the Debtor's property located at 760 Long Pond Road, Town of Greece, New York. HUNT Real will be paid a commission of 6% of the purchase price. Catherine A. Peters, associate of HUNT Real Estate ERA, 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. HUNT Real can be reached at: Catherine A. Peters HUNT REAL ESTATE ERA 1100 Long Pond Road, Suite 111 Rochester, NY 14626 Tel: (585) 672-1660 About 760 Long Pond Road, LLC 760 Long Pond Road, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 17-20746) on July 10, 2017. Richard M. Orczyk, its 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 less than $500,000. A&B LODGING THREE: Hires Eubanks Law as Attorney ------------------------------------------------ A&B Lodging Three, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Eubanks Law Firm, PC, as counsel to the Debtor. A&B Lodging requires Eubanks Law to: a. prepare and file bankruptcy statements and schedules, negotiate cash collateral orders; b. prepare disclosure statements and plan of reorganization; c. negotiate with creditors regarding claims; and d. appear in the Bankruptcy Court, and provide general legal and bankruptcy advice and representation. Eubanks Law will be paid at these hourly rates: Attorneys $250 Paralegals $65 Eubanks Law received a retainer of $7,533, including the filing fees, paid by Anjuben Patel and Sunilkumar Patel. Eubanks Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Barry W. Eubanks, its member of Eubanks Law Firm, 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. Eubanks Law can be reached at: Barry W. Eubanks, Esq. EUBANKS LAW FIRM, PC 209 Chilhowee School Road, Suite 16 Seymour, TN 37865 Tel: (865) 299-4023 About A&B Lodging Three, LLC A&B Lodging Three, LLC owns in fee simple interest a motel & living quarters located in Dandridge, Tennessee, valued by the Company at $2.07 million. It generated gross revenue of $467,673 in 2016 and gross revenue of $468,968 in 2015. A&B Lodging Three, LLC, based in Dandridge, Tenn., filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 17-32968) on September 27, 2017. The Hon. Suzanne H. Bauknight presides over the case. Barry W. Eubanks, Esq., at Eubanks Law Firm, PC., serves as bankruptcy counsel. In its petition, the Debtor estimated $2.27 million in assets and $1.98 million in liabilities. The petition was signed by Ajay Khatri, member. ACHQ INC: Hires McIntyre Thanasides Bringgold as Counsel -------------------------------------------------------- ACHQ, Inc. seeks authority from the US Bankruptcy Court for the Middle District of Florida, Tampa Division, to employ McIntyre Thanasides Bringgold Elliott Grimaldi & Guito, P.A. as counsel. Professional services to be rendered by McIntyre: a. render legal advice with respect to the Debtor's powers and duties as debtor-in-possession, the continued operation of its business and/or the management of its property; b. prepare on behalf of the Debtor any necessary petitions, motions, applications, answers, orders, reports, and other legal papers; c. appear before the Bankruptcy Court and the United States Trustee to represent and protect the interests of the Debtor; d. take all necessary legal steps to confirm a plan of reorganization; e. represent the Debtor in all adversary suits, contested matters and matters involving administration of this case; f. represent the Debtor in any negotiations with potential financing sources and preparing contracts, security instruments, or other documents necessary to obtain financing; g. take any necessary action to recover any voidable transfers and to avoid any liens against the Debtor's property obtained within 90 days of the filing of the petition in Chapter 11 and at a time when the Debtor was insolvent; h. enjoin or stay any and all suits against the Debtor affecting the debtor-in-possession's ability to continue in business or affecting property in which the Debtor has equity; i. perform all other legal services that may be necessary for the proper preservation and administration of this Chapter 11 case. The Debtor has agreed to pay McIntyre fees and costs on a monthly basis subject to counsel filing interim applications for payment of such fees and costs, and subject to court approval. James W. Elliott, member of McIntyre Thanasides Bringgold Elliott Grimaldi & Guito, P.A., attests that neither he nor any member of the MT Firm has any connection with the Debtor, its creditors, the United States Trustee, or any other party with an actual or potential interest in this Chapter 11 case or their respective attorneys or accountants. The Firm can be reached through: James W. Elliott, Esq. MCINTYRE THANASIDES BRINGGOLD ELLIOTT GRIMALDI & GUITO, P.A. 500 E. Kennedy Blvd., Ste. 200 Tampa, FL 33602 Tel: 813-223-0000 Fax: 813-899-6069 Email: james@mcintyrefirm.com About ACHQ, Inc. ACHQ, Inc. provides electronic check and payment processing solutions to Fortune 500 companies and small businesses. ACHQ, Inc. filed a chapter 11 petition (Bankr. M.D. Fla. Case No. 17-08043) on September 18, 2017. James W. Elliott at McIntyre Thanasides Bringgold Elliott Grimaldi & Guito, P.A. represents the Debtor as counsel. The Debtor estimates less than $1 million in assets and liabilities. ACHQ INC: Wants to Use Cash Collateral to Maintain Business ----------------------------------------------------------- ACHQ, Inc., seeks permission from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral, nunc pro tunc to the Petition Date. The Debtor believes that Strategic Funding Source Inc., claims a perfected security interest and liens on, among other assets, the Debtor's account and accounts receivables, contracts, and other forms of obligations, which constitute the Secured Creditors' cash collateral pursuant to UCC-1 financing statement 201701455143 filed with the Florida Department of State's Secured Transactional Registry. The Debtor further believes that Kabbage Inc. claims a perfected security interest and liens on, among other assets, the Debtor's proceeds and future receivables pursuant to a UCC-1 financing statement 201702234892 filed with the Florida Department of State's Secured Transactional Registry. The Debtor intends to provide Strategic Funding and Kabbage ("Secured Creditors") with replacement liens to the same extent and validity as held by Secured Creditors prepetition and other terms as set forth in the proposed Interim court order authorizing use of cash collateral. The Debtor proposes to use cash collateral for the continued operation of the business and for the care, maintenance and preservation of the Debtor's assets. Except as specifically authorized by law, court order, or an agreement by and between the Secured Creditors and the Debtor, the Debtor will not use cash collateral to pay prepetition obligations. The Debtor requests authority to use cash collateral immediately to fund the operating expenses necessary to continue the operation of the business and to maintain the estate, to maximize the return on its assets, and to otherwise avoid irreparable harm and injury to its business and the estate. The interest of the Secured Creditors will be adequately protected by the Debtor's continued operation. The Debtor further alleges that all conditions precedent to the use of the Cash Collateral have been performed or have occurred. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/flmb17-08043-15.pdf Headquartered in Palmetto, Florida, ACHQ, Inc., filed for Chapter 11 bankruptcy proteciton (Bankr. M.D. Fla. Case No. 17-08043) on Sept. 18, 2017, estimating its assets at between $50,001 and $100,000 and its liabilities at between $500,001 and $1 million. James W Elliott, Esq., at McIntyre Thanasides Bringgold, et al., serves as the Debtor's bankruptcy counsel. AIAD SAMUEL: Trustee's Sale of Personal Property by Auction Okayed ------------------------------------------------------------------ Judge Michael S. McManus of the bankruptcy case of Aiad and Hoda Samuel, asks the U.S. Bankruptcy Court Eastern District of California authorized Scott M. Sackett, the duly-appointed Chapter 11 trustee for the Debtors, to sell personal property located at the shopping center at 944, 946, and 970-998 Oak Lane, Rio Linda, California by public auction to be conducted by Tranzon Asset Strategies. A hearing on the Motion was held on Sept. 25, 2017. The Auctioneer may be compensated through the "Buyer's Premium," to be paid by the ultimate buyer(s) of the property, and not through sale proceeds. The Trustee is authorized to pay the Auctioneer's expenses for labor (not to exceed $4,500), marketing (not to exceed $2,500), and other miscellaneous expenses out of the sale proceeds. To facilitate a prompt sale of the Personal Property on Oct. 10, 2017, the provisions of Federal Rule of Bankruptcy Procedure 6004(h) are waived so that the Order will be effective and enforceable immediately upon entry. About the Samuels Aiad Samuel and Hoda Samuel filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21585) on March 15, 2016. The Debtors' principal business enterprise is real estate management and leasing. On May 10, 2016, the Court approved the appointment of Scott M. Sackett as the Chapter 11 Trustee for the Debtors' Estate. Attorneys for the Chapter 11 Trustee: Donald W. Fitzgerald Jason E. Rios, Esq. FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP 400 Capitol Mall, Suite 1750 Sacramento, CA 95814 Telephone: (916) 329-7400 Facsimile: (916) 329-7435 E-mail: dfitzgerald@ffwplaw.com jrios@ffwplaw.com AJUBEO LLC: Has Final OK to Use Bank's Cash Collateral ------------------------------------------------------ The Hon. Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for the District of Colorado has entered a stipulated final order authorizing Ajubeo, LLC, to use cash collateral of Silicon Valley Bank. As reported by the Troubled Company Reporter on Sept. 22, 2017, the Debtor filed a motion seeking permission to use cash collateral to fund its ordinary course operations, and to fund the payment of administrative expenses in accordance with the Budget. The Debtor may use the Lender's cash and non-cash collateral solely to pay its ordinary and necessary business expenses, as well as costs and expenses to be incurred in connection with the Debtor's asset sale, all as set forth in the budget. The Debtor warrants and represents that the Budget includes all reasonable, necessary, and foreseeable expenses to be incurred in connection with the Chapter 11 case and the operation of the Debtor's business for the period set forth in the Budget, including, without limitation, all costs and expenses to be incurred in connection with the Debtor's asset sale. In no event shall the Debtor use any of the Lender's cash collateral to pay any items: (i) not contained in the Budget, except as approved by the Court after written notice to the Lender and a hearing or after written request to the Lender and the Lender's written consent; (ii) in excess of 115% of the amount set forth in the Budget, in the aggregate, cumulative from the Petition Date; and (iii) in advance of the week in which the expense is scheduled to be paid under the Budget, except as approved by the Court after written notice to the Lender and a hearing or after written request to the Lender and the Lender's written consent. The Debtor agrees not to knowingly or intentionally incur any administrative expenses other than as set forth in the Budget, exclusive of professional fees approved by the Court pursuant to 11 U.S.C. Section 330, 331, or 503(b) and fees payable pursuant to 28 U.S.C. §1930, without the prior written consent of the Lender or approval by the Court after notice to the Lender and a hearing. In the event that the PrePetition Indebtedness is not repaid in full on or before Nov. 10, 2017, Lender and Debtor may, without further order of the Court, agree to an extended Budget governing the Debtor's use of cash and non-cash collateral until the pre-petition indebtedness has been repaid in full. The Debtor's use of cash and non-cash collateral during the extended Budget period will in all respects by governed by the terms of the court order. Upon the indefeasible repayment in full in cash of all obligations under the loan documents, the Lender's liens and security interests on the collateral will be automatically terminated. The Lender and Integrity Capital Income Fund, Inc., are each granted security interests to the extent of any diminution in the value of their cash and non-cash collateral in all of the Debtor's postpetition assets, including, but not limited to, accounts, inventory, equipment, general intangibles, and goods, motor vehicles, real estate, leases, and leasehold interests as well as all products and proceeds thereof. The liens granted to the Lender and Integrity herein may not be primed by any other lien or encumbrance, whether by order of the Court or the passage of time. The liens and security interests granted herein will be deemed valid and perfected notwithstanding the requirements of non-bankruptcy law with respect to perfection, and although not required of the Lender or Integrity, the automatic stay imposed by Section 362 of the U.S. Bankruptcy Code is hereby modified to the extent necessary for the Lender to perfect the security interest granted herein. The post-petition grant of the security interest will be supplemental of, and in addition to, the security interests which the Lender and Integrity possess pursuant to the Loan Documents and the Integrity Loan Documents, respectively. The post-petition collateral will not include any cause of action or proceeds thereof recovered pursuant to Chapter 5 of the Bankruptcy Code. In addition to, and without limiting, the foregoing, the Lender is granted a perfected security interest in all deposit accounts and cash held in the Debtor's name, including without limitation, at Wells Fargo Bank, N.A. The Lender will be automatically deemed to have control over all the accounts and the cash therein, and the security interest granted will be perfected, valid and enforceable in favor of the Lender without a deposit account control agreement among the Debtor, the Lender, and any depository institution. The Debtor and any depository institution holding a deposit account in the name of the Debtor will promptly enter into a deposit account control agreement with the Lender upon Lender's request. The liens and security interests granted to Lender and Integrity will attach to the post-petition collateral in the same relative priority as their respectively liens and security interests in the collateral. Starting on Sept. 11, 2017, and continuing on the first business day of each month thereafter, the Debtor will pay all interest accrued (at the non-default rate) on the outstanding principal balance of the prepetition indebtedness. The Debtor will make one principal payment to the Lender in the amount of $51,683, as and when set forth in the Budget. The Debtor's right to use its assets and use the Lender's and Integrity's cash and non-cash collateral will terminate upon the earliest of: (i) the Court does not approve and enter this Stipulated Final Order as a final order of this Court on or before Oct. 2, 2017; (ii) the Debtor's failure to maintain all necessary insurance as required, or (iii) at the Lender's option, upon the occurrence of any Termination Event. The occurrence of any one or more of the following will constitute a termination event under this Stipulated Final Order: (a) the material breach by the Debtor of any of the terms, conditions, or covenants of this Stipulated Final Order, which is not cured to the reasonable satisfaction of the Lender within five business days of receipt by the Debtor of written notice of breach from the Lender; (b) the filing by the Debtor of an objection to the Lender's claim or a complaint against the Lender concerning the prepetition indebtedness in the Court; (c) the Debtor's failure to close a sale of all or substantially all of the Debtor's assets on or before Nov. 10, 2017; (d) if the Debtor's actual monthly sales on a cumulative basis are less than 75% of the projected monthly sales on a cumulative basis, as set forth in the Budget for the period; (e) the Debtor's failure to repay all Pre-Petition Indebtedness in full by 4:00 p.m. (Denver, Colorado time) Nov. 10, 2017; (f) the appointment of a trustee for the Debtor pursuant to Section 1104 of the U.S. Bankruptcy Code; (g) the conversion of this case to a case under Chapter 7 of the Bankruptcy Code; (h) the dismissal of this case; (i) the appointment of an examiner with any of the powers of a trustee for the Debtor; or (j) the allowance of a motion for relief from the automatic stay allowing a creditor of the Debtor to foreclose upon any material asset of the Debtor. A copy of the Order is available at: http://bankrupt.com/misc/cob17-17924-125.pdf About Ajubeo, LLC Ajubeo, LLC -- https://www.ajubeo.com/ -- is a privately held provider of internet infrastructure software and equipment. Founded in 2011 and headquartered in Greater Denver Area in Boulder, Colorado, Ajubeo serves clients all over the world with datacenter hubs in Denver, New Jersey, Frankfurt, and Dusseldorf Germany. Ajubeo, LLC, filed a Chapter 11 petition (Bankr. D. Col. Case No. 17-17924) on Aug. 25, 2017. The petition was signed by Jeff Kuo, chairman of the Board of Managers. At the time of filing, the Debtor estimated $1 million to $10 million in assets and liabilities. Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck, LLP, serves as counsel to the Debtor. ALL PEOPLE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of All People International Church, Inc. as of Oct. 4, according to a court docket. All People is represented by: Gerald B Stewart, Esq. Law Office of Gerald B. Stewart 24 North Market Street, Suite 402 Jacksonville, FL 32202 Tel: (904) 353-8876 Fax: (904) 356-2776 Email: stewartlaw7272@gmail.com About All People International Church All People International Church, Inc. -- http://www.allpeopleint.org-- owns the All People International Church located in Jacksonville, Florida. It previously sought bankruptcy protection on Oct. 31, 2016 (Bankr. M.D. Fla. Case No. 16-03994). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-03003) on August 16, 2017. Arthur T. Jones, bishop, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of less than $50,000. Judge Paul M. Glenn presides over the case. Law Office of Gerald B. Stewart represents the Debtor as bankruptcy counsel. ALLY FINANCIAL: Mid-Cycle Dodd-Frank Act Stress Test 2017 --------------------------------------------------------- Ally Financial Inc. furnished with the Securities and Exchange Commission the Company's Mid-Cycle Dodd-Frank Act Stress Test 2017 - Estimates in the Severely Adverse Scenario. As required under the rules published by the Federal Reserve to address the Dodd-Frank Act Stress Test requirements, Ally Financial Inc. is providing a summary of 2017 mid-cycle stress test results under the Severely Adverse scenario. The stress test results were submitted to the Federal Reserve on Oct. 5, 2017, and cover a nine-quarter planning horizon beginning in the third quarter of 2017 and continuing through the third quarter of 2019. The Severely Adverse scenario considers a recession that has a level of severity comparable to the most severe post-war U.S. recession and also includes multiple idiosyncratic operational risk events that directly impact Ally's operations. As demonstrated through numerous stress tests over the past several years, Ally's business model is adequately positioned to withstand the effects of a severely stressed macroeconomic environment. The following summary of projected impacts to profitability, loss rates, and capital position reflects the assumptions and severity of the 2017 scenario developed by Ally. It is important to note that this scenario is not a forecast of Ally's business operations or financial condition, but rather a hypothetical scenario designed to assess the strength of Ally and its resilience to severely adverse economic conditions should they occur. The results suggest that Ally's performance would deteriorate in the Severely Adverse scenario due to increased provision for credit losses, reduced business volumes, net interest margin compression, and market and operational risk related losses. However, Ally would continue to meet all contractual obligations to creditors, counterparties, and bondholders and would exceed all regulatory capital requirements. A full-text copy of the regulatory filing is available at: https://is.gd/7sgslM About Ally Financial Inc. Ally Financial Inc. (NYSE: ALLY), formerly GMAC Inc., is a digital financial services company and a top 25 U.S. financial holding company offering financial products for consumers, businesses, automotive dealers and corporate clients. Ally's legacy dates back to 1919, and the company was redesigned in 2009 with a distinctive brand, innovative approach and relentless focus on its customers. Ally has an award-winning online bank (Ally Bank Member FDIC and Equal Housing Lender), which offers deposit, mortgage and credit card products, one of the largest full service auto finance operations in the country, a complementary auto-focused insurance business, a growing digital wealth management and online brokerage platform, and a trusted corporate finance business offering capital for equity sponsors and middle-market companies. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. Ally reported net income of $1.1 billion for the year ended Dec. 31, 2016, compared to net income of $1.28 billion for the year ended Dec. 31, 2015. * * * As reported by the TCR on Oct. 14, 2016, S&P Global Ratings said it revised its outlook on Ally Financial to stable from positive and affirmed the 'BB+' long-term issuer credit rating. "The revised outlook reflects weakening credit conditions in the vehicle finance industry, in our view, which represents the majority of Ally's business," said S&P Global Ratings credit analyst Matthew Carroll. As reported by the TCR on Oct. 3, 2016, Fitch Ratings has affirmed Ally Financial's Long-Term Issuer Default Rating at 'BB+', Viability Rating (VR) and 'bb+' and Short-Term IDR at 'B'. The Rating Outlook is Stable. The rating actions have been taken as part of Fitch's periodic peer review of U.S. consumer lending-focused internet banks, which comprises four publicly rated firms. AMERICAN TANK: U.S. Trustee Forms 2-Member Committee ---------------------------------------------------- Henry Hobbs, Jr., acting U.S. trustee for Region 5, on Oct. 4 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of American Tank Company, Inc. The committee members are: (1) Kelley Construction, Inc. William Roberts 12550 Lake Station Place Louisville, KY 40299 Phone: (502) 239-2848 Email: wroberts@kelleyconstruction.com (2) L.F. Manufacturing, Inc. P.O. Box 578 Giddings, TX 78942 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 American Tank Company Inc. American Tank Company, Inc. specializes in fabrication, design, erection, disassembly, inspection and maintenance of API 12B and AWWA D103 Bolted Tanks. The Debtor, based in New Iberia, Louisiana, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 17-51160) on September 5, 2017. The Debtor is a small business debtor as defined in 11 U.S.C. Section 101(51D). In its petition, the Debtor estimated $1.76 million in assets and $1.83 million in liabilities. The petition was signed by Larry J. Romero, its president. Judge Robert Summerhays presides over the case. William C. Vidrine, Esq., at Vidrine & Vidrine, PLLC, serves as bankruptcy counsel. The Debtor hired Fran R. Henderson, as its accountant. AMIGO PAT TEXAS: Exclusive Plan Filing Deadline Moved to Oct. 20 ---------------------------------------------------------------- The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas has further extended, at the behest of Amigo PAT Texas LLC, the exclusive period for the Debtor to file a plan of reorganization through and including Oct. 20, 2017, and the exclusive period for the Debtor to obtain acceptances of a plan through and including Dec. 29, 2017. As reported by the Troubled Company Reporter on Sept. 15, 2017, the Court further extended, at the behest of the Debtor, the exclusive period for the Debtor to file a plan through and including Sept. 29, and the exclusive period for the Debtor to obtain acceptances of a plan through and including Dec. 8. About Amigo PAT Texas Amigo PAT Texas LLC, based in Houston, Texas, provides industrial and municipal cleaning services, along with video and sonar inspection services. Amigo PAT Texas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-32169) on April 7, 2017. The Debtor estimated $1 million to $10 million in both assets and liabilities as of the bankruptcy filing. Charles L. McDaniel, sole member and manager, signed the petition. The Hon. Jeff Bohm presides over the case. Aaron J. Power, Esq., at Porter Hedges LLP, serves as bankruptcy counsel to the Debtor. APPVION INC: Hires Prime Clerk as Claims and Noticing Agent ----------------------------------------------------------- Appvion, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC, as claims and noticing agent to the Debtors. Appvion, Inc. requires Prime Clerk to: a. prepare and serve required notices and documents in the bankruptcy case in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtor and the Court, including (i) notice of the commencement of the case and the Chapter 11 case and the initial meeting of creditors under the Bankruptcy Code, (ii) notice of any claims bar date, (iii) notices of transfer of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtor's plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan and (vii) all other notices, orders, pleadings, publications and other documents as the Debtor or Court may deem necessary or appropriate for an orderly administration of the Chapter 11 case; b. maintain an official copy of the Debtor's schedules of assets and liabilities and statement of financial affairs, listing the Debtor's known creditors and the amounts owed thereto; c. maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a core mailing list consisting of all parties described in sections 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; updated said lists and make said lists available upon request by a party-in-interest or the Clerk; d. furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by the bankruptcy Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; e. maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; f. for all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket number and title of the pleading served, (ii) a list of persons to whom it was mailed, in alphabetical order, with their addresses, (iii) the manner of service ,and (iv) the date served; g. process all proofs of claim received, including those received by the Clerk's Office, and check said processing for accuracy, and maintain the original proofs of claim in a secure area; h. maintain the official claims register for the Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Register; and specify in the Claims Registers the following information for each claim docketed (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classifications of the claim, (vi) the applicable Debtor, and (vii) any disposition of the claim; i. provide public access to the Claims Registers, including complete proofs of claim with attachments, if any, without charge; j. implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; k. record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); l. relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Kurtzman, not less than weekly; m. upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the claims register for the Clerk's review; n. monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and changes to the claims register; o. identify and correct any incomplete or incorrect addresses in any mailing or service lists; p. assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtor or the Court, including through the use of a case website and call center; q. monitor the Court's docket in the Chapter 11 case and, when filings are made in error or containing errors, alert the filing party of such error and work with them to correct any such error; r. if the Chapter 11 case is converted to Chapter 7 of the Bankruptcy Code, contact the Clerk's Office within three (3) days of the notice to Prime Clerk of entry of the order converting the case; s. thirty days prior to the close of the bankruptcy case, request the Debtor submits to the Court a proposed Order dismissing Prime Clerk as Claims and Noticing Agent and terminating the services in such capacity upon completion of its duties and responsibilities and upon the closing of the Chapter 11 case; t. within seven days of notice to Prime Clerk of entry of an order closing the Chapter 11 case, provide to the bankruptcy Court the final version of the claims register as of the date immediately before the close of the case; and u. at the close of the Chapter 11 case, (i) box and transport all original documents, in proper format, as provided by the Clerk's Office, to (A) the Philadelphia Federal Records Center, 14700 Townsend Road, Philadelphia, PA 19154 or (B) any other location requested by the Clerk's Office; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived claims. Prime Clerk will be paid at these hourly rates: Director of Solicitation $210 Solicitation Consultant $190 COO and Executive VP No charge Director $175-$195 Consultant/Senior Consultant $65-$165 Technology Consultant $33-$95 Analyst $30-$50 Prime Clerk will be paid a retainer in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Benjamin P.D. Schrag, chief business development officer of Prime Clerk LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Prime Clerk can be reached at: Benjamin P.D. Schrag PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 About Appvion, Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. On Oct. 1, 2017, Appvion, Inc. and 5 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082). The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. APPVION INC: Proposes $325.2 Million of Financing From PJT ---------------------------------------------------------- Appvion, Inc., and certain of its subsidiaries ask the U.S. Bankruptcy Court for the District of Delaware for permission to obtain secured postpetition financing from PJT Partners LP, as sole lead arranger, and Wilmington Trust, National Association, as administrative agent and collateral agent, and to use cash collateral. The Debtors want to use funds under the DIP Facility in an aggregate principal amount of up to $325.2 million, pursuant to the terms and conditions of the DIP Facility Documents, with up to $65 million available on an interim basis. The DIP Facility comprises a term loan in an aggregate principal amount of up to $325.2 million consisting of: (i) new money commitments in the aggregate principal amount of $85 million and (ii) a roll-up of existing loans under the Prepetition First Lien Facility in the aggregate principal amount of $240.2 million. The New Money Loans may be drawn in multiple installments, with up to $65 million of the New Money Loans available upon entry of the interim court order, subject to a budget agreed upon by the Loan Parties and the Required Lenders and minimum funding requirements consistent with the Prepetition First Lien Facility. Amounts repaid or prepaid in respect of DIP Loans may not be re-borrowed. On the Closing Date, each NM Lender having a NM Commitment as of the date and each Related Lender thereof will be deemed to have made Roll-Up Loans and the proceeds of the Roll-Up Loans will be used to pay the obligations owing under such NM Lenders' and Related Parties' Prepetition First Lien Loans; provided that the aggregate amount of Roll-Up Loans made on the Closing Date will not exceed the aggregate amount of Prepetition First Lien Loans multiplied by the Interim Availability Percentage. On the date of the entry of the Final Financing Order, the balance of the Prepetition First Lien Obligations will be rolled up with the proceeds of Roll-Up Loans. On the Closing Date, the Debtors shall use the proceeds of the New Money Loans to pay in full the obligations owing under the Receivables Facility, cash collateralize outstanding letters of credit, pay certain fees, costs and expenses incurred in connection with the DIP Facility and other administration costs incurred with the cases, pay certain prepetition obligations authorized by the Court, provide working capital to the Debtors and for general corporate purposes of the Loan Parties consistent with the approved budget. With respect to the Roll-Up Loans, the Loans will bear interest at the same rate as under the Prepetition First Lien Credit Agreement. With respect to the New Money Loans, the Loans will bear interest at: (a) the applicable rate plus the base rate, payable monthly in arrears; or (b) the applicable rate plus the Eurodollar Rate as quoted by the Administrative Agent, adjusted for reserve requirements, if any, and subject to customary change of circumstance provisions, for interest periods of one, three or six months, payable at the end of the relevant interest period, but in any event at least quarterly; provided that in no event will the Adjusted Eurodollar Rate be less than 1.00% per annum. The applicable rate means (i) 8.25% per annum in the case of Base Rate Loans and (ii) 9.25% per annum in the case of Eurodollar Rate Loans. The base rate means for any day, the prime rate published in The Wall Street Journal for the day; provided that the base rate will be no less than 2.00% per annum. During the continuance of an event of default, as defined in the DIP Facility Documents, Loans will bear interest at an additional 2.0% per annum. The Debtors agree to pay to the Administrative Agent these fees: (a) from and after the Closing Date, a nonrefundable unused commitment fee at the rate of 0.5% per annum will accrue as a percentage of the daily average unused portion of the New Money Commitments (whether or not then available), payable monthly in arrears and on the Termination Date; (b) for the account of each Lender in respect of the DIP Facility, an upfront fee equal to 2.0% of the Lender's New Money Commitment under the DIP Facility as set forth in the DIP Facility Documents on the Closing Date, such fee earned and due and payable on the Closing Date; (c) for the account of the Majority Lender, a nonrefundable backstop fee in the amount of 2.675% of the applicable percentages (as determined under the Prepetition First Lien Credit Agreement) of all Prepetition Lenders other than the Majority Lender of the New Money Commitments under the DIP Facility as set forth in the DIP Facility Documents on the Closing Date, the fee earned and due and payable on the Closing Date; (d) for the account of Arranger, a non-refundable arranger fee in the amount of 0.4875% of the New Money Commitments under the DIP Facility as set forth in the DIP Facility Documents on the Closing Date, the fee earned and due and payable on the Closing Date; (e) for the account of each Lender in respect of the DIP Facility, an exit fee equal to 1.5% of the Lender's New Money Commitment under the DIP Facility as set forth in the DIP Facility Documents on the Closing Date, the fee earned and due and payable on the earlier of the Termination Date or repayment in full of the DIP Facility; and (f) for the account of the Administrative Agent, customary fees and expenses in amounts to be agreed. Scheduled termination date means nine months following the Closing Date. Termination date means the earliest of (a) the Scheduled Termination Date, (b) 45 days after the entry of the interim court order, if the final court order has not been entered prior to the expiration of such period, (c) the substantial consummation of a plan of reorganization that is confirmed pursuant to a court order, (d) the consummation of a sale of substantially all assets of the Loan Parties, and (e) the acceleration of the Loans and the termination of all New Money Commitments in accordance with the DIP Facility Documents. Pursuant to the DIP Facility Documents, as security for the full and timely payment and performance of all of the Obligations, each of the Loan Parties assigns, pledges and grants to the Administrative Agent, for the benefit of the DIP Secured Parties, a valid, perfected, continuing, enforceable, non-avoidable first priority security interest in, and lien on, all of the property of the Loan Parties, now owned or hereafter acquired. Upon the entry of the final court order, collateral will include claims and causes of action under Sections 502(d), 544, 545, 547, 548 and 550 of the U.S. Bankruptcy Code. The Loan Parties will be permitted to continue to use cash collateral in the ordinary course of business, including, without limitation, for the purchase and sale of raw materials and work-in-process and finished goods inventory from affiliates, subject to the Approved Budget and the terms of the interim court order and final court order, as applicable. The Prepetition First Lien Agent and Prepetition First Lien Parties will receive adequate protection in the form of (i) solely to the extent any portion of the Prepetition First Lien Obligations remain outstanding, ongoing payment of interest and other amounts due under the Prepetition First Lien Documents; (ii) current cash reimbursement of actual and documented fees and expenses and other disbursements of the majority lender under the Prepetition First Lien Credit Agreement, including, without limitation, the reasonable documented fees and expenses of PJT Partners LP, O'Melveny & Myers LLP, and Richards Layton & Finger, P.A., whether incurred before or after the Petition Date; and (iii) subject to the priorities set forth in the DIP Facility Documents, the senior adequate protection liens and superpriority claims. The Prepetition Second Lien Parties will receive adequate protection in the form of (i) current cash payment of actual and documented fees and expenses of the Prepetition Second Lien Trustee, including actual and documented fees and expenses of the Prepetition Second Lien Trustee's professional advisors, Houlihan Lokey, Stroock & Stroock & Lavan LLP, and Delaware local counsel to be named, not to exceed, in the aggregate, the amounts set forth with respect to such fees and expenses in the Approved Budget, and (ii) subject to the priorities set forth in the DIP Facility Documents, the Junior Adequate Protection Lien and the Junior Adequate Protection Superpriority Claim. Milestones culminating in the confirmation of a plan of reorganization, including, without limitation: (i) not later than 120 days following the Petition Date, the Debtors will file with the Court an acceptable Plan of Reorganization and a disclosure statement reasonably satisfactory to the Required Lenders with respect thereto; (ii) not later than the date that is 180 days following the Petition Date, the Court will enter an order approving a disclosure statement reasonably satisfactory to the Required Lenders with respect to an Acceptable Plan of Reorganization; (iii) not later than the date that is 240 days following the Petition Date, the Court will enter an order confirming an acceptable Plan, which order will be in form and substance satisfactory to the Administrative Agent and the Required Lenders; and (iv) not later than the date that is 270 days following the Petition Date, the acceptable Plan of Reorganization will become effective. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/deb17-12082-17.pdf About Appvion, Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. On Oct. 1, 2017, Appvion, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082). The cases are pending before the Honorable Kevin J. Carey, and the Debtors have requested joint administration of the cases under Case No. 17-12082. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. AUTHENTIC GELATO: Hires Bryan Cave as Bankruptcy Counsel -------------------------------------------------------- Authentic Gelato, LLC, and its affiliated debtors, seek authority from the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, to employ Bryan Cave LLP as bankruptcy counsel. Legal services to be rendered by Bryan Cave are: a. take all necessary actions to protect and preserve the Debtors' estates, including, if required by the facts and circumstances, the prosecution of adversary proceedings and other actions and matters on the Debtors' behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes, including litigation, in which the Debtors are involved, and the preparation of objections to, or motions to estimate, claims filed against the Debtors' estates where appropriate; b. provide legal advice with respect to the Debtors' rights, powers, and duties as debtors in possession in the continued operation of their businesses and the management of their property; c. prepare on behalf of the Debtors all necessary motions, applications, complaints, answers, orders, reports, notices, schedules, and any other pleadings and legal documents in connection with matters effecting the administration of the Debtors and their bankruptcy estates, and the prosecution of these cases; d. assist the Debtors in connection with any disposition of the Debtors' assets, whether by sale or otherwise; e. assist the Debtors in the negotiation, preparation, confirmation and consummation of any plan of reorganization or liquidation, the preparation of a disclosure statement in respect thereof, and in the preparation and execution of all related documents and transactions; f. appear before the Court, any appellate courts and the United States Trustee to protect the interests of the Debtors and their bankruptcy estates before such courts and the United States Trustee; and g. perform all other necessary legal services that the Debtors may request in connection with these cases and pursuant to the Bankruptcy Code. Hourly rates of the professionals who will be principally engaged in this matter are: Keith M. Aurzada Partner $660 Michael P. Cooley Counsel $625 Lisa Marshall Associate $410 Marzale Fosdick Paralegal $240 Keith M. Aurzada, partner at the law firm of Bryan Cave LLP, assures the Court that his firm does not hold or represent any interest adverse to any Debtor or to the estates with respect to the matter on which Bryan Cave is to be employed, nor fails to meet the "disinterestedness" test, so as to render Bryan Cave ineligible to serve as counsel for the Debtors under Section 327(a) of the Bankruptcy Code. The Counsel can be reached through: Michael P. Cooley, Esq. Keith M. Aurzada, Esq. Lisa M. Marshall, Esq. BRYAN CAVE, LLP 2200 Ross Avenue, Suite 3300 Dallas, TX 75201 Tel: (214) 721-8000 Fax: (214) 721-8100 Email: keith.aurzada@bryancave.com michael.cooley@bryancave.com lisa.marshall@bryancave.com About Authentic Gelato Authentic Gelato, LLC, together with its affiliates, is in the ice cream and frozen desserts business. Authentic Gelato and other related entities sought Chapter 11 protection (Bankr. D. Tex., Lead Case No. 17-33532) on Sept. 19, 2017. The petition was signed by Ugo Ginatta, director. Hon. Harlin DeWayne Hale is the presiding judge. Keith Miles Aurzada, Esq. and Michael P. Cooley, Esq. of Bryan Cave LLP serve as the Debtors' bankruptcy counsel. Authentic Gelato has estimated assets and debts of $1 million to $10 million. AUTHENTIC GELATO: Hires Resurgence Financial as Investment Banker ----------------------------------------------------------------- Authentic Gelato, LLC, and its affiliated debtors seek authority from the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, to employ Resurgence Financial Services, LLC as investment banker. By this chapter 11 filing, the Debtors propose to sell their assets and business operations to JxP Capital, LLC or such other party that submits a higher or better offer. As an integral part of their strategy in these cases, therefore, the Debtors propose to employ Resurgence Financial to assist them in soliciting additional bids and, if any are received, to conduct a competitive auction for the purpose of identifying the highest and best offer for the Debtors' assets and business operations. Resurgence Financial's compensation will be based on: (a) Transaction Fee. As compensation for the additional services rendered by RFS, RFS will earn a fee based on the enterprise value if a stock transaction, the total purchase price under an asset sale and/or the amount of debt restructured or replaced. The Transaction Fee will be calculated based on the Transaction Amount at the following rates: -- 5% of the first $1,000,000 of the Transaction Amount, plus -- 4% on any additional Transaction Amount up to $2,000,000, plus -- 3% on any additional Transaction Amount up to $3,000,000, plus -- 2% on any additional Transaction Amount above $3,000,000. Any Transaction Fee will be payable by the Debtors from the gross proceeds of the Transaction Amount. Importantly, Resurgence Financial has agreed to waive any Transaction Fee that would otherwise be due in connection with JxP's Stalking Horse Bid; provided, however, that if JxP raises its offer and is ultimately the successful purchaser, Resurgence Financial will be entitled to a Transaction Fee of $50,000. (b) Expenses. In addition, the Company will reimburse Resurgence Financial for all out-of-pocket expenses. Gary Murphey, managing director at Resurgence Financial Services, LLC, attests that Resurgence Financial does not hold or represent an interest that is adverse to the Debtors or their estates. The Firm can be reached through: Gary Murphey Resurgence Financial Services, LLC 3330 Cumberland Blvd., Suite 500 Atlanta, GA 30339 Phone: (770) 933-6855 About Authentic Gelato Authentic Gelato, LLC, together with its affiliates, is in the ice cream and frozen desserts business. Authentic Gelato and other related entities sought Chapter 11 protection (Bankr. D. Tex., Lead Case No. 17-33532) on Sept. 19, 2017. The petition was signed by Ugo Ginatta, director. The Hon. Harlin DeWayne Hale is the presiding judge. Keith Miles Aurzada, Esq. and Michael P. Cooley, Esq. of Bryan Cave LLP serve as the Debtors' bankruptcy counsel. Authentic Gelato has estimated assets and debts of $1 million to $10 million. B & B METALS: Oct. 31 Disclosure Statement Hearing -------------------------------------------------- Judge Thomas L. Perkins of the U.S. Bankruptcy Court for the Central District of Illinois will convene a hearing on Oct. 31, 2017, to consider approval of B & B Metals, Inc.'s disclosure statement describing its plan of reorganization filed on Sept. 20, 2017. Oct. 25, 2017, is fixed as the last day for filing and serving written objections to the Disclosure Statement. About B & B Metals B & B Metals, Inc., sought Chapter 11 protection (Bankr. C.D. Ill. Case No. 17-80859) on June 9, 2017. The petition was signed by Larry Beam, President. The Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. The Debtor tapped Justin Raver, Esq., at Barash & Everett, LLC, as counsel. Since 2012, the Debtor has been in the business of scrapping semi trailers, selling various parts including the tires, rims, and suspension equipment as well as refrigeration units and then scrapping the remaining metals and selling to regional scrap yards. B N EMPIRE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of B N Empire, LLC. About B N Empire, LLC B N Empire, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-07841) on Sept. 5, 2017. Johnson Pope Bokor Ruppel & Burns, LLP, represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The petition was signed by Rajesh Bahl, its manager. BAITY'S PRECISION: Hires Gardner as Attorney Replacing Knight Law ----------------------------------------------------------------- Baity's Precision Machining, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Gardner Law Offices, PLLC, as attorney to the Debtor, replacing Knight Law Office, PC. Gardner Law requires Gardner to: a. represent the Debtor in the Chapter 11 case; b. advise the Debtor as to its rights, duties and powers as debtor in possession; c. prepare and file all necessary statements, schedules and other documents; d. negotiate and prepare one or more plans of reorganization; e. represent the Debtor at all hearings, meetings of creditors, conferences, trials and other proceedings; f. perform other legal services as may be necessary in connection with the case. Gardner will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. William S. Gardner, member of Gardner Law Offices, 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. Gardner can be reached at: William S. Gardner GARDNER LAW OFFICES, PLLC 320-1 E. Graham Street Shelby, NC 28150 Tel: (704) 600-6113 Fax: (888) 870-1644 E-mail: billgardner@gardnerlawoffices.com About Baity's Precision Machining, Inc. Baity's Precision Machining, Inc., is a machining business located in Asheville, Buncombe County, North Carolina. It has been in business for more than 35 years. It specializes in precision, high-tech machining of new and replacement parts for a variety of industries, including high speed packaging, medical device components, transportation, machinery builders, polymer textiles, chemicals, and gas and flow control valves. The equipment it uses is unique and requires technical expertise to operate. Baity's Precision Machining was formed by Bill and Carolyn Baity in 1981. The current principal, Mark Shepherd, acquired the debtor through a purchase agreement in 2008. Baity's Precision Machining filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No. 17-10397) on Sept. 15, 2017. Judge George Hodges presides over the case. The Debtor hired the Gardner Law Offices, PLLC, as attorney, replacing Rodney Knight, Jr. of Knight Law Office, PC. BARBARA MAGNUSSON: Trustee Selling Spring Lake Property for $2.9M ----------------------------------------------------------------- Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey will convene a hearing on Oct. 31, 2017, at 10:00 a.m., to consider the sale by Barry W. Frost, Chapter 11 Trustee for the estate of Debtor Barbara Magnusson, of the Debtor's interest in the real property located at 14 Newark Avenue, Spring Lake, New Jersey to 14 Newark Avenue Enterprises, LLC for $2,850,000, subject to overbid. Objections, if any, must be filed no later than seven days before the return date of the Motion. On Schedule "A/B" of her Petition, the Debtor lists an ownership interest in the Spring Lake Property with a value of $2,700,000 for the Spring Lake Property. On Schedule "C" of her Petition, the Debtor asserted an exemption in the amount of $19,600. The Debtor lists on Schedule "D," US Bank National Assoc. as holding a mortgage on the Spring Lake Property in the amount of $1,900,000 ("First Mortgage"). Based upon information and belief, the current holder of the First Mortgage is Ocwen Loan Servicing, LLC as servicer for U.S. Bank National Association, as Trustee for GSR Mortgage Loan Trust 2006-ARI, mortgage pass-through certificates series 2006-AR1 ("First Mortgage Holder"). The First Mortgage Holder asserts the current balance of the First Mortgage is approximately $2,550,000. The Debtor also lists on Schedule "D," Amboy Bank holding a "second lien" on the Spring Lake Property in the amount of $270,871. Based upon information and belief, the current holder of the Second Mortgage is 14 Newark Ave - SL, LLC ("Second Mortgage Holder"). The Second Mortgage Holder asserts the current balance of the Second Mortgage is approximately $340,000. The Trustee is in the process of finalizing his negotiations with the secured creditors which is projected to allow for a 15% discount on their respective loans so approximately $2,167,500 would be projected to be paid to the First Mortgage Holder and approximately $289,000 would be projected to be to the Second Mortgage Holder at the closing on the Spring Lake Property. As the Court is aware, the case involved various issues that increased the cost of the administration of the estate to the point where it is insolvent. Based upon information and belief, the total projected amounts owed administrative creditors is approximately $488,200. Based upon further information and belief, the administrative creditors have agreed to voluntarily accept a discount of approximately 30% on the amounts they are due and owed. As the Court is aware the Trustee faced significant issues in his initially attempts to market and sell the property due to the Debtor's interference. On March 8, 2017, the Trustee filed his Motion to Vacate, seeking among other things, an order of the Court to compelling the Debtor to vacate the Spring Lake Property. On April 5, 2017, the Court entered an order granting the relief sought in the Trustee's Motion to Vacate and ordered the Debtor to vacate the Spring Lake Property on May 1, 2017. On April 6, 2017, the Trustee filed an application to employ McDonnell Crowley, LLC, as special real estate counsel to the Trustee, and on April 18, 2017, the Court entered an order approving the retention of McDonnell Crowley as counsel to the Trustee. On May 22, 2017, the Trustee filed his application to retain Ruggeri Realty, LLC, as his real estate broker to market and sell the estate's interest in the Spring Lake Property. On May 31, 2017, the Court entered an order granting the retention of Ruggeri. With further effort by the Trustee, the Debtor eventually vacated the Spring Lake Property. The Trustee and McDonnell Crowley have sought to secure and aggressively market and sell the Spring Lake Property after a long process of securing the Debtor's removal from the property. The Trustee has reviewed the proposed sale and consulted with his realtor, and believes the sale price of $2,850,000 for the Spring Lake Property, to the Buyer, free and clear of any liens, claims, interests, and encumbrances, is reasonable and the most judicious way to sell the Spring Lake Property for the benefit of creditors. The Trustee further engaged in arm's-length negotiations with the Buyer, pursuant to which they agreed to sell the Spring Lake Property to the Buyer based upon the terms of the proposed agreement of sale and related documents. The Buyer has been the only party to be forthcoming with a firm offer of at least the proposed amount. After carefully evaluating the Buyer's offer and the potential for additional offers, the Trustee, in his business judgment, has determined that the price offered by the Buyer is the highest and best price the Trustee can obtain for the estate’s interest in the Spring Lake Property under the circumstances. Based upon information and belief, the sale of the Spring Lake Property, the largest and only remaining asset of the estate, should help allow for moving this case towards closure. The salient terms of the Agreement of Sale are: a. The Parties: The Seller under the Agreement of Sale is the Trustee, not individually or personally, but on behalf of the Debtor's bankruptcy estate, and the Buyer is 14 Newark Avenue Enterprises, LLC. b. The Property: The land, together with the buildings, structures, and improvements thereon and the appurtenances thereto, situated at Block 95, Lot 18 on the tax map for County of Monmouth and State of New Jersey and more commonly known as 14 Newark Avenue, Spring Lake, New Jersey 07762. c. The Purchase Price: $2,850,000 d. The Deposit: Initial deposit of $1,000 and an additional deposit of $50,000. The deposited funds are to be held in Trust by counsel for the Buyer. e. "As Is, Where Is": The Buyer agrees to accept the Spring Lake Property in its "as is" condition. The Trustee makes no representations and or warranties whatsoever. f. Bankruptcy Court Approval: The sale of the estate's interest in the Spring Lake Property is subject to Court approval. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Barbara_Magnusson_338_Sales.pdf The Trustee will consider all higher and better offers on the estate's interest in the Spring Lake Property up to and including the hearing date. All bidders must have $285,000 in certified funds on the hearing date in order to bid. The Trustee asks the Court to waive the 14-day stay under Bankruptcy Rule 6004(h) to permit the Trustee to minimize these costs by closing the proposed sale transaction as soon as possible after the entry of the Sale Order. Barbara Magnusson sought Chapter 11 protection (Bankr. D.N.J. Case No. 13-31122) on Sept. 27, 2013. The Debtor tapped Bunce Atkinson, Esq., at Atkinson & DeBartolo as counsel. On May 31, 2017, the Court appointed Ruggeri Realty, LLC, as the Trustee's real estate broker. BCL ONE: Case Summary & 2 Unsecured Creditors --------------------------------------------- Debtor: BCL One, LLC P.O. Box 4124 Salisbury, NC 28145 Type of Business: BCL One, LLC listed its business as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple interest a real property located at 120 E. Council Street, Salisbury, NC 28144, Suites 100 and 300, valued by the Company at $1.92 million. It is an affiliate of Esby Corporation and Summit Investment Co., Inc., both of which sought bankruptcy protection on March 2, 2017 (Bankr. M.D.N.C. Case Nos. 17-50228 and 17- 50230, respectively). Chapter 11 Petition Date: October 6, 2017 Case No.: 17-51061 Court: United States Bankruptcy Court Middle District of North Carolina (Winston-Salem) Judge: Hon. Lena M. James Debtor's Counsel: Samantha K. Brumbaugh, Esq. IVEY, MCCLELLAN, GATTON & SIEGMUND, LLP 100 S. Elm Street, Suite 500 PO Box 3324 Greensboro, NC 27402 Tel: 336-274-4658 Fax: 336-274-4540 E-mail: skb@iveymcclellan.com skb@imgt-law.com Total Assets: $1.93 million Total Debts: $1.72 million The petition was signed by Clay B. Lindsay, Jr., member/manager. A full-text copy of the petition containing, along with a list of two unsecured creditors, is available for free at http://bankrupt.com/misc/ncmb17-51061.pdf BINDER & BINDER: Sale of Interests in SSA Cases to Advocator Okayed ------------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized Binder & Binder - The National Social Security Disability Advocates, LLC and SSDI Holdings, Inc. to sell the servicing rights with respect to and any other interests in, of their existing disability cases under programs operated by the Social Security Administration, along with all electronic records related to the acquired cases, to Advocator Group, LLC in exchange for an earn-out payment to be paid in monthly installments commencing Dec. 4, 2017. The Response, in unredacted form, will remain under seal and confidential and will not be made available to anyone without the consent of the Reorganized Debtors and Advocator or further order of the Court. The Reorganized Debtors will either direct the Clerk of the Court to dispose of, or unseal with the consent of Advocator, the confidential information at the conclusion of these Chapter 11 cases. The Reorganized Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to the Order. The Order is entered without prejudice to the rights of any party in interest, or the United States Trustee, to seek to unseal the Sale Motion, the Agreement, or any portion thereof, subject to the rights of the Reorganized Debtors and/or Advocator to oppose any such request. The terms and conditions of the Order will be immediately effective and enforceable upon its entry. About Binder & Binder Founded in 1979 by brothers Harry and Charles Binder, Binder & Binder is the nation's largest provider of social security disability and veterans' benefits advocacy services, with operating scale and efficiencies unrivaled by its competitors in the highly fragmented advocacy market. The Company has more than 950 employees in 35 offices across the United States. In 2010, H.I.G. Capital, LLC, acquired a controlling equity interest in the Company. Since 1979, the Company has handled over 300,000 disability cases under programs operated by the SSA and the VA. Binder & Binder - The National Social Security Disability Advocates (NY), LLC, et al., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-23728) in White Plains, New York on Dec. 18, 2014. The cases are assigned to Judge Robert D. Drain. The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel. The Debtors have engaged Development Specialists, Inc., as financial advisor, and BMC Group Inc. as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in the Debtors' cases. The Committee is now comprised of (i) United Service Workers Union, Local 455 IUJAT & Related Funds, (ii) T&G Industries, Inc., (iii) WB Mason Co., and (iv) Teaktronics, Inc. The Committee tapped Klestadt Winters Jureller Southard & Stevens, LLP, as attorneys. * * * The Debtors originally arranged from existing lenders DIP financing of $26 million, which provided for the payment in full, or roll-up, of the $23 million of prepetition indebtedness and an additional commitment of up to $3 million to fund the Debtors' operations during the Chapter 11 cases. On Jan. 26, 2015, the Initial DIP Lenders issued a notice that events of default had occurred. In March 2015, the Debtors won approval to obtain a new $6 million term loan from Stellus Capital Investment Corporation secured by a first-priority priming lien on all of the Debtors' assets. On Oct. 29, 2015, the Court entered an order granting Stellus' motion for termination of the Debtors' exclusive plan filing and solicitation periods pursuant to Section 1121(d) of the Bankruptcy Code. On Nov. 18, 2015, Stellus Capital and the Creditors Committee filed a Joint Plan of Liquidation for the Debtors, and on Jan. 15, 2016, they filed a First Amended Joint Plan of Reorganization. The original hearing on the Proponents' Disclosure Statement has been further adjourned for April 22, 2016. On Oct. 3, 2016, the Court the Debtors' Second Amended Chapter 11 Plan which, among other things, confirmed the Plan and approved the appointment of Development Specialists, Inc. as the Plan Administrator. BLUE MOON HOTEL: Hires Avrach & Company as Accountant ----------------------------------------------------- Blue Moon Hotel & Swim Club, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Avrach & Company, P.C., as accountant to the Debtor. Blue Moon Hotel requires Avrach & Company to file and the Debtor's tax returns for the year 2016, and provide related accounting services. Avrach & Company will be paid based upon its normal and usual hourly billing rates. The firm will be paid a retainer in the amount of $3,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Barry Avrach, a partner of Avrach & Company, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Avrach & Company can be reached at: Barry Avrach AVRACH & COMPANY, P.C. 1716 Locust St. Philadelphia, PA 19103 Tel: (215) 546-2600 About Blue Moon Hotel & Swim Club, Inc. Blue Moon Hotel & Swim Club, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 17-13938) on June 5, 2017. Reina G. Williams, its president, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. Judge Jean K. Fitzsimon presides over the case. The Law Office of Jonathan H. Stanwood, LLC represents the Debtor as bankruptcy counsel. BOEGEL FARMS: Proposes Auction of Kearney Properties ---------------------------------------------------- Warren L. Boegel and the Warren L. Boegel Trust UTA 2-07-07 (Revocable Trust), Warren Boegel, Trustee; Boegel Farms, LLC; and Three Bo's, Inc.; ask the U.S. Bankruptcy Court for the District of Kansas to authorize the sale of (i) real property in Kearney County, Kansas, and consisting of four out of six quarters pledged to Security State Bank ("SSB"); and (ii) real property located in Kearney County, Kansas currently pledged to RABO AgriFinance, LLC, and consisting of approximately 3,600 acres, at auction. The Debtors believe that it is in the best interest of their bankruptcy estate and their creditors to sell their real property located in Kearney County, Kansas, pledged to SSB, free and clear of liens and encumbrances. The proceeds from the auction will first be applied to ordinary costs of sale, closing costs, and pro rata real property taxes, and any remaining funds will be paid directly to SSB. The Description of said real property to be auctioned is as follows: (i) Southwest Quarter of Section 17-21-36, Kearney County, Kansas; (ii) Northwest Quarter of Section 15-22-36, Kearney County, Kansas; (iii) Northeast Quarter of Section 11-24-37, Kearney County, Kansas; and (iv) Southwest Quarter of Section 2-24-37, Kearney County, Kansas. In addition, the Debtors believe that it is in the best interest of their bankruptcy estate and their creditors to sell their real property located in Kearney County, Kansas currently pledged to RABO, free and clear of all liens and encumbrances. The proceeds from the auction will first be applied to ordinary costs of sale, closing costs, and pro rata real property taxes, and any remaining funds will be paid directly to Rabo. The Description of said real property to be auctioned is as follows: (i) All of Section 22-25-36, Kearney County, Kansas; (ii) All of Section 28-35-36, Kearney County, Kansas; (iii) All of Section 27-25-36, Kearney County, Kansas; (iv) All of Section 21-25-36, Kearney County, Kansas, Laying North of US Highway 25; (v) All of Section 24-25-36, Kearney County, Kansas; (vi) 1.4 Acres in Section 23-25-36, Kearney County, Kansas; (vii) South Half of Section 15-25-36, Kearney County, Kansas; (viii) 141 Acres in the East half of Section 20-25-36, Kearney County, Kansas; and (ix) 71 Acres in Section 29-25-36, Kearney County, Kansas. The Debtors ask the Court's approval to hold a public auction in order to sell the Property. The proposed auction will be conducted by Hutcheson Real Estate & Auction Co., Inc. (a separate employment application has been filed concurrently with the Motion). The proposed auction will be conducted not later than Nov. 15, 2017, with closing to occur not later than Jan. 31, 2018 for the portion of the Property pledged to Rabo and Dec. 15, 2017 for the portion of the Property pledged to SSB. The auction will have no reserve. There are no other liens against the Property other than those held by Rabo and SSB. Rabo will conduct an appraisal of the properties listed prior to any auction, and will provide the Debtors with a credit bid at that time (which will be confidential and not disclosed to any third parties until after the auction). In the event of a successful credit bid, Rabo will be responsible for any auction fees, but may add such costs to the balance of its claims. The Proceeds from the sale of the properties listed paid to Rabo will be first applied to the smaller note (as reflected on Claim No. 7 in Case No. 17-10224), and then to the larger note (as reflected on Claim No. 8 in Case No. 17-10224). The Debtors believe it is in the best interests of the bankruptcy estate and their creditors to sell the Property free and clear of all liens and encumbrances pursuant to the Auction listed. About Boegel Farms Boegel Farms, LLC, and Three Bo's, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 17-10222 and 17-10221) on Feb. 23, 2017. The petitions were signed by Jack Boegel, president. Boegel Farms estimated its assets and debt at $10 million to $50 million. The cases are 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 Debtors' cases. BRAZILIAN BUFFET: Hires Avram D. White as Counsel ------------------------------------------------- Brazilian Buffet LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ the Law Office of Avram D. White, as counsel to the Debtor. Brazilian Buffet requires Avram D. White to: a. represent the Debtor, appear in the Bankruptcy Court, and negotiate with creditors; b. file and prosecute any and all necessary Motions; and c. handle any and all other legal matters related to the bankruptcy proceeding. Avram D. White will be paid at these hourly rates: Attorneys $220 Paralegals/Staffs $90 Avram D. White received the amount of $2,000 as pre-petition retainer, and $3,500 to be held in Trustee as post-petition retainer. Avram D. White will also be reimbursed for reasonable out-of-pocket expenses incurred. Avram D. White, member of Law Office of Avram D. White, 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. Avram D. White can be reached at: Avram D. White, Esq. LAW OFFICE OF AVRAM D. WHITE 66 Hampton Terrace Orange, New Jersey 07050 Tel: (973) 669-0857 Fax: (888) 481-1709 E-mail: avram.randr@gmail.com About Brazilian Buffet LLC Brazilian Buffet LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 17-26028) on August 8, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Avram D. White, Esq., at the Law Office of Avram D. White. BREITBURN ENERGY: Equity Committee Wants Exclusivity Terminated --------------------------------------------------------------- BankruptcyData.com reported that Breitburn Energy Partners' statutory committee of equity security holders filed with the U.S. Bankruptcy Court an objection to the Company's motion for further extension of the exclusivity exclusive periods. The committee asserts, "While the Equity Committee does not adopt the unsecured creditors' committee's views as to where the fulcrum class lies, the Equity Committee believes that a competitive and robust sale process for the Debtors' assets will provide the clearest and most accurate view of the value of their assets, thereby eliminating the uncertainty imposed by the competing views of valuation that continue to divide these chapter 11 cases. The Equity Committee understands the situation, the Debtors have a proposal from a select group of bondholders to purchase the Debtors' 'crown jewel' Permian assets and 7% of their legacy assets for $775 million without any opportunity for higher and better bids, and an unsolicited section 363 stalking horse offer, subject to higher and better bids, from a very credible third-party outside the existing capital structure to acquire the Permian assets for $725 million, which party [recently] bid against itself and increased its offer by an additional $50 million over and above its original offer without any due diligence or engagement from the Debtors. The Equity Committee is concerned that the Debtors' fatigue with these chapter 11 cases may cause them to pursue a plan of convenience and expediency with the bondholders, while allowing competitive offers to lapse, thereby depriving those unsecured claimholders and preferred and common unitholders prejudiced by the bondholder proposal the opportunity to realize potentially value-maximizing alternatives through a Court approved sale and auction process. The Debtors cannot dispute that each of the bondholder proposal and the stalking horse offer seeks to consummate a sale of the Debtors' assets. Indeed, a termination of exclusivity now will foster this competitive dynamic, which will only hasten, not impede, the successful resolution of these chapter 11 cases." About Breitburn Energy Breitburn Energy Partners LP is engaged in the acquisition, exploitation and development of oil and natural gas properties, Midstream Assets, and a combination of ethane, propane, butane and natural gasoline that when removed from natural gas become liquid under various levels of higher pressure and lower temperature, in the United States. Operations are conducted through Breitburn Parent's wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general partner, Breitburn Operating GP LLC. Breitburn Energy Partners LP and 21 of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016, listing assets of $4.71 billion and liabilities of $3.41 billion. The petitions were signed by James G. Jackson, executive vice president and chief financial officer. The Debtors tapped Ray C Schrock, Esq., and Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP, as bankruptcy counsel. The Debtors hired Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP as their conflicts counsel. The Debtors tapped Alvarez & Marsal North America, LLC, as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. An Official Committee of Unsecured Creditors been formed in the case. The Creditors Committee is currently comprised of Ares Special Situations Fund IV, L.P. C/O Ares Management LLC; BPC UKI LP C/O Beach Point Capital Management; and Wexford Spectrum Investors, LLC. The Creditors Committee retained Milbank, Tweed, Hadley & McCloy LLP as counsel. A Statutory Committee of Equity Security Holders was also formed in the case. The Equity Committee is currently composed of seven individual holders. The Equity Committee retained Proskauer Rose LLP as counsel. BRONX MIRACLE GOSPEL: Hires Colasanti & Iurato as Accountant ------------------------------------------------------------ Bronx Miracle Gospel Tabernacle Word of Faith Ministries, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Colasanti & Iurato, as accountant to the Debtor. Bronx Miracle Gospel requires Colasanti & Iurato to: (a) prepare and review the monthly Debtor-in-Possession's operating reports and statements of cash receipts and disbursements including notes as to the status of tax liabilities and other indebtedness; (b) prepare the compiled financial statements as of the date of filing of the respective Chapter 11 petitions; (c) review existing accounting systems and procedures and establish new systems and procedures, if necessary; (d) assist in the preparation of the Debtor's schedules; (e) assist the Debtor in the development of a plan of reorganization; (f) assist the Debtor in the preparation of a liquidation analysis; (g) appear at creditors' committee meetings, 341(a) meetings, And Court hearings, if required; (h) assist the Debtor in the preparation of cash flow projections; (i) consult with counsel for the Debtor in connection with operating, financial and other business matters related to the ongoing activities of the Debtor; (k) prepare and file income tax filings and any amendments to tax filings for prior years; and (l) perform such other duties as are normally required of an accountant, including, but not limited to, the preparation of all financial statements required in the Debtor's reorganization. Colasanti & Iurato will be paid at these hourly rates: Principals $300 Staff Accountants $95 Colasanti & Iurato will be paid a retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Glen Iuarato, partner of Colasanti & Iurato, 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. Colasanti & Iurato can be reached at: Glen Iuarato COLASANTI & IURATO 399 Knollwood Road, Suite 216 White Plains, NY 10603 Tel: (914) 923-5400 About Bronx Miracle Gospel Tabernacle Word of Faith Ministries, Inc. Bronx Miracle Gospel Tabernacle Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-11395) on May 22, 2017, disclosing under $1 million in both assets and liabilities. The petition was filed pro se. C&C ALCOSER: Hires Johnny W. Thomas as Counsel ---------------------------------------------- C&C Alcoser Trucking, Inc. has filed an amended application seeking authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Johnny W. Thomas as Chapter 11 counsel. Services required of Johnny W. Thomas are: a. advise the Debtor as to its rights, duties and powers as a debtor in possession; b. prepare and file any statements, schedules, plans and other documents or pleadings to be filed by the Debtor in this case; c. represent the Debtor at all hearings, meeting of creditors, conferences, trials, and other proceedings in this case; and d. perform other legal services as may be necessary in connection with this case. The Debtor proposes to compensate the counsel at the rate of $310.00 per hour to be applied against a retainer of $20,000. Johnny W. Thomas assures the Court that he has no business or professional connections with the Debtors, Creditors, any other party-in-interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the United States Trustee. The Firm can be reached through: Johnny W. Thomas JOHNNY W. THOMAS, LAW OFFICE, P.C. 1153 E. Commerce San Antonio, TX 78205 Tel: (210) 226-5888 Fax: (210) 226-6085 About C&C Alcoser Trucking C&C Alcoser Trucking, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-52008) on Aug. 28, 2017. The petition was signed by Cristoval Alcoser, president. The Debtor is represented by Johnny W. Thomas, Esq. at Johnny W. Thomas, Law Offices, P.C. At the time of filing, the Debtor estimated both assets and liabilities ranging from $100,000 to $500,000. CAMPBELLTON-GRACEVILLE: Committee Hires Investigative Assistant --------------------------------------------------------------- The Official Committee of General Unsecured Creditors of Campbellton-Graceville Hospital Corporation seeks authorization from the U.S. Bankruptcy Court for the Northern District of Florida to retain Wayne Black and Associates, Inc., as investigative assistant to the Committee. The Committee requires Wayne Black to: (a) locate former and present employees, directors, officers, consultants of the Debtor; (b) locate former and present employees, directors, officers, consultants of certain management companies and laboratories that provided or received services from the Debtor pre-petition; (c) locate and provide imaging services as to certain servers, hard drives and additional ESI of the Debtor using Encase Forensic Software. The imaging services shall be completed by Jesus Pena, another employee of Wayne Black, as it requires additional certifications and licensing; and (d) locate and interview potential witnesses related to the Debtor's pre-petition clinical laboratory reference program. Wayne Black will be paid based upon its normal and usual hourly billing rates. Wayne Black will be paid a retainer in the amount of $5,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Wayne B. Black, owner and founder of Wayne Black and Associates, Inc., assured the Court the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor' chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Wayne Black can be reached at: Wayne B. Black WAYNE BLACK AND ASSOCIATES, INC. 801 Brickell Avenue, Suite 900 Miami, FL 33131 Tel: (305) 372-3748 About Campbellton-Graceville Hospital Corporation Campbellton-Graceville Hospital Corporation is a non-profit corporation established pursuant to the laws of the State of Florida in 1961 and operates as a not-for-profit 25-bed critical access hospital serving northern Florida, as well as surrounding areas in Georgia and Alabama, and had approximately 100 employees. It offered comprehensive medical care, including emergency services, general hospitalization, laboratory services, swing bed, and physical therapy. Campbellton-Graceville Hospital filed a Chapter 11 bankruptcy petition (Bankr. N.D.Fla. Case No. 17-40185) on April 17, 2017. The Hon. Karen K. Specie presides over the case. Berger Singerman LLP represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million to $50 million in liabilities. The petition was signed by Marwill Glade of GlassRatner Advisory & Capital Group, LLC, chief restructuring officer. Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on June 8 appointed six creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee has retained Broad and Cassel LLP as counsel. Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida in June entered an Order finding that the appointment of a patient care ombudsman for Campbellton-Graceville Hospital is not necessary. CAPITAL ONE: Fitch Affirms 'BB' Preferred Stock Rating ------------------------------------------------------ Fitch Ratings has affirmed Capital One Financial's (COF) Long-Term Issuer Default Rating (LT IDR) and Viability Rating (VR) at 'A-/a-'. The Outlook remains Stable. At the same time, Fitch affirmed COF's Short-Term IDR at 'F2'. The rating action follows a periodic review of the large regional banking group, which includes BB&T Corporation (BBT), Capital One Finance Corporation (COF), Citizens Financial Group, Inc. (CFG), Comerica Incorporated (CMA), Fifth Third Bancorp (FITB), Huntington Bancshares Inc. (HBAN), Keycorp (KEY), M&T Bank Corporation (MTB), MUFG Americas Holding Corporation (MUAH), PNC Financial Services Group (PNC), Regions Financial Corporation (RF), SunTrust Banks Inc. (STI), US Bancorp (USB), and Wells Fargo & Company (WFC). Company-specific rating rationales for the other banks are published separately, and for further discussion of the large regional bank sector in general, refer to the special report titled 'Large Regional Bank Periodic Review,' to be published shortly. KEY RATING DRIVERS IDRS, VR AND SENIOR DEBT COF's rating reflects its strong banking franchise, its solid funding position and reasonable capital levels relative to its rating level. COF's ratings also reflect its efficient, scalable business model that has supported its earnings performance as credit quality reverts toward longer-term norms. Offsetting these rating strengths is COF's high proportion of consumer-related assets and more specifically its exposure to the near-and-subprime lending space. Fitch views this exposure as a rating constraint for COF and limits its upward rating potential over time. The affirmation is supported by good earnings performance and cost controls. COF has generally outperformed its peer group, largely driven by COF's comparatively higher net interest margin, given its proportionately larger mix of higher yielding credit card receivables and auto loans. Further supporting earnings performance is COF's strong efficiency ratio relative to peer banks. Going forward Fitch expects COF to continue to have a strong efficiency ratio given its significant investments in becoming digital in its operations and customer interfaces. Fitch continues to believe these investments have the potential to more meaningfully increase scale benefits for COF relative to peer institutions over time. Still, COF's earnings outperformance on a return on average assets (ROA) basis relative to peers has shrunk over recent periods primarily due to credit card asset quality deterioration. Consistent with industry trends, COF's level of credit card net charge-offs (NCOs) has increased over the last year. Much of the deterioration is related to COF's more recent origination vintages continuing to season within its domestic card book. The action reflects Fitch's expectation that credit deterioration within COF's consumer-focused portfolio will be manageable over the rating time horizon. NCOs within domestic credit cards increased to 5.1% through the first half of 2017 versus 4.1% in the first half of 2016. The company has indicated that the NCO rate within domestic cards would be around 5% for the full year 2017, pointing to moderating credit losses during the second half of the year. Monthly data disclosed by COF support its guidance as NCOs during July and August 2017 were both below 4.8%. Meanwhile, asset quality within COF's growing auto book remains solid. While NCOs have ticked up modestly, trends are consistent with the industry and in-line with Fitch's expectations. COFs auto loan portfolio has a higher proportion of loans to non-prime customers compared to auto portfolios of other peer institutions. As a result, Fitch believes COF's auto loan portfolio will exhibit higher delinquency trends and loss rates on a going forward relative to most other peer banks that have been more focused on originating only prime auto loans. Fitch generally expects the potential auto loan credit deterioration to be manageable through COF's quarterly earnings, but credit performance is expected to be slightly worse than its peers. This expectation is incorporated into rating affirmation and the Outlook Stable. Fitch views COF's capital ratios as supportive to its rating, particularly when taken in context of the company's ability to accrete capital via growth in retained earnings more quickly than some peers. However, Fitch continues to believe the strength of COF's capital position is partially offset by its higher concentration in consumer lending assets which carry higher loss ratios through credit cycles. COF's common equity tier 1 (CET1) ratio was 10.6% on a standardized, fully phased-in basis, down 20bps on a year-over-year basis. Given the uptick in consumer-related credit costs, Fitch expects COF to keep CET1 levels at or above peer median levels over the rating time horizon. During 2Q17, the Fed released the results of its annual Comprehensive Capital Adequacy Review. COF received a conditional non-objection for qualitative reasons and will have to resubmit its capital plan by the end of the year. The affirmation reflects Fitch's expectation that COF will meet the requirements the Fed laid out and that COF will resubmit its capital plan within the required timeframe. While funding remains solid, Fitch believes COF's rating is constrained by its deposit profile over the long term. COF has grown its deposit base significantly coming out of the crisis and is much less dependent on wholesale funding relative to its past. However, the company is still heavily reliant on internet-based deposits relative to peers and has a loan-to-deposit ratio that hovers around 100%. These deposits have yet to go through a true rate tightening period. Although deposit betas have been relatively modest to date, Fitch expects additional rate hikes by the Fed to result in more significant increases in deposit rates for online banks, including COF. However, this should be at least partially offset by increasing asset yields. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES COF's subordinated debt is notched one level below its VR for loss severity. COF's preferred stock is notched five levels below its VR, two times for loss severity and three times for non-performance. These ratings are in accordance with Fitch's criteria and assessment of the instruments non-performance and loss severity risk profiles and have thus been affirmed due to the affirmation of the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The uninsured deposit ratings of Capital One Bank (USA), National Association (COBNA) and Capital One National Association (CONA) and Chevy Chase Bank, FSB are rated one notch higher than the bank's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY COF's VR is equalized with those of its operating companies and banks, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. SUPPORT RATING AND SUPPORT RATING FLOOR COF has a Support Rating (SR) of '5' and Support Rating Floor (SRF) of 'NF'. In Fitch's view, the probability of support is unlikely. COF's IDRs and VRs do not incorporate any support. RATING SENSITIVITIES IDR VR, IDRs, AND SENIOR DEBT Fitch sees limited upside to COF's rating over the near-to-medium term given its exposure to the near-and-subprime consumer sector and its funding profile. Moreover, COF's limited revenue diversity relative to its peers is viewed as a rating constraint over time. In 2Q18, COF along with its peers will be required to disclose its full Liquidity Coverage Ratio (LCR). Fitch expects most banks tied to the full LCR to operate with a ratio well-above the regulatory minimum of 100%. Given COF's deposit and funding profile, Fitch expects the company to manage its LCR ratio at-or-above peer median levels. Pressure could be placed on COF's ratings should it manage LCR consistently below the peer median. COF's ratings are also sensitive its asset quality metrics. To be clear, Fitch expects that there will be modest credit quality mean reversion over the rating time horizon. However if credit quality, particularly in the credit card and auto book (those asset classes that have grown notably over recent years), deteriorates faster than industry averages and is not manageable within the context of quarterly earnings COF's ratings or Outlook could be adversely impacted. Fitch would view well-below-median earnings performance due to elevated credit costs over the course of multiple quarters as a credit negative and a rating sensitivity. Finally, as noted above, Fitch expects COF to manage regulatory capital at or above peer median levels given its business model and loan mix. Although not expected, accelerated capital distributions or loan growth in excess of capital generation such that COF's CET1 ratio falls meaningfully below current levels would be viewed negatively and could result in negative rating action. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings for COF and its operating companies' subordinated debt, trust preferred securities, and preferred stock are sensitive to any change to the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The long- and short-term deposit ratings are sensitive to any change to COF's long- and short-term IDR. HOLDING COMPANY Should COF's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is potential that Fitch could notch the holding company VR from the ratings of the operating companies. SUPPORT RATING AND SUPPORT RATING FLOOR Since COF's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has affirmed the following ratings: Capital One Financial Corporation -- Long-term IDR at 'A-'; Outlook Stable; -- Short-term IDR at 'F1'; -- Viability at 'a-'; -- Senior unsecured debt at 'A-'; -- Senior Shelf at 'A-' -- Subordinated debt at 'BBB+'; -- Preferred stock at 'BB'; -- Support at '5'; -- Support Floor at 'NF'. Capital One Bank (USA), National Association -- Long-term IDR at 'A-'; Outlook Stable; -- Short-term IDR at 'F1'; -- Viability at 'a-'; -- Senior unsecured debt at 'A-'; -- Subordinated debt at 'BBB+'; -- Short-term debt at 'F1'; -- Long-term deposits at 'A'; -- Short-term deposit at 'F1'; -- Support at '5'; -- Support Floor at 'NF'. Capital One National Association -- Long-term IDR at 'A-'; Outlook Stable; -- Short-term IDR at 'F1'; -- Viability at 'a-'; -- Senior unsecured debt at 'A-'; -- Subordinated debt at 'BBB+'; -- Short-term debt at 'F1'; -- Long-term deposits at 'A'; -- Short-term deposit at 'F1'; -- Support at '5'; -- Support Floor at 'NF'. Chevy Chase Bank, F.S.B -- Long-term deposits at 'A'. Fitch has withdrawn the 'BBB+ 'subordinated debt rating of North Fork Bancorporation as the bonds have been repaid and entity is no longer issuing debt. CAPITOL SUPPLY: Hires Shraiberg Landaue as Bankruptcy Counsel ------------------------------------------------------------- Capitol Supply, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Shraiberg Landaue & Page, P.A., as general bankruptcy counsel to the Debtor. Capitol Supply requires Shraiberg Landaue to: a. advise the Debtor generally regarding matters of bankruptcy law in connection with the Bankruptcy Case; b. advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules, including local rules, pertaining to the administration of the Bankruptcy Case and U.S. Trustee Guidelines related to the daily operation of its business and administration of the estate; c. represent the Debtor in all proceedings before the Court; d. prepare and review motions, pleadings, orders, applications, adversary proceedings, and other legal documents arising in the Case; e. negotiate with creditors, prepare and seek confirmation of a plan of reorganization and related documents, and assist the Debtor with implementation of any plan; and f. perform all other legal services for the Debtor, which may be necessary. Shraiberg Landaue will be paid at these hourly rates: Attorneys $225 - $500 Legal Assistants $125 Prior to the filing of the Debtor's petition, the Debtor provided Shraiberg Landaue with a total of $98,283 as a retainer, and $1,717.00 for filing fee. Of the retainer, $22,445 has been received by Shraiberg Landaue for outstanding legal fees and costs incurred for services provided prepetition. Shraiberg Landaue will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradley S. Shraiberg, a partner of Shraiberg Landaue & Page, P.A., 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. Shraiberg Landaue can be reached at: Bradley S. Shraiberg, Esq. SHRAIBERG LANDAUE & PAGE, P.A. 2385 NW Executive Center Drive, Suite 300 Boca Raton, FL 33431 Tel: (561) 443-0800 About Capitol Supply, Inc. Since 1983, Capitol Supply has provided the United States Government, the US Military, State and local government agencies and consumer and commercial customers worldwide various products needed to operate their businesses. Capitol Supply offers office supply, office furniture, hardware, tools, auto parts, cleaning supplies, dorms and quarters, package room, and GSA schedule needs. Capitol Supply was formerly known as Capitol Furniture Distributing Company and changed its name to Capitol Supply, Inc. in March 2005. Capitol Supply, Inc., based in Boca Raton, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-21544) on September 20, 2017. The Hon. Erik P. Kimball presides over the case. Bradley S. Shraiberg, Esq., at Shraiberg Landaue & Page, P.A., serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Robert J. Steinman, director and chief executive officer. CHARLES SILLER: Spiller Entitled to Contingent Fee, 9th Cir. Says ----------------------------------------------------------------- The United States Court of Appeals for the Ninth Circuit affirms the judgment of the District Court granting the Spiller McProud law firm the full amount of its claim as adjudicated. Charles Siller has been litigating with his brothers over his interest in the family business -- Siller Brothers, Inc. -- since 1982. Mr. Siller owned 40% of the stock. By 2001, Siller Brothers, Inc. had obtained a $10 million judgment against Mr. Siller, and it was threatening to execute on his shares. To fight this litigation, Mr. Siller retained several law firms at various times. In 2001, Mr. Spiller hired the law firm Cotchett, Pitre & Simon to represent him both in his lawsuit with his brothers and a legal malpractice dispute with some of his former lawyers. Two and a half years later, Mr. Siller retained the Spiller McProud law firm, "not as additional trial attorneys, but to assist, advise and discuss these legal matters personally" with Mr. Siller, and to act as "an interface" for Mr. Siller "with the attorneys at the Cotchett law firm." The Spiller firm was to work to ensure that Mr. Siller could "fully understand and [be] in agreement with the Cotchett law firm's trial strategy, trial preparation (including selection of experts), and conduct of the trial itself." The Spiller firm was to serve as Mr. Siller's "general counsel" and "to communicate to the Cotchett law firm [Siller's] ideas, suggestions, and requests." Mr. Siller wanted the Spiller firm to convince the Cotchett firm to pursue a theory that Mr. Siller's brother's death entitled Mr. Siller to purchase his brother's shares for a small fraction of what they were worth, under a separate contract Mr. Siller had with his deceased brother. The Spiller firm agreed, but Mr. Siller and the Spiller firm expressly agreed that the contingent fee would not depend on the success of this theory. The Spiller firm was to get 8% of the same net amount from which the Cotchett firm's 28% contingent fee was to be calculated. Mr. Siller and the Spiller firm also incorporated the other terms of Mr. Siller's agreement with the Cotchett firm, including the arbitration provision. The Cotchett firm, consulting with the Spiller firm, won Mr. Siller's case against Siller Brothers, Inc. After a failed mediation and a stay of execution on Siller Brothers, Inc.'s $10 million judgment against Siller, the case went to trial in California Superior Court. The judge issued a proposed judgment valuing Siller's shares at over $56 million. Pending appeal and cross appeal, the parties settled for $10 million cash to Mr. Siller and $20.5 million worth of real estate in exchange for Siller's shares. Consistent with Mr. Siller's fee agreements with the firms, the contingent fees were to be based upon the $30.5 million value of the settlement. Documentation was delayed while Mr. Siller's counsel, working with tax experts, created for Mr. Siller a new corporate spinoff, CWS Enterprises, Inc., so that Mr. Siller could mitigate the tax impact of his lawyers' victory. The firms also tried other cases that Mr. Siller insisted on. While the dissolution case was ongoing, the Cotchett and Spiller firms filed a separate action against Siller Brothers, Inc. and pursued Mr. Siller's preferred theory (that Mr. Siller had acquired a right to buy his deceased brothers' shares cheaply under a separate contract). They lost that case. The two firms also lost a malpractice case Mr. Siller brought against one of his previous lawyers, and they negotiated a $41,000 settlement in another case where Mr. Siller had refused to pay a different set of previous lawyers. Mr. Siller then refused to pay even the $41,000 settlement, so those disputes remained pending after he moved on from the Cotchett and Spiller firms. Nor would Mr. Siller pay the 28% and 8% fees he had agreed to pay the Cotchett and Spiller firms, respectively. Mr. Siller's failure to pay the Spiller firm its 8% contingent fee is the subject of this appeal. As Mr. Siller's attorney presented his case during the arbitration, (1) the real estate accounting for two thirds of the settlement had declined in value since the settlement, so if a contingent fee applied at all, it should be against much less than the $30.5 million; (2) the value of the legal services was far less than the contingent fee would yield; (3) much of the work, including the failed lawsuits against the deceased brother's estate and the failed lawsuit against one of Mr. Siller's previous attorneys, produced no value, so the attorneys should not be compensated for it; (4) Mr.Spiller had participated actively in the successful trial, but had only been retained as "general counsel" to consult, so he ought not to be compensated for any of that time; and (5) the money went to the spinoff created for Mr. Siller to avoid taxes, not to Mr. Siller, and the spinoff had not signed the fee agreement, so no fees were due. The Cotchett and Spiller firms objected to all this evidence, which was the bulk of Siller's case, on the theory that evidence as to quantum meruit was not necessary in a breach of contract action. But they conceded that Mr. Siller could "inquire about the amount of time put into the matters... the time for their quantum meruit," because it was an issue the arbitrator could reach if he deemed the contract void. The arbitrator made findings of fact regarding the fee agreements, that Mr. Spiller "worked... alongside [the Cotchett lawyers] on all litigation." As for Mr. Siller's contention that Mr. Spiller was not supposed to do that, just act as his "general counsel" to advise and inform him and the Cotchett firm, the arbitrator found otherwise. "Mr. Siller testified that he hired Mr. Spiller to 'help Frank Pitre and not just to advise... although the Spiller firm did provide Mr. Siller with extensive advice about the progress of the litigation on an almost daily basis throughout three years of representation." The arbitrator further found that Mr. Spiller spent less than 5% of his time on the unsuccessful malpractice litigation against one of Mr. Siller's previous lawyers and sought no fees for that work. As for not completing the contract, the arbitrator credited Mr. Spiller's contention that Mr. Siller fired his lawyers "hoping to avoid paying his now former counsel" by "actions clearly designed to avoid payment of his legal obligations attendant to the extraordinary result obtained," a $30.5 million settlement on a $45.7 judgment obtained after years of representation in complex litigation. The transcripts show, and the arbitrator found, that Mr. Siller's attorney "devoted most of his cross examination to a detailed attack on how Mr. Pitre and Mr. Spiller spent their time on the case, on the theory that the Arbitrator might find the contract to be unconscionable (it is not) and that quantum meruit would be relevant." The arbitrator concluded, though, that quantum meruit was not relevant because the contingent fee agreement was a valid contract. He expressly found that the contracted-for percentages were "reasonable" based on the work put into the case, the risks, and the need for counsel to finance the litigation. Mr. Siller did not pay what the arbitrator concluded he owed, so the Cotchett and Spiller firms sought and obtained confirmation of the award in California Superior Court. The Superior Court entered a money judgment in their favor for the amount of the award. But Siller did not pay the judgment, either, but instead, he prevented its execution by filing for chapter 11 bankruptcy. The bankruptcy court took a fresh look at the "reasonable value" of Mr. Spiller's services under section 502(b)(4). The bankruptcy court concluded that Mr. Spiller's fee was unreasonably high and should have been $440,250 (rather than the arbitrator's figure of just under $2.5 million). The district court, on the Spiller firm's appeal, reversed, and noted that the bankruptcy court "did not consider the transcript of the arbitration proceedings in determining what was before the arbitrator." The district court, based on the arbitration transcript and arbitrator's decision, found that "the arbitrator determined that Spiller's fees were not unconscionable applying a test equivalent to the federal reasonableness test." The district court also held that the California Superior Court judgment was entitled to preclusive effect because the case required no further proceedings in bankruptcy court once the amount of Mr. Spiller's claim was liquidated, and also because that condition had already occurred. The critical question for this appeal, as argued on Mr. Siller's behalf, is whether the arbitrator resolved only the issue of whether the contingent fee was unconscionable as applied to the $30.5 million result, or whether the arbitrator also determined the reasonable value of the legal services performed. Two statutes are at issue in this case, the bankruptcy code's provision on claims for pre-petition attorneys' fees, 11 U.S.C. Section 502(b)(4), and the Full Faith and Credit Act, 28 U.S.C. Section 1738. Mr. Siller urges the Court to accept the bankruptcy court's use of the lodestar method to determine the reasonableness of Spiller's fee. The Ninth Circuit finds, however, that the bankruptcy court performed its reasonableness analysis from scratch, using the lodestar method, rather than treating it as a cap on the amount allowed under state law. The Ninth Circuit, therefore, concludes that the bankruptcy court's analysis was mistaken in this case because a lodestar fee would be unreasonable in this case and could not, for that reason, serve as a cap under section 502(b)(4). The Ninth Circuit explains that no sensible attorney would undertake to represent a client at his usual hourly rate in these circumstances -- where the client had been litigating for decades, had no money to pay, and had a history of declining to pay his lawyers and suing them for malpractice, the case was likely to take all or most of the lawyer's time for the next several years, and the lawyer could get paid -- if at all -- only if he won. A "reasonable" fee must be reasonable for the lawyer as well as the client. Under California law, one element of unconscionability is reasonableness, and a contingent fee contract can be rejected as unconscionable if it is sufficiently unreasonable in the circumstances. The arbitrator rejected that conclusion in this case -- after hearing Mr. Siller's arguments and extensive evidence to show unreasonableness, the arbitrator not only concluded that Spiller's 8% contingent fee ought to be enforced, he specifically decided that it was "reasonable." In this case, the Spiller firm's fee had been reduced to judgment pursuant to state law in a California state court. It had also been "deemed allowed" under Section 502(a) subject to Mr. Siller's section 502(b)(4) objection. Mr. Siller had argued that because he fired the Cotchett and Spiller firms before the settlement was collected, he did not owe them their contingent fees. But the arbitrator found that this attempt by Mr. Siller to evade the fees should fail. The Superior Court judgment established that under California law, the Spiller firm was entitled to $2,497,325 for his fees and $800 for costs (plus 10% interest beginning November 25, 2008). The Ninth Circuit sustains that although there might in some cases be room for a reduction, under section 502(b)(4)'s reasonableness cap, of a state court judgment confirming an arbitration award for a contingent fee, but there is no room here in the instant case -- the performance in this case was difficult and demanding. And the relationship between the contracted-for amount and the service Spiller provided was not such as to make enforcement of the contract or payment of the fee unreasonable. The Full Faith and Credit Act requires, considering the circumstances of this case, that the judgment of the state court confirming Spiller's arbitration award for his fee be given full faith and credit in Mr. Siller's bankruptcy proceeding. The appealed case is IN RE CWS ENTERPRISES, INC., Debtor, SPILLER McPROUD, Plaintiff-Appellee, v. CHARLES W. SILLER, Defendant-Appellant, and DAVID D. FLEMMER, Chapter 11 Trustee; CWS ENTERPRISES, INC., Defendants. IN RE CWS ENTERPRISES, INC., Debtor, SPILLER McPROUD, Plaintiff-Appellee, v. CWS ENTERPRISES, INC.; CHARLES W. SILLER, Defendants, and DAVID D. FLEMMER, Chapter 11, Trustee, Defendant-Appellant, Case Nos. 14-17045 and 14-17046, (9th Cir.). A full-text copy of Judge Andrew J. Kleinfeld's Opinion dated September 14, 2017, is available at https://is.gd/ayC61Z from Leagle.com. David D. Flemmer is represented by: Bradley A. Benbrook, Esq. Stephen M. Duvernay, Esq. Benbrook Law Group PC 400 Capitol Mall, Suite 1610 Sacramento, CA 95814 Telephone:916.447.4900 Facsimile:916.447.4904 Email: brad@benbrooklawgroup.com steve@benbrooklawgroup.com -- and -- David A. Cheit, Esq. DLA Piper LLP (US) 400 Capitol Mall, Suite 2400 Sacramento,California 95814-4428 Tel: 916 930 3205 Email: david.cheit@dlapiper.com Charles W. Siller is represented by: Randy Michelson, Esq. Michelson Law Group 220 Montgomery St, Suite 2100 San Francisco, California 94104 Telephone: 15.512.8600 Facsimile: 415.512.8601 Email: randy.michelson@michelsonlawgroup.com Spiller McProud is represented by: Steven T. Spiller, Esq. Spiller McProud Nevada City, California -- and -- Walter R. Dahl, Esq. Dahl Law Sacramento, California About Charles W. Siller Charles W. Siller sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Calif. Case No. 09-26168) on April 2, 2009. Michael S. McManus presides over the case. At the time of filing, the Debtor disclosed assets and liabilities estimated between $10 million to $50 million each. The Debtor is represented by Randy Michelson, Esq. at Michelson Law Group. CITIZENS FINANCIAL: Fitch Affirms BB- Preferred Stock Rating ------------------------------------------------------------ Fitch Ratings has affirmed the Long-term and Short-term Issuer-Default Ratings (IDRs) of Citizens Financial Group, Inc. (CFG) and its subsidiaries at 'BBB+' and 'F2', respectively. The rating action follows a periodic review of the large regional banking group, which includes BB&T Corporation (BBT), Capital One Finance Corporation (COF), Citizens Financial Group, Inc. (CFG), Comerica Incorporated (CMA), Fifth Third Bancorp (FITB), Huntington Bancshares Inc. (HBAN), Keycorp (KEY), M&T Bank Corporation (MTB), MUFG Americas Holding Corporation (MUAH), PNC Financial Services Group (PNC), Regions Financial Corporation (RF), SunTrust Banks Inc. (STI), US Bancorp (USB), and Wells Fargo & Company (WFC). Company-specific rating rationales for the other banks are published separately, and for further discussion of the large regional bank sector in general, refer to the special report titled 'Large Regional Bank Periodic Review,' to be published shortly. KEY RATING DRIVERS IDRs, VRs, AND SENIOR DEBT The affirmation of CFG's IDR and VR is supported by its solid capital profile, execution on its well-articulated strategy, and generally improving earnings profile. CFG's ratings also incorporate the company's clearly articulated and well-defined strategy, originally laid out in 2014. The bank continues to make progress towards meeting these initiatives. Related to this, Fitch has revised upwards Fitch assessments of the company's management and strategy, which encompasses Fitch views of CFG's ability to meet its stated business and financial objectives. At June 30, 2017, CFG's Common Equity Tier 1 ratio under Basel III was 11.2%, around 50bps better than the large regional peer median. CFG's Fitch Core Capital ratio is also on the high end of the peer group. Fitch expects CFG's capital ratios will decrease over time but believes the company will remain appropriately capitalized for its risk profile. Despite CFG's operating performance improvement, CFG's earnings profile remains a key ratings constraint. CFG's reported ROA in 1H17 was 86bps, below the large regional peer average and median (excluding CFG) of approximately 105bps. CFG's profitability lags its large regional peers primarily due to lower loan yields, albeit improving from a year ago, as well as a higher reliance on spread income than virtually all of its large regional peers. Upwards ratings movement is also currently constrained by relatively higher loan growth than all of its peers. During the last 12 months ending June 30, 2017, CFG grew loans higher than all of its peers (excluding KEY and HBAN that benefitted from large acquisitions), particularly in education loans, residential mortgages, and CRE loans. CFG has also grown its unsecured consumer portfolio considerably over last two years, though this portfolio remains only 2% of total loans. CFG's level of nonaccrual loans is also higher than the peer median as of June 30, 2017. Some of CFG's higher level of nonaccrual loan balances is due to its home equity portfolio, which is larger than peers. Home equity reset risk appears to be manageable to date with the majority of the loans resetting to a fully amortizing loan in 2020 and beyond. Nonetheless, prior vintages that have reset do have relatively high levels of charges-offs, modifications and delinquencies. For example, these categories together totaled 12%, 8%, and 6% for the 2014, 2015 and 2016 vintages, respectively, as of year-end 2016. Assuming home prices continue their generally favorable trends, this should help to mitigate the payment shock risk for these borrowers given their ability to refinance. Education lending continues to be an area of growth management intends to focus on, and it now comprises a more meaningful percentage of total loans at approximately 7% of June 30, 2017. CFG offers both undergraduate financing, almost entirely parent-guaranteed, and graduate loan refinancing products. Credit risk remains manageable in this portfolio with net charge-offs averaging 68bps over the past five quarters. Fitch expects that loan losses will increase from their unsustainably low levels for CFG, and for the industry. Some of the CRE loan growth is attributed to restrictions on CRE lending placed on the company in the past by its former parent, The Royal Bank of Scotland Group plc. However, with 37% growth in CRE loans over the past two years as of June 30, 2017, this level of loan growth outpaced peers, though that CFG still has a lower concentration of CRE than the peer median. To date, credit quality in the CRE book remains manageable only 34bps nonperforming at June 30, 2017 but warrants monitoring, given its growth. CFG's funding profile is roughly in line with peers, though does include the second highest loan-to-deposit ratio. Given the make-up of the large regional bank balance sheets, all 15 of the banks have relatively high liquidity subcomponents ratings, with an implied midpoint floor of 'a-' for these institutions. In addition to strong deposit market shares in their operating footprints, CFG, along with its peers, has multiple sources of funding, including issuance in the capital markets, FHLB advances, and brokered deposits. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES CFG's subordinated debt is notched one level below its VR for loss severity. CFG's preferred stock is notched five levels below its VR, two times for loss severity and three times for non-performance. These ratings are in accordance with Fitch's criteria and assessment of the instruments non-performance and loss severity risk profiles and have thus been affirmed due to the affirmation of the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The uninsured deposit ratings of Citizens Bank, N.A. and Citizens Bank of Pennsylvania are rated one notch higher than the bank's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY CFG's VR is equalized with those of its operating companies and banks, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. SUPPORT RATING AND SUPPORT RATING FLOOR CFG has a Support Rating (SR) of '5' and Support Rating Floor (SRF) of 'NF'. In Fitch's view, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES VR, IDRs, AND SENIOR DEBT Fitch views limited downside ratings risk for CFG and its subsidiary banks, though material, unexpected deterioration in asset quality or aggressively managing down capital are factors that could lead to negative ratings pressure. Positive rating momentum would be predicated on CFG improving profitability commensurate with higher-rated large regional peers, while maintaining disciplined growth and consistent underwriting standards. CFG may also be upgraded with greater seasoning in its recent loan growth without incurring outsized loan losses that exceed peer or industry averages. While Fitch does not anticipate a material downturn in the credit cycle over the near term, some variable-rate borrowers may be tested under a higher rate environment. Fitch does not anticipate that CFG will pursue a large bank M&A transaction, but any individual transaction would be evaluated for its impact on the company's capital, and risk profile. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings for CFG and its operating companies' subordinated debt and preferred stock are sensitive to any change to the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The long- and short-term deposit ratings are sensitive to any change to CFG's long- and short-term IDR. HOLDING COMPANY Should CFG's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is potential that Fitch could notch the holding company VR from the ratings of the operating companies. SUPPORT RATING AND SUPPORT RATING FLOOR Since CFG's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. The rating actions are as follows: Fitch has affirmed the following ratings: Citizens Financial Group, Inc. -- Long-Term IDR at 'BBB+'; Outlook Stable; -- Short-Term IDR at 'F2'; -- Viability rating at 'bbb+'; -- Subordinated debt at 'BBB'; -- Preferred stock at 'BB-'; -- Senior debt at 'BBB+'; -- Support rating at '5'; -- Support rating floor at 'NF.' Citizens Bank, NA -- Long-Term IDR at 'BBB+'; Outlook Stable; -- Short-Term IDR at 'F2'; -- Viability rating at 'bbb+'; -- Support rating at '5'; -- Long-term deposits at 'A-'; -- Senior unsecured at 'BBB+'; -- Short-term deposits at 'F2'; -- Support rating floor at 'NF.' Citizens Bank of Pennsylvania -- Long-Term IDR at 'BBB+'; Outlook Stable; -- Short-Term IDR at 'F2'; -- Viability rating at 'bbb+'; -- Support rating at '5'; -- Long-term deposits at 'A-'; -- Short-term deposits at 'F2'; -- Support rating floor at 'NF'. CITY WIDE INVESTMENTS: Wins Clawback Suit vs City of Milwaukee -------------------------------------------------------------- On April 26, 2017, City Wide Investments, LLC, filed an adversary complaint against the City of Milwaukee. The complaint asserts that the City's taking of an eight-unit rental property through in rem tax foreclosure was a fraudulent transfer. A trial was held on Sept. 19, 2017. There is no dispute that the Debtor was insolvent at the time of the transfer or became insolvent as a result of the transfer, and the transfer took place less than two years before the petition date. Thus, the question is whether the Debtor received reasonably equivalent value for the transfer. At the time of the transfer, the Debtor owed the City $49,105.44. According to the testimony of John Nazario, the Debtor's sole member, the Debtor had paid the base real estate taxes, and most of the amount due to the City was for building code violations and other fines added to the tax bill. The Debtor attempted to save the property from the tax foreclosure but these efforts were unsuccessful due to miscommunications with the Debtor's bank. The City took title to the property on Jan. 4, 2016, and sold the property for $150,000 on March 17, 2017. In the complaint, the Debtor sought to recover the value of the property from the City, less the consideration received in the amount of the unpaid fines and fees. Based on the testimony presented at the trial, Bankruptcy Judge Susan V. Kelley cannot accept the City's Scope of Work in determining the cost of repairs required to render the property rentable. Subtracting the questionable entries, and crediting the testimony of Nazario and contractor Neil Bliese, the Court determines that the approximate cost to bring the property into rentable condition was $20,000. Because Mr. Steven Stiloski's appraisal already deducted $10,000 to account for deferred maintenance, the Court will deduct another $10,000 from his $340,000 opinion of value. Accordingly, the Court determines the fair market value of the property at the time of the transfer was $330,000. Subtracting the consideration the Debtor received, which the parties agreed was $49,105.44, the City received a constructively fraudulent transfer in the amount of $280,894.56. Judgment on the Debtor's claim will be entered accordingly. The adversary proceeding is City Wide Investments, LLC, Plaintiff, v. City of Milwaukee, Defendant, Adversary No. 17-02115 (Bankr. E.D. Wis.). The bankruptcy case is in re: City Wide Investments, LLC, Chapter 11, Debtor, Case No. 17-22900-svk (Bankr. E.D. Wis.). A full-text copy of Judge Kelley's Memorandum Decision dated Oct. 3, 2017, is available at https://is.gd/QhOfnZ from Leagle.com. City Wide Investments, LLC, Plaintiff, represented by Leonard G. Leverson -- lgl@levmetz.com -- Leverson Lucey & Metz S.C. City Of Milwaukee, Defendant, represented by Hannah R. Jahn, City of Milwaukee, Kevin P. Sullivan, Assistant City Attorney. About City Wide Investments, LLC City Wide Investments, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.Wis. Case No. 17-22900) on April 3, 2017. Leonard G. Leverson, Esq., at Leverson Lucey & Metz SC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. The Debtor hired Commercial Property Consultants, Inc., as appraiser. COCOA SERVICES: Sale of All Assets JB Cocoa for $8.4M Approved -------------------------------------------------------------- Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York authorized Cocoa Services, L.L.C. and Morgan Drive Associates, L.L.C., to sell substantially all assets to Carlyle Cocoa Co., LLC for $8,390,000. Carlyle allocated $6,195,000 of its purchase price to the Cocoa Services' assets and $2,195,000 to the Morgan Drive assets. The Sale Hearing was conducted on Sept. 26, 2017. The Debtors conducted the Auction on Sept. 6, 2017 at the law office of Riker Danzig Scherer Hyland & Perretti, LLP in Morristown, New Jersey. The two Qualified Bidders at the Auction were JB Cocoa Holding, Inc. and Carlyle. JB Cocoa declined to bid at the Auction. Section 7.02(g) of the Winning Bidder APA, which requires the Debtors to submit, prior to the Closing, an administrative amendment to the New Jersey Department of Environmental Protection, Division of Air Quality, concerning the transfer of a General Permit to Carlyle, will be deemed stricken from the Winning Bidder APA, as the applicable regulations require that the relevant administrative amendment be filed by Carlyle within 120 days of the Closing, rather than by the Debtors. No later than Sept. 30, 2017, Alan Nisselson, in his capacity as Chapter 7 Trustee of Transmar, will execute and deliver the certificate required pursuant to Section3.03(a)(v) of the Winning Bidder APA, whereby Transmar will certify, as the sole member of Morgan Drive, that it is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code. Upon the Closing, the Purchased Assets will be sold, transferred or otherwise assigned to Carlyle free and clear of all liens, claims and encumbrances, with all such liens, claims and encumbrances to attach to the proceeds of sale. The Purchased Assets do not include the Third Party Inventory, which includes, for the avoidance of any doubt, any and all inventory owned by Transmar Commodity Group, Ltd. or and Icestar B.V. located at Cocoa Services' warehouse located at 400 Eagle Ct., Swedesboro, New Jersey. Carlyle will continue to store any Third Party Inventory owned by Transmar, or in which Transmar has an interest, for up to 30 days following the Closing without any storage charge to Transmar, during which time Transmar or its authorized representatives will use commercially reasonable efforts to sell or otherwise dispose of such Third Party Inventory. Carlyle will provide Transmar or its authorized representatives and any prospective purchasers of Transmar's Third Party Inventory with reasonable access to Transmar's Third Party Inventory to allow prospective purchasers to inspect and sample such Third Party Inventory. This access is by appointment only. Carlyle will reasonably cooperate with Transmar's efforts to sell or otherwise dispose of Transmar's Third Party Inventory. Transmar will be charged a tailgate handling fee of $.33 per hundred pounds at the time of shipment. Carlyle will continue to store any Third Party Inventory owned by Icestar, or in which Icestar has an interest, until and including Oct. 31, 2017 without any charge to Icestar, and at a rate of $.15 per carton per month thereafter. Storage time will not be prorated. Icestar (or its respective authorized representatives) will use commercially reasonable efforts to sell or otherwise dispose of Third Party Inventory owned by Icestar. Carlyle will provide Icestar (orits authorized representatives) and any prospective purchasers of Icestar's Third Party Inventory with reasonable access to Icestar's Third Party Inventory to allow prospective purchasers to inspect and sample such Third Party Inventory. This access is by appointment only. Carlyle will reasonably cooperate with Icestar's efforts to sell or otherwise dispose of Icestar's Third Party Inventory. Icestar will be charged a tailgate handling fee of $.33 per hundred pounds at the time of shipment for any of its Third Party Inventory shipped after Oct. 1, 2017. Upon Closing, Cocoa Services will segregate the sum of $5,308,526, which is the amount the Debtors believe Cocoa Services owes to Bank of the West as of the Petition Date. If Transmar does not file a Challenge by the expiration of the Challenge Period, Cocoa Services will settle an order on seven days' notice to the Court seeking authority to pay over such amount to Bank of the West. If Bank of the West subsequently asserts that a sum greater than $5,308,526 is due, to satisfy its claim, Bank of the West will notify the Debtors in writing and provide an accounting of its claim. If the Debtors agree with such additional sums, the Cocoa Services will settle an order on seven days' notice to the Court authorizing the payment of such additional sums to Bank of the West. If the Debtors do not agree with such additional sums, Bank of the West may file an appropriate motion with the Court to determine the correct amount of its claim. For the avoidance of doubt, until Bank of the West's claim has been indefeasibly paid in full, any and all liens and claims of Bank of the West against the Purchased Assets will attach to the sale proceeds with the same validity, enforceability, priority, force and effect that they now have. Upon Closing with Carlyle, the Debtors will pay to JB Cocoa the Transaction Expenses on a pro rata basis based on the purchase price allocation set forth in the Allocation Schedule in the Winning Bidder APA and will return JB Cocoa's Good Faith Deposit. Upon Closing, other than (i) the segregated funds and subsequent payment to Bank of the West referenced and (ii) the payment of the Transaction Expenses and JB Cocoa's Good Faith Deposit to JB Cocoa referenced, the Debtors will segregate and hold the remainder of the sale proceeds, including additional amounts which may be payable to Bank of the West, pending a further order of the Court. The sale of the Purchased Assets is exempt from any applicable transfer taxes pursuant to N.J.S.A. 46:15-19(g). The Debtors are authorized to assume and assign the Assigned Contracts set forth on Section 2.01(c) of the Disclosure Schedules, which Section 2.01(c) is amended to include: (i) an Oct. 27, 2016 Staffing Agreement between Infinity Staffing Solutions, LLC, doing business as Lyneer Staffing Solutions and Cocoa Services; and (ii) a Feb. 2, 2012 amendment to the Hershey Contract, but only to the extent the 2012 Hershey Amendment modifies Section 13.1 of the Hershey Contract so as to require six months' notice in order to terminate the Hershey Contract. To the extent there are any arrearages owed to subcontractors relating to Cocoa Services' performance of services under the Hershey Contract, Cocoa Services will cure such arrearages within 30 days after Closing. Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), and to any extent necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure (as made applicable by Bankruptcy Rule 7054), the Order will be effective immediately upon entry and the Debtors are authorized to close the sale immediately upon entry of the Order. Notwithstanding the possible applicability of Fed. R. Bankr. P. 6004(h), 6006(d), 7062 and 9014, the terms and conditions of the Order will be effective immediately and enforceable upon its entry, and no automatic stay of execution will apply to this Order. The Debtors and Carlyle are authorized to close immediately upon entry of the Order. About Cocoa Services Cocoa Services, L.L.C., operates a cocoa liquor and cocoa butter melting and deodorizing facility in Logan Township, Gloucester County, New Jersey. Morgan Drive Associates LLC is a real estate holding company that owns the land and building at which Cocoa Services operates. Cocoa Services and Morgan Drive are affiliates of and wholly-owned subsidiaries of Transmar Commodity Group, Ltd. TCG filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13625) on Dec. 31, 2016, estimating assets and debt of $100 million and $500 million. The case is pending before the Honorable James L. Garrity, Jr. Cocoa Services, L.L.C., and Morgan Drive Associates, L.L.C., sought Chapter 11 protection (Bankr. S.D.N.Y. 17-11936 and 17-11938) on July 14, 2017. The cases are also pending before Judge Garrity. Cocoa Services disclosed total assets of $18.34 million and total liabilities of $18.55 million as of July 11, 2017. Riker Danzig Scherer Hyland & Perretti LLP is serving as counsel to the Debtors. Klestadt Winters Jureller Southard & Stevens, LLP, is local counsel. Deloitte Transactions And Business Analytics LLP's Robert Frezza is the chief restructuring officer. Prime Clerk LLC is the claims and noticing agent for Cocoa Services and Morgan Drive. COLUMBIA LAWRENCE: Columbia Buying All Assets of Tower 1 for $23M ----------------------------------------------------------------- Columbia Lawrence Holdings 1, LLC, asks the U.S. Bankruptcy Court for the Eastern District of New York to authorize it (i) to use property of the estate, its 100% membership interest in 126 Columbia Tower 1, LLC, outside the ordinary course business; and (ii) to grant member approval to Tower 1 to sell substantially all its assets, specifically, the real property it owns, to Columbia International, LLC for $23 million. The Debtor makes the application on an emergency basis to enable the prompt closing of the sale, which, when combined with a sale by 126 Columbia Tower 2, LLC (the subject of a companion motion in the related case of Columbia Lawrence Holdings 2, LLC), will generate enough proceeds to pay both mortgage lender on the real property and the sole secured creditor in the case, West 126th Street Mezz Lender, LLC. The Debtor is a holding company. Its sole asset is a 100% membership interest Tower 1, a New York limited liability company which owns real property on West 126th Street in Manhattan, in particular, Block 1966, Lots 77, 78, 80, 81, 82 and 83. The Debtor has a sister company, Columbia Lawrence Holdings 2, LLC, which is also a debtor in the Court. That debtor is also a holding company whose sole asset is a 100% membership interest in 126 Columbia Tower 2, LLC, a New York limited liability company which also owns real property on West 126th Street (and West 127th Street) in Manhattan, in particular, Block 1967, Lots 9, 10 and 12. The two Debtor holding companies are joint borrowers from Mezz Lender. Mezz Lender is secured by a pledge of the 100% membership in the two subsidiaries of the Debtors, which own the underlying real property. These subsidiaries, in turn, are joint mortgage borrowers from Aristone 2015 126th Street Lender, LLC. The principal amount of the mortgage debt on the underlying real property is $19 million. The amount of the debt to Mezz Lender as of the chapter 11 petition date is $3.6 million. Consequently, the amount necessary to satisfy both Aristone and Mezz Lender is approximately $22.6 million. Tower 1 has a contract to sell its real property for $23 million. Tower 2 has a contract to sell its real property for $6.2 million. Tower 1 had executed a prior contract, which was recorded on the real property records. The parties to the prior Tower 1 contract have executed a termination agreement for the prior Tower 1 contract. The termination agreement requires the payment of $5,334,989, which represents the return of the down payment plus interest. The sum of the purchase prices for the two current contracts is $29.2 million, which is more than enough to satisfy both Aristone and Mezz Lender and fund the payment for the termination of the prior Tower 1 contract. Since neither Tower 1 nor Tower 2 is a Debtor in a case under the Bankruptcy Code, these contracts do not require Court approval. Nevertheless, since Tower 1 and Tower 2 are selling substantially all their assets, they each need approval of their members, who are Debtors in the Court. The salient terms of the Tower 1 Contract are: a. Seller: 126 Columbia Tower 1, LLC, c/o William X. Zou, Law Offices of Xian Feng Zou, 136-20 38 Ave., Suite 10D, Flushing, New York 11354. b. Buyer: Columbia International, LLC, 36-26 Main St., Suite 3A, Flushing, New York 11354 c. Price: $23,000,000 d. Deposit: $1,800,000 e. Broker: None f. Closing: The closing will take place at the office of Law Offices of Xian Feng Zou, 136-20 38 Ave., Suite 10D, Flushing, New York 11354, within 30 days from the date of execution of contract, time being of essence against the Purchase, so long as title to the Premises is cleared to close. g. The Assets are being sold on an "as is, where is" basis. A copy of the Contracts attached to the Motion is available for free at: http://bankrupt.com/misc/Columbia_Lawrence_26_Sales.pdf Granting approval to the Tower entities to sell substantially all their assets is a sound business decision. Such sales will not only satisfy the mortgage debt of the Tower entities and pay the termination fee of the prior Tower 1 contract, it will also generate sufficient proceeds to satisfy the secured debt of the Debtor to Mezz Lender, with the remaining proceeds to fund the bankruptcy case and make a distribution to the equity holder. Accordingly, the Debtor asks the Court to approve the relief sought. About Columbia Lawrence Columbia Lawrence Holdings 1, LLC and Columbia Lawrence Holdings 2, LLC, sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 17-43978 and 17-43979, respectively) on July 31, 2017. The petitions were signed by Bo Jin Zhu, sole member. The Debtors each estimated assets and liabilities in the range of $1 million to $10 million. Judge Elizabeth S. Stong (17-43978) and Judge Carla E. Craig (17-43979) are assigned to the cases. The Debtors tapped William X Zou, Esq., at Law Offices of Xian Fend Zou, as counsel. COMSTOCK MINING: Tonogold Plans $20M Investment for Lucerne Project ------------------------------------------------------------------- Comstock Mining Inc. has entered into an option agreement with Tonogold Resources, Inc. for a mining joint venture on the permitted, Lucerne Mine Project. Strategic Option and Joint Venture Highlights * Accelerates drilling and development activities of $1 million in the first six months; * Provides potentially $2.2 million to Comstock; $0.2 million immediately and another $2 million within 6-months, in the event that Tonogold elects to extend the option; * Subsidizes approximately $1.2 million in annual operating expenses of the Company; * Invests $20 million in engineering, drilling, development and test-work towards completing a technical and economic feasibility assessment and re-commencing production in Lucerne; - Requires $7 million of investment in the first 18 months; - Requires $13 million in the second 18 months, or $20 million cumulatively over 3 years; - Establishes a technical oversight committee of mining professionals for these activities; * Enables an "earn-in" of 51% of the Lucerne properties when all prerequisites are completed; and * Grants a second option to acquire 51% of the Lucerne Mine infrastructure, including the American Flat property, plant and equipment for an additional $25 million. Under the Agreement, when Tonogold completes its $20 million investment, and other related prerequisites, for the evaluation and mine development for Lucerne's economic feasibility and mine production plans, Tonogold and Comstock would then effect a joint venture for the future mining of mineral resources on the Lucerne. The Agreement also provides up to $2.2 million in direct funding for Comstock and approximately $1.2 million per annum in subsidized costs. By electing to enter the second phase of the arrangement, in addition to paying Comstock $2 million, Tonogold is required to spend a total of $7 million during the next 18-month period in order to enter the third phase. In the third and final phase of the earn-in period, Tonogold is required to invest an additional $13 million (cumulative investments of $20 million) with the goal of completing an assessment that includes a commercially viable mine plan, mine economics and production schedules. When all obligations are met, Tonogold will have earned a 51% interest in the entity that owns the Lucerne mine properties. In addition, Tonogold is granted an option under the Agreement to acquire 51% of the Lucerne Mine infrastructure, including the American Flat property, plant and equipment, for an additional $25 million. If Tonogold does not elect to extend the option beyond the initial 6-months, it will be required to make a further payment to Comstock equal to $1 million less actual costs incurred on the Lucerne Properties during the initial 6-month period. Mr. Corrado De Gasperis, executive chairman and CEO of the Company said, "We have been extremely diligent in establishing our first collaborative agreement with a strategic mining partner with strong technical expertise and well-aligned incentives to advance Lucerne back into production. The agreement immediately accelerates the evaluation, drilling and development activities, without share dilution, while lowering our annual costs by over one-third." The evaluation program is currently directed at producing a robust resource model for Lucerne as well as assessing a series of geological targets in the Silver City Branch of the Comstock Lode, including the Succor vein systems, the historic Woodville Bonanza system and the PQ target. These initial targets represent the core of a broader geological corridor. Previous surface drilling in the area suggest more than 1,000 feet of mineralized strike in the Succor zone, lying generally adjacent to and below the Lucerne Cut, with good potential to yield high-grade gold and silver. The 1,000-foot plus Succor Vein Target has an average true width of 15 feet and an average dip of 65 degrees. The structure has reported historic mining grades of approximately 0.54 ounces per ton of "recovered" gold per ton and is open to the east and at depth, along the entire structure. The nearby Woodville Bonanza structure includes the same supporting historical mappings with reported historic mining grades of 0.749 ounces of gold per ton. The Woodville has significant current drill data including 116 intercepts of at least 10 feet, grading over 0.22 ounces per ton gold and 1.59 ounces per ton silver. Mr. Mark Ashley, CEO of Tonogold commented, "Comstock Mining has done an excellent job consolidating an historic, world-class mining district and then entitling it for productive development. We see an opportunity to develop a significant, profitable and sustainable operation within the next three years." Tonogold is a U.S.-based mining company that is focused on advanced exploration properties in Nevada and Mexico. Tonogold's team of proven and successful mining executives and investors are working to build a portfolio of mineral properties that will give its investors a leveraged exposure to gold, silver and other minerals and metals allowing them to benefit from its exploration, mining and financial expertise. Mr. De Gasperis, concluded, "We understand the Lucerne resource much better since mining and processing over the past 5 years, including excellent metallurgical yields. This venture will focus on developing a sustainably profitable mine from a smaller, higher-grade resource than previously targeted. We feel the potential of Lucerne depends on this type of technical collaboration, with the right partner and capital to enable it. Ultimately, plans to invest almost $50 million for 51% speak for themselves." About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock District in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Comstock Mining reported a net loss of $12.96 million for the year ended Dec. 31, 2016, a net loss of $10.45 million for the year ended Dec. 31, 2015, and a net loss of $9.63 million for the year ended Dec. 31, 2014. The Company's balance sheet at June 30, 2017, showed $32.69 million in total assets, $21.11 million in total liabilities and $11.57 million in total stockholders' equity. COOLTRADE INC: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Cooltrade, Inc. 18940 N. Pima Road Scottsdale, AZ 85255 Type of Business: CoolTrade Inc. -- http://www.cool-trade.org/-- is the creator of the CoolTrade system, a fully robotic stock trading technology. Released in 2004, CoolTrade has provided thousands with technology that delivers the most relevant, intuitive and powerful tools for online trading. The CoolTrade Robotic Automated Trader executes strategies 100% on its own. The CoolTrade platform was developed by former Microsoft programmer, Ed Barsano. The Company has partnered with leading brokers such as TD Ameritrade, E-Trade, AutoShares, and Interactive Brokers. Chapter 11 Petition Date: October 6, 2017 Case No.: 17-11886 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Brenda K. Martin Debtor's Counsel: James F Kahn, Esq. KAHN & AHART, PLLC Bankruptcy Legal Counsel 301 E. Bethany Home Rd., Ste C-195 Phoenix, AZ 85012 Tel: 602-266-1717 Fax: 602-266-2484 E-mail: James.Kahn@azbk.biz Estimated Assets: $0 to $50,000 Estimated Liabilities: $500 million to $1 billion The petition was signed by Edward Barsano, CEO. The Debtor did not file a list of its 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/azb17-11886.pdf COPSYNC INC: Hires Jones Walker as Special Counsel -------------------------------------------------- COPsync, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Jones Walker, LLP, as special counsel to the Debtor. COPsync, Inc. requires Jones Walker to serve as special counsel in coordination with Adams and Reese LLP. Jones Walker will also serve as conflicts counsel should any conflict arise for Debtor's counsel, Adams and Reese. Jones Walker will be paid at these hourly rates: R. Patrick Vance $495 Mark Mintz $350 Laura Ashley $300 Law Clerks and Paralegals $110-$210 Jones Walker received a retainer from the Debtor in the amount of $15,000. The Debtor agrees that $1,000 will serve as payment for all prepetition services and $14,000 will serve as a post-petition retainer. Jones Walker will also be reimbursed for reasonable out-of-pocket expenses incurred. R. Patrick Vance, member of Jones Walker, 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. Jones Walker can be reached at: R. Patrick Vance, Esq. JONES WALKER, LLP 201 St. Charles Avenue, Suite 4900 New Orleans, LA 70170-5100 Tel: (504) 582-8000 About Copsync, Inc. COPsync, Inc., filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-12625) on Sept. 29, 2017. The Debtor hired Robin B. Cheatham, Esq., Victoria P. White, Esq., and Scott R. Cheatham, Esq., of Adams and Reese LLP, as bankruptcy counsel; and Jones Walker, LLP, as special counsel. COPsync, Inc. was created in 2005 as a "software for a service" or "SaaS" platform for law enforcement to share real-time information amongst counties, agencies, and departments. It was created in response to the 2000 death of one of COPsync's co-founders' colleagues and friends, Texas Department of Public Safety Trooper Randy Vetter, who was killed making what he believed to be a routine traffic stop for a seatbelt violation. The company serves over 2,000 customers, including law enforcement agencies and state, county and local law enforcement departments; schools; and private sector companies that are hi-target facilities. The Company's products include nationally shared network of law enforcement information COPsync Network, software-driven in-car HD video system Vidtac, real-time threat alert system COPsync911, and court buildings security provider COURTsync. COPsync completed a $10.6 million equity financing capital raise in November 2015 and became listed on the Nasdaq Capital Market exchange (COYN). CRS REPROCESSING: Triangle Buying All Assets for $25M Credit Bid ---------------------------------------------------------------- CRS Reprocessing, LLC, asks the U.S. Bankruptcy Court for the Western District of Kentucky to authorize the bidding procedures in connection with the sale of substantially all assets to Triangle Capital Corp. for a purchase price consisting of (i) the assumption at closing of certain liabilities and payment of all amounts thereof; (ii) payment of cure costs in connection with the assumption of contracts, (iii) an amount not less than $25 million payable in the form of the exercise of credit bid rights with respect to all of the aggregate obligations then outstanding under the Triangle Facility, the THL Facility and the DIP Financing, and (iv) a cash payment in the amount of $600,000, subject to overbid. As of the Petition Date, the Debtor had assets including accounts receivable in the estimated face amount of $1,561,000, approximately $319,000 in inventory, and approximately $3,325,000 in fixed assets and other personal property. The Debtor's liabilities include secured claims in the principal amount of approximately $43 million and approximately $17 million in unsecured claims, excluding the unsecured deficiency claims held by the Debtor's lenders. Of this $17 million, approximately $700,000 is unsecured non-insider accounts payable. As of the Petition Date, the Debtor's financing was obtained through four credit facilities. Pursuant to the Triangle Credit Facility, the Debtor received funds from a revolving line of credit in the face principal amount of $5 million. The Triangle Credit Facility is secured by a first priority security interest in the Debtor's accounts receivable, cash, cash equivalents and deposit accounts, among other security, all as set forth in that Security Agreement dated as of June 16, 2011, as amended ("Triangle Credit Facility Collateral"). Pursuant to the Interim Credit Facility, the Debtor received funds from a financing in which Triangle Capital Corp. was a Subordinated Note Holder, among others, and served as agent for the Subordinated Note Holders in the original maximum principal amount of $3.5 million. The Interim Credit Facility is secured by a second priority security interest in the Cash Collateral, among other security, all as set forth in that certain Security Agreement dated Oct. 15, 2014 by and between (among others) the Debtor, Triangle as Collateral Agent for the Secured Parties defined therein, and the Secured Parties defined therein, including Triangle. Pursuant to the THL Credit Facility, the Debtor received approximately $31 million from a financing provided by THL and Triangle. The THL Credit Facility is secured by a first priority security interest in the Debtor's equipment, fixtures, inventory, goods, instruments, intellectual property, all proceeds and all other assets of the Debtor except that THL holds a third priority lien on the Triangle Credit Facility Collateral. On Sept. 11, 2017, Triangle purchased and was assigned all of THL's right, title and interests in the THL Credit Facility, succeeding to all of THL's rights and interests in the THL Credit Facility Collateral. On June 30, 2017, both the Triangle Credit Facility and the THL Credit Facility matured. The Debtor made the interest payments on both facilities that were due on June 30, 2017 but did not make the interest payments due on July 31, 2017. The Debtor's secured lender, Triangle, has agreed to provide financing to the Debtor through DIP Financing to allow it to fund ongoing operations, continue paying wages, and provide for the expenses generally attendant to the bankruptcy process. As a condition to providing the DIP Financing, the Debtor is required to pursue a sale of substantially all of its assets. Due to the critical needs for capital and as a condition of the DIP Financing, Triangle has required that substantially all of the Debtor's assets be marketed for sale. Accordingly, on July 17, 2017, the Debtor engaged the investment banking firm of Lincoln Partners Advisors, LLC, to assist it in marketing its assets and securing and closing a sale resulting from that marketing effort. On July 28, 2017, Triangle proposed the Asset Purchase Term Sheet, pursuant to which Triangle agreed to serve as the Stalking-Horse Bidder for the purchase of substantially all of the Debtor's assets. As a result of this Asset Purchase Term Sheet and intense negotiation, the parties agreed as to the form of an Asset Purchase Agreement ("Original 363 APA"). As a result of delays attendant to the finalization and court approval of the DIP Financing, the Stalking-Horse Bidder terminated the Original 363 APA. As a result of further intense negotiations, the parties entered into another Asset Purchase Agreement ("Stalking-Horse APA"). The Stalking-Horse APA provides that Triangle will pay a purchase price consisting of (i) the assumption at closing of the Assumed Liabilities and payment of all amounts thereof; (ii) payment of Cure Costs in connection with the assumption of the Assumed Contracts, (iii) an amount not less than $25 million payable in the form of the exercise of credit bid rights with respect to all of the aggregate obligations then outstanding under the Triangle Facility, the THL Facility and the DIP Financing, and (iv) a cash payment in the amount of $600,000. The Stalking-Horse Bidder has agreed to notify all interested parties of the anticipated dollar amount of the credit bid component of the Purchase Price, including any additional amounts anticipated to be provided pursuant to the DIP Financing after Oct. 22, 2017 but prior to the Auction, as of Nov. 1, 2017 no later than five days prior to the Bid Deadline (proposed to be Oct. 27, 2017), or Oct. 22, 2017 and the Debtor agrees to direct Lincoln to provide email notice of such set amount for the Purchase Price to all parties that have expressed an interest in purchasing the Assets and the United States Trustee for Region 8. For avoidance of doubt, and except as set forth, the Purchase Price is not intended and will not limit Triangle's ability to make a credit bid with any and all remainder of its debt owed from the Debtor (pre- and post-petition). In exchange for the Stalking-Horse Bidder's willingness to serve in such capacity, the Stalking-Horse APA also calls for (i) a Break-Up Fee in the amount of $350,000; and (ii) an expense reimbursement of up to $150,000 to reimburse the Stalking-Horse Bidder's actual sale-related expenses to be paid to the Stalking-Horse Bidder in the event that it is outbid at the Auction. The transactions contemplated by the Stalking-Horse APA are subject, among other things, to the Court's approval. Notwithstanding the Debtor's selection of the Stalking-Horse Bidder and execution of the Stalking-Horse APA, the Debtor, with the assistance of Lincoln, is marketing the Purchased Assets aggressively in order to ensure the Purchase Price is tested through market forces and auction. There has been adequate and reasonable notice of the Sale. The Motion was filed on Oct. 2, 2017, with a proposed Sale Procedures Hearing to be held during the week of Oct. 15, 2017. Lincoln has and will continue to market the Purchased Assets during the period preceding a hearing on the Motion. The Debtor and Lincoln have begun and intend to continue to run a robust and aggressive marketing process to strategic and financial buyers, both located domestically and internationally. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 27, 2017 at 5:00 p.m. (ET) b. Qualified Bid: No less than $550,000 more than the Purchase Price c. Deposit: 5% of the value of Bid d. Auction: The Debtor contemplates holding the Auction at Stoll Keenon Ogden PLLC, 500 West Jefferson Street, Suite 2000, Louisville, Kentucky, on Nov. 1, 2017 at 2:00 p.m. (ET). e. Bid Increments: $250,000 in cash and/or assumed liabilities f. Sale Hearing: Nov. 8, 2017 g. Bidder Protections: (i) Break-Up Fee - $350,000 and (ii) Expense Reimbursement - $150,000 h. Closing: The closing of any sale of any of the Purchased Assets will occur in accordance with the terms of the Successful Bidder's APA, and will occur no later than five business days after entry of the Sale Order unless extended by agreement of the Purchaser and the Debtor. The Debtor asks entry of an Order approving the assumption by the Debtor and the assignment by the Debtor to any Successful Bidder of the Contracts. Except as may be otherwise provided in the Stalking-Horse APA, the Purchased Assets will be sold without warranty or representation of any kind or nature, and are being purchased by the Successful Bidder "as is, where is" and "with all faults," and free and clear of any and all liens, claims, interests and encumbrances. A copy of the Stalking-Horse APA is attached to the proposed Bidding Procedures is available for free at: http://bankrupt.com/misc/CRS_Reprocessing_180_Sales.pdf The Sale Procedures Order tendered with the Motion includes an authorization for the Debtor to pay certain key employees amounts necessary to retain and incentivize them through the contemplated sale process. A Key Employee Retention Plan ("KERP") and a Key Employee Incentive Plan ("KEIP"). The KERP provides for approximately $200,000 in retention bonuses to be paid to the Debtor's employees not in senior management if ethey stay through the sale and are employed by the buyer. The Debtor estimates that there will be approximately 40 eligible mployees, each of whom would be paid between $1,000 and $15,000, as determined by the Debtor's management. The KEIP applies to the Debtor's senior management, providing for approximately $150,000 to be paid to that group. None of the Debtor's current employees have been offered post-sale employment by any bidder on the Debtor's assets, yet their continued services and full commitment to the sale process are vital to the Debtor and their availability is valuable to a buyer. Absent the potential for additional compensation they may have insufficient incentive not to accept other positions during the sale process. Further, to the extent a purchaser does want the services of a key employee after sale, the plans increase the likelihood they can get those services. The funds are payable at the closing of a sale. SG&A and Payroll categories in the DIP Loan Facility Budget, evidencing support of the DIP lender/Stalking-Horse bidder for such expenditure. Approval of such plans is common in chapter 11 cases. These payments are appropriate. The Debtor proposes to give notice of the Sale, the Sale Procedures Order, the Auction and the Sale Hearing. As set forth in the proposed Sale Notice, objections, if ay, must be filed no later than two business days prior to the date set by the Court for the Sale Hearing. It also proposes to file and serve upon all parties to the Contracts that are or may be assumed and assigned in connection with the Sale a Cure Claim Notice, within two business days after the day on which the Sale Procedures Order is entered. An objection to its scheduled Cure Amount or the assumption and assignment of their Contract(s) must be filed no later than two days prior to the date set by the Court for the Sale Hearing. According to the Debtor, time is of the essence with respect to the contemplated transaction, given the fact that the Debtor is anticipated to have borrowed or incurred obligations for all funds to which it is entitled under the DIP budget by Nov. 3, 2017, and its right to borrow money under the DIP Financing will expire on Jan. 31, 2018. As such, the Debtor has every expectation that it will choose to close the Sale as soon as possible after all closing conditions have been met or waived. Accordingly, the Debtor respectfully asks that the Court waives the 14-day stay period under Rules 6004(h) and 6006(d) in the instance. The Purchaser: TRIANGLE CAPITAL CORP. 9780 Ormsby Station Road Suite 2500 Louisville, KY 40223 Attn: Chief Executive Officer Telephone: (502) 778-3600 Facsimile: (502) 778-3606 The Purchaser is represented by: STOLL KEENON OGDEN PLLC 300 West Vine Street, Suite 2100 Lexington, KY 40507-1801 Attn: R. David Lester, Esq. Telephone: (859) 231-3082 E-mail: David.Lester@skofirm.com Lincoln can be reached at: Brent C. Williams Brendan J. Murphy LINCOLN INTERNATIONAL, LLC 444 Madison Avenue, Suite 300 New York, NY 10022 About CRS Reprocessing CRS Reprocessing, LLC -- http://www.crs-reprocessing.com/-- is a global partner in fluid reprocessing management, offering people, technology and services to efficiently handle industrial fluids for a variety of industries. With 30 years of expertise and operations in the U.S., Europe and Asia, its custom-built, on-site reprocessing facilities economically transform used fluids back to customer-specified performance levels, allowing high-yield waste recovery and lower unit costs. CRS Reprocessing, LLC, based in Louisville, KY, filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 17-32565) on Aug. 9, 2017. The petition was signed by Scott T. Massie, chief executive. In its petition, the Debtor estimated $1 million to $10 million in assets and $50 million to $100 million in liabilities. Lea Pauley Goff, Esq., and Emily Pagorski, Esq., at Stoll Keenon Ogden PLLC, serve as bankruptcy counsel to the Debtor. CS360 TOWERS: Trustee's $475K Sale of Condo Unit Okayed ------------------------------------------------------- Judge Robert S. Bardwil of the U.S. Bankruptcy Court for the Eastern District of California authorized Bradley Sharp, Chapter 11 Trustee of CS360 Towers, LLC, to sell the real property colloquially known as Condominium Unit 808 in the building located at 500 N Street, Sacramento, California, to James and Quincy Roxburgh for $475,000. A hearing on the Motion was held on Sept. 27, 2017. The sale is free and clear of the liens, claims or interests. Except as otherwise provided in the Motion, the Sale Assets will be sold, transferred, and delivered to Buyer on an "as is, where is" or "with all faults" basis. The Trustee is authorized to pay the following claims at closing of the sale: (a) Net Sale Proceeds (defined as the purchase price, less less $120,000 ("Estate Reserve"), to Passi Realty, LLC in partial satisfaction of the Passi note secured by a deed of trust recorded against the Sale Assets; and (b) payment of (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 included among the purchased assets; and (ii) the closing costs identified in Exhibit C to the Exhibit List submitted with the Motion, including broker commissions. Unless the holders of the liens, claims or interests identified have agreed to other treatment, their liens, claims or interests will attach to the Estate Reserve with the same force, effect, validity and priority that previously existed against the Sale Assets, without the need to file or execute any financing statements or other documents, and the Estate Reserve will be held pending further order of the Court. The Order will be effective immediately upon entry. No automatic stay of execution, pursuant to Rule 62(a) of the Federal Rules of Civil Procedure, or Bankruptcy Rules 6004(h) or 6006(d), applies with respect to the Order. Passi will retain any liens or deeds of trust on property other than the Sale Assets and any deficiency claim that it may have. About CS360 Towers CS360 Towers, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-20731) on Feb. 3, 2017. Mark D. Chisick, manager, signed the petition. At the time of filing, the Debtor disclosed total assets of $18.46 million and total liabilities of $5.72 million. The case is assigned to Judge Robert S. Bardwil. The Debtor is represented by Stephan M. Brown, Esq., at the Bankruptcy Group, P.C. Bradley Sharp of Development Specialists, Inc., was appointed as Chapter 11 trustee of the Debtor on March 27, 2017. Downey Brand LLP is the Trustee's legal counsel. Coldwell Banker Residential Brokerage; Cal Northern Realty Group; and Jones Lang LaSalle Brokerage, Inc., have been retained by the Trustee as real estate brokers, and Swicker & Associates Accountancy Corporation, as his tax advisor. CYTORI THERAPEUTICS: Amends Units Subscription Rights Prospectus ---------------------------------------------------------------- Cytori Therapeutics, Inc., filed with the Securities and Exchange Commission a first amendment to its registration statement on Form S-1 relating to the distribution to holders of the Company's common stock, at no charge, non-transferable subscription rights to purchase up to 10,000 units. Each unit consists of one share of Series B Preferred Stock and 1,250 warrants. Each Warrant will be exercisable for one share of the Company's common stock. Holders will receive one subscription right for every share of common stock owned at 5:00 p.m., Eastern Time, on Oct. 27, 2017, the record date of the Rights Offering, or the Record Date. The Series B Preferred Stock and the Warrants comprising the Units will separate upon the closing of the Rights Offering and will be issued separately but may only be purchased as a Unit, and the Units will not trade as a separate security. The subscription rights will not be tradable. Each subscription right will entitle holders to purchase one Unit at a subscription price per Unit of $1,000. Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $0.48 per share from the date of issuance through its expiration 30 months from the date of issuance. The Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on Nov. 21, 2017, unless the Rights Offering is extended or earlier terminated by the Company. If the Company elects to extend the Rights Offering, it will issue a press release announcing the extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced expiration date of the Rights Offering. The Company may extend the Rights Offering for additional periods in its sole discretion. Once made, all exercises of Subscription Rights are irrevocable. The Company has not entered into any standby purchase agreement or other similar arrangement in connection with the Rights Offering. The Rights Offering is being conducted on a best-efforts basis and there is no minimum amount of proceeds necessary to be received in order for the Company to close the Rights Offering. The Comopany has engaged Maxim Group LLC to act as dealer-manager in the Rights Offering. A full-text copy of the regulatory filing is available at: https://is.gd/qkfYnf About Cytori Cytori -- http://www.cytori.com/-- is a therapeutics company developing regenerative and oncologic therapies from its proprietary cell therapy and nanoparticle platforms for a variety of medical conditions. Data from preclinical studies and clinical trials suggest that Cytori Cell Therapy acts principally by improving blood flow, modulating the immune system, and facilitating wound repair. As a result, Cytori Cell Therapy may provide benefits across multiple disease states and can be made available to the physician and patient at the point-of-care through Cytori's proprietary technologies and products. Cytori Nanomedicine is developing encapsulated therapies for regenerative medicine and oncologic indications using technology that allows Cytori to use the benefits of its encapsulation platform to develop novel therapeutic strategies and reformulate other drugs to optimize their clinical properties. BDO USA, LLP, in San Diego, California, Cytori's independent accounting firm, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Cytori reported a net loss of $22.04 million for the year ended Dec. 31, 2016, compared to a net loss of $18.74 million for the year ended Dec. 31, 2015. As of June 30, 2017, Cytori had $32.47 million in total assets, $21.24 million in total liabilities and $11.23 million in total stockholders' equity. The Company has an accumulated deficit of $392.7 million as of June 30, 2017. DAVID CHAMBERLAIN: 374 Amory Buying Amory Property for $30K ----------------------------------------------------------- David Tudor Chamberlain asks the U.S. Bankruptcy Court for the Central District of California to authorize the bidding procedures and his Purchase and Sale Agreement with 374 Amory Street Realty Trust in connection with the sale of the real property located at 274 Amory, Manchester, New Hampshire for $30,000, subject to overbid. A hearing on the Motion is set for Oct. 25, 2017 at 10:00 a.m. One of the properties owned by the Debtor is real property located at 281-289 Merrimack & 274 Amory, Manchester, New Hampshire ("New Hampshire Property"). The New Hampshire Property consists of three six-unit apartment buildings built in 1920. Collectively, the New Hampshire Property has been valued by the Debtor at $1,000,000. Only the 12 units located at the Merrimack Property are currently rented. The Amory Property is not rented and suffers from issues and damage that has made occupancy and use of the property not possible to date. The New Hampshire Property is subject to a deed of trust recorded on Nov. 18, 2004 as Instrument No. 4108398 in favor of DFCU, securing an obligation in the amount of approximately $378,485. Upon purchasing the New Hampshire Property, the Debtor first undertook the rehabilitation of the Merrimack buildings. After completing that process, he began work on the Amory Property. While working on the Amory Property in 2007, the Debtor discovered a growing separation in a large retaining wall between the Amory Property, which sits on top of a hill, and the apartments below. A significant amount of dirt was falling to the property below. As a result, the Debtor hired an excavator to remove several commercial truckloads of dirt to relieve the pressure. By removing the dirt, however, the parking for the Amory Property was eliminated, which parking was required to obtain a certificate of occupancy. The Amory Property has remained vacant and not rentable for well over 10 years. On May 26, 2017, a fire occurred at the Amory Property causing damage to the building. The estimated damage to the building was in the amount of $174,022. The Amory Property was covered against loss by fire under an insurance policy. The Debtor submitted a claim under the policy to recover insurance proceeds for the damage caused by the fire. The insurer has agreed to cover the loss for a cash value of $139,278, less a $2,500 deductible, for a total of $136,778. Approval of the Debtor's agreement with the insurer of the Amory Property is the subject of the concurrently-filed Insurance Motion and, as set forth therein, upon approval of the sale of the Amory Property, the Insurance Proceeds will be utilized to pay-down the loan held by Digital Federal Credit Union's ("DFCU") against the New Hampshire Property in accordance with the terms of the Debtor's Plan and DFCU will release its lien against the Amory Property in connection with the sale of the Amory Property. Prior to the fire, the Buyer and the Debtor had entered into negotiations pursuant to which the Debtor verbally agreed to sell the Amory Property to the Buyer for $100,000. Following the fire, and in light of the resulting condition of the Amory Property, the Debtor agreed to sell the Property to the Buyer (subject to Court approval) on an "as-is" basis for a purchase price of $30,000. The Debtor believes that, under the circumstances, the $30,000 purchase price reflects the current fair market value of the Amory Property. The Purchase Agreement sets forth that the "Sellers" of the Amory Property are the Debtor and his non-filing wife, Linda, Brian and Nora Straight ("Straights") and David and Denise Lott. The Debtor and his wife purchased the interests of the Straights and the Lotts many years ago, however, they are still formally reflected on the title to the Amory Property. In addition, the Purchase Agreement contains a typographical error with respect to the address of the Amory Property (setting forth 374, instead of 274, Amory). Further, the Purchase Agreement lists a closing date of Oct. 17, 2017, but that date has been extended based upon the hearing date of the Motion. An amended Purchase Agreement correcting these errors will be submitted prior to the hearing on the Motion. The Debtor anticipates that the Lotts and the Straights will file a statement with the Court prior to the hearing on this Motion indicating their consent to the sale but, in an abundance of caution, the Debtor asks approval of the Sale in accordance with the "co-owner sale provisions." His wife has consented to the sale of the Amory Property. As set forth, the New Hampshire Property is subject to a deed of trust recorded on Nov. 18, 2004 as Instrument No. 4108398 in favor of DFCU, securing an obligation in the amount of approximately $378,485. In accordance with the agreed-to treatment with DFCU, upon approval of the sale of the Amory Property and application of the Insurance Proceeds to its claim, DFCU will release its lien on the Amory Property. There are no other encumbrances against the New Hampshire Property. As also discussed, notwithstanding that the Debtor previously had bought out their interests, the Straights and the Lotts appear as owners of record, along with the Debtor and his wife, on title of the Amory Property. The Debtor intends to submit a statement from the Straights and the Lotts prior to approval of the Motion indicating that they are no longer owners of the Amory Property and/or otherwise indicating their consent to the sale and the disposition of the proceeds to the Debtor's estate. In an abundance of caution, however, the Debtor seeks an order authorizing the sale of the Amory Property free and clear of any co-owner interests. The Debtor has received an offer for the purchase of the Amory Property from the Buyer pursuant to the terms and conditions set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, the Buyer will pay the sum of $30,000 as the purchase price. The Buyer will pay a deposit of $10,000, with the balance ($20,000) to be paid via cash, certified check or bank draft on the date of transfer of title. The sale is free and clear of all liens and encumbrances. The Purchase Agreement further provides the following additional provisions: (i) the Amory Property is sold "as-is," in its present condition, including substantial fire damage, substantial problems with the retaining wall, and issues with respect to city permits; (ii) the Buyer is advised to obtain professional inspections; (iii) the seller makes no representations of condition or use; (iv) the sale is subject to a lien release from DFCU; (v) the sale is subject to Court approval; and (vi) the closing date of the sale is stated as Oct. 17, 2017, but has been extended based upon the hearing date of the Motion. The Debtor proposes Bidding Procedures to allow for overbids prior to the Court's approval of the sale of the Amory Property to ensure that the Amory Property is sold for the best possible price. The salient terms of the Bidding Procedures are: a. Qualifying Bid: $35,000 in cash b. Overbid Deposit: $10,000 c. Bid Deadline: Oct. 24, 2017 at 5:00 p.m. (PST) d. Auction: At the hearing on the Motion (Oct. 25, 2017 at 10:00 a.m.), only the Buyer and any party who is deemed a Qualifying Bidder will be entitled to bid. e. Bid Increments: $2,500 f. Sale Hearing: Oct. 25, 2017, at 10:00 a.m. g. Overbids will be all cash and no credit will be given to the purchaser or overbidder(s). A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/David_Chamberlain_242_Sales.pdf The Buyer: 374 AMORY STREET REALTY TRUST 500 W Cummings Park, Suite 2400 Woburn, MA 01801 Counsel for the Debtor: Jeffrey I. Golden, Esq. Alan J. Friedman, Esq. Beth E. Gaschen, Esq. LOBEL WEILAND GOLDEN FRIEDMAN LLP 650 Town Center Drive, Suite 950 Costa Mesa, CA 92626 Telephone: (714) 966-1000 Facsimile: (714) 966-1002 E-mail: jgolden@lwgfllp.com afriedman@lwgfllp.com bgaschen@lwgfllp.com David Tudor Chamberlain is a real estate agent with over 25 years of experience in marketing and selling real properties. He sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-11370) on April 9, 2017. The Debtor tapped Jeffrey I Golden, Esq., at Lobel Weiland Golden Friedman LLP, as counsel. DAVID LUTHER: Sale of Keller Property to Peabody for $492K Approved ------------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized David H. Luther's sale of real property located at 113 Audrey Drive, Keller, Texas to Ryan, Larry, and Tyler Peabody for $492,000. The sale is free and clear of all liens, claims and encumbrances. At the closing of such sale, the Debtor (or any party acting at his direction, such as a closing agent, a title company or an escrow agent) is authorized and directed to pay the normal costs associated with closing the sale of the Property including, but not limited to, title insurance, processing fees, underwriting fees, brokerage commissions owed to brokers or agents relating to the sale of the Property, flood certifications, application fees, escrow fees, abstract or title search fees, title examination fees, document preparation fees, and notary fees ("Closing Costs"). Following the payment of the Closing Costs, at the closing of such sale, the Debtor (or any party acting at his direction, such as a closing agent, a title company or an escrow agent) is authorized and directed to disburse the sale proceeds as follows: a. First, to any ad valorem taxing authority to fully satisfy the ad valorem real property taxes for the tax periods 2016 and prior (including all amounts allowed under 11 U.S.C. Section 506(b)) against the Property); b. Second, either (i) to any ad valorem taxing authority to fully satisfy the ad valorem taxes for the tax period 2017, provided the Purchasers pay their prorated share of the 2017 ad valorem real property taxes to the Debtor at closing, or (ii) to the Purchasers to pay prorated taxes for 2017, in which case the Purchasers will be responsible for the payment of the 2017 ad valorem real property taxes in full and the sale of the Property will not be free and clear of 2017 ad valorem real property taxes; c. Third, in the amount of $150,000 to Fannie Mae as provided under the Original Plan of Reorganization in accordance with wiring instructions to be provided by Fannie Mae; and d. Fourth, to the Debtor in accordance with wiring instructions to be provided by the Debtor. Unless paid in full at closing, any lien of an ad valorem taxing authority securing the payment of 2017 taxes relating to the Property will be unaffected by the Order, and will continue to secure the payment of 2017 ad valorem real property taxes. Abstract of Judgment of Citibank, N.A. filed under instrument number D212315638 in the Official Real Property Records of Tarrant County, Texas does not encumber or constitute a lien or claim upon the Property. The Federal Rule of Bankruptcy Procedure 6004(h) will not apply to the Order. On Dec. 24, 2015, David H. Luther filed his voluntary petition under Chapter 7 of Title 11 of the United States Code in the U.S. Bankruptcy Court for the Northern District of Texas. On June 14, 2016, the case was converted to a Chapter 11 (Bankr. N.D. Tex. Case No. 15-45098). The Debtor can be reached at: David H. Luther Telephone: (754) 224-7500 E-mail: dluther@marcumillichap.com DIAMOND CONTRACT: Hires McDowell Posternock as Counsel ------------------------------------------------------ Diamond Contract Flooring, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ McDowell Posternock Apell & Detrick, P.C., as counsel to the Debtor. Diamond Contract requires McDowell Posternock to: (a) give the Debtor legal advice with respect to its powers and duties as Debtor- in-Possession; (b) prepare on behalf of the Debtor necessary applications, responses, orders, reports and other legal papers; and (c) perform all other legal services for the Debtor which may be necessary McDowell Posternock will be paid at these hourly rates: Carrie J. Boyle, Esq. $275 Ellen McDowell, Esq. $400 Daniel Reinganum, Esq. $250 Kristie Gresh, Paralegal $125 Prior to the filing of the petition, McDowell Posternock received a retainer of $20,000. The firm billed $8,703.75, leaving a retainer of $11,296.25. McDowell Posternock will also be reimbursed for reasonable out-of-pocket expenses incurred. Carrie J. Boyle, a partner of McDowell Posternock Apell & Detrick, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McDowell Posternock can be reached at: Carrie J. Boyle, Esq. MCDOWELL POSTERNOCK APELL & DETRICK, P.C. 42 West Main Street Maple Shade, NJ 08052 Tel: (856) 482-5544 Fax: (856) 482-5511 E-mail: cboyle@mpadlaw.com About Diamond Contract Flooring, LLC Diamond Contract Flooring, LLC is a privately held company in Bensalem, Pennsylvania, and has been in the business of wholesale-floor coverings since 2000. Diamond Contract Flooring, LLC, based in Bensalem, PA, filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 17-16672) on September 29, 2017. The Hon. Eric L. Frank presides over the case. Carrie J. Boyle, Esq., at McDowell Posternock Apell & Detrick, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $142,481 in assets and $1.32 million in liabilities. The petition was signed by Christopher Diamond, president. DIAMOND SHINE: L.C. Nixon Buying Allegany Property for $210K ------------------------------------------------------------ Diamond Shine, Inc., Steven E. Leydig, Sr., and Betty D. Leydig ask the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of their interest as the lessee of a leasehold interest in real estate located at Industrial Boulevard, Cumberland, Allegany County, Maryland, and all the personal property located thereon, to L.C. Nixon Development Co., LLC, for $210,000, subject to overbid. A hearing on the Motion is set for Nov. 17, 2017 at 10:00 a.m. The objection deadline is Oct. 20, 2017. Among the assets of the estate is the Debtors' Leasehold Interest in real estate which is improved by a commercial building currently used as a car wash. Debtor Diamond Shine also owns personal property and equipment used to operate the car wash. The Debtors have agreed to sell the real estate and all the personal property located as described, which is used as a car wash, to the Buyer for $210,000. The sale is subject to a financing contingency. The Buyer paid a good faith hand money deposit of $21,000. The hand money was deposited in the IOLTA account of Donald R. Calaiaro, Esq. The Closing will take place within 90 days from the execution of the Agreement or sooner at the office of the Debtors' counsel. The sale is subject to the approval of the Court. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Diamond_Shine_146_Sales.pdf The lien creditors, named as Respondents, in the order of their recorded priority, are: a. First United Bank and Trust holds two allowed claims against the Debtors in the allowed amounts of $1,601,735 and $388,080, respectively; which said claims are secured by the lien of a Deed of Trust dated Aug. 9, 2004 against the property proposed to be sold as recorded among the Land Records of Allegany County, Maryland at Book 1079, Page 001; and are further secured by the liens of two Financing Statements filed among the Financing Records of the Maryland State Department of Assessments and Taxation ("SDAT") on Aug. 17, 2004 (and duly continued in effect thereafter), as well as a third Financing Statement recorded among said records on April 24, 2009 (and duly continued in effect thereafter); b. U.S. Bank, N.A. claims a security interest against certain personal property of the Debtors in the amount of $184,554 evidenced by a Financing Statement filed among the said Financing Records of SDAT on Nov. 5, 2015; c. Butler Capital Corp. claims a security interest in personal property of the Debtor by virtue of two Financing Statements recorded among the SDAT Financing Records on Nov. 2, 2007 and Nov. 6, 2008, respectively; d. Chessie Federal Credit Union claims a security interest in personal property of the Debtor by virtue of a Financing Statement recorded among the SDAT Financing Records on Nov. 5, 2012; e. On Deck Capital, Inc. claims a security interest in personal property of the Debtor by virtue of a Financing Statement recorded among the SDAT Financing Records on Oct. 9, 2015 in the name of ASSN Company; f. CT Corp. System, as Representative claims a security interest in personal property of the Debtor by virtue of a Financing Statement recorded among the SDAT Financing Records on Dec. 17, 2015; and g. Avirett Trust is the lessor of the land lease. The Buyer will assume the land lease and cure it at time of closing. In addition to the claimed recorded liens, the Respondent Madison Funding claims a security interest in personal property of the Debtor Diamond Shine pursuant to a 36-month term commercial lease/purchase agreement. Under the proposed sale, the Debtor will assume the Avirett Trust lease and cure the arrears at closing. The Lease will be assigned to the Buyer. The sale is an "as is, where is" sale, free and clear of all liens and encumbrances and claims against the Debtors. In order to convey good title, it will be necessary that all these interests, mortgages, claims, and encumbrances be divested as liens against the real property and shifted to the funds to be realized from the sale. This sale is to "bona fide" purchasers in accordance with the holding of In re: Abbots Dairies of Pennsylvania, Inc., 788 F.2d 143 C.A.3 (Pa) 1986. The purchaser is the daughter of the Debtors. The Debtors will serve all Respondents and all creditors in each respective case with a copy of the Motion prior to a hearing on the sale. The Estate will accept higher and better offers at the time of sale upon terms and conditions not less advantageous to the Debtors and the Estates than those included in the Sales Agreement. Any bidder must pre-qualify prior to the hearing on the sale1 by: (i) submission of an executed agreement of sale in substantially that same form as the Sales Agreement; (ii) demonstrating to the Debtors' counsel the ability of said bidder to close within 90 days following Court approval of the proposed sale; and (iii) delivering to Debtors' counsel a non-refundable deposit of $21,000 in immediately available funds. The Debtors ask that the Court allows higher bids in $5,000 increments. First United Bank and Trust will be permitted to credit bid upon the proposed sale provided that if such credit bid is the highest and best bid approved by the Court, said First United will be required to pay all costs associated with closing including adjusted real estate taxes. The Debtors propose to pay through the settlement officer the following: (i) all normal and ordinary settlement charges; (ii) pay Calaiaro Valencik the fee of $3,000 for legal fees related to the sale; (iii) pay Calaiaro Valencik for reimbursement for all costs of mailing and copying, and advertising expense; (iv) any unpaid real estate or other taxes constituting a lien against the property to be sold; (v) the amount necessary to pay all unpaid U.S. Trustee fees; (vi) $65,000 to U.S. Bank in full satisfaction of its secured claim on the car wash equipment; (vii) any arrears to the land lease to Avirett Trust; and (viii) the balance to First United. The sale is in the best interest of all parties since it will help the Debtors to fund their Chapter 11 Plan. The Purchaser: L.C. NIXON DEVELOPMENT CO., LLC 18209 Oldtown Road, SE Oldtown, MD 21555 Telephone: (301) 722-1212 The Purchaser is represented by: Jayci Shaw Duncan, Esq. 2 W. Main Street Frostburg, MD 21532 About Diamond Shine Diamond Shine, Inc., which operates three car washes in Maryland, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-70154) on March 3, 2016. The petition was signed by Steven E. Leydig, Sr., authorized representative. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. The Debtor is represented by Donald R. Calaiaro, Esq., at Calaiaro Valencik. DIAMOND SHINE: L.C. Nixon Buying Allegany Property for $567K ------------------------------------------------------------ Diamond Shine, Inc., Steven E. Leydig, Sr., and Betty D. Leydig ask the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of their interest in the real estate located on Route 36 near Corriganville, Allegany County, Maryland at Motor City, and all personal property located thereon, to L.C. Nixon Development Co., LLC, for $567,001, subject to overbid. A hearing on the Motion is set for Nov. 17, 2017 at 10:00 a.m. The objection deadline is Oct. 20, 2017. Among the assets of the estate is the real estate which is improved by a commercial building currently used as a car wash. Debtor Diamond Shine also owns personal property and equipment used to operate the car wash. The Debtors have agreed to sell the real estate and all the personal property located as described, which is used as a car wash, to the Buyer for $567,001. The sale is subject to a financing contingency. The Buyer paid a good faith hand money deposit of $56,701. The hand money was deposited in the IOLTA account of Donald R. Calaiaro, Esq. The Closing will take place within 90 days from the execution of the Agreement or sooner at the office of the Debtors' counsel. The sale is subject to the approval of the Court. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Diamond_Shine_146_Sales.pdf The lien creditors, named as Respondents, in the order of their recorded priority, are: a. First United Bank and Trust holds two allowed claims against the Debtors in the allowed amounts of $1,601,735 and $388,080, respectively; which said claims are secured by the lien of a Deed of Trust dated Aug. 9, 2004 against the property proposed to be sold as recorded among the Land Records of Allegany County, Maryland at Book 1079, Page 001; and are further secured by the liens of two Financing Statements filed among the Financing Records of the Maryland State Department of Assessments and Taxation ("SDAT") on Aug. 17, 2004 (and duly continued in effect thereafter), as well as a third Financing Statement recorded among said records on April 24, 2009 (and duly continued in effect thereafter); b. U.S. Bank, N.A. claims a security interest against certain personal property of the Debtors in the amount of $184,554 evidenced by a Financing Statement filed among the said Financing Records of SDAT on Nov. 5, 2015; c. Butler Capital Corp. claims a security interest in personal property of the Debtor by virtue of two Financing Statements recorded among the SDAT Financing Records on Nov. 2, 2007 and Nov. 6, 2008, respectively; d. Chessie Federal Credit Union claims a security interest in personal property of the Debtor by virtue of a Financing Statement recorded among the SDAT Financing Records on Nov. 5, 2012; e. On Deck Capital, Inc. claims a security interest in personal property of the Debtor by virtue of a Financing Statement recorded among the SDAT Financing Records on Oct. 9, 2015 in the name of ASSN Company; and f. CT Corp. System, as Representative claims a security interest in personal property of the Debtor by virtue of a Financing Statement recorded among the SDAT Financing Records on Dec. 17, 2015. In addition to the claimed recorded liens, the Respondent Madison Funding claims a security interest in personal property of the Debtor Diamond Shine pursuant to a 36-month term commercial lease/purchase agreement. The sale is an "as is, where is" sale, free and clear of all liens and encumbrances and claims against the Debtors. In order to convey good title, it will be necessary that all these interests, mortgages, claims, and encumbrances be divested as liens against the real property and shifted to the funds to be realized from the sale. The sale is to "bona fide" purchasers in accordance with the holding of In re: Abbots Dairies of Pennsylvania, Inc., 788 F.2d 143 C.A.3 (Pa) 1986. The Respondent Frederick J. Timbrook is being joined as a party in order to sell the described property free and clear of any alleged interest he may claim therein. The Debtors will serve all Respondents and all creditors in each respective case with a copy of the Motion prior to a hearing on the sale. The Estate will accept higher and better offers at the time of sale upon terms and conditions not less advantageous to the Debtors and the Estates than those included in the Sales Agreement. Any bidder must pre-qualify prior to the hearing on the sale1 by: (i) submission of an executed agreement of sale in substantially that same form as the Sales Agreement; (ii) demonstrating to the Debtors' counsel the ability of said bidder to close within 90 days following Court approval of the proposed sale; and (iii) delivering to Debtors' counsel a non-refundable deposit of $56,701 in immediately available funds. The Debtors ask that the Court allows higher bids in $5,000 increments. First United Bank and Trust will be permitted to credit bid upon the proposed sale provided that if such credit bid is the highest and best bid approved by the Court, said First United will be required to pay all costs associated with closing including adjusted real estate taxes. The Debtors propose to pay through the settlement officer the following: (i) all normal and ordinary settlement charges; (ii) pay Calaiaro Valencik the fee of $3,000 for legal fees related to the sale; (iii) pay Calaiaro Valencik for reimbursement for all costs of mailing and copying, and advertising expense; (iv) any unpaid real estate or other taxes constituting a lien against the property to be sold; (v) the amount necessary to pay all unpaid U.S. Trustee fees; (vi) $65,000 to U.S. Bank in full satisfaction of its secured claim on the car wash equipment; and (vii) the balance to First United. The sale is in the best interest of all parties since it will help the Debtors to fund their Chapter 11 Plan. The Purchaser: L.C. NIXON DEVELOPMENT CO., LLC 18209 Oldtown Road, SE Oldtown, MD 21555 Telephone: (301) 722-1212 The Purchaser is represented by: Jayci Shaw Duncan, Esq. 2 W. Main Street Frostburg, MD 21532 About Diamond Shine Diamond Shine, Inc., which operates three car washes in Maryland, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 16-70154) on March 3, 2016. The petition was signed by Steven E. Leydig, Sr., authorized representative. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. The Debtor is represented by Donald R. Calaiaro, Esq., at Calaiaro Valencik. DIAMOND SHINE: Wallses Buying La Vale Property for $575K -------------------------------------------------------- Diamond Shine, Inc., Steven E. Leydig, Sr., and Betty D. Leydig, ask the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of their interest in the real estate at Vocke Road, La Vale, Maryland, also known as Campground Road, consisting of two parcels and all personal property located thereon, to Cassius W. Walls and Crystal L. Walls for $575,000, subject to overbid. A hearing on the Motion is set for Nov. 17, 2017 at 10:00 a.m. The objection deadline is Oct. 20, 2017. Among the assets of the estate is the Debtors' interest in real estate at Vocke Road also known as Campground Road, consisting of two parcels. Said real estate is improved by a commercial building currently used as a car wash. Debtor Diamond Shine also owns personal property and equipment used to operate the car wash. The Debtors have agreed to sell the real estate and all the personal property located at Vocke Road, which is used as a car wash, to the Buyers for $575,000. The sale is subject to a financing contingency. The Buyers paid a good faith hand money deposit of $57,500. The hand money was deposited in the IOLTA account of Donald R. Calaiaro, Esq. The Closing will take place within 14 days after entry of the Order approving the sale at the office of the Debtors' counsel. The sale is subject to the approval of the Court. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Diamond_Shine_144_Sales.pdf The lien creditors, named as Respondents, in the order of their recorded priority, are: a. First United Bank and Trust holds two allowed claims against the Debtors in the allowed amounts of $1,601,735 and $388,080, respectively; which said claims are secured by the lien of a Deed of Trust dated Aug. 9, 2004 against the property proposed to be sold as recorded among the Land Records of Allegany County, Maryland at Book 1079, Page 001; and are further secured by the liens of two Financing Statements filed among the Financing Records of the Maryland State Department of Assessments and Taxation ("SDAT") on Aug. 17, 2004 (and duly continued in effect thereafter), as well as a third Financing Statement recorded among said records on April 24, 2009 (and duly continued in effect thereafter); b. U.S. Bank, N.A. holds an allowed claim against the Debtors in the amount of $184,554; $65,000 of which being secured by a purchase money security interest in the car wash equipment evidenced by a Financing Statement filed among the said Financing Records of SDAT on Nov. 5, 2015; with the balance of $119,554 being unsecured; c. Butler Capital Corp. claims a security interest in personal property of the Debtor by virtue of two Financing Statements recorded among the SDAT Financing Records on Nov. 2, 2007 and Nov. 6, 2008, respectively; d. Chessie Federal Credit Union claims a security interest in personal property of the Debtor by virtue of a Financing Statement recorded among the SDAT Financing Records on Nov. 5, 2012; e. On Deck Capital, Inc. claims a security interest in personal property of the Debtor by virtue of a Financing Statement recorded among the SDAT Financing Records on Oct. 9, 2015 in the name of ASSN Company; and f. CT Corp. System, as Representative claims a security interest in personal property of the Debtor by virtue of a Financing Statement recorded among the SDAT Financing Records on Dec. 17, 2015. In addition to the claimed recorded liens, the Respondent Madison Funding claims a security interest in personal property of the Debtor Diamond Shine pursuant to a 36-month term commercial lease/purchase agreement. The sale is to "bona fide" Purchasers in accordance with the holding of In re: Abbots Dairies of Pennsylvania, Inc., 788 F.2d 143 C.A.3 (Pa) 1986. The Purchaser is the daughter of the Debtors. The sale is an "as is, where is" sale, free and clear of all liens and encumbrances and claims against the Debtors. In order to convey good title, it will be necessary that all these interests, mortgages, claims, and encumbrances be divested as liens against the real property and shifted to the funds to be realized from the sale. The Estate will accept higher and better offers at the time of sale upon terms and conditions not less advantageous to the Debtors and the Estates than those included in the Sales Agreement. Any bidder must pre-qualify prior to the hearing on the sale1 by: (i) submission of an executed agreement of sale in substantially that same form as the Sales Agreement; (ii) demonstrating to the Debtors' counsel the ability of said bidder to close within 30 days following Court approval of the proposed sale; and (iii) delivering to Debtors' counsel a non-refundable deposit of $57,500 in immediately available funds. The Debtors ask that the Court allows higher bids in $5,000 increments. First United Bank and Trust will be permitted to credit bid upon the proposed sale provided that if such credit bid is the highest and best bid approved by the Court, said First United will be required to pay all costs associated with closing including adjusted real estate taxes. The Debtors propose to pay through the settlement officer the following: (i) all normal and ordinary settlement charges; (ii) pay Calaiaro Valencik the fee of $3,000 for legal fees related to the sale; (iii) pay Calaiaro Valencik for reimbursement for all costs of mailing and copying, and advertising expense; (iv) any unpaid real estate or other taxes constituting a lien against the property to be sold; (v) the amount necessary to pay all unpaid U.S. Trustee fees; (vi) $65,000 to U.S. Bank in full satisfaction of its secured claim on the car wash equipment; and (vii) the balance to First United. The sale is in the best interest of all parties since it will help the Debtors to fund their Chapter 11 Plan. The Purchasers: Cassius W. and Crystal L. Walls 10112 Stanley Lane, NW La Vale, MD 21502 Telephone: (301) 697-1460 With a copy to: THE GRANT COUNTY BANK 1336 New Creek Highway Keyser, WV 26726 About Diamond Shine Diamond Shine, Inc., which operates three car washes in Maryland, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-70154) on March 3, 2016. The petition was signed by Steven E. Leydig, Sr., authorized representative. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. The Debtor is represented by Donald R. Calaiaro, Esq., at Calaiaro Valencik. DIGITILITI INC: Names Mark Miller as New President and CEO ---------------------------------------------------------- David S. Macey resigned as president and CEO of Digitiliti, Inc., effective on June 15, 2017. The Company appointed Mark A. Miller as its new president and CEO. Mr. Miller is also the sole director of the Company. Mark A. Miller, age 40, has been self employed by MJ Miller Construction as the CEO and licensed general contractor for the past sixteen years. Mr. Miller is in charge of every aspect of the business including estimating, invoicing, finance, sales and marketing. About Digitiliti, Inc. St. Paul, Minnesota-based Digitiliti, Inc. -- http://www.digitiliti.com/-- develops and delivers storage technologies and methodologies enabling its customers to manage, control, protect and access their information and data with ease. The Company's core business is providing a cost effective on-line data protection solution to the small to medium business ("SMB") and small to medium enterprise ("SME") markets through its DigiBAK service. This on-line data protection solution helps organizations properly manage and protect their entire network from one centralized location. The Company reported a net loss of $3.98 million in 2011, compared with a net loss of $6.41 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.03 million in total assets, $4.29 million in total liabilities and a $3.26 million total stockholders' deficit. In the auditors' report accompanying the consolidated financial statement for the year ended Dec. 31, 2011, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern, due to the Company's losses from operations and has a working capital deficit. In October 2012, the Company filed a Form 15 with the U.S. Securities and Exchange Commission to voluntarily deregister its common stock and suspend its reporting obligations with the SEC. The Company said it is deregistering its common stock because holders of its common shares are less than 500 and the Company has than $10 million in assets. The Company didn't submit SEC filings until October 2017, when it announced the appointment of a new CEO. DIOCESE OF NEW ULM: Wants Plan Exclusivity Extended to Feb. 26 -------------------------------------------------------------- The Diocese of New Ulm asks the U.S. Bankruptcy Court for the District of Minnesota to extend its exclusive right to file a Chapter 11 plan until Feb. 26, 2018; and the exclusive period in which the Diocese may obtain acceptances of the plan until April 27, 2018. The Court has scheduled for Oct. 19, 2017, at 9:00 a.m. the hearing to consider The Diocese of New Ulm's request to extend its exclusive periods. Any response to the Diocese's request must be filed by Oct. 13. As reported by the Troubled Company Reporter on July 3, 2017, the Court extended, at the behest of the Diocese, the period within which the Debtor has the exclusive right to file a plan until Oct. 29, and the exclusive period in which the Debtor may obtain acceptances of the plan until Dec. 28. Since the filing of the case, the Diocese has attempted to pave the way for the mediation, including by negotiating various issues with the Official Committee of Unsecured Creditors and counsel for certain sexual abuse claimants, and undertaking communications and information-sharing efforts with various insurance companies. The Diocese is currently working with the mediator and other parties to schedule the mediation, and is hopeful that it may commence as soon as early- to mid-November, depending on the availability of other parties. However, mediation will not commence before Oct. 29, 2017 -- the end of the current exclusive period for the Diocese to file a plan. In addition, even if mediation commences by mid-November, it may take multiple sessions to achieve any resolution. The Diocese is paying its bills as they become due. The Diocese believes that the extensions sought in the motion will be beneficial to it as well as creditors and other parties in interest; will provide time to proceed with the mediation and attempt to reach a consensus regarding plan terms; will allow the plan to be based on more accurate information because the claims deadline will have passed; and will result in a more efficient use of its assets for the benefit of all creditors. The requested extensions of the exclusive period and solicitation period are essential to allow the Diocese to proceed with the plan process as contemplated by the U.S. Bankruptcy Code. Moreover, the possibility of multiple plans would inevitably lead to unnecessary and costly adversarial confrontations that would likely cause a dramatic increase in the professional fee burden borne by the Diocese and a concomitant deterioration in asset values. The Diocese recognizes that the value of its assets will be adversely affected by any unnecessary delay in the Chapter 11 process and would be prejudicial to all parties in interest. The Diocese is hopeful that mediation will proceed expeditiously and that a plan can be developed within the requested extensions of the exclusivity period and solicitation period, but reserves the right to request additional extensions based on further developments in the case, including in the mediation. About Diocese of New Ulm The Diocese of New Ulm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-30601) on March 3, 2017. The petition was signed by Monsignor Douglas L. Grams, vice general. The case is assigned to Judge Robert J. Kressel. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of less than $50,000. James L. Baillie, Esq., at Fredrikson & Byron, P.A., serves as the Debtor's legal counsel. E&E LANDSCAPING: Hires Brian W. Hofmeister as Attorney ------------------------------------------------------ E&E Landscaping Co., Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ the Law Firm of Brian W. Hofmeister, LLC, as attorney to the Debtor. E&E Landscaping requires Brian W. Hofmeister to provide legal advice to the Debtor and assist in a successful Chapter 11 bankruptcy proceeding. Brian W. Hofmeister will be paid at these hourly rates: Attorneys $425 Paralegals $195 Brian W. Hofmeister will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian W. Hofmeister, partner of the Law Firm of Brian W. Hofmeister, 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. Brian W. Hofmeister can be reached at: Brian W. Hofmeister, Esq. LAW FIRM OF BRIAN W. HOFMEISTER, LLC 3131 Princeton Pike, Bldg. 5, Suite 110 Lawrenceville, NJ 08648 Tel: (609) 890-1500 Fax: (609) 890-6961 E-mail: bwh@hofmeisterfirm.com About E&E Landscaping Co., Inc. E&E Landscaping Co., Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 17-30237) on October 4, 2017. The Debtor is represented by Brian W. Hofmeister, Esq., at the Law Firm of Brian W. Hofmeister, LLC. EDUARDO HERRERA: Creditors Seek Appointment of Ch. 11 Trustee ------------------------------------------------------------- Creditors, Rancho Santa Teresita, LLC, and Purple Lane Farms, LLC, jointly ask the U.S. Bankruptcy Court for the Southern District of Florida to convert or dismiss the Chapter 11 case of Eduardo Salas Herrera, or alternatively, direct the appointment of a Chapter 11 Trustee or terminating exclusivity in the bankruptcy case of the Debtor. The Creditors assert that the Debtor is taking advantage of the protections afforded to an individual Chapter 11 Debtor, through his conduct and limited financial disclosures. The Creditors contend that the Debtor has demonstrated the futility of keeping this case in Chapter 11 as opposed to converting this case to Chapter 7 or dismissing it outright. On October 28, 2008, the Debtor formed Rancho Santa Teresita, a Florida limited company. The Debtor, through Rancho Santa Teresita, acquired from Daryl E. Smith and Adrianne R. Smith a real property located at 12126 Indian Mound Road, Wellington, Florida 33449 -- the Farm. In order to finance its acquisition of the Farm, Rancho Santa Teresita executed and delivered to the Smiths, a wrap-around balloon mortgage in the principal amount of $1,750,000. The Debtor guaranteed payment of the Smith Loan. Less than six months after closing, Rancho Santa Teresita and the Debtor defaulted under the Smith Loan and Guaranty, prompting the Smiths to file a three-count mortgage foreclosure complaint against Rancho Santa Teresita and the Debtor in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, the case is Daryl E. Smith and Adrianne R. Smith v. Rancho Santa Teresita, LLC, et al., Case No. 2014-5750-CA. Specifically, the Smiths alleged that Rancho Santa Teresita was in default under the loan due to its failure to make required payments from May 2012 and by failing to pay real property taxes on the Farm for the years 2012 and 2013. Pursuant to the terms of a Settlement Stipulation, the Smiths agreed to reinstatement of the Smith Loan. Once again, Rancho Santa Teresita and the Debtor defaulted. Such that, in May 2015, the Debtor approached Purple Lane's principal, Gary Plichta and asked him if he could loan him money to make his mortgage payments to the Smiths. Each time the Debtor came to Mr. Plichta for financial assistance, the Debtor continued to impress upon Mr. Plichta the economic potential the Farm had. Although Mr. Plichta requested the Debtor to provide tax returns and financial statements which he could review, the Debtor put off such requests, unable to do so. Around September 2015, the Debtor approached Mr. Plichta about expanding Mr. Plichta's involvement with the Farm. The Debtor wanted Mr. Plichta to become an owner of the Farm with the Debtor. Consequently, Mr. Plichta and the Debtor reached an agreement whereby the Parties agreed that Purple Lane would be provided a 55% controlling membership interest in Rancho Santa Teresita with the Debtor retaining the remaining 45% interests. The Parties' agreement was memorialized in the Rancho Santa Teresita, LLC Amended and Restated Operating Agreement. Simultaneously with executing the Operating Agreement, Purple Lane loaned Rancho Santa Teresita $30,000. Specifically, the Creditors contend that the Debtor looked to Mr. Plichta to participate in Rancho Santa Teresita so that he could take advantage of Mr. Plichta's creditworthiness and financial wherewithal to refinance the Farm, save it from foreclosure and meet operating expenses which the Debtor was unable to meet running the Farm by himself. The Debtor's prepetition and postpetition conduct warrants the appointment of a Chapter 11 Trustee, which includes: (a) failure to file a single monthly operating report since the filing of this Chapter 11 case; (b) failure to timely file tax returns, exposing both the Debtor and the estate to penalties and interest (the Debtor filed his 2013 and 2014 returns in April 2017, and has yet to file his 2015 or 2016 returns), which resulting in the Internal Revenue Service filing proof of claim for $103,869, of which over $77,000 is filed as priority claim.; (c) failure to contribute any monies to Rancho Santa Teresita to pay the operating expenses of the Farm, including mortgage payments; and (d) failure to account for unauthorized leasing and other personal business activity on the Farm, from which he receives unauthorized payments. The Debtor's Schedules and Amended Schedules identify approximately $221,000 in personal property assets, of which $114,000 are motor vehicles subject to $73,000 in liens. The Debtor also attributes $333,000 in value to four horses that he owns. The balance of the scheduled assets with value is attributable to household furniture and stable and horse equipment. Parenthetically, the Debtor values his 45% ownership interest in Rancho Santa Teresita at $0 and claims an unknown value for a fraudulent conveyance claim against Gary Plichta -- which he has asserted four months after filing the instant case, despite the Debtor's sworn testimony at the 341 meeting that he filed this case solely for such purpose. The Creditors also note that the Debtor's Schedule identifies unsecured claims totaling $1.95 million, which aggregate number includes an unknown amount for the claim of VA Leasing Corp. and only $15,000 for a scheduled disputed claim of Purple Lane. The Creditors further note that in the face of limited assets and substantial liabilities, the Debtor discloses in his Schedule, net monthly income of $3,600, monthly expenses of $5,100 -- of which $1,600 per month is allocated to making car payments on the Debtor's Mercedes. The Creditors complain that since the Debtor has not filed monthly reports reflecting his actual post-petition expenditures, neither the Creditors nor the Court have any idea whether the Debtor spends his disposable income on other luxury items. The Creditors tell the Court that what is evident from the Debtor's limited disclosures, however, is that no viable plan or reorganization can or should either be proposed of confirmed in this case. The Creditors assert that the Debtor's pre-petition conduct, which has included misappropriation of revenue which belongs to Rancho, his failure to abide by the Amended Operating Agreement of Rancho and breach of his fiduciary duties to both Rancho and Purple Lane, and failure to file a single monthly operating report since his May 2017 filing, evidence that the Debtor cannot be entrusted with the responsibilities of a Debtor-in-Possession. Moreover, more than three months into this Chapter 11 case, the Creditors complain that the Debtor has failed to file any DIP reports, leaving both Creditors and the Court in the dark as to whether the Debtor has received any income since his Chapter 11 filing and whether he has used such income and other monies received. Purple Lane Farms is represented by: Craig A. Pugatch, Esq. Kenneth B. Robinson, Esq. Rice Pugatch Robinson Storfer & Cohens, PLLC 101 N.E. 3rd Avenue, Suite 1800 Fort Lauderdale, Florida 33301 Telephone: (954) 462-8000 Facsimile: (954) 462-4300 Email: krobinson@rprslaw.com Rancho Santa Teresta is represented by: Aaron R. Resnick, Esq. Law Offices of Aaron Resnick, P.A. New World Tower, Suite 1607 100 North Biscayne Boulevard Miami, Florida 33132 Telephone: (305) 672-7495 Email: aresnick@thefirmmiami.com Eduardo F Salas Herrera filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-16667) on May 26, 2017. ELENA DELGADILLO: Trustee's $370K Sale of Oakland Property Okayed ----------------------------------------------------------------- Judge Ronald H. Sargis of the U.S. Bankruptcy Court for the Eastern District of California authorized Irma Edmonds, Chapter 11 Trustee for Elena Delgadillo, to sell the residential real property commonly known as 5319 Bancroft Avenue, Oakland, California, APN No. 40784974, to Thayer Dawson for $370,000. A hearing on the Motion was held on Sept. 28, 2017 at 10:30 a.m. The sale proceeds will first be applied to closing costs, real estate commissions, prorated real property taxes and assessments, liens, other customary and contractual costs and expenses incurred in order to effectuate the sale. The Trustee is authorized to execute any and all documents reasonably necessary to effectuate the sale. The Trustee is authorized to pay a real estate broker's commission in an amount equal to 6% of the actual purchase price upon consummation of the sale. The 6% commission will be paid to the Chapter 11 Trustee's agent, Coldwell Banker Residential, which may be divided between the real estate brokers representing the parties to the sale. The sale of the Property is on an "as is, where is, with all faults" basis, with no representations or warranties, express or implied, with respect to the Property. Based on the consent to the sale of the Property as stated on the record at the hearing on the Motion by counsel for creditor Sacramento Lopez, the Court orders the sale of the Property free and clear of the lien of Mr. Lopez, with the lien of such creditor attaching to the proceeds payable to Mr. Lopez at close of escrow. The Trustee will retain from the sale proceeds of the sale of the Property, at closing, the sum of $77,000 as a reserve to cover state and federal taxes arising from the sale, with such funds being free and clear of liens following the close of escrow. After payment of and/or reserving for all of the foregoing related to the sale, the Trustee will disburse the residual net sale proceeds from the sale, at closing, to Sacramento Lopez, on account of his abstract of judgment lien. About Elena Delgadillo Elena Delgadillo filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 16-90500) on June 9, 2016, and is represented by David C. Johnston, Esq. Irma Edmonds was appointed as Chapter 11 Trustee for the Debtor's estate on Dec. 21, 2016, and continues to serves in that capacity. The Trustee filed on March 16, 2017, an application to hire Stephanie Davis of Coldwell Banker Residential Brokerage as real estate agent. The application was approved by order filed March 23, 2017. Attorneys for the Chapter 11 Trustee: HEFNER, STARK & MAROIS, LLP Howard S. Nevins, Esq. Aaron A. Avery 2150 River Plaza Drive, Suite 450 Sacramento, CA Tel: (916) 925-6620 Fax: (916) 925-1127 The real estate agent can be reached at: Stephanie Davis Realtor Associate COLDWELL BANKER RESIDENTIAL BROKERAGE 6137 La Salle Ave, Oakland, CA 94611, USA Phone: (510) 207-5209 E-mail: stephanie.davis@cbnorcal.com ENERGY TRANSFER: Fitch Assigns BB+ Rating to New Secured Notes -------------------------------------------------------------- Fitch Ratings has assigned Energy Transfer Equity, LP's (ETE) proposed offering of senior secured notes a 'BB+/RR1' rating. The notes will be secured on a first-priority basis with the loans and obligations under ETE's revolving credit facility (RCF), ETE's term loan facility and its existing senior notes, by a lien on substantially all of ETE's and certain of its subsidiaries' tangible and intangible assets. Proceeds from the offering are expected to be used to repay a portion of the outstanding indebtedness under ETE's term loan facility. Concurrent with this repayment ETE intends to refinance the remaining indebtedness under its term loan facility with a new tranche of loans under the facility with a lower interest rate. ETE's ratings reflect Fitch's expectation that while ETE's deconsolidated leverage will continue to be elevated in 2017, it should improve significantly as ETE's operating subsidiary partnerships, particularly Energy Transfer Partners, L.P. (BBB-/Stable), complete large capital spending programs, cash flows come online, and distributions up to ETE increase. Capital needs at the ETE level are limited, operating and interest expenses are generally low, and ETE maturities are manageable in the near term, with no maturities on any debt until late 2020, providing ETE time for improvement in the credit profiles of and distribution payments from its subsidiaries. KEY RATING DRIVERS Elevated 2017 Metrics: ETE's deconsolidated leverage, debt/adjusted EBITDA, which Fitch calculates as ETE debt divided by distributions received from subsidiaries less ETE-level operating expenses, is expected to remain elevated in 2017, moving above 4.5x. Fitch expects ETE deconsolidated leverage of roughly 4.5x-4.8x for 2017, given the anticipated incentive distribution waivers at ETE in support of operating subsidiaries ETP and SXL (the collective name for Sunoco Logistics Partners L.P. and Sunoco Logistics Partners Operations L.P.). Fitch projects ETE's leverage should improve to below 4.0x in 2018 as these waivers begin to decrease and distributions begin to grow at the operating partnerships when ETP's large project backlog is completed. Interfamily Merger: ETE's largest subsidiary, Energy Transfer Partners, L.P. (legacy ETP) was acquired by another ETE subsidiary, Sunoco Logistics Partners L.P., on April 28, 2017, with the combined entity changing its name to Energy Transfer Partners, L.P. (ETP). Associated with the merger, Fitch downgraded the Long-Term Issuer Default Rating (IDR) and senior unsecured ratings of SXL, and affirmed the legacy ETP Long-Term IDR and senior unsecured ratings, all at 'BBB-', reflective of a consolidated approach to the combined entities. ETE's ratings consider roughly $6.4 billion in parent-level debt is structurally subordinate to roughly $34 billion in subsidiary-level debt and reliant on subsidiary distributions to support ETE-level obligations. Distributions from subsidiaries are expected to grow significantly in 2018 and 2019 as distribution waivers roll off and projects at the subsidiaries are completed. ETE's operating affiliates have some operating flexibility with adequate liquidity, and Fitch expects each subsidiary will be able to fund its planned growth with capital market transactions without sustained negative effects on ETE's credit metrics. DERIVATION SUMMARY ETE's earnings and cash flow are largely generated from distribution payments from its underlying partnerships, primarily Energy Transfer Partners, L.P. This is similar to The Williams Companies, Inc. (WMB, BB+/Stable). However, ETE's stand-alone leverage (ETE debt divided by distributions received from subsidiaries less ETE-level operating expenses) is higher than WMB, at above 4.5x for ETE versus 2.1x-2.3x for WMB. ETE's ratings consider the structural subordination ETE has to its subsidiary-level debt. However, Fitch primarily assesses ETE's credit profile and metrics on its stand-alone financial characteristics. A positive or negative rating action at ETE's operating subsidiary could lead to a positive or negative rating action at ETE. KEY ASSUMPTIONS Fitch's key assumptions within its ratings case for the issuer include: - ETE provides incentive distribution waivers to SXL/ETP consistent with management guidance, with waivers rolling off in 2018 and 2019. - Subsidiary growth spending consistent with management guidance. Growth spending at ETP high but declining in 2017-2019. Proceeds from debt and equity issuances at ETP used to fund spending in a balanced manner. Growth projects completed on time at an average 8.0x EBITDA multiple. - Flat ETP distribution in 2017, reset at the SXL level, with slight to moderate distribution growth in outer years. Distributions at SUN at current level. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action - A material improvement in credit metrics, with the combined partnership's consolidated adjusted leverage sustained below 4.0x and distribution coverage above 1.0x, could lead to a positive rating action. - ETE parent company debt/EBITDA below 2.0x on a sustained basis, provided the majority of distributions are coming from subsidiaries rated 'BBB-'; the target could be higher if subsidiaries are rated higher than 'BBB-'. - Improving credit profiles or positive rating action at underlying partnerships, primarily ETP. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action - Weakening credit profiles or negative rating actions at ETP to below investment grade. Fitch will seek to maintain a one- to two-notch separation between ETE and the subsidiary providing the majority of the cash needed to support ETE's structurally subordinated debt. - Increasing ETE parent company leverage above 4.5x on a sustained basis. With no immediate maturities, Fitch is tolerant of elevated stand-alone leverage above 4.5x for 2017, provided it is temporary and done in support of maintaining investment-grade credit profiles at operating subsidiaries. LIQUIDITY Adequate Liquidity: ETE has access to a $1.5 billion secured RCF that matures in March 2022, with an ETE option to extend the term, subject to certain terms and conditions. ETE's operating affiliates have significant operating flexibility with adequate liquidity and the ability to fund their planned growth with capital market transactions. ETE's maturities remain highly manageable, with ETE having no significant debt maturities until 2020, when $1.2 billion in notes mature. Approximately $1.2 billion was drawn under ETE's revolver as of June 30, 2017, leaving $298 million in availability. Following the close of the retail divesture to 7-Eleven, Sunoco, LP is expected to redeem the $300 million of preferred equity that ETE owns at the liquidation preference. ETE is expected to use the proceeds to repay borrowings under its RCF. The ETE revolver and term loans have two financial covenants: a maximum leverage ratio of 6.0x (7.0x during a specified acquisition period) and fixed-charge coverage ratio of 1.5x-1.0x. ETE's notes, term loan and credit facility are secured by a first-priority interest in all tangible and intangible assets of ETE, including its ownership interests in ETP. FULL LIST OF RATING ACTIONS Fitch assigns the following rating: -- Senior Secured Notes 'BB+/RR1'. Fitch currently rates ETE as follows: Energy Transfer Equity, L.P. -- Long-Term Issuer Default Rating 'BB'; -- Secured senior notes 'BB+/RR1'; -- Secured term loan 'BB+/RR1'; -- Secured revolving credit facility 'BB+/RR1'. ENERGY3 LLC: Hires Ring & Ring as Accountant -------------------------------------------- Energy3, LLC, seeks authority from the US Bankruptcy Court for the Southern District of Florida, Miami Division, to employ Dan Ring of the accounting firm of Ring and Ring, CPA as accountant. The professional services the Accountant will render are: (a) give advice to the Debtor with respect to its powers and duties as a debtor-in-possession and the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare tax returns or financial statements for the Debtor and aid in any motions, pleadings, orders, applications, adversary proceedings, and other accounting documents necessary in the administration of the case; and (d) protect the interest of the Debtor in all matters regarding the handling of D.I.P. reports. Daniel J. Ring, CPA, attests that neither he nor the firm represent any interest adverse to the debtor, or the estate, and they are disinterested persons as that term is defined by 11 U.S.C. Sec. 101(14). The Accountant can be reached through: Daniel J. Ring, CPA RING & RING, CPAs 3158 Braverton Road, Suite 206 Edgewater, MD 21037 Tel: (410) 956-7899 Fax: (443) 716-2251 Email: info@ring-ring.com About Energy3, LLC Energy3 -- http://energy-three.com/--is a renewable energy solutions company supported by dedicated people, who are in a position to help clients challenge the current waste disposal and fossil fueled power generating systems, developing new environmentally sustainable solutions. Based in Annapolis, Maryland, Energy3 filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-18986) on July 18, 2017. The petition was signed by Fred R Deluca, member. Judge Robert A Mark presides over the case. Robert C Meyer, Esq. at Robert C Meyer, PA represents the Debtor as counsel. At the time of filing, the Debtor estimates $650,506 in assets and $1.39 million in liabilities. EVIO INC: Now Trading Under Ticker Symbol "EVIO" ------------------------------------------------ FINRA announced the formal approval of EVIO, Inc.'s ticker change. Effective with the opening of trading on Oct. 3, 2017, EVIO Inc. trades under the stock ticker "EVIO" and the CUSIP will remain unchanged as 30051V106. About EVIO, Inc. Based in Bend, Oregon, EVIO, Inc., formerly known as Signal Bay, Inc. -- http://www.eviolabs.com/-- is a life science company that provides accredited analytical testing services and scientific research to the regulated cannabis industry. The Company's EVIO Labs division provides state-mandated ancillary services that don't directly support the supply chain, but are in place to ensure the safety and quality of the nation's cannabis supply. At a special meeting of stockholders held on Aug. 30, 2017, the stockholders of the Company approved, among other things, an amendment to the Company's Restated and Amended Articles of Incorporation to change the name of the Company to "EVIO, Inc." The name change took effect at 12:01 am Sept. 6, 2017. Signal Bay reported a net loss of $2.55 million for the year ended Sept. 30, 2016, following a net loss of $1.45 million for the year ended Sept. 30, 2015. As of June 30, 2017, Signal Bay had $3.97 million in total assets, $3.13 million in total liabilities and $838,396 in total equity. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, stating that the Company has negative working capital, recurring losses from operations and likely needs financing in order to meet its financial obligations. These conditions raise significant doubt about the Company's ability to continue as a going concern. EXCO RESOURCES: Restructures Incentive Plans to Retain Key Workers ------------------------------------------------------------------ EXCO Resources, Inc., and its outside compensation consultants and strategic advisors have reviewed the Company's incentive plans to determine whether they continue to fulfill their purpose of retaining key employees, incentivizing key employees to perform at a high level and aligning the interests of key employees with shareholders. Currently, the Company's incentive plans consist primarily of an annual cash bonus program and long-term equity incentive awards. After reviewing these plans, the Company and the Compensation Committee of the Company's Board of Directors have determined that (i) normal annual and long-term incentive cycles are likely to be ineffective due to the Company's ongoing strategic restructuring efforts and (ii) the use of equity compensation is currently ineffective and inefficient. As a result, the Company and the Compensation Committee determined that in order to restructure the Company's incentive plans to retain its key employees and encourage them to devote their best efforts to the Company while the Company executes the next phase of its restructuring plan, the Company would (i) terminate the 2017 Management Incentive Plan; (ii) make incentive payments to the seven MIP participants based on the Company's achievement of performance goals under the MIP as of June 30, 2017; (iii) adopt two new cash-based incentive programs; (iv) enter into Retention Bonus Agreements with five key employees; and (v) discontinue equity incentive grants until the completion of a restructuring. Accordingly, on Sept. 29, 2017 the Company entered into (i) the 2017 Key Employee Incentive Plan; (ii) the 2017 Key Employee Retention Plan; (iii) the Retention Bonus Agreements with five key employees, including all of the Company's named executive officers that remain current employees, pursuant to which the Company agreed to pay retention bonuses to those persons; and (iv) Incentive Payment Agreements with the seven MIP participants, including the NEOs, pursuant to which the Company agreed to make the Incentive Payments. In addition, acting pursuant to authority granted by the Company's Board of Directors, the Company terminated the MIP, effective as of June 30, 2017. New Incentive Plans The purpose of the New Incentive Plans is to align the interests of the Company and eligible employees of the Company and its subsidiaries. The New Incentive Plans are intended to replace the MIP, the Company's annual cash bonus plan, and the Company's long-term equity incentive plans. The New Incentive Plans are expected to remain in effect until a new equity incentive program becomes a viable alternative following the completion of a restructuring. The New Incentive Plans provide a means of rewarding KEIP Participants and KERP Participants based on the overall performance of the Company and the achievement of certain quarterly performance goals under the KEIP or KERP, as applicable. Each of the New Incentive Plans became effective as of July 1, 2017. The KEIP has a term continuing until June 30, 2018, unless earlier terminated by the Company or extended pursuant to the approval of the Compensation Committee. The KERP has a term continuing until terminated by the Company. The Company has the right, in its sole discretion, to modify, supplement, suspend or terminate each of the New Incentive Plans at any time, subject to certain exceptions. The KEIP is administered by the Compensation Committee and the KERP is administered by the Company. The Compensation Committee, with respect to the KEIP, and the Company, with respect to the KERP, have full authority and discretion within the limits of the applicable plan to establish such administrative measures as may be necessary to administer and attain the objectives of such plan. The interpretation of the Compensation Committee, with respect to the KEIP, and the Company, with respect to the KERP, will be binding on all of such plan's respective participants. The Compensation Committee may delegate to officers of the Company the authority to administer the KEIP. The Committee has the authority to designate persons, from time to time, as participants under the KEIP. Currently, there are a total of five individuals designated as KEIP Participants, including the NEOs. All employees of the Company not designated as KEIP Participants are participants in the KERP. KEIP Performance Goals and Quarterly Performance Incentives Subject to the provisions of the KEIP and any participation agreement between a KEIP Participant and the Company, each KEIP Participant will have the opportunity to earn an incentive payment for each quarter during the term of the plan, with the first performance period being July 1, 2017, through Sept. 30, 2017, depending on the achievement of the performance goals for each Performance Period. The Company will develop and the Compensation Committee will approve (i) the performance measures underlying the Performance Goals, which will include Production, General and Administrative Costs, Lease Operating Expenses and EBITDA. The Performance Measures are subject to certain pro forma adjustments pursuant to the terms of the KEIP. The potential amount payable upon the achievement of the Quarterly Threshold, Target and Maximum Performance Goals is based on a given KEIP Participant's individual target Quarterly Performance Incentive, which is set forth in each KEIP Participant's Participation Agreement. The target Quarterly Performance Incentive for each of the Company's NEOs is as follows: Name of NEO Target Quarterly Performance Incentive ----------- -------------------------------------- Harold L. Hickey $581,250 Harold H. Jameson $288,125 Tyler S. Farquharson $260,313 One hundred percent of a Quarterly Performance Incentive will be based on the Company's Overall Performance Level, which is the sum of the weighted actual achievement of the Performance Goals for each Performance Measure in a particular Performance Period. Achievement of the Performance Goals will be calculated on the basis of straight-line interpolation between the Quarterly Threshold, Target and Maximum Achievement levels for each Performance Measure underlying the Performance Goal. In addition to being measured on a quarterly basis, the Performance Goal for each Performance Measure will be measured cumulatively during the second, third and fourth quarter of the term such that employees may receive "catch-up" payments if the Company fails to achieve Performance Goals for a given Performance Period but overachieves its Performance Goals in a subsequent quarter. For the second, third and fourth quarter of the term, a KEIP Participant will earn an amount equal to the positive difference, if any, between (i) the aggregate Quarterly Performance Incentive payable based on achievement, as applicable, of the cumulative Performance Goals as of the end of such quarter, and (ii) the Quarterly Performance Incentive actually paid for prior quarters during the term, if any. Any such cumulative "catch-up" payment for a quarter is payable in addition to any Quarterly Performance Incentive earned for that quarter. An overriding automatic adjustment to the Company's Cumulative Overall Performance Level of five percent will be made at the earlier of June 30, 2018, or the termination of the KEIP based on the Safety Modifier, which is a comparison of the Company's Total Recordable Incident Rate and the total incident rate of nonfatal occupational injuries and illnesses for the oil and natural gas industry in the year immediately preceding the Performance Period. In the event that the Company's Total Recordable Incident Rate for the KEIP Safety Modifier Performance Period is at or below the Target Recordable Incident Rate, the Cumulative Overall Performance Level will be automatically positively adjusted by five percent, while if the Company's Total Recordable Incident Rate for the KEIP Safety Modifier Performance Period is above the Target Recordable Incident Rate, the Cumulative Overall Performance Level will be automatically negatively adjusted by five percent. Each KEIP Participant will be entitled to a Quarterly Performance Incentive based on the following Performance Measures, which will remain the same for each Performance Period under the KEIP: Performance Measure Weight ------------------- ------ Production (Mmcfe) 30% General and Administrative Costs (gross) (dollars in millions) 30% Lease Operating Expenses (dollars per Mcfe) 30% EBITDA (dollars in millions) 10% Each Performance Measure has a Threshold, Target, and Maximum Performance Goal. The Quarterly Performance Incentive will be determined using the following payout schedule based on the Company's overall performance on each of the Performance Measures. Performance less than the Threshold Performance Goal for a Performance Measure will result in zero payout for that portion of the Quarterly Performance Incentive. Portion of Applicable Portion Payable if Quarterly 75% and/or Cumulative Threshold Performance Goal Achieved: Portion of Applicable Portion Payable if Quarterly and/or Cumulative Target Performance Goal Achieved: 100% Portion of Applicable Portion Payable if Cumulative Maximum Performance Goal Achieved: 125% Portion of Applicable Portion Payable if Achievement is Between Quarterly and/or Cumulative Threshold and Maximum Performance Goals: Linear interpolation between 75% and 125% In the Performance Period of July 1, 2017, through Sept. 30, 2017, for example, if the Overall Performance Level meets the Quarterly Threshold Performance Goal, a KEIP Participant would be entitled to 75% of the Quarterly Performance Incentive specified in such KEIP Participant's Participation Agreement. No catch-up payment is payable for the Performance Period of July 1, 2017, through Sept. 30, 2017. Once a Quarterly Performance Incentive has been determined, payment of such award will be made within 30 days after the end of the applicable Performance Period or as soon as reasonably estimable financials are available for the Performance Period; provided, that in no event will a Quarterly Performance Incentive be paid at a time later than as required by Section 409A of the Internal Revenue Code of 1986, as amended. Quarterly Performance Incentives under the KEIP are payable in cash. In the event a KEIP Participant's employment is terminated for any reason prior to the date on which a Quarterly Performance Incentive for the applicable Performance Period is paid, such KEIP Participant will forfeit his or her right to such payment. KERP Performance Goals and Quarterly Incentive Opportunities Subject to the provisions of the KERP, each KERP Participant will have the opportunity to earn an incentive payment for each Performance Period, depending on the achievement of Performance Goals for each Performance Period. The Company shall establish and approve the Performance Goals for each Performance Period. The Performance Periods and Performance Measures under the KERP Plan are the same as those under the KEIP. Fifty percent of a Quarterly Incentive Opportunity will be payable so long as the KERP Participant remains employed by the Company through the payment date for a Quarterly Incentive Opportunity and fifty percent of a Quarterly Incentive Opportunity will be payable based on the Company's achievement of the threshold Performance Goals during a Performance Period. In addition to being measured on a quarterly basis, the Performance Goal for each Performance Measure will be measured cumulatively during the second, third and fourth quarter of the term such that employees may receive "catch-up" payments if the Company fails to achieve Performance Goals for a given Performance Period but overachieves its Performance Goals in a subsequent quarter. For the second, third and fourth quarter of the term, a KERP Participant will earn an amount equal to the positive difference, if any, between (i) the aggregate Performance Component payable based on achievement, as applicable, of the cumulative Threshold Performance Goals as of the end of such quarter, and (ii) the Performance Component actually paid for prior quarters during the term, if any. Any such cumulative "catch-up" payment for a quarter is payable in addition to any Performance Component earned for that quarter. An overriding automatic adjustment to the Cumulative Overall Performance Level of five percent will be made at the earlier of June 30, 2018 or the termination of the KERP and is subject to the same terms as the KEIP's Safety Modifier. The payment terms and conditions for Quarterly Incentive Opportunities under the KERP, including those related to forfeiture of Quarterly Incentive Opportunities, are substantially similar to those under the KEIP. Retention Bonuses In addition to the adoption of the New Incentive Plans, the Company entered into the Retention Bonus Agreements with five of the Company's key employees, including the NEOs, each of which has an effective date of Oct. 1, 2017. Under the terms of each Retention Bonus Agreement, each recipient was entitled to a cash Retention Bonus in an aggregate amount equal to two and one-half (2.5) times such recipient's base salary. The Retention Bonuses were paid on Sept. 29, 2017. Under the Retention Bonus Agreements, in the event a recipient of a Retention Bonus voluntarily terminates his or her employment without Good Reason, or the Company terminates such recipient's employment for Cause, in either case, before March 31, 2019, then such recipient will be required to promptly repay to the Company, in any event no later than 10 days following such termination, an amount equal to the Retention Bonus reduced by all taxes the Company actually withholds therefrom. A recipient will not be required to repay a Retention Bonus in the event of termination of employment due to death or disability, by the Company without Cause or by the recipient for Good Reason prior to the Retention Date. The aggregate value of Retention Bonuses made to the NEOs under the Retention Bonus Agreements is set forth in the table below: Name of NEO Annual Base Salary Retention Bonus Amount ----------- ------------------ ---------------------- Harold L. Hickey $750,000 $1,875,000 Harold H. Jameson $425,000 $1,062,500 Tyler S. Farquharson $385,000 $962,500 Incentive Payments In connection with the restructuring of the Company's key employee incentive compensation program by the adoption of the New Incentive Plans and payment of the Retention Bonuses, the Company determined to terminate the MIP, effective as of June 30, 2017, and enter into Incentive Payment Agreements with each of the seven MIP participants, including the NEOs, each of which has an effective date of Sept. 25, 2017, and a payment date of Sept. 29, 2017. Under the terms of each Incentive Payment Agreement, each recipient was entitled to receive a cash payment based on the Company's pro rata achievement of performance goals under the MIP through its termination date such that recipients were paid 50% of the bonus they would have earned under the MIP for the 2017 calendar year. The Incentive Payments were paid on Sept. 29, 2017. The Incentive Payments differ from awards payable under the MIP in that, among other things, (i) Incentive Payments were made one hundred percent (100%) in cash, as opposed to awards under the MIP being payable 75% in cash and 25% in shares of fully-vested restricted stock, and (ii) Incentive Payments were based on modified performance measures intended to align with the Company's budget and forecast for the Modified Performance Period.' Finding and Development Costs was removed as a performance measure for purposes of the Incentive Payments and its 20% weight was proportionally reallocated among the remaining four performance measures. The Company's management determined that it was not feasible to calculate Finding and Development Costs for the Modified Performance Period due to the limited number of wells completed during the first half of 2017 and the unavailability of a third party reserve report. Termination of the MIP In connection with the Company's restructuring of its incentive plans, including the entry into the KEIP, the KERP, the Retention Bonus Agreements and the Incentive Payment Agreements, on Sept. 29, 2017, the Company terminated the MIP, effective as of June 30, 2017. As a result of such termination, the MIP is void and of no further effect and the Company has no liability or obligation to make any awards thereunder. Additional information is available for free at: https://is.gd/C8R2qR About EXCO EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, Louisiana and Appalachia. EXCO Resources reported a net loss of $225.3 million on $271 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion on $355.70 million of total revenues for the year ended Dec. 31, 2015. As of June 30, 2017, EXCO Resources had $696.34 million in total assets, $1.43 billion in total liabilities and a total shareholders' deficit of $741.12 million. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that probable failure to comply with a financial covenant in its credit facility as well as significant liquidity needs, raise substantial doubt about the Company's ability to continue as a going concern. * * * In December 2016, Moody's Investors Service downgraded EXCO Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's downgrade reflects its eroded liquidity position which is insufficient to fully fund development expenditures at the level required to stem ongoing production declines," commented Andrew Brooks, Moody's vice president. "Absent an injection of additional liquidity, the source of which is not readily identifiable, EXCO could face going concern risk as it confronts an unsustainable capital structure." In March 2017, S&P Global Ratings raised its corporate credit rating on EXCO Resources to 'CCC-' from 'SD' (selective default). The rating outlook is negative. "The upgrade reflects our reassessment of our corporate credit rating on EXCO after the company exchanged most of its outstanding 12.5% second-lien secured term loans for $683 million new 1.75-lien secured payment-in-kind (PIK) term loans," said S&P Global Ratings' credit analyst Alexander Vargas. FAMILY CHILD CARE: Kennamer Buying Two 2008 Chevy Buses for $16K ---------------------------------------------------------------- Family Child Care, LLC, asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the private sale of (i) a 2008 Chevy Bus, bearing VIN 1GBHG31C681114085, and (ii) a 2008 Chevy Bus, bearing VIN 1GBGH31C981171851 to Joel Kennamer for The Debtor owns the Assets. The Assets currently sit on its property at 124 Plaza Boulevard, Madison, Alabama. The Buyer, who is a third party unrelated to the Debtor, wants to take possession of the Assets as soon as possible. The proposed sale of the Assets will be by private sale on the Debtor's property where the Assets now sit. The combined sale price is $16,000. The Debtor sets forth that the sale price represents the fair market value of the Assets. The sale is "as-is," and "where-is," without warranty of any kind. The Debtor proposes to sell the Assets free and clear of any and all mortgages, liens, interests and/or other encumbrances. There are no known liens, mortgages, or other interest in the property sought to be sold, however, the Debtor reserves the right to contest the validity, priority, and extent of any claim, lien or other interest if, any exist. The Debtor proposes Debtor to hold the consideration paid on the date of the sale until the dispute can be resolved. Sound business judgment exists in support of the sale, in that the sale will liquidate an unused asset, which would be expensive to move from its current location. The proposed sale will generate cash for use in the estate, and should not hamper the Debtor's ability to operate going forward. The Assets identified is not necessary for its effective reorganization. About Family Child Care Family Child Care, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-80334) on Feb. 3, 2017. The petition was signed by Troy Ponder, owner. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Clifton R. Jessup Jr. Stuart M. Maples, Esq., at Maples Law Firm, PC, serves as the Debtor's bankruptcy counsel. FITNESS UNLIMITED: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Fitness Unlimited Health Club, Inc. About Fitness Unlimited Health Club Fitness Unlimited Health Club, Inc., operates a health club facility at 1212 Highway 35 North, Benton, Arkansas. The Debtor sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 17-14711) on Aug. 30, 2017. It previously sought bankruptcy protection on Nov. 20, 2013 (Bankr. E.D.Ark. Case No. 13-16393). The petition was signed by Kimberly McClendon, general manager. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. FREESEAS INC: Appoints New Chief Financial Officer and Director --------------------------------------------------------------- Mr. Dimitris Filippas has been appointed as chief financial officer of FreeSeas Inc. in replacement of Mr. Dimitris Papadopoulos, who resigned as chief financial officer and director of the Company. Mr. Dimitris Filippas has been serving as deputy chief financial officer since November 2013. Ms. Argyro Fonia has been appointed as Class B director filing the vacancy created by Mr. Papadopoulos' resignation. Mr. Ion G. Varouxakis, chairman, president and CEO, commented: "I would like to thank Mr. Dimitris Papadopoulos for his valuable contribution to the Company during challenging times and wish him success in his new endeavors. The Company is continuing its efforts with last the last Lender of the Company, the National Bank of Greece, in order to settle its last outstanding loan, secured on M/V "Free Neptune". A successful conclusion of the matter will enable the Company to fully leverage on opportunities presented in the presently improving dry-bulk market." About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A. -- http://www.freeseas.gr/-- was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas reported a net loss of US$20.51 million on US$506,000 of operating revenues for the year ended Dec. 31, 2016, compared to a net loss of US$52.94 million on US$2.30 million of operating revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Freeseas had US$2.93 million in total assets, US$36.52 million in total liabilities and a total shareholders' deficit of US$33.59 million. Fruci & Associates II, PLLC, in Spokane, Washington, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has been unable to obtain ongoing sources of revenue sufficient to cover cost of operations and scheduled debt repayments. Additionally, the Company has not made scheduled payments and is in violation of debt covenants associated with its bank loan, and per the loan agreement, this violation may result in acceleration of outstanding indebtedness, which would require the Company to obtain significant additional financing in order to meet obligations under the loan agreement. These factors raise substantial doubt about its ability to continue as a going concern. GARBER BROS: Hires Zeisler & Zeisler as Litigation Counsel ---------------------------------------------------------- Garber Bros., Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Massachusetts to employ Zeisler & Zeisler, P.C. as successor special litigation counsel to represent the Debtor in connection with pursuing certain collection actions in the State of Connecticut against former customers of the Debtor on account of unpaid receivables due to the Debtor. The Debtor previously employed Reid & Riege, P.C. as special Connecticut litigation counsel. The Debtor says the retention of Zeisler & Zeisler is necessary because Eric Henzy, the principal attorney handling the Debtor's matters at Reid & Riege, has recently moved his practice to Zeisler & Zeisler. Eric Henzy, partner with Zeisler & Zeisler, attests that his firm has not represented, nor does it now represent, any interest adverse to the Debtor with respect to the matters on which the Firm is to be employed. The Firm and its principals and employees are otherwise disinterested persons with respect to the Debtor, as that term is defined in the Bankruptcy Code. The Firm can be reached through: Eric Henzy, Esq. ZEISLER & ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 02108-3107 Phone: 203-368-4234 Fax: 203-367-9678 Email: ehenzy@zeislaw.com About Garber Bros. Garber Bros., Inc., is a greater Boston convenience store distributor. It abruptly closed its doors on April 10, 2017, and ceased operations. Alleged creditors signed an involuntary Chapter 7 petition for Garber Bros. (Bankr. D. Mass. Case No. 17-11802) on May 15, 2017. The petitioning creditors are BIC USA, Conagra Brands, Inc., General Mills, Inc., Mars Financial Services, Mondelez, Nestle USA, The Coca-Cola Company, and The Hershey Company. The petitioning creditors are represented by Janet E. Bostwick, at Janet E. Bostwick, PC. On June 7, 2017, the Court granted the Debtor's motion to convert the case to Chapter 11. Murphy & King, PC, is the Debtor's counsel, and Argus Management Corporation serves as the Debtor's financial advisor. On June 28, 2017, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Blakeley LLP. GARDA WORLD: Fitch Affirms B+ Long-Term IDR; Outlook Stable ----------------------------------------------------------- Fitch Ratings has affirmed Garda World Security's (GW) Long-Term Issuer Default Rating (IDR) at 'B+'. Fitch has also affirmed all senior secured debt at 'BB+/RR1' in addition to affirming the company's senior unsecured notes at 'B-/RR6'. The Rating Outlook is Stable. KEY RATING DRIVERS GW's ratings are supported by the firm's significant market position, successful organic and acquisitive growth in conjunction with its consistent cash flow generation. GW's ratings are further supported by historical technology investments that the company has made in its cash-in-transit business which allows the segment to maintain low capital needs on a go-forward basis. The company continues to successfully integrate new targets while realizing both revenue and operational synergies as evidenced by improving normalized EBITDA margins and cash flow levels as the company continues to grow. Following the integration of the company's numerous transactions in recent years, GW has concentrated on business development and efficiencies in its operations. The company's margins have improved in all of its verticals for 16 consecutive quarters, with a most notable increase in fiscal 2017 which saw a 360bp EBITDA margin improvement to 14.6% from 11% during the prior year. Fitch expects GW's EBITDA margins to continue to improve toward the mid 16% range in the medium term. Protective Services revenue increased by 14.8% while Cash Services increased by 0.4% resulting in an 8.9% overall revenue increase over prior year in first half (1H) fiscal 2018. Revenue from business acquisitions increased by $57.4 million or 4.8%, largely explained by the KK Security acquisition. In addition, there was $37 million of organic growth and a $12 million positive foreign exchange impact in 1H fiscal 2018. Gross margins have also improved through July 31, 2017, advancing to 23.8% from 22.9% (when excluding D&A) over the same period the prior year. On May 26, 2017, Garda and Rhone Capital completed the purchase of all of Apax's Partner's remaining participation in HCA Parent Corp, the ultimate parent company of Garda World Security Corp. Apax first took an equity stake in the company in November 2012 and the company has nearly doubled its revenue and employees since that time. As a result of the transaction, Apax no longer owns shares in Garda's parent company, while Stephan Cretier, founder, chairman, and CEO now holds, along with certain members of the management team, 39% of the shares in GW's parent company and Rhone Capital will increase its holding to 61%. In December 2016, GW completed the acquisition of KK Security, a leading provider of security services in East Africa, operating in seven countries on the continent and generating close to CAD120 million in annual revenue. Fitch expects the KK acquisition to further enable GW to capitalize on the consolidating security services market across the Middle East and Africa and sees positive growth trends across these geographies. GW has completed other significant acquisitions in recent years, acquiring G4S cash services in Canada in April 2014, 32 currency vaults from Bank of America in the U.S. in April 2014, and the international protective services firm Aegis in September 2015. GW spent an aggregate of roughly USD300 million in the three transactions and has grown revenue and EBITDA significantly over the past three years. Fitch views the company's ability to integrate these transactions favorably and expects the company to continue its acquisitive pace through the medium term. Rating concerns include GW's willingness to operate at elevated leverage levels, frequent acquisition activity, and relatively concentrated customer base. GW's top 10 customers currently account for approximately 35% of its revenue, which has increased in recent years. Much of this increased customer concentration comes from additional contracts that the company has attained (both organically and through acquisition) in protecting U.S. embassies in the Middle East and Africa. Additional concerns include the company's end-market concentration, appetite for shareholder dividends, and significant cash restructuring and integration costs. Though this recent recapitalization funded a liquidation event for shareholders with incremental debt, Fitch views this as credit-neutral as the firm has continued to grow rapidly through accretive acquisitions and Fitch expects leverage to fall in fiscal 2018, absent a significant negative currency movement. GW's total debt/EBITDA has varied in recent years because of frequent acquisitions and negative currency movements. The company's leverage was 7.9x and 8.5x at fiscal year-end 2015 and 2016, respectively. Leverage has declined significantly recently with debt/EBITDA falling to 5.1x as of Jan. 31, 2017 and subsequently rising due to the recent recapitalization to roughly 5.9x as of July 31, 2017. Fitch expects the company's leverage to be roughly at or below 6.0x for fiscal year-end 2018. Given the successful integration of GW's recent acquisitions and its highly accretive contribution to cash flows, Fitch will continue to view the company's pro forma leverage metrics as a counterbalance to the risk of the firm's more elevated reported leverage. Fitch expects the company's pro forma leverage (with temporary fluctuations due to future acquisitions) to remain within the 6.0x range through the intermediate term. The strength of GW's business profile provides somewhat of an offset to the relatively elevated leverage in the company's credit profile. The recurring nature of the company's revenues, long customer contracts, and relatively stable operating margins are features of higher rating categories. GW enjoys a more stable operating profile than most issuers in the 'B+' rating category. Although high leverage and debt service costs will continue to be the largest medium-term risk, positive free cash flow (FCF) should, to a degree, counterbalance them. Fitch expects GW to generate roughly CAD100 million of FCF in fiscal 2018, which would equate to a roughly 4% FCF margin. Fitch expects GW to primarily deploy excess cash toward additional acquisitions. Fitch further expects funds from operations (FFO) interest coverage to be between 2x and the low 3x range at year-end fiscal 2018 compared to 2.8x at year-end fiscal 2017. With an asset-light business model (the firm's largest cost is personnel) GW utilizes operating leases for its armored vehicle fleets and other heavy equipment, which allows for cash flow flexibility. The medium-term maturity schedule is favorable with no material debt maturities until 2021 which is when the company's remaining senior unsecured notes that were not tendered earlier this year mature. The rating of 'BB+/RR1' on GW's senior secured credit facility reflects its substantial going-concern enterprise value coverage and outstanding recovery prospects in a distressed scenario, which Fitch estimates in the 90%-100% range. Collateral consists of nearly all U.S. and Canadian assets of restricted subsidiaries, including such assets which may be under lease agreements. This includes without limitation, accounts receivables, inventory, equipment, investment property, intellectual property, other general intangibles, and owned (but not leased) real property. The equity interests of the borrower and all equity interests of any wholly owned subsidiaries are also included within the collateral package. The rating of 'B-/RR6' on the company's senior unsecured notes reflects the minimal recovery prospects on the notes, estimated by Fitch to be in the 0%-10% range in a distressed scenario. Recovery Rating Assumptions The recovery analysis assumes that GW would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch assumes a 10% administration claim. GW's going concern EBITDA is based on an estimate of fiscal 2018 EBITDA. The going concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch base the valuation of the company. Fitch utilized a $300 million going-concern EBITDA to reflect a potential weakening of cash logistics market as well as the potential for the loss of a significant customer, given that GW has large customer concentrations. An EV multiple of 5.5x is used to calculate a post-reorganization valuation and reflects a mid-cycle multiple. The estimate considered the fact that historical bankruptcy exit multiple for companies in the industrial sector average roughly 5.7x. With respect to EV public market trading multiples, many of GW's cash logistics competitors trade in the 13x to 16x multiple range and GW's recent equity recapitalization with Rhone Capital transpired at roughly a 12.0x LTM EBITDA multiple. The secured revolving credit facility is assumed to be fully-drawn upon default. The credit facility and other secured loans are senior to the senior unsecured notes in the waterfall. The waterfall results in a 100% recovery corresponding to 'RR1' for the senior secured debt totalling roughly CAD1,462 million (assumed both revolvers to be fully drawn at USD233 million in addition the company's USD30 million secured revolver). The waterfall also indicates a 3% recovery corresponding to RR6 for the roughly CAD821 million of senior unsecured notes outstanding. DERIVATION SUMMARY Garda compares favorably to its peers such as The Brinks Company on operating margin and FCF metrics. GW has consistently generated positive FCF in recent years. Fitch notes that GW's leverage is among the highest in its peer group, though the company has demonstrated an ability to de-lever given its high cash generation. Further, GW's credit metrics have been disproportionately affected by its high proportion of USD-denominated debt though only 40% of the company's revenue is generated in USD. Roughly half of GW's revenue is generated in Canada, which has also depreciated significantly in recent years against the USD. GW is also further distinguished from its peers as more than half of its revenue comes from protective services, while its peers are more concentrated in cash logistics. KEY ASSUMPTIONS Fitch's key assumptions within its ratings case for the issuer include: -- Approximately 15% revenue growth in fiscal 2018, driven by organic growth and recent acquisitions; -- EBITDA margins of 13% or higher; -- No debt-funded dividends through the medium term; -- Capital intensity remains at roughly 2.5% of revenue through the medium term; -- Limited additional foreign-currency impacts. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Maintaining total debt/EBITDA below 5x; -- Maintaining a FCF margin above 4%; -- Maintaining an EBITDA margin above 12%; -- Continued successful M&A integration. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Total pro forma debt/EBITDA above 6.5x for an extended period; -- Debt-funded shareholder-friendly activity; -- A decline in the company's EBITDA margin to below 10% on a sustained basis; -- Loss of a material contract or customer. LIQUIDITY Fitch expects GW to continue to hold minimal cash balances and fund short-term needs with operating cash flows and draws from its new multi-currency USD233 million senior secured revolver. The company has adequate liquidity with a CAD89 million cash balance as of July 31, 2017, though this was counterbalanced against CAD112 million of customer advances which Fitch considers restricted and not readily available. The company's funding needs are manageable given GW's working capital structure and low capital intensity. Working capital volatility is largely kept in check, as accounts receivables and payables have only seen large swings in past years due to large new business wins. Inventory is minimal and only includes spare parts to the company's vehicles and aircrafts. The majority of new fixed assets are funded through finance (capital) leases, decreasing annual costs, especially for new armored vehicles. The security solutions segment is an asset-light business and needs minimal capital expenditures as well. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings with a Stable Outlook: Garda World Security Corp. -- Long-Term Issuer Default Rating (IDR) at 'B+'; -- Senior secured revolving credit facility at 'BB+/RR1'; -- Senior secured term loans at 'BB+/RR1'; -- Senior unsecured notes at 'B-/RR6'. GENON ENERGY: Disclosures Approved; Nov. 13 Plan Hearing Set ------------------------------------------------------------ BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order approving GenOn Energy's Disclosure Statement on October 5, 2017 and scheduled a November 13, 2017 hearing to consider the Second Amended Joint Chapter 11 Plan of Reorganization, with objections due by November 6, 2017. BankruptcyData noted that according to the Disclosure Statement, "Through the Plan, the Debtors will, among other things: (a) equitize approximately $1.8 billion in debt; (b) pay cash to Holders of Allowed GAG Notes Claims at an agreed-upon discount to par; (c) transition to a standalone enterprise with a leaner capital and operating structure that is better suited for today's market challenges; and (d) implement a global settlement of potential claims and causes of action against NRG. This settlement provides substantial cash and non-cash consideration, including a handover of NRG's 100% equity position in GenOn, a $261.3 million cash contribution, a pension contribution worth approximately $13.2 million, a $27.8 million credit against amounts GenOn owes under the Shared Services Agreement. The Plan provides for the reorganization of the Debtors as a standalone entity separate from NRG and will significantly reduce long-term debt and annual interest payments and preserve the Debtors' existing liquidity, resulting in a stronger, de-levered balance sheet. Moreover, through the NRG Settlement, it will resolve all potential claims against their non-Debtor parent, NRG, for substantial cash and non-cash consideration that will give the Reorganized Debtors a true 'blank slate' upon emergence. Specifically, the Plan contemplates a restructuring of the Debtors through a debt-for-equity conversion, together with certain other forms of consideration and the possibility of a sale of some or all of the Debtors' assets pursuant to a marketing process. The key terms of the Plan are as follows: A. Substantial Debt-for-Equity Exchange. A key element of the Plan is the agreement of the Consenting GenOn Noteholders to convert the GenOn Notes Claims into New Common Stock (along with, potentially, receiving other forms of consideration)." 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 competitive power markets in the U.S. GenOn is the product of two mergers since 2010. First, on Dec. 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. 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 on December 14, 2012. 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. Credit Suisse Securities (USA) LLC serves as GenOn Energy’s financial advisor and investment banker. 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. GENON ENERGY: Exclusive Plan Filing Deadline Moved to April 12 -------------------------------------------------------------- The Hon. David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas has extended, at the behest of GenOn Energy, Inc., and its affiliates, the exclusive period during which the Debtors may file a Chapter 11 plan through April 12, 2018, and solicit acceptances to its plan through June 11, 2018. As reported by the Troubled Company Reporter on Sept. 19, 2017, the Debtors asked for the extension, telling the Court that their restructuring efforts have the support of the vast majority of their creditors at every level of the capital structure. A restructuring support agreement the Debtors entered into prior to the bankruptcy filing provides that the reorganized equity, plus a substantial amount of cash, will be distributed to unsecured creditors, including enough consideration to render all trade claims unimpaired. This "remarkable" result, the Debtors state, is coupled with a commitment from certain of the Debtors' prepetition bondholders to backstop exit financing for the reorganized company. 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 competitive power markets in the U.S. GenOn is the product of two mergers since 2010. First, on Dec. 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. 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 on Dec. 14, 2012. 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. Credit Suisse Securities (USA) LLC serves as GenOn Energy's financial advisor and investment banker. 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. GLOBAL EMPOWERMENT: Taps CBRE Inc. as Appraiser ----------------------------------------------- Global Empowerment Ministries, Inc. seeks approval from the US Bankruptcy Court for the Northern District of Georgia, Atlanta Division, to employ CBRE, Inc as appraiser. The professional services which the Appraiser is to render are: a) inspect and appraise the Real Property; b) testify at any hearing or any deposition regarding issues such as the value of the Real Property; and c) provide testimony at any hearing, or any deposition regarding the value of the Real Property at hourly fee of $350.00 per hour. Don Poore, MAI and managing director of CBRE, Inc., attests that he and every person in his firm is a "disinterested person" as defined by Section 101(14) of the Bankruptcy Code. The Appraiser has agreed to perform the appraisal of Real Property, including preparing a written appraisal report, for a fee of $5,000, which fee must be paid before the appraisal is commenced, and to provide testimony at any hearing, or any deposition regarding the value of the Real Property at hourly fee of $350.00 per hour. The Firm can be reached through: Don Poore, MAI CBRE, Inc. 201 S. College Street, Suite 1700 Charlotte, NC 28244 Tel: 704 376 7979 Fax: 704 331 1259 About Global Empowerment Center Based in Decatur, Georgia, The Global Empowerment Center, Inc., formerly doing business as Victory House Evangelistic Temple, is a Georgia non-profit corporation who operates a church out of its real property. Global Empowerment Center 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. GOLDEN DAY SCHOOLS: Taps Leslie Cohen Law as Bankruptcy Counsel --------------------------------------------------------------- Golden Day Schools, Inc. seeks approval from the United States Bankruptcy Court for the Central District of California, Los Angeles Division, to employ Leslie Cohen Law, P.C. as bankruptcy counsel. Professional services required of Leslie Cohen Law, P.C. are: a. advise the Debtor regarding its rights and responsibilities as a Chapter 11 debtor and a debtor in possession, specifically including the requirements of the United States Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules, and how the application of the provisions relates to the administration of the Debtor's estate; b. advise and assist the Debtor in connection with the preparation of certain documents to be filed with the Bankruptcy Court and/or the Office of the United States Trustee; c. represent the Debtor, with respect to bankruptcy issues, in the context of its pending Chapter 11 case and to represent the Debtor in contested matters as would affect the administration of the Debtor's case, except to the extent that any proceeding pertains to the excluded services described above or requires expertise in areas of law outside of the Firm's expertise; d. advise, assist and represent the Debtor in the negotiation, formulation and attempted confirmation of a plan of reorganization; e. render services for the purpose of pursuing, litigating and/or settling litigation as may be necessary and appropriate in connection with this case, including without limitation objections to claims, adversary proceedings to recover preferences and fraudulent conveyances, and all associated matters. Leslie A. Cohen attests that her Firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code and that the Firm does not hold any interest adverse to the estate. Current billing rates of the Counsel are: Leslie Cohen -- $575/hr J'aime Williams -- $390/hr Senior Contract Attorneys -- $350/hr Paraprofessionals -- $110/hr The Counsel maintains office at: Leslie A. Cohen, Esq. J'aime K. Williams Esq. LESLIE COHEN LAW, PC 506 Santa Monica Blvd., Suite 200 Santa Monica, CA 90401 Tel: (310) 394-5900 Fax: (310) 394-9280 Email: leslie@lesliecohenlaw.com jaime@lesliecohenlaw.com About Golden Day Schools Golden Day Schools, Inc. is a privately held company that operates a private elementary school in Los Angeles California. It is a non-profit federal 501(c)(3) and California State Tax Exempt Corporation. Golden Day Schools filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-21651) on September 22, 2017. The petition was signed by Clark E. Parker, president. The Hon. Neil W. Bason presides over the case. The Debtor is represented by Leslie A Cohen, Esq. at Leslie Cohen Law, P.C. 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. GOODRICH PETROLEUM: 5 Parties Realigned as Additional Plaintiffs ---------------------------------------------------------------- 8587 BRR LLC; The Cibolo Seven, Ltd.; Patrick Burns Clark, Trustee of the Patrick Burns Clark 2012 Irrevocable Trust; Richard Burns Clark, Trustee of the Richard Burns Clark Family 2011 Trust; and Walter Edwin, LP ("Additional Defendants") filed a motion to realign them as plaintiffs rather than defendants in the adversary proceeding captioned AROLYN JULIA CLARK, et al, Plaintiff(s), v. GOODRICH PETROLEUM COMPANY, L.L.C., et al, Defendant(s), Adversary No. 16-3149 (Bankr. S.D. Tex.). Bankruptcy Judge Marvin Isgur granted the Additional Defendants' motion. A motion to realign parties is most commonly employed to obtain diversity jurisdiction in cases where a court must "look beyond the pleadings, and arrange the parties according to the sides in the dispute." Here, the Additional Defendants were brought into the case as necessary parties and the term "Additional Defendants" was initially used to ensure they did not face any burden of proof or production with regard to the pending motions. However, subsequent events demonstrate that the Additional Defendants are actually adverse to the original oil company lessees who were named as defendants. The Additional Defendants clearly demonstrated antagonism by filing cross-claims against the lessees alleging unpaid royalties. Furthermore, by filing these cross-claims, the Additional Defendants also assumed the burden of proof, aligning their interests and responsibilities with the original plaintiffs seeking the same remedy. Accordingly, the Additional Defendants are realigned in this case as "Realigned Plaintiffs" in order to more accurately reflect their position in this case. The bankruptcy case is in re: GOODRICH PETROLEUM CORPORATION, et al, Chapter 11, Debtor(s), Case No. 16-31975 (Bankr. S.D. Tex.). A full-text copy of Judge Isgur's Memorandum Opinion dated Oct. 3, 2017, is available at https://is.gd/txJLca from Leagle.com. Goodrich Petroleum Corporation, Debtor, represented by Frank C. Brame, Attorney at Law, Bradley Roland Foxman, Vinson Elkins & Garrick Chase Smith -- gsmith@velaw.com -- Vinson & Elkins LLP. US Trustee, U.S. Trustee, represented by Nancy Lynne Holley -- nancy.holley@usdoj.gov -- US Trustee & Christine A. March, Office of the US Trustee. Official Committee of Unsecured Creditors of Goodrich Petroleum Corporation, Creditor Committee, represented by Sarah A. Schultz -- sschultz@akingump.com -- Akin Gump et al. About Goodrich Petroleum Goodrich Petroleum Corporation is an independent oil and natural gas company engaged in the exploration, development and production of oil and natural gas on properties primarily in (i) Southwest Mississippi and Southeast Louisiana, which includes the Tuscaloosa Marine Shale Trend, (ii) Northwest Louisiana and East Texas, which includes the Haynesville Shale, and (iii) South Texas, which includes the Eagle Ford Shale Trend. Goodrich Petroleum and its subsidiary Goodrich Petroleum Company, L.L.C., filed voluntary petitions on April 15, 2016 (Bankr. S.D. Tex.) to pursue a pre-packaged Chapter 11 plan of reorganization. The Debtors have filed a motion with the Court seeking joint administration of the Chapter 11 Cases under the caption In re Goodrich Petroleum Corporation, et al. (Case No. 16-31975). Goodrich estimated $50 million to $100 million in assets and $500 million to $1 billion in liabilities. The petition was signed by Robert C. Turnham, Jr., president and chief operating officer. Bankruptcy Judge Marvin Isgur presides over the case. Bradley Roland Foxman, Esq., Garrick Chase Smith, Esq., Harry A. Perrin, Esq., David S. Meyer, Esq., and Lauren R. Kanzer, Esq., at Vinson & Elkins LLP, serve as the Debtors' counsel. Lazard Freres & Co. LLC, serves as the Debtors' investment banker while BMC Group, Inc., serves as notice, claims and balloting agent. The Office of the U.S. Trustee on April 27 appointed six creditors of Goodrich Petroleum Corporation to serve on an Official Committee of Unsecured Creditors. The Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel and Opportune LLP as its financial advisor. GRANDPARENTS.COM INC: Liquidating Trustee Taps Akerman as Counsel ----------------------------------------------------------------- Joshua Rizack, the Liquidating Trustee of Grandparents.com, Inc., and its debtor-affiliates seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Akerman LLP, as counsel to the Liquidating Trustee. The Liquidating Trustee requires Akerman to: (a) advise the Liquidating Trustee regarding general administration of the Liquidating Trust; (b) assist the Liquidating Trustee in his investigation and pursuit of causes of action under Chapter 5 of the Bankruptcy Code and other applicable law; (c) assist the Liquidating Trustee in investigating, prosecuting, and compromising the Litigation Claims; (d) evaluate filed proofs of claim in the Bankruptcy Cases, object to such claims as appropriate, and prosecute and resolve such objections; and (e) assist the Liquidating Trustee as necessary and appropriate in otherwise discharging his duties under the Liquidating Trust. Akerman will be paid at these hourly rates: Attorneys $295-$800 Paraprofessionals $100-$225 Akerman will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven R. Wirth, a partner of Akerman LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Akerman can be reached at: Steven R. Wirth, Esq. AKERMAN LLP 401 E. Jackson St., Suite 1700 Tampa, FL 33602 Tel: (813) 223-7333 Fax: (813) 223-2837 E-mail: steven.wirth@akerman.com About Grandparents.com, Inc. New York-based Grandparents.com, Inc., is a family-oriented social media company that through its Web site -- http://www.grandparents.com/-- serves the age 50+ demographic market. The website offers activities, discussion groups, expert advice and newsletters that enrich the lives of grandparents by providing tools to foster connections among grandparents, parents, and grandchildren. Grandparents.com, Inc., and Grand Cards LLC filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 17-14711 and 17-14704, respectively) on April 14, 2017. The petitions were signed by Joshua Rizack, chief restructuring officer, The Rising Group Consulting, Inc. The Hon. Laurel M. Isicoff presides over the cases. The Debtors disclosed combined assets of $1 million and combined liabilities of $24.9 million. The Debtors tapped Steven R. Wirth, Esq., and Eyal Berger, Esq., at Akerman LLP, as bankruptcy counsel. They have also tapped Genovese Joblove & Battista, P.A., as special litigation counsel and conflicts counsel, and EisnerAmper LLP as accountants and financial advisor. Joshua Rizack, the Liquidating Trustee of Grandparents.com, Inc., and its debtor-affiliates, hired Akerman LLP, as counsel. GREAT FALLS DIOCESE: Hires Moulton Bellingham as Special Counsel ---------------------------------------------------------------- Roman Catholic Bishop of Great Falls, Montana, seeks authority from the U.S. Bankruptcy Court for the District of Montana to employ Moulton Bellingham PC, as special counsel to the Debtor. Great Falls Diocese requires Moulton Bellingham to provide legal representation needed by the Debtor-in-Possession in pursuing the petition with the 13th Judicial District Court for Yellowstone County in Billings, Montana, to seek termination of the deed restriction in a 1917 deed relating to Fratt School, now St. Francis Upper School, of the Billings Catholic School. Termination of the deed restriction will result in sole ownership of the property by the BCS and enable the property to be sold with the proceeds to be applied to a new school being constructed by Billings Catholic School. Moulton Bellingham will provide the legal services on a pro-bono basis. Reasonable out-of-pocket expenses incurred by the firm will be paid by Billing Catholic Schools Foundation. Jessica T. Fehr, member of Moulton Bellingham 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. Moulton Bellingham can be reached at: Jessica T. Fehr, Esq. MOULTON BELLINGHAM PC 27 N. 27th Street, Suite 1900 Billings, MT 59101 Tel: (406) 248-7731 About Roman Catholic Bishop of Great Falls, Montana The Roman Catholic Bishop of Falls, Montana, a Montana Religious Corporate Sole, also known as the Diocese of Great Falls-Billings -- http://www.dioceseofgfb.org/-- filed a Chapter 11 bankruptcy petition (Bankr. D. Mont. Case No. 17-60271) on March 31, 2017. The petition was signed by Bishop Michael W. Warfel. In its petition, the Debtor disclosed $20.75 million in total assets and $14.78 million in total liabilities. The Hon. Benjamin P. Hursh presides over the case. Bruce Alan Anderson, Esq., at Elsaesser Jarzabek Anderson Elliott & MacDonald, CHTD.; and Gregory J. Hatley, Esq., at Davis Hatley Haffeman & Tighe PC, serves as counsel to the Debtor, Moulton Bellingham PC, as special counsel. NAI Business Properties and Matt Robertson have been employed as realtor. Pachulski Stang Ziehl & Jones LLP is the counsel to the official committee of unsecured creditors formed in the Debtor's case. GREEN TERRACE: Wants Davenport to Continue as Property Manager -------------------------------------------------------------- Green Terrace Condominium Association, Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to continue to employ Davenport Property Management as property manager on a permanent basis in the bankruptcy proceeding. Prior to the Petition Date, the Debtor's state court receiver, Kolman Kenigsberg, removed the Debtor's previous board of directors and appointed new members to the board. By Order dated August 16, 2017, the Debtor, through the Receiver's Board, retained Eric Rosen, Esq. and Fowler White Burnett, P.A., as its counsel. By written notice dated August 22, a majority of the voting interests in the Debtor recalled the Receiver's Board. Pursuant to Florida Statutes 718.112(2)(j), the Receiver's Board has been deemed recalled, and a new board consisting of Raymond Benel, Sandra Matus, Tiara Bumgardner and Yolanda Samuels has been appointed. On September 19, the Debtor, through the Current Board, served notice of termination of Fowler White's engagement. On August 25, the Debtor filed its Application to Employ Davenport Property Management for 90 Days from the Filing Date, Nunc Pro Tunc to July 21, Without Prejudice to Seek to Retain Davenport on a Permanent Basis. Davenport has been the Debtor's property manager since February 2014, and has considerable knowledge concerning the Debtor's operations and business affairs. By Order dated September 21, Davenport's retention was approved only through September 15. On September 15, the Debtor, through the Receiver's Board, filed an Application to Employ Sea Breeze Community Management Services, Inc. Effective as of September 15. The stated basis for replacing Davenport is not for any performance issues, but for an unclear potential conflict of interest due to the replacement of the Receiver's Board with the Current Board. The Debtor, through the Current Board, says it would be filing a notice of withdrawal of the Sea Breeze Application shortly. Davenport can be reached at: Philip Farnhill DAVENPORT PROPERTY MANAGEMENT GROUP 6620 Lake Worth Road Lake Worth, FL 33467 Tel: (561) 642-5080 Fax: (561) 642-5481 About Green Terrace Condominium Green Terrace Condominium Association, Inc., based in West Palm Beach, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-19188) on July 21, 2017. In its petition, the Debtor estimated less than $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Kolman Kenigsberg as receiver for the Debtor. Judge Paul G. Hyman, Jr. presides over the case. Eric A Rosen, Esq., at Fowler White Burnett, P.A., serves as bankruptcy counsel. The Debtor's list of 16 unsecured creditors is available for free at http://bankrupt.com/misc/flsb17-19188.pdf GROUP 701: Del Lago Buying Dallas Commercial Building for $1.8M --------------------------------------------------------------- Group 701, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of its commercial building located at 7300 Ambassador Row, Dallas, Texas to Del Lago Ventures, Inc., for $1,780,000. Objections, if any, must be filed within 21 days from the date of filing of the Motion. The Debtor is the owner of the Property. It has received an offer from the Buyer to purchase the Property for $1,780,000. The earnest money deposit is $20,000. The Debtors proposes to sell the Property free and clear of all liens claims and encumbrances and that the net sales proceeds be placed into the DIP account with all liens attaching to the proceeds and not to be distributed without further Order of the Court. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Group_701_4_Sales.pdf The Debtor would show that Veritex Bank holds a lien against the Property. It believes the Veritex debt is approximately $1,200,000. The Debtor had previously filed a Chapter 11 bankruptcy and obtained confirmation of its Plan. The Plan provided the Debtor would sell the Property by Sept. 3, 2017. Unfortunately, that sell fell through. However, the Debtor has obtained the Contract and has every reason to believe the sale will close. The Debtor would asks that the matter be set down for an Hearing and that upon hearing, the Court enters an Order authorizing its sale of the Property, and for such other and further relief as it may show itself justly entitled. The Purchaser: DEL LAGO VENTURES, INC. 200 Galleria Parkway S.E., Suite 900 Atlanta, GA 30339 Attn: Corporate Counsel - Real Estate (PW) Facsimile: (770) 955-0985 The Broker: RE/MAX ADVANTAGE 1990 Justin Road Highland Village, TX 75067 Attn: Lee Holtzman Telephone: (214) 232-3278 About Group 701 Group 701, LLC's business consists of the ownership of one piece of property located at 7300 Ambassador Row, Dallas, valued by the Company at $1.78 million. Group 701 posted gross revenue of $67,500 in 2016 and gross revenue of $90,000 in 2015. The Company previously sought bankruptcy protection (Bankr. N.D. Tex. Case No. 17-30858) on March 6, 2017. Group 701, LLC, again sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 17-33726) on Oct. 2, 2017, disclosed total assets at $1.78 million and total liabilities at $1.10 million. The petition was signed by Mahmoud Shahsiah, managing member. Judge Harlin DeWayne Hale is assigned to the case. The Debtor tapped Eric A. Liepins, Esq., at Eric A. Liepins, P.C. as counsel. GST AUTOLEATHER: Oct. 13 Meeting Set to Form Creditors' Panel ------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on Oct. 13, 2017, at 10:00 a.m. in the bankruptcy case of GST AutoLeather, Inc. et al. The meeting will be held at: Sheraton Suites 422 Delaware Avenue 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 GST AutoLeather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs approximately 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc. and five of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Company has obtained a commitment for a $40 million debtor-in-possession facility from its existing senior lenders. This facility will allow GST to continue operations without interruption during the reorganization process, including payment of vendors and suppliers for all goods and services provided following commencement of the cases, while its management team and advisors focus on a sale of the Company. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; KIRKLAND & ELLIS LLP as general bankruptcy counsel; Lazard Middle Market, LLC, as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. GST AUTOLEATHER: Wants to Obtain $25M in Financing From Royal Bank ------------------------------------------------------------------ GST AutoLeather, Inc., and its debtor affiliates seek permission from the U.S. Bankruptcy Court for the District of Delaware to obtain postpetition secured financing and to use cash collateral. The Debtors request that the Court approve a senior secured superpriority priming debtor in possession credit facility in the amount of $25 million on an interim basis and $40 million in the aggregate on a final basis provided by Royal Bank of Canada, as administrative agent and collateral agent, and the lenders thereunder. The DIP Facility will provide the Debtors with sufficient liquidity to stabilize and fund the Debtors' general and corporate operations during these chapter 11 cases. Absent entry into the DIP Facility, the Debtors will have no alternative but to immediately cease operating and convert these cases to cases under chapter 7 of the Bankruptcy Code. The liquidity provided by the DIP Facility will ensure the Debtors can continue to operate uninterrupted in the ordinary course of business and will provide the Debtors with sufficient time to bridge to a sale of substantially all the Debtors' assets. The maturity date of the loan is six months after the Closing Date; provided that if the day is not a Business Day, the Maturity Date will be the Business Day immediately preceding the day. Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any notice will be received by the Administrative Agent three Business Days prior to the date of termination or reduction and (ii) any partial reduction shall be in an aggregate amount of $1 million or any whole multiple of $100,000 in excess thereof. Notwithstanding the foregoing, borrower may rescind or postpone any notice of termination of the Commitments if the termination would have resulted from a refinancing of all of the Facility, which refinancing will not be consummated or otherwise will be delayed. The Delayed Draw Term Commitment of each Delayed Draw Term Lender will be automatically and permanently reduced to $0 upon the making of the Delayed Draw Term Lender's Delayed Draw Term Loans pursuant to Section 2.01(b) of the DIP Agreement. The Roll-Up Term Commitment of each Lender will be automatically and permanently reduced to $0 upon the deemed making of the Lender's Roll-Up Term Loans pursuant to Section 2.01(a) of the DIP Agreement. LIBOR Eurocurrency (with a floor of 1.25%) plus 7.50% per annum will be payable monthly in cash. The default interest rate is an additional 2%. Base Rate (with a floor of 2.25%) plus 6.50% per annum, will be payable monthly in cash. The default interest rate is an additional 2%. The Default Rate is equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate will be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to the Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws. Subject to the provisions of Section 2.08(b) of the DIP Agreement, each Eurocurrency Rate Loan will bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for the Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan will bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. Commencing (i) upon an Event of Default under Section 8.01(a), (f) or (g) or (ii) upon the occurrence and during the continuation of any Event of Default not described in the foregoing clause (i), the borrower will pay interest on (x) the principal amount of the Loans and (y) to the extent then due and payable all other outstanding Obligations, in each case under clauses (x) and (y) at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including on past due interest to the fullest extent permitted by applicable Laws) shall be due and payable upon demand. Interest on each Loan will be due and payable in arrears on each Interest Payment Date applicable thereto and at other times as may be specified herein. Interest will be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. The borrower will pay to the Agents the fees as will have been separately agreed upon in writing (including in the Fee Letter and the Agent Fee Letter) in the amounts and at the times so specified. The fees will be fully earned when paid and will not be refundable for any reason whatsoever (except as expressly agreed between Borrower and the applicable Agent). For any week, commencing with the third week following the Petition Date: (a) the borrower will not permit Adjusted Operating Cash Flow on a cumulative basis to be less than the corresponding amounts set forth in the Budget for the period(s), subject to a variance of not greater than the greater of (x) 15% of the amount set forth in the budget for the period(s) and (y) $5 million; (b) the borrower will not permit Total Adjusted Cash Receipts less intercompany receipts on a cumulative basis to be less than the corresponding amounts set forth in the budget for the period(s), subject to a variance of not greater than (i) for week 3, 15%, (ii) for week 4, 12.5%, (iii) for weeks 5 and 6, 10% and (iv) for week 7, 7.5% and (v) for each week thereafter, 5%, in each case as compared to the amount set forth in the budget for the period(s); (c) the borrower will not permit Total Adjusted Cash Disbursements less intercompany disbursements on a cumulative basis to be greater than the corresponding amounts set forth in the budget for the period(s), subject to a variance of not greater than (i) for weeks 3 and 4, 10%, (ii) for weeks 5, 6 and 7, 7.5% and (iii) for each week thereafter, 5%, in each case as compared to the amount set forth in the budget for the period(s); and (d) the borrower will not permit Intercompany Disbursements from North America to the Republic of South Africa, Germany and Hungary (on a collective basis) on a cumulative basis to be greater than the corresponding amounts set forth in the budget for the period(s), subject to a variance of not greater than 15% as compared to the amount set forth in the budget for the period(s). For any month, commencing with the month ending Oct. 31, 2017, the borrower will not permit the fees and expenses of the case professionals incurred during any month to be greater than the corresponding amounts set forth in the Budget for such period(s), subject to a variance of not greater than 10% as compared to the amount set forth in the budget for the period(s). A copy of the Debtors' Motion is available at: http://bankrupt.com/misc/deb17-12100-6.pdf About GST AutoLeather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs approximately 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Company has obtained a commitment for a $40 million debtor-in-possession facility from its existing senior lenders. This facility will allow GST to continue operations without interruption during the reorganization process, including payment of vendors and suppliers for all goods and services provided following commencement of the cases, while its management team and advisors focus on a sale of the Company. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Kirkland & Ellis LLP as general bankruptcy counsel; Lazard Middle Market, LLC, as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. GUIDO DIMITRI: 2450, LLC Buying Winchester Property for $304K ------------------------------------------------------------- Guido and Pauli Dimitri ask the U.S. Bankruptcy Court for the Southern District of California to authorize the sale of real property described as 36323 Cosimo Lane, Winchester, California, with APN 963-1030-42, to 2450, LLC, for $304,000. A hearing on the Motion is set for Nov. 8, 2017 at 10:00 a.m. The Subject Property is a single family home with 4 beds, 2.25 baths, and approximately 2,016 square feet of living space. The Debtors have listed the Subject Property through Red Brick Realty for approximately 30 days and Red Brick has located the Buyer though its significant and valuable efforts. The Debtors ask by the Motion to sell the Subject Property and related relief, including the approval of Red Brick's employment. There is currently an all-cash offer from the Buyer on the Subject Property for $304,000 under the fully executed California Residential Purchase Agreement and Joint Escrow Instructions. The offer on hand is a significant cash offer, without a financing contingency. Thus, as a result of the efforts of the Debtors' broker, the estate has received this post-petition offer to purchase the Subject Property from the Purchaser, free of all liens and claims. The Debtors are informed and believe that the Purchaser is a bona fide purchaser with the financial ability and the good faith intent to purchase the Subject Property. The Purchaser has the financial ability to pay for the Subject Property without financing and there is no financing contingency in the purchase agreement between the Debtors and the Purchaser. The Debtors believe that the essential terms of the purchase transaction are fair and equitable. The Motion is made in good faith and to benefit creditors who will benefit from the proceeds being brought into the Debtors' estate. The essential terms of the Purchase and Sale Contract are: a. Purchase Price: $304,000 b. The offer is being made with an initial deposit made to escrow in the amount of $3,040 which has already been deposited to Stewart Title at 29995 Technology Drive, Murrieta, California; c. There is no loan contingency and this is an all cash offer; and d. The Seller's counter offer no. 1 provides that close of escrow is to occur 45 days from acceptable subject to the Court's Approval. The Buyer is also to waive the termite report and that the Seller is not responsible for providing a report or any repairs. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Guido_DiMitri_417_Sales.pdf Based on the Debtors' understanding and knowledge, they have identified the known liens on the Subject Property. The preliminary title report for the Subject Property has been obtained and they have reviewed the title report. They believe that there are no recorded security interests. The net proceeds of the sale are to go to Mark Kirk based on the previously approved Settlement Agreement between Kirk and the Debtors. The Settlement Agreement called for the Debtors to provide Kirk with a secured claim on the Subject Property and the Debtors have, in fact, provided Kirk with a long form deed of trust securing Kirk's claim. However, based on the title report, it does not appear that this deed of trust has been recorded. In the event that the deed of trust is recorded, the sale is to be free and clear of this lien. As provided, the net proceeds of the sale of the Subject Property are to be paid to Kirk. The Debtors ask that they'd be authorized to pay half of escrow fees and all escrow costs, which the Debtors anticipate will not be more than $6,000. The Debtors' will also pay the commission of 6% to ROG in the amount of $18,240. The actual amounts are to be determined prior to the time of sale based on the estimated closing statement prepared by the escrow holder. The Debtors anticipate that there will be approximately $279,760 remaining after the valid and uncontested closing costs are paid and commissions are distributed. Should there be unanticipated tax consequences; the net proceeds of the sale will be more than sufficient to provide a reserve for taxes to pay tax obligations, if any. The Debtors do not anticipate there being a taxable gain on the Subject Property. As provided, they will be paying the net proceeds of the sale to Mark Kirk on Nov. 28, 2017 in accordance with the Settlement Agreement. The Debtors believe the 6% commission to be earned by Red Brick, and being shared with the Purchaser's broker, is more than reasonable and is well within the going rate for brokerage services relating the sale of residential properties in San Diego. The benefit to the Debtors is clear in this case as they will be realizing a substantial gain from the sale of the Subject Property. They therefore respectfully ask that the Court approves the compensation of Red Brick for their services at the reasonable rate of a 6% commission on the sale of the Subject Property, i.e. $18,240. The Purchaser: 2450, LLC 36323 Cosimo Ln Winchester, CA 92596 The Escrow Agent: STEWART TITLE OF CALIFORNIA 29995 Technology Drive, Suite 305 Murrieta, CA 92563 Attn: Brian Stroh Guido and Pauli Dimitri filed for Chapter 11 bankruptcy protection (Bankr. S.D. Cal. Case No. 14-02953) on April 16, 2014. The Dimitris are an elderly couple living in Fallbrook, California. They operated a number of avocado groves and maintained active investments in the stock market. They also purchased real properties intended for both rental income and long-term investment or appreciation. The Hon. Margaret M. Mann presides over the case. The Dimitris are represented by: John L. Smaha, Esq. Gustavo E. Bravo, Esq. SMAHA LAW GROUP APC 2398 San Diego Avenue San Diego, CA 92110 Tel: 619-688-1557 Fax: 619-688-1558 E-mail: jsmaha@smaha.com GULFMARK OFFSHORE: Expects to Emerge from Chapter 11 in 30 Days --------------------------------------------------------------- GulfMark Offshore, Inc. (OTCPink: GLFM) said the U.S. Bankruptcy Court for the District of Delaware confirmed the Company's chapter 11 Plan of Reorganization. GulfMark expects to emerge from chapter 11 within the next 30 days, pending completion of related documentation. On Oct. 4, 2017, the Bankruptcy Court entered an order confirming the Plan. A copy of the Findings of Fact and Order Confirming the Plan of Reorganization is available at https://is.gd/3jIwoP The material terms of the Plan are: -- The Company commenced the $125 million Rights Offering, pursuant to which -- subject to limitations regarding the Jones Act -- eligible holders of the 6.375% senior notes due 2022 of the Company have the right to purchase, on the effective date of the Plan, their pro rata share of 60% of GulfMark's common stock, or as applicable, the Jones Act Warrants, subject to dilution by the Reorganized GulfMark Equity issued or issuable under the proposed management incentive plan, and upon exercise of the New Existing Equity Warrants. The Rights Offering is backstopped by certain of the Noteholders for a 6.0% commitment premium paid in the form of 3.6% of the Reorganized GulfMark Equity, subject to dilution by the Reorganized GulfMark Equity issued or issuable under the MIP and upon exercise of the New Existing Equity Warrants. -- Each holder of the Senior Notes will receive -- subject to limitations regarding the Jones Act -- its pro rata share of the Reorganized GulfMark Equity representing in the aggregate 35.65% of Reorganized GulfMark Equity, subject to dilution by the Reorganized GulfMark Equity issued or issuable under the MIP and the exercise of the New Existing Equity Warrants. -- The Jones Act, which applies to companies that engage in coastwise trade, requires that, among other things, with respect to a publicly traded company, the aggregate ownership of common stock by non-U.S. citizens be not more than 25% of its outstanding common stock. Accordingly, the recipients of common stock pursuant to the Plan or the Rights Offering who are non-U.S. holders may receive warrants to acquire common stock at an exercise price in a minimal amount in lieu of common stock (the "Jones Act Warrants"). -- All outstanding common stock of GulfMark will be cancelled and each holder of outstanding common stock of GulfMark will receive its pro rata share of (a) common stock representing in the aggregate 0.75% of the Reorganized GulfMark Equity, subject to dilution by the Reorganized GulfMark Equity issued or issuable under the MIP and the exercise of the New Existing Equity Warrants, and (b) warrants for 7.5% of the equity in reorganized GulfMark subject to dilution by the Reorganized GulfMark Equity issued or issuable under the MIP, with a 7-year term and with an exercise price based on an equity value of $1 billion (the "New Existing Equity Warrants"). -- The guaranty claims of the lender under the Norwegian Facility Agreement among GulfMark, GulfMark Rederi AS and DNB Bank ASA will receive, on the Effective Date, payment in cash in an amount equal to the allowed amount of such guaranty claims. -- The guaranty claims of the lenders under the Multicurrency Facility Agreement among Royal Bank of Scotland plc, as the agent for the syndicate lenders, GulfMark and GulfMark Americas, Inc. will receive, on the Effective Date, payment in cash in an amount equal to the allowed amount of such guaranty claims. -- Holders of allowed claims arising under the Company's DIP facility, administrative expense claims, priority tax claims, other priority claims, and other secured claims against the Company will receive in exchange for their claims payment in full in cash or otherwise have their rights unimpaired under Title 11 of the U.S. Bankruptcy Code. The Company will continue to pay any general unsecured claims in the ordinary course of business. On the Effective Date, there will be 10,000,000 shares of common stock of the Company issued and outstanding, including shares issuable under the Jones Act Warrants. "I want to thank our customers and employees for their trust and dedication throughout this process. We will continue our commitment to world class operations and safety while we emerge as a stronger company positioned to capitalize on industry opportunities," said Quintin Kneen, President and Chief Executive Officer. Counsel to Consenting Noteholders: Evan R. Fleck, Esq. Nelly Almeida, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP 28 Liberty Street New York, New York 10005-1413 E-mail: efleck@milbank.com nalmeida@milbank.com Facsimile: (212) 822-5567 About Gulfmark Offshore GulfMark Offshore, Inc., a Delaware corporation, was incorporated in 1996. The Company provides offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. The Company's vessels transport materials, supplies and personnel to offshore facilities, and also move and position drilling and production facilities. The majority of the Company's operations are conducted in the North Sea, offshore Southeast Asia and offshore the Americas. The Company currently operates a fleet of 73 owned or managed offshore supply vessels, or OSVs, in the following regions: 30 vessels in the North Sea, 13 vessels offshore Southeast Asia, and 30 vessels offshore the Americas. GulfMark Offshore filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-11125) on May 17, 2017. Quintin V. Kneen, president and chief executive officer, signed the petition. Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood, Esq., and Christopher M. De Lillo, Esq., of Richards, Layton & Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish, Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP, serve as counsel to the Debtor. The Debtor has also tapped Blank Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC as financial advisor; Evercore Group L.L.C. as investment banker; Ernst & Young LLP as restructuring consultant; KPMG US LLP as auditor and tax consultant; and Prime Clerk LLC as claims and noticing agent. HAGHIGHI FAMILY: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Haghighi Family and Sports Medicine, P.A. as of Oct. 4, according to a court docket. About Haghighi Family and Sports Medicine, P.A. Haghighi Family and Sports Medicine, P.A.'s business operations involve owning and operating a medical practice with two locations in northeast Florida. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-03033) on Aug. 18, 2017. Dr. Michael Haghighi, president, signed the petition. At the time of the filing, the Debtor disclosed $249,621 in assets and $1 million in liabilities. Judge. Paul M. Glenn presides over the case. Jason A. Burgess, Esq., serves as counsel to the Debtor. The Debtor hired Gunn Chamberlain, P.L. as its accountant. HAMPSHIRE GROUP: Liquidation Plan Declared Effective ---------------------------------------------------- BankruptcyData.com reported that Hampshire Group filed with the U.S. Bankruptcy Court a notice of withdrawal of the Company's fifth motion for an exclusivity extension. The Company's First Amended Joint Chapter 11 Plan of Liquidation subsequently became effective, and the Company emerged from Chapter 11 protection. BankruptcyData.com relayed that the Court confirmed the Plan on September 28, 2017. BankruptcyData notes, "The Plan contemplates to provide for the establishment on the Effective Date of the Liquidation Trust for the primary purpose of administering and liquidating the Trust Assets. On the Effective Date, all Assets of the Debtors' Estates, including, but not limited to, Causes of Action, any recoveries related to the issuance of the Bond and the related letter of credit draw, certain accounts receivable, and cash, will vest in the Liquidation Trust." BankruptcyData's Plan Summary continues, "All Interests in the Debtors will be cancelled, and the Holders of Class 3 Interests will not be entitled to, and will not receive or retain, any property on account of such Interests under the Plan." The Court Order states, "On or prior to the Effective Date, the Debtors, the Committee, and the Liquidation Trustee executed the Liquidation Trust Agreement. Richard S. Lauter has been appointed the Liquidation Trustee. In accordance with the Confirmation Order and the Plan, November 6, 2017 is established as the deadline to assert an Administrative Expense Claim (i) arising during the period from May 1, 2017 through the Effective Date." About Hampshire Group New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a provider of fashion apparel across a broad range of product categories, channels of distribution and price points. As a holding company, the Company operates through its wholly-owned subsidiaries, Hampshire Brands, Inc. and Hampshire International, LLC. Hampshire Group, Limited and two affiliates -- Hampshire Brands and Hampshire International -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-12634 to 16-12636) on Nov. 23, 2016, to facilitate the orderly wind-down of their business operations. The petitions were signed by Paul Buxbaum, president and CEO. Hampshire Group disclosed $25.9 million in assets and $41.8 million in liabilities. Brands estimated under $50 million in both assets and debt. International estimated under $50,000 in assets and under $50 million in liabilities. Blank Rome LLP is the Debtors' counsel. William Drozdowski of GRL Capital Advisors LLC is the Debtors' chief financial officer. The U.S. Trustee for Region 3 has formed an official unsecured creditors committee in the case. Pachulski Stang Ziehl & Jones LLP serves as legal counsel and Gavin/Solmonese LLC as financial advisor to the Committee. * * * The Bankruptcy Court authorized Hampshire Group, Limited, to sell the James Campbell assets to The Fashion Exchange, LLC, pursuant to an asset purchase agreement dated Jan. 13, 2017. Klestadt Winters Jureller Southard & Stevens, LLP, served as legal advisor to the buyer. HANSELL/MITZEL: Sale of Mount Vernon Property for $145K Approved ---------------------------------------------------------------- Judge Timothy W. Dore of the U.S. Bankruptcy Court for the Western District of Washington authorized Daniel R. Mitzel and Patricia R. Burklund to sell real property of the estate located at 24340 Nookachamp Hills Drive, Mount Vernon, Washington, to Cheryl Torbet and Brian Torbet for $145,000. The sale is free and clear of all liens, claims, and encumbrances, with all such liens, claims and encumbrances attaching to the proceeds. The Debtors are authorized to pay pro-rated real property taxes, and all reasonable and customary costs of sale, including excise taxes. The Debtors are authorized to distribute the net Sale proceeds to Peoples Bank on its secured debt against the Property. The stay of the order under Bankruptcy Rule 6004(h) is waived. About Hansell/Mitzel Based in Mt. Vernon, Washington, Hansell/Mitzel LLC, which conducts business under the names Hansell Mitzel Homes and Resort Maintenance Services, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 16-16311) on Dec. 21, 2016. In its petition, the Debtor estimated $10 million to $50 million in assets and liabilities. The petition was signed by Daniel R. Mitzel, as managing member. The case is administratively consolidated with the Chapter 11 case (Bankr. W.D. Wash. Case No. 17-10565) of Daniel Mitzel and Patricia Burklund. Judge Timothy W. Dore presides over the Chapter 11 cases. Bush Kornfeld LLP serves as the Debtors' bankruptcy counsel. HHGREGG INC: Exclusive Plan Filing Deadline Moved to Nov. 6 ----------------------------------------------------------- The Hon. Jeffrey J. Graham of the U.S. Bankruptcy Court for the Southern District of Indiana has extended, at the behest of hhgregg, Inc., and its affiliates, the Debtors' exclusive periods for filing a plan through and including Nov. 6, 2017. As reported by the Troubled Company Reporter on Sept. 4, 2017, the Debtors ask the Court to extend the Debtors' exclusive periods for filing a plan through and including Nov. 6, 2017, and soliciting acceptances for that plan through and including Jan. 5, 2018. The Debtors were a multiregional retailer that provided an extensive selection of premium appliances, consumer electronics, home products and computers and tablets in their 220 brick-and-mortar stores in 19 states and nationwide via hhgregg.com. The Debtors undertook multiple strategies to liquidate their assets including a store closing sale process, the sale of their intellectual property assets, and are in the process of selling their rights in certain class actions. Additionally, the Debtors have a number of competing constituencies with which to negotiate issues in their cases and to formulate a plan of liquidation. About hhgregg Inc. Indianapolis, Indiana-based hhgregg, Inc., is an appliance, electronics and furniture retailer. Founded in 1955, hhgregg is a multi-regional retailer currently with 220 stores in 19 states that also offers market-leading global and local brands at value prices nationwide via http://www.hhgregg.com/ hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The petitions were signed by Kevin J. Kovacs, chief financial officer. At the time of the filing, hhgregg and HHG Distributing estimated assets and liabilities of less than $50,000. Gregg Appliances estimated assets and liabilities at $100 million to $500 million. The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP as counsel; Berkeley Research Group, LLC as financial advisor; Stifel and Miller Buckfire & Co. as investment banker; Hilco IP Services as intellectual property advisor; Altus Group US, Inc., as tax advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. The U.S. Trustee has appointed creditors to serve on the official committee of unsecured creditors in the case of Gregg Appliances, Inc., Case No. 17-01303-RLM-11. No official committee has been appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG Distributing, LLC, No. 17-01304-RLM-11. The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as counsel, and ASK LLP as avoidance claims counsel. The Committee retained Province Inc. as financial advisor. Counsel to the Agent for the Debtors' prepetition secured lenders and the lenders providing DIP financing are Sean M. Monahan, Esq., at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker Daniels, LLP. Counsel to the FILO Agent is Stuart Brown, Esq., at DLA Piper LLP. * * * When hhgregg filed for Chapter 11 bankruptcy, it had signed a term sheet with an anonymous party to purchase the Company assets. The Company said at that time it expected a quick and smooth process through Chapter 11 with emergence in approximately 60 days. Ten days later, hhgregg said it has terminated the nonbinding term sheet with the anonymous party because the Company was unable to reach a definitive agreement on terms, and said it continues to work with interested third parties to purchase assets of the business. hhgregg added it had received strong interest from third parties interested in buying some or all of the Company's assets. Subsequently, hhgregg executed a consulting agreement with a contractual joint venture comprised of Tiger Capital Group, LLC, and Great American Group, LLC, to conduct a sale of the merchandise and furniture, fixtures and equipment located at the Company's retail stores and distribution centers. In an April order, the Bankruptcy Court approved, at the Company's request, a plan for the Company to close 132 retail stores and the Company's distribution centers. According to a disclosure with the Securities and Exchange Commission in March, debtors Gregg Appliances, Inc., and HHG Distributing, LLC, entered into a Consulting Agreement with a contractual joint venture between Tiger Capital Group and Great American Group to conduct the sale of the merchandise and furniture, fixtures and equipment located at the Company's 132 retail stores and the distribution centers. As of June 8, 2017, the Debtors have completed store closing sales in all its stories. The Company has said it does not anticipate any value will remain from the bankruptcy estate for the holders of the Company's common stock, although this will be determined in the continuing bankruptcy proceedings. HILTZ WASTE: Trustee's Sale of All Assets to Hometown for $3M OK'd ------------------------------------------------------------------ Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, authorized the private sale by Mark G. DeGiacomo, the duly-appointed Chapter 11 Trustee for Hiltz Waste Disposal, Inc., of substantially all of the Debtor's assets to Hometown Waste, LLC for $2,925,000. A hearing on the Motion was held on Sept. 28, 2017. The sale is free and clear of all Interests, with all such Interests to attach to the net proceeds of the Sale in the order of their priority, subject to any claims or defenses of the Trustee or any other party in interest. No employee or former employee of the Debtor will be deemed to be an employee of the Purchaser absent an agreement between the Purchaser and the employee or former employee establishing new terms of employment. The Purchaser will not be liable for any broker's fee, finder's fee, or similar fee relating in any manner to the Sale. The Trustee is authorized, but not directed, to pay valid secured claims against the Purchased Assets from the proceeds of the sale without further Court order. The Court, pursuant to Fed. R. Bankr.P. 6004(h), declines to order the sale of Purchased Assets pursuant to the Sale Motion stayed. About Hiltz Waste Disposal Hiltz Waste Disposal, Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-13459) on Sept. 7, 2016. Deborah S. Hiltz, its president, signed the petition. The Debtor estimated assets and liabilities at $1 million to $10 million. The case is assigned to Judge Joan N. Feeny. Aaron S. Todrin, Esq., at Sassoon & Cymrot, LLP, serves as counsel to the Debtor. Silverman, Avila & Gershaw, CPAs, is the Debtor's accountants. The Official Committee of Unsecured Creditors formed in the case retained Morrissey Wilson & Zafiropoulos, LLP, as counsel to the Committee, effective as of Oct. 19, 2016. Mark G. DeGiacomo has been appointed as Chapter 11 Trustee for the Debtor. The Trustee hired Murtha Cullina LLP as counsel. Verdolino & Lowey, P.C., serves as accountant to the Trustee. HOUSTON AMERICAN: Unveils Recent Developments in Reeves County -------------------------------------------------------------- Houston American Energy Corp. has prepared updated slides reflecting recent developments in Reeves County and updated Company information to be posted on the Company's web site and for use in connection with investor presentations. Houston American's game plan is to generate healthy returns and peer group leading growth while maintaining low leverage: - Achieve first production during October 2017 from its first two horizontal wells on Reeves County acreage - Drill two additional horizontal Wolfcamp wells on Reeves County acreage during the last two months of 2017 - Add Permian proven reserve categories to report for year end 2017 - Anticipate preliminary plans to drill 6-8 new wells on Reeves County Acreage during 2018 - Aggressively pursue and execute on opportunistic leasing and/or acquisitions in the Delaware or Midland Basins - Evaluate potential to scale up in the Permian Basin through increased participation in projects - Generate opportunities to attract additional equity capital by utilizing recent success with its unconventional Delaware Basin development project and removal of NYSE listing deficiencies The presentation slides are available for free at: https://is.gd/4Ec4Hu About Houston American Energy Based in Houston, Texas, Houston American Energy Corp. (NYSEMKT:HUSA) -- http://www.HoustonAmericanEnergy.com/-- is an independent energy company with interests in oil and natural gas wells, minerals and prospects. The Company's business strategy includes a property mix of producing and non-producing assets with a focus on Texas, Louisiana and Colombia. Houston American reported a net loss of $2.64 million on $165,910 of oil and gas revenue for the year ended Dec. 31, 2016, compared to a net loss of $3.83 million on $429,435 of oil and gas revenue for the year ended Dec. 31, 2015. At June 30, 2017, Houston American had $4.86 million in total assets, $616,366 in total liabilities and $4.24 million in total shareholders' equity. GBH CPAs, PC, in Houston, Texas -- http://www.gbhcpas.com/-- issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. I-LIGHTING LLC: Exclusive Plan Filing Deadline Moved to Dec. 12 --------------------------------------------------------------- The Hon. David E. Rice of the U.S. Bankruptcy Court for the District of Maryland to extend the exclusive periods during which only i-Lighting, LLC, may file a plan of reorganization and solicit acceptances of the Plan, to Dec. 12, 2017, and Feb. 12, 2018, respectively. As reported by the Troubled Company Reporter on Sept. 19, 2017, the Debtor asks for the extension, saying that it is still in the process of negotiating the consent of the purported lienholders on the assets at issue in the AHPharma settlement, so that the Debtor can then seek approval of the compromise of the AHPharma claims and the transfer of the assets. The Debtor intends to move forward with its reorganization with the resolution of the AHPharma litigation -- which is likely being a structured repayment of debts. The Debtor also believes that a 90-day extension of the Exclusive Periods will give it a better handle on its future revenue growth and, thereby, a better idea as to the expected debt repayment structure and timeline. About i-Lighting LLC Based in North East, Maryland, i-Lighting LLC -- http://www.ilightingled.com/-- conducts business under the name Stairlighting. It was founded in 2011 and manufacturers and distributes LED lighting solutions for use under kitchen cabinets, and on outdoor decks, stairs, hardscapes, patios and landscapes. Its patented Easy Plug Installation System, which lowers the expense and eases the installation of LED lighting systems, has made LED lighting accessible to more contractors and consumers. The company was recently honored with a "Bright Lights Award for Innovation and Entrepreneurship" by the Maryland Comptroller. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-16807) on May 16, 2017. Scott D. Holland, its managing member and chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed $294,316 in assets and $2.34 million in liabilities. Judge David E. Rice presides over the case. The Debtor hired Tydings & Rosenberg LLP as Chapter 11 counsel. IRONCLAD PERFORMANCE: Committee Objects to DIP Financing Motion --------------------------------------------------------------- BankruptcyData.com reported that Ironclad Performance Wear's official committee of unsecured creditors filed with the U.S. Bankruptcy Court an objection to the Debtors' post-petition financing motion. The committee asserts, "The Debtors apparently believe that the DIP Loan is necessary and the terms provided by Radians are preferable to a contested cash collateral request. While the Committee supports the Debtor's request, the Committee is concerned that some of the terms of the proposed DIP Loan favor Radians -- The DIP Lender and stalking horde bidder -- and pose a significant risk of diminishing or even eliminating unsecured creditor recoveries. Much of the Committee's trepidation stems from the extraordinary powers Radians seeks from this Court; namely the authority to terminate the automatic stay to pursue far-reaching remedies following an Event of Default under the DIP Loan Agreement." About Ironclad Performance Wear Corp. Ironclad Performance Wear Corporation designs and manufactures branded performance work wear for a variety of construction, do-it-yourself, industrial, sporting goods and general services markets. Since inception, the company has leveraged its proprietary technologies to design task-specific technical gloves and performance apparel designed to improve the wearer's ability to perform specific job functions. Ironclad's gloves are available through industrial suppliers, hardware stores, home centers, lumber yards, and sporting goods retailers nationwide; and through authorized distributors in North America, Europe, Australia, Middle East, Asia and South America. Ironclad Performance Wear Corporation, a California corporation and Ironclad Performance Wear Corporation, a Nevada corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case Nos. 17-12408 and 17-12409) on Sept. 8, 2017. Geoffrey L. Greulich, chief executive officer, signed the petitions. The cases are jointly administered and are assigned to Judge Martin R. Barash. Ironclad California estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. In its schedules, Ironclad Nevada disclosed $16.6 million in assets and $8.05 million in debt. On Sept. 22, 2017, the U.S. Trustee appointed three creditors to serve in the official committee of unsecured creditors in the Debtors' cases. IRONCLAD PERFORMANCE: Hires Craig-Hallum as Financial Advisor ------------------------------------------------------------- Ironclad Performance Wear Corporation seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Craig-Hallum Capital Group LLC, as financial advisor to the Debtor. Ironclad Performance requires Craig-Hallum to: a. identify acquirers, which in the opinion of Craig-Hallum and the Debtors, are most likely to acquire the Debtors; b. assist the Debtors in formulating a strategy for soliciting interest from acquirers, whether approached by Craig-Hallum or whether the Debtors are approached proactively, which may have an interest in acquiring the Debtors (the "Potential Acquirers"), and the development of procedures and timetable for marketing the Debtors to the Potential Acquirers; c. if requested, assist in the preparation of management's confidential memorandum describing the Debtors; d. introduce the Debtors to Potential Acquirers, and coordinate due diligence investigations of the Debtors by Potential Acquirers; e. along with the Debtors, evaluate proposals from interested parties regarding a "Sale or Restructuring" (as that term is defined in the Engagement Letter), formulate negotiation strategies, and assist in negotiations and closing of a Sale or Restructuring; and f. if the Debtors pursue a stand-alone restructuring, Craig- Hallum will advise and assist the Debtors in developing and seeking approval of a restructuring plan (a "Plan"), which may be a plan under chapter 11 of the Bankruptcy Code; in structuring any new securities to be issued under the Plan; in providing valuation analyses with respect to the Debtors, their assets or businesses; in seeking and evaluating the terms of any exit financing; and will participate in hearings before the bankruptcy court with respect to the matters upon which C-H has provided advice, including, as relevant, providing testimony in connection therewith in coordination with the Debtors' counsel. Craig-Hallum will be compensated with a "Sale or Restructuring Fee" in the amount of $275,000 plus 2.5% of the "Aggregate Transaction Value" in excess of $20 million up to $22.5 million, plus 4.5% of the Aggregate Transaction Value in excess of $22.5 million. Steve Rickman, managing director of Craig-Hallum Capital 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. Craig-Hallum can be reached at: Steve Rickman CRAIG-HALLUM CAPITAL GROUP LLC 222 South Ninth Street, Suite 350 Minneapolis, MN 55402 Tel: (612) 334-6300 Fax: (612) 334-6399 About Ironclad Performance Wear Ironclad Performance Wear Corporation designs and manufactures branded performance work wear for a variety of construction, do-it-yourself, industrial, sporting goods and general services markets. Since inception, the company has leveraged its proprietary technologies to design task-specific technical gloves and performance apparel designed to improve the wearer's ability to perform specific job functions. Ironclad's gloves are available through industrial suppliers, hardware stores, home centers, lumber yards, and sporting goods retailers nationwide; and through authorized distributors in North America, Europe, Australia, Middle East, Asia and South America. Ironclad Performance Wear Corporation, a California corporation, and Ironclad Performance Wear Corporation, a Nevada corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case Nos. 17-12408 and 17-12409) on Sept. 8, 2017. Geoffrey L. Greulich, chief executive officer, signed the petitions. The cases are jointly administered and assigned to Judge Martin R. Barash. Ironclad California estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. In its schedules, Ironclad Nevada disclosed $16.6 million in assets and $8.05 million in debt. The Debtor taps Craig-Hallum Capital Group LLC, as financial advisor. On Sept. 22, 2017, the U.S. Trustee appointed three creditors to serve in the official committee of unsecured creditors in the Debtors' cases. JOHN BATISTA: Dermotta Buying Sewickley Property for $260K ---------------------------------------------------------- John J. Basista asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of his 50% interest in 216 acres (+/-) located at Brunazzi Road, Sewickley Township, Westmoreland County, Pennsylvania, Tax No. 58-06-00-0-008, to Daryl L. Dermotta for $260,000, subject to overbid. A hearing on the Motion is set for Nov. 7, 2017 at 10:00 a.m. The objection deadline is Oct. 21, 2017. The Debtor has claimed a $13,050 exemption in the Property. It has entered into an agreement of sale with the Buyer to sell the Property for $260,000 less a credit for $4,197 for the Debtor's real estate taxes for 2014, 2015, and 2016 which were paid by the Buyer. The Property will be sold free and clear of all liens, claims and encumbrances. The Buyer is the Debtor's cousin and has acted in good faith with respect to the within sale in accordance with In re Abbots Dairies of Pennsylvania, Inc., 788 F2d 143 (3rd Cir. 1986). The Property has been marketed by William Smith and Shale Consultants, LLC , a Court approved real estate agent, since Feb. 9, 2017. Based upon agent's efforts, the Debtor believes that the proposed sale price represents the Property's fair market value. It desires to close the sale to the Purchaser or to sell the Property to another bidder who submits a higher and better offer free and clear of all liens and encumbrances. A copy of the Agreement of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/John_Basista_74_Sales.pdf The Property is encumbered by these liens and subject to an exemption claim as set forth in the order listed: (i) R. E. taxes/muni. liens; (ii) John Basista exemption - $13,050; (iii) Livingston Fin. judgment lien, Lien No. 15JU02075 - $15,393; (iv) PA Revenue statutory tax lien, Lien No. 1706-14 - $3,500; (v) Royalty Lender, LTC mortgage, Lien No. 201504090010714 - $120,000; (vi) PA Revenue statutory tax lien, Lien No. 4614-15 - $12,500; (vii) Elina M. Dang judgment lien, Lien No. 15JU02075 - $58,190; and (viii) Liem Dang/Khanh Doan judgment lien, Lien No. 15JU02075 - $232,755. Livingston Financial, LLC will be paid $2,342 which the balance owed on its $15,392 claim (see proof of claim 11-1) less the Debtor's $13,050 exemption in the Property. Royalty Lender, Ltd. obtained a judgment on its mortgage on March 9, 2016 in the amount of $107,298. Royalty has added legal fees and costs in the amount of $15,611 which is excessive for an uncontested mortgage foreclosure action. Since the entry of judgment Royalty has received royalty payments totaling not less than $14,236. The Debtor intends to file an objection to this claim. The Debtor will ask the Court to authorize Royalty to be paid not more than $120,000 less all royalty payments it received after Sept. 30, 2017, at closing with any excess claim asserted by Royalty to be held in escrow by the Debtor's counsel pending a resolution of the Objection. The proceeds of sale will be distributed at closing in the following order of priority: a. current real estate taxes for 2017 for the Debtor's interest will be pro-rated at closing (the Buyer will be responsible for his share of 2017 real estate taxes for the entire tract); b. 50% of real estate taxes years pre-dating 2017 will be paid by the Debtor; c. the Debtor's share of real estate transfer taxes; d. Realtor commission in the amount of $20,800 will be paid to Shale Consultants, LLC whose retention has been approved by the Court; e. Costs of local newspaper and legal journal advertising to be paid to Gary W. Short; f. the Court approved attorney's fees of the Debtor's counsel, Gary W. Short, plus copy and postage expenses (an itemization of service and expenses was filed with the Court); h. $13,050 which represents the Debtor's exemption in the Property will be distributed at closing to the Debtor, John J. Basista; g. Livingston Financial, LLC will be paid $2,342; h. The balance owed on a Pennsylvania Department of Revenue tax lien recorded in Westmoreland County, Pennsylvania on April 3, 2014 at no. 1706-14 as per a pay off statement to be provided by Revenue; i. Royalty Lender, LTC will be paid $120,000 less all royalty payments it receives after Sept. 30 , 2017 and to the extent Royalty asserts are larger claim, such excess will be held in escrow by the Debtor's counsel pending further order of Court; j. The balance owed on a Revenue tax lien recorded in Westmoreland County, Pennsylvania on Sept. 22, 2015 at no. 4614-15 as per a pay off statement to be provided by Revenue; k. The remaining of the sale proceeds, if any, will be prorated between the balance owed on the judgment of Elina M. Dang judgment lien entered on June 30, 2016 at 15 JU 02075 and the balance owed on the judgment of Liem Dang and Khanh Doan judgment lien entered on June 30, 2016 at 15 JU 02075. The Purchaser: Daryl L. Dermotta 416 Rodebaugh Road Irwin, PA 15642 John J. Basista filed a petition under Chapter 13 of the Bankruptcy Code on Nov. 14, 2016. His case was converted to a Chapter 11 (Bankr. W.D. Pa. Case No. 16-24231) on Aug. 21, 2017. Gary W. Short, Esq., in Pittsburgh, Pennsylvania, serves as counsel to the Debtor. JOHNNY CHIMPO II: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Johnny Chimpo II, LLC. Headquartered in Tampa, Florida, Johnny Chimpo II, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-07764) on Aug. 31, 2017, estimating its assets at between $50,001 and $100,000 and its liabilities at between $100,001 and $500,000. Jake C. Blanchard, Esq., at Blanchard Law, PA, serves as the Debtor's bankruptcy counsel. KEYCORP: Fitch Affirms 'BB' Preferred Stock Rating -------------------------------------------------- Fitch Ratings has affirmed the Long- and Short-Term Issuer Default Ratings (IDRs) of KeyCorp (Key), and Key Bank, N.A. to 'A-'/'F1'. The Rating Outlook has been revised to Stable from Negative. The affirmation reflects the strong earnings profile, stable and diverse business model, and consistency of performance through time. The rating action follows a periodic review of the large regional banking group, which includes Keycorp (KEY), BB&T Corporation (BBT), Capital One Finance Corporation (COF), Citizens Financial Group, Inc. (CFG), Comerica Incorporated (CMA), Fifth Third Bancorp (FITB), Huntington Bancshares Inc. (HBAN), M&T Bank Corporation (MTB), MUFG Americas Holding Corporation (MUAH), PNC Financial Services Group (PNC), Regions Financial Corporation (RF), SunTrust Banks Inc. (STI), US Bancorp (USB), and Wells Fargo & Company (WFC). Company-specific rating rationales for the other banks are published separately, and for further discussion of the large regional bank sector in general, refer to the special report titled "Large Regional Bank Periodic Review," to be published shortly. KEY RATING DRIVERS IDRS, NATIONAL RATINGS AND SENIOR DEBT Fitch's affirmation of KEY's IDRs is supported by the company's sound financial profile, solid asset quality performance, diversified revenue mix, and reduced risk profile. While KEY's earnings measures have been lower than most large regional banks, KEY's financial metrics for the first-half of 2017 were more in line peer averages and what Fitch believes would be KEY's long run performance. Additionally, identified revenue synergies should further improve KEY's profit measures to remain in-line with its peer group. The revision of the Outlook to Stable from Negative reflects Fitch's view that KEY has demonstrated successful progress in its First Niagara Financial Group (FNFG) integration, including the targeted branch closures, the exit of FNFG's sizeable third party vendor relationships, and integrating FNFG into KEY's platforms. KEY had identified 40% of the targeted costs saves would come from technology and the elimination of third party vendors. KEY remains on track to execute on its financial targets announced at the acquisition and should benefit from revenue synergies. To date, KEY has already achieved its initial cost save target of $400 million and, more recently, expects an additional $50 million to be achieved by early 2018. The $450 million cost save figure represents 46% of FNFG's expense base prior to acquisition. Further, management estimates $300 million of revenue synergies to come through over the next two to three years from areas including residential mortgage, commercial payments, private banking and commercial bank and capital market offerings. Positively, the company continues to deliver improving financial performance. Fitch views 2Q17 results as emblematic of KEY's longer-run performance and supportive of the current ratings. KEY has been successful in driving positive operating leverage. The company reported cash efficiency ratio of 59.4% from 69% the same period a year ago, which is in line with its long-term target of below 60%. ROTE stood at 12.9%, in-line with long-term targeted range of 13% to 15%. Fitch also considers the company's diversified revenue base as a rating strength evidenced by non-interest income contributing roughly 44% of total revenues, consistently above the peer group average. The company has benefited from its solid commercial platform that reflects its middle-market focused capital markets business. Incorporated in the affirmation is that profitability will trend positively and pull consistently to peer-averages over time. Given the company's reduced risk profile over the years, credit performance continues to be better than peers with average net charge-offs (NCOs) of 0.29% over the last five quarters. Further, for 2Q17, Fitch calculated non-performing assets (NPAs) stood at 1.01% compared to 2.04% on average for the peer group. KEY estimates its through-the-cycle loan losses should fall between 40 basis points (bps) and 60bps. Given current NCOs levels at 29bps for 2Q17, Fitch expects some credit deterioration for KEY, as well as the industry, as credit losses are likely at unsustainably low levels. Although concerns exist with the quality of FNFG's acquired loans, given FNFG's aggressive growth, particularly in new business lines, KEY's estimated credit mark of 3% on the loan portfolio combined with its capital position should cushion any potential credit deterioration. Given the FNFG acquisition and continued capital deployment actions, KEY's capital measures are in-line with the peer average. Although Fitch had expected capital to decline, the company has historically operated with above peer average capital levels. Fitch believes the company's improving earnings profile, enhanced risk profile and solid asset quality performance helps offset the company's reduced capital position. SUPPORT RATING AND SUPPORT RATING FLOOR KEY has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, KEY is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES KEY's subordinated debt is notched one level below its VR for loss severity. KEY's preferred stock is notched five levels below its VR, two times for loss severity and three times for non-performance, while KEY's trust preferred securities are notched two times from the VR for loss severity and two times for non-performance. These ratings are in accordance with Fitch's criteria and assessment of the instruments non-performance and loss severity risk profiles and have been affirmed due to the affirmation of the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS KeyBank, N.A.'s uninsured deposit ratings are rated one notch higher than KEY's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY KEY's IDR and VR are equalized with those of its operating companies and bank, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. RATING SENSITIVITIES IDRS, NATIONAL RATINGS AND SENIOR DEBT Fitch believes that KEY's current ratings are at the high-end of its rating potential given that financial performance is similar to rated large regional peers. Negative rating action could ensue should the company take a more aggressive approach to capital management such has a high total pay-out ratio versus peers, resulting in a rapid capital decline that is not offset with improved earnings generation and retention. Additionally, unexpected changes to current business strategy or key executive management, and/or a declining trend in operating performance would also be viewed negatively. Should KEY consider future acquisition activity of material size and/or appear to be out of line with current strategies, ratings would be reviewed. SUPPORT RATING AND SUPPORT RATING FLOOR Since KEY's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings for KEY and its operating companies' subordinated debt and preferred stock are sensitive to any change to KEY's VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The long-and short-term deposit ratings are sensitive to any change to KEY's Long- and Short-term IDR. HOLDING COMPANY Should KEY's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is the potential that Fitch could notch the holding company IDR and VR from the ratings of the operating companies. Fitch has affirms the following ratings and has revised Ratings Outlooks as indicated: KeyCorp -- Long-Term IDR at 'A-'; Outlook to Stable from Negative; -- Short-Term IDR at 'F1'; -- Viability at 'a-'; -- Senior debt at 'A-'; -- Subordinated debt at 'BBB+'; -- Preferred stock at 'BB'; -- Short-term debt at 'F1'; -- Support at '5'; -- Support Floor at 'NF'. KeyBank NA -- Long-Term IDR at 'A-'; Outlook to Stable from Negative; -- Short-Term IDR at 'F1'; -- Viability at 'a-'; -- Long-term deposits at 'A'; -- Senior debt at 'A-'; -- Subordinated debt at 'BBB+'; -- Short-term deposits at 'F1'; -- Support at '5'; -- Support Floor at 'NF'. KeyCorp Capital I - III -- Preferred stock at 'BB+'. KY LUBE: Hires Seiller Waterman as Counsel ------------------------------------------ KY Lube LLC seeks approval from the US Bankruptcy Court for the Western District of Kentucky, Louisville Division, to employ Seiller Waterman LLC as counsel. Services required of Seiller Waterman are: a. give legal advice with respect to the Debtor's powers and duties as debtor in possession in the continued operations of the estate's business and management of its assets; b. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor are involved, if any, and objecting to claims filed against the Debtor's estate; c. prepare on behalf of the Debtor all necessary motions, answers, orders, reports and other legal papers in connection with the administration of the Debtor's estate; and d. perform any and all other legal services for the Debtor in connection with this chapter 11 case and the formulation and implementation of the Debtor's chapter 11 plan. William P. Harboson, Esq. assures the Court that Seiller Waterman is a "disinterested person" as defined by section 101(14) of the Bankruptcy Code. Seiller Waterman's hourly rates are: David M. Cantor $345 Neil C. Bordy $340 Paul J. Krazeise $300 Keith J. Larson $275 William P. Harbison $275 Paralegals $125 Law Clerk $125 SW maintains office at: William P. Harboson, Esq. SEILLER WATERMAN LLC Meidinger Tower – 22nd Floor 462 S. Fourth Street Louisville, KY 40202 Tel: (502) 584-7400 Fax: (502) 583-2100 E-mail: harbison@derbycitylaw.com About KY Lube LLC The Kentucky Jiffy Lubes is locally owned and operated Jiffy Lubes that service the Louisville and Lexington communities. Its core offering is the Jiffy Lube Signature Service Oil Change. Based in Lexington, Kentucky, KY Lube LLC filed a chapter 11 petition (Bankr. W.D. Ky. Case No. 17-32876) on September 7, 2017. The Debtor is represented by William P. Harboson, Esq. at Seiller Waterman LLC. The Debtor estimates less than $1 million in assets and liabilities. LARKIN EXCAVATING: Sale of All Assets to Flat Land for $2M Approved ------------------------------------------------------------------- Judge Dale L. Somers of the U.S. Bankruptcy Court for the District of Kansas authorized Larkin Excavating, Inc.'s sale of substantially all assets to Flat Land Excavating, LLC, for $2,030,000. Subject to the terms of the Asset Purchase Agreement and as defined in the APA, the Assets will include inventory, equipment, goodwill, customer lists, patents, intellectual property, copyrights, trademarks and two parcels of real property. The Debtor also owns certain real property located at 000000 Eisenhower Road, Leavenworth, Kansas, and accounts receivable, is a party to contracts, and leases certain equipment from Commercial Credit Group, Inc. and from Commercial Capital Co., all of which are specifically excluded from the Assets to be sold to the Purchaser as may be other Excluded Assets set forth in the APA. The sale is free and clear of all liens, encumbrances, claims and interests, which liens, encumbrances, claims and interests will attach to the proceeds to the same extent, validity and priority as existed in the assets prior to the Sale. The sale proceeds will be deposited at closing in the trust account of Evans & Mullinix, P.A., the Debtor's attorneys, and will be distributed pursuant to the attached Sale Proceeds Allocation, which constitutes the agreement and directives of Spectrum Home Health Agency, Central Bank of the Midwest, University National Bank, CNH Industrial Capital America and the IRS. CNH will be paid from the sale proceeds for its Case IH 570NXT Tractor/Loader S/N JJGN570NCDC593l40 the sum as set forth in its proof of claim in the amount of $29,366. CNH has a purchase money security interest in the Tractor/Loader and will be paid by Debtor within 10 business days after closing. The sale proceeds will be delivered to the attention of: Kimberly Hoover, Legal Department, 5729 Washington Ave., Racine, WI 53406. All amounts to be paid by the Debtor pursuant to the APA, will be payable without further order of the Court (or will be a credit to the Purchase Price) if and when such obligations arise, as an administrative expense of the Debtor's Chapter 11 case. If the Purchaser desires to assume any leases other than leases on the schedule of Excluded Assets, the Purchaser will advise the Debtor and the Debtor will file a Motion to assume and assign those leases to the Purchaser, however, if the Purchaser does not accept the cure cost associated with respect to a designated lease, the Debtor will not be required to assume that lease. The Debtor and the Purchaser will each pay their own fees and expenses to professionals, advisors and agents as set forth in the APA. Notwithstanding the provisions of Bankruptcy Rules 6004(h) and 6006(d), the Order will be effective and enforceable immediately upon entry. About Larkin Excavating Larkin Excavating, Inc. -- http://larkinexcavating.com/-- provides construction services and operates throughout the United States. It owns a shop and office building located at 13575 Gilman Road, Lansing, Kansas, valued at $453,500; a vacant land in Eisenhower Road, Leavenworth, with a value of $300,000; and a track of real property, identified by Larkin as the rock quarry and landfill, in Leavenworth County, valued at $400,000. Larkin Excavating sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 17-20890) on May 17, 2017. John Larkin, president, signed the petition. At the time of the filing, the Debtor disclosed $3.46 million in assets and $6.38 million in liabilities. Judge Dale L. Somers presides over the case. The Debtor is represented by Joanne B. Stutz, Esq., at Evans & Mullinix, P.A. LEVERETTE TILE: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Leverette Tile, Inc. About Leverette Tile Leverette Tile, Inc., based in Hudson, Florida, is a kitchen and bath remodeling contractor and a granite countertop and cabinet fabricator. Leverette Tile filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-07840) on Sept. 5, 2017. The petition was signed by Brian Leverette, president. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Alberto F. Gomez, Jr., Esq., at Johnson Pope Bokor Ruppel & Burns, LLP, serves as bankruptcy counsel to the Debtor. LIBERTY ASSET: Sale of Arcadia Property to South Lake for $10M OK'd ------------------------------------------------------------------- Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California authorized Liberty Asset Management Corp.'s sale of real properties and improvements located at (i) 1020 S. Baldwin Avenue, Arcadia, California, APN 5778-006-010 and (ii) 652 Fairview Avenue, Arcadia, California, APN 5778-006-005 to South Lake 12, LLC for $10,000,000, including the assumption and assignment of the lease relating to the Property between Arcadia Pacific Investments, LLC and AMF Bowling Centers, Inc. dated March 31, 1999 ("Existing Lease") to which the Debtor is the successor in interest. A hearing on the Motion was held on Oct. 3, 2017. The sale is free and clear of all Interests, with all such Interests, including the liens of Shanghai Commercial Bank, Ltd., Blue Sky Communications, Huesing Holdings, LLC, and Los Angeles County to attach to the net proceeds. The Debtor's assumption and assignment to Buyer of the Existing Lease is approved, with such assumption and assignment to be effective as of the date of the Closing. Upon the entry of the Order, and prior to closing, the escrow company is ordered and instructed to transfer to the Debtor the deposit made by Buyer, in the amount of $300,000. Upon closing, the Debtor is authorized, but not directed, to pay over, or instruct escrow to pay over, the proceeds realized by the Debtor from the sale of the Property and assignment of the Existing Lease as follows: a. Customary and ordinary closing costs, including escrow and title costs; b. Broker commissions to the respective real estate brokers; c. Unpaid and outstanding real property taxes due and owing to Los Angeles County Assessor and Tax Collector; and d. Shanghai Commercial Bank on account of the Shanghai Commercial Bank first priority allowed secured claim in full and complete satisfaction of Shanghai Commercial Bank's claims secured by the Property. The balance of the sale proceeds will be maintained by the Debtor pending further order of the Court. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Order will be effective and enforceable immediately upon entry and will not be subject to any stay as provided therein and its provisions will be self-executing. About Liberty Asset Management Before ceasing operations, West Covina, California-based Liberty Asset Management Corporation was a real estate management company. Its mission was to seek out real estate opportunities throughout Northern and Southern California, invest in such opportunities, and manage them. Liberty Asset Management Corporation filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-13575) on March 21, 2016. The Debtor estimated assets at $100 million to $500 million and debt at $50 million to $100 million. The petition was signed by Benjamin Kirk, CEO. The Debtor tapped Leven Neale Bender Yoo & Brill LLP, as counsel. The Debtor also engaged SierraConstellation Partners LLC, as restructuring management advisor, and Lawrence R. Perkins, as chief restructuring officer. The Office of the U.S. Trustee on April 27, 2016, appointed three creditors to serve on an official committee of unsecured creditors. The Committee tapped Jeremy V. Richards, Esq., John D. Fiero, Esq., Gail S. Greenwood, Esq., and Victoria A. Newmark, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. Development Specialists Inc. serves as the Committee's financial advisor. LITTLE SAIGON: Sale of All Assets to Lucky Taro for $600K Approved ------------------------------------------------------------------ Judge Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California authorized Little Saigon Supermarket, LLC's sale of substantially all of its assets and property, which includes a liquor license and all of its rights and interests in that 15-year lease with HMZ Retail, LP, concerning the commercial real property located at 10932 Westminster Ave., Garden Grove, California, to Lucky Taro, Inc. for $600,000. A hearing on the Motion was held on Sept. 25, 2017 at 10:00 a.m. The Assets are being sold on an "as is, where is," basis and the Debtor makes no warranties or representations about whether the Department of Alcoholic Beverage Control will approve the transfer of the liquor license to the Buyer. The sale is free and clear of all liens, claims, interests, and encumbrances. The cure amount owed to HMZ through Sept. 25, 2017 is $146,901, with a daily rent accruing of $1,256 ("Cure Payment"). The Cure Payment will be paid by the Debtor upon Closing. Should Lucky Taro fail to close, and the failure to close is a default under the Asset Purchase Agreement, West Mountain Investment, Inc. ("WMI"), a corporation wholly-owned by Ms. Jasmine Nguyen, will serve as the Back-Up Bid and purchase the Assets for a cash purchase price of $650,000, pursuant to the terms of the Asset Purchase Agreement that WMI submitted to counsel for the Debtor on Sept. 20, 2017 in connection with its Qualified Bid (with such changes as were agreed-upon between WMI and the Debtor during the Sale Hearing, including the increase of the purchase price to $650,000). At the Closing, the Buyer will pay or deliver the balance of the Purchase Price for deposit into the attorney-client trust account of Weintraub & Selth, APC ("Trust Account"). The Purchase Price and the Deposit will remain in the Trust Account, and no distributions of the Purchase Price or the Deposit (other than the Cure Payment to be made by the Debtor to HMZ as set forth, and quarterly fees due to the United States Trustee) will be made absent further order of the Court following notice and a hearing. The Debtor's counsel will promptly refund the Deposit of WMI, which was provided by WMI in connection with the Back-Up Bid, upon entry of the Order, pursuant to the Bid Procedures. Should the Closing not occur with respect to Lucky Taro, and should WMI close the Sale with respect to the Back-Up Bid, WMI will be deemed to be the Buyer as set forth. Pursuant to sections 105(a) and 365 of the Bankruptcy Code, and subject to and conditioned upon the Closing of the Sale, the Debtor's assumption and assignment to the Buyer of the Lease is approved. The Order will be effective and enforceable immediately upon entry of the Order and the stay imposed by Bankruptcy Rules 6004 (h) and 6006 (d) is waived. About Little Saigon Supermarket Little Saigon Supermarket, LLC, was formed in August 2015 to develop and operate a Vietnamese supermarket. Little Saigon on Nov. 11, 2015, it entered into 15-year lease with HMZ Retail, LP, concerning the commercial real property located at 10932 Westminster Ave., Garden Grove, California. Thereafter, it spent approximately, one year and $1,800,000 in cash designing, developing and building out the space for a Vietnamese supermarket. On Dec. 3, 2016, Little Saigon opened the "Farmer's Garden Supermarket. The Westminster address is a central location for the Vietnamese community in Orange County. Sun Valley Management, LLC ("SVM") is Little Saigon's Manager and its sole Class A member. Huy Dinh Le and Vo Thi Hong Truc are its Class B members by virtue of their investment under the U.S. Citizenship and Immigration Services EB-5 Immigrant Investor Program. The Market opened in December 2016 and initially operated at a profit, generating gross sales in its first month of $724,180. However, gross sales began to drop and along with it, the Market's profitability. Having difficulty meeting payroll and falling behind to vendors, on June 7, 2017, at a Managers meeting of SVM, the Managers voted to, among other things, (i) close the Market and start liquidation; (ii) designate Peter Nguyen as the Debtor's authorizes Representative; and (iii) file for bankruptcy. On June 26, 2017, the Market closed its doors. Little Saigon Supermarket sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-20227) on Aug. 20, 2017. Elaine V. Nguyen, Esq., at Weintraub Selth and Nguyen, APC, serves as general bankruptcy counsel to the Debtor. LUVU BRANDS: Posts $203,000 Net Income in Fiscal 2017 ----------------------------------------------------- Luvu Brands, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting net income of $203,000 on $16.93 million of net sales for the year ended June 30, 2017, compared to a net loss of $312,000 on $16.82 million of net sales for the year ended June 30, 2016. As of June 30, 2017, Luvu Brands had $3.87 million in total assets, $6.06 million in total liabilities and a total stockholders' deficit of $2.19 million. Liggett & Webb, P.A. Certified Public Accountants, in Boynton Beach, Florida, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended June 30, 2017, noting that the Company has a working capital deficit of approximately $1.8 million, and an accumulated deficit of approximately $9 million. These factors raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2017, the Company's cash and cash equivalents totaled $742,193 compared to $544,772 in cash and cash equivalents as of June 30, 2016. Net cash provided by operating activities primarily consists of the net income (loss) adjusted for certain non-cash items, including depreciation, stock-based compensation, loss on disposal of fixed assets, and the effect of changes in operating assets and liabilities. Net cash provided by operating activities increased from the prior year due to the net income from operations and a reduction in accounts receivable offset, in part, by an increase in inventory and a reduction in accounts payable. Cash used in investing activities in the years ended June 30, 2017, and 2016 was primarily for the purchase of production equipment, leasehold improvements and computer equipment. Cash used in financing activities in the year ended June 30, 2017, was primarily due to the repayment of short-term debt and repayment of the advances secured by its credit card receipts, offset in part by borrowing from the new credit card advance and other credit facilities. Cash provided by financing activities in the year ended June 30, 2016, was primarily due to increased borrowings from secured and unsecured notes payable and issuance of common stock, offset in part by repayment of existing credit obligations. "We expect total capital expenditures for fiscal 2018 to be less than $250,000 and to be funded by equipment loans and, to a lesser extent, anticipated operating cash flows and borrowings under the line of credit with Advance Financial Corporation. This includes capital expenditures in support of our normal operations. "If our business plans and cost estimates are inaccurate and our operations require additional cash or if we deviate from our current plans, we could be required to seek additional debt financing for particular projects or for ongoing operational needs. This indebtedness could harm our business if we are unable to obtain additional financing on reasonable terms. In addition, any indebtedness we incur in the future could subject us to restrictive covenants limiting our flexibility in planning for, or reacting to changes in, our business. If we do not comply with such covenants, our lenders could accelerate repayment of our debt or restrict our access to further borrowings, which in turn could restrict our operating flexibility and endanger our ability to continue operations." A full-text copy of the Form 10-K is available for free at: https://is.gd/IubBdH About Luvu Brands Formerly known as Liberator, Inc., Luvu Brands, Inc. (OTCMKTS:LUVU) is an Atlanta, Georgia-based manufacturer that has built several brands in the wellness, lifestyle and casual furniture and seating categories. The Company's brands are headquartered in Atlanta in a 140,000 square foot manufacturing facility. The Company also manages, markets, and distributes its products directly to consumers through several websites that include: liberator.com, theliberator.co.uk, jaxxliving.com, and avanacomfort.com. LW RETAIL: Case Summary & 5 Unsecured Creditors ----------------------------------------------- Debtor: LW Retail Associates LLC 123 Remsen Street Brooklyn, NY 11201 Type of Business: LW Retail Associates LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple interest four condominium units in New York valued by the Company at $12.20 million in the aggregate. Chapter 11 Petition Date: October 5, 2017 Case No.: 17-45189 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Dawn Kirby, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue, 11th Floor White Plains, NY 10601 Tel: 914-681-0200 E-mail: dkirby@ddw-law.com Total Assets: $12.64 million Total Debts: $6.25 million The petition was signed by Louis Greco, manager. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb17_45189.pdf List of Debtor's Five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Itkowitz PLLC Legal Fees $19,313 26 Broadway, 26th Flr. New York, NY 10004 Warren Furman $5,000 156 William Street, Ste 800 New York, NY 10038 Top Out Consultants $1,600 312 Broadway, Ste 404 New York, NY 10007 Epi Design Network $1,500 434 E. 52nd Street #9 New York, NY 10022 WYS Design LLC $1,500 63 Greene Street #505 New York, NY 10012 M&T BANK: Fitch Affirms BB+ Preferred Stock Rating -------------------------------------------------- Fitch Ratings has affirmed M&T Bank Corporation's (MTB) Long-Term Issuer Default Ratings (IDRs) and Viability Rating (VR) at 'A' and 'a', respectively. The Rating Outlook is Stable. The rating action follows a periodic review of the large regional banking group, which includes M&T Bank Corporation (MTB), BB&T Corporation (BBT), Capital One Finance Corporation (COF), Citizens Financial Group, Inc. (CFG), Comerica Incorporated (CMA), Fifth Third Bancorp (FITB), Huntington Bancshares Inc. (HBAN), Keycorp (KEY), MUFG Americas Holding Corporation (MUAH), PNC Financial Services Group (PNC), Regions Financial Corporation (RF), SunTrust Banks Inc. (STI), US Bancorp (USB), and Wells Fargo & Company (WFC). Company-specific rating rationales for the other banks are published separately, and for further discussion of the large regional bank sector in general, refer to the special report titled 'Large Regional Bank Periodic Review,' to be published shortly. KEY RATING DRIVERS IDRS, NATIONAL RATINGS AND SENIOR DEBT MTB's rating affirmation is supported by the company's core strengths and financial profile, such as consistently delivering solid performance through various economic downturns as well as its improved capital position. Additionally, Fitch views the company's strong franchise, veteran management team, and revenue diversification favorably. MTB's core earnings profile is considered to be one of the strongest of its peer group. MTB is one of the most consistent performers from an earnings perspective and its financial measures have seen less volatility than most of its large regional peers. As an example, MTB's ROA has one of the lowest 10-year standard deviations among its peers. More recently, MTB's results have benefited from recent rate increases with NIM rising 31bps on the back of net interest income growth of 9% for 2Q17 compared to 2Q16. Going forward, Fitch expects modest expansion of the NIM with some pressure expected in the 2H17 from loan spreads and refinancing of long-term debt. MTB's Written Agreement with the Federal Reserve was lifted in July 2017. Fitch recognizes that MTB could begin to pursue its long-established M&A strategy although not expected in the near-term given the recent Hudson City acquisition. In Fitch's view, given improvements to BSA/AML compliance areas, MTB would be well positioned to execute on future bank acquisitions. Further, MTB has proven its ability to successfully execute M&A transactions and integrate them effectively. Despite all of its acquisitions, MTB has typically put its management team into place, which has helped maintain its consistent strategy and direction over many decades. Strategically, the franchise seeks to add to its density in the corridor from NY to northern VA. Fitch believes the Hudson City acquisition should provide a solid platform for future commercial growth and deepens MTB's franchise in the Northeast, particularly in Northern New Jersey, where the company historically had a limited presence. The company has also indicated that the deal is still in-line to achieve many of its projected targets. The focus will be to transition HCBK from a residential mortgage lender to a commercial lender over the next few years. Credit performance is consistently solid, despite the company's large exposure to commercial real-estate assets (CRE), which stood at 35% of total loans versus the large regional peer average of 19% as of June 30, 2017. MTB's NCOs and NPAs have been superior versus most of its peer group through numerous economic and real estate downturns and indicative of the strong credit culture at the company. Fitch believes the company's reserve coverage also provides good support given loss history. Although MTB's CRE lending, particularly multi-family, has been growing rapidly, albeit slowing in recent periods and competition has been aggressive for the industry, Fitch's affirmation incorporates the expectation that MTB would continue to deliver superior credit performance. Fitch recognizes that MTB has continued to build capital in line with similarly-rated peers. MTB's tangible common equity ratio stood at 8.93% versus a 6.41% 10-year average. In Fitch's view, MTB's longer-term capital ratios will tend to fall on the mid to lower-end of the large regional peer group averages. However, Fitch's believes the company's strong equity generation, good asset quality performance through various credit cycles, solid reserves when compared to net charge-offs (NCOs) help offset the company's leaner capital position. Further, Fitch considers MTB's management team to be a rating strength given the stable, average tenure of 20+ years with the company. Further, despite a history of acquisitions, board composition has not changed dramatically. Fitch estimates 12% of MTB's ownership is held by management and employees of the company, which creates a strong alignment between management and shareholders interest. SUPPORT RATING AND SUPPORT RATING FLOOR MTB has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, MTB is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. ] SUBORDINATED DEBT AND OTHER HYBRID SECURITIES MTB's subordinated debt is notched one level below its VR for loss severity. MTB's preferred stock is notched five levels below its VR, two times for loss severity and three times for non-performance, while MTB's trust preferred securities are notched two times from the VR for loss severity and two times for non-performance. These ratings are in accordance with Fitch's criteria and assessment of the instruments non-performance and loss severity risk profiles and have been affirmed due to the affirmation of the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The uninsured deposit ratings of Manufacturers and Traders Trust Co, are rated one notch higher than MTB's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY MTB's IDR and VR are equalized with those of its operating companies and bank, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. RATING SENSITIVITIES IDRS, VR, AND SENIOR DEBT MTB's ratings are at the high end of its rating potential given its performance and credit profile. Although not envisioned over the rating horizon, MTB's ratings could have positive momentum should it develop a more diversified franchise by strengthening its consumer/retail penetration and product offerings along with further geographic diversification of its commercial lending book, while successfully integrating Hudson City. This would also entail maintaining peer leading profitability and asset quality measures. Conversely, negative rating drivers would be a more aggressive approach to capital management, and/or announcing an acquisition in the near term given the sizeable Hudson City transaction. In addition, unexpected changes to current business strategy or key executive management would also be viewed negatively. Although not expected, a material deterioration in credit performance could signal an increase in risk appetite and/or loosening underwriting, which would be viewed negatively. SUPPORT RATING AND SUPPORT RATING FLOOR Since MTB's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings for MTB and its operating companies' subordinated debt and preferred stock are sensitive to any change to MTB's VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The long- and short-term deposit ratings are sensitive to any change to MTB's Long- and Short-term IDR. HOLDING COMPANY Should MTB's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is the potential that Fitch could notch the holding company IDR and VR from the ratings of the operating companies. Fitch has affirmed the following ratings: M&T Bank Corporation -- Long-term IDR at 'A'; Outlook Stable; -- Short-term IDR at 'F1'; -- Viability at 'a'; -- Preferred stock at 'BB+'. -- Support at '5'; -- Support floor 'NF'. Manufacturers and Traders Trust Co -- Long-term IDR at 'A'; Outlook Stable; -- Long-term deposits at 'A+'. -- Short-term IDR at 'F1'; -- Short-term deposits at 'F1'; -- Viability at 'a'; -- Senior unsecured debt at 'A'; -- Subordinated debt at 'A-'; -- Support at '5'; -- Support floor 'NF'. Wilmington Trust, N.A. (formerly M&T Bank, NA) -- Long-term IDR at 'A'; Outlook Stable; -- Long-term deposits at 'A+'. -- Short-term IDR at 'F1'; -- Short-term deposits at 'F1'; -- Viability at 'a'; -- Support at '5'; -- Support floor 'NF'. Wilmington Trust Corporation -- Long-term IDR at 'A'; Outlook Stable; -- Short-term IDR at 'F1'; -- Subordinated debt at 'A-'; -- Viability at 'a'. -- Support at '5'; -- Support floor at `NF'. Wilmington Trust Company -- Long-term IDR at 'A'; Outlook Stable; -- Short-term IDR at 'F1'; -- Viability at 'a'. -- Support at '5'; -- Support floor at 'NF' Provident (MD) Capital Trust I -- Preferred stock at 'BBB-'. MARINA BIOTECH: Appoints Amit Shah as Chief Financial Officer ------------------------------------------------------------- Marina Biotech, Inc., announced that Amit Shah joined the company in the newly created role of chief financial officer, effective Oct. 5, 2017. Prior to joining Marina, Mr. Shah served as senior director of finance - ERP, at Young's Market Company. Prior to Young's, he was the vice president of finance & accounting, and acting chief financial officer, of Insightra Medical Inc. Mr. Shah also previously served as VP finance and acting chief financial officer at IgDraSol Inc., as corporate controller & director of finance at ISTA Pharmaceuticals, as corporate controller at Spectrum Pharmaceuticals, and controller/senior manager internal audits at Caraco Pharmaceuticals Laboratories. Mr. Shah received a Bachelor of Commerce degree from the University of Mumbai, and is an Associate Chartered Accountant from The Institute of Chartered Accountants of India. Mr. Shah is also an inactive CPA from Colorado, USA. "We are thrilled to have Amit join the Marina Biotech team to establish a strong finance and accounting organization for Marina Biotech. Amit brings with him over 15 years of strong financial, accounting and auditing experience to Marina," stated Joseph Ramelli, CEO of Marina Biotech. "Our recent acquisition of the FDA approved therapy Prestalia represents a large and attractive market opportunity for Marina, which made finding the right Chief Financial Officer essential. I am confident that Amit is that person." Mr. Shah stated, "The opportunity to work with the leadership at Marina on a new vision for building a strong finance and accounting organization for Marina, as well as growing the company through sales of Prestalia is exciting. I am equally excited to be contributing to the transition of Marina into a strong and growing commercial organization. There are several promising therapies in our clinical pipeline that, if they are approved by the FDA, we could bring to market using the sales and marketing platforms developed for Prestalia." The Company will pay to Mr. Shah a base salary of $120,000 per year, and Mr. Shah will be entitled to receive a discretionary bonus as determined by the Board of Directors of the Company in an amount up to 40% of his base salary (with the payment of such bonus to be based on the achievement of such milestones as will be determined by the Board following good faith consultation with Mr. Shah), with such payment obligations not becoming effective unless and until the closing of a single capital raising transaction involving the issuance by the Company of its equity (or equity-linked) securities yielding aggregate gross proceeds to the Company of not less than $5 million on or prior to Dec. 31, 2017. Mr. Shah was also granted options to purchase up to 60,000 shares of the common stock of the Company at an exercise price of $2.70 per share under the Company's 2014 Long-Term Incentive Plan, with all of those options vesting and becoming exercisable on the one-year anniversary of the date of the Offer Letter. About Marina Biotech Headquartered in Bothell, Washington, Marina Biotech, Inc. -- http://www.marinabio.com/-- is a biopharmaceutical company engaged in the discovery, acquisition, development and commercialization of proprietary drug therapeutics for addressing significant unmet medical needs in the U.S., Europe and additional international markets. The Company's primary therapeutic focus is the disease intersection of hypertension, arthritis, pain, and oncology allowing for innovative combination therapies of the plethora of already approved drugs and the proprietary novel oligotherapeutics of Marina Biotech, Inc. The Company's approach is meant to reduce the risk associated with developing a new drug de novo and also accelerate time to market by shortening the clinical development program through leveraging what is already known or can be learned in its proprietary Patient Level Database (PLD). 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. Marina Biotech reported a net loss of $837,100 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 June 30, 2017, Marina had $6.63 million in total assets, $4.15 million in total liabilities, and $2.47 million in total stockholders' equity. At June 30, 2017, the Company had an accumulated deficit of $4.205 million and a negative working capital of $3.756 million. The Company anticipates that it will continue to incur operating losses as it executes its plan to raise additional funds and investigate strategic and business development initiatives. In addition, the Company has had and will continue to have negative cash flows from operations. The Company has previously funded its losses primarily through the sale of common and preferred stock and warrants, the sale of notes, revenue provided from its license agreements and, to a lesser extent, equipment financing facilities and secured loans. In 2016 and 2015, the Company funded operations with a combination of the issuance of notes and preferred stock, and license-related revenues. At June 30, 2017, the Company had a cash balance of $263,900. Its operating activities consume the majority of its cash resources. MCCLATCHY CO: Chatham Funds Hold 7.5% of Shares as of Aug. 31 ------------------------------------------------------------- Chatham Asset Management, LLC, and Anthony Melchiorre disclosed in a regulatory filing with the Securities and Exchange Commission that as of Aug. 31, 2017, they beneficially own 387,516 shares of Class A common stock, $0.01 par value per share, of the McClatchy Company, constituting 7.5 percent of the shares outstanding. The 387,516 shares of Common Stock of the Company held in the aggregate by the Chatham Funds, which constitute approximately 7.5% of the shares of Common Stock of the Company deemed to be issued and outstanding as of Oct. 3, 2017, may be deemed to be beneficially owned (x) indirectly by Chatham Asset Management, LLC, as the investment manager to the Chatham Funds, and (y) indirectly by Mr. Melchiorre, as the managing member of CAM. As of Oct. 3, 2017, Chatham Asset High Yield Master Fund, Ltd. held 271,439 shares of Common Stock, constituting approximately 5.2% of the Common Stock deemed to be issued and outstanding. A full-text copy of the regulatory filing is available at: https://is.gd/qI6JJN About McClatchy The McClatchy Company -- http://www.mcclatchy.com/-- is publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the (Fort Worth) Star-Telegram. McClatchy operates 30 media companies in 29 U.S. markets in 14 states, providing each of its communities with high-quality news and advertising services in a wide array of digital and print formats. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange under the symbol MNI. McClatchy reported a net loss of $34.19 million for the year ended Dec. 25, 2016, compared to a net loss of $300.16 million for the year ended Dec. 27, 2015. As of June 25, 2017, the Company had $1.68 billion in total assets, $1.68 billion in total liabilities, and a $8.74 million stockholders' deficit. * * * McClatchy continues to hold Moody's Investors Service's "Caa1" corporate family rating. In December 2015, Moody's affirmed the "Caa1" corporate family rating rating and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cashflow. McClatchy continues to hold Standard & Poor's "B-" corporate credit rating (outlook stable). As reported by the TCR on April 2, 2014, S&P affirmed all ratings on McClatchy including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflected S&P's expectation that the time-frame for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. MERIDIAN MEDICAL SYSTEMS: Court Denies K. Carr's Second Appeal -------------------------------------------------------------- Judge D. Brock Hornby of the United States District Court for the District of Maine issued an order denying Kenneth Carr's second motion for leave to appeal in the case captioned KENNETH CARR, Appellant, v. NATHANIEL R. HULL, Chapter 7 Trustee; JEFFREY CARR AND ROBERT ALLISON, Appellees, Misc. No. 1:17-MC-208-DBH (D. Me.). Judge Hornby contends that he sees no reason to alter his previous ruling denying interlocutory appeal. Carr has shown no change in the controlling legal authority, no new evidence that was not earlier obtainable, nor any blatant error. Instead, he has come up with a new argument that he could have made but did not make, originally. Even if the previous ruling is not law of the case in the strict sense, those are sound reasons for denying this second bite at the apple. The bankruptcy court's decision also does not satisfy the collateral order doctrine for immediate interlocutory review, because the remand refusal is still subject to review at the end of the case. The bankruptcy case is in re: MERIDIAN MEDICAL SYSTEMS, LLC, CHAPTER 11, Debtor, CASE No. 15-20640 PGC (D. Me.). A copy of Judge Hornby's Order dated Oct. 3, 2017, is available at https://is.gd/SB2nut from Leagle.com. KENNETH L CARR, Appellant, represented by RANDY J. CRESWELL -- rcreswell@perkinsthompson.com -- PERKINS THOMPSON, PA. NATHANIEL R HULL, Appellee, represented by ROGER CLEMENT -- rclement@verrilldana.com -- VERRILL DANA LLP. JEFFREY CARR, Appellee, represented by ANTHONY E. PERKINS -- aperkins@bernsteinshur.com -- BERNSTEIN SHUR SAWYER & NELSON & D. SAM ANDERSON -- sanderson@bernsteinshur.com -- BERNSTEIN SHUR SAWYER & NELSON. ROBERT ALLISON, Appellee, represented by ANTHONY E. PERKINS, BERNSTEIN SHUR SAWYER & NELSON & D. SAM ANDERSON, BERNSTEIN SHUR SAWYER & NELSON. MERIDIAN MEDICAL SYSTEMS LLC, Debtor, represented by BRUCE B. HOCHMAN -- bhochman@eatonpeabody.com -- EATON PEABODY, ERICA M. JOHANSON -- ejohanson@eatonpeabody.com -- EATON PEABODY & MICAH A. SMART -- msmart@eatonpeabody.com -- EATON PEABODY. Meridian Medical Systems LLC (Bankr. D. Me. Case No. 15-20640) filed a voluntary Chapter 11 petition on September 11, 2015, and is represented by Bruce B. Hochman, Esq., at Eaton Peabody. MONTCO OFFSHORE: Breach of Contract Suit vs. Black Elk Dismissed ---------------------------------------------------------------- Montco Oilfield Contractors, LLC, filed the adversary proceeding captioned MONTCO OILFIELD CONTRACTORS, LLC Plaintiff(s). v. BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, et al, Defendant(s), Adversary No. 17-3249 (Bankr. S.D. Tex.) against Defendants in order to recover unpaid amounts allegedly owed to Montco for plugging and abandonment services it completed pursuant to a Turnkey Service Agreement, as well as alleged damages associated with performing additional, unanticipated decommissioning work that resulted from undisclosed liabilities. Montco alleges claims for breach of contract, quantum meruit, misrepresentation, and a declaratory judgment against Defendants. The Defendants moved to dismiss Montco's Amended Complaint pursuant to Federal Rules of Civil Procedure 8, 9, and 12. The Defendants' motions to dismiss argue that Montco failed to plead requisite facts under Rules 8 and 9. If Montco's claims meet the federal pleading standards, the Defendants alternatively argue that those claims fail as a matter of law or are barred by Texas law. Upon analysis, U.S. Bankruptcy Judge Marvin Isgur dismissed count I of Montco's Amended Complaint as to all Defendants. Count I is dismissed without prejudice upon the satisfaction of the conditions to payment as to Black Elk. Count II is dismissed as to all Defendants except Black Elk. Counts III, IV, and VI of Montco's Amended Complaint are dismissed as to all Defendants. Montco is allowed to replead Count V. Montco's Amended Complaint asserts six claims against the Defendants; the six claims include: * Count I. A breach of Contract claim against Black Elk, Argonaut, and the other signatories to the Black Elk Contract's amendments based upon those Defendants' failure to remit payment to Montco for the work it completed pursuant to the Black Elk Contract. * Count II. A breach of contract claim against Black Elk and W&T for failure to indemnify Montco under the Black Elk Contract for services performed while controlling wild or uncontrolled wells, as well as the cleaning and disposing of hazardous materials and waste. * Count III. A breach of contract claim against all of the Defendants for failing to pay Montco for the extra-contractual work it completed on the Black Elk Job sites. * Count IV. In the alternative, a quantum meruit claim against all of the Defendants for accepting the benefits of Montco's unanticipated work but failing to pay Montco for such benefits. * Count V. In the alternative, a misrepresentation claim against all of the Defendants for misrepresentations and omissions of material fact made to Montco during the negotiation and bidding process for the Black Elk Contract regarding the true scope of the work required to plug and abandon the oil wells and structures on the Black Elk Job sites. * Count VI. A claim for a declaratory judgment of Montco's legal rights and the Defendants' obligations to Montco. Regarding Count I, Judge Isgur opines that Montco's allegations, when taken as true, fail to state a plausible claim for relief. Argonaut is not a contracting party to the Black Elk Contract or its amendments and thus is not in privity of contract with Montco. Instead, Argonaut's obligation to release the surety bond proceeds within its possession to ultimately allow Black Elk to compensate Montco for its decommissioning services arose outside of the Black Elk Contract. Consequently, regardless of the lack of objections during the negotiation process for the Black Elk Contract, no privity exists between Montco and Argonaut under the Black Elk Contract. Montco's Amended Complaint fails to plead a plausible claim for relief necessary to survive Argonaut's motion to dismiss Count I. Montco failed to plead any form of relief upon which to base a claim for a breach of an oral contract or promissory estoppel against Defendants. Accordingly, Montco cannot recover from Black Elk, Argonaut, or any other Defendant for a failure to pay Montco for its completed services under the Black Elk Contract based upon these theories. Montco, however, is allowed to replead Count V of its amended complaint with respect to additional work completed as part of its decommissioning of Black Elk Job sites that was occasioned by a misrepresentation. Montco's Omnibus Brief stipulates that Montco brings Count V against Black Elk and the Legacy Owners but voluntarily dismisses Count V as to the Working Interest Parties and Argonaut. Black Elk and the Legacy Owners' motions to dismiss are accordingly denied. Count VI of Montco's Amended Complaint is moot or would add nothing to the adversary proceeding or Montco's claims beyond what its breach of contract claims already accomplish. Accordingly, Count VI of Montco's Amended Complaint is dismissed. The bankruptcy case is in re: MONTCO OFFSHORE, INC., et al, Chapter 11, Debtor(s), Case No: 17-31646 (Bankr. S.D. Tex.). A full-text copy of Judge Isgur's Memorandum Opinion dated Oct. 3, 2017, is available at https://is.gd/r4JE0O from Leagle.com. Montco Offshore, Inc., Debtor, represented by David E. Avraham -- david.avraham@dlapiper.com -- DLA Piper LLP (US), Adam Lanza -- adam.lanza@dlapiper.com -- DLA Piper LLP (US), Daniel Simon -- daniel.simon@dlapiper.com -- DLA Piper LLP (US), Vincent P. Slusher -- vince.slusher@dbr.com -- Drinker Biddle & Reath LLP, Jeffrey Torosian -- jeffrey.torosian@dlapiper.com -- DLA Piper LLP (US) & Andrew B. Zollinger -- andrew.zollinger@dlapiper.com -- DLA Piper LLP. US Trustee, U.S. Trustee, represented by Christine A. March, Office of the US Trustee & Stephen Douglas Statham -- stephen.statham@usdoj.gov -- Office of US Trustee. The Committee of Unsecured Creditors of Montco Offshore, Inc., Creditor Committee, represented by Eric Michael English -- eenglish@porterhedges.com -- Porter Hedges LLP, John F. Higgins, IV -- jhiggins@porterhedges.com -- Porter Hedges LLP & Joshua W. Wolfshohl -- jwolfshohl@porterhedges.com -- Porter Hedges LLP. About Montco Offshore Based in Galliano, Louisiana, Montco Offshore, Inc. -- http://www.montco.com/mo-- was founded by the Orgeron family in 1948. Over its 60+ years, the Company has served the offshore energy industries with crew boats, ocean-going tugs, deck barges, supply boats, and liftboats. Currently, Montco specializes in liftboats ranging in size from 235 feet to 335 feet which provide the best quality and safety of service for customers requiring versatile elevated vessels/work-platforms. Montco has total fleet of six vessels includes (a) two 335' class liftboats, known as (i) "Robert," which was unveiled in the first quarter of 2012, and (ii) "Jill," which was completed in 2014; (b) two 245' class liftboats, known as (i) "Kayd," which was completed in 2006, and (ii) "Myrtle;" which was completed in 2002; and (c) two 235' class liftboats, each completed in 2009, known as (i) "Paul," and (ii) "Caitlin." Montco Offshore, Inc. and its affiliate Montco Oilfield Contractors, LLC, filed Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 17-31646) on March 17, 2017. The petitions were signed by Derek C. Boudreaux, the CFO. As of the Petition Date, on a book basis, Montco Offshore had an aggregate of approximately $265 million in total assets and approximately $136 million in total liabilities. MO Contractors had approximately $84 million in total assets (which are mostly made up of receivables) and approximately $126 million in total liabilities. As of the Petition Date, the Debtors estimate that $5.3 million was due and owing to holders of prepetition trade claims against MO Contractors, and $75 million was due and owing to holders of prepetition trade claims against MO Contractors, not including the intercompany obligations. The cases are assigned to Judge Marvin Isgur. DLA Piper LLP (US) is serving as the Debtors' bankruptcy counsel, with the engagement led by Vincent P. Slusher, Esq., David E. Avraham, Esq., and Adam C. Lanza, Esq. Blackhill Partners, LLC, is the Debtors' financial advisor and investment broker, with Joe Stone, Todd Heinz, and Tripp Ballard leading the engagement. BMC Group, Inc., is the claims & noticing agent. On March 29, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Porter Hedges LLP is serving as counsel to the Creditors Committee, with the engagement led by John F Higgins, IV, Joshua W. Wolfshohl, and Eric Michael English. MRI INTERVENTIONS: AIGH Investment Has 4.9% Stake as of Oct. 3 -------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, AIGH Investment Partners, L.P. and Orin Hirschman reported that as of Oct. 3, 2017, they beneficially own 506,621 shares of common stock of MRI Interventions, Inc., constituting 4.9 percent of the shares outstanding. The amount excludes 606,536 warrants to purchase common stock warrants to purchase stock not exercisable at the present time due to the reporting persons' 4.9% beneficial ownership limitation. The percentage is based on 10,339,210 shares of Common Stock of the issuer outstanding as of Aug. 18, 2017, as reported by the issuer in its Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on Sept. 5, 2017. Mr. Hirschman is the managing member of AIGH LP's General Partner and president of AIGH Investment Partners, L.L.C., with respect to shares of Common Stock directly held by AIGH LP, and AIGH LLC. The principal office and business address of AIGH Investment Partners, L.P., AIGH Investment Partners LLC, and Mr. Hirschman is 6006 Berkeley Avenue Baltimore MD 21209. A full-text copy of the regulatory filing is available at: https://is.gd/5KkePd About MRI Interventions Based in Irvine, Calif., MRI Interventions, Inc. -- http://www.mriinterventions.com/-- is a medical device company that develops and commercializes innovative platforms for performing minimally invasive surgical procedures in the brain and heart under direct, intra-procedural magnetic resonance imaging, or MRI, guidance. From its inception in 1998 to 2002, the Company deployed significant resources to fund its efforts to develop the foundational capabilities for enabling MRI-guided interventions and to build an intellectual property portfolio. In 2003, the Company's focus shifted to identifying and building out commercial applications for the technologies it developed in prior years. MRI Interventions incurred a net loss of $8.06 million in 2016, compared to a net loss of $8.44 million in 2015. As of June 30, 2017, MRI Interventions had $16.85 million in total assets, $8.32 million in total liabilities and $8.52 million in total stockholders' equity. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company incurred net losses during the years ended Dec. 31, 2016, and 2015 of approximately $8.1 million and $8.4 million, respectively. Additionally, the stockholders' deficit at Dec. 31, 2016, was approximately $756,000. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MRI INTERVENTIONS: May Issue 1.8M Shares Under 2013 Incentive Plan ------------------------------------------------------------------ MRI Interventions, Inc., filed with the Securities and Exchange Commission a Form S-8 registration statement relating to the registration of 1,800,000 additional shares of its common stock issuable under the Company's Second Amended and Restated 2013 Incentive Compensation Plan. A full-text copy of the regulatory filing is available for free at https://is.gd/IpXgRx About MRI Interventions Based in Irvine, Calif., MRI Interventions, Inc. -- http://www.mriinterventions.com/-- is a medical device company that develops and commercializes innovative platforms for performing minimally invasive surgical procedures in the brain and heart under direct, intra-procedural magnetic resonance imaging, or MRI, guidance. From its inception in 1998 to 2002, the Company deployed significant resources to fund its efforts to develop the foundational capabilities for enabling MRI-guided interventions and to build an intellectual property portfolio. In 2003, the Company's focus shifted to identifying and building out commercial applications for the technologies it developed in prior years. MRI Interventions incurred a net loss of $8.06 million in 2016, compared to a net loss of $8.44 million in 2015. As of June 30, 2017, MRI Interventions had $16.85 million in total assets, $8.32 million in total liabilities and $8.52 million in total stockholders' equity. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company incurred net losses during the years ended Dec. 31, 2016, and 2015 of approximately $8.1 million and $8.4 million, respectively. Additionally, the stockholders' deficit at Dec. 31, 2016, was approximately $756,000. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MRI INTERVENTIONS: Seven Directors Elected by Stockholders ---------------------------------------------------------- An annual meeting of the stockholders of MRI Interventions, Inc., was held on Oct. 3, 2017, at which the Company's stockholders: (a) elected John R. Fletcher, Pascal E.R. Girin, Francis P. Grillo, Kimble L. Jenkins, Timothy T. Richards, Maria Sainz and John N. Spencer, Jr. as directors of the Company to serve until the 2018 annual meeting of stockholders or until their successors have been duly elected and qualified or until their earlier death, resignation, disqualification or removal; (b) ratified the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2017; and (c) approved the Company's Second Amended and Restated 2013 Incentive Compensation Plan. On Oct. 3, 2017, MRI Interventions posted an updated investor presentation to its website at http://ir.stockpr.com/mriinterventions/investor-presentation. A copy of the investor presentation is available for free at: https://is.gd/52vjOn About MRI Interventions Based in Irvine, Calif., MRI Interventions, Inc. -- http://www.mriinterventions.com/-- is a medical device company that develops and commercializes innovative platforms for performing minimally invasive surgical procedures in the brain and heart under direct, intra-procedural magnetic resonance imaging, or MRI, guidance. From its inception in 1998 to 2002, the Company deployed significant resources to fund its efforts to develop the foundational capabilities for enabling MRI-guided interventions and to build an intellectual property portfolio. In 2003, the Company's focus shifted to identifying and building out commercial applications for the technologies it developed in prior years. MRI Interventions incurred a net loss of $8.06 million in 2016, compared to a net loss of $8.44 million in 2015. As of June 30, 2017, MRI Interventions had $16.85 million in total assets, $8.32 million in total liabilities and $8.52 million in total stockholders' equity. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company incurred net losses during the years ended Dec. 31, 2016, and 2015 of approximately $8.1 million and $8.4 million, respectively. Additionally, the stockholders' deficit at Dec. 31, 2016, was approximately $756,000. These conditions raise substantial doubt about the Company's ability to continue as a going concern. NATIONAL TRUCK: Gear & Axel, Bollier Appointed to Committee ----------------------------------------------------------- Henry Hobbs, Jr., acting U.S. trustee for Region 5, on Oct. 4 appointed two more creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of National Truck Funding, LLC, and American Truck Group, LLC. The two unsecured creditors are: (1) Gear & Axel of Mobile Lindsey H. Ratliff 8801 Bellingrath Road Theodore, AL 36582 Tel: (251) 653-6376 (2) The Bollier Family Trust Gerald Bollier 11457 Regency Lane Carmel, IN 46033 Tel: (317) 575-0654 The U.S. Trustee for Region 5, on Sept. 19, appointed three creditors -- Yolo Capital, Inc., Hannah Baby, LLC, and Kevin C. Faerber -- to serve on the official committee of unsecured creditors in the Chapter 11 case of National Truck Funding, LLC. About National Truck Funding Headquartered in Gulfport, Mississippi, National Truck Funding, LLC -- http://nationaltruckfunding.com/-- retails and rents trucks. It operates as a subsidiary of American Truck Group, LLC -- http://americantruckgroup.com/ National Truck and American Truck sought Chapter 11 protection (Bankr. S.D. Miss. Case Nos. 17-51243 and 17-51244) on June 25, 2017. The petitions were signed by Louis J. Normand, Jr., manager. National Truck estimated its assets and liabilities at $10 million to $50 million. American Truck estimated its assets and liabilities at $1 million to $10 million. Judge Katharine M. Samson presides over the cases. The Debtors hired Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as bankruptcy counsel; Wessler Law Firm as local counsel; Lefoldt & Company PA as accountant; and Chaffe & Associates as restructuring advisor and investment banker. NET ELEMENT: All Seven Proposals Approved at Annual Meeting ----------------------------------------------------------- Net Element, Inc., held its annual meeting of stockholders on Oct. 3, 2017, at which the Company's stockholders: (a) elected Oleg Firer, Kenges Rakishev, James Caan, Drew Freeman and Howard Ash as directors to serve for a one-year term expiring in 2018; (b) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to effectuate a reverse split of the Company's issued and outstanding shares of the Company's common stock at a ratio of between 1-for-10 and 1-for-30, inclusive, which ratio will be selected at the sole discretion of the Company's Board of Directors; (c) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to decrease authorized Common Stock from 400 million shares to 100 million shares; (d) approved an amendment to the Company's 2013 Equity Incentive Plan, as amended, to increase the number of shares of the Common Stock available for issuance thereunder by 3,680,000 shares of Common Stock; (e) approved the issuance pursuant to the Common Stock Purchase Agreement between the Company and Cobblestone Partners, LLC, dated as July 5, 2017, of shares of Company Common Stock to Cobblestone Capital Partners LLC in excess of 19.99% of the outstanding shares of the Company's Common Stock as of the date of the Common Stock Purchase Agreement, to comply with NASDAQ Listing Rule 5635; (f) approved the issuance by the Company of 471,388 restricted shares of Common Stock to the Company's Chief Executive Officer, Oleg Firer as a performance bonus, as required by and in accordance with NASDAQ Listing Rule 5635; and (g) ratified the selection of Daszkal Bolton LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2017. About Net Element North Miami Beach, Florida-based Net Element, Inc. (NASDAQ: NETE) -- http://www.netelement.com/-- operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise in the US and selected emerging markets. In the U.S. it aims to grow transactional revenue by innovating SME productivity services such as its cloud based, restaurant and retail point-of-sale solution Aptito. Internationally, Net Element's strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions such as UAE, Kazakhstan, Kyrgyzstan and Azerbaijan where initiatives have been recently launched. Net Element was named in 2016 by South Florida Business Journal as one of the fastest growing technology companies. Net Element reported a net loss of $13.61 million on $54.28 million of total revenues for the 12 months ended Dec. 31, 2016, compared to a net loss of $13.32 million on $40.23 million of total revenues for the 12 months ended Dec. 31, 2015. As of June 30, 2017, Net Element had $21.97 million in total assets, $19.99 million in total liabilities and $1.97 million in total stockholders' equity. Daszkal Bolton LLP's report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, contains an explanatory paragraph expressing substantial doubt as to the Company's ability to continue as a going concern. The independent auditors stated that the Company's recurring losses from operations and working capital and accumulated deficits raise substantial doubt about its ability to continue as a going concern. NET ELEMENT: Effects Stock Split to Regain Nasdaq Compliance ------------------------------------------------------------ Net Element, Inc., announced that effective at 12:01 am, Eastern Time, on Oct. 5, 2017, the Company effected a one-for-ten reverse stock split of its outstanding common stock. The Company's common stock will open for trading on the NASDAQ Capital Market on Oct. 5, 2017, on a post-split basis. The Reverse Stock Split is intended to increase the per share trading price of the Company's common stock to satisfy the $1.00 minimum bid price requirement for continued listing on the NASDAQ Capital Market. When the reverse stock split becomes effective, every 10 shares of common stock will automatically convert into one share of common stock with no change in par value per share. This will reduce the number of shares outstanding as of Oct. 3, 2017, from approximately 22,048,974 to approximately 2,204,897. Any fractional shares resulting from the reverse stock split will be rounded up to the next whole share. There is no impact on the actual trading of Net Element's shares. They will continue to trade on the NASDAQ Capital Market without interruption under the symbol NETE. The new CUSIP number for the common stock following the reverse split will be 64111R300. Proportional adjustments will be made to Net Element's outstanding stock options, outstanding warrants and equity-compensation plans. The number of authorized shares of the Company will remain unchanged and the reverse stock split will not affect the common stock capital account on its balance sheet. Stockholders holding common shares through a brokerage account or book entry form will have their shares automatically adjusted to reflect the reverse stock split as of the effective date. The Company's transfer agent, Continental Stock Transfer & Trust Company will act as the exchange agent for the reverse stock split. If you have shares held a brokerage or bank, you can contact them directly with any questions. If you hold shares in book entry form or you hold physical certificates, you should contact Continental at 917-262-2378. About Net Element North Miami, Florida-based Net Element, Inc. (NASDAQ:NETE) -- http://www.netelement.com/-- operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise in the US and selected emerging markets. In the U.S. it aims to grow transactional revenue by innovating SME productivity services such as its cloud based, restaurant and retail point-of-sale solution Aptito. Internationally, Net Element's strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions such as UAE, Kazakhstan, Kyrgyzstan and Azerbaijan where initiatives have been recently launched. Net Element was named in 2016 by South Florida Business Journal as one of the fastest growing technology companies. Net Element reported a net loss of $13.61 million on $54.28 million of total revenues for the 12 months ended Dec. 31, 2016, compared to a net loss of $13.32 million on $40.23 million of total revenues for the 12 months ended Dec. 31, 2015. As of June 30, 2017, Net Element had $21.97 million in total assets, $19.99 million in total liabilities and $1.97 million in total stockholders' equity. Daszkal Bolton LLP's report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, contains an explanatory paragraph expressing substantial doubt as to the Company's ability to continue as a going concern. The independent auditors stated that the Company's recurring losses from operations and working capital and accumulated deficits raise substantial doubt about its ability to continue as a going concern. NEW COVENANT PAINTING: Hires Smith & Taylor as Accountant --------------------------------------------------------- The New Covenant Painting of NWA, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Arkansas to employ Smith & Taylor Tax and Management, LLC, as accountant to the Debtor. New Covenant Painting requires Smith & Taylor to provide accounting services, including tax preparation and consultation, and other accounting and tax related services, both annually and on an ongoing basis. Smith & Taylor will be paid at the hourly rate of $75 to $150. Smith & Taylor received a retainer in the amount of $300. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Pat Taylor, partner of Smith & Taylor Tax and Management, 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. Smith & Taylor can be reached at: Pat Taylor SMITH & TAYLOR TAX AND MANAGEMENT, LLC 9 W Township Rd. Fayetteville, AR 72703 Tel: (479) 442-4224 About The New Covenant Painting of NWA, Inc. The New Covenant Painting of NWA, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Ark. Case No. 17-70191) on Jan. 27, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Emily J. Henson, Esq., at Bond Law Office, as counsel. NOLES PARTNERS: Wants to Use D McClain's Cash Collateral -------------------------------------------------------- Noles Partners, LLC, seeks permission from the U.S. Bankruptcy Court for the Middle District of Florida to use cash, accounts receivable and other income derived from the Debtor's operations to fund its operating expenses and costs of administration in this Chapter 11 case for the duration of the Chapter 11 case. Upon information and belief, D McClain Enterprises, LLC, is owed $21,096 which is secured by the Debtor's furnishings and equipment of the restaurant operating as All Star Grill - Haines City at 94 Maxcy Plaxa Circle, Haines City, Florida 33844. The Debtor reserves the right to challenge the validity, priority and extent of the Secured Creditor's liens against the collateral. The Debtor says that in order for it to remain in business, it is imperative that it have the use of its cash collateral. As adequate protection for the use of cash collateral, the Debtor offers the following: a. the Secured Creditors will have postpetition liens on the collateral to the same extent, validity and priority as existed prepetition; b. the Debtor will maintain insurance on the Collateral to the same amount as required under the underlying loan documents; c. Secured Creditors will have a right to inspect the collateral on 48 hours, reasonable notice; and d. upon written request, the Debtor will provide Secured Creditors with copies of monthly financial documents generated in the ordinary course of business, and other information as the Secured Creditors reasonably request with respect to the Debtor's operations. The Debtor's Motion is available at: http://bankrupt.com/misc/flmb17-08142-10.pdf Noles Partners, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-08142) on Sept. 22, 2017. The Debtor is represented by: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. BUDDY D. FORD, P.A., 9301 West Hillsborough Avenue Tampa, Florida 33615-3008 Tel: (813) 877-4669 E-mail: Buddy@tampaesq.com Jonathan@tampaesq.com All@tampaesq.com NUTRITION RUSH: Sale of Retail Stores Inventory for $19K Approved ----------------------------------------------------------------- Judge Gary Spraker of the U.S. Bankruptcy Court for the District of Nevada authorized Nutrition Rush, LLC's sale of its health supplements, vitamin packs, and nutrition powders located in retail stores to Mike's Muscle, Inc., for $18,592. A hearing on the Motion was held on Sept. 14, 2017. On Jan. 5, 2017, the Debtor filed a Motion to Assume and Reject Certain Leases including lease agreements for these locations: a. 4050 Airport Center Dr. Palm Springs, California ("Palm Springs Store"); b. 77920 Country Club Dr., Palm Desert, California ("Palm Desert Store"); c. 9705 S. Eastern Ave., Las Vegas, Nevada ("Eastern Store"); d. 2655 S. Maryland Parkway, Las Vegas, Nevada ("Maryland Store"); e. 1725 N. Rainbow Blvd., Las Vegas, Nevada ("Rainbow Store"); and f. 6050 N. Decatur Blvd., Las Vegas, Nevada ("Decatur Store"). The Debtor's request to assign the Leases for the Rainbow Store and Maryland Store is denied. The Debtor is authorized to take all actions necessary to assign the Leases to the Buyer for the Palm Springs Store, Palm Desert Store and the Eastern Store. The Debtors are authorized to sell the Inventory and assign the Approved Leases to the Buyer for the Palm Springs Store ($6,479), Palm Desert Store ($5,877) and the Eastern Store ($6,236), for the total purchase price of $18,592. The sale of the Inventory will, upon full payment of the proceeds, after costs, be free and clear of all liens, claims, encumbrances and interests which may be asserted against the Inventory ("Encumbrances"), with all such Encumbrances attaching only to the Proceeds of the sale. The Buyer will deposit the Proceeds into the trust account of Schwartz Flansburg PLLC, and such Proceeds will be held by Schwartz Flansburg PLLC until further order of the Court. The Schwartz Flansburg's request to a surcharge of $10,000 of the Proceeds is denied, without prejudice, to Schwartz Flansburg filing a separate motion with its billing records for review by the Court and any subsequent Chapter 7 trustee. The Debtor will surrender and vacate the premises and turn in the keys to LVAC no later than close of business 5:00 p.m. (PCT) on Sept. 30, 2017, for the following stores: (i) the Decatur Store; (ii) the Rainbow Store; and (iii) the Maryland Store. As provided by Federal Rule of Bankruptcy Procedure 7062, the Order will become effective immediately upon its entry and the 14-day stay period under Federal Rule of Bankruptcy Procedure 6004(h) is waived. About Nutrition Rush Nutrition Rush, LLC, is a health supplement retailer operating in Nevada, California, and previously, in Arizona. Nutrition Rush filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-16771) on Dec. 22, 2016. Laura Kuveke, the Debtor's managing member, signed the petition. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Laurel E. Davis. The Debtor is represented by Bryan A. Lindsey, Esq., and Samuel A. Schwartz, Esq., at Schwartz Flansburg PLLC. No creditors' committee has been appointed in the Chapter 11 case by the U.S. Trustee. PAC ANCHOR TRANSPORTATION: Hires Trojan and Company as Accountant ----------------------------------------------------------------- Pac Anchor Transportation, Inc., consisting of the mermger of Pac Anchor Transportation Inc. and Green Anchor Lines, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Trojan and Company Accountancy Corporation, as accountant to the Debtor. Pac Anchor Transportation requires Trojan and Company to: (a) analyze tax implications of actions that may be taken in the bankruptcy proceeding; (b) analyze the Debtor's internally prepared accounting records and transactions for the preparation of federal and state income tax returns; (c) analyze and assist in preparing the Debtor's internally prepared accounting records and transactions; (d) provide tax advice respecting the Debtor's current and next fiscal year; (e) provide annual review services of the Debtor's annual financial statements; and (f) assist the Debtor in preparing Monthly Operating Reports and other financial documents during the pendency of the Debtor's bankruptcy case. Trojan and Company will be paid at these hourly rates: Donald Trojan $310 Amanda Trojan $250 Charlene Carpenter $150 Jessica Chompff $150 Trojan and Company will be paid a retainer in the amount of $50,000. Trojan and Company will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald J. Trojan, president of Trojan and Company Accountancy Corporation, 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. Trojan and Company can be reached at: Donald J. Trojan TROJAN AND COMPANY ACCOUNTANCY CORPORATION 3351 Cerritos Avenue Los Alamitos, CA 90720 Tel: (562) 598-5600 About Pac Anchor Transportation, Inc. Pac Anchor Transportation, Inc., was formed from the merger of Pac Anchor Transportation, Inc., and Green Anchor Lines, Inc. Pac Anchor is a trucking company located in Wilmington, California, that provides trucking services throughout the western United States. Pac Anchor filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-18213) on July 6, 2017. Alfredo Barajas, its president, signed the petition. At the time of the filing, the Debtor disclosed $12.08 million in assets and $11.24 million in liabilities. Judge Ernest M. Robles presides over the case. On Aug. 10, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. PARADISE WINE: Hires Joseph Striegel as Accountant -------------------------------------------------- Paradise Wine, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Joseph Striegel EA, as accountant to the Debtor. Paradise Wine requires Joseph Striegel to: (a) provide various accounting and bookkeeping services to the Debtor in connection with payroll, payments to vendors, and financial statements; (b) prepare the Debtor's tax returns; (c) prepare the Debtor's payroll; (d) prepare the Debtor's monthly operating reports; and (e) perform such other functions as requested by the Debtor or its counsel. Joseph Striegel will be paid at the hourly rate of $450. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph Striegel, member of Joseph Striegel EA, 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. Joseph Striegel can be reached at: Joseph Striegel JOSEPH STRIEGEL EA 7537 Citrus Hill Lane Naples, FL 34109 Tel: (239) 289-6289 About Paradise Wine, LLC Paradise Wine, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-08033) on September 18, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Barbara A Hart, Esq., at Stichter Riedel Blain & Postler, P.A. PARALLAX HEALTH: Incurs $2.02M Net Loss in June 30 2016 Quarter --------------------------------------------------------------- Parallax Health Sciences, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.02 million on $6.81 million of revenue for the three months ended June 30, 2016, compared to a net loss of $276,893 on $0 of revenue for the three months ended June 30, 2015. For the six months ended June 30, 2016, Parallax had a net loss of $3.91 million on $14.21 million of revenue compared to a net loss of $540,920 on $0 of revenue for the six months ended June 30, 2015. As of June 30, 2017, Parallax had $7.23 million in total assets, $16.18 million in total liabilities and a total stockholders' deficit of $8.94 million. As at June 30, 2016, the Company had cash in the amount of $174,878 compared to $912,399 as of Dec. 31, 2015. The Company had a working capital deficit of $1,030,307 as of June 30, 2016, compared to working capital of $827,499 as of Dec. 31, 2015. The decrease in working capital of $1,857,806 is primarily attributable to a decrease in cash of $737,521, a decrease in trade and other receivables, net of allowance, of $56,007, an increase in rebates receivable of $62,333, a decrease in inventory of $367,495, a decrease in employee advances of $17,588, a decrease in prepaid expenses of $21,051, an increase in accounts payable and accrued expenses of $745,481, and a decrease in related party payables of $25,004. During the six months ended June 30, 2016, the Company used $309,256 of cash flow for operating activities compared with $36,018 for the six months ended June 30, 2015. The increase in cash used for operating activities of $273,238 is attributable an increase in net loss of $3,372,221, an increase in depreciation and amortization expense of $99,269, an increase in stock compensation/stock option amortization of $65,984, an increase in discount amortization of $2,342,600, an increase in bad debt allowance of $23,935, a decrease in accruals converted to related party loans of $201,635, an increase in trade and other receivables of $12,672, a decrease in inventories of $367,495, a decrease in prepaid expenses of $21,051, an increase in accounts payable and accrued expenses of $671,541, and a decrease in related party payables of $278,585. During the six months ended June 30, 2016, the Company used $83,853 of cash flow for investing activities compared with $0 for the six months ended June 30, 2015. The increase in cash used for investing activities of $83,853 is attributable the purchase of professional equipment. During the six months ended June 30, 2016, the Company used $344,412 of cash flow from financing activities, compared with being provided with $37,980 for the six months ended June 30, 2015. The decrease in cash flows provided by financing activities is attributable to an increase in proceeds from notes payable of $100,000, an increase in repayment of notes payable of $444,412, and a decrease in proceeds of $37,980 from the sale of common stock. During the six months ended June 30, 2016, the Company received no funds from the issuance of common shares or other equity instruments, compared to $37,980 in proceeds during the six months ended June 30, 2015. A full-text copy of the Form 10-Q is available for free at: https://is.gd/SR2qpz About Parallax Health Saanta Monica, California-based Parallax Health Sciences, Inc. (OCTCMKTS:PRLX) focuses on personalized patient care through the Company's Pharmacy, RoxSan, and eventually through the diagnostic testing platform capable of diagnosing and monitoring several health issues. Through the Company's wholly owned subsidiary Parallax Diagnostics Inc., the Company holds the right, title, and interest in perpetuity to certain point-of-care diagnostic tests. The Company has the following two business segments: Retail Pharmacy Services (RPS) and Corporate. The Company's Web sites are at http://www.parallaxhealthsciences.com/, http://www.parallaxdiagnostics.com/, http://www.roxsan.com/and http://www.roxsanfertility.com/ Parallax Health reporting a net loss of $3.41 million on $11.57 million of revenue for the year ended Dec. 31, 2015, compared to a net loss of $1.11 million on $0 of revenue for the year ended Dec. 31, 2014. Dave Banerjee CPA, an Accountancy Corporation, in Woodland Hills, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Company has incurred recurring losses and recurring negative cash flow from operating activities and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. PARAMOUNT BUILDING: U.S. Trustee Forms Three-Member Committee ------------------------------------------------------------- Ilene J. Lashinsky, U.S. Trustee for the District of Arizona, on Oct. 5 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Paramount Building Solutions, LLC, Cleaning Solutions, LLC, JMS Building Solutions, LLC, and Starlight Building Solutions, LLC. The committee members are: (1) AMANO PIONEER ECLIPSE CORPORATION Attn: Henry C. Roemer, III, by proxy 102 West Third Street, Suite 200-B, Lobby Level Winston Salem, NC 27101 Tel: (336) 723-4311 Fax: (336) 759-0965 E-mail: henry@hcroemerlaw.com (2) PHILIP ROSENAU CO., INC. Attn: Scott Holland, EVP 750 Jacksonville Road Warminster PA 18974 Tel: (215) 956-1980 Fax: (215) 956-0864 E-mail: sholland@philiprosenau.com (3) BRADY COMPANIES, LLC Attn: Joshua Dobbins, CFO 7055 Lindell Road Las Vegas NV 89118 Tel: (702) 876-5685 E-mail: Joshua.dobbins@bradyindustries.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. About Paramount Building Solutions Founded in 2003 in Tempe, Arizona, Paramount Building Solutions -- http://www.paramountbldgsol.com-- provides janitorial and floor care services to thousands of locations, 24 hours a day, seven days a week. Paramount Building Solutions and its affiliates filed a Chapter 11 petition (Bankr. D. Ariz. Lead Case no. 17-10867) on Sept. 15, 2017. The petition was signed by Jeffory Southard, CEO. The affiliates are Cleaning Solutions, LLC (Bankr. D. Ariz. Case No. 17-10868); JMS Building Solutions, LLC (Bankr. D. Ariz. Case No. 17-10869) and Starlight Building Solutions, LLC (Bankr. D. Ariz. Case no.17-10870). Cleaning is the 100% sole member of Paramount, and JMS. Paramount is the 100% sole member of Starlight. Judge Eddward P. Ballinger Jr. presides over the case. Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., represents the Debtors as counsel. At the time of filing, Paramount estimates $1 million to $10 million in assets and $10 million to $50 million in liabilities. PARSLEY ENERGY: Moody's Rates $600MM Senior Unsecured Notes B2 -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Parsley Energy LLC's $600 million senior unsecured notes due 2027. Parsley's other ratings and stable outlook remained unchanged. The net proceeds from the notes will be used to fund a portion of Parsley's capital program. "Even though this opportunistic notes issuance increases gross debt, Moody's expects Parsley to use it to increase its Permian drilling activity via increased rig count and grow its production meaningfully," said Arvinder Saluja, Moody's Vice President. The following rating was assinged: Issuer: Parsley Energy LLC -- Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD 4) RATINGS RATIONALE The existing and new senior unsecured notes are rated B2, one notch below Parsley's B1 Corporate Family Rating (CFR), due to the subordination of the notes to Parsley's secured revolving credit facility due 2021, in accordance with Moody's Loss Given Default methodology. Parsley's B1 CFR reflects the company's strong execution on its growth capital spending, material production growth despite weak commodity prices, and willingness to support its credit metrics via equity issuances. The B1 rating also reflects its concentrated geographic presence in the Permian Basin and expectation of meaningful negative free cash flow over at least the next couple of years due to high growth capex. The rating incorporates Moody's expectations of good cash margins, partly due to Parsley's strong hedge portfolio for 2017-2019. The CFR is supported by good acreage in the Permian Basin, liquids-rich production that generates healthy cash margins, multiple year drilling inventory, and a high degree of operational control over its leasehold acreage, which allows for flexible capital allocation and development of its acreage in light of crude price volatility. The stable outlook reflects Moody's expectations that Parsley will continue to execute on its growth plans in 2017-18 while maintaining a good cost structure and favorable credit metrics. If Parsley is able to maintain production growth at competitive costs, sustainably maintain RCF/debt ratio above 40% and debt to proved developed reserves below $9, and take meaningful steps to minimize ongoing cash flow outspend, an upgrade could be considered. Moody's could considers a negative outlook or a downgrade if the RCF/debt ratio falls below 15% or the debt to average daily production ratio could not be sustained below $30,000 per boe. Parsley Energy, LLC is an independent oil and gas exploration and production (E&P) company with all of its properties located in the Midland and Delaware Basins in west Texas. The principal methodology used in this rating was Independent Exploration and Production Industry published in May 2017. PARSLEY ENERGY: S&P Rates New $60MM Sr. Unsecured Notes 'BB-' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level and '2' recovery ratings to U.S.-based exploration and production company Parsley Energy LLC's proposed $600 million senior unsecured notes due 2027. S&P expects the company to use the net proceeds to fund a portion of its capital program and for general corporate purposes. S&P said, "At the same time, we raised the rating on the company's existing senior unsecured notes to 'BB-' from 'B+' and revised the recovery rating to '2' from '3'. The '2' recovery rating indicates our expectation for a substantial recovery (70%-90%; rounded estimate: 85% cap) to creditors in the event of a payment default. We based the increased recovery expectation on a company-provided PV-10 report. "Our 'B+' corporate credit rating and stable outlook on Parsley are unchanged." RECOVERY ANALYSIS Key analytical factors: S&P Global Ratings' simulated default for Parsley assumes a sustained period of low commodity prices, consistent with past defaults in this sector. S&P said, "We assume the borrowing base under the company's reserve based loan facility is fully drawn to the commitment level at default. "We based our valuation of the company's reserves on a company-provided PV-10 report using our recovery price deck assumptions of $50 per barrel for West Texas Intermediate crude oil and $3 per million British thermal units for Henry Hub natural gas." Simulated Default and Valuation Assumptions: -- Simulated year of default: 2021 Simplified Waterfall: -- Net enterprise value (after 5% administrative costs): $3.145 Billion -- Senior-secured reserve-based lending claims: $1.038 billion --Recovery expectations: Not applicable -- Total value available to unsecured claims: $2.107 billion -- Senior unsecured claims: $2.159 billion --Recovery expectations: 85% (cap) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Parsley Energy LLC Corporatate Credit Rating B+/Stable New Rating Parsley Energy LLC To From Senior Unsecured $600mil sr notes due 2027 BB- B+ Recovery Rating 2(85%) 3(65%) PATIO MARKET: Hires Robert Bassel as Bankruptcy Counsel ------------------------------------------------------- Patio Market, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Robert Bassel, Esq., as bankruptcy counsel to the Debtor. Patio Market requires Robert Bassel to assist and represent the Debtor for all matters arising in and under the Chapter 11 case. Robert Bassel received a retainer of $6,717.00, of which $1,717 was used for the filing fee and $3,250 was used to pay Robert Bassel's prepetition legal fees incurred within 30 days of the petition, leaving a retainer of $1,750. Robert Bassel, 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. Robert Bassel can be reached at: Robert Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 E-mail: bbassel@gmail.com About Patio Market, Inc. Patio Market, Inc., owns real estate and business assets on which it operates a convenience store. Patio Market filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 17-52595) on Sept. 7, 2017. The petition was signed by George Shammas, president. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Thomas J. Tucker. The Debtor is represented by Robert N. Bassel, Esq., at Robert N. Bassel. No official committee of creditors holding unsecured claims has been appointed in the case. PEEKAY BOUTIQUES: Files Joint Plan and Disclosure Statement ----------------------------------------------------------- BankruptcyData.com reported that Peekay Boutiques filed with the U.S. Bankruptcy Court a Joint Plan and related Disclosure Statement. According to the Disclosure Statement, "The Plan provides for the liquidation and sale of substantially all of the Debtor's Assets to the Buyer, subject in all respects to high and better offers pursuant to the Bid Procedures, under Bankruptcy Code section 363 pursuant to the Asset Purchase Agreement, dated August 9, 2017 between the Debtors and TLA Acquisition, Inc., as may be amended, modified or supplemented from time to time (the 'Asset Purchase Agreement'). Pursuant to Bankruptcy Code sections 363 and 1123 and Bankruptcy Rule 9019, the provisions of the Plan shall also constitute a good faith compromise of the claims and Causes of Action asserted or that could have been asserted among the Creditors' Committee, Debtors, Term A Lenders, and Buyer. After extensive negotiations among the Debtors, the Creditors' Committee, Term A Lenders and Buyer, the parties reached a global settlement which resolves all outstanding issues amongst the parties (the 'Global Settlement'). If the Plan is confirmed by the Bankruptcy Court and consummated, except to the extent that a holder of an Allowed Administrative Claim and the Debtors agree to less favorable treatment with respect to such holder, each holder of an Allowed Administrative Claim shall be paid in full in Cash on the Effective Date. Further, the Plan provides that, the Debtors shall pay, in full in Cash, any fees due and owing to the U.S. Trustee as of the Effective Date." About Peekay Acquisition Headquartered in Auburn, Washington, Peekay -- http://www.loverspackage.com/-- is a specialty retailer of a broad selection of lingerie, sexual health and wellness products and accessories. Peekay currently owns and operates 47 retail stores across six states under the brand names "Christals," "LoVerS," "ConReV" and "A Touch of Romance." Peekay Acquisitions, LLC, and its affiliates each sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11722) on Aug. 10, 2017. The petitions were signed by Albert Altro, chief restructuring officer. Peekay Acquisition estimated its assets between $10 million and $50 million and its debts between $50 million and $100 million. Judge Brendan Linehan Shannon presides over the cases. Landis Rath & Cobb LLP serves as the Debtors' bankruptcy counsel. The Debtors hired SSG Advisors, LLC as investment banker and Traverse, LLC as financial advisor. Rust Consulting/Omni Bankruptcy serves as claims and noticing agent. On Aug. 21, 2017, five creditors were named to serve in the official committee of unsecured creditors in the Debtors' cases. The panel tapped Cullen and Dykman LLP as general counsel; Whiteford, Taylor & Preston LLC as Delaware counsel; and The DAK Group, Ltd., as financial advisor. PERFUMANIA HOLDINGS: No Longer Obliged to File Periodic Reports --------------------------------------------------------------- Perfumania Holdings, Inc. filed a Form 15 with the Securities and Exchange Commission notifying the removal from listing or registration of Perfumania Holdings, Inc.'s common stock, $.01 par value, from Nasdaq Stock Market, under the Securities Exchange Act of 1934. As a result of the Form 15 filing, the Company's obligation to file periodic reports such as Forms 10-Q and 10-K under the Exchange Act will be suspended. About Perfumania Holdings Perfumania Holdings, Inc. (NASDAQ: PERF) -- http://www.perfumaniaholdings.com/-- is a specialty retailer and distributor of fragrances and related beauty products across the United States. Perfumania has a 30 year history of innovative marketing and sales management, brand development, license sourcing and wholesale distribution making it the premier destination for fragrances and other beauty supplies. The Company operates retail stores and e-commerce specializing in the sale of fragrances and related products across the United States, Puerto Rico, and the U.S. Virgin Islands. The Company also operates a wholesale distribution network, selling to mass retail, department stores as well as domestic and international distributors. On Aug. 26, 2017, Model Reorg Acquisition, LLC and 18 affiliated debtors, including perfumania Holdings, Inc., each filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases are jointly administered for procedural purposes under the case docket for Model Reorg Acquisition, LLC (Bankr. D. Del. Case No. 17-11794). Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, Ankura Consulting Group, LLC, is serving as financial advisor, and Imperial Capital is serving as investment banker to the Company. The Skadden team includes Corporate Restructuring partners Lisa Laukitis and J. Gregory Milmoe (Boston), and associates Raquelle Kaye (Boston), Esther Adzhiashvili and AZ Biazar, as well as Corporate Restructuring and Bankruptcy Litigation partner Anthony Clark (Wilmington) and associate Cameron Fee (Wilmington); Banking partner Sarah Ward and associates Emily Stork, Shan Song (Chicago) and Katherine Webb; Tax partner Brian Krause and associate Joseph Soltis; and Corporate partner Richard Grossman (New York). Epiq Bankruptcy Solutions is the claims and noticing agent and maintains the Web site http://dm.epiq11.com/perfumania PFO GLOBAL: Trustee Seeks Approval of Plan Support Agreement ------------------------------------------------------------ BankruptcyData.com reported that PFO Global Inc.'s Chapter 11 trustee filed with the U.S. Bankruptcy Court a motion to approve a plan support agreement. According to documents filed with the Court, "The terms of the Plan Support Agreement needed to address this dilemma reference how prospective funds that may be administered as the result of a confirmed plan regarding all or more likely some subset of the Debtors is detailed as follows: The Trustee shall use commercially reasonable efforts to: i) secure the entry of orders necessary to secure Bankruptcy Court authority for items detailed in 1(a) and 1(b) below; and ii) file a Disclosure Statement and Plan of Reorganization for all of the Debtor Estates, which incorporates the treatment provisions detailed in 1(c) through 1 (h) below with regard to funds held in the PFO Global, case, the Hillair Funds, the funds from the 364 Borrowing Motion and funds as otherwise may be available for distribution from the other Debtors Estates (hereinafter the 'Prospective Plan Funds') in the order stated therein: (a) the Trustee has in his control, a $35,000 fund arising from the settlement agreement between the Debtors and Hillair Capital Investments, [Dkt. No. 167, 242, 265] (the 'Hillair Funds'). The Trustee will file a motion and seek an order approving the transfer of the Hillair Funds to ROMC to serve as a post-petition retainer, which retainer will be subject to this district's local rules on interim application, as well as final allowance authority; (b) the Trustee will file and seek an order approving the employment of RBSM and the ability to utilize $15,000 of the 364 Borrowing, assuming the 364 Borrowing Motion is approved by the Bankruptcy Court, to serve as a post-petition retainer for RBSM, which retainer will be subject to this district's local rules on interim application, as well as final allowance authority; (c) $12,500 of the Prospective Plan Funds shall be allocated to reimbursing all mailing, notice, copying and other out-of-pocket expenses related to the Trustee's Anticipated Disclosure Statement and Plan: (d) $15,000 to ROMC with regard to its final fee award; (e) $25,000 to Trustee for costs and fees, to the extent not otherwise payable from existing funds in the Participant Debtor Estates, upon allowance of Trustee's administrative expense claim; (f) a minimum of $147,500 plus any excess of any retainer not awarded or portion of funds for the Trustee not required to be utilized for the costs or fees or other requirements noted above from those Participant Debtor Estates which have a plan confirmed, will collectively be a pool for all allowed fees and expense of Professional's administrative claims." About PFO Global PFO Global, Inc., and its affiliates are a consolidated group of companies that operate in the eyewear and lenses industry worldwide. Global owns 100% of the equity interests in Pro Fit Optix Holding Company, LLC. In turn, Holding owns 100% of the equity interests in Pro Fit Optix, Inc., PFO Technologies, LLC, PFO Optima, LLC, and PFO MCO, LLC. PFO Global, Pro Fit Optix Holding Company, Pro Fit Optix, PFO Technologies, PFO Optima, and PFO MCO, filed Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 17-30355) in Dallas on Jan. 31, 2017. Rosa R. Orenstein, Esq., and Nathan M. Nichols, Esq., at Orenstein Law Group, P.C., serve as the Debtors' bankruptcy counsel. Haynes and Boone, LLP, is their special corporate and securities law counsel. Mahesh Shetty, a certified public accountant, is the Debtor's financial officer. In February 2017, a three-member panel was appointed as official committee of unsecured creditors in the Debtors' case. The Committee retained Shraiberg, Ferrara, Landau & Page, P.A., as legal counsel, and McCathern, PLLC as local counsel. Shawn K. Brown was appointed on June 21, 2017, as Chapter 11 Trustee to oversee the bankruptcy estate. PREMIER MARINE: Wants Plan Filing Period Extended to Dec. 8 ----------------------------------------------------------- Premier Marine, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to extend the Debtors exclusive periods to file a plan of reorganization and to solicit acceptance of that plan through Dec. 8, 2017, and Feb. 6, 2018, respectively. The Court will hold a hearing on the requested extension at 1:30 p.m. on Oct. 17, 2017. The U.S. Bankruptcy Code Section 1121(c) provides that a debtor has the exclusive right to file a plan in the first 120 days after commencement of the case and a further 60 days within which to gain acceptance of that plan, which will expire on Oct. 17, 2017, and Dec. 16, 2017, respectively. The Debtor first proposed a cash operating budget shortly after the Petition Date. The Debtor projected a gradual ramp up and return to pre distress boat production levels based upon the Trusek $2.5 million dollar cash infusion. Due to unforeseen supplier limitations the ramp up and return to profitability is occurring but at a slower rate consistent with key supplier limitations. In August the Debtor proposed a revised Budget to ABN, Trusek and the Official Committee of Unsecured Creditors with explanation. The revised Budget downwardly adjusted boat production, revenues and expenditures. The revised Budget was attached to a First Amendment to Stipulation for use of cash collateral. The Debtor lost more than originally projected in July but was profitable in August and September and expects to continue to gradually increase production and build cash between now and year end. The Debtor has not received an unconditional cash offer to support a 363 sale process but continues to negotiate with several interested parties now conducting due diligence. Trusek has confirmed by term sheet that it will sponsor a plan of reorganization that provides for satisfaction of secured debt and provides for an earnings formula based return to unsecured creditors over time in the minimum amount of $1 million dollars with significant upside potential dependent upon post confirmation performance. Trusek has also confirmed that it will withdraw plan financing and support a 363 sale process should the Debtor receive a cash offer in the minimum amount of $10 million dollars which is required to satisfy secured claims in full. The Debtor shareholders are also actively soliciting plan financing in amounts sufficient to satisfy secured claims and support a reorganization plan. The Debtor requested that the Committee support a short extension of exclusivity to expose the company to additional prospective purchasers, conclude negotiations with parties now conducting due diligence and to otherwise prepare a disclosure statement and plan to be financed by Trusek. The Committee supports a short extension of exclusivity. The Debtor tells the Court that it is critical that the Debtor be permitted the time necessary, consistent with the interests of its estate, to restructure its finances and operations in order to maximize the value of the estate and assure a successful emergence from Chapter 11. About Premier Marine, Inc. Premier Marine, Inc., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-32006) on June 19, 2017. Premier Marine is a family owned business formed in 1992 by Robert Menne and Eugene Hallberg. The Menne family controls 72.8% of the company equity. Hallberg controls the remaining 27.2% and is Premier's landlord. For 25 years, Premier Marine has manufactured "Premier" brand pontoon boats -- http://www.pontoons.com/-- in Wyoming, Minnesota. Premier Marine designs, builds and markets luxury pontoons and holds many patents on manufacturing elements such as furniture hinges, J-Clip rail fasteners and the PTX performance package. The family-owned and operated Company sells its pontoons through boat dealers located throughout the United States and Canada. The need for reorganization in chapter 11 was precipitated by a failed acquisition of another pontoon manufacturer in 2011. The Chapter 11 was filed in response to an eviction action commenced by Hallberg for the nonpayment of rent. The Chapter 11 is necessary to attract a new equity partner, reject the Hallberg leases, consolidate manufacturing under a single roof and reorganize the business for the mutual benefit of the Debtor creditors, employees and dealer network. The bankruptcy petition was signed by Lori J. Melbostad, the Debtor's president. The Debtor estimated assets and liabilities between $10 million and $50 million. The case is assigned to Judge Katherine A. Constantine. The Debtor's counsel are Michael F. McGrath, Esq., and Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey, A Professional Association. Guidesource's Richard Gallagher is the Debtor's financial consultant. On June 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Fafinski, Mark & Johnson, P.A., represents the committee as bankruptcy counsel. QUADRANT 4: Court Approves Key Employee Incentive Program --------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved Quadrant 4 Systems' key employee incentive program (KEIP). As previously reported, "For a variety of reasons, including the limited availability of resources and the concentrated sale efforts focused on other Business Units, the Debtor was not simply not able to sell the Remaining Assets on the same accelerated timeframe as the other Business Units. The Debtor nonetheless seeks to realize a going concern sale for the Remaining Assets and requires Mr. Steele's expertise and knowledge of the assets and the unique factors involved in the Chapter 11 Case to obtain stalking horse bidders for such assets, maintain the underlying business operations, oversee an auction process, and ultimately close such sales. Mr. Steele's background in the healthcare IT industry, his history with the Debtor in entering that industry, and his tireless efforts to assist the Debtor and its professionals in consummating sales of the five Business Units during the Chapter 11 Case to date, make him uniquely qualified to shepherd the Debtor through the next phase of the Chapter 11 Case -- the marketing and sale of the Remaining Assets. Obtaining stalking horse bids and closing sales of these assets is by no means guaranteed, especially in light of the nature of the assets and that the consent of both secured lenders is required due to the significant secured debt that is outstanding. Mr. Steele shall be entitled to a payment in the amount of one and one half percent (1.5%) of the purchase price of any assets which are the subject of a Sale Transaction." 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. CEO Robert H. Steele 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 bankruptcy attorneys are Adelman & Gettleman, Ltd.'s Chad H. Gettleman, Esq. and Nathan Q. Rugg, Esq. Nixon Peabody LLP acts as special counsel for matters concerning taxes, labor, ERISA, securities compliance, international law, and related matters while Faegre Baker Daniels LLP acts as special counsel for securities litigation. Silverman Consulting Inc., serve as financial consultants to the Debtor, and Livingstone Partners, LLC, as investment banker. On July 10, 2017, a three-member panel was appointed as official committee of unsecured creditors in the Debtor's case. Sugar Felsenthal Grais & Hammer LLP serve as counsel to the Committee and Amherst Partners, LLC as financial advisor. QUEST SOLUTION: Inks One-Year Employment Agreement with CFO ----------------------------------------------------------- Quest Solution, Inc., entered into an employment agreement with Mr. Benjamin Kemper to serve as its chief financial officer. The term of the agreement is effective on Oct. 2, 2017, and will continue for 12 months, unless earlier terminated in accordance with the employment agreement entered into between the Company and Kemper. The term of Kemper's employment will be automatically renewed for successive one-year periods until Kemper or the Company delivers to the other party a written notice of their intent not to renew the employment term. The Company will pay Kemper a base salary at the annual rate of $130,000, a $20,000 signing bonus, as well as grant Kemper 500,000 options to purchase common stock of the Company at the closing stock price on the trading date prior to Oct. 5, 2017. As previously disclosed in a Current Report on Form 8-K filed on Aug. 25, 2017, the Company terminated without cause its Contractor Agreement with Mr. Joey Trombino and the Amendment 1 to the Contractor Agreement with an effective date of Aug. 31, 2017. On Sept. 29, 2017, the Company entered into a Termination Agreement with Mr. Trombino. The Company will pay Mr. Trombino $26,000 on the execution of this Agreement and $26,000 on Nov. 1, 2017. If the Company defaults on the Nov. 1, 2017, payment, the Company will be assessed a $20,000 penalty due immediately. Pursuant to the Agreement, Mr. Trombino waived any claims that he may have against the Company. About Quest Solution Quest Solution, formerly known as Amerigo Energy, Inc., is a Specialty Systems Integrator focused on Field and Supply Chain Mobility. The Company is also a manufacturer and distributor of consumables (labels, tags, and ribbons), RFID solutions, and barcoding printers. Founded in 1994, Quest is headquartered in Eugene, Oregon, with offices in the United States. Prior to 2008, the Company was involved in various unrelated business activities. From 2008-2014 the Company was involved in multiple businesses inclusive of an oil and gas investment company. Due to changes in market conditions, management determined to look for acquisitions which were positive cash flow and would provide immediate shareholder value. In January 2014, the first such acquisition was completed of Quest Marketing Inc. (dba Quest Solution, Inc.). The Company has acquired a significant working capital deficit and issued a substantial amount of subordinated debt in connection with its acquisitions. As of June 30, 2017, the Company had a working capital deficit of $14,940,888 and an accumulated deficit of $33,808,344. The Company said its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis to obtain additional debt or equity financing for working capital or refinancing (restructuring of subordinated debt) as may be required and, ultimately, to attain profitable operations. The Company's independent accounting firm RBSM, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors said the Company has a working capital deficiency and significant subordinated debt resulting from acquisitions. These factors raise substantial doubt about the Company's ability to continue as a going concern. Quest Solution incurred a net loss attributable to common stockholders of $14.21 million for the year ended Dec. 31, 2016, following a net loss attributable to common stockholders of $1.71 million for the year ended Dec. 31, 2015. As of June 30, 2017, Quest Solution had $27.47 million in total assets, $43 million in total liabilities and a total stockholders' deficit of $15.53 million. REGIONS FINANCIAL: Fitch Raises Preferred Stock Rating to BB- ------------------------------------------------------------- Fitch Ratings has upgraded Regions Financial Corp.'s (RF) Long-Term Issuer Default Rating (IDR) to 'BBB+' from 'BBB'. Fitch has also affirmed RF's Short-Term IDR at 'F2'. The Rating Outlook has been revised to Stable from Positive. The rating action follows a periodic review of the large regional banking group, which includes BB&T Corporation (BBT), Capital One Finance Corporation (COF), Citizens Financial Group, Inc. (CFG), Comerica Incorporated (CMA), Fifth Third Bancorp (FITB), Huntington Bancshares Inc. (HBAN), Keycorp (KEY), M&T Bank Corporation (MTB), MUFG Americas Holding Corporation (MUAH), PNC Financial Services Group (PNC), Regions Financial Corporation (RF), SunTrust Banks Inc. (STI), US Bancorp (USB), and Wells Fargo & Company (WFC). Company-specific rating rationales for the other banks are published separately, and for further discussion of the large regional bank sector in general, refer to the special report titled 'Large Regional Bank Periodic Review,' to be published shortly. KEY RATING DRIVERS IDRs, VRs, AND SENIOR DEBT The upgrade reflects Fitch's view that RF's operating performance and overall financial condition have continued to improve, reflecting a 'BBB+' credit profile. These metrics have converged with higher rated peers. The upgrade also reflects RF's strengthened risk management, evidenced by reasonable credit losses through the energy downturn and limited loan growth over recent periods. Fitch continues to view RF's banking franchise throughout the Southeastern United States as a ratings strength and supportive of upgrade. RF enjoys strong deposit market share in Alabama, Mississippi and Tennessee. Much of RF's deposit base is related to its Consumer Segment and in less urban areas, which in Fitch's view, should allow the company to continue to lag deposit pricing as short-term interest rates increase to a relatively larger degree than peers. Fitch also notes that RF has a fairly low loan to deposit ratio of 82%, which could augment the company's ability to keep deposit pricing relatively low. While still below peer median levels, core earnings performance has improved and is expected to remain relatively consistent on a forward looking basis. RF's return on average assets (ROA) has averaged between 90 and 95bps on a five, 10 and 20 quarter basis, driven by solid cost management, improving credit costs and low funding costs. Fitch's expectation that RF should continue to generate reasonable returns due to its ability to hold funding and operating costs down while credit costs remain manageable is incorporated into upgrade and the Outlook revision to Stable. Similar to peers, overall loan growth has been low with average loan balances actually down 2.3% from 2Q16 to 2Q17. Fitch views the company's loan growth restraint as a credit positive and points towards RF's risk management systems effectively and positively impacting lending decisions. Management has indicated that it is very focused on originating and growing more profitable loans with solid risk-adjusted returns with the goal of creating more consistent earnings over time. As a result, RF exited a third-party arrangement within its indirect auto business while growing its residential mortgage loan portfolio. Asset quality remains a constraint on RF's ratings. Non-performing assets (NPAs) to loans plus other real estate owned stood at 2.56%, well-above peer averages. Credit quality has primarily been adversely impacted by RF's energy exposure with 13% of total direct energy loans on nonaccrual. Fitch also notes that well-over half of RF's NPAs are accruing troubled debt restructures (TDRs) of which around 90% are current. Moreover, despite a higher exposure to energy than peers, Fitch continues to view the risk as manageable, and RF has demonstrated success in lowering this exposure with appropriate reserves. RF's credit quality will likely show some adverse impact from the recent natural disasters in its operating footprint. However, the company has shown reasonable ability to manage credit losses in previous natural disasters. Thus, while earnings could be impacted through an elevated level of provisioning, Fitch does not believe RF's capital base is at risk. RF's capital profile remains good with an estimated fully phased-in Common Equity Tier 1 (CET1) ratio under Basel III of approximately 11.4% at 2Q17, up 60bps from a year ago and above the peer median. Fitch continues to expect these capital levels to fall over time, but will remain above peer averages over the near term given the lack of strong organic balance sheet growth. Furthermore, RF has publicly stated its long-term CET1 target is 9.5%. Fitch views RF's capital planning practices as solid and informed by appropriate triggers and limits. Fitch's expectation that RF's capital ratios will converge downward with the peer group is incorporated into upgrade and the outlook revision. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES RF's subordinated debt is notched one level below its VR for loss severity. RF's preferred stock is notched five levels below its VR, two times for loss severity and three times for non-performance. These ratings are in accordance with Fitch's criteria and assessment of the instruments non-performance and loss severity risk profiles and have been affirmed due to the affirmation of the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS Regions Bank's uninsured deposit ratings are rated one notch higher than the bank's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY RF's VR is equalized with those of its operating companies and banks, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. SUPPORT RATING AND SUPPORT RATING FLOOR RF has a Support Rating (SR) of '5' and Support Rating Floor (SRF) of 'NF'. In Fitch's view, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES IDR VR, IDRs, AND SENIOR DEBT With upgrade, Fitch views RF's rating as solidly situated at its current level. While Fitch view's RF's franchise as attractive, RF's relatively worse asset quality and earnings performance constrains positive rating action over the near to medium term. Fitch expects credit quality to remain on a modestly improving trend. However, although unexpected, a sustained reversal of moderating credit trends, combined with a large decrease in capital, could result in negative rating action. Moreover, Fitch expects RF will take some time to manage its CET1 ratio down to its long-term capital target of around 9.5% given CCAR constraints and subdued organic loan growth expectations. If RF were to become much more aggressive with its capital distribution plans under CCAR or begin to materially grow its balance sheet, its ratings could be adversely impacted. Similar to some of its large regional bank peers, RF is continuing to build out its capital markets capabilities in order to support its client base. While these businesses can result in much more volatile earnings, Fitch expects that capital markets revenues will remain low relative to total revenues for RF. Outsized growth or contribution from capital markets-related revenues may impede upwards rating momentum. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings for RF and its operating companies' subordinated debt, trust preferred securities, and preferred stock are sensitive to any change to the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The long- and short-term deposit ratings are sensitive to any change to RF's Long- and Short-term IDR. HOLDING COMPANY Should RF's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is potential that Fitch could notch the holding company VR from the ratings of the operating companies. SUPPORT RATING AND SUPPORT RATING FLOOR Since RF's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has upgraded the following ratings: Regions Financial Corporation -- Long-Term IDR to 'BBB+' from 'BBB'; Outlook Revised to Stable; -- Subordinated debt to 'BBB' from 'BBB-'; -- Viability rating to 'bbb+' from 'bbb'; -- Senior unsecured to 'BBB+' from 'BBB'; -- Preferred stock to 'BB-' from 'B+'; Regions Bank -- Long-Term IDR to 'BBB+' from 'BBB'; Outlook Revised to Stable; -- Long-Term deposits to 'A-' from 'BBB+'; -- Senior debt to 'BBB+' from 'BBB'; -- Subordinated debt to 'BBB' from 'BBB-'; -- Viability Rating to 'bbb+' from 'bbb'; AmSouth Bancorporation -- Subordinated debt to 'BBB' from 'BBB-'. Fitch has affirmed the following ratings: Regions Financial Corporation -- Short-Term IDR at 'F2'; -- Support at '5'; -- Support floor at 'NF'. Regions Bank -- Short-Term deposits at 'F2'; -- Short-Term IDR at 'F2'; -- Support at '5'; -- Support floor at 'NF'. RITE AID: Moody's Confirms B2 Corporate Family Rating ----------------------------------------------------- Moody's Investors Service confirmed the B2 Corporate Family Rating and the B2-PD probability of default rating of Rite Aid Corporation. Moody's also confirmed the B2 rating of the company's senior secured term loans, the Ba2 rating of its senior secured revolving credit facility, the B3 rating of its senior unsecured guaranteed notes and the Caa1 rating of its senior unsecured notes. The rating of the senior secured revolving credit facility could potentially be downgraded one notch based on Moody's Loss Given Default Model depending upon the final amount of remaining post asset sale debt junior to the revolving credit facility in the capital structure. The company's speculative grade liquidity rating was affirmed at SGL-2. The SGL-2 liquidity rating reflects Moody's expectation that the asset sales contemplated to Walgreens will conclude as proposed within the next 6 to 9 months. The ratings outlook is stable. This concludes a review which was initiated on October 28, 2015. The company has received FTC approval to sell 1,932 Rite Aid stores and related Rite Aid distribution assets and inventory for an all-cash purchase price of $4.375 billion to Walgreens Boots Alliance Inc. "The significant amount of debt reduction through the proceeds of the asset sales to Walgreens will improve credit metrics," Moody's Vice President Mickey Chadha stated. "However the weak operating performance of the company in the last 12 to 18 months and its smaller scale after the asset sales puts the company in a weak competitive position vis-a-vis its peers especially in a challenging reimbursement rate environment," Chadha further stated. Outlook Actions: Issuer: Rite Aid Corporation -- Outlook, Changed To Stable From Rating Under Review Confirmations: Issuer: Rite Aid Corporation -- Probability of Default Rating, Confirmed at B2-PD -- Corporate Family Rating, Confirmed at B2 -- Senior Secured 2nd Lien Term Loan, Confirmed at B2(LGD3) -- Senior Secured Revolving Credit Facility, Confirmed at Ba2(LGD2) -- Guaranteed Senior Unsecured Regular Bond/Debenture, Confirmed at B3(LGD5) -- Senior Unsecured Regular Bond/Debenture, Confirmed at Caa1(LGD6) Affirmations: Issuer: Rite Aid Corporation -- Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE Although Rite Aid's proforma debt/EBITDA will improve by about a turn to about 5.7 times after it uses approximately $4.4 billion in asset sale proceeds to reduce debt, its leverage remains high as reflected in its B2 Corporate Family Rating. The rating also reflect the company's modest proforma interest coverage at about 1.0 times. The rating also incorporates Rite Aid's smaller scale and weak competitive position vis-a-vis its peers especially in a challenging reimbursement rate environment which makes its earnings the most vulnerable. It also reflects Envision's small scale relative to other PBMs. Positive ratings consideration is given to Moody's expectation that Rite-Aid's leverage and interest coverage will improve in the next 12-18 months as the uncertainty of the last two years regarding the FTC's decision on the company's proposed sale to Walgreens is eliminated. Management can now focus on expense control and increase the level of script growth through file buys and strategically target participation in limited and preferred networks to boost the top line. Rite Aid also has the opportunity to improve purchasing efficiencies by shifting its drug purchases to Walgreens Boots Alliance's group purchasing organization. Rite Aid's good liquidity, and the relative stability and positive longer term trends of the prescription drug industry are other positive rating considerations. The stable outlook reflects Moody's expectation that Rite Aid's asset sale to Walgreens will be consummated as proposed, operating performance will not deteriorate and credit metrics will improve in the next 12-18 months. An upgrade would require Rite Aid's, operating performance to improve or absolute debt levels to fall such that the company demonstrates that it can maintain debt to EBITDA below 5.5 times and EBIT to interest expense above 1.75 times. In addition, a higher rating would require Rite Aid to continue to maintain at least an adequate liquidity profile. Ratings could be downgraded if Rite Aid experiences sustained declines in revenues or earnings or increases debt such that debt to EBITDA is likely to remain above 7.0 times and EBIT to interest expense is likely to remain below 1.25 times. Ratings could also be downgraded should free cash flow become persistently negative. Proforma for the asset sale Rite Aid Corporation will operate 2,575 drug stores in 20 states. It also operates a full-service pharmacy benefit management company (Envision Rx). Proforma revenues are about $22 billion. The principal methodology used in these ratings was Retail Industry published in October 2015. ROCKY PINE: Sale of 2015 Ford Super Duty Truck for $39K Approved ---------------------------------------------------------------- Judge Mary Ann Whipple of the U.S. Bankruptcy Court for the Northern District of Ohio authorized Rocky Pine Farms, LLC's sale of 2015 Ford Super Duty truck, ID No. 1FT8W3B63FEA94164, to Michael Rood and Patricia K. Nye for $39,000. The proceeds of sale will be distributed in accordance of the terms of and conditions of the Debtor's Motion including the payment of the Ford Motor Credit lien, and a report of sale filed with the Court no later than 14 days for the completion of the sales transaction. About Rocky Pine Farms Founded 2007, Rocky Pine Farms, LLC, is a small organization in the crop farms industry. Rocky Pine Farms, based in Tiffin, Ohio, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 17-32918) on Sept. 12, 2017. The petition was signed by Patricia Nye, president. The Hon. Mary Ann Whipple presides over the case. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Raymond L. Beebe, Esq., at Raymond L. Beebe Co., LPA, serves as bankruptcy counsel. ROOT9B HOLDINGS: Nasdaq Appeal Hearing Set for Nov. 16 ------------------------------------------------------ On Sept. 20, 2017, root9B Holdings, Inc., received notification from the Listing Qualifications Department of The Nasdaq Stock Market that the Company has failed to maintain a minimum Market Value of Listed Securities of $35.0 million for the last 30 consecutive business days. On Sept. 6, 2017, the Company received a letter from Nasdaq informing the Company that, pursuant to Listing Rule 5101, Nasdaq was accelerating the due date for the Company to submit a plan to regain compliance with the Listing Rules to Sept. 15, 2017. On Sept. 21, 2017, the Company received a Staff Determination Letter from Nasdaq noting that the Company had not yet submitted a plan to regain compliance and accordingly, the Nasdaq determined to deny the Company's request for continued listing on The Nasdaq Stock Market. Unless the Company requests an appeal of this determination, trading of the Company's common stock would be suspended. The determination from Nasdaq was based upon: 1. Noncompliance with Listing Rules 5605(b)(1), 5605(c)(2) and 5605(d)(2) regarding vacancies in the Company's Board of Directors which resulted in an insufficient number of independent directors on the audit committee and the compensation committee. 2. Failure to maintain a minimum MVLS of $35.0 million for the last 30 consecutive business days. 3. Failure to file Form 10-Q for the period ended June 30, 2017, in compliance with Listing Rules. On Sept. 28, 2017, the Company appealed Nasdaq's determination and was informed a hearing date had been set for Nov. 16, 2017. On Oct. 2, 2017, the Company received an additional Staff Determination letter noting that the Company is no longer an operating business and is currently a "public shell". Further, in accordance with Listing Rule 5101, Nasdaq determined to apply more stringent criteria to preserve and strengthen the quality and integrity of The NASDAQ Stock Market in considering the Company's appeal, and accordingly, in addition to the three items noted above, the Nasdaq Hearings Panel will consider this matter as well in rendering a determination regarding the Company's continued listing on The Nasdaq Capital Market. There can be no assurance the Company will be successful in its appeal or regain compliance with Nasdaq's rules or that Nasdaq will allow the Company's stock to resume trading. About Root9B Holdings root9B Holdings (OTCQB: RTNB) -- http://www.root9bholdings.com/-- is a provider of Cybersecurity and Regulatory Risk Mitigation Services. Through its wholly owned subsidiaries root9B and IPSA International, the Company delivers results that improve productivity, mitigate risk and maximize profits. Its clients range in size from Fortune 100 companies to mid-sized and owner-managed businesses across a broad range of industries including local, state and government agencies. Root9B Technologies, Inc., changed its name to root9B Holdings, Inc., effective Dec. 5, 2016, and relocated its corporate headquarters from Charlotte, NC, to the current headquarters of root9B, its wholly owned cybersecurity subsidiary, in Colorado Springs, CO. Root9B reported a net loss of $30.48 million for the year ended Dec. 31, 2016, following a net loss of $8.33 million in 2015. As of March 31, 2017, Root9B Holdings had $16.84 million in total assets, $15.80 million in total liabilities, and $1.03 million in total stockholders' equity. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, noting that Company has suffered recurring losses from operations and has negative operating cash flows and will require additional financing to fund the continued operations. The availability of such financing cannot be assured. These conditions raise substantial doubt about its ability to continue as a going concern, the auditors said. RUBY TUESDAY: Amends Fiscal 2017 Annual Report to Add Part III -------------------------------------------------------------- Ruby Tuesday, Inc., filed its annual report on Form 10-K for the fiscal year ended June 6, 2017, with the Securities and Exchange Commission on Aug. 21, 2017. The Company had amended the report to amend Part III, Items 10 through 14 of the Original Form 10-K to include information previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K. General Instruction G(3) to Form 10-K provides that registrants may incorporate by reference certain information from a definitive proxy statement which involves the election of directors if such definitive proxy statement is filed with the SEC within 120 days after the end of the fiscal year. The Company's definitive proxy statement involving the election of directors will not be filed before Oct. 4, 2017 (i.e., within 120 days after the end of our 2017 fiscal year). The information included by Part III, Items 10 through 14 of Form 10-K is more limited than what is required to be included in the definitive proxy statement to be filed in connection with its annual meeting of stockholders. The definitive proxy statement to be filed at a later date will include additional information related to the topics herein and additional information not required by Part III, Items 10 through 14 of Form 10-K. PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services A full-text copy of the Form 10-K/A is available for free at: https://is.gd/Cl7j2g About Ruby Tuesday Maryville, Tenn.-based Ruby Tuesday, Inc. -- http://www.rubytuesday.com/-- owns and franchises Ruby Tuesday brand restaurants. As of June 6, 2017, there were 605 Ruby Tuesday restaurants system-wide, of which 543 were Company-owned. During the fourth quarter, one Company-owned Ruby Tuesday restaurant and one international franchised Ruby Tuesday restaurant were closed. As of June 6, 2017, Ruby Tuesday had $723.64 million in total assets, $416.27 million in total liabilities and $307.36 million in total shareholders' equity. Ruby Tuesday reported a net loss of $106.14 million on $951.97 million of total revenue for the year ended June 6, 2017, compared to a net loss of $50.68 million on $1.09 billion of total revenue for the year ended May 31, 2016. * * * In April 2017, S&P Global Ratings lowered its corporate credit rating on Ruby Tuesday Inc. to 'CCC+' from 'B-'. The outlook is negative. "The downgrade reflects our view of uncertainty regarding the company's ability to meaningfully improve earnings growth that can support what we currently see as an unsustainable capital structure. While liquidity is also tightening, we do not currently envision a specific default scenario in the next 12 months, as the company does not face any significant debt maturities within the next year," said credit analyst Mathew Christy. RUE21 INC: Court Lifts Stay as to Garrison in J.Trujillo Suit ------------------------------------------------------------- Magistrate Judge Barbara A. McAuliffe of the United States District Court for the Eastern District of California lifted the stay as to Defendant Garrison Tulare, LLC, in the case captioned JOSE TRUIJILLO, Plaintiff, v. RUE21, INC. and GARRISON TULARE, LLC, Defendants, Case No. 1:17-cv-795 LJO-BAM (E.D. Cal.). The initial scheduling conference will remain as set on Nov. 2, 2017, at 9:30 A.M in Courtroom 8 (BAM). A copy of Judge McAuliffe's Order dated Oct. 3, 2017, is available at https://is.gd/KEVSHn from Leagle.com. Jose Trujillo, Plaintiff, represented by Zachary Best, Mission Law Firm, A.P.C. Garrison Tulare LLC, Defendant, represented by Aaron David Langberg -- aaron.langberg@wilsonelser.com -- Wilson Elser Moskowitz Edelman & Dicker & Edward P. Garson -- edward.garson@wilsonelser.com -- Wilson, Elser, Moskowitz, Edelman & Dicker. About rue21, Inc. rue21, Inc. -- http://www.rue21.com/-- is a teen specialty apparel retailer. For over 37 years, rue21 has been famous for offering the latest trends at an affordable price point. It has core brands in girls' apparel (rue21), intimate apparel (true), girls' accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel and accessories (Carbon), girls' plus-size apparel (rue+), and girls' swimwear (ruebleu). The company is headquartered in Warrendale, Pennsylvania and have one distribution center located in Weirton, West Virginia. Headquartered just north of Pittsburgh, Pennsylvania, rue21 had 1,179 stores in 48 states in shopping malls, outlets and strip centers, and on its website. In April, Company began the process of closing approximately 400 underperforming stores in its 1,179 store fleet in order to streamline operations. On May 15, 2017, rue21, inc., and affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 17-22045). rue21 estimated $1 billion to $10 billion in assets and liabilities. Todd M. Lenhart, the Company's senior vice president, treasurer, chief financial officer, and chief accounting officer, signed the petitions. The Debtors have sought joint administration of the Chapter 11 cases. The Honorable Gregory L. Taddonio is the case judge. The Debtors tapped Reed Smith LLP as local counsel; Kirkland & Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment banker; Berkeley Research Group, LLC, as financial advisor; A&G Realty Partners, LLC, as real estate advisor and consultant; and Kurtzman Carson Consultants LLC as claims and notice agent. Counsel to the DIP Term Loan Agent, DIP Term Loan Lenders, Prepetition Term Loan Agent and Term Loan Steering Committee are Scott J. Greenberg, Esq., Michael J. Cohen, Esq., and Jeffrey J. Bresch, Esq., at Jones Day. Counsel to the DIP ABL Agent and the Prepetition ABL Agent are Julia Frost-Davies, Esq., and Amelia C. Joiner, Esq., at Morgan Lewis & Bockius LLP; and James D. Newell, Esq., and Timothy Palmer, Esq., at Buchanan Ingersoll & Rooney PC. The Sponsor Lenders are represented by Simpson Thacher & Bartlett's Elisha D. Graff, Esq. An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed, Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq. Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 23, 2017, appointed seven creditors to serve on the official committee of unsecured creditors. The Committee has tapped Cooley LLP as counsel; and Fox Rothschild LLP as local counsel. SCPD GRAMERCY: MW Capital Buying Project Assets for $110K --------------------------------------------------------- SCPD Gramercy 1 Holding, LLC, and SCPD Gramercy 1, LLC, ask the U.S. Bankruptcy Court for the Southern District of New York to authorize their private sale of project assets consisting of all construction plans, drawings, approvals, permits, reports and other materials concerning the real property located at 327 East 22nd Street, New York, New York, Block 928, Lot 15, in the Gramercy neighborhood of Manhattan, formerly owned by SCPD Gramercy, to MW Capital, LLC for $110,000. A hearing on the Motion is set for Oct. 31, 2017 at 10:00 a.m. Objections, if any, must be filed not later than seven days prior to the hearing date. SCPD Gramercy was formed in 2013 and SCPD Holding was formed in 2014 for the purpose of acquiring, owning, and developing the Real Property. SCPD Gramercy held title to the Property and had been the "operating" entity. SCPD Holding's sole purpose was to hold all of the membership interests in SCPD Gramercy. SCPD Gramercy intended to construct, from the ground-up, a seven-story, eleven unit, luxury, residential condominium building on the Property ("Project"). In furtherance thereof, the Debtors, among other things: (i) obtained signed construction bids for hard and soft costs; (ii) obtained appraisal and environmental reports before the acquisition of the Property, February 2014 and December 2013, respectively, then completed/updated again on April 2016 for both; (iii) obtained a Property Condition Report in February 2014; (iv) completed asbestos removal from building in September 2014 and filed Form ACP21 on Sept. 17, 2014 with the New York City Dept. of Environmental Protection; (v) completed interior demolition in early 2015; (vi) obtained and filed approved plans with Department of Building in June 2015; and (vii) received approved CPS-l from NYS Attorney General's office in May 2015. On the Petition Date, and as a result of a dispute with their pre-Petition Date secured lender, ACM Shelf A, LLC, each of the Debtors filed a voluntary petition for relief under chapter ll of the Bankruptcy Code with the Court and Orders for Relief were entered. On March 20, 2017, the Court confirmed the Debtors' First Amended Joint Chapter 11 Plan of Reorganization, dated Feb. 3, 2017, as modified by way of the Debtors' First Pre-Confirmation Modification of Joint Chapter 11 Plan of Reorganization Pursuant to 11 U.S.C. Section 1127, dated March 10, 2017. The Plan was to be implemented by way of a settlement between the Debtors and ACM, and the distributions contemplated to be made under the Plan were to be funded by, certain equity and construction financing to be obtained by the Debtors The material terms of the settlement between the Debtors and ACM encompassed in the Plan are: a. ACM agreed to accept the sum of $12,600,000 under a confirmed chapter 11 plan in full settlement of its secured claim, provided that said amount was paid within 60 days (plus or minus 14 days to provide for the expiration of the appeal period concerning an Order confirming a chapter 11 plan); b. The sum of $400,000 would be deposited into escrow with the Debtors' counsel within five days to be held pending confirmation of a chapter 11 plan to be proposed by the Debtors' as a good faith deposit with regard to the amounts to be paid to ACM; c. SCPD Gramercy would sign a Deed in Lieu of Foreclosure in favor of ACM which would be held in escrow by ACM's counsel; d. In the event that the Debtors failed to confirm a chapter 11 plan, failed to fully pay $12,600,000 to ACM and/or failed to make the $400,000 good faith deposit as agreed, and said failure was not cured within five business days' written notice to the Debtors' counsel, then the Deed in Lieu of Foreclosure would he released from escrow and ACM could record same. If the $400,000 good faith deposit had been made prior to any uncured default, said amount would be returned to the payor of such fund. e. ACM's secured claim would be fixed in the amount of $12,600,000 under a chapter 11 plan to be proposed by the Debtors and ACM's general unsecured deficiency claim would be fixed in the amount of $1,448,000, provided however that ACM's general unsecured deficiency claim would be for voting purposes only and ACM would waive any distribution under a plan on account thereof; and f. ACM would vote its secured claim and its general unsecured deficiency claim in favor of the plan to be proposed by the Debtors. Pursuant to Orders entered on March 21, 2017, the law firm Pick & Zabicki LLP ("P&Z") was awarded final professional fees and expenses as counsel to the Debtors (through March 16, 2017) in the following amounts: (i) with regard to SCPD Gramercy, a total of $73,731 (i.e., $71,350 in fees and $2,382 in expenses) against which P&Z was holding a retainer of $17,075 leaving a balance payable of $56,6567; and (ii) with regard to SCPD Holding, a total of $63,570 (i.e., $61,288 in fees and $2,309 in expenses) against which P&Z was holding a retainer of $7,075 leaving a balance payable of $56,523 ("Administrative Professional Fees"). The Debtors have filed monthly operating reports for all reporting periods from the Petition Date through August 2017. Upon information and belief, they owe statutory fees to the United States Trustee totaling approximately $3,900 through the third quarter of 2017. Subsequent to the entry of the Confirmation Order, the $400,000 good faith deposit in connection with ACM's secured claim was escrowed in accordance with the Plan. However, the Debtors were not able to consummate or otherwise obtain the Financing needed to satisfy ACM's secured claim within the time required to do so under the Plan. As a result, ACM declared the Debtors' to be in default under the Plan and the "Effective Date" of the Plan never occurred. The Property was deeded to ACM pursuant to the Deed in Lieu of Foreclosure effective May 2, 2017. The Debtor has been advised that, thereafter, ACM sold the Property to the Purchaser; an unrelated good faith purchaser in accordance with this third-party sale, ACM executed and provided to the Purchaser a Deed dated Aug. 30, 2017, conveying title to the Property to the Purchaser. The Debtors were subsequently approached by the Purchaser whom inquired as to whether the Debtors would be interested in selling all construction plans, drawings, approvals, permits, reports and other materials concerning the Property and/or the Project. Arms-length negotiations ensued, with the involvement of independent counsel, as a result of which it was ultimately agreed that the Purchaser would pay the sum of $110,000, plus reasonable expenses up to $1,000, for all of the Debtors' rights, title and interests in and to the Project Assets. The Purchaser's offer for the Project Assets is conditioned on the entry of an Order by the Court approving the proposed sale of the Project Assets, free and clear of all liens, claims and encumbrances, by not later than Oct. 31, 2017. The Debtors are advised that, in connection with its purchase of the Property from ACM, the Purchaser satisfied all obligations that were secured by liens or encumbrances on the Property at the time of said purchase. As such, and with the exception of the statutory fees owed to the United States Trustee and the Administrative Professional Fees, all secured claims and administrative expense claims which were to be afforded treatment under the Plan have been satisfied. The Debtors now want to utilize the proceeds of the sale of the Project Assets to satisfy all statutory fees payable to the United States Trustee as well as the Administrative Professional Fees. The Debtors respectfully ask that they be authorized to distribute the proceeds of the sale of the Project Assets to the United States Trustee on account of any statutory fees (including any statutory fees payable in connection with the disbursement of the proceeds of the sale of the Project Assets) and the remaining balance to P&Z on account of the Administrative Professional Fees. All other administrative expense claims and all secured claims that were to be afforded treatment under the Plan have been satisfied. As such, the statutory fees payable to the United States Trustee and the Administrative Professionals Fees owed to P&Z are next in statutory priority of payment under the Bankruptcy Code. Also, although the Administrative Professional Fees payable by the Debtors to P&Z total $113,178 (not including professional fees and expenses incurred by P&Z as counsel to the Debtors after March 16, 2017), P&Z has agreed to accept the aforementioned proceeds of the sale of the Project Assets in full satisfaction of the Administrative Professional Fees. The Debtors respectfully submit that cause exists for the dismissal of their chapter 11 cases because they no longer own the Property that they were formed for the specific purpose of developing and, as such, there is no business left for the Debtors to reorganize under the Bankruptcy Code. The Effective Date of the Plan did not occur and, as a result, title to the Property was conveyed to ACM. The Project Assets are the Debtors' only remaining property of consequential value; however they are useless to the Debtors without having title to the Property. As such, there is simply no reason for their cases to remain open and, thus, cause exists for the dismissal of their cases. The Debtors further respectfully submit that dismissal, as opposed to conversion to chapter 7, would be in the best interests of creditors. If the proposed sale is approved, there would be no assets of any particular value which could be liquidated by a chapter 7 Trustee for the benefit of creditors. The Purchaser: MW CAPITAL LLC 5404 Bosey Court Richmond, CA 94806 ACM can be reached at: ACM 322 V, INC. 780 Third Ave., 27th Floor New York, NY 10017 About SCPD Gramercy SCPD Gramercy 1, LLC and SCPD Gramercy 1 Holding, LLC are New York limited liability companies formed in 2013 for the purpose of acquiring, owning, and developing certain real property located at 327 East 22nd Street, New York, New York, Block 928, Lot 5, in the Gramercy neighborhood of Manhattan. SCPD Gramercy holds title to the Property and is the operating entity. SCPD Holding's sole purpose is to hold all of the membership interests in SCPD Gramercy. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. N.Y. Case Nos. 16-11886 and 16-11885) on June 30, 2016. The petitions were signed by Arnold Cariaso, authorized sign or on behalf of the manager SC Property Development, LLC. The cases are assigned to Judge Sean H. Lane. At the time of the filing, the Debtors estimated their assets and debt at $0 to $50,000. The Debtors are represented by Douglas J. Pick, Esq., at Pick & Zabicki LLP. On March 20, 2017, the Court confirmed the Debtors' First Amended Joint Chapter 11 Plan of Reorganization. SEADRILL LIMITED: Hires Conyers Dill as Special Bermuda Counsel --------------------------------------------------------------- Seadrill Limited, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Conyers Dill & Pearman Limited, as special Bermuda counsel to the Debtors. The Debtor Seadrill Limited and certain other Debtors each are Bermuda companies. The filing of chapter 11 cases in the United States required the commencement of parallel liquidation proceedings in Bermuda pursuant to the Companies Act 1981 of Bermuda, and the appointment of joint provisional liquidators. Indeed, Seadrill Limited and certain other Debtors have commenced parallel liquidation proceedings in Bermuda and joint provisional liquidators were appointed on September 13, 2017. Moreover, an important aspect of the restructuring term sheet accompanying the Debtors' restructuring support agreement is the treatment of the shares of Seadrill Limited, North Atlantic Drilling Limited, and Sevan Drilling Limited, as well as the commencement of parallel proceedings to implement the transaction steps. The Debtors seek to retain Conyers Dill to advise and represent them on all aspects of Bermuda restructuring and insolvency law. Conyers Dill will be paid at these hourly rates: Attorneys $300-$910 Paraprofessionals $110-$150 A total of $700,000 in retainer was paid in advance by the Debtors to Conyers Dill prior to the Petition Date. As of the Petition Date, Conyers Dill has been paid for all professional services and expenses rendered to the Debtors prior to the Petition Date, and the remaining amount of the Retainer was $326,325.64. In addition, the Firm holds on trust in its client account in favor of Seadrill Limited $154,965.98 as a result of a payment made in relation to a previously issued, but reversed invoice. The funds will be added to the Retainer for an aggregate retainer amount of $481,291.62. Conyers Dill will also be reimbursed for reasonable out-of-pocket expenses incurred. Robin Mayor, director in the Bermuda office of Conyers Dill & Pearman Limited, assured the Court that the firm and its professionals are a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtors; (b) have not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Conyers Dill can be reached at: Robin Mayor, Esq. CONYERS DILL & PEARMAN LIMITED Clarendon House, 2 Church Street Hamilton, HM 11, Bermuda Tel: (441) 295-1422 Fax: (441) 292-4720 About Seadrill Limited Seadrill Limited is a deepwater drilling contractor, providing drilling services to the oil and gas industry. It is incorporated in Bermuda and managed from London. Seadrill and its affiliates own or lease 51 drilling rigs, which represents more than 6% of the world fleet. As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled individuals across 22 countries and five continents to operate their drilling rigs and perform various other corporate functions. As of June 30, 2017, Seadrill had $20.71 billion in total assets, $10.77 billion in total liabilities and $9.94 billion in total equity. Seadrill reported a net loss of US$155 million on US$3.17 billion of total operating revenues for the year ended Dec. 31, 2016, following a net loss of US$635 million on US$4.33 billion of total operating revenues for the year ended in 2015. After reaching terms of a reorganization plan that would restructure $8 billion of funded debt, Seadrill Limited and 85 affiliated debtors each filed a voluntary petition for relief under Chapter 11 (Bankr. S.D. Tex. Lead Case No. 17-60079) on Sept. 12, 2017. Together with the chapter 11 proceedings, Seadrill, North Atlantic Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan") commenced liquidation proceedings in Bermuda to appoint joint provisional liquidators and facilitate recognition and implementation of the transactions contemplated by the RSA and Investment Agreement, and Simon Edel, Alan Bloom and Roy Bailey of Ernst & Young serve as the joint and several provisional liquidators. In the Chapter 11 cases, the Company has engaged Kirkland & Ellis LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor, and Alvarez & Marsal as restructuring advisor. Slaughter and May has been engaged as corporate counsel, and Morgan Stanley served as co-financial advisor during the negotiation of the restructuring agreement. Advokatfirmaet Thommessen AS is serving as Norwegian counsel. Conyers Dill & Pearman is serving as Bermuda counsel. PricewaterhouseCoopers LLP UK, as independent auditor. Prime Clerk is the claims agent and maintains the Web site https://cases.primeclerk.com/seadrill SEADRILL LIMITED: Hires Jackson Walker as Co-Counsel ---------------------------------------------------- Seadrill Limited, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Jackson Walker L.L.P., as co-counsel to the Debtors. Seadrill Limited requires Jackson Walker to: a. provide legal advice and services regarding local rules, practices, and procedures, including Fifth Circuit law; b. provide certain services in connection with administration of the chapter 11 cases, including, without limitation, preparing agendas, hearing notices, and hearing binders of documents and pleadings; c. review and comment on proposed drafts of pleadings to be filed with the Court; d. at the request of the Debtors, appear in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtors as their local and conflicts bankruptcy co-counsel; e. perform all other services assigned by the Debtors to the Firm as co-counsel to the Debtors; and f. provide legal advice and services on any matter on which Kirkland & Ellis LLP and Kirkland & Ellis International LLP may have a conflict, or as needed based on specialization. Jackson Walker will be paid at these hourly rates: Partners $575-$750 Associates $325-$465 Paraprofessionals $175-$265 On September 7, 2017, Jackson Walker received a retainer from the Debtors in the amount of $500,000 for services performed and to be performed in connection with and in contemplation of the filing of the bankruptcy case, of which $75,961 was used for pre-petition services. On the day of the filing, the Firm incurred expenses in the amount of $147,662 and that amount will be included in the first interim fee application filed by the Firm. Jackson Walker will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12-months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Patricia B. Tomasco's rate is $750. Matthew D. Cavenaugh's rate is $575. Jennifer F. Wertz's hourly rate is $465 and Rachel Biblo Block's hourly rate is $345. The rates of other attorneys in the Firm range from $275 to $750 an hour and the paralegal rates range from $175 to $265 an hour. The Firm represented the Debtors during the period immediately before the Petition Date, using the foregoing hourly rates. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes, the Debtors have approved the Firm's budget and staffing plan for the period beginning as of the Petition Date through December 12, 2017. Patricia B. Tomasco, partner of Jackson Walker L.L.P., assured the Court that the firm and its professionals are a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtors; (b) have not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Jackson Walker can be reached at: Patricia B. Tomasco, Esq. JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, TX 77010 Tel: (713) 752-4200 About Seadrill Limited Seadrill Limited is a deepwater drilling contractor, providing drilling services to the oil and gas industry. It is incorporated in Bermuda and managed from London. Seadrill and its affiliates own or lease 51 drilling rigs, which represents more than 6% of the world fleet. As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled individuals across 22 countries and five continents to operate their drilling rigs and perform various other corporate functions. As of June 30, 2017, Seadrill had $20.71 billion in total assets, $10.77 billion in total liabilities and $9.94 billion in total equity. Seadrill reported a net loss of US$155 million on US$3.17 billion of total operating revenues for the year ended Dec. 31, 2016, following a net loss of US$635 million on US$4.33 billion of total operating revenues for the year ended in 2015. After reaching terms of a reorganization plan that would restructure $8 billion of funded debt, Seadrill Limited and 85 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-60079) on Sept. 12, 2017. Together with the chapter 11 proceedings, Seadrill, North Atlantic Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan") are commencing liquidation proceedings in Bermuda to appoint joint provisional liquidators and facilitate recognition and implementation of the transactions contemplated by the RSA and Investment Agreement, and Simon Edel, Alan Bloom and Roy Bailey of Ernst & Young are to act as the joint and several provisional liquidators. In the Chapter 11 cases, the Company has engaged Kirkland & Ellis LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor, and Alvarez & Marsal as restructuring advisor. Slaughter and May has been engaged as corporate counsel, and Morgan Stanley served as co-financial advisor during the negotiation of the restructuring agreement. Advokatfirmaet Thommessen AS is serving as Norwegian counsel. Conyers Dill & Pearman is serving as Bermuda counsel. PricewaterhouseCoopers LLP UK, as independent auditor. Prime Clerk is the claims agent and maintains the Web site https://cases.primeclerk.com/seadrill SEADRILL LIMITED: Hires Thommessen as Special Norwegian Counsel --------------------------------------------------------------- Seadrill Limited, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Advokatfirmeat Thommessen AS, as special Norwegian counsel to the Debtors. Seadrill Limited requires Thommessen to advise and represent the Debtors in all aspects of Norwegian restructuring and insolvency law. Thommessen will be paid at these hourly rates: Attorneys NOK 1,600 - NOK 5,200 ($209-$670) Paraprofessionals NOK 250 - NOK 1,000 ($32-$130) A total of NOK 3,000,000 ($387,000) in retainer was paid in advance by the Debtors prior to the Petition Date to Thommessen. As of the Petition Date, Thommessen has been paid for all professional services and expenses rendered to the Debtors prior to the Petition Date, and the remaining amount of the retainer was NOK 2,387,631 ($308,000). Thommessen will also be reimbursed for reasonable out-of-pocket expenses incurred. Ellen Teresa Heyerdahl, partner in the Norway office of Advokatfirmeat Thommessen AS, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Thommessen can be reached at: Ellen Teresa Heyerdahl, Esq. ADVOKATFIRMEAT THOMMESSEN AS Haakon Viis Gate 10 Postboks 1484 Vika NO-0161 Oslo Tel: +47 23 11 11 11 Fax: +47 23 11 10 10 About Seadrill Limited Seadrill Limited is a deepwater drilling contractor, providing drilling services to the oil and gas industry. It is incorporated in Bermuda and managed from London. Seadrill and its affiliates own or lease 51 drilling rigs, which represents more than 6% of the world fleet. As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled individuals across 22 countries and five continents to operate their drilling rigs and perform various other corporate functions. As of June 30, 2017, Seadrill had $20.71 billion in total assets, $10.77 billion in total liabilities and $9.94 billion in total equity. Seadrill reported a net loss of US$155 million on US$3.17 billion of total operating revenues for the year ended Dec. 31, 2016, following a net loss of US$635 million on US$4.33 billion of total operating revenues for the year ended in 2015. After reaching terms of a reorganization plan that would restructure $8 billion of funded debt, Seadrill Limited and 85 affiliated debtors each filed a voluntary petition for relief under Chapter 11 (Bankr. S.D. Tex. Lead Case No. 17-60079) on Sept. 12, 2017. Together with the chapter 11 proceedings, Seadrill, North Atlantic Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan") commenced liquidation proceedings in Bermuda to appoint joint provisional liquidators and facilitate recognition and implementation of the transactions contemplated by the RSA and Investment Agreement, and Simon Edel, Alan Bloom and Roy Bailey of Ernst & Young serve as the joint and several provisional liquidators. In the Chapter 11 cases, the Company has engaged Kirkland & Ellis LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor, and Alvarez & Marsal as restructuring advisor. Slaughter and May has been engaged as corporate counsel, and Morgan Stanley served as co-financial advisor during the negotiation of the restructuring agreement. Advokatfirmaet Thommessen AS is serving as Norwegian counsel. Conyers Dill & Pearman is serving as Bermuda counsel. PricewaterhouseCoopers LLP UK, as independent auditor. Prime Clerk is the claims agent and maintains the Web site https://cases.primeclerk.com/seadrill SEADRILL LIMITED: Seeks to Hire Ordinary Course Professionals ------------------------------------------------------------- Seadrill Limited, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ professionals in the ordinary course of the Debtors' business. Seadrill Limited require the services of these professionals: Tier 1 Ordinary Course Professionals Name Service ---- ------- Ashurst Australia Legal Aztek Consulting AS Legal Eastham, Watson, Dale & Forney, LLP Legal Fearnley Offshore Valuation/Rig Broker Geoje Taxpayers Association Accounting/Finance/Tax Haynes And Boone CDG, LLP Legal Locke, Lord Bissell& Liddel LLP Legal Seward and Kissel LLP Legal Shearman & Sterling Legal Afridi & Angell Legal Consultants Local Counsel Al Bassam Certified Public Accountants And Consultants Accounting/Finance/Tax Al Jubairi Law Firm Legal Ali Budiardjo, Nugroho, Reksodiputro Local Counsel Allen & Gledhill LLP Legal Arifa Corporate Services, Inc Local Counsel Ascension Consulting Services Tax Aztek Consulting AS Legal Baker & Hostetler LLP Legal Baker & Mckenzie LLP Legal Baker & Mckenzie Ltd Legal Barbosa, Mussnich E Aragao- Advogados Legal Barreto Advogados & Consultores Associados Legal Bdo China Shu Lun Pan Certified Public Accountants LLP Shenzhen Branch Accounting/Finance/Tax Bedoya Goyes Abogados Sa Legal Bell Pottinger LLP PR/Crisis Management Benson Buffett Plc Legal Berwin Leighton Paisner LLP Legal Bettencourt Tax Advisors Llc Accounting/Finance/Tax Bewith Angola Lda Business Consulting Bugge, Arentz-Hansen & Rasmussen Advokaforening Legal Burness Paull & Williamsons LLP Legal Ccw Partnership Local Counsel Cjsc "Alrud" Local Counsel Cms Cameron Mckenna LLP Local Counsel Cogan & Partners LLP Legal Contatos Contabilidade Ltda - Epp Accounting/Finance/Tax Cuatrecasas, Goncalves Pereira LLP Local Counsel Dar Al-Noha Law Firm Legal Davidson & Co. Legal Consultants Legal Dechert LLP Legal Deloitte & Touche Al Wazzan & Co. Accounting/Finance/Tax Deloitte & Touche Bakrabdul Khair & Co Accounting/Finance/Tax Deloitte & Touche LLP Accounting/Finance/Tax Deloitte (Namibia) Tax D'empaire Reyna Abogados Local Counsel Domingues E Pinho Contadores Ltda. Accounting/Finance/Tax Dun & Bradstreet, Inc. Accounting/Finance/Tax Dwf LLP Legal Eastham, Watson, Dale & Forney, LLP Legal Ensafrica (Mauritius) Local Counsel Eversheds LLP Legal Eversheds LLP (Uae) Legal Fearnley Offshore Pte Ltd Valuation FFA Ernst & Young Accounting/Finance/Tax Fragomen, Del Rey, Bernsen & Lowey, LLP Legal Gardere Wynne Sewell LLP Legal Garza Tello & Asociados, S.C. Legal Halbouti E Kerr Pinheiro Advogados Associados Legal Haynes And Boone, LLP Legal Hogan Lovells Bstl, S.C. Local Counsel Holman Fenwick Willan Middle East LLP Legal Holman Fenwick Willan Singapore LLP Legal Hughes Arrell Kinchen LLP Legal Ince & Co Singapore LLP Legal Infis Consultoria Ltda Me Accounting/Finance/Tax Irg Advisors LLP Business Consulting Jones Day Legal Junhe LLP Local Counsel Kasznar Leonardos Advogados Legal Kim Chang & Lee Local Counsel Kimathi Partners Legal KPMG (Australia) Accounting/Finance/Tax KPMG (Ghana) Accounting/Finance/Tax KPMG Advisory (China) Limited Shenzhen Branch Accounting/Finance/Tax KPMG AS Accounting/Finance/Tax KPMG International Accounting/Finance/Tax KPMG Law Advokatfirma AS Accounting/Finance/Tax KPMG Phoomchai Tax Ltd. Accounting/Finance/Tax KPMG Professional Services/KPMG Advisory Services Accounting/Finance/Tax KPMG Tax AS Accounting/Finance/Tax KPMG Tax Limited Accounting/Finance/Tax KPMG Tax Services Sdn Bhd Accounting/Finance/Tax Lara, Marambio & Asociados Accounting/Finance/Tax Law Firm Of Dr. Mujahid Al-Sawwaf Local Counsel Loyens & Loeff Nv Local Counsel Luiz Leonardos & Advogados Legal Mancera, S.C. Accounting/Finance/Tax Mark A. Childers Legal Mckinney, Bancroft & Hughes Local Counsel Miranda Alliance Stp, S.A Legal Moore Stephens LLP Accounting/Finance/Tax Najvar & Najvar, CPAs Expat Tax Consulting Nunez Rodriguez Abogados, S.C. Legal Ogletree, Deakins, Nash, Smoak & Stewart Legal P. Kaimakliotis & Partners Llc Local Counsel Pistis Partners LLP Legal Price Sanond Prabhas & Wynne Ltd Legal PricewaterhouseCoopers LLP Accounting/Finance/Tax PricewaterhouseCoopers Malaysia Accounting/Finance/Tax PricewaterhouseCoopers Angola Limitada Accounting/Finance/Tax PricewaterhouseCoopers AS Accounting/Finance/Tax PricewaterhouseCoopers Dubai Accounting/Finance/Tax PricewaterhouseCoopers Accounting/Finance/Tax PricewaterhouseCoopers Konyvvizsgalo Kft. Accounting/Finance/Tax Pt. KPMG Advisory Indonesia Accounting/Finance/Tax Rajah & Tann (Thailand) Limited Local Counsel Rajah & Tann LCT Lawyers Local Counsel Rajah & Tann Singapore LLP Local Counsel Resor N.V Legal Sanson Advogados Legal Schonherr Rechtsanwalte Gmbh Legal Seward and Kissel LLP Legal Shearman & Sterling (London) LLP Legal Sjl Jimenez Lunz Legal Souza,Cescon,Barrieu E Flesch Sociedade De Advogados Local Counsel Stephenson Harwood LLP Legal Steptoe & Johnson Legal Stewart Mckelvey Local Counsel Stork & May LLP Business Consulting Szabo Kelemen & Partners Attorneys Local Counsel Trench, Rossi E Watanabe Advogados Legal Vieira De Almeida & Associados, Sociedade De Advogados, R.L Local Counsel Vieira, Rezende, Barbosa E Guerreiro Advogados S/C Legal Von Wobeser & Sierra Sc Legal Watson, Farley & Williams LLP Local Counsel Wilson, Elser, Moskowitz, Edelman & Dicker LLP Legal Winter Scott LLP Legal Xavier, Duque Estrada, Emery, Denardi Advogados Legal Zaid Ibrahim & Co Local Counsel To the best of the Debtors' knowledge, the firms are a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtors; (b) have not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. About Seadrill Limited Seadrill Limited is a deepwater drilling contractor, providing drilling services to the oil and gas industry. It is incorporated in Bermuda and managed from London. Seadrill and its affiliates own or lease 51 drilling rigs, which represents more than 6% of the world fleet. As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled individuals across 22 countries and five continents to operate their drilling rigs and perform various other corporate functions. As of June 30, 2017, Seadrill had $20.71 billion in total assets, $10.77 billion in total liabilities and $9.94 billion in total equity. Seadrill reported a net loss of US$155 million on US$3.17 billion of total operating revenues for the year ended Dec. 31, 2016, following a net loss of US$635 million on US$4.33 billion of total operating revenues for the year ended in 2015. After reaching terms of a reorganization plan that would restructure $8 billion of funded debt, Seadrill Limited and 85 affiliated debtors each filed a voluntary petition for relief under Chapter 11 (Bankr. S.D. Tex. Lead Case No. 17-60079) on Sept. 12, 2017. Together with the chapter 11 proceedings, Seadrill, North Atlantic Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan") commenced liquidation proceedings in Bermuda to appoint joint provisional liquidators and facilitate recognition and implementation of the transactions contemplated by the RSA and Investment Agreement, and Simon Edel, Alan Bloom and Roy Bailey of Ernst & Young serve as the joint and several provisional liquidators. In the Chapter 11 cases, the Company has engaged Kirkland & Ellis LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor, and Alvarez & Marsal as restructuring advisor. Slaughter and May has been engaged as corporate counsel, and Morgan Stanley served as co-financial advisor during the negotiation of the restructuring agreement. Advokatfirmaet Thommessen AS is serving as Norwegian counsel. Conyers Dill & Pearman is serving as Bermuda counsel. PricewaterhouseCoopers LLP UK, as independent auditor. Prime Clerk is the claims agent and maintains the Web site https://cases.primeclerk.com/seadrill SEANERGY MARITIME: Vessel Refinancing Results in $11.4-M Gain ------------------------------------------------------------- Seanergy Maritime Holdings Corp. disclosed the closing of its early termination of a credit facility of one of its Capesize vessels and successful refinancing with a new senior secured credit facility. The outstanding balance of the prior senior secured credit facility was $35.4 million, which was settled under an early termination agreement with the lender for $24.0 million. The settlement resulted into a $11.4 million gain and equity accretion for the Company that will be recorded on its financial results for the third quarter and nine months ended Sept. 30, 2017. Stamatis Tsantanis, the Company's chairman & chief executive officer, stated: "The closing of the previously announced refinancing is a further positive step forward for Seanergy. This series of transactions has resulted in an $11.4 million equity accretion for our shareholders which represents the unlocking of value equal to approximately 25% of our current market value. We will continue to look for opportunities in the market to execute on." The settlement amount of $24.0 million was funded by a new senior secured credit facility from a European bank and from financing arrangements with a company affiliated with the Company's sponsor. The Company's pro-forma equity and total capitalization, taking into effect the settlement of the $35.4 million secured loan facility, are estimated to be $46.1 million and $267.1 million, respectively. Convertible Promissory Notes On Sept. 27, 2017, the Company also issued a $13.75 million convertible promissory note to Jelco Delta Holding Corp. The Jelco Note is repayable by two consecutive annual installments of $1.375 million with the first installment occurring 24 months after the drawdown date, and a balloon payment of $11.0 million four years after the drawdown date. The Jelco Note bears quarterly interest at three-month LIBOR plus a margin of 5%. At Jelco's option, the whole or any part of the principal amount under the Jelco Note may be paid at any time in common shares at a conversion price of $0.90 per share. The conversion price was determined and approved by a special committee of independent directors of the Company's Board of Directors, as well as by the Board of Directors itself. The special committee of independent directors of the Company's Board of Directors and our Board of Directors obtained a valuation report from an independent third party financial advisor for the conversion price. Jelco also received customary registration rights with respect to all shares it beneficially owns, including any shares received upon conversion of the Jelco Note. The Jelco Note is secured by the following cross collaterals: second preferred mortgages over the Championship and Partnership, second priority general assignments covering earnings, insurances and requisition compensation over each vessel, guarantees from our vessel-owning subsidiaries, and a guarantee from its wholly-owned subsidiary, Emperor Holding Ltd. Of the $13.75 million drawn down under the Jelco Note, $4.75 million was used to make a mandatory prepayment under the Jelco Loan Facility. On Sept. 27, 2017, the Company also entered into a ninth amendment to the $21.165 million revolving convertible promissory note dated Sept. 7, 2015, and on Sept. 18, 2017, the Company entered into a second amendment to the $4.0 million convertible promissory note dated March 12, 2015, each note previously issued to Jelco. The Ninth Amendment changed the reduction date of the applicable limit so that the applicable limit of the note is now reduced by $3.3 million in the third quarter of 2019 (four years from the drawdown date) and the remaining balance of the note of $17.865 million is payable at maturity in the third quarter of 2020 (five years from the drawdown date). The Second Amendment amended the repayment schedule so that the note is repayable in four installments so that the first be repaid six months after the delivery date of the Vessel to the ship owning company and the other three installments semi-annually commencing four years after delivery date of the Vessel (in the first quarter of 2019), and a balloon payment of $3.2 million payable at maturity in the first quarter of 2020. As amended by the Second Amendment and the Ninth Amendment, these two notes are also secured by a corporate guarantee offered by the Company's wholly-owned subsidiary, Emperor Holding Ltd. About Seanergy Maritime Greece-based Seanergy Maritime Holdings Corp. -- http://www.seanergymaritime.com/-- is an international shipping company that provides marine dry bulk transportation services through the ownership and operation of dry bulk vessels. Founded in 2008, the Company currently owns a modern fleet of eleven dry bulk carriers, consisting of nine Capesizes and two Supramaxes, with a combined cargo-carrying capacity of approximately 1,682,582 dwt and an average fleet age of about 8.4 years. The Company is incorporated in the Marshall Islands with executive offices in Athens, Greece and an office in Hong Kong. The Company's common shares and class A warrants trade on the Nasdaq Capital Market under the symbols "SHIP" and "SHIPW", respectively. Seanergy incurred a net loss of US$24.62 million in 2016 following a net loss of US$8.95 million in 2015. For the three months ended March 31, 2017, Seanergy reported a net loss of US$6.28 million. As of June 30, 2017, Seaneargy had US$280.24 million in total assets, US$255.92 million in total liabilities and US$24.31 million in total stockholders' equity. SEARS CANADA: CCAA Stay Period Extended to Nov. 7 ------------------------------------------------- The Honourable Mr. Justice Hainey of the Ontario Superior Court of Justice (Commercial List) on Oct. 4, 2017, granted Sears Canada Inc. an order extending until Nov. 7, 2017, the stay period under the Companies' Creditors Arrangement Act. During the stay period, Sears Canada said it is continuing to operate its retail stores and website at sears.ca, featuring new Fall and Holiday apparel, accessories and home fashions as it continues its restructuring efforts and continues to serve Canadians with great quality products at outstanding prices. The Court also approved transactions in respect of 11 of Sears Canada's leased retail store locations, one leased fulfillment centre, one of its owned properties, and two going-concern transactions for certain business sections of the Company. The Court ordered that each landlord will be advised by no later than two business days after the selection of a successful bid(s) (including a liquidation bid) relating to such landlord's lease(s), and in any event no later than Oct. 13, 2017, which of its lease(s) are included in such successful bid(s). The Ontario Court approved: -- the lease surrender and resiliation transaction contemplated by a Lease Surrender Agreement between Sears Canada Inc., as Tenant, and CF/Realty Holdings Inc. and Ontrea Inc. as landlords dated Sept. 27,2017. -- the sale of the businesses of Sears Canada known as Sears Oil Services, Sears Heating and Cooling and Sears Duct Cleaning Services (the "Sears Home Improvements Business"), together with certain ancillary assets contemplated by an Asset Purchase Agreement between Sears Canada Inc. (the "Seller"), as vendor, and Confort Expert Inc. (the "Purchaser") as purchaser dated September 28, 2017, as amended (the "APA"). -- the assignment of certain contracts to the Buyer as contemplated by the Asset Purchase Agreement between Sears Canada Inc., as seller, and Confort Expert Inc., as buyer, dated Sept. 28, 2017, with respect to the Sears Home Improvements Business. -- the sale transaction contemplated by an Asset Purchase Agreement between S.L.H. Transport Inc., Sears Canada Inc. and 168886 Canada Inc., as vendors, and 8507597 Canada Inc., as purchaser, made as of Sept. 29, 2017. -- the lease surrender and resiliation transaction contemplated by a Lease Surrender Agreement between Sears Canada, as Tenant, and Fairmall Leaseholds Inc. and Fairview Pointe-Claile Leaseholds Inc. as Landlords dated Sept. 27, 2017; -- the sale transaction contemplated by an Asset Purchase Agreement between Corbeil Electrique Inc. as Seller, Am-Cam Electromenagers Inc. as Buyer, Distinctive Appliances Inc. as Guarantor and Sears Canada as intervenor, dated Oct. 1, 2017; -- the sale of lands and buildings located at2311 McPhillips Street, together with certain ancillary assets, with respect to Garden City Mall Winnipeg (Store No. 1424) contemplated by a Further Amended Agreement of Purchase and Sale between Sears Canada Inc., as vendor, and 1562903 Ontario Limited as purchaser dated Sept. 27, 2017; -- the lease transfer contemplated by a Lease Transfer Agreement between Sears Canada, as Assignor, and Indigo Books & Music Inc. as Assignee dated Sept. 28, 2017; -- the lease transfer contemplated by a Lease Surrender Agreement between Sears Canada Inc., as Tenant, and Shape Brentwood Limited Partnership, Brentwood Towncentre Limited Partnership and 0862223 B.C. Ltd., as landlord, dated Sept. 20, 2017 (the "LSA") and certain related relief; -- the lease transfer contemplated by a Lease Surrender Agreement between Sears Canada Inc., as Tenant, and Shape Properties (Nanaimo) Corp., NNTC Equities Inc. and 1854 Holdings Ltd., as landlord dated Sept. 20, 2017 (the "LSA") and certain related relief, and -- the amendment of the lease contemplated by a Lease Amending Agreement between Sears Canada Inc., as Tenant, and Crornbie Developments Limited as Landlord dated Sept. 25, 2017; -- approving the lease surrender and resiliation contemplated by a Lease Surrender Agreement between Sears Canada Inc., as Tenant, and Orchard Park Shopping Centre Holdings Inc. as Landlord dated Sept. 22, 2017; -- the lease surrender and resiliation contemplated by a Lease Surrender Agreement between Sears Canada, as Tenant, and Orchard Park Shopping Centre Holdings Inc., as landlord, dated Sept. 22, 2017; -- the lease termination with respect to Oakville Place Mall Store # 1321, contemplated by a Lease Termination Agreement between Sears Canada, as Tenant, and RioCan Holdings (Oakville Place) Inc. as landlord dated as of Sept. 27,2017; and -- approving the lease surrender and resiliation with respect to Scarborough Town Centre, Store #1308, contemplated by a Lease Surrender Agreement between Sears Canada Inc., as Tenant, and Scarborough Town Centre Holdings Inc. as Landlord dated Sept. 27, 2017. About Sears Canada Sears Canada Inc. is an independent Canadian digital and store-based retailer and technology company whose head office is based in Toronto. Sears Canada's unique brand format offers premium quality Sears Label products, designed and sourced by Sears Canada, and of-the-moment fashion and home decor from designer labels in The Cut @ Sears. Sears Canada also has a top ranked appliance and mattress business in Canada. Sears Canada is undergoing a reinvention, including new customer experiences at every touchpoint, a new e-commerce platform, new store concepts, and a new set of customer service principles designed to deliver WOW experiences to customers. Information can be found at sears.ca/reinvention. Sears Canada operates as a separate entity from its U.S.-based co-founder, now known as Sears Holdings Corp. based in Illinois. The Company's balance sheet as of April 29, 2017, showed total assets of C$1.187 billion against total liabilities of C$1.107 billion. Amid mounting losses and liquidity constraints Sears Canada and certain of its subsidiaries on June 22, 2017, applied to the Ontario Superior Court of Justice (Commercial List) for protection under the Companies' Creditors Arrangement Act ("CCAA"), in order to continue to restructure its business. Sears Canada and its subsidiaries on June 22, 2017, were granted an order (the "Initial Order") under the Companies' Creditors Arrangement Act (the "CCAA"). Pursuant to the Initial Order, FTI Consulting has been appointed Monitor. Sears Canada and certain of its subsidiaries have obtained orders from the Ontario Superior Court of Justice (Commercial List) extending the stay period provided by the Initial Order to Nov. 7, 2017, under the CCAA. The Company has engaged BMO Capital Markets, as financial advisor, and Osler, Hoskin & Harcourt LLP, as legal advisor. The Board of Directors and the Special Committee of the Board of Directors of the Company has retained Bennett Jones LLP, as legal advisor. FTI Consulting is the CCAA Court-appointed monitor. The Monitor tapped Norton Rose Fulbright Canada LLP as counsel. SEARS HOLDINGS: Borrows Additional $100 Million from Lenders ------------------------------------------------------------ Sears Holdings Corporation, through Sears, Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC, Kmart Corporation, SHC Desert Springs, LLC, Innovel Solutions, Inc., Sears Holdings Management Corporation, Maxserv, Inc. and Troy Coolidge No. 13, LLC, entities wholly-owned and controlled, directly or indirectly by the Company, entered into an Amended and Restated Loan Agreement, which amended and restated its Loan Agreement, dated as of Jan. 3, 2017, with JPP, LLC and JPP II, LLC. Pursuant to the Amended and Restated Loan Agreement, the Borrowers borrowed an additional $100 million from the Lenders. After giving effect to the Initial Incremental Loan, the aggregate principal amount outstanding under the Amended and Restated Loan Agreement was $499.4 million. Mr. Edward S. Lampert, the Company's chief executive officer and chairman, is the sole stockholder, chief executive officer and director of ESL Investments, Inc., which controls JPP, LLC and JPP II, LLC. Subject to the satisfaction of certain conditions, including pledging additional properties or other assets as collateral, up to an additional $100 million may be drawn by the Company prior to Dec. 1, 2017. The Incremental Loans mature on April 3, 2018. The original loans under the Amended and Restated Loan Agreement continue to mature on July 20, 2020. The Company expects to use the proceeds of the Incremental Loans for general corporate purposes. The Incremental Loans will have an annual interest rate of 11%, with accrued interest payable monthly. No upfront or funding fees will be paid in connection with the Incremental Loans. As with the existing loans under the Amended and Restated Loan Agreement, the Initial Incremental Loan is guaranteed by the Company and is currently secured by a first priority lien on 61 real properties owned by the Borrowers. The Amended and Restated Loan Agreement includes certain representations and warranties, indemnities and covenants, including with respect to the condition and maintenance of the real property collateral. The Amended and Restated Loan Agreement has certain events of default, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, and bankruptcy or insolvency proceedings. If there is an event of default, the Lenders may declare all or any portion of the outstanding indebtedness to be immediately due and payable, exercise any rights they might have under the Amended and Restated Loan Agreement and related documents (including against the collateral), and require the Borrowers to pay a default interest rate equal to the greater of (i) 2.5% in excess of the base interest rate and (ii) the prime rate plus 1%. The Amended and Restated Loan Agreement permits the Lenders to syndicate or participate all or a portion of the outstanding loans, and the Lenders have advised the Borrowers that they are amenable to syndicating all or a portion of the Incremental Loans to third parties on the same terms. The Amended and Restated Loan Agreement is available for free at: https://is.gd/to2CNO About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full-line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $2.22 billion on $22.13 billion of revenues for the fiscal year 2016, compared to a net loss of $1.12 billion on $25.14 billion of revenues for the fiscal year 2015. As of July 31, 2017, Sears Holdings had $8.35 billion in total assets, $12 billion in total liabilities and a total deficit of $3.65 billion. * * * In January 2017, Fitch Ratings affirmed the Long-term Issuer Default Ratings (IDR) on Sears Holdings and its various subsidiary entities at 'CC'. In December 2016, that S&P Global Ratings affirmed its ratings, including the 'CCC+' corporate credit rating, on Sears Holdings Corp. "We revised our assessment of Sears' liquidity to less than adequate from adequate based on the impact of continued and meaningful cash use and constraints on contractually committed liquidity from cash use and incremental secured funded borrowings," said credit analyst Robert Schulz. "We do not incorporate any significant prospective asset sales or execution of strategic alternatives for legacy hardline brands into our assessment of committed liquidity." In January 2017, Moody's Investors Service downgraded Sears Holdings' corporate family rating to 'Caa2' from 'Caa1'. Moody's said Sears' 'Caa2' rating reflects the company's sizable operating losses - Domestic Adjusted EBITDA was a loss of $884 million in the latest 12 month period. SED INTERNATIONAL: Wants Plan Filing Deadline Moved to March 9 -------------------------------------------------------------- SED International Holdings, Inc., and SED International, Inc., ask the U.S. Bankruptcy Court for the Northern District of Georgia to extend the exclusive periods in which Debtors can file one or more Chapter 11 plan(s) through and including March 9, 2018, and the time to solicit acceptance thereto through and including May 8, 2018. As reported by the Troubled Company Reporter on Aug. 21, 2017, the Court previously extended the Debtors' exclusive periods for filing a plan and soliciting acceptances to the plan, to Oct. 4, 2017, and Dec. 5, 2017, respectively. This is the Debtor's second motion requesting for an extension of the exclusive periods. The Debtors are investigating the possibility of monetizing tax attributes which, if realizable, could impact the structure and terms of any plan of reorganization that may be proposed by the Debtors. Accordingly, the Debtors need more time to determine the best course of action to propose one or more Chapter 11 plan(s). Thus, cause exists to extend the deadlines for filing one or more Chapter 11 plan(s) and soliciting acceptances thereto through and including March 9, 2018, and May 8, 2018, respectively. About SED International Founded in 1980, SED International Holdings, Inc., is a multinational, preferred distributor of leading computer technology, consumer electronics, and small appliance products. The company also offers custom-tailored supply chain management services ideally suited to meet the priorities and distribution requirements of the e-commerce, business-to-business and business-to-consumer markets. Headquartered near Atlanta, Georgia with business operations in California; Florida; Georgia; Bogota, Colombia and Buenos Aires, Argentina, SED serves a customer base of over 10,000 channel partners and retailers in the United States, Latin America, and Caribbean. On Feb. 24, 2016, Hill, Kertscher & Wharton, LLC, filed an involuntary petition for relief under Chapter 7 of the Bankruptcy Code against SED International Holdings. Alan Rothman joined in the involuntary petition on March 31, 2016, and Brother International Corp. on April 6, 2016. The court on Sept. 14, 2016, converted the Chapter 7 case to one under Chapter 11 (Bankr. N.D. Ga. Case No. 16-53376). Based in Lawrenceville, Georgia, SED International, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 16-66019) on Sept. 9, 2016, listing under $1 million in total assets and between $10 million to $50 million in liabilities. The petition was signed by Sham Gad, its CEO. The Debtors' cases are being jointly administered under Case No. 16-53376. No official committee of unsecured creditors, trustee or examiner has been appointed in the cases. Robert J. Williamson, Esq., and Ashley Reynolds Ray, Esq., at Scroggins & Williamson P.C., serve as the Debtors' counsel. Finley, Colmer and Company was tapped by the Debtors to provide interim management services. Heritage & FB Consultant Group S.A.S. is the investment banker. SEMLER SCIENTIFIC: Stockholders Elect Sole Class II Director ------------------------------------------------------------ Semler Scientific, Inc., held its annual meeting of stockholders on Oct. 3, 2017, at which the Company's stockholders elected Arthur "Abbie" Leibowitz, M.D., F.A.A.P. to serve as the sole Class II director on the Company's Board of Directors until the Company's 2020 Annual Meeting of Stockholders or until his successor has been duly elected and qualified. The stockholders also ratified the selection by the Audit Committee of the Board of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2017. About Semler Scientific Semler Scientific, Inc. -- http://www.semlercientific.com/-- provides diagnostic and testing services to healthcare insurers and physician groups. The Portland, Oregon-based Company develops, manufactures and markets proprietary products and services that assist healthcare providers in evaluating and treating chronic diseases. Semler Scientific reported a net loss of $2.55 million on $7.43 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $8.50 million on $7 million of total revenue for the year ended Dec. 31, 2015. As of June 30, 2017, Semler had $3.15 million in total assets, $6.79 million in total liabilities and a total stockholders' deficit of $3.63 million BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has negative working capital, a stockholders' deficit, recurring losses from operations and expects continuing future losses that raise substantial doubt about its ability to continue as a going concern. SHEET METAL AIR: Hires John Leeper as Special Tax Counsel --------------------------------------------------------- Sheet Metal Air Plus Co., LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ John Leeper, Esq., as special tax counsel to the Debtor. Sheet Metal Air requires John Leeper to represent the Debtor in the audit determination under administrative review regarding its sales tax audit. John Leeper will be paid at the hourly rate of $300. The firm will be paid a retainer in the amount of $2,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. John Leeper, Esq., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. John Leeper can be reached at: John Leeper, Esq. 801 El Paso St., Suite 225 El Paso, TX 79902 Tel: (915) 532-3447 About Sheet Metal Air Plus Co., LLC Sheet Metal Air Plus Co., LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-31270) on Aug. 10, 2017. The petition was signed by its sole member, Alberto Ortiz. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities between $100,000 and $500,000. Judge H. Christopher Mott presides over the case. The Debtor is represented by E.P. Bud Kirk, Esq., as legal counsel. The Debtor hires John Leeper, Esq., as special tax counsel. SHIRAZ HOLDINGS: Hires Miles Goldstein as Real Estate Broker ------------------------------------------------------------ Shiraz Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Miles Goldstein Real Estate, LLC, as real estate broker to the Debtor. Shiraz Holdings requires Miles Goldstein to assist in the lease or sale of certain of the Debtor's property located in Palm Beach County, Florida with an addresses of 920 Iris Drive, Delray Beach, Florida 33483, described as Tropic Isle 3 rd Section LT 390. Miles Goldstein will be paid a commission of 6% of the purchase price. Alexander Goldstein, member of Miles Goldstein Real Estate, 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. Miles Goldstein can be reached at: Alexander Goldstein MILES GOLDSTEIN REAL ESTATE, LLC 2739 Hollywood Boulevard Hollywood, FL 33020 Tel: (305) 336-6959 E-mail: AG@MilesGoldstein.com About Shiraz Holdings, LLC Shiraz Holdings, LLC, based in Delray Beach, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-17968) on June 26, 2017. The Hon. Paul G. Hyman, Jr. presides over the case. Thomas M. Messana, Esq., at Messana, P.A., serves as bankruptcy counsel. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Jordan A. Satary, managing member. SHOOT THE MOON: Ch. 11 Trustee Hires Cotner as Special Counsel -------------------------------------------------------------- Jeremiah Foster, the Chapter 11 Trustee of Shoot The Moon, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Montana to employ Cotner Law, PLLC, as special counsel to the Trustee. The Trustee requires Cotner to investigate and, pursue claims against third parties on behalf of the Debtors involving claims such as Preferential Transfers, Fraudulent Transfers, Director and Officer Negligence or Wrongful Conduct, Recovery Assets of the Estate, Professional Negligence, and Usury Claims. Cotner will be paid a contingency fees as follows: a. 25% of all gross sums or property value recovered through settlement memorialized in wiring on or before the 60th day after filing an action on the claim; b. 33.33% of all gross sums or property value recovered through settlement or judgment for the benefit of the Debtor after a claim has been pending for 60 days; c. 40% of all gross sums or property value recovered for the benefit of the client if the settlement or judgment is obtained on or after a period commencing 45 days prior to the scheduled trial or later; and d. 45% of the gross sums or property value recovered for the benefit of the client after an appeal is filed by either party. Cotner will also be reimbursed for reasonable out-of-pocket expenses incurred. David B. Cotner, partner of Cotner Law, 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. Cotner can be reached at: David B. Cotner, Esq. COTNER LAW, PLLC 2700 Radio Way Missoula, MT 59808 Tel: (406) 541-1111 About Shoot The Moon, LLC Shoot The Moon, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Mont. Case No. 15-60979) on Oct. 21, 2015. Gary S. Deschenes, Esq., at Deschenes & Associates, serves as the Debtor's bankruptcy counsel. Prior to the Petition Date, the Debtor -- through approximately 19 separate entities -- operated 11 Chili's restaurants, 3 On the Border restaurants, and two Moonshine Grill restaurants in the states of Idaho, Montana, and Washington. In a stipulation filed Oct. 26, 2015, the Debtor, the United States Trustee and five creditors agreed that "the spirit and intent of 11 U.S.C. Sec. 1104(a)(2) w[ould] be served if the Court order[ed] the appointment of a Chapter 11 Trustee." The Court conditionally approved the appointment of Jeremiah Foster as Trustee on Oct. 28, 2015, and thereafter appointed Mr. Foster as Trustee without condition on Nov. 5, 2015. The Trustee hired Cotner Law, PLLC, as special counsel. SOCO REAL ESTATE: Proposed Sale of Austin Property for $1.5M Denied ------------------------------------------------------------------- Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas denied SOCO Real Estate, LLC's proposed sale of real property located at 808 Avondale Road, Austin, Texas for $1,500,000, subject to higher and better offers. The Debtor owns and maintains the Property. About SOCO Real Estate Based in Austin, Texas, SOCO Real Estate, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-10393) on April 4, 2017. The petition was signed by Gerald McMillan, managing member. At the time of the filing, the Debtor estimated its assets and debt at $1 million to $10 million. Mark A. Castillo, Esq., and Bryan C. Assink, Esq., at Curtis | Castillo PC, serve as counsel to the Debtor. SOUTHERN TV: Sale of TV Licenses to Winemiller for $1.2M Approved ----------------------------------------------------------------- Judge Edward J. Coleman, III of the U.S. Bankruptcy Court for the Southern District of Georgia (Savannah) authorized Southern TV Corp.'s sale of licenses for WGSA Channel 35, Savannah, Georgia (License #BLCDT-20071120AJC; Facility ID #69446); W32BJ Channel 32 Beaufort, South Carolina (License #BLTT-19970401JB; Facility ID #69449); and W41CR Channel 41 Hinesville, Georgia (License #BLTTL-20060605AAA; Facility ID #69450) together with station call signs issued by the Federal Communication Commission and rights, permits, and authorizations issued by any governmental or regulatory agency, to Jeffrey C. Winemiller for $1.2 million. A hearing on the Motion was held on Sept. 21, 2017. A public auction of the Purchased Assets was conducted. There were four prospective bidders at the Auction. Two prospective bidders, the Buyer of 1011 Jonte Drive, Manning South Carolina (Bidder #1), and the Christian Television Network, represented by Robert D'Andrea (Bidder #4) placed bids. The sale is free and clear of liens, claims and encumbrances. The Buyer will immediately pay an earnest money deposit of $120,000 into the trust account of Fletcher, Heald & Hildreth, PLC to be applied against the Purchase Price at the closing to be held at the offices of Fletcher, Heald & Hildreth, PLC. Within five business days of the Auction, the Buyer will provide Debtor with an Asset Purchase Agreement. Notwithstanding any other provision in the Sale Motion or Order, no assignment of any rights and/or interests of the Debtor in any license issued by the FCC will take place prior to the issuance of FCC regulatory approval for such assignment pursuant to the Communications Act of 1934, as amended and the rules and regulations promulgated thereunder. The FCC's rights and powers to take any action pursuant to its regulatory authority, including, but not limited to, imposing any regulatory conditions on such assignments and setting any regulatory fines or forfeitures, are fully preserved, and nothing herein will proscribe or constrain the FCC's exercise of such power or authority to the extent provided by law. In the event FCC regulatory approval is denied for reasons not attributable to the Buyer, the Buyer's earnest money deposit of $120,000 will be refund within 20 days from notification that FCC regulatory approval will not be issued. About Southern TV Savannah, Georgia-based Southern TV Corp., doing business as WGSA Channel 35, sought Chapter 11 protection (Bankr. S.D. Ga. Case No. 17-40134) on Jan. 27, 2017. Judge Edward J. Coleman, III is assigned to the case. The petition was signed by Dan L. Johnson, CEO. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped James L Drake, Jr., Esq., at James L. Drake, Jr. P.C. as counsel. Davina Sashkin of Fletcher, Heald & Hildreth, PLC, was appointed as special counsel to assist the Debtor in FCC licensing and regulatory matters on April 4, 2017. * * * The Debtor's business ceased operations on April 22, 2017. SPI ENERGY: Appointed Lu Qing as Director ----------------------------------------- SPI Energy Co., Ltd., had appointed Ms. Lu Qing to its Board of Directors to replace Mr. Jeffrey Yunan Ren, who resigned as director of the Company on May 16, 2017. In addition Ms. Lu Qing has also been appointed by the board of directors of the Company to audit committee, compensation committee and nominating and corporate governance committee. Ms. Lu Qing is currently chief operating officer of WisePublic Asset Management Limited, where she manages daily operations, and acts as the special consultant to Peking Certified Public Accountants. Ms. Lu Qing has qualified experience in the finance, accounting, tax and legal fields. She served the head of internal audit of China Regenerative Medicine International Limited (8158 HK) from January 2013 to October 2015. Ms. Lu Qing also served as financial controller of mainland China at Sing Tao News Corporation Limited (1105 HK) from May 2005 to May 2008. From February 1992 to March 2002, Ms. Lu Qing served as one of the major business partners and vice general manager at Peking Certified Public Accountants. Ms. Lu Qing received bachelor's degree in economics, major in accounting from Central University of Finance and Economics in June 1993, and a master's degree in law from Peking University in January 2001. Ms. Lu Qing is also a Certified Tax Agents, Certified Public Valuer, and Certified Public Accountant in China. About SPI Energy SPI Energy Co., Ltd. -- http://investors.spisolar.com/-- is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the EPC/BT, storage and O2O PV market including the development, financing, installation, operation and sale of utility-scale and residential PV projects in China, Japan, Europe and North America. The Company operates an online energy e-commerce and investment platform in China, as well as B2B e-commerce platform offering a range of PV and storage products in Australia. The Company has its operating headquarters in Hong Kong and maintains global operations in Asia, Europe, North America and Australia. SPI Energy reported a net loss of $185 million on $191 million of net sales for the year ended Dec. 31, 2015, compared to a net loss of $5.19 million on $91.6 million of net sales for the year ended Dec. 31, 2014. As of June 30, 2016, SPI Energy had $549.4 million in total assets, $415.0 million in total liabilities, and $134.4 million in total stockholders' equity. "[T]he Group has suffered significant losses from operations and has a negative working capital as of December 31, 2015. In addition, the Group has substantial amounts of debts that will become due for repayment in 2016. These factors raise substantial doubt about the Group's ability to continue as a going concern," the Company disclosed in its 2015 Annual Report. "While management believes that the measures in the liquidity plan will be adequate to satisfy its liquidity and cash flow requirements for the twelve months ending December 31, 2016, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan will have a material adverse effect on the Group's business, results of operations and financial position, and may materially adversely affect its ability to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Group be unable to continue as a going concern." STOLLINGS TRUCKING: $40K Sale of 2005 Caterpillar Bulldozer OK'dd ----------------------------------------------------------------- Judge Frank W. Volk the U.S. Bankruptcy Court for the Southern District of West Virginia authorized Stollings Trucking Co., Inc.'s private sale of 2005 Caterpillar D-6R Bulldozer, S/N CAT00D6RCADE01075, at a minimum sum of $40,000. The sale is free and clear of liens, with liens to attach to the proceeds. The sale should be conducted as a private sale subject to upset bids at a minimum increment of $1,000. The proceeds from the sale are free and clear of liens and that $1,625 will be withheld for purpose of a disbursement fee to the Office of the U.S. Trustee. All valid liens and encumbrances against the bulldozer will attach to the proceeds of the sale and the Debtor will be authorized to pay for the proceeds of the sale, subject to the hold back as set forth in this order the balance to the secured creditor, Bonnie B Land Company. About Stollings Trucking Stollings Trucking Company, Inc., began its operations in 1990. Throughout the years, the Debtor both hauled coal and mined coal for its own profit. As it grew, it acquired more equipment and rolling stock. Stollings also obtained mining permits on property in Logan County, West Virginia, and was a party to coal leases. Stollings Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 15-20624) on Dec. 7, 2015. Rhonda Marcum, president, signed the petition. The Debtor estimated assets and liabilities of $1 million to $10 million. Judge Frank W. Volk presides over the case. Joseph W. Caaldwell, Esq., at Caldwell & Riffee, in Charleston, WV, is serving as counsel to the Debtor. STW RESOURCES: Bid to Dismiss Power Up Suit Denied -------------------------------------------------- Judge Arthur D. Spatt of the U.S. District Court for the Eastern District of New York dismissed Alan Murphy and Grant Seabolt, Jr.'s motion to dismiss the entire amended complaint filed by Power Up Lending Group, Ltd. in the case captioned POWER UP LENDING GROUP, LTD., Plaintiff, v. ALAN MURPHY and GRANT SEABOLT, JR., Defendants, No. 2:16-cv-01454 (ADS)(AYS) (E.D.N.Y.). The Plaintiff commenced the action against the Defendants for damages stemming from a financing agreement between the Plaintiff and STW Resources Holding Corp., a corporation controlled by the Defendants. The amended complaint, which invokes the Court's diversity jurisdiction, alleges causes of action sounding in New York State fraudulent inducement and tortious interference with a contract. The Defendants filed a motion to dismiss the Plaintiff's entire amended complaint. The Defendants assert that the fraudulent inducement claim in the Plaintiff's amended complaint fails to meet Rule 9(b)'s mandate. In opposition, the Plaintiff argues that viewed in the light most favorable to the Plaintiff, fraud is properly alleged under the standard. The Court finds that the Plaintiff does sufficiently state a claim for fraudulent inducement that meets Rule 9(b)'s heightened pleading standard. The amended complaint asserts that the Plaintiff was defrauded both in conversations with the Defendants and in documents that the Defendants prepared and/or signed. The Plaintiff contends that Murphy and Seabolt defrauded the Plaintiff "prior to entering into the [Financing] Agreement," which the parties consummated on Feb. 8, 2016. During numerous conversations and in multiple documents, the Defendants withheld the true financial situation and knowingly made false, affirmative statements about STW's finances. The Plaintiff's second claim, intentional (or tortious) interference with a contract, alleges that the Defendants "intentionally and with malice aforethought caused STW to breach the [Financing] Agreement ... for their own personal benefit." The Defendants contend that the claim fails to state a plausible claim because the Defendants were acting solely in their professional capacity as officers and directors of STW, and therefore cannot be liable for intentional interference with STW's own contract. The Plaintiff disagrees. The Court declines to hold that the claim fails as a matter of law and finds that the Plaintiff has adequately stated a claim for intentional interference under New York law. The Plaintiff's amended complaint is devoid of any assertions that the Defendants were third parties, acting outside the scope of their corporate duties. In fact, the Plaintiff pleads the exact opposite, that the Defendants were acting in their professional capacity as corporate officers and directors of STW. However, the Plaintiff does, in fact, plead that the Defendants were motivated by personal gain. In the Court's view, this is sufficient for the Plaintiffs to state a claim that the Defendants, who were corporate officers of STW, to be held individually liable for tortious interference of STW's contract. Accordingly, the Plaintiff has adequately pled a claim for intentional interference. A full-text copy of Judge Spatt's Order dated Oct. 3, 2017, is available at https://is.gd/Yr3FsA from Leagle.com. Power Up Lending Group, Ltd., Plaintiff, represented by Richard S. Naidich, Naidich Wurman LLP. Power Up Lending Group, Ltd., Plaintiff, represented by Bernard Samuel Feldman, Bernard S. Feldman, P.C. & Robert P. Johnson, Naidich Wurman Birnbaum & Maday LLP. Alan Murphy, Defendant, represented by Robert Novack – rnovaack@bressler.com -- Bressler Amery & Ross P.C., Christina D. Gallo – cgallo@bresller.com -- Bressler, Amery & Ross, pro hac vice & Michael David Margulies -- mmargulies@bresller.com -- Bressler, Amery & Ross P.C.. D. Grant Seabolt, Jr., Defendant, represented by Robert Novack, Bressler Amery & Ross P.C., Christina D. Gallo, Bressler, Amery & Ross, pro hac vice & Michael David Margulies, Bressler, Amery & Ross P.C. About STW Resources Holding Corp. STW Resources Holding Corp. (otcqb:STWS) -- http://www.stwresources.com/-- a water treatment and service company, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-33121) on Aug. 2, 2016, and is represented by Michael S. Mitchell, Esq., at Demarco Mitchell, PLLC, in Plano, Texas. At the time of filing, the Debtor had $874,495 in total assets and $17.27 million in total debt. Alan Murphy, chief executive officer, signed the petition. On Sept. 14, 2016, a three-member panel has been appointed as official unsecured creditors committee in the Debtor's case. SUNEDISON INC: Court Approves Bid Procedures for Sherman Property ----------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved SunEdison Inc.'s bidding procedures related to the Debtors' sale of real property located in Sherman, TX; the times, dates, places and forms of notice for an auction and a sale hearing, a break-up fee and expense reimbursement and an interim order approving the sale and authorizing the payment of broker commissions from sale proceeds. As BankruptcyData previously reported, "Indeed, after a year plus process and consideration of numerous written offers to acquire the Texas Property, the Debtors accepted, subject to higher and better offers and Bankruptcy Court approval, the written offer from Corning Research & Development (the 'Stalking Horse Purchaser') as a 'stalking horse offer.' The Debtors and the Stalking Horse Purchaser have negotiated a purchase and sale agreement, providing for the sale of the Texas Property for a purchase price of $21,000,000 (the 'Purchase Price'), subject to higher or better offers and Bankruptcy Court approval. The Stalking Horse Purchaser provided the Debtors with a $500,000 initial deposit upon execution of the Purchase Agreement (the 'Deposit'). If the Purchase Agreement has not been previously terminated due to a default by the Stalking Horse Purchaser or a Remediation Termination Event and if the Court approves the Sale of the Texas Property to a Successful Purchaser that is not the Stalking Horse Purchaser or otherwise declines to approve the Sale to the Stalking Horse Purchaser, the Purchase Agreement provides that the Stalking Horse Purchaser will be entitled to (a) the return of the Deposit, (b) a break-up fee equal to three-percent (3%) of the approved Purchase Price, (the 'Break-Up Fee'), and (c) an expense reimbursement up to $150,000 (the 'Expense Reimbursement')." The motion continues, "A Qualified Bid for the Texas Property must be for a price that exceeds the Purchase Price set forth in the Purchase Agreement by at least $900,000 and under terms which the Debtors believe to be higher or better than the Stalking Horse Purchaser's bid in cash; The bid must be accompanied by a deposit in an amount equal to at least $500,000. At the Auction, the minimum initial overbid must be, in the aggregate, at least $900,000 greater than the Starting Auction Bid, and subsequent bids must be, in the aggregate, at least $100,000 greater than the prior bid." About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors tapped Ernst & Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq., at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. * * * On March 28, 2017, the Debtors filed their Plan of Reorganization and related Disclosure Statement. The Disclosure Statement was approved on June 13, 2017. Judge Stuart Bernstein subsequently confirmed the Debtors' Second Amended Joint Plan of Reorganization on July 28, 2017. SUNSET PARTNERS: Chapter 11 Trustee Hires Casner as Counsel ----------------------------------------------------------- Lynne F. Riley, the Chapter 11 Trustee of Sunset Partners, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Casner & Edwards LLP, as counsel to the Trustee. The Trustee requires Casner to handle any legal matters incidental to the Trustee's administration of the Debtors' estate, including but not limited to, operations, pursuit of avoidance and recovery actions, sale of assets, objecting to proofs of claims, and negotiating settlements of disputed claims. Casner will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lynee F. Riley, member of Casner & Edwards LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Casner can be reached at: Lynne F. Riley, Esq. John T. Morrier, Esq. Casner & Edwards, LLP 303 CONGRESS STREET Boston, MA 02210 Tel: (617) 426-5900 E-mail: riley@casneredwards.com morrier@casneredwards.com About Sunset Partners, Inc. Sunset Partners, Inc., is a Massachusetts corporation that owns and operates two 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. Affiliate Bema Restaurant Corporation, dba Patron's, is a Massachusetts corporation that owns and operates a Boston area restaurant called Patrons, which is located at 138 Brighton Avenue, Allston, MA. Sunset Partners filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-12178) on June 7, 2017, disclosing $1.05 million in total assets and $5.67 million in total liabilities. Bema Restaurant Corporation filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-12434) on June 29, 2017, disclosing $1.12 million in assets and $4.45 million in liabilities. The petitions were signed by Marc Berkowitz, president. The cases are jointly administered and assigned to Judge Joan N. Feeney. David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, are serving as bankruptcy counsel to the Debtors. Verdolino & Lowey, P.C., is the Debtors' accountant. On September 25, 2017, Lynee F. Riley was appointed as the Chapter 11 Trustee to the Debtors. The Trustee hires Casner & Edwards LLP, as counsel. TALOOK ENTERTAINMENT: Hires Kerney Law as Chapter 11 Counsel ------------------------------------------------------------ Talook Entertainment seeks authority from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ the Kerney Law Office, as attorney to the Debtor. Talook Entertainment requires Kerney Law to: a. advise the Debtor as to its rights, duties and powers as Debtor-in-Possession; b. prepare and file the statements, schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in the bankruptcy proceeding; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials and any other proceedings in the bankruptcy case; and d. perform other legal services as may be necessary in connection with the bankruptcy case. Kerney Law will be paid at these hourly rates: Attorneys $350 Paralegals $125 Kerney Law will be paid a retainer in the amount of $4,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher M. Kerney, member of Kerney Law Office, 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. Kerney Law can be reached at: Christopher M. Kerney, Esq. KERNEY LAW OFFICE 02A Public Square Gallatin, TN 37066 Tel: (615) 206-9900 Fax: (615) 451-0084 E-mail: chris@kerneylaw.com About Talook Entertainment Talook Entertainment, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Case No. 17-06079) on September 6, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Christopher Mark Kerney, Esq., at Kerney Law Office. THO VAN PHAN: Sale of Fountain Valley Property for $865K Approved ----------------------------------------------------------------- Judge Theodor C. Albert of the U.S. Bankruptcy Court for the Central District of California authorized Tho Van Phan's sale of real property located at and commonly known as 16347 Shadbush Street, Fountain Valley, California, outside the ordinary course of business to Phuong My Thi Huynh for $865,000. A hearing on the Motion was held on Sept. 27, 2017. The sale of the Property shall be "as-is" and "where-is" with all faults and without warranty, representation, or recourse whatsoever; and free and clear of interests. The Debtor is authorized to pay the costs of sale and the property taxes. The Debtor is authorized to enter into the PSA and sign all documents necessary to consummate the sale and close escrow, including but not limited to a grant deed and escrow instructions. The 14-day stay regarding the effectiveness of the Order is waived. The bidding procedures proposed in the Motion are approved. About Tho Van Phan Tho Van Phan sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-13873) on Sept. 14, 2016. The Debtor is represented by Michael R. Totaro, Esq., at Totaro & Shanahan. The bankruptcy case was filed as a result of two state court lawsuits involving Debtor's former business Kim Tho Gold, and his son Quoc Viet Phan. The state court lawsuits were filed by B.A.K. Precious Metals, Inc. ("BAK"), and P&P Precious Metals Inc., ("P&P"). On April 13, 2017, the Debtor and P&P and BAK attended mediation with the Hon. Mitchel Goldberg (Ret.) of Judicate West. The parties were able to come to terms on a global settlement. As a result of the global settlements with BAK and P&P, the Debtor and the Official Committee of Unsecured Creditors negotiated a joint Chapter 11 Plan of Reorganization. On Aug. 10, 2017, the Committee and the Debtor filed the Joint Plan, which contemplates the sale of the Debtor's property at 16347 Shadbush Street, Fountain Valley, California. The Court set a plan confirmation hearing on Oct. 11, 2017, at 10:00 a.m. TIMOTHY MCCLINCY: Sale of Federal Way Property for $420K Approved ----------------------------------------------------------------- Judge Timothy W. Dore of the U.S. Bankruptcy Court for the Western District of Washington authorized Timothy William McClincy's sale of his real property located at 3339 18th Lane South A, B, Federal Way, Washington, tax parcel # 7978200075, to Libby Ahn and Michael Ahn for $420,000. The sale will be free and clear of all liens claims and encumbrances, with all said liens, claims and encumbrances attaching to the sale proceeds in their relative order of priority. The Reorganized Debtor is authorized to pay: (i) all normal costs of sale, including real estate commissions and the seller's closing costs; (ii) all pro-rated outstanding real estate taxes owed to King County; (iii) all outstanding administrative expenses previously approved by the Court in the case. These will apply to closing and payment of the first position lien held by Nationstar Mortgage, LLC, as successor in interest to Seneca Mortgage Servicing, LLC: a. Subsequent to entry of an Order on the Debtor's Motion to Sell the Subject Property, Nationstar, by and through its counsel of record, will provide the Debtor's counsel and the designated Escrow Office a timely and updated for payoff Demand; b. Nationstar's claim will be paid in full, directly from escrow, from the proceeds of the sale as a first position secured creditor in accordance with the terms and conditions of the Order and any payoff demand provided by Nationstar subsequent to entry of the Order. If the Debtor disputes any amounts set forth in any payoff demand provided by Nationstar, then Debtor will be required to notify Nationstar's counsel in writing least 48 hours prior to any close of escrow and identify what amounts are in dispute. Further, the Debtor will immediately release to Nationstar any and all funds not alleged to be disputed, and hold and reserve in escrow in a blocked, interest bearing account, the amount disputed, along with the remaining excess net sale proceeds over and above Nationstar's payoff demand ("Disputed Amount") for any attorneys' fees and costs anticipated to be incurred by Nationstar to resolve the Disputed Amount. The release of any Disputed Amount maybe pursuant to written stipulation between the parties submitted to escrow without further order of the Court, or pursuant to Order of the Court after notice and hearing; c. At least 48 hours prior to any scheduled closing of escrow, the Escrow Officer or the Debtor's counsel will provide Nationstar's counsel with a copy of the final estimated HUD-1 Settlement/Closing Statement for review and approval, and Nationstar's counsel must provide prompt written approval of the same prior to the closing of escrow. If the sale is delayed and/or rescinded for any reason, all secured creditors will be notified in writing; and d. Nationstar reserves the right to require an updated payoff demand prior to any close of escrow to ensure its claim is paid in full; and the Debtor's Counsel will file a report of sale with the Court which will include a copy of the final HUD-1 Statement/Closing Statement. The remaining sale proceeds will be held in the IOLTA Trust account of The Tracy Law Group PLLC for distribution consistent with the terms of the Reorganized Debtor's confirmed Plan. If and or when the Liquidation Period, as defined by the Fourth Amended Plan of Reorganization, commences, the remaining sale proceeds will be distributed to the Class 8 creditors, within 10 days of commencement of the Liquidation Period, without need for further order of the Court. The Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. The Order is a final Order, and in accordance with Bankruptcy Rule 8002(a)(1), the time to file a notice of appeal will commence from date of entry. About Timothy McClincy Timothy William McClincy sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 16-10176) on Jan. 15, 2016. The Reorganized Debtor confirmed his Second Amended Plan of Reorganization on June 29, 2016. On May 1, 2017, the Court approved the modification of his confirmed Second Amended Plan, as set forth in the Reorganized Debtor's Fourth Amended Plan of Reorganization. TRUE RELIGION: Reorganization Plan Wins Confirmation ---------------------------------------------------- Lillian Rizzo, writing for The Wall Street Journal Pro Bankruptcy, reported that jeans maker True Religion Apparel Inc. won court approval to move forward with its reorganization plan, which slashes more than 70% of its debt load. According to the report, exactly three months from when True Religion sought bankruptcy protection, Judge Christopher Sontchi of the U.S. Bankruptcy Court in Wilmington, Del., approved the plan. "We have a situation that has becoming increasingly rare in the space over the last year—a retailer that is reorganizing," True Religion's attorney Laura Davis Jones, Esq., said in court, the report related. True Religion will now join this list of retailers with a second lease on life, the report further related. Early on, the company's private-equity backer, TowerBrook Capital Partners, struck a deal with lenders to swap their debt for equity, which will erase about $386 million in debt that was on True Religion's balance sheet, the report said. The apparel maker will emerge from bankruptcy with total funded debt of $139.5 million, the report added. Much of its debt stems from TowerBrook's $835 million leveraged buyout four years ago, the report said. About True Religion Apparel, Inc. Manhattan Beach, California-based True Religion Apparel Inc. designs and markets denim, sportswear and accessories for men, women and children under the "True Religion" brand. Founded by Jeff Lubell in 2002, the Company sells its products through wholesale and retail channels on six continents and through their websites at http://www.truereligon.com/and http://www.last-stitch.com/ As of July 5, 2017, the True Religion Brand Jeans retailer had 140 True Religion and Last Stitch brick-and-mortar stores. The company has been controlled by TowerBrook Capital Partners since its take-private transaction in July 2013. True Religion and four affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11460) on July 5, 2017, after obtaining secured stakeholder support for a restructuring that would reduce debt by over $350 million. True Religion had $243.3 million in assets against $534.7 million of liabilities as of Jan. 28, 2017. The company's legal advisors include Wachtell Lipton Rosen & Katz and Pachulski Stang Ziehl & Jones. Its financial advisor is MAEVA Group, LLC. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Unaffiliated Prepetition First and Second Lien Lenders -- which signed the RSA -- tapped Akin Gump Strauss Hauer & Feld LLP as counsel and Moelis & Company, LLP, as financial advisor. On July 12, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Cooley LLP, as counsel, Province, Inc., as financial advisor. UNI-PIXEL INC: Hires McNutt Law as Bankruptcy Counsel ----------------------------------------------------- Uni-Pixel, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of California to employ McNutt Law Group LLP, as bankruptcy counsel to the Debtor. Uni-Pixel, Inc. requires McNutt Law to: a. advise the Debtors' with its obligations and rights pursuant to the Bankruptcy Code respecting their operation as debtors-in-possession; b. assist the Debtor with the requirements of the U.S. States Trustee respecting operating matters and the filing of reports; c. assist the Debtor with the administration of claims, including the evaluation of timely filed proofs of claim; d. assist with the treatment of executory contracts; e. negotiate and obtain court approval for a sale free and clear of liens and other interests of all of the Debtors' assets; f. assist in the formulation and prosecution of plans of reorganization; and g. provide the Debtors with general counsel and representation in the course of the bankruptcy proceeding. McNutt Law will be paid at these hourly rates: Attorneys $375-$595 Paralegals/Law Clerks $100-$160 McNutt Law received a pre-petition retainer in the total amount of $80,000. McNutt Law billed a total of $86,649 for pre-petition services to the Debtors. Prior to the filing of the petitions in these cases, McNutt Law fully drew down the retainer as compensation for pre-petition services, and wrote off the unpaid balance of $6,649. McNutt Law then waived any right to compensation for any unpaid pre-petition fees or expenses, and therefore was not a creditor of the Debtors as of the filing of the petition. McNutt Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott H. McNutt, partner of McNutt Law Group LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. McNutt Law can be reached at: Scott H. McNutt, Esq. MCNUTT LAW GROUP LLP 219 9th Street San Francisco, CA 94103 Tel: (415) 995-8475 Fax: (415) 995-8487 About Uni-Pixel, Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. -- http://www.unipixel.com-- develops and markets metal mesh capacitive touch sensors for the touch-screen and flexible displays markets. The Company's roll-to-roll electronics manufacturing process patterns fine line conductive elements on thin films. The Company markets its technologies for touch panel sensor, cover glass replacement, and protective cover film applications under the XTouch and Diamond Guard brands. Uni-Pixel, Inc., and its subsidiary Uni-Pixel Displays, Inc., filed Chapter 11 petitions (Bankr. N.D. Cal. Case Nos. 17-52100 and Case No. 17-52101) on Aug. 30, 2017. The Debtors tapped Scott H. McNutt, Esq., at McNutt Law Group LLP, as bankruptcy counsel; and Crowell & Moring LLP, as special counsel. Proofs of claim are due by Jan. 2, 2018. UNION COUNTY TRANSPORT: Hires Berger as Bankruptcy Counsel ---------------------------------------------------------- Union County Transport Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Michael Jay Berger, as bankruptcy counsel to the Debtor. Union County Transport requires Berger to: a. prepare and file a Chapter 11 bankruptcy petition for the Debtor; b. provide the legal services reasonably required to represent the Debtor in pre-bankruptcy planning, and preparation of the petition and all supporting schedules and statements; c. advise the Debtor regarding its legal rights and obligations in a bankruptcy proceeding; d. assist the Debtor in preparing the documents and reports required by the U.S. Trustee; e. represent the Debtor at the initial Debtor interview with the U.S. Trustee; f. represent the Debtor at the first meeting of creditors; g. represent the Debtor in opposition to any Motion for Relief from Stay that may be filed; and h. assist the Debtor in preparing the paperwork needed to continue and conclude a Chapter 11 proceeding. Berger will be paid at these hourly rates: Attorneys $525 Associates/Of Counsel $395-$400 Paralegals $200 On June 27, 2017, the Debtor paid Berger $10,000. On July 21, 2017, the Debtor paid the remaining balance of $10,000, plus $1,717 filing fee. Berger will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Jay Berger, sole owner of the Law Offices of Michael Jay Berger, 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. Berger can be reached at: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Blvd. 6th Floor Beverly Hills, CA 90212-2929 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: Michael.berger@bankruptcypower.com About Union County Transport Inc. Union County Transport Inc, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 17-21514) on September 19, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger. UPLIFT RX: Hires Nelson Mullins as Special Counsel -------------------------------------------------- Uplift RX, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Nelson Mullins Riley & Scarborough, LLP, as special counsel to the Debtor. Uplift RX requires Nelson Mullins to: a. assist the Debtors and Chapter 11 counsel in discussions and negotiations with any administrative or regulatory agencies in North Carolina and South Carolina, including the Board of Pharmacy; and b. advise the Debtors and Chapter 11 counsel of duties concerning applicable healthcare laws, regulations, and related issues concerning the Debtors' pharmacy licensure in North Carolina and South Carolina. Nelson Mullins will be paid at these hourly rates: Shareholders $425 - $550 Associates/Of Counsel $325 - $400 Paralegals $150 - $250 Nelson Mullins will also be reimbursed for reasonable out-of-pocket expenses incurred. Patricia A. Markus, partner of Nelson Mullins Riley & Scarborough, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Nelson Mullins can be reached at: Patricia A. Markus, Esq. NELSON MULLINS RILEY & SCARBOROUGH, LLP 301 South College Street, 23rd Floor Charlotte, NC 28202 Tel: (704) 417-3000 Fax: (704) 377-4814 About Uplift RX Uplift Rx, LLC is a Texas Limited Liability Company formed in June 2016. It operates a pharmacy located in Houston, Texas. Uplift Rx, along with other affiliated entities together make up the Alliance Healthcare family, a group of privately held companies headquartered in South Jordan, Utah. The Alliance network consists of 20 pharmacies across the country, including three pharmacies in Texas. Since 2006, the Alliance Healthcare companies have been working to improve the well-being of those with chronic health conditions such as diabetes. Uplift Rx, LLC and its debtor affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-32186) on April 7 and 8, 2017. The petitions were signed by Jeffrey C. Smith, its chief executive officer. At the time of the filing, the Debtors estimated assets of less than $1 million and liabilities of $50 million to $100 million. The cases are assigned to Judge Marvin Isgur. The Debtors tapped Baker & Hostetler LLP as legal counsel. Following the appointment of Ronald L. Glass as the Chapter 11 trustee, BakerHostetler LLP was retained as his attorney. The trustee hired GlassRatner Advisory & Capital Group LLC as his financial advisor. Nelson Mullins Riley & Scarborough, LLP, as special counsel. On May 3, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Fox Rothschild as bankruptcy counsel, and CohnReznick LLP as financial advisor and forensic accountant. US COAL: Prepetition Collateral Subject to Carve-Out for Prof. Fees ------------------------------------------------------------------- In the case captioned EAST COAST MINER, LLC, et al., Appellants, v. NIXON PEABODY, LLP, et al., Appellees, Civil Action Nos. 15-54, 15-65-HRW (E.D. Ky.), East Coast Miner, LLC, and East Coast Miner II, LLC's appeal from Bankruptcy Court, Judge Tracey Wise's Order Allowing Chapter 11 Professionals' Final Compensation and Payment From Lender's Collateral. Having reviewed the record and being otherwise sufficiently advised, District Judge Henry R. Wilholt, Jr., affirms the decision of the Bankruptcy Court. This case arises from the final fee applications filed in In Re Licking River Mining, LLC, et al. Here, the Court reviews Judge Wise's opinion that the Carve-Out extends to the East Coast Miners, East Coast Miner II, Keith Goggin, and Michael Goodwin, collectively referred to as the "Licking River Lenders," prepetition collateral. Appellants' assignments of error are directed at Judge Wise's interpretation of the Final Cash Collateral Order. The Final Cash Collateral Order provides, by its very terms, that the Carve-Out extends to the Licking River Lenders' pre-petition collateral. The Court finds that Judge Wise reasonably looked to the text and terms of the Final Cash Collateral Order in making her decision and the Court finds no error in this regard. The Licking River Lenders argue that the Bankruptcy Court erred by considering what they term "extrinsic evidence" by considering other orders it entered and the record as a whole in interpreting the Final Cash Collateral Order. However, a cash collateral order is more akin to a consent decree than a typical contract. Therefore, considering the contours of it in a vacuum may lead to an interpretation which runs afoul its intent. In this case, Judge Wise looked to the record, to-wit, the representations in the Cash Collateral Motion, the statements at the first-day hearing, the filings and court hearings in connection with the Termination Motion, and the conduct of the parties, and found that it supported her conclusion that the prepetition collateral was subject to a carve-out for professional fees. Appellants maintain that although they agreed on the temporary use of its Cash Collateral to pay the Professional Fees, it did not intend it to be permanent security in said Cash Collateral once that use terminated. Yet, this argument would render the language Carve-Out all but meaningless as it provided for "[t]he inclusion of the Professionals' fees and expenses in the budgets, to be paid from Lenders' prepetition cash collateral is inconsistent with the notion that the carve-out is limited to the post-petition adequate protection liens." A full-text copy of Judge Wilholt's Memorandum Opinion and Order dated Oct. 3, 2017, is available at https://is.gd/iRkImK from Leagle.com. East Coast Miner LLC, Appellant, represented by Alex Talesnick -- talesnick@lsellp.com -- Luskin, Stern & Eisler LLP, pro hac vice. East Coast Miner LLC, Appellant, represented by Matthew David Ellison, Fowler Bell PLLC, Michael Luskin -- luskin@lsellp.com -- Luskin, Stern & Eisler LLP, pro hac vice & Taft A. McKinstry, Fowler Bell PLLC. East Coast Miner II LLC, Appellant, represented by Alex Talesnick, Luskin, Stern & Eisler LLP, pro hac vice, Matthew David Ellison, Fowler Bell PLLC, Michael Luskin, Luskin, Stern & Eisler LLP, pro hac vice & Taft A. McKinstry, Fowler Bell PLLC. Keith Goggin, Appellant, represented by Alex Talesnick, Luskin, Stern & Eisler LLP, pro hac vice, Matthew David Ellison, Fowler Bell PLLC, Michael Luskin, Luskin, Stern & Eisler LLP, pro hac vice & Taft A. McKinstry, Fowler Bell PLLC. Michael Goodwin, Appellant, represented by Alex Talesnick, Luskin, Stern & Eisler LLP, pro hac vice, Matthew David Ellison, Fowler Bell PLLC, Michael Luskin, Luskin, Stern & Eisler LLP, pro hac vice & Taft A. McKinstry, Fowler Bell PLLC. Nixon Peabody LLP, Appellee, represented by Christopher M. Desiderio, Nixon Peabody LLP, pro hac vice & Dennis J. Drebsky, Nixon Peabody LLP, pro hac vice. DelCotto Law Group PLLC, Appellee, represented by Laura Day DelCotto -- ldelcotto@dlgfirm.com ldelcotto@dlgfirm.com -- DelCotto Law Group PLLC. GlassRatner Advisory & Capital Group, LLC, Appellee, represented by Eliot M. Smith – Elliot.smith@squirepb.com -- Squire Patton Boggs (US) LLP, pro hac vice & Stephen D. Lerner – Stephen.lerner@squirepb.com -- Squire Patton Boggs (US) LLP, pro hac vice. Foley & Lardner LLP, Appellee, represented by David B. Goroff -- dgoroff@foley.com -- Foley & Lardner, LLP, Edward J. Green -- egreen@foley.com -- Foley & Lardner, LLP, pro hac vice & Geoffrey S. Goodman – ggoodman@foley.com --Foley & Lardner, LLP. Barber Law PLLC, Appellee, represented by T. Kent Barber -- kbarber@barberlawky.com. -- Barber Law PLLC. Samuel K. Crocker, Appellee, represented by John L. Daugherty, U.S. Department of Justice & Rachelle Cathleen Dodson, U.S. Trustee. Phaedra Spradlin, Appellee, Pro se. About U.S. Coal On May 22, 2014, an involuntary Chapter 11 petition was filed against Licking River Mining, LLC, before the United States Bankruptcy Court for the Eastern District of Kentucky. On May 23, 2014, an involuntary Chapter 11 petition was filed against Licking River Resources, Inc. and Fox Knob Coal., Inc. On June 3, 2014, an involuntary Chapter 11 petition was filed against S.M. & J., Inc. On June 4, 2014, an involuntary Chapter 11 petition was filed against J.A.D. Coal Company, Inc. On June 12, 2014, the Court entered an order for relief in each of the bankruptcy cases. On June 10, 2014, an involuntary Chapter 11 petition was filed against U.S. Coal Corporation. On June 27, 2014, the Court entered an order for relief in U.S. Coal's bankruptcy case. On Nov. 4, 2014, Harlan County Mining, LLC, Oak Hill Coal, Inc., Sandlick Coal Company, LLC, and U.S. Coal Marketing, LLC, filed petitions in the United States Bankruptcy Court for the Eastern District of Kentucky seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Chief Judge Tracey N. Wise. The Debtors are seeking to have their cases jointly administered for procedural purposes, meaning that upon entry of such an order all pleadings will be maintained on the case docket for Licking River Mining, LLC, Case No. 14-10201. U.S. Coal produces and sells thermal coal purchased primarily by utilities and trading companies and specialty coal purchased by various industrial customers and trading companies (known as "stoker" coal). U.S. Coal operates through two divisions: (1) the Licking River Division that was formed through the acquisition of LR Mining, LRR, and S.M. & J., and Oak Hill Coal, Inc. in January 2007 for $33 million, and (2) the J.A.D. Division that was formed through the acquisition of JAD and Fox Knob, and Sandlick Coal Company, LLC and Harlan County Mining, LLC in April 2008 for $41 million. Both the LRR Division and the JAD Division are located in the Central Appalachia region of eastern Kentucky. The LRR Division has approximately 26.3 million tons of surface reserves under lease. The JAD Division has 24.4 million tons of surface reserves, both leased and owned real property. At present, U.S. Coal has three surface mines in operation between the LRR Division and JAD Division. The Official Committee of Unsecured Creditors has tapped Barber Law PLLC and Foley & Lardner as attorneys. The Debtors are represented by Amelia Martin Adams, Esq., and Laura Day DelCotto, Esq. of Delcotto Law Group PLLC; and Dennis J. Drebsky, Esq., and Christopher M. Desiderio, Esq., of Nixon Peabody LLP. VANITY SHOP: Media Options, Maurices Sign Deal to Buy IP Assets --------------------------------------------------------------- Judge Shon Hastings of the U.S. Bankruptcy Court for the District of North Dakota will convene a hearing on Oct. 17, 2017, at 9:30 a.m. (CST), to consider Vanity Shop of Grand Forks, Inc.'s bid/sale procedures in connection with its sale of certain intellectual property to Media Options S.A. for $100,000, and a different subset of intellectual property to Maurices, Inc., for $75,000, both subject to overbid. Objections, if any, must be filed within 14 days from the date of the mailing of the notice. The Debtor determined that the best way to maximize value for the benefit of all interested parties was a prompt and orderly wind-down of the business through the implementation of store closing sales and related liquidation initiatives. Accordingly, it conducted and finished its store closing sales pursuant to the Court's final order authorizing the assumption of a consulting agreement and the conduct of the store closing sales. Pursuant to the most recent Monthly Operating Report, the Debtor has $7,250,103 in cash as of Aug. 26, 2017, available for payment of administrative expenses and for distribution to creditors upon confirmation of a plan of reorganization. In connection with its retail operation, the Debtor has developed and utilized the Intellectual Property, which consists of trademarks, domain names, customer files and related data, including, among other things, the digital assets associated with the e-commerce website operated by the Debtor at http://www.vanity.com/and http://www.vanity.net/ The Debtor filed an application to engage Hilco IP Services, LLC, doing business as Hilco Streambank, as its intellectual property disposition consultant nunc pro tunc to May 12, 2017. On June 16, 2017, the application to hire Hilco was approved. Upon its retention, Hilco Streambank immediately began extensive marketing and due diligence efforts on the sale of the Intellectual Property and began to solicit interest in a sale of all or a portion of the Debtor's Intellectual Property. That process is ongoing and will continue up to the date of an auction. Additionally, the Debtor filed an application to engage Diamond B Technology Services, LLC ("DBTS") to assist Hilco Streambank as the IT Consultant nunc pro tunc to May 12, 2017. On Aug. 2, 2017 the Court entered an order approving the employment of DBTS as IT Consultant. As a result of Hilco Streambank's efforts, the ultimately received two "Stalking Horse" bids covering different subsets of the Intellectual Property. The first bid is from Media Options S.A. which, as set forth in the Asset Purchase Agreement ("Media Options APA"), provides for $100,000 cash consideration for the Debtor's interests in the Vanity.com trademark (USPTO Registration No. 4865304) and two domain names: www.vanity.com and www.vanity.net ("Media Options Assets"). Pursuant to the Media Options APA, the Debtor has agreed, subject to Court approval, to pay to Media Options a Break-Up Fee of $5,000 in the event it is overbid at the Auction and an alternative buyer is selected as the Successful Bidder for the Media Options Assets. The second "Stalking Horse" bid is from Maurices, Inc. which, as set forth in the Asset Purchase Agreement ("Maurices APA"), provides for $75,000 cash consideration for the Debtor's interests in the Vanity trademark (USPTO Registration Nos. 4973696, 4973695, 3717668, 3717553, 3701029, 3717667, 3691530, 3691596, 3691531, 3691529, 3691515, 3691496, 1891144, 1800825, 1780669), the domain names www.evanity.com and www.vanityshops.com, and the Debtor's customer files ("Maurices Assets"). Pursuant to the Maurices APA, the Debtor has agreed, subject to Court approval, to pay to Maurices a break-up fee of $7,500 in the event it is overbid at the auction and an alternative buyer is selected as the Successful Bidder for the Maurices Assets. A copy of the APAs attached to the Motion is available for free at: http://bankrupt.com/misc/Vanity_Shop_430_Sales.pdf Accordingly, the Debtor believes it is in the best interest of the estate and creditors to implement the Bid/Sale Procedures, and, accordingly, will be requesting the Court approve the Bid/Sale Procedures prior to the bid deadline and auction. The Debtor proposes to sell the Intellectual Property assets either in whole or part through one or more sale transactions pursuant to the terms of a purchase agreement (or agreements) to be negotiated by and between the Debtor and proposed purchaser(s) and executed upon completion of one or more Auctions for the Intellectual Property. In conjunction with the Auction(s), the Debtor proposes to implement the Bid/Sale Procedures described below in an effort to maximize the realizable value of the Intellectual Property for the benefit of the Debtor's estate, creditors, and other interested parties. The salient terms of the Bid/Sale Procedures: a. Bid Deadline: Oct. 23, 2017 at 5:00 p.m. (CST) b. Qualified Bid: Must provide cash consideration in a minimum amount of (i) $115,000 for the Media Options Assets, (ii) $90,000 for the Maurices Assets, and (iii) $205,000 for any offer that includes both the Media Options Assets and the Maurices Assets c. Minimum Deposit: 10% of the purchase price d. Auction(s): The Auction(s), with respect to the Sale will commence at the Vogel Law Firm, 218 NP Ave, Fargo, North Dakota, on Oct. 25, 2017 at 10:00 a.m. (CST). e. Sale Hearing: Oct. 26, 2017 at 9:30 a.m. (CST) f. Sale Objection Deadline: Within 21 days from the date of the mailing of the notice The Debtor asks that the Order approving the sale of the Intellectual Property provide that such sale "as is, where is," without any representations or warranties from the Debtor; and free and clear of all liens, claims, and encumbrances. The Debtor has consulted with the Office of the United States Trustee for the District of North Dakota regarding the proposed sale of the Intellectual Property and the potential implications such sale has, if any, with respect to the Debtor's privacy policy and the sale of customer data that includes Personally Identifiable Information. As a result thereof, the U.S. Trustee has indicated it will suggest a consumer privacy ombudsperson ("CPO") who, the Debtor understands, will be appointed in the near term. The Debtor intends to work cooperatively with the CPO on the timeline contemplated. The Debtor asks that any Order approving the relief requested be effective immediately, by providing that the 14-day stay is inapplicable. There is no just reason for delaying the effectiveness of the Order. The Stalking Horse Bidders: MEDIA OPTIONS S.A. Avenida Central, San Felipe Panama City, Panama Attn: Andrew Rosener Telephone: (786) 231-5178 E-mail: andrew@mediaoptions.com - and - MAURICES, INC. Gary Holland Associate General Counsel Corporate & Securities Ascena Retail Group, Inc. 933 MacArthur Boulevard Mahwah, NJ 07430 Telephone: (551) 777-6752 E-mail: Gary.Holland@AscenaRetail.com Maurices is represented by: Joseph T. Moldovan, Esq. MORRISON COHEN LLP 909 Third Avenue New York, NY 10022 Telephone: (212) 735-8603 Cellphone: (917) 693-9682 Facsimile: (917) 522-3103 E-mail: jmoldovan@morrisoncohen.com About Vanity Shop of Grand Forks Based in Fargo, North Dakota, Vanity Shop of Grand Forks, Inc., filed a Chapter 11 petition (Bankr. D. N.D. Case No. 17-30112) on March 1, 2017, after announcing plans to close 137 Vanity stores in 27 states. The petition was signed by James Bennett, chairman of the Board of Directors. In its petition, the Debtor estimated assets of less than $100,000 and liabilities of $10 million to $50 million. Judge Shon Hastings presides over the case. Caren Stanley, Esq., at Vogel Law Firm, serves as the Debtor's bankruptcy counsel. The Debtor hired Eide Bailly, LLP as auditor; Bell Bank as trustee for the ERISA Plan; and Jill Motschenbacher as accountant. On March 10, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Fox Rothschild LLP as bankruptcy counsel, BGA Management, LLC, as financial advisor, and Brady Martz & Associates PC, as accountant. On June 16, 2017, Hilco IP Services, LLC d/b/a Hilco Streambank, was appointed as the Debtor's Intellectual Property Disposition Consultant, nunc pro tunc to May 12, 2017. On Aug. 2, 2017, Diamond B Technology Services, LLC, was appointed as IT Consultant. VERACRUZ INVESTMENTS: Hires Kenny and Associates as Appraiser ------------------------------------------------------------- Veracruz Investments, LLC, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Kenny and Associates, Inc., to appraise the Debtor's warehouse and office property located at 1625 Oakbrook Drive, Norcross, Gwinnett County, Georgia. Kenny and Associates will be paid a flat fee of $2,500 for the appraisal, including testimony in the Bankruptcy Court at $350 per hour. Doug Kenny, member of Kenny and Associates, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Kenny and Associates can be reached at: Doug Kenny KENNY AND ASSOCIATES, INC. 327 Dahlonega Street, Suite 104 Cumming, GA 30040 Tel: (770) 664-8922 About Veracruz Investments, LLC Located at 1625 Oakbrook Drive Norcross, Georgia, Veracruz Investments, LLC, is a limited liability company that provides investment services. Veracruz Investments sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 17-65621) on Sept. 5, 2017. The petition was signed by Helio E. Bernal, operating manager. The Debtor estimates assets and liabilities in the range of $1 million to $10 million. The Debtor tapped David L. Bury, Jr., Esq., at Stone & Baxter, LLP as counsel. WALTER INVESTMENT: Barclays Hikes Ditech Facility $250 Million -------------------------------------------------------------- Walter Investment Management Corp. previously entered into a commitment letter with Barclays Bank PLC, pursuant to which, among other things, Barclays agreed to increase the financing available to the Company under that certain Amended and Restated Master Repurchase Agreement, dated as of April 23, 2015, among Barclays, as purchaser and agent, and Ditech Financial LLC, an indirect wholly-owned subsidiary of the Company, as seller. On Oct. 2, 2017, Ditech Financial entered into Amendment No. 7 to the Ditech Facility with Barclays, and amendments to related agreements, pursuant to which the financing available to the Company under the Ditech Facility was increased by $150,000,000, raising the committed portion of the Ditech Facility from $100,000,000 to $250,000,000, and the termination date of the Ditech Facility was extended to Aug. 25, 2018, provided that, on and after May 22, 2018, the committed portion of the Ditech Facility will equal $150,000,000. The Company has experienced reductions in availability under its warehouse and advance facilities, through reductions in the Company's advance rates, changes to the terms of such facilities and otherwise, which has negatively impacted the Company's available liquidity and capital resources. The funding available pursuant to the Commitment Letter is expected to better position the Company to ensure it has sufficient liquidity in the near-term, though no assurance can be given that the Company will be successful in maintaining adequate financing capacity with its current or prospective lenders. GTAAFT Facility On Oct. 4, 2017, Green Tree Agency Advance Funding Trust I, a Delaware statutory trust and a wholly-owned subsidiary of WIMC, amended the terms of the GTAAFT Issuer's outstanding Series 2014-VF2 variable funding notes under the GTAAFT Issuer's existing agency servicer advance master trust financing facility to, among other things, (i) extend the applicable "Expected Repayment Date" and revolving period for such variable funding notes from Oct. 4, 2017 to Oct. 3, 2018, (ii) decrease the interest rate margins in respect thereof, (iii) decrease the maximum permitted principal balance of the variable funding notes from $400 million in the aggregate to $150 million in the aggregate and (iv) provide for a supplemental fee to be paid during the period commencing on Oct. 4, 2017, and ending on the date that the Series 2014-VF2 variable funding notes are paid or redeemed in full. In connection with the foregoing transactions, certain existing arrangements were amended as contemplated by an amendment to the amended and restated series 2014-VF2 indenture supplement to the Base Indenture, dated as of Oct. 4, 2017, made by and among the parties to the Base Indenture, which amends that certain amended and restated series 2014-VF2 indenture supplement, dated as of Oct. 21, 2015, among the parties to the 2014-VF2 Indenture Supplement Amendment No. 2. Interest on the variable funding notes is payable monthly in arrears at a rate per annum generally equal to one-month LIBOR (or, in certain circumstances, the higher of (i) the prime rate and (ii) the federal funds rate plus 0.50%) plus a per annum margin. The Series 2014-VF2 funding notes were previously issued in four classes: the Class A-VF2 Notes; the Class B-VF2 Notes; the Class C-VF2 Notes; and the Class D-VF2 Notes. Pursuant to the 2014-VF2 Indenture Supplement Amendment No. 2, effective October 4, 2017, the applicable margin for the variable funding notes was decreased from 1.85% to 1.55% for the Class A-VF2 Notes, from 2.97% to 2.67% for the Class B-VF2 Notes, from 3.47% to 3.17% for the Class C-VF2 Notes and from 3.92% to 3.62% for the Class D-VF2 Notes. In addition, the GTAAFT Issuer has agreed to pay to the holder(s) of the Series 2014-VF2 variable funding notes, monthly in arrears during the revolving period for the Series 2014-VF2 variable funding notes, the Supplemental Fee in an amount equal to (on an annualized basis) the product of (i) the difference between (a) 3.75% and (b) the average weighted daily applicable margins on all classes of the Series 2014-VF2 variable funding notes outstanding during the immediately preceding interest accrual period, multiplied by (ii) the average daily outstanding variable funding note balance during the immediately preceding interest accrual period. Future draws under the variable funding notes are subject to various conditions, including the accuracy of the representations and warranties in the variable funding note purchase agreement, as well as funding conditions under the that certain second amended and restated indenture, dated as of Oct. 21, 2015, among the GTAAFT Issuer, Wells Fargo Bank, N.A., as indenture trustee, calculation agent, paying agent and securities intermediary, Ditech Financial, as administrator and servicer, and Barclays, as administrative agent, and the 2014-VF2 Indenture Supplement Amendment No. 2. Pursuant to the Base Indenture and the applicable indenture supplements, the GTAAFT Issuer is also required to pay to the holder(s) of the outstanding notes under the GTAAFT Facility (i) a default supplemental fee in an amount equal to 3.00% per annum of the aggregate note balances from and after the occurrence of an event of default, (ii) an expected repayment date supplemental fee in an amount equal to 1.00% per annum of the aggregate note balances from and after the end of the occurrence of the applicable Expected Repayment Date for such notes and (iii) the Supplemental Fee. Those fees, if any, are payable monthly in arrears. If the Supplemental Fees remain unpaid on the applicable payment date then a facility target amortization event will occur with respect to the variable funding notes. In addition, the revolving period for all of the term notes and all of the variable funding notes issued under the GTAAFT Facility may end and all or a portion of the notes may otherwise become due and payable prior to the applicable Expected Repayment Date upon the occurrence of an event of default and/or a target amortization event. As of Oct. 4, 2017, the GTAAFT Facility had outstanding (i) $300 million aggregate principal balance of Series 2016-T1 Term Notes (which have an expected repayment date of Oct. 3, 2018), and (ii) Series 2014 VF2 variable funding notes with maximum funding commitments of $150 million. About Walter Investment Walter Investment Management Corp. -- http://www.walterinvestment.com/-- is an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. The Company services a wide array of loans across the credit spectrum for its own portfolio and for GSEs, government agencies, third-party securitization trusts and other credit owners. Through the consumer, correspondent and wholesale lending channels, the Company originates and purchases residential mortgage loans that are predominantly sold to GSEs and government agencies. The Company also operates two supplementary businesses; asset receivables management and real estate owned property management and disposition. Based in Fort Washington, Pennsylvania, the Company has approximately 4,500 employees and services a diverse loan portfolio. "The Company is facing certain challenges and uncertainties that could have significant adverse effects on its business, liquidity and financing activities," as disclosed in the Company's Form 10-Q report for the period ended June 30, 2017. "The Company may be adversely impacted by the following factors, among others: failure to maintain sufficient liquidity to operate its servicing and lending businesses due to the inability to renew, replace or extend its advance financing or warehouse facilities on favorable terms, or at all; failure to comply with covenants contained in its debt agreements or obtain any necessary waivers or amendments; failure to resolve its obligation with respect to the remaining mandatory clean-up calls; and failure to successfully restructure its corporate debt." The Company reported a net loss of $833.9 million for the year ended Dec. 31, 2016, a net loss of $263.2 million for the year ended Dec. 31, 2015, and a net loss of $110.3 million for the year ended Dec. 31, 2014. As of June 30, 2017, Walter Investment had $15.59 billion in total assets, $15.70 billion in total liabilities and a total stockholders' deficit of $112.98 million. Ernst & Young LLP, in Tampa, Florida, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, noting that on July 31, 2017 the Company entered into a Restructuring Support Agreement that provides for a prepackaged plan of restructuring in the event the Company is unsuccessful in otherwise restructuring its corporate debt. The prepackaged plan would provide court relief under the provisions of Chapter 11 of the Bankruptcy Code. These conditions, the auditors said, raise substantial doubt about the Company's ability to continue as a going concern. * * * In July 2017, S&P Global Ratings lowered its long-term issuer credit rating on Walter Investment Management Corp. to 'CCC-' from 'CCC'. The outlook is negative. In August 2017, Moody's Investors Service downgraded Walter Investment's corporate family rating to 'Caa3' from 'Caa2'. The rating action follows the company's announcement that it has entered into a restructuring support agreement with more than 50% of senior term loan lenders. WASHINGTON MCLAUGHLIN: Wants Plan Filing Extended by 90 Days ------------------------------------------------------------ The Washington-McLaughlin Christian School, Inc., asks the U.S. Bankruptcy Court for the District of Maryland to extend the (a) exclusive periods within which only the Debtors may file a Plan of Reorganization for a period of 90 days; and (b) the 180-day exclusivity period for obtaining acceptance of the plan for the same length of time. The Debtor's Chapter 11 Plan Exclusivity period presently expires on Oct. 4, 2017. The Debtor's case is relatively large and complex. It involves debt in excess of $900,000 and almost $9 million in assets. Since the Petition Date, the Debtor has taken significant steps toward a successful reorganization, including but not limited to: -- preparing and filing the Schedules and Statements; -- attending the Initial Debtor Interview and 341 Meeting of Creditors; -- filing an Application to Employ Counsel; -- amendments the Schedules and Statements; -- negotiating with Secured Creditors; -- starting to draft the Plan and Disclosure Statement; and -- working with the U.S. Trustee to ensure that all administrative requirements have been satisfied. The Debtor assures the Court that it seeks the extension of the Exclusive Periods in good faith and submits that there is no risk of harm to the Debtor's creditors if the Court grants the requested extension. About Washington McLaughlin Christian School Washington McLaughlin Christian School filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 17-17821) on June 6, 2017, listing less than $1 million in both assets and liabilities. The Hon. Wendelin I. Lipp presides over the case. The Debtor is represented by Michael P. Coyle, Esq., at The Coyle Law Group. WAYNE T. HEATH: Hires Roussos Glanzer as Counsel ------------------------------------------------ Wayne T. Heath Farms, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Roussos Glanzer & Barnhart, P.L.C., as counsel to the Debtor. Wayne T. Heath requires Roussos Glanzer to: a. prepare the petition, lists, schedules and statements required by the Bankruptcy Code, the pleadings, motions, notices and orders required for the orderly administration of the estate, to ensure the progress of its case, and to consult with and advise the Debtor in the reorganization of its financial affairs and the liquidation of its assets; b. prepare for, prosecute, defend, and represent the Debtor's interests in all contested matters, adversary proceedings, and other motions and applications arising under, arising in, or related to its case; c. advise and consult concerning administration of the estate in its case, concerning the rights and remedies with regard to the Debtor's assets, concerning the claims of administrative, secured, priority, and unsecured creditors and other parties in interest; d. investigate the existence of other assets of the estate, and, if any exist, to take appropriate action to have the same turned over to the estate; and e. prepare a Disclosure Statement and Plan of Reorganization for the Debtor, and negotiate with all creditors and parties in interest who may be affected thereby; to obtain confirmation of a Plan of Reorganization, and perform all acts reasonably calculated to permit the Debtor to perform such acts and consummate a Plan of Reorganization. Roussos Glanzer will be paid based upon its normal and usual hourly billing rates. Roussos Glanzer will be paid a retainer in the amount of $30,000. Out of the retainer, the amount of $8,787.41 was paid for legal expenses and $1,717, for the filing, leaving a balance on hand of $19,495.59. Roussos Glanzer will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert V. Roussos, partner of Roussos Glanzer & Barnhart, PLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Roussos Glanzer can be reached at: Robert V. Roussos, Esq. Kelly M. Barnhart, Esq. ROUSSOS GLANZER & BARNHART, PLC 580 E. Main St., Ste. 300 Norfolk, VA 23510 Tel: (757) 622-9005 Fax: (757) 624-9257 E-mail: roussos@rgblawfirm.com barnhart@rgblawfirm.com About Wayne T. Heath Farms, Inc. Wayne T Heath Farms Inc. is a privately-held company in Townsend, Virginia, and is engaged in the business of crop farming. The Company's principal address is 4435 Jones Cove Drive Townsend, VA 23443, Northampton County. Wayne T. Heath Farms, Inc., based in Townsend, VA, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 17-73469) on September 27, 2017. The Hon. Frank J. Santoro presides over the case. Robert V. Roussos, Esq., at Roussos Glanzer & Barnhart, PLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Wayne T. Heath, president. WESTINGHOUSE ELECTRIC: Seeks Up to $8.3-Mil. in Incentive Bonuses ----------------------------------------------------------------- Jonathan Randles, writing for The Wall Street Journal Pro Bankruptcy, reported that Westinghouse Electric Co. is seeking permission to award as much as $8.3 million in incentive bonuses to senior management and other high-level employees as it continues to navigate bankruptcy. According to the report, the proposed bonuses, which must be approved by a judge, were described in court papers and would be awarded if the company achieves what its advisers describe as tough performance goals that require "major and complex cost-reductions in a short period of time." Bonuses would be awarded to 10 members of Westinghouse's senior management team and 16 other key employees who are most responsible for steering the company through chapter 11 and who "will be critical to the development and negotiation of a value-maximizing transaction," the report related, citing court papers. The court filings don't list the specific members of management who will be eligible to receive bonuses or how much each of these people may receive if the incentive program is approved, the report said. The bonus payments being proposed are different from a pool of retention bonuses for other key Westinghouse employees that were approved by a judge in September, the report noted. Westinghouse is also asking to raise the annual salary of acting President and Chief Executive Jose Emeterio Gutierrez from $627,000 to $1 million, and increase acting Chief Financial Officer Dan Sumner's annual compensation from $234,000 to $375,000, the report further related. Their current salaries are below-market, the company said, the report added. Mr. Gutierrez was promoted to his current position in June, two months after the company plunged into bankruptcy, the report said. He was previously in charge of Westinghouse's nuclear fuel business, the report added. About Westinghouse Electric Westinghouse Electric Company LLC -- http://www.westinghousenuclear.com/-- is a U.S. based nuclear power company founded in 1999 that provides design work and start-up help for new nuclear power plants and makes many of the components. Westinghouse manufactures and supplies the commercial fuel products needed to run the plants, and it offers training, engineering, maintenance, and quality management services. Almost 50% of nuclear power plants around the world and about 60% of U.S. plants are based on Westinghouse's technology. Westinghouse's world headquarters are located in the Pittsburgh suburb of Cranberry Township, Pennsylvania. On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion to a group comprising of Toshiba (77% share), partners The Shaw Group (20% share), and Ishikawajima-Harima Heavy Industries Co. Ltd. (3% share). After purchasing part of Shaw's stake in 2013, Japan-based conglomerate Toshiba obtained ownership of 87% of Westinghouse. Amid cost overruns at U.S. nuclear reactors it was building, Westinghouse Electric Company LLC, along with 29 affiliates, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29, 2017. The petitions were signed by AlixPartners' Lisa J. Donahue, chief transition and development officer. The Debtors disclosed total assets of $4.32 billion and total liabilities of $9.39 billion as of Feb. 28, 2017. The Hon. Michael E. Wiles presides over the cases. Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The Debtors hired AlixPartners LLP as financial advisor; PJT Partners Inc. as investment banker; Kurtzman Carson Consultants LLC as claims and noticing agent; K&L Gates as special counsel; and KPMG LLP as tax consultant and accounting and financial reporting advisor. Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at Togut, Segal & Segal LLP. On April 7, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Proskauer Rose LLP is the committee's bankruptcy counsel, and Houlihan Lokey Capital, Inc., serves as investment banker. The Board of Directors of Westinghouse appointed a special panel called the U.S. AP1000 Committee to oversee the company's activities related to certain AP1000 nuclear plants located in Georgia and South Carolina. WILLIAM WILLIS: Sale of Marina Property to Brawner for $3.8M Okayed ------------------------------------------------------------------- Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland authorized the Agreement of Sale and Purchase of William Arthur Willis and Mary Sue Willis, and The Sailing Emporium, Inc., with Brawner Co., Inc., in connection with the sale of the real property, personal property, goodwill and other intangibles relating to the Marina operations in Rock Hall, Maryland, outside the ordinary course of business for $3,800,000. On Sept. 7, 2017, an Auction of the Marina Property was conducted at which time the Debtors determined that the offer of Brawner to purchase the Marina Property for $3,800,000 was the highest and best offer, pursuant to that certain Asset Purchase Agreement dated Sept. 11, 2017. The Debtors selected the offer of Derecktor Chesapeake, LLC to purchase the Marina Property for $3,650,000 as the successful back-up offer for the Marina Property. The sale is free and clear of all Interests of any kind or nature whatsoever. At Closing on the Transaction, the People's Bank will be paid its allowed claim consisting of all unpaid principal and accrued and outstanding interest due as of the date of Closing that is secured by the Marina Property, plus pre-petition late charges in the amount of $10,789, pre-petition insurance in the amount of $7,328, pre-petition attorneys' fees in the amount of $22,767 with the balance of the Bank's claim, including post-petition fees and expenses, to be held by the Title Company or Sailing Emporium's counsel pending further Order of the Court. All personal property used, or held for use, in the operations of the Marina with the exception of the personal property set forth in the Order will be conveyed to the Purchaser at Closing. The Order will be effective as a determination that, as of the Closing, all Interests of any kind or nature whatsoever existing as to the Marina Property prior to the Closing have been unconditionally released, discharged and terminated, and that the conveyances described herein have been effected. Any contract that is not specifically included in the Brawner Agreement or provided for in this Order will be rejected. For clarity, the Marine Promissory Note and Security Agreement for the 1996 Markley's Marina, Inc. custom boat (HIN# MVU35011J595) with Branch Banking & Trust Co. ("BB&T") is rejected and the boat will be turned over to BB&T in accordance with its contract terms or as otherwise agreed. Notwithstanding the foregoing and anything to the contrary in the Order, and subject to and conditioned upon the payment of $45,000 by the Purchaser to m2 Lease Funds, LLC before or simultaneously with Closing ("Purchaser Lift Payment") and the payment of $10,000 by Sailing Emporium to m2 before or simultaneously with Closing, the Debtors' assumption and assignment of the m2 Lease to the Purchaser free and clear of all Interests is approved. There will be no fees charged to the Purchaser or the Debtors as a result of the assumption and assignment of the m2 Lease. The Willises, as the owners of adjacent Parcel 13, will grant and convey any and all riparian rights they hold to Parcel 23 and the Marina, which documentation will be recorded in the land records. They will execute any and all documents necessary to grant Purchaser an easement for, among other things, the ownership, operation, repair, replacement and/or relocation of, the existing sewer line across Parcel 13. At the Transaction Closing, the Debtors are authorized and directed to use the Proceeds to pay (or, as applicable, credit) the following: (i) Real Estate Taxes (estimated but not to be paid) - $94,703; (ii) Recordation Tax (estimated but not to be paid) - $25,080; (iii) Transfer Tax (estimated but not to be paid) - $38,000; (iv) Broker Fee - $133,000; (v) Deed and Deed Prep (estimated) - $1,000; (vi) Premium and fees for title examination and title insurance - TBD; (vii) Sailing Emporium Lift Payment - $10,000; (viii) UST Fee - $10,400; (ix) Break-Up Fee due to Derecktor per Order entered at Dkt. # 184 - $114,000; and (x) The Peoples Bank - $2,457,560 (plus per diem contract interest until Closing). Notwithstanding the provisions of Bankruptcy Rules 6004(h) and 6006(d), and consistent with Bankruptcy Code Section 363(m), the Order will not be stayed and it will be effective and enforceable immediately upon its entry. Time is of the essence in closing the transactions referenced or contemplated thereby, and the Debtors and the Purchaser intend to close the Transaction no sooner than five days after entry of the Order and no later than 45 days after the Order becomes a final order. If Brawner fails to consummate the Closing of the Transaction contemplated in the Brawner Agreement, the Debtors are authorized to consummate the Transaction with Derecktor pursuant to the Derecktor Agreement filed with the Court on July 17, 2017 as amended by the terms and conditions agreed to at the Auction, without further order of the Court. A copy of the Brawner Agreement attached to the Order is available for free at: http://bankrupt.com/misc/William_Willis_190_Order.pdf The Purchaser: BRAWNER CO., INC. c/o Kurt Zimmermann, CFO 888 17th Street, NW, Suite 205 Washington, D.C. 20006 E-mail: kzimmermann@brawnercompany.com Counsel for the Debtors: James A. Vidmar, Esq. Lisa Yonka Stevens, Esq. YUMKAS, VIDMAR, SWEENEY & MULRENIN, LLC 10211 Wincopin Circle, Suite 500 Columbia, MD 21044 Telephone: (443) 569-5977 E-mail: jvidmar@yvslaw.com lstevens@yvslaw.com - and - John D. Burns, Esq. THE BURNS LAW FIRM, LLC 6303 Ivy Lane, Suite 102 Greenbelt, MD 20770 Telephone: (301) 441-8780 E-mail: infor@burnsbankruptcyfirm.com - and - Andrew Cantor MARCUS & MILLICHAP 1100 Abernathy Road, N.E. Bldg. 500, Suite 600 Atlanta, Georgia 30328 Telephone: (678) 808-2700 E-mail: Andrew.Cantor@marcusmillichap.com William Arthur Willis sought Chapter 11 protection (Bankr. D. Md. Case No. 16-26458) on Dec. 16, 2016. WILLIAMS FINANCIAL: Claims Filing Deadline Set for November 27 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas set Nov. 27, 2017, at 5:00 p.m. (prevailing Central Time) as the last date and time for any person or entity holding a claim against Williams Financial Group Inc. and its debtor-affiliates to fill proofs of claim against the Debtors. The Court also set March 23, 2018, at 5:00 p.m. (prevailing Central Time) as deadline for governmental units to file their claims against the Debtors. All proofs of claim must be filed to: The clerk of the U.S. Bankruptcy Court for the Northern District of Texas Earle Cabell Federal Building 1100 Commerce St., Room 1254 Dallas, TX 75242-1496 Also, proofs of claim may be filed through the clerk's website at http://www.txnb.uscourts.gov. About Williams Financial Group Inc. Williams Financial Group, Inc. and its subsidiaries WFG Management Services Inc., WFG Investments Inc. and WFG Advisors LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-33578 to 17-33581) on September 24, 2017. At the time of the filing, Williams Financial Group disclosed that it had estimated assets and liabilities of $1,000,001 to $10 million. Judge Harlin Dewayne Hale presides over the cases. 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6/1/2019 Walter Energy Inc WLTG 8.50 0.83 4/15/2021 Walter Energy Inc WLTG 9.88 0.83 12/15/2020 Walter Energy Inc WLTG 9.88 0.83 12/15/2020 Walter Energy Inc WLTG 9.88 0.83 12/15/2020 Walter Investment Management Corp WAC 4.50 16.00 11/1/2019 Washington Mutual Bank / Debt not acquired by JPMorgan WAMU 5.55 0.70 6/16/2010 Zoetis Inc ZTS 1.88 100.02 2/1/2018 iHeartCommunications Inc IHRT 10.00 55.27 1/15/2018 iHeartCommunications Inc IHRT 6.88 53.03 6/15/2018 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. 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