/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171031.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, October 31, 2017, Vol. 21, No. 303 Headlines 2004 WYOMING: December 7 Plan Confirmation Hearing 21ST CENTURY ONCOLOGY: Creditors Object to Disclosure Statement 25-54 CRESCENT: Bakalis Buying Astoria Property for $1.1M 477 WEST: Nov. 9 Confirmation Hearing on Secured Creditor's Plan 488-486 LEFFERTS: Madison Park To Be Paid in Cash Upon Sale Closing A.J. & M.C. RAMOS: Unsecureds to Recoup 100% Over Four Years ACADIANA MANAGEMENT: PCO Files 1st Supplemental Report for Tulsa ADVANTAGE ENERGY: Trustee Hires Stout Risius as Financial Advisor ADVANTAGE ENERGY: Trustee Taps Rosenthal Law Firm as Counsel AMERICAN CONSUMERS: Selling Remaining Assets for $24K ANITA LAL: Sale of Interest in Demised Property or 234 Auto Denied BADLANDS ENERGY: Badlands Production's All Assets Sale for $5M OK'd BALDWIN PARK: PCO Files 2nd 60-Day Report BAY CIRCLE: Providence Group Buying Gwinnett Property for $2M BCC SANDUSKY: Trustee Selling Sandusky Property for $20M Credit Bid BCW EXPRESS: PC Expediting Buying PSA Route for $55K BEACH 68TH STREET: Foreclosure Auction Set for Nov. 3 BEARCAT ENERGY: Gustavson Associates Leaves Creditor's Panel BLAIR OIL: Sale of South Marnie Interests for $11K Approved BRAND INDUSTRIAL: Notes Add-on No Impact on Moody's Caa2 Rating BRIAR HILL: Sander Brothers Buying All Assets for $3.3M BRICKLEY ENTERPRISES: Hires Grossbart Portney as Counsel BURNHAM PROPERTIES: Taps Cunningham Chernicoff as Legal Counsel CAPITAL TEAS: Committee Taps National CRS as Financial Advisor CAPITAL TEAS: Creditors' Panel Hires Best & Friedrich as Counsel CASTEX ENERGY: U.S. Trustee Forms 3-Member Committee CHILDRESS GATEWAY: Nov. 16 Plan Confirmation Hearing CHILDRESS GATEWAY: Unsecured Creditors to Receive $500 Per Month CHRISTOPHER BROGDON: Sale of Bell Oaks Facility for $2.1M Approved CHRISTOPHER BROGDON: Sale of Fairhope Nursing Facility for $6M OK'd CHRISTOPHER BROGDON: Sale of Summers Landing Facility for $2M OK'd CIBER INC: Brown Rudnick & Drinker Biddle Representing Shareholders CINQUE TERRE: Court OK's Settlement Agreement with CTEL/Elemento CIRCLE Z: Sale of Pump Units 102, 107 and 108 Approved COCHON PROPERTIES: Unsecured Creditors to Get Share of $25K COMPETITION ACCESSORIES: U.S. Trustee Appoints S. Reynolds as CPO CONFIRMATRIX LABORATORY: Selling Lawrenceville Property for $1.1M CORPORATE RESOURCE: Court Disqualifies SMG Lawyers CTI BIOPHARMA: Has $33.5M Estimated Financial Standing at Sept. 30 CUMULUS MEDIA: Appoint D.J. (Jan) Baker as Director CUMULUS MEDIA: Sees Net Revenue of $286M to $288M in 3rd Quarter CURTIS JAMES JACKSON: Can Recoup Damages from B. Parrott, E. Tucker CV SETTLEMENT: To Sell Real Estate to Pay Creditors DEVITA LOGISTICS: Disclosures OK'd; Plan Hearing on Dec. 12 DIAMOND RESORTS: Moody's Confirms B2 CFR; Outlook Stable DISCOVER FINANCIAL: Fitch to Rate $570MM Preferred Stock BB- DPL INC: S&P Revises Outlook to Stable on Ohio Regulatory Order DREAM MOUNTAIN RANCH: Case Summary & 3 Unsecured Creditors E&M 2710 CLARENDON: Neria Buying Brooklyn Property for $1.3M EAST COAST FOODS: Panel Hires Braun as Real Estate Appraiser EAST MAIN COMPLEX: Hires Gleichenhaus Marchese as Counsel ECOARK HOLDINGS: Nepsis Capital Lowers Stake to 11.8% as of Oct. 27 EXELCO NORTH: Sets Bidding Procedures for All Assets FACTORY SALES: ENESA Enjoined from Drawing on Letter of Credit FIRSTENERGY CORP: Posts $396 Million Net Income in Third Quarter FISHERMAN'S PIER: Taps Moffa & Breuer as Legal Counsel FRESH ICE CREAM: Class 4 Interests Won't Receive Any Distribution GAMING & LEISURE: S&P Raises Corp. Credit Rating to BB+ GENERAL WIRELESS: Class Action Plaintiffs Object to Chapter 11 Plan GEORGINA LLC: Stipulation to Resume Plan Confirmation Hearing OK'd GULFMARK OFFSHORE: SVP - General Counsel and Secretary Resigns HEALTHIER CHOICES: Incurs $2.82 Million Net Loss in Third Quarter HEARTHSIDE GROUP: Moody's Retains Ratings Amid Acquisition Deal I.O. METRO: Hires Jones Lang LaSalle as Real Estate Consultant IDDINGS TRUCKING: Selling Three Trailers for $108K IHEARTCOMMUNICATIONS INC: Discussions with Lenders Ongoing IRENE'S BAKERY: Unsecureds to Get 100% Paid Quarterly Over 3 Yrs. JARRETT HOUSE: Taps Pitts Hay as Legal Counsel JOEL LAZARO: DOJ Watchdog Directed to Appoint Ch. 11 Trustee JOHN BATISTA: Sale of Punta Gorda Condo Unit 507 for $570K Abated JOHN FUCHS: Sale of Pacific Palisades Property for $3.4M Approved KENDALL LAKE: CMG Not Entitled to Attorney's Fees, Court Rules LABELLE TRADING: Disclosures Conditionally OK'd; Hearing on Nov. 15 LAKE NAOMI: T. Fiers Guarantees $50,000 Payment Under Plan LAST FRONTIER: Asks Court to Conditionally Approve Plan Disclosures LB VENTURES: Hires Pham Law PC as Special Counsel LEGACY RESERVES: Baines Creek Capital Has 5% Stake as of Oct. 16 LEXINGTON HOSPITALITY: May Use Cash Collateral Until Nov. 3 LIL ROCK: U.S. Trustee Unable to Appoint Committee LILY ROBOTICS: Has Until Dec. 26 to Exclusively File Exit Plan LIQUIDMETAL TECHNOLOGIES: Appoints New Chief Operating Officer M.N.E. FUNDING: Taps Mark E. Goodfriend as Legal Counsel MAC ACQUISITION: Hires Donlin Recano as Administrative Advisor MAC ACQUISITION: Hires Young Conaway as Bankruptcy Co-Counsel MARC ZAID P.C.: Unsecureds to Recover 14% Under Plan MATTEL INC: S&P Lowers Corp. Credit Rating to BB, Outlook Negative MCKEESPORT ASD: Moody's Lowers GO Rating to Ba2; Outlook Negative MEDAPOINT INC: Hires Match Point Partners as Investment Banker MICHAEL J. MALPERE: November 9 Plan Confirmation Hearing MICHELE MAYER: Lender Buying 237 East Modoc Ave. Property for $120K MICHELE MAYER: Selling 1348 East Sunnyview Ave. Property for $110K MICHELE MAYER: Selling 1633 West Prospect Ave. Property for $107K MISSISSIPPI VALLEY BROADCASTING: Hires Kalil & Co as Broker MOUNTAIN DIVIDE: November 9 Plan Confirmation Hearing MPM HOLDINGS: Call on 3rd Quarter Results Oct. 31 MWI HOLDINGS: Moody's Withdraws B3 Corporate Family Rating NET ELEMENT: Registers 654,929 Common Shares for Resale NET ELEMENT: Star Equities Has 5% Equity Stake as of Oct. 26 NOEL ZAMORA: $72K Sale of Texan Gardens Property to Garza Okayed NON-STOP TRANSPORT: Hires Van Horn Law Group as Counsel NORTH CAROLINA TOBACCO: J.A. Northen Named Chapter 11 Trustee NUTRACEUTICAL INT'L: Moody's Assigns B2 CFR; Outlook Stable PACIFIC ALLIANCE: Taps Durham Jones & Pinegar as Bankr. Counsel PALMDALE HILL: SunCal Management is Insider, Court Rules PASSAGE MIDLAND: PCO Files 3rd 60-Day Report PASSAGE VILLAGE: PCO Files 3rd 60-Day Report for Lauren Run PASSAGE VILLAGE: PCO Files 3rd 60-Day Report for Longwood PEABODY ENERGY: Bankr. Court Discharges Greenhouse Gas Suits PENICK PRODUCE: Court Dismisses Bid to Appoint Trustee PERFORMANCE SPORTS: Settles Securities Class Action in New York PLAZA BROADWAY: Hires Quilling Selander Lownds as Counsel POWELL VALLEY HEALTH: Plan Voting Deadline Set for December 1 PUERTO RICO: Governor Cancels $300M Power Contract QUADRANT 4: First Tek Buying All Assets of Stratitude for $1.5M QUOTIENT LIMITED: Perceptive Has 17.4% Stake as of Oct. 24 RANGE RESOURCES: Moody's Hikes CFR to Ba2; Outlook Positive RENNOVA HEALTH: Ceases Trading on Nasdaq Stock Market RIVER CREST: Hires Weickert Allison as Accountant ROBINSON OUTDOOR: November 21 Plan Confirmation Hearing ROBINSON OUTDOOR: Unsecureds to Recover 8-12% Under Latest Plan ROSETTA GENOMICS: Will Hold Its Annual General Meeting on Dec. 31 S B BUILDING ASSOCIATES: Chapter 11 Trustee Appointment Sought SAMSON RESOURCES: Court Rejects D. Jones' Bankruptcy Appeal SHEPHERD UNIVERSITY: M.D. Hashimoto Named Chapter 11 Examiner SIERRA ACQUISITION: Moody's Assigns B2 Corporate Family Rating SOLYMAN YASHOUAFAR: Ch. 11 Trustee's Suit vs H. Abselet Dismissed SOUTHLANDS METROPOLITAN: Moody's Rates $49.3MM GO Refund Bonds Ba1 STANDFAST USA: Hires BIK & Co. LLP as Accountants & Bookkeepers STATE THEATRE OWNER: No Bids Received for Culpeper Moviehouse STRATITUDE INC: May Use Cash Collateral Through Dec. 29 SUNBURST FARMS: Creditors' Panel Hires Arst & Arst as Counsel TALOOK ENTERTAINMENT: U.S. Trustee Unable to Appoint Committee TERRACE MANOR: Sale of Property to WC Smith Approved THINK FINANCE: Taps American Legal as Claims & Notice Agent TI GROUP: Moody's Hikes CFR to B1; Outlook Stable TOWERSTREAM CORP: Files Free Writing Prospectus with SEC TOWN SPORTS: Incurs $13.3 Million Net Loss in Third Quarter TRUE RELIGION: Exits Chapter 11 Bankruptcy After Shareholder Talks TSAWD HOLDINGS: $77K Sale of Fresh & Easy Claim to Bradford Okayed US FLIGHT ACADEMY: Unsecureds to Recover 100% in 3 Years Under Plan VANITY SHOP: Sale of IP Assets Westerdal for $340K Approved VERACRUZ INVESTMENTS: Hires Stone & Baxter as Counsel VERACRUZ INVESTMENTS: U.S. Trustee Unable to Appoint Committee VERONICA PERSAUD: Dixie Buying Lake Worth Property for $410K W.R. GRACE: Entitled to $3.6MM Refund from IRS, Court Rules WJA ASSET: Luxury Wants to Enter Into Contracts with Consultants WYNIT DISTRIBUTION: Sets Bidding Procedures for Inventory WYNIT DISTRIBUTION: Wants to Sell Inventory in Aggregate & in Lots Y&K SUN: Court Directs Appointment of Chapter 11 Trustee [*] Don Holmberg Joins Birch Lake as Managing Director & Principal [*] Lex Machina Releases First Annual Bankruptcy Litigation Report ********* 2004 WYOMING: December 7 Plan Confirmation Hearing -------------------------------------------------- Judge John J. Thomas of the U.S. Bankruptcy Court for the Middle District of Pennsylvania entered an order approving the disclosure statement referring to a chapter 11 plan filed by 2004 Wyoming LP on August 28, 2017. The hearing on confirmation of the plan is fixed on December 7, 2017 at 9:30 a.m. November 16, 2017, is fixed as the last day for (a) submitting written acceptances or rejections of the plan, and (b) filing and serving written objections to confirmation of the plan. November 30, 2017, is fixed as the last day for filing with the Court a tabulation of ballots accepting or rejecting the plan. About 2004 Wyoming, LP 2004 Wyoming LP filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 17-02310) on June 1, 2017. The Petition was signed by James R. Ruby, managing partner. The case is assigned to Judge Judge John J. Thomas. The Debtor is represented by David J. Harris, Esq., at the Law Office of David J. Harris. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $500,000 to $1 million in estimated liabilities. 21ST CENTURY ONCOLOGY: Creditors Object to Disclosure Statement --------------------------------------------------------------- The Creditor Group files an objection to the disclosure statement relating to the Joint Chapter 11 Plan of Reorganization filed by 21st Century Oncology Holdings and its affiliated debtors on July 14, 2017. The Creditor Group includes physicians, contractors, landlords, and practice management groups that are integral to the Debtors' business structure. Among the Creditor Group are Dr. Daniel Dosoretz, Dr. Michael Katin, Dr. James Rubenstein, and Dr. Howard Sheridan, the group of physicians that founded the Debtors in 1983 and also founded the company's international business, along with Alejandro Dosoretz, CEO of Medical Developers, LLC, who currently runs the Debtors' Central and South American operations. Dr. Dosoretz, Dr. Katin, and Dr. Rubinstein, along with Dr. Bruce Nakfoor, directly and indirectly, are responsible for a substantial portion of the Debtors' gross revenues. Additionally, they are the owners of many of the practice management groups upon which the Debtors' Services Agreement Business Model is based. Even further, the leased locations of the Landlords, in the Creditor Group, represent even more of the Debtors' revenue. The Creditor Group complains that the Disclosure Statement should not be approved because it does not provide information of a kind, and in sufficient detail, that would enable such a hypothetical investor to make an informed judgment about the Plan. The Creditor Group asserts that the Disclosure Statement sidesteps many factors known to the Debtors that will bear upon the success or failure of the proposals contained in the Plan. Particularly, the Disclosure Statement fails to disclose the substantial economic risk facing the Debtors without resolution of disputes with the Employees/Contractors, Practice Management Groups, and Landlords that comprise the Creditor Group. While the Debtors may have resolved Plan treatment negotiations with certain creditors, the Debtors have put off resolution of real and substantial issues with the Creditor Group, putting at risk dramatic impairment of gross revenue on which the Debtors will presumably rely in order to reorganize. The Creditor Group asserts that all creditors should know how much revenue is at risk in the absence of resolution of disputes with the Debtors' key constituencies. Pursuant to the Disclosure Statement, unless expressly rejected by the Debtors, all leases and executory contracts will be assumed by the Debtors upon confirmation of the Plan. The Creditor Group believes that the Debtors are seeking an improper blanket assumption of executory contract and unexpired leases without providing the counterparties to those contracts and leases with notice as to a cure amount, or presenting evidence of adequate assurance of future performance. The Creditor Group tells the Court that the Debtors should not be able to assume unidentified contracts. The Creditor Group contends that a number of the Landlords' leases will require millions of dollars of cure payments in order to be assumed. In total, to assume all of the Creditor Group's leases, there will be in excess of $60,000,000 in cure obligations. The Creditor Group tells the Court that the disclosure statement is silent on the cost of assumption of the Creditor Group's leases as well as the ultimate cost of rejection, to wit: the loss of revenue from those leased locations. The Creditor Group asserts that the Debtors' creditors should be fully informed as to both anticipated expenses and potential loss of revenue. To be sure, the Creditor Group would prefer to have arrangements for their treatment resolved such that they can support the Plan. But the reality is that the Debtors have expended substantial professional resources in negotiating plan treatment and payment for creditors outside of the Creditor Group, even though those creditors do not generate revenue for the Debtors. The Creditor Group suggests that the Debtors should assume (and must disclose) that, without satisfactory treatment of the Creditor Group, the Debtors will lose hundreds of millions of dollars of annual revenue. Moreover, given the Plan treatment for unsecured creditors, the Creditor Group asserts that it would be impossible for any creditor to anticipate the level of distribution on any allowed amount of their claim that they would receive in either cash or stock, or how much any stock distribution may be diluted. Such a haze over the treatment of creditors is anathematic to the statutory mandate of disclosure sufficient to enable a hypothetical investor of the relevant class to make an informed judgment about the Plan. Further, the Creditor Group points out that the disclosure statement does not even consider the possibility or consequences if certain of the Debtors' key constituencies (including certain of the Creditor Group) leave the Debtors when their contracts are rejected and/or indemnification denied, or if the leases at their practice locations are rejected. Without these key professionals, the Creditor Group asserts that it will be impossible for the Debtors to service their post-confirmation indebtedness, and without projections that consider this outcome, there is not only no meaningful way to evaluate the Plan's feasibility, but the Plan itself is not feasible. The Creditor Group is represented by: Steven M. Berman, Esq. SHUMAKER, LOOP & KENDRICK, LLP 101 E. Kennedy Blvd., Suite 2800 Tampa, Florida 33602 Telephone: (813) 229-7600 -- and -- Michael P. Richman, Esq. Robert A. Rich, Esq. HUNTON & WILLIAMS LLP 200 Park Avenue New York, New York 10166 Telephone: (212) 309-1000 Facsimile: (212) 309-1100 About 21st Century Oncology 21st Century Oncology Holdings, Inc., is a global provider of integrated cancer care services. As of March 31, 2017, the company operated 179 treatment centers, including 143 centers located in 17 U.S. states and 36 centers located in seven countries in Latin America. 21st Century and 59 U.S. affiliates filed Chapter 11 petitions under the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22770) on May 25, 2017. At the time of the filing, the Debtors estimated their assets and debt at $1 billion to $10 billion. The cases are pending before the Hon. Judge Robert D. Drain. Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP, serves as the Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent. On June 8, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee has tapped Morrison & Foerster LLP as counsel and Berkeley Research Group, LLC, and financial advisor. 25-54 CRESCENT: Bakalis Buying Astoria Property for $1.1M --------------------------------------------------------- Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York will convene a hearing on Nov. 15, 2017 at 2:30 p.m. to consider 25-54 Crescent Realty, LLC's sale of residential property located at 25-58 Crescent Street, Astoria, New York to Harry Bakalis for $1,075,000. The objection deadline is Nov. 8, 2017 at 5:00 p.m. The Debtor owns a 100% interest in the Real Property. Subsequent to the Petition Date, by Order of the Court dated April 12, 2017, the Debtor retained a real estate broker and actively marketed the Real Property for sale. The Real Property has been marketed for the past seven months. On Oct. 12, 2017, the Debtor entered into a written agreement with the Purchaser for the purchase and sale of the Real Property. The Contract represents the highest accepted offer. Pursuant to the Contract, the Purchaser has agreed to pay the Debtor $1,075,000 for the Real Property with $75,000 downpayment upon signing of the Contract. Sterling Bank, 29-34 30th Avenue, Astoria, New York will hold the said downpayment. The closing will take place at the office of the Seller's counsel 30-05 30th Avenue, Suite 300, Astoria, New York on Dec. 20, 2017 at 11:00 a.m. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/25-54_Crescent_64_Sales.pdf The Debtor does not believe that 25 Crescent Funding LLC, who has the mortgage lien on the Real Property, will object to the Sale since, after payment of all fees and expenses related to the Sale, the Sale will net approximately $1,000,000. Therefore, in the business judgment of the Debtor, the Sale of the Real Property free and clear of all liens, and fixing amounts from the proceeds to pay the its creditors, is in the best interests of the Debtor, its creditors and estates. The Purchaser is represented by: Nick Tsoromokos, Esq. TSOROMOKOS & PAPADOPOULOS, PLLC 4502 Ditmars Blvd., Suite 1000 Astoria, NY 11105 Telephone: (718) 721-1250 Facsimile: (718) 721-1170 About 25-54 Crescent Realty Headquartered in Astoria, New York, 25-54 Crescent Realty LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 17-40560) on Feb. 8, 2017, disclosing $4.55 million in total assets and $3.25 million in total liabilities. The petition was signed by Petros Konstantelos, member. Judge Carla E. Craig presides over the case. The Debtor is represented by Peter Corey, Esq., at Macco & Stern, LLP. The Debtor has hired Shaw Country Realty as real estate broker; and Voro LLC as broker to market certain residential real property located at 25-28 Crescent Street, Astoria, NY 11102. No creditors' committee has been appointed by the Office of the U.S. Trustee. 477 WEST: Nov. 9 Confirmation Hearing on Secured Creditor's Plan ---------------------------------------------------------------- 477 W. 142nd Funding LLC, as the first mortgagee and sole secured creditor of 477 West 142nd Street Housing Dev. Fund Corp., filed with the U.S. Bankruptcy Court for the Southern District of New York an amended disclosure statement dated Oct. 4, 2017, in connection with its revised amended Chapter 11 plan of reorganization. A hearing to consider the confirmation of the Plan will be held on Nov. 9, 2017, at 2:00 p.m., prevailing New York Time. Objections to the plan confirmation must be filed by Nov. 2, 2017. Ballots for acceptance or rejection of the Plan will accompany the Plan, and should be completed by all voting classes of creditors and must be filed by Nov. 2, 2017, at 5:00 p.m. prevailing New York. Class 1 is comprised of the allowed Real Estate Claims of New York City, which filed several proofs of claims including alleged taxes due to DOF ($535,421.96), alleged ECB violations ($111,669.76) and alleged HPD civil penalty judgments ($71,245.28). The proofs of claim filed by the City are being reviewed, but appear to be overstated, and will be the subject of an objection. Whatever amount is ultimately allowed by the Court, it will be paid on the Effective Date by Newco. The City of New York will receive a cash payment on the Closing Date equal to the undisputed amount of all outstanding real estate taxes, ECB violations and HPD civil penalty judgments. Reserves will be established with the Disbursing Agent, at closing to address all disputed amounts claimed by DOF, ECB or HPD pending final allowance thereof. Class 1 is unimpaired. Class 2 consists of the Secured Claim of 477 Funding. This claim is held by 477 Funding as assignee of Madison Park Investors LLC and E.R. Holdings LLC of a (i) mortgage note in the principal amount of $650,000, dated Sept. 20, 2007; and (ii) a mortgage and security agreement, dated Sept. 20, 2007, encumbering the Debtor's real property located at 477 West 142nd Street, New York, New York, and securing the repayment of the Note, as duly recorded with the New York City Office of the City Register on Oct. 4, 2007, at CRFN 2001000507377, together with all interest, costs, fees, charges and other amounts to which 477 Funding is entitled pursuant to the Note and Mortgage. The assignment instrument, dated March 23, 2015, was duly filed and recorded with the New York City Office of the City Register at CRFN 2015000123482. A judgment of foreclosure was entered against the Debtor in favor of 477 Funding on June 26, 2015, in the total sum of $1,655,393.32. As of the Petition Date, there was due and owing to 477 Funding the sum of $1,725,044.92, including all accrued interest, plus fees, taxes, insurance and other charges including attorney's fees. Additionally, post-petition interest, costs and fees have been accrued, increasing the total claim to approximately $2.2 million (subject to accounting). Newco's assumption of the mortgage debt as part of the sale and transfer of the Property means that 477 Funding will effectively credit bid its Class 2 claim in consideration for transfer of title to the Property to Newco on the Closing Date. Class 2 is impaired. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb15-12178-140.pdf As reported by the Troubled Company Reporter on Aug. 25, 2017, 477 W. 142nd Funding filed with the Court a disclosure statement in connection with its revised amended Chapter 11 plan of reorganization. This Plan is predicated upon a sale and transfer of the Debtor's real property located at 477 West 142nd Street, New York, New York, to 477 Funding's designee without an auction process. The sale would be free and clear of all claims, liens, taxes, and encumbrances (except for the mortgage debt which will be assumed by Newco). In consideration for the sale and transfer of the Property, Newco would pay all allowed claims and capital gains taxes in bankruptcy, including allowed Administrative Expenses; claims of New York City for allowed and outstanding real estate taxes, water bills, ECB violations and HPD judgments; and any allowed unsecured claims. These claims are projected to aggregate no more than $2.8 million, and likely substantially less, depending on the outcome of objections. About 477 West 142nd Street 477 West 142nd Street Housing Dev. Fund Corp. is primarily in the business of ownership of real property located at 477 West 142nd Street, New York, New York, also known as 1661-1669 Amsterdam Avenue, New York, New York. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-12178) on Aug. 5, 2015. The court appointed Gregory Messer, Esq., as Chapter 11 trustee by orders dated March 17 and 21, 2016. The trustee is represented by Adam P. Wofse, Esq., at Lamonica Herbst & Maniscalco, LLP. 488-486 LEFFERTS: Madison Park To Be Paid in Cash Upon Sale Closing ------------------------------------------------------------------- 488-486 Lefferts, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of New York a second plan of reorganization dated Oct. 4, 2017. Payment of the Class 2 Madison Park Investors, LLC (assigned to Vintage) Claim pursuant to the 9019 court order will be in cash of allowed amount upon the closing of the sale of the Debtor's two adjacent parcels of undeveloped land located at 488-486 Lefferts Avenue, Brooklyn, New York. This class is unimpaired by the Plan. Holders of Class 4 General Unsecured Claims will be paid in full in cash of allowed amount within 30 days of the Effective Date, plus interest at the Legal Rate from the later of the Petition Date, to the extent required by the applicable law, through the payment date unless the creditor agrees to a less favorable treatment of the allowed claim. This class is unimpaired by the Plan. A copy of the Second Plan is available at: http://bankrupt.com/misc/nyeb15-42716-88.pdf The Troubled Company Reporter previously reported that the disclosure statement filed on Aug. 1 proposes to pay the allowed amount of Class 4 general unsecured claims in full in cash, plus interest, within 30 days of the effective date of the plan. Unsecured claims total approximately $21,024. 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. A.J. & M.C. RAMOS: Unsecureds to Recoup 100% Over Four Years ------------------------------------------------------------ A.J. & M.C. Ramos Partners, Ltd., filed with the U.S. Bankruptcy Court for the Southern District of Texas an amended disclosure statement dated Oct. 16, 2017, referring to the Debtor's reorganization plan dated Oct. 16, 2017. General unsecured creditors are classified in Class 3, and will receive a distribution of 100% of their allowed claims, to be distributed as follows semi-annual payments over a period of 4 years. Holders will receive a monthly payment of $2,954.67 starting Nov. 1, 2017. Payments and distributions under the Plan will be funded by Alvaro Ramos, who will pay from his income and liquidation of property the plan payments. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb15-20467-93.pdf As reported by the Troubled Company Reporter on July 19, 2016, the Debtor on July 12 filed with the Court a Chapter 11 plan of reorganization, which proposed to pay general unsecured creditors in full. Under the restructuring plan, general unsecured creditors classified in Class 3 would receive a distribution of 100% of their claims 72 months after the plan takes effect. The plan would be funded from the proceeds of the sale of A.J. & M.C. Ramos' real estate located in Corpus Christi, Texas. About A.J. & M.C. Ramos A.J. & M.C. Ramos Partners, LTD., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 15-20467) on Nov. 30, 2015. The case is assigned to Judge David R. Jones. ACADIANA MANAGEMENT: PCO Files 1st Supplemental Report for Tulsa ----------------------------------------------------------------- Susan N. Goodman, the appointed patient care ombudsman for Acadiana Management Group, LLC, submits her first supplemental report regarding her evaluation of the quality of patient care provided at AMG Specialty Hospital - Tulsa. The PCO visited the Tulsa facility and filed Patient Care Ombudsman's First Interim Report on September 1, 2017. The PCO now submits her first supplemental report – Tulsa to update the Court on a recent federal complaint investigation. The State of Oklahoma Facility Services Division personnel conducted a survey in response to a Medicare complaint. On October 5, 2017, three "immediate jeopardy" tags were issued covering the areas of Infection Control, Pharmacy, and Nursing Services. The PCO explains that "immediate jeopardy" tags are issued when there is a finding of non-compliance with what are known as Conditions of Participation -- essentially the regulations that govern healthcare operations for federal licensure -- that would likely cause serious harm, injury, impairment, or death to a patient if not corrected. The PCO reports to the Court that the corporate leadership proactively informed her of the tags and the facility's corrective action efforts -- termed the Plan of Removal. The PCO contacted the Administrative Programs Manager for the Oklahoma State Department of Health Facility Services Division and has been in regular follow-up and contact with the site location. However, because the Removal Plan has not yet been accepted as corrective of the tag findings, PCO informs the Court of the facility's continued "immediate jeopardy" status. The PCO observes that the Debtor's staff coverage (the ratio of patients to assigned clinical staff) remained consistent pre and post-petition. Additionally, the PCO observes that the "immediate jeopardy" determinations did not appear to involve supply availability issues. The PCO also notes that the Debtor has experienced turnover in the pharmacist and wound-nurse roles, and these departures has been reported to the PCO as operational in nature. The PCO assures the Court that it will remain engaged with this location with further reporting on the removal plan outcomes in her Second Interim Report that will be filed in early November. A full-text copy of the PCO's First Supplemental Report - Tulsa is available at: http://tinyurl.com/ycuse6ot About Acadiana Management Acadiana Management and several affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on June 23, 2017. The petitions were signed by August J. Rantz, IV, president. Acadiana Management estimated assets of less than $50,000 and debt at $50 million and $100 million. Judge Robert Summerhays presides over the cases. Gold, Weems, Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Susan Goodman was appointed as patient care ombudsman. ADVANTAGE ENERGY: Trustee Hires Stout Risius as Financial Advisor ----------------------------------------------------------------- Loretta Cross, as Chapter 11 Trustee of Advantage Energy Joint Venture, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to employ Stout Risius Ross, LLC as financial advisor to the Trustee. Stout's duties and responsibilities are: a. provide financial advisory services related to the reporting to the Court regarding the Debtor's estate; b. assist in marshaling the Debtor's assets for the marketing and sale process; c. prepare any reports required under the bankruptcy rules or orders; d. provide cash forecasting, preparation of pro formas or other analysis needed for the Court or Debtor to utilize in the process; e. provide testimony, as needed and if requested by counsel or the Trustee, Stout may provide additional services including negotiating with parties in interest and general case management, as needed to help to carry out Stout's duty to the Trustee. Stout's hourly rates range from $75 to $650. Margaret A. Ceconi will lead the engagement. Ms. Ceconi's current hourly rate is $455 and STOUT has agreed to use 2017 rates for this engagement. Margaret A. Ceconi, director at Stout Risuis Ross, Inc., attests that neither she nor SRR and its staff represent any interest adverse to AEJV, LLC as required by 11 U.S.C. Sections 327(a), 328(a), and 504. Additionally, they are disinterested persons as defined by 11 U.S.C. Sec. 104(14). The Firm can be reached through: Margaret A. Ceconi Stout Risuis Ross, Inc. 1000 Main Street, Suite 3200 Houston, TX 77002 Phone: +1.713.225.9580 Fax: +1.713.225.9588 Email: mceconi@stoutadvisory.com About Advantage Energy Joint Venture Consultants International Services LP and Meredith Interests Consulting LP filed an involuntary Chapter 11 petition against Advantage Energy Joint Venture on July 26, 2017 (Bankr. S.D. Tex. Case No. 17-34469). The case is assigned to Judge Jeff Bohm. The Petitioners are represented by Gregg K. Saxe, Esq., in Houston, Texas. Loretta Cross has been appointed as Chapter 11 Trustee of Advantage Energy Joint Venture. ADVANTAGE ENERGY: Trustee Taps Rosenthal Law Firm as Counsel ------------------------------------------------------------ Loretta Cross, as Chapter 11 Trustee of Advantage Energy Joint Venture, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to employ Rosenthal Law Firm, PLLC as counsel and designate Trent L. Rosenthal as lead counsel. Legal services required of Rosenthal are: a. analyze the financial situation and render advice and assistance to the Trustee; b. advise the Trustee with respect to its powers and duties as a Trustee; c. conduct appropriate examinations of witnesses, claimants and other persons; d. prepare and file all appropriate petitions, schedules of assets and liabilities, statement of affairs, answers, applications and other legal papers; and consult with and advise the Debtor in connection with the operation of or the termination of the operation of the business of the Trustee; e. represent the Trustee at the first meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; f. represent the Trustee in all proceedings before the Court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; g. prepare, file, negotiate and prosecute a Disclosure Statement and Plan of Reorganization; h. advise and consult with the Trustee concerning questions arising in the conduct of the administration of the estate and concerning the Trustee’s rights and remedies with regard to estates' and the claims of secured, priority and any other unsecured creditors; i. investigate pre-petition transactions and prosecute, if appropriate, preferences and other avoidance actions arising under the Trustees' avoidance powers or any other causes of action held by the estate; j. defend, if necessary, any Applications to lift the automatic stay, contested matters and/or adversary proceedings, and analyze and prosecute any objections to claim; k. provide any and all legal services as may be necessary in connection with the Trustee's chapter 11 case; and l. appear on behalf of the Trustee before this Court. Rosenthal Law Firm's hourly rate are: Mr. Rosenthal $450 Mr. Cohen $450 Associates $300 Paralegals $100 Trent L Rosenthal attests that neither he nor Rosenthal Law Firm hold or represent any interest adverse to the Trustee's estates in these cases and are disinterested within the meaning of Sec. 101(14) of the Bankruptcy Code. The Counsel can be reached through: Trent L. Rosenthal, Esq. ROSENTHAL LAW FIRM, P.L.L.C. 675 Bering, Suite 150 Houston, TX 77057 Tel: (713) 647-8177 Fax: (713) 647-8127 Email: trosenthal@rosenthallaw.com About Advantage Energy Joint Venture Consultants International Services LP and Meredith Interests Consulting LP filed an involuntary Chapter 11 petition against Advantage Energy Joint Venture on July 26, 2017 (Bankr. S.D. Tex. Case No. 17-34469). The case is assigned to Judge Jeff Bohm. The Petitioners are represented by Gregg K. Saxe, Esq., in Houston, Texas. Loretta Cross has been appointed as Chapter 11 Trustee of Advantage Energy Joint Venture. AMERICAN CONSUMERS: Selling Remaining Assets for $24K ----------------------------------------------------- Judge Nicholas W. Whittenburg of the U.S. Bankruptcy Court for the Eastern District of Tennessee will convene a hearing on Nov. 16, 2017, at 10:30 a.m. to consider the sale by American Consumers, Inc., doing business as Shop-Rite Supermarkets, of remaining assets: (i) 2013 Chevrolet Equinox (Black) to James and Reba Southern for $5,000; (ii) 2013 Chevrolet Equinox (Red) to James P. Chappell for $5,500; (iii) 2012 Chevrolet Silverado to Todd Richardson for $11,000; (iv) 2001 Dodge 350 Truck to Rick Millard for $1,200; and miscellaneous office equipment to James P. Chappell for $1,000. On Sept. 15, 2017, the Debtor sold a majority of its assets to Mitchell Grocery Corp. On Oct. 16, 2017, the Debtor closed the sale to Mitchell and, accordingly, is no longer operating any of its grocery stores. The Debtor proposes to sell these remaining assets to the purchasers free and clear of any and all liens, claims, interests and encumbrances: a. 2013 Chevrolet Equinox (Black): 98,497 miles, good condition, cracked windshield. Lienholder is Ally Bank in the amount of $4,285 thru Oct. 17, 2017. Purchaser Reba Southern is the CFO of the Debtor. b. 2013 Chevrolet Equinox (Red): 95,587 miles, good condition. Lienholder is Ally Bank in the amount of $3,379 thru Oct. 17, 2017. Purchaser Chappell is the owner of Chappell Home Town Foods, LLC. c. 2012 Chevrolet Silverado: 103,300 miles, good condition. Purchaser Richardson is the President of the Debtor. d. 2001 Dodge 350 Truck: 586,000 miles, rough condition. Purchaser Millard was previously employed as a maintenance worker for the Debtor. e. Miscellaneous Office Equipment: 9 CPU's, 6 printers, 1 fax machine, 1 copy machine, 10 desks, 3 bookcases, 10 desk chairs, range, refrigerator, microwave oven, filing cabinets, 2 safes, outdated computer and store equipment All sales are as-is with no representations or warranties by the Debtor. No commissions are being paid. Moreover, the sales prices exceed Ally's liens on the two secured vehicles. The liens of Ally Bank will attach to the proceeds of the sale. Ally Bank has consented to the sale of the vehicles. The Debtor intends to satisfy the claim of Ally Bank immediately after the sale proceeds are received. The Debtor believes that the sale of the property is in the best interests of its estate and its creditors. All of its operations have ceased and the Debtor has no prospective use for the property. It believes that the proposed purchase price is fair and is likely to be the highest and best offer that it could reasonably obtain for the property within the foreseeable future. The Debtor believes that the proposed sale is financially advantageous to the Debtor, in that no commissions or other expenses of sale are to be charged. The Debtor recognizes at least two of the proposed purchasers are insiders. It will be prepared at the hearing on the Motion, if necessary, to demonstrate that there was no collusion, and that the Debtor attempted to locate purchasers for the property. The Debtor asks that the Court waives the 14-day stay under the Bankruptcy Rule 6004(h). About American Consumers American Consumers, Inc., d/b/a Shop-Rite Supermarkets, owned and operated seven grocery store operations located in Tennessee, Alabama and Georgia. The lease of the grocery store located in Ringgold, Georgia was previously rejected by operation of law, and its operation of that store has ceased. As a result, Debtor now has six grocery stores in the following locations: (i) Dayton, Tennessee; (ii) Jasper, Tennessee; (iii) Stevenson, Alabama; (iv) Tunnel Hill, Georgia; (v) Chickamauga, Georgia; and (vi) LaFayette, Georgia. In addition, its office is located in Fort Oglethorpe, Georgia. The company does not own any real property. Instead, it leases the real property on which each of the foregoing grocery store operations is located. The Fort Oglethorpe, Georgia-based Company filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 17-10189) on Jan. 17, 2017, estimating $1 million to $10 million in both assets and liabilities. The petition was signed by Todd Richardson, chief executive officer. The Hon. Nicholas W. Whittenburg presides over the case. Harold L North, Jr., Esq., at Chambliss Bahner & Stophel, P.C., serves as bankruptcy counsel to the Debtor. ANITA LAL: Sale of Interest in Demised Property or 234 Auto Denied ------------------------------------------------------------------ Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern District of Virginia denied Anita Lal's sale of her 50% interest in a lease for the commercial premises located at 14843 Dumfries Road, Manassas, Virginia ("Demised Premises") and the assets located upon the Demised Premises, or in the alternative, her 50% membership interest in 234 Auto & Truck Salvage Yard, LLC at auction. The Debtor proposed to sell her 50% interest in the Demised Property or in 234 Auto free and clear of liens, claims, rights, and interests. Anita Lal sought Chapter 11 protection (Bankr. E.D. Va. Case No. 17-12444) on July 14, 2017. The Debtor tapped John P. Forest, II, Esq., at StahlZelloe, P.C. as counsel. BADLANDS ENERGY: Badlands Production's All Assets Sale for $5M OK'd ------------------------------------------------------------------- Judge Kimberley H. Tyson of the U.S. Bankruptcy Court for the District of Colorado authorized Badlands Production Co.'s Purchase and Sale Agreement, dated as of Aug. 7, 2017, with Wapiti Utah, L.L.C., formerly known as Wapiti Newco, L.L.C., in connection with its sale of substantially all assets for $5 million and the assumption of specified liabilities and obligations of the Debtor. The Sale Hearing was held on Oct. 25, 2017. The sale is free and clear of all Liens, Claims, and other interests of any kind or nature whatsoever. The Debtor's Property is also subject to a Consent Decree entered March 24, 2014, in the case Gasco Energy, Inc. v. Environmental Protection Agency, Civil No. 1:12-CV- 1658-MSK-BNB (D. Colo.) which resolved allegations concerning violations of Section 404 of the Clean Water Act by illegally filling wetlands located in an area designated by the United States Fish and Wildlife Service as critical habitat for several endangered species of fish. The Debtor is authorized and directed in accordance with sections 105(a) and 365 of the Bankruptcy Code to (i) assume and assign to Buyer, effective upon the Closing of the Sale, the Assumed Contracts free and clear of all Liens, Claims, and other interests of any kind or nature whatsoever (other than the Permitted Encumbrances and Assumed Liabilities); and (ii) execute and deliver to the Buyer such documents or other instruments as the Buyer reasonably deems may be necessary to assign and transfer the Assumed Contracts, Permitted Encumbrances, and Assumed Liabilities to the Buyer. Unless otherwise agreed and stated on the record at the Sale Hearing, the respective amounts set forth under the "Cure Amount" column on Exhibit 1 reflects the sole amounts necessary under section 365(b) of the Bankruptcy Code to cure all monetary defaults and pay all pecuniary losses under the Assumed Contracts, and no other amounts are or will be due in connection with the assumption by the Debtor and the assignment to the Buyer of the Assumed Contracts. All defaults or other obligations of the Debtor under the Assumed Contracts arising or accruing prior to the Closing (without giving effect to any acceleration clauses or any default provisions of the kind specified in section 365(b)(2) of the Bankruptcy Code) will be cured by the Buyer at the Closing or as soon thereafter as practicable by payment of the Cure Amounts. Except for a Contract Counterparty who has filed a timely objection to the Cure Amount by Oct. 17, 2017 or by the objection date applicable to any Previously Omitted Contracts, such counterparty is deemed to have consented to such Cure Amount. With respect to any timely-filed Contract Objections, such objections will be resolved in accordance with the procedures set forth in the Bid Procedures Order. At the closing of the Sale to the Buyer, the Buyer will deliver the cash purchase price payable under the Agreement directly to the Debtor, which will hold such proceeds pending further Court order that determines and resolves the nature, extent, and priority of all creditors who assert secured claims and/or Liens against such proceeds including Halliburton and Garrison Loan Agency Services, LLC ("Agent"), in its capacity as administrative agent for the Debtor's prepetition and post-petition credit facilities. All parties in interest asserting a secured claim and/or Lien against the Debtor, including the Agent and Halliburton, but excluding Wapiti Oil & Gas II, LLC ("Wapiti II"), reserve their rights and claims in connection with determination of the nature, extent, validity, and priority of such asserted secured claims and/or Liens against the proceeds of the Sale, including the claims pending in the Halliburton Adversary. Notwithstanding anything in the Sale Order to the contrary, the Debtor assumes and assigns to Buyer all the executory contracts between the Debtor and Wapiti II, subject to Wapiti II's continued assertion that the COA terminated prepetition which will be resolved by agreement or in adversary proceeding number 17-1377 KHT ("Wapiti Adversary"). In addition, the Buyer will substitute for the Debtor as the real party in interest in the Wapiti Adversary. The Buyer will pay any and all cure costs related to assumption of the Wapiti II Contracts and will pay any and all amounts determined to be owed by final order in the Wapiti Adversary. To reiterate, the Buyer will be responsible for (i) any and all amounts determined to be due to Wapiti II as cure costs for the assumption of Wapiti II Contracts, (ii) all amounts that Wapiti II establishes are owed by the Debtor in the Wapiti Adversary, and (iii) any amounts that Wapiti II establishes that it would otherwise be owed from the sale proceeds, it being understood that none of the sale proceeds will be distributed to Wapiti II in the nature of a cure payment for assumption of the Wapiti II Contracts, satisfaction of an operator's lien, or any other encumbrance, Lien, Claim, or Interest. If it is determined by agreement or in the Wapiti Adversary that the COA cannot be assumed by the Buyer, the Buyer will turnover operations to Wapiti II as soon as reasonably possible. In the event Buyer and the Wapiti II cannot resolve the Wapiti Adversary, then either the Buyer or Wapiti II may continue to prosecute the Wapiti Adversary or commence another litigation in any court of competent jurisdiction. The sale of the Property is subject to the determination in the Monarch Adversary, subject to the parties' rights to appeal, whether Monarch's gas gathering agreement or the salt water disposal agreement is a "covenant running with the land" and thus cannot be sold free and clear. Subject to a decision and the entry of a final, non-appealable order in the Monarch Adversary (which will control the ultimate interests of the parties) if it is determined that the Monarch agreements cannot be rejected or sold free and clear, the Buyer will be responsible for the obligations under the agreements, including any pre-petition obligations that cannot be sold free and clear, or that the Court otherwise determines must be cured by the Buyer. The Buyer is not responsible for paying any pre-petition claims that Monarch has against the Debtor unless it is determined in the Monarch Adversary, subject to the parties' rights to appeal, that the Buyer is required to pay such pre-petition claims. For cause shown, pursuant to Bankruptcy Rules 6004(h) and 6006(d), the Sale Order will not be stayed, will be effective immediately upon entry, and the Debtor and the Buyer are authorized to close the Sale immediately upon entry of the Sale Order. Entry of the Sale Order is without prejudice to the rights of Dorrier Equities, Ltd. and Markham, LLC c/o McIntyre Partners to assert any further objections to the distribution of sale proceeds, or to assert any objection, right, claim, or interest in any of the Debtors' Chapter 11 cases, all of which rights, claims, and interests are reserved to Dorrier Equities, Ltd. and Markham, LLC c/o McIntyre Partners as parties in interest under the Bankruptcy Code and applicable law. Further, entry of the Sale Order is without prejudice to the Debtors, the Agent, or any other party to respond to any objection and/or assert an interest in sale proceeds, and the reservation of rights set forth will not waive, modify, or impair the rights of the Debtors and/or the Agent to enforce the terms of any subordination agreements or other agreements between the parties, including the right to assert that any objection raised by Dorrier Equities, Ltd. and/or Markham, LLC c/o McIntyre Partners is prohibited by or violates such agreements. Moreover, the reservation of rights set forth will not expand any rights or release any obligations of Dorrier Equities, Ltd. and/or Markham, LLC c/o McIntyre Partners that have been voluntarily waived by agreement of the parties. About Badlands Energy Denver, Colorado-based Badlands Energy, Inc. -- http://badlandsenergy.framezart.com/-- is an E&P company that has been involved in the Uinta Basin for over a decade. The Company also operates in California and has been involved in exploration projects in Wyoming and Nevada. Initially operating as a public company known as Gasco Energy, Inc., the Company underwent a restructuring that was completed in October 2013. This resulted in a recapitalization followed by taking the company private. The final step in this was a name change to Badlands Energy, Inc. Badlands Energy, Inc., Badlands Production Co., Badlands Energy-Utah, LLC, and Myton Oilfield Rentals, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case Nos. 17-17465, 17-17467, 17-17469 and 17-17471) on Aug. 11, 2017. The petitions were signed by Richard Langdon, president and CEO. Badlands Energy estimated assets at $10 million to $50 million and liabilities at $50 million to $100 million; Badlands Production's assets at $1 million and $10 million and liabilities at $10 million to $50 million; Badlands Energy-Utah's assets at $1 million to $50 million; and Myton Oilfield Rentals' assets at $100,000 to $500,000 and liabilities at $10 million to $50 million. The cases are assigned to Judge Kimberley H. Tyson. The Debtors tapped Lindquist & Vennum LLP as their counsel and Parkman Whaling LLC as their financial advisor. R2 Advisors, LLC is the Debtor's consultant. BALDWIN PARK: PCO Files 2nd 60-Day Report ----------------------------------------- Joseph Rodrigues, the patient care ombudsman for Baldwin Park Congregate Home, Inc., filed with the U.S. Bankruptcy Court for the Central District of California his second 60-day report covering the period August, September, and October 2017. WISE & Healthy Aging is the designated Long-Term Care Ombudsman Program for Los Angeles County and is the local representative of the Office of the State LTC Ombudsman. As mandated by the federal Older Americans Act, LTC Ombudsman representatives identify, investigate and resolve complaints that are made by, or on behalf of residents of LTC facilities that relate to action, inaction or decisions that may adversely affect the health, safety, welfare or rights of residents. Lizette Arzola, MSW, MSG is the local Ombudsman representative assigned to this facility. The local Ombudsman Program has conducted three visits during this reporting period, covering August, September, and October 2017. All visits during this reporting period were during the 7:00 a.m. to 7:00 p.m. shift and occurred on August 25, September 14, and October 5, 2017. During the three visits, the facility appeared to have sufficient staff and there appeared to be sufficient fresh food. The environment was clean and there were no safety hazards noted. All residents appeared comfortable and clean and did not express any concern regarding their care or supervision. During each Ombudsman visit, there were outside visitors present, the majority of which did not express any concerns regarding care or supervision. During the August 25, 2017 visit, the local Ombudsman Program received a complaint regarding the facility staff and/or physician not providing the necessary assistive medical devices for a non-verbal, paralyzed resident. There was limited action taken by the Ombudsman representative as she did not receive consent from the resident's conservator prior to the resident being transferred from the facility to an acute hospital on August 25, 2017. As of October 5, 2017 the resident had not returned to the facility. During the Ombudsman visit on Sept. 14, 2017, there were no complaints received from residents or visitors. The Ombudsman representative noted that there appeared to be a limited supply of gastrostomy tube (g-tube) formula. During this visit, the facility had 10 residents, seven of whom required g-tube formula. On October 5, 2017, the Ombudsman representative noted that there again appeared to a limited supply of g-tube formula. On this same date, the facility had 10 residents, approximately six of whom required g-tube formula. The Ombudsman representative again observed there to be limited supply of g-tube formula. The Ombudsman representative also noted that the temperature throughout the facility was much warmer than usual. Upon reviewing the two thermostats, the Ombudsman representative noted that the temperatures were 82 degrees Fahrenheit and 79 degrees Fahrenheit at approximately 6:30 p.m. The patient care ombudsman recommends that the facility follow mandated elder and dependent abuse reporting laws, stock adequate g-tube food supplies for daily use and enough to get them through an emergency and ensure proper temperatures within the building at all times. A full-text copy of the PCO's Second Report is available at: http://bankrupt.com/misc/cacb2-17-13634-200.pdf About Baldwin Park Congregate Home Baldwin Park Congregate Home, Inc., owns and operates a skilled nursing facility in Baldwin Park, California. Baldwin Park Congregate Home filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-13634) on March 24, 2017, estimating assets in the range of $0 to $50,000 and liabilities of up to $10 million. Eileen Cambe, the CEO, signed the petition. The Hon. Julia W. Brand presides over the case. The Debtor is represented by Giovanni Orantes, Esq., of Orantes Law Firm. Joseph Rodrigues was appointed Patient Care Ombudsman in the Chapter 11 Case of Baldwin Park Congregate Home, Inc. BAY CIRCLE: Providence Group Buying Gwinnett Property for $2M ------------------------------------------------------------- NRCT, LLC, an affiliate of Bay Circle Properties, LLC, et al., ask the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of real property consisting of approximately 10 acres of vacant land at the northwest corner of Tench Road and Peachtree Industrial Boulevard, Gwinnett County, Georgia, and improvements located thereon, to The Providence Group of Georgia, LLC for $2,000,000. A hearing on the Motion is set for Nov. 30, 2017 at 1:30 p.m. Objections, if any, must be filed five days prior to the Hearing. NCRT and the Purchaser entered into the Agreement of Purchase and Sale. The sale of the Property will be free and clear of all liens, claims and encumbrances. The pertinent terms of the Agreement and the resulting transaction are: a. Purchased Property: b. Purchase Price: $2,000,000 c. Deposit: $25,000 d. The Debtor will pay real estate transfer taxes, pro-rated real estate taxes for the year of closing to the closing date, and the Debtor's attorney's fees. e. The commission fee of RG Real Estate, as set forth in Exclusive Listing Agreement for Sale of Real Property, will be paid from the proceeds of sale at closing. f. All other closing costs will be paid by Purchaser. g. The transaction is contingent upon the Buyer's application to rezone the Property to the PMUD zoning category pursuant to applicable City of Suwanee, Georgia zoning ordinances. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Bay_Circle_793_Sales.pdf Pursuant to Bankruptcy Rule 2002(a)(2) and (c), the Debtor is required to noti$r, inter alia, the Debtor's creditors of a proposed sale of the assets outside of the ordinary course of business. The Motion and an accompanying Notice of Hearing will be served on all creditors of the Debtor. The Debtor does not require the Property in order to successfully reorganize in bankruptcy. The sale of the Property will allow the Debtor to receive the maximum value for the Property. The Purchaser: THE PROVIDENCE GROUP OF GEORGIA, LLC c/o Warren S. Jolly 11340 Lakefield Drive, Suite 250 Johns Creek, GA 30097 Telephone: (678) 475-1800 E-mail: wjolly@the providencegroup.com The Purchaser is represented by: Darla G. McKenzie, Esq. MORRIS, MANNING & MARTIN, LLP 990 Hammond Drive, Suite 300 Atlanta, GA 30328 Telephone: (404) 255-6900 E-mail: dmckenzie@mmmlaw.com The Escrow Agent: FIDELITY NATIONAL TITLE INSURANCE CO. c/o Linda L. Hart 5565 Glenridge Connector, Suite 300 Atlanta, GA 30342 Telephone: (770) 850-9600 E-mail: Linda.hart@fntg.com The Seller: NCRT, LLC 6050 Peachtree Industrial Blvd. Norcross, GA 30071 E-mail: cthakkar@dctsystems.net - and - John E. Taylor 4880 Lower Roswell Road Suite 165 #247 Marietta, GA 30068 E-mail: john@taylorlegal.net - and - Brian J. Stephens STEPHENS CAPITAL 241 W. Wieuca Road, Ste.210 Atlanta, GA 30342 E-mail: brian.stephens@stephenscapital.net About Bay Circle Properties Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16 different real properties including significant undeveloped acreage. The properties also include office/warehouse buildings, retail shopping centers and free standing single tenant buildings. Bay Circle Properties, et al., filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May 4, 2015. The Chapter 11 cases are jointly administered. The petitions were signed by Chuck Thakkar, manager. The Debtors estimated $1 million to $10 million in both assets and liabilities. The Debtors tapped John A. Christy, Esq., J. Carole Thompson Hord, Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint, LLP, as bankruptcy attorneys. The Debtors engaged RG Real Estate, Inc. as real estate broker. No trustee has been appointed and the Debtors are operating their businesses as debtors-in-possession. BCC SANDUSKY: Trustee Selling Sandusky Property for $20M Credit Bid ------------------------------------------------------------------- Richard D. Nelson, the Chapter 11 trustee for BCC Sandusky Permanent, LLC, asks the U.S. Bankruptcy Court for the Northern District of Ohio to authorize the sale of all parcels of its real property commonly known as part of the "Crossings of Sandusky": (i) 712 Crossing, Perkins Township, Sandusky, Ohio, Parcel No. 32-02006.004; (ii) 715 Crossing, Perkins Township, Sandusky, Ohio, Parcel No. 32-03439.007; (iii) 5203 Milan, Perkins Township, Sandusky, Ohio, Parcel No. 32-03439.003; and (iv) 5205 Milan, Perkins Township, Sandusky, Ohio, Parcel No. 32-03439.002; and related assets to the Property to The Bank of New York Mellon Trust Co. National Association, formerly known as The Bank of New York Trust Co., National Association, as Trustee for Morgan Stanley Capital Inc., Commercial Mortgage Pass-Through Certificates, Series 2007 IQ14 ("Lender"), for $20,100,001 credit bid. The Related Assets to the Property include all personal property, construction materials, supplies, fixtures, equipment and other personal property of every kind, character and description owned by the Trustee located on, attached to, and used in connection with the Property. The Debtor owns the Property which is commercial real estate in Sandusky, Ohio and the Related Assets. By Order of the Hamilton County Court of Common Plea, George W. Fells was given managerial and voting authority of the membership interest of Timothy S. Baird in the Debtor which represents 41.25 % of the membership interests in the Debtor. Thus, Fels and Matthew Daniels were co-managers of Debtor. Fels and Daniels each respectively hold/have authority over a 41.25% interest in the Debtor. Daniels is the manager and sole employee of L.A.D. Holdings, LLC which is owned by his wife's trust, the Lori Ann Daniels Irrevocable Trust. There are six additional members holding minority interests in the Debtor. The Debtor's business operations involve leasing the structures and the land to the various retail business establishments that operate at the Property, including national retailers such as Home Depot, Jo-Ann Fabrics, and Petco. There are currently 13 tenants that lease space at the Property from the Debtor and who occupy 92.17% of the total space available for lease. The Trustee recently leased one space consisting of approximately 13,500 square feet, on a short term seasonal basis, to Party City Retail Group which will end on Nov. 22, 2017. There is currently only one space, consisting of 1,940 square feet, vacant. On April 10, 2017, the Office of the U.S. Trustee filed a motion to dismiss the case. Likewise, on April 13, 2017, the Lender filed a motion to dismiss the case. On June 7, 2017, the Court entered its Memorandum and Decision and Order Regarding Motion to Dismiss, and in doing so, denied both motions. The assets owned by the Debtor on the Petition Date included ownership of the Assets for which Trustee asks an entry of an Order approving the sale of the Assets, free and clear of all liens claims and encumbrances to the Prevailing Purchaser. The Property may be encumbered by these known alleged mortgages and/or Encumbrances: a. Open End Mortgage and Security Agreement dated March 22, 2007 of the Lender premised on Note dated March 22, 2007. b. Assignment of Leases and Rents dated March 22, 2017 in favor of Lender. c. U.C.C. Financing Statement in favor of Lender encumbering interest in substantially all personal property, tangible and intangible, pursuant to financing statement filed in State of Ohio Doc. No. 200708600870. d. Randall J. Goodman, 2533 Cedar Road, Suite 305, Lyndhurst, Ohio 44214 may claim an interest in the Property. e. Goodman Real Estate Services Group, LLC, 2533 Cedar Road, Suite 305, Lyndhurst, Ohio 44214 may claim an interest in the Property. f. Any applicable real property taxing authority; namely, Pam Ferrell, Treasurer Erie County, Ohio, 247 Columbus Avenue, Suite 115, Sandusky, Ohio 44870 In addition, prior to the Petition Date, the Lender commenced a suit in the foreclosure against the Debtor with respect to the Property. The case was commenced in the U.S. District Court for the Northern District of Ohio, and is assigned Case Number 3:16cv00393. In this suit, the Lender sought the appointment of a receiver to manage the Property, and then have the receiver sell the Property at a Public Auction . While the District Court Case was pending, on April 20, 2016, the Debtor, by and though its manager Daniels, executed a Declaration of Easement in favor of one of Daniels other companies, Meridian Realty Capital, LLC. The filing of the 2016 Declaration was a clear violation of Ohio's Lis Pendens doctrine. The Lender filed a Notice of Lis Pendens with the Court Recorder on Feb. 25, 2016, well prior to the grant of the 2016 Declaration. The Property can be sold free and clear of the 2016 Declaration. The Trustee previously filed a Motion to establish bidding procedures for the sale of the Property. After an extensive in-person hearing held on Sept. 20, 2017, which included testimony of both the Broker and Trustee, the Court entered an order denying the bid procedures motion without prejudice after voicing concern over the nunc pro tunc nature of the motion ("Initial Sale Hearing"). Notwithstanding, at the Initial Sale Hearing the Court indicated it would be receptive to a motion for direct sale of the Property premised on the marketing procedures which has already been undertaken. The Trustee, in an exercise of his business judgment, initiated steps to obtain the highest and best offer for the Property. The Trustee, with assistance of his Broker, Cushman & Wakefield U.S., Inc., conducted marketing procedures. The Broker aggressively marketed the Property. Each Potential Bidder wishing to obtain confidential financial information about the Property was required to execute a confidentially agreement. As a result of the Marketing Procedures, the Broker received 63 executed confidentially agreements. To participate in the bidding process, the Potential Bidders were required submit to the Broker a proposal to purchase the Property by no later than Sept. 19, 2017 at 6:00 p.m. (PET). Immediately following the Initial Bid Deadline, the Trustee reviewed the Initial Bids and the financial information accompanied therewith and, in his sole discretion in consultation with the Broker, determined whether each respective Initial Bidder with an Initial Bid has presented a valid offer capable of being consummated. The Trustee received a total of 11 Qualified Bids ranging from $12,000,000 to $19,800,000 (excluding the Lender's Credit Bid). The Qualifying Bidders participating in the final round of bidding had until Sept. 22, 2017 at 6:00 p.m. (PET) to submit to the Broker their proposed final highest and best offer for the Property on an amended LOI. In accordance with Section 363(k), the Lender, as a Qualified Bidder, was entitled to submit as a Final Offer, a credit bid up to the amount of its agreed upon encumbrance after all final bids had been received on condition that if the Lender is selected as the Prevailing Purchaser and the Credit Bid is selected as the Prevailing Bid, the Lender would be required to pay in cash at the closing of the sale of the Property to Lender, the Commission and Sale Costs. The highest bid received was made by the Lender thus making the Lender the "Prevailing Purchaser" with its Credit Bid in the amount of $20,100,001 becoming the Prevailing Bid. Notwithstanding the Prevailing Bid, the Prevailing Purchaser reserved the right to increase its Prevailing Bid up to the amount of its allowed proof of claim. The Claim is undisputed in the amount of $23,985,452 with the balance of same being currently discussed. The sale will be "as, is, where is" with all faults, and with no warranties, express or implied. The closing will occur no later than Nov. 30, 2017. A copy of the Asset Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/BCC_Sandusky_215_Sales.pdf The sale of the Property to the Prevailing Purchaser holding the Prevailing Bid will be subject to approval of the Court. The hearing to approve the sale of the Property to the Prevailing Purchaser in the amount of the Prevailing Bid is requested to take place on Nov. 29, 2017 at 9:30 a.m. (PET). As Prevailing Purchaser is the Lender and the Credit Bid is the Prevailing Bid, there will be no proceeds to which the Encumbrances would attach as the Prevailing Bid does not exceed the undisputed amount of the Claim. Pursuant to the terms of the sale and the approved Broker's Agreement with the Broker, the Broker will be entitled to be paid a flat fee of $75,000. The Trustee asks authority at the closing of the Property to remit the Commission to the Broker which is to be paid by the Prevailing Purchaser. Likewise, the Trustee asks authority to pay at the closing of the sale of the Property any customary costs of sale in closing the transaction such as pro-rated taxes due, deed, title work, recording costs, transfer fees etc. which is also to be paid by Prevailing Purchaser at the closing. In connection with the sale of the Assets to the Prevailing Purchaser, the Trustee also authority to assume and assign certain unexpired real property leases. He believes there are no cure amounts required to be paid for any of the Assumed Leases, thus, making the cure amounts related thereto zero. If a Counterparty to an Assumed Lease objects to (i) the Cure Amount for its Assumed Lease or (ii) the provision of adequate assurance of future performance, the Counterparty must file with the Court and serve on the Trustee and the Prevailing Purchaser a timely written Lease Objection to the Motion. The Trustee submits that his decision to consummate the sale represents a reasonable exercise of his business judgment and, accordingly, the sale should be approved. As set forth throughout the Motion, any delay in the Trustee's ability to consummate the sale would be detrimental to the Debtor, its creditors and estate, and would impair the Trustee's ability to take advantage of the substantial cost-savings that can be achieved by an expeditious closing of the sale. For this reason and those set forth, the Trustee submits that ample cause exists to justify a waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h) and 6006(d), to the extent applicable. The Purchaser: THE BANK OF NEW YORK MELLON TRUST CO., NATIONAL ASSOCIATION C/O C-III Asset Management, LLC 5221 N. O'Connor Blvd., Suite 600 Irving, TX 75039 Attn: Matthew Furay Telephone: (972) 868-5638 E-mail: mfuray@c3cp.com The Purchaser is represented by: Richard A. O'Halloran, Esq. DINSMORE AND SHOHL LLP 1200 Liberty Ridge Dr., Suite 310 Wayne, PA 19087 Telephone: (610) 408-6035 E-mail: richard.ohallora@dinsmore.com About BCC Sandusky Permanent Based in Cincinnati, Ohio, BCC Sandusky Permanent LLC's business operation involves the lease of the structures and land on its real property known as the Crossings of Sandusky to the various retail-business establishments, which operate from the property. BCC Sandusky sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 17-30905) on March 30, 2017. The petition was signed by George W. Fels, co-manager. At the time of the filing, the Debtor estimated its assets and debt at $10 million to $50 million. The Chapter 11 case is assigned to Judge Mary Ann Whipple. The Debtor is represented by Steven L. Diller, Esq. and Eric R. Neumann, Esq., at Diller and Rice, LLC, and Raymond L. Beebe, Esq., at Raymond L. Beebe Co. On April 7, 2017, the Bankruptcy Court appointed NAI Daus as receiver for BCC Sandusky Permanent. The receiver hired Frost Brown Todd LLC as counsel. On July 14, 2017, by order of the court, Richard D. Nelson was appointed as Chapter 11 trustee for the Debtor. The trustee hired Business Property Specialist Inc. as property manager. The Trustee retained Cushman & Wakefield U.S., Inc., as his sole real estate broker. BCW EXPRESS: PC Expediting Buying PSA Route for $55K ---------------------------------------------------- BCW Express Delivery, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize the sale of Federal Express Ground route identified as PSA # 127125 to PC Expediting Inc. for $55,000. The Debtor is the owner of the PSA Route. Prior to the filing of the case, it had obtained approval to transfer the PSA Route to PC Expediting. The proposed price for the sale of the PSA Route is to be $55,000, an amount that was agreed upon prior to the filing of the case, although the transfer had not been completed yet. A copy of the Notice of Proposed Assignment and Transfer attached to the Motion is available for free at: http://bankrupt.com/misc/BCW_Express_29_Sales.pdf The sale of the property will allow the Debtor to cut costs and obtain an influx of cash as a buffer to run operations, pay expenses, and meet obligations under a proposed Chapter 11 plan. The sale will effectuate what had, in substance, been intended prior to the filing of the case. The proposed sale of the PSA Route is made in good faith, the Debtor's best business judgment, for a fair price, and will benefit the Debtors, the estate, creditors, and other parties in interest. The price that the property is being sold for is above the typical price charged for a PSA Route -- an Internet search revealed that such routes can be sold for $40,000 to 50,000. The transaction was proceeding and the parties were preparing to close on the transaction prior to the filing of the case. However, pressure from creditors, and threatened garnishments diverted the time and resources of the Debtor and Debtor was forced to file for bankruptcy protection. Because of the need to replenish cash to fund operations, and because PC Expediting has been waiting to complete a transfer of the PSA Route, and has invested valuable time and effort in coming up with the funds for the sale of the PSA Route, there is cause to waive the provisions of Bankruptcy Rule 6004(h). Furthermore, it is doubted that there will be any objections to the sale of the property since no creditor has an interest in the route, and the sale would tend to benefit all parties in the bankruptcy case. Accordingly, the Debtor asks the Court to waive the provisions of Bankruptcy Rule 6004(h) and grant any other relief deemed just, equitable, and appropriate. About BCW Express Delivery BCW Express Delivery, Inc., a Michigan corporation, owns several Federal Express routes located geographically from Port Huron to Chesterfield, Michigan. The business is located at 5290 River Rd., East China, MI. BCW Express Delivery filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 17-52368) on Aug. 31, 2017. The petition was signed by William Channon Worthen, president. At the time of filing, the Debtor estimated less than $50,000 in assets and $100,000 to $500,000 in liabilities. The Debtor is represented by Edward J. Gudeman, Esq., at Gudeman & Associates, P.C. BEACH 68TH STREET: Foreclosure Auction Set for Nov. 3 ----------------------------------------------------- Pursuant to a Judgment of Foreclosure and Sale dated August 16, 2017 and entered on August 24, Dominic A. Villoni, Esq., as Referee, will sell at public auction at the Queens County Supreme Courthouse, Courtroom 25, 88-11 Sutphin Boulevard, Jamaica, New York, on November 3, 2017 at 10:00 a.m., that plot, piece or parcel of land, with the buildings and improvements thereon erected, at Block 16036 and Lot 19 in Queens County, NY. The premises may also be known as No# Beach 68 Street a/k/a 5-07 Beach 68th Street, Queens, NY. The approximate amount of judgment is $7,341 plus interest and costs. The Premises will be sold subject to provisions of the Judgment and Terms of Sale entered in the case, NYCTL 1998-2 TRUST AND THE BANK OF NEW YORK MELLON AS COLLATERAL AGENT AND CUSTODIAN, Plaintiff, vs. BEACH 68TH STREET CORP., ET AL., Defendant(s), pending before the Queens County Supreme Court. Attorneys for Plaintiff: The Law Office of Thomas P. Malone, PLLC 60 East 42nd Street, Suite 553 New York, New York 10165 BEARCAT ENERGY: Gustavson Associates Leaves Creditor's Panel ------------------------------------------------------------ The U.S. Trustee on Oct. 26, 2017, informs the U.S. Bankruptcy Court for the District of Colorado that Gustavson Associates is no longer a member of the official committee of unsecured creditors in the Chapter 11 case of Bearcat Energy, LLC. The committee members now include Lost Cabin Gas, LLC, and Magna Energy Services, LLC. 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 Bearcat Energy Bearcat Energy LLC, owner of coal bed methane wells, equipment and related fixtures located in the State of Wyoming, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-12011) on March 14, 2017. The petition was signed by Keith J. Edwards, CEO. The Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. The Hon. Elizabeth E. Brown presides over the case. Kenneth J. Buechler, Esq., at Buechler & Garber, LLC, serves as bankruptcy counsel. The U.S. Trustee on April 20, 2017, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Bearcat Energy, LLC. BLAIR OIL: Sale of South Marnie Interests for $11K Approved ----------------------------------------------------------- Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the District of Colorado authorized, Blair Oil Investments, LLC, by Jeffrey A. Weinman, Chapter 7 Trustee of the Bankruptcy Estate of Peter H. Blair, to sell outside the ordinary course of business the interests in oil and gas leases located in Campbell County, Wyoming, with wells and production equipment, oil and gas fixtures and personal property located thereon ("South Marnie Interests"), to Rock Creek Energy, LLC for $11,000. The sale is free and clear of any liens, claims, and interests, including, but not limited to any tax liens, any recorded or potential mechanic's liens against the South Marnie Interests. To the extent not paid at closing, the liens, claims and interests, including, but not limited to any tax liens, any recorded or potential mechanic's liens against the South Marnie Interests will attached to the proceeds of the sale of the South Marnie Interests. The Debtor is authorized to pay at closing all customary, reasonable and necessary costs of sale, such as recording fees, prorated real proeprty taxes, sales taxes, and other closing costs, from the gross sale proceeds of the sale of the South Marnie Interests. Becuase no objection were filed to the Combined Motion, the stay execution of the Order imposed by Fed. R. Bank. P. 6004(h) is lifted. About Blair Oil Investments Blair Oil Investments, LLC sought Chapter 11 protection (Bankr. D. Col. Case No. 15-15009) May 7, 2015. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Harvey Sender, Esq., at Sender Wasserman Wadsworth, P.C. as counsel. Peter H. Blair filed his voluntary petition for relief under Chapter 11 of the Bankruptcy Code also on May 7, 2015 (Case No. 15-15008). On Aug. 20, 2015, Mr. Blair's bankruptcy case was converted to a case under Chapter 7. Jeffrey A. Weinman is the Chapter 7 trustee for Mr. Blair's bankruptcy estate. Mr. Blair's bankruptcy estate is the holder of 100% of the membership of BOI. BRAND INDUSTRIAL: Notes Add-on No Impact on Moody's Caa2 Rating --------------------------------------------------------------- Moody's Investors Service commented that Brand Industrial Services, Inc.'s $300 million add-on to its 700 million Senior Unsecured Notes due 2025 has no impact on the notes Caa2 rating. This transaction also has no impact on the company's B3 Corporate Family Rating and B3-PD Probability of Default Rating. Proceeds from the proposed $300 million add-on Senior Unsecured Notes are expected to be used to repay outstandings under the company's revolving credit facility, reduce A/R financing facility outstandings, and for general corporate purposes (including working capital and acquisitions). Brand's B3 Corporate Family Rating is limited by high Moody's adjusted debt leverage of above 7x following the acquisition of Safway in the summer of 2017. Moody's expects the company to steadily delever to below 7.0x during the next 12 to 18 months, as benefits of industry diversification and economies of scale begin to materialize. The rating also takes into consideration the expected positive momentum in some of the company's end markets, including an anticipated recovery in the oil and gas industry. The B3 Corporate Family Rating rating also considers Brand's good liquidity profile. Headquartered in Kennesaw, GA, Brand Industrial Services, Inc. is the largest provider of scaffolding, insulation, coatings and other industrial services within the following market segments in North America: upstream, midstream, and downstream oil & gas, power generation, industrial, infrastructure, and commercial construction. Brand is majority owned by Clayton Dubilier & Rice through its affiliated funds. BRIAR HILL: Sander Brothers Buying All Assets for $3.3M ------------------------------------------------------- Briar Hill Foods, LLC, Bias Realty, Ltd., Jack Coffy, LLC, Thorne Management, Inc. and CPW Properties, Ltd., ask the U.S. Bankruptcy Court for the Northern District of Ohio to authorize the sale of substantially all of their assets to Sander Brothers, Inc. or its assigns, for $3,250,000, subject to higher and better offers. On Aug. 30, 2017, the Court entered the Cash Collateral Order granting the Motion of Debtors for Interim Use of Cash Collateral of The Huntington National Bank, N.A. On Nov. 30, 2012 the Debtors and certain non-debtor entities, The Bias Group Enterprises, LLC, The Thorne Group, LLC, Thorne Foods of Pennsylvania, LLC, Thorne Foods, Inc. and Thorne Foods, Inc. – Jefferson ("Non-Debtor Borrowers") entered into that certain Business Loan Agreement with Huntington. In connection therewith, on Nov. 30, 2012, these agreements and documents ("Notes") were entered into with, or executed in favor of, Huntington: a. Promissory Notes executed by the Borrowers: i. Promissory Revolving Note in the original principal amount of $500,000 with a maturity date of Nov. 30, 2013; ii. Promissory Term Note in the original principal amount of $1,492,730 with a maturity date of Dec. 5, 2015; iii. Promissory Term Note in the original principal amount of $525,748 with a maturity date of Dec. 5, 2015; iv. Promissory Term Note in the original principal amount of $8,650,735 ("Term Note 3") with a maturity date of Dec. 5, 2015. b. Commercial Guaranties executed by these parties ("Non-Debtor Guarantors"): i. Cynthia Thorne-Wine, with an exposure limit of $187,500; ii. Pamela Thorne-Wagner, with an exposure limit of $187,500; iii. Theodore F. Thorne, with an exposure limit of $187,500; iv. William T. Thorne, with an exposure limit of $187,500; v. Briar Hill Holdings, LLC; vi. Jack Coffy Holdings, LLC; and vii. Seneca Real Estate Group, LLC. c. Open-End Mortgages and Assignments of Rent securing the amount of $11,169,214 executed by CPW and Thorne Management, encumbering the following real property: i. 653 South Union Avenue, 623-634 Scranton Avenue, and 652-654 Scranton Avenue, Alliance, Stark County, Ohio 44601 (owned by CPW); ii. 264 South Main Street, Cadiz, Harrison County, Ohio 43907 (owned by CPW); iii. 475 West Main St., Carrollton, Carroll County, Ohio 44615; 351 West Main St., Carrollton, Ohio 44615; Lot 5 in Pierson’s Addition to Village of Carrollton; 501 West Main St., Carrollton, Ohio 44615; 517 West Main St., Carrollton, Ohio 44615; 367 West Main St., Carrollton, Ohio 44615; and 525 West Main St., Carrollton, Ohio 44615 ("Carroll Properties") (owned by CPW); iv. 57 East Mulberry Street, Jefferson, Ohio 44047; 51 East Mulberry Street, Jefferson, Ohio 44047; East Cedar Street, Jefferson, Ohio 44047; 344 South Elm Street, Jefferson, Ohio 44047; 344 South Chestnut Street, Jefferson, Ohio 44047; and 59 East Mulberry Street, Jefferson, Ohio 44047 (owned by CPW); and v. 1434-1466 Franklin Avenue, Salem, Ohio 44460 (owned by Thorne Management). d. Commercial Security Agreement executed by the Borrowers and certain of the Non-Debtor Guarantors whereby the Borrowers and those certain Non-Debtor Guarantors granted a security interest to Huntington in and to substantially all of their personal property assets. e. ISDA Master Agreement entered into by the Borrowers. f. Cross Default and Collateralization Agreement entered into by the Borrowers and the Non-Debtor Guarantors. In December 2013, after Huntington declared a default under the Business Loan Agreement, Huntington and the Obligors entered into that certain Forbearance Agreement whereby the Obligors released Huntington from any and all claims and Huntington agreed to forbear and defer from executing its rights and remedies against the Obligors during the forbearance period. Huntington and the Obligors entered into various modifications and addendums to the Forbearance Agreement, the most recent being that certain Sixth Addendum to Forbearance and Modification Agreement dated June 29, 2016. As of June 29, 2016, all of the Notes, other than Term Note 3, were paid in full by the Borrowers. As of Aug. 25, 2017, the outstanding unpaid principal balance of Term Note 3 was approximately than $2,508,085. During the receivership, Huntington advanced not less than $189,024 to the Receiver to manage the Receivership Property. On June 23, 2011, Briar Hill, Bias Realty, Coffy and certain other non-Debtor affiliates ("C&S Borrowers") and C&S Wholesale Grocers, Inc. ("C&S") entered into the Supply Agreement. On June 23, 2011, the C&S Borrowers and C&S entered into that certain Amended and Restated Security Agreement. Pursuant to the Security Agreement, the C&S Borrowers granted a security interest to C&S in and to substantially of their personal assets ("C&S Lien") to secure any obligations incurred by the C&S Borrowers to C&S, including those obligations incurred pursuant to the Supply Agreement. On Nov. 30, 2012, Huntington and C&S entered into that the Subordination Agreement. As set forth in the Subordination Agreement, Huntington and C&S agreed that C&S's security interests would have superior priority on the personal property assets of Coffy and Bias Realty. With respect to the assets of the remaining Debtors, the Non-Debtor Borrowers and the Non-Debtor Guarantors, C&S subordinated the C&S Lien to the Huntington Lien. Other pre-Petition recorded claims, security interests, judgment liens and tax claims (without limitation) to be divested from the Assets sold and transferred to the proceeds of sale. As set forth more specifically in the Cash Collateral Motion, Huntington commenced, on various dates, and in the applicable counties, foreclosure proceedings against the Stark Properties, Harrison Property, Carroll Properties, Ashtabula Properties, and Columbiana Properties. In each of the Foreclosure Actions, a separate agreed order appointing a receiver was entered, appointing exSELLit, LLC ("Receiver") to take possession of, manage, control, protect and sell each of the Stark Properties, Harrison Property, Carroll Properties, Ashtabula Properties, and Columbiana Properties ("Receivership Property"). Other than the limited real estate leasing business of CPW and Thorne Management, the Debtors have ceased operations. The last grocery store to terminate business was closed on Jan. 20, 2017. Notably, they had obligations to pension funds or plans, or to contribute to a multiemployer plan, or to a defined benefit plan as defined by Section 3(35) of ERISA, that arose prior to the Petition Date. Given the fact that there are five separate receivership actions; that there are properties located in six different counties; that the Ohio Power Company filed an appeal to the receivership orders which would have delayed any possible sale in state court; that the issues related to the utility providers can be avoided under the Bankruptcy Code; and, that the value of the Debtors' real and personal property will be maximized by conducting a bankruptcy sale of the Assets free and clear of liens with the opportunity for competitive bidding, Huntington and the Debtors (in consultation with the Stalking Horse Bidder) have determined that a sale of the Debtors' assets will be more appropriately conducted under the ambit of the Court. Since its appointment in the Foreclosure Actions, the Receiver has made substantial progress in marketing and negotiating the sale of the Receivership Property. As of the Petition Date, the Receiver was in the process of finalizing a Stalking Horse Asset Purchase Agreement. Contemporaneously with the Motion, the Debtors have filed their Bid Procedures Motion. They anticipate that a sale of the Assets will be either to (i) the Stalking Horse Bidder pursuant to the Stalking Horse APA or (ii) the highest and best bidder at the Auction, if any, conducted by the Debtors pursuant to the Bid Procedures. After the anticipated approval of the Bid Procedures Motion, the Debtors, in consultation with Huntington, will conduct a post-petition marketing process to qualify additional buyers and sell the Assets for the highest and best offer received through a Court-approved process. The Stalking Horse Bidder has provided the basis for soliciting opening bids for a possible Auction. In the event of an Auction, the Debtors intend to proceed as set forth in the Bid Procedures Order, and will proceed to closing under either the Stalking Horse APA or the Successful Bidder's APA. The proposes to sell the Assets to the Successful Bidder pursuant to the APA, entered into in accordance with the Bid Procedures Order, free and clear of all liens, claims, encumbrances and other interests. In order to enhance the value to the Debtors' estates, the Debtors ask approval of the assumption and assignment of executory contracts and unexpired leases to the Successful Bidder upon the closing of the APA and payment of the cure costs, all of which will be identified in a separate Cure Notice. The amounts listed in the Cure Notice are what the Debtors believe are owed to each counterparty to a Purchased Contract in order to cure any defaults that exist under such contract or lease. In accordance with the terms of the APA, at or about the time of closing on the proposed sale, the Debtors will pay or cause to be paid the Cure Costs with respect to the Purchased Contracts. The Debtors ask the Court to waive the 14-day stay imposed by Bankruptcy Rule 6004(h) and that the Sale Order becomes effective immediately upon entry. The Purchaser: SANDERS BROTHERS, INC. 109 W. Main Street North East, PA 16428 About Briar Hill Foods Briar Hill Foods, LLC, and several affiliates filed voluntary Chapter 11 petitions (Bankr. N.D. Ohio Lead Case No. 17-61892) on Aug. 5, 2017. The other debtors are Bias Realty, Ltd. (Bankr. N.D. Ohio Case No. 17-61893); Jack Coffy, LLC (Bankr. N.D. Ohio Case No. 17-61894); CPW Properties, Ltd. (Bankr. N.D. Ohio Case No. 17-61895); Thorne Management, Inc. (Bankr. N.D. Ohio Case No. 17-61896). At the time of filing, Briar Hill estimated assets at $1 million to $10 million and debt at $10 million to $50 million. Bias Realty estimated assets of $500,000 to $1 million and debt at $1 million to $10 million. Judge Russ Kendig presides over the cases. The Debtors are represented by Marc B. Merklin, Esq., at Brouse McDowell, LPA, as their bankruptcy counsel. BRICKLEY ENTERPRISES: Hires Grossbart Portney as Counsel -------------------------------------------------------- Brickley Enterprises LLC seeks authority from the U.S. Bankruptcy Court District of Maryland, Baltimore Division, to employ Grossbart, Portney and Rosenberg, P.A. as counsel. Professional services that Grossbart Portney will render are: (a) advise the Debtor of its rights, powers and duties as a debtor and debtor in possession; (b) advise the Debtor concerning, and assisting in the negotiation and documentation of, financing agreements, debt restructurings, and related transactions; (c) represent the Debtor in defense of any proceedings instituted to reclaim property or to obtain relief from the automatic stay under Sec. 362(a) of the Bankruptcy Code; (d) review the nature and validity of liens asserted against the property of the Debtor and advising the Debtor concerning the enforceability of such liens; (e) advise the Debtor on objections to claims filed in the Chapter 11 case and representing the Debtor in any hearings based on those objections; (f) prepare on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules and other documents, and reviewing all financial and other reports to be filed in this Chapter 11 case; (g) advise the Debtor concerning, and preparing responses to, applications, motions, pleadings, notices and other papers that may be filed and served in this Chapter 11 case; (h) counsel the Debtor in connection with the formulation, negotiation and promulgation of plans of reorganization and related documents; and (i) perform all other legal services, it is qualified to handle for and on behalf of the Debtor that may be necessary or desirable in this Chapter 11 case and the Debtor's affairs. The current hourly rates charged by GPR are: Partners $400-$445 Paralegals $135 Robert N. Grossbart, stockholder with Grossbart, Portney and Rosenberg, P.A., attests that Grossbart Portney neither represents nor holds any interest adverse to the Debtor or the estate in the matters upon which it is to be engaged and Grossbart Portney is a disinterested person under Bankruptcy Code Sec. 101(14). The Counsel can be reached through: Robert Grossbart, Esq. Grossbart, Portney & Rosenberg, P.A. One N. Charles Street, Suite 1214 Baltimore, MD 21201 Tel: (410)837-0590 Email: robert@grossbartlaw.com About Brickley Enterprises LLC Based in Ellicott City, Maryland, Brickley Enterprises LLC filed a Chapter 11 petition (Bankr. D. Md. Case No. 17-23784) on October 16, 2017, listing under $1 million in both assets and liabilities. The Debtor is represented by Robert Grossbart, Esq. at Grossbart, Portney & Rosenberg, P.A. BURNHAM PROPERTIES: Taps Cunningham Chernicoff as Legal Counsel --------------------------------------------------------------- Burnham Properties, LP seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Cunningham, Chernicoff & Warshawsky, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's standard hourly rates are: Robert Chernicoff $350 Partners $200 - $300 Associate Attorneys $150 - $200 Paralegals $100 Robert Chernicoff, Esq., the attorney who will be handling the case, disclosed in a court filing that he has no connection with the Debtor or any of its creditors. The firm can be reached through: Robert E. Chernicoff, Esq. Cunningham, Chernicoff & Warshawsky, P.C. 2320 North Second Street Harrisburg, PA 17110 Tel: 717 238-6570 Fax: 717 238-4809 Email: rec@cclawpc.com About Burnham Properties LP Established in 2010, Burnham Properties, LP is a privately-held company in Pittsburgh, Pennsylvania, that operates under the real estate industry. It is an affiliate of Greater Lewiston Shopping Plaza LP, which sought bankruptcy protection on Feb. 23, 2017 (Bankr. M.D. Pa. Case No. 17-00693). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-04410) on October 24, 2017. Nicholas J. Moraitis, president of MHM-Lewistown Properties, Inc., general partner. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Robert N. Opel II presides over the case. CAPITAL TEAS: Committee Taps National CRS as Financial Advisor -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Capital Teas, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Maryland to retain National CRS, LLC as financial advisor for the Committee effective September 29, 2017. NCRS President, Michael Newsom, charges $275.00 per hour for his services. Mark Stickel, senior consultant to NCRS, charges $250.00 per hour. The professional services that NCRS will render to the Committee are: (a) analyze the financial operations of the Debtor pre and post-petition, as necessary; (b) analyze the financial ramifications of any proposed transactions for which the Debtor seeks Court approval including, but not limited to, post-petition financing, sale of all or a portion of the Debtor's assets, retention of management and/or employee incentive and severance plans; (c) conduct any requested financial analysis including verifying the material assets and liabilities of the Debtor, as necessary, and their values; (d) assist the Committee in its review of monthly statements of operations submitted by the Debtor; (e) perform claims analysis for the Committee; (f) assist the Committee in its evaluation of cash flow and/or other projections prepared by the Debtor; (g) scrutinize cash disbursements on an on-going basis for the period subsequent to the commencement of this case; (h) perform forensic investigating services, as requested by the Committee and counsel, regarding pre-petition activities of the Debtor in order to identify potential causes of action, including insider preferences, and fraudulent transfers; (i) analyze transactions with insiders, related and/or affiliated companies; (j) analyze transactions with the Debtor's financing institutions; (k) attend meetings of creditors and conference with representatives of the creditor groups and their counsel; (l) attend any auctions of the Debtor's assets; (m) assist the Committee in its review of the financial aspects of a plan of reorganization or liquidation submitted by the Debtor and perform any related analyses, specifically including liquidation analyses and feasibility analyses and evaluate best exit strategy; (n) assist counsel in preparing for any depositions and testimony, as well as prepare for and provide expert testimony at depositions and court hearings, as requested; and (o) perform other necessary services as the Committee or the Committee's counsel may request from time to time with respect to the financial, business and economic issues that may arise. Michael L. Newsom, president of National CRS, LLC, attests that NCRS does not hold or represent any interest adverse to the Debtor's estate and is a "disinterested person" as that phrase is defined in section 101(14) of the Bankruptcy Code. The Advisor can be reached through: Michael L. Newsom NATIONAL CRS, LLC 4846 Sun City Center Blvd., #255 Sun City Center, FL 33573-6281 Tel: 727-515-8949 Email: mnewsom@nationalcrsllc.com About Capital Teas Inc. Capital Teas, Inc. -- http://www.capitalteas.com/-- is a retailer offering green, white, black, oolong, rooibos, mate, fruit tisane, and herbal tea products. The Debtor first opened its doors in 2007. Peter Martino is chief executive officer of the Debtor. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-19426) on July 11, 2017. Mr. Martino signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Robert A. Gordon presides over the case. Lawrence J. Yumkas, Esq., and Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC, serve as the Debtor's legal counsel. The U.S. Trustee for Region 4 on July 24 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Capital Teas, Inc. The committee members are: (1) Julie Minnick Bowden of GGP Limited Partnership; (2) Holger Lohs of Haelssen and Lyon NA Corp.; and (3) Silvia Rettore of Dethlefsen & Balk, Inc. CAPITAL TEAS: Creditors' Panel Hires Best & Friedrich as Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Capital Teas, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Maryland to retain Michael Best & Friedrich LLP as counsel for the Committee, nunc pro tunc to September 11, 2017. The Committee requires Michael Best to: a. advise the Committee of its rights, powers and duties as a committee elected pursuant to section 1103 of the Bankruptcy Code; b. prepare on behalf of the Committee all necessary and appropriate applications, motions, draft orders, notices, and other pleadings; c. review all pleadings, financial and other reports filed by the Debtor in this case and advise the Committee about their implications; d. review the nature and validity of any liens asserted against the Debtor's property and advise the Committee concerning the enforceability of such liens; e. investigate the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's business and the desirability of the continuance of such business, and any other matter relevant to the case or to the formulation of a plan; f. advise the Committee regarding the viability of avoidance and other actions that may be filed to collect and recover property for the benefit of its estate; g. counsel the Committee in connection with the formulation, negotiation, and promulgation of the Debtor's plan of reorganization and related documents; h. advise and assist the Committee in connection with any potential property dispositions by the Debtor; i. advise the Committee concerning the Debtor's executory contract and unexpired lease assumptions, assignments, and rejections, and lease restructurings and recharacterizations; j. commence and conduct any and all litigation necessary or appropriate to assert rights held by the Committee and protect assets of the Debtor's estate; and k. perform other necessary or appropriate legal services in connection with this case as set forth in section 1103 of the Bankruptcy Code for or on behalf of the Committee. Michael Best will be paid at these hourly rates: Partners $350 - $595 Associates $200 - $350 Paralegals $100 - $190 Michael Best will also be reimbursed for reasonable out-of-pocket expenses incurred. Jonathan L. Gold, Esq. partner in the law firm of Michael Best & Friedrich 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. Michael Best can be reached at: Jonathan L. Gold, Esq. Michael Best & Friedrich LLP 601 Pennsylvania Avenue, NW Suite 700 South Washington, DC 20004 Tel: (202) 747.9594 Fax: (202) 347.1819 E-mail: jlgold@michaelbest.com About Capital Teas Inc. Capital Teas, Inc. -- http://www.capitalteas.com/-- is a retailer offering green, white, black, oolong, rooibos, mate, fruit tisane, and herbal tea products. Capital Teas first opened its doors in 2007. Peter Martino is chief executive officer of the Company. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-19426) on July 11, 2017. Mr. Martino signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Robert A. Gordon presides over the case. Lawrence J. Yumkas, Esq., and Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC, serve as the Debtor's legal counsel. The U.S. Trustee for Region 4 on July 24 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Capital Teas, Inc. The committee members are: (1) Julie Minnick Bowden of GGP Limited Partnership; (2) Holger Lohs of Haelssen and Lyon NA Corp.; and (3) Silvia Rettore of Dethlefsen & Balk, Inc. CASTEX ENERGY: U.S. Trustee Forms 3-Member Committee ---------------------------------------------------- The Office of the U.S. Trustee on Oct. 27 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Castex Energy Partners, LP and its affiliates. The committee members are: (1) Apache Corporation Attn: Christopher W. Barnes 2000 Post Oak Blvd., Suite 100 Houston, TX 77056 Tel: 713-296-6511 Email: chris.barnes@apachecorp.com Counsel: Gardere Wynne Sewell, LLP John Melco, Esq. 1000 Louisiana, Suite 2000 Houston, TX 77002 Tel: 713-276-5727 Fax: 713-276-6727 Email: jmelko@gardere.com (2) Fieldwood Energy, LLC Attn: Robert Sergesketter 2000 W. Sam Houston Pkwy. S., Suite 1200 Houston, TX 77042 Tel: 713-969-1111 Email: robert.sergesketter@fwellc.com Counsel: Kilmer Crosby & Walker Brian A. Kilmer, Esq. 712 Main St., Suite 1100 Houston, TX 77002 Tel: 713-300-9662 Fax: 214-731-3117 Email: bkilmer@kcw-lawfirm.com (3) Benefit Street Partners, LLC Attn: Alexander McMillan 9 West 57th Street, Suite 4920 New York, NY 10019 Tel: 212-588-6712 Email: a.mcmillan@benefitstreetpartners.com Counsel: Haynes and Boone, LLP Charles A. Beckham, Jr., Esq. 1221 McKinney Street, Suite 2100 Houston, TX 77010 Tel: 713-547-2243 Fax: 713-236-5638 Email: charles.beckham@haynesboone.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 Castex Energy Castex Energy Partners, L.P., is engaged in the exploration, development, production and acquisition of oil and natural gas properties located along the southern coasts of Louisiana and Texas and onshore Louisiana. CEP is a non-operating working interest owner in approximately 375 onshore oil and gas leases located in the State of Louisiana. There are approximately 300 wells on the Onshore Leases. CEP also holds a seismic license and proprietary interests in certain seismic data, through a subsidiary, CTS-Castex, LLC, and is owner of fee land interests in Lafourche Parish, Louisiana, through a subsidiary, Castex Lafourche, LP. Castex Energy Partners, L.P., along with affiliates Castex Offshore, Inc., Castex Energy 2005, L.P., Castex Energy II, LLC, Castex Energy IV, LLC sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-35835) in Houston, on Oct. 16, 2017, after reaching terms with lenders of a restructuring plan that would convert debt into equity. CEP estimated assets and debt of $100 million to $500 million. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kelly Hart & Pitre, as counsel; Paul Hastings LLP, as special counse; Alvarez & Marsal North America, LLC, as restructuring advisor; and Prime Clerk LLC, as noticing and claims agent. CHILDRESS GATEWAY: Nov. 16 Plan Confirmation Hearing ---------------------------------------------------- The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas has conditionally approved Childress Gateway Enterprise, Inc.'s disclosure statement dated Oct. 12, 2017, referring to the Debtor's plan of reorganization. A hearing to consider the final approval of the Debtor's Disclosure Statement and the confirmation of the Plan will be held on Nov. 16, 2017, at 11:30 a.m. Objections to the Disclosure Statement and plan confirmation must be filed by Nov. 14, 2017. Nov. 15, 2017, is the last day for filing written acceptances or rejections of the Debtor's proposed Plan which must be received by 5:00 p.m. (CDT). About Childress Gateway Headquartered in Richardson, Texas, Childress Gateway Enterprise, Inc., doing business as Econo Lodge, owns the Econo Lodge located at 1804 Ave. F N.W., Childress, Texas. Childress Gateway filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 17-41406) on June 30, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Manherlal B. Patel, president. Judge Brenda T. Rhoades presides over the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's bankruptcy counsel. CHILDRESS GATEWAY: Unsecured Creditors to Receive $500 Per Month ---------------------------------------------------------------- Childress Gateway Enterprise, Inc. seeks conditional approval from the U.S. Bankruptcy Court for the Eastern District of Texas of its Disclosure Statement for Small Business Debtor dated October 12, 2017. The Plan proposes to pay all secured creditors in full and the unsecured creditors a dividend, the Debtor believes that the creditors are receiving as much as they would receive in Chapter 7 liquidation. Class 9, which consists of allowed general unsecured claims, is estimated to be approximately $450,000. The Debtor has not filed claims objections and may object to certain of the unsecured claims. Each holder of an allowed general unsecured claim will be paid its pro-rata share of $500 a month over sixty months. Payments will commence on the 15th day of the month following the Effective Date and continue on the 15th day of each month thereafter until paid in full. Class 9 is impaired by the Plan. The holders of Class 9 Claims are entitled to vote to accept or reject the Plan The funds necessary for the satisfaction of the creditors' claims will be generated from Debtor's continued business operations called for by the Plan. A full-text copy of the Disclosure Statement, dated October 12, 2017, is available for free at https://is.gd/50H18K Counsel for the Debtor: Joyce W. Lindauer, Esq. Joyce W. Lindauer Attorney, PLLC 12720 Hillcrest Road, Suite 625 Dallas, Texas 75230 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About Childress Gateway Headquartered in Richardson, Texas, Childress Gateway Enterprise, Inc., doing business as Econo Lodge, owns the Econo Lodge located at 1804 Ave. F N.W., Childress, Texas. Childress Gateway filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 17-41406) on June 30, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Manherlal B. Patel, president. Judge Brenda T. Rhoades presides over the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's bankruptcy counsel. No trustee or examiner has been appointed. An official committee of creditors has not been established. CHRISTOPHER BROGDON: Sale of Bell Oaks Facility for $2.1M Approved ------------------------------------------------------------------ Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Christopher F. Brogdon and Connie B. Brogdon to sell the real and personal property located at 3160 Bell Oaks Circle, Montgomery, Alabama to Elevation Financial Group, LLC for $2,100,000, less a $150,000 credit for immediate repairs. A hearing on the Motion was held on Oct. 23, 2017. The property is a 94-unit senior living facility owned by Oak Partners Two, LLC, a limited liability company in which the Debtors own a 100% interest. The approved purchase/sale transaction is subject to the consent of the Monitor and Wells Fargo Bank, as Indenture Trustee. The proffers of evidence made by the Debtors and the Monitor at the hearing on the Motion are accepted for purposes of the Motion only. About the Bogdons Christopher F. Brogdon and Connie B. Brogdon are in the business of investing in and own various interests in limited partnerships and closely-held corporations. All of the entities own or lease either a nursing homes, retirement centers, restaurants, or retail/offices. The Brogdons also own management companies that manage the operation of various nursing homes and assisted care living facilities. Christopher F. Brogdon and Connie B. Brogdon sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 17-66172) on Sept. 15, 2017. The Debtors tapped Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C., as counsel. CHRISTOPHER BROGDON: Sale of Fairhope Nursing Facility for $6M OK'd ------------------------------------------------------------------- Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Christopher F. Brogdon and Connie B. Brogdon to sell the real property located at 108 South Church Street, Fairhope, Alabama to Noland Fairhope, LLC for $6,000,000. A hearing on the Motion was held on Oct. 23, 2017. The property is a 131-bed skilled nursing facility owned by Fairhope Nursing, LLC, a limited liability company in which Connie Brogdon owns a 50% interest. The Debtor's 50% equity interest in the net sale proceeds after payment of the secured lender, closing costs and fees approved by the Monitor, and any outstanding liabilities of Fairhope Nursing will be paid into the Monitor's segregated account subject to any and all claims, interests, and rights of creditors and other interested parties in this case which will attach to the Segregated Account Funds in the same validity, priority and extent therein which exists as of today and not disbursed without further order of the Court or pursuant to the Protocol for Concurrent Administration of Monitorship and Brogdon Bankruptcy if approved by the Court and the SEC Court. The proffers of evidence made by the Debtors and the Monitor at the hearing on the Motion are accepted for purposes of the Motion only. About the Bogdons Christopher F. Brogdon and Connie B. Brogdon are in the business of investing in and own various interests in limited partnerships and closely-held corporations. All of the entities own or lease either a nursing homes, retirement centers, restaurants, or retail/offices. The Brogdons also own management companies that manage the operation of various nursing homes and assisted care living facilities. Christopher F. Brogdon and Connie B. Brogdon sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 17-66172) on Sept. 15, 2017. The Debtors tapped Theodore N. Stapleton, Esq. at Theodore N. Stapleton, P.C., as counsel. CHRISTOPHER BROGDON: Sale of Summers Landing Facility for $2M OK'd ------------------------------------------------------------------ Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Christopher F. Brogdon and Connie B. Brogdon to sell the real and personal property located at 4821 N. Peachtree Road, Dunwoody, Georgia, to Mountain Creek, LLC, for $2,000,000. A hearing on the Motion was held on Oct. 23, 2017. The property is a 30-unit assisted care living facility owned by Tilly Mill Assisted Living, LLC, a limited liability company in which Debtor Connie Brogdon owns a 50% interest. The net sale proceeds after payment of the secured lender, closing costs and fees approved by the Monitor, and any liabilities to persons or entities who or which are not insiders of or in any way affiliated with the Debtors or Tilly Mill Nursing, LLC will be paid into the Debtors' counsel's IOLTA escrow account subject to any and all claims, interests, and rights of creditors and other interested parties in the case which will attach to the IOLTA Account Funds in the same validity, priority and extent therein which exists as of today and not disbursed without further order of the Court. The proffers of evidence made by the Debtors and the Monitor at the hearing on the Motion are accepted for purposes of the Motion only. About the Bogdons Christopher F. Brogdon and Connie B. Brogdon are in the business of investing in and own various interests in limited partnerships and closely-held corporations. All of the entities own or lease either a nursing homes, retirement centers, restaurants, or retail/offices. The Brogdons also own management companies that manage the operation of various nursing homes and assisted care living facilities. Christopher F. Brogdon and Connie B. Brogdon sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 17-66172) on Sept. 15, 2017. The Debtors tapped Theodore N. Stapleton, Esq. at Theodore N. Stapleton, P.C. as counsel. CIBER INC: Brown Rudnick & Drinker Biddle Representing Shareholders ------------------------------------------------------------------- Brown Rudnick LLP and Drinker Biddle & Reath LLP filed on Oct. 24 a verified statement, pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure, saying that they represent shareholders of CMTSU Liquidation, Inc., f/k/a CIBER, Inc., and debtor affiliates. The Shareholders hold, manage and/or advise certain funds and accounts that hold shared in the publicly-listed shares. The Shareholders are: a. Alta Fundamental Advisers LLC 777 Third Avenue, 19th Floor New York, NY 10017 Nature & Amount of Disclosable Economic Interests: 3,690,000 shares b. Canaccord Genuity 535 Madison Avenue New York, NY, 10022 Nature & Amount of Disclosable Economic Interests: 3,642,250 shares c. HZ Investments FLP 650 Halstead Avenue, Suite 201B2 Mamaroneck NY 10543 Nature & Amount of Disclosable Economic Interests: 2,901,783 shares Each of the Shareholders separately has retained BR and DBR to serve as its counsel in connection with the Debtors' Chapter 11 cases. Each of the Shareholders is aware of and has consented to BR's and DBR's simultaneous representation of each of the other Shareholders. None of the Shareholders represents or purports to represent any other entities in connection with the Debtors' Chapter 11 cases. BR and DBR do not hold any claims against, or interests in, the Debtors. BR and DBR can be reached at: Steven K. Kortanek, Esq. DRINKER BIDDLE & REATH LLP 222 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801-1621 Tel: (302) 467-4200 Fax: (302) 467-4201 E-mail: steven.kortanek@dbr.com -- and -- Robert J. Stark, Esq. BROWN RUDNICK LLP Seven Times Square New York, New York 10036 Tel: (212) 209-4800 Fax: (212) 209-4801 About CIBER Inc. CIBER, Inc. -- http://www.ciber.com/-- is a global information technology consulting, services and outsourcing company. CIBER, Inc., and two other affiliates sought bankruptcy protection on April 9, 2017 (Bankr. D. Del. Lead Case No. 17-10772). Christian Mezger, chief financial officer, signed the petition. The Debtors disclosed total assets of $334.2 million and total liabilities of $171.9 million as of Sept. 30, 2016. The Hon. Brendan Linehan Shannon presides over the case. Morrison & Foerster LLP is the Debtors' lead bankruptcy counsel. Polsinelli, PC, serves as co-counsel while Saul Ewing LLP serves as local counsel. The Debtors also hired Houlihan Lokey as investment banker and financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Prime Clerk LLC as noticing and claims agent. An official committee of unsecured creditors has been appointed in the Chapter 11 case. The committee retained Perkins Coie, LLP, as bankruptcy counsel; Shaw Fishman Glantz & Towbin LLC as co-counsel; and BDO Consulting as financial advisor. Since the closing of the Sale, the Debtors have taken steps to change their corporate names from CIBER, Inc., to CMTSU Liquidation, Inc., CIBER Consulting, Incorporated, to CMTSU Liquidation 2, Inc., and CIBER International LLC, to CMTSU Liquidation 3, LLC. CINQUE TERRE: Court OK's Settlement Agreement with CTEL/Elemento ---------------------------------------------------------------- Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York granted the motion for approval of the settlement agreement filed by Stuart MacKellar, Cinque Terre Financial Group Limited's British Virgin Islands court-appointed liquidator and foreign representative. Debtor Cinque Terre Financial is a company formed under the laws of the British Virgin Islands. The Debtor's sole shareholder is Alessandro Bazzoni. As of the commencement of the BVI Liquidation Proceedings, the Debtor's affiliates included a BVI company known as "CT Energia Ltd." The evidence shows that at some point after the commencement of those proceedings, Bazzoni formed an entity under Malta law that he named "CT Energia Ltd.," but thereafter changed its name to "Elemento Ltd." The matter before the Court is the Liquidator's motion for an order approving a settlement agreement by and between the Debtor and CTEL Malta/Elemento. The agreement resolves a dispute arising out of CTEL Malta/Elemento's acknowledged unauthorized use of the Debtor's license agreement with Petroleos del Peru to purchase fuel oil which it thereafter sold, at modest profit, to an entity known as SK Energy Americas. Centauro Liquid Opportunities Master Fund L.P. objects to the motion. It is not a party to the Bankruptcy Motions or the Maritime Action, but it is suing the Debtor, CTEL BVI and others in the United States District Court for the Southern District of New York to recover damages of at least $21 million caused by the Debtor's and CTEL BVI's alleged default under a promissory note payable by them to Centauro. That action is stayed as to the Debtor, but not as to CTEL BVI and the other defendants. Centauro objects to the Settlement Agreement on the grounds that it is not "fair and equitable," since if approved, the agreement may adversely impact the resolution of its claims against CTEL Malta/Elemento in the Centauro Litigation. The Court finds no merit to this argument. There is no dispute that in assessing the merits of the Motion, the Court must "look to the fairness of the settlement to other persons; i.e. the parties who did not settle." Nonetheless, as previously noted, in reviewing the Motion, the Court's focus is on whether the Settlement Agreement is "fair and equitable" and in the best interests of the Debtor and its creditors. Centauro's concerns regarding the impact that the settlement may have on its claims against CTEL BVI and CTEL Malta/Elemento in the Centauro Litigation are not relevant to the Court's assessment of the Settlement Agreement. Moreover, Centauro's assertion that the disbursement of the Registry Funds to CTEL Malta/Elemento undermines the Order for Attachment rings hollow since Centauro made no effort in the Texas Court to assert a claim to those funds. In any event, Centauro misapprehends the Court's function in resolving the motion. The Court has considered Centauro's objections to the motion and has undertaken an independent assessment of the merits of the motion. The Court finds that the Settlement Agreement properly accounts for the risks to the Liquidator associated with litigating the Property, Stay Relief, and Sanctions Motions and that the Settlement Agreement does not fall below the lowest point in the range of reasonableness. A full-text copy of Judge Garrity's Memorandum Decision dated Oct. 24, 2017, is available at: http://bankrupt.com/misc/nysb16-11086-169.pdf Appearances: Gregory S. Grossman, Esq. SEQUOR LAW, PA 1001 Brickell Bay Drive 9th Floor Miami, FL 33131 ggrossman@sequorlaw.com Jeffrey R. Gleit, Esq. SULLIVAN & WORCESTER LLP 1633 Broadway, 32nd Floor New York, New York 10019 jgleit@sandw.com J. Stephen Simms, Esq. SIMMS SHOWERS LLP 201 International Circle Baltimore, Maryland 21030 jssimms@simmsshowers.com Randall W. Jackson, Esq. Donald L. Flexner, Esq. Byron D.M. Pacheco, Esq. BOIES SCHILLER & FLEXNER LLP 575 Lexington Avenue New York, NY 10022 rjackson@bsfllp.com dflexner@bsfllp.com bpacheco@bsfllp.com About Cinque Terre Cinque Terre is a limited liability company formed on or about March 12, 2008, under the laws of the BVI. At all material times, Cinque Terre maintained its registered office at Craigmuir Chambers, Road Town, Tortola, British Virgin Islands. Before the commencement of the BVI Liquidation, Cinque Terre purports to have been engaged in the business of international oil transactions. This business may have included purchasing and selling oil and bunker (marine) fuel for resale to end users or to brokers, investing in hedging transactions and other derivatives related to fuel/oil sales and providing trading and logistics support in connection with international oil/bunker fuel sales. In some cases, Cinque Terre appears to have entered into joint ventures with trading partners or investors to finance its activities, while in other cases Cinque Terre appears to have obtained financing for its investments. Stuart C Mackeller, Liquidator, filed a Chapter 15 Petition for Cinque Terre Financial Group Limited (Bankr. S.D.N.Y., Case No. 16-11086) on April 27, 2016. The Chapter 15 Petitioner's Counsel is Eugene F. Getty, Esq., at Kellner Herlihy Getty & Friedman, LLP, in New York. CIRCLE Z: Sale of Pump Units 102, 107 and 108 Approved ------------------------------------------------------ Judge Bill Parker of the U.S. Bankruptcy Court for the Eastern District of Texas authorized Circle Z Pressure Pumping, LLC's sale of three pump units: (i) Unit 102 - 2009 Galyean 8'6" W x 46' L Tri-Axle Pump Trailer, VIN 1G9DD46229H017201, to Webbtex, LLC for $150,0000; and (ii) Unit 107 - 1980 Phelan 8'6" W x 36' L Tandem Axle Pump Trailer VIN TM1TW25781; and (iii) Unit 108 - 2001 Towway 8'6" W x 34' L Tandem Axle Pump Trailer VIN 1F9GS3432711239100 to qualified buyers. The pumps are being sold free and clear of all liens, encumbrances, claims, and interests, with such liens, encumbrances, claims, and interests to attach to the proceeds of the sales. The Debtor is authorized to sell Pump Units 107 and 108 to qualified buyers upon the approval of BancorpSouth Bank, Panola County, and Rusk County. All sales proceeds received by the Debtor from the sales of the Pump Units described will be deposited into the Escrow Account authorized under the Court's Order entered on Sept. 13, 2017 and kept segregated from other funds of the Debtor, none of said funds to be disbursed except in accordance with the or any subsequent order of the Court. The liens of BancorpSouth Bank, Panola County, and Rusk County will attach to the gross sales proceeds with the same validity, priority, and extent that they attached to the Pump Units described. Upon receipt of the proceeds from the sales described, the Debtor is authorized to disburse from such proceeds by check delivered to the United States Trustee, c/o Sam Baker, 110 N. College, Ste. 300, Tyler, Texas, an amount equal to the fees payable to the United States Trustee as calculated on the amount of such proceeds. The 14-day stay under Bankruptcy Rule 6004(h) is waived so that the contemplated sales may take place upon the entry of the Order. About Circle Z Pressure Pumping Circle Z Pressure Pumping, LLC, renders services in the hydraulic fracturing of formations to enhance the recovery of oil and gas. Circle Z was originally formed in Texas in 2009. Its corporate headquarters and home office is located in Longview, Panola County, Texas. Its managing member, David Powell, has been with the Company since it was formed. Circle Z Pressure Pumping filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-60633) on Oct. 11, 2016. The petition was signed by David Powell, member. The Debtor estimated assets and debt of $10 million to $50 million at the time of the filing. The Debtor is represented by Michael E. Gazette, Esq., at the Law Offices of Michael E. Gazette. On Aug. 7, 2017, the Debtor filed a disclosure statement and Chapter 11 plan of reorganization. COCHON PROPERTIES: Unsecured Creditors to Get Share of $25K ----------------------------------------------------------- AG Energy Funding, LLC, Two Sigma Holdings V/C Acquisition Vehicle III, LLC, Garrison Funding 2013-2 Ltd., GMMF Loan Holdings LLC, and Garrison Middle Market II LP in their capacity as holders of secured notes has submitted to the U.S. Bankruptcy Court for the Western District of Louisiana a disclosure statement on the Joint Plan of Reorganization of Cochon Properties, LLc and Morrison Well Services, LLC. The Plan substantially deleverages Cochon's and MWS' balance sheets by converting the Note Claims into 100% of the equity in Reorganized Cochon and Reorganized MWS. As provided in the Plan, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan will constitute a good faith compromise and settlement of all Claims and Equity Interests and controversies resolved pursuant to the Plan. The key components of the Plan are as follows: (a) Except to the extent that a Holder of an Allowed Other Priority Claim agrees in writing to less favorable treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed Other Priority Claim, each Holder of an Allowed Other Priority Claim will receive either: (a) Cash equal to the full Allowed amount of such Allowed Other Priority Claim or (b) such other treatment as may be agreed to by such Holder and the Administrative Agent at the direction of the Requisite Note Holders; (b) Except to the extent that a Holder of an Allowed Other Secured Claim agrees in writing to less favorable treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim will receive, at the Administrative Agent’s election (at the direction of the Requisite Note Holders), either: (a) Cash equal to the full Allowed amount of such Holder’s Allowed Other Secured Claim, (b) Reinstatement of such Holder’s Allowed Other Secured Claim, (c) the return or abandonment of the Collateral securing such Holder’s Allowed Other Secured Claim to such Holder, or (d) such other treatment as may be agreed to by such Holder and the Administrative Agent at the direction of the Requisite Note Holders; (c) On the Effective Date, the Note Claims will be deemed Allowed Claims in an amount not less than $54,943,000. The Note Claims will not be subject to any avoidance, reduction, setoff, offset, recharacterization, subordination (whether contractual or otherwise) counterclaim, cross-claim, defense, disallowance, impairment, objection, or challenges under any applicable law or regulation by any Person. The Holders of the Note Claims will receive on the Effective Date (i) their Pro Rata share of the Exit Facility, and (ii) Pro Rata with their recovery on account of the DIP Claims and the Adequate Protection Claims, their Pro Rata share of 100% of the New Equity of the Reorganized Debtors. However, that the Holders of the Note Claims will retain all of their Claims, Liens, and security interests against the Rooster Entities. Additionally, all Liens and security interests on and in property of the Debtors securing the Claims and obligations arising under the Notes and the Note Purchase Agreement as of the Petition Date are unaltered by the Plan and will continue to secure the indebtedness and obligations arising under the Exit Facility Documents; (d) If a Holder of a Bonding Claim votes to accept the Plan, such Holder's Cochon Bonds will remain in effect and the premiums on such Cochon Bonds will be paid in the ordinary course of business, and such Holder will receive its Pro Rata share of a Cash payment. If a Holder of a Bonding Claim votes to reject the Plan, such Holder's Cochon Bonds will be replaced in the ordinary course of business, and such Holder will receive a Cash payment in the amount such Holder would receive in a chapter 7 liquidation; (e) On the Effective Date, except to the extent a Holder of an Allowed Cochon Unsecured Trade Claim agrees in writing to less favorable treatment, in full and final satisfaction, settlement, and release of, and in exchange for each Allowed Cochon Unsecured Trade Claim, each Holder of an Allowed Cochon Unsecured Trade Claim will receive a Cash payment in the full Allowed amount of such Claim. However, if the Allowed aggregate amount of Cochon Unsecured Trade Claims exceeds $1,040,000, then such Holders will share Pro Rata in $1,040,000; (f) On the Effective Date, except to the extent a Holder of an Allowed MWS Unsecured Trade Claim agrees in writing to less favorable treatment, in full and final satisfaction, settlement, and release of, and in exchange for each Allowed MWS Unsecured Trade Claim, each Holder of an Allowed MWS Unsecured Trade Claim will receive a Cash payment in the full Allowed amount of such Claim. However, if the Allowed aggregate amount of MWS Unsecured Trade Claims exceeds $992,000, then such Holders will share Pro Rata in $992,000; (g) On the Effective Date, except to the extent a Holder of an Allowed General Unsecured Claim agrees in writing to less favorable treatment, in full and final satisfaction, settlement, and release of, and in exchange for each Allowed General Unsecured Claim, each Holder of an Allowed General Unsecured Claim (other than Note Claims, the Bonding Claims, Cochon Unsecured Trade Claims, and MWS Unsecured Trade Claims) will receive its Pro Rata share of $25,000; (h) Each Allowed Debtor Intercompany Claim will be, at the option of the Administrative Agent at the direction of the Requisite Note Holders, either reinstated or cancelled and released without any distribution on account of such Claims; and (i) Existing Equity in Cochon and MWS will be cancelled and extinguished without further notice to, approval of, or action by any Entity, and each Holder of Existing Equity in Cochon or MWS will receive no recovery on account of such Existing Equity. A full-text copy of the Disclosure Statement dated October 12, 2017 is available for free at https://is.gd/JDet8k Counsel for Angelo, Gordon Energy Servicer, LLC: Louis M. Phillips, Esq. Kelly Hart & Pitre One American Place 301 Main Street, Suite 1600 Baton Rouge, LA 70801-1916 Telephone: (225) 381-9643 Facsimile: (225) 336-9763 Email: louis.phillips@kellyhart.com -- and -- Paul E. Heath, Esq, Matthew W. Moran, Esq. Bradley R. Foxman, Esq. VINSON & ELKINS LLP Trammell Crow Center 2001 Ross Avenue, Suite 3700 Dallas, Texas 75201 Tel: (214) 220-7700 Fax: (214) 220-7716 Email: pheath@velaw.com mmoran@velaw.com bfoxman@velaw.com About Rooster Energy, LLC Houston, Texas-based Rooster Energy Ltd. -- http://www.roosterenergyltd.com-- is an integrated oil and natural gas company with an exploration and production (E&P) business and a downhole and subsea well intervention and plugging and abandonment service business. The Company's operations are located in the state waters of Louisiana and the willow waters of the Gulf of Mexico, mature regions that have produced since 1936. Rooster Energy, L.L.C., Rooster Energy Ltd., and five other affiliates filed a Chapter 11 petition (Bankr. W.D. La. Lead Case No. 17-50705) on June 2, 2017. Jan M. Hayden, Esq., Lacey Rochester, Esq., Susan C. Mathews, Esq., and Daniel J. Ferretti, Esq., at Baker Donelson Bearman Caldwell & Berkowitz, P.C., serve as bankruptcy counsel. In its petition, Rooster Energy L.L.C. disclosed that it had estimated assets of less than $50,000 and liabilities of $50 million to $100 million. The petition was signed by Kenneth F. Tamplain, Jr., president and chief executive officer. On June 22, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Chapter 11 case of Cochon Properties, LLC. The Cochon committee hired Heller Draper Patrick Horn & Dabney, LLC as counsel. On June 23, 2017, the U.S. trustee appointed a creditors' committee in the Chapter 11 case of Rooster Petroleum LLC. The Rooster Committee hires Kantrow Spaht Weaver & Blitzer, APLC, as attorney and local counsel. COMPETITION ACCESSORIES: U.S. Trustee Appoints S. Reynolds as CPO ----------------------------------------------------------------- Nancy J. Gargula, the U.S. Trustee for the Southern District of Indiana, appoints Stephen E. Reynolds as the Consumer Privacy Ombudsman in the chapter 11 case of Competition Accessories, LLC. Reasonable compensation for actual, necessary services rendered by the ombudsman in this case, as well as reimbursement for actual, necessary expenses incurred by the ombudsman and all individuals to whom he has delegated authority to act on his behalf in this case, will be determined in accordance with the standards set forth in section 330 of the Bankruptcy Code. Stephen E. Reynolds can be reached at: Ice Miller, LLP One American Square, Suite 2900 Indianapolis, IN 46282-0200 Tel: 317-236-2391 Email: Stephen. Reynolds@icemiller.com About Competition Accessories Competition Accessories -- http://www.competitionaccessories.com/ and http://www.cheapcycleparts.com/-- is a seller of motorcycle parts and accessories in Clarksville, Indiana. The Company has been shipping motorcyclists their motorcycle helmets, motorcycle jackets, gloves, boots and other motorcycle accessories for more than 50 years. Its principal place of business is 900 Eastern Boulevard, Clarksville, Indiana 47129. Competition Accessories, LLC -- doing business as cheapcycleparts.com, formerly doing business as cruisercustomizing.com, doing business as compacc.com -- filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-91310) on Aug. 29, 2017. The petition was signed by Chris L. McCarty, manager. The case is assigned to Judge Basil H. Lorch III. The Debtor is represented by Neil C. Bordy, Esq. and William P. Harbison, Esq., at Seiller Waterman LLC. At the time of filing, the Debtor had $500,000 to $1 million in estimated assets and $1 million to $10 million in estimated liabilities. No official committee of unsecured creditors has been appointed, and no request for appointment of a chapter 11 trustee or examiner has been made. CONFIRMATRIX LABORATORY: Selling Lawrenceville Property for $1.1M ----------------------------------------------------------------- Confirmatrix Laboratory, Inc., asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of the owner-occupied property located at 1770 Cedars Road, Lawrenceville, Georgia to Twenty Ninety Five, LLC, for $1,086,000. On May 23, 2017, the Debtor entered into the Exclusive Listing Agreement for Sale with Powell Property Group, Inc. ("PPG") providing for the payment of PPG's brokerage fee for the sale of the Property which Listing Agreement was approved by the Court on June 8, 2017. PPG has continuously marketed the Property for sale. On Oct. 6, 2017, Seller entered into the Commercial Sales Agreement with the Purchaser, as amended by the First Addendum to Commercial Sales Agreement dated Oct. 20, 2017 relating to the purchase and sale of the Property. In pertinent part, the Contract provides that the Debtor will sell the Property to the Purchaser with a closing to occur on Nov. 8, 2017, with the inspection period to expire at 6:00 p.m. (EST) on Nov. 3, 2017 (i) for a purchase price of $1,086,000, free and clear of liens, claims, and interests, if any, with such liens, claims, and interests; (ii) with $5,000 in earnest money payable by the Purchaser to King Industrial Realty, Inc. and PPG ("Brokers"); (iii) the with Purchaser being responsible for paying all closing costs; and (iv) with a brokerage fee of 6% payable out of the proceeds to the Brokers, with said fee being split equally between them. The original Contract provided for a 60-day inspection period and a purchase price of $1,111,000. The Debtor was able to negotiate a reduced inspection period and expedited closing date of Nov. 8, 2017, in exchange for a price reduction of $25,000 which price reduction is equal to or less than the anticipated carrying costs associated with the Property. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Confirmatrix_Laboratory_202_Sales.pdf The Debtor proposes to disburse the proceeds of the sale as follows: (i) pay liens for any unpaid real estate property taxes assessed against the Property through the closing of the sale, including accrued but unpaid real estate property taxes, if any, owing to the Gwinnett County Tax Commissioner; (ii) pay all usual, customary, and reasonable costs associated with the sale as agreed by the Debtor and the Purchaser in the Contract, if any, including any closing costs and the 6% real estate brokerage fees for the Brokers; (iii) pay off SunTrust Bank's claim in the case in full; and (iv) disburse all remaining funds to the Debtor's trust account with James-Bates-Brannan-Groover-LLP. The Debtor believes that time is of the essence in closing the sale of the Property. Therefore, the Debtor asks that the Court waives the 14-day stay of any order approving the Motion pursuant to F.R.B.P. 6004(h). The Purchaser: TWENTY NINETY FIVE, LLC 3660 Tarn Court Marietta, GA 30062 Attn: Alex Owen Telephone: (404) 597-7974 E-mail: alex@bbhelectric.com The Escrow Agent: KING INDUSTRIAL REALTY, INC. 1920 Monroe Drive, NE Atlanta, GA 30324 Attn: Jason McCart Telephone: (404) 942-2048 Facsimile: (404) 942-2048 E-mail: jmccart@kingindustrial.com About Confirmatrix Laboratory Confirmatrix Laboratory, Inc., is a laboratory business focused on toxicology and blood testing. Its principal place of business is located at 1770 Cedars Road, Suite 200, Lawrenceville, Gwinnett County, GA 30045. Confirmatrix Laboratory filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-69934) on Nov. 4, 2016. The petition was signed by Ann B. Durham, CEO. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. William J. Boone, Esq., at James Bates Brannan Groover, LLP, serves as bankruptcy counsel to the Debtor. The Debtor employed Marvin H. Willis and Smith & Howard, P.C. as its accountant. CORPORATE RESOURCE: Court Disqualifies SMG Lawyers -------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York issued a memorandum opinion regarding his order granting the Chapter 11 Trustee's motion to disqualify Robinson Brog Leinwand Greene Genovese & Gluck, P.C., and A. Mitchell Greene as attorneys for Defendants in the case captioned JAMES S. FELTMAN, Not Individually, But Solely in His Capacity as Chapter 11 Trustee of the Estate of Corporate Resource Services, Inc., et al., Plaintiff, v. STAFF MANAGEMENT GROUP LLC and STAFF HOLDING GROUP LLC f/k/a STAFF MANAGEMENT GROUP, LLC, Defendants, Adv. Pro. No. 16-01199 (MG) (Bankr. S.D.N.Y.). The chapter 11 Trustee maintains that, pursuant to Rules 1.8(i), 1.10(a), and 3.7(a) and (b) of the New York Rules of Professional Conduct, Greene and Robinson Brog should be disqualified as attorneys for the Defendants for three independent reasons: (i) Greene holds a proprietary interest in the subject matter of the Adversary Proceeding through his ownership stake in one of the defendants, New SMG, (ii) Greene will likely be called as a witness in the Adversary Proceeding, and (iii) Robinson Brog and Greene's personal connections to the case have caused the attorneys to engage in improper conduct during discovery, including withholding materials supporting the Trustee's claims. The Defendants filed an opposition to the motion asserting that Greene's and Robinson Brog's representation of the Defendants does not violate any of the New York Rules of Professional Conduct, and the motion is a patent attempt by the Trustee to "eliminate any resistance to [the Trustee's] meritless fraudulent conveyance action, by replacing Defendants' attorneys. Upon careful consideration of the parties' submissions, and the parties' respective arguments, the Court finds that the disqualification of Greene and Robinson Brog is warranted because of Greene's role as a lender to, and an investor in, New SMG to facilitate the very transfer on which the Trustee's claims in the Adversary Proceeding hinge. Greene's pecuniary interest in New SMG warrants his disqualification under New York Rule of Professional Conduct 1.8(i), which prohibits a lawyer from obtaining a financial interest in the subject matter of his client's litigation, and Greene's conflict is imputed to Robinson Brog under New York Rule of Professional Conduct 1.10(a). Moreover, since Greene is likely to be called to testify during the Adversary Proceeding concerning the Transfer as a lender and an investor, his and Robinson Brog's disqualifications are also justified under New York Rule of Professional Conduct 3.7(b), which states that a lawyer may not advocate for a client in a court where, as here, another attorney in his firm will likely be called as a witness on a significant issue, and where the testimony may prejudice the client. For these reasons, the Court granted the Trustee's motion. The bankruptcy case is in re: CORPORATE RESOURCE SERVICES, INC., et al., Chapter 11, Debtors, Case No. 15-12329 (MG) (Bankr. S.D.N.Y.) A full-text copy of Judge Glenn's Memorandum Opinion dated Oct. 20, 2017, is available at https://is.gd/RUILAB from Leagle.com. James S. Feltman, Plaintiff, represented by Steven S. Flores -- sflores@teamtogut.com -- Togut, Segal & Segal, LLP. Staff Management Group LLC, Defendant, represented by Fred B. Ringel -- fbr@robinsonbrog.com -- Robinson Brog Leinwand Greene Genovese & Gluck P.C. About Corporate Resource Services Corporate Resource Services, Inc., is a provider of corporate employment and human resource solutions, headquartered in New York. CRS leases its headquarters and does not own any real property. About 90% of CRS shares are owned by Robert Cassera and the balance are traded OTC. As of Dec. 31, 2014, CRS was one of the largest employment staffing companies in the U.S., providing employment and human resources solutions for corporations with annual sales of about one billion dollars. In February 2015, CRS began an orderly wind down of operations after discovering that TS Employment, Inc., a privately held company owned by Mr. Cassera, failed to remit tens of millions of dollars of the Debtors' withholding taxes to taxing authorities. TS Employment Inc., a professional employer organization that provided payroll-related services for CRS, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb. 2, 2015. The case is before Judge Martin Glenn. TSE tapped Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, as counsel. Realization Services Inc. serves as the Debtor's consultant. CRS and its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11546) on July 23, 2015, to complete their orderly wind down of operations. The CRS Debtors' cases were transferred to New York (Bankr. S.D.N.Y. Lead Case No. 15-12329), on Aug. 18, 2015, and assigned to Judge Glenn. CRS estimated $10 million to $50 million in assets and $50 million to $100 million in debt. The CRS Debtors tapped Gellert Scali Busenkell & Brown, LLC, as bankruptcy counsel; Wilmer Cutler Pickering Hale & Dorr LLP, as special counsel; Carter Ledyard & Milburn LLP, as special SEC counsel; SSG Capital Advisors as financial advisors and investment bankers; and Rust Omni LLC as claims agent. James S. Feltman has been appointed as Chapter 11 trustee for the CRS Debtors and for TS Employment. He has tapped Togut, Segal & Segal LLP as counsel; and Jenner & Block LLP and Greenberg Traurig, P.A., as special counsel. CTI BIOPHARMA: Has $33.5M Estimated Financial Standing at Sept. 30 ------------------------------------------------------------------ CTI BioPharma Corp. ("CTI Parent Company") reported estimated and unaudited net financial standing of $33.5 million as of Sept. 30, 2017. The total estimated and unaudited net financial standing of CTI Consolidated Group as of Sept. 30, 2017, was $34.3 million. CTI Parent Company trade payables outstanding for greater than 30 days were approximately $1.0 million as of Sept. 30, 2017. CTI Consolidated Group trade payables outstanding for greater than 30 days were approximately $1.0 million as of Sept. 30, 2017. During September 2017, there were solicitations for payment only within the ordinary course of business and there were no injunctions or suspensions of supply relationships that affected the course of normal business. As of Sept. 30, 2017, there were no amounts overdue of a financial or tax nature, or amounts overdue to social security institutions or overdue to employees. During the month of September 2017, the Company's common stock, no par value, outstanding decreased by 4,998 shares. As a result, the number of issued and outstanding shares of Common Stock as of Sept. 30, 2017, was 42,977,176. A full-text copy of the press release is available for free at: https://is.gd/8UsH5K About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a late-stage development pipeline, including pacritinib for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington. CTI Biopharma reported a net loss attributable to common shareholders of $52 million for the year ended Dec. 31, 2016, a net loss attributable to common shareholders of $122.6 million for the year ended Dec. 31, 2015, and a net loss attributable to common shareholders of $95.99 million. As of June 30, 2017, CTI Biopharma had $86.33 million in total assets, $47.41 million in total liabilities and $38.92 million in total shareholders' equity. "We will need to continue to conduct research, development, testing and regulatory compliance activities with respect to our compounds and ensure the procurement of manufacturing and drug supply services, the costs of which, together with projected general and administrative expenses, is expected to result in operating losses for the foreseeable future," said the Company in its quarterly report for the period ended June 30, 2017. "Additionally, we have resumed primary responsibility for the development and commercialization of pacritinib as a result of the termination of the Pacritinib License Agreement in October 2016, and we will no longer be eligible to receive cost sharing or milestone payments for pacritinib's development from Baxalta Incorporated and its affiliates, or Baxalta, which is now part of Shire plc. We have incurred a net operating loss every year since our formation. As of June 30, 2017, we had an accumulated deficit of $2.2 billion, and we expect to continue to incur net losses for the foreseeable future. "Our available cash and cash equivalents were $74.7 million as of June 30, 2017. We believe that our present financial resources, together with payments projected to be received under certain contractual agreements and our ability to control costs, will only be sufficient to fund our operations into the third quarter of 2018. This raises substantial doubt about our ability to continue as a going concern." CUMULUS MEDIA: Appoint D.J. (Jan) Baker as Director --------------------------------------------------- The Board of Directors of Cumulus Media Inc. appointed D.J. (Jan) Baker to the Board, the Company disclosed in a Form 8-K report filed with the Securities and Exchange Commission. Mr. Baker, age 72, retired as a partner from the international law firm of Latham & Watkins, LLP in July 2017, most recently serving as that firm's global co-chair of the Corporate Restructuring Practice Group. Prior to joining Latham & Watkins as a partner in 2009, Mr. Baker was a partner at Skadden, Arps, Slate, Meagher & Flom, LLP and, prior thereto, at Weil, Gotshal & Manges LLP, both international law firms. Mr. Baker's practice focused on advising public and private companies in out of court restructurings and court supervised reorganization and restructuring proceedings, regularly advising boards of directors on issues related to corporate governance and fiduciary duties. Mr. Baker is also a member of the Hastings Center, a bio-ethics institute, and various other non-profit boards. Mr. Baker will be entitled to compensation for his service as a member of the Board that is consistent with the compensatory arrangements the Company has in place with its other non-employee directors, according to a Form 8-K report filed with the Securities and Exchange Commission. About Cumulus Media Atlanta, Georgia-based Cumulus Media Inc. -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debt that topped $97 million as of June 30, 2011. Cumulus Media incurred a net loss of $510.7 million in 2016 following a net loss of $546.49 million in 2015. As of June 30, 2017, Cumulus Media had $2.40 billion in total assets, $2.89 billion in total liabilities and a total stockholders' deficit of $491.8 million. * * * In March 2017, S&P Global Ratings raised its corporate credit rating on Cumulus Media Inc. and its subsidiary Cumulus Media Holdings Inc. to 'CCC' from 'CC'. The rating outlook is negative. "We believe Cumulus may look to exchange debt at subpar levels or repurchase debt at discounted levels in 2017, which we would view as tantamount to default, based on our criteria," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "We could lower our ratings on the company if it announces a subpar debt tender offer." Various tranches of debt at Cumulus are currently trading at roughly a 30% to 60% discount to par. In April 2017, Moody's Investors Service downgraded Cumulus Media Inc.'s Corporate Family Rating to 'Caa2' from 'Caa1', the secured credit facilities to 'Caa1' from 'B3', and senior unsecured notes to 'Ca' from 'Caa3'. The outlook was changed to negative from stable. The downgrade reflects the elevated risk of a restructuring of its balance sheet and its unsustainable leverage level of 11.3x (excluding Moody's standard lease adjustments) as of Q4 2016. CUMULUS MEDIA: Sees Net Revenue of $286M to $288M in 3rd Quarter ---------------------------------------------------------------- Cumulus Media Inc. announced selected preliminary operating results for the three months ended Sept. 30, 2017. For the three months ended Sept. 30, 2017, the Company expects to report net revenue in a range of $286.0 million to $288.0 million, net (loss) income in a range of $(0.3) million to $1.7 million, and Adjusted EBITDA in a range of $60.0 million to $62.0 million. When adjusting for the impact of $14.4 million of one-time expenses in the three months ended Sept. 30, 2016, related to the resolution of disputed syndicated programming and inventory expenses with CBS Radio Inc., Adjusted EBITDA performance for the three months ended Sept. 30, 2017, is expected to show growth in a range of 3% to 6% year-over-year. The Company will issue a press release reporting its third quarter 2017 operating results at approximately 7:30 AM EST on Thursday, November 9th and will host a conference call to discuss these results at 8:00 AM EST that day. Mary Berner, president and chief executive officer of Cumulus Media Inc., said, "The strong preliminary results for the third quarter provide further evidence that our turnaround plan is taking hold. We are encouraged by our continuing operating and financial momentum in the face of negative industry trends. This quarter, we delivered our seventh straight quarter of ratings share growth at the station group along with revenue share gains for our fifth straight quarter at the station group and third straight quarter at Westwood One. Most importantly, it was the second straight quarter of year-over-year growth in revenue and Adjusted EBITDA." "In addition to successfully executing on our foundational operating initiatives, we continue to develop innovative products and service offerings, such as the Westwood One ROI Guarantee, the first industry-wide ROI guarantee in the audio space; C-Endorsement Videos, the first video endorsement product at scale in the radio industry; and our initial Voice First initiative, the launch of Amazon Alexa skills for nearly 300 stations and over 100 Westwood One brands." Ms. Berner continued, "While the Company has ample cash to operate our business, Cumulus continues to be constrained by an excessive debt load. With the assistance of outside advisors, we are proactively exploring a range of alternatives with our lenders and noteholders to restructure the balance sheet and reduce debt. Our objective is to be able to redirect more of our time and resources to where they can have the greatest impact on our future - investing in our employees, in key technologies and in initiatives that drive growth." A full-text copy of the press release is available for free at: https://is.gd/JghVPt About Cumulus Media Atlanta, Georgia-based Cumulus Media Inc. -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debt that topped $97 million as of June 30, 2011. Cumulus Media incurred a net loss of $510.7 million in 2016 following a net loss of $546.49 million in 2015. As of June 30, 2017, Cumulus Media had $2.40 billion in total assets, $2.89 billion in total liabilities and a total stockholders' deficit of $491.8 million. * * * In March 2017, S&P Global Ratings raised its corporate credit rating on Cumulus Media Inc. and its subsidiary Cumulus Media Holdings Inc. to 'CCC' from 'CC'. The rating outlook is negative. "We believe Cumulus may look to exchange debt at subpar levels or repurchase debt at discounted levels in 2017, which we would view as tantamount to default, based on our criteria," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "We could lower our ratings on the company if it announces a subpar debt tender offer." Various tranches of debt at Cumulus are currently trading at roughly a 30% to 60% discount to par. In April 2017, Moody's Investors Service downgraded Cumulus Media Inc.'s Corporate Family Rating to 'Caa2' from 'Caa1', the secured credit facilities to 'Caa1' from 'B3', and senior unsecured notes to 'Ca' from 'Caa3'. The outlook was changed to negative from stable. The downgrade reflects the elevated risk of a restructuring of its balance sheet and its unsustainable leverage level of 11.3x (excluding Moody's standard lease adjustments) as of Q4 2016. CURTIS JAMES JACKSON: Can Recoup Damages from B. Parrott, E. Tucker ------------------------------------------------------------------- In the case captioned CURTIS JAMES JACKSON, III, Movant, v. BRANDON PARROTT AND ERICA TUCKER, Respondents, Case No. 15-21233 (AMN) (Bankr. D. Conn.), Bankruptcy Judge Ann M. Nevins granted Debtor Jackson's motion seeking legal fees and damages against Parrott and Tucker for alleged violations of the automatic stay. The Debtor, having filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on July 13, 2015, sought damages for the Respondents' act of filing, a complaint against him in the United States District Court for the Central District of California, during a time when the automatic stay was in effect. Respondents' pro se Complaint, filed on June 15, 2016, accused the Debtor, and seven others of copyright infringement, unjust enrichment, and fraud, and demanded damages and injunctive relief. The Court finds that filing a complaint in federal court naming a debtor as a defendant after he or she has filed for relief under the Bankruptcy Code is an axiomatic violation of the automatic stay. Although it seems improbable that Respondents were unaware of the Debtor's case, given the Debtor's notoriety as an entertainer, the court need not make specific findings as to the Respondents' knowledge of the Debtor's case, or lack thereof. The automatic stay "takes effect automatically and without the requirement of notice to affected parties." The court concludes Respondents' filing of the Complaint violated the automatic stay of 11 U.S.C. section 362(a)(1). The question of whether Respondents' had knowledge of the stay, and thus whether the violation of the stay was willful, is relevant to the question of damages. Here, on June 20, 2016, Debtor's counsel informed respondent the Debtor had filed for relief under the bankruptcy code. The letter informed the Respondents the automatic stay was in effect and demanded Respondents withdraw the Complaint against the Debtor. The Respondents responded to Debtor's counsel, which, in effect, acknowledged the Debtor's status as a debtor under the protection of the automatic stay. That the Respondents did not take immediate steps to withdraw the Complaint, which itself was a violation of the stay, is evidence of the willful nature of the violation of the stay. Turning to the issue of damages, the court is obliged to zealously enforce the automatic stay. Here, the Debtor has not alleged any actual damages from Respondents' violation of the automatic stay other than attorney's fees for prosecuting the instant motion. The Debtor's counsel seeks a total of $18,545.50. The Debtor's counsel submitted itemized billing records along with the instant motion, which detailed the time spent prosecuting the instant motion. The court has reviewed and considered the billing records submitted by counsel in support of the instant motion. Having concluded the Debtor suffered no damages for responding to Respondents violations of the automatic stay beyond June 21, 2016, the Court awards fees to the Debtor, Zeisler & Zeisler, P.C., in the amount of $150, representing its fees incurred on and before June 21, 2016, and to Neligan Foley LLP, in the amount of $1,914, representing its fees incurred on and before June 21, 2016. A full-text copy of Judge Nevins' Ruling and Memorandum Decision dated Oct. 17, 2017, is available at https://is.gd/FzqpnQ from Leagle.com. Curtis James Jackson, III, Debtor, represented by Imran H. Ansari, Baratta, Baratta & Aidala, LLP, Joseph P. Baratta, Baratta, Baratta & Aidala, LLP, James Berman -- jberman@zeislaw.com -- Zeisler and Zeisler, John L. Cesaroni -- jcesaroni@zeislaw.com -- Zeisler & Zeisler PC, Sherli M. Furst -- sfurst@robinkaplans.com -- Robins Kaplan, LLP, John D. Gaither -- jgaither@neliganlaw.com -- Neligan Foley, LLP, Stephanie Gase, Brewer, Attorneys & Counselors, Barry Kamins, Baratta, Baratta & Aidala, LLP, Paul LiCalsi -- PLiCalsi@RobinsKaplan.com -- Robins Kaplan LLP, James P. Muenker -- jmuenker@neliganlaw.com -- Neligan Foley LLP, Patrick J. Neligan, Neligan Foley LLP, Ofer Reger – Oreger@robinkaplans.com -- Robins Kaplan LLP, Seymour Roberts, Jr. -- sroberts@neliganlaw.com -- Neligan Foley, LLP, David B. Shemano -- DShemano@RobinsKaplan.com -- Robins Kaplan, LLP & Craig Weiner -- CWeiner@RobinsKaplan.com --Robins Kaplan, LLP. Kancelaria Adwokacka, Defendant, represented by Craig I. Lifland -- lifland@halloransage.com -- Halloran & Sage. U. S. Trustee, U.S. Trustee, represented by Holley L. Claiborn, Office of The United States Trustee, Abigail Hausberg, Office of the U.S. Trustee & Kim L. McCabe, Office of the U.S. Trustee. About 50 Cent Born July 6, 1975, Curtis James Jackson III, known professionally as 50 Cent, is an American rapper, actor, businessman, and investor. 50 Cent filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 15-21233) on July 13, 2015 with $32.5 million in debt. The bankruptcy came days after a jury ordered him to pay $5 million to rapper Rick Ross's ex-girlfriend Lastonia Leviston for a sex tape scandal. In July 2016, U.S. bankruptcy court judge approved a Chapter 11 reorganization plan for 50 Cent. The Plan requires 50 Cent to pay $18 million to Sleek Audio to settle a judgment, $6 million to Leviston, and about $4 million to settle a guarantee claim with Sun Trust Bank, among paying off other creditors over a five-year period. In February 2017, U.S. Bankruptcy Judge Ann Nevins discharged Mr. Jackson's bankruptcy case. CV SETTLEMENT: To Sell Real Estate to Pay Creditors --------------------------------------------------- CV Settlement Holdings, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Alabama a third amended plan of reorganization dated Oct. 16, 2017. This is a liquidating plan. The Debtor will sell all its real estate pursuant to a court order allowing the sale to Truland Homes, LLC. The court order sets out the sale terms. The net sale proceeds less 28 U.S.C. Section 1930 fees and attorney fees will be paid to Beatus Investments, LLC, and Burns, Cunningham & Mackey, LLC. If funds are available after payment to Beatus and BC&M, the Debtor will pay those funds to the allowed, unsecured creditors pro rata. The Debtor will not pay any money to unsecured insider creditors or to the Debtor's LLC members. Class Four is comprised of all Claimants who hold Allowed Unsecured Claims against the Debtor arising prior to the Petition Date, together with those creditors who held claims against the Debtor either secured by a mortgage or by a claim of lien against property of the Debtor which is subject to the lien of Beatus and BC&M. The property is worth $1,722,000 based on the Court approved sale to Truland Homes. Therefore, pursuant to Section 506(a)(1) of the U.S. Bankruptcy Code the unsecured portion of the Beatus and BC&M note will be treated as a general unsecured obligation. If any proceeds are available from the sale of the Debtor's assets, then the creditors in this class will be paid the balance of the proceeds in a single pro rata distribution. This class is impaired. A copy of the Third Amended Plan is available at: http://bankrupt.com/misc/alsb14-03731-430.pdf About CV Settlement Holdings CV Settlement Holdings, LLC, sought Chapter 11 protection (Bankr. S.D. Ala. Case No. 14-03731) on Nov. 13, 2014. Judge William S. Shulman is assigned to the case. The Debtor estimated assets in the range of $0 to $50,000 and $1 million to $10 million in debt. The Debtor tapped Marion E. Wynne, Jr., Esq., at the Wilkins, Bankester, Biles & Wynne, PA, as counsel. The petition was signed by J. Marion Uter, member. DEVITA LOGISTICS: Disclosures OK'd; Plan Hearing on Dec. 12 ----------------------------------------------------------- The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida has approved Devita Logistics, Inc.'s disclosure statement dated June 21, 2017, referring to the Debtor's plan of reorganization. A confirmation hearing will be held on Dec. 12, 2017, at 11:00 a.m. Any objections to confirmation must be filed and served seven days before plan confirmation. The last day for filing written acceptances or rejections of the Plan is Nov. 28, 2017. About Devita Logistics Devita Logistics, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-01866) on May 22, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Taylor J King, Esq. DIAMOND RESORTS: Moody's Confirms B2 CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service confirmed the ratings of Diamond Resorts International, Inc. including its B2 Corporate Family Rating, B2-PD Probability of Default Rating, B1 senior secured rating and Caa1 senior unsecured rating. At the same time, Moody's revised the outlook to stable. "The confirmation of Diamond Resorts' ratings reflects Moody's expectations that the company will be able to maintain leverage -- including Moody's adjustments and 100% of its securitizations -- at around 6.5x," stated Peter Trombetta, an AVP-Analyst at Moody's. "The confirmation also acknowledges that while provisions for loan losses are expected to remain elevated as a percentage of gross vacation interest sales, Moody's does not expect that the increased provisions for loan losses will have a material negative effect on the company's liquidity," added Trombetta. The company has a strategy in place to address the actions of third parties that have been driving increased defaults and Moody's expect these actions will improve the loan loss reserve trend over time. Outlook Actions: Issuer: Diamond Resorts International, Inc. -- Outlook, Changed To Stable From Rating Under Review Confirmations: Issuer: Diamond Resorts International, Inc. -- Probability of Default Rating, Confirmed at B2-PD -- Corporate Family Rating, Confirmed at B2 -- $100 million Senior Secured Revolving Credit Facility, Confirmed at B1(LGD3) -- $500 million Senior Secured Regular Bond/Debenture due 2023, Confirmed at B1(LGD3) -- $700 million Senior Secured Term Loan due 2023, Confirmed at B1(LGD3) -- $600 million Senior Unsecured Global Notes due 2024, Confirmed at Caa1(LGD5) RATINGS RATIONALE Diamond Resorts is constrained by its high leverage -- Moody's adjusted debt/EBITDA (including 100% of securitizations as debt) is expected to be about 6.5x -- and Moody's expectation that leverage will remain high as the company prioritizes growing its business over absolute debt reduction. The company is also facing earnings pressure from increased provisions for loan losses. The timeshare industry has seen increased defaults as a result of third party activities. While the level of provisions for loan losses is expected to remain elevated and dampen improvement in EBITDA over at least the next year, Moody's do not expect this will affect the company's liquidity profile. Diamond Resorts is also constrained by its modest scale and narrow focus on the higher risk timeshare segment of hospitality. Approximately 60% of Diamond's EBITDA is derived from vacation interest sales and financing, the remainder from its hospitality and management services business. Diamond benefits from its adequate liquidity profile including low capital requirements, favorable cash flow profile of its hospitality management business and lack of near-term debt maturities. The stable outlook reflects Moody's expectation that the company will be able to maintain debt/EBITDA around 6.5x and EBITA/interest coverage above 1.5x. While Moody's do not expect an upgrade over the near-term due to the company's high financial leverage, an upgrade could be considered should its earnings diversify away from the vacation interest sales and financing and the company is able to maintain debt to EBITDA below 5.0 times. An upgrade would also require adequate liquidity. Ratings could be downgraded if debt to EBITDA was sustained above 6.5 times or EBITA to interest were to fall below 1.5 times. A deterioration in liquidity or more aggressive financial policy could also result in a rating downgrade. Diamond Resorts International, Inc. is a timeshare business that specializes in the sale of vacation ownership interests in the form of points. Members receive an annual allotment of points and through the membership club can use these points to stay at destinations within Diamond's global network of over 400 destinations in 35 countries. Revenues are about $1.1 billion. Diamond is owned by Apollo Global Management LLC. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. DISCOVER FINANCIAL: Fitch to Rate $570MM Preferred Stock BB- ------------------------------------------------------------ Fitch Ratings expects to rate Discover Financial Services' (DFS) $570 million perpetual preferred stock 'BB-(EXP)'. The preferred shares are expected to be subordinated to existing subordinated debt but senior to common shares. Distributions, when and if declared by the Board of Directors, will be payable semi-annually at a fixed annual rate until October 2027, and thereafter will be payable quarterly at a floating rate based off of LIBOR. Distributions on the preferred units are non-cumulative. The preferred shares are perpetual in nature, but may be redeemed, at DFS's option, 10 years after issuance. Proceeds are expected to be used for general corporate purposes, which may include advances to subsidiaries to finance their activities, repayment of outstanding indebtedness, share repurchases, and/or the redemption of the Series B Preferred Stock, which is eligible for redemption beginning on Dec. 1, 2017. KEY RATING DRIVERS PREFERRED STOCK DFS's preferred stock ratings are rated five notches below DFS's viability rating (VR) of 'bbb+' in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profile. The preferred stock ratings include two notches for loss severity given these securities' deep subordination in the capital structure, and three notches for non-performance given that the dividends are non-cumulative and fully discretionary. DFS's ratings reflect its strong franchise, supported by its owned payments network, peer-superior credit performance, strong and consistent financial performance over various economic and market cycles, diverse funding base, ample liquidity, strong risk-adjusted capitalization, and seasoned management team. Rating constraints include DFS's concentrated and cyclical business model, heavier reliance on wholesale funding, potential funding sensitivity associated with internet deposits in a rising rate environment, the likelihood of asset quality reversion from current levels, threats from disruptive technologies in the payments space, and elevated regulatory and legislative risk. RATING SENSITIVITIES PREFERRED STOCK The preferred stock ratings are directly linked to DFS's VR and would move in tandem with any changes in DFS's VR. Positive rating momentum for DFS's IDR could be driven by consistent market share gains in card-based payments, increased revenue diversity, and sustained strong credit performance in all loan categories through the credit cycle. Positive ratings momentum could also be driven by enhanced funding flexibility in the form of retail deposits. In particular, the durability of DFS's internet-based deposit platform during a sustained period of rising interest rates will be a key consideration in evaluating the strength of the company's funding profile. Negative rating action could be driven by a significant decline in profitability associated with slowing loan growth and/or meaningful net interest margin compression, an outsized degradation in credit performance relative to peers, a weakening liquidity profile, significant reductions in capitalization, and/or potential new and more onerous rules and regulations. Negative rating momentum could also be driven by an inability of DFS to maintain its competitive position and profitability in an increasingly digitized payments and consumer lending landscape. Fitch has assigned the following rating: -- Preferred Stock rating of 'BB-(EXP)'. Existing ratings on DFS and its subsidiary are as follows: Discover Financial Services -- Long-Term Issuer Default Rating (IDR) 'BBB+'; -- Viability Rating 'bbb+'; -- Short-Term IDR 'F2'; -- Support Rating '5'; -- Support Rating Floor 'NF'; -- Senior Unsecured Debt 'BBB+' -- Preferred Stock 'BB-'. Discover Bank -- Long-Term IDR 'BBB+'; -- Viability Rating 'bbb+'; -- Short-Term IDR 'F2'; -- Support Rating '5'; -- Support Rating Floor 'NF'; -- Long-Term Deposits 'A-'; -- Short-Term Deposits 'F2'; -- Senior Unsecured Debt 'BBB+'; -- Subordinated Debt 'BBB'. DPL INC: S&P Revises Outlook to Stable on Ohio Regulatory Order --------------------------------------------------------------- U.S.-based Dayton Power & Light Co. (DP&L) recently received an order from the Public Utilities Commission of Ohio (PUCO), implementing its third Electric Security Plan (ESP). The ESP plan includes the collection of distribution modernization rider (DMR) revenues for years one through three of the term of the ESP, with the opportunity to extend the DMR for an additional two years. S&P Global Ratings is thus revising the ratings outlook on DPL Inc. (DPL) and its subsidiary, Dayton Power & Light Co (DP&L), to stable from negative. At the same time, S&P affirmed its ratings on both entities, including its 'BB-' issuer credit rating on DPL and DP&L, its 'BBB-' issue-level rating on DP&L's senior secured debt, and its 'BB-'issue-level rating on DPL Inc.'s senior unsecured debt. The '1+' recovery rating on DP&L's senior secured debt is unchanged. The '4' recovery rating on DPL's senior unsecured debt is also unchanged, indicating S&P's expectation for average (30%-50%; rounded estimate: 30%) recovery in the event of a payment default. S&P said, "Our outlook revision reflects reduced downside risk to the issuer credit ratings on DPL and DP&L following the recent order from the PUCO, implementing DP&L's third Electric Security Plan (ESP) for a six-year term. The new ESP includes the collection of $105 million of Distribution Modernization Rider revenues (DMR) annually for the next three years, with the option to extend for an additional two years during the term of the ESP. We expect the company will use proceeds from the DMR to reduce debt at both DPL and DP&L, gradually improving credit quality over the next three years and mitigating the company's longer-term refinancing risks. Furthermore, given the company's opportunity to extend the DMR for an additional two years, our base-case scenario assumes that the DMR will be extended, allowing the company to further reduce its debt leverage. "The stable outlook for DPL and DP&L reflects our expectations for reduced downside risk to the ratings following the recent PUCO order. The order approves a new six-year ESP, and includes a DMR for years one through three with an opportunity for a two year extension. We expect DMR revenues will be used to support the company's credit quality, mitigating its longer-term refinancing risks. "Although less likely, we could lower the ratings on DPL and DP&L over the next 12 to 18 months if DPL does not materially reduce its consolidated leverage profile, given the company's current business risk assessment. "We could raise the ratings within the next 12 months if the company executes on a strategy that materially shrinks its higher-risk merchant operations while reducing its consolidated leverage profile." DREAM MOUNTAIN RANCH: Case Summary & 3 Unsecured Creditors ---------------------------------------------------------- Debtor: Dream Mountain Ranch, LLC 3120 Fairway Drive Morgantown, WV 26508 Business Description: Dream Mountain Ranch, LLC is a privately held company that owns a deer and elk hunting game area in North Central West Virginia. Dream Mountain Ranch offers 15 hunting stands and still hunts scattered across a 1,000 plus acres property. The Ranch offers lodge featuring four bedrooms, three baths, a full sized kitchen, wrap around porch, and a hot tub. Several well- stocked fishing ponds provide a relaxing catch-and-release fishing experience to enjoy during the day. Over 52 miles of elaborate trails allow guests to travel the mountain and reconnect with nature. The area also features several activities guest can enjoy including the Ohiopyle State Park, Falling Water, Blackwater Falls, and Coopers Rock. Web site: http://www.dreammountainranch.com/ Chapter 11 Petition Date: October 27, 2017 Case No.: 17-01051 Court: United States Bankruptcy Court Northern District of West Virginia (Clarksburg) Judge: Hon. Patrick M. Flatley Debtor's Counsel: David M. Jecklin, Esq. GIANOLA, BARNUM, BECHTEL & JECKLIN, L.C. 1714 Mileground Morgantown, WV 26505 Tel: 304-291-6300 Fax: 304-291-6307 E-mail: djecklin@gbbjlaw.com Debtor's Accountant: Steven G. Williams, CPA TETRICK & BARTLETT, PLLC Debtor's Managing Agent: Dietrich Steve Fansler Total Assets: $5.02 million Total Liabilities: $2.53 million The petition was signed by Dietrich Steve Fansler, managing member. A full-text copy of the petition, along with a list of three unsecured creditors, is available for free at http://bankrupt.com/misc/wvnb17-01051.pdf E&M 2710 CLARENDON: Neria Buying Brooklyn Property for $1.3M ------------------------------------------------------------ E&M 2710 Clarendon, LLC, asks the U.S. Bankruptcy Court for the Eastern District of New York to authorize the sale of real property located at 1107 Rogers Avenue, Brooklyn, New York to Oren Neria for $1,270,000. A hearing on the Motion is set for Nov. 8, 2017 at 2:30 p.m. Objection deadline is Nov. 8, 2017. The Debtor's counsel affirms that the bankruptcy case was filed in an expedited manner to avoid an auction sale date on Debtor's property. The property is the only asset of the Bankruptcy Estate. The Debtor is the sole owner of it. There is no co-owner. As of the petition date the property is valued the property at $1,250,000. The Secured and Administrative claims against the property are: a. An administrative lien from New York City Water with a lien in the amount of $11,362. b. An administrative lien from NYC TL 2016A Trust with a tax lien in the amount of $46,848. c. A secured lien held by Columbia Capital Co., with lien in the amount of $1,532,903. The Debtor wishes to sell the property and pay off all secured and administrative liens. It proposes to sell the property for the full appraisal value of $1,270,000 to the Buyer. The sale of the Property is being made free and clear of any interest in the property held by an entity other than the estate. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/E&M_2710_28_Sales.pdf From the sale proceeds, the Debtor proposes to pay the costs of the sale, including reasonable attorney's fees, real estate commissions, and taxes. In addition, it proposes to pay all creditors that have an undisputed secured interest in the property as of the date of closing. It estimates that, after the payment of the costs of sale, and satisfaction of secured liens there will be no net proceeds to claim an exemption with. For this reason, the sale is in the best interest of the debtor, the estate, creditors, and other parties in interest and should be approved. The Purchaser is represented by: Eial Girtz, Esq. 1010 Northern Blvd. Great Neck, NY 11021 About E&M 2710 Clarendon LLC E&M 2710 Clarendon LLC listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 1107 Rogers Avenue, Brooklyn, New York. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-43814) on July 27, 2017. Errol Morris, manager, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Carla E. Craig presides over the case. EAST COAST FOODS: Panel Hires Braun as Real Estate Appraiser ------------------------------------------------------------ The Official Committee of Unsecured Creditors of East Coast Foods, Inc., seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Braun Inc., as real estate appraiser for the Committee. The Committee seeks authorization to employ the Firm to appraise certain real property owned by the principal of the Debtor. Braun will perform the appraisals to value the real estate that is to serve as the collateral for payments to creditors under a plan being contemplated by the Committee. Braun will perform the valuations for a fixed fee of $22,000. To the extent that Braun performs any services beyond the specified appraisal work, Braun will seek compensation for those services at a rate of $325 per hour and reimbursement for its actual, out-of-pocket expenses. Todd Wohl, senior partner of Braun 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 Debtor and its estates. Braun can be reached at: Todd Wohl Braun Inc. 438 Pacific Coast Highway Hermosa Beach, CA 90254 Tel: (310) 798-3123 About East Coast Foods East Coast Foods Inc., a California corporation, is the owner and operator of four Roscoe' Chicken N' Waffles restaurants in Los Angeles area. East Coast Foods sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-13852) on March 25, 2016. The petition was signed by Herbert Hudson, president. The Debtor estimated assets of less than $50,000 and debt of $10 million to $50 million. The case is assigned to Judge Sheri Bluebond. The Debtor is represented by Vakhe Khodzhayan, Esq., at KG Law, APC. The Office of the U.S. Trustee on April 29, 2016, appointed five creditors to serve on an official committee of unsecured creditors. The committee hired Smiley Wang-Ekvall, LLP as counsel, and Force Ten Partners, LLC, as financial advisor. Bradley D. Sharp was appointed Chapter 11 trustee of the Debtor's estate on Sept. 28, 2016. Landegger Baron Law Group, ALC serves as the Chapter 11 Trustee's labor and employment counsel. The Chapter 11 Trustee retained Swicker & Associates Accountancy Corporation as his tax advisor. Greines, Martin, Stein & Richland LLP serves as the Chapter 11 Trustee's special counsel. EAST MAIN COMPLEX: Hires Gleichenhaus Marchese as Counsel --------------------------------------------------------- East Main Complex, Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of New York to employ Gleichenhaus Marchese & Weishaar, PC as its general counsel. The Debtor requires Gleichenhaus Marchese to: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in- Possession in the continued operation of its business and in the management of its assets; b. take necessary action to avoid liens against the Debtor's property, remove restraints against the Debtor's property and such other actions to remove any encumbrances of liens which are avoidable, which were placed against the property of the Debtor prior to the filing of the Petition instituting this proceeding and at a time when the Debtor was insolvent; c. take necessary action to enjoin and stay until final decree herein any attempts by secured creditors to enforce liens upon property of the Debtor in which property Debtor has substantial equity; d. represent the Debtor as Debtor-in-Possession in any proceedings which may be instituted in this Court by creditors or other parties during the course of this proceeding; e. prepare on behalf of the Debtor, as Debtor-in-Possession, necessary petitions, answers, orders, reports, and other legal papers; and f. perform other legal services for the Debtor as Debtor-in-Possession, or to employ attorneys for such services. Gleichenhaus Marchese will be paid at these hourly rates: Partners $350 Non-Partner Lawyers $300 Paralegals/Legal Secretaries $80 Gleichenhaus Marchese held a net retainer in the amount of $20,000. Michael A. Weishaar, Esq., at Gleichenhaus, Marchese & Weishaar, 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. Gleichenhaus Marchese may be reached at: Michael A. Weishaar, Esq. Gleichenhaus, Marchese & Weishaar, PC 930 Convention Tower, 43 Court Street Buffalo, New York 14202 Tel: (716) 845-6446 About East Main Complex, LLC East Main Complex, LLC, is a small business debtor as defined in 11 U.S.C. Section 101(51D) and is an operator of an apartment building. It owns in fee simple interest a real property located at 183 East Main Street, Fredonia, New York Chautauqua County valued at $1.98 million. East Main Complex filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 17-11789) on Aug. 25, 2017, listing its total assets at $2.06 million and its total liabilities at $2.07 million. The petition was signed by Daniel P. Sturniolo, its sole member. Judge Carl L. Bucki presides over the case. Robert B. Gleichenhaus, Esq., at Gleichenhaus, Marchese & Weishaar, P.C., serves as the Debtor's bankruptcy counsel. ECOARK HOLDINGS: Nepsis Capital Lowers Stake to 11.8% as of Oct. 27 ------------------------------------------------------------------- In a series of amended Schedule 13Ds filed with the Securities and Exchange Commission, the latest of which is amendment No.4, Nepsis Capital Management, Inc., an investment adviser, reported that as of Oct. 27, 2017, it beneficially owns 4,355,170 shares of common stock of Ecoark Holdings, Inc., constituting 11.84 percent of the shares outstanding. Nepsis Capital said it has no interest in obtaining control of Ecoark Holdings, Inc. and would likely reduce its position in Ecoark. A full-text copies of the regulatory filings are available for free at: https://is.gd/Rl2sp6 https://is.gd/ATpQo6 https://is.gd/SmJXSC https://is.gd/zOxqM2 https://is.gd/T50Znd About Ecoark Holdings Ecoark Holdings, Inc. -- http://www.ecoarkusa.com-- is a Nevada corporation incorporated on Nov. 19, 2007 that has developed over the past three years through key acquisitions and organic growth. Ecoark Holdings is an innovative, emerging growth company focused on the development and deployment of business solutions and products to the retail, agriculture, food service, commercial real estate and architecture, engineering and construction end markets. Ecoark Holdings operates through two wholly-owned operating subsidiaries, Ecoark and Magnolia Solar. Further, Ecoark has three operating subsidiaries: Zest Labs, Eco3d and Pioneer Products. KBL, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred substantial losses and needs to obtain additional financing to continue the development of their products. The lack of profitable operations raises substantial doubt about the Company's ability to continue as a going concern. Ecoark reported a net loss of $25.23 million on $14.40 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $10.47 million on $7.67 million of revenues in 2015. As of June 30, 2017, Ecoark had $22.91 million in total assets, $3 million in total liabilities and $19.90 million in total stockholders' equity. EXELCO NORTH: Sets Bidding Procedures for All Assets ---------------------------------------------------- Exelco North America, Inc., and affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize their bidding procedures and them to enter into an asset purchase agreement in connection with the sale of substantially all their assets to any Stalking Horse Purchaser or to the Successful Bidder at auction. Contemporaneously with the filing of the Motion, the Debtors have filed their Motion to Shorten asking to have the Motion heard on a shortened notice as it pertains to their request for the entry of the Bidding Procedures Order. Exelco North America is a Delaware corporation. Exelco NV and FTK Worldwide are both Belgium companies. IDT USA is a New York corporation. IDT HK is a Hong Kong company. The Debtors are part of an enterprise that spans the globe and includes 19 entities. They have non-Debtor affiliates in Belgium, Botswana, Hong Kong, Israel, mainland China, Mauritius, Thailand, the United Kingdom and the United States. Among other things, the Non-Debtor Entities are involved in trading on secondary diamond markets, branding and marketing, sales to large retailers and online retailers in the United States, and cutting and polishing. Some of the Non-Debtor Entities, including Thai, Chinese, Botswana, and Hong Kong entities, exist to do business in countries that require locally incorporated entities. As of the Petition Date, the Debtors owed approximately $49 million on account of debt financing, approximately $14 million of which is secured debt owed by them under the KBC Credit Agreement with KBC Group NV's Antwerp Diamond Bank, and approximately $13 million of which is secured debt owed by them under the SCB Credit Facility with Standard Chartered Bank (Hong Kong) Ltd. There is also outstanding debt of approximately $22 million owed by certain Non-Debtor Entities under an additional debt facility with Standard Charter Bank. The Debtors also had approximately $22 million of trade debt as of the Petition Date. Prior to the Petition Date, when the Debtors began experiencing financial difficulties, in addition to a number of other restructuring initiatives, they, in consultation with their professional advisors and in furtherance of the restructuring initiatives being considered, completed a comprehensive review of the performance of all of their diamond trading operations to analyze, among other things, the profitability and viability of each facet of their business. As the Court is aware, the Debtors and KBC have been involved in a dispute regarding KBC's actions following the Petition Date. Almost immediately upon commencing these chapter 11 cases, the Debtors attempted to begin negotiations for an overall consensual deal with their principal creditors. Following the hearing before the Court on Oct. 23, 2017, during which it encouraged the parties to talk to each other to see if they could find common ground, KBC's counsel told the counsel for the Debtors that no negotiation would be possible other than between Belgian counsel, in Belgium, KBC does not recognize the Debtors' counsel and, therefore, KBC will not engage in discussions with them. Based on this, the Debtors no longer believe that they will be able to reach an agreement with their creditors and, as part of the their overall strategy for these chapter 11 cases, they've decided, in their business judgment, to sell all or substantially all of their Assets in order to further maximize recoveries for the benefit all of their estates and stakeholders. Although the Debtors have not obtained any stalking horse bids for the Assets as of the filing of the Motion, the Bidding Procedures reserve their right to enter into a Stalking Horse APA with a Stalking Horse Purchaser, and they will continue to negotiate with interested parties in an effort to secure an acceptable stalking horse bid in advance of the Auction. By the Motion and in connection with the Bidding Procedures, the Debtors are asking approval to enter into an APA with any Stalking Horse Purchaser not later than seven days prior to the Bid Deadline. They ask authorization, but not direction, to accept an offer from any Stalking Horse Purchaser to purchase the Assets and execute any Stalking Horse APA, subject to the Bidding Procedures. In the event the Debtors enter into any Stalking Horse APA, the Debtors will file with the Court, and serve on the Sale Notice Parties. They also ask authorization, but not direction, to provide a Break-Up Fee (shall not exceed 2% of the Stalking Horse Purchase Price) and an Expense Reimbursement (shall not exceed 1% of any Stalking Horse Purchase Price) for the reasonable and documented expenses incurred by any Stalking Horse Purchaser to any Stalking Horse Purchaser on terms that are substantially similar to those routinely approved by bankruptcy courts in the District. The the key terms of the Bidding Procedures are: a. Assumption Notice Deadline: Nov. 17, 2017 at 4:00 p.m. (EST) b. Deadline to Designate Any Stalking Horse Purchaser: Nov. 17, 2017 c. Qualified Bid: The aggregate consideration proposed by the Qualifying Bidder must equal or exceed the sum of the amount of (i) any Stalking Horse Purchase Price, (ii) any Break-Up Fee, (iii) any Expense Reimbursement, and (iv) $500,000. d. Deposit: An amount equal to 20% of the purchase price e. Bid Deadline: Nov. 27, 2017 at 4:00 p.m. (ET) f. Auction: The Auction will be held on Dec. 4, 2017 at a time and location to be determined and announced by a filing on the docket of these chapter 11 cases, or such other date and time as the Debtors may notify Qualifying Bidders who have submitted Qualifying Bids. g. Only a Stalking Horse Purchaser and the other Qualifying Bidders with Qualifying Bids will be entitled to make any subsequent bids at the Auction. h. Bid Increments: At least 2% of the Baseline Bid i. Sale Hearing: Dec. 6, 2017 j. Sale Objection Deadline/Contract Objection Deadline: Nov. 29, 2017 To facilitate the Sale, the Debtors ask authority to assume and assign to any Stalking Purchaser or, absent any Stalking Horse Purchaser or in the event the Stalking Horse Purchaser is not the Successful Bidder, then to the Successful Bidder, the Assumed Contracts in accordance with the Assumption and Assignment Procedures. The Debtors submit that, in the interest of attracting the best offers, it is appropriate to sell their Assets on a final "as is" basis, free and clear of any and all Encumbrances. The Debtors ask the Court to waive the 14-day day stay imposed by Bankruptcy Rule 6004(h) and 6006(d), to the extent applicable. About Exelco Belgium-based Exelco NV was founded by Leon and Lior Kunstler and Jean Paul Tolkowsky in 1993. Tolkowsky is a scion of one of the industry's most famous families, who made their name cutting the biggest and most expensive gems. Exelco's diamond business is a global enterprise and Exelco has operations in numerous foreign countries including the United States, Belgium, Mauritius, Israel, Botswana, Hong Kong, the United Kingdom, and Thailand. Lior Kunstler and Jean Paul Tolkowsky each own 49% of Exelco NV. Exelco North America, Inc., and three affiliates, including Exelco NV, commenced Chapter 11 cases (Bankr. D. Del. Lead Case No. 17-12029) on Sept. 26, 2017. In the Chapter 11 cases, the Debtors tapped Hughes Hubbard & Reed LLP, as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP, as local counsel; and Donlin, Recano & Co., Inc., as claims and noticing agent. Exelco NV estimated $10 million to $50 million in assets and $50 million to $100 million in debt. Exelco North America, Inc., estimated $0 to $50,000 in assets and $1 million to $10 million in debt. FACTORY SALES: ENESA Enjoined from Drawing on Letter of Credit -------------------------------------------------------------- Upon the Plaintiff/Debtor, Factory Sales & Engineering, Inc.'s Emergency Motion for Temporary Restraining Order, Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana grants the preliminary injunction prohibiting Electrica Nueva Energia S.A. ("ENESA") from drawing on the letter of credit. This dispute centers on whether ENESA is entitled to draw on a letter of credit applied for by the Debtor and issued by JP Morgan Chase Bank, N.A., for the benefit of ENESA. The Debtor and ENESA entered into an Agreement for Purchase and Sale of Equipment, that was for the construction of a facility in Santiago, Chile to produce energy by burning eucalyptus bark in a piece of equipment called a Bubbling Fluidized Bed Boiler. For the 20% down payment on the contract in the amount of $1,526,000, the Debtor was required to provide a letter of credit to ENESA. On July 17, 2017 the court entered an order converting the Debtor's case to a Chapter 11 proceeding. On that same date the automatic stay was issued which prohibited any actions against the Debtor or property of the estate. After the order for relief was entered, the Debtor moved to obtain post-petition DIP financing for the express purpose of completing the work on the ENESA contract. The Court approved the DIP financing in an interim order dated July 26, 2017, a second interim order dated August 7, 2017, and a final order dated September 6, 2017. On August 17, 2017, almost one month after the automatic stay took effect, ENESA sent a letter dated August 16, 2017 via email to the Debtor stating that ENESA was terminating the August 10, 2015 contract for cause. Also on August 16, 2017 ENESA presented a request to draw on the letter of credit to Chase. FSE then filed its motion for a temporary injunction seeking to prevent Chase from making payment to ENESA. A major problem with ENESA's attempt to terminate the contract stems from the fact that the order for relief was entered in the Debtor's involuntary proceeding on July 17, 2017, one month before ENESA attempted to terminate the contract -- which brought section 362(a)(3) of the Bankruptcy Code into effect. Section 362(a)(3) stays any act to obtain possession of property of the estate or of property from the estate or to exercise control over property of the estate. The ENESA contract was property of the estate and protected by the automatic stay. Both ENESA and Chase argue strenuously that the automatic stay does not apply to the letter of credit because neither the letter of credit nor its proceeds are "property" of the debtor or the debtor's estate. The debtor's rights under the contract between it and ENESA are undeniably property of the estate and those rights are protected by the automatic stay from unilateral termination after issuance of the automatic stay. Therefore, even if the court puts aside the requirement that there be a written 60 day notice of default, or if such a 60 day notice was given before the automatic stay became effective, ENESA could not unilaterally terminate the contract after the automatic stay came into effect. If the contract could not be terminated, there could not be a proper draw on the letter of credit after the stay, even if the 60 day notice of default had been given before the automatic stay came into the picture (and it was not). Thus, honor of the letter of credit by Chase would facilitate a material fraud by the beneficiary, ENESA, and constitutes an exception to the "no injunction rule" relied upon by Chase and ENESA. The debtor argues that the automatic stay precludes any attempt by ENESA to terminate the contract without first making application to the bankruptcy court for relief from the stay. In its arguments against enjoinment of payment on the letter of credit, ENESA focuses on the delinquent performance of the Debtor and does not address any of the arguments made by FSE that the August 16, 2017 letter did not terminate the contact. The Court holds that ENESA did not terminate the contract before the automatic stay came into effect. Further, the court holds that ENESA's effort to terminate the contract in violation of the stay was ineffective, and the contract has not been terminated. ENESA argues that it bargained for the benefit of being able to call the letter of credit in the event that FSE failed to perform under the contract, and that by enjoining payment of the letter of credit, the court is running afoul of the purpose of and the law governing letters of credit. The Court finds that ENESA committed material fraud in the presentment of the letter of credit. Pursuant to Article XV of the ENESA contract, the third condition in the presentment requirement to draw on the letter requires ENESA to certify that ENESA has terminated for cause the right of the Debtor to continue its performance under the contact such that ENESA is entitled to draw under the letter of credit. Specifically, Article XV of the contract states: "The PURCHASER will be entitled to terminate this Agreement unilaterally at any time, by written notice given to the SUPPLIER at least sixty (60) days prior to the termination date." However, the Court finds that ENESA has neither given written 60 day notice pursuant to Article XV of the contract nor does it contend that it has. Additionally, as the Court has found, ENESA has not actually terminated the contract and could not do so without seeking relief from the automatic stay that became effective July 17, 2017. As such, the Court finds material fraud by ENESA in presenting the letter of credit for payment stating that: "Pursuant to Article XV of the said contract, Electrica Nueva Energia, S.A. has terminated for cause the right of Factory Sales and Engineering, Inc., d/b/a FSE Energy to continue its performance under the contract, such that Electrica Nueva Energia, S.A. is therefore entitled to draw under letter of credit No. CTCS-867822 for refund of the down payment. We hereby demand the amount of USD $1,526,000 under JPMorgan Chase Bank, N.A. letter of credit number CTCS-867822." The Court emphasizes, however, that its decision on the preliminary injunction does not determine whether the Debtor's performance under the contract was unsatisfactory -- that is a matter for the Court to decide at a later time. The Court is enjoining payment on the letter of credit because one of the three conditions that the parties bargained for and agreed upon when the letter of credit was issued was clearly not fulfilled before the call for payment on the letter of credit was made. The case is IN RE: FACTORY SALES & ENGINEERING, INC., Chapter 11, Debtor. FACTORY SALES & ENGINEERING, INC., Plaintiff, v. ELECTRICA NUEVA ENERGIA S.A. AND JPMORGAN CHASE BANK, N.A., Defendants, Case No. 17-11446. Section "B", (Bank. E.D. La.). A full-text copy of the Memorandum Opinion, dated October 12, 2017, is available at http://tinyurl.com/ybe5wwygfrom Leagle.com. Factory Sales and Engineering, Inc. is represented by: Philip Kirkpatrick Jones, Jr., Esq. Liskow & Lewis One Shell Square 701 Poydras Street, Suite 5000 New Orleans, Louisiana 70139 Phone: 504.556.4132 Email: pkjones@liskow.com -- and -- John M. Landis, Esq. Andrew D. Mendez, Esq. Bryant Stanier York, Esq. Stone Pigman Walther Wittmann L.L.C.. 909 Poydras Street, Suite 3150 New Orleans, LA 70112-4042 Telephone: 504.581.3200 Email: jlandis@stonepigman.com amendez@stonepigman.com byork@stonepigman.com Iberdrola Energy Projects Canada Corporation, Petitioning Creditor is represented by: Richard A. Aguilar, Esq. Rudy J. Cerone, Esq. Mark J. Chaney, III, Esq. McGlinchey Stafford, PLLC 601 Poydras Street, Suite 1200 New Orleans, LA 70130 Telephone: (504) 586-1200 Facsimile: (504) 596-2800 Email: raguilar@mcglinchey.com rcerone@mcglinchey.com mchaney@mcglinchey.com Maxim Crane Works, L.P., Petitioning Creditor is represented by: John T. Andrishok, Esq. Breazeale, Sachse & Wilson One American Place 301 Main Street, Suite 2300 Baton Rouge, LA 70801 Telephone: 225.381.8020 Facsimile: 225.387.5397 Email: john.andrishok@bswllp.com Precision Bearing & Machine, Inc., Petitioning Creditor is represented by; Andrew Todd Darwin, Esq. Holcombe Bomar, PA 101 W. St. John St., Suite 200 Spartanburg, South Carolina 29306 Phone: 864.594.5300 Fax: 864.585.3844 Email: tdarwin@holcombebomar.com U.S. Trustee is represented by: Mary S. Langston, Office of the U.S. Trustee 400 Poydras St., Suite 2110 New Orleans, LA 70130 Official Unsecured Creditors' Committee is represented by: Paul Douglas Stewart, Jr., Esq. Stewart Robbins & Brown, LLC. 620 Florida Street, Suite 100 Baton Rouge, LA 70801 Phone: 225-231-9998 Fax: 225-709-9467 Email: dstewart@stewartrobbins.com About Factory Sales and Engineering An involuntary Chapter 7 petition was filed against Factory Sales and Engineering, Inc. (Bankr. E.D. La. Case No. 17-11446) on June 6, 2017. The involuntary petition was served on Debtor on Sunday, June 18. The creditors who signed the petition are Iberdrola Energy Projects Canada Corporation, represented by Richard A. Aguilar, Esq., at Mcglinchey Stafford; Maxim Crane Works, L.P., represented by John T. Andrishok, Esq., at Breazeale, Sachse & Wilson; and Precision Bearing & Machine, Inc., represented by A. Todd Darwin, Esq. On July 10, 2017, the Debtor filed its ex parte motion to convert to Chapter 11, in which it sought to exercise its right, pursuant to Bankruptcy Code section 706(a), to convert this case to a Chapter 11 reorganization. On July 17, 2017, the Court entered an order granting the Debtor's motion to convert the case to a Chapter 11 case, and the Debtor became a debtor-in-possession. The Debtor's ongoing operations are limited to a project in Chile that is in the commissioning stage. Judge Jerry A. Brown presides over the case. The Debtor tapped Stone Pigman Walther Wittman LLC as bankruptcy counsel, and Levesque Law Firm, LLC, as special counsel. FIRSTENERGY CORP: Posts $396 Million Net Income in Third Quarter ---------------------------------------------------------------- FirstEnergy Corp filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $396 million on $3.71 billion of total revenues for the three months ended Sept. 30, 2017, compared to net income of $380 million on $3.91 billion of total revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, FirstEnergy reported net income of $775 million on $10.57 billion of total revenues compared to a net loss of $381 million on $11.18 billion of total revenues for the same period during the prior year. As of Sept. 30, 2017, FirstEnergy had $399 million of cash and cash equivalents compared to $199 million of cash and cash equivalents as of Dec. 31, 2016. As of Sept. 30, 2017 and Dec. 31, 2016, FirstEnergy had approximately $36 million and $61 million, respectively, of restricted cash included in Other current assets on the Consolidated Balance Sheets. FirstEnergy's most significant sources of cash are derived from electric service provided by its utility operating subsidiaries and the sales of energy and related products and services by its unregulated competitive subsidiaries. The most significant use of cash from operating activities is to buy electricity in the wholesale market and pay fuel suppliers, employees, tax authorities, lenders and others for a wide range of material and services. Net cash provided from operating activities was $2,762 million during the first nine months of 2017 compared with $2,592 million provided from operating activities during the first nine months of 2016. A full-text copy of the Form 10-Q is available for free at: https://is.gd/wldNwv About FirstEnergy FirstEnergy Corp. -- http://www.firstenergycorp.com/-- is principally involved in the generation, transmission and distribution of electricity. Its 10 electric distribution companies form one of the nation's largest investor-owned electric systems, serving customers in Ohio, Pennsylvania, New Jersey, West Virginia, Maryland and New York. The Company's transmission subsidiaries operate more than 24,000 miles of transmission lines that connect the Midwest and Mid-Atlantic regions. FirstEnergy Corp. is engaged in a strategic review of its competitive operations and its wholly-owned subsidiary, FirstEnergy Solutions Corp. (FES), is facing challenging market conditions impacting FES' liquidity. PricewaterhouseCoopers LLP, in Cleveland, Ohio, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, stating that FirstEnergy Solutions Corp's current financial position and the challenging market conditions impacting liquidity raise substantial doubt about its ability to continue as a going concern. FirstEnergy Corp. reported a net loss of $6.17 billion for the year ended Dec. 31, 2016, following net income of $578 million for the year ended Dec. 31, 2015. FISHERMAN'S PIER: Taps Moffa & Breuer as Legal Counsel ------------------------------------------------------ Fisherman's Pier, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Moffa & Breuer, PLLC and compensate the firm on an hourly basis for its legal services and assistance with the preparation of reporting requirements. Moffa & Breuer does not hold or represent any interest adverse to the Debtor and its estate, according to court filings. The firm can be reached through: John A. Moffa, Esq. Moffa & Breuer, PLLC 1776 N Pine Island Rd #102 Plantation, FL 33322 Tel: 954-634-4733 Fax: 954-337-0637 Email: john@moffa.law About Fisherman's Pier Inc. Fisherman's Pier Inc., which owns a fishing pier in Ft. Lauderdale, Florida, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-22819) on October 23, 2017. Martha Marchelos, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Raymond B. Ray presides over the case. FRESH ICE CREAM: Class 4 Interests Won't Receive Any Distribution ----------------------------------------------------------------- The Fresh Ice Cream Company, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of New York a first amended Chapter 11 plan of liquidation dated Oct. 16, 2017. Class 4 Interests will not receive any distribution on account of their Interests under the Plan. Class 4 Interests are impaired and deemed to reject the Plan. A copy of the First Amended Plan is available at: http://bankrupt.com/misc/nyeb17-40716-71.pdf In the previous plan, Class 4 claimants were to receive the balance of the plan distribution fund, if any, after the payment of all allowed claims and post-confirmation date reserve. Class 4 under the previous plan were unimpaired. As reported by the Troubled Company Reporter on Sept. 22, 2017, the Debtor filed a Chapter 11 plan of liquidation that proposed to pay creditors from the proceeds generated from the sale of most of its assets. Under the proposed plan, creditors holding Class 3 general unsecured claims would receive a minimum 4.15% pro rata distribution or $331,105.35. The total amount of general unsecured claims is estimated at $8 million. About The Fresh Ice Cream The Fresh Ice Cream Company LLC owns and operates a frozen dairy and non-dairy product distribution company under the well-known ice cream brand name Steve's Ice Cream. Fresh Ice Cream distributes high quality frozen dairy and non-dairy products to over 12 national retailers including Whole Foods throughout the Northeast and West Coast. Fresh Ice Cream sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40716) on Feb. 17, 2017. David Stein, managing member, signed the petition. At the time of the filing, the Debtor disclosed $1.32 million in assets and $6.31 million in liabilities. The case is assigned to Judge Elizabeth S. Stong. Jonathan S. Pasternak, Esq., and Erica R. Aisner, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, serve as the Debtor's bankruptcy counsel. On March 8, 2017, the U.S. trustee for Region 2 appointed an official committee of unsecured creditors. The committee retained Westerman Ball Ederer Miller Zucker & Sharfstein, LLP, as counsel. GAMING & LEISURE: S&P Raises Corp. Credit Rating to BB+ -------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Wyomissing, Pa.-based Gaming & Leisure Properties Inc. (GLPI) to 'BB+' from 'BB'. The outlook is stable. S&P said, "At the same time, we raised our issue-level ratings on GLPI's unsecured debt to 'BBB-' from 'BB+'. The recovery rating remains '2', reflecting our expectation for substantial recovery (70% to 90%; rounded estimate: 85%) for lenders in the event of a payment default." The upgrade reflects a reassessment of GLPI's financial policy commitment, and our increased confidence that the company will sustain adjusted leverage under 5.5x over the long term, even factoring in acquisitions. S&P said, "We expect GLPI to maintain the approximately 0.5x of cushion with respect to this threshold that it has built in through equity issuance, debt repayment, and EBITDA growth, to provide flexibility to pursue future acquisitions. (We are forecasting 2018 adjusted leverage to be around 5x.) GLPI has publicly committed to 5x as a run-rate level of adjusted leverage, and communicated its intention to fund future acquisitions at a leverage multiple of 5.5x. We believe the 0.5x cushion provides GLPI with some flexibility with respect to financing future acquisitions, so that even in a scenario where the company funds an acquisition at a level of leverage modestly higher than 5.5x, in the event equity markets are volatile at the time of the acquisition, GLPI's total adjusted leverage would remain under our 5.5x leverage threshold on a sustained basis. Further, by initiating an at-the-market (ATM) equity offering program, we believe management has taken steps to help mitigate the effect of negative movements in the company's stock price to help fund acquisition spending. An ATM program facilitates the timing of and reduces the cost of issuing equity to finance transactions." S&P said, "The stable rating outlook reflects our expectation that GLPI's relatively stable and predictable cash flow base will support leverage of around 5x through 2018, assuming no acquisitions. "Furthermore, we expect adjusted leverage to remain below 5.5x over the long run, even incorporating a scenario where GLPI finances an acquisition at a leverage level modestly higher than its financial policy of financing acquisitions at a 5.5x leverage multiple. "We could consider lower ratings if we expected adjusted leverage would stay above the 5.5x area over the long run. We would also consider lower ratings if the credit quality of either of GLPI's largest tenants were to deteriorate to the extent rent coverage fell below 1.5x. "We believe a ratings upgrade is unlikely over the next few years given GLPI's high tenant concentration, and the company's financial policy to maintain leverage around 5x over the long run. Nevertheless, we could consider higher ratings if GLPI meaningfully increased its tenant diversity." GENERAL WIRELESS: Class Action Plaintiffs Object to Chapter 11 Plan ------------------------------------------------------------------- Ryan Boysen and Vince Sullivan, writing for Law360, report that a group of former employees suing defunct RadioShack over botched mass layoffs urged a Delaware bankruptcy court on Oct. 16 to shoot down the electronic retailer's proposed Chapter 11 plan, saying it provides no information on how RadioShack will pay for the proposed class action if the laid-off workers prevail. According to the report, RadioShack's proposed Chapter 11 plan seeks to reorganize the bankrupt electronics retailer's debt structure and to shift its operational focus to its e-commerce assets, but lead plaintiffs Calvin Hoskison and Eric Vanderlip say it barely addresses their proposed class action, which alleges RadioShack violated wage theft laws and the Worker Adjustment and Retraining Notification Act when the retailer hastily laid off thousands of employees during its most recent bankruptcy. "The disclosure statement fails to disclose any contingency for the putative WARN class prevailing with respect to its class claim and/or class complaint," the report said, citing the former employees as saying in their objection to RadioShack's Chapter 11 plan. "Such an eventuality would have a direct bearing upon debtor's plan and its feasibility, and should be addressed in the disclosure statement." Messrs. Hoskison and Vanderlip filed their proposed class action in early September, alleging RadioShack violated the WARN act by terminating workers on short notice, the report related. The WARN act requires certain large employers to give workers 60 days notice in the event of large layoffs, and the complaint alleges RadioShack's CEO, chairman and others never provided that notice, the report further related. The complaint also says the layoffs ran afoul of California laws against wage theft, which can constitute a criminal offense, the report said. The proposed class is represented by Julia B. Klein of Klein LLC, Douglas N. Silverstein and Mia Munro of Kesluk Silverstein & Jacob PC and Daniel I. Barness of Barness & Barness LLP. General Wireless is represented by David M. Fournier -- fournierd@pepperlaw.com -- and Michael J. Custer -- custerm@pepperlaw.com -- of Pepper Hamilton LLP and Scott J. Greenberg -- sgreenberg@jonesday.com -- and Mark A. Cody -- macody@jonesday.com -- of Jones Day. The objecting creditors are represented by Jeffrey R. Waxman -- jwaxman@morrisjames.com -- and Eric J. Monzo -- emonzo@morrisjames.com -- of Morris James LLP and Joseph R. Sgroi -- jsgroi@honigman.com -- and Glenn S. Walter -- gwalter@honigman.com -- of Honigman Miller Schwartz & Cohn LLP. The case is In re: General Wireless Operations Inc. et al., case number 1:17-bk-10506, in the U.S. Bankruptcy Court for the District of Delaware. The adversary proceeding is Hoskison et al. v. General Wireless Operations Inc. et al., Case No. 1:17-ap-51043, in the U.S. Bankruptcy Court for the District of Delaware. About General Wireless Based in Fort Worth, Texas, General Wireless Operations Inc., doing business as RadioShack -- http://www.RadioShack.com/-- operates a chain of electronics stores. Its predecessor, RadioShack Corp., then with 4,000 locations, sought Chapter 11 protection (Bankr. D. Del. Case No. 15-10197) in February 2015 and announced plans to close underperforming stores. In March 2015, General Wireless, a Standard General affiliate, won court approval to purchase RadioShack Corp.'s assets, gaining ownership of around 1,700 RadioShack locations. Two years later, General Wireless commenced its own bankruptcy case, announcing plans to close 200 of 1,300 remaining stores. General Wireless Operations Inc., and its affiliates based in Fort Worth, Texas, filed a Chapter 11 petition (Bankr. D. Del. Lead Case No. 17-10506) on March 8, 2017. In its petition, General Wireless estimated $100 million to $500 million in both assets and liabilities. Bradford Tobin, SVP and general counsel, signed the petitions. The Debtors tapped Pepper Hamilton LLP as legal counsel; Loughlin Management Partners & Company, Inc., as financial advisor; and Prime Clerk, LLC, as claims and noticing agent. On March 17, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee selected Kelley Drye & Warren LLP as its lead counsel; Klehr Harrison Harvey Branzburg LLP as local counsel; Bartlit Beck Herman Palenchar & Scott LLP, as special counsel; and Berkeley Research Group LLC as financial advisor. GEORGINA LLC: Stipulation to Resume Plan Confirmation Hearing OK'd ------------------------------------------------------------------ In the bankruptcy case captioned GEORGINA, LLC, Chapter 11 Debtor, Case No. 1:16-bk-10140-MB (Bankr. C.D. Cal.), Bankruptcy Judge Martin R. Barash entered an order approving the stipulation to continue pre-plan confirmation conference and plan confirmation hearing; and extend related deadlines. The deadline for Georgina to respond to the document production request in the "Secured Creditor Hersel Kohan's Notice of Deposition of Debtor's Principal, Ben Sayani And For Production Of Documents" will be extended from Sept. 1, 2017, to Nov. 17, 2017. The deadline for Hersel Kohan to respond to the document production request in the "Notice of Taking Deposition of Hersel Kohan and For Production Of Documents" will be extended from Sept. 5, 2017, to Nov. 20, 2017. The Pre-Plan Confirmation Conference and the Plan Confirmation hearing will be continued from Oct. 17, 2017, to Jan. 16, 2018, at 1:30 p.m., in Courtroom 303 of the United States Bankruptcy Court for the Central District of California [San Fernando Valley Division], located at 21041 Burbank Boulevard, Woodland Hills, California 91367. A copy of Judge Barash's Order dated Oct. 17, 2017, is available at https://is.gd/qZRAd3 from Leagle.com. Georgina, LLC, Debtor, represented by Raymond H. Aver -- ray@averlaw.com -- Law Offices of Raymond H. Aver A Professional Corporation. United States Trustee, U.S. Trustee, represented by S. Margaux Ross -- margaux.ross@usdoj.gov. About Georgina LLC Georgina, LLC, based in Tarzana, CA 91356, based in Tarzana, CA, 91356, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-10140) on Jan. 18, 2016. The Hon. Martin R. Barash presided over the case. Raymond H Aver, Esq., at Law Offices of Raymond H. Aver PC served as bankruptcy counsel. In its petition, the Debtor estimated $2 million in assets and $908,697 in liabilities. The petition was signed by Ben Sayani, manager. The Debtor listed Imad Aboujawdah Civic Design and Drafting, Inc., as its largest unsecured creditor holding a claim of $25,600. GULFMARK OFFSHORE: SVP - General Counsel and Secretary Resigns -------------------------------------------------------------- GulfMark Offshore, Inc. reported in a Form 8-K filed with the Securities and Exchange Commission the departure of its Senior Vice President - General Counsel and Secretary, Cindy M. Muller, effective as of Oct. 20, 2017. 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, Inc., filed for bankruptcy protection (Bankr. D. Del., Case No. 17-11125) on May 17, 2017. Quintin V. Kneen, president and chief executive officer, signed the petition. The Company reported total assets of $1.07 billion and total debt of $737.1 million as of March 31, 2017. 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. HEALTHIER CHOICES: Incurs $2.82 Million Net Loss in Third Quarter ----------------------------------------------------------------- Healthier Choices Management Corp. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $2.82 million on $2.85 million of net total sales for the three months ended Sept. 30, 2017, compared to a net loss of $2.41 million on $3.04 million of net total sales for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported a net loss of $7.30 million on $9.74 million of net total sales compared to a net loss of $19.78 million on $7.39 million of net total sales for the nine months ended Sept. 30, 2016. As of Sept. 30, 2017, $12.17 million in total assets, $11.36 million in total liabilities and $809,230 in total stockholders' equity. The Company's net cash used in operating activities of $2,504,549 for the nine months ended Sept. 30, 2017, resulted from its net loss of $7,300,896, a net cash usage of $672,608 from changes in operating assets and liabilities offset by non-cash adjustments of $5,468,955. The Company's net cash used in discontinued operations of $221,424 for the nine months ended Sept. 30, 2017, resulted from its net income from discontinued operations of $281,483 and a net cash usage of $502,907 from changes in assets and liabilities from discontinued operations. The Company's net cash used in operating activities of $6,950,614 for the nine months ended Sept. 30, 2016, resulted from its net loss of $19,788,976 and by net cash provided of $941,592 from changes in operating assets and liabilities and by non-cash adjustments of $13,779,954. The Company's net cash used in discontinued operations of $2,996,504 for the nine months ended Sept. 30, 2016 resulted from its net loss from discontinued operations of $777,119, offset by a net cash usage of $2,219,385 from changes in assets and liabilities from discontinued operations. The net cash used in investing activities of $164,168 for the nine months ended Sept. 30, 2017, resulted from the purchases of a patent and property and equipment. The net cash used in investing activities of $3,200,610 for the nine months ended Sept. 30, 2016 is primarily due to purchases of property and equipment and the Grocery Acquisition. The net cash used in financing activities of $2,466,241 for the nine months ended Sept. 30, 2017, is due to repurchases of Series A warrants totaling $2,427,267, payment of $53,054 of capital lease obligation and payment of $897 in loan payments, offset by proceeds from a loan payable of $13,977 and exercise of stock options of $1,000. The net cash used in financing activities of $3,328,877 for the nine months ended Sept. 30, 2016, is due to repurchases of Series A warrants totaling $3,278,827 and payment of capital lease obligation of $50,050. At Sept. 30, 2017, and Dec. 31, 2016, the Company did not have any material financial guarantees or other contractual commitments with vendors that are reasonably likely to have an adverse effect on liquidity. "Our cash balances are kept liquid to support our growing acquisition and infrastructure needs for operational expansion. The majority of our cash and cash equivalents are concentrated in three financial institutions and are generally in excess of the FDIC insurance limit. The Company has not experienced any losses on its cash and cash equivalents. The following table presents the Company's cash position as of September 30, 2017 and December 31, 2016," the Company stated in the Report. "We had a large number of warrants outstanding with features that made the warrants more debt-like than equity and could possibly result in cash outflows. Additionally, for the nine months ended September 30, 2017, we reported a net loss of $7,300,896 and had a working capital deficit of $1,991,339. These factors raised substantial doubt about our ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://is.gd/Ib962U About Healthier Choices Management Healthier Choices Management Corp., f/k/a Vapor Corp. -- http://www.vapor-corp.com/-- is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. One segment of our business is a U.S.-based retailer of vaporizers and e-liquids. The other segment is our natural and organic grocery operations in Ft. Myers, Florida. Healthier Choices Management Corp. sells direct to consumer via company-owned brick-and-mortar retail locations operating under "The Vape Store", "Ada's Natural and Organic" and the "Greenleaf Grill" brands. See Healthier Choices Management Corp. (www.healthiercmc.com). The Company's investor presentation at this year's LD Micro Invitational can found at http://www.healthiercmc.com. Healthier Choices reported net income of $10.68 million for the year ended Dec. 31, 2016, compared to a net income of $1.80 million for the year ended Dec. 31, 2015. HEARTHSIDE GROUP: Moody's Retains Ratings Amid Acquisition Deal --------------------------------------------------------------- Moody's Investors Service commented that Hearthside Group Holdings, LLC's (B2 stable) October 27 announcement that it will acquire functional bar manufacturer Standard Function Foods Group is credit positive, but ratings are unaffected. Hearthside Group Holdings LLC is a contract manufacturer and packager of packaged food products in North America and to a lesser extent Europe. It supplies companies such as General Mills, Kellogg's, Kraft Heinz, PepsiCo, and Mondelez. The company is owned by affiliates of The Goldman Sachs Group, Inc. and Vestar Capital Partners. Pro forma revenue is approximately $1.4 billion. I.O. METRO: Hires Jones Lang LaSalle as Real Estate Consultant -------------------------------------------------------------- I.O. Metro, LLC d/b/a Erdos at Home seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Jones Lang LaSalle Brokerage, Inc., as real estate consultant, nunc pro tunc to August 15, 2017. Throughout 2016 and 2017, the Debtor's operating losses have been funded by loans from its equity sponsors. In March 2017, the Debtor retained professionals to analyze the Debtor's business and suggest a plan to allow the Debtor to maintain profitability. Unfortunately, given the nature of the Debtor's business and operational inefficiencies occasioned by operating a relatively small number of stores in 7 states, it was determined that the Debtor's business could not be saved as a going concern and that a controlled liquidation of the Debtor's assets was the best way to maximize the value of the Debtor's assets for all parties in interest. On May 12, 2017, the Court approved the Debtor's request to assume a consulting agreement pursuant to which the Debtor sold substantially all of its assets and began winding down its operations. As part of winding down its operations, the Debtor reviewed all of its leases to determine if any had value to the Debtor's estate. Based on its consideration of the leases, the Debtor determined that its lease at 4531 McKinney Ave Dallas, Texas, has value to the estate. After deciding that the Lease has value, the Debtor solicited multiple brokers for their willing to assist the Debtor in capitalizing on the value in the Lease. The Debtor requires Jones Lang LaSalle to: a. market on the Debtor's behalf to obtain lease assignees, a lease purchase or a lease buyout by the Debtor's landlord, b. discuss with Debtor's representatives the Debtor's needs and parameters for lease purchase or buyout; c. establish internal processes, management reports, and approval protocol for negotiation activities; and d. negotiate on the Debtor's behalf to obtain compensation for the assignment, lease purchase or buyout and any other beneficial lease transactions benefitting the Debtor and making recommendations Debtor as to accepting, rejecting or modifying offers. The Debtor will compensate Jones Lang LaSalle in accordance with the terms of the Consulting Agreement, which provides the following compensation structure: On account of an assumption and assignment of the Lease or a buyout of the Lease by the Debtor's Landlord, Jones Lang LaSalle shall be paid a fee equal to 8.0% of the gross sum paid to the Debtor for the right to assume the Lease or the gross sum paid to the Debtor to buyout the Lease. Michael Meaden, vice president in the Retail Brokerage Group of Jones Lang LaSalle Brokerage, 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 Debtor and its estates. Jones Lang LaSalle may be reached at: Michael Meaden Jones Lang LaSalle Brokerage, Inc. 8343 Douglas Avenue Dallas, TX 75225 Tel: (214) 438-6357 E-mail: michael.meaden@am.jll.com About I.O. Metro I.O. Metro LLC, doing business as Erdos at Home, is a privately-held retailer of consumer furniture with its headquarters in Dallas, Texas. It operates 13 retail outlets in seven states and has one distribution center in Arkansas. I.O. Metro sought bankruptcy protection (Bankr. N.D. Tex. Case No. 17-31607) on April 21, 2017. Gregg Stewart, the CRO, signed the petition. The Debtor estimated total assets of $1 million to $10 million and total liabilities of $10 million to $50 million. The Hon. Stacey G. Jernigan oversees the case. The Debtor hired Shapiro Bieging Barber Otteson LLP and Saul Ewing LLP as its counsel. IDDINGS TRUCKING: Selling Three Trailers for $108K -------------------------------------------------- Iddings Trucking, Inc., asks the U.S. Bankruptcy Court for the Southern District of Ohio to authorize the sale of (i) 2006 Polar trailer, 172P, SN 1PMB1422262029455, to D&M Allied for $18,000; (ii) 2015 LBT trailer, 205P, SN 4J8B04227FT005905, to JST, Inc. for $45,000; (iii) 2015 LBT trailer, 206P, SN 4J8B04220FT005907, to JST, Inc. for $45,000. The trailers will be sold for cash. Siemens Financial Services holds first liens against Units 205P and 206P and Highway Commercial Services holds first lien against Unit 172P. Where no current lien is listed on the title, the proceeds will be paid to the IRS on the basis of its federal tax lien. The Debtor proposes to sell the trailers free and clear of all liens, claims, and encumbrances. A copy of the D&M Allied's LOI attached to the Motion is available for free at: http://bankrupt.com/misc/Iddings_Trucking_212_Sales.pdf The sales prices were determined to be fair based on a November 2016 appraisal of the trailers. All proceeds of sale will be disbursed to the Secured Creditors. Any objection to the proposed sale of property must be in writing, filed with the Court and served on the Debtor's counsel not later than 10 days from the date of service of the Notice. In the absence of any objection, the trailers may be sold without further notice. The Purchasers: Douglas Chapman JST, INC. PO Box 646 Gilbert, WV 25621 Telephone: (304) 664-8841 Cellular: (304) 784-0026 D&M ALLIED 3910 South I35, #310 Austin, TX 78704 Telephone: (512) 888-9532 Facsimile: (512) 253-7195 Counsel for Siemens Financial: Melissa S. Giberson, Esq. VORYS, SATERM SEYMOUR & PEASE LLP 52 East Gay Street, PO Box 1008 Columbus, OH 43216-1008 Counsel for Highway Commercial: Stuart A. Strasfeld, Esq. ROTH, BLAIR, ROBERTS, STRASFELD & LODGE, L.P.A. 100 East Federal Street, Suite 600 Youngstown, OH 44503 About Iddings Trucking Iddings Trucking, Inc., provides commercial trucking services. Iddings has been in business for more than 50 years; it was founded in 1966. Iddings Trucking filed a Chapter 11 petition (Bankr. S.D. Ohio Case No. 16-58202) on Dec. 30, 2016. The petition was signed by George C. Loeber, president. The Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Kathryn C. Preston. The Debtor is represented by John W. Kennedy, Esq. and Myron N. Terlecky, Esq., at Strip Hoppers Leithart McGrath & Terlecky Co., LPA. The Debtor employed Mulligan, Topy & Co. as accountant. No trustee, examiner or statutory committee has been appointed in the Debtor's case. IHEARTCOMMUNICATIONS INC: Discussions with Lenders Ongoing ---------------------------------------------------------- iHeartCommunications, Inc., commenced exchange offers on March 15, 2017, to exchange certain series of its outstanding series of debt securities for new securities of the Company, iHeartMedia, Inc. and CC Outdoor Holdings, Inc. and concurrent consent solicitations with respect to the Existing Notes. In addition, on March 15, 2017, the Company also commenced offers to amend its outstanding Term Loan D and Term Loan E borrowings under its senior secured credit facility. As previously disclosed, the Company has engaged in discussions with certain lenders under its Term Loan D and Term Loan E facilities and certain priority guarantee noteholders and counsel to certain of those Lenders in connection with the Term Loan Offers. The Company and the Lenders entered into non-disclosure agreements in furtherance of these discussions. The Company is making the disclosures herein in accordance with the terms of the NDAs. The discussions subject to the NDAs involved continued negotiations with respect to a potential global restructuring of the indebtedness of the Company. These discussions resulted in the exchange of term sheets between the Lenders and the Company over the course of those discussions. The Lenders' initial proposal was for an out-of-court exchange offer with a stapled pre-packaged Chapter 11 plan of reorganization, potentially through a plan or restructuring support agreement, with the following proposed distributions: (i) for holders of Term Loans D and E and priority guarantee notes of the Company, approximately $6 billion of new 5 and 7-year secured term loans or notes at recapitalized iHeart, an unspecified percentage of equity in recapitalized iHeart and potentially an unspecified percentage of equity in Outdoor; (ii) for holders of legacy notes, an unspecified percentage of pro rata distributions of new debt and equity issued to holders of Term Loans D and E and priority guarantee notes (assuming benefit only from principal property collateral and not from non-principal property collateral); (iii) for holders of 10% senior notes due 2018 and 14% notes due 2021, an unspecified percentage of equity/warrants in recapitalized iHeart and/or potentially in Outdoor; (iv) for existing iHeartMedia, Inc. equity holders, an unspecified percentage of equity/warrants in recapitalized iHeart and/or potentially in Outdoor; and (v) for management, a management incentive plan consistent with market practice. The distributions for holders of legacy notes, holders of 10% senior notes due 2018 and 14% notes due 2021, iHeartMedia, Inc. equity holders and management would not exceed $300 million in the aggregate value based upon valuation to be agreed. The Lenders' proposal also included full and mutual release from all parties to the extent allowed by law. On Oct. 24, 2017, the Company provided the Lenders with a counter proposal. The Company's counter proposal was for an out-of-court exchange offer with minimum participation thresholds, with the following terms: (i) the Company's receivables based credit facility would remain outstanding and/or be refinanced at closing; (ii) holders of Term Loans D and E and priority guarantee notes of the Company would receive approximately $7 billion of new first lien debt at recapitalized iHeart with a 5 to 7- year maturity and secured by substantially all assets of recapitalized iHeart, 50% of equity in recapitalized iHeart and 70% of iHeart's ownership in Outdoor (assumes public stub in Outdoor remains outstanding); (iii) holders of legacy notes would not participate in the exchange offer and the legacy notes would remain outstanding; (iv) holders of 10% notes due 2018, 14% notes due 2021 and existing iHeartMedia equity holders would receive 50% of equity in recapitalized iHeart, 30% of iHeart's ownership in Outdoor (assumes public stub in Outdoor remains outstanding) and approximately $300 million of new senior unsecured debt of recapitalized iHeart with a 7 to 9-year maturity (with such new senior unsecured debt only issued to participating debt holders); and (v) management would be entitled to a management incentive plan to be negotiated. The Company's proposal also included full and mutual releases. Other than the aforementioned term sheets, no additional material Confidential Information (as defined in the NDAs) has been provided by the Company to the Lenders. The Company said no agreement has been reached with respect to the discussions and discussions remain ongoing. "There can be no assurance that any agreement will be reached. Any such agreement will require the consent of additional debt holders who are not party to the negotiations, and who hold substantial percentages of the Company's debt," according to a Form 8-K report filed with the Securities and Exchange Commission. About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK: IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the Company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 34 countries across five continents, connecting people to brands using innovative new technology. iHeartCommunications reported a net loss attributable to the Company of $296.31 million on $6.27 billion of revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $754.62 million on $6.24 billion of revenue for the year ended Dec. 31, 2015. As of June 30, 2017, iHeartCommunications had $12.30 billion in total assets, $23.74 billion in total liabilities and a total stockholders' deficit of $11.44 million. * * * In March 2017, Fitch Ratings downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'. The downgrade reflects iHeart's announcement on March 15, 2017, that the company has commenced a global restructuring effort targeting approximately $14.6 billion in debt including all of the outstanding Term Loans and PGNs as well as the senior notes due 2021. Also in March 2017, S&P Global Ratings lowered its corporate credit rating on Texas-based media company iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The rating outlook is negative. The downgrade follows iHeartCommunications' announcement that it has offered to exchange five series of priority-guarantee notes, its senior notes due 2021, and its term loan D and E for longer-dated debt; and, in certain scenarios, stock and warrants, or contingent value rights. "Under all but one scenario, there would be a reduction in the principal amount of debt outstanding and an extension of the debt maturity by two years for exchanged debt," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "The company's debt is trading at significant discounts to par of 20%-60%, and we believe its capital structure is unsustainable." In December 2016, Moody's Investors Service affirmed iHeartCommunications, Inc.'s 'Caa2' Corporate Family Rating. IRENE'S BAKERY: Unsecureds to Get 100% Paid Quarterly Over 3 Yrs. ----------------------------------------------------------------- Irene's Bakery & General Kitchen, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a second amended disclosure statement dated Oct. 4, 2017, referring to the Debtor's second amended plan of reorganization. Class 5 General unsecured claims are not secured by property of the estate and are not entitled to priority under Section 507(a) of the U.S. Bankruptcy Code will be paid in full in quarterly payments over 36 months commencing March 31, 2018. Payments and distributions under the Second Amended Plan will be funded by the revenues generated from the ongoing operations of the Debtor's business. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/paeb16-17425-72.pdf Irene's Bakery & Gourmet Kitchen, Inc., is a wholesaler of baked goods. It started operations in 1989. The current owner, Daniel Zelekovich (who is the sole officer, shareholder and insider as defined in Section 101(31) of the Bankruptcy Code and has, and will continue, to manage the operations of the reorganized Debtor), acquired the business in 2003. The Debtor filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 16-17425) on October 21, 2016, and is represented by Jon M. Adelstein, Esq., at Adelstein & Kaliner, LLC. JARRETT HOUSE: Taps Pitts Hay as Legal Counsel ---------------------------------------------- The Jarrett House, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Pitts, Hay & Hugenschmidt, P.A. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Edward Hay, Jr., Esq., the attorney who will be handling the case, disclosed in a court filing that he has no connection with the Debtor. The firm can be reached through: Edward C. Hay, Jr., Esq. Pitts, Hay & Hugenschmidt, P.A. 14 Clayton Street Asheville, NC 28801 Tel: 828-255-8085 Fax: 828-251-2760 Email: ehay@phhlawfirm.com Email: firm@phhlawfirm.com About The Jarrett House Inc. The Jarrett House, Inc. is a privately-held company engaged in the real estate business. It is the fee simple owner of a hotel and rental house located at 518 Haywood Road, Sylva, North Carolina, valued at $1.89 million. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 17-20099) on October 23, 2017. Constantine Roumel, president, signed the petition. At the time of the filing, the Debtor disclosed $2.79 million in assets and $2.45 million in liabilities. Judge George R. Hodges presides over the case. JOEL LAZARO: DOJ Watchdog Directed to Appoint Ch. 11 Trustee ------------------------------------------------------------ Judge Deborah J. Saltzman of the U.S. Bankruptcy Court for the Central District of California issued an order granting the U.S. Trustee's motion for the appointment of a chapter 11 trustee in the bankruptcy case of Joel V. Lazaro and Rosemarie B. Lazaro. The Court, thus, directs the U.S. Trustee to appoint a chapter 11 trustee in this case. As previously reported by the Troubled Company Reporter, the U.S. Trustee asserted that whatever option the Court elects, it is clear that it is necessary to appoint an authorized fiduciary to manage the estate for the benefit of Debtors' creditors, or in the alternative, prevent further abuse of the bankruptcy system by putting a halt to the Debtors' repeated re-entry behind the shield of a Chapter 11 stay, with no apparent ability to propose a viable reorganization plan for the sole purpose of frustrating their secured creditors' state law rights and remedies. The Chapter 11 bankruptcy case is In re Joel Lazaro and Rosemarie Lazaro (Bankr. C.D. Cal. Case No. 17-20226) filed on August 20, 2017. The Debtors are represented by Javier H Castillo, Esq. at Castillo Law Firm. JOHN BATISTA: Sale of Punta Gorda Condo Unit 507 for $570K Abated ----------------------------------------------------------------- Judge K. Rodney May of the U.S. Bankruptcy Court for the Western District of Pennsylvania abated the consideration of John Batista's motion to sell a condominium Unit 507, Grand Isle Towers III + IV Desc in or 4673 PG 4145 PH II, Lee County, Florida, and commonly referred to as 3333 Sunset Key Cir 507, Punta Gorda, Florida, as well as personal property, to Mark G. Twombly and Cheryl A. Twombly for $570,000, until the deficiency is corrected. After a review of the motion, the Court determines that the motion is deficient because the prescribed filing fee of $181, as required by the Court Schedule issued in accordance with 28 U.S.C Section 1930, was not paid. No additional filing fee will be assessed for the filing of any amended motion filed for the purposes of correcting the noted deficiency. Hernando Beach, Florida-based John Basista sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 17-05045) on June 9, 2017. The Debtor tapped McIntyre Thanasides Bringgold Elliott Grimaldi & Guito, P.A., as counsel; and Michael Saunders & Co. as real estate agent. Counsel for the Debtor can be reached at: MCINTYRE THANASIDES BRINGGOLD ELLIOTT GRIMALDI & GUITO, P.A. 500 E. Kennedy Blvd., Suite 200 Tampa, FL 33602 Telephone: (813) 223-0000 Facsimile: (813) 899-6069 JOHN FUCHS: Sale of Pacific Palisades Property for $3.4M Approved ----------------------------------------------------------------- Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California authorized John Fuchs' sale of residential real property commonly known as 17726 Calle de Palermo, Pacific Palisades, California and personal property items located therein, to Joanna Darvish and Elan Darvish for $3,395,000. A hearing on the Motion was held on Oct. 24, 2017 at 11:00 a.m. The sale is free and clear of all liens, claims, and interests, with all such liens, claims, and interests will attach to the Remaining Sale Proceeds. The Debtor is authorized to pay the following from escrow: (i) the customary and ordinary closing costs, including escrow and title costs, not to exceed $10,000; and (ii) a brokerage commission to Christina Arechaederra and Keith Craven of Keller Williams Pacific Palisades, in the amount to $169,750 pursuant to the Residential Listing Agreement dated June 12, 2017. The Debtor will cause all sales proceeds remaining after payment of the amounts specified to be deposited into the Court's registry directly from escrow. The deposit will be made by check or money order, made payable to "U.S. Bankruptcy Court," personally delivered, together with a copy of the Order, to the Clerk of the Bankruptcy Court or Chief Deputy Clerk, as soon as practicable after funds are available. The Clerk is directed to deposit the funds into an interest bearing account with an authorized depository as specified in General Order 13-01 (as it may be amended from time to time), subject to deduction of an investment fee from the income earned as provided in that general order and Local Bankruptcy Rule 7067-1(e), and to retain such funds on deposit until further order of the Court. Based on the record presented, the Court does not find or conclude that the funds at issue must be treated as "disputed ownership funds" as that term is defined by the Internal Revenue Service. Accordingly, pursuant to General Order 13-01 (as it may be amended from time to time) and LBR 7067-1(e), the Administrative Office of the United States Courts is authorized and directed to administer the funds, and charge fees, under the Court Registry Investment System. The Remaining Sales Proceeds will remain in the Court's registry pending further order of the Court. In the event that closing costs or brokerage commissions exceed the amounts authorized to be paid directly from escrow, the Debtor may file a motion for disbursement of the additional amounts. The Debtor's application to pay to himself funds from escrow for the purpose of paying his relocation and living expenses is denied, without prejudice to his ability to file a motion seeking disbursement of funds from the Court's registry. Notwithstanding Federal Rule of Bankruptcy Procedure 6004(h), the Order will be effective and enforceable immediately upon entry. John Fuchs sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-17199) on June 13, 2017. The Debtor is represented by John R. Fuchs, Esq., at Fuchs Law Group, APC. KENDALL LAKE: CMG Not Entitled to Attorney's Fees, Court Rules -------------------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida sustained Kendall Lake Towers Condominium Association, Inc.'s objection to CMG Fund, LLC's claim seeking attorney's fees. CMG filed an Amended Proof of Claim in this case. The Claim arises from litigation by CMG against the Debtor relating to certain units owned by CMG and certain other units CMG was attempting to purchase The Debtor filed an objection to CMG's Claim and, in administering this contested matter, the Claim has been divided into subparts. Claim 10(a) relates to Units 21-407 and 31-402, Claim 10(b) relates to an attempted purchase of Unit 107, and Claim 10(c) relates to Units 21-210, 31-110, 31-315, 1-105, 31-308, and 21-404. CMG's Claim seeks attorney's fees based on attorney's fees provisions in the Declaration of Condominium and in Florida Statutes, Ch. 718. After a thorough analysis of the arguments presented, the Court concludes that CMG is not entitled to attorney's fees if it prevails in the objection to Claim 10(b) and in the objection to that portion of Claim 10(c) arising from its purchase or attempted purchase of Non-Owned Units. Simply stated, the right of a unit owner to recover fees in litigation with the Association is limited to litigation relating to its rights as an existing owner. The Court, thus, orders that the Debtor's objection to the attorney's fees sought in Claim 10(b) is sustained. The Debtor's objection to the attorney's fees sought in Claim 10(c) is sustained with respect to any alleged wrongdoing by the Debtor in connection with CMG's delayed or failed purchase of Non-Owned Units. CMG may pursue attorney's fees for its 10(c) claims with respect to allegations of wrongdoing by the Debtor after CMG closed on the purchase of any Non-Owned Unit. A full-text copy of Judge Mark's Memorandum Opinion and Order dated Oct. 23, 2017, is available at: http://bankrupt.com/misc/flsb16-12114-361.pdf About Kendall Lake Towers Kendall Lake Towers Condominium Association, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla., Case No. 16-12114) on Feb. 16, 2016. The Petition was signed by Frank Landrian, Manager. The Debtor is represented by Joel M. Aresty, Esq., at Joel M. Aresty, PA. At the time of the filing, the Debtor estimated its assets and debts at $500,001 to $1 million. Guy Gebhardt, acting U.S. trustee for Region 21, on May 3, 2016, appointed three creditors of Kendall Lake Towers Condominium Association, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Lisa M. Castellano, Esq., at Becker & Poliakoff, P.A.; (2) Andres Cuevas of York Miami Holdings, LLC, as Assignee of Cuevas & Associates, PA; and (3) Santiago J. Muinos, Esq., of Muinos & Morales, PL. LABELLE TRADING: Disclosures Conditionally OK'd; Hearing on Nov. 15 ------------------------------------------------------------------- The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved LaBelle Trading Post, LLC's disclosure statement. The Court will conduct a hearing on the plan confirmation and approval of the Disclosure Statement on Nov. 15, 2017, at 10:30 a.m. Objections to the Disclosure Statement and plan confirmation must be filed no later than seven days prior to the Confirmation Hearing. All creditors and parties in interest that assert a claim against the Debtor which arose after the filing of this case, including all professionals seeking compensation from the estate of the Debtor pursuant to Section 330 of the U.S. Bankruptcy Code, must file motions or applications for the allowance of the claims with the Court no later than 15 days after the entry of the court order. About Labelle Trading Post, LLC LaBelle Trading Post, LLC, listed its business as a single asset real estate. LaBelle owns a fee simple interest in a property located at 10 Hickpoochee Avenue Labelle, Florida, with a current value of $1.4 million. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-05098) on June 13, 2017. Oqab Abuoqab, manager, signed the petition. At the time of the filing, the Debtor disclosed $1.4 million in assets and $2.87 million in liabilities. Richard Johnston, Jr., Esq., at Johnston Law, PLLC, serves as the Debtor's bankruptcy counsel. The Debtor hired Downtown Business Services as its accountant. LAKE NAOMI: T. Fiers Guarantees $50,000 Payment Under Plan ---------------------------------------------------------- Lake Naomi Real Estate, Inc., files with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a Corrected Plan of Reorganization, which proposes to pay creditors from the Debtor's future earnings. The Plan provides for three classes of secured claims, one class of unsecured claims and one class of equity security holders. Under the Plan, the unsecured creditors holding allowed claims under Class 6 will be paid 100% of their allowed claims in sixty equal monthly installments commencing within 30 days of the effective date of the Confirmation Order. Claims under falling under Class 6 are impaired. The Plan also provides for the payment of administrative and priority claims under the terms to the extent permitted by the Code or by agreement between the Debtor and the claimant. Current equity will continue to manage the Debtor post-Confirmation. Thomas W. Fiers will continue to operate as President of the Debtor. The Debtor's Plan will be funded by the continued operation of the Debtor, and a $50,000 contribution from Thomas W. Fiers' portion of the Lake Naomi Profit Sharing Plan. Thomas W. Fiers personally guarantees the $50,000 payment under the Plan including the Administrative Expenses to Debtor’s law firm. The Debtor's counsel will have a charging lien on the proceeds held by Rick Saba for the benefit of Thomas W. Fiers to the extent of allowed administrative expenses. A full-text copy of the Corrected Plan, dated October 12, 2017, is available for free at https://is.gd/dWGqni Attorney for the Debtor: Buddy D. Ford, Esq. BUDDY D. FORD, P.A., 9301 West Hillsborough Avenue Tampa, Florida 33615-3008 Telephone: (813) 877-4669 Email: Buddy@tampaesq.com About Lake Naomi Real Estate Lake Naomi Real Estate, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-02419) on March 24, 2017. The Petition was signed by Thomas W. Fiers, president. At the time of filing, the Debtor had $50,000 to $100,000 in estimated assets and $100,000 to $500,000 in estimated liabilities. The Debtor is represented by Buddy D. Ford, Esq., at Buddy D. Ford, P.A., and David J. Harris, Esq. The Debtor's Chapter 11 case was transferred to the U.S. Bankruptcy Court for the Middle District of Pennsylvania on July 31, 2017, under case (Bankr. M.D. Pa. Case No. 17-03138). LAST FRONTIER: Asks Court to Conditionally Approve Plan Disclosures ------------------------------------------------------------------- Last Frontier Realty Corporation asks the U.S. Bankruptcy Court for the Northern District of Texas to conditionally approve the disclosure statement dated Oct. 13, 2017, referring to the Debtor's plan of reorganization dated Oct. 13, 2017. The Debtor also asks the Court to set a hearing on the final approval of the Disclosure Statement and confirmation of the Plan. As reported by the Troubled Company Reporter on Oct. 24, 2017, the Debtor filed with the Court the Disclosure Statement explaining its plan of reorganization, which contemplates obtaining exit financing to repay all creditors in full. Class 4 under the latest plan is the Allowed Secured Claims of Propel Financial Services. The Debtor will now repay the amount owed to Propel in full on the Effective Date. About Last Frontier Realty Corp. Last Frontier Realty Corp. is a Texas corporation which owns two pieces of real property. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-32681) on July 10, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $1 million. Judge Stacey G. Jernigan presides over the case. Eric A. Liepins, P.C. is the debtor's bankruptcy counsel. The Debtor previously filed a Chapter 11 petition (Bankr. N.D. Texas Case No. 17-30454) on Feb. 6, 2017. This case was dismissed on July 3, 2017. LB VENTURES: Hires Pham Law PC as Special Counsel ------------------------------------------------- LB Ventures, LLC seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to hire Roland Pham and his firm, Pham Law, P.C., as special counsel to represent it in connection with the sale of real estate located at 433 Quincy Shore Drive, Quincy, Massachusetts. Roland Pham, Esq., principal at Pham Law, P.C., attests that Pham is a "disinterested person" within the meaning of 11 U.S.C. Sec. 101 (14) and does not hold or represent any interest materially adverse to the interests of the Debtor or the estate. Roland Pham, Esq. will be paid a flat fee of $1,500, payable upon the closing of the sale of the property. The Counsel can be reached through: Roland Pham, Esq. Pham Law, P.C. One Adams Place 859 Willard Street, Ste. 400 Quincy, MA 02169 Phone: +1 617-398-7299 About LB Ventures LLC LB Ventures, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-10084) on January 10, 2017. Luis M. Barros, manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Joan N. Feeney presides over the case. Parker & Associates is the Debtor's bankruptcy counsel. On July 6, 2017, the Debtor filed its proposed Chapter 11 plan of reorganization and disclosure statement. LEGACY RESERVES: Baines Creek Capital Has 5% Stake as of Oct. 16 ---------------------------------------------------------------- Baines Creek Capital, LLC reported in a Schedule 13G filed with the Securities and Exchange Commission that as of Oct. 16, 2017, it beneficially owns 3,693,344 shares of common stock of Legacy Reserves, LP, constituting 5.01 percent of the shares outstanding. Baines Creek Partners, L.P. also disclosed beneficial ownership of 3,252,191 common shares. A full-text copy of the regulatory filing is available for free at https://is.gd/JGeypc About Legacy Reserves Headquartered in Midland, Texas, Legacy Reserves L.P. is focused on the acquisition and development of oil and natural gas properties primarily located in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions of the United States. The Company's primary business objective has been to generate stable cash flows to allow it to make cash distributions to its unitholders and to support and increase quarterly cash distributions per unit over time through a combination of acquisitions of new properties and development of its existing oil and natural gas properties. Legacy Reserves LP reported a net loss attributable to unitholders of $74.82 million on $314.4 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to unitholders of $720.54 million on $338.77 million of total revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Legacy Reserves had $1.31 billion in total assets, $1.53 billion in total liabilities and a total partners' deficit of $214.3 million. * * * As of Sept. 30, 2016, S&P Global Ratings said that it lowered its corporate credit rating on Legacy Reserves to 'CCC' from 'B-'. The rating outlook is negative. The downgrade reflects S&P's expectation that the borrowing base on Legacy's revolving credit facility could be lowered substantially at its re-determination in October. As reported by the TCR on March 24, 2017, Moody's Investors Service upgraded Legacy Reserves LP's Corporate Family Rating to 'Caa2' from 'Caa3'. "Legacy's upgrade to Caa2 reflects Moody's expectations of improved cash flow and credit metrics in 2017 as a result of debt reduction and higher commodity prices underpinned by good hedges in 2017 and 2018," said RJ Cruz, Moody's vice president. "The upgrade also reflects improved liquidity and the benefits of the amended joint development agreement with TPG." LEXINGTON HOSPITALITY: May Use Cash Collateral Until Nov. 3 ----------------------------------------------------------- The Hon. Gregory R. Schaaf of the U.S. Bankruptcy Court for the Eastern District Court of Kentucky authorized Lexington Hospitality Group, LLC, to use cash collateral on an interim basis until Nov. 3, 2017, which approval includes payment of $3,250 in fees. As reported by the Troubled Company Reporter on Oct. 6, 2017, the Court previously authorized the Debtor to use cash collateral on an interim basis only in accordance with the budget for the time period of Oct. 2, 2017, through the conclusion of the hearing scheduled for Oct. 19, 2017, and any further orders of the Court. In addition to the granting of replacement liens to PCG Credit Partners, the Debtor was required to pay a $5,000 October adequate protection payment to PCG Credit Partners by Oct. 6, 2017. PCG may submit additional briefing regarding the legal issues affecting cash collateral use on or before Oct. 24, 2017. The Debtor may file a reply brief by Oct. 27, 2017. The Debtor will submit the following on or before 5:00 p.m. on Oct. 27, 2017: a. the September Monthly Operating Report; b. an aging report similar to that attached to PCG Exhibit 5 for September and any amendment to the aging report attached to PCG Exhibit 5 for August; c. a proposed November budget; and d. A document showing the expenses related to the Bennigans restaurant. The Debtor will file a plan and disclosure statement within 30 days of the entry of this Oct. 20, 2017 court order. A copy of the court order is available at: http://bankrupt.com/misc/kyeb17-51568-150.pdf About Lexington Hospitality Headquartered in Aurora, Illinois, Lexington Hospitality Group LLC -- http://www.clarionhotellexingtonky.com/-- owns the Clarion Hotel Conference Center South, a hotel located at 5532 Athens Boonesboro Road Lexington, Kentucky, known as Clarion Hotel Conference Center South. The Hotel, located in the heart of the bluegrass and 'Horse Capital of the World,' has 149 well-appointed guest rooms, an indoor heated pool and hot tub, a seasonal outdoor pool, a fitness center and an on-site restaurant and bar. Lexington Hospitality filed for Chapter 11 bankruptcy protection (Bankr. E.D. Ky. Case No. 17-51568) on Aug. 3, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Kenneth Moore/Janee Hotel Corporation, manager. Judge Gregory R. Schaaf presides over the case. Laura Day DelCotto, Esq., Jamie L. Harris, Esq., and Sara A. Johnston, Esq., at Delcotto Law Group PLLC, serve as the Debtor's bankruptcy counsel. LIL ROCK: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Lil Rock Electrical Construction Inc. as of Oct. 26, according to a court docket. About Lil Rock Electrical Construction Lil Rock Electrical Construction, Inc., is a full-service electrical contractor in Carlyle, Illinois, equipped to complete commercial, residential, and industrial electrical work, excavating, and directional boring. Lil Rock Electrical Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-31376) on Sept. 11, 2017. Myranda Weber, its restructuring officer, signed the petition. At the time of the filing, the Debtor disclosed $1.21 million in assets and $1.17 million in liabilities. The Debtor is represented by Spencer P. Desai, Esq., at Carmody MacDonald P.C. Judge Laura K. Grandy presides over the case. No trustee or examiner has been appointed in this case, and no official committee of creditors or equity interest holders has been established in this case. LILY ROBOTICS: Has Until Dec. 26 to Exclusively File Exit Plan -------------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware has extended, at the behest of Drone LC Inc., fka Lily Robotics, Inc., the period during which the Debtor has the exclusive right to file and solicit acceptances of a Chapter 11 plan, through and including Dec. 26, 2017, and Feb. 22, 2018, respectively. As reported by the Troubled Company Reporter on Oct. 2, 2017, the Debtor sought the extension out of an abundance of caution, to ensure that the Exclusive Periods do not lapse while the Debtor and the Official Committee of Unsecured Creditors finish the necessary work for the Effective Date of the Plan to occur. While the Debtor and the Committee expect the Effective Date to occur, the Debtor believes that some work still remains to be done considering that the Plan filed on July 31, 2017, was confirmed on Sept. 19. The TCR reported on Aug. 10, that under the Plan, a liquidation trust will be formed on the effective date of the Plan in order to make distributions to creditors and to pursue causes of action. General unsecured creditors will be paid 25% of their claims. About Drone LC Based in Atherton, California, Drone LC, formerly known as Lily Robotics, Inc., is the developer of the Lily Camera, a throw-and-shoot camera that captures pictures and videos from the skies. Its camera flies and uses GPS and computer vision to follow user's adventure activities. Lily Robotics sells its products internationally through its Web site at https://www.lily.camera/ Lily Robotics filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-10426) on Feb. 27, 2017, listing $32.99 million in total assets and $37.53 million in total liabilities as of Dec. 31, 2016. The petition was signed by Spencer L. Wells, its director. Judge Kevin J. Carey presides over the case. Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J. McLaughlin, Esq., at Morris, Nichols, Arsht & Tunnell LLP; Laura Metzger, Esq., and Jennifer Asher, Esq., and Douglas S. Mintz, Esq., at Orrick Herrington & Sutcliffe LLP serve as the Debtor's bankruptcy counsel. Prime Clerk LLC is the Debtor's claims and noticing agent. On March 22, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Lowenstein Sandler LLP as its lead counsel, and Richards, Layton & Finger, P.A., as its Delaware and conflicts counsel. No trustee or examiner has been appointed in the case. On June 20, 2017, the court approved the sale of substantially all of the Debtor's assets. Pursuant to the asset purchase agreements with Mota Group, Inc., the Debtor sold its company name, Lily Robotics, Inc., to Mota and agreed to cease using the Lily Robotics name. The sale order authorized the Debtor to make the name change contemplated by the Mota APA. In accordance with the Mota APA and sale order, the Debtor has caused its name to be changed from Lily Robotics, Inc., to Drone LC, Inc. LIQUIDMETAL TECHNOLOGIES: Appoints New Chief Operating Officer -------------------------------------------------------------- The Board of Directors of Liquidmetal Technologies, Inc., appointed Bruce Bromage as the Company's chief operating officer on Oct. 18, 2017, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. As chief operating officer, Dr. Bromage will be responsible for executing business strategy and management of all Company functions and will report to Professor Lugee Li, the Company's chairman, president, and chief executive officer. Dr. Bromage, age 64, joined the Company in June 2012 as a strategic marketing and operations consultant, and he was named executive vice president of business development and operations in June 2012 prior to being named chief operating officer in October 2017. From April 2002 to August 2010, Dr. Bromage served as executive vice president and general manager of Symmetricom, a publicly traded provider of products for communications infrastructure and systems and was an officer of the company. Responsibilities during his eight years with Symmetricom included Corporate Strategy, M&A Integration, Information Technology, and General Management of the Timing, Test and Measurement Division and the Technology Realization Center. Prior to Symmetricom, Dr. Bromage held senior executive positions with two high-technology startups and managed Strategic Business Development with Hewlett Packard. Dr. Bromage received his Ph.D. in Cognitive Psychology from the University of California, Santa Barbara in 1981 and has completed executive programs with the Stanford Graduate School of Business. Mr. Bromage receives a base annual salary of $291,000 per year and is eligible for future discretionary bonuses and equity grants under the Company's equity incentive plan. Dr. Bromage does not have a written employment agreement with the Company. About Liquidmetal Technologies Lake Forest, California-based Liquidmetal Technologies, Inc. -- http://www.liquidmetal.com/-- is a materials technology and manufacturing company that develops and commercializes products made from amorphous alloys. The Company's family of alloys consists of a variety of bulk alloys and composites that utilizes the advantages offered by amorphous alloys technology. The Company designs, develops, manufactures and sells products and custom components from bulk amorphous alloys to customers in a wide range of industries. The Company also partners with third-party manufacturers and licensees to develop and commercialize Liquidmetal alloy products. Liquidmetal reported a net loss and comprehensive loss attributable to the Company's shareholders of $18.74 million for the year ended Dec. 31, 2016, a net loss and comprehensive loss attributable to the Company's shareholders of $7.31 million for the year ended Dec. 31, 2015, and a net loss and comprehensive loss attributable to the Company's shareholders of $6.54 million for the year ended Dec. 31, 2014. As of June 30, 2017, Liquidmetal had $57.93 million in total assets, $5.02 million in total liabilities and $52.90 million in total shareholders' equity. M.N.E. FUNDING: Taps Mark E. Goodfriend as Legal Counsel -------------------------------------------------------- M.N.E. Funding Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Mark E. Goodfriend as its legal counsel. The firm will assist the Debtor in the formulation of a plan of reorganization; investigate its financial condition; review claims; and provide other legal services related to its Chapter 11 case. Goodfriend will charge an hourly fee of $350 for its services. Prior to the petition date, the firm received a retainer in the sum of $10,000. Mark Goodfriend, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark E. Goodfriend, Esq. Law Offices of Mark E. Goodfriend 16055 Ventura Boulevard, Suite 800 Encino, CA 91436 Tel: (818) 783-8866 Fax: (818) 783-5445 Email: markgoodfriend@yahoo.com About M.N.E. Funding Inc. M.N.E. Funding Inc. is the 100% owner of a real property located at 3392 Venture Drive, Huntington Beach, California, which is valued at $1.8 million. M.N.E. Funding listed its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-12420) on September 10, 2017. Ahron Zilberstein, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Maureen Tighe presides over the case. MAC ACQUISITION: Hires Donlin Recano as Administrative Advisor -------------------------------------------------------------- Mac Acquisition LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Donlin, Recano & Company, Inc. as administrative advisor. Bankruptcy administrative services required of: a. assist with, among other things, any required solicitation, balloting, and tabulation and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of plan(s) of reorganization (Balloting Services); b. generate an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; c. in connection with the Balloting Services, handle requests for documents from parties in interest, including, if applicable, brokerage firms and bank back-offices and institutional holders; d. gather data in conjunction with the preparation, and assisting with the preparation, of the Debtors' schedules of assets and liabilities and statements of financial affairs; e. provide a confidential data room, if requested; f. manage and coordinate any distributions pursuant to a confirmed chapter 11 plan; and g. provide other claims processing, noticing, solicitation, balloting, and administrative services described in the Services Agreement, but not included in the Section 156(c) Application, as may be requested by the Debtors from time to time. Alexander T. Leventhal, President and Chief Executive Officer of Donlin, Recano & Company, Inc., attests that that DRC is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. Hourly rates charged by Donlin Recano are: Senior Bankruptcy Consultant $140 Case Manager $112 Technology/Programming Consultant $88 Consultant/Analyst $72 Clerical $45 Donlin Recano can be reached at: Alexander T. Leventhal DONLIN RECANO & COMPANY, INC. 6201 15th Avenue Brooklyn, NY 11219 Tel: (888) 629-2235 About Mac Acquisition LLC Mac Acquisition LLC, et al. -- https://www.macaronigrill.com/ -- operate full-service casual dining restaurants under the trade name, "Romano's Macaroni Grill." As of Oct. 18, 2017, the company operates 93 company-owned restaurants located in 23 states, with a workforce of approximately 4,600 employees. Non-debtor affiliate RMG Development franchises an additional 23 restaurants in Florida, Hawaii, Illinois, Texas, Puerto Rico, Mexico, Bahrain, Egypt, Oman, the United Arab Emirates, Qatar, Germany, and Saudi Arabia. During 2016, Mac Acquisition and RMG generated gross revenues through restaurant sales and franchisee payments of approximately $230 million. On Oct. 18, 2017, Mac Acquisition LLC, and eight affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12224). Mac Acquisition's estimated assets of $10 million to $50 million and debt at $50 million to $100 million. The Hon. Mary F. Walrath is the case judge. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as Delaware bankruptcy counsel; Gibson, Dunn & Crutcher LLP, as general bankruptcy counsel; Mackinac Partners, LLC, and financial advisor. Donlin, Recano & Company, Inc., is the claims agent. MAC ACQUISITION: Hires Young Conaway as Bankruptcy Co-Counsel ------------------------------------------------------------- Mac Acquisition LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as bankruptcy co-counsel. The professional services that Young Conaway will render are: a. provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business and management of their properties; b. pursue confirmation of a plan and approval of a disclosure statement; c. prepare, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; d. appear in Court and protect the interests of the Debtors before the Court; and e. perform all other legal services for the Debtors that may be necessary and proper in these proceedings. The principal attorneys and paralegal presently designated to represent the Debtors, and their current standard hourly rates, are: Michael R. Nestor $820.00 Edmon L. Morton $730.00 Ryan M. Bartley $520.00 Elizabeth S. Justison $400.00 Betsy L. Feldman $285.00 Brenda Walters (paralegal) $270.00 Edmon L. Morton, partner in the firm of Young Conaway Stargatt & Taylor, LLP, attests that his firm is a "disinterested person" as that term is defined in Sec. 101(14) of the Bankruptcy Code. The Firm can be reached through: Edmon L. Morton, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Phone: 302-571-6600 Fax: 302-571-1253 About Mac Acquisition LLC Mac Acquisition LLC, et al. -- https://www.macaronigrill.com/ -- operate full-service casual dining restaurants under the trade name, "Romano's Macaroni Grill." As of Oct. 18, 2017, the company operates 93 company-owned restaurants located in 23 states, with a workforce of approximately 4,600 employees. Non-debtor affiliate RMG Development franchises an additional 23 restaurants in Florida, Hawaii, Illinois, Texas, Puerto Rico, Mexico, Bahrain, Egypt, Oman, the United Arab Emirates, Qatar, Germany, and Saudi Arabia. During 2016, Mac Acquisition and RMG generated gross revenues through restaurant sales and franchisee payments of approximately $230 million. On Oct. 18, 2017, Mac Acquisition LLC, and eight affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12224). Mac Acquisition's estimated assets of $10 million to $50 million and debt at $50 million to $100 million. The Hon. Mary F. Walrath is the case judge. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as Delaware bankruptcy counsel; Gibson, Dunn & Crutcher LLP, as general bankruptcy counsel; Mackinac Partners, LLC, and financial advisor. Donlin, Recano & Company, Inc., is the claims agent. MARC ZAID P.C.: Unsecureds to Recover 14% Under Plan ---------------------------------------------------- Marc A. Zaid Esq., P.C., filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania an amended disclosure statement dated Oct. 4, 2017, referring to the Debtor's second amended plan of reorganization dated Oct. 4, 2017. Class 4 General Unsecured Claims are impaired by the Plan. The Debtor will treat the balance of the Hillock Investments, LP secured claims No. 5 and No. 6 as general unsecured claims in the amount of $527,852.58. The Debtor will treat Claim No. 1 filed by Thomas DiSante and Claim No. 2 filed by James DiSante as duplicate claims. The treatment and consideration to be received by holders of Class 4 allowed claims will be in full settlement, satisfaction, release and discharge of their respective claims and liens. Each Class 4 allowed claim will receive 14% of their respective allowed claim to be paid in deferred cash payments starting Nov. 1, 2018, and concluding Oct. 1, 2022, in monthly or quarterly payments at the Debtor's discretion. Class 4 payments will start after the payment of the secured claims have been completed. Each holder of an Allowed Class 4 claim will be paid, pro rata, once the payments to Class 4 start. Class 4 claims will be paid out of (a) the Debtor's future earnings and (b) the net proceeds of any recoveries by the Debtor on account of any causes of action, after payment of all claims in Classes 1 through 3. No interest will be paid on Class 4 Claims. The net proceeds of any recovery by Debtor on account of any Causes of Action will be paid to Allowed Class 4 Claims in addition to the payment of the aggregate of $146,412 to the Class 4 claimants. Payments and distributions under the Plan will be funded by Debtor's continued operation as a law firm. The funds will be generated from the revenues of the reorganized Debtor. Upon confirmation, the Debtor will be reinvested with its assets, subject only to the outstanding liens which were not avoided by the Debtor under the provisions of Title 11 of the Code and will be entitled to manage its affairs without further order of this Court. The Debtor will commence payments under the Plan on the Effective Date of the Plan, which will be 10 days after confirmation of this Plan. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/paeb16-18429-79.pdf About Marc A. Zaid Headquartered in King of Prussia, Pennsylvania, Marc A. Zaid Esq., P.C., is a non-public corporation. Since 2003, the Debtor has been in the business of providing legal services primarily in business and real estate matters, legal services and representation of clients in various subject matters. Most of Debtor's business involves the representation of clients in business and real estate matters. The Debtor devotes a portion of its practice to collection matters. The Debtor receives compensation from flat fee, hourly and contingency fee agreements. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 16-18429) on Dec. 6, 2016, listing $36,351 in total assets and $1.14 million in total liabilities. The petition was signed by Marc A. Zaid, president. Judge Magdeline D. Coleman presides over the case. Stephen Vincent Bottiglieri, Esq., at Bottiglieri Law, LLC, serves as the Debtor's bankruptcy counsel. MATTEL INC: S&P Lowers Corp. Credit Rating to BB, Outlook Negative ------------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on El Segundo, Calif.-based Mattel Inc. to 'BB' from 'BBB-'. The rating outlook is negative. S&P said, "At the same time, we lowered our issue-level rating on the company's senior unsecured debt to 'BB' from 'BBB-' and assigned a '3' recovery rating to it. The '3' recovery rating reflects our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery for unsecured lenders in the event of a payment default. We also lowered our commercial paper rating to 'B' from 'A-3', in line with the downgrade of the corporate credit rating." The two-notch downgrade to 'BB' reflects incremental risk in Mattel's business operations related to decreased margin, increased EBITDA volatility, and higher forecasting error than is typical at the prior, investment-grade rating. Additionally, uncertainties remain regarding the execution and duration of the company's current turnaround plan, including its newly announced cost cutting program, and S&P's belief that over the next two years it is unlikely Mattel can improve EBITDA and cash flow generation sufficiently to reduce leverage below our 3.5x threshold for the previous rating. The negative outlook reflects the significant decline in gross margin and operating cash flow and the continued risk of further deterioration in operating trends that could result in leverage sustained above our downgrade threshold of 4x. The negative outlook also reflects the possibility that similar discounting behavior required to support sales in the important holiday season in 2016 could recur because of the ongoing shift in consumer purchasing behavior toward the online channel and shoppers arriving later in retail stores during the holiday season. S&P said, "We could lower ratings if revenue and EBITDA in in 2017 or 2018 underperform our base-case forecast, and we believe operating fundamentals could deteriorate further in a manner that causes total lease-adjusted debt to EBITDA to stay above 4x. "We could revise the rating outlook to stable if Mattel stabilizes and begins to improve gross margin and maintains its market share in key product categories, and if we become confident Mattel can sustain total lease-adjusted debt to EBITDA comfortably below 4x. While unlikely over the next few years, we could raise the rating if Mattel can grow revenue and EBITDA, and adopts a leverage policy that sustains adjusted debt to EBITDA below 3x." MCKEESPORT ASD: Moody's Lowers GO Rating to Ba2; Outlook Negative ----------------------------------------------------------------- Moody's Investors Service has downgraded McKeesport Area School District's (PA) underlying rating to Ba2 from Ba1. Moody's has furthermore downgraded the district's post-default enhanced rating on its $129 million in GO debt outstanding to Baa3 from Baa2. The Ba2 underlying rating reflects the district's heavy debt burden, increasing charter school pressure, and pressured finances which are magnified by its limited revenue generating capabilities. It also reflects the district's elevated debt service payments, which will grow rapidly in the coming years. The Baa3 post-default enhanced rating reflects Moody's assessment of each issuer participating in the Programs pursuant to the methodology, "State Aid Intercept Programs and Financings: Pre and Post Default." Credit considerations include availability of funds, timing of state aid payments, state aid trend, strength of notification requirement, and timing between notification and intercept. Additional credit factors include a debt service coverage ratio and the underlying ratings of the individual school districts. Rating Outlook The negative outlook on the district's underlying rating reflects the district's escalating debt service payments, which will increase at a rapid pace in the near term. The outlook is indicative of the risk posed by these debt service requirements and the district's limited budget flexibility. The negative outlook on the enhanced rating follows this rule: For underlying ratings at the post-default ceiling (A3) or higher, the outlook is the same as the commonwealth's. For underlying ratings one or two notches below the ceiling (Baa1 or Baa2), the outlook is the lower of the outlook on the underlying or on the commonwealth. For underlying ratings three notches below the ceiling (Baa3) or lower, the outlook is the same as the underlying. Factors that Could Lead to an Upgrade Multiyear trend of reserve growth Material declines in fixed costs Reduced charter school pressure on the district's finances Significant tax base expansion Factors that Could Lead to a Downgrade Declines in reserve and liquidity levels Significant increases in the debt burden that further pressures the financial position Material declines in the tax base Legal Security The district's bonds are secured by its general obligation pledge with some series subject to Act 1 property tax limitations. Use of Proceeds. Not applicable. Obligor Profile The district is located in Allegheny County, 15 miles southeast of Pittsburgh and serves approximately 3,614 students in McKeesport City, South Versailles Township, and the Boroughs of Dravosburg, Versailles, and White Oak. Methodology The principal methodology used in the underlying rating was US Local Government General Obligation Debt published in December 2016. The principal methodology used in the enhanced rating was State Aid Intercept Programs and Financings: Pre and Post Default published in July 2013. MEDAPOINT INC: Hires Match Point Partners as Investment Banker -------------------------------------------------------------- Medapoint, Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to employ Match Point Partners LLC as investment banker for the Debtor and Debtor-in-Possession. The Debtor requires Match Point to: a. provide advice and assistance to the Debtor in connection with analyzing, structuring, negotiating and effecting (including providing valuation analyses as appropriate), and acting as exclusive financial advisor to the Debtor in connection with any Transaction; and b. perform these financial advisory services, among others, for the Debtor in connection with a Transaction: i. become familiar with, to the extent the Advisor deems appropriate, and analyze, the business, operations, properties, financial condition and prospects of the Debtor; ii. advise the Debtor on the current state of the "restructuring market"; iii. assist and advise the Debtor in developing a general strategy for accomplishing a Transaction; iv. assist and advise the Debtor in implementing a Transaction; v. assist and advise the Debtor in evaluating and analyzing a Transaction, including the value of the securities or debt instruments, if any, that may be issued in any such Transaction; and vi. render other financial advisory services as may from time to time be agreed upon by the Debtor and the Advisor. The Debtors have agreed to pay Match Point the proposed compensation and expense reimbursements in the Engagement Letter: a. Monthly Fee: The Debtor will pay Match Point a Monthly Work Fee in the amount of $10,000. All Monthly Fee payments actually paid to Match Point will be credited against any Transaction Fee or Break-Up Fee payable to Match Point; and b. Transaction Fee: The Debtor will pay Match Point a fee in in an amount equal to 6% of the Transaction Value, subject to a Minimum Transaction Fee of $300,000. Bradford C. Burkett, senior managing director of Match Point Partners, 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 Debtors and their estates. Match Point can be reached at: Bradford C. Burkett Match Point Partners, LLC 125 Park Avenue, 25th Floor New York, NY 10017 Phone: (212) 520-1667 About Medapoint Inc. Founded in 2009 and based in Austin, Texas, Medapoint, Inc., provides software solutions. The applications support more than 1,500 private and municipal providers of emergency medical services (EMS) throughout the United States, including one of the nation's leading private ambulance services, which provides more than 1.5 million transports annually. Medapoint, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-10876) on July 17, 2017. Eric J. Becker, its president, CEO and director, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Tony M. Davis presides over the case. The Debtor tapped Spector & Johnson PLLC as legal counsel; and K&L Gates as special counsel. MICHAEL J. MALPERE: November 9 Plan Confirmation Hearing -------------------------------------------------------- Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey conditionally approved the Disclosure Statement dated October 3, 2017 filed by Michael J. Malpere Co. Inc. A hearing will be held on November 9, 2017 at 11:00 a.m. for final approval of the Disclosure Statement (if a written objection has been timely filed) and for confirmation of the Plan. November 2, 2017 is fixed as the last day for: (a) filing and serving written objections to the Disclosure Statement and confirmation of the Plan, and (b) filing written acceptances or rejections of the Plan. About Michael J. Malpere Co. Michael J. Malpere Co., Inc., based in Cranford, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-24283) on July 26, 2016. The Hon. Vincent F. Papalia presides over the case. John F. Bracaglia, Jr., Esq., at Mauro Savo Camerino Grant & Schalk, P.A., serves as bankruptcy counsel. In its petition, the Debtor estimated $50,000 to $10 million in both assets and liabilities. The petition was signed by Michael Malpere, president. MICHELE MAYER: Lender Buying 237 East Modoc Ave. Property for $120K ------------------------------------------------------------------- Michele Ann Mayer asks the U.S. Bankruptcy Court for the Southern District of California to authorize the short sale of her real property located at 237 East Modoc Ave., Visalia, California for $120,000. The Debtor is the owner of her principal residence in Lakeside, California, and 16 properties in Tulare County, California ("Rental Properties"). She has sold three of the Rental Properties for profit and is holding the proceeds in a blocked account for the benefit of creditors in her Plan. She has negotiated or is in the process of negotiating "short sales" on eight of the Rental Properties. The Short Sale Properties are overencumbered by liens and thus have no value to the estate. Furthermore, these properties are a drain on estate resources insofar as they are not receiving rental income but accrue expenses to maintain. The Debtor wishes to "short sell" the Subject Property. She asks authorization from the Court to close the short sale only upon agreement from all secured lenders. The Debtor does not seek through the Motion to adversely affect any creditor without their consent. The Debtor has employed her real estate broker Cindy Coray and Modern Broker for purposes of selling the Subject Property. The Broker undertook extensive marketing efforts to list and to sell the Subject Property by listing it in the Tulare County MLS, and picked up by Zillow, Realtor.com, Homes.com, and Broker believes the sale price is a reasonable price reflective of the fair market value of the Subject Property. The Debtor's Broker believes the offer is fair and reasonable and in the best interest of the Debtor and her estate. The fair market value of the Subject Property is $120,000. It is a 3-bedroom, 2-bathroom, 1148 sq. ft. single-family home in a suburban neighborhood. It has tile floors throughout most of the house and the kitchen in extremely poor condition, but the home has been broken into numerous times leaving the sliding glass door broken and security bars on three of the windows either broken or missing. The Subject Property is encumbered by one deed of trust, in favor of Ditech Financial, LLC as a first position lien in the approximate amount of $172,450. The total amount of encumbrances on the Subject Property is approximately $172,450. The Debtor has entered into an agreement with her lender to "short sell" the Subject Property. The agreed gross sales price is $120,000. The Debtor has reached an agreement with Ditech to settle Ditech's lien in full for $111,014. She has received an approval letter from Ditech confirming the agreement. The Short Sale Approval is subject to expiration on Oct. 31, 2017. However, the Debtor's real estate broker is in active discussions with Ditech and is confident the expiration date will be extended to allow the short sale to close. The commissions of $7,200 are to be paid to the brokers facilitating the sale, with other liabilities and costs of sale in the amount of $3,232, totaling $10,432. There currently exists a blanket lien in favor of the Internal Revenue Service that encumbers all of the Debtor's Real Property in Tulare County, including the Subject Property. The IRS Lien is in the process of being released, as the Debtor has amended her 2006 and 2011 tax returns and the IRS has filed an amended claim establishing that she has no secured liability to the IRS, and has confirmed that they have requested the lien to be released. The normal timeline for the lien release is 30 days from the amending of the claim. The Debtor will receive no proceeds or compensation in any form from the proposed short sale, which would be approximately Nov. 16, 2017. Her Counsel has discussed the matter with IRS counsel and the parties have agreed to work together to attempt to allow closure of the Short Sales as soon as possible. The estimated closing date for the short sale on the Subject Property is Nov. 3, 2017. However, it is anticipated that the parties will request a short extension following the filing of the Motion. The sale will have no negative impact on unsecured creditors or the estate, but will serve to increase cash flow and reduce financial obligations of the Debtor, leading to a net benefit for the estate. She agrees to provide the Office of the United States Trustee a copy of the escrow closing statement within 14 days of the close of escrow as a condition to any approval of the motion. The Debtor anticipates closing escrow imminently after the hearing on the Motion, if the Motion is approved, for a number of reasons including ensuring that the buyer does not back out of the proposed sale. Accordingly, the Debtor asks that the Court waives the 14-day stay under Federal Rule of Bankruptcy Procedure Rule 6004(h), and orders and authorizes that the short sale may be effectuated immediately upon entry of its Order. A copy of the Short Sale Approval attached to the Motion is available for free at: http://bankrupt.com/misc/Michele_Mayer_142_Sales.pdf Ditech can be reached at: DITECH FINANCIAL, LLC P.O. Box 6172 Rapid City, SD 57709-6172 Telephone: (800) 643-0202 Lakeside, California-based Michele Ann Mayer sought Chapter 11 protection (Bankr. S.D. Cal. Case No. 16-07171) on Nov. 25, 2016. The Debtor tapped Andrew Moher, Esq., at Moher Law Group, as counsel. She has employed Cindy Coray and Modern Broker as her real estate broker. The Broker's employment us through March 5, 2018. MICHELE MAYER: Selling 1348 East Sunnyview Ave. Property for $110K ------------------------------------------------------------------ Michele Ann Mayer asks the U.S. Bankruptcy Court for the Southern District of California to authorize the short sale of her real property located at 1348 East Sunnyview Ave., Visalia, California for $110,000. The Debtor is the owner of her principal residence in Lakeside, California, and 16 properties in Tulare County, California ("Rental Properties"). She has sold three of the Rental Properties for profit and is holding the proceeds in a blocked account for the benefit of creditors in her Plan. She has negotiated or is in the process of negotiating "short sales" on eight of the Rental Properties. The Short Sale Properties are overencumbered by liens and thus have no value to the estate. Furthermore, these properties are a drain on estate resources insofar as they are not receiving rental income but accrue expenses to maintain. The Debtor wishes to "short sell" the Subject Property. She asks authorization from the Court to close the short sale only upon agreement from all secured lenders. She does not seek through the Motion to adversely affect any creditor without their consent. The Debtor has employed her real estate broker Cindy Coray and Modern Broker for purposes of selling the Subject Property. The Broker undertook extensive marketing efforts to list and to sell the Subject Property by listing it in the Tulare County MLS, and picked up by Zillow, Realtor.com, Homes.com, and Broker believes the sale price is a reasonable price reflective of the fair market value of the Subject Property. The Debtor's Broker believes the offer is fair and reasonable and in the best interest of the Debtor and her estate. The fair market value of The Subject Property is $110,000. It is a 3-bedroom, 2-bathroom, 1148 sq. ft. single-family home in a planned unit development. It has a common area pool, recently replaced water heater and AC/Heater unit, but the roof cannot be certified due to the wood construction and age, and has dry rot in some areas. The Subject Property is encumbered by one deed of trust, in favor of Ditech Financial, LLC as a first position lien in the approximate amount of $154,592. The total amount of encumbrances on the Subject Property is approximately $154,592. The Debtor has entered into an agreement with her lenders to "short sell" the Subject Property. The agreed gross sales price is $110,000. The Debtor has reached an agreement with Ditech to settle Ditech's lien in full for $100,496. She has received an approval letter from Ditech confirming the agreement. The Short Sale Approval is subject to expiration on Oct. 27, 2017. However, the Debtor's real estate broker is in active discussions with Ditech and is confident the expiration date will be extended to allow the short sale to close. The commissions of $6,600 are to be paid to the brokers facilitating the sale, with other liabilities and costs of sale in the amount of $3,319 totaling $9,919. There currently exists a blanket lien in favor of the Internal Revenue Service that encumbers all of the Debtor's Real Property in Tulare County, including the Subject Property. The IRS Lien is in the process of being released, as she has amended her 2006 and 2011 tax returns and the IRS has filed an amended claim establishing that she has no secured liability to the IRS, and has confirmed that they have requested the lien to be released. The normal timeline for the lien release is 30 days from the amending of the claim. The Debtor will receive no proceeds or compensation in any form from the proposed short sale, which would be approximately Nov. 16, 2017. Her Counsel has discussed the matter with IRS counsel and the parties have agreed to work together to attempt to allow closure of the Short Sales as soon as possible. The estimated closing date for the short sale on the Subject Property is Nov. 3, 2017. However, it is anticipated that the parties will request a short extension following the filing of the Motion. The sale will have no negative impact on unsecured creditors or the estate, but will serve to increase cash flow and reduce financial obligations of the Debtor, leading to a net benefit for the estate. She agrees to provide the Office of the United States Trustee a copy of the escrow closing statement within 14 days of the close of escrow as a condition to any approval of the Motion. The Debtor anticipates closing escrow imminently after the hearing on the Motion, if the Motion is approved, for a number of reasons including ensuring that the buyer does not back out of the proposed sale. Accordingly, the Debtor asks that the Court waives the 14-day stay under Federal Rule of Bankruptcy Procedure Rule 6004(h), and orders and authorizes that the short sale may be effectuated immediately upon entry of its Order. A copy of the Short Sale Approval attached to the Motion is available for free at: http://bankrupt.com/misc/Michele_Mayer_148_Sales.pdf Lakeside, California-based Michele Ann Mayer sought Chapter 11 protection (Bankr. S.D. Cal. Case No. 16-07171) on Nov. 25, 2016. The Debtor tapped Andrew Moher, Esq., at Moher Law Group, as counsel. She has employed Cindy Coray and Modern Broker as her real estate broker. The Broker's employment us through March 5, 2018. MICHELE MAYER: Selling 1633 West Prospect Ave. Property for $107K ----------------------------------------------------------------- Michele Ann Mayer asks the U.S. Bankruptcy Court for the Southern District of California to authorize the short sale of her real property located at 1633 West Prospect Ave., Visalia, California for $107,000. The Debtor is the owner of her principal residence in Lakeside, California, and 16 properties in Tulare County, California ("Rental Properties"). She has sold three of the Rental Properties for profit and is holding the proceeds in a blocked account for the benefit of creditors in her Plan. She has negotiated or is in the process of negotiating "short sales" on eight of the Rental Properties. The Short Sale Properties are overencumbered by liens and thus have no value to the estate. Furthermore, these properties are a drain on estate resources insofar as they are not receiving rental income but accrue expenses to maintain. The Debtor wishes to "short sell" the Subject Property. She asks authorization from the Court to close the short sale only upon agreement from all secured lenders. She does not seek through the Motion to adversely affect any creditor without their consent. The Debtor has employed her real estate broker Cindy Coray and Modern Broker for purposes of selling the Subject Property. The Broker undertook extensive marketing efforts to list and to sell the Subject Property by listing it in the Tulare County MLS, and picked up by Zillow, Realtor.com, Homes.com, and Broker believes the sale price is a reasonable price reflective of the fair market value of the Subject Property. The Debtor's Broker believes the offer is fair and reasonable and in the best interest of the Debtor and her estate. The fair market value of the Subject Property is $107,000. It is a 3-bedroom, 2-bathroom, 1149 sq. ft. single-family. It has tile floors throughout the entire home, open floor plan, and most of the windows have been replaced but the oven is not operating, there is a leak in the main water line under the sink and kitchen cabinets are broken. The Subject Property is encumbered by one deed of trust, in favor of Ditech Financial, LLC as a first position lien in the approximate amount of $182,263. The total amount of encumbrances on the Subject Property is approximately $182,263. The Debtor has entered into an agreement with her lenders to "short sell" the Subject Property. The agreed gross sales price is $107,000. The Debtor has reached an agreement with Ditech to settle Ditech's lien in full for $99,140. She has received an approval letter from Ditech confirming the agreement. The Short Sale Approval is subject to expiration on Nov. 11, 2017. However, the Debtor's real estate broker is in active discussions with Ditech and is confident the expiration date will be extended to allow the short sale to close. The commissions of $6,138 are to be paid to the brokers facilitating the sale, with other liabilities and costs of sale in the amount of $2,646 totaling $8,784. There currently exists a blanket lien in favor of the Internal Revenue Service that encumbers all of the Debtor's Real Property in Tulare County, including the Subject Property. The IRS Lien is in the process of being released, as she has amended her 2006 and 2011 tax returns and the IRS has filed an amended claim establishing that the Debtor has no secured liability to the IRS, and has confirmed that they have requested the lien to be released. The normal timeline for the lien release is 30 days from the amending of the claim. The Debtor will receive no proceeds or compensation in any form from the proposed short sale, which would be approximately Nov. 16, 2017. Her Counsel has discussed the matter with IRS counsel and the parties have agreed to work together to attempt to allow closure of the Short Sales as soon as possible. The estimated closing date for the short sale on the Subject Property is Nov. 3, 2017. However, it is anticipated that the parties will request a short extension following the filing of the Motion. The sale will have no negative impact on unsecured creditors or the estate, but will serve to increase cash flow and reduce financial obligations of the Debtor, leading to a net benefit for the estate. She agrees to provide the Office of the United States Trustee a copy of the escrow closing statement within 14 days of the close of escrow as a condition to any approval of the Motion. The Debtor anticipates closing escrow imminently after the hearing on the Motion, if the Motion is approved, for a number of reasons including ensuring that the buyer does not back out of the proposed sale. Accordingly, the Debtor asks that the Court waives the 14-day stay under Federal Rule of Bankruptcy Procedure Rule 6004(h), and orders and authorizes that the short sale may be effectuated immediately upon entry of its Order. A copy of the Short Sale Approval attached to the Motion is available for free at: http://bankrupt.com/misc/Michele_Mayer_145_Sales.pdf Lakeside, California-based Michele Ann Mayer sought Chapter 11 protection (Bankr. S.D. Cal. Case No. 16-07171) on Nov. 25, 2016. The Debtor tapped Andrew Moher, Esq., at Moher Law Group, as counsel. She has employed Cindy Coray and Modern Broker as her real estate broker. The Broker's employment us through March 5, 2018. MISSISSIPPI VALLEY BROADCASTING: Hires Kalil & Co as Broker ----------------------------------------------------------- Mississippi Valley Broadcasting LLC, White Eagle Broadcasting, Inc., and TCOM, Inc. seek authorization from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Kalil & Co., Inc. as a media operations sales broker for the Debtors. Kalil's broker services are: a. market the assets of the Debtors using such advertising, solicitations, and activities as may be necessary and agreed upon with the Debtors; b. analyze offers and proposals from potential purchasers and offering recommendations to the Debtors in connection with any proposed transaction; c. assist with negotiations regarding any potential transaction; and d. assist the Debtors with the consummation of any transactions. For its broker services, Kalil will be paid a commission of: a. 5% of the first $5,000,000 of the purchase price for the Debtors' assets; b. 2.5% of any amount received in excess of $5,000,000; and c. Should the total purchase price be less than $2,000,000, Kalil shall receive a minimum fee of $100,000. Todd Hartman, Vice President of Kalil & Co., Inc., attest that his firm is a "disinterested person" within the meaning of 11 U.S.C. Sec. 101(14), does not have any connection with the debtor, the creditors, or any other party-in-interest, and does not hold or represent any interest adverse to the Debtors in the matters for which it is to be retained. The Broker can be reached through: Todd Hartman KALIL & CO., INC. 2960 North Swan Road, Suite 134 Tucson, AZ 85712 Phone: (520) 795-1050 Fax: (520) 322-0584 About La Crosse Media Group Mississippi Valley Broadcasters, LLC, known locally as the "La Crosse Radio Group" -- http://www.lacrosseradiogroup.net/-- is the owner and operator of five radio stations in La Crosse, Wisconsin. The Company is a partnered ownership between TCOM, Inc. and Patrick H. Smith of Onalaska, WI. The La Crosse Radio Group coverage areas include western Wisconsin and eastern Minnesota. Their physical facilities are at 1407 2nd Avenue North (Highway 35) in Onalaska WI, north of La Crosse. Mississippi Valley Broadcasters, LLC; White Eagle Broadcasting, Inc.; and TCOM, Inc. filed Chapter 11 petitions (W.D. Wisc. Case No. 17-12664, 17-12665 and 17-12666, respectively) on July 27, 2017. The petitions were signed by Patrick H. Smith, managing partner. The Hon. Catherine J. Furay presides over the Debtors' cases. William E. Wallo, Esq., at Weld Riley, S.C., serves as the Debtors' bankruptcy counsel. Mississippi Valley Broadcasters estimated between $1 million and $10 million in assets, while White Eagle Broadcasting and TCOM, Inc. both listed between $100,000 and $500,000 in assets. All Debtors listed between $1 million and $10 million in liabilities. MOUNTAIN DIVIDE: November 9 Plan Confirmation Hearing ----------------------------------------------------- Mountain Divide, LLC filed a Disclosure Statement with Respect to Joint Plan of Reorganization of Mountain Divide, LLC dated September 22, 2017. Judge Benjamin P. Hursh of the U.S. Bankruptcy Court for the District of Montana approved the Debtor's disclosure statement and scheduled a hearing on confirmation of Debtor's Joint Plan of Reorganization to take place on November 9, 2017, at 09:00 a.m. The Court also fixed November 3, 2017 as the last day for filing and serving written objections to confirmation of the Plan, and for filing written acceptances or rejections of the Plan. About Mountain Divide Headquartered in Cut Bank, Montana, Mountain Divide LLC owns oil and gas properties. The company was incorporated in 2012. Mountain Divide, LLC filed a chapter 11 petition (Bankr. D. Mont. Case No. 16-61015) on Oct. 14, 2016. The petition was signed by Patrick M. Montalban, manager. The Debtor is represented by Jeffery A. Hunnes, Esq., at Guthals, Hunnes & Reuss, P.C. The case is assigned to Judge Ralph B. Kirscher. The Debtor estimated assets at $1 million to $10 million and liabilities at $50 million to $100 million at the time of the filing. The Debtor hired Roberta Anner-Hughes, Esq. at Anner-Hughes Law Firm as special counsel. The official committee of unsecured creditors hired Worden Thane P.C. as legal counsel. * * * On January 20, 2017, the Bankruptcy Court authorized the Debtor to sell substantially all its assets to Future Acquisition Company, LLC for $4 million. FAC's subsequent assignee to the sale is Future Acquisition North Dakota (FAND). The sale transaction with FAND closed on February 16, 2017. MPM HOLDINGS: Call on 3rd Quarter Results Oct. 31 ------------------------------------------------- MPM Holdings Inc. will host a teleconference to discuss third quarter 2017 results on Tuesday, Oct. 31, 2017, at 10 a.m. Eastern Time. The Company will issue a press release announcing its financial results for the third quarter ended Sept. 30, 2017, prior to the opening of the market on Oct. 31, 2017. Interested parties are asked to dial-in approximately 10 minutes before the call begins at the following numbers: U.S. Participants: (844) 309-6571 International Participants: (484) 747-6920 Participant Passcode: 92121983 Live Internet access to the call and presentation materials will be available through the Investor Relations section of the Company's website: www.momentive.com. A replay of the call will be available for three weeks beginning at 2 p.m. Eastern Time on Oct. 31, 2017. The playback can be accessed by dialing (855) 859-2056 (U.S.) and +1 (404) 537-3406 (International). The passcode is 92121983. A replay also will be available through the Investor Relations Section of the Company's website. About MPM Holdings MPM Holdings Inc. -- http://www.momentive.com/-- is a holding company that conducts substantially all of its business through its subsidiaries. Momentive's wholly owned subsidiary, MPM Intermediate Holdings Inc., is a holding company for its wholly owned subsidiary, Momentive Performance Materials Inc. ("MPM") and its subsidiaries. The Company filed a petition on April 13, 2014, with the U.S. Bankruptcy Court for the Southern District of New York for reorganization under the provisions of Chapter 11 of the Bankruptcy Code. The Plan was substantially consummated on Oct. 24, 2014, and the Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting. As a result of MPM's reorganization and emergence from Chapter 11 bankruptcy, Momentive became the indirect parent company of MPM in accordance with MPM's plan of reorganization pursuant to MPM's emergence from Chapter 11 bankruptcy on the Emergence Date. Prior to its reorganization, MPM, through a series of intermediate holding companies, was controlled by investment funds managed by affiliates of Apollo Management Holdings, L.P. Momentive, along with its subsidiaries, is a producer of silicones, silicone derivatives and functional silanes. Momentive is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. MPM Holdings reported a net loss of $163 million for the year ended Dec. 31, 2016, following a net loss of $83 million for the year ended Dec. 31, 2015. As of June 30, 2017, MPM Holdings had $2.65 billion in total assets, $2.14 billion in total liabilities and $514 million in total equity. MWI HOLDINGS: Moody's Withdraws B3 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service is withdrawing the credit ratings of MWI Holdings, Inc., including its B3 Corporate Family Rating and stable outlook following an LBO-related bank debt refinancing (referenced in Moody's press release dated September 19, 2017 for Helix Acquisition Holdings, Inc., which is the post LBO borrower) that included the repayment of the company's rated debt. Ratings withdrawn: Corporate Family Rating, B3; Probability of Default Rating, B3-PD; Senior secured first-lien revolver, B2 (LGD3); Senior secured first-lien term loan, B2 (LGD3); Senior secured second-lien term loan, Caa2 (LGD5). Stable outlook withdrawn. Helix Acquisition Holdings, Inc. (MWI), through its principal holding operating subsidiary, MWI Holdings, Inc., based in Rosemont, Illinois, is a manufacturer and designer of engineered compression and other springs, fasteners, and precision components across diverse end markets. Revenues were about $340 million for fiscal year end June 30, 2017, pro forma for the acquisition of Tri-Star Industries, a manufacturer of threaded inserts for plastics and precision machined products. MWI will be majority-owned by funds affiliated with American Securities LLC, a private equity firm. NET ELEMENT: Registers 654,929 Common Shares for Resale ------------------------------------------------------- Net Element, Inc. filed a Form S-1 registration statement with the Securities and Exchange Commission relating to the sale of up to 654,929 shares of its common stock by Cobblestone Capital Partners, LLC. The prices at which the selling stockholder may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. The Company will not receive proceeds from the sale of the shares by the selling stockholder. However, the Company may receive proceeds of up to $10 million from the sale of its common stock to the selling stockholder, pursuant to a common stock purchase agreement entered into with the selling stockholder on July 5, 2017, once the registration statement, of which this prospectus is a part, is declared effective. The selling stockholder is an "underwriter" within the meaning of the Securities Act of 1933, as amended. The Company will pay the expenses of registering these shares, but all selling and other expenses incurred by the selling stockholder will be paid by the selling stockholder. The Company's common stock is listed on the Nasdaq Capital Market under the ticker symbol "NETE." On Oct. 25, 2017, the last reported sale price per share of the Company's common stock was $5.12 per share. A full-text copy of the Form S-1 prospectus is available at: https://is.gd/6zJtVD 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. NET ELEMENT: Star Equities Has 5% Equity Stake as of Oct. 26 ------------------------------------------------------------ Star Equities LLC reported in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Oct. 26, 2017, it beneficially owns 124,455 restricted shares of common stock of Net Element, Inc., consisting of (1) 28,572 restricted shares of Common Stock issued on Nov. 23, 2015 to Star Equities pursuant to an investment agreement, (2) 28,572 restricted shares of Common Stock issuable upon exercise of the Amended Option, and (3) 67,312 restricted shares of Common Stock issuable to Star Equities, representing approximately 5.0% of the outstanding shares of Common Stock, based on (x) 2,397,825 shares of Common Stock issued and outstanding as of Oct. 20, 2017, as disclosed in the Form 8-K filed by the Issuer with the SEC on Oct. 20, 2017, plus (y) 67,312 restricted shares of Common Stock issuable to Star Equities, plus (z) 28,572 restricted shares of Common Stock issuable upon exercise of the Amended Option. As of Oct. 26, 2017, Mr. Oleg Firer is deemed to have beneficial ownership of 300,818 shares of Common Stock consisting of (1) 176,363 restricted shares of Common Stock held directly by Mr. Firer, and (2) as the sole member of Star Equities, Mr. Firer can be deemed to beneficially own the restricted shares of Common Stock beneficially owned by Star Equities (which equals to 124,455 shares as of Oct. 26, 2017), and those shares collectively represent approximately 12.0% of the outstanding shares of Common Stock, based on (x) 2,397,825 shares of Common Stock issued and outstanding as of Oct. 20, 2017, as disclosed in the Form 8-K filed by the Issuer with the SEC on Oct. 20, 2017, plus (y) 67,312 restricted shares of Common Stock issuable to Star Equities, plus (z) 28,572 restricted shares of Common Stock issuable upon exercise of the Amended Option. Mr. Firer has sole voting power and sole dispositive power with respect to 176,363 restricted shares of Common Stock and shared voting power and shared dispositive power with respect to the shares beneficially owned by Star Equities. On Oct. 20, 2017, 67,312 restricted shares of Common Stock of the Company were issued to Star Equities pursuant to the conversion of that certain promissory note dated March 1, 2017 by the Company to Star Equities LLC of the entire outstanding amount of $374,253 (including the principal amount of $348,083 and accrued and unpaid interest), for a purchase price of $5.56 per share. A full-text copy of the regulatory filing is available at: https://is.gd/7ZTygj 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. NOEL ZAMORA: $72K Sale of Texan Gardens Property to Garza Okayed ---------------------------------------------------------------- Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the Southern District of Texas authorized Noel Arturo Zamora to sell his right, title, and interest in and to Lot 12, Block 36, Texan Gardens, Hidalgo County, Texas to Jesus Garza for $72,000. On the closing of the sale transaction contemplated, which is currently scheduled for Oct. 26, 2017, the Subject Property will be transferred to Garza, free and clear of all liens, claims, interests and encumbrances, including all property taxes, if any. The Order is a final and enforceable order, and the 14-day stay set forth in Bankruptcy Rule 6004(h) is waived. Upon the sale of the Subject Property, the IRS will receive 100% of the net proceeds and the IRS will release its liens against said properties. The term "net proceeds" means the sales price reduced by outstanding real estate ad valorem taxes, realtor commissions, title insurance, appraisal costs, and other incidental costs directly associated with the sale of the property. To the extent necessary, upon payment to the IRS of the net proceeds, the Order will serve as a full and final release of the IRS liens against the Subject Property. Noel Arturo Zamora sought Chapter 11 protection (Bankr. S.D. Texas Case No. 12-50077) on March 13, 2012. NON-STOP TRANSPORT: Hires Van Horn Law Group as Counsel ------------------------------------------------------- Non-Stop Transport, LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ Van Horn Law Group, PA as counsel, nunc pro tunc to September 14, 2017. The Debtor requires Van Horn Law to: 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 US Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the Debtor in all matters pending before the court; and e. represent the Debtor in negotiation with its creditors in the preparation of a plan. Van Horn Law will be paid at these hourly rates: Chad Van Horn, Esq. $400 Associates $350 Law Clerks $175 Paralegals $175 Van Horn Law will require an initial non-refundable retainer from a third party (not Client) in the amount of $5,783 plus filing fee of $1,717. Chad Van Horn, Esq., founding partner of Van Horn Law Group, PA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Van Horn Law may be reached at: Chad Van Horn, Esq. Van Horn Law Group, PA 330 N. Andrews Avenue, Suite 450 Fort Lauderdale, FL 33301 Tel: (954) 765-3166 E-mail: chad@cvhlawgroup.com About Non-Stop Transport, LLC Non-Stop Transport, LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.Fla. Case No. 17-21405) on September 14, 2017. Chad Van Horn, Esq., at Van Horn Law Group, PA serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. NORTH CAROLINA TOBACCO: J.A. Northen Named Chapter 11 Trustee ------------------------------------------------------------- The U.S. Bankruptcy Administrator seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina of the appointment of John A. Northen as Chapter 11 Trustee in the bankruptcy case of North Carolina Tobacco International, LLC and that the case bond be set at $10,000. John A. Northen can be reached at Northen Blue, LLP Post Office Box 2208 Chapel Hill, NC 27515-2208 Telephone: 919-968-4441 The Bankruptcy Administrator has consulted with attorney John A. Northen and determined that Mr. Northen is a disinterested person willing and able to serve as Chapter 11 Trustee in this case. The Bankruptcy Administrator claims that Mr. Northen has no connection with the Debtor, creditors or any party in interest, or their respective attorneys or accountants or the Bankruptcy Administrator, or his office. The Bankruptcy Administrator has informally polled the attorneys involved in this case and present at the hearing on October 16, 2017, and has heard no objection to Mr. Northen. The U.S. Bankruptcy Administrator can be reached through: Sarah D. Bruce, Esq. Staff Attorney U. S. Bankruptcy Administrator Middle District of North Carolina 101 S. Edgeworth Street Greensboro, NC 27401 Phone: (336) 358-4170 About North Carolina Tobacco International North Carolina Tobacco International, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-51077) on October 10, 2017. William A. Barbee, the court-appointed receiver for the Debtor's assets, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $1 million. The Debtor is represented by Richard S. Wright, Esq. of Moon Wright & Houston, PLLC. Judge Benjamin A. Kahn presides over the case. NUTRACEUTICAL INT'L: Moody's Assigns B2 CFR; Outlook Stable ----------------------------------------------------------- Moody's Investors Service assigned a first-time B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating (PDR) to Nutraceutical International Corporation, formerly known as Nutrition Sub, Inc., (dba "Nutraceutical"). Moody's also assigned a B1 rating to the company's senior secured first lien bank credit facilities, consisting of a $20 million 5-year first lien revolver and a $230 million 6-year first lien term loan. Proceeds from the term loan, along with a $95 million second lien term loan (not rated), $1.5 million of borrowings under the revolver and cash equity were used to finance the acquisition of Nutraceutical by private equity firm HGGC, LLC. The ratings outlook is stable. The following ratings were assigned: Nutraceutical International Corporation Corporate Family Rating at B2 Probability of Default Rating at B2-PD $20 Million Senior Secured First Lien Revolving Credit Facility due 2022 at B1 (LGD3) $230 Million Senior Secured First Lien Term Loan due 2023 at B1 (LGD3) Outlook at Stable RATINGS RATIONALE The ratings reflect Nutraceutical's relatively high financial leverage of about 5.4x debt/EBITDA, and moderate scale when compared to other corporate issuers within the same industry. The rating is supported by Nutraceutical's portfolio of well-known brands, good channel diversification, as well as the growth potential of the vitamin, mineral, and nutritional supplement ("VMNS") industry. This growth is due, in part, to the aging population, with older adults consuming more VMNS products. The stable outlook reflects the company's relatively high financial leverage. While Moody's expects the company to generate good organic growth, leverage will remain high through the upcoming year. The ratings could be downgraded if operating performance deteriorates, liquidity weakens or the company makes a sizable debt financed acquisition or material shareholder friendly distribution. Specifically, the ratings could be downgraded if debt to EBITDA is sustained above 6.0x. The ratings could be upgraded should Nutraceutical meaningfully improve its scale and operating performance, and debt to EBITDA is maintained below 4.5x times. Nutraceutical, headquartered in Park City, Utah, is a manufacturer and distributor of dietary supplements, personal care and healthy foods. The company is focused primarily in the health food store channel. Some of the company's core products include Solaray, Kal, Zhou Nutrition, Dynamic Health, Life-Flo and Heritage Store. The company is owned by private equity firm HGGC, LLC. Nutraceutical generates roughly $235 million in annual revenues. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. PACIFIC ALLIANCE: Taps Durham Jones & Pinegar as Bankr. Counsel --------------------------------------------------------------- Pacific Alliance Corporation seeks authority from the United States Bankruptcy Court for the District of Utah, Central Division, to employ Durham Jones & Pinegar, P.C. as its bankruptcy counsel effective as of October 12, 2017. Durham Jones' hourly billing rates for the lawyers likely to perform services in this case are: Kenneth L. Cannon II $400 Penrod W. Keith $380 Hourly billing rates for other attorneys who may be involved in Durham Jones' representation of the Debtor range from $175 to $450. Kenneth L. Cannon II, Esq. attests that Durham Jones is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtor's estate; and Durham Jones has no connection to the Debtor, its creditors, or its related parties. The Counsel can be reached through: Kenneth L. Cannon II, Esq. Penrod W. Keith, Esq. DURHAM JONES & PINEGAR, P.C. 111 East Broadway, Suite 900 PO Box 4050 Salt Lake City, UT 84110-4050 Tel: (801) 415-3000 Fax: (801)415-3500 Email: kcannon@djplaw.com pkeith@djplaw.com About Pacific Alliance Corporation Pacific Alliance Corporation is the holding company for Superior Filtration Products, LLC and Star Leasing Inc. Superior is in the business of retail residential and commercial/industrial air filter frame and housing manufacturing for the clean air industry. Star Leasing, Inc., is in the trucking industry and is a general commodity carrier. Based in North Salt Lake, Utah, Pacific Alliance Corporation filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-28911) on October 12, 2017. The petition was signed by Steven K. Clark, president. Judge: Hon. Kimball R. Mosier presides over the case. Kenneth L. Cannon, II, Esq. at Durham Jones & Pinegar, P.C. represents the Debtor as counsel. At the time of filing, the Debtor estimates $2.80 million in assets and $3.38 million in liabilities. PALMDALE HILL: SunCal Management is Insider, Court Rules -------------------------------------------------------- Plaintiff Stephen M. Speier, as chapter 11 trustee for debtor SunCal Marblehead, LLC, brought a motion for partial summary adjudication that defendant SunCal Management, LLC, was an insider of the Debtor, in support of the Trustee's claim for preferential transfer, asserting that the Debtor paid over $931,000 to SCM for management fees in the year prior to the Debtor's petition date. In May 2012, the Trustee filed the 12 subject complaints against the Defendants seeking to recover substantial payments for management fees and expenses made by the twelve relevant SunCal Debtors to SCM during the four-year period prior to each SunCal Debtor's bankruptcy. These asserted claims are for breach of contract, restitution/unjust enrichment, fraudulent transfer, and preferential transfer. The twelve debtors involved in these adversary proceedings are in turn part of a larger related group of twenty-six debtors -- the SunCal Debtors -- that were formed to develop residential real estate projects in the Western United States. The Debtor's project was located in Orange County and is referred to as the "Marblehead Project." The Defendant SCM was formed to provide development management services to the SunCal Debtors. The Defendant Argent Management, Inc. allegedly also provided management services to the Debtors and is allegedly a successor-in-interest, alter ego, etc. of SCM. Each of the Projects had received funding from Lehman Brothers Holding, Inc. and related entities, which had first-priority deeds of trust and equity interests in each Project, and had also agreed to provide continuing funding. Lehman's failure to provide that funding appears to have precipitated the chapter 11 filings (seventeen voluntary and nine involuntary) of the SunCal Debtors in November 2008. The Debtor is owned 100% by SunCal Marblehead Mezz Borrower, LLC (later known as SunCal Marblehead Heartland Master LLC, the "Parent"), which in turn is owned 100% by SunCal Master JV, LLC ("Grandparent"). The Grandparent is owned 15% by SCC JV Ventures, LLC and 85% by the Lehman entity SC Master Holdings II, LLC (the "Lehman Fund"). The Lehman Fund and SCC JV Ventures entered into a Limited Liability Company Agreement for the Grandparent, under which the Lehman Fund was "Manager" of the Grandparent and SCC JV was the "Operating Member." As Operating Member, SCC JV had the responsibility for the day-to-day operation of the Project, subject to the supervision of the Manager and compliance with the Project Budget and Plan. To execute its responsibilities, SCC JV was authorized to enter into a development management agreement for the Marblehead Project "with an entity that is at all times controlled by Bruce Elieff." SCC JV accordingly entered into a Development Management Agreement with SCM ("DMA"). The Debtor had no employees. SCM was the Debtor's "developer operator and "management company," responsible for managing the work necessary to develop and sell the Project on the Debtor's behalf. SCM managed the development of the Project from 2005 to 2008, and performed all of the day-to-day operations relating to the Project. Thus, SCM as the Debtor's managing agent, is an insider under Section 101(31)(F). A "managing agent" has been held to be an entity that exerts or could exert "operational control" over the debtor. SCM's invoices were processed and paid through the Debtor's usual vendor payment process. Vendor payments did not occur until SCM, the Debtor, and Lehman had agreed to the current project budget and plan. SCM would then submit (usually monthly) draw requests pursuant to that Project Budget to Lehman. The draw request would be based on vendor invoices that had been reviewed and approved by SCM and would identify the amount payable to each vendor. Payments made under this process included $931,007.50 paid to SCM on December 31, 2007. SCM was also an insider of the Debtor's affiliate (Bruce Elieff), making SCM an insider. SCM and the other SunCal entities were inter-related, primarily through Bruce Elieff, who: (a) owned 100% of and served as Manager of SCM; (b) served as the President of the Debtor; (c) served as the Manager of SCC JV, which owned 15% of the Grandparent, had responsibility for the day-to-day operation of the Marblehead Project (subject to supervision by the Lehman Fund) under the Grandparent Operating Agreement, and engaged SCM under the DMA; and (d) owned 100% of and served as President of SCC Acquisitions, Inc. (SCC Acquisitions), which owned a majority interest in SCC Acquisitions, LLC, which in turn owned 100% of SCC JV. SCM's general counsel, Bruce Cook, was also SCC JV's general counsel and had executed the DMA on behalf of both SCM and SCC JV. He also drafted the Debtor's LLC agreement. Frank Faye, SCM's Chief Operating Officer, was also an officer of the Debtor. However, SCM had no ownership interest in the Debtor. SCM was the Debtor's affiliate, making SCM an insider. Frank Faye, SCM's Chief Operations Officer, testified that SCM was the Debtor's "developer operator" and "management company." Under the DMA, SCM was tasked with providing "all development and construction services" for the development of the Marblehead Project. Accordingly, Judge Geraldine Mund of the U.S. Bankruptcy Court for the Central District of California concludes that the Plaintiff Stephen M. Speier, as chapter 11 trustee for debtor SunCal Marblehead, LLC, has established that -- as a matter of undisputed fact -- SunCal Management is an "insider" of the Debtor because it was a "managing agent" of the Debtor within the meaning of 11 U.S.C. (31)(F) and a non-statutory insider of the Debtor. The Court points out that however much control Lehman may have had over the Project, the Project Budgets, the draw requests, and the vendor payments, it is undisputed that SCM processed, reviewed, and paid its own invoices on the Debtor's behalf. An SCM employee actually issuing the Debtor's payment to SCM was not a transaction conducted "as if the parties were strangers." A conflict of interest does not require nefarious behavior by SCM, merely the potential for abuse, which existed. The Court holds that these payments to SCM cannot be called "arms' length transactions." The case is In re: Palmdale Hills Property, Inc. and related Debtors, Chapter 11, Debtor(s). Steven M Speier, Plaintiff(s), v. Argent Management, LLC, SunCal Management LLC, Defendant(s), Case No. 8:08-bk-17206-ES, Adv No. 1:16-ap-01120-GM, (Bank. C.D. Cal.). A full-text copy of the Memorandum of Decision dated October 12, 2017, is available at http://tinyurl.com/yca4enrlfrom Leagle.com. Steven M Speier, Plaintiff, represented by: Heather B. Dillion, Esq. Gary A. Pemberton, Esq. Shulman Hodges & Bastian LLP 100 Spectrum Center Drive, Suite 600 Irvine, CA 92618 Phones: 949-427-1654/949-340-3400 Fax: 949-340-3000 -- and -- Mike D. Neue, Esq. Dynamic Law Group, P.C. 420 Bell Street, Suite 202 Edmonds, WA 98020 Phone: (206) 504-3108 Fax: (877) 461-6122 SunCal Management LLC, is represented by: Craig H. Averch, Esq. Doah Kim, Esq. White & Case LLP 555 South Flower Street, Suite 2700 Los Angeles, California 90071-2433 Telephone: 213 620 7700 Facsimile: 213 452 2329 Email: caverch@whitecase.com doah.kim@whitecase.com About SunCal Companies SunCal Companies -- http://www.suncal.com/-- has more than 250,000 residential lots and 10 million square feet of commercial space in various stages of development throughout California, Arizona, Nevada and New Mexico. Gramercy Warehouse Funding LLC and several creditors filed involuntary petitions each against LBREP/L-SunCal Master I LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11, 2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and 08-15640). Daniel H. Reiss, Esq., at Levene, Neale, Bender, Rankin & Brill represents the petitioners. SunCal affiliates led by Palmdale Hills Property, LLC, filed voluntary Chapter 11 petitions (Bankr. C. D. Calif. Case No. 08-17206) on Nov. 6, 2008. Affiliates that also filed separate Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and SJD Development Corp. Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents Palmdale Hills in its restructuring effort. The Company estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. PASSAGE MIDLAND: PCO Files 3rd 60-Day Report -------------------------------------------- Suzanne E. Messenger, the patient care ombudsman for Passage Midland Meadows Operations, LLC, filed her third 60-day report regarding the facility's quality of patient care. The West Virginia Long-term Care Ombudsman Program received two complaints regarding Midland Meadows for this reporting period. One complaint was an allegation of physical abuse. This complaint was verified and resolved to the resident's satisfaction. Midland Meadows investigated the incident promptly and took steps to protect the resident and prevent further abuse/neglect. The second complaint is an allegation of financial exploitation. The alleged perpetrator is not a staff person. This investigation is on-going. The PCO conducted two monitoring visits on Sept. 18 and Oct. 12, 2017. During these visits, they visited with as many residents who were willing and able to speak with them. No issues or problems were reported. Resident medical records are stored in central locations in their respective units. Confidentiality of records appears well maintained. Medical, linen, kitchen, and emergency supplies are well stocked. Various staff, including but not limited to, nurses, aides, maintenance and kitchen staff, were interviewed and all report having adequate supplies to perform their duties with no change post-filing. Two meal services were observed. Both meals appeared fresh, appetizing and of appropriate portions. Residents appeared to enjoy the dining experiences. The Passage Midland Meadows facility is one of three similar operations under the management of Passages Healthcare Properties, LLC, headquartered in Puerto Rico. Puerto Rico has been devastated by two recent hurricanes, Irma & Maria. While the corporate location has obviously been impacted, its business operations at Midland Meadows appear unaffected and have continued normally. A full-text copy of the PCO's Third Report dated Oct. 17, 2017, is available at: http://bankrupt.com/misc/wvsb3-17-30092-457.pdf About Passage Midland, et al. Passage Healthcare -- http://passagehealthcare.net-- is a senior living care provider founded in 2013 by Andrew Turner and William Lasky. Passage Midland Meadows Operations, LLC and three affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. S.D. W.Va. Lead Case No. 17-30092) on March 13, 2017. The affiliates are Passage Healthcare Property, LLC; Passage Longwood Manor Operations, LLC; and Passage Village of Laurel Run Operations, LLC. The Debtors operate a senior health care facility in Pennsylvania known as The Village of Lauren Run. The petitions were signed by Andrew Turner, member-manager of Passage Healthcare, LLC, manager of Passage Midland. Passage Midland estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. The Hon. Frank W. Volk presides over the cases. Jackson Kelly PLLC is the Debtors' bankruptcy counsel. Capozzi Adler, PC, is the Debtors' special counsel, required to provide services related to Pennsylvania regulatory and licensing compliance and Medicare, and Medicaid payment and compliance. Judy A. Robbins, the U.S. Trustee for Region 4, appointed Margaret Barajas as the Patient Care Ombudsman for two of the Debtors: Passage Village of Laurel Run Operations and Passage Longwood Manor Operations. An official committee of unsecured creditors has not been appointed in the Debtors' cases, according to a court docket. PASSAGE VILLAGE: PCO Files 3rd 60-Day Report for Lauren Run ----------------------------------------------------------- Margaret Barajas, the patient care ombudsman for Passage Village of Laurel Run Operations, LLC, filed with the U.S. Bankruptcy Court for the Southern District of West Virginia a third 60-day report for Passage Village of Lauren Run. The PCO notes that there were numerous concerns reported to the ombudsmen during this period, none of a serious nature. Residents also report that they are able to express their concerns at resident council meetings and when they do so, staff is responsive. During this reporting period, local ombudsmen documented interaction with 74 residents, 3 family members, as well as 14 staff. On August 22, 2017, one resident indicated that resident activities have been reduced and that they are not going out as much as before. There do not appear to be any concerns involving supply acquisition, vendors, utilities, or other external support factors. A full-text copy of the PCO's Third 60-Day Report is available at: http://bankrupt.com/misc/wvsb3-17-30092-460.pdf About Passage Midland, et al. Passage Healthcare -- http://passagehealthcare.net-- is a senior living care provider founded in 2013 by Andrew Turner and William Lasky. Passage Midland Meadows Operations, LLC and three affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. S.D. W.Va. Lead Case No. 17-30092) on March 13, 2017. The affiliates are Passage Healthcare Property, LLC; Passage Longwood Manor Operations, LLC; and Passage Village of Laurel Run Operations, LLC. The Debtors operate a senior health care facility in Pennsylvania known as The Village of Lauren Run. The petitions were signed by Andrew Turner, member-manager of Passage Healthcare, LLC, manager of Passage Midland. Passage Midland estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. The Hon. Frank W. Volk presides over the cases. Jackson Kelly PLLC is the Debtors' bankruptcy counsel. Capozzi Adler, PC, is the Debtors' special counsel, required to provide services related to Pennsylvania regulatory and licensing compliance and Medicare, and Medicaid payment and compliance. Judy A. Robbins, the U.S. Trustee for Region 4, appointed Margaret Barajas as the Patient Care Ombudsman for two of the Debtors: Passage Village of Laurel Run Operations and Passage Longwood Manor Operations. An official committee of unsecured creditors has not been appointed in the Debtors' cases, according to a court docket. PASSAGE VILLAGE: PCO Files 3rd 60-Day Report for Longwood --------------------------------------------------------- Margaret Barajas, the appointed patient care ombudsman for Passage Longwood Manor Operations, LLC, filed with the U.S. Bankruptcy Court for the Southern District of West Virginia a third 60-day report for Passage Longwood Manor. The PCO reports that care staffing continues to be stable. The concerns notwithstanding, PA Department of Human Services indicates that minimum to above-required staffing ratios is being maintained. Tracey Lawson continues to serve as part-time temporary administrator until a permanent replacement is found. The time frame for her replacement has been extended to six months. As of this date, Neil Weidman, Community Relations Director has resigned to take a position with a different Lancaster county personal care home. The payroll concerns continued throughout this reporting period. On Sept. 9, 2017, Director of Nursing, Patricia Hackman spoke privately with Ombudsman Bill Kelley. She reported the following: * Her own paycheck has bounced, and the last few staff who resigned cited bouncing paychecks as the reason. * Providers are now refusing to deliver or render services until Longwood pays their outstanding bills. One example -- the company that supplies security bracelets for the locked unit. * Some home care agencies will no longer provide staff to Longwood, presumably because of unpaid bills. * 13 staff have left. * Residents' health has not been affected "yet" but she is concerned it will. * Longwood is still within DHS staffing ratio guidelines, so technically they may not be violating that regulation. * Hackman is willing to speak by phone about this using her personal cell (717) 824-6220. She is also willing to meet in person if needed, but not at the facility. A full-text copy of the PCO's Third 60-Day Report dated Oct. 17, 2017, is available at: http://bankrupt.com/misc/wvsb3-17-30092-461.pdf About Passage Midland, et al. Passage Healthcare -- http://passagehealthcare.net-- is a senior living care provider founded in 2013 by Andrew Turner and William Lasky. Passage Midland Meadows Operations, LLC and three affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. S.D. W.Va. Lead Case No. 17-30092) on March 13, 2017. The affiliates are Passage Healthcare Property, LLC; Passage Longwood Manor Operations, LLC; and Passage Village of Laurel Run Operations, LLC. The Debtors operate a senior health care facility in Pennsylvania known as The Village of Lauren Run. The petitions were signed by Andrew Turner, member-manager of Passage Healthcare, LLC, manager of Passage Midland. Passage Midland estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. The Hon. Frank W. Volk presides over the cases. Jackson Kelly PLLC is the Debtors' bankruptcy counsel. Capozzi Adler, PC, is the Debtors' special counsel, required to provide services related to Pennsylvania regulatory and licensing compliance and Medicare, and Medicaid payment and compliance. Judy A. Robbins, the U.S. Trustee for Region 4, appointed Margaret Barajas as the Patient Care Ombudsman for two of the Debtors: Passage Village of Laurel Run Operations and Passage Longwood Manor Operations. An official committee of unsecured creditors has not been appointed in the Debtors' cases, according to a court docket. PEABODY ENERGY: Bankr. Court Discharges Greenhouse Gas Suits ------------------------------------------------------------ Judge Barry S. Schermer of the U.S. Bankruptcy Court for the Eastern District of Missouri granted Peabody Energy Corporation, et al.'s motion for an entry of an order enforcing the discharge and injunction provisions set forth in the Debtors' Chapter 11 plan and confirmation order with respect to three separate complaints filed in California state courts by Plaintiffs the County of San Mateo, the City of Imperial Beach, and the County of Marin. The voluminous complaints name nearly 40 defendants and mention PEC in only four numbered paragraphs. They allege that the Defendants are responsible for greenhouse gas emissions between 1965 and 2015. They also allege that greenhouse gas emissions have led to sea level rise and damages to the Plaintiffs' property that by 2050 the emissions will lead to "extreme flooding" on California's Pacific coasts and rising sea levels in the Plaintiffs' jurisdictions. The Plaintiffs assert eight causes of against "Peabody Energy Corp." and the other defendants: (1) one count (First Cause of Action) for public nuisance on behalf of the People of the State of California; and (2) seven counts on behalf of either the County of San Mateo, the City of Imperial Beach, California or the County of Marin, for public nuisance (Second Cause of Action), strict liability for failure to warn (Third Cause of Action), strict liability for design defect (Fourth Cause of Action), private nuisance (Fifth Cause of Action), negligence (Sixth Cause of Action), negligence for failure to warn (Seventh Cause of Action), and trespass (Eighth Cause of Action). The Plaintiffs contend that, regardless of whether the EPA Settlement applies, the First Cause of Action in each Complaint is not barred by the Plan discharge and injunction because it does not set forth a "Claim" or a "Liability" as those terms are defined in the Bankruptcy Code and the Plan. The discharge and injunction provisions discharge the Debtors from all Claims or other Liabilities arising on or before the Effective Date. The Plaintiffs argue that the definitions of Claim and Liability are focused solely on monetary (as opposed to equitable) obligations but the First Causes of Action seek only equitable relief. According to the Plaintiffs, since the First Cause of Action in each Complaint is brought in the name of the People of the State of California, it is only entitled to seek equitable relief and cannot form the basis for a Claim. The Court disagrees with the Plaintiffs' contention that they do not assert a Claim in the First Causes of Action. The Plaintiffs themselves included specific language in the First Causes of Action asking for monetary damages. They allege that "Defendants' conduct . . . , justif[ies] an award of punitive and exemplary damages in an amount subject to proof at trial, and justifying equitable disgorgement of all profits Defendants obtained through their unlawful and outrageous conduct." And the Prayer for Relief at the end of each Complaint, which applies to all eight Causes of Action, also asks for compensatory and punitive damages and disgorgement of profits. In addition, each Complaint includes a Second Cause of Action which is brought by the individual county or city on its own behalf for public nuisance. It is undisputed that the Second Causes of Action seek damages. But the real party-in-interest in the First Causes of Action and the Second Causes of Action in each Complaint is the same, the county or city. Because the Plaintiffs chose not to participate in PEC's bankruptcy (including their decision not to file a claim), any pre-petition or pre-Effective Date claim they may have had was discharged. Plaintiffs' asserted claims against the Reorganized Debtors do not fall within the exceptions to the discharge of the EPA provisions. Accordingly, the Motion of Reorganized Peabody Energy Corporation for Entry of an Order Enforcing the Discharge and Injunction Set Forth in the Confirmation Order and Plan is granted in that: (1) the Plaintiffs are enjoined from prosecuting the PEC Causes of Action; and (2) the Plaintiffs must promptly dismiss the PEC Causes of Action with prejudice. A full-text copy of Judge Schermer's Memorandum Opinion dated Oct. 24, 2017, is available at: http://bankrupt.com/misc/moeb16-42529-3514.pdf About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation -- http://www.PeabodyEnergy.com/-- claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the U.S. and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are jointly administered before the Honorable Judge Barry S. Schermer under (Bankr. E.D. Mo. Case No. 16-42529). As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee on April 29, 2016, appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel, Spencer Fane LLP as local counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Blackacre LLC as its independent expert, and Berkeley Research Group, LLC, as financial advisor. On March 17, 2017, the U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, entered an order confirming the Second Amended Joint Plan of Reorganization of Peabody Energy Corporation, et al., as Revised March 15, 2017. At 4:01 p.m. (Eastern Time), on April 3, 2017, the Effective Date of the Plan occurred. PENICK PRODUCE: Court Dismisses Bid to Appoint Trustee ------------------------------------------------------ Parties in Penick Produce Company, Inc., et al.'s bankruptcy case have agreed to the withdrawal and dismissal of the motion filed by the Official Unsecured Creditors' Committee to convert to Chapter 7, or, in the alternative motion to appoint trustee, based in part upon the testimony provided to the Court on September 7, 2017, and upon the updates of provided by the Debtors. Accordingly, Judge Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi has withdrawn and dismissed the Official Unsecured Creditors' Committee's Motion to Convert to Chapter 7, or in the alternative, Motion to Appoint Trustee. Attorney for Official Unsecured Creditors' Committee: Derek A. Henderson, Esq. 1765-A Lelia Drive, Suite 103 Jackson, MS 39216 Phone: (601) 948-3167 Email: derek@derekhendersonlaw.com Counsel for the Debtors: Douglas C. Noble, Esq. McCraney, Montagnet, Quin & Noble, PLLC 602 Steed Road, Suite 200 Ridgeland, MS 39157 Phone: (601) 707-5725 Email: dnoble@mmqnlaw.com About Penick Produce Company Founded in 1991, Penick Produce Co., Inc., is a small organization in the fresh fruits and vegetable companies industry located in Vardaman, Mississippi. Penick Produce, Co., and affiliates Penick Business LP and Penick LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Lead Case No. 17-11522) on April 26, 2017. The petitions were signed by Robert A. Langston, president. At the time of the filing, Penick Produce estimated assets at $10 million to $50 million and debt at $1 million to $10 million. Judge Jason D. Woodard presides over the cases. The Debtors are represented by Douglas C. Noble, Esq., at McCraney, Montagnet, Quin & Noble, PLLC. The Debtors tapped Legacy Capital, Inc. as investment banker. An official committee of unsecured creditors was appointed by the U.S. Trustee on May 16, 2017, and modified on May 18, 2017. The committee retained the Law Office of Derek A. Henderson, as counsel. PERFORMANCE SPORTS: Settles Securities Class Action in New York --------------------------------------------------------------- Old PSG Wind-down Ltd. (formerly, Performance Sports Group Ltd.) on Oct. 27, 2017, disclosed that the Company and its affiliated debtors (collectively, the "Debtors") have reached an agreement in principle to settle the claim asserted against the Company by the Plumbers & Pipefitters National Pension Fund, in its capacity as court-appointed lead plaintiff (the "Lead Plaintiff") in the securities class action litigation styled as Nieves v. Performance Sports Group Ltd., et al., Case No. 1:16-CV-3591-GHW (S.D.N.Y.) and any potential objection of the Lead Plaintiff to the joint Chapter 11 plan of liquidation (the "Plan") put forward by the Company. The settlement is conditional on, among other things, the approval of the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") and the Ontario Superior Court of Justice (Commercial List) (the "Canadian Court") which will be sought in the Debtors' jointly administered Chapter 11 cases pending in the Bankruptcy Court and the CCAA proceedings pending before the Canadian Court in conjunction with confirmation of the Plan and a companion approval order. The Bankruptcy Court and Canadian Court are jointly overseeing the Debtors' restructuring proceedings. About Performance Sports Exeter, N.H.-based Performance Sports Group Ltd. -- http://www.PerformanceSportsGroup.com/-- is a developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the District of Delaware and commenced proceedings under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice. The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation Inc. The Canadian Debtors are: Performance Sports Group Ltd.; KBAU Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer Performance Sports Uniforms Corp.; and Performance Lacrosse Group Corp. The Debtors hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as investment banker to the special committee; Alvarez & Marsal North America, LLC, as restructuring advisor; Joele Frank, Wilkinson, Brimmer, Katcher as communications & relations advisor; KPMG LLP as auditors; and Prime Clerk LLC as notice, claims, solicitation and balloting agent. Ernst & Young LLP is the monitor in the CCAA cases. The Monitor tapped Thornton Grout Finnigan LLP, Allen & Overy LLP, and Buchanan Ingersoll & Rooney PC as attorneys. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10, 2016, appointed three creditors of BPS US Holdings, Inc., parent of Performance Sports, to serve on the official committee of unsecured creditors. The Creditors' Committee retained by Blank Rome LLP as counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and Province Inc. as financial advisor. The U.S. Trustee appointed a committee of equity security holders. The equity committee is represented by Natalie D. Ramsey, Esq., and Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP; and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll, Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP. The U.S. Court appointed M.J. Renick & Associates LLC as the fee examiner. * * * As reported by the Troubled Company Reporter, effective as of Feb. 27, 2017, the Company consummated the sale of substantially all of the assets of the Company and its North American subsidiaries, including its European and global operations, pursuant to an asset purchase agreement, dated as of Oct. 31, 2016, as amended, by and among the Sellers, 9938982 Canada Inc., an acquisition vehicle co-owned by affiliates of Sagard Holdings Inc. and Fairfax Financial Holdings Limited, and the designated purchasers party thereto, for a base purchase price of US$575 million in aggregate, subject to certain adjustments, and the assumption of related operating liabilities. The transaction was the culmination of the process commenced by the Sellers pursuant to creditor protection proceedings launched on Oct. 31, 2016, in the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act, and in the U.S. Bankruptcy Court for the District of Delaware under Chapter 11 of the Bankruptcy Code, as amended. The Company conducted a court-supervised sale and auction process as part of its Canadian and U.S. court proceedings. The bid made by the Purchaser served as the "stalking horse" bid for purposes of the process and was ultimately determined to be the successful bid in accordance with the related court approved bidding procedures. In accordance with, and pursuant to, the terms and conditions of the Agreement, the Company has changed its name to "Old PSG Wind-down Ltd." from "Performance Sports Group Ltd." effective as of March 20, 2017. BPS US Holdings Inc. changed its name to Old BPSUSH Inc. On August 25, 2017, the Debtors filed their Plan of Liquidation and related Disclosure Statement. On October 19, 2017, the Debtors filed their modified Plan of Liquidation and modified Disclosure Statement. PLAZA BROADWAY: Hires Quilling Selander Lownds as Counsel --------------------------------------------------------- Plaza Broadway LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Quilling, Selander, Lownds, Winslett & Moser, PC as general. The Debtor requires Quilling Selander to: a. furnish legal advice to the Debtor with regard to its powers, duties and responsibilities as a debtor-in-possession and the continued management of his affairs and assets under chapter 11; b. prepare, for and on behalf of the Debtor, all necessary applications, motions, answers, orders, reports and other legal papers; c. prepare a disclosure statement and plan of reorganization and other services incident thereto; d. investigate and prosecute preference and fraudulent transfers actions arising under the avoidance powers of the Bankruptcy Code; and e. perform other legal services for the Debtor which may be necessary. Quilling Selander will be paid at these hourly rates: Shareholders $275 - $425 Associates $225 - $275 Paralegals $100 - $120 Quilling Selander received a retainer of $10,000 John Paul Stanford, Esq., partner in the law firm of Quilling, Selander, Lownds, Winslett & Moser, 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. Quilling Selander may be reached at: John Paul Stanford, Esq. Quilling, Selander, Lownds, Winslett & Moser, P.C. 2001 Bryan Street, Suite 1800 Dallas, TX 75201 Tel: (214) 880-1805 Fax: (214) 871-2111 Email: jstanford@qslwm.com Plaza Broadway Retail Group, LLC Plaza Broadway Retail Group, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 17-30247) on January 22, 2017. Eric A. Liepins, PC served as bankruptcy counsel but was later replaced by Quilling, Selander, Lownds, Winslett & Moser, PC. The Debtor's assets and liabilities are both below $1 million. POWELL VALLEY HEALTH: Plan Voting Deadline Set for December 1 ------------------------------------------------------------- The deadline to vote to accept or reject Powell Valley Health Care, Inc.'s Second Amended Chapter 11 Plan Plan of Reorganization dated as of September 26, 2017, is December 1, 2017, according to the Debtor's latest disclosure statement filed with the U.S. Bankruptcy Court for the District of Wyoming. The Debtor has estimated Class 1 allowed priority claims of $29,000. Each holder of an allowed priority claim against the Debtor will receive either: (a) cash in the amount of such holder's allowed priority claim; or (b) such other treatment as may be agreed upon by the Debtor and such holder. Estimated recovery under the Plan is 100% of allowed priority claim. Class 1 is unimpaired by the Plan. Class 2 is the allowed secured claims of Fist Bank of Wyoming which is estimated to be $1,143,761. Fist Bank of Wyoming is impaired by the Plan. First Bank of Wyoming will receive deferred cash payments in accordance with the following terms: (a) Loan # 120000084, with a current balance of approximately $203,806.79, will continue to bear interest at the interest rate of 4.24%. The monthly payments due thereunder will equal $12,207.26, with a final payment of all principal and interest then due on the loan to be made on the maturity date. The maturity date of the loan will be May 10, 2019. (b) Loan # 920120181, with a current principal balance of $900,000.00, plus an additional $39,954.61 in accrued and accruing attorneys’ fees and expenses, will continue to bear interest at the interest rate of 4.00% (fully variable at prime rate + 0.00% (currently 4.25%) with a floor of 4.00% and a ceiling of 7.25%). The monthly (interest only) payments due thereunder will equal approximately $3,000.00. This loan will be an interest only loan until May 10, 2019, at which time this loan will be fully amortized at an approximate monthly payment of $15,237.74, until the loan is paid in full (approximately March, 2025). Each holder under Class 3, allowed Trust Personal Injury Claim will receive: (a) its allocation of the Personal Injury Trust Assets in accordance with the Plan; (b) the Debtor will release any claims for outstanding medical bills owed as of the Petition Date by the individual Tort Claimants to the Debtor, and/or over which the Debtor has control; (c) the Debtor will release any claims for outstanding medical bills owed as of the Effective Date by the individual Tort Claimants to the Debtor and/or any person or entity over which the Debtor has control relating to medical services provided to a Tort Claimant by Hansen; (d) their per capita amount of the HealthTech and Patten Settlement; and, (e) the Debtor's support of remand of the HealthTech related cases. The Debtor has estimated allowed Trade Claims of $500,000 under Class 4. Each holder of an allowed trade claim against the Debtor will receive its allowed trade claim, in full, and in cash without interest, in four equal quarterly payments beginning the later of thirty days after the Effective Date or the date such Trade Claim becomes an Allowed Claim. Prior to the Debtor making any such payments, the amount of such holder's allowed trade claim will be reduced by applying the full amount of any postpetition deposit paid by the Debtor to such holder as adequate assurance of future performance to such holder's Allowed Trade Claim. Class 8 will consist of all allowed Tardy Claims and allowed Rejection Claims. Each holder of an allowed Tardy Claim and/or an allowed Rejection Claim falling within Class 8 will receive under the Plan its pro-rata share of $10,000 in Cash within thirty days after final adjudication of all contested Tardy Claims and Rejection Claims, but will not receive any interest in any of the Personal Injury Trust Assets (unless the Court after notice and a hearing specifically orders otherwise prior to or on the Confirmation Date). The Debtor will continue to operate its business as Debtor in Possession, subject to the oversight of the Bankruptcy Court. Post-Effective Date, the Debtor will be reorganized pursuant to the Plan and continue to exist as Powell Valley Health Care, Inc. A full-text copy of the Second Amended Disclosure Statement, dated October 12, 2017, is available at http://tinyurl.com/y79pfmt4 Attorneys for the Debtor: Bradley T. Hunsicker, Esq. Jennifer Salisbury, Esq. John F. Young, Esq. (Pro Hac Vice) Markus Williams Young & Zimmermann LLC 106 E. Lincolnway, Suite 300 Cheyenne, WY 82001 Telephone (307) 778-8178 Facsimile (307) 778-8953 Email: bhunsicker@MarkusWilliams.com jsalisbury@MarkusWilliams.com jyoung@MarkusWilliams.com About Powell Valley Health Care Inc. Powell Valley Health Care, Inc., provides healthcare services to the greater-Powell, Wyoming community. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Wyo. Case No. 16-20326) on May 16, 2016. The petition was signed by Michael L. Long, CFO. The case is assigned to Judge Cathleen D. Parker. The Debtor estimated assets and debts at $10 million to $50 million at the time of the filing. The Debtor is represented by Bradley T. Hunsicker, Esq., at Markus Williams Young & Zimmermann LLC. The Debtor has retained Hammond Hanlon Camp, LLC as its financial advisor and investment banker. The United States Trustee appointed Larry Heiser, Veronica Sommerville, Michelle Oliver, and Joetta Johnson to serve on the Official Committee of Unsecured Creditors. The Creditors' Committee tapped Spencer Fane LLP as counsel and EisnerAmper LLP as its accountant. No trustee or examiner has been appointed in the case. PUERTO RICO: Governor Cancels $300M Power Contract -------------------------------------------------- Andrew Scurria, writing for The Wall Street Journal Pro Bankruptcy, reported that Gov. Ricardo Rossello of Puerto Rico said he would cancel a $300 million reconstruction contract with a little-known Montana energy firm, saying the controversial agreement was detracting from the U.S. territory's disaster response. According to the report, the governor announced the cancellation in a press conference after the Federal Emergency Management Agency and multiple members of Congress said they had significant concerns with the decision by Puerto Rico's power authority to award the contract to Whitefish Energy Holdings LLC. In a statement, FEMA said it had questions about how the deal's prices were negotiated and was talking with the public electricity monopoly known as Prepa and its legal advisers about how the contract was procured, the report related. Questions surrounding the Whitefish deal intensified as federal officials began scrutinizing the U.S. territory's disaster-recovery spending, the report further related. More than a month after Hurricane Maria destroyed much of Puerto Rico's electrical grid, service has been restored to less than a third of the island's power customers, the report noted. Whitefish, which was hired to rebuild the downed power grid, had about 350 workers on the ground in Puerto Rico as well as 2,500 tons of heavy equipment for rebuilding electricity lines, but the firm's small size and limited record, as well as the terms of its contract, have raised concerns around management of the flow of federal disaster-relief dollars to the island, the report pointed out. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., Franklin Advisers, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $3.5 billion in COFINA Bonds and over $2.9 billion in other bonds issued by Puerto Rico and other instrumentalities, including over $1.8 billion of Puerto Rico general obligation bonds ("GO Bonds"). White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC, Monarch Alternative Capital LP, Senator Investment Group LP, and Stone Lion Capital Partners L.P. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed a nine-member Official Committee of Retirees and a seven-member Official Committee of Unsecured Creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. QUADRANT 4: First Tek Buying All Assets of Stratitude for $1.5M --------------------------------------------------------------- Quadrant 4 System Corp., and affiliates ask the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the bidding procedures and the Stalking Horse Asset Purchase Agreement with First Tek Inc. in connection with the sale of substantially all assets of Stratitude, Inc., related to its ongoing business operations for $1,500,000, subject to overbid. A hearing on the Motion is set for Oct. 31, 2017 at 10:30 a.m. Q4 acquired 100% of the Debtor's outstanding stock on Nov. 3, 2016 pursuant to a Stock Purchase Agreement, and the simultaneous purchase by Stratitude of certain assets of its former sister corporation, Agama Solutions, Inc. under an Asset Purchase Agreement ("Agama APA"). Q4 also funded the Stratitude/Agama Transactions; the events leading to the arrest and filing of the Criminal Action against the Debtor's former executive officers and directors, Nandu Thondavadi and Dhru Desai and the declarations of events of default under the applicable loan documents between Q4 and the Company and their secured lenders, BMO Harris Bank, N.A. and BIP Lender, LLC. The Debtor is engaged in the information technology sector as a provider of U.S. based consulting services to a variety of industries using human resources, facilities and hardware and software assets located in the United States ("Business"). The projected annual revenues for 2017 are approximately $8 to $10 million. The consideration paid by Q4 for the Stratitude/Agama Transactions was based on asset acquisitions under the Agama APA which projected Stratitude annual revenues of approximately $16 million. This material discrepancy is part of the Stratitude/Agama Dispute. Following the Court approved payments of various net sales proceeds to BMO in the Q4 Chapter 11 Case, as of the Petition Date, the principal balances owing to BMO and BIP Lender under their applicable loan documents by Q4 and Stratitude, jointly and severally, are approximately $8,481,271 and $5,000,000, respectively, for a total of approximately, $13,481,271, exclusive of interest, costs and fees. All such indebtedness is secured by liens in and to substantially all of their respective assets, including the Acquired Assets, granted by Q4 and Stratitude to BMO and BIP Lender as collateral security. The Acquired Assets are subject to these pre-petition secured claims: a. BMO pursuant to that certain Credit Agreement dated as of July 1, 2016, which provided Q4 with a credit facility of up to $25,000,000 as evidenced, by among other things, a : (i) $7,000,000 Revolving Credit Facility; (ii) $13,000,000 Term Loan; and (iii) $5,000,000 Cap Software Facility, as amended on November 3, 2016; and b. BIP Lender, LLC, as collateral agent for BIP Quadrant 4 Debt Fund I, LLC, as lender which provided Q4 with that certain Senior Subordinated Credit Agreement dated November 3, 2016 in the principal amount of $5,075,000. The Acquired Assets are also subject to the post-petition secured claims of BMO arising out of the Interim Cash Collateral Order and the Pre-Petition Agreements of BMO, as also defined in the Interim Cash Collateral Order. But for the anticipated receipt of the Stalking Horse Offer and the Debtor's willingness to promptly file this Motion and commence the sale and bidding process, BMO would not have consented to the entry of the Interim Cash Collateral Order. Pursuant to the Interim Cash Collateral Order, and budget attached thereto, the Secured Lenders agreed that the Debtor can use the Secured Lenders' cash collateral through Dec. 29, 2017. Prior to the filing of the Chapter 11 case on Oct. 13, 2017, the Debtor's assets and Business have been actively marketed. The Debtor, after consultation with Silverman Consulting, Inc. and Livingstone Partners, LLC, has determined that in order to maximize value for the benefit of its creditors, shareholder and other interested parties, a sale of the Business needs to occur on an expedited timeline. Since the marketing process began, the Debtor has generated significant interest in the sale of the assets related to the Business from three prospective purchasers, and some interest from others. It has now been able to secure an offer it proposes represents a stalking horse offer in the amount of $1,500,000 from First Tek. It is critical that the Debtor has in place sale procedures and a sale hearing as soon as possible to ensure a sale of the Business at a time likely to achieve the highest price possible. The Debtor will continue marketing the Acquired Assets, in bulk, in an effort to solicit further interest from both strategic and financial buyers pursuant to the Sale Process. The salient terms of the Stalking Horse Offer are: a. Purchase of Acquired Assets: First Tek will acquire all of the Debtor's right, title and interest in and to the Acquired Assets of the Business which is the subject of the Stalking Horse Offer, free and clear of all liens, claims, encumbrances and interests. b. Purchase Price: The consideration for the Acquired Assets will be the sum of: (i) a cash payment in the amount of $1,500,000 ("Initial Bid Amount"), as may be further adjusted by: (A) the Receivables Adjustment; and (B) as a result of competitive bidding at the Auction; and (ii) an amount equal to the Assumed Liabilities to be set forth in the Stalking Horse Offer. c. Assumed Liabilities: First Tek will assume under the terms of the Stalking Horse Offer: (i) any or all liabilities or obligations of any kind or nature whatsoever arising from and after the Closing out of, under, or related to the Acquired Assets; and (ii) all costs and expenses to be incurred in comiection with the fulfillment of the Customer Contracts and other Assumed Contracts (including all cure costs), provided however, that First Tek's liability for cure costs under its Assumed Contracts is limited to $100,000. The cure costs in excess of such limitations will be bome by the Debtor. The Debtor does not believe cure costs will exceed such cap. d. Deposit: $150,000, being held in the non-interest bearing IOLTA trust account maintained by the Debtor's counsel, Adelman & Gettleman, Ltd. ("A&G") at JPMorgan Chase Bank, N.A. ("Trust Account") in accordance with the terms of the Stalking Horse Offer e. Representations and Warranties: The Acquired Assets are being sold "as is, where is." f. Closing: Dec. 1, 2017 g. Bid Protection and Break-Up Fee: In consideration of First Tek submitting the Stalking Horse Offer and serving as the stalking horse for purposes of further competitive bidding for the Acquired Assets, the Stalking Horse Offer requires the Court's approval of any Qualifying Bid's Initial Bid Amount to be in the amount of at least $1,700,000 (13.3% of Initial Bid Amount) ("Bid Protection"), and a Break-up Fee payable to First Tek of 5% of the Initial Bid Amount plus $75,000 for reasonable reimbursable expenses in the event that the Court approves a higher and better offer as a result of the Auction, First Tek is not in default. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 20, 2017 b. Deposit: $170,000 c. Initial Bid Amount: $1,700,000 d. Auction: The Debtor will conduct the Auction of the Acquired Assets at the offices of its counsel, Adelman & Gettleman, Ltd., 53 West Jackson Boulevard, Suite 1050, Chicago, Illinois 60604 commencing at 10:00 a.m. (CT) on Nov. 28, 2017, or such other date and time established by the Court. e. Bid Incremets: $50,000 f. Assets Sold As Is, Where Is: The Acquired Assets will be sold on an "as is, where is" basis and without representations or warranties of any kind. A copy of the Stalking Horse APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Quadrant_4_196_Sales.pdf As part of the Motion, the Debtor asks authority to assume and assign the executory contracts and unexpired leases to be identified in the Prevailing Bid. Within two business days of the Bid Deadline, itr will send notice to all non-debtor parties to any executory contracts or unexpired leases which the Debtor may elect to assume and assign in conjunction with the sale of the Acquired Assets. Because of the need to close any transaction as quickly as possible in order to minimize any diminution in the value of the Acquired Assets, the Debtor proposes that within two business days of the Bid Deadline, the Debtor will file the Assumption/Assignment Notice with the Court and serve same on each non-debtor party to the Contracts and Leases. In the event that the Debtor and any objecting party are unable to consensually resolve any Assignment Objection prior to the Sale Hearing, the Debtor asks that the Court resolves any such Assignment Objection at the Sale Hearing or as soon thereafter as practicable. At the Sale Hearing, the Debtor will ask entry of an order approving the assumption and assignment of any Contracts and Leases to the Prevailing Bidder upon terms which the Prevailing Bidder agrees to accept and assume. Based on the foregoing, the Debtor has demonstrated a sound business justification for the proposed sale of the Acquired Assets. Accordingly, it asks the Court to approve the relief sought. The Purchaser: Kumar Bhavanasi President/CEO FIRST TEK, INC. 1551 S. Washington Ave., Suite 402 A Piscataway, NJ 08854 E-mail: kumar@first-tek.com The Purchaser is represented by: Brian L. Shaw, Esq. Mark L. Radtke, Esq. SHAW FISHMAN GLANTZ & TOWBIN, LLC 321 N. Clark St., Suite 800 Chicago, IL 60654 Telephone: (312) 541-0151 Facsimile: (312) 980-3888 E-mail: bshaw@shawfishman.com mradtke@shawfishman.com BIP Lender is represented by: Peter J. Haley, Esq. NELSON MULLINS RILEY & SCARBOROUGH, LLC One Post Office Square Boston, MA 02109 E-mail: Peter.Haley@nelsonmullins.com Stratitude can be reached at: STRATITUDE, INC. c/o Quadrant 4 System Corp. 1501 E. Woodfield Rd., Suite 205 S Schaumburg, IL 60173 Proposed Counsel for Stratitude: Chad H. Gettleman, Esq. Nathan Q. Rugg, Esq. Nicholas R. Dwayne, Esq. ADELMAN & GETTLEMAN, LTD. 53 West Jackson Blvd, Suite 1050 Chicago, Illinois 60604 Telephone: (312) 435-1050 Facsimile: (312)435-1059 - and - Gary I. Levenstein, Esq. David R. Brown, Esq. NIXON PEABODY, LLP Three First National Plaza 70 West Madison St., Suite 3500 Chicago, IL 60602 Telephone: (312) 977-4400 Facsimile: (312) 977-4405 E-mail: gilevenstein@nixonpeabody.com drbrown@nixonpeabody.com 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. QUOTIENT LIMITED: Perceptive Has 17.4% Stake as of Oct. 24 ---------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, Perceptive Advisors LLC, Joseph Edelman and Perceptive Life Sciences Master Fund, Ltd. disclosed that as of Oct. 24, 2017, they beneficially own 8,349,054 ordinary shares, nil par value, of Quotient Limited, constituting 17.4 percent of the shares outstanding. The ownership percentages reported are based on 45,571,748 outstanding shares of Common Stock, as communicated to the Reporting Persons by Quotient Limited. The Master Fund directly holds 6,043,020 shares of Common Stock and 2,306,034 warrants each exercisable for one share of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to beneficially own the securities directly held by the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the securities directly held by the Master Fund. A full-text copy of the regulatory filing is available at: https://is.gd/XSaVl3 About Quotient Limited Penicuik, United Kingdom-based Quotient Limited -- http://www.quotientbd.com/-- develops, manufactures and sells products for the global transfusion diagnostics market. Products manufactured by the Group are sold to hospitals, blood banking operations and other diagnostics companies worldwide. Quotient Limited completed an initial public offering for its ordinary shares on April 30, 2014 pursuant to which it issued 5,000,000 units each consisting of one ordinary share, no par value and one warrant to purchase 0.8 of one ordinary share at an exercise price of $8.80 per whole ordinary share, raising $40 million of new equity share capital before issuing expenses. Quotient Limited reported a net loss of US$85.06 million on US$22.22 million of total revenue for the year ended March 31, 2017, compared to a net loss of US$33.87 million on US$18.52 million of total revenue for the year ended March 31, 2016. As of June 30, 2017, Quotient Limited had US$138.84 million in total assets, US$134.37 million in total liabilities and US$4.47 million in total shareholders' equity. Ernst & Young LLP, in Belfast, United Kingdom, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended March 31, 2017, citing that the Company has recurring losses from operations and planned expenditure exceeding available funding that raise substantial doubt about its ability to continue as a going concern. RANGE RESOURCES: Moody's Hikes CFR to Ba2; Outlook Positive ----------------------------------------------------------- Moody's Investors Service upgraded Range Resources Corporation's (Range) Corporate Family Rating (CFR) to Ba2 from Ba3, Probability of Default Rating (PDR) to Ba2-PD from Ba3-PD, senior unsecured notes rating to Ba3 from B1, senior subordinated notes rating to B1 from B2, and Speculative Grade Liquidity (SGL) Rating to SGL-2 from SGL-3. The rating outlook was changed to positive from stable. "Range's upgrade reflects low cost operations and development expenses, along with improved price realizations that have contributed to improved cash flow-based leverage metrics," commented Terry Marshall, Moody's Senior Vice President. "With anticipated debt reduction, Range will be well positioned to sustainably improve its cash flow-based leverage metrics in 2018." Rating Upgrades: Issuer: Range Resources Corporation -- Corporate Family Rating, Upgraded to Ba2 from Ba3 -- Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 -- Senior Unsecured Notes, Upgraded to Ba3 (LGD4) from B1 (LGD4) -- Senior Subordinated Notes, Upgraded to B1 (LGD6) from B2 (LGD6) Outlook Actions: Issuer: Range Resources Corporation -- Outlook, Changed to Positive RATINGS RATIONALE Range's Ba2 CFR is supported by its strong operating efficiency and large scale as well as supportive cash flow-based and good asset-based leverage metrics. The rating also reflects geographic diversity and considers its successful integration operationally with assets and resources in the Lower Cotton Valley in Louisiana. In addition, Range benefits from long-lived reserves and a high level of operational control over its reserves, enabling significant discipline over the pace of future development. The Ba2 CFR is constrained by Range's sensitivity to natural gas prices with natural gas contributing about 70% of production, as well as by their differential to Henry Hub, which is improving given Range's contracted increase in Marcellus takeaway capacity over the next several months. The rating is also constrained by high debt of about $4 billion, which the company intends to reduce using the proceeds of anticipated asset sales. Range is a large producer, with production of about 2 billion cubic feet/day of natural gas (total production including natural gas liquids, which aid margins, of about 350,000 barrels of oil equivalent per day) . Moody's expects 2018 retained cash flow to debt around 27% and a leveraged full-cycle ratio around 3x. Range's SGL-2 Speculative Grade Liquidity Rating reflects the company's good liquidity profile with positive cash flow in the 15 months through December 2018. At September 30, 2017, Range has about $700 million in borrowing capacity under its $2 billion revolving credit facility, which matures in 2019. Moody's expect Range to be in compliance with its financial covenants and its asset coverage test through 2018. Range has good alternative liquidity, with an expectation that anticipated asset sales will be used to reduce debt. Range's senior unsecured notes, which benefit from subsidiary guarantees, are rated Ba3, one notch below the Ba2 CFR, as a result of their subordination to Range's $2 billion senior secured revolving credit facility. Range's subordinated notes are rated B1, reflecting their subordinated position relative to both the secured and unsecured debt in the capital structure. The positive outlook reflects additional contracted pipeline takeaway capacity that will support reduced differentials as well as planned debt reduction, which together will lead to improved cash flow based leverage metrics. The ratings could be upgraded if debt reduction leads to retained cash flow/debt that is sustainable above 30% (27% expected in 2018) and the leveraged full-cycle ratio remains above 2.0x (3x expected in 2018). The ratings could be downgraded if retained cash flow/debt appears likely to fall below 15% of if the leverage full-cycle ratio drops towards 1.0x. Range Resources Corporation is an independent exploration and production company that is headquartered in Fort Worth, Texas. RENNOVA HEALTH: Ceases Trading on Nasdaq Stock Market ----------------------------------------------------- Rennova Health, Inc.'s common stock and warrants to purchase common stock were no longer listed on the Nasdaq Stock Market, effective Oct. 25, 2017. The securities will instead trade on the OTCQB. As previously announced, on April 18, 2017, Rennova was notified by Nasdaq that the stockholders' equity balance reported on its Form 10-K for the year ended Dec. 31, 2016, fell below the $2,500,000 minimum requirement for continued listing under the Nasdaq Capital Market's Listing Rule 5550(b)(1). As of June 30, 2017, the Company reported a stockholders' deficit of $17,561,514. In accordance with the Rule, the Company submitted a plan to Nasdaq outlining how it intended to regain compliance. On Aug. 17, 2017, Nasdaq notified the Company that its plan to correct the stockholders' equity deficiency did not contain sufficient evidence to support a correction being achieved in the required time frame. The Company appealed this decision to a Hearing Panel which, on Oct. 23, 2017, maintained this position and denied the Company a continued listing. About Rennova Health Based in West Palm Beach, Florida, Rennova Health, Inc. (NASDAQ:RNVA) -- http://www.rennovahealth.com/-- is a provider of an expanding group of health care services for healthcare providers, their patients and individuals. Historically, the Company has operated its business under one management team, but beginning in 2017, the Company intends to operate in four synergistic divisions with specialized management: (1) Clinical diagnostics through its clinical laboratories; (2) supportive software solutions to healthcare providers including Electronic Health Records, Laboratory Information Systems and Medical Billing services; (3) Decision support and interpretation of cancer and genomic diagnostics; and (4) the recent addition of a hospital in Tennessee. Rennova believes that its approach will produce a more sustainable relationship and the capture of multiple revenue streams from medical providers. Rennova Health reported a net loss attributable to common stockholders of $32.61 million on $5.24 million of net revenues for the year ended Dec. 31, 2016, compared with a net loss attributable to common stockholders of $37.58 million on $18.39 million of net revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Rennova Health had $5.68 million in total assets, $23.20 million in total liabilities, and a total stockholders' deficit of $17.51 million. Green & Company, CPAs, in Temple Terrace, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. RIVER CREST: Hires Weickert Allison as Accountant ------------------------------------------------- River Crest Estates, LLC seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Weickert, Allison Jeter Company, Inc., as the Debtor's accountant. The Debtor requires Allison to: a. prepare an analysis, including capital gains calculations related to tax attributes, and other considerations, of the estate's assets, to determine the appropriate (and most beneficial to the estate) treatment for tax purposes; b. assist the Debtor in preparation of Federal and State income tax returns; c. communicate with taxing authorities on behalf of the estate; and d. perform other financial analysis investigation, general and/or forensic accounting services address any other tax matters which may required by the Debtor to properly administer the estate and maintain tax compliance. Allison will be paid at $150 per hour. David Allison, CPA, of Weickert, Allison Jeter Company, 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 Debtor and its estates. Allison may be reached at: David Allison, CPA Weickert, Allison Jeter Company, Inc. 1074 S. Park View Drive, Suite 102 Covina, CA 91724 Tel: (626) 331-0531 Fax: (626) 966-1451 E-mail: dave@wajtax.com About River Crest River Crest Estates, LLC, a single asset real estate (as defined in 11 U.S.C. Section 101(51B)), owns a fee simple interest in a vacant land, roughly 22 acres of property, in Bullhead City, Arizona, that is planned for development as a residential community. The property is valued at $665,000. River Crest Estates, LLC, and River Crest Development, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case Nos. 17-15755 and 17-15757) on July 10, 2017. Earl Coleman, general manager, signed the petitions. At the time of the filing, River Crest Estates disclosed $845,185 in assets and $2.02 million in liabilities. River Crest Development disclosed $80,000 in assets and $1.86 million in liabilities. Judge Scott C. Clarkson presides over the cases. Todd Turoci, Esq., and Julie Philippi, Esq., at the Turoci Firm, in Riverside, California, serve as counsel to the Debtor. ROBINSON OUTDOOR: November 21 Plan Confirmation Hearing ------------------------------------------------------- Judge William J. Fisher of the U.S. Bankruptcy Court for the District of Minnesota entered an order approving a third amended disclosure statement filed by Scott Schultz, the proponent, referring to a third modified Chapter 11 Plan dated October 6, 2017. A hearing to consider confirmation of the third modified Plan will be held on November 21, 2017 at 1:00 p.m. Seven days prior to the confirmation hearing is fixed as the last day to timely deliver an objection to confirmation of the plan, and ten days prior to the hearing is the last day to timely mail an objection. Five days prior to the confirmation hearing is fixed as the last day to timely file ballots to accept or reject the proponent's plan. The proponent's attorney and the unsecured creditors' committee's attorney will jointly count the ballots and file a report of tabulation not later than 24 hours before the confirmation hearing. About Robinson Outdoor Products Based in Cannon Falls, Minnesota, Robinson Outdoor Products, LLC -- http://www.robinsonoutdoors.com/-- designs and produces hunting apparel for hunters. Robinson Outdoor Products filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-30904) on March 28, 2017. The petition was signed by Scott Shultz, president. The Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. Manty & Associates, P.A., served as the Debtor's counsel. The case is assigned to Judge William J. Fisher. Nauni Jo Manty was appointed as Chapter 11 trustee for the Debtor. The trustee hired Silverman Consulting, Inc., as business consultant. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Robinson Outdoor Products, LLC, as of May 10, according to a court docket. ROBINSON OUTDOOR: Unsecureds to Recover 8-12% Under Latest Plan --------------------------------------------------------------- Robinson Outdoor Products, Inc., filed with the U.S. Bankruptcy Court for the District of Minnesota its third amended disclosure statement in connection with its third amended plan of reorganization, dated Oct. 5, 2017. The plan is submitted by Scott Shultz, a creditor and indirect owner of the Debtor. The latest plan provides for the satisfaction in full of the allowed secured and priority claims. It also provides for an estimated 8-12% recovery of the allowed amount of unsecured claims with distributions on these claims beginning after the priority and secured claims are paid. Even and regular monthly payments are anticipated during the life of the plan. Upon the effective date, or as soon as reasonably possible, the Debtor will be merged with Pnuma, LLC, with the successor entity known as Pnuma, LLC. The successor entity will be liable for all obligations of Debtor under this Plan. Scott Shultz is the 100% owner of Pnuma, LLC, and will operate and manage the successor entity. A full-text copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/mnb17-30904-192.pdf About Robinson Outdoor Products Based in Cannon Falls, Minnesota, Robinson Outdoor Products, LLC -- http://www.robinsonoutdoors.com/-- designs and produces hunting apparel for hunters. Robinson Outdoor Products filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-30904) on March 28, 2017. The petition was signed by Scott Shultz, president. The Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. Manty & Associates, P.A., served as the Debtor's counsel. The case is assigned to Judge William J. Fisher. Nauni Jo Manty was appointed as Chapter 11 trustee for the Debtor. The trustee hired Silverman Consulting, Inc., as business consultant. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Robinson Outdoor Products, LLC, as of May 10, according to a court docket. ROSETTA GENOMICS: Will Hold Its Annual General Meeting on Dec. 31 ----------------------------------------------------------------- Rosetta Genomics Ltd. filed with the Securities and Exchange Commission a copy of a notice and proxy statement for the annual general meeting of shareholders of the Company. The Annual Meeting will be held at the Philadelphia offices of the Company at 3711 Market St. Suite 740, Philadelphia, PA 19104, on Dec. 6, 2017 at 10:00 a.m. (ET). The agenda of the meeting will be as follows: 1. Approval of the re-election of Mr. Brian A. Markison to serve as a Class I director of the Company for a three-year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company's shareholders to be held in 2020 in accordance with the Company's Articles of Association; 2. If Item 1 on the agenda of the Annual Meeting is approved, approval effective as of the date of the Annual Meeting, in accordance with Section 273(a) of the Israeli Companies Law, 5759-1999, of a grant to Mr. Brian A. Markison of (i) an option to purchase up to 2,000 of the Company's ordinary shares, nominal (par) value NIS 7.2 each and (ii) 417 Restricted Stock Units upon the commencement of each twelve- month period in office as a director beginning on the date of the Annual Meeting; 3. Approval of the re-appointment of Kost, Forer, Gabbay & Kasierer, a member firm of Ernst & Young Global, as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2017, and until the next Annual Meeting, and to authorize the Audit committee and the Board of Directors of the Company to determine the remuneration of KFGK in accordance with the volume and nature of their services; and 4. To discuss the Consolidated Financial Statements of the Company for the fiscal year ended Dec. 31, 2016. Only shareholders of record at the close of trading on Oct. 31, 2017, will be entitled to vote at the Annual Meeting. All shareholders are cordially invited to attend the Annual Meeting in person. Discussion at the Annual Meeting will be commenced if a quorum is present. Two or more shareholders present, personally or by proxy, who hold or represent together more than 25% of the voting rights of our issued share capital will constitute a quorum for the Annual Meeting. If within half an hour from the time scheduled for the Annual Meeting, a quorum is not present, the Annual Meeting will be adjourned to Dec. 13, 2017, at the same time and place. At any such adjourned meeting, any two shareholders present in person or by proxy shall constitute a quorum. According to the Companies Law, one or more shareholders who hold at least 1% of the voting rights in the General Meeting may request, within seven days as of the date of this notice, that the Board of Directors include a subject matter on the agenda of the Annual Meeting, provided it is suitable for discussion at a general meeting. The complete form of the proposed resolutions may be inspected at the offices of the Company at 10 Plaut St., Rabin Science Park, Rehovot, 76706, Israel during normal business hours, upon prior coordination with Ron Kalfus, Chief Financial Officer, at (+1) 877-429-6643. In accordance with the Companies Law and regulations promulgated thereunder, any shareholder of the Company may submit to the Company a position statement on its behalf, expressing its position on an agenda item for the meeting to the Company's offices at its above mentioned address, attention: Ron Kalfus, Chief Financial Officer, at (+1) 877-429-6643, or by facsimile to +972-73-2220701, no later than Nov. 26, 2017. Any position statement so received will be furnished to the SEC on Form 6-K, and will be made available to the public on the SEC's website at http://www.sec.gov. About Rosetta Genomics Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA-certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics reported a net loss of US$16.23 million on US$9.23 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of US$17.34 million on US$8.26 million of total revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Rosetta had US$11.96 million in total assets, US$7.54 million in total liabilities and $4.41 million in total shareholders' equity. As of June 30, 2017, Rosetta had US$6.20 million in total assets, US$5.11 million in total liabilities and US$1.09 million in total shareholders' equity. Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, in Tel-Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has recurring losses from operations and has limited liquidity resources that raise substantial doubt about its ability to continue as a going concern. S B BUILDING ASSOCIATES: Chapter 11 Trustee Appointment Sought -------------------------------------------------------------- According to a notice, Andrew R. Vara, the Acting United States Trustee, will move before the Honorable Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey for an order directing the appointment of a chapter 11 trustee for S B Building Associates Limited Partnership, SB Milltown Industrial Realty Holdings, LLC, and ALSOL Corporation, or, in the alternative, to convert the cases to cases under chapter 7. Any papers in opposition to the motion must be filed with the Court and served upon the Acting United States Trustee. About S B Building Associates Limited Partnership Morristown, New Jersey-based S B Building Associates Limited Partnership, SB Milltown Industrial Realty Holdings, LLC, and Alsol Corporation filed separate Chapter 11 bankruptcy petitions (Bankr. D. N.J. Lead Case No. 13-12682) on Feb. 11, 2013. Judge Vincent F. Papalia presides over the consolidated cases. Alsol's petition disclosed $1 million to $10 million in assets and liabilities. The Debtors S B Building Associates Limited Partnership (Bankr. D.N.J., Case No. 13-12682) and SB Milltown Industrial Realty Holdings, LLC (Bankr. D.N.J., Case No. 13-12685) filed on February 11, 2013. The Debtor 190 South Street Realty Holdings, L.P. (Case No. 15-14558), filed on March 16, 2015; 199 Realty Corp., (Case No. 15-14776) filed on March 7, 2013; 3920 Park Avenue Associates, L.P. (Case No. 16-14923), filed on March 16, 2016. They are represented by Morris S. Bauer, Esq. at Norris McLaughlin & Marcus, in Bridgewater, New Jersey; Joseph R Zapata, Jr., Esq., at Mellinger, Sanders & Kartzman, LLC; Gregory J Cannon, Esq., at Berger & Bornstein, LLC; and Elizabeth K. Holdren, Esq., at Hill Wallack. Frank Pina, was duly appointed as the Chapter 11 Examiner in the case. The Examiner hired Trenk DiPasquale Della Fera & Sodono, P.C., as attorney. SAMSON RESOURCES: Court Rejects D. Jones' Bankruptcy Appeal ----------------------------------------------------------- Judge Richard G. Andrews of the U.S. Bankruptcy Court for the District of Delaware granted Samson Resources Corporation, et al.'s motion to dismiss Diane S. Jones' bankruptcy appeal for lack of appellate jurisdiction and denied Ms. Jones' motion for enlargement due to excusable neglect. In the motion to dismiss, the Debtors argue that the Court lacks appellate jurisdiction to consider the appeal because the Appellant failed to file a notice of appeal within the 14-day period prescribed by Rule 8002(a) of the Federal Rules of Bankruptcy Procedure and failed to make a showing of excusable neglect for the untimely filing within the time frame set forth in Bankruptcy Rule 8002(d)(1). The Appellant advances several arguments in opposition to the motion to dismiss. The Appellant argues that the "requirements [for] filing the notice of appeal . . . are not jurisdictional, and the court does not have to dismiss the appeal if the appellant is late filing a non-jurisdictional item." However, the Third Circuit has held on several occasions that the time limits of Bankruptcy Rule 8002 are jurisdictional and deprive an appellate court of subject matter jurisdiction if the appellant fails to comply. Because the notice of appeal was not filed within the time frame provided by Bankruptcy Rule 8002(a), the Court lacks subject matter jurisdiction and must dismiss the appeal. On Sept. 5, 2017, the Appellant filed the motion for enlargement, seeking relief from the 14-day deadline due to excusable neglect on the basis that, despite her best efforts in researching appellate procedure and preparing the required submissions pro se, she was unable to meet the deadline and also believed that her submission would be deemed filed when mailed. Appellant relies on Bankruptcy Rule 9006(b)(l) to argue the appeal should be considered timely due to this excusable neglect. Under Bankruptcy Rule 8002(d)(1), a bankruptcy court "may extend the time to file a notice of appeal upon a party's motion that is filed: (A) within the time prescribed by this rule; or (B) within 21 days after that time, if the party shows excusable neglect." Thus, Bankruptcy Rule 8002(d) requires that, even in cases of excusable neglect, the issue must be raised and a motion filed within 21 days following the expiration of the 14-day appeal period provided in Bankruptcy Rule 8002(a)(l ). Although Appellant could have asked the Bankruptcy Court to extend the time to appeal upon a showing of excusable neglect by filing a motion within 21 days after the time for taking an appeal had expired, Appellant did not do so. No motion for relief or showing of excusable neglect was ever made to the Bankruptcy Court, and "[t]he rule does not allow a party to claim excusable neglect after the [time period] ha[s] expired." The Court is therefore without jurisdiction to consider the appeal regardless of whether Appellant might demonstrate excusable neglect. The Motion for Enlargement must, therefore, be denied. A full-text copy of Judge Andrews' Memorandum dated Oct. 23, 2017, is available at: http://bankrupt.com/misc/deb15-11934-2911.pdf About Samson Resources Corporation Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook, the executive vice president and CFO, signed the petition. The Debtors estimated assets and liabilities of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP represents the Debtors as general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' Investment banker. Garden City Group, LLC, serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. The Committee has tapped White & Case LLP as counsel and Farnan LLP as local counsel. * * * The Debtors have filed a plan of reorganization. The Creditors' Committee has filed a competing plan of liquidation. The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware entered on Feb. 13, 2017, an order confirming Samson Resources Corporation, et al.'s plan of reorganization. SHEPHERD UNIVERSITY: M.D. Hashimoto Named Chapter 11 Examiner ------------------------------------------------------------- The U.S. Trustee applies to the U.S. Bankruptcy Court for the Central District of California for an order approving the appointment of Mark D. Hashimoto, as Examiner in the chapter 11 case of Shepherd University. Mark D. Hashimoto can be reached at: Piercy Bowler Taylor & Kern 7050 Union Park Avenue, Suite 140 Salt Lake City, UT 84047 Telephone: (801) 856-8990 Facsimile: (801) 665-1400 Email: Hashimoto@pbtk.com On October 17, 2017, the U.S. Trustee filed a Stipulation he entered with the Debtor, directing the U.S. Trustee to appoint a disinterested person to serve as an examiner. The Stipulation was approved by the Court pursuant to an Order entered on October 20. Applicant can be reached through: Peter C. Anderson U.S. Trustee Jill M. Sturtevant Assistant U.S. Trustee Ron Maroko, Esq. Trial Attorney Office of the U.S. Trustee 915 Wilshire Boulevard, Suite 1850 Los Angeles, California 90017 Telephone: (213) 894-4520 Facsimile: (213) 894-2603 Email: ron.maroko@usdoj.gov About Shepherd University Shepherd University -- http://www.shepherduniversity.edu/-- was established in Los Angeles in August 1999 by Dr. Richard Cornel Rhee to serve the community in Southern California. Dr. Rhee founded the school in collaboration with a faculty of scholars and professionals, envisioning the purpose of educating in nursing, music, information technology and theology at the current location. The Campus of Shepherd University consists of 83,600-square-foot building, 5.87-acre campus space and more than 325 parking spots located in the section of Los Angeles near downtown. Shepherd University sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-19964) on Aug. 14, 2017. Shalom Kim, its president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Sheri Bluebond presides over the case. Jaenam Coe, Esq., at Law Offices of Jaenam Coe PC, in Los Angeles, California, serves as counsel to the Debtor. SIERRA ACQUISITION: Moody's Assigns B2 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service, Inc. has assigned a first-time B2 Corporate Family Rating and B2-PD Probability of Default Rating to Sierra Acquisition, Inc. Moody's also has assigned a B1 rating to the company's proposed $30 million five-year senior secured 1st lien revolving credit facility and $190 million seven-year senior secured 1st lien term loan. The assigned ratings are subject to Moody's review of final documentation. The ratings outlook is stable. Proceeds from the proposed 1st lien debt instruments and a $60 million privately placed senior secured 2nd lien term loan (not rated by Moody's), together with a significant cash equity investment from private equity firm Paine Schwartz Food Chain Fund IV, L.P. ("Paine Schwartz") and a material equity rollover from senior management, will be used to fund Paine Schwartz's acquisition of controlling ownership positions in Lyons Pasta Company, Inc., Lyons Magnus, Inc. and Lyons Magnus East, Inc. from the current owner, the Smittcamp family. These entities will become the main operating subsidiaries of Lyons. Moody's has assigned the following ratings: Sierra Acquisition, Inc.: Corporate Family Rating at B2; Probability of Default Rating at B2-PD; $30 million senior secured 1st lien revolving credit facility due 2022 at B1 (LGD3); $190 million senior secured 1st lien term loan due 2024 at B1 (LGD3). The ratings outlook is stable. RATINGS RATIONALE "The B2 Corporate Family Rating reflects the well-established market position of Lyons as a foodservice supplier of specialty beverage and flavor solutions in the U.S., along with good potential for profitability improvement over the next few years through stable growth, better sales mix and operational efficiencies," says Brian Weddington, a Moody's Vice President -- Senior Credit Officer. "Notwithstanding, the possibility for upward ratings momentum is currently constrained by the company's relatively small size and high closing leverage" added Mr. Weddington. The B2 Corporate Family Rating reflects the following credit challenges: (1) small size compared to food sector peers; (2) high pro forma leverage as measured by debt to EBITDA; (3) relatively low operating profitability; and (4) heavy dependence on the company's three largest customers that together represent over 50% of FY2017 sales. The rating also reflects the following credit positives: (1) leading position in nutritional beverages and supplements, toppings and jams, and syrups and fillings in the U.S.; (2) long-standing customer relationships that include several blue-chip companies; (3) good revenue visibility demonstrated by three decades of consistent revenue growth; and (4) clear industry focus and innovative product offerings, especially in healthcare-related beverages. RATINGS OUTLOOK The stable ratings outlook reflects Moody's expectations that Lyons will defend its strong positions in key, narrowly defined categories, including beverage syrups and toppings; can successfully adapt to potentially unfavorable shifts in consumer demand towards healthier food and beverages; and will maintain its strong business relationships with its largest customers. Moody's also assumes that the new owners will successfully execute the integration plan. WHAT COULD CHANGE THE RATING DOWN / UP Lyons' ratings could be downgraded if: (1) debt / EBITDA rises above 6.0x; (2) interest coverage (EBITA / interest expense) falls below 1.5x; (3) the company loses a major client leading to margin deterioration; or (4) the company's liquidity profile deteriorates. Lyons' ratings could be upgraded if: (1) debt / EBITDA declines below 4.0x; (2) EBIT margin improves; and (3) the company enhances its scale through continued strong top line growth. LIQUIDITY Lyons' liquidity profile is good, supported by access to a largely undrawn $30 million multi-year revolving credit facility expiring in November 2022 and Moody's expectation of over $20 million of Funds from Operations in FY2018. These sources would be sufficient to cover anticipated cash outflows over the next 12 months for capital expenditures, mandatory debt amortization and working capital needs. Lyons is obligated to use 50% of its excess free cash flow, subject to step-downs tied to leverage, for prepayments of the 1st lien term loan. STRUCTURAL CONSIDERATIONS The one notch uplift of the 1st lien debt ratings from the B2 Corporate Family Rating reflects the priority of claim of these instruments ahead of the senior secured 2nd lien term loan. CORPORATE PROFILE Headquartered in Fresno, California, Sierra Acquisition, Inc., which later will be renamed "RESIC Enterprises, LLC" as part of the contemplated transaction, will be an intermediate holding company of Lyons Magnus, Inc., Lyons Magnus East, Inc. and Lyons Pasta Company, Inc. (together "the Lyons Companies"). The Lyons Companies produce beverage syrups, nutritional beverages and toppings for the foodservice, healthcare and dairy industry, primarily in the U.S. Sierra Acquisition, Inc. is majority owned and controlled by private equity firm Paine Schwartz Partners. The principal methodology used in this rating was Global Packaged Goods published in January 2017. SOLYMAN YASHOUAFAR: Ch. 11 Trustee's Suit vs H. Abselet Dismissed ----------------------------------------------------------------- Judge John F. Walter of the U.S. District Court for the Central District of California dismissed with prejudice the adversary proceeding captioned DAVID K. GOTTLIEB, as Chapter 11 Trustee for Massoud Aaron Yashouafar and Solyman Yashouafar, Plaintiff, v. HOWARD ABSELET, Defendant, Adversary No. 1:17-ap-01027-GM (C.D. Cal.). The bankruptcy case is in re: OLYMAN YASHOUAFAR and MASSOUD AARON YASHOUAFAR, Debtors, Case No.: 1:16-bk-12255-GM Jointly Administered with Case No. 1:16-bk-12408-GM (Bankr. C.D. Cal.). A copy of Judge Walter's Order dated Oct. 17, 2017, is available at from Leagle.com. Howard L Abselet, Movant, represented by Henry Stuart David, The David Firm. Howard L Abselet, Movant, represented by Andrew F. Kim -- akim@afklaw.com -- Law Office of Andrew F Kim & Jessica Mickelsen Simon. David K Gottlieb, Respondent, represented by Ashley Marie McDow -- amcdow@bakerlaw.com -- Baker and Hostetler LLP, Jeremy V. Richards -- jrichards@pszjlaw.com -- Pachulski Stang Ziehl and Jones LLP & John William Lucas -- jlucas@pszjlaw.com -- Pachulski Stang Ziehl & Jones LLP. Official Committee of Unsecured Creditors, Interested Party, represented by Ashley Marie McDow, Baker and Hostetler LLP. About The Yashouafars Solyman Yashouafar and Massoud Aaron Yashouafar sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Calif. Case Nos. 16-12255 and 16-12408) on August 3, 2016. The petitions were filed pro se. Bankr. C. D. Calif. Case No. 16-12255 is jointly administered with Bankr. C. D. Calif. Case No. 16-12408. The Office of the U.S. Trustee on November 2 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Solyman Yashouafar and Massoud Aaron Yashouafar. The committee members are: (1) DMARC 2007-CD5 Garden Street LLC; (2) Van Nuys Plywood, LLC; and (3) Mehrdad Taghdiri. SOUTHLANDS METROPOLITAN: Moody's Rates $49.3MM GO Refund Bonds Ba1 ------------------------------------------------------------------ Issue: General Obligation Refunding Bonds - Series 2017A-1; Rating: Ba1; Rating Type: Underlying LT; Sale Amount: $45,195,000; Expected Sale Date: 11/07/2017; Rating Description: General Obligation; Issue: General Obligation Refunding Bonds - Series 2017A-2; Rating: Ba1; Rating Type: Underlying LT; Sale Amount: $4,060,000; Expected Sale Date: 11/07/2017; Rating Description: General Obligation; Summary Rating Rationale Moody's Investors Service has assigned a Ba1 to Southlands Metropolitan District No. 1, CO's $49.3 million General Obligation Refunding Bonds, Series 2017. Moody's have also assigned a stable outlook. The Ba1 rating primarily reflects the district's composition as a large retail mall, and its consequent significant taxpayer concentration yet relatively modest size in terms of tax base. The rating further reflects the district's very high debt burden and slow principal amortization. The district has limited operations with satisfactory and improving General Fund reserves. A required cash-funded debt service reserve equal to half of net maximum annual debt service (MADS) provides additional bondholder protection. Rating Outlook The stable outlook reflects Moody's expectation that the district's financial position will remain satisfactory despite tax base volatility due to conservative budgeting practices. Factors that Could Lead to an Upgrade - Substantial and sustained growth in assessed valuation - Material reduction in taxpayer concentration - Significant moderation of the debt burden Factors that Could Lead to a Downgrade - Deterioration of operating reserves - Material declines in assessed value - Loss of major taxpayer or trend of falling occupancy rate Legal Security The bonds are general obligations of the district secured by and payable from pledged revenue net of collection costs consisting of the unlimited mill levy, the portion of specific ownership tax collected as a result of the imposition of the unlimited mill levy and any other legally available moneys deposited in the bond fund or the DSRF. Moneys in the DSRF are to be used by the trustee, if necessary, to prevent a default. The DSRF is to be maintained equal to the reserve requirement of $1.8 million. The district is required to transfer legally available moneys to the trustee to restore the DSRF to the reserve requirement in the event of a draw. Use of Proceeds Proceeds from the Series 2017 A-1 Bonds will refund the district's Series 2007 Bonds. Proceeds from the Series 2017 A-2 Bonds will refund the Series 2016 Tax-Free Loan. The refunding will generate an estimated present value savings of about $2 million or 2% of refunded bond par. Obligor Profile Southlands Metropolitan District No. 1, CO was created in 2002 for the purpose of financing and constructing public improvements outlined in the service plan for the development of the retail and commercial components of the Southlands development and, when appropriate, conveying the public improvements to the appropriate entity. The district encompasses 201 acres in the City of Aurora (Aa1 stable) located at the northeast corner of Smoky Hill Road and E-470. Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. STANDFAST USA: Hires BIK & Co. LLP as Accountants & Bookkeepers --------------------------------------------------------------- Standfast USA, LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ BIK & Co., LLP as accountants and bookkeepers. The Debtor requires BIK & Co., LLP: a) prepare the Debtor's tax returns; b) prepare monthly operating reports as required by the Office of the U.S. Trustee; c) evaluate the advisability of making certain bankruptcy elections under the Internal Revenue Code; and d) perform other accounting and tax services as are normally provided by accountants to Debtor in a bankruptcy case. The Firm's hourly rates will range between $105.00 to $345.00 for services to be provided by staff, audit managers, audit associates and partners. James Giese, as the primary partner overseeing the account, will set his billable rate at $335.00 per hour. James Giese attests that the directors, associates, employees, and professionals of his Firm do not have any connection with the Debtor, its creditors, affiliates or any other party in interest, or their respective attorneys or accountants, are "disinterested persons" under Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code, and do not hold or represent an interest adverse to the estate. The Accountant can be reached through: James Giese, CPA BIK & CO., LLP 7600 County Line Road, Suite 6 Burr Ridge, IL 60527 Phone: 630.654.8350 Fax: 630.654.8405 Email: jgiese@bikcpa.com About Standfast USA Standfast USA, LLC, based in Saint Louis, Missouri, filed a Chapter 11 petition (Bankr. E.D. Mo. Case No. 16-46691) on Sept. 16, 2016. The petition was signed by Ronald Starczewski, restructuring officer. The Debtor disclosed $580,903 in total assets and $2.61 million in total liabilities. The Hon. Kathy A. Surratt-States presides over the case. Spencer P. Desai, Esq., and Danielle A. Suberi, Esq., at Desai Eggmann Mason LLC, serve as Debtor's bankruptcy counsel. STATE THEATRE OWNER: No Bids Received for Culpeper Moviehouse ------------------------------------------------------------- Paul Bliley, substitute trustee for the estate of State Theatre Owner, LLC, a Virginia limited liability company, owner of the Culpeper State Theatre, called off the sale of the moviehouse on Oct. 20 for lack of an interested buyer, according to a report by Marla McKenna, writing for the Culpeper Star-Exponent. According to the report, about 20 people gathered around the courthouse entrance in the morning of Oct. 20 as the Culpeper State Theatre hit the auction block but no one bid. "I don't know what they'll end up doing," Mr. Bliley said, according to the report. "This is not a usual foreclosure." Per the original auction notice, a $250,000 deposit was required to participate in the bidding. The note holders, Mr. Bliley explained, did not set a minimum purchase amount for the property. One option might be to hire an auction company to attempt another sale, he added. As previously reported by the Troubled Company Reporter, citing a report by Allison Brophy Champion of the Culpeper Star Exponent, the auction was initially set for Sept. 13 but was later postponed indefinitely. According to the TCR, Mr. Bliley, of Williams Mullen, P.C., told Star Exponent in September that the note holder instructed him to postpone the sale. "The historic Main Street venue could be experiencing a reprieve from an unknown future as its lien holders explore other solutions," the report said. The Culpeper State Theatre, has been closed for about a year due to an income shortfall, according to a prior report by the Culpeper Star Exponent. The property is owned by State Theatre Owner, LLC, a Virginia limited liability company, which has been declared in default under a loan agreement. The Trustee's Notice of Auction does not identify the Noteholder. Another report by the Culpeper Star Exponent says court documents show a Rappahannock County couple made a $2 million loan to the State Theatre Foundation in 2012 with a scheduled maturity date by the following year. The repayment schedule was extended in 2013 to 2020, as the request of the State Theatre Foundation, and the creditor agreed so long as the loan did not default, according to court documents. Those court documents also reveal that a second Rappahannock County party, Melbell LLC, made a $3 million loan to the foundation for construction around the same time for which the repayment schedule was also extended to 2020 at the request of the Foundation. The Star Exponent report added that a 2017 real estate assessment of the State Theatre valued it at $2.68 million. The venue is current on its taxes having been approved as a tax-exempt nonprofit for 2014, 2015 and 2016, the Star Exponent said, citing Culpeper County Treasurer David DeJarnette. According to the Star Exponent report, "The circa 1938 former vaudeville movie house came gloriously back to life in 2013 following an estimated $13 million renovation and expansion to its current 25,548-square-feet," and that, "The nonprofit State Theatre Foundation, led by a volunteer board of directors, subsequently took over ownership and management of the theater, which attracted numerous national artists and hosted regional, state and local acts. On Sept. 14, 2016, the board abruptly closed the 500-seat theater -- with various shows already booked and scheduled -- due to a lack of money to keep it open. Since then, the movie house has sat empty in the center of town, a single light in the lobby the only sign of life." The Trustee may be reached at: Paul S. Bliley, Jr. Substitute Trustee and Agent for the Secured Party Williams Mullen, P.C. 200 South 10th Street Richmond, VA 23218 Tel: (804) 420-6448 STRATITUDE INC: May Use Cash Collateral Through Dec. 29 ------------------------------------------------------- The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois has entered an agreed interim order authorizing Stratitude, Inc., to use cash collateral during the term of this order to pay only the ordinary and reasonable expenses of operating the business which are necessary to avoid immediate and irreparable harm, as limited by the budget for the period from week ending Oct. 13, 2017, through and including the week ending Dec. 29, 2017. A status hearing will be held on Oct. 31, 2017, at 10:30 a.m. The final hearing will be held on Nov. 30, 2017, at 10:30 a.m. As reported by the Troubled Company Reporter on Oct. 23, 2017, the Debtor sought court permission to use cash collateral of BMO Harris Bank, N.A., through at least Dec. 31, 2017. The Lender and BIP Lender, LLC, has consented to the cash collateral use. The Lender is granted valid and perfected replacement security interests in and liens on all of the Debtor's right, title and interest in, to and under the collateral. To the extent the adequate protection of the interests of the Lender in the collateral proves insufficient, the Lender will be and is granted an administrative expense claim under Section 507(b) of the U.S. Bankruptcy Code with priority in payment over any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Code. BIP Lender, LLC, is granted valid and perfected replacement security interests in, and liens on all of the debtor's right, title and interest in, to and under the collateral. The Lender's obligations will be subject to these benchmarks for certain events in the case: (i) the Debtor will file an application seeking approval of its retention of Livingstone Investment Partners, its prepetition investment banker, with a corresponding order entered no later than Nov. 7, 2017; and (ii) a bid procedures order for the sale of the Debtor's assets will be entered by the Court by Oct. 31, 2017. A copy of the Order is available at: http://bankrupt.com/misc/ilnb17-30724-41.pdf About Stratitude, Inc. Headquartered in Pleasanton, California, Stratitude, Inc. -- http://www.stratitude.com-- is a provider of information technology consulting services to a variety of industries in the United States. The Company offers business process review and assessment, business process infrastructure analysis, business process project estimation & planning and business process roadmap development. The Company is 100% owned by Quadrant 4 System Corporation, a debtor in a related Chapter 11 bankruptcy case (Bankr. N.D. Ill. Case No. 17-19689) filed on June 29, 2017. Concurrently with the acquisition of Stratitude by Quadrant 4 on Nov. 3, 2016, Stratitude acquired certain assets of Agama Solutions, Inc., a California corporation. Stratitude, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 17-30724) on Oct. 13, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Robert H. Steele, CEO. Judge Jack B. Schmetterer presides over the case. Nicholas R Dwayne, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman, Ltd., serve as the Debtor's bankruptcy counsel. SUNBURST FARMS: Creditors' Panel Hires Arst & Arst as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Sunburst Farms Partnership seeks authorization from the U.S. Bankruptcy Court for the District of Kansas to retain Arst & Arst, PA as counsel for the Committee. The Committee requires Arst & Arst to: a. advise the Unsecured Creditor Committee of its rights, powers and duties as the Unsecured Creditor Committee; b. advise the Unsecured Creditor Committee concerning and assist in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; c. investigate and advise the Unsecured Creditor Committee concerning and take such action as may be necessary to collect payment in accordance with applicable law; d. prepare on behalf of the Unsecured Creditor Committee such applications, motions, pleadings, orders, notices, and other documents as may be necessary and appropriate, and review the financial and other reports to be filed; f. advise the Unsecured Creditor Committee concerning and prepare responses to applications, motions, pleadings, notices and other documents which may be filed and served; g. counsel the Unsecured Creditor Committee in connection with the negotiation and promulgation of plan or plans of reorganization and related documents; and h. perform other legal services for and on behalf of the Unsecured Creditor Committee as may be necessary or appropriate in the administration of the case. Arst & Arst will be paid at these hourly rates: David Arst $285 Legal Assistant $75 David Arst, Esq., a partner at Arst & Arst, PA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Arst & Arst may be reached at: David Arst, Esq. Arst & Arst, P.A. 555 N. Woodlawn, Suite 115 Wichita, KS Phone: 316-265-4222 Fax: 316-265-1241 About Sunburst Farms Sunburst Farms Partnership is engaged in wheat and feed sorghum production. The principal place of business of Sunburst Farms is 116 W Greeley, Tribune, Kansas 67879. Sunburst Farms filed for Chapter 11 bankruptcy protection (Bankr. D. Kan. Case No. 17-11389) on July 19, 2017, disclosing $4.29 million in total assets and $6.60 million in total liabilities. The petition was signed by Carol Bloesser, president of Western Plains, the Debtor's general partner. Judge Robert E. Nugent presides over the case. David P. Eron, Esq., at Eron Law, P.A., serves as the Debtor's bankruptcy counsel. The Debtor hired K.Coe Isom, LLC, as its accountant. TALOOK ENTERTAINMENT: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Talook Entertainment as of Oct. 26, according to a court docket. About Talook Entertainment Talook Entertainment, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Case No. 17-06079) on Sept. 6, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Christopher Mark Kerney, Esq., at Kerney Law Office. TERRACE MANOR: Sale of Property to WC Smith Approved ---------------------------------------------------- Judge S. Martin Teel, Jr. of the U.S. Bankruptcy Court for the District of Columbia authorized Terrace Manor, LLC's sale of property to WC Smith & Company. The sale of the Property will proceed to closing free and clearof any lien claim or encumbrance asserted by the District of Columbia Department of Housing and Community Development ("DHCD") with any such lien, claim or encumbrance attaching to the proceeds of sale The title company closing on the sale of the Property, or the Debtor pursuant to Section 8.1 of the Plan, will hold in escrow $197,625, or such other amount as may be agreed to by the Debtor and DHCD to satisfy any disputed lien, claim or encumbrance of DHCD pending further order of the Court. About Terrace Manor Terrace Manor, LLC, owns a 61-unit residential apartment building located at 3341-3353 23rd Street S.E., 2276 Savanah Street, S.E., and 2270-2272 Savanah Street, S.E. Washington, DC. It is a single asset real estate as defined in 11 U.S.C. Section 101(51B). Sanford Capital, LLC, is the 100% owner of Debtor. Terrace Manor filed a Chapter 11 petition (Bankr. D.D.C. Case No. 17-00175) on March 30, 2017. The petition was signed by Carter A. Nowell, managing member of Sanford Capital. The case is assigned to Judge Martin S. Teel, Jr. At the time of filing, the Debtor estimated assets and liabilities between $1 million and $10 million. Brent C. Strickland, Esq., and Christopher A. Jones, Esq., at Whiteford, Taylor & Preston L.L.P., are serving as bankruptcy counsel to the Debtor. On April 10, 2017, the Debtor filed a disclosure statement and Chapter 11 plan of reorganization. THINK FINANCE: Taps American Legal as Claims & Notice Agent ----------------------------------------------------------- Think Finance and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, to employ American Legal Claims Services, LLC as the Debtors' notice, claims and balloting agent. The services ALCS will render are: (a) prepare and serve required notices in this Chapter 11 case, including: (i) Notice of commencement and the initial meeting of creditors under §341; (ii) Notice of claims bar date; (iii) Notices of objection to claims and objections to transfers of claims; (iv) Notices of hearings; (v) Notices of transfer of claims; (vi) Documents related to sales; (vii) Documents related to the Disclosure Statement of Plan of Reorganization if applicable; (viii) Notice of Effective Date if applicable; and (ix) Such other notices as the Debtors or Court may deem necessary or appropriate for an orderly administration of this bankruptcy case; (b) within five days after mailing of a particular notice, file with the Court a proof of service including a service list with the names and addresses of each party served and the manner of service; (c) receive, examine, and maintain copies of all proofs of claim and proofs of interest filed in this bankruptcy case; (d) maintain the official register of claims and interests by docketing all claims and interests in a claims database which includes at least: (i) the name and address of the claimant or interest holder and any agent thereof if applicable; (ii) the date the proof of claim or interest was received by ALCS or the Court; (iii) the official number assigned to the proof of claim or interest; and (iv) the asserted amount and classification of the claim; (e) record all transfers of claim pursuant to Bankruptcy Rule 3001(e); (f) revise the creditor matrix if necessary; (g) record any order entered by the Court, which may affect a proof of claim or interest, in the claim register; (h) monitor the Court's docket for any pleading related to a claim or interest and adjusting the claim register accordingly; (i) file a complete claim register with the Court on a quarterly basis or more regularly if requested by the Clerk's office; (j) maintain an up-to-date mailing list of all creditors and all entities who have filed proofs of claim or proofs of interest and/or requests for notices in the case and providing such list to the Court or any other requesting party within 48 hours; (k) provide access to the public for examination of claims and the claims register during the hours of 9:00 a.m. and 4:30 p.m. (prevailing Eastern Time), Monday through Friday at no charge; (l) create and maintain an informational website; (m) forward all claims, an updated claims register and an updated mailing list to the Court within 10 days of an entry of an order converting the case to chapter 7 or within 30 days of entry of a final decree; (n) implement necessary security measures to ensure the completeness and integrity of the claims register; (o) comply with applicable federal, state, municipal and local statutes, ordinances, rules, regulations, orders, and other requirements; (p) provide temporary employees to assist in any aspect of employment requirements; (q) promptly comply with such further conditions and requirements as the Clerk's Office or the Court may at any time prescribe; (r) provide such other claims processing, noticing, and administrative services as may be requested from time to time by the Debtors; (s) assist with plan solicitation and balloting; and (t) provide assistance relating to disbursements under the Debtors' plan. The Debtors have provided ALCS with an advance deposit retainer in the amount of $15,000. Jeffrey Pirrung, Managing Director of American Legal Claims Services, LLC, attests that neither ALCS, nor any employees thereof, represents any interest materially adverse to the Debtors' estates with respect to any matter upon which ALCS is to be engaged; and that ALCS is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The Agent can be reached through: Jeffrey Pirrung AMERICAN LEGAL CLAIMS SERVICES, LLC 765 Flowers Street Saint Augustine, FL 32092 Phone: (904) 517-1442 About Think Finance Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a provider of software technology, analytics, and marketing services to financial clients in the consumer lending industry. Think Finance offers an end-to-end, professionally managed online lending program. The company's customized services allow clients to create, develop, launch and manage their loan portfolio while effectively serving customers. For over 15 years, the company has helped its clients originate over 2 million loans enabling them to put more than $4 billion in credit on the street. Think Finance, LLC, along with six affiliates, sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23, 2017. Think Finance estimated assets of $100 million to $500 million and debt of $10 million to $50 million. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped Hunton & Williams LLP as counsel; Alvarez & Marsal as financial advisor; and American Legal Claims Services, LLC, as claims agent. TI GROUP: Moody's Hikes CFR to B1; Outlook Stable ------------------------------------------------- Moody's Investors Service upgraded the ratings of TI Group Automotive Systems, L.L.C. - Corporate Family and Probability of Default Ratings to B1 and B1-PD, from B2 and B2-PD, respectively. In a related action, Moody's affirmed the Ba3 rating on the senior secured cash flow revolving credit facility and term loan B, upgraded the senior unsecured notes to B3 from Caa1, and assigned an SGL-2 Speculative Grade Liquidity Rating. The rating outlook is stable. The rating action follows the announcement by TI Fluid Systems plc (TI Automotive), the ultimate parent of TI Group Automotive Systems, L.L.C., that it has priced its initial public stock offering in the U.K. on the London Stock Exchange with initial gross proceeds of EUR425 million. Net proceeds from the offering are expected to be used to pay down $229.5 million of TI Group Automotive Systems, L.L.C.'s 8.75% senior unsecured notes (currently $450 million outstanding) with the balance to pay down portion of its outstanding senior secured term loans. The following ratings were upgraded: TI Group Automotive Systems, L.L.C. Corporate Family Rating, to B1 from B2; Probability of Default, to B1-PD from B2-PD; $220.rmillion (US dollar equivalent, expected remaining amount) senior unsecured notes due 2023, to B3 (LGD5) from Caa1 (LGD5); The following ratings were affirmed: $125 million senior secured cash flow revolving credit facility due 2020, at Ba3 (LGD3); $1.0 billion (US dollar equivalent, expected remaining amount) senior secured term loan B due 2022, at Ba3 (LGD3); Moody's does not rate the $100 million asset based revolving credit facility. RATINGS RATIONALE The B1 Corporate Family Rating incorporates the company's improved Debt/EBITDA leverage profile following the expected completion of the above transactions. Pro forma for the expected debt paydown, Debt/EBITDA should improve to about 2.9x from 3.7x for the LTM period ending June 30, 2017. The ratings are supported by the company's competitive position as a supplier of fluid storage, carrying and delivery systems, diverse customer and geographic exposure which have driven EBITA margins to the high single digits. TI Automotive's revenues and profits have grown slightly above Moody's expectations following the company's acquisition by affiliates of Bain Capital in 2015. The ratings also consider the challenges of an evolving automotive powertrain over the coming years. TI Automotive must balance its product offerings to accommodate hybrid technologies which may pressure the company's content per vehicle. These industry trends also increase the risk of strategic acquisitions in order to remain competitive. The stable outlook incorporates the expectation that TI Automotive's operating performance over the next 12-18 months will remain relatively flat following the current transaction. Softening demand in North America is anticipated to be mitigated by growth in Europe and Asia. TI Automotive is expected to have a good liquidity profile over the next 12-15 months supported by sizeable cash balances, free cash flow generation, and availability under its revolving credit facilities. As of June 30, 2017, TI Automotive had approximately EUR195 million of cash on hand, and Moody's anticipate that the company will generate positive free cash flow over the next 12-15 month in the 7-10% range as a percentage of adjusted debt. The $100 million asset based revolving credit facility was unfunded at June 30, 2017 with availability of $96.5 million after $2.9 million of outstanding letters of credit, The $125 cash flow revolving credit facility also was unfunded at June 30, 2017. Both facilities mature in 2020 and are expected to remain unfunded over the next 12-15 month. The primary financial covenant under the asset based revolver is a springing fixed charge covenant of 1.0 to 1.0 when certain availability levels are triggered. The cash flow revolver also has a springing net leverage ratio covenant when certain availability levels are triggered. The term loan does not have financial maintenance covenants. Developments that could lead to a higher outlook or ratings include the maintenance of existing profitability levels that support continued free cash flow generation and debt reduction which drive Debt/EBITDA sustained at 2.5x and EBITA/Interest sustained over 4.5x. Also supporting a positive rating action would be sustaining good liquidity profile and financial policies which balance shareholder returns with capital reinvestment. Developments that could lead to a lower outlook or ratings include deterioration in automotive conditions which are not offset by cost saving actions resulting in EBITA/Interest under 3.5x, Debt/EBITDA approaching 4x, or a deteriorating liquidity profile. The ratings or outlook also could be lowered if shareholder distributions or acquisitions are made resulting in leverage approaching these thresholds. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. TI Automotive is a leading global manufacturer of fluid storage, carrying and delivery systems, primarily serving automotive OEMs of light duty vehicles with fuel tank and delivery systems representing about 40% of revenue and other fluid carrying systems 60%. Revenues for the LTM period ending June 30, 2017 were approximately EUR3.5 billion. TI Fluid Systems plc is majority owned by affiliates of and funds advised by Bain Capital, LP. TOWERSTREAM CORP: Files Free Writing Prospectus with SEC -------------------------------------------------------- Towerstream Corporation filed with the Securities and Exchange Commission a copy of a free writing prospectus dated Oct. 26, 2017, relating to the preliminary offering of approximately $24,500,000 Class A units, each unit consisting of one share of common stock and one warrant to purchase one share of common stock and Class B units consisting of share of Series I Convertible Preferred Stock and warrants. Towerstream's common stock and warrants have been approved for listing on the NASDAQ Capital Market under the symbols "TWER" & "TWERW", respectively. Proceeds of the offering will be used for general corporate purposes to include sales and marketing (65%) as well as working capital (35%). Joseph Gunnar & Co. serves as the sole book-runner. A full-text copy of the regulatory filing is available at: https://is.gd/qGBsgp About Towerstream Towerstream Corporation (OTCQB:TWER) — http://www.towerstream.com/— is a fixed-wireless fiber alternative company delivering Internet access to businesses. The Company offers broadband services in twelve urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $22.15 million on $26.89 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $40.48 million on $27.90 million of revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Towerstream had $28.17 million in total assets, $37.64 million in total liabilities, and a total stockholders’ deficit of $9.46 million. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TOWN SPORTS: Incurs $13.3 Million Net Loss in Third Quarter ----------------------------------------------------------- Town Sports International Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $13.27 million on $98.64 million of revenues for the three months ended Sept. 30, 2017, compared to a net loss of $5.50 million on $98.53 million of revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, Towns Sports reported a net loss of $16.62 million on $297.71 million of revenues compared to net income of $8.30 million on $300.81 million of revenues for the same period during the prior year. As of Sept. 30, 2017, the Company had $230.85 million in total assets, $330.51 million in total liabilities and a total stockholders' deficit of $99.65 million. "We experienced declining revenue from members in the past several years as the fitness industry was highly competitive in the geographic regions in which we compete," the Company stated in the Report. "Also, the prior strategy of converting to a low-cost gym resulted in additional revenue pressure for the past few years. New members joined at lower monthly rates and cancellations of members paying higher rates negatively impacted our results and liquidity. In response to this, we implemented cost-savings initiatives in 2015, 2016 and 2017, which mitigated in part the impact the decline in revenue had on our profitability and cash flow from operations. "We continue to recover from our prior strategy of converting to a low-cost gym. We focus on increasing membership in existing clubs to increase revenue. We may consider additional actions within our control, including certain club acquisitions, the closure of unprofitable clubs upon lease expiration and the sale of certain assets. We may also consider additional strategic alternatives, including opportunities to reduce TSI, LLC's existing debt and further cost-savings initiatives. Our ability to continue to meet our obligations is dependent on our ability to generate positive cash flow from a combination of initiatives, including those mentioned above. Failure to successfully implement these initiatives could have a material adverse effect on our liquidity and our operations, and we would need to implement alternative plans that could include additional asset sales, additional reductions in operating costs, additional reductions in working capital, debt restructurings and the deferral of capital expenditures. There can be no assurance that such alternatives would be available to us or that we would be successful in their implementation." As of Sept. 30, 2017, the Company had $59.3 million of cash and cash equivalents. Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and the interest rate swap. Although the Company deposits its cash with more than one financial institution, as of Sept. 30, 2017, $33.3 million was held at one financial institution. The Company has not experienced any losses on cash and cash equivalent accounts to date and we do not believe that, based on the credit ratings of the aforementioned institutions, the Company is exposed to any significant credit risk related to cash at this time. "Historically, we have satisfied our liquidity needs through cash generated from operations and various borrowing arrangements. Principal liquidity needs have included the acquisition and development of new clubs, debt service requirements, debt purchases and other capital expenditures necessary to upgrade, expand and renovate existing clubs. We believe that our existing cash and cash equivalents, cash generated from operations and our existing credit facility will be sufficient to fund capital expenditures, working capital needs and other liquidity requirements associated with our operations through at least the next 12 months." A full-text copy of the Form 10-Q is available for free at: https://is.gd/hGfiy9 About Town Sports International Town Sports International Holdings, Inc. is an owner and operator of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, owned and operated 164 fitness clubs as of Sept. 30, 2017, comprising 118 clubs in the New York metropolitan market (102 of which were under the "New York Sports Clubs" brand name and 16 of which were under the "Lucille Roberts" brand name), 28 clubs in the Boston metropolitan region under its "Boston Sports Clubs" brand name, 10 clubs (one of which is partly-owned) in the Washington, D.C. metropolitan region under its "Washington Sports Clubs" brand name, five clubs in the Philadelphia metropolitan region under its "Philadelphia Sports Clubs" brand name, and three clubs in Switzerland. These clubs collectively served approximately 588,000 members as of Sept. 30, 2017. Town Sports posted net income of $8.04 million for the year ended Dec. 31, 2016, compared to net income of $21.15 million for the year ended Dec. 31, 2015. * * * In May 2016, S&P Global Ratings said that it affirmed its corporate credit rating on New York City-based Town Sports International Holdings Inc. at 'CCC+'. The rating outlook is negative. The 'CCC+' corporate credit rating affirmation reflects a highly leveraged capital structure that S&P believes is unsustainable over the long term, the ongoing risk of a conventional default, and the risk of another type of distressed debt restructuring in the future. In May 2017, Moody's Investors Service changed the ratings outlook for the debt of Town Sports International Holdings, Inc., to stable from negative. At the same time, Moody's affirmed the Company's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) at 'Caa2' and 'Caa2-PD', respectively, and its Speculative Grade Liquidity Rating at SGL-3, while also upgrading the company's senior secured credit facilities rating to 'Caa1' from 'Caa2'. Town Sports' Speculative Grade Liquidity Rating is SGL-3. According to Moody's analyst David Berge, "Town Sports has made progress in stabilizing the fee-based portion of its revenue stream, which is an important early step in the company's recovery. The ability to grow its membership base while demonstrating the viability of its pricing strategy in the highly-competitive fitness club sector will be key to future improvement in the company's credit profile." TRUE RELIGION: Exits Chapter 11 Bankruptcy After Shareholder Talks ------------------------------------------------------------------ After less than four months, True Religion Brand Jeans has emerged from Chapter 11 Bankruptcy following negotiations with its key stakeholders, under a Plan of Reorganization approved by the Delaware Bankruptcy court on October 5, 2017. True Religion's re-organization plan allows the California-based denim company to greatly de-leverage its balance sheet, reducing its term loans from $471 million to $113.5 million upon emergence and extending its debt maturities to 2022. Debt Service each year will be substantially reduced, clearing the way for continued investment and company growth. "We would like to thank our consumers, our employees, vendors and suppliers for their unwavering support and continued dedication to the True Religion brand," says John Ermatinger, CEO. "With substantial debt burden removed, we are eager to turn our full attention to implementing our forward-thinking strategy, including improving our retail operations, new partnerships and growing the brand's digital presence." Mr. Ermatinger added, "With the consummation of this restructure, we are very excited and poised for the future." True Religion's emergence from bankruptcy allows it to compete effectively with a sustainable debt structure, adequate operating liquidity and structural improvements from financial and operational restructuring. The Company continues to make progress against its strategic plan, with adjusted EBITDA through September at $13.6 million, or +46% to last year. Citizens Bank, which provided $60 million in DIP financing, is also providing the exit ABL of $60 million, ensuring that the Company continues to have ample additional liquidity, in addition to its cash flow from operations and substantially reduced debt service obligation, to execute its growth plan. 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. TSAWD HOLDINGS: $77K Sale of Fresh & Easy Claim to Bradford Okayed ------------------------------------------------------------------ Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized TSAWD Holdings, Inc., and affiliates to sell the claim they owned in In re Fresh & Easy, LLC., Bankruptcy Case No. 15-12220 (Bankr. D. Del.) (BLS), to Bradford Capital Holdings, LP or its designee or permitted assignee for $77,477. The sale is free and clear of Interests or Claims, with all such Interests or Claims to attach after the Closing Date to the proceeds of the Sale. Except as set forth in the Assignment Agreement or the Order, the Purchaser is purchasing the Fresh & Easy Claim on an "as is, where is" basis. To the extent applicable, the automatic stay pursuant to section 362 of the Bankruptcy Code is lifted with respect to the Debtors to the extent necessary, without further order of the Court (i) to allow the Purchaser to give the Debtors any notice provided for in the Assignment Agreement; and (ii) to allow the Purchaser to take any and all actions permitted by the Assignment Agreement in accordance with the terms and conditions thereof, including, without limitation, effectuating the Sale. Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062, and 9014, the Order will be effective immediately upon entry, and the Debtors and the Purchaser are authorized to close the Sale immediately upon entry of the Order. The Assignment Agreement will be deemed effective immediately upon entry of the Order. About TSAWD Holdings TSAWD Holdings Inc., formerly known as Sports Authority Holdings, and its affiliates are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. TSAWD and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman and chief executive officer. The Debtors have engaged Robert A. Klyman, Esq., Matthew J. Williams, Esq., Jeremy L. Graves, Esq., and Sabina Jacobs, Esq., at Gibson, Dunn & Crutcher LLP as general counsel; Michael R. Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP as co-counsel; Rothschild Inc. as investment banker; FTI Consulting, Inc., as financial advisor; and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Andrew Vara, Acting U.S. trustee for Region 3, appointed seven creditors of Sports Authority Holdings Inc. to serve on the official committee of unsecured creditors. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. * * * In May 2016, the Delaware Court allowed Sports Authority to proceed with the liquidation of all of its roughly 450 stores across the country after the Debtors resolved or beat out about 100 objections to the sale. Judge Mary F. Walrath approved an agreement for a joint venture of Gordon Brothers Retail Partners LLC, Hilco Merchant Resources LLC and Tiger Capital Group LLC to conduct going out of business sales. The Joint Venture won an auction for the Debtors' inventory. The Debtors failed to obtain a winning going-concern bid at a May 17, 2016 auction. In July 2016, Judge Walrath approved the sale of the Debtors' intellectual property and more than two dozens of property leases to Dick's Sporting Goods Inc. Dick's bid was reportedly for $15 million. US FLIGHT ACADEMY: Unsecureds to Recover 100% in 3 Years Under Plan ------------------------------------------------------------------- US Flight Academy International, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement dated Oct. 4, 2017, referring to the Debtor's plan of reorganization. Holders of Class 6 General Unsecured Claims will receive 100% of their allowed claims. Allowed unsecured claims will be paid their pro rata share of 33% of the Debtor's net profits each year until the claims have been paid in full. The Debtor will pay the holders all timely filed and allowed claims in this class their pro rata share of 33% of the prior calendar year's Net Cash Flow each year until this claim is paid in full. These payments will be due starting on April 30, 2018, based upon the prior calendar year's Net Cash Flow, and continuing on April 30 of each year thereafter until all allowed claims in this class have been paid in full. For the purposes of the Disclosure Statement and Plan, Net Cash Flow will mean the total of all annual revenues of the Debtor, less all administrative, general and operating expenses, capital expenditures, taxes and all other payments called for under hte Plan, paid during the year. Class 6 Claims are impaired by the Plan. Payments and distributions under the Plan will be funded by the Debtor's continuing business operations. The Debtor is pursuing the enrolment of new students from Howard County College and other schools, and business relationships with other flight schools for the enrollment of foreign students. The Debtor may sell unneeded and unencumbered assets or obtain loans secured by the assets to help fund operations or plan payments. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-10295-54.pdf About US Flight Academy International, Inc. US Flight Academy International, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-10295) on Dec. 12, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Charles Dick Harris, Esq., at the Law Office of Dick Harris. VANITY SHOP: Sale of IP Assets Westerdal for $340K Approved ----------------------------------------------------------- Judge Shon Hastings of the U.S. Bankruptcy Court for the District of North Dakota authorized Vanity Shop of Grand Forks, Inc. to sell its intellectual property assets, including its domain names assets -- VANITY.COM, eVanity.com and VanityShops.com -- and its trademark portfolio -- including the Vanity(R) brand for apparel and retail store services, to Westerdal Corp., Inc. for $340,000. The auction by telephone was conducted on Oct. 25, 2017. The Sale Hearing was held on Oct. 26, 2017. The Domain Name Assets sold pursuant to the Intellectual Property Asset Purchase Agreement, dated Oct. 25, 2017, are being sold "as is, where is," without any representations or warranties from Debtor including but not limited to representations or warranties as to the quality or fitness of such assets for either their intended or any other purposes, free and clear of all liens, claims, interests, and encumbrances of any kind or nature whatsoever. Notwithstanding any provision of the Bankruptcy Rules to the contrary, (i) the Order will be effective immediately and enforceable upon its entry; (ii) the Debtor is not subject to any stay in the implementation, enforcement, or realization of the relief granted in the Order; and (iii) the Debtor is authorized and empowered to take any action necessary or appropriate to implement the Order. The Debtor is authorized to pay the Stalking Horse Bidder (Media Options SA) a Break-Up Fee of $5,000 and return of its deposit of $10,000. 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 Stone & Baxter as Counsel ----------------------------------------------------- Veracruz Investments, LLC and Helio E. and Zoila Bernal seek permission from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Stone & Baxter LLP as counsel. The Debtors require Stone & Baxter to: a. give the Debtors legal advice with respect to the powers and duties of Debtors-in-Possession in the continued operation of the business and management of the Debtors' property; b. prepare on behalf of the Debtors, as Debtors-in-Possession, necessary applications, motions, answers, reports, and other legal papers; c. continue existing litigation, if any, to which the Debtors-in-Possession may be a party and to conduct examinations incidental to the administration of their estates; d. take any and all necessary action necessary to the proper preservation and administration of the Debtors' estates; e. assist the Debtors-in-Possession with the preparation and filing of their Statements of Financial Affairs and schedules and lists as are appropriate; f. take whatever action is necessary with reference to the use by the Debtors of their property pledged as collateral, including cash collateral, to preserve the same for the benefit of the Debtors and secured creditors in accordance with the requirements of the Bankruptcy Code; g. assert, as directed by the Debtors, all claims Debtors have against others; h. assist the Debtors in connection with claims for taxes made by governmental units; and i. perform other legal services for the Debtors as Debtors-in-Possession that may be necessary. Stone & Baxter will be paid at these hourly rates: Attorney $220 - $505 Paralegals and Research Assistants $135 Stone & Baxter will also be reimbursed for reasonable out-of-pocket expenses incurred. David L. Bury, Jr., Esq., partner in the law firm of Stone & Baxter, 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. Stone & Baxter may be reached at: David L. Bury, Jr., Esq. G. Daniel Taylor, Esq. Stone & Baxter, LLP Fickling & Co. Building 577 Mulberry Street, Suite 800 Macon, GA 31201 Tel: (478) 750-9898 Fax: (478) 750-9899 E-mail: dbury@stoneandbaxter.com dtaylor@stoneandbaxter.com About Veracruz Investments 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. Helio E. Bernal, operating manager, signed the petition. The Debtor estimated 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 its counsel. VERACRUZ INVESTMENTS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Veracruz Investments, LLC, as of Oct. 26, according to a court docket. About Veracruz Investments 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. Helio E. Bernal, operating manager, signed the petition. The Debtor estimated 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. VERONICA PERSAUD: Dixie Buying Lake Worth Property for $410K ------------------------------------------------------------ Veronica Savitri Persaud asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the sale of her property located at 613 S. Dixie Hwy., Lake Worth, Florida, legally described as Town of Lake Worth Lot 12 Block 205, Palm Beach County, Florida, to Dixie Capital Partners, LLC for $410,000. The secured lien to U.S. Bank, NA as Trustee, recorded at OR Book 16774, Page 631 and re-recorded at OR Book 20938, Page 443 was valued in the Debtor's Chapter 11 bankruptcy. The Order Granting Motion to Value and Determine Secured Status of Lien on Real Property Held by U.S. Bank, NA as Trustee was entered on Oct. 17, 2014 (ECF#169) allowing a secured claim of $90,844 to the lender. The secured liens of City of Lake Worth recorded on April 5, 2013 at OR Book 25927, Page 768 and May 18, 2013 at OR Book 26059, Page 1748 were valued in the Debtor's Chapter 11 bankruptcy. The Order Granting Motion to Value and Determine Secured Status of Lien on Real Property Held by City of Lake Worth was entered on Sept. 10, 2014 (ECF#113) allowing a secured claim of $0 to the lender. The Debtor owns the Property. She entered into the "As Is" Residential Contract for Sale and Purchase with the Buyer for the sale of the Property for $410,000. The earnest money deposit is $25,000. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Veronica_Persaud_272_Sales.pdf Counsel for the Debtor: Brian K. McMahon, Esq. BRIAN K. MCMAHON, P.A. 1401 Forum Way 6th Floor West Palm Beach, FL. 33401 Telephone: (561) 478-2500 Facsimile: (561) 478-3111 E-mail: briankmcmahon@gmail.com Veronica Savitri Persaud sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 14-13268) on Feb. 11, 2014. W.R. GRACE: Entitled to $3.6MM Refund from IRS, Court Rules ----------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware ruled in favor of W.R. Grace & Co., et al., in a dispute with the Internal Revenue Service over the interest rate payable on a tax deficiency in 1998. The amount in question results from the IRS calculation of interest on the 1998 tax deficiency using the rates of interest in the Tax Code ($4,980,800), and the Reorganized Debtors calculation using the Plan rate of interest of 4.19% ($3,434,608), plus a difference in overpayment interest (IRS - $89,538 versus Reorganized Debtors - $170,260). The Reorganized Debtors argue that the IRS had a claim against Debtors for the 1998 tax deficiency and interest. Therefore, the Reorganized Debtors argue, without the refund the IRS would have had an allowed priority tax claim in the sum of $5,852,658 and the Reorganized debtors would have paid the tax claim plus interest at the Plan rate of 4.19%. In siding with the Reorganized Debtors, the Court opines that in reality and effect, the Plan is the basis for the payment of post-petition interest. The IRS had an Allowed Priority Tax Claim in the sum of $6,721,065, which is the 1998 tax of $5,852,658, plus statutory interest accrued through the filing of the bankruptcy petitions. The Plan then provides for the payment of interest at 4.19% on the Allowed Priority Tax Claim. The Plan takes priority and it would be inappropriate for the Court to apply equitable recoupment under the circumstances. The Court, thus, allows the IRS interest at the Plan rate of 4.19%. The Reorganized Debtors are therefore entitled to a refund of $3,654,459 rather than the $2,027,545 refund determination by the IRS. The IRS must issue the difference of $1,626,914 as a refund plus overpayment interest at the rate specified in 26 U.S.C. section 6621, from Sept. 12, 2014, through the date of payment. A full-text copy of Judge Gross' Memorandum Opinion dated Oct. 23, 2017, is available at: http://bankrupt.com/misc/deb01-01139-32954.pdf About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). The Debtors are represented by Adam Paul, Esq., and John Donley, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago, Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. W.R. Grace defeated four appeals from approval of the Plan. A fifth appeal was by secured bank lenders claiming the right to $185 million of interest at the contractual default rate. Pursuant to a settlement announced in December 2013, lenders are to receive $129 million in settlement of the claim for additional interest. W.R. Grace & Co. and its debtor affiliates notified the U.S. Bankruptcy Court for the District of Delaware that they have satisfied or waived conditions to the occurrence of the effective date of the First Amended Joint Plan of Reorganization co-proposed by the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative, and the Official Committee of Equity Security Holders. The effective date of the Plan occurred on Feb. 3, 2014. WJA ASSET: Luxury Wants to Enter Into Contracts with Consultants ---------------------------------------------------------------- Luxury Asset Purchasing International, LLC, and its three members, 5827 Winland Hills Drive Development Fund, LLC, TD REO Fund, LLC, and CA Real Estate Opportunity Fund III, LLC, ask the U.S. Bankruptcy Court for the Central District of California to authorize them (i) to use Luxury's interest in 9.42 acres of real property located at 5827 Winland Hills Drive and San Dieguito Road in San Diego, California, and subdivide the parcel and develop the project into three separate parcels, one for an estatesized home and the other two for a senior housing facility; (ii) to enter into contracts with various third parties, including an architectural firm specializing in senior housing, a landscape architect, a soil engineer, and a land surveyor to provide services that will be necessary for the entitlements process; and (iii) to use funds that are property of their respective bankruptcy estates to pay the fees, which are estimated to collectively total no more than $392,250. Luxury's primary asset is the Propery within the community of Rancho Santa Fe. At present, there are no improvements on the Property, but Luxury has been in the process of obtaining entitlements and permits for the Property to be developed into a luxury home and a senior residential living facility. The Property will be worth significantly more with the entitlements than it is without. Luxury previously obtained authority to enter into a consulting agreement with Shapouri & Associates to guide Luxury through the permit and entitlements process and its members obtained permission to fund the consulting fee. Luxury and its members have also obtained authority to enter into an agreement with the homeowners' association regarding an easement needed for the project. By the motion, Luxury asks authority to enter into contracts with various third parties, including an architectural firm specializing in senior housing, a landscape architect, a soil engineer, and a land surveyor to provide services that will be necessary for the entitlements process. It also asks authority to pay the fees required by the City and County of San Diego to complete the entitlements process. In addition, the Luxury Members ask authority to use funds that are property of their respective bankruptcy estates to pay the fees, which are estimated to collectively total no more than $392,250. Each of the items that is the subject of the Motion is necessary for the entitlements process to be completed and for the Luxury Debtors to realize the increased value expected to be obtained as a result of the project. On May 18, 2017, Luxury and its affiliates filed voluntary petitions under chapter 11 of the United States Bankruptcy Code. On May 25, 2017, four other affiliated filed voluntary petitions under chapter 11. On June 6, CA Real Estate Opportunity Fund III filed its chapter 11 petition ("Debtors"). The Debtors' cases are jointly administered and the Debtors continue to operate their businesses and manage their affairs as DIP. William Jordan Investments, Inc. ("Advisor"), is a registered investment advisor. WJA Asset Management, LLC ("Manager"), is the managing member of the Debtors, with the exception of itself and Advisor. Prior to the bankruptcy filings, William Jordan was the president and sole owner of Advisor and was the sole member and manager of Manager. Pursuant to Court orders, Howard Grobstein is now serving as the chief restructuring officer of the Debtors and Mr. Jordan no longer has any ongoing role in the Debtors' operations. Luxury is owned by three insider entities: (i) 32.5% by 5827 Winland; (ii) 32.5% by CA REO III; and (iii) 35% by TD REO. The reason for the existence of Luxury, 5827 Winland, and CA REO III was to acquire an interest in the Property, pay for the entitlements, and then sell the Property for a gain. The owners of Luxury acquired their interest in the Property in 2016. The Property, which is owned by Luxury and subject to two liens, consists of 9.42 acres located in the upscale San Diego community of Rancho Santa Fe. In 2016, Luxury retained a consultant, Shapouri & Associates ("Shapouri"), to help it subdivide the parcel and develop the project into three separate parcels, one for an estatesized home and the other two for a senior housing facility ("Project"). Shapouri is responsible for obtaining the permits and entitlements for the Project. Once that process is complete, the Property will be worth substantially more than it is without the permits and entitlements. The Court previously authorized Shapouri's continued retention by Luxury. The entitlements process has a large number of moving parts and a lot of steps that must be taken before it is completed, including the preparation of drawings by a landscape architect, physical renderings of the project, financial modeling, and a land development cost estimator ("Consultants"). The Motion is filed to obtain explicit Court approval of the retention and payment of the Consultants to handle these and other issues and seeks authority for Luxury to retain these Consultants and for the Luxury Members to pay these estimated costs: a. Douglas Pancake Architects is an Irvine-based architectural firm with a specialty in senior housing. The sum of $8,750 is due for the completion of the preliminary services it has already provided that include giving recommendations regarding the composition of the building and working with the development team in the creation of three conceptual site plans. For this next round of work, Douglas Pancake Architects charges a fixed fee of $62,500. Out of an abundance of caution, the Luxury Debtors are asking authority to pay up to an additional $7,000, although it will only pay any additional portion up to that amount if it becomes critical to the completion of the entitlements process. b. David Neault Associates is a landscape architectural firm who specializes in development and entitlement work. It charges a flat fee that the Luxury Debtors estimate will be approximately $30,000. c. Geocon Inc. is a soil engineering firm who has already performed some work on the Project and is therefore familiar with the soil and geologic conditions of the site. It is estimated that the fees for Geocon will be approximately $30,000. d. Viking Capital (Financial Modeling), J.T. Kruer & Co. (Land Development Cost Estimator), and KPRS Construction Services (Building Construction Cost Estimator): It is anticipated that J.T. Kruer's fees will be approximately $15,000, KPRS's fees will be approximately $10,000, and that Viking Capital's will be approximately $7,000. e. Ekard Smith & Associates is a public relations firm that has experience with the entitlements process, and its principals together have 30 years of experience as community managers in the immediate area surrounding the Project and both have a wealth of experience with the City and County of San Diego. If its services were to be required, it is estimated that they would not exceed $12,000. f. Coastal Land Solutions has already provided land surveying and mapping services for the Project, performing boundary and topographic survey work for use in the planning of the Project. If its services are required, it is estimated that they would not exceed $10,000 and would likely be less. Coastal bills monthly for services performed. g. Governmental Fees and Deposits Related to the Project: As with any development, there will be fees and deposits required to be paid to the County of San Diego and the City of San Diego in order to get the Project completed. The anticipated fees and deposits for this Project include the following: (i) $15,341 in fees related to the Standard Application for the Major Use Permit; (ii) $12,174 related to the Major Pre-Application with Land Use Environmental Planner; and (iii) $16,246 related to the Standard Application for theTentative Parcel Map for a minor subdivision. Based on Mr. Shapouri's experience with projects of this type, it is anticipated that the total entitlement fees due to the City and County of San Diego may be as much as $200,000. Prior to the filing of the Motion, the counsel for the Luxury Debtors shares the Motion with counsel for the Committee in order to make sure that the Committee had no objection to the relief sought in the Motion and had an opportunity to raise any issues. The Luxury Debtors did not receive notice of any objection from the Committee and believes that the Committee supports the relief sought. As of the preparation of the Motion, Luxury had approximately $29,557 in its account. Because this is clearly not enough to fund all of the requested payments, the Luxury Members ask the same relief that they previously sought with respect to the retention of Shapouri. Specifically, the Luxury Members ask authority under 11 U.S.C. Section 363(b) to make the requisite payments based on their respective ownership interests in Luxury. As of the preparation of the Motion, 5827 Winland had approximately $56,859 on hand, TD REO had approximately $1,110,773 on hand, and CA REO III had approximately $690,552 on hand. Because 5827 Winland will not have sufficient funds to pay its full share of the fees, the Luxury Members propose that the two other Luxury Members be able to fund the difference to Luxury with an interest-free loan. Each of these loans will be repaid from proceeds generated from the sale of the Property prior to any distribution being made to the Luxury Members on account of their equity interest in Luxury. This same relief was sought and granted with respect to the retention of Shapouri and the easement agreement with the homeowners' association. In order to ensure that the entitlements process continues to go smoothly so that the Property can be sold once that process is complete, the Luxury Debtors ask the Court to approve the relief sought. A copy of the Resumes of the Consultants attached to the Motion is available for free at: http://bankrupt.com/misc/WJA_Asset_250_Sales.pdf The Consultants: Douglas E. Pancake, AIA President DOUGLAS PANCAKE ARCHTECTS, INC. 19000 MacArthur Blvd., Suite 500 Irvine, CA 92612 Telephone: (949) 720-3850 Mobile: (949) 94508331 David Naeault, President DAVID NEAULT ASSOCIATES, INC. 41877 Enterprise Circle North Suite 140 Temecula, CA 92590 Telephone: (951) 296-3430 Facsimile: (951) 296-3431 David B. Evans Vice President GEOCON, INC. 6960 Flanders Drive San Diego, CA 92121-2974 Telephone: (858) 558-6900 Facsimile: (858) 558-5159 Jonathan T Kruer President J.T. KRUER & CO. 10251 Vista Sorrento Pkwy, Ste. 150 San Diego, CA 92121 Telephone: (858) 550-0044 Facsimile: (858) 550-0404 KPRS CONSTRUCTION SERVICES, INC. 2850 Saturn Street Brea, CA 92821 Telephone: (714) 672-0800 Facsimile: (714) 672-0871 VIKING CAPITAL, LLC 1 Spectrum Point Drive Lake Forest, CA 92630 Telephone: (949) 374-3364 Facsimile: (949) 209-0332 E-mail: bill@vikingcapitalllc.com Peter B. Smith General Partner EKARD SMITH & ASSOCIATES 17236 Acanto Drive Ramona, CA 92065 Cellular: (619) 417-4714 E-mail: peterbale5@icloud.com Sean C. Englert President COASTAL LAND SOLUTIONS INC. 577 Second Street Encinitas, CA 92024 Telephone: (760) 230-6025 Facsimile: (760) 230-6026 E-mail: sean@coastal-land-solutions.com Ali Shapouri President SHAPOURI & ASSOCIATES 16089 San Dieguito Road, Suite H-104 Rancho Santa Fe, CA 92067-6221 Counsel for Luxury Debtors: Kyra E. Andrassy, Esq. Lei Lei Wang Ekvall, Esq. Robert S. Marticello, Esq. Michael L. Simon, Esq. 3200 Park Center Drive, Suite 250 Costa Mesa, CA 92626 Telephone: (714) 445-1000 Facsimile: (714) 445-1002 E-mail: lekvall@swelawfirm.com kandrassy@swelawfirm.com rmarticello@swelawfirm.com msimon@swelawfirm.com About WJA Asset Management Luxury Asset Purchasing International, LLC, et al., are part of a network of entities or "Funds" formed to offer a range of investment opportunities to individuals. Many of the existing Funds are performing and some Funds had substantial gains. However, certain Funds, i.e., those invested in private trust deeds secured by real estate, suffered losses. William Jordan Investments, Inc. ("Advisor"), is a registered investment advisor. Laguna Hills, California-based WJA Asset Management, LLC ("Manager"), is the managing member of Luxury, et al. William Jordan was the president and sole owner of Advisor and was the sole member and manager of Manager. On May 18, 2017, Luxury and its affiliates filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. On May 25, 2017, four other affiliated filed voluntary Chapter 11 petitions. On June 6, CA Real Estate Opportunity Fund III filed its Chapter 11 petition. The Debtors' cases are jointly administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the Debtors continue to operate their businesses and manage their affairs as DIP. Pursuant to court orders, Howard Grobstein is now serving as the chief restructuring officer of the Debtors and Mr. Jordan no longer has any ongoing role in the Debtors' operations. At the time of the filing, WJA estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Scott C. Clarkson presides over the cases. Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S. Marticello, Esq., and Michael L. Simon, Esq., at Smiley Wang-Ekvall, LLP, serve as counsel to the Debtors. WYNIT DISTRIBUTION: Sets Bidding Procedures for Inventory --------------------------------------------------------- WYNIT Distribution, LLC, and its affiliates ask the U.S. Bankruptcy Court for the District of Minnesota to authorize the bidding procedures in connection with the sale of inventory at auction. A hearing on the Motion is set for Nov. 8, 2017 at 2:00 p.m. Objection deadline is Nov. 3, 2017. The Assets to be sold consist of the inventory that was not sold pursuant to the First Sale Motion. The Assets do not include any assets of WD Encore Software, LLC. The Assets will be offered for sale in the aggregate and in lots. Because the Assets to be sold have a limited "shelf life" driven by the rapid evolution of existing products and the rapid development of new products, it is critically important to sell the Assets as quickly as reasonably possible to maximize value for their creditors. Each of the Debtors other than WYNIT Holdings, Inc. is a borrower under a Credit Agreement, dated Nov. 29, 2016 ("Wells Credit Agreement"), under which Wells Fargo Bank, National Association, as the Prepetition Agent, for itself and other Prepetition Lenders, has authority to act as secured lender. WYNIT Holdings signed a guaranty of the other Debtors' obligations under the Wells Credit Agreement. Each of the Debtors also executed the Guaranty and Security Agreements each dated as of Nov. 29, 2016 in favor of the Prepetition Lenders to secure performance of terms and obligations arising under the Wells Credit Agreement and, under the Security Agreement, each signing Debtor granted the Prepetition Agent, for the benefit of itself and the Prepetition Senior Lenders, a first priority security interest in and continuing lien on substantially all of each such Debtor's assets and property, and all proceeds, products, accessions, rents, and profits thereof, in each case whether then owned or existing or thereafter acquired or arising. The Wells Credit Agreement provided the Debtors party thereto with a revolving, operating line of credit, subject to borrowing base restrictions and compliance with a host of other covenants, in an aggregate maximum principal amount of $250,000,000 ("Wells Facility"). As of the Petition Date, the outstanding principal balance of the Wells Facility was in excess of $76,724,574. In addition to the foregoing, on Feb. 12, 2014, WYNIT Distribution, LLC, entered into an Inventory Financing Agreement with Wells Fargo Commercial Distribution Finance, LLC ("WFCDF"), that provided financing for the purchase of certain, specified inventory and, in exchange, WFCDF received, among other things, a first-priority, purchase money security interest in specific inventory purchased with the proceeds of its loan ("WFCDF Inventory"). As of Aug. 29, 2017, the outstanding balance on WFCDF's line of credit was $10,356,227. After careful analysis, WYNIT Distribution, in consultation with its third-party financial advisor, concluded that the value of the inventory subject to WFCDF's purchase money security interest was nearly identical to the amount owed to WFCDF. As a result, WYNIT Distribution entered into a Voluntary Surrender Agreement with WFCDF, and surrendered relevant inventory to WFCDF on Sept. 5, 2017. Pursuant to the Order Granting Motion of Wells Fargo Commercial Distribution Financing, LLC for Relief from the Automatic Stay entered on Oct. 5, 2017, WFCDF has received authority to exercise its rights and remedies with respect to the WFCDF Inventory, and the WFCDF Inventory is not included as part of the Assets to be sold pursuant to the Motion. Within 90 days prior to the petition date, the Debtors also executed a security agreement dated June 12, 2017, that purports to provide FitBit, Inc. with a subordinated lien on the Debtors' assets. FitBit filed a related UCC financing statement on June 16, 2017. As a result, any asserted security interest may be avoidable, any claim is subject to an objection, and all rights with respect to any asserted claim and lien are reserved under the Bankruptcy Code. After filing the Cases, the Debtors have performed their duties under the Bankruptcy Code attentively and in good faith. Among other things to date: a. The Debtors filed the DIP Financing Motion on Sept. 8, 2017 under which they sought the Court approval for a senior secured postpetition revolving loan facility of up to $15,000,000 ("Postpetition Facility") with Wells Fargo Bank, National Association as administrative agent ("Postpetition Agent") for certain of the Prepetition Lenders with respect thereto ("Postpetition Lenders"). The Court has entered two interim Orders granting the DIP Financing Motion and the Postpetition Facility pursuant to which up to $8,000,000 of interim financing is being provided by the Postpetition Lenders to the Debtors. b. On Sept. 28, 2017, the Debtors filed their First Sale Motion pursuant to which the Debtors sought approval of certain bidding procedures and the sale of certain of their accounts receivable, inventory, and other related assets. On Oct. 12, 2017, the Court entered the Order approving the bid procedures portion of the First Sale Motion. A hearing to approve the sale portion of the First Sale Motion was held on Oct. 20, 2017. c. The Court entered an order approving the First Sale Motion on Oct. 23, 2017. The Debtors propose the following timeline for execution of the Bid Procedures and the related sale transaction(s): a. Bid Procedures Approved: Nov. 8, 2017 b. Bid Deadline: Nov. 16, 2017 c. Final Auction, and Announce Results: Nov. 20, 2017 d. Deadline for Objection to Sale: Nov. 22, 2017 e. Sale Motion Approved: Nov. 28, 2017 f. Closing re Asset Sale(s) (outside date): Nov. 30, 2017 The salient terms of the Sale Motion and the Bidding Procedures are: a. Sale to Insider: At this time, none of the Assets are contemplated to be sold to an "insider" within the meaning of Bankruptcy Code Section 101(31). b. Sale Agent: The Debtors are proposing that Conway MacKenzie act independently as the Sale Agent. c. Competitive Bidding: At this time, the Debtors do not anticipate any private sale or elimination of competitive bidding. d. Interim Arrangements with Proposed Buye: At this time, the Debtors do not anticipate any interim arrangements with any proposed buyer. e. Use of Proceeds: The Debtors propose to escrow the sale proceeds upon closing of any sale transactions with any liens, claims, interests and encumbrances against the Assets to attach to such sale proceeds with the same extent, validity and priority as of the Petition Date. f. Relief from Bankruptcy Rules 6004(h): By the Motion, the Debtors do ask relief from the 14-day stay imposed by Fed. R. Bankr. P. 6004(h) for the reasons noted. g. The Bid must be in cash unless otherwise consented to by the Sale Agent, after consultation with the Consultation Parties. h. Bid Deadline: Nov. 16, 2017, at 12:00 p.m. (PCT) i. Good Faith Deposit: 10% of the purchase price or guaranteed amount for the Assets proposed to be purchased j. Auction: Nov. 20, 2017, 2017, at 11:00 a.m. (PCT) at the offices of the Debtors' counsel k. Credit Bid: Each of the Postpetition Agent and the Prepetition Agent, on behalf of the Postpetition Lenders and the Prepetition Lenders, respectively, are deemed Qualified Bidders and have the right to credit bid for some or all of the Assets should they elect to do so. l. Sale Hearing: Nov. 28, 2017 at 9:00 a.m. (PCT) m. Sale Hearing Objection Deadline: Nov. 22, 2017 A copy of the Bidding Procedures attached to the Notice is available for free at: http://bankrupt.com/misc/WYNIT_Distribution_279_Sales.pdf Pursuant to Local Rule 9013-2, the Debtors give notice that they may, if necessary, call Gregory A. Charleston, of Conway Mackenzie, Inc., 1075 Peachtree Street, Ste. 3675, Atlanta Georgia, to testify at the hearing on the Motion regarding the facts set forth. In order to achieve the maximum value of the Debtors' estates, it is necessary for them to obtain prompt approval of the Bid Procedures as doing so will give potential bidders ample time to consider participating in the proposed auction. Given the exigencies described in the Motion, delaying the sale of the Assets will have a detrimental effect on the value of the Assets and diminish returns to their creditors. Accordingly, the Debtors ask the Court to approve the relief sought. The Debtors further ask that the Court waives the stay required by Bankruptcy Rule 6004(h). About WYNIT Distribution Headquartered at Greenville, South Carolina, WYNIT Distribution, LLC, is an international distributor of products from the top brands in the consumer electronics, photo, wide format printing, security and outdoor leisure and adventure industries. WYNIT Distribution filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 17-42726) on Sept. 8, 2017. The petitions were signed by Pete Richichi, its chief operating officer. By orders entered on Sept. 13, 2017, the cases are jointly administered, with WYNIT Distribution's case as the lead case. The Debtor disclosed total assets and debt of $100 million to $500 million. Judge Kathleen H Sanberg presides over the case. The Debtor engaged Stinson Leonard Street LLP as counsel. The Debtor also hired Conway Mackenzie, Inc., as financial advisor, and JND Corporate Restructuring as claims, noticing, and balloting agent. The Official Committee of Unsecured Creditors formed in the case has retained Barnes & Thornburg LLP and Lowenstein Sandler LLP as its bankruptcy co-counsel. WYNIT DISTRIBUTION: Wants to Sell Inventory in Aggregate & in Lots ------------------------------------------------------------------ WYNIT Distribution, LLC, and its affiliates ask the U.S. Bankruptcy Court for the District of Minnesota to authorize one or more potential sale(s) of inventory at auction. A hearing on the Motion is set for Nov. 28, 2017 at 9:00 a.m. Objection deadline is Nov. 22, 2017. The Debtors have filed, contemporaneously with the Motion, a motion for an order approving bid procedures to effectuate the sale of assets free and clear of all liens, interests, claims and encumbrances. The Assets to be sold consist of the inventory that was not sold pursuant to the First Sale Motion. The Assets do not include any assets of WD Encore Software, LLC. The Assets will be offered for sale in the aggregate and in lots. Because the Assets to be sold have a limited "shelf life" driven by the rapid evolution of existing products and the rapid development of new products, it is critically important to sell the Assets as quickly as reasonably possible to maximize value for their creditors. Each of the Debtors other than WYNIT Holdings, Inc. is a borrower under a Credit Agreement, dated Nov. 29, 2016 ("Wells Credit Agreement"), under which Wells Fargo Bank, National Association, as the Prepetition Agent, for itself and other Prepetition Lenders, has authority to act as secured lender. WYNIT Holdings signed a guaranty of the other Debtors' obligations under the Wells Credit Agreement. Each of the Debtors also executed the Guaranty and Security Agreements each dated as of Nov. 29, 2016 in favor of the Prepetition Lenders to secure performance of terms and obligations arising under the Wells Credit Agreement and, under the Security Agreement, each signing Debtor granted the Prepetition Agent, for the benefit of itself and the Prepetition Senior Lenders, a first priority security interest in and continuing lien on substantially all of each such Debtor's assets and property, and all proceeds, products, accessions, rents, and profits thereof, in each case whether then owned or existing or thereafter acquired or arising. The Wells Credit Agreement provided the Debtors party thereto with a revolving, operating line of credit, subject to borrowing base restrictions and compliance with a host of other covenants, in an aggregate maximum principal amount of $250,000,000 ("Wells Facility"). As of the Petition Date, the outstanding principal balance of the Wells Facility was in excess of $76,724,574. In addition to the foregoing, on Feb. 12, 2014, WYNIT Distribution, LLC, entered into an Inventory Financing Agreement with Wells Fargo Commercial Distribution Finance, LLC ("WFCDF"), that provided financing for the purchase of certain, specified inventory and, in exchange, WFCDF received, among other things, a first-priority, purchase money security interest in specific inventory purchased with the proceeds of its loan ("WFCDF Inventory"). As of Aug. 29, 2017, the outstanding balance on WFCDF's line of credit was $10,356,227. After careful analysis, WYNIT Distribution, in consultation with its third-party financial advisor, concluded that the value of the inventory subject to WFCDF's purchase money security interest was nearly identical to the amount owed to WFCDF. As a result, WYNIT Distribution entered into a Voluntary Surrender Agreement with WFCDF, and surrendered relevant inventory to WFCDF on Sept. 5, 2017. Pursuant to the Order Granting Motion of Wells Fargo Commercial Distribution Financing, LLC for Relief from the Automatic Stay entered on Oct. 5, 2017, WFCDF has received authority to exercise its rights and remedies with respect to the WFCDF Inventory, and the WFCDF Inventory is not included as part of the Assets to be sold pursuant to the Motion. Within 90 days prior to the petition date, the Debtors also executed a security agreement dated June 12, 2017, that purports to provide FitBit, Inc. with a subordinated lien on the Debtors' assets. FitBit filed a related UCC financing statement on June 16, 2017. As a result, any asserted security interest may be avoidable, any claim is subject to an objection, and all rights with respect to any asserted claim and lien are reserved under the Bankruptcy Code. After filing the Cases, the Debtors have performed their duties under the Bankruptcy Code attentively and in good faith. Among other things to date: a. The Debtors filed the DIP Financing Motion on Sept. 8, 2017 under which they sought the Court approval for a senior secured postpetition revolving loan facility of up to $15,000,000 ("Postpetition Facility") with Wells Fargo Bank, National Association as administrative agent ("Postpetition Agent") for certain of the Prepetition Lenders with respect thereto ("Postpetition Lenders"). The Court has entered two interim Orders granting the DIP Financing Motion and the Postpetition Facility pursuant to which up to $8,000,000 of interim financing is being provided by the Postpetition Lenders to the Debtors. b. On Sept. 28, 2017, the Debtors filed their First Sale Motion pursuant to which the Debtors sought approval of certain bidding procedures and the sale of certain of their accounts receivable, inventory, and other related assets. On Oct. 12, 2017, the Court entered the Order approving the bid procedures portion of the First Sale Motion. A hearing to approve the sale portion of the First Sale Motion was held on Oct. 20, 2017. c. The Court entered an order approving the First Sale Motion on Oct. 23, 2017. The salient terms of the Sale Motion and the Bidding Procedures are: a. Sale to Insider: At this time, none of the Assets are contemplated to be sold to an "insider" within the meaning of Bankruptcy Code Section 101(31). b. Sale Agent: The Debtors are proposing that Conway MacKenzie act independently as the Sale Agent. c. Competitive Bidding: At this time, the Debtors do not anticipate any private sale or elimination of competitive bidding. d. Interim Arrangements with Proposed Buyer: At this time, the Debtors do not anticipate any interim arrangements with any proposed buyer. e. Use of Proceeds: The Debtors propose to escrow the sale proceeds upon closing of any sale transactions with any liens, claims, interests and encumbrances against the Assets to attach to such sale proceeds with the same extent, validity and priority as of the Petition Date. f. Relief from Bankruptcy Rules 6004(h): By the Motion, the Debtors do ask relief from the 14-day stay imposed by Fed. R. Bankr. P. 6004(h) for the reasons noted. g. The Bid must be in cash unless otherwise consented to by the Sale Agent, after consultation with the Consultation Parties. h. Bid Deadline: Nov. 16, 2017, at 12:00 p.m. (PCT) i. Good Faith Deposit: 10% of the purchase price or guaranteed amount for the Assets proposed to be purchased j. Auction: Nov. 20, 2017, 2017, at 11:00 a.m. (PCT) at the offices of the Debtors' counsel k. Credit Bid: Each of the Postpetition Agent and the Prepetition Agent, on behalf of the Postpetition Lenders and the Prepetition Lenders, respectively, are deemed Qualified Bidders and have the right to credit bid for some or all of the Assets should they elect to do so. l. Sale Hearing: Nov. 28, 2017 at 9:00 a.m. (PCT) m. Sale Hearing Objection Deadline: Nov. 22, 2017 The Debtors asks approval of the sale of the Assets pursuant to the Bid Procedures as set forth in the Bid Procedures Motion. They further ask the Court to waive the stay required by Bankruptcy Rule 6004(h). A copy of the list of Assets to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/WYNIT_Distribution_Sales.pdf About WYNIT Distribution Headquartered at Greenville, South Carolina, WYNIT Distribution, LLC, is an international distributor of products from the top brands in the consumer electronics, photo, wide format printing, security and outdoor leisure and adventure industries. WYNIT Distribution filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 17-42726) on Sept. 8, 2017. The petitions were signed by Pete Richichi, its chief operating officer. On Sept. 13, 2017, the cases are jointly administered. The Debtor disclosed total assets and debt of $100 million to $500 million. Judge Kathleen H Sanberg presides over the case. The Debtor engaged Stinson Leonard Street LLP as counsel. The Debtor also hired Conway Mackenzie, Inc., as financial advisor, and JND Corporate Restructuring as claims, noticing, and balloting agent. The Official Committee of Unsecured Creditors formed in the case has retained Barnes & Thornburg LLP and Lowenstein Sandler LLP as its bankruptcy co-counsel. Y&K SUN: Court Directs Appointment of Chapter 11 Trustee -------------------------------------------------------- The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the District of Colorado, at the behest of Y&K Sun, Inc., ordered that the U.S. Trustee will appoint a chapter 11 trustee and to have the selected chapter 11 trustee approved by the Court. About Y&K Sun Y&K Sun, Inc., sought Chapter 11 protection (Bankr. D. Colo. Case No. 16-14761) on May 12, 2016. The petition was signed by Hyungkeun Sun, president. The case judge is Hon. Howard R. Tallman. The Debtor is represented by Andrew D. Johnson, Esq., at Oonsager Guyerson Fletcher Johnson. The Debtor estimated $1 million to $10 million in assets and debt. [*] Don Holmberg Joins Birch Lake as Managing Director & Principal ------------------------------------------------------------------ Birch Lake Holdings, LP, disclosed that Don Holmberg has joined the firm as a Managing Director and Principal. Mr. Holmberg comes to Birch Lake with more than 20 years of experience in the asset management industry from GCM Grosvenor, one of the world's largest and most diversified independent alternative asset managers with approximately $50 billion in assets under management. He served in the United States Marine Corps from 1985 to 1987. His lifelong commitment to the Marine Corps and to both active duty Marines and veterans has led to service on the Board of Directors of the Chicago Marines Foundation and a leadership role with the Marine Corps Scholarship Foundation. He received his Masters of Business Administration from the Kellstadt Graduate School of Business at DePaul University and his B.B.A. from Governors State University. Birch Lake also announced the following transactions completed during the third quarter of 2017: -- Sale of minority of equity interests of Happy Family to Danone. Birch Lake served as financial advisor to the selling minority shareholders -- Minority investment and financial advisor. Birch Lake acts as merchant banker for Justiva, LLC -- Recapitalization of Prescient Edge Holdings. Birch Lake served as financial advisor to BP Capital Management About Birch Lake Holdings Birch Lake Holdings, LP, is a boutique merchant bank that invests intellectual and financial capital in undervalued high potential companies to resolve complex and stressed situations and enhance long-term enterprise value. [*] Lex Machina Releases First Annual Bankruptcy Litigation Report ------------------------------------------------------------------ Lex Machina, a LexisNexis company and creator of the award-winning Legal Analytics(R) platform, on Oct. 26 released findings from its first annual report on Bankruptcy Litigation in District Court. The report focuses solely on the 16,739 bankruptcy appeals cases that were filed in U.S. District Court from January 1, 2009 through the third quarter of 2017, analyzing quantitative legal data to deliver key insights, findings and trends to help attorneys make more strategic legal decisions. The report dives deep into the details of all stages of the District Court bankruptcy appeals process, from providing intelligence on opposing parties or counsel and judges, including judicial decisions and behaviors, to understanding prior case outcomes and timing data that can be used for developing case strategies and budgets. "When all data indicates that more than 80 percent of District Court judges' decisions affirm the Bankruptcy Court's original ruling, it is imperative for attorneys and their clients to know how their appeals judge came to that decision and what they can do to improve their chances of becoming that other 20 percent," said Owen Byrd, chief evangelist and general counsel of Lex Machina. "In bankruptcy appeals there are few certainties, but when data and analytics are guiding the decision-making process, attorneys can better counsel their clients as to whether it makes sense to pursue a potentially lengthy and costly appeal." Among the report's key findings: -- From January 1, 2009 through the third quarter of 2017, there were 16,739 bankruptcy cases filed in U.S. District Court. -- Chapter 7 and Chapter 11 are the most common filings, accounting for 46% and 37% respectively of all bankruptcy cases filed since 2009. -- The Central District of California leads the nation in District Court bankruptcy appeals, with 1,293 cases filed since 2009 (or just under 8% of the total cases filed). -- The top appellant and appellee in bankruptcy appeals is the U.S. Trustee, a federal office that participates in Bankruptcy Court cases to represent the estate or money at issue. -- Among the top bankruptcy appellants are U.S. Trustee, Wells Fargo, Bank of America, The U.S. Government/IRS, and Wells Fargo. -- District courts affirm bankruptcy court decisions upwards 80% of the time on decision, depending on the issue, but less often for business debtors in Chapter 11. Brian Howard, legal data scientist at Lex Machina, commented, "The report shows off the various aspects of Lex Machina's data -- case filings, districts and judges, parties, and firms, outcomes. But the really exciting part is integrating those data to draw new insights -- for example comparing judge tendency to affirm or reverse on findings, or refining an estimation of success on an appeal issue by focusing only on similar business-debtor, Chapter 11 cases. The ability to answer those questions in seconds really opens new doors for litigators." The report data was compiled using Lex Machina's award-winning Legal Analytics(R) platform, which is used by many of the top law firms in the U.S., as well as major corporations such as Microsoft, Samsung, Nike, Sandoz, and eBay. The report findings are based upon U.S. District Court appeals from cases originally filed in the U.S. Bankruptcy Court. Lex Machina's data is focused on the U.S. District Courts, and does not include U.S. Bankruptcy Court cases, U.S. Court of Appeals cases, or state court cases. Armed with the report, bankruptcy appeals attorneys can make better strategic case decisions based on detailed analyses of opposing parties, districts and judges. They can also make sound budgeting decisions using historical data about case timing, and identify top parties and firms to inform marketing strategies and outside counsel selection. To request a copy of the full report please register here: https://is.gd/EzIsAK About Lex Machina Lex Machina's award-winning Legal Analytics(R) platform is a new category of legal technology that fundamentally changes how companies and law firms compete in the business and practice of law. Delivered as Software-as a-Service, Lex Machina provides strategic insights on judges, lawyers, parties, and more, mined from millions of pages of legal information. This allows law firms and companies to predict the behaviors and outcomes that different legal strategies will produce, enabling them to win cases and close business. Lex Machina was named "Best Legal Analytics" by readers of The Recorder in 2014, 2015 and 2016, and received the "Best New Product of the Year" award in 2015 from the American Association of Law Libraries. Based in Silicon Valley, Lex Machina -- http://www.lexmachina.com/ -- is part of LexisNexis, a leading information provider and a pioneer in delivering trusted legal content and insights through innovative research and productivity solutions, supporting the needs of legal professionals at every step of their workflow. By harnessing the power of Big Data, LexisNexis provides legal professionals with essential information and insights derived from an unmatched collection of legal and news content—fueling productivity, confidence, and better outcomes. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***