/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171107.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, November 7, 2017, Vol. 21, No. 310 Headlines 1PM INDUSTRIES: Insufficient Cash Flow Raises Going Concern Doubt 201 LUIZ MARIN: Taps Jerome M. Douglas as Legal Counsel 215 HEMPSTEAD: Hussain Buying West Hempstead Property for $775K 531 MANAGEMENT: Hires David S. Brown as Real Estate Broker 624 STANYAN: Seeks to Hire Macdonald Fernandez as New Counsel 680 MONTAUK HIGHWAY: U.S. Trustee Unable to Appoint Committee ACI CONCRETE: Can Continue Using Cash Collateral Until March 2018 ALAN GAGLEARD: Dist. Ct. Junks Bid for Six-Month Continuance ALLEGHENY ENERGY: S&P Affirms 'B+' CCR, Off CreditWatch Developing ALLIANCE ONE: Swings to $956K Profit in Second Quarter ALLIED ELECTRICAL: First Amended Disclosures Conditionally OK'd AMERICAN MIDSTREAM: S&P Places 'B' CCR on CreditWatch Negative APOLLO ENDOSURGERY: Inks Clinical Trial Agreement with Mayo Clinic APPVION INC: Committee Hires FTI Consulting as Financial Advisor AQUION ENERGY: Wants to Maintain Plan Exclusivity Until Feb. 2018 ARTERRA WINES: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable ASPEN COURT: Proposes a Sale of Old Second Collateral BOXLIGHT CORP: GBH CPAs, PC Raises Going Concern Doubt BT BOURBONNAIS CARE: Seeks Permission to Use Cash Collateral BURLINGTON STORES: S&P Affirms 'BB' CCR, Outlook Stable CAROL LLOYD: May Use Up to $307,690 Cash Collateral for 30 Days CATALYST LIFESTYLES: Taps KC Cohen as Legal Counsel CATALYST LIFESTYLES: Taps Tara Development Prexy as CRO CC CARE LLC: Seeks Authorization to Use Cash Collateral CEE HOTEL: Wants Authorization on Interim Use of Cash Collateral CENTURYLINK INC: Fitch Lowers IDR to BB; Outlook Stable CENTURYLINK INC: S&P Alters Outlook to Negative & Affirms 'BB' CCR CHRIS CARLSON: U.S. Trustee Appoints T. Whitmer as Committee Member COLLEGE PARK: U.S. Trustee Unable to Appoint Committee CRISPY DELIGHT: Unsecured Creditors to Get 18% Over 60 Months CRYSTAL ENTERPRISES: Proposes to Pay Unsecured Creditors 45% DANIEL CORBETT: Goodwill Wins Summary Judgment Motion in ROFR Case DAYTON SUPERIOR: Fitch Affirms B IDR & Revises Outlook to Negative DENNIS JOHNSON II: Peoples Bank Files Chapter 11 Liquidation Plan DJM ENTERPRISES: Hires L. Max Rans as Financial Expert DOCTOR'S BEST: Case Summary & 6 Unsecured Creditors ERCC CONSTRUCTION: U.S. Trustee Unable to Appoint Committee EURO IMPORT: Unsecured Creditors to Receive 10% Over 60 Months EXELCO NORTH AMERICA: Hires Young Conaway as Bankruptcy Co-Counsel FACTORY SALES: Creditors Panel Hires Stewart Robbins as Attorneys FC GLOBAL: Currently Trading on Nasdaq Under 'PHMD' Symbol FITNESS UNLIMITED: Hires John M. Penn as Accountant FNC CORPORATION: Hires Carleen Cignetto as Bankruptcy Counsel GAGAN OIL: Ch.11 Trustee Seeks to Hire AJ Willner as Auctioneer GARY GRIFFITH: Garrisons Buying Winnsboro Property for $1.8 Million GAWKER MEDIA: Adviser to Market Potential Claims Against Thiel GENESIS DME: Nov. 30 Hearing on Amended Disclosure Statement GILDED AGE: Can Use Cash Collateral for November 2017 Expenses GRANDPARENTS.COM: Trustee Taps Stubenvoll as Accountant GREGORY APANOWICZ: Selling Interest in Fairmont Property for $120K GST AUTOLEATHER: Committee Taps Foley & Lardner as Legal Counsel GST AUTOLEATHER: Committee Taps Whiteford as Co-Counsel H.R.P. II SIMMONS: Hires Babcoke Law Office as Counsel HHGREGG INC: Seeks February 5 Exclusive Plan Filing Extension HUMAN CONDITION: Exclusive Plan Filing Deadline Moved to Jan. 4 HUMANIGEN INC: Maturity of $16M Credit Facility Extended to Nov. 10 ICONIX BRAND: S&P Lowers CCR to 'CCC' After Deutsche Bank Cuts Loan IMAG VIDEO/AV: PSSAP Opposes Approval of Disclosure Statement IMAG VIDEO/AV: SH/Polk Ave Wants Disclosure Statement Rejected INCA REFINING: Hires Jones Walker as Bankruptcy Counsel INTELLIPHARMACEUTICS: Recurring Losses Raise Going Concern Doubt JEFFERIES LOANCORE: S&P Affirms 'B+' ICR, Outlook Remains Stable K.J.B. SPECIALTIES: Dec. 6 Plan and Disclosure Statement Hearing LA PALOMA GENERATING: Plan Solicitation Period Moved to Dec. 5 LAFLAMME'S INC: Permitted to Use Cash Collateral on Temporary Basis LEGACY RESERVES: Incurs $33.9 Million Net Loss in Third Quarter LONG BROOK: Plan Discloses 39 Monthly Payments Made to Trustee LSB INDUSTRIES: S&P Affirms CCC CCR on Improved Operating Results M & G USA: Hires Prime Clerk as Claims and Noticing Agent M&G CHEMICALS: Has Interim Nod to Use Cash Collateral Until Dec. 29 MANTRA VENTURE GROUP: Sadler Gibb Express Going Concern Doubt MANUFACTURERS ASSOCIATES: May Use Cash for November 2017 Expenses MARKET SQUARE: Allowed to Use Olson Cash Collateral Until Nov. 30 MCAADS.COM LLC: Expands Services of Kevin Tierney as Interim CFO MESOBLAST LIMITED: Had $62.9 Million in Cash as of Sept. 30 MICHELE MAYER: Proposes a Short Sale of Visalia Property for $205K MNM HOLDINGS: Case Summary & Top Unsecured Creditors MOREHEAD MEMORIAL: Asks Court to Extend Plan Filing to February 7 MUSCLEPHARM CORP: Wynnefield Has 10.7% Stake NEW INSIGHT HOLDINGS: S&P Assigns 'B' CCR, Outlook Negative NORTHERN MEADOWS: Plan Confirmation Hearing Set for Nov. 17 NUWELD INC: BB&T Blocks Approval of Plan Outline OCEANFRONT HOSPITALITY: Hires Estrella LLC as Attorney OMNI LION'S RUN: G. Hall's Capital Contribution to Fund Latest Plan OPES HEALTH: U.S. Trustee Unable to Appoint Committee OSAGE WATER: Trustee Taps Lake of the Ozarks as Operations Manager OXFORD ASSOCIATES: Taps Pick & Zabicki as Legal Counsel PAC ANCHOR TRANSPORTATION: Wants to File Ch.11 Plan by April 2018 PACKARD SQUARE: Hires Swistak & Levine as Special Counsel PANDA TEMPLE: Plan Confirmation Hearing Set for December 8 PANDA TEMPLE: Seeks Feb. 12 Exclusive Plan Filing Extension PETROQUEST ENERGY: Incurs $3.08 Million Net Loss in Third Quarter PHOENICIAN MEDICAL: Seeks Approval of Cash Collateral Stipulation PINPOINT WAREHOUSING: Allowed to Use Cash Collateral on Interim Bas POST GREEN FELL: Seeks to Hire Macdonald Fernandez as New Counsel PRIME SIX: Stockholder to Contribute Minimum of $35K in New Plan QUOTIENT LIMITED: Perceptive Life Owns 8.3M Ordinary Shares QUOTIENT LIMITED: Reports US$21.7 Million Net Loss for 2nd Quarter RAJYSAN INC: Panel Taps Force Ten Partners as Financial Advisor REDROCK WELL: Dec. 12 Plan Confirmation Hearing RISE ENTERPRISES: Seeks 90-Day Extension of Exclusivity Periods ROCKY MOUNTAIN: Files Resale Prospectus of 300 Million Shares ROSEMAN UNIVERSITY: S&P Raises 2012/2015 Bonds Rating to 'BB' RPM HARBOR: Court Extends Plan Filing Deadline to November 9 RUNNING M RANCH: C. Crownover Seeks Appointment of Ch. 11 Trustee S & H ENTERPRISE: Taps Hinkle Law Firm as Legal Counsel S & H ENTERPRISE: Wants to Use Cash Collateral Until June 2018 SANTA CRUZ PLUMBING: Unsecured Will Get 9% Over 60 Months at 0% SCHANTZ MFG: Permitted to Use Cash Collateral Through Jan. 1 SCIENTIFIC GAMES: Reports $59.3 Million Net Loss for Third Quarter SCOTT SWIMMING: Court Approves Disclosure Statement SEA CREST PALACE: U.S. Trustee Unable to Appoint Committee SED INTERNATIONAL: Plan Filing Deadline Moved to March 9 SEMLER SCIENTIFIC: Incurs $41,000 Net Loss in Third Quarter SENTINEL MNGT: American Nat’l Entitled to $1.25MM from Reserves SIXTY SIXTY CONDO: Must File Amended Plan & Disclosures by Nov. 15 SKEFCO PROPERTIES: Taps Craig & Lofton as Legal Counsel SNAP INTERACTIVE: Terminates Planned Merger With LiveXLive SPANISH ISLES: Unsecured Claimants Added in Trustee's Latest Plan SPRAY FORCE: Hires Perez and Bonomo Law as Attorneys SPRAY FORCE: Taps Perez and Bonomo as Legal Counsel SUNSET PARTNERS: Use of Cash Moot Due to Appointment of Trustee SYU SING: Hires Cornish & Carey as Real Estate Broker TEC-AIR INC: Authorized to Use Cash Collateral on Interim Basis THORNTON & THORNTON: Unsecureds to Receive Full Payment in 2 Months TRAVIS RAGSDALE: H-Hadami Buying Additional Dallas Parcel for $15K TRIPLE J TOURS: Wants to Enter Into Lease Agreement With Charabanc V. CRUZ MD: U.S. Trustee Unable to Appoint Committee VASARI LLC: Wants to Obtain $1-Mil Postpetition Loans, Use Cash VELA'S 4 STARS: Guajardos Buying Brownsville Property for $370K VERDUGO ENTERPRISES: Trustee Taps Lane & Nach as Legal Counsel VILLAGE DEVELOPMENT: Hearing on Plan, Disclosures Set for Dec. 8 WEST SPEEDWAY II: Lot Sale to Participating Investor to Fund Plan WESTMORELAND RESOURCE: Incurs $1.36 Million Net Loss in 3rd Quarter WILD CALLING: Hires Connolly & Lofstedt as Bankruptcy Counsel WINDSTREAM HOLDINGS: S&P Lowers Unsecured Debt Rating to 'B-' Y & Z WORLD: Needs Time to File Plan & Assess Operating Results Y&K SUN: Trustee Hires Fairfield and Wood as Bankruptcy Counsel ZENITH MANAGEMENT: Unsecured Creditors to be Paid in Full [^] Large Companies with Insolvent Balance Sheet ********* 1PM INDUSTRIES: Insufficient Cash Flow Raises Going Concern Doubt ----------------------------------------------------------------- 1PM Industries, Inc., filed its quarterly report on Form 10-Q, disclosing a net income of $585,095 on $55,000 of revenue for the three months ended August 31, 2017, compared with a net loss of $843,129 on $nil of revenue for the same period in 2016. For the six months ended August 31, 2017, the Company listed a net loss of $14,009,271 on $55,000 of revenue, compared with a net loss of $1,200,057 on $nil of revenue for the same period in the prior year. At August 31, 2017, the Company had total assets of $1.03 million, total liabilities of $1.90 million, and $0.86 million in total stockholders' deficit. The Company has minimal revenue to cover its operating costs, and it does not have sufficient cash flow to maintain its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company expects to develop its business and thereby increase its revenue. However, the Company would require sufficient capital to be invested into the Company to acquire the properties to begin generating sufficient revenue to cover the monthly expenses of the Company. Until the Company is able to generate revenue, the Company would be required to raise capital through the sale of its stock or through debt financing. Management may raise additional capital through future public or private offerings of the Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company's failure to do so could have a material and adverse effect upon it and its shareholders. A copy of the Form 10-Q is available at: https://is.gd/Hw7v9S About 1PM Industries 1PM Industries, Inc., formerly Torrent Energy Corp., provides consulting services to a wide variety of companies in diverse industries transform from a private company to a public company. The Beverly Hills, Calif.-based Company target companies that are in the start-up phase of their operations. 1PM Industries intends to assist the companies by incubating them and then merging the company into a public company through a reverse merger. 201 LUIZ MARIN: Taps Jerome M. Douglas as Legal Counsel ------------------------------------------------------- 201 Luiz Marin Realty, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire the Law Offices of Jerome M. Douglas, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in adversary proceedings; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Partners $425 Associates $375 Paralegals $150 Jerome Douglas, Esq., disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jerome M. Douglas, Esq. Law Offices of Jerome M. Douglas, LLC 1600 Route 208 North P.O. Box 670 Hawthorne, NJ 07507 Tel: 973-238-8638 Fax: (973) 238-8639 Email: jdouglasatty@gmail.com About 201 Luiz Marin Realty LLC Based in Jersey City, New Jersey, 201 Luiz Marin Realty, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 17-31443) on October 23, 2017. Stephen Anatro, its managing member, signed the petition. The Debtor is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). At the time of the filing, the Debtor disclosed zero assets and $3.37 million in liabilities. Judge Stacey L. Meisel presides over the case. 215 HEMPSTEAD: Hussain Buying West Hempstead Property for $775K --------------------------------------------------------------- Judge Robert E. Grossman of the U.S. Bankruptcy Court for the Eastern District of New York will convene a hearing on Nov. 27, 2017 at 1:30 p.m. to consider 215 Hempstead Realty Corp.'s sale of a commercial property described and known as 215 Hempstead Avenue, West Hempstead, New York to Aftab Hussain for $775,000, subject to overbid. Objection deadline is Nov. 20, 2017 at 4:00 p.m. The Debtor was compelled to seek Chapter 11 relief because it secured lender Vincent J. Fischetti filed a foreclosure proceeding against the Premises. Fischetti maintains a first priority perfected security interest in the Debtor's assets which consist of the commercial property formerly operated as a gasoline station, service station and convenience store. Fischetti has consented to the referenced sale. The Debtor proposes to sell the Premises free and clears of all liens, claims and encumbrances with any such liens, claims and encumbrances to attach to the proceeds of sale. The $775,000 purchase price was negotiated pursuant to an arm's-length sale contract and constitutes a fair price for the Premises being sold by the Debtor. The parties entered into the Contract of Sale as of July 20, 2017 as amended by the Riders annexed thereto for the sale of the Premises. The Debtor will make payment to Fischetti at the closing in the approximate amount of $560,311 from the sale proceeds of the Premises to Hussain as required by the underlying loan documents. It will also make payment of 100% of claims filed and/or scheduled in the case in the approximate amount of $40,000, and in the event certain creditors didn't file claims, payment in full of the amounts listed by the Debtor in its petition and schedules. If the sale is not approved by Nov. 27, 2017 and the closing does not occur by Jan. 9, 2018, the Debtor will consent to a dismissal of its case along with certain other stipulated conditions in a stipulation to be executed by the Debtor and Hussain and filed with the Court for approval within the next five business days. The Debtor proposes notice and bidding procedures, in the event a qualified bidder emerges. It believes the proposed notice and bidding procedures are fair and reasonable and prepared as a sound exercise of its business judgment. It asks that the Court approves the notice and procedures. The salient terms of the Bidding Procedures are: a. Qualified Bid: Equal to or greater than $775,000 b. Qualifying Deposit: $77,500 c. Auction: An auction to solicit competing bids will be held on Nov. (TBD), 2017 at 10:00 a.m. at the law offices of McBreen & Kopko, 500 North Broadway, Suite 129, Jericho, New York. d. Closing: The closing will take place 30 days after the conclusion of the solicitation at the offices of the attorneys for the Debtor, McBreen & Kopko, 500 North Broadway, Suite 129, Jericho, New York e. The Property is being sold "as is, where is," "with all faults," without any representations, covenants, guarantees or warranties of any kind or nature whatsoever, and free and clear of any and all liens, judgment or mortgage, or adverse claims to title, of whatever kind or nature. A copy of the Contract and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/215_Hempstead_36_Sales.pdf By reason of the foregoing, the Debtor is confident that the sale process is fair and reasonable and is fully supported by the exercise of its sound business judgment and should be approved by the Court. The Purchaser: Aftab Hussain 6 Olive St. Great Neck, NY 11020 About 215 Hempstead Realty 215 Hempstead Realty Corp. is a corporation formed in 2013 and is in the business of holding and managing real property. It operates its business from a primary business location of 215 Hempstead Avenue, West Hempstead, New York. 215 Hempstead Realty previously sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-70755) on Feb. 10, 2017. 215 Hempstead Realty Corp. filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-74474) on July 24, 2017. The petition was signed by Nadide Cakici, its president. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. McBreen & Kopko is the Debtor's bankruptcy counsel. 531 MANAGEMENT: Hires David S. Brown as Real Estate Broker ---------------------------------------------------------- 531 Management LLC sought and obtained authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain David S. Brown as real estate broker. The Debtor is a real estate development and construction company which is currently developing two residential building, including one located at 3511 Cambridge Avenue, Bronx, New York. Early in this Chapter 11 case, the Court authorized the Debtor to terminate a pre-petition contract to sell the Property. The Debtor's goal now is to quickly market and sell the Property, with a potential tax benefit to the Debtor in the event the sale closes before the end of 2017. To that end, the Debtor seeks to retain David S. Brown to serve as the real estate broker for the intended sale. The Debtor and Mr. Brown have negotiated a proposed brokerage commission equal to 1.5% of the sale price, providing that the final sale price is at least $6,600,000. David S. Brown, assured the Court that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. David S. Brown may be reached at: David S. Brown 2600 Netherland Avenue, Suite 2105 Bronx, NY 10463 About 531 Management LLC 531 Management LLC is a real estate development and construction company based in Bronx, New York. The Debtor filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-10519) on March 6, 2017. In its petition, the Debtor estimated $7.23 million in assets and $6.87 million in liabilities. The petition was signed by Maurice Elmalem, managing member. Judge James L. Garrity Jr. presides over the case. J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as bankruptcy counsel. 624 STANYAN: Seeks to Hire Macdonald Fernandez as New Counsel ------------------------------------------------------------- 624 Stanyan Street, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Macdonald Fernandez LLP as its new legal counsel. The firm will assist the Debtor in administering its bankruptcy estate and will provide other legal services related to its Chapter 11 case. Macdonald will replace St. James Law, P.C. The firm has not finalized arrangements for compensation with the Debtor and it is expected that fees will be paid by Automotive Clinic Inc., a related entity which has guaranteed certain debt, or other third party. The Debtor has agreed to pay the firm's standard hourly rates. Macdonald is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Iain A. Macdonald, Esq. Reno F.R. Fernandez III, Esq. Matthew J. Olson, Esq. Macdonald Fernandez LLP 221 Sansome Street, Third Floor San Francisco, CA 94104 Tel: (415) 362-0449 Fax: (415) 394-5544 About 624 Stanyan Street LLC 624 Stanyan Street, LLC, based in San Francisco, Calif., filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 16-30965) on Sept. 1, 2016. The Hon. Dennis Montali presides over the case. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Larry Nasey, its manager. On Nov. 16, 2016, the Debtor filed a combined disclosure statement and Chapter 11 plan of reorganization. At the onset of the case, 624 Stanyan Street hired St. James Law, P.C. as counsel. It later replaced the firm with Macdonald Fernandez LLP as new legal counsel. 680 MONTAUK HIGHWAY: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Montauk Highway, LLC as of Nov. 1, according to a court docket. About 680 Montauk Highway, L.L.C. 680 Montauk Highway, L.L.C., based in Hampton Bays, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-75626) on September 14, 2017. The Hon. Alan S. Trust presides over the case. Mark E. Cohen, Esq., serves as bankruptcy counsel. In its petition, the Debtor estimated $900,000 in assets and $1.25 million in liabilities. The petition was signed by Gary S. Bronat, managing member and owner of 99% membership interest. ACI CONCRETE: Can Continue Using Cash Collateral Until March 2018 ----------------------------------------------------------------- The Hon. Dale L. Somers of the U.S. Bankruptcy Court for the District of Kansas has entered a second interim order authorizing ACI Concrete Placement of Kansas, LLC and its debtor-affiliates to use cash collateral in the ordinary course of their businesses in accordance with the cash collateral budget for a period of time expiring March 31, 2018. As adequate protection of Equity Bank’s interest, a payment of $60,000.00 will be paid monthly commencing in November, 2017. A $60,000 payment is due on or before the 15th day of each month. The Debtors were to make $50,000 monthly adequate protection payments for the months of September and October, 2017 and those payments have been received. Equity Bank is granted additional and replacement security interests and liens in and upon all of the pre-petition collateral and all of the Debtors' now owned and after acquired assets and rights of any kind or nature and wherever located, including causes of action pursuant to Chapter 5 of the Bankruptcy Code. The Adequate Protection Liens will be senior and prior to all other interests or liens whatsoever in or on the collateral, and will be subject and junior only to the Carve Out Costs and any duly perfected and unavoidable existing liens that are senior to Equity Bank’s Pre-Petition Liens including claims of setoff or recoupment, if any, that JE Dunn Construction Company and its affiliate Blue Hat Crane, LLC may assert against the Debtors. To the extent of the Debtors' use of cash collateral and any other diminution in value, Equity Bank will have an allowed superpriority administrative expense claim as provided and to the full extent allowed by the Bankruptcy Code and otherwise. This allowed superpriority claim will be payable from and have recourse to all pre- and post-petition property of the Debtors. The liens and security interests of Equity Bank in the collateral and the superpriority claim will be subject only to the right of payment of the following expenses: (a) Fees payable to the Clerk of this Court; (b) The unpaid and outstanding reasonable fees and expenses incurred the Debtors' Professionals in a cumulative, aggregate sum not to exceed the amounts set forth in the attached Budget for the Debtors' bankruptcy counsel and for accountant fees, less the amount of any retainers thereafter applied, if any, then held by such Debtors' Professionals, as set forth in the approved Budget; and (c) In addition, statutory U.S. Trustee fees will be part of the allowed Carve Out Costs; (d) Creditor Committee expenses, if any, to not exceed the sum of $25,000, which to date have not been included in the attached Budget. In addition, Equity Bank and the Debtors have negotiated a time-line for performance of actions to be taken, which are an additional form of adequate protection. Among these terms and conditions are: (a) A continuation of Equity Bank's Motion for Relief From Stay to an indefinite date and only be revived at the expiration of this Order of cash collateral, March 31, 2018, or only on the occasion of an Event of Default or the failure to achieve an equipment sales target; (b) The liquidation of specific items of equipment, to be made available immediately and completed on or before March 31, 2018, unless altered by mutual agreement among the parties. The liquidation and sale of such equipment will occur under the provisions of 11 U.S.C. Section 363 and an agreed order for disposition or marketing of the equipment. The net proceeds of sale will be paid to Equity Bank at the closing of each respective sale of equipment. The Debtors agree that they will work to generate at least $750,000 in proceeds from equipment sales to Equity Bank by December 31, 2017. The failure to generate the target of $750,000 will not be a default under this Order of cash collateral, but will be grounds for the Bank to call up its pending Motion for the Relief From Stay; (d) The guarantor, Larry Kaminsky, will either fund a payoff of the Equity Bank mortgage on the Kaminsky home in the sum of $125,000 by December 31, 2017; (e) On or before January 12, 2018, the Debtors will file a Disclosure Statement and Plan of Reorganization that will provide for takeout financing sufficient to satisfy in full the outstanding indebtedness of Equity Bank, currently approximately $7.7 million, less adequate protection payments, sale proceeds and mortgage proceeds to be paid; (f) The Disclosure Statement and Plan of Reorganization will identify one or more potential takeout lenders and contain either a letter of intent or expression of interest sufficient to satisfy the questions of feasibility of the Plan of Reorganization; and (g) The satisfaction of the outstanding claim of Equity Bank will occur on or before the Effective Date of the Plan of Reorganization, which will be deemed to be 60 days after confirmation. It is anticipated that confirmation will occur on or before March 31, 2018. A full-text copy of the Order, dated October 30, 2017, is available at https://is.gd/wrR4vV Attorneys for Equity Bank: Edward J. Nazar, Esq. HINKLE LAW FIRM LLC 1617 North Waterfront Parkway, Suite 400 Wichita, Kansas 67206-6639 Phone: 316.267.2000 Fax: 316.264.1518 Email: enazar@hinklaw.com -- and -- Andrew W. Muller, Esq. STINSON LEONARD STREET LLP 1201 Walnut, Suite 2900 Kansas City, Missouri 64106 Phone: 816.842.8600 Fax: 816.691.3495 Email: andrew.muller@stinson.com Attorney for JE Dunn Construction Company: John J. Cruciani, Esq. HUSCH BLACKWELL LLP 4801 Main Street, Suite 1000 Kansas City, Missouri 64112 Phone: 816.983.8000 Fax: 816.983.8080 Email: John.cruciani@huschblackwell.com Samuel K. Crocker, the U.S. Trustee can be reached through: Jordan Sickman, Esq. Assistant United States Trustee Permitted to appear under 28 U.S.C. Section 515(a) 301 North Main Street, Suite 1150 Wichita, Kansas 67202 Phone: 316.269.6176 Fax: 316.269.6182 Email: Jordan.sickman@usdoj.gov About ACI Concrete Placement Founded in 2007, ACI Concrete Placement provides concrete pumping and telebelt material placement. In addition to its traditional concrete placement services, ACI specializes in slip form concrete placement and separate placing booms. It owns a fleet of over 55 machines for slope paving, indoor pumping, and small set up areas, small line and grout pumps and truck mounted conveyors, etc. ACI Concrete is headquartered in Spring Hill, Kansas, with additional locations in Nebraska, Missouri, and Oklahoma. ACI-Kansas is wholly owned by debtor KOK Holdings, LLC. ACI-Oklahoma, an Oklahoma Limited Liability Company headquartered in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company and Matthew Kaminsky who owns 30% of the company. ACI-Lincoln, a Nebraska Limited Liability Company headquartered in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company and Matthew Kaminsky who owns 30% of the company. KOK is owned by: Lawrence Kaminsky who owns 50% of the company and Matthew Kaminsky who owns 50% of the company. OKK is wholly owned by the Debtor KOK Holdings, LLC. ACI-Kansas, ACI-Oklahoma and ACI-Lincoln function as concrete pouring companies in their respective states. OKK serves as the common equipment ownership company for all ACI companies. KOK serves as the parent holding company of the various companies and also functions as the payroll processor for the related ACI companies. The same management structure operates all five Debtors and their operations are centrally located in Spring Hill, Kansas. ACI Concrete Placement of Kansas LLC, ACI Concrete Placement of Lincoln LLC, ACI Concrete Placement of Oklahoma LLC, OKK Equipment LLC and KOK Holdings LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kansas Case Nos. 17-21770 to 17-21774) on Sept. 14, 2017. Matthew Kaminsky, COO, signed the petitions. The Debtors have filed motion to jointly administer their cases, which is currently pending before the Court. At the time of the filing, ACI Kansas disclosed $1.06 million in assets and $8.4 million in liabilities. Judge Dale L. Somers presides over the cases. Bradley D. McCormack, Esq., at the Sader Law Firm, serves as the Debtors' bankruptcy counsel. No trustee or examiner has been appointed, and no committee of unsecured creditors or equity holders has been established. ALAN GAGLEARD: Dist. Ct. Junks Bid for Six-Month Continuance ------------------------------------------------------------ In the appeals case captioned Alan N. Gagleard, Nancy D. Gagleard, Debtors. Nancy D. Gagleard, et al., Appellants, v. United States of America, Appellee, No. CV-16-03736-PHX-JAT (D. Ariz.), Senior District Judge James A. Teilborg affirms the ruling of the Bankruptcy Court denying Appellants' requested six month continuance. Alan and Nancy Gagleard owned and operated various professional employer organizations ("PEOs") beginning in the early 1990s. Particularly relevant to this appeal, the bankruptcy court made the following factual determinations. First, related to the section 6672 assessments based on Power PEO of Florida's liabilities for 2002 through 2004, and for Way To Go PEO's liability for 2004, the bankruptcy court found that Appellants produced no evidence to demonstrate that they were not liable. Appellants claimed that the IRS misdirected payments made by Appellants intended for these PEOs to other PEOs owned by the Appellants. These misdirected payments caused the liabilities, Appellants argued. However, the bankruptcy court found no evidence that Appellants directed the IRS to apply the payments any differently than the IRS applied them. The bankruptcy court also found that even if the IRS had applied the payments as Appellants claim they should have, that would have simply created liabilities for Appellants' other PEOs for different periods, and would not have changed the total liability they would have owed the IRS. Second, related to the section 6672 assessments based on Power PEO of Florida I's liabilities for 2005 through 2006, and for Way To Go PEO's liability for 2005, the bankruptcy court found that Appellants produced no evidence to demonstrate that they were not liable. Appellants argue that in May of 2006, before they learned of the liabilities, they transferred their PEOs' clients to another company and ceased operating. By paying the PEOs' other creditors through 2007, then, they could not have been favoring them over the United States, as the PEOs no longer existed. The bankruptcy court, however, found no evidence that the PEOs had transferred their clients, and in fact determined that the PEOs continued to operate through at least 2007. Additionally, after the Appellants became aware of the PEOs' liabilities, they made over $450,000 in payments to creditors other than the United States. It is because of these facts that the bankruptcy court determined that the Appellants willfully failed to pay their liabilities to the IRS. Appellants timely appealed to this Court and argue that the bankruptcy court abused its discretion by not granting a six month continuance to allow Appellant Alan Gagleard to testify; erred in finding that no evidence existed to support Appellants' "misapplied payments" claim; and erred in finding that after the Appellants became aware of their PEOs' tax liabilities, they continued to operate the PEOs and preferred other creditors over the United States. Appellants argue that Mr. Gagleard's poor health prevented him from participating in trial, which denied Appellants a fair trial as Mr. Gagleard's insight and first-hand knowledge of the facts was "crucial" to their success. In particular, Appellants state that Mr. Gagleard's history of intense migraines would render him unable to testify at trial. Appellants also claim that Mr. Gagleard was suffering from intense neck pain caused by a car accident, and that he had severe heart issues in the past as well. Ultimately, Appellants urge that "[b]eing robbed of [Mr. Gagleard's] testimony and assistance to counsel . . . [made it] very difficult for Appellants to prevail at trial." As such, Appellants argue that the bankruptcy court abused its discretion when it denied their Motion to Continue. To demonstrate that there has been such a clear abuse of discretion, Appellants have the burden of showing that the bankruptcy court, in denying their motion, acted arbitrarily or capriciously. To help guide its analysis, the Ninth Circuit Court of Appeals analyzes a lower court's decision to deny a continuance using four factors. These factors are: 1) the extent of the Appellants' diligence in readying the defense; 2) the likelihood the continuance would have satisfied Appellants' need; 3) the inconvenience to the court, opposing party and witnesses; and 4) the extent to which the Appellants may have been harmed. After analyzing all the factors, the Court holds that three out of four of the factors favor affirming the denial of the continuance, including the most critical factor, number four. Thus, the Court finds that the bankruptcy court did not abuse its discretion when it denied the Appellants' request for a six month continuance. Appellants also argue that Appellee did not count or incorrectly applied Appellants' tax payments for some of their entities between 2002 and 2004. Specifically, Appellants claim that payments for the 4th quarter of 2002, 2nd and 3rd quarter of 2003, and 1st quarter of 2004 for Power PEO of Florida were misapplied or discounted entirely. Appellants further contend that Mr. Gagleard could have testified to the specifics of these payments but for the denial of the continuance. The bankruptcy court's findings of fact are reviewed for clear error. This Court must accept the bankruptcy court's findings of fact, unless the Court is left with the definite and firm conviction that a mistake has been committed. A full-text copy of Judge Teilborg's Order dated Oct. 25, 2017, is available at https://is.gd/VrYPRw from Leagle.com. Alan N Gagleard, Appellant, represented by Harold Edward Campbell, III, Campbell & Coombs PC. Nancy D Gagleard, Appellant, represented by Harold Edward Campbell, III, Campbell & Coombs PC. United States of America, Appellee, represented by Charles Butler, US Dept of Justice & Rika Valdman, US Department of Justice. Based in Scottsdale, AZ, Alan N. Gagleard and Nancy D. Gagleard filed for chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-28298) on Sept. 3, 2010, with estimated assets of $1,000,001 to $10,000,000 and estimated liabilities of $1,000,001 to $10,000,000. ALLEGHENY ENERGY: S&P Affirms 'B+' CCR, Off CreditWatch Developing ------------------------------------------------------------------ S&P Global Ratings said that it affirmed its 'B+' corporate credit rating on Allegheny Energy Supply Co. LLC and removed the rating from CreditWatch, where it had been placed with developing implications on Nov. 4, 2016. The outlook is developing. S&P said, "We have also removed all our issue-level ratings on the company from CreditWatch, where we placed them with developing implications on Nov. 4, 2016. The 'BB-' issue-level rating and '2' recovery rating on the company's unsecured debt are unchanged. The '2' recovery rating reflects our expectation of substantial (70%-90%; rounded estimate: 85%) recovery in the event of default. The 'BB' issue-level rating and '1' recovery rating on the company's secured debt are also unchanged. The '1' recovery rating reflects our expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of default. "The developing outlook indicates our expectation that the Allegheny assets that had been earmarked for sale to LS Power Corp. will ultimately be sold, but that it could take until the second quarter of 2018 for this transaction, as well as the transfer of Pleasants, to be consummated. It's our belief that when the assets are sold, the funds will be used to pay-off remaining debt at Allegheny Energy Supply and that debt associated with Pleasants will be transferred along with the asset. Thereafter, there will be no rated debt, and we'd expect to withdraw the rating. The rating primarily reflects metrics that have remained relatively resilient compared with the remainder of the FirstEnergy merchant fleet, but this is offset by the comparatively small (and shrinking) size of the portfolio, which is under 3 gigawatts currently and concentrated in the Pennsylvania-Jersey-Maryland Interconnection footprint. "The developing outlook reflects our expectation that the issuer will proceed with its asset sales, which will contribute to paying-off remaining debt at some point in the first half of 2018. "We could lower the rating if the transactions with LS Power and Monongohela Power Co. do not materialize or close during 2018 while power prices continue to weaken and contribute to weaker metrics. "We could raise the rating if the transactions are successful and lead to significant debt paydown and improved metrics; over time, this would likely also lead to the rating being withdrawn, once all debt is repaid." ALLIANCE ONE: Swings to $956K Profit in Second Quarter ------------------------------------------------------ Alliance One International, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $956,000 on $447.3 million of sales and other revenues for the three months ended Sept. 30, 2017, compared to a net loss of $15.61 million on $389.4 million of sales and other operating revenues for the three months ended Sept. 30, 2016. Sales increased 14.9% primarily due to the larger South American crop and a 12.4% increase in average sales price due to favorable product mix. For the six months ended Sept. 30, 2017, Alliance One reported a net loss of $31.67 million on $724.3 million of sales and other operating revenues compared to a net loss of $47.15 million on $650.5 million of sales and other operating revenues for the same period a year ago. Sales increased 11.3% mainly driven by the larger South American crop and a 9.5% increase in average sales price due to favorable product mix. As of Sept. 30, 2017, Alliance One had $1.93 billion in total assets, $1.75 billion in total liabilities and $182.09 million in total stockholders' equity. Pieter Sikkel, president and CEO said, "Fiscal year 2018 is progressing favorably and in line with our expectations. We achieved solid sales growth during the second quarter when compared to last year and volume sold is increasing as crop sizes have returned to more normal levels in many key markets. Our sales are planned to improve throughout the fiscal year, with each subsequent quarter building on the prior, based on the timing of crops and processing in the growing regions where we source tobacco. As such, as we progress into the third and fourth quarters, we anticipate that our results will further reflect improvement versus last year in both sales and profitability. "Through the first half of this year total kilos sold increased 2.1% to 153.2 million kilos and sales increased 11.3% to $724.3 million this year versus last year as a result of the larger South American crop, increased customer demand primarily from Asia and Europe, and a 9.5% increase in average sales price due to favorable product mix. Lamina as a percentage of total sales was 14.2% higher when compared to last year. Additionally, the 2017 Brazilian crop now being sold is of higher quality than the El Niño-affected 2016 crop. "Gross profit increased by 16.2% to $98.0 million for the first six months of this year and gross profit as a percentage of sales improved to 13.5% from 13.0% last year. These improvements were driven by sales that increased by 11.3% while total costs of goods and services sold only increased 10.6%. "For the first six months of this year, SG&A decreased 5.0% mainly due to lower legal and professional fees and reduced incentive compensation costs. In addition to lower costs, other income increased $7.3 million driven by sales of intrastate trade tax credits and the receipt of funds previously held in escrow that are now covered by bond. "As previously reported and consistent with our plan, in April we utilized surplus cash to reduce long-term debt with the purchase and cancellation of $28.6 million of our 9.875% senior secured second lien notes, leaving $662.9 million outstanding at September 30, 2017. Our liquidity at quarter-end was strong with available credit lines and cash of $517.1 million. In addition to an improved second quarter we are forecasting fiscal year 2018 to improve, when compared to last year, with sales in a range of $1,900.0-$2,000.0 million and Adjusted EBITDA in a range of $165.0-$185.0 million. By fiscal year-end we also expect good improvement in our net leverage ratio, defined as total debt minus cash divided by Adjusted EBITDA. "We are also implementing new initiatives that should grow our business platform, while we continue to enhance our sustainability and track and trace capabilities. Sustainability is core to everything we do and central to our value proposition with customers and suppliers. From the field, to our factories, to our customers' final products, every action we take is focused on the future with emphasis on continuous improvement. Our focus on sustainability began many years ago, because it made sense for our business. Recently regulation has begun to catch-up to standards we established for ourselves, in labor and environmental impact, as well as the ability to track and trace crops through the supply chain. "Our planning is consistent with our customers' that are focused on reducing costs, increasing efficiency and enhancing their global supply chains, as well as driving positive change in consumption with increased reduced risk product offerings. As part of plan execution, we recently made a further investment to expand our e-liquid capability and footprint established initially with our investment in Purilum, a leader in e-liquids and flavoring, that enhances our core competencies. Purilum won the 2017 Golden Leaf Award for the company most committed to quality, affirming our commitment to high quality next generation products and their future. Mr. Sikkel, concluded, "Future prospects for our business are bright and we are excited about developing and maximizing future opportunities that should drive improved profitability and enhanced shareholder value. We are taking measured steps to strengthen our preferred supplier role with customers, further developing our position as a key supplier for both traditional requirements as well as next generation reduced risk products." Performance Summary for the Fiscal Quarter Ended September 30, 2017 Volumes increased 3.6% to 92.0 million kilos this year versus last year due to the timing of shipments primarily from Asia and Europe. Total sales and other operating revenues increased 14.9% or $57.9 million to $447.3 million primarily due to the larger South American crop and a 12.4% increase in average sales price due favorable product mix. Lamina as a percentage of total sales was 15.5% higher this year compared to last year. Gross profit increased 37.9% to $69.3 million and gross profit as a percentage of sales improved to 15.5% from 12.9% last year. SG&A increased slightly to $34.8 million which was offset by higher other income primarily related to the receipt of funds previously held in escrow in South America that are now covered by bond. Interest expense increased slightly to $32.8 million from the prior-year period, primarily due to increased interest rates and higher average borrowings on seasonal lines related to increased tobacco purchases for anticipated sales. Cash income taxes paid for the quarter increased from $1.0 million in the prior year to $9.2 million in the current year and the effective tax rate was 90.4% this year compared to (32.2)% last year. The variance in the effective tax rate between this year and last year is the result of many factors including the differences in forecasted income for the respective years; differences in year-to-date income for the quarters; certain losses for which no tax benefit is recorded; and, differences in valuation allowances, net exchanges losses on income tax accounts and net exchange gains related to liabilities for unrecognized tax benefits. Performance Summary for the Six Months Ended September 30, 2017 Volumes increased 2.1% to 153.2 million kilos this year versus last year due to the timing of shipments primarily from Asia and Europe. Total sales and other operating revenues increased 11.3% to $724.3 million driven by a 9.5% increase in average sales price due mainly to product mix. Lamina sales as a percentage of total sales were 14.2% higher this year when compared to last year. The larger South America crop size increased revenue by 6.3%, and decreased processing costs by 11.9%. The higher volume throughput significantly reduced conversion costs. Average tobacco costs per kilo increased 9.9% from product mix and the impact of European currency movement which was partially offset by lower conversion costs. Gross profit increased 16.2% to $98.0 million and gross profit as a percentage of sales improved to 13.5% from 13.0% last year. The increase in gross profit was driven by revenues increasing by 11.3% while total costs of goods and services sold increased 10.6%. The larger South America crop size this year drove increases in revenues and the higher volume decreased our processing and conversion costs. SG&A decreased 5.0% to $68.6 million primarily from lower legal and professional fees and incentive compensation costs. Other income increased $7.3 million driven by sales of intrastate trade tax credits in South America and the receipt of South American funds previously held in escrow that are now covered by bond. During the six months ended Sept. 30, 2017, the Company purchased $28.6 million of its existing senior secured second lien notes due 2021 at a discount resulting in debt retirement income of $3.0 million. Interest expense increased 7.0% to $66.9 million, mainly due to increased interest rates and higher average borrowings on seasonal lines related to increased tobacco purchases for anticipated sales. Cash income taxes paid increased from $4.7 million to $10.0 million year over year and the effective tax rate was (29.4)% this year compared to 0.5% last year. The variance in the effective tax rate between this year and last year is the result of many factors including the differences in forecasted income for the respective years; differences in year-to-date income for the quarters; certain losses for which no tax benefit is recorded; and, differences in valuation allowances, net exchanges losses on income tax accounts and net exchange gains related to liabilities for unrecognized tax benefits. Liquidity and Capital Resources As of Sept. 30, 2017, available credit lines and cash were $517.1 million, comprised of $188.9 million in cash and $328.2 million of credit lines, consisting of $60.0 million available under the U.S. ABL facility for general corporate purposes (subject to limitations on borrowing if unrestricted cash and cash equivalents exceed $180.0 million), $261.2 million of notes payable to banks and $7.0 million of availability exclusively for letters of credit. In the future, the Company may elect to redeem, repay, make open market purchases, retire or cancel indebtedness prior to stated maturity under its various global bank facilities and outstanding public notes, as they may permit. A full-text copy of the Form 10-Q is available for free at: https://is.gd/4KUHbN About Alliance One Morrisville, N.C.-based Alliance One International Inc. is principally engaged in purchasing, processing, storing, and selling leaf tobacco. The Company purchases tobacco primarily in the United States, Africa, Europe, South America and Asia for sale to customers primarily in the United States, Europe and Asia. Alliance One reported a net loss attributable to the Company of $62.92 million on $1.71 billion of sales and other operating revenues for the year ended March 31, 2017, compared to net income attributable to the Company of $65.53 million on $1.90 billion of sales and other operating revenues for the year ended March 31, 2016. As of June 30, 2017, Alliance One had $1.97 billion in total assets, $1.79 billion in total liabilities and $178 million in total equity. * * * In September 2016, Moody's Investors Service upgraded Alliance One's Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating to 'Caa1-PD' from 'Caa2-PD'. The Corporate Family Rating upgrade to Caa1 reflects Moody's somewhat diminished concerns about Alliance One's liquidity. In June 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Alliance One. The rating outlook is negative. The rating affirmation reflects S&P's forecast that the Company's credit metrics will show modest improvement but remain very weak over the next year, including adjusted debt to EBITDA in the mid-9x area (compared to over 12x currently) and EBITDA to cash interest coverage below 1.5x. Despite S&P's forecast for modest improvement, the company has missed its estimates over the last several years. ALLIED ELECTRICAL: First Amended Disclosures Conditionally OK'd --------------------------------------------------------------- Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas conditionally approved Allied Electrical Group of Texas, Inc.'s first amended disclosure statement, dated Oct. 25, 2017, in support of its proposed plan of reorganization. Nov. 30, 2017, is fixed as the last day for filing and serving written objections to final approval of the Debtor’s Disclosure Statement or confirmation of the Debtor's proposed Chapter 11 Plan. Nov. 30, 2017, is fixed as the last day for filing written acceptances or rejections of the Debtor's proposed Chapter 11 Plan. Ballots accepting or rejections the Plan must be received by 5:00 p.m. (prevailing Central Time) on that date. The hearing to consider final approval of the Debtor's First Amended Disclosure Statement and to consider the confirmation of the Debtor's proposed Chapter 11 Plan is fixed and will be held on Dec. 8, 2017, at 9:00 a.m. in the Courtroom of the Honorable Chief Bankruptcy Judge Barbara J. Houser at the United States Bankruptcy Courtroom 2, U. S. Courthouse, 1100 Commerce Street, 14th Floor, Dallas, Texas 75242. About Allied Electrical Allied Electrical Group of Texas, Inc., provides electrical construction and service throughout the Dallas/Fort Worth Metroplex. Allied Electrical Group of Texas, Inc., filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-31585) on April 20, 2017. The Debtor is represented by J. Mark Chevallier, Esq., and James G. Rea, Esq., at McGuire Craddock Strother PC. The petition was signed by Christine E. Delgado, president and director. At the time of filing, the Debtor estimated assets and liabilities ranging from $100,000 to $500,000. AMERICAN MIDSTREAM: S&P Places 'B' CCR on CreditWatch Negative -------------------------------------------------------------- S&P Global Ratings said it placed its 'B' long-term corporate credit rating on American Midstream Partners L.P. and its 'B+' issue-level rating on the partnership's senior unsecured notes on CreditWatch with negative implications. Following the acquisition, Southcross will become a wholly owned subsidiary of AMID. The CreditWatch placement follows the announcement that American Midstream has entered into an agreement to acquire Southcross Holdings by issuing new common and preferred units and Southcross Energy Partners by executing a unit-for-unit exchange. S&P said, "The proposed transaction, which we expect to close during the second quarter of 2018, is subject to customary closing conditions, such as regulatory and unitholder approvals. We believe the acquisition will enable AMID to expand its existing footprint in a number of U.S. basins and improve the overall scale and diversity because the combined entity could operate with greater resources at a bigger scale than each company operates on a stand-alone basis. However, we don't expect this improvement alone could change the current weak business risk profile because the business risk profile includes our assessments of various qualitative risk factors." Already carrying about $1 billion of debt on the balance sheet by the end of the second quarter of 2017, AMID will assume Holdings and SXE's existing debts totaling about $650 million. S&P said, "We expect AMID to use the sale proceeds from the proposed divestitures of additional non-core assets in its terminal services segment to bring down a portion of Southcross' total debt. Similar to AMID's acquisition of JP Energy Partners L.P. back in December 2016 in which AMID issued new senior notes to repay JP Energy's debt, we expect AMID to repay the remaining portion of Southcross' debt by issuing new debt. Overall, we believe AMID's financial risk profile will likely remain highly leveraged after the closing and throughout 2018. Leverage could improve over time because of accretive EBITDA, potential synergies, etc. We also expect AMID to deleverage with potential equity issuances. At this moment, however, we're uncertain about the integration plan and the nature, magnitude, and timing of potential synergies. Furthermore, the acquisition is contingent on successful divestitures of the non-core terminal assets, thus presenting execution risk. Yet, we believe this acquisition could potentially provide AMID with growth opportunities going forward once the assets of AMID and Southcross are fully integrated without any operational issues." S&P said, "We will monitor developments related to the proposed transaction and plan to resolve the CreditWatch once our analysis is complete. We expect to receive more information about the transaction, including the ultimate financing structure, potential synergies, and the pro forma asset base of the combined entity, thus giving us greater certainty regarding what rating action we would take. The CreditWatch placement with negative implications reflects that we could lower or affirm our ratings on the combined entity following the completion of our analysis." APOLLO ENDOSURGERY: Inks Clinical Trial Agreement with Mayo Clinic ------------------------------------------------------------------ Apollo Endosurgery, Inc. has entered into a clinical trial agreement with Mayo Clinic to undertake the MERIT-Trial (Multi-center ESG Randomized Interventional Trial), the first, prospective randomized multi-center controlled trial evaluating the efficacy of the endoscopic sleeve gastrectomy procedure in producing significant and medically-relevant long-term weight loss and improvement of obesity associated co-morbidities. This investigator-sponsored clinical study is expected to commence in the fourth quarter of 2017. ESG is an endoscopic minimally invasive weight loss procedure based on full-thickness endoscopic suturing using Apollo's OverStitch device. In the ESG procedure, full-thickness endoscopic suturing is used to reduce the stomach volume by 80% through a series of endolumenally placed full-thickness sutures through the gastric wall in order to create a restrictive endoscopic sleeve. The MERIT-Trial will be conducted at up to eight sites in the United States. The trial's purpose is to evaluate the long-term safety and efficacy of ESG compared to efficacy endpoints set forth in a consensus statement of the American Society of Gastrointestinal Endoscopy (ASGE) and the American Society of Metabolic Bariatric Surgery (ASMBS) and its impact on obesity related co-morbidities in patients with obesity and body mass index (BMI) between 30 - 45 kg/m2. The trial is expected to enroll two hundred patients (80 treatment / 120 control), stratified into three groups (Obesity, Obesity with hypertension, Obesity with diabetes). All treatment participants will undergo ESG, receive a repeat upper endoscopy at 52 weeks +/- 4 weeks to evaluate and continued follow-up for twelve additional months. Control participants will follow a low-calorie, healthy lifestyle intervention for twelve months and then may be eligible for crossover to receive the ESG. The trial will have two levels: 1) the randomized study phase with primary outcomes for both treatment and control participants evaluated at twelve months, and 2) the crossover, non-randomized study phase with outcomes for a) the initial treatment participants at 24 months after their ESG, and b) the control cross-over participants evaluated at twelve months after their ESG. Primary endpoints will be at least 25% average excess weight loss (EWL) measured at 12 months after ESG and at least 15% more EWL in the treatment participants compared to the control participants at 12 months, or, 15% more EWL in patients crossed over to ESG in the non-randomized phase of the trial compared to EWL in the twelve months prior to cross over. The trial's safety endpoint is defined as a less than 5% serious adverse events rate. About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a medical device company focused on less invasive therapies for the treatment of obesity, a condition facing over 600 million people globally, as well as other gastrointestinal disorders. Apollo's device based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 80 countries today. Apollo's common stock is traded on NASDAQ Global Market under the symbol "APEN". Apollo Endosurgery reported a net loss attributable to common stockholders of $41.16 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $36.38 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Apollo Endosurgery had $114 million in total assets, $57.16 million in total liabilities and $56.83 million in total stockholders' equity. APPVION INC: Committee Hires FTI Consulting as Financial Advisor ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Appvion, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain FTI Consulting, Inc. as financial advisor to the Committee. The financial advisory services that FTI will provide to the Committee are: a. assistance in the review of financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; b. assistance with the review of the Debtors' analysis of core business assets and the potential disposition or liquidation of non-core assets; c. assistance with the assessment and monitoring of the Debtors' short term cash flow, liquidity, and operating results; d. assistance with the review of the Debtors' identification of potential cost savings, including overhead and operating expense reductions and efficiency improvements; e. assistance with the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; f. assistance with review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; g. assistance in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; i. assistance in the preparation of analyses required to assess any proposed Debtor-In-Possession financing or use of cash collateral; j. assistance with the review of the Debtors' proposed key employee retention and other employee benefit programs; k. assistance in the review and monitoring of any asset sale process, including, but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids; l. attendance at meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; m. assistance in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings; n. assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; o. assistance in the review of the claims reconciliation and estimation process; p. assistance in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and q. render other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. FTI will seek compensation on a fixed monthly basis of $150,000 per month and a completion fee of $600,000, plus reimbursement of actual and necessary expenses incurred by FTI, including legal fees related to the retention application and future fee applications. Conor P. Tully, Senior Managing Director with FTI Consulting, Inc., attests that FTI does not hold or represent any interest adverse to the estate, and therefore believes it is eligible to represent the Committee under Section 1103(b) of the Bankruptcy Code. FTI can be reached through: Conor P. Tully FTI CONSULTING, INC. Three Times Square, 9th Floor New York NY 10036 Tel: +1 212 247 1010 Fax: +1 212 841 9350 Email: conor.tully@fticonsulting.com About Appvion, Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. On Oct. 1, 2017, Appvion, Inc. and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082). The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on Oct. 11 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Appvion, Inc., and its affiliates. The Committee hired Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. AQUION ENERGY: Wants to Maintain Plan Exclusivity Until Feb. 2018 ----------------------------------------------------------------- AEI Winddown, Inc. f/k/a Aquion Energy, Inc. files a second motion asking the U.S. Bankruptcy Court for the District of Delaware to further extend the periods within which only the Debtor may file a plan of reorganization and obtain acceptances of the plan by a period of approximately 90 days, through and including February 1, 2018, and April 3, 2018, respectively. A hearing to consider approval of the Debtor's Motion will be held December 19, 2017 at 11:00 a.m. Any response or objection to the Debtor's Motion must be file on or before November 17. Absent the requested exclusivity extension, the current deadline for which only the Debtor may file and solicit acceptances of a plan is slated to expire on November 3, 2017 and January 3, 2018, respectively. Throughout its chapter 11 proceeding, the Debtor has worked closely with the Committee and other significant parties in interest. The Debtor has made substantial progress towards achieving its chapter 11 goals, and is nearing the end of this process. The Debtor has been diligent in administering these cases by, among other things, consummating the sale of substantially all assets of the Debtor, rejecting certain burdensome contracts, rejecting its remaining leases of non-residential real property, and preparing for the claims reconciliation process. The Debtor merely requires additional time in order to maximize the value of its estate. Since the filing of the First Exclusivity Extension Motion, the Debtor has made considerable strides in these chapter 11 cases, and on October 19, 2017, the Debtor has filed the Plan of Liquidation, the Disclosure Statement, and the Solicitation Motion, which are supported by the Committee. The Solicitation Motion requests provisional approval of the Disclosure Statement, and is scheduled for hearing on November 9, 2017. The Solicitation Motion also requests a joint hearing to consider final approval of the Disclosure Statement and confirmation of the Plan on December 19, 2017. The Debtor believes that maintaining the exclusive right to file and solicit votes on the Plan is critical to its successful completion of this Chapter 11 case, especially since the Plan and Solicitation Motion are currently pending. Extending the Exclusivity Periods will, among other things, afford the Debtor time to obtain approval of the Solicitation Motion, confirm the Plan, finalize the transactions contemplated by the Plan, and proceed toward liquidation in an efficient, organized fashion. Therefore, the Debtor requests an extension of the Exclusivity Periods by approximately 90 days to allow the Debtor to focus on continuing to advance this process and to preclude the costly disruption and instability that would occur if competing plans were to be proposed. About Aquion Energy Pittsburgh, Pa.-based Aquion Energy Inc. manufactures saltwater Batteries with a proprietary, environmentally-friendly electrochemical design. Aquion was founded in 2008 and had its first commercial product launch in 2014. Designed for stationary energy storage in pristine environments, island locations, homes, and businesses, its batteries have been Cradle to Cradle Certified, an environmental sustainability certification that has never previously been given to a battery producer. Aquion Energy filed a Chapter 11 petition (Bankr. D. Del. Case No. 17-10500) on March 8, 2017. Suzanne B. Roski, the CRO, signed the petition. The Debtor estimated $10 million to $50 million in assets and liabilities. Judge Kevin J. Carey presides over the case. The Debtor tapped Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel, and Suzanne Roski of Protiviti, Inc., as chief restructuring officer. The Debtor also engaged Kurtzman Carson Consultants, LLC, as claims and noticing agent. The official committee of unsecured creditors formed in the case has retained Lowenstein Sandler LLP as counsel, and Klehr Harrison Harvey Branzburg LLP as Delaware co-counsel. ARTERRA WINES: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' long-term corporate credit rating (CCR) to Mississauga, Ontario-based Arterra Wines Canada Inc. The outlook is stable. The company was previously rated as Constellation Brands Canada Inc. and is now being assigned a CCR under Arterra. Subsequently, S&P will be withdraw its corporate credit rating on Constellation following this report. The 'BB-' issue-level rating and '1' recovery rating on Arterra's US$260 million and C$66 million first-lien term loan B and C$40 million revolver are unchanged. The '1' recovery rating reflects S&P's expectation of very high (90%-100%) recovery in the event of default. The issue-level rating was previously rated under the company 9941762 Canada Inc. and is now being rated under Arterra. The ratings on Arterra reflect the company's narrow geographic and product diversity when compared with that of global peers in the alcohol and wine industry and the company's ownership by a financial sponsor (Ontario Teachers' Pension Plan) with leverage above 5x. The ratings also incorporate the company's attractive market position in the fragmented but highly regulated Canadian wine industry. The regulated nature of the industry provides manufacturers, such as Arterra, with some cash flow stability from price floors and uniform pricing, along with modest barriers to entry. S&P said, "We expect slightly lower margin in fiscal 2018 due to rising input costs from weaker grape-growing conditions, and significant costs related to the carve-out from Constellation Brands. Nevertheless, we expect the company to maintain leverage of about 6x and EBITDA interest coverage of about 3x. "The stable outlook on Arterra reflects our view that the company will sustain its market share through low-to-mid, single-digit organic revenue growth, and maintain debt-to-EBITDA of about 6x and EBITDA interest coverage at about 3x over the next year. "We could lower the rating if EBITDA interest coverage drops below 2x due to operational missteps, lower demand, or increased competition. We could also lower the rating if leverage increases above 8x from a debt-funded dividend to shareholders. "We are unlikely to raise the rating in the next year, given our expectation of leverage above 5.5x. However, we could consider an upgrade if the company demonstrated a financial policy of sustaining leverage below 5x." ASPEN COURT: Proposes a Sale of Old Second Collateral ----------------------------------------------------- Judge Timothy Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on Nov. 29, 2017 at 10:00 a.m. to consider Aspen Court, LLC's sale of the real properties commonly known as 324-330 Wigwam Hollow Road, Macomb, Illinois and 1517-1531 West Jackson Street, Macomb, Illinois and the rents generated therefrom, which Old Second National Bank asserts a first mortgage interest. In October 2000, the Debtor first acquired approximately four acres of land adjacent to Western Illinois University on the corner of Elting and Albert Streets in Macomb. Over an 18-month period, it developed and constructed the first project by completing 89 apartment units, an office and a maintenance garage. A five-bedroom rental house was also purchased that has development potential. Shortly thereafter, the Debtor acquired two other smaller parcels of land on Wigwam Hollow Drive and on the 400 block of West Adams Street, both in Macomb, and constructed an additional 35 units on these properties that are comprised of 24 apartments (on Wigwam Hollow Drive) and 11 townhomes (on West Adams Street). Finally, in 2003, the Debtor acquired an additional 10 acres of land on the 1500 block of West Jackson Street in Macomb and built an additional 193 apartment units, plus an office, maintenance garage, swimming pool and clubhouse on this last site. As of the Petition Date, the Debtor has 318 apartment units in five separate locations surrounding the main campus of Western Illinois University. These apartment units are comprised of 63 single-bedroom/single-bathroom units, 170 two-bedroom/two-bathroom units, 50 three-bedroom/three-bathroom units, 33 four-bedroom/two and half-bathroom townhome units and a five-bedroom/three-bathroom house. The Tenants also have the use of and access to a swimming pool, fitness room, outdoor recreation area and a computer lab. As of the Petition Date, the aggregate occupancy rate for all four locations was approximately 54%. As of the filing of the Motion, based upon leasing efforts since the Petition Date, current occupancy is not less than 91.7%. The Debtor self-manages its Properties and conducts all leasing activity with its own personnel. The Debtor has separate mortgage lenders that are asserting liens against specific Properties and the rents generated therefrom as follows: (i) Soy Capital Bank - approximately $9,800,000; (ii) Old Second National Bank - approximately $5,277,281; (iii) Commerce Bank - approximately $1,330,000; and (iv) Heartland Bank - approximately $41,000. Old Second asserts liens against Old Second Collateral. Since the commencement of the Debtor's Chapter 11 case, the Court has entered a series of Orders authorizing the Debtor's use of cash and cash equivalents that serve as collateral for the secured interests of Old Second in and to the Old Second Collateral. These Cash Collateral Orders also relate to the secured interests of Soy Bank, Commerce and Heartland. Additionally, the Court has entered separate Orders with respect to Old Second, Commerce and Soy Bank providing for further adequate protection of their respective secured interests in the Properties. On June 28, 2017, Old Second filed a secured claim (and no unsecured claim) in the Debtor's Chapter 11 case in the amount of $5,277,281. In the Old Second Claim, Old Second asserts that the value of the collateral pledged by the Debtor to secure the indebtedness due to Old Second is between $5,000,000 and $5,500,000. On May 22, 2017, Old Second filed a Complaint and Confession of Judgment in the Circuit Court of Kane County, Illinois pursuant to which it attempts to confess a judgment against the Debtor, Paul Sauser, Jonathan Sauser, and Rolf Anderson, the Debtor's principals, in an amount of approximately $5,277,281 without notice. In the Confession Action, Old Second asserts that Paul, Jonathan and Rolf personally guaranteed all amounts allegedly due from the Debtor to Old Second. Although the Confession Action is stayed as to the Debtor as of the Petition Date and thereafter, Old Second has continued to litigate its claims asserted in the Confession Action against the Debtor's principals. The filing of the Confession Action in the Kane County Court by Old Second and the inability to reach a resolution of the issues with Old Second were the primary triggering events for the commencement of the Debtor's Chapter 11 case. By filing its Chapter 11 case, it protected certain of its Properties from foreclosure by Old Second and preserved the overall viability of its business and assets for the benefit of all creditors. The Debtor has several options for an exit strategy from the Chapter 11 case. Each of these options provides a mechanism for the payment of all creditors' claims in the context of a confirmable Plan of Reorganization. It continues to negotiate with third parties for new and/or additional financing to support the funding of its Plan. Both the time and financial resources of Paul, Jonathan and Rolf are indispensible to the formulation and implementation of the Debtor's Chapter 11 exit strategy. On July 13, 2017, the Debtor the Adversary Proceeding, seeking declaratory and injunctive relief to stay or enjoin the continued prosecution of the Confession Action on the basis that the defendants in the Confession Action are ready, willing and able to make significant contributions of time and financial resources to the Debtor's reorganization, which will ensure the likelihood of success in the Chapter 11 case by the Debtor and further the global resolution of all creditor claims against the Debtor. On July 20, 2017, the Debtor filed the Injunction Motion, seeking the entry of an Order preliminarily enjoining Old Second from continuing to prosecute the Confession Action against, or otherwise attempting to collect from, Paul, Jonathan and Rolf. On Sept. 12, 2017, immediately prior to the scheduled evidentiary hearing on the Injunction Motion, the Debtor and Old Second reached an agreement which resolved the Injunction Motion. This Agreement between the Debtor and Old Second is memorialized in an Agreed Order for Injunction entered by the Court on Sept. 12, 2017. Pursuant to the Agreed Injunction Order, Old Second is enjoined, through Oct. 31, 2017, from, among other things, taking any action against Paul, Jonathan and Rolf in the Confession Action. Under the Agreed Injunction Order, the injunction can be extended through Nov. 30, 2017 in the event that one of two events occurs: a. by the end of Oct. 31, 2017, the Debtor delivers to Old Second a copy of a commitment letter from a lender to the Debtor committing (subject to terms and conditions customarily contained in real estate loan commitment letters) to providing financing that will be used to pay Old Second's claim in this case in full; or b. in the absence of such a commitment letter, by the end of Nov. 1, 2017, the Debtor has filed a motion with the Court for the sale of those real properties in which Old Second claims a first mortgage interest. A copy of the Agreed Injunction Order attached to the Motion is available for free at: http://bankrupt.com/misc/Aspen_Court_73_Sales.pdf Despite its best efforts, the Debtor has yet to obtain a commitment letter from a lender for financing that would pay Old Second's claim in full prior to Oct. 31, 2017. The Debtor continues with these efforts with several potential refinancing sources. While the Debtor continues in its efforts to obtain refinancing, the Debtor also intends to simultaneously proceed with a sale process for the Old Second Collateral. The Debtor respectfully asks the Court to grant it leave to sell the Old Second Collateral free and clear of liens, interests, claims and encumbrances. In so doing, the Debtor is researching the market and identifying potential brokers to assist the Debtor in the sale process. These efforts should result in the identification of a successful broker and an initial buyer for the Old Second Collateral. Once a broker is selected, a separate motion to retain the broker will be filed with this Court. Similarly, once a buyer is identified, the Motion will be supplemented to identify the buyer and to establish particular sale procedures relating to the particular buyer. Old Second is represented by: William J. Barrett BARACK FERRAZZANO KIRSCHBAUM & NAGEL 200 W. Madison St., Suite 3900 Chicago, IL 60606 Telephone: (312) 629-5170 E-mail: William.barrett@bfkn.com About Aspen Court Aspen Court, L.L.C. -- http://www.aspencourtwiu.com/-- owns an apartment community located at 1507 W. Jackson Street Macomb, Illinois 61455, with four convenient locations within walking distance to the Western Illinois University Campus. Aspen Court offers floor plans that accommodate all types of residents. It is the only apartment community in Macomb to offer 1, 2, and 3 bedroom apartments and 4 bedroom townhomes. Each apartment has a bathroom for every bedrooom! Its complex has just recently been constructed and contains all of the newest construction and communication technology. Every apartment comes with High-Speed Fiber Optic Internet included with data jacks in every bedroom and living room. Aspen Court filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 17-16064) on May 24, 2017, estimating its assets and liabilities at between $10 million and $50 million each. The petition was signed by Jonathan Sauser as member and designated representative. Judge Timothy A. Barnes presides over the case. David K Welch, Esq., at Crane, Heyman, Simon, Welch & Clar, serves as the Debtor's bankruptcy counsel. BOXLIGHT CORP: GBH CPAs, PC Raises Going Concern Doubt ------------------------------------------------------ Boxlight Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K/A, disclosing a net loss of $2.06 million on $20.37 million of revenues for the fiscal year ended December 31, 2016, compared with a net loss of $2.26 million on $3.38 million of revenues in 2015. The Company's independent accountants GBH CPAs, PC, states that the Company has suffered recurring losses from operations, has a net capital deficit and is in default on the payment of certain debt obligation. These factors raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at December 31, 2016, showed $19.12 million in total assets, $17.01 million in total liabilities, and a total stockholders' equity of $2.11 million. A copy of the Form 10-K/A is available at: https://is.gd/bopsbR About Boxlight Corporation Boxlight Corporation is a visual display technology company. The Georgia-based Company currently design, produce and distribute interactive projectors and distribute interactive LED flat panels in the education market. It also distributes science, technology, engineering and math (or "STEM") data logging products to the educational market. BT BOURBONNAIS CARE: Seeks Permission to Use Cash Collateral ------------------------------------------------------------ BT Bourbonnais Care, LLC, asks the United States Bankruptcy Court for the Northern District of Illinois for authority to use certain cash and cash equivalents in which MidCap Funding IV, LLC and the U.S. Department of Housing and Urban Development assert an interest. The Debtor asserts that it is essential the Debtor be authorized to use cash collateral to pay its typical and customary operating expenses in order for the Debtor to continue to operate its business and manage its financial affairs in the ordinary course and effectuate an effective reorganization. The proposed Budget provides the Debtor's monthly cash flow projections for the week ending November 4, 2017 through the week ending December 30, 2017, and itemizes the Debtor's cash needs -- approximately $753,990 -- during the relevant period. The Related Debtors are CC Care, LLC; BT Bourbonnais Care, LLC; CT Care, LLC; JLM Financial Healthcare, LP; FT Care, LLC; JT Care, LLC; KT Care, LLC; TN Care, LLC; SV Care, LLC; and WCT Care, LLC. Except for JLM Financial Healthcare, the related Debtors operate long-term care facilities. JLM Financial Healthcare is the sole member and owner of each of the Operating Debtors. The Debtor is a party to a certain financing transaction with MidCap Funding IV, LLC that was amended numerous times through the present. The MidCap Loans are in the nature of revolving credit lines funded from and secured by the accounts receivable of the Operating Debtors. As of the Petition Date, the approximate balance due to MidCap is $8,700,000. The U.S. Department of Housing and Urban Development is asserting liens against the Debtor's assets, including cash collateral, which secures an aggregate indebtedness of approximately $96,000,000 owed to HUD by certain related non-Debtors for mortgages extended to such non-Debtors. These mortgages are on the properties from which the Related Debtors operate their business. The Debtor proposes use cash collateral upon the following terms and conditions: (a) The Debtor will permit MidCap and HUD to inspect the Debtor's books and records; (b) The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and other damage; (c) Upon reasonable request, the Debtor will make available to MidCap and HUD evidence of that which purportedly constitutes their collateral or proceeds; (d) The Debtor will properly maintain its assets in good repair and properly manage its business; and (e) MidCap and HUD will be granted valid, perfected, enforceable security interests in and to the Debtor's post-petition assets, including all proceeds and products which are now or hereafter become property of the estate to the extend and priority of their alleged pre-petition liens, if valid, but only to the extent of any diminution in the value of such assets during the commencement of the Debtor's Chapter 11 case through the next hearing on the use of cash collateral. A full-text copy of the Debtor's Motion, dated October 31, 2017, is available at https://is.gd/fT6MTs A copy of the Debtor's Budget is available at https://is.gd/shqodG About CC Care, LLC and its affiliates CC Care, LLC dba Community Care Center is a nursing & custodial care facility located at 4314 S. Wabash Ave. Chicago, Illinois 60653. The company offers therapeutic services, social services, personal amenities and other services including respite care, hospice care, podiatry, optometry, 24-hour professional nursing, licensed dietitian, restorative programs, x-ray and lab services. The facility accepts Medicaid, Medicare, private insurance and private pay. For more information please visit the company's Web site at: http://communitycarechicago.com/ CC Care, LLC dba Community Care Center and its affiliates filed separate Chapter 11 petitions (Bankr. N.D. Ill. Case No. 17-32406), on October 30, 2017. The petitions were signed by Patrick Laffey, manager and designated representative. The Debtors are represented by Crane, Heyman, Simon, Welch & Clar and Burke Warren Mackay & Serritella P.C. At the time of filing, the CC Care LLC had $1 million to $10 million in estimated assets and liabilities. Debtor affiliates that filed separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- CC Care, LLC 17-32406 dba Community Care Center BT Bourbonnais Care, LLC 17-32411 dba Bourbonnais Terrace Nursing Home CT Care, LLC 17-32417 JLM Financial Healthcare, LP 17-32421 FT Care, LLC 17-32423 JT Care, LLC 17-32425 KT Care, LLC 17-32427 TN Care, LLC 17-32429 SV Care, LLC 17-32430 WCT Care, LLC 17-32433 Case No. 17-32406 is assigned to Judge Janet S. Baer and Case No. 17-32411 is assigned to Judge Deborah L. Thorne. BURLINGTON STORES: S&P Affirms 'BB' CCR, Outlook Stable ------------------------------------------------------- S&P Global Ratings affirmed its 'BB' corporate credit rating on New Jersey-based off-price retailer Burlington Stores Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'BB+' issue-level rating and '2' recovery rating to Burlington's proposed $1.1 billion senior secured term loan due 2024. The '2' recovery rating indicates our expectation of substantial (70%-90%, recovery estimate: 85%) recovery in the event of payment default. We also assigned our 'BB' corporate credit rating to Burlington Coat Factory Warehouse Corp., a subsidiary of Burlington Stores Inc., and the entity issuing the term loan. The 'BBB-' issue-level rating and '1' (90%-100%, recovery estimate: 95%) recovery rating on the company's $600 million asset-based lending (ABL) revolver is unchanged. "The affirmation reflects our expectation that Burlington will generate good revenue and profit growth over the next 12 months, on continued benefits of the off-price retail business model and merchandising initiatives. We forecast adjusted debt to EBITDA around 3x by the end of 2018 and adjusted EBITDA margins to modestly expand from merchandising initiatives and cost management. Burlington has a smaller national store footprint relative to peers, albeit with larger store sizes stemming from its legacy business of selling a greater portion of dressier apparel, youth products and coats. The larger store sizes also contribute to a lower inventory turnover relative to peers. Still, the company has made progress with its business strategies that includes opening new, smaller-format stores and maximizing product assortments that we think should create opportunities for further cost improvements and higher sales per square foot. Burlington's adjusted EBITDA margins of 16.4% for the 12 months ended July 29, 2017, have improved, but trail the 19% average for peers TJX Cos. Inc. and Ross Stores Inc. We believe margins could improve to the 18% area over the next 12 months on further operating improvement. We expect a sound in-store execution with good merchandising cadence to continue, contributing to higher inventory turnover of nearly 5x. "The stable outlook reflects our expectation that Burlington will generate high-single-digit revenue growth from positive same-store sales and store growth, and modest margin expansion through operating initiatives over the next 12 months. We expect leverage to improve to about 3x in 2018. "We could lower the ratings if merchandise missteps or unsuccessful store expansion propel a decline in credit protection metrics and underperformance relative to our forecast, such that adjusted EBITDA margins contract by 150 basis points, cash flow from operations declines substantially, or leverage approaches 4x due to a change in financial policy. "We could consider a higher rating if the company outperforms our expectations and maintains sound financial policies. This would result in adjusted EBITDA margins expanding at least 150 basis points higher than our 2017 forecast, FFO to debt in the mid-20% area, and we believed adjusted debt to EBITDA would be maintained in the high-2x area or lower longer term." CAROL LLOYD: May Use Up to $307,690 Cash Collateral for 30 Days --------------------------------------------------------------- Judge George R. Hodges of the U.S. Bankruptcy Court for the Western District of North Carolina has entered an interim order allowing Carol Lloyd, Inc. to use up to $307,690 of cash collateral during the next 30 days or until final hearing, whichever occurs first. As adequate protection, and to the extent that cash collateral is used, the Potential Secured Creditors will receive a post-petition lien on the Debtor's accounts receivable to the extent that the pre-petition lien on the same type of collateral was valid, perfected, enforceable, and non-avoidable as of the petition date. The Debtor's use of Cash Collateral is contingent upon Debtor filing its first and second quarter 2017 reports, tax returns for first and second quarter 2017 as well as payment of taxes for those quarters in full by no later than October 22, 2017. Also, the Debtor will make all required Federal tax deposits and file and pay Form 941 for the quarter ending September 30, 2017 (3rd quarter) on or before October 31, 2017. For the quarter ending December 31, 2017 (4th quarter) all Federal tax deposits will be made timely also, the Form 1120S Corporate Income Tax Return for Subchapter S Corporation for the periods ending December 31, 2015 and December 31, 2016 will be filed on or before October 31, 2017. A hearing on the Debtor's use of cash collateral will be held on November 21, 2017 at 9:30 a.m. or as soon thereafter as it can be heard. A full-text copy of the Order, dated October 31, 2017, is available at https://is.gd/Mx2TeW About Carol Lloyd Headquartered in Asheville, North Carolina, Carol Lloyd, Inc., doing business as MMDS of Asheville, has been providing X-ray laboratory services (including dental) since 2004. Carol Lloyd, Inc., is an affiliate of MMDS of North Carolina Inc., which sought bankruptcy protection (Bankr. E.D.N.C. Case No. 17-01749) on April 7, 2017. Carol Lloyd filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No. 17-10207) on May 15, 2017, estimating its assets at up to $50,000 and liabilities between $1 million and $10 million. The petition was signed by Lloyd M. Williams, III, authorized representative. Judge George R. Hodges presides over the case. David R. Badger, Esq., at David R. Badger, P.A., serves as the Debtor's bankruptcy counsel. CATALYST LIFESTYLES: Taps KC Cohen as Legal Counsel --------------------------------------------------- Catalyst Lifestyles Sport Resort, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to hire KC Cohen, Lawyer, PC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; pursue actions to recover assets of its estate; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. KC Cohen, Esq., the attorney who will be handling the case, will charge an hourly fee of $350. The firm does not represent or hold any interest adverse to the matters upon which it is to be employed, according to court filings. Cohen can be reached through: KC Cohen, Esq. KC Cohen, Lawyer, PC 151 N. Delaware St., Suite 1106 Indianapolis, IN 46204-2573 Phone: 317-715-1845 Fax: 916-0406 Email: kc@smallbusiness11.com Email: kc@esoft-legal.com About Catalyst Lifestyles Sport Resort Catalyst Lifestyles Sport Resort, LLC is a private development group behind the proposed development of a sport resort in Portage, Indiana. It owns in fee simple interest approximately 170 acres of undeveloped ground in Portage valued at $17 million. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 17-23131) on October 31, 2017. At the time of the filing, the Debtor disclosed $17 million in assets and $6.67 million in liabilities. Judge James R. Ahler presides over the case. CATALYST LIFESTYLES: Taps Tara Development Prexy as CRO ------------------------------------------------------- Catalyst Lifestyles Sport Resort, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to hire a chief restructuring officer. The Debtor proposes to employ T. Clifford Fleming, president of Tara Development Corp., to provide these services: (a) act as representative of the Debtor for its Chapter 11 proceeding; (b) perform all tasks necessary to oversee the restructuring of the Debtor's finances; (c) assist the Debtor in maintaining its books and records; (d) conduct an examination of the Debtor's financial affairs; (e) assist the Debtor in the preparation and submission of schedules, statement of affairs, related organizational and financial document production, reports required by the court, the U.S. trustee and other governmental agencies; (f) formulate projections in connection with the Debtor's ongoing need to use cash collateral; (g) oversee management of the Debtor's bank accounts; (h) assist the Debtor in the investigation and, if warranted, commencement of avoidance actions, prosecution of other actions in favor of the estate, and review of claims against the estate in consultation with its legal counsel; (i) assist the Debtor in negotiating with creditors and other stake holders to resolve disputes and formulate a plan of reorganization; (j) negotiate with third parties to execute transactions necessary to effectuate a plan of reorganization; and (k) formulate and pursue confirmation of a reorganization plan. Mr. Fleming will receive a fee of $2,000 per month, plus 3% of the net proceeds received from the sale of any of the Debtor's real estate assets to be paid as a cost of closing of such sale. In a court filing, Mr. Fleming disclosed that he has no connection with the Debtor or any other "party-in-interest," which would constitute a potential or actual conflict in his work for the Debtor. About Catalyst Lifestyles Sport Resort Catalyst Lifestyles Sport Resort, LLC is a private development group behind the proposed development of a sport resort in Portage, Indiana. It owns in fee simple interest approximately 170 acres of undeveloped ground in Portage valued at $17 million. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 17-23131) on October 31, 2017. At the time of the filing, the Debtor disclosed $17 million in assets and $6.67 million in liabilities. Judge James R. Ahler presides over the case. CC CARE LLC: Seeks Authorization to Use Cash Collateral ------------------------------------------------------- CC Care, LLC seeks authorization from the United States Bankruptcy Court for the Northern District of Illinois to use certain cash and cash equivalents in which MidCap Funding IV, LLC and the U.S. Department of Housing and Urban Development assert an interest. The Debtor asserts that it is essential that it be authorized to use cash collateral to pay its typical and customary operating expenses in order for the Debtor to continue to operate its business and manage its financial affairs in the ordinary course and effectuate an effective reorganization. The proposed Budget provides the Debtor's monthly cash flow projections for the week ending November 4, 2017 through the week ending December 30, 2017, and itemizes the Debtor's cash needs -- approximately $1,434,992 -- during the relevant period The Related Debtors are CC Care, LLC; BT Bourbonnais Care, LLC; CT Care, LLC; JLM Financial Healthcare, LP; FT Care, LLC; JT Care, LLC; KT Care, LLC; TN Care, LLC; SV Care, LLC; and WCT Care, LLC. Except for JLM Financial Healthcare, the related Debtors operate long-term care facilities. JLM Financial Healthcare is the sole member and owner of each of the Operating Debtors. On July 2012, the Operating Debtors entered into a financing transaction with MidCap Funding IV, LLC that was amended numerous times through the present. The MidCap Loans are in the nature of revolving credit lines funded from and secured by the accounts receivable of the Operating Debtors. As of the Petition Date, the approximate balance due to MidCap is $8,700,000. The U.S. Department of Housing and Urban Development is asserting liens against the Debtor's assets, including cash collateral, which secures an aggregate indebtedness of approximately $96,000,000 owed to HUD by certain related non-Debtors for mortgages extended to such non-Debtors. These mortgages are on the properties from which the Related Debtors operate their business. The Debtor proposes to provide the following forms of adequate protection to MidCap and HUD: (a) The Debtor will permit MidCap and HUD to inspect the Debtor's books and records; (b) The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and other damage; (c) Upon reasonable request, the Debtor will make available to MidCap and HUD evidence of that which purportedly constitutes their collateral or proceeds; (d) The Debtor will properly maintain its assets in good repair and properly manage its business; and (e) MidCap and HUD will be granted valid, perfected, enforceable security interests in and to the Debtor's post-petition assets, including all proceeds and products which are now or hereafter become property of the estate to the extend and priority of their alleged pre-petition liens, if valid, but only to the extent of any diminution in the value of such assets during the commencement of the Debtor's Chapter 11 case through the next hearing on the use of cash collateral. A full-text copy of the Debtor's Motion, dated October 31, 2017, is available at https://is.gd/JiHcvx A copy of the Debtor's Budget is available at https://is.gd/UumVGa About CC Care CC Care, LLC, d/b/a Community Care Center -- http://communitycarechicago.com/-- is a nursing & custodial care facility located at 4314 S. Wabash Ave. Chicago, Illinois 60653. The company offers therapeutic services, social services, personal amenities and other services including respite care, hospice care, podiatry, optometry, 24-hour professional nursing, licensed dietitian, restorative programs, x-ray and lab services. The facility accepts Medicaid, Medicare, private insurance and private pay. CC Care, LLC dba Community Care Center and its affiliates filed separate Chapter 11 petitions (Bankr. N.D. Ill. Case No. 17-32406), on October 30, 2017. The petitions were signed by Patrick Laffey, manager and designated representative. The Debtors are represented by Crane, Heyman, Simon, Welch & Clar and Burke Warren Mackay & Serritella P.C. At the time of filing, the CC Care LLC had $1 million to $10 million in estimated assets and liabilities. Debtor affiliates that filed separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- CC Care, LLC 17-32406 dba Community Care Center BT Bourbonnais Care, LLC 17-32411 dba Bourbonnais Terrace Nursing Home CT Care, LLC 17-32417 JLM Financial Healthcare, LP 17-32421 FT Care, LLC 17-32423 JT Care, LLC 17-32425 KT Care, LLC 17-32427 TN Care, LLC 17-32429 SV Care, LLC 17-32430 WCT Care, LLC 17-32433 Case No. 17-32406 is assigned to Judge Janet S. Baer and Case No. 17-32411 is assigned to Judge Deborah L. Thorne. CEE HOTEL: Wants Authorization on Interim Use of Cash Collateral ---------------------------------------------------------------- CEE Hotel Management LLC seeks permission from the U.S. Bankruptcy Court for the Middle District of Georgia to use cash collateral strictly as authorized in the ordinary course of performing its business. The Debtor acknowledges that Mars Ventures, LLC, and/or other creditors may have an interest in the cash collateral. The Debtor primarily generates income from providing hotel rentals and residential housing to customers, and the extent and value of the same is disclosed in the Debtor's monthly operating reports and schedules. The Debtor requires the use of cash collateral to fund all necessary operating expenses of the Debtor's business. The Debtor believes that if it is allowed to use cash collateral, it will be in the best interest of the Debtor, its creditors and its estate because it will enable the Debtor to (a) continue the orderly operation of its business and avoid an immediate total shutdown of operations; (b) meet its obligations for necessary ordinary course expenditures, and other operating expenses; and (c) make payments authorized under other orders entered by the Court, thereby avoiding immediate and irreparable harm to the Debtor's estate. By contrast, if the Debtor cannot use cash collateral, the Debtor asserts that it will be forced to cease operations. A full-text copy of the Debtor's Motion, dated Nov. 2, 2017, is available at http://tinyurl.com/yd4n7flk About CEE Hotel Management CEE Hotel Management LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 17-51642) on Aug. 1, 2017. Edward Grant and Cheryl Louder, the organizers, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The Debtor is represented by Joel A.J. Callins, Esq. at the Callins Law Firm, LLC. CENTURYLINK INC: Fitch Lowers IDR to BB; Outlook Stable ------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDRs) assigned to CenturyLink, Inc. and its subsidiaries to 'BB' from 'BB+' and removed the ratings from Negative Watch. In addition, Fitch has affirmed the IDRs for Level 3 Communications, Inc. (LVLT) and its subsidiary, Level 3 Financing, Inc. The Outlook is Stable for all ratings. The rating action is due to CenturyLink's completion of the acquisition of LVLT, which closed on Nov. 1, 2017 following approval by the Federal Communications Commission. Fitch has also assigned a 'BB+'/'RR1' rating to CenturyLink's $1.575 billion senior secured term loan A, $370 million senior secured term loan A-1 and $2 billion senior secured revolving credit facility, all due October 2022. Fitch had previously assigned a 'BB+'/'RR1' rating to CenturyLink's $6 billion senior secured term loan B. The term loan B was fully funded in June 2017 and the proceeds placed in escrow. The senior secured term loans and revolver comprise the $9.9 billion in secured financing commitments for the LVLT acquisition. The $9.9 billion in secured financing is guaranteed by certain existing CenturyLink subsidiaries (including Embarq Corp.), except for Qwest Corporation (QC), and by a new holding company, Level 3 Parent, LLC, which is now LVLT's parent. The stock of both LVLT and QC has been pledged as collateral for the facilities. LVLT and its subsidiaries will not provide guarantees to HoldCo or the acquisition debt, and its existing debt will remain outstanding. The one-notch downgrade of CenturyLink's Long-Term IDR reflects the increase in leverage resulting from the transaction. Fitch estimates that at the end of 2018, the first full year following the close of the transaction, gross leverage will approximate 4.2x. Based on the one-notch downgrade of CenturyLink's IDR to 'BB', Fitch has taken the following rating actions: -- A one-notch downgrade of CenturyLink's and Qwest Capital Funding's senior unsecured debt to 'BB'/'RR4'. The one- notch downgrade is consistent with Fitch's notching treatment of issue ratings with 'RR4' recoveries, reflecting a rating at the same level as the IDR. -- A one-notch downgrade of QC's senior unsecured debt to 'BB+'/'RR2'. The one-notch downgrade is consistent with Fitch's recovery rating criteria that limit unsecured issue ratings to one notch above the IDR. -- A two-notch downgrade of EQ's senior unsecured debt to 'BB'/'RR4'. EQ guarantees CenturyLink's secured credit facility, and the guarantee ranks pari passu with EQ senior notes. The downgrade reflects the additional amount of unsecured debt through the addition of the senior unsecured guarantee of the CenturyLink secured credit facility resulting in average recoveries. -- Maintain the 'BBB-'/'RR1' issue rating at Embarq Florida, Inc. The affirmation of LVLT's 'BB' IDR reflects the structure of the transaction and the linkage to CenturyLink's IDR based on their strong operational and strategic ties. Level 3 Parent, which is LVLT's new parent, guarantees the acquisition financing at CenturyLink. The stock of LVLT also secures the secured credit facility at CenturyLink. The existing LVLT capital structure will remain in place and LVLT and its subsidiaries have not provided a guarantee to Level 3 Parent or to the acquisition debt. Fitch has upgraded the rating for the senior secured term loan at Level 3 Financing, Inc. to 'BBB-'/'RR1' from 'BB+'/'RR1'. The upgrade is based on the overcollateralization of the term loan by Level 3's fiber network assets and the security provided by those assets on the term loan. KEY RATING DRIVERS LVLT Transaction: On Nov. 1, 2017, CenturyLink closed its cash and stock acquisition of LVLT. Post-acquisition, CenturyLink's leverage will increase as a result of the incremental transaction financing and through the consolidation of LVLT's existing debt, which will remain outstanding. CenturyLink financed the cash portion of the transaction through $9.9 billion in secured financing commitments, and cash on hand at Level 3. Deleveraging Expected: Following the close of the transaction, Fitch expects CenturyLink to deleverage at a moderate pace through EBITDA growth and debt repayment. However, Fitch does not expect the company to approach its 3.0x net leverage target in the three-year period following the close of the transaction. LVLT Transaction Enhances Scale: Fitch views CenturyLink's acquisition of LVLT positively from a strategic perspective. The combination of these companies will create the second-largest enterprise service provider in the U.S. that should benefit from enhanced scale and operating synergies over time. LVLT's network capabilities -- in particular its strong metropolitan network and broad product and service portfolio emphasizing IP-based infrastructure and managed services -- provide the combined company with a solid base to grow enterprise segment revenues. The acquisition also provides CenturyLink's existing enterprise customers with access to a more extensive international network. Parent-Subsidiary Relationship: Following the close of the transaction, Fitch has linked the IDRs of CenturyLink and LVLT based on their strong operational and strategic ties. DERIVATION SUMMARY Following the acquisition, CenturyLink has a relatively strong competitive position based on scale and size of its operations in the higher-margin enterprise market. In the enterprise market, CenturyLink has a moderately smaller position in terms of revenues relative to AT&T Inc. (A-/Rating Watch Negative), and is somewhat larger than Verizon Communications Inc. (A-/Stable Outlook). All three companies have an advantage with national or multinational companies given their extensive footprints in the U.S. and abroad. CenturyLink also has a larger enterprise business than its wireline peers, Windstream (BB-/ Rating Watch Negative ) and Frontier Communications Corp. (B+/Stable Outlook). In comparison to CenturyLink, AT&T and Verizon maintain lower financial leverage, generate higher EBITDA margins and FCF, and have wireless offerings that provide more service diversification. Fitch also believes CenturyLink's FCF will improve after the LVLT acquisition, owing to the enhanced scale and LVLT's net operating loss carryforwards, and higher FCF margin than Windstream or Frontier. Following the acquisition, CenturyLink will have lower exposure to the more volatile residential market compared to its wireline peers, Frontier and Windstream. Within the residential market, incumbent wireline operators face wireless substitution and competition from cable operators with facilities-based triple play offerings, including Comcast Corp. (A-/Stable Outlook) and Charter Communications Inc. (Fitch rates Charter's indirect subsidiary, CCO Holdings, LLC, 'BB+'/Stable Outlook). Cheaper alternative offerings such as Voice over Internet Protocol (VoIP) and over-the-top (OTT) video services provide additional challenges. Incumbent wireline operators have had modest success with bundling broadband and satellite video service offerings in response to these threats. No country-ceiling, parent/subsidiary or operating environment aspects impact the rating. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for CenturyLink include: -- Revenue and EBITDA loss from the data centers reflecting the sale as of May 1, 2017. -- Although the LVLT acquisition closed Nov. 1, 2017, the forecast assumes it closes towards the end of fiscal 2017. LVLT's operations are fully incorporated starting in fiscal 2018. -- CenturyLink's stand-alone revenues decline 2% or less in 2017 and 2018, before stabilizing in 2019. -- Fitch's forecast cost synergies slightly below synergies expected by CenturyLink and integration expenses in line with CenturyLink's expectations. -- The company benefits from $9 billion of unused NOLs from LVLT starting in 2018. -- Additional one-time cash taxes related to the data center sale are paid in 2017. -- Share repurchases are suspended while the company deleverages back to its net leverage target. For LVLT, Fitch's key assumptions within the agency's rating case include: -- The base case assumes a continuation of a rational pricing environment and stable macro-economic conditions. -- LVLT is largely successful in capitalizing on operating leverage to expand growth in gross margin and EBITDA margin during the forecast period. -- Consolidated revenue growth in the low single digits. -- Capital expenditures will approximate 15% to 16% of consolidated revenues. -- Free cash flow (FCF) generation exceeding 11.5% of revenues during 2017. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action - With the IDR at the 'BB' level, Fitch does not anticipate a positive action within a 12- to 18-month rating horizon. - To return to the 'BB+' IDR, Fitch would expect CenturyLink to maintain leverage at 3.0x or lower while consistently generating positive FCF in the mid-single digits. - Additionally, the company will need to demonstrate consistent revenue growth, stable or improving margins, and no extensive delays in reaching expected cost synergies. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action - Negative rating actions could result from a weakening of CenturyLink's operating results, including deteriorating margins and revenue erosion brought on by difficult economic conditions or competitive pressure. - Additionally, negative rating actions could result from discretionary management decisions including, but not limited to, execution of merger and acquisition activity that increases leverage beyond 4.5x in the absence of a credible deleveraging plan. LIQUIDITY Cash and Credit Facility: CenturyLink's total debt was $24.7 billion (including the $6 billion of transaction-related term loan B funding) at June 30, 2017, and readily available cash totaled $296 million excluding $6.061 billion in escrow and foreign bank accounts. As of June 30, 2017, financial flexibility was provided through a $2 billion senior unsecured revolving credit facility that matures in December 2019. As of June 30, 2017, the full $2 billion of capacity was available under the revolving facility. LVLT had total debt of $11 billion at June 30, 2017, and readily available cash, plus marketable securities and short-term investments, of $2.183 billion. The company did not have a revolving credit facility. Post-merger, the company will have available a $2 billion senior secured revolver that matures in October 2022. FCF Decline: Fitch expects FCF margins to be slightly negative in 2017. Lower FCF is driven by higher cash taxes, as CenturyLink had substantially utilized its net operating loss carryforwards at the end of 2016, and by the loss of roughly $120 million to $180 million of annual FCF generated from the data centers. FCF in 2017 will also be affected by an additional tax payment related to the sale of approximately $65 million. Maturities: Fitch believes CenturyLink has the financial flexibility to manage upcoming maturities due to its credit facilities, and to a lesser extent, FCF. CenturyLink's maturities amount to approximately $83 million and $196 million in the second half of 2017 and 2018, respectively. There are no maturities for LVLT over the remainder of 2017 through 2020. The company redeemed $300 million of floating rate notes due in 2018 at the end of September 2017. FULL LIST OF RATING ACTIONS Fitch has downgraded the following ratings: CenturyLink -- Long-Term IDR to 'BB' from 'BB+'; -- Senior unsecured $2 billion RCF to 'BB'/'RR4' from 'BB+'/'RR4'; -- Senior unsecured debt to 'BB'/'RR4' from 'BB+'/'RR4'. Embarq Corp. -- Long-Term IDR to 'BB' from 'BB+'; -- Senior unsecured notes to 'BB'/'RR4' from 'BBB-'/'RR2'. Embarq Florida, Inc. (EFL) -- Long-Term IDR to 'BB' from 'BB+'. Qwest Communications International, Inc. (QCII) -- Long-Term IDR to 'BB' from 'BB+'. Qwest Corporation (QC) -- Long-Term IDR to 'BB' from 'BB+'; -- Senior unsecured notes to 'BB+'/'RR2' from 'BBB-'/'RR2'. Qwest Services Corporation (QSC) -- Long-Term IDR to 'BB' from 'BB+'. Qwest Capital Funding (QCF) -- Senior unsecured notes to 'BB'/'RR4' from 'BB+'/'RR4'. Fitch has assigned a 'BB+'/'RR1' issue rating to CenturyLink's $1.575 billion senior secured term loan A, $370 million senior secured term loan A-1, both due 2022, and $2 billion senior secured revolving credit facility. The term loan A, term loan A-1 and revolving credit facility are all due in 2022. Fitch has upgraded the following rating: Level 3 Financing, Inc. -- Senior secured term loan to 'BBB-'/'RR1' from 'BB+'/'RR1'. Fitch has affirmed the following ratings: CenturyLink -- Senior Secured Term Loan B at 'BB+'/'RR1'. Embarq Florida, Inc. (EFL) -- First mortgage bonds at 'BBB-'/'RR1'. LVLT -- Long-Term IDR 'BB'; -- Senior unsecured notes at 'BB-'/'RR5'. Level 3 Financing, Inc. -- Long-Term IDR at 'BB'; -- Senior unsecured notes at 'BB'/'RR2'. CENTURYLINK INC: S&P Alters Outlook to Negative & Affirms 'BB' CCR ------------------------------------------------------------------ U.S. diversified telecommunications service provider CenturyLink Inc. closed on its acquisition of Level 3 Communications Inc. in a transaction valued at about $24 billion. Since the transaction was announced in October 2016, operating and financial results at CenturyLink and Level 3 have been weaker than S&P's expectations. S&P Global Ratings revised the outlook on Monroe, La.-based CenturyLink Inc. to negative from stable. At the same time, S&P affirmed the 'BB' corporate credit rating and 'B' short-term rating. S&P also revised the outlook on recently acquired Level 3 Communications Inc. to negative from stable and affirmed the 'BB' corporate credit rating on this entity, the same level as the parent rating on CTL. S&P said, "In addition, we lowered the issue-level ratings on CenturyLink's unsecured debt to 'B+' from 'BB' and revised the recovery rating to '6' from '4'. We also lowered the issue-level rating on the senior unsecured debt at wholly-owned subsidiary Qwest Capital Funding Inc. (QCF) to 'B+' from 'BB' and revised the recovery rating to '6' from '3'. The '6' recovery rating indicates our expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of payment default. We subsequently removed these ratings from CreditWatch with negative implications, where we had placed them on Oct. 31, 2016. "At the same time, we raised the senior unsecured debt rating at Level 3 Financing Inc., a wholly-owned subsidiary of Level 3 Communications Inc., to 'BB' from 'BB-' and revised the recovery rating to '4' from '5'. The '4' recovery rating indicates our expectation for average (30%-50%; rounded estimate 35%) recovery in the event of payment default. We removed these from CreditWatch with positive implications, where we had placed them on May 15, 2017. "The outlook revision reflects the weaker-than-expected earnings results at CenturyLink and Level 3 since the acquisition of Level 3 was announced in October 2016, and our expectation that pro forma adjusted debt to EBITDA will be elevated relative to our downgrade threshold over the next year. During the second quarter of 2017, CenturyLink's total revenue and reported EBITDA declined 7% from the year-ago period, although this was partly due to the loss of revenue from the sale of the company's data center operations in May 2016. In the consumer segment, revenue fell 6% from the year-ago period due to the continued decline in legacy revenues, as well as fewer broadband subscribers because of aggressive competition from cable as well as the restructuring of its satellite video contract. Legacy revenue declines in the enterprise segment along with the data center sale drove a 9% drop in enterprise revenue. Given the operating and financial trends over the last few quarters, we believe that CenturyLink on a standalone basis will be unable to stabilize the top line over the next couple of years. "The outlook is negative and reflects the weaker-than-expected operating trends in the legacy CenturyLink markets coupled with slowing growth rates at Level 3. Given the potential for integration challenges, we believe that CenturyLink's adjusted leverage could remain above 4.5x over the next year. "We could lower the rating if revenue trends in the consumer segment deteriorate because of an acceleration of access line and broadband customer losses or if weaker economic conditions and aggressive competition pressured revenue in the enterprise segment. We could also lower the ratings if the company experiences integration missteps resulting in higher churn, pricing pressure, margin compression, and lower-than-expected synergies such that adjusted leverage remains above 4.5x on a sustained basis. "We could revise the outlook to stable if CenturyLink's operating trends improved resulting in overall stable revenue and margin expansion from the realization of cost synergies such that adjusted leverage declined comfortably below 4.5x. This would entail solid execution during the integration process, limited network disruption, and stable churn levels." CHRIS CARLSON: U.S. Trustee Appoints T. Whitmer as Committee Member ------------------------------------------------------------------- The Office of the U.S. Trustee on Nov. 1 appointed Tom Whitmer, a creditor of Chris Carlson Hot Rods LLC, to serve on the official committee of unsecured creditors in the company's Chapter 11 case. Mr. Whitmer's address is: Tom Whitmer 3003 N. Sawyer Mesa, AZ 85207 Email: twhitmer@amfam.com The bankruptcy watchdog had earlier appointed Donnie Peterson, William Schrader and Alfred Suraci. About Chris Carlson Hot Rods Chris Carlson Hot Rods, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 17-11660) on Aug. 28, 2017. Christopher Carlson, its manager, signed the petition. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Robert E. Nugent presides over the case. The Debtor hired Eron Law P.A. as its bankruptcy counsel and Larson & Company, P.A. as its accountant. Arst & Arst, P.A. is counsel to the official committee of unsecured creditors formed in the case. COLLEGE PARK: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee on Nov. 1 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of College Park Investments, LLC. College Park is represented by: Lawrence A. Katz, Esq. Hirschler Fleischer PC 8270 Greensboro Drive, Suite 700 Tysons, VA 22102 Tel: 703-584-8362 Fax: 703-584-8901 Email: lkatz@hf-law.com About College Park Investments College Park Investments, LLC and its affiliate Stein Properties, Inc. are into real estate leasing and rentals business. College Park's principal assets are located at 7302 Yale Avenue College Park, Maryland. Stein Properties owns a real property at 10840 Little Patuxent Parkway Columbia, Maryland. College Park and Stein Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case Nos. 17-22678 and 17-22680) on September 22, 2017. Bruce S. Jaffe, manager, signed the petitions. At the time of the filing, College Park disclosed that it had estimated assets and liabilities of $1 million to $10 million. Stein Properties estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. CRISPY DELIGHT: Unsecured Creditors to Get 18% Over 60 Months ------------------------------------------------------------- Crispy Delight Corp. filed with the U.S. Bankruptcy Court for the Eastern District of New York a disclosure statement dated October 3, 2017. Under the Plan, Classes III and IV consist of claims of the general unsecured creditors will receive a pro-rated payment of 18% of the total amount of their respective unsecured debt over a period of 60 months. Payment of the monthly installment will begin 30 days after the Effective Date of the Plan. Classes III and IV are impaired under the Plan. The aggregate dollar amount of claims in Class III totaled approximately $99,551.67. Members of Class III are: (a) Dawn Food Products Inc., which is entitled 18% dividend ($6,891.94) in 60 monthly installment payments in the amount of $114.86; (b) Gonzalo Vazquez who is entitled 18% dividend ($11,178) in 60 monthly installment payments in the amount of $186.45; and (c) New York State Department of Taxation & Finance, entitled 18% dividend ($20.35) in 60 monthly installment payments in the amount of $0.4. The aggregate dollar amount of claims in Class IV totaled approximately $201,742.25. Members of Class IV are: (a) David Rosen Co. Inc., which is entitled 18% dividend ($7,775.87) in 60 monthly installment payments in the amount of $129. 60; (b) Anand Kenneth who is entitled 18% dividend ($1,543.14) in 60 monthly installment payments in the amount of $25.72; (c) Jack's Egg is entitled 18% dividend ($14,400) in 60 monthly installment payments in the amount of $240; and (d) Sparta Bakery Supplies is entitled 18% dividend ($12,600) in 60 monthly installment payments in the amount of $210. The Plan offers the Secured Creditor Nissan Infiniti LT in the amount of $11,238,245.90 for the leased vehicle Nissan 2016. The Plan also offers the Secured Creditor Nissan Infiniti LT in the amount of $15,968 for the leased vehicle Infinity QX6 2016. These claims will continue to be paid in accordance with the original lease terms. The Plan proposes to provide the Secured Creditor Toyota Lease Trust the amount of $16,826.95 for the leased vehicle Lexus 2017, which will continue to be paid in accordance with the original lease terms. The Plan will be financed from continuing business income. A full-text copy of the Disclosure Statement is available at https://is.gd/pV8VJy Attorney for Crispy Delight Corp: Alla Kachan, Esq. Law Offices of Alla Kachan, PC 3099 Coney Island Ave., 2rd Floor Brooklyn, New York 11235 Telephone: (718) 513-3145 Facsimile: (347) 342-315 Email: alla@kachanlaw.com About Crispy Delight Corp. Crispy Delight Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40061) on January 6, 2017. The petition was signed by Olga Normatova, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. The Debtor retains Alla Kachan, Esq. of the Law Offices of Alla Kachan P.C. as counsel. No committee of unsecured creditors has been appointed in the Debtor's case. CRYSTAL ENTERPRISES: Proposes to Pay Unsecured Creditors 45% ------------------------------------------------------------ Crystal Enterprises, Inc. filed with the U.S. Bankruptcy Court for the District of Maryland a plan of reorganization dated Oct. 26, 2017. The latest plan provides that the secured claims of Strategic Funding Source, Inc. and U.S. Foods will now be paid in 60 months instead of 74 months as asserted in the previous plan. Class 5 unsecured creditors will now recover 45% instead of the 15% previously proposed. This class will receive approximately $693,914.95, or 45% of the total unsecured debts, of $1,542,033.23. Unsecured creditors will be paid 19% beginning on the Plan's effective date for months 1 - 60 and 26% for months 61-84. A full-text copy of the Latest Plan dated Oct. 26, 2017, is available at: http://bankrupt.com/misc/mdb16-22565-230.pdf About Crystal Enterprises Crystal Enterprises, Inc. is in the business of operating a food service company and is located in Glenn Dale, Maryland. Crystal Enterprises filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-22565), on Sept. 19, 2016. The petition was signed by Sandra Thurman Custis, president. The case is assigned to Judge Wendelin I. Lipp. At the time of filing, the Debtor disclosed total assets of $114,844 and total liabilities of $3.36 million. The Debtor is represented by Rowena Nicole Nelson, Esq., at the Law Office of Rowena N. Nelson, LLC. No trustee, examiner or official committees has been appointed. DANIEL CORBETT: Goodwill Wins Summary Judgment Motion in ROFR Case ------------------------------------------------------------------ Burns & Levinson recently won a summary motion for client Goodwill Enterprises, Inc. in an important case of first impression in Massachusetts Land Court that involves nominee trusts and rights of first refusal (ROFR) over real estate in Massachusetts. On October 20, 2017, the Land Court held that the transfer of a controlling beneficial interest in a nominee realty trust, which are often used to hold real estate in the Commonwealth, can trigger a tenant's ROFR over the real estate held in the trust. The lawsuit was brought by Goodwill Enterprises, which operates an auto dealership called Automall Collection in Peabody, MA, after the company discovered that a beneficial interest in the real property it leases and uses for its dealership was sold without its knowledge despite the ROFR in Goodwill's lease. The landlord, 218 Andover Street Peabody Realty Trust (Realty Trust), was a nominee trust with two beneficiaries, William Garland and his business partner Daniel Corbett, who each owned a 50% beneficial interest. In 2011, Mr. Corbett filed for bankruptcy, but tenant Goodwill received no notice of the filing. In the bankruptcy proceeding, Mr. Corbett's 50% beneficial interest in the Realty Trust was sold in 2012 by the bankruptcy trustee in a sealed bid auction to April Realty Trust -- a trust controlled by Brian Kelly of Kelly Automotive (Goodwill's neighbor), who in 2010 had tried to negotiate the purchase of the land with Corbett, but failed because Garland didn't want to sell. Goodwill received no notice of the auction or sale. Three years later, in April 2015, Goodwill learned for the first time that April Realty had purchased Corbett's interest in the trust. A Burns & Levinson team, led by Paul Marshall Harris and Sara Decatur Judge from the firm's Automotive Group, investigated on behalf of Goodwill, and discovered the sale of the beneficial interest in the Bankruptcy Court. In 2015, Burns filed suit in Land Court seeking to allow Goodwill to purchase Corbett's 50% interest pursuant to the ROFR for the same $250,250 price that Kelly paid. A separate motion was filed in the Bankruptcy Court seeking an order that the "final sale" order approving the sale to April Realty did not preclude Goodwill from exercising its ROFR. The Land Court granted Goodwill's motion and held that its ROFR was triggered when the Bankruptcy Trustee accepted the bid for the sale of Corbett's beneficial interest. The court held that, even though Garland and April Realty each own 50%, each beneficiary has a controlling interest because they could "veto" each other (the trust documents did not provide for a "tiebreaker" when the beneficiaries disagreed). Thus, the Land Court held that April Realty's 50% was a controlling interest, which made it a real property right (as opposed to a personal property right). Since it was a transfer of real property, the ROFR triggered. "This was not only a significant win for Goodwill but for any company looking for clarification in regards to their ROFR rights when land is held in a nominee trust," said Burns & Levinson partner Sara Decatur Judge. "Any party that is negotiating these types of ROFR issues in a lease contract should be aware of this case and make sure they come to an express agreement as to what will trigger the ROFR." About the Automotive Group at Burns & Levinson LLP For more than 20 years, Burns & Levinson's Automotive Group represents some of the largest automotive groups in the country, as well as smaller dealer groups consisting of one or two stores. The Automotive Group assists dealers with buy sells, factory disputes, consumer disputes and real estate issues. Burns & Levinson -- http://www.burnslev.com/-- is a full-service law firm with over 125 lawyers in Boston, Providence, and other regional offices. Its areas of expertise include: automotive, business/finance, business litigation, divorce/family law, venture capital/emerging companies, employment, estate planning, government investigations, intellectual property, M&A/private equity, probate/trust litigation, and real estate. DAYTON SUPERIOR: Fitch Affirms B IDR & Revises Outlook to Negative ------------------------------------------------------------------ Fitch Ratings has affirmed the ratings of Dayton Superior Holdings, LLC, including the company's Issuer Default Rating (IDR) at 'B'. The Rating Outlook is revised to Negative from Stable. The Negative Outlook reflects Dayton Superior's recent subpar performance and Fitch's expectation of further weakening of the company's credit metrics in the near term, resulting in limited cushion under the leverage covenant of its senior credit facility. KEY RATING DRIVERS Setbacks in Margin Improvement: Dayton Superior's margins had been improving meaningfully between 2012 and 2016, but rising input costs, lower revenues and increased competition have pressured margins recently. Fitch expects further deterioration during the balance of 2017 due to higher input costs and operational disruptions from the hurricanes in Houston and Florida. Fitch expects margins to improve modestly in 2018 as selling price increases to offset raw material price inflation are realized. Weak Credit Metrics: Dayton Superior's credit metrics are relatively weak. Debt/EBITDA was 8.1x at the end of 2015 and increased to 8.4x at year-end 2016 and 9.8x for the latest-12-months (LTM) ending June 30, 2017. Fitch expects leverage to increase further to about 10x at the conclusion of 2017 before declining to about 9x by the end of 2018. (Note: Fitch considers Dayton Superior's preferred units [$196.4 million] as debt.) Interest coverage has been above 3x for the past two years but declined to 2.2x for the LTM ending June 30, 2017 due to higher interest expense and lower EBITDA margins. Fitch expects interest coverage will be about 2.2x in 2017 and about 2.4x in 2018. Leadership Position: Dayton Superior has an extensive product offering with strong market positions in each of its business segments. The company differentiates itself by providing an integrated solution (i.e. 'One Stop Shop') to a contractor's full requirement of concrete products and chemicals, as well as engineering services and logistics support. Dayton Superior has an extensive geographic footprint comprised of 10 manufacturing/distribution plants, and 26 service/distribution centers in the United States, Canada, Panama, Australia, and Colombia. Relatively Small Scale: The company has a leadership position in its various business segments but is small relative to other building materials companies in Fitch rating universe. The company's small scale somewhat limits its purchasing power, capital markets access as well as its pricing power. Somewhat Limited End-Market Diversity: Dayton Superior markets its products primarily to the U.S. construction sector, with about 35% directed to the infrastructure segment, 30% to commercial and industrial construction, 30% to institutional construction (i.e. education, healthcare, government buildings) and 5% to residential construction. Most of the building materials companies in Fitch rating universe have more balanced exposure to residential, nonresidential and public construction. Typically, residential construction and commercial construction have differing cycles. Additionally, the repair and remodel sector (both residential and commercial) and public construction sectors have generally exhibited less volatile characteristics compared with the new construction market. Weak FCF Generation: Dayton generated negative free cash flow (FCF) during the past three years due to higher rental fleet investments. Adjusted FCF (Fitch-calculated FCF plus cash proceeds from used equipment sales) is also projected to be negative in 2017. Fitch expects Dayton Superior will generate adjusted FCF of 1.5%-2.0% during 2018 as the company moderates rental fleet investments. DERIVATION SUMMARY The rating for Dayton Superior reflects the company's leading market position in most of its business segments, extensive product and service offerings, and adequate liquidity position. The rating also takes into account the company's relatively small size, high leverage, ownership concentration, historically weak FCF generation and somewhat limited end-market diversity. Dayton Superior has no direct peers within Fitch's building materials coverage. However, compared to other building materials issuers such as Vulcan Materials Company (BBB-/Stable) and Martin Marietta Materials, Inc. (BBB/Stable), Dayton Superior is a significantly smaller company with higher leverage, weaker margins, and with less geographic and end-market diversity. The Negative Outlook reflects Dayton's recent subpar performance and the expected further weakening of its credit metrics in the near term, resulting in limited cushion under the leverage covenant of its secured credit facility. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Overall U.S. construction spending grows mid-single digits during 2017 and 2018; -- Dayton's revenues fall mid-single digits in 2017 and improve 3%-4% over the forecast period; -- EBITDA margins contract in 2017 and expands modestly in 2018 and 2019; -- Debt to EBITDA settles at around 10x at the end of 2017 and declines to about 9x by year-end 2018; -- Interest coverage falls to 2.2x at the end of 2017 and averages about 2.5x during the forecast period. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch will revise the Rating Outlook to Stable from Negative if the company shows modest improvement in margins in the next six to 12 months and leverage levels improve from current levels from EBITDA growth and steady or lower debt levels. -- Dayton Superior's ratings are constrained due to the relatively small scale of the company and limited end market diversity. However, positive rating actions may be considered if Dayton Superior expands the diversity of its end markets and the company shows meaningful further improvement in FCF generation and operating and credit metrics, including interest coverage sustained above 4x and funds from operations (FFO)-fixed charge coverage consistently above 3.5x. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Continued erosion of profits and cash flows due to either weak construction activity, meaningful and continued loss of market share, or ongoing cost pressures resulting in further margin contraction and deterioration in credit metrics, including EBITDA margins below 12%, debt to EBITDA levels (preferred units classified as debt) consistently above 8x, interest coverage falling below 2x and FFO fixed charge coverage routinely below 1.5x. Fitch will also review the ratings if the company consistently generates negative adjusted FCF. LIQUIDITY Adequate Liquidity: As of June 30, 2017, Dayton Superior had adequate liquidity with available borrowing capacity under its $75 million ABL facility that matures in July 2020. However, there is limited headroom under the leverage covenant of the company's senior secured credit facility. Quarterly amortization of $525,000 under Dayton Superior's T/L B is manageable. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Dayton Superior Holdings, LLC; -- Long-Term IDR at 'B'. Dayton Superior Corporation -- Long-Term IDR at 'B'; -- Senior Secured ABL facility at 'BB/RR1'; -- Senior Secured Term Loan at 'B+/RR3'; -- Preferred Units at 'CCC+/RR6'. The Rating Outlook has been revised to Negative from Stable. DENNIS JOHNSON II: Peoples Bank Files Chapter 11 Liquidation Plan ----------------------------------------------------------------- Peoples Bank filed with the U.S. Bankruptcy Court for the Southern District of West Virginia a disclosure statement to accompany its proposed chapter 11 plan of liquidation, dated Oct. 27, 2017, for Dennis Johnson II and affiliates. The Bank's proposed plan has two alternatives. The Creditors are encouraged to vote for Plan Alternative One. Pursuant to Plan Alternative One, the Bank will contribute Plan Funding to the Creditors' Trust. From the proceeds of the Recovery Actions and liquidation of the Trust Assets, the Bank, as Plan Funder, will receive reimbursement for all Plan Funding, and then share the remaining Net Recoveries as follows: 80% to the Bank (75% in the Sabbatical case) on account of its Class 1 Secured Claim, and 20% (25% in the Sabbatical case) to the other Creditors, in this order: First to the Allowed Administrative Expense Claims, then to Claims of Class 3 Creditors and then to Claims of Class 4 Creditors. Under Plan Alternative One, the Bank foregoes any Class 4 deficiency claim and does not share in the distributions to Class 3 and Class 4 Creditors. If the Class 4 General Unsecured Claims do not vote to accept the Plan Alternative One as filed, specifically meaning the Creditors' Trust provisions and the provisions for sharing of Net Recoveries in Article V(A), then the Bank, in its sole discretion, may seek confirmation of these provisions for Plan Alternative Two. Pursuant to Plan Alternative Two, the Bank will purchase all Assets of the Debtors for $100,000, free and clear of all liens, claims, and encumbrances, at a public sale held at the same time and place as the confirmation hearing held on the Plan. Assets include all claims and causes of action owned or claimed by the Estates, including, but not limited to, causes of action under Section 548 (or similar law) and any property the transfer of which is avoided or recovered by any such cause of action. No distributions to other Creditors are anticipated under Plan Alternative Two. A Plan Administrator will implement the Plan Alternative One and administer the Creditors' Trust. The Plan Administrator will liquidate the Debtors' Assets for the benefit of all holders of allowed claims and make periodic distributions. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/wvsb3-16-30227-768.pdf About Dennis Ray Johnson Dennis Ray Johnson, II, filed a Chapter 11 petition (Bankr. S.D. W.Va. Case No. 16-30227) on May 9, 2016, and was represented by Christopher S. Smith, Esq., at Hoyer, Hoyer & Smith, PLLC. In January 2017, Mr. Johnson tapped Lewis Glasser Casey & Rollins PLLC as new counsel. Mr. Johnson is a businessman with ownership interests in at least 10 entities. He operates various rental real estate entities and coal associated operations. Mr. Johnson is a member of each of the following debtor companies -- Appalachian Mining and Reclamation, LLC, DJWV1, LLC, DJWV2, LLC, Elkview Reclamation and Processing, LLC, Green Coal, LLC, Joint Venture Development, LLC, Little Kentucky Elk, LLC, Moussie Processing, LLC, Producer's Coal, Inc., Producer's Land, LLC, Redbud Dock, LLC, Southern Marine Services, LLC, Southern Marine Terminal, LLC, and The Silo Golf Course, LLC -- and has filed a motion asking the Bankruptcy Court to jointly administer the bankruptcy cases. Mr. Johnson is also a guarantor of the debt for most of the companies. Mr. Johnson operated as a debtor-in-possession until Thomas Fluharty was appointed Chapter 11 trustee on November 7, 2016. Counsel for the Trustee is Joe M. Supple, Esq., at Supple Law Office PLLC, in Point Pleasant, West Virginia. DJM ENTERPRISES: Hires L. Max Rans as Financial Expert ------------------------------------------------------ DJM Enterprises, LLC seeks authority from the U.S. Bankruptcy Court for the District of Maine to employ L. Max Rans as a financial professional. DJM needs Mr. Rans to provide an analysis of the appropriate interest rate and terms being proposed under Debtor's plan and provide a professional opinion as to the appropriateness of those rates and the terms being proposed. Mr. Rans will provide testimony as to his conclusions and methodologies, and will be asked to give an opinion as to the appropriateness of the plan terms. Mr. Rans charges $295.00 per hour for his services. Mr. Rans has requested and been paid a retainer of $1,950.00 by the Debtor. L.Max Rans assures this Court that he has no interest adverse to the Debtor or his estate in the matters upon which he is to be engaged. The Financial Expert can be reached through: L. Max Rans 520 East Broadway South Boston, MA 02127 Phone: (617) 331-6588 Email: mrans@montgomerywilshire.com About DJM Enterprises Headquartered in Sanford, Maine, DJM Enterprises, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Maine Case No. 15-20029) on Jan. 22, 2015, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Deborah J. Miles, member/manager. Judge Peter G. Cary presides over the case. Jeffrey P. White, Esq., at Jeffrey P. White And Associates, P.C., serves as the Debtor's bankruptcy counsel. DOCTOR'S BEST: Case Summary & 6 Unsecured Creditors --------------------------------------------------- Debtor: Doctor's Best Immediate Medical Care, Inc. 522A Lancaster Avenue Berwyn, PA 19312 Type of Business: Doctor's Best -- http://www.doctorsbestimmediatecare.com-- is a walk-in health urgent care clinic serving the greater West Chester PA area and the Main Line (Villanova, Radnor, Wayne, Devon, Newtown Square, Berwyn, Paoli, Malvern and Great Valley PA). The Clinic treats everyday illnesses & injuries that need immediate attention such as colds, rashes, stomach aches or ear infections. Doctor's Best offers comprehensive school, employment and immigration physicals that meet state or employer requirements for children, teens and or adults for a number of different needs. Doctor's Best's clinics are open seven days a week - no appointment necessary. Chapter 11 Petition Date: November 5, 2017 Case No.: 17-17508 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Eric L. Frank Debtor's Counsel: David H. Lang, Esq. LANG LAW OFFICES, INC. 230 North Monroe Street Media, PA 19063 Tel: 610 246 4411 E-mail: langlawoffice@gmail.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Geoff Winkley, president. A copy of the Debtor's list of six unsecured creditors is available for free at: http://bankrupt.com/misc/paeb17-17508_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb17-17508.pdf ERCC CONSTRUCTION: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The Office of the U.S. Trustee on Nov. 1 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of ERCC Construction Company, LLC. ERCC is represented by: Kevin M. Madden, Esq. Law Offices of Kevin Michael Madden, PLLC 5225 Katy Freeway, Ste 520 Houston, TX 77007 Tel: 281-888-9681 Fax: 832-538-0937 Email: kmm@kmaddenlaw.com About ERCC Construction Company Based in Sugar Land, Texas, ERCC Construction Company, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-35428) on September 16, 2017. Aman Ali Jafar, managing member, 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 Jeff Bohm presides over the case. ERCC is represented by Law Offices of Kevin Michael Madden, PLLC. EURO IMPORT: Unsecured Creditors to Receive 10% Over 60 Months -------------------------------------------------------------- Euro Import Distributions Inc. files with the U.S. Bankruptcy Court for the Eastern District of New York its disclosure statement date October 3, 2017. Class 2 consists of the claim of secured creditor, Merchant Cash & Capital LLC (Bizfi Funding) in the amount of $162,531.99 the following treatment: the Debtor will seek to modify the original agreement terms to reflect the changed business model and therefore the reduced income stream, as seen from the current budget projections and the amount of disposable income for the payment of adequate protection. The total payment in settlement of the full claim, as per the modified terms will be $54,000 over 60-month period. Class 3 consists of the claims of general unsecured creditors of the Debtor, totaling approximately $227,094.82. The Plan offers the general unsecured creditors a pro-rated payment of 10% of the total amount of their respective unsecured debt over a period of 60 months. As a result, Classes 2 and 3 claims are impaired and are entitled to vote pursuant to Section 1126(f) of the Bankruptcy Code. The Plan will be financed from continued and developing business operations. A full-text copy of the Disclosure Statement is available for free at https://is.gd/9hGcqd Attorney for Euro Import Distributions: Alla Kachan, Esq. Law Offices of Alla Kachan, PC 3099 Coney Island Ave., 2rd Floor Brooklyn, New York 11235 Telephone: (718) 513-3145 Facsimile: (347) 342-315 Email: alla@kachanlaw.com About Euro Import Distributions Inc. Euro Import Distributions Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 17-41691) on April 6, 2017. The Petition was signed by Mark Kipnis, president. At the time of filing, the Debtor had less than $50,000 in estimated assets and $100,000 to $500,000 in estimated liabilities. The Debtor is represented by Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C. The Debtor hired Wisdom Professional Services Inc., as accountant. EXELCO NORTH AMERICA: Hires Young Conaway as Bankruptcy Co-Counsel ------------------------------------------------------------------ Exelco North America, Inc., 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 for the Debtors. 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, management of their properties, and the potential sale of their assets; b. prepare and 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 protecting 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. Current standard hourly rates of principal attorneys and paralegal are: Michael R. Nestor $820.00 Sean M. Beach $695.00 Andrew L. Magaziner $495.00 Troy Bollman (paralegal) $240.00 In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the firm provided the following in response to the request for additional information: -- Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; -- None of the Firm's professionals included in this engagement have varied their rate based on the geographic location of these Chapter 11 Cases; -- Young Conaway was retained by the Debtors pursuant to an engagement agreement dated September 25, 2017. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application; and -- The Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. On September 25, 2017, Young Conaway received a retainer in the amount of $35,000 in connection with the planning and preparation of initial documents and the Firm's proposed post-petition representation of the Debtors (including anticipated filing fees), of which $3,024.30 remains. Michael R. Nestor, Esq., a partner in the firm of Young Conaway Stargatt & Taylor, LLP, attests that his firm does not hold or represent any interest adverse to the Debtors in connection with the matters upon which Young Conaway is to be engaged, and is disinterested within the meaning of 11 U.S.C. Sec. 101(14). The Co-Counsel can be reached through: Michael R. Nestor, Esq. Andrew L. Magaziner, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 About Exelco North America, Inc. 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 Americfa, Inc., estimated $0 to $50,000 in assets and $1 million to $10 million in debt. FACTORY SALES: Creditors Panel Hires Stewart Robbins as Attorneys ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Factory Sales and Engineering, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Louisiana to retain Stewart Robbins & Brown, LLC as Chapter 11 counsel for the Committee. The Committee requires Stewart Robbins to: a. represent the Committee in any proceedings and hearings related to the Chapter 11 Case; b. attend meetings and negotiate with representatives of the Debtor and other parties in interest in the Chapter 11 Case; c. negotiate with the Debtor and other creditor and equity constituencies in this case regarding a plan of reorganization; d. advise the Committee of its powers and duties and regarding matters of bankruptcy law; e. investigate and research the Debtor's assets and liabilities; f. provide assistance, advice, and representation concerning the confirmation of, or objection to, any proposed plan(s); g. prosecute and defend litigation matters and such other matters that might arise during the Chapter 11 Case; h. provide counseling and representation with respect to assumption or rejection of executor contracts and leases, sales of assets, and other bankruptcy-related matters arising from the Chapter 11 Case; i. render advice with respect to other legal issues relating to the Chapter 11 Case, including, but not limited to, corporate finance and commercial issues; j. prepare on behalf of the Committee any necessary adversary complaints, motions, applications, orders, and other legal papers relating to the Chapter 11 Case; and k. perform other legal services as may be necessary and appropriate for the efficient and economical administration of the Chapter 11 Case. Stewart Robbins lawyers and paralegal who will work on the Debtor's case and their hourly rates are: Paul Douglas Stewart, Jr., member $370 William S. Robbins, member $360 Brandon A. Brown, member $360 Ryan J. Richmond, member $325 Brooke W. Altazan, member $285 Janet H. DeLage, paralegal $110 Kimberly A. Heard, paralegal $110 Stewart Robbins will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul Douglas Stewart, Jr., Esq., member of Stewart Robbins & Brown, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Stewart Robbins may be reached at: Paul Douglas Stewart, Jr., Esq. Ryan J. Richmond, Esq. Stewart Robbins & Brown, LLC 301 Main Street, Suite 1640 Post Office Box 2348 Baton Rouge, LA Phone: (225) 231-9998 Fax: (225) 709-9467 E-mail: dstewart@stewartrobbins.com rrichmond@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 the 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 the involuntary case 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, the Court entered an order granting the Debtor's motion to convert, 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. FC GLOBAL: Currently Trading on Nasdaq Under 'PHMD' Symbol ---------------------------------------------------------- FC Global Realty Incorporated (formerly PhotoMedex, Inc.) currently trades its common stock on the Nasdaq Capital Market under the symbol "PHMD". Effective Nov. 1, 2017, the Company's common stock traded under a new symbol, FCRE, on the Nasdaq Capital Market. About PhotoMedex Willow Grove, Pennsylvania-based FC Global Realty Incorporated is a global health products and services company providing integrated disease management and aesthetic solutions to dermatologists, professional aestheticians, ophthalmologists, optometrists, consumers and patients. The Company provides proprietary products and services that address skin conditions including psoriasis, vitiligo, acne, actinic keratosis, photo damage and unwanted hair, as well as fixed-site laser vision correction services at its LasikPlus(R) vision centers. PhotoMedex reported a loss of $13.26 million in 2016, following a loss of $34.55 million in 2015. Fahn Kanne & Co. Grant Thornton Israel, in Tel-Aviv, Israel, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, citing that as of Dec. 31, 2016, the Company had an accumulated deficit of $115.6 million and shareholders' deficit of $1.408 million. Also, during the most recent periods the Company has incurred losses and negative cash flows from continuing operations and was forced to sell certain assets and business units to obtain additional liquidity resources to support its operations. In addition, on Jan. 23, 2017, the Company completed the sale of its consumer products division which represented the sale of substantially all of the remaining operations and assets of the Company. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. FITNESS UNLIMITED: Hires John M. Penn as Accountant --------------------------------------------------- Fitness Unlimited Health Club, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Arkansas to employ John M. Penn as accountant for the Debtor. The Debtor requires John M. Penn to: a. perform accounting functions, including, but not limited to, the preparation of financial statements and bankruptcy operating reports; and b. prepare and file state and federal income, use, and personal property tax returns. John M. Pen will be paid at these hourly rates: John M. Penn $85 Paraprofessionals $35 John M. Penn, 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. About Fitness Unlimited Health Club Fitness Unlimited Health Club, Inc., operates a health club facility at 1212 Highway 35 North, Benton, Arkansas. The Debtor sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 17-14711) on Aug. 30, 2017. It previously sought bankruptcy protection (Bankr. E.D.Ark. Case No. 13-16393) on Nov. 20, 2013. The petition was signed by Kimberly McClendon, its general manager. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. FNC CORPORATION: Hires Carleen Cignetto as Bankruptcy Counsel ------------------------------------------------------------- FNC Corporation filed an amended motion seeking authorization from the U.S. Bankruptcy Court for the Central District of Illinois to employ Carleen L. Cignetto, Attorney at law, as attorney. Professional services required of Cignetto are: A. prepare necessary applications, motions, answers, orders, adversary proceedings, reports and other legal papers; B. provide the Debtor with legal advice with respect to his rights and duties involving his property as well as his reorganization efforts; C. appear in court and to litigate whenever necessary; and D. perform any and all other legal services that may be required from time to time in the ordinary course of the Debtor's business during the administration of this bankruptcy case. Carleen L. Cignetto attests that he is "disinterested" within the meaning of Sections 101(14) and 327 of the Bankruptcy Code. Mr. Cignetto received a pre-petition retainer from the Debtor in the amount of $2,500. The Attorney can be reached through: Carleen L. Cignetto CARLEEN CIGNETTO ATTORNEY AT LAW 2 Dearborn Square, Suite 2 Kankakee, IL 60901 Phone: (815) 937-5530 Fax: (815) 937-5532 E-mail: cignettolaw@gmail.com About FNC Corporation FNC Corporation owns the Mapleton Mini Mart convenience store located at 8626 W. Wheeler Drive, Mapleton Illinois. The company's gross revenue amounted to $2.16 million in 2016 and $4.81 million in 2015. FNC filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 17-81568) on October 30, 2017. FNC previously sought bankruptcy protection (Bankr. C.D. Ill. Case No. 15-80389) on March 12, 2015. Judge Thomas L. Perkins presides over the case. Carleen Cignetto, Esq. at Carleen Cignetto Attorney at Law represents the Debtor as counsel. At the time of filing, the Debtor estimates $1.40 million in assets and $1.38 million in liabilities. GAGAN OIL: Ch.11 Trustee Seeks to Hire AJ Willner as Auctioneer --------------------------------------------------------------- The hearing to consider approval of the request of Donald V. Biase, the Chapter 11 Trustee for Gagan Oil, LLC, to retain AJ Willner Auctions, LLC as auctioneer has been rescheduled from October 23 to November 13, 2017. In September, the Chapter 11 Trustee sought permission from the U.S. Bankruptcy Court for the District of New Jersey to retain the firm to sell the Debtor's real estate located at 5004 State Route 33, Farmingdale, NJ. The Auctioneer's commissions shall be 5% of the gross sale or 6% if sold with broker participation. Harry Byrnes, member of AJ Willner Auctions, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Auctioneer can be reached at: Harry Byrnes AJ Willner Auctions, LLC PO Box 1012 Springfield, NJ 07081 Tel: (908) 789-9999 Fax: (908) 928-9788 About Gagan Oil LLC Gagan Oil, LLC filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-11895) on Jan. 31, 2017. The case is assigned to Judge Michael B. Kaplan. The Debtor is represented by Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, LLC. Donald V. Biase has been appointed the Chapter 11 trustee. On September 26, 2017, the Debtor filed a small business plan and disclosure statement. On September 28, the Court entered an Order Conditionally Approving Disclosure Statement. The Confirmation hearing will be held on November 13 at 10:00 a.m. in Trenton. The last day to file objections to confirmation of the Plan is November 6. GARY GRIFFITH: Garrisons Buying Winnsboro Property for $1.8 Million ------------------------------------------------------------------- Gary R. Griffith asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of real property located at 4694 N FM 2869, Winnsboro, Texas, to Patrick Garrison and Shannon Garrison for $1,800,000. The Debtor owns the Property which he has been marketing for sale. He has filed the Motion because the Property is currently subject to an offer from the Purchasers for the total purchase price of $1,800,000. The parties executed the Farm and Ranch Contract for the sale of the Property. The Debtor, in the exercise of his reasonable business judgment, asks authority to convey to the Purchasers, the Property, free and clear of all liens, claims and encumbrances of any kind or nature, save and except ad valorem tax liens for 2017. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Gary_Griffith_218_Sales.pdf The Debtor submits that subsections (2), (3), and (5) apply in the case since certain lienholders of record can be compelled to accept the value of their indebtedness in full and final satisfaction of the debts and liens against the Property; certain lienholders will consent to the sale; and the value of any other lienholder's liens are less than to the value of the Property. The known lienholders on the Property are: a. City National Bank, 1135 Mockingbird Lane, Sulphur Springs, Texas 75482 b. Wood County Appraisal District, P.O. Box 1706, Quitman, Texas 75783 c. Wood County Waste Disposal District, P.O. Box 1706, Quitman, Texas 757 d. Todd & Dawn Aaron, 9757 Military Parkway, Dallas, Texas 75227 e. Winnsboro ISD, 207 E. Pine Street, Winnsboro, Texas 75494 f. Wood County Tax Assessor, P.O. Box 1706 Quitman, Texas 75783 g. First Victoria National Bank, c/o Clinton Milner, PLLC, P.O. Box 801031, Dallas, TX 75380 In addition, these entities have financing statements or abstracts of judgment recorded in the Real Property Records of Wood County or the Office of the Secretary of State of Texas, but any liens of such parties are invalid or do not encumber the Property for these reasons: a. Berkley Aviation, LLC, 1101 Anacapa, Suite 200, Santa Barbara, CA 93101: The collateral description in the financing statement does not include personal property. b. Patriot Bank 7500 San Felipe, Suite 220, Houston, TX 77063: The Debtor was added as an additional debtor to the financing statement postpetition. The financing statement on file as of the Petition Date did not list the Debtor. Patriot Bank has filed a Proof of Claim as an unsecured creditor in the case. c. Patriot Bank 7500 San Felipe, Suite 220, Houston, TX 77063: Default Judgment and Abstract of Judgment were both secured post-petition. Patriot Bank has filed a Proof of Claim as an unsecured creditor in the case. Accordingly, the Debtor asks that the Court authorizes him, or any title company acting pursuant to the authority of the Court's Order granting the Motion, to close the sale of the Property; to vest title in the Purchasers free and clear of all liens, claims and encumbrances whatsoever, save and except 2017 ad valorem taxes; and remit the sale proceeds as follows: a. First, to those parties necessary to fully satisfy closing costs and brokerage fees; b. Second, to any ad valorem taxing authority to fully satisfy the ad valorem taxes for the tax periods 2017 and prior (including all amounts allowed under 11 U.S.C. Section 506(b)) against the Property; c. Third, to the holders of valid, recorded liens of record against the Property; and d. Fourth, to the Debtor. Because the proposed Purchasers have agreed to close on the sale on the Property on Nov. 30, 2017, the Debtor asks that the Court orders that Federal Rule of Bankruptcy Procedure 6004(h) does not apply to any Order granting the relief sought. The Purchasers: Patrick Garrison and Shannon Garrison 105 Rainbow Cove Holly Lake Ranch, TX Telephone: (903) 517-2495 E-mail: patrick1@rehabsolutionstx.com On July 2, 2013, Gary R. Griffith filed his voluntary petition under Chapter 7 of Title 11 of the United States Code in U.S. Bankruptcy Court for the Northern District of Texas. On Aug. 12, 2013, the case was converted to a Chapter 11 (Bankr. N.D. Tex. Case No. Case No. 13-33404-HDH-11). On Aug. 5, 2014, the Court confirmed the Debtor's Second Amended Plan of Reorganization. GAWKER MEDIA: Adviser to Market Potential Claims Against Thiel -------------------------------------------------------------- Jonathan Randles, writing for The Wall Street Journal Pro Bankruptcy, reported that the adviser in charge of liquidating Gawker Media LLC is putting up for sale potential legal claims the former blog publisher may have against Peter Thiel, the billionaire venture capitalist who secretly financed litigation that drove the company into bankruptcy. According to the report, the decision expands a marketing process already under way for Gawker Media's flagship site, Gawker.com, which ceased operation in August 2016. Parties have subsequently expressed interest in Gawker Media's potential causes of action against Mr. Thiel, prompting the decision to include them in the sale process, said William Holden, a managing director at Dacarba LLC who is overseeing the sale, the report related. Mr. Thiel financed Hulk Hogan's successful lawsuit against Gawker Media, the ruling on which resulted in a $140 million judgment and forced the company and founder Nick Denton into chapter 11, the report further related. The case concerned publication on Gawker.com of excerpts from a sex tape featuring Terry Bollea, Hogan's real name, the report said. News reports by Forbes brought to light Mr. Thiel’s involvement in the case, the report pointed out. The dispute between Gawker and Mr. Thiel is one of the few matters left unresolved in the bankruptcy, now more than a year old, the report further pointed out. In June, a judge gave Gawker permission to seek discovery tied to Mr. Thiel's relationship with Hogan's lawyer Charles Harder, the report related. Aside from Mr. Bollea, Mr. Harder also represented Shiva Ayyadurai and Ashley Terrill, both of whom sued over articles Gawker Media published and later settled their cases in bankruptcy, the report further related. The sale of a debtor's legal claims through an auction is rare in bankruptcy, Adam Levitin, a professor of law at Georgetown University Law Center, told the Journal. It is, instead, more common for litigation claims to be assigned to a trust that pursues claims on behalf of creditors, he said, the report added. The sale of these possible legal claims is being considered to maximize the value of Gawker Media's remaining assets for the benefit of stakeholders, Mr. Holden said, the report related. Short-form asset-purchase agreements will be sent in the next couple of weeks to parties who have signed nondisclosure agreements in connection with the sale process, he said, the report further related. Mr. Holden said he would determine how to proceed with a possible sale based upon the responses he gets back, the report added. The other assets being shopped include Gawker's trademarks, domain names, social media accounts and archive, the report noted. Univision Communications Inc. last year bought Gawker's sister sites, among them Jezebel, Deadspin and Gizmodo, out of bankruptcy for $135 million, the report said. About Gawker Media Founded in 2002 by Nick Denton, Gawker Media is privately held online media company operating seven distinct media brands with corresponding websites under the names Gawker, Deadspin, Lifehacker, Gizmodo, Kotaku, Jalopnik, and Jezebel. The Company's various Websites cover, among other things, news and commentary on current events, politics, pop culture, sports, cars, fashion, productivity, technology and video games. Gawker sought bankruptcy protection after being ordered to pay $140.1 million in connection with an invasion of privacy lawsuit arising from publication of a report and commentary and accompanying sex video involving Terry Gene Bollea. New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. -- filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-11700) on June 10, 2016. The Hon. Stuart M. Bernstein presides over the Debtors' cases. Affiliates Gawker Media Group, Inc., and Budapest, Hungary-based Kinja, Kft., filed separate Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-11719 and 16-11718) on June 12, 2016. The cases are jointly administered. Gregg M. Galardi, Esq., David B. Hennes, Esq., and Michael S. Winograd, Esq., at Ropes & Gray LLP serve as counsel to the Debtors. William Holden at Opportune LLP serves as Gawkers' chief restructuring officer. Houlihan Lokey Capital, Inc., serves as the Debtors' investment banker. Prime Clerk LLC serves as claims, balloting and administrative agent. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Mr. Denton filed for personal bankruptcy on Aug. 1, 2016, to protect himself from the legal judgment awarded to Hulk Hogan in an invasion-of-privacy lawsuit. The U.S. Trustee for Region 2 on June 24, 2016, appointed three creditors of Gawker Media LLC and its affiliates to serve on the official committee of unsecured creditors. The committee members are Terry Gene Bollea, popularly known as Hulk Hogan, Shiva Ayyadurai, and Ashley A. Terrill. The Committee retained Simpson Thacher & Bartlett LLP, in New York, as counsel. Counsel to US VC Partners LP, as Prepetition Second Lien Lender, are David Heller, Esq., and Keith A. Simon, Esq., at Latham & Watkins LLP. Counsel to Cerberus Business Finance, LLC, as DIP Lender, are Adam C. Harris, Esq., at Schulte Roth & Zabel LLP. GENESIS DME: Nov. 30 Hearing on Amended Disclosure Statement ------------------------------------------------------------ Judge Michele J. Kim of the U.S. Bankruptcy Court for the Southern District of Georgia will convene a hearing on Nov. 30, 2017, to consider approval Genesis DME, Inc.'s amended disclosure statement dated Oct. 25, 2017. Nov. 21, 2017, is fixed as the last day for filing and serving written objections to the disclosure statement, including objections to the Debtor's valuation of assets of the estate. About Genesis DME Genesis DME, Inc. filed a Chapter 11 petition (Bankr. S.D. Ga. Case No. 16-50791), on Nov. 10, 2016. The petition was signed by Donnie L. Streat, Sr., president. At the time of filing, the Debtor had estimated $1 million to $10 million in both assets and liabilities. The case is pending before the Hon. Michele J. Kim, who took over following Judge John S. Dalis' retirement. The Debtor is represented by James C. McCallar, Jr., Esq., at the McCallar Law Firm. GILDED AGE: Can Use Cash Collateral for November 2017 Expenses -------------------------------------------------------------- Judge Diane Finkle of the U.S. Bankruptcy Court for the District of Rhode Island has signed an interim order authorizing Gilded Age Properties, LLC, to use the cash collateral of Webster Bank NA solely and exclusively for the disbursements set forth in the Budget. Judge Finkle also approved the November 2017 Budget which provides projected expenses of approximately $26,309. The Debtor's authority to use Webster Bank's cash collateral will terminate upon the earlier to occur of: (a) November 30, 2017; or (b) the occurrence and continuation of any of the following events: (1) The Chapter 11 Case will be dismissed or converted to a case under Chapter 7 of the Bankruptcy Code or the Debtor will file a motion or other pleading seeking the dismissal of the Chapter 11 Case pursuant to the Bankruptcy Code or otherwise; (2) A Trustee under Chapter 11 of the Bankruptcy Code, a responsible officer, or an Examiner with enlarged powers relating to the operation of the business will be appointed or elected in the Chapter 11 Case; (3) Relief from the automatic stay is granted pursuant to Section 362 of the Bankruptcy Code as to the collateral; or (4) The Debtor fails to comply with the provision of this Order, including any use of cash collateral after having received written notice of the failure to comply and Debtor fails to cure after receiving notice. The Debtor represents that it is indebted to Webster Bank pursuant to the following loan and security documents: (a) a $712,500 mortgage loan on the Bellevue Property; and a $712,500 mortgage loan on the Freebody Property. Webster Bank appears to be the holder of a first-priority security interest in and lien upon substantially all of the Debtor's accounts, including but not limited to, the cash collateral arising therefrom. Accordingly, Webster Bank is entitled to adequate protection for any diminution in the value of its cash collateral resulting from the Debtor's use thereof. To the extent of any diminution in value which may result from the Debtor's use of cash collateral, Webster Bank is granted a continuing post-petition lien and security interest on all of the same types of Debtor's business assets of the estate, whether acquired prior to, concurrently with or after the filing of the Petition Date, against which Webster Bank held a security interest and/or liens as of the Petition date. Such replacement lien will maintain the same priority, validity and enforceability as its respective prepetition security interest/liens, as may be later found by the Court. Moreover, the Debtor is directed to resume monthly payments to Webster Bank of interest due and owing under the terms of the promissory notes constituting the Loan Documents. A full-text copy of the Interim Order, dated Oct. 31, 2017, is available at https://is.gd/FJjiXa About Gilded Age Properties Gilded Age Properties, LLC, owns and operates two properties: a commercial rental property located at 117 Bellevue Avenue in Newport, Rhode Island and a residential apartment building located at 38-40 Freebody Street in Newport, Rhode Island. Gilded Age Properties filed a Chapter 11 petition (Bankr. D.R.I. Case No. 17-10738) on May 4, 2017. The petition was signed by Peter M. Iascone, member. At the time of the filing, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Diane Finkle. The Delaney Law Firm LLC is the Debtor's bankruptcy counsel. Kirby Commercial, LLC, is the Debtor's real estate agent. GRANDPARENTS.COM: Trustee Taps Stubenvoll as Accountant ------------------------------------------------------- Joshua Rizack, the Liquidating Trustee of Grandparents.com, Inc., and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to retain Peter Stubenvoll to act as accountant to the Liquidating Trustee. Services to be provided by the CPA are: (a) prepare necessary adjustments to the Reorganized Debtors' records, reconcile accounts, close books, calculate interest on debt, and assist in the preparation of tax returns and any other required tax filings for Grandparents.com Inc. and Grand Card LLC; (b) assist the Liquidating Trustee in winding down the business of the Reorganized Debtors, including but not limited to closing the books and business records of the Reorganized Debtors as required by applicable law; and (c) assist the Liquidating Trustee as necessary and appropriate in otherwise discharging his duties under the Liquidating Trust. The Liquidating Trustee seeks authority to pay the CPA a $4,000 retainer. The CPA's hourly rate is $80. Peter Stubenvoll, CPA, attests that he is a disinterested person, as that term is defined in Section 101(14) of the Bankruptcy Code and does not hold or represent any interest adverse to the Liquidating Trustee or the Liquidating Trust. The CPA can be reached through: Peter Stubenvoll, CPA 3105 Equestrian Dr Boca Raton, FL 33434 Phone: (561) 852-8291 About Grandparents.com, Inc. New York-based Grandparents.com, Inc., is a family-oriented social media company that through its Web site -- http://www.grandparents.com/-- serves the age 50+ demographic market. The website offers activities, discussion groups, expert advice and newsletters that enrich the lives of grandparents by providing tools to foster connections among grandparents, parents, and grandchildren. Grandparents.com, Inc., and Grand Cards LLC filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 17-14711 and 17-14704, respectively) on April 14, 2017. The petitions were signed by Joshua Rizack, chief restructuring officer, The Rising Group Consulting, Inc. The Hon. Laurel M. Isicoff presides over the cases. The Debtors disclosed combined assets of $1 million and combined liabilities of $24.9 million. The Debtors tapped Steven R. Wirth, Esq., and Eyal Berger, Esq., at Akerman LLP, as bankruptcy counsel. They have also tapped Genovese Joblove & Battista, P.A., as special litigation counsel and conflicts counsel, and EisnerAmper LLP as accountants and financial advisor. Joshua Rizack, the Liquidating Trustee of Grandparents.com, Inc., and its debtor-affiliates, hired Akerman LLP, as counsel. GREGORY APANOWICZ: Selling Interest in Fairmont Property for $120K ------------------------------------------------------------------ Gregory John Apanowicz asks the U.S. Bankruptcy Court for the Northern District of West Virginia to authorize the sale of the real estate located at 1205 Headley Court, Fairmont, Marion County, West Virginia, in which the Debtor holds an undivided one-half interest with his sibling, Stanley Apanowicz, to Mezco Properties, LLC for $120,000. The Property has a mortgage with First Exchange Bank with an estimated balance of $36,830, leaving the gross sum of $83,170 to be divided equally between the Debtor and his sibling after paying the costs of the sale. Mezco and the Debtor entered into Real Estate Purchase Agreement for the sale of the Property. The Buyer has paid to the closing agent, Jarred G. DeVault, a deposit of $500 toward the purchase price. The transaction will be closed on Dec. 1, 2017. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Gregory_Apanowicz_135_Sales.pdf First Exchange can be reached at: FIRST EXCHANGE BANK 11 W. Main Street Mannington, WV 26582 Counsel for the Debtor: D. Conrad Gall, Esq. 3497 Fairmont Ave., Suite 2 Fairmont, WV 26554 Telephone: (304) 363-5632 Gregory John Apanowicz sought Chapter 11 protection (Bankr. N.D. W.Va. Case No. 17-00595) on June 2, 2017. The Debtor tapped D. Conrad Gall, Esq., as counsel. GST AUTOLEATHER: Committee Taps Foley & Lardner as Legal Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of GST AutoLeather, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Foley & Lardner LLP as its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; assist in its consultations with GST and its affiliates; negotiate with creditors; give advice on the contemplated sale of the Debtors' assets and the terms of any proposed bankruptcy plan; and provide other legal services related to the Debtors' Chapter 11 cases. The attorneys expected to represent the committee and their standard hourly rates are: Erika Morabito Partner $940 Richard Bernard Partner $845 John Simon Partner $735 Leah Eisenberg Of Counsel $775 Brittany Nelson Senior Counsel $685 Katherine Catanese Senior Counsel $665 Tamar Dolcourt Associate $590 Carly Krupnick Associate $335 Erika Morabito, Esq., disclosed in a court filing that her firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Ms. Morabito disclosed that her firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements, and that no professional at the firm has varied his rate based on the geographic location of the Debtors' bankruptcy cases. Ms. Morabito also disclosed that her firm has not represented the committee or any of its members during the 12-month period before the petition date. The committee has already approved Foley & Lardner's proposed hourly billing rates and that the firm expects to develop a budget and staffing plan, Ms. Morabito further disclosed. Foley & Lardner can be reached through: Erika L. Morabito, Esq. Foley & Lardner LLP 3000 K Street, N.W., Suite 600 Washington, D.C. 20007-5109 Phone: 202-672-5300 Fax: 202-672-5399 About GST AutoLeather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs approximately 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Lazard Middle Market, LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. On October 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. GST AUTOLEATHER: Committee Taps Whiteford as Co-Counsel ------------------------------------------------------- The official committee of unsecured creditors of GST AutoLeather, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Whiteford, Taylor & Preston LLC. The firm will serve as co-counsel with Foley & Lardner LLP, the firm tapped by the committee to be its bankruptcy counsel in the Chapter 11 cases of GST and its affiliates. The attorneys expected to represent the committee and their standard hourly rates are: Christopher Jones Partner $575 Christopher Samis Partner $550 L. Katherine Good Partner $525 David Gaffey Associate $375 Aaron Stulman Associate $375 Jennifer Wuebker Associate $330 Kevin Shaw Associate $300 Christopher Lano Paralegal $255 Christopher Samis, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Samis disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements, and that no professional at the firm has varied his rate based on the geographic location of the Debtors' bankruptcy cases. Mr. Samis also disclosed that his firm has not represented the committee during the 12-month period before the petition date. The committee has already approved Whiteford's proposed hourly billing rates and that the firm expects to develop a prospective budget and staffing plan, Mr. Samis further disclosed. Whiteford can be reached through: Christopher M. Samis, Esq. Whiteford, Taylor & Preston LLC The Renaissance Centre, Suite 500 405 North King Street Wilmington, DE 19801-3700 Phone: 302-357-3282 Fax: 410-223-4178 About GST AutoLeather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs approximately 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Lazard Middle Market, LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. On October 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. H.R.P. II SIMMONS: Hires Babcoke Law Office as Counsel ------------------------------------------------------ H.R.P. II, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Indiana to employ Babcoke Law Office as its counsel. The Debtor requires Babcoke to file all necessary documents with the court, work with the Trustee's office and creditor(s) to resolve the disputes that led to the filing of this bankruptcy, work with the Debtor and creditor(s) to implement a viable reorganization plan and take all steps necessary to bring this case to resolution. The Debtor agreed to compensate Babcoke at her normal rate of $350 per hour. Renee' M. Babcoke, Esq., at Law Office of Babcoke, 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. Babcoke may be reached at: Renee' M. Babcoke, Esq. Law Office of Babcoke 425 N. Miami Street Miller Beach, IN 46403 Tel: (219) 262-3358 Email: babcokelaw@gmail.com About H.R.P. II LLC H.R.P. II LLC filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 17-21695), on June 15, 2017. The Petition was signed by its manager, Andy Young. The Debtor is represented by Renee M. Babcoke, Esq. at Babcoke Law Office. At the time of filing, the Debtor had $500,000 to $1 million in estimated assets and $100,000 to $500,000 in estimated liabilities. HHGREGG INC: Seeks February 5 Exclusive Plan Filing Extension ------------------------------------------------------------- hhgregg, Inc. and its affiliated debtors request the U.S. Bankruptcy Court for the Southern District of Indiana for an extension of the periods within which they have the exclusive right to file a chapter 11 plan or plans and to solicit acceptances of such plan or plans through and including February 5, 2018, and April 5, 2018, respectively. The Debtors tell the Court that their efforts over the last few months have continued to be focused on the successful wind-down of their estates in order to maximize the value of the Debtors' assets for the benefit of their creditors. The Debtors were a multi-regional retailer that provided an extensive selection of premium appliances, consumer electronics, home products and computers and tablets in their 220 brick-and-mortar stores in 19 states and nationwide via hhgregg.com. The Debtors undertook multiple strategies to liquidate their assets including a store closing sale process, the sale of their intellectual property assets, and are in the process of selling their rights in certain class actions. To this point, the Debtors' efforts have resulted in the successful liquidation of substantially all of their assets, including most recently their intellectual property and their interest in certain class action assets. The Debtors are continuing to evaluate what assets remain in order to maximize the value for their creditors. The Debtors have recently been working collaboratively with the Pre-Petition Secured Lenders, the DIP Lenders, and the Committee to negotiate an amended DIP Agreement that maximizes the value of the Debtors' estate and the return to creditors. As such, the Debtors assert that extending the Exclusive Periods will allow these negotiations to continue as all constituencies work toward a liquidation of the Debtors' remaining assets. While the Debtors have sold substantially all of their assets, they are still working diligently to address issues between creditor constituencies and complete their wind down. Continued efforts on these fronts could fundamentally change any plan that is proposed and could significantly impact the speed at which such plan could be confirmed. Accordingly, the Debtors require additional time to formulate and propose a plan in these cases. About hhgregg Inc. Indianapolis, Indiana-based hhgregg, Inc., is an appliance, electronics and furniture retailer. Founded in 1955, hhgregg is a multi-regional retailer currently with 220 stores in 19 states that also offers market-leading global and local brands at value prices nationwide via http://www.hhgregg.com/ hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The petitions were signed by Kevin J. Kovacs, chief financial officer. At the time of the filing, hhgregg and HHG Distributing estimated assets and liabilities of less than $50,000. Gregg Appliances estimated assets and liabilities at $100 million to $500 million. The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP as counsel; Berkeley Research Group, LLC as financial advisor; Stifel and Miller Buckfire & Co. as investment banker; Hilco IP Services as intellectual property advisor; Altus Group US, Inc., as tax advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. The U.S. Trustee has appointed creditors to serve on the official committee of unsecured creditors in the case of Gregg Appliances, Inc., Case No. 17-01303-RLM-11. No official committee has been appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG Distributing, LLC, No. 17-01304-RLM-11. The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as counsel, and ASK LLP as avoidance claims counsel. The Committee retained Province Inc. as financial advisor. Counsel to the Agent for the Debtors' prepetition secured lenders and the lenders providing DIP financing are Sean M. Monahan, Esq., at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker Daniels, LLP. Counsel to the FILO Agent is Stuart Brown, Esq., at DLA Piper LLP. * * * When hhgregg filed for Chapter 11 bankruptcy, it had signed a term sheet with an anonymous party to purchase the Company assets. The Company said at that time it expected a quick and smooth process through Chapter 11 with emergence in approximately 60 days. Ten days later, hhgregg said it has terminated the nonbinding term sheet with the anonymous party because the Company was unable to reach a definitive agreement on terms, and said it continues to work with interested third parties to purchase assets of the business. hhgregg added it had received strong interest from third parties interested in buying some or all of the Company's assets. Subsequently, hhgregg executed a consulting agreement with a contractual joint venture comprised of Tiger Capital Group, LLC, and Great American Group, LLC, to conduct a sale of the merchandise and furniture, fixtures and equipment located at the Company's retail stores and distribution centers. In an April order, the Bankruptcy Court approved, at the Company's request, a plan for the Company to close 132 retail stores and the Company's distribution centers. According to a disclosure with the Securities and Exchange Commission in March, debtors Gregg Appliances, Inc., and HHG Distributing, LLC, entered into a Consulting Agreement with a contractual joint venture between Tiger Capital Group and Great American Group to conduct the sale of the merchandise and furniture, fixtures and equipment located at the Company's 132 retail stores and the distribution centers. As of June 8, 2017, the Debtors have completed store closing sales in all its stories. The Company has said it does not anticipate any value will remain from the bankruptcy estate for the holders of the Company's common stock, although this will be determined in the continuing bankruptcy proceedings. HUMAN CONDITION: Exclusive Plan Filing Deadline Moved to Jan. 4 --------------------------------------------------------------- The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York, at the behest of Human Condition Safety, Inc., has extended the Exclusive Period in which the Debtor may file a chapter 11 plan to and including January 4, 2018, and the Exclusive Period in which it may solicit plan acceptances to and including March 5, 2018. As reported by the Troubled Company Reporter on October 12, 2017, the Debtor sought a 90-day extension of the Exclusivity Periods. The Debtor said it has proceeded with the financing arrangements which it had negotiated with AIG PC Global Services, Inc., and which the Court approved under the Final DIP Financing Order entered on April 19, 2017. Human Condition Safety alleged that the DIP Financing provides for the Debtor to continue operating in bankruptcy while implementing a dual-track process to maximize value for stakeholders and preserve employees' jobs by simultaneously pursuing (i) a plan, and (ii) a sale of substantially all Debtor's assets pursuant to section 363 of the Bankruptcy Code with the transition of its employees, operations and files. The Debtor further alleged that at the time it filed its first motion to extend the exclusive periods, it announced its intention to file a motion to sell substantially all its assets and to thereafter file a proposed viable Chapter 11 liquidating plan and the Debtor was diligently evaluating proposed terms for such a sale and plan. Consequently, on July 11, 2017, the Debtor filed its motion for sale of substantially all its Assets, which the Court subsequently approved, and on September 14, 2017 the Debtor closed the sale of substantially all its assets to successful bidder and DIP Financing Lender, AIG PC Global. Human Condition Safety said that, since then, the Debtor has been addressing post-sale closing issues, including assumption and assignment of additional contracts in connection with the sale, and has been diligently evaluating proposed terms its Chapter 11 liquidating plan which the Debtor intends to file shortly. About Human Condition Safety Headquartered in New York, New York, Human Condition Safety Inc. -- http://www.hcsafety.com/-- develops wearable devices, artificial intelligence, building information modeling, and cloud computing solutions that assists workers and their managers prevent injuries before they happen at their workplace. Human Condition Safety was incorporated in 2014. Human Condition Safety filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 17-10585) on March 10, 2017, estimating its assets at between $500,000 and $1 million and its liabilities at between $1 million and $10 million. The petition was signed by Greg Wolyniec, president, director and chief executive officer. Judge Sean H. Lane presides over the case. John D. Giampolo, Esq., at Wollmuth Maher & Deutsch LLP, serves as the Debtor's bankruptcy counsel. HUMANIGEN INC: Maturity of $16M Credit Facility Extended to Nov. 10 ------------------------------------------------------------------- Humanigen, Inc., obtained an extension from its lenders of the maturity of the Company's obligations under the Credit and Security Agreement dated Dec. 21, 2016, as amended on March 21, 2017, and on July 8, 2017, with Black Horse Capital Master Fund Ltd., as administrative agent and lender, Black Horse Capital LP, as a lender, Cheval Holdings, Ltd., as a lender and Nomis Bay LTD, as a lender. As of Oct. 31, 2017, the aggregate amount of the Company's obligations under the Credit Agreement, including accrued interest and fees, approximated $16.1 million. "The Company does not have access to sufficient funds to repay the outstanding obligations under the Credit Agreement. Accordingly, the Company has been discussing and continues to discuss with its Lenders alternative asset-based transactions that might result in the satisfaction of the Company's obligations. There can be no assurances that the Lenders will agree to continue discussing any such alternative transactions or that the Company ultimately will be able to reach agreement with such Lenders on the terms of any alternative transaction," the Company stated in a Form 8-K report filed with the Securities and Exchange Commission. The extension agreed with the Lenders extends the maturity date of the Company's obligations under the Credit Agreement to the earlier of (i) Nov. 10, 2017, or (ii) the date that the Company consummates one or more alternative transactions with the Lenders. Aside from the extension of the Maturity Date, the extension did not modify any of the terms under the Credit Agreement. About Humanigen, Inc. Humanigen, Inc., formerly known as KaloBios Pharmaceuticals, Inc. -- http://www.humanigen.com/-- is a biopharmaceutical company focused on developing medicines for patients with neglected and rare diseases, with an ancillary focus on pediatric conditions. The Company's lead product candidate is benznidazole for the treatment of Chagas disease, a parasitic illness that can lead to long-term heart, intestinal and neurological problems. The Company acquired certain worldwide rights to benznidazole on June 30, 2016, and the Company is focused on the development necessary to seek and obtain approval by the United States Food and Drug Administration for benznidazole and the subsequent commercialization, if approved. After a meeting with FDA in December 2016, the Company confirmed, through FDA-issued guidance, that benznidazole is eligible for review pursuant to a 505(b)(2) regulatory pathway as a potential treatment for Chagas disease and, if it becomes the first FDA-approved treatment for Chagas disease, the Company would be eligible to receive a Priority Review Voucher. The Company submitted its Investigational New Drug (IND) application for benznidazole to FDA and the IND became effective on June 26, 2017. In addition, the FDA informed the Company on July 10, 2017, that it granted Orphan Drug Designation to benznidazole for the treatment of Chagas disease. KaloBios filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 15-12628) on Dec. 29, 2015. The Company was represented by Eric D. Schwartz of Morris, Nichols, Arsht & Tunnell. KaloBios emerged from Chapter 11 bankruptcy six months later. On Jan. 13, 2016, the Company's common stock was suspended from the Nasdaq Global Market and began trading on the over-the-counter market under the KBIOQ symbol. On Jan. 26, 2016, NASDAQ filed a Form 25 with the Securities and Exchange Commission to complete the delisting of the common stock, and the delisting was effective on Feb. 5, 2016. On June 30, 2016, upon emergence from bankruptcy, the ticker symbol for the trading of the Company's common stock on the over-the-counter market reverted back to KBIO. On June 26, 2017, the Company's common stock began trading on the OTCQB Venture Market under the same ticker symbol. On Aug. 7, 2017, following the effectiveness of the Company's previously reported name change, the Company's common stock began trading on the OTCQB Venture Market under the new ticker symbol "HGEN". The Company reported a net loss of $27.01 million in 2016, following a net loss of $35.37 million in 2015. As of June 30, 2017, Humanigen had $1.92 million in total assets, $16.61 million in total liabilities and a total stockholders' deficit of $14.69 million. HORNE LLP, in Ridgeland, Mississippi, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. ICONIX BRAND: S&P Lowers CCR to 'CCC' After Deutsche Bank Cuts Loan ------------------------------------------------------------------- U.S.–based Iconix Brand Group Inc. recently announced that because of WalMart's decision not to renew its DanskinNow license in 2019, Deutsche Bank has reduced its commitment on its original $300 million first-lien term loan to $225 million, and the commitment is contingent upon the company raising $100 million to satisfy its March 2018 convertible notes' maturity. If Iconix cannot raise the $100 million of capital or redeem their convertibles notes at par, S&P Global Ratings believe its liquidity will be impaired and the likelihood of a selective default will increase. S&P Global Ratings, thus, lowered its corporate credit rating on New York-based Iconix Brand Group Inc. to 'CCC' from 'B'. The outlook is negative. S&P said, "At the same time, we lowered our issue-level rating on the company's first-lien term loan originally funded at $300 million to 'B-' from 'B', but currently assume that only $60 million of the term-loan is funded given that Iconix has not raised the required capital to gain access to additional funds. We revised the recovery rating to '1' from '4', reflecting our expectation for very high (90%-100%; rounded estimate: 95%) in the event of a payment default. "The downgrade reflects our view that Iconix could default in the next 12 months if it does not raise an additional $100 million of capital to satisfy terms within Deutsche Bank's second delayed-draw loan. Currently the company only has access to $60 million under the loan, which could cause the company to default on its convertible notes due March 2018 as it does not have the ability to pay off the maturity. It also reflects our view that there is the possibility the company might pursue a subpar exchange to address this maturity. "The negative outlook reflects our view that the company may not be able to meet its obligation of its convertible notes that mature in March 2018 by raising the additional $100 million needed to secure the second delayed draw from Deutsche Bank. It also reflects our view that the company could pursue a distressed exchange by redeeming the convertible notes below par if it is unable to secure additional financing. "We could lower the ratings if the company is unable to meet its debt obligations and pursues a conventional default, or if a distressed exchange/redemption is announced or appears inevitable within six months. Upon the consummation of a distressed exchange, we would lower the corporate credit rating to 'SD' (selective default). "We could revised the outlook to stable or raise the ratings if the company addresses its 2018 maturity without a distressed exchange. This could occur if the company sells asset or receives a cash equity infusion by third party investors without a debt restructuring below par." IMAG VIDEO/AV: PSSAP Opposes Approval of Disclosure Statement ------------------------------------------------------------- Panasonic Systems Asia Pacific, f/k/a PSY, filed an objection to Imag Video/AV, Inc.'s disclosure statement to accompany its plan of reorganization. On May 2, 2017, PSSAP timely filed a Proof of Claim (Claim 14) asserting certain claims in connection with executory contracts between PSSAP and the Debtor. PSSAP complains that the Disclosure Statement lacks sufficient information to adequately inform creditors of the estate because it fails to provide an adequate description of PSSAP's claim and proposed treatment under the Plan and fails to list the PSSAP contracts as executory contracts. The Disclosure Statement should be amended to provide accurate information regarding the treatment of PSSAP's Claim. Thus, PSSAP objects to the approval of the Disclosure Statement in its current form and prays this Court enter an Order denying approval of the Disclosure Statement and granting PSSAP such further relief as the Court deems proper. The Troubled Company Reporter previously reported that starting on the first business day of the first month after the Effective Date, the Debtor will make equal monthly amortized payments of principal and interest sufficient to pay the Allowed Class 7 Claims a pro rata share of 20% of the total value of the Class 7 Claims over a period of 10 years. As of the date of the Disclosure Statement, each holder of an Allowed Unsecured Claim will receive a pro rata share of $324,003 over the course of the Plan. Class 7 Claimants will be entitled to payment only after their claim becomes an allowed claim. Upon entry of a final court order creating an allowed claim from a disputed claim, the Class 7 Claimants will be paid promptly the total amount of installment payments that would have been due on their claims if they had been allowed as of the Effective Date. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/tnmb16-09189-133.pdf Counsel for Panasonic Asia Pacific Pte. Ltd.: David W. Houston, IV (B.R #20802) Emily C. Taube (B.R #19323) J. Patrick Warfield (B.R #30502) BURR &FORMAN LLP 511 Union Street, Suite 2300 Nashville, TN 37219 Phone: (615) 724-3215 Fax: (615) 724-3315 Email: dhouston@burr.com etaube@burr.com pwarfield@burr.com About Imag Video/AV, Inc. Headquartered in Nashville, Tennessee, IMAG Video/AV Inc. filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 16-09189) on Dec. 31, 2016, estimating assets of $1 million to $10 million and liabilities of $10 million to $50 million. The petition was signed by Steven C. Daniels, president. Judge Randal S. Mashburn presides over the case. Griffin S. Dunham, Esq., at Dunham Hildebrand, PLLC, serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the case. IMAG VIDEO/AV: SH/Polk Ave Wants Disclosure Statement Rejected -------------------------------------------------------------- SH/Polk Ave Associates, LLC, objects to the disclosure statement filed by Imag Video/AV, Inc. According to the Disclosure Statement, the Debtor leases real property at 193 Polk Avenue, Suite H, Nashville, Tennessee. The Disclosure Statement provides that all leases will be assumed unless "specifically rejected" by the Debtor. SH/Polk Ave is the owner of the Subject Property and improvements. SH/Polk Ave complains that it is unclear from the Disclosure Statement whether the Debtor is attempting to assume the lease of the Subject Property. The Disclosure Statement claims that the Debtor will assume all leases not "specifically rejected," but the Disclosure Statement also admits that the lease has been deemed rejected and that the Debtor is negotiating with Owner for a new lease. Although SH/Polk Ave has afforded the Debtor a brief period to relocate its business off the Subject Property, SH/Polk Ave does not intend to negotiate a new lease with Debtor, and it objects to any attempt by Debtor to assume the lease after it has been deemed rejected pursuant to Section 365(d)(4)(A). Any information in the Disclosure Statement suggesting that the lease of the Subject Property will be assumed or that the Debtor will negotiate a new lease with SH/Polk Ave is inaccurate and misleading. From the said reasons, SH/Polk Ave respectfully requests that the Court deny approval of the Disclosure Statement as submitted by the Debtor and that this Court grant such further relief as the Court deems just and proper. The Troubled Company Reporter previously reported that on the Effective Date, all of the Debtor's property will vest in the Debtor, free and clear of all Liens, claims, and encumbrances except for those Liens created or preserved as provided in the treatment of creditors under the Plan. There are no restrictions in the Plan on the Debtor's use of cash generated from the operation of the Debtor's business. The Plan provides Debtor with the flexibility to use cash from operations to maximize the value of its business and to use proceeds from the sale of the Debtor's real estate to pay past due taxes, on-going property taxes on other retained properties, and its secured debt. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/tnmb16-09189-133.pdf Attorneys for SH/Polk Ave Associates, LLC: Austin McMullen (No. 20877) BRADLEY ARANT BOULT CUMMINGS LLP 1600 Division Street, Suite 700 P. O. Box 340025 Nashville, Tennessee 37203 Phone: (615) 252-2307 Fax: (615) 252-6307 AMcMullen@BABC.com About Imag Video/AV, Inc. Headquartered in Nashville, Tennessee, IMAG Video/AV Inc. filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 16-09189) on Dec. 31, 2016, estimating assets of $1 million to $10 million and liabilities of $10 million to $50 million. The petition was signed by Steven C. Daniels, president. Judge Randal S. Mashburn presides over the case. Griffin S. Dunham, Esq., at Dunham Hildebrand, PLLC, serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the case. INCA REFINING: Hires Jones Walker as Bankruptcy Counsel ------------------------------------------------------- INCA Refining, LLC, and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Jones Walker LLP as counsel and substitute in for Lawrence A. Anderson, Jr., of Seale, Smith, Zuber & Barnette LLP as counsel of record for the Debtors as Debtors-in-Possession, nunc pro tunc to September 8, 2017. Since the commencement of the case the Debtors purportedly engaged Lawrence R. Anderson, Jr. of Seale, Smith, Zuber & Barnette LLP, to represent the Debtors in this proceeding. On August 31, 2017, the Debtors filed an Application to Employ Bryan Perkinson as Debtors' Representative. The Court granted the application on September 21, 2017. Now that Mr. Perkinson has been approved by the Court to appear as the Debtors' Representative, the Debtors would like to substitute Mark Mintz and Laura Ashley with Jones Walker LLP as counsel for the Debtors, as Debtors-in-Possession. The Debtors wish to employ Mark A. Mintz and Laura F. Ashley and the firm, Jones Walker as attorneys to give the Debtors legal advice with respect to the Debtors' powers and duties as Debtors-in-Possession in the continued operation of the Debtors' businesses, and to perform all legal services for the Debtors- in-Possession which may be necessary. Jones Walker lawyers who will work on the Debtors' cases and their hourly rates are: Mark A. Mintz, Esq. $350 Laura F. Ashley, Esq. $295 Mark A. Mintz, Esq., partner of the law firm of Jones Walker LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Jones Walker may be reached at: Mark A. Mintz, Esq. Laura F. Ashley, Esq. Jones Walker LLP 201 St. Charles Avenue, Suite 5100 New Orleans, LA 70170-5100 Tel: 504-582-8368 Fax: 504-589-8368 E-mail: mmintz@joneswalker.com lashley@joneswalker.com About Inca Refining, L.L.C. INCA Refining, LLC, was organized in Texas in 2005 for the purpose of developing and operating an oil refinery in Louisiana. INCA owns an 80% membership interest in Refinery Equipment Holdings, a Delaware limited liability company, and the remaining 20% is owned by Del Mar Onshore Partners L.P. entities. INCA also holds property in Egan, Louisiana. West Bank Land Company LLC was organized in Texas in 2008 for the purpose of acquiring land to be developed by INCA into an oil refinery. West Bank owns the St. James Property, leased by INCA for a refinery. In 2010, White Oak Global Advisors, LLC, entered into two funding agreements with INCA and West Bank on behalf of the White Oak Creditors. The current total indebtedness owed to the White Oak Creditors is now in excess of $102,000,000. Involuntary Chapter 11 petitions were filed against INCA Refining, LLC, and West Bank Land Company LLC (Bankr. E.D. La. Case No. 17-11182 and 17-11183) on May 9, 2017. The petitioning creditors were White Oak Strategic Master Fund, L.P., and related entities. Pursuant to orders for relief, the Debtors are and have been debtors-in-possession with control over administration of their estates pursuant to 11 U.S.C. Sec. 1107. The case is assigned to Judge Jerry A. Brown. The White Oak Entities own the majority of the membership interests in each of the Debtors, control the majority of managers of the Board, and have creditor claims against each of the Debtors in excess of $102 million secured by a third mortgage on the real estate in St. James Parish, Louisiana. The White Oak Entities sought appointment of a Chapter 11 trustee in each case. Following an Aug. 2, 2017, hearing, the Court entered an order denying the appointment request. INTELLIPHARMACEUTICS: Recurring Losses Raise Going Concern Doubt ---------------------------------------------------------------- Intellipharmaceutics International Inc. filed its quarterly report on Form 6-K, disclosing a net loss of $2.55 million on $1.19 million of revenue for the three months ended August 31, 2017, compared with a net loss of $2.11 million on $0.55 million of revenue for the same period in 2016. For the nine months ended August 31, 2017, the Company listed a net loss of $6.35 million on $4.43 million of revenue, compared with a net loss of $6.23 million on $1.68 million of revenue for the same period in the prior year. At August 31, 2017, the Company had total assets of $6.66 million, total liabilities of $7.45 million, and $0.79 million in total stockholders' deficit. The Company has incurred losses from operations since inception and has reported losses of $2,550,314 and $6,346,504 for the three and nine months ended August 31, 2017 (three and nine months ended August 31, 2016 – loss of $2,110,156 and $6,230,273), and has an accumulated deficit of $69,362,523 as at August 31, 2017 (November 30, 2016 - $63,016,019). The Company has funded its research and development ("R&D") activities principally through the issuance of securities, loans from related parties, funds from the IPC Arrangement Agreement, and funds received under development agreements. There is no certainty that such funding will be available going forward. These conditions raise substantial doubt about its ability to continue as a going concern and realize its assets and pay its liabilities as they become due. A copy of the Form 6-K is available at: https://is.gd/z4pIQ3 About Intellipharmaceutics Intellipharmaceutics International Inc. is a pharmaceutical company specializing in research, development, and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. Founded in 1998, the Company is headquartered in Toronto, Canada. IntelliPharmaceutic's stock trades on the NASDAQ Stock Exchange under the ticker symbol "IPCI." The Company's main product candidate is Rexista, an abuse-deterrent oxycodone hydrochloride extended release tablet. Rexista is indicated for the management of pain severe enough to require daily, around-the-clock, long-term opioid treatment and for which alternative treatment options are inadequate. JEFFERIES LOANCORE: S&P Affirms 'B+' ICR, Outlook Remains Stable ---------------------------------------------------------------- Jefferies Group LLC has sold its ownership interest in Jefferies LoanCore LLC (now known as LoanCore Capital Markets LLC) to its other owners, including CPPIB Credit Investments Inc. and GIC. LoanCore has reduced its total committed equity to $240 million, which reduces its total capital base to $400 million from $560 million, and has reduced its available repurchase facilities. S&P Global Ratings said it affirmed its 'B+' issuer credit rating on Jefferies LoanCore LLC (now known as LoanCore Capital Markets LLC [LoanCore]). The outlook remains stable. At the same time, S&P affirmed its 'B' senior unsecured debt rating on LoanCore. The ratings affirmation reflects the withdrawal of group support from Jefferies Group/Leucadia National, offset by LoanCore's lower leverage. The firm's funding needs are decreasing because its portfolio of floating-rate transitional loans will run off over the next year. With LoanCore now focused on originating loans for commercial mortgage-backed securities (CMBS) securitization, its funding needs will be to warehouse loans before securitization. S&P said, "Our ratings on LoanCore continue to reflect its limited business scale and concentration in higher-risk commercial real estate (CRE) mortgages, limited permanent equity base, and dependence on less-stable repurchase agreement funding. We believe LoanCore's concentration in CRE lending and CMBS securitization leaves its business and profitability exposed to volatile CMBS market conditions." The experienced management team and business relations with two very large outside owners--CPPIB Credit Investments Inc., a wholly owned subsidiary of Canada Pension Plan Investment Board, and GIC, Singapore's sovereign wealth fund--are positive rating factors. The adoption of CMBS risk-retention and other regulations has reduced the number of loan originators that CMBS issuers want to include in securitizations, making it harder for many firms to find an outlet for their loans. LoanCore has gained access by becoming a purchaser of the risk-retention residual of its last two securitizations. As the market adapts to these new arrangements, S&P expects LoanCore to do more smaller securitizations to limit leverage and risk. S&P said, "We do not count the securitization debt in LoanCore's leverage. Instead we deduct their equity interest in the securitization from adjusted total equity. Even with this, leverage after their recent securitization was well below the 5x at the end of the third quarter. "The stable outlook on LoanCore reflects S&P Global Ratings' expectation that the company will continue to face headwinds from volatility in the CMBS market but remain profitable. We also expect the portfolio of floating rate loans on transitional properties to runoff, which will reduce risk but also increase reliance on gains on sale of loans originated for CMBS. We also expect the company to remain in compliance with debt covenants, including maintaining at least $300 million in reported equity." S&P could lower the ratings over the next six to 12 months if: -- S&P expects debt-to-adjusted total equity leverage to be above 4.5x; or -- The company suffers material losses, profitability issues, or asset quality deteriorates. S&P said, "While we believe an upgrade is unlikely over the outlook horizon, over the longer term we could raise the ratings if the company improves funding, builds permanent capital, and maintains leverage below 2.75x." K.J.B. SPECIALTIES: Dec. 6 Plan and Disclosure Statement Hearing ---------------------------------------------------------------- Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida issued an order conditionally approving K.J.B. Specialties, Inc.'s disclosure statement with respect to a chapter 11 plan dated Oct. 24, 2017. Creditors and other parties in interest must file their written ballots accepting or rejecting the Plan no later than 14 days before the date of the Confirmation Hearing. Dec. 6, 2017, is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. The hearing will be held at 2:30 p.m., in 4th Floor Courtroom D, 300 North Hogan Street, Jacksonville, Florida. Any objections to the Disclosure Statement or Confirmation must be filed and served seven days before the hearing. About K.J.B. Specialties K.J.B. Specialties, Inc., owns Jerome Brown Barbecue & Wings, a barbecue sauce manufacturing operation on Commonwealth Avenue, in Jacksonville, Florida. The Company is equally owned by Jerome Brown and Joann Brown. The city of Jacksonville sued the Company in January 2017 to recover a $210,000 grant after the Company failed to comply with the promise of creating 56 jobs at the manufacturing plant. K.J.B. Specialties filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-00913) on March 20, 2017. The petition was signed by Joann M. Brown, president. The case is assigned to Judge Jerry A. Funk. The Debtor is represented by Jason A Burgess, Esq. at the Law Offices of Jason A. Burgess, LLC. At the time of filing, the Debtor had $243,048 in total assets and $3.25 million in total liabilities. LA PALOMA GENERATING: Plan Solicitation Period Moved to Dec. 5 -------------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware has extended the period within which La Paloma Generating Co., LLC and its debtor-affiliates have the exclusive right to solicit acceptances of a Chapter 11 plan for an additional 60 days, through and including December 5, 2017. The Troubled Company Reporter has previously reported that the Debtors sought a 60-day extension of their exclusive period to solicit votes on a Chapter 11 Plan, telling the Court that they have been under the protection of chapter 11 for less than a year, and during that time, among other things, they have: (a) negotiated several consensual financing orders to ensure that the Debtors have access to the funds necessary to operate their business and pay the administrative expenses of these chapter 11 cases; (b) worked to monetize assets and restructure important vendor and other contractual relationships with a view toward maximizing the value of their business; (c) proposed the Plan on September 21, 2017 , which incorporates a settlement with the Debtors' first lien lender, and have begun soliciting votes thereon; and (d) on September 28, 2017, earned approval of the disclosure statement filed in conjunction with the Plan, and have turned their focus towards the Plan confirmation hearing, currently scheduled for October 30, 2017. The Debtors said that the requested extension will provide them with the opportunity to continue these efforts without the distraction of a competing chapter 11 plan. About La Paloma Generating La Paloma Generating Company, LLC, a D.C.-based merchant power generator, and its affiliates La Paloma Acquisition Co, LLC, and CEP La Paloma Operating Company, LLC, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-12700 to 16-12702) on Dec. 6, 2016. The petitions were signed by Niranjan Ravindran, as the Debtors' authorized person. La Paloma Generating estimated $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The Hon. Christopher S. Sontchi presides over the cases. The Debtors are represented by John J. Rapisardi, Esq., and George A. Davis, Esq., at O'Melveny & Myers LLP, as lead bankruptcy counsel; and Mark D. Collins, Esq., Andrew Dean, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as Delaware counsel. Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP serve as conflicts counsel. Jefferies LLC serves as the Debtors' financial advisor and investment banker, while their claims and noticing agent is Epiq Bankruptcy Solutions. Alvarez & Marsal North America, LLC, is the financial advisor. Maria Aprile Sawczuk has been appointed fee examiner in the bankruptcy case. On Aug. 2, 2017, the Debtors filed a Chapter 11 Plan and Disclosure Statement. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Sept. 5 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of La Paloma Generating Co. LLC, et al. The committee members are: (1) Argo Chemical, Inc.; (2) PowerFlow Fluid Systems, LLC; and (3) GE Mobile Water, Inc. LAFLAMME'S INC: Permitted to Use Cash Collateral on Temporary Basis ------------------------------------------------------------------- Judge Robert E. Littlefield, Jr., of the U.S. Bankruptcy Court for the Northern District of New York entered an order authorizing the LaFlamme's Inc. to use cash collateral until Nov. 6, 2017. The Debtor is required to deposit all cash collateral now or hereafter in its possession or control into the appropriate DIP Account, with money to be paid as taxes, paid into the tax account and the remainder placed in the operating account. Unless a Final Order or subsequent interim order is entered on use of cash collateral, the Debtor will cease to use cash collateral at the end of November 6, 2017, and will not thereafter dispossess any item of value or use any cash collateral. All money remaining in the DIP Accounts as of November 7, 2017 will be held in that account pending further Order of the Court. The Debtor is authorized to use cash collateral to fund Budget expenses according to the terms and conditions of the Order. The Debtor may spend cash collateral, out of the DIP Accounts and not otherwise, as follows: (a) In the amounts and to the entities as set out in the Budget, within no more than one week of the dates listed on the Budget; (b) Payment for taxes will be made out of the tax account; (c) If there is not sufficient cash collateral plus Excess Cash Collateral to meet expenses, then expenses will be paid in the priority listed on the budget (lower numbers paid before higher numbers); and (d) If actual expenses are less than expenses listed in the Budget, the excess will be held in the DIP Accounts and added the Excess Cash Collateral. Excess Cash Collateral may only be used to pay expenses set out on the Budget if cash collateral receipts are less than as listed on the Budget. Peoples United Bank N.A. holds three loans with the Debtor, including a Line of Credit which is secured by inventory and other assets of the Debtor. As of the Date of Filing, the Debtor owed Peoples United Bank a total outstanding balance of approximately $1,038,954, which includes the Line of Credit and also two other loans (totaling $752,084.95 for principal and interest at time of filing) which are secured by the real property but have a cross-collateralization on the line of credit. Heritage Family Credit Union has a Line of Credit secured by the inventory and other assets of the Debtor. The Heritage Line of Credit and the Heritage Truck Loan has a total outstanding balance of approximately $240,734, as of the Petition Date. The Debtor is required to provide Peoples United Bank and Heritage Family Credit Union with weekly inventory which details actual inventory for sale at the debtor’s sales floors, listing wholesale value; amount being sought for the item ( i.e retail value), any other lien interest exerted against any inventory, and listing the date of such inventory, and weekly reports of sales, from the Petition Date. Regarding the Debtor's post-petition Vermont State tax liability, the Debtor is directed to deposit to the tax account and hold separate and apart from all other funds, other than federal or other state tax deposits, all monies deducted and withheld from employees or collected from others for taxes pursuant to Vermont Tax Law, including but not limited to, sales and use taxes. All State income, sales and use taxes which the Debtor is required to withhold or collect will be remitted by the Debtor to the tax accounts within the statutory periods set forth in the applicable statutes. All withholding tax returns and all sales and use tax returns should be submitted in a timely manner to the Vermont Department of Taxes. The liens securing and underlying the Peoples LOC Debt and the Heritage Debt will constitute prior Secured Liens on all inventory, business equipment, and other articles as indicated in the Peoples Line of Credit or the Heritage Line of Credit. A full-text copy of the Order, dated Oct. 31, 2017, is available at https://is.gd/j4r9ds About LaFlamme's Inc. Based in Granville, New York, LaFlamme's Inc. filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 17-11739) on Sept. 19, 2017. Judge Robert E. Littlefield Jr. presides over the case. The Debtor estimated $1,000,001 to $10 million in both assets and liabilities as of the bankruptcy filing. The Debtor's bankruptcy counsel is Richard H. Weiskopf, at The DeLorenzo Law Firm. LEGACY RESERVES: Incurs $33.9 Million Net Loss in Third Quarter --------------------------------------------------------------- Legacy Reserves LP announced third quarter results for 2017 including the following highlights: * Completed $3.3 million of acreage acquisitions expanding its future development opportunities including: - 24 horizontal Spraberry and Wolfcamp drilling locations in the Midland Basin, and - 9 horizontal San Andres drilling locations on the Central Basin Platform that leverage Legacy's existing infrastructure and have attractive offset development economics. * Reduced commodity price risk by adding 5,300 Bbls/d of 2018 WTI crude oil swaps at average swap price of $52.97 per barrel. * Increased oil production to a record 14,380 Bbls/d, a 25% increase relative to Q2 2017. * Generated a net loss of $33.9 million. * Generated Adjusted EBITDA of $58.8 million representing a 33% increase compared to Q2 2017. * Reduced lease operating expenses, excluding ad valorem taxes, to $39.5 million representing a 6.5% decrease compared to Q2 2017 and yielding a record low LOE/BOE of $9.36. * Extended the availability of the remaining $95 million undrawn portion of the second lien term loan to Oct. 25, 2018. Legacy Reserves reported a net loss attributable to unitholders of $38.61 million on $106.81 million of total revenues for the three months ended Sept. 30, 2017, compared to a net loss attributable to unitholders of $9.05 million on $83.54 million of total revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, Legacy Reserves reported a net loss attributable to unitholders of $42.82 million on $299.21 million of total revenues compared to net income attributable to unitholders of $35.30 million on $222.76 million of total revenues for the same period during the prior year. As of Sept. 30, 2017, Legacy Reserves had $1.48 billion in total assets, $1.73 billion in total liabilities and a $247.22 million total partners' deficit. Paul T. Horne, chairman of the Board, president and chief executive officer of Legacy's general partner commented, "Our August 1st Acceleration Payment and revisions to our JDA meaningfully increased our interest in our operated horizontal Permian development program. We remain very pleased with the team's ability to efficiently develop this resource as we recently brought on 9 additional wells. As always, we continue to optimize well design and operational practices, and I'm proud of our vigilance with costs as evidenced by our record-low LOE per Boe. Our land and business development teams have once again enhanced our portfolio through smart, cost-effective bolt-on acquisitions. We expect such efforts will build long-term equity value as we identify and pursue additional drilling prospects in our core operating areas." Dan Westcott, executive vice president and chief financial officer of Legacy's general partner, commented, "During the quarter, our high-density horizontal Permian development schedule necessitated temporarily shutting in a higher-than-anticipated amount of offset well production and, consequently, our Q3 production fell short of expectations. We are pleased with the results of these smart-minded, long-term focused decisions to optimize asset value. Our revised 2017 financial guidance implies 2H 2017 oil production growth of 41% relative to 1H 2017. While we are just beginning our 2018 capital budget process, we currently anticipate spending development capital of $200 to $225 million based on continuing a two-rig Permian program under our JDA. The included preliminary 2018 financial guidance shows 47% growth in oil production and 43% growth in Adjusted EBITDA relative to 2017 estimates, to a midpoint of 20,100 Bbl/d and $305 million, respectively. This significant growth underlines our high-quality assets and operational strength. We continue to focus on growing Adjusted EBITDA and asset value which should meaningfully improve our credit metrics as the midpoint of our preliminary 2018 guidance implies a free cash flow neutral program that reduces total debt / pro forma Adjusted EBITDA by about one and one-half times relative to year-end 2017 estimates. As part of our Fall redetermination, our borrowing base was reduced $25 million to $575 million leaving us with current availability of $89 million. In addition, we're pleased to have extended our $95 million of second lien availability for another year, increasing our total liquidity and expanding our optionality as we explore strategies to further delever the balance sheet and position Legacy for long-term success." A full-text copy of the Form 10-Q is available for free at: https://is.gd/2hI9et About Legacy Reserves LP Legacy Reserves LP -- http://www.LegacyLP.com/-- is a master limited partnership headquartered in Midland, Texas, 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. Legacy Reserves LP reported a net loss attributable to unitholders of $74.82 million on $314.4 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to unitholders of $720.54 million on $338.77 million of total revenues for the year ended Dec. 31, 2015. * * * As of Sept. 30, 2016, S&P Global Ratings said that it lowered its corporate credit rating on Legacy Reserves to 'CCC' from 'B-'. The rating outlook is negative. The downgrade reflects S&P's expectation that the borrowing base on Legacy's revolving credit facility could be lowered substantially at its re-determination in October. As reported by the TCR on March 24, 2017, Moody's Investors Service upgraded Legacy Reserves LP's Corporate Family Rating to 'Caa2' from 'Caa3'. "Legacy's 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." LONG BROOK: Plan Discloses 39 Monthly Payments Made to Trustee -------------------------------------------------------------- Long Brook Station, LLC, filed with the U.S. Bankruptcy Court for the District of Connecticut a tenth amended joint disclosure statement together with their proposed tenth amended plan of reorganization. Class 3 under the plan consists of the Trustee for a first mortgage on the Property located in Stratford, Connecticut. By notice dated April 30, 2015, the Trustee has elected to have his secured claim treated pursuant to Section 1111(b) of the Bankruptcy Code. As a result of this election, the Trustee will not have an unsecured claim against the Debtor. The Trustee has filed an amended proof of claim in the amount of $665,161.93. This version of the plan provides that the Debtor has made 39 monthly adequate protection payments of $3,750 each to the Trustee as of Oct. 25, 2017, totaling $146,250. Interest shall accrue on the Trustee's allowed secured claim as of Jan. 1, 2016, at 10% per annum. Further, the Trustee's allowed secured claim after application of all adequate protection payments will be paid as follows: the Net Proceeds of the sale of the Property after payment of 50% of the Broker's commission due upon sale will be paid on the Effective Date of the Plan and the balance will be paid from the proceeds of the Purchase Money Mortgage within 30 days of receipt by the Debtor. Until paid, the Trustee will retain his lien on the Property. Regarding its implementation, the tenth amended plan provides that the terms of the D&M Purchase Agreement provide for a purchase price of $825,000, payable by (i) deposit of $82,500 paid at the time of execution of the agreement, which is currently being held by Debtor's counsel; (ii) $517,500 by certified or bank check or wire transfer at the Closing; and (iii) $225,000 promissory note secured by a first mortgage on the Property, which note shall bear interest at the rate of 10% per annum and is due and payable on the first anniversary of the Closing date. A full-text copy of the Tenth Amended Disclosure Statement is available at: http://bankrupt.com/misc/ctb14-31095-284.pdf About 500 North Avenue 500 North Avenue, LLC, and Long Brook Station, LLC, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos. 14-31094 and 14-31095) on June 6, 2014. The petitions were signed by Joseph Regensburger, member. At the time of filing, 500 North Avenue estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities; and Long Brook Station estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The cases are assigned to Judge Julie A. Manning. The Debtors are represented by Douglas S. Skalka, Esq., at Neubert, Pepe, and Monteith, P.C. LSB INDUSTRIES: S&P Affirms CCC CCR on Improved Operating Results ----------------------------------------------------------------- S&P Global Ratings affirmed its 'CCC' corporate credit rating on Oklahoma City-based LSB Industries Inc.. The outlook is negative. At the same time, the issue-level ratings on the company's senior secured notes due in 2019 remain 'CCC'. The recovery rating remains '4', indicating S&P's expectation of average (30% to 50%; rounded estimate: 40%) recovery in the event of a payment default. The company continues to experience operational issues at both its El Dorado and Pryor plants, and although the company has shown improved operating results thus far in 2017, S&P still views leverage metrics to be at unsustainable levels for the next year. Given its track record, S&P believes the company will continue to experience unexpected operational issues, and these could have a significant impact on profitability and liquidity measures over the next 12 months. The outlook is negative. Despite improved EBITDA in the first nine months of 2017 compared with 2016 results, the company's metrics have continued to remain weak due to plant operational issues and a depressed pricing environment. This has led to EBITDA that is moderately weaker than our previous expectations. S&P said, "At the current rating, we expect that weighted-average debt to EBITDA will remain at unsustainable double-digit levels over the next 12 months. We assume that management will support credit quality and, therefore, we have not factored into our analysis any distributions to shareholders or significant debt-funded capital spending. Our current ratings do not factor in any transformational events, such as a large acquisition or outright sale of the company." S&P said, "We could lower the rating within the next year if significant operating problems occur at any of the company's facilities or if we don't see the anticipated improvement in 2018 operating performance, which we factor into our base case assumptions. In this scenario, we envision that liquidity would weaken further. Although we believe LSB has liquidity to fund its interest payments, we see a risk that if the company experiences any significant operational issues over the next few quarters, they could skip an interest payment. Additionally, we could consider a lower rating if the company cannot refinance its senior secured notes before they become due in August 2019. "We could raise the ratings within the next year if the company improves leverage, either through management actions or changes in operating performance, such that debt to EBITDA improves to the single-digit range. Before considering a higher rating, we would need to believe such improvement is sustainable and that their operational issues are behind them, allowing them to continue to improve EBITDA. In such a scenario, we would expect the company's liquidity sources to exceed its uses by at least 1.2x. To raise the ratings, we would also need to expect no significant increases to the company's capital spending plans or increased debt to fund further growth or returns to shareholders. Additionally, if LSB continues to improve operations, and successfully refinances its debt over the next 12 months, we could take a positive rating action." M & G USA: Hires Prime Clerk as Claims and Noticing Agent --------------------------------------------------------- M & G USA Corporation and its debtor-affiliates seek authority from the United States Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as their claims and noticing agent. Services to be provided by Prime Clerk are: (a) prepare and serve required notices and documents in these Cases in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure in the form and manner directed by the Debtors and/or the Court, including (i) notice of the commencement of these Cases and the initial meeting of creditors under Bankruptcy Code section 341(a), (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtors' chapter 11 plan or plans, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any chapter 11 plan and (vii) all other notices, orders, pleadings, publications and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of these Cases; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs, listing the Debtors' known creditors and the estimated amounts owed thereto; (c) maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(1), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010 and update and make said lists available upon request by party-in-interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes: (i) either a copy of the notice served or the docket numbers) and titles) of the pleadings) served; (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses; (iii) the manner of service; and (iv) the date served; (g) process all proofs of claim received, including those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim in a secure area; (h) maintain the official claims register for each Debtor -- Claims Re inters -- on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (i) the claim number assigned; (ii) the date received;. (iii) the name and address of the claimant and agent, if applicable, who filed the claim; (iv) the amount asserted; (v) the asserted classifications) of the claim (e.g., secured, unsecured, priority, etc.); (vi) the applicable Debtor; and (vii) any disposition of the claim; (i) Provide public access to the Claims Registers, including complete proofs of claim with attachments, if any, without charge during regular business hours and on a case-specific website maintained by Prime Clerk; (j) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original proofs of claim; (k) Record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (1) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Prime Clerk, not less than weekly; (m) upon completion of the docketing process for all proofs of claim received to date for each case, deliver copies of the Claims Registers to the Clerk for review (upon the Clerk's request); (n) monitor the Court's docket for all notices of appearance, address changes and claims-related pleadings and orders filed and make necessary notations on and/or changes to the Claims Registers and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; (o) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (p) assist in the dissemination of information to the public and respond to requests for administrative information regarding these Cases as directed by the Debtors or the Court, as applicable, including through the use of a case website and/or call center; (q) monitor the Court's docket in these Cases and, when filings are made in error or containing errors, alert the filing party of such error and work with such party to correct any such error; (r) if these Cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk's office within three days of notice to Prime Clerk of entry of the order converting the Cases; (s) 30 days prior to the close of these Cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing Prime Clerk as Claims and Noticing Agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of these Cases; (t) within seven days of notice to Prime Clerk of entry of an order closing these Cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of the Cases; and (u) at the close of these Cases, (i) box and transport all original documents, in proper format, as provided by the Clerk's office, to (A) the Philadelphia Federal Records Center, 14700 Townsend Road, Philadelphia, PA 19154-1096 or (B) any other location requested by the Clerk's office; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived proofs of claim. Michael J. Frishberg, Co-President and Chief Operating Officer of Prime Clerk LLC, attests that Prime Clerk is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code with respect to the matters upon which it is engaged. Prime Clerks' claim and noticing hourly rates are: Analyst $30-$50 Technology Consultant $35-$95 Consultant/Senior Consultant $65-$165 Director $175-$195 Chief Operating Officer & Executive Vice President No charge The Firm can be reached through: Michael J. Frishberg Prime Clerk LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Phone: 212-257-5450 Fax: 212-257-5452 About M & G USA Corporation M & G USA Corporation and affiliates simultaneously sought Chapter 11 protection on October 30, 2017: M & G USA Corporation (Lead Case) (Bankr. D. Del. Case No. 17-12307); M & G USA Holding, LLC (Bankr. D. Del. Case No. 17-12308); M & G Resins USA, LLC (Bankr. D. Del. Case No. 17-12309); M & G Finance Corporation (Bankr. D. Del. Case No. 17-12310); M&G Waters USA, LLC (Bankr. D. Del. Case No. 17-12311); Chemtex International Inc. (Bankr. D. Del. Case No. 17-12312); Chemtex Far East, Ltd. (Bankr. D. Del. Case No. 17-12313); Indo American Investments, Inc. (Bankr. D. Del. Case No. 17-12314); Mossi & Ghisolfi International S.a.r.l. (Bankr. D. Del. Case No. 17-12315); M&G Chemicals S.A. (Bankr. D. Del. Case No. 17-12316); and M&G Capital S.a.r.l. (Bankr. D. Del. Case No. 17-12317). The petition was signed by Dennis Stogsdill, chief restructuring officer. The Hon. Brendan L. Shannon presides over the case. Scott J. Greenberg, Esq., Carl E. Black, Esq. and Stacey L. Corr-Irvine, Esq. at Jones Day stand as the Debtors' counsel. Alvarez & Marsal North America, LLC represents the Debtors as restructuring advisor and Rothschild Inc serves as investment banker. At the time of filing, the Debtors estimate $1 billion to $10 billion both in assets and liabilities. Founded in 1953, M&G Group is a privately owned chemical company in Italy and is controlled through the holding company M&G Finanziaria S.p.A. The M&G Group -- specifically, its chemicals division, which includes the Debtors -- is a producer of polyethylene terephthalate resin for packaging applications. M&G CHEMICALS: Has Interim Nod to Use Cash Collateral Until Dec. 29 ------------------------------------------------------------------- The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware has entered an interim order authorizing M & G Polymers USA, LLC, to use cash collateral of up to the maximum amount of $6 million prior to the final hearing. The Debtor may use cash collateral until the earlier of: (a) Dec. 29, 2017, and (b) the day following written notice from Comerica Bank of the occurrence of a termination event. All cash collateral to be used pursuant to the interim order will come from the deposit account maintained at Ohio Valley Bank (account ending in *761). The OVB Account will be administratively frozen and no cash on deposit in the OVB Account may be withdrawn, transferred, disbursed or otherwise use for any purpose, including Intercompany Transactions, except for the amounts necessary to fund the expenses in the amounts, at the times and for the purposes described in the Budget, and other amounts in excess of the Budget to which Comerica Bank may consent in writing in its sole discretion. M&G Polymers is the borrower under a $50 million revolving credit facility provided by Comerica Bank that is secured by, among other things, certain accounts receivable of M&G Polymers, including certain payments made by customers of the Apple Grove Plant. As of the Polymers Petition Date, the aggregate outstanding amount owed by M&G Polymers under the Prepetition Credit Documents was not less than $48,670,983. In addition, M&G Polymers is party to a certain prepetition guaranty for the benefit of Banco Inbursa, S.A., Institucion de Banca Multiple, Grupo Financiero Inbursa, secured by a mortgage, by which M&G Polymers granted to Banco Inbursa first priority liens on and security interests in certain collateral. As of the Polymers Petition Date, the aggregate outstanding amount owed by M&G Polymers under the Inbursa Guaranty was not less than $436,000,000 in outstanding principal amount. Comerica Bank will receive payment of the prepetition obligations from the proceeds of payments the prepetition collateral and post-petition collateral. All proceeds of accounts and accounts receivable of Debtor and the sales and other dispositions of the inventory of the Debtor, upon receipt by Debtor, will be delivered to Comerica Bank in the form received, and deposited into a segregated cash collateral account (account ending in *452) maintained by, and under the exclusive control of, Comerica Bank. Comerica Bank is also granted: (a) prior and senior security interest in and lien on any proceeds from or of any sale or other disposition of the Debtor's property, plant and equipment located in Apple Grove, West Virginia, to which Banco Inbursa, as existing first-lien secured lender on certain of the Debtor's property, consents solely to the extent that the amount of such Adequate Protection Lien does not exceed the lesser of (i) $9.6 million or (ii) the actual amount of cash collateral used by the Debtor; and (b) a security interest in and lien on all of the Debtor's and the estate's interest in any and all property, whether real (other than the Apple Grove Facility), personal, tangible or intangible, whether presently existing or hereafter acquired or created, in each case, subject and junior to any properly perfected, non-avoidable, first-priority, security interests or other liens existing on the Petition Date in such property. Banco Inbursa will be granted a security interest in and lien on the postpetition collateral, which is junior and subordinate to the security interests and liens of Comerica Bank in the postpetition collateral. The Inbursa Adequate Protection Lien excludes the prepetition collateral, including any accounts and accounts receivable of the Debtor, the inventory of the Debtor, the Ohio Valley Bank Account and any other deposit account of the Debtor, and the proceeds of any of the foregoing. As further adequate protection, Comerica Bank and Banco Inbursa will be granted allowed superpriority administrative claims against the Debtor’s estate to the extent that the Adequate Protection Liens do not adequately protect against any diminution in value of their respective interests in the collateral. The adequate protection superpriority claims of Comerica Bank will be senior in priority to the adequate protection superpriority claims of Banco Inbursa. The final hearing to consider entry of the final order authorizing the use of cash collateral is scheduled to take place on Dec. 1, 2017 at 10:00 a.m. Objections are required to be filed and served no later than November 22, 2017. A full-text copy of the Interim Order, dated Nov. 2, 2017, is available at http://tinyurl.com/y8vpe7uk About the M&G Group Founded in 1953, the M&G Group is a privately owned chemical company in Italy and is controlled through the holding company M&G Finanziaria S.p.A. The M&G Group -- specifically, its chemicals division, which includes M&G Chemicals S.A. -- is a producer of polyethylene terephthalate resin for packaging applications. PET is a plastic polymer produced principally from purified terephthalic acid and monoethylene glycol, and is used to manufacture plastic bottles and other packaging for the beverage, food and personal care industries. M & G USA Corporation, parent M&G Chemicals S.A. and 9 of its direct and indirect subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12307) on Oct. 30, 2017. M & G USA estimated assets and debt of $1 billion to $10 billion. The Hon. Brendan L. Shannon is the case judge. The Debtors tapped Jones Day and Pachulski Stang Ziehl & Jones LLP as restructuring counsel; Alvarez & Marsal North America, LLC, as restructuring adviser; Rothschild Inc. as investment banker; and Prime Clerk, LLC, as claims and noticing agent. MANTRA VENTURE GROUP: Sadler Gibb Express Going Concern Doubt --------------------------------------------------------------- Mantra Venture Group Ltd. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K/A, disclosing a net loss of $6,871,287 on $1,069,917 of revenue for the fiscal year ended May 31, 2017, compared with a net loss of $2,219,860 on $70,298 of revenue in 2016. Sadler, Gibb & Associates, LLC, in Salt Lake City, Utah, states that the Company has a history of recurring losses from, operations and accumulated losses and will require additional funding to execute its future strategic business plan. These factors raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at May 31, 2017, showed $5.19 million in total assets, $9.97 million in total liabilities, and a total stockholders' deficit of $4.78 million. A copy of the Form 10-K/A is available at: https://is.gd/bhlpBA About Mantra Venture Group Mantra Venture Group Ltd. provides professional, multi-service line, telecommunications infrastructure and outsource services to the wireless and wireline industry. The Company was incorporated in the State of Nevada on January 22, 2007 and is headquartered in Longwood, Florida. MANUFACTURERS ASSOCIATES: May Use Cash for November 2017 Expenses ----------------------------------------------------------------- The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut, at the behest of the Chapter 11 Trustee for the estate of Manufacturers Associates, Inc., has authorized the Debtor, through the Trustee, to use cash collateral which cash collateral which is subject to the security interests of Community Bank. Community Bank has claimed a duly perfected non-avoidable security interest in the Debtor's personal and fixture property and all goods and equipment. The Debtor, through the Trustee, is authorized to use up to, but not in excess of, $130,000 for those expenses and other items contemplated by the Order, and as specifically identified in the budget. The term for use of cash collateral will be for the shorter of: (a) Period of 30 days commencing on Nov. 1, 2017 and ending Nov. 30, 2017; or (b) Period commencing on Nov. 1, 2017 and ending on the Effective Date as defined in to the Amended Chapter 11 Plan. In exchange for the use of cash collateral, Community Bank is granted replacement liens in all after-acquired property of the Debtor, and that said liens will be of equal extent and priority to that which Community Bank enjoyed with regard to the estate’s property at the time the Debtor filed its Chapter 11 petition. Community Bank is also granted relief from the automatic stay to take whatever steps are necessary under applicable law to perfect any replacement liens granted under the order. However, it will not be necessary for Community Bank to take any steps to perfect such replacement lien, which will be deemed perfected pursuant to the order. A full-text copy of the Order, dated Nov. 2, 2017, is available at http://tinyurl.com/y8pazjl2 About Manufacturers Associates Manufacturers Associates, Inc., based in West Haven, Conn., filed a Chapter 11 petition (Bankr. D. Conn. Case No. 15-31832) on Nov. 2, 2015. The petition was signed by Anthony Parillo, Jr., president. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Julie A. Manning. Initially, the Debtor was represented by Peter L. Ressler, Esq., at Groob Ressler & Mulqueen, P.C. The Debtor is currently represented by Carl T. Gulliver, Esq., at Coan, Lewendon, Gulliver & Miltenberger, LLC, as general Chapter 11 counsel. The U.S. Trustee appointed Roberta Napolitano, Esq., as the Chapter 11 trustee for the Debtor's estate. She retained her own firm Ignal Napolitano & Shapiro, P.C., as counsel, and Erum Randhawa of Blum Shapiro & Co., P.C., as accountant. MARKET SQUARE: Allowed to Use Olson Cash Collateral Until Nov. 30 ----------------------------------------------------------------- The Hon. Janet S. Baer of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Market Square Hospitality, LLC to use the cash collateral of Thomas A. Olson on an interim basis solely for the period from the Petition Date through Nov. 30, 2017. This matter will be set for status on a further interim hearing on Nov. 28, 2017, at 10:00 a.m. The cash collateral may only be used by the Debtor in accordance with the Budget, plus a variation in the Budget not to exceed 10%. The approved Budget for the month of November 2017 provides expenses in the aggregate sum of $97,394. As of the Petition Date, the Debtor was indebted and liable to Thomas A. Olson under the Loan Documents in the aggregate principal amount of at least $6,191,958. Consequently, Mr. Olson holds valid, duly perfected, first-priority liens upon and security interest in and to all of the cash of the Debtor derived from the prepetition liens to the extent of his prepetition liens. To protect Mr. Olson from any diminution in the value of the prepetition collateral that may occur through the Debtor's use of the prepetition collateral, Mr. Olson will receive: (1) a replacement lien in the prepetition collateral and in the post-petition property of the Debtor of the same nature and to the same extent and in the same priority it had in the prepetition collateral, and (2) an additional continuing valid, binding, enforceable, non-avoidable, and automatically perfected post-petition security interest in and lien on all cash or cash equivalents. Mr. Olson will also have an allowed superpriority adequate protection claim to the extent that the adequate protection lien is not adequate to protect Mr. Olson against the diminution in the value of the prepetition collateral. A full-text copy of the Fifth Interim Order, dated November 2, 2017, is available at http://tinyurl.com/ydcd7jdq About Market Square Hospitality Market Square Hospitality, LLC, operates a hotel at 2723 Sheridan Rd, Zion, Illinois 60099, USA, known as "The Inn At Market Square". Market Square Hospitality filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 17-22394) on July 27, 2017, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by David Delach and Richard Delisle, managers. Judge Janet S. Baer presides over the case. Abraham Brustein, Esq., and Julia Jensen Smolka, Esq., at Dimonte & Lizak, LLC, serve as the Debtor's bankruptcy counsel. MCAADS.COM LLC: Expands Services of Kevin Tierney as Interim CFO ---------------------------------------------------------------- MCAAds.Com LLC and My Classified Ads LLC seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to expand services provided by financial consultant Kevin Tierney nunc pro tunc to October 16, 2017. The services authorized under the Employment Order are: a. evaluate the entire financial condition of the Debtor Companies in collaboration with Robert Wellen, Jr. P.A., who is currently handling the bookkeeping and preparation of the Bankruptcy Court reporting requirements. This will include: i. review/revise the current chart of accounts where needed. This will occur after the hiring of the to-be-hired CFO; ii. create ability for remote data access for Tierney. This will occur after the hiring of the to-be-hired CFO; iii. develop the ability to track gross contribution on a per client basis to assure profitability by client; and iv. address e. and f. below. b. guide and assist in the creation of a five-year pro-forma financial statement as the basis of any Plan of Reorganization with appropriate supporting documentation on a line-item basis; c. evaluate the cash flows of the debtor companies and to overlay any "Plan" proposals to determine viability of the "Plan"; d. identify and implement corrective actions to overcome any areas with weak financial controls, and to install appropriate management reporting to assure proper oversight; e. explore the possibility of creating an alternate payment system with the to-be-hired CFO that would be acceptable to publishers and other vendors so as to have the ability to make larger electronic payments in lieu of the use of a debit card; f. develop a plan with the to-be-hired CFO that can eventually wean the use of Fanning's personal credit cards to fund the Debtor's operations so as to properly attribute expenses to MCA and My Classified Ads; g. assist the debtors with cash management issues, budgeting, cash flow projections, and financial reporting; h. design a financial dashboard management reporting system that will immediately highlight those areas that are off plan so as to allow for more immediate corrective action. The dashboard management system will be conformed to the Proposed Plan of Reorganization in the month of November. Discussions between the to-be-hired CFO, Tierney and the external accountants will occur in the month of December 2017 to determine the internal accounting system changes that will be needed so that the two accounting systems for the two companies will be able to talk to each other and will be able to provide combined enterprise data for accounting reports and the proposed Dashboard management system. The goal is to have said Dashboard system on a dry-run by February 2018 and fully operational by no later than April 2018. i. assist in seeking out and hiring a permanent qualified Chief Financial Officer -- expected to require a minimum of 15-20 hours to screen and interview all candidates. Upon hiring, and subject to confirmation of the Plan, to advise the CFO in greater detail of all of the identified critical accounting and control issues that must be addressed in an improved accounting system consistent with the proposed Plan of Reorganization. Upon that hiring, Tierney shall oversee the CFO on an ongoing basis and shall function as a Strategic and Financial Consultant to monitor compliance to the Plan and make corrective actions as needed per attached Organizational Chart that was submitted in the Plan of Reorganization on October 13, 2017. Tierney shall also collaborate with the CEO on all matters that can improve upon the overall profitability of the enterprise and any areas that can improve upon the ultimate value of the combined enterprise. Tierney shall remain involved as long as is needed by debtor and the creditors for monthly oversite review of compliance to the Plan of Reorganization. From August 15, 2017, to October 15, 2017, Tierney provided these services to the Debtors. As a result, on October 13, 2017, the Debtors filed their joint plan of reorganization, joint disclosure statement, and multiple exhibits. Pursuant to the Joint Plan and Disclosure Statement, the Debtors will hire a chief financial officer by January 1, 2018, to take over the financial responsibilities of the Debtors, implement appropriate accounting system and procedures necessary to allow outside accountants to issue a Review Quality Statement for calendar years 2018 and 2019 and an audited financial statement for calendar year 2020. The Debtors estimate a reasonable salary for a competent CFO to be $100,000 per year. The Debtors seek authorization to expand Tierney's services to provide these services at a minimal level until the Debtors have identified a qualified applicant for the CFO position. Tierney estimates that these services should not exceed 8 hours in the month of October and 16 hours each in the months of November and December per month at $250 per hour, resulting in a monthly estimate of $ 2,000 for October, and $4,000.00 per month for each of November and December 2017. Mr. Tierney's address is: Kevin Tierney 31 Old Pasture Way Hendersonville, NC 28739 About MCAAds.com LLC MCAAds.Com, LLC and My Classified Ads, LLC, are small business debtors as defined in 11 U.S.C. Section 101(51D) that are engaged in advertising. MCAAds.Com and My Classified Ads filed Chapter 11 petitions (Bankr. M.D. Fla. Case Nos. 17-05179 and 17-05180, respectively) on June 14, 2017. Blaire Fanning, the Debtors' manager, signed the petitions. At the time of the filing, MCAAds.Com scheduled $537,689 in assets and $2,410,000 in liabilities. My Classified Ads disclosed $625,067 in assets and $2,390,000 in liabilities. Suzy Tate, P.A. represents the Debtors as bankruptcy counsel. The Debtors hired Lexium PLLC as special counsel and Robert Wellen, Jr. PA as accountant. MESOBLAST LIMITED: Had $62.9 Million in Cash as of Sept. 30 ----------------------------------------------------------- Mesoblast Limited filed with the Securities and Exchange Commission its quarterly report for the period ended Sept. 30, 2017. Mesoblast had cash and cash equivalents at the beginning of the quarter of US$45.76 million. Net cash used in operating activities was US$20.89 million. Net cash used in investing activities was US$83,000. Net cash from financing activities was US$38.44 million. At the end of the quarter, the Company had US$62.94 cash and cash equivalents. Mesoblast said it is in advanced negotiations with selected pharmaceutical companies with respect to potential partnering of certain Tier 1 product candidates. If Mesoblast enters into a binding transaction in the next quarter, Mesoblast expects that one effect of the transaction is that its cash reserves are likely to increase. Mesoblast does not make any representation or give any assurance that such a binding transaction will be concluded. In addition, Mesoblast expects its cash reserves to increase in the next quarter as it expects to receive the following income: - royalty income earned on sales of TEMCELL HS Inj. in Japan, and - interest income. Mesoblast has established an equity facility for up to A$120 million/US$90 million over the next two years, to be used at its discretion to provide additional funds as required. A full-text copy of the Quarterly Report is available at: https://is.gd/IHvmAT About Mesoblast Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO) is a global developer of innovative cell-based medicines. The Company has leveraged its proprietary technology platform, which is based on specialized cells known as mesenchymal lineage adult stem cells, to establish a broad portfolio of late-stage product candidates. Mesoblast's allogeneic, 'off-the-shelf' cell product candidates target advanced stages of diseases with high, unmet medical needs including cardiovascular conditions, orthopedic disorders, immunologic and inflammatory disorders and oncologic/hematologic conditions. Mesoblast Limited reported a net loss before income tax of US$90.21 million for the year ended June 30, 2017, compared to a net loss before income tax of US$90.82 million for the year ended June 30, 2016. As of June 30, 2017, Mesoblast had US$655.7 million in total assets, US$138.9 million in total liabilities and US$516.8 million in total equity. PricewaterhouseCoopers, in Melbourne, Australia, issued a "going concern" opinion on the consolidated financial statements for the year ended June 30, 2017, noting that Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. MICHELE MAYER: Proposes a Short Sale of Visalia Property for $205K ------------------------------------------------------------------ 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 29706 Road 162, Visalia, California for $205,000. 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 over-encumbered 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 ask through the Motion to adversely affect any creditor without their consent. 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 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 $205,000. The Subject Property is a 2-bedroom, 1-bathroom, 1184 sq. ft. single-family home with pole barn and fully fenced pastures. The Subject Property is in extreme disrepair. The kitchen has appliances but none of them are working, wood stove is in poor condition, the tile floor has broken tiles, and the carpet through the house is ruined. The Subject Property is encumbered by two deeds of trust. The first deed of trust is in favor of BSI Financial Services as a first position lien in the approximate amount of $186,947. The second deed of trust is in favor of IRBC-NCI2 Park Tree Investments, LLC as a second position lien in the approximate amount of $48,142. The total amount of encumbrances on the Subject Property is approximately $235,088. The Debtor has entered into an agreement with her lenders to "short sell" the Subject Property. The agreed gross sales price is $205,000. The Debtor has reached an agreement with BSI to settle its lien in full for $186,947 and has reached an agreement with IRBC to settle its lien in full for $4,400. The Debtor has received approval letters from BSI and IRBC confirming the agreement. The Short Sale Approval from BSI is subject to expiration on Nov. 25, 2017 and the Short Sale Approval from IRBC is subject to expiration on Nov. 30, 2017. However, the Debtor's real estate broker is in active discussions with BSI and IRBC, and is confident the expiration dates can be extended to allow the short sale to close if necessary. The commissions of $11,205 are to be paid to the brokers facilitating the sale, with other liabilities and costs of sale in the amount of $10,834, totaling $22,039. 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 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. Its 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. The Debtor 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. For these reasons, the Debtor asks that the Court 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_159_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. MNM HOLDINGS: Case Summary & Top Unsecured Creditors ---------------------------------------------------- Lead Debtor: MNM Holdings LLC 20 Scott Avenue Morgantown, WV 26508 Type of Business: MNM Holdings LLC, a small business debtor as defined in 11 U.S.C. Section 101(51D), is in the real estate leasing business. Founded in 1986, D&M Investments, Inc., operates public hotels and motels. Chapter 11 Petition Date: November 3, 2017 Affiliates that simultaneously sought Chapter 11 protection: Debtor Case No. ------ -------- MNM Holdings LLC 17-01104 D&M Investments, Inc. 17-01105 Court: United States Bankruptcy Court Northern District of West Virginia (Clarksburg) Judge: Hon. Patrick M. Flatley Debtors' Counsel: Salene Rae Mazur Kraemer, Esq. MAZURKRAEMER BUSINESS LAW 1800 Main Street, Suite 200 Canonsburg, PA 15317 Tel: 724-514-8920 Fax: 724-514-8954 E-mail: skraemer@bowlesrice.com salene@mazurkraemer.com Assets and debt: Estimated Estimated Assets Liabilities ---------- ----------- MNM Holdings LLC $1 million-$10 million $1 million-$10 million D&M Investments $1 million-$10 million $1 million-$10 million The petitions were signed by Alan B. Mollohan, managing member. A full-text copy of MNM Holdings LLC's petition, along with a list of seven unsecured creditors, is available for free at: http://bankrupt.com/misc/wvnb17-01104.pdf A full-text copy of D&M Investments, Inc.'s petition, along with a list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/wvnb17-01105.pdf MOREHEAD MEMORIAL: Asks Court to Extend Plan Filing to February 7 ----------------------------------------------------------------- Morehead Memorial Hospital asks the U.S. Bankruptcy Court for the Middle District of North Carolina to extend: (1) the deadlines for filing a plan of reorganization and disclosure statement for a period of three months, to February 7, 2018, and (2) the Debtor's exclusive periods for filing a plan and obtaining acceptances of such plan for a period of three months, to and including February 7 and April 9, 2018, respectively. The Debtor also owns and operates a 121-bed skilled nursing facility located at 117 East Kings Highway, Eden, North Carolina, 27288. After the Auction conducted on October 30, 2017, and after consultation with the Consultation Parties, the Debtor has determined that Empower iHCC, Inc. as the Successful Bidder and University of North Carolina Health Care System as the Next-Highest Bidder. The sale hearing related to the Auction has been scheduled for November 6, 2017. If approved, the sale of substantially all of the Debtor's assets is set to close within 60 days of the entry of an order approving the sale. Pursuant to the Bankruptcy Code, the Debtor's 120-day exclusive period extends through November 7, 2017, and the 180-day exclusive period extends through January 8, 2018. Given the current status of the Debtor's bankruptcy case, Morehead Memorial said it would be premature for the Debtor to file a plan and disclosure statement prior to November 7, 2017. Accordingly, the Debtor asserts that sufficient cause exists to justify its request to extend the plan-filing deadline and the Section 1121 exclusive periods for a period of three months. About Morehead Memorial Hospital Founded in 1924, Morehead Memorial Hospital -- http://www.morehead.org/-- is a North Carolina non-profit corporation that owns and operates a 108-bed general acute care community hospital on a 22-acre campus located at 117 East Kings Highway, Eden, North Carolina. Within the Hospital Real Property, Morehead Memorial also owns and operates a 121-bed skilled nursing facility. It also owns several other parcels of real property located in Eden that are contiguous to, or in the general vicinity of, the Hospital Real Property. Morehead Memorial Hospital filed for Chapter 11 bankruptcy protection (Bankr. M.D.N.C. Case No. 17-10775) on July 10, 2017, estimating its assets and liabilities at between $10 million and $50 million. The petition was signed by Dana M. Weston, the CEO. Judge Benjamin A. Kahn presides over the case. Thomas W. Waldrep, Jr., Esq., Jennifer B. Lyday, Esq., and Francisco T. Morales, Esq., at Waldrep LLP, serve as the Debtor's bankruptcy counsel. The Debtor also hired Womble Carlyle Sandridge & Rice, LLP, as special counsel; Grant Thornton LLP as financial advisor; Hanlon Hammond Camp LLC as investment banker and operational and strategic advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. On July 24, 2017, William Miller, the bankruptcy administrator for the Middle District of North Carolina, appointed an official committee of unsecured creditors. The Committee retained law firms Nelson Mullins Riley & Scarborough LLP, and Sills Cummis & Gross, P.C., as co-counsel. MUSCLEPHARM CORP: Wynnefield Has 10.7% Stake -------------------------------------------- The Wynnefield Reporting Persons said in a Schedule 13D/A filed with the Securities and Exchange Commission that they beneficially owned in the aggregate 1,631,305 shares of common stock of MusclePharm Corporation, constituting approximately 10.7% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 15,357,392 shares outstanding as of Aug. 1, 2017, as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the SEC on Aug. 14, 2017. The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons: Percentage of Number of Outstanding Name Common Stock Common Stock ---- ------------ ------------- Wynnefield Partners 754,237 4.9% Small Cap Value, L.P. I Wynnefield Partners 484,823 3.2% Small Cap Value, L.P. Wynnefield Small Cap 357,245 2.3% Value Offshore Fund, Ltd. Wynnefield Capital, Inc. 40,000 .3% Profit Sharing Plan Wynnefield Capital Management, LLC is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Nelson Obus and Joshua Landes are the co-managing members of WCM and, accordingly, each of Messrs. Messrs. Obus and Landes may be deemed to be the indirect beneficial owner of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own. Wynnefield Capital, Inc. is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own. The Wynnefield Profit Plan is an employee profit sharing plan. Mr. Obus and Mr. Landes are co-trustees of the Wynnefield Profit Plan and have the authority to direct the voting and the disposition of the shares of Common Stock that the Wynnefield Profit Plan beneficially owns. Accordingly, Mr. Obus and Mr. Landes may be deemed to be the indirect beneficial owners of the shares of Common Stock that the Wynnefield Profit Plan may be deemed to beneficially own. "The Wynnefield Reporting Persons are carefully reviewing the publicly disclosed actions of the Special Committee of the Board of Directors of the Issuer relating to the financing of the Issuer. The Wynnefield Reporting Persons hope they will fulfill their fiduciary duties in accordance with Nevada law and thoroughly evaluate all alternative proposals and options for recapitalizing the Issuer's debt and appropriately financing the Issuer to put it on a path toward stability and growth. The Wynnefield Reporting Persons are currently bound by an agreement with the Issuer containing standstill provisions which, among other things, prevent them from making an alternative proposal with other interested parties to the Issuer's Board of Directors, which has refused to waive such restriction. The standstill agreement also prohibits the Wynnefield Reporting Persons from publically criticizing the Issuer and its Board. The standstill provisions of the agreement expire on December 25, 2017, at which time the Wynnefield Reporting Persons expect to publicly comment further." A full-text copy of the regulatory filing is available at: https://is.gd/KB7aJb About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- http://www.muslepharm.com/-- develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. MusclePharm reported a net loss of $3.47 million on $132.5 million of net revenue for the year ended Dec. 31, 2016, compared to a net loss of $51.85 million on $166.9 million of net revenue for the year ended Dec. 31, 2015. As of June 30, 2017, MusclePharm had $29.75 million in total assets, $39.76 million in total liabilities, and a total stockholders' deficit of $10.01 million. NEW INSIGHT HOLDINGS: S&P Assigns 'B' CCR, Outlook Negative ----------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to New Insight Holdings Inc., the new parent entity resulting from the proposed merger of Research Now Group Inc. and Survey Sampling International LLC. The rating outlook is negative. S&P said, "At the same time, we assigned our 'B+' issue-level rating and '2' recovery rating to the company's senior secured first-lien credit facility. The '2' recovery rating indicates our expectation for substantial recovery (70%-90%; rounded estimate: 70%) of principal in the event of a default. "We also assigned our 'B-' issue-level rating and '5' recovery rating to the company's senior secured second-lien term loan. The '5' recovery rating indicates our expectation for modest recovery (0%-10%; rounded estimate: 10%) of principal in the event of a default." Research Now and Survey Sampling are coborrowers on the debt. The corporate credit rating and negative outlook reflect the merger's substantial execution risk, which we believe could lower the combined companies' free operating cash flow (FOCF) to debt to the 2% area over the next 12-18 months. S&P said, "Our rating analysis also considered salesforce consolidation negatively affecting core revenue growth, information technology platform integration delays, higher-than-expected restructuring charges, and cash flow volatility resulting from enterprise financial system assimilation. We could lower the rating if management is unsuccessful in integrating its operations and realizing cost synergies, resulting in FOCF to debt remaining thin." The negative outlook reflects the substantial execution risk in Research Now and Survey Sampling merging and integrating their operations onto one business platform. S&P expects FOCF to debt will be in the low-single-digit percentage area in 2018 and lease-adjusted leverage will be in the high-5x area. S&P said, "We could lower the corporate credit rating if New Insight Holdings' EBITDA growth through cost savings doesn't meet our expectations. This could occur if FOCF to debt remains in the low-single-digit percentage area on a sustained basis due to revenue declines or if a delayed or mismanaged cost-savings plan results in cost overruns and working capital swings. We could also lower the rating if the company pursues further financial sponsor rewarding activities such as special dividends. "We could revise the outlook to stable if the company successfully integrates the merged entities and shows substantial cost savings in its business platform, leading to FOCF to debt approaching 5% on a sustained basis." NORTHERN MEADOWS: Plan Confirmation Hearing Set for Nov. 17 ----------------------------------------------------------- The Hon. Timothy W. Dore of the U.S. Bankruptcy Court for the Western District of Washington has scheduled for Nov. 17, 2017, at 9:30 a.m. the hearing on Northern Meadows Development Co., LLC's plan of liquidation. Nov. 9, 2017, is fixed as the time for returning acceptances or rejections of the plan of liquidation and filing objections to confirmation of the Plan. As reported by the Troubled Company Reporter on Sept. 26, 2017, the Debtor filed with the Court a disclosure statement in support of its Chapter 11 plan of liquidation, dated Sept. 13, 2017, designed to accomplish the further liquidation of the Debtor's Estate and provide a mechanism for the Distribution of the proceeds of such liquidation to beneficiaries of the Estate in the form of holders of Allowed Claims and Allowed Equity Interests. Under the Plan, all of the Debtor's powers, assets, and property not transferred or distributed on or prior to the Effective Date of the Plan will vest in the Debtor. About Northern Meadows Northern Meadows Development Co., LLC, sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 16-13393) on June 27, 2016. The petition was signed by Stephen Brisbane, manager. Judge Timothy W. Dore is assigned to the case. The Debtor's counsel is Donald A. Bailey Attorney At Law. At the time of filing, the Debtor disclosed assets of $5.49 million and debt of $6.21 million. NUWELD INC: BB&T Blocks Approval of Plan Outline ------------------------------------------------ Branch Banking and Trust Company filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a limited objection to Nuweld, Inc., and Arc Tech, Inc.'s disclosure statement accompanying their joint plan of reorganization dated Sept. 20, 2017. BB&T is a secured creditor of the Debtors with perfected liens on substantially all of the Debtors' assets pursuant to BB&T's Loan Documents described more fully in the Plan including, without limitation, recorded mortgages, filed UCC-1 Financing Statements, perfected assignments and other means of perfection relevant to the class of collateral covered thereby. BB&T contends that the Debtors' Disclosure Statement is incomplete, misleading and/or lacks "adequate information" and, therefore, cannot be approved. Section 4.1 of the Disclosure Statement at Section 2(b) under the heading "Treatment" provides that, from August 4, 2017, until the Plan Confirmation Date, the Debtors will pay interest only on the BB&T Consolidated Loan balance; beginning on the Confirmation Date, and for the next 12 months thereafter, the monthly installment payment (covering interest and partial principal) will be exactly $40,000; and for years 2-5 under the Plan, the monthly installment payment on the BB&T Consolidated Loan will be the figure dictated by a 20-year amortization. However, the Nuweld Budget attached to the Disclosure Statement as Exhibit A provides for the payment of interest only through December 2018 and installments inconsistent with the referenced Plan provisions for the BB&T Consolidated Loan thereafter. Section 4.1 of the Disclosure Statement under the heading "Required Deliveries" requires the Debtors, not later than 20 days prior to the first scheduled hearing date on the Disclosure Statement, to deliver to BB&T: (a) a current and complete list of Excess Assets to be liquidated by the Debtors during the first year of the Plan and (b) a personal financial statement for Timothy and Marilyn Satterfield and a company financial statement for guarantor Smokey Mountain Properties, LLC, each fully completed as required under BB&T's Loan Documents. A schedule of Excess Assets approved by the Debtors and BB&T is to be attached as an exhibit to the Plan prior to confirmation. As of the filing of this Limited Objection, BB&T has not received either the list of Excess Assets or the personal or corporate financial statements required under the Plan. For the said reasons, Branch Banking and Trust Company respectfully requests that approval of the Debtor's Disclosure Statement be denied and requests such other and further relief as is just and appropriate. As previously reported by The Troubled Company Reporter, the Plan provides that from and after the Effective Date, the Debtors, may, without further court approval, use, sell, transfer, assign, abandon or otherwise dispose of any of the Debtors' remaining assets for the purpose of reorganizing the Debtors' estates and converting such assets to Cash, for the purpose of making distributions and fully consummating the Plan. Attorneys for Branch Banking and Trust Company, successor-in-interest to Susquehanna Bank: Robert W. Pontz, Esquire PA Attorney I.D. No. 56554 BRUBAKER CONNAUGHTON GOSS & LUCARELLI LLC 480 New Holland Avenue, Suite 6205 Lancaster, PA 17602 Telephone No. (717) 945-5745 Telecopier No. (717) 945-5764 E-Mail: bobp@bcgl-law.com About Nuweld, Inc. Williamsport, Pennsylvania-based Nuweld, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 16-02115) on May 18, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Timothy Satterfield, president. Judge John J Thomas presides over the case. Mark J. Conway, Esq., at the Law Offices of Mark J. Conway PC and Brian E Manning, Esq., at the Law Offices of Brian E. Manning serve as the Debtor's bankruptcy counsel. OCEANFRONT HOSPITALITY: Hires Estrella LLC as Attorney ------------------------------------------------------ Oceanfront Hospitality Group Inc. seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Paul Hammer, Esq., and the law firm of Estrella, LLC as Chapter 11 counsel. The Debtor has retained Paul Hammer, Esq., of the law firm Estrella, LLC, on the basis of a $3,000 retainer fee, which has been advanced by the Debtor, against which the law firm will bill on the basis of: -- $200 per hour, plus expenses, for work performed or to be performed by Paul Hammer, Esq. and the attorneys of Estrella, LLC; and -- $75.00 per hour for paralegal services. Paul Hammer, Esq., attorney in the law firm of Estrella, LLC, attests that he and the law firm Estrella, LLC, are disinterested persons or entities, as defined in 11 U.S.C. Sec. 101(14). The Firm can be reached through: Paul Hammer, Esq. Estrella, LLC PO Box 9023596 San Juan, PR 00902 Tel:(787)977-5050 Fax:(787)977-5090 E-mail: phammer@estrellallc.com About Oceanfront Hospitality Group Inc Oceanfront Hospitality's principal assets are located at 270 Ave. Munoz Rivera Local 1-E, Cond. Paseo Caribe San Juan, PR. Oceanfront Hospitality filed a Chapter 11 petition (Bankr. D.P.R. Case No. 17-05539) on August 7, 2017. The petition was signed by Julio Canales Figueroa, its president. The Hon. Mildred Caban Flores presides over the case. Paul James Hammer, Esq. at Estrella LLC represents the Debtor as counsel. At the time of filing, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. OMNI LION'S RUN: G. Hall's Capital Contribution to Fund Latest Plan ------------------------------------------------------------------- Omni Lion's Run L.P. and Omni Lookout Ridge, L.P., filed with the U.S. Bankruptcy Court for the Western District of Texas their third amended disclosure statement for their third amended joint plan of reorganization dated Oct. 27, 2017. This version of the plan classifies the unsecured claimants into three categories: Class 12A Claims - Allowed Unsecured Claims over $500 against Lion's Run, the holders of which do not elect to be included in Class 13. Each of the holders of Class 12A Claims will be paid their claims within three years in pro-rata payments at regular intervals no less often than quarterly at 5% interest. The Debtor may pay the debt to the Class 8 and Class 9 claims in full if it is able to refinance the property. If the Debtor does so, Class 12A claims will be paid in full at the time of such refinancing. The Debtor or Mr. Hall may, at their discretion, pre-pay any claim without penalty. Class 12A is Impaired. Class 12B Claims - Allowed Unsecured Claims over $500 against Lookout Ridge, the holders of which do not elect to be included in Class 13. Each of the holders of Class 12B Claims will be paid their claims within three years in pro-rata payments at regular intervals no less often than quarterly at 5% interest. The Debtor may pay the debt to the Class 8 and Class 9 claims in full if it is able to refinance the property. If the Debtor does so, Class 12B claims will be paid in full at the time of such refinancing. The Debtor or Mr. Hall may, at their discretion, pre-pay any claim without penalty. Class 12B is Impaired. Class 12C Claims - Allowed Unsecured, Contingent Claim of Austin Telco Credit Union. If the property of the borrower on the Diamond Terrace Note is sold at a foreclosure sale, the Debtors will jointly and severally pay any deficiency claim in 36 equal monthly installments thereafter. If the property of the borrowers on the LP Pylon Note is sold at a foreclosure sale, the Debtors will jointly and severally pay any deficiency claim in 36 equal monthly installments thereafter. Class 12C is impaired. The latest Plan requires substantial capital contributions from Mr. Gregory Hall, the Debtors' Principal. In order to meet his commitments under the Plan, Mr. Hall has entered into contracts for the sale of certain properties and is continuing to negotiate other refinancing and sales options. The Troubled Company Reporter previously reported that the Reorganized Debtors will make efforts to sell or refinance the Apartment Complex and pay off all creditors as provided for in the Plan -- which if successful will result in payment to creditors quicker than three years. After the Plan confirmation, the Reorganized Debtors will continue to own the Apartment Complexes, and will retain the right to sell the Apartment Complexes and will pay all creditors as provided under the Plan. A copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/txwb17-60329-148.pdf About Omni Lion's Run Omni Lion's Run, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-60329) on May 2, 2017. Drew G. Hall, its manager, signed the petition. Judge Ronald B. King presides over the case. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. Omni Lookout Ridge L.P. commenced its Chapter 11 case. (Bankr. W.D. Tex. Case No. 17-60447) on June 6, 2017. Hajjar Peters LLP serves as counsel to the Debtors. OPES HEALTH: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of OPES Health Channelside, LLC as of Nov. 3, according to a court docket. About OPES Health Channelside OPES Health Channelside, LLC, based in Tampa, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-08224) on Sept. 27, 2017. The Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Victor D. Cruz, as manager of Multi-Specialty Enterprises, LLC, manager of the Debtor. Buddy D. Ford, Esq., and Jonathan A. Semach, Esq., at Buddy D. Ford, P.A., serve as bankruptcy counsel to the Debtor. OSAGE WATER: Trustee Taps Lake of the Ozarks as Operations Manager ------------------------------------------------------------------ Jill D. Olsen, trustee of Osage Water Company, seeks authority from the U.S. Bankruptcy Court for the Western District of Missouri to retain Lake of the Ozarks Water and Sewer to operate and maintain the Debtor's water and sewer facilities. Services to be provided for the Wastewater Treatment Plant are: a. maintain records of sample testing, maintenance performed and operations; b. check function of pumps, blowers, i.e. flow, distribution, drainage, and odor; c. check function of float switches and adjust, if necessary; d. check function of alarm switches and adjust, if necessary; e. check operation of distribution valve, clean as necessary; f. check operation of re-circulating ball valve and adjust and clean as necessary; g. check discharge flow and record; h. add chlorine and de-chlorination tablets, as necessary; i. keep sand filter gravel clear of weeds; and j. keep area of the re-circulation tank trimmed by cutting weeds or spraying for weed control. For the drinking water system, the Lake of the Ozarks Water and Sewer will operate the water system in compliance with Missouri statutes 10 CSR 60. Billing services the operator will provide are: a. create and mail an invoice to each customer for water and/or sewer service on a monthly basis; b. collect payments from OWC water and sewer customers; c. send all monies collected to OWC representative weekly by Priority mail; d. provide a monthly report with the amount billed, amount collected and accounts receivable; e. provide office staff to answer customer billing questions; and f. provide 24 hour emergency number for water and sewer. Mechanical and electrical repair are billed at $85.00 per hour. For billing services, the monthly charge is $6,800.00 per month commencing November 1, 2017. The Operator maintains office at: Betty Boushie Lake of the Ozarks Water and Sewer 840 Thunder Mountain Rd. Camdenton, MO 65020 Phone: 573-346-2092 Fax: 573-346-4676 About Osage Water Company Osage Water Company is a public utility that is in the business of producing, purifying, treating and distributing water within Camden County, Missouri. The company currently holds real estate, water and wastewater systems located at Cedar Glen Condominiums, Chelsea Rose Subdivision, Harbor Bay Condominiums and Eagle Woods Subdivision. Osage Water's gross revenue amounted to $250,605 in 2016 and $255,285 in 2015. Osage Water Company, based in Clinton, MO, filed a Chapter 11 petition (Bankr. W.D. Mo. Case No. 17-42759) on October 11, 2017. The Hon. Cynthia A. Norton presides over the case. John C. Reed, Esq., at Pletz and Reed, P.C., serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated $75,585 in assets and $2.45 million in liabilities. The petition was signed by Gary V. Cover, receiver for the Company. OXFORD ASSOCIATES: Taps Pick & Zabicki as Legal Counsel ------------------------------------------------------- Oxford Associates Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Pick & Zabicki LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Partners $350 - $425 Associates $250 Paraprofessionals $125 Pick & Zabicki received a $15,000 retainer, plus $2,500 for the filing fees and expenses from Allied Contracting II Corp. Douglas Pick, 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: Douglas J. Pick, Esq. Pick & Zabicki LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 Fax: (212) 695-6007 Email: dpick@picklaw.net About Oxford Associates Group Inc. Oxford Associates Group Inc., a New York corporation, owns 39 residential cooperative units located along Warburton Avenue, Yonkers. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-12487) on September 5, 2017. George Kyriakoudes, 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 Mary Kay Vyskocil presides over the case. PAC ANCHOR TRANSPORTATION: Wants to File Ch.11 Plan by April 2018 ----------------------------------------------------------------- Pac Anchor Transportation, Inc., consisting of the merger of Pac Anchor Transportation Inc. and Green Anchor Lines, Inc., requests the U.S. Bankruptcy Court for the Central District of California to extend the exclusivity period to file a plan and disclosure statement from November 3, 2017 to at least until April 15, 2018. To file a plan and disclosure statement, enough time needs to pass to allow the Debtor to (1) utilize its new employment model to assess profitability and provide projections based on a reliable history of operational performance supporting feasibility of any proposed plan; (2) resolve the Lawsuit and Class Action; (3) evaluate the legitimacy of the claims that have been and/or will be filed against it; and (4) resolve any objections to any of the filed claims. The Debtor is currently in the process of exploring its option for resolving its Chapter 11 bankruptcy case. The Official Committee of Unsecured Creditors was formed on August 10, 2017, and has been requesting information concerning the Debtor's transactions with related parties. The Debtor has been working with the Committee to resolve its concerns, as well as work toward consensual resolution of this case. The exchange of information continues, and will likely do so, over the next several weeks. The Committee is still reviewing this information to obtain a better idea of the Debtor's financial condition. The Debtor has two state court lawsuits to resolve. One of those actions has been brought by the State of California for unfair business practices, and the other suit is a Class Action brought against the Debtor by the drivers employed prior to the bankruptcy filing. In addition to these lawsuits, the Bar Date for the general unsecured creditors holding claims not entitled to priority pursuant to 11 U.S.C. Section 507(a)(8) and secured claims has just expired on October 31, 2017. The Debtor is in the process of examining these claims to determine whether any objections are necessary. Further, the Debtor, the Committee and the individuals who commenced the Class Action have stipulated to an extension of time for the individuals who commenced the Class Action to file proof of claim until January 2, 2018. Additionally, the creditors holding claims pursuant to 11 U.S.C. Section 507(a)(8) have until January 2, 2018 to file proofs of claim. Therefore, the Debtor will not know the full extent of its liability, whether or not unliquidated and/or contingent, until after January 2, 2018. In addition, it is likely that the litigation with the State of California will come to trial during the first quarter or early in the second quarter of 2018 and certainty with respect to that claim -- although lacking in finality for purposes of collateral estoppel and res judicata should the Debtor choose to appeal -- will be more clearly in focus. Due to these issues, the Debtor says it will be unable to file a plan and disclosure statement before the expiration of the exclusivity period of November 3, 2017. While the Debtor is unsure when it will be able to file a plan and disclosure state, the Debtor believes that under the circumstances, an extension until April 15, 2018 is appropriate and justified. About Pac Anchor Transportation, Inc. Pac Anchor Transportation, Inc., was formed from the merger of Pac Anchor Transportation, Inc., and Green Anchor Lines, Inc. Pac Anchor is a trucking company located in Wilmington, California, that provides trucking services throughout the western United States. Pac Anchor filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-18213) on July 6, 2017. Alfredo Barajas, its president, signed the petition. At the time of the filing, the Debtor disclosed $12.08 million in assets and $11.24 million in liabilities. Judge Ernest M. Robles presides over the case. On Aug. 10, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. PACKARD SQUARE: Hires Swistak & Levine as Special Counsel --------------------------------------------------------- At the behest of Packard Square LLC, the U.S. Bankruptcy Court for the Eastern District of Michigan granted the Debtor's amended application to employ Swistak & Levine, PC as special counsel for the Debtor. Swistak & Levine, PC has previously represented the Debtor in connection with the matter entitled, CAN IV Packard Square LLC v. Packard Square LLC, Case No. 16-990-CB, Washtenaw County Trial Court. Based on this representation, the Firm has become intimately familiar with the real estate litigation matters affecting Debtor. Certain of these matters may be removed to the Bankruptcy Court. In addition, the Firm's advice and services will be critical to the Debtor's ability to complete the construction project and its restructuring efforts. All services will be performed only at the request of the Debtor. The Firm's services will not interfere with the Debtor's Bankruptcy Case. The Firm will charge its hourly rate of $265 plus costs and expenses. I. Matthew Miller, Esq., member of Swistak & Levine, 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. The Firm may be reached at: I. Matthew Miller, Esq. Swistak & Levine, PC 30833 Northwestern Hwy., Suite 120 Farmington Hills, MI 48334 Phone: (248) 851-8000 Fax: (248) 851-4620 About Packard Square Packard Square LLC owns a 360,000-square foot mixed-use development on a six-and-a-half acre site on Packard Street in Ann Arbor, Michigan. Once completed, the Company expects the project to be worth approximately $93,500,000. Packard Square is currently under receivership. A receivership case, CAN IV Packard Square LLC v. Packard Square LLC, Case No. 16-990-CB, Washtenaw County Trial Court, Honorable Archie C. Brown presiding, was filed, and on Nov. 1, 2016, McKinley, Inc., was appointed as receiver. To recover control of the project, Packard Square LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 17-52483) on Sept. 5, 2017, estimating $50 million to $100 million in assets and less than $50 million in liabilities. David G. Dragich, Esq., and Amanda Vintevoghel, Esq., at The Dragich Law Firm PLLC, serve as the Debtor's bankruptcy counsel. Swistak & Levine, P.C. has been retained as the Debtor's special counsel. As of Sept. 6, 2017, no request for appointment of a Chapter 11 trustee or examiner has been made and no official committee has been appointed. PANDA TEMPLE: Plan Confirmation Hearing Set for December 8 ---------------------------------------------------------- The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware will hold a hearing on Dec. 8, 2017, at 10:00 a.m., at 824 Market Street, 6th Floor, Courtroom 2, Wilmington, Delaware, to confirm the joint Chapter 11 plan of reorganization of Panda Temple Power LLC and Panda Temple Power Intermediate Holdings II LLC. Objections to confirmation of the Debtors' plan, if any, must be filed no later than 4:00 p.m., on Nov. 29, 2017. On June 29, 2017, the Court approved the adequacy of the Debtors' disclosure statement explaining their joint Chapter 11 reorganizational plan. The deadline to vote to accept or reject the plan was June 27. As reported by the Troubled Company Reporter on Aug. 7, 2017, under the plan, if holders of Class 5 general unsecured claims vote to accept the plan, each of them will receive its pro rata share of the "general unsecured claims cash amount," provided the pre-bankruptcy lenders holding unsecured deficiency claims tied to the credit agreement dated March 6, 2015, will not receive any recovery from the general unsecured claims cash amount. General unsecured claims cash amount means the lesser of (i) $150,000 and (ii) the aggregate allowed amount of general unsecured claims, excluding the unsecured deficiency claims, according to the plan. Meanwhile, if holders of Class 5 claims vote to reject the plan, each of them will receive its pro rata share of the "New Class A CVRs," provided that the pre-bankruptcy lenders holding unsecured deficiency claims will not receive any recovery from the New Class A CVRs. The restructuring plan contemplates certain transactions, which include the payment of allowed "DIP facility claims" in full in cash from the proceeds of exit loan. Panda Temple had previously received court approval to borrow up to $15 million under a debtor-in-possession facility credit agreement dated April 28, 2017, to get the companies through bankruptcy. The court order put in place certain restructuring milestones, including the filing of the plan and disclosure statement no later than May 26, and the confirmation of the plan no later than August 8. All cash necessary for Panda Temple and its parent to make payments under the plan will be obtained from their respective cash balances, including cash from operations, and the exit loan, according to the companies' disclosure statement filed on May 23. A copy of the disclosure statement is available for free at: https://is.gd/P4ov1w About Panda Temple Panda Temple Power, LLC, and Panda Temple Power Intermediate Holdings II, LLC, filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10839) on April 17, 2017. Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I Generating Station, a clean, natural gas-fueled, 758-megawatt combined-cycle electric generating facility located in Temple, Texas. The Temple I Project utilizes advanced emissions-control technology, making it one of the cleanest natural gas-fueled power plants in the United States. Employing "quick start" turbines, which can achieve 50% power production in 10 minutes and a full baseload capacity in 30 minutes, the Temple I Project can supply the power needs of up to 750,000 homes. The Temple I Project was originally financed with approximately $377 million of secured debt and $375 million of equity. Approximately $100 million of the equity investment was provided by Panda Funds, with the remaining $275 million provided by third party co-investors. Construction of the Temple I Project began in July 2012 and commercial operations commenced in July 2014. In March 2015, the original secured debt was refinanced with approximately $400 million of secured debt under the Prepetition Credit Agreement. Panda Temple Power Intermediate Holdings II, LLC is a holding company with no assets other than its ownership interests in Temple I. In 2016, the Debtors' total revenue from energy sales was approximately $71.9 million and its EBITDA was $17.8 million. The cases are pending before the Honorable Laurie Selber Silverstein. The Debtors hired Richards, Layton & Finger, P.A., and Latham & Watkins LLP as legal counsel; Latham & Watkins LLP, Inc., as co-counsel; Ducera Partners LLC as financial advisor; and Prime Clerk LLC as claims and noticing agent and administrative advisor. No official committee of unsecured creditors has been appointed. PANDA TEMPLE: Seeks Feb. 12 Exclusive Plan Filing Extension ----------------------------------------------------------- Panda Temple Power, LLC, and Panda Temple Power Intermediate Holdings II, LLC request the U.S. Bankruptcy Court for the District of Delaware to further extend the Debtors' exclusive periods to file a chapter 11 plan of reorganization and solicit acceptances of the plan each by approximately 90 days to February 12, 2018 and April 16, 2018, respectively. Prior to the Petition Date, the Debtors diligently evaluated, in consultation with their advisors, a number of options to address the Debtors' looming liquidity issues. Given the lack of alternatives and the fact that the vast majority of claims against the Debtors arise from the Prepetition Credit Facility, the Debtors focused their efforts on negotiations with an ad hoc group of Prepetition Lenders, which culminated in the execution of that certain Restructuring Support Agreement, dated as of the Petition Date. After the Petition Date, the Debtors filed the Plan and Disclosure Statement with the support of the Prepetition Lenders. The Debtors continue to work cooperatively with their Prepetition Lenders to reach consensus on the optimal corporate and capital structure of the Reorganized Debtors and are in the process of finalizing the documents to be included in the Plan Supplement. Since the Petition Date, the Debtors have addressed several complex and/or contested issues, including but not limited to: (a) The Debtors stabilized their business operations through various operational first day motions and orders. This allowed them to, among other things, pay certain critical vendors and continue using their cash management system. (b) The Debtors negotiated extensively with certain of the Prepetition Lenders regarding entry into the DIP Facility, and the Court entered interim and final orders approving the DIP Facility. (c) The Debtors filed their schedules and statements after compiling information from books, records, and documents relating to claims, assets, and contracts of each Debtor and amended such schedules and statements as appropriate. (d) The Debtors have worked closely with their financial advisor, Ducera Partners LLC, as well as the ad hoc group of Prepetition Lenders, to market and evaluate proposals for an exit financing facility, as contemplated by the Plan. In addition, the Debtors have made significant efforts to continue to resolve any open issues with the Office of the U.S. Trustee for the District of Delaware, their creditor constituencies, and certain third parties. From in-person meetings to frequent telephone conferences, the Debtors and their advisors have maintained regular contact with such parties on material matters. Accordingly, the Debtors believe that it is in the best interest of their estates and all parties in interest for the Debtors to continue to pursue confirmation of a consensual Plan. The Debtors believe cause exists to grant the extension of the Exclusive Periods to ensure a successful emergence from bankruptcy without the distraction of competing, third-party chapter 11 plans. Consistent with their fiduciary duties, the Debtors will use these extended Exclusive Periods to confirm the Plan, or, if necessary, to continue to negotiate with all interested parties to reach an alternative global settlement. The Debtors' substantial progress in negotiating with their creditors and administering their cases supports the extension of the Exclusive Periods. The Debtors assure the Court that they are not seeking an extension to pressure their creditors to take any action, but only to ensure that they can pursue emergence free from distraction. In fact, the Debtors have worked diligently in the prepetition and post-petition periods to maximize the value of their estates. The Debtors continue to work directly with creditors on Plan confirmation issues and other day-to-day issues facing the estates. Any responses or objections to the Debtors' Motion for exclusivity extension must be filed on or before November 17, 2017. If any objections to the Motion are received, the Motion and the objections will be considered at a hearing held on December 18 at 11:00 a.m. About Panda Temple Panda Temple Power, LLC, and Panda Temple Power Intermediate Holdings II, LLC, filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10839) on April 17, 2017. Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I Generating Station, a clean, natural gas-fueled, 758-megawatt combined-cycle electric generating facility located in Temple, Texas. The Temple I Project utilizes advanced emissions-control technology, making it one of the cleanest natural gas-fueled power plants in the United States. Employing "quick start" turbines, which can achieve 50% power production in 10 minutes and a full baseload capacity in 30 minutes, the Temple I Project can supply the power needs of up to 750,000 homes. The Temple I Project was originally financed with approximately $377 million of secured debt and $375 million of equity. Approximately $100 million of the equity investment was provided by Panda Funds, with the remaining $275 million provided by third party co-investors. Construction of the Temple I Project began in July 2012 and commercial operations commenced in July 2014. In March 2015, the original secured debt was refinanced with approximately $400 million of secured debt under the Prepetition Credit Agreement. Panda Temple Power Intermediate Holdings II, LLC is a holding company with no assets other than its ownership interests in Temple I. In 2016, the Debtors' total revenue from energy sales was approximately $71.9 million and its EBITDA was $17.8 million. The cases are pending before the Honorable Laurie Selber Silverstein. The Debtors hired Richards, Layton & Finger, P.A., and Latham & Watkins LLP as legal counsel; Latham & Watkins LLP, Inc., as co-counsel; Ducera Partners LLC as financial advisor; and Prime Clerk LLC as claims and noticing agent and administrative advisor. No official committee of unsecured creditors has been appointed. PETROQUEST ENERGY: Incurs $3.08 Million Net Loss in Third Quarter ----------------------------------------------------------------- Petroquest Energy, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss available to common stockholders of $3.08 million on $28.18 million of revenues for the three months ended Sept. 30, 2017, compared to a net loss available to common stockholders of $23.30 million on $17.09 million of revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, Petroquest reported a net loss available to common stockholders of $11.38 million on $73.20 million of revenues compared to a net loss available to common stockholders of $86.58 million on $50.23 million of revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2017, showed $159.52 million in total assets, $415.73 million in total liabilities and a total stockholders' deficit of $256.20 million. Petroquest stated in the Report that, "We have historically financed our acquisition, exploration and development activities principally through cash flow from operations, borrowings from banks and other lenders, issuances of equity and debt securities, joint ventures and sales of assets. However, our liquidity position has been negatively impacted by the prolonged decline in commodity prices that began in late 2014. In response to lower commodity prices we executed a number of transactions aimed at preserving liquidity, reducing overall debt levels and extending debt maturities. Through these transactions, which included two debt exchanges, we have eliminated all debt maturing in 2017 and have reduced total debt 27% from $425 million at December 31, 2014 to $308 million at September 30, 2017. In addition to extending the maturity on the majority of our debt that was due in 2017, our September 2016 debt exchange permits us to reduce our cash interest expense on our 2021 PIK Notes from 10% cash to 1% cash and 9% payment-in-kind for the first three semi-annual interest payments, which is expected to provide us with more than $30 million of cash interest savings during 2017 and 2018. Finally, in October 2016, we entered into a new $50 million Multidraw Term Loan Agreement maturing in 2020, replacing our prior bank credit facility." At Sept. 30, 2017, the Company had a working capital deficit of approximately $25.8 million as compared to a working capital deficit of approximately $37.8 million as of Dec. 31, 2016. The increase in working capital is primarily due to the redemption on March 31, 2017, of its remaining 2017 Notes. A full-text copy of the Form 10-Q is available for free at: https://is.gd/3oXDsP About PetroQuest Lafayette, La.-based PetroQuest Energy, Inc., is an independent energy company engaged in the exploration, development, acquisition and production of oil and natural gas reserves in East Texas, Oklahoma, South Louisiana and the shallow waters of the Gulf of Mexico. PetroQuest's common stock trades on the New York Stock Exchange under the ticker PQ. PetroQuest reported a net loss available to common stockholders of $96.24 million on $66.66 million of oil and gas revenues for the year ended Dec. 31, 2016, compared to a net loss available to common stockholders of $299.92 million on $115.96 million of oil and gas revenues for the year ended Dec. 31, 2015. * * * In June 2017, Moody's Investors Service withdrew all assigned ratings for PetroQuest Energy, including the 'Caa3' Corporate Family Rating, following the elimination of all of its rated debt. In October 2016, S&P Global Ratings raised the corporate credit rating on PetroQuest Energy to 'CCC' from 'SD'. The outlook is negative. "The upgrade reflects our reassessment of the company's corporate credit rating following the exchange of the majority of its outstanding 10% senior unsecured notes due September 2017 at par," said S&P Global Ratings credit analyst Daniel Krauss. The negative outlook reflects the company's current debt leverage levels, which S&P views to be unsustainable, as well as its less than adequate liquidity position. PHOENICIAN MEDICAL: Seeks Approval of Cash Collateral Stipulation ----------------------------------------------------------------- Phoenician Medical Center, Inc., Wells Fargo Bank, NA, and Par-Pal Family Limited Partnership Number One request the U.S. Bankruptcy Court for the District of Arizona to approve the terms and conditions set forth in the Stipulated Order Approving Use of Cash Collateral. The Debtor's operation requires the continued use of Wells Fargo's cash collateral in order to pay necessary and essential post-petition operating expenses. Absent the use of such cash collateral, the Debtor would not have sufficient operating capital to continue its operations. For this reason, the Parties request that the court approve the terms and conditions of the Stipulated Order authorizing use of cash collateral. Among the material terms and conditions of the Stipulated Order are: (a) The Debtor will pay to Wells Fargo the sum of $35,000 per month, commencing September 15, 2017 and ending December 15, 2017 (four months), as adequate protection payments. At the expiration of four mouths, Wells Fargo's consent to the use of cash collateral and the Debtor's right to use cash collateral will terminate, unless further extended by the Parties. (b) The Debtor is authorized to use the cash collateral up to and through a hearing, which may be requested by either party, solely to meet payroll obligations and to pay other expenses critical to the preservation of the Debtor and its estate, and to provide adequate protection payments to Wells Fargo. (c) The Debtor will deposit and segregate all cash, post-petition revenue, and account proceeds in separate bank accounts maintained with Wells Fargo Bank, N.A. and serving as its debtor-in-possession bank account. The Debtor may withdraw funds from the DIP Account as necessary to pay operating and essential expenses only in accordance with the Budget and the Order. The lien and security interests of Wells Fargo in the cash collateral will continue notwithstanding deposit in the DIP Account. The Budget provides total monthly expenses of approximately $1,299,862. (d) The Debtor will file with the Court on a timely basis all operating reports which are required to be filed under the Bankruptcy Rules and any applicable local bankruptcy rules of procedure. (e) The Debtor will promptly provide Wells Fargo with any financial information reasonably requested, including, current accounts receivable aging report, and a detailed listing of all accounts receivable as of the Petition Date and all outstanding payables. The Debtor will provide ongoing monthly reports of all accounts receivable, accounts payable, all disbursements of cash collateral, and monthly cash flow reports. (f) As additional adequate protection of the interest of Wells Fargo in the cash collateral, Wells Fargo is granted liens and security interests on all existing and hereafter acquired property and assets of the Debtor of every kind and character, including but not limited to, all post-petition accounts receivable, to the extent and in the same validity, priority and enforceability that Wells Fargo held their pre-petition lien on the pre-petition collateral. A full-text copy of the Motion, dated November 2, 2017, is available at http://tinyurl.com/yakxbqhj Attorneys for Wells Fargo Bank, NA: Lawrence E. Wilk, Esq. Jaburg & Wilk, P.C. 3200 N. Central Avenue, 20th Floor Phoenix, AZ 85012 Phone: 602.248.1000 Email: lew@jaburgwilk.com Attorneys for Arizona Sun Ventures, LLC and 1985 Don Carlos Investments, LLC: Paul M. Weiser, Esq. BUCHALTER 16435 North Scottsdale Road, Suite 440 Scottsdale, AZ 85254-1754 Attorneys for ARHC GFGBTAZ01 LLC William Novotny, Esq. James S. Rigberg, Esq. Dickinson Wright PLLC 1850 North Central Avenue, Suite 1400 Phoenix, AZ 85004 About Phoenician Medical Center, Inc. Phoenician Medical Center, Inc. is a privately held company in Chandler, Arizona. It owns East Valley Family Medical (EVFM) -- http://evfm.care-- a physician-based multi-specialty group specializing in internal medicine, family medicine, physical medicine and rehabilitation and general practice. It serves the Arizona East Valley communities of Mesa, Ahwatukee, Chandler, Tempe, Gilbert, and Apache Junction. EVFM has grown from one single provider in 1999 to over 30 providers with more than 140,000 active primary care patients today. Phoenician Medical filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-09946) on Aug. 24, 2017. The petition was signed by Paramvir S. Tuli, president. Phoenician Medical previously sought bankruptcy protection (Bankr. D. Ariz. Case No. 12-08771) on April 12, 2012. The Hon. Madeleine C. Wanslee presides over the 2017 case. The Debtor is represented by Donald W. Powell of the law firm Carmichael & Powell, P.C., as counsel. At the time of 2017 filing, the Debtor estimates $1 million to $10 million both in assets and liabilities. The Office of the U.S. Trustee on Oct. 17 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Phoenician Medical Center. PINPOINT WAREHOUSING: Allowed to Use Cash Collateral on Interim Bas ------------------------------------------------------------------- The Hon. Laura T. Beyer of the U.S. Bankruptcy Court for the Western District of North Carolina has entered an interim order authorizing Pinpoint Warehousing, LLC, to use cash collateral during the period beginning with the filing of its bankruptcy petition, and continuing through the date of the Final Hearing. A final hearing on the use of cash collateral will be held on Nov. 17, 2017 at 9:30 a.m. Any objections to the Debtor's use of cash collateral on a final basis are required to be filed and served by Nov. 15. The Debtor may use cash collateral only for ordinary and necessary business expenses consistent with the specific items and amounts contained in the Budget. The Debtor may vary from the Budget by 10% per line item on a cumulative basis. The Budget provides total cash disbursements of approximately $1,332,846 for a period of 6 weeks ending December 2, 2017. As adequate protection for the Sassano LE LLC's and LSQ Funding Group, L.C.'s interest in cash collateral, and to the extent the Debtor uses such cash collateral: (a) Sassano and LSQ Funding are granted valid, attached, choate, enforceable, perfected and continuing security interests in, and liens upon all postpetition assets of the Debtor of the same character and type, to the same extent and validity as the liens and encumbrances of the Lenders attached to the Debtor's assets pre-petition. Sassano's and LSQ Funding's security interests in, and liens upon, the post-petition collateral will have the same validity and priority as existed between Sassano, LSQ Funding, the Debtor, and all other creditors or claimants against the Debtor's estate on the Petition Date (taking into account, the terms of the Subordination Agreement executed by and between the Debtor, LSQ and Sassano dated January 28, 2016); (b) During the term of the Interim Order, the Debtor will pay monthly interest to Sassano as provided in the parties’ pre-petition Loan Agreement; (c) The Debtor will provide proof of insurance (including naming Sassano as loss payee or additional insured) as required in the parties' pre-petition Loan Agreement; and (d) Pursuant to section 507(b) of the Bankruptcy Code, if adequate protection of the interest of a holder of a claim secured by a lien on cash collateral of the Debtor is provided in the Interim Order and, notwithstanding such protection, such creditor has a claim allowable under section 507(a)(2) of the Bankruptcy Code arising from the stay of action against such cash collateral under section 362 of the Bankruptcy Code or the Debtor's use of cash collateral, then such creditor's claim under section 507(a)(2) of the Bankruptcy Code will have priority over every other claim allowable under that subsection. In addition, on or before November 13, 2017, the Debtor is directed to circulate a budget-to-actual cash usage report and an updated, detailed cash collateral budget to counsel for the parties. Said updated budget is to include a specific line item reflecting the dollar amount and payment date to AKF2 Shopton, LLC of post-petition rent for (i) the "stub" period from the Petition Date through October 31, 2017, and (ii) the period from November 1, 2017 through November 30, 2017. A full-text copy of the Order, dated October 31, 2017, is available at https://is.gd/zbcSDK About Pinpoint Warehousing Pinpoint Warehousing, LLC, f/k/a Pinpoint Warehousing, Inc. -- http://goppw.com-- is a privately held full-service warehousing company based in Charlotte, North Carolina. With over 30 years of experience, the Debtor provides streamlined warehousing, contract packaging, distribution, and order fulfillment processes to a wide variety of businesses across multiple industries. Serving Fortune 500, mid-sized, and start up companies, Pinpoint Warehousing offers total warehousing packages as well as individual services. Pinpoint Warehousing filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No. 17-31701) on Oct. 17, 2017, estimating its assets at up to $50,000 and liabilities at between $1 million and $10 million. The petition was signed by Harvey Gantt, president and CEO. Judge Laura T. Beyer presides over the case. Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, serves as the Debtor's bankruptcy counsel. POST GREEN FELL: Seeks to Hire Macdonald Fernandez as New Counsel ----------------------------------------------------------------- Post Green Fell, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Macdonald Fernandez LLP as its new legal counsel. The firm will assist the Debtor in administering its bankruptcy estate and will provide other legal services related to its Chapter 11 case. The firm will replace St. James Law, P.C. Macdonald has not finalized arrangements for compensation with the Debtor, which has applied for authority to provide the firm with a retainer of up to $100,000 from the cash collateral. The Debtor has agreed to pay the firm's standard hourly rates. The firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Macdonald can be reached through: Iain A. Macdonald, Esq. Reno F.R. Fernandez III, Esq. Matthew J. Olson, Esq. Macdonald Fernandez LLP 221 Sansome Street, Third Floor San Francisco, CA 94104 Tel: (415) 362-0449 Fax: (415) 394-5544 About Post Green Fell LLC Based in San Francisco, California, Post Green Fell LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 17-30314) on April 4, 2017. The petition was signed by Laurence F. Nasey, manager. The case is assigned to Judge Dennis Montali. At the time of the filing, the Debtor estimated its assets and debts at $10 million to $50 million. The Debtor says it has no unsecured creditors. The Debtor is an affiliate of 624 Stanyan Street, LLC that sought bankruptcy protection (Bankr. N.D. Cal. Case No. 16-30965) on Sept. 1, 2016. At the onset of the case, Post Green Fell hired St. James Law, P.C. as counsel. It later replaced the firm with Macdonald Fernandez LLP as new legal counsel. PRIME SIX: Stockholder to Contribute Minimum of $35K in New Plan ---------------------------------------------------------------- Prime Six, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of New York an amended disclosure statement, dated Oct. 27, 2017, in support of its amended Chapter 11 plan of reorganization. In this amended plan, the Debtor believes the principal value of its business lies in its ability to generate profits and to grow its sales, rather than liquidation of its used restaurant Equipment or the attempted sale of its Lease in current market conditions. The Debtor has researched comparable restaurant locations in Brooklyn currently on the market and concluded that the Lease if it could be sold or assigned, would generate little value to the Debtor or its creditors. Accordingly, the Plan provides for Stockholder Akiva Ofshtein's Cash Contribution of a minimum of $35,000 ($10,000 for the value of the Debtor's used equipment and$25,000 minimum to pay for the final Approved Fees of the Debtor's Professionals) together with the Stockholder's waiver of his annual salary for five years ($375,000) in exchange for his retention of his Equity Interest. The net Cash remaining from the sale of inventory is estimated at $2,000. Upon reconciliation of outstanding Claims against the estate by the Debtor and its Professionals, and the making of Distributions to Allowed Creditors under the Plan in accordance with the rule of absolute priorities and the Bankruptcy Code. In order for the Debtor's Plan to be implemented, the Stockholder will make a Contribution to the Debtor equal to 100% of the forced liquidation value of all of the Debtor's Equipment and Inventory (at least $10,000 plus Cash on hand on the day before the Effective Date estimated at $2,000). The Cash Contributed by its Stockholder will at least equal to the forced liquidation value of all of the Debtor's Assets (its Equipment, furniture, fixtures, etc.), as appraised by Senser Appraisal Associates' report dated Oct. 27, 2015, together with any net Cash remaining in the Debtor's bank or Premises from liquidation of its Inventory, to the Debtor. In addition, the Stockholder will remain personally liable for payment of those Tax Claims not otherwise paid in quarterly installments by the Debtor. Upon condition, that the Stockholder Contributes the abovementioned Cash, remains personally liable for all unpaid Tax Claims, and waives payment and contributes the reasonable value of his annual services as President estimated for five years, at no less than $75,000 per year (or an aggregate of $375,000) to be rendered to the Debtor without salary, the Stockholder will retain his Equity Interest in the Reorganized Debtor and the Debtor will be relieved of all liability for such claims or judgments, including the legal defense thereof, arising therefrom upon payment therefore in full. The Troubled Company Reporter previously reported that the Stockholder will make a cash contribution to the Debtor equal to 100% of the Appraised Forced Liquidation Value of All of the Debtor's Equipment and Inventory as of the Effective Date. The Debtor will transfer the Cash Contributed by its Stockholder in an amount at least equal to the appraised liquidation value of all of the Debtor's assets. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/nyeb1-17-40104-71.pdf About Prime Six Prime Six Inc. dba Woodland NYC, based in Brooklyn, N.Y., filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-40104) on Jan. 11, 2017. The Hon. Carla E. Craig presides over the case. Randall S. D. Jacobs, Esq., serves as bankruptcy counsel. In its petition, the Debtor declared $47,417 in total assets and $1.45 million in total liabilities. The petition was signed by Akiva Ofshtein, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb17-40104.pdf QUOTIENT LIMITED: Perceptive Life Owns 8.3M Ordinary Shares ----------------------------------------------------------- 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 owned 8,339,054 ordinary shares, nil par value, of Quotient Limited, constituting 17.4 percent of the shares outstanding. The ownership percentage is based on 45,571,748 outstanding shares of Common Stock, as communicated to the Reporting Persons by the Issuer. The Master Fund directly holds 6,033,020 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/LbAegu 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 Sept. 30, 2017, Quotient Limited had US$122.21 million in total assets, US$138.6 million in total liabilities and a total shareholders' deficit of US$16.37 million. 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. QUOTIENT LIMITED: Reports US$21.7 Million Net Loss for 2nd Quarter ------------------------------------------------------------------ Quotient Limited filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of US$21.69 million on US$5.91 million of total revenue for the quarter ended Sept. 30, 2017, compared to a net loss of US$17.35 million on US$6.14 million of total revenue for the quarter ended Sept. 30, 2016. For the six months ended Sept. 30, 2017, Quotient Limited reported a net loss of US$41.92 million on US$12.73 million of total revenue compared to a net loss of US$33.59 million on US$11.86 million of total revenue for the same period during the prior year. As of Sept. 30, 2017, Quotient Limited had US$122.21 million in total assets, US$138.59 million in total liabilities and a total shareholders' deficit of US$16.37 million. The Company stated in the filing, "Since our commencement of operations in 2007, we have incurred net losses and negative cash flows from operations. As of September 30, 2017, we had an accumulated deficit of $235.2 million. During the six month period ended September 30, 2017, we incurred a net loss of $41.9 million and used $32.7 million of cash in operating activities. As described under results of operations, our use of cash during the six month period ended September 30, 2017 was primarily attributable to our investment in the development of MosaiQ and corporate costs, including costs related to being a public company. "From our incorporation in 2012 to March 31, 2017, we have raised $70.6 million of gross proceeds through the private placement of our ordinary and preference shares and warrants, $132.8 million of gross proceeds from public offerings of our shares and warrants and $84.0 million of gross proceeds from the issuance of the Secured Notes. On April 10, 2017, we completed a public offering of 8,050,000 newly issued ordinary shares at a price of $6.00 per share which raised $48.3 million of gross proceeds before underwriting discounts and other offering expenses. As of September 30, 2017, we had cash and cash equivalents and short-term investments of $24.9 million, including $5.4 million of cash held in restricted accounts as part of the arrangements relating to our Secured Notes and the lease of our property in Eysins, Switzerland. "On October 24, 2017, we entered into subscription agreements for the private placement of (i) 7,874,683 newly issued ordinary shares at a subscription price of $4.64 per share, (ii) newly issued warrants, at a purchase price of $0.125 per underlying warrant share, exercisable for up to 8,414,683 ordinary shares at an exercise price of $5.80 per ordinary share, and (iii) newly issued pre-funded warrants at a purchase price of $4.755 per underlying pre-funded warrant share, exercisable for up to 550,000 ordinary shares at an exercise price of $0.01 per ordinary share. The aggregate gross proceeds were $40.2 million. If the warrants are exercised in full prior to their expiration on July 31, 2018, it would result in additional proceeds of $48.8 million. However, there can be no assurance that the warrants will be exercised." The Company has incurred net losses and negative cash flows from operations in each year since it commenced operations in 2007. At Sept. 30, 2017, the Company had available cash holdings and short-term investments of $19.5 million. According to the Company, it has expenditure plans over the next twelve months that exceed its current cash and short-term investment balances, raising substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/zP3A6O 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. 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. RAJYSAN INC: Panel Taps Force Ten Partners as Financial Advisor --------------------------------------------------------------- The Official Committee of Unsecured Creditors of the Bankruptcy Estate of Rajysan, Inc. dba MMD Equipment, seeks approval from the US Bankruptcy Court for the Central District of California, Santa Barbara Division, to retain Force Ten Partners LLC as the Committee's financial advisor. The Committee requested the firm's assistance to: a. secure and maintain a copy of the Debtor's books and records; b. determine the value of Debtor's remaining physical assets; c. determine other sources of recovery for unsecured creditors including avoidable transfers and other claims by reviewing the Debtor's books and records and source information, and estimate values of same; d. interpret and analyze the Debtor's monthly and other financial reporting; e. support the unsecured creditors, Committee and Committee's professionals' efforts to maximize recovery for unsecured creditors through financial and other analysis; and f. provide any other services mutually agreed upon by the Committee and Force 10. The Firm's current hourly billing rates are: Principals $450 to $650 Associates and Forensic IT $325 Paraprofessionals $225 Adam Meislik attests that his Firm is a "disinterested person" within the meaning of Bankruptcy Code Sec. 101(14). The Advisor can be reached through: Adam Meislik Force Ten Partners LLC 20341 SW Birch Street, Suite 220 Newport Beach, CA 92660 Phone: (949) 357-2360 Email: ameislik@force10partners.com About Rajysan Inc Founded in 1984, Rajysan, Incorporated, is a wholesale distributor of industrial machinery and equipment. The Simi Valley, California-based Company filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-11363) on July 29, 2017. The petition was signed by Gurpreet Sahani, its president. At the time of filing, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Judge Peter Carroll presides over the case. The Debtor is represented by Andrew Goodman, Esq., at Goodman Law Offices, APC. REDROCK WELL: Dec. 12 Plan Confirmation Hearing ----------------------------------------------- Judge Kevin R. Anderson of the U.S. Bankruptcy Court for the District of Utah issued an order approving RedRock Well Service, LLC's disclosure statement related to its plan of reorganization dated Sept. 1, 2017, as modified. Objections to confirmation of the Plan of Reorganization, as modified, must be filed no later than Nov. 24, 2017. A hearing on the confirmation of the Debtor's Plan will be held on Dec. 12, 2017, at 10:00 a.m. The Troubled Company Reporter previously reported that under the plan, unsecured creditors will receive $2,000 monthly payment over 36 months. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/utb16-29891-55.pdf About RedRock Well Service RedRock Well Service, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 16-29891) on November 8, 2016. The petition was signed by Randall G. Shelton, manager. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Kevin R. Anderson. Diaz & Larsen serves as the Debtor's bankruptcy counsel. RISE ENTERPRISES: Seeks 90-Day Extension of Exclusivity Periods --------------------------------------------------------------- Rise Enterprises, S.E., requests the U.S. Bankruptcy Court for the District of Puerto Rico for a 90-day extension of the period within which the Debtor has the exclusive right to file a Disclosure Statement and Plan of Reorganization, and to allow a term of 60 days after the order approving the Disclosure Statement is entered to procure the votes for the Plan. The Debtor asserts that there are still pending negotiations with its creditors that need to be resolved prior to the filing of the Disclosure Statement and Plan of Reorganization. Accordingly, the Debtor believes that any extension of time will not harm the creditors in this case but instead it will increase the possibilities of a successful reorganization. About Rise Enterprises Rise Enterprises, S.E., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-04678) on June 30, 2017. Ismael Falcon Ortega, partner, signed the petition. The Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Mildred Caban Flores presides over the case. Mary Ann Gandia, Esq., at Gandia-Fabian Law Office, serves as the Debtor's bankruptcy counsel. ROCKY MOUNTAIN: Files Resale Prospectus of 300 Million Shares ------------------------------------------------------------- Rocky Mountain High Brands, Inc., filed a Form S-1 registration statement with the Securities and Exchange Commission relating to the resale of up to 300,000,000 shares of its common stock to be offered by the selling stockholder, GHS Investments, LLC. These 300,000,000 shares of common stock consist of: * Up to 250,000,000 shares of common stock issuable to GHS under the terms of an Equity Financing Agreement dated Oct. 12, 2017; and * Up to 50,000,000 shares of common stock issuable to GHS under the terms of Secured Promissory Notes having a total face amount of up to $500,000. The Company's registration of the shares of common stock covered by this prospectus does not mean that the selling stockholder will offer or sell any of such shares of common stock. The selling stockholder may sell the shares of common stock covered by this prospectus in a number of different ways and at varying prices. GHS is an underwriter within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. The Company will bear all costs, expenses and fees in connection with the registration of the common stock. The selling stockholder will bear all commissions and discounts, if any, attributable to its sales of its common stock. The Company's common stock is quoted on the OTCQB tier of the electronic over-the-counter marketplace operated by OTC Markets Group, Inc. On Oct. 31, 2017, the last reported sales price for the Company's common stock was $0.02 per share. A full-text copy of the prospectus is available for free at: https://is.gd/uSwjc6 About Rocky Mountain Dallas, Texas-based Rocky Mountain High Brands, Inc. (OTCMKTS:RMHB) is a consumer goods brand development company specializing in developing, manufacturing, marketing, and distributing hemp-infused food and beverage products and spring water. The Company currently markets a lineup of five hemp-infused beverages. RMHB is also researching the development of a lineup of products containing Cannabidiol (CBD). The Company's intention is to be on the cutting edge of the use of CBD in consumer products while complying with all state and federal laws and regulations. Rocky Mountain reported a net loss of $9.27 million on $401,974 of sales for the year ended June 30, 2017, following net income of $2.32 million on $1.07 million of sales for the year ended June 30, 2016. As of June 30, 2017, Rocky Mountain had $1.27 million in total assets, $8.58 million in total liabilities, all current, and a total shareholders' deficit of $7.30 million. Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended June 30, 2017, noting that the Company has a shareholders' deficit of $7.304 million, an accumulated deficit of $26.15 million at June 30, 2017, and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. ROSEMAN UNIVERSITY: S&P Raises 2012/2015 Bonds Rating to 'BB' ------------------------------------------------------------- S&P Global Ratings has raised its long-term rating to 'BB' from 'BB-' on Public Finance Authority, Wis.' series 2012 and 2015 bonds, issued for Roseman University, which is located in Henderson, Nev. and South Jordan, Utah. The outlook is stable. "The raised rating reflects the school's improving operations and financial resource ratios, based on both fiscal 2016 and 2017 audited results, as well as the mitigation of some of the risks and operating expenses associated with its now-deferred medical college plan," said S&P Global Ratings credit analyst Jessica Wood. S&P said, "We have assessed the university's enterprise profile as very strong, based on its growing niche programs, strong graduate selectivity, and solid matriculation rates. We have assessed Roseman's financial profile as vulnerable, based on the university's significant leverage, high maximum annual debt service burden, and weak financial resource ratios. We believe the university's high amount of debt and aggressive growth strategy for a new college of medicine have heightened its risk profile. When we combine the enterprise and financial profile with the university's specialized focus on health care related fields, the indicative stand-alone credit profile is 'bb+'; however, in our view, the current long-term debt rating of 'BB' better reflects the university's significant debt load and debt burden compared to similarly rated peers." RPM HARBOR: Court Extends Plan Filing Deadline to November 9 ------------------------------------------------------------ The Hon. Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California extended the expiration date of RPM Harbor Services, Inc.'s exclusive period to file a Chapter 11 plan from September 25 to November 9, 2017. As reported by the Troubled Company Reporter on October 2, 2017, the Court entered a corrected order on September 25 moving through that day the expiration date of the Debtor's exclusive period to file a Chapter 11 plan of reorganization. That same day, the Debtor filed a motion seeking to extend the exclusivity period for 45 days from September 25 to at least until November 9. The Debtor said it hopes to emerge from the bankruptcy by confirming a plan, but in order to file a plan and disclosure statement, the Debtor needed ample of time to allow it to (1) resolve the claims filed against the estate, (2) make any necessary changes to its business model, and (3) assess profitability and provide projections supporting feasibility of any proposed plan. Due to these issues, the Debtor told the Court that it will be unable to file a plan and disclosure statement before the expiration of the exclusivity period on September 25. The Debtor said its major liabilities stem from disputed employment law claims brought by the Debtor's independent contractor drivers against the Debtor. Prior to its bankruptcy filing, the Debtor's business was based on an employment model which gave rise to a number of claims against it. In March 2017, 11 non-final Orders, Decisions or Awards ("ODA") of the Labor Commissioner were issued against the Debtor in favor of 11 independent contractor drivers of the Debtor for employment law violations -- based on misclassification of its drivers as independent contractors and deducting certain expenses from these independent contractor drivers' pay. Collectively, these ODAs are about $1,362,164. The Debtor claimed that its right to make a de novo challenge of the non-final awards remains available considering that the deadline to appeal the ODAs to the Superior Court of California for de novo review had not yet expired. Pursuant to the California Labor Code, the Debtor's right to invoke review of the ODAs is conditioned upon the posting of a bond or cash in the amount of $150,000 per award, because each award exceeds $10,000. Further, at the time of the filing of its bankruptcy case, three other claims had been filed with the Labor Commissioner seeking to obtain ODAs. The Debtor told the Court that these other actions have not been adjudicated. However, based upon publicly available information, the Debtor has determined that no single employer engaged in drayage of containers to and from the combined ports of Long Beach and Los Angeles has ever prevailed in any claim asserted by an individual driver before the Labor Commission. Additionally, the Debtor believed that there exist the possibility that further claims would have been filed with the Labor Commissioner had this bankruptcy case not been filed, as evidenced by the filing of five additional claims in this bankruptcy case before the expiration of the bar date fixed by the Court for filing proofs of claim -- June 12, 2017 was the deadline for filing proofs of claim by non-governmental entities. The Debtor claimed that as of September 25, 24 proofs of claim were timely filed in its bankruptcy case. The Debtor disputed 20 of the proofs of claim that have been filed by independent contractor drivers. Furthermore, the Debtor told the Court that it is currently evaluating the proofs of claim to determine the most efficient way to object to these claims. Moreover, because these claims are based upon allegations of improper labor practices, the Debtor is currently in the process of employing a special labor counsel to assist it in litigating these proofs of claim, and expects that it will file objections to the drivers' claims by the end of October 2017. The Debtor also said that an Official Committee of Unsecured Creditors was appointed on May 8, 2017, and the Debtor is currently working with the Committee and providing the Committee's counsel with the documents it has requested. While the Debtor sought a 90-day extension of its exclusivity, the Debtor and the Committee have agreed to a shorter extension, as a compromise in a stipulation the parties filed August 28. At the Status Conference held on September 7, the Court did not set a deadline to file objections to claims or a deadline to file a plan of reorganization and disclosure statement due to the circumstances of the Debtor's bankruptcy case. On September 13, however, the Court entered an order setting a status conference for November 16 at 10:00 a.m. While the Debtor is unsure when it will be able to file a plan and disclosure statement, the Debtor believed that a 45-day extension of the exclusivity period will allow the Debtor to start the process of resolving the claims filed against it and to continue to make any necessary changes to its business model. Further, the Debtor told the Court that this period is short enough that its creditors and the Committee can have assurance that the Debtor will continue diligently on the path of reorganization. About RPM Harbor Services Inc. Based in Long Beach, California, RPM Harbor Services Inc. provides container delivery to import and export customers in California. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-14484) on April 12, 2017. The petition was signed by Shawn Duke, its president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The case is assigned to Judge Julia W. Brand. Vanessa M. Haberbush, Esq., at Haberbush & Associates LLP, serves as the Debtor's counsel. The Official Committee of Unsecured Creditors of RPM Harbor Services, Inc., retained Levene, Neale, Bender, Yoo & Brill, LLP as counsel; and CohnReznick LLP, as financial advisor. RUNNING M RANCH: C. Crownover Seeks Appointment of Ch. 11 Trustee ----------------------------------------------------------------- Creditor Carol Crownover asks the U.S. Bankruptcy Court for the Eastern District of Oklahoma to direct the appointment of a Chapter 11 trustee in the bankruptcy case of Running "M" Ranch Trust. Nancy Crownover, Carol's former sister-in-law, is the person designated to discharge the duties of the Debtor as debtor-in-possession. Nancy testified at the 341 Meeting that she manages the day to day operations of the Debtor. Carol asserts that given her family relationships and past performance as controlling person of the Debtor, it would be unrealistic to expect Nancy to proceed in this case with the requisite independence to properly discharge her duties under the Bankruptcy Code and Rules. Melvin M. Crownover died on January 11, 2010. The Decedent had two children at the time of his death, Carol and her brother, Hugh Lee Crownover. Upon the Decedent's death, Hugh claimed that the Decedent left a holographic Last Will and Testament executed shortly before his death that purportedly left all his property to Hugh to the exclusion of Carol. Rather than attempt the probate of the holographic Last Will and Testament, and upon advice of counsel, Hugh filed a probate proceeding in Texas contending that the Decedent died intestate. The bulk of the Decedent's estate consisted of approximately 5,952.6 acres in Kinney County and Edwards County, Texas worth in excess of $4 million. On February 10, 2010, Hugh was appointed as Administrator of the Decedent's estate, and on February 11, the Probate Court entered an order determining that Hugh and Carol were each entitled to 50% percent of the personal and real property of the Decedent. On March 25, 2010, Carol, Hugh, and the children of Hugh and Nancy, Melvin Lee Crownover, and Mattie Elle Crownover entered into a "Family Settlement and Release Agreement." Pursuant to the terms of the Family Settlement Agreement, the parties agreed that in exchange for Carol's transfer of all her right, title and interest in the Ranch and other inheritances from the Decedent's estate, Carol would receive a Promissory Note in the principal amount of $1.2 million from the Decedent's estate along with certain mineral interests and that all remaining assets of the Decedent's estate will be distributed to Melvin Lee and Mattie Elle. The Family Settlement Agreement further provides that while the amounts were due and owing on the Note, "no distributions shall be made from the Decedent's estate to Melvin Lee and Mattie Elle or to Hugh as compensation for serving as Independent Administrator until the Note is paid in full." The parties to the Family Settlement Agreement also agreed that "no payments will be due on the Note until the earlier of: (1) the sale of the Ranch; or (2) on June 2, 2016." Upon the earlier of the sale of the Ranch or June 2, 2016, the Note would "be due and payable in full." In anticipation of their receipt of the assets of the Decedent's estate, Melvin and Mattie as settlors and beneficiaries executed the "The Running "M" Ranch Irrevocable Trust Agreement" that named Hugh and Nancy as trustees. The Trust Agreement provided that the Debtor was initially funded with $100, with the intent that it would accept and hold title to the Ranch. On April 12, 2010, Hugh, as Administrator of the Decedent's estate, executed an Administrator's Deed transferring the Ranch to the Debtor. The practical effect of the Family Settlement Agreement and the Trust Agreement is for Carol to exchange her inheritance from the Decedent's estate for the Note and for Hugh to give his inheritance from the Decedent to his children, Melvin and Mattie in trust, such trust to be controlled originally by Nancy and Hugh. On or about August 12, 2011, Hugh, acting as co-trustee of the Debtor, sold, transferred and conveyed the Ranch by Special Warranty Deed with Vendor's Lien to Jay W. Balentine and Darrell A. Apfell for the sum of approximately $4.2 million. The sale of the Ranch triggered the "due on sale provision" of the Note and commenced the accrual of annual interest on matured, unpaid amounts at a rate of 8% annually. Shortly after the sale, Hugh and Nancy, as co-trustees of the Debtor, made a payment to Carol on the Note in the amount of $25,000. Since that time, the Debtor has made three additional payments on the Note in the following amounts: $215,000 on November 14, 2011, $5,000 on March 31, 2014, and $40,000 on April 28, 2014. In August 2014, Hugh, after his divorce from Nancy, was removed by Nancy as co-trustee and no further payments have been made on the Note since April 2014. The Note balance as of February 17, 2017 is $1,526,841.72, with interest, cost and fees accruing daily thereafter. Carol relates that the bankruptcy case was filed on the eve of an anticipated adverse decision by the U.S. District Court for the Western District of Texas, Del Rio Division, in a lawsuit between the Debtor and Carol. The Texas Litigation was brought by Carol to collect on a matured promissory note in the original principal amount of $1.2 million wherein the Debtor is the obligor and Carol is the payee. Carol asserts that Nancy is attempting, through the Texas Litigation, to steal what is left of Carol's inheritance for the benefit of Nancy and her two children. Carol's efforts to recover on the promissory note have been challenged on every conceivable basis and the Debtor has spent hundreds of thousands of dollars unnecessarily on professional fees attempting to prevent Carol from collecting on her note, which was her primary inheritance from her father. Nancy testified that the Debtor has spent over $800,000 in legal fees in connection with the Texas Litigation. Carol claims that she is essentially the only creditor in the Debtor's case and Nancy admitted at the first meeting of creditors that Carol is owed no less than $745,000 by Debtor pursuant to her promissory note. However, Nancy has failed and refused to pay any of the amount admitted due to Carol. In addition, Carol is the only unsecured creditor listed on the Debtor's Schedules. Carol complains that Nancy's numerous conflicts and lack of requisite independence, her unrelenting greed, and her hard feelings toward Carol make her incapable of performing the Debtor's duties in an independent and disinterested way. Carol believes that it is impossible for Nancy to perform her fiduciary duties. The conduct of the Debtor, both prior to and after commencement of this bankruptcy case, have resulted in Carol having no confidence whatsoever in the Debtor's commitment or ability to protect Carol's rights. Given the substantial size of Carol's claim in comparison to any other creditors, Carol's ability to work constructively with a disinterested trustee is essential to a successful recovery for Carol. Carol believes that a disinterested, competent trustee is necessary to preserve the value of Debtor's estate. Carol claims that the present management of the Debtor is not competent to serve as debtor in possession for, inter alia, the following reasons: (a) The significant loss and diminution of value of Debtor prior to the commencement of this bankruptcy case; (b) Present management does not have the requisite financial or business acumen to manage Debtor's affairs; (c) Present management has violated the terms and provision of the Family Settlement Agreement and the order that approved the same; (d) Present management dissipated assets by pursuing a "scorched earth" strategy in the Texas Litigation; (e) Nancy cannot be expected to investigate her children and their dealings with the Debtor, collect debts from her children, and pursue litigation against her children; and (f) The appointment of an independent trustee is the choice of the only significant creditor in the case and is thus in the best interest of a majority of the creditors in this case. Attorney for Carol Crownover: Neal Tomlins, Esq. TOMLINS & PETERS, PLLC Southern Hills Tower Suite 305 2431 East 61st Street Tulsa, Oklahoma 74136 Phone: (918) 949-4411 Email: Neal@tplawtulsa.com About Running "M" Ranch Trust Running "M" Ranch Trust, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Okla. Case No. 17-80831) on July 28, 2017. The Petition was signed by Nancy Jane Crownover, co-trustee of the Running "M" Ranch Trust. 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. The Debtor is represented by Karen Carden Walsh, Esq., at Riggs Abney Neal Turpen Orbison & Lewis. The Debtor employs Klingenberg & Associates, P.C., as accountant. S & H ENTERPRISE: Taps Hinkle Law Firm as Legal Counsel ------------------------------------------------------- S & H Enterprise, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire Hinkle Law Firm, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the negotiation of financing agreements; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The attorneys who are expected to handle the case and their hourly rates are: Edward Nazar $300 Martin Ufford $265 W. Thomas Gilman $265 Nicholas Grillot $215 The firm received a retainer in the sum of $25,000 prior to the petition date. Hinkle and its attorneys do not hold or represent any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Edward J. Nazar, Esq. Hinkle Law Firm, LLC 1617 North Waterfront Parkway, Suite 400 Wichita, KS 67206-6639 Tel: 316-267-2000 Fax: 316-264-1518 Email: ebn1@hinklaw.com About S & H Enterprise LLC S & H Enterprise, LLC, is a privately held company in Hays, Kansas that owns in fee simple interest a real property located at 3310 Vine Street Hays, Kansas, valued by the Debtor at $1.48 million. The Debtor's gross revenue from rental income amounted to $93,475 in 2016 and $137,181 in 2015. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 17-12150) on October 31, 2017. Stephen D. Weilert, owner, signed the petition. At the time of the filing, the Debtor disclosed $1.5 million in assets and $1.61 million in liabilities. Judge Robert E. Nugent presides over the case. S & H ENTERPRISE: Wants to Use Cash Collateral Until June 2018 -------------------------------------------------------------- S & H Enterprise, LLC requests the U.S. Bankruptcy Court for the District of Kansas for authority to use its cash collateral and rents during the period commencing on the Petition Date through June 30, 2018. The Debtor does not have sufficient sources of working capital, including cash collateral, to continue the orderly operation of its business and administration of its estate. Accordingly, the Debtor's access to sufficient working capital and liquidity through the cash collateral is vital to the operation and maintenance of the Debtor's estate and is necessary to maximize the recovery to which creditors of the Debtor is entitled. The Debtor acknowledges that Astra Bank is the Plaintiff in a foreclosure action filed in the District Court of Ellis County, Kansas, styled Astra Bank, Plaintiff vs. S&H Enterprise, L.L.C., et al., Case No. 2017-CV-00002. A Judgment was granted on September 19, 2017 foreclosing personal judgment against S & H Enterprise, L.L.C. in the amount of $1,529,153.72 as of December 15, 2016. The judgment foreclosed the single real estate titled in S & H Enterprise, L.L.C. located at 3310 Vine Street, Hays, Kansas. The Debtor proposes to pay the non-default contract rate of interest for the months of November and December 2017, and thereafter commence a payment equal to a principal and interest payment ($9,250 per month) based upon a valuation of $1.5 million amortized over 25 years, with interest at the rate of 5.5%, which will be made by the period of January 2018 through June 30, 2018. The Debtor anticipates that a Plan of Reorganization will be confirmed by that date, which will amortize the outstanding real estate taxes due to the Ellis County Treasurer. In addition, the Debtor proposes the right to satisfy in full any secured debt due to Astra Bank at the expiration of any shorter term. About S & H Enterprise S & H Enterprise, LLC, is a privately held company in Hays, Kansas that owns in fee simple interest a real property located at 3310 Vine Street Hays Kansas 67601 valued by the company at $1.48 million. The company's gross revenue from rental income amounted to $93,475 in 2016 and $137,181 in 2015. S & H Enterprise, LLC filed a Chapter 11 petition (Bankr. D. Kan. Case No. 17-12150), on October 31, 2017. The petition was signed by Stephen D. Weilert, owner. The case is assigned to Judge Robert E. Nugent. The Debtor is represented by Edward J. Nazar, Esq. at Hinkle Law Firm, LLC. At the time of filing, the Debtor had $1.50 million in estimated assets and $1.61 million in estimated liabilities. SANTA CRUZ PLUMBING: Unsecured Will Get 9% Over 60 Months at 0% --------------------------------------------------------------- Santa Cruz Plumbing, Inc., filed with the U.S. Bankruptcy Court for the Northern District of California a disclosure statement dated October 3, 2017, referring to the Debtor's plan of reorganization dated September 20, 2017. Under the current plan, the general unsecured creditors are classified in Class 3. Claims under this Class totaled $1,762,324. Holders of claims under Class 3 will receive approximately 9% of their allowed claim to be distributed as a pro-rata distribution of $158,609.10. Specifically, holders of the general unsecured class will receive payments of $2,643.49 per month for a period of 60 months with interest rate of 0% beginning in month 53 after the Effective Date. This class is impaired by the Plan. Payments and distributions under the Plan will be funded by the Debtor's operating profits. A full-text copy of the Disclosure Statement, dated October 3, 2017, is available for free at https://is.gd/G3oAJ5 About Santa Cruz Plumbing Santa Cruz Plumbing, Inc., filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-50324) on Feb. 10, 2017. The petition was signed by Jason Stewart Allison, president. The Debtor disclosed total assets of $772,930 and total liabilities of $3.72 million at the time of the filing. The Hon. Stephen L. Johnson is the case judge. Lars T. Fuller, Esq., at The Fuller Law Firm, PC, is serving as counsel to the Debtor. SCHANTZ MFG: Permitted to Use Cash Collateral Through Jan. 1 ------------------------------------------------------------ The Hon. Laura K. Grandy of the U.S. Bankruptcy Court for the Southern District of Illinois has permitted Schantz Mfg., Inc. to continue its use of cash collateral through and including January 1, 2018. The Debtor may use cash collateral for payment of post-petition expenses only, except as otherwise ordered by the Court or agreed to by First Mid-Illinois Bank and Trust, whose cash collateral is being utilized for such payments. As of the Petition Date, Debtor was indebted to First Mid-Illinois Bank pursuant to: (a) A promissory note secured by a first lien on the real estate located at 13480 US Hwy 40, Highland, IL 622491 and further secured by a first lien in the business assets of the Debtor. The approximate current outstanding balance of the Real Estate Loan is $1,191,264.30 as of August 29, 2017; (b) A Business Manager Agreement in which First Mid-Illinois Bank purchased Receivables and is under the term of the Business Manager Agreement secured by a first lien in the business assets of the Debtor. The approximate current outstanding balance of the Business Manager Agreement is $223,514.90 as of August 29, 2017. As adequate protection, First Mid-Illinois Bank will receive valid, binding, enforceable, and duly perfected replacement security interests that are only valid and non-avoidable to the same extent that the pre-petition liens of First Mid-Illinois Bank are valid and non-avoidable. The security and priorities granted to First Mid-Illinois Bank will not affect or impair the separate existing collateral of all other creditors. As further adequate protection, First Mid-Illinois Bank will receive interest payments on their claims beginning November 1, 2017 in the amount of $10,400 per month. The First Mid-Illinois Bank will release to Debtor the Manufacturer's Certificates of Origin ("MCO's") for the following: (a) 2017 Schantz Millennium for Stephenson Family Concessions, VIN 1S9MT2124HH402080 (b) 2017 Schantz Millennium for Sonia's Latin Grill, Inc., VIN 1S9MT2128HH402082 The First Mid-Illinois Bank's release of the MCO's is without prejudice to its rights against the Debtor or any third party including but not limited to Michael Schantz, Stephenson Family Concessions or Sonia's Latin Grill, Inc. Moreover, the Debtor is required to: (a) execute and deliver to First Mid-Illinois Bank, as the case may be, such documentation reasonably requested by First Mid-Illinois Bank or their respective counsel as necessary or desirable to evidence Debtor's obligations and to perfect the liens and security interests granted in the Order; (b) immediately obtain and maintain adequate insurance on all the prepetition and post-petition assets, which insurance will be in such amounts and issued by such insurers as are satisfactory to Bank; (c) submit to reasonable reporting requirements in favor of First Mid-Illinois Bank regarding Debtor's use of cash collateral, which reports will include cash budgets, monthly reports of the Debtor's actual cash receipts and cash disbursements, monthly aging of the Debtor's accounts receivable, and monthly reports of the Debtor's cash balances. (d) First Mid-Illinois Bank will be allowed site visits upon telephone call notice to the Debtor. Further, First Mid-Illinois Bank and its representatives will have access for appraisals, environmental assessments and inventories. Further hearing on the Debtor's use of cash collateral and the Debtor's use of property subject to First Mid-Illinois Bank's liens and security interest will be held on December 7, 2017 at 9:00 a.m. A full-text copy of the Order, dated October 31, 2017, is available at https://is.gd/hBGyrl About Schantz Mfg. and Schantz Holdings Schantz Mfg -- http://www.schantzmfg.com/-- is a privately held company in Highland, Illinois that is engaged in the manufacturing of customized trailers. Schantz designs its trailers in a computer 3-D environment. Some of the ergonomic features of the trailers include retractable wheels, high capacity air conditioning and roof-mounted ice makers. Schantz was founded by Socrates Schantz 60 years ago. Schantz Mfg., Inc., and its parent, Schantz Holdings, Inc., filed Chapter 11 petitions (Bankr. S.D. Ill. Case Nos. 17-31471 and 17-31472) on Sept. 27, 2017. The petitions were signed by Mike Schantz, president of Schantz Mfg., Inc. At the time of filing, Schantz Mfg. estimated less than $50,000 in assets and $1 million to $10 million in debt, while Schantz Holdings estimated less than $1 million in assets and $1 million to $10 million in debt. The cases are assigned to Judge Laura K. Grandy. SCIENTIFIC GAMES: Reports $59.3 Million Net Loss for Third Quarter ------------------------------------------------------------------ Scientific Games Corporation reported a net loss of $59.3 million on $768.9 million of total revenue for the three months ended Sept. 30, 2017, compared to a net loss of $98.9 million on $720 million of total revenue for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, Scientific Games reported a net loss of $199.2 million on $2.26 billion of total revenue compared to a net loss of $242.9 million on $2.13 billion of total revenue for the same period a year ago. As of Sept. 30, 2017, Scientific Games had $7.06 billion in total assets, $9.03 billion in total liabilities and a $1.97 billion total stockholders' deficit. "This quarter each business segment achieved revenue and AEBITDA growth, we showcased industry-altering innovation at NASPL and G2E, we were named 'Industry Land-Based Supplier of the Year' and announced our intent to acquire NYX, the industry leader in digital real-money gaming and sports betting. We are excited by the acquisition of NYX and the opportunities to grow our digital business," said Kevin Sheehan, chief executive officer of Scientific Games. "We are growing our businesses, expanding our product portfolio, improving our processes, enhancing our operating margin, paying down debt, and delivering positive results." Michael Quartieri, chief financial officer of Scientific Games, said, "Our improved performance is enabling us to strengthen our balance sheet and lower our cost of capital. During the third quarter, we successfully extended our term loan maturity until August 2024 and reduced the term loan interest rate by 75 basis points. Additionally, we established a new benchmark with the issuance of our 5.000% senior secured notes due in 2025. At quarter-end, our net debt leverage ratio decreased to 6.7 times trailing twelve-month AEBITDA, down from 7.4 times a year ago. We remain committed to our path of deleveraging, while capitalizing on meaningful opportunities to grow our business." Net cash provided by operating activities decreased $41.4 million to $109.5 million, primarily reflecting a $107.1 million unfavorable change in various working capital accounts, partially offset by a $64.5 million increase in incremental net earnings adjusted for non-cash adjustments and other items. The most significant changes in working capital accounts were a $37 million increase in receivables reflecting the timing of collections, $30 million from the timing of interest payments due to the refinancing of our term loans and $30 million related to timing of vendor payments, partially offset by a $19 million decrease in inventory. The change in deferred income taxes and other is a result of the valuation allowance on its deferred taxes. Capital expenditures totaled $73.9 million for the quarter. For 2017, the Company continues to expect capital expenditures will be within a range of $280-$310 million, based on existing contractual obligations and planned investments. During the quarter, the Company modified its credit agreement, which lowered the term loan interest rate by 75 basis points and extended the term loan maturity to August 2024. A full-text copy of the press release is available for free at: https://is.gd/P1FRsV About Scientific Games Scientific Games Corporation (NASDAQ: SGMS) -- http://www.scientificgames.com/-- is a developer of technology-based gaming systems, table games, table products and instant games and a leader in products, services and content for gaming, lottery and interactive gaming markets. Scientific Games delivers what customers and players value most: trusted security, creative content, operating efficiencies and innovative technology. Today, the Company offers customers a fully integrated portfolio of technology platforms, robust systems, engaging content and unrivaled professional services. Scientific Games reported a net loss of $353.7 million in 2016, a net loss of $1.39 billion in 2015 and a net loss of $234.3 million in 2014. * * * As reported by the TCR on Oct. 4, 2017, Moody's Investors Service confirmed Scientific Games Corporation's ("SGC") 'B2' Corporate Family Rating and 'B2-PD' Probability of Default Rating. The confirmation of the 'B2' Corporate Family Rating reflects Moody's expectations that the proposed transaction, although primarily debt funded, does not materially change Moody's expectation for continued reduction in leverage from current levels, which is key to the company maintaining its existing rating. In July 2017, S&P Global Ratings affirmed its ratings on Scientific Games, including its 'B' corporate credit rating. The outlook is stable. "The affirmation of our 'B' corporate credit rating reflects our expectation for adjusted EBITDA coverage of interest to remain around 2x through 2018 and for the company to prioritize the use of free cash flow for debt repayment, which we believe partially mitigates currently high leverage. We are forecasting adjusted debt to EBITDA to be in the low- to mid-7x area in 2017 and around 7x in 2018, given our forecast for only modest EBITDA growth and debt reduction." SCOTT SWIMMING: Court Approves Disclosure Statement --------------------------------------------------- Judge Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut approved Scott Swimming Pools, Inc.'s disclosure statement to accompany its plan of reorganization dated Oct. 26, 2017. No later than 5:00 p.m. on Nov. 28, 2017, is fixed as the last day for returning written ballots of acceptance or rejection of the Plan. Dec. 5, 2017, at 2:00 p.m. is fixed as the date of the hearing to consider confirmation of the Plan in the United States Bankruptcy Court, 915 Lafayette Blvd., Room 123, Courtroom, Bridgeport, CT 06604. Written objections to the Plan must be filed with the court no later than 5:00 p.m. on Nov. 28, 2017. About Scott Swimming Pools Based in Woodbury, Conn., Scott Swimming Pools, Inc., constructs, sells and services swimming pools. Its offices and property are located at 75 Washington Road, Woodbury, CT. Scott Swimming Pools filed a chapter 11 petition (Bankr. D. Conn. Case No. 15-50094) on Jan. 22, 2014. James M. Scott, the Company's president, signed the petition. The case is assigned to Judge Alan H.W. Shiff. The Debtor tapped James M. Nugent, Esq., at Harlow, Adams, and Friedman, P.C., as bankruptcy counsel. The Debtor disclosed that it owed creditors $3.79 million. SEA CREST PALACE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Sea Crest Palace Diner as of Nov. 3, according to a court docket. About Sea Crest Palace Diner Sea Crest Palace Diner sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-75594) on September 13, 2017. The petition was filed pro se. 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. SED INTERNATIONAL: Plan Filing Deadline Moved to March 9 -------------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia extended SED International Holdings, Inc. and SED International, Inc.'s exclusive periods for filing one or more chapter 11 plan(s) and soliciting acceptances to the plan(s), to March 9, 2018, and May 8, 2017, respectively. This is the Debtor's third motion requesting for an extension of the exclusive periods. About SED International Founded in 1980, SED International Holdings, Inc., is a multinational, preferred distributor of leading computer technology, consumer electronics, and small appliance products. The company also offers custom-tailored supply chain management services ideally suited to meet the priorities and distribution requirements of the e-commerce, business-to-business and business-to-consumer markets. Headquartered near Atlanta, Georgia with business operations in California; Florida; Georgia; Bogota, Colombia and Buenos Aires, Argentina, SED serves a customer base of over 10,000 channel partners and retailers in the United States, Latin America, and Caribbean. On Feb. 24, 2016, Hill, Kertscher & Wharton, LLC, filed an involuntary petition for relief under Chapter 7 of the Bankruptcy Code against Holdings. Alan Rothman joined in the involuntary petition on March 31, 2016, and Brother International Corp. on April 6, 2016. On Sept. 14, 2016, the court converted the Chapter 7 case to one under Chapter 11 (Bankr. N.D. Ga. Case No. 16-53376). Based in Lawrenceville, Ga., SED International, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 16-66019) on Sept. 9, 2016, listing under $1 million in total assets and between $10 million to $50 million in liabilities. The petition was signed by Sham Gad, CEO. The Debtors' cases are being jointly administered under Case No. 16-53376. No official committee of unsecured creditors, trustee or examiner has been appointed in the cases. Robert J. Williamson, Esq., and Ashley Reynolds Ray, Esq., at Scroggins & Williamson P.C., serve as the Debtors' counsel. Finley, Colmer and Company was tapped by the Debtors to provide interim management services. Heritage & FB Consultant Group S.A.S. is the investment banker. SEMLER SCIENTIFIC: Incurs $41,000 Net Loss in Third Quarter ----------------------------------------------------------- Semler Scientific, Inc., reported a net loss of US$41,000 on US$3.60 million of revenue for the three months ended Sept. 30, 2017, compared to a net loss of US$362,000 on US$1.98 million of revenue for the three months ended Sept. 30, 2017. For the nine months ended Sept. 30, 2017, Semler Scientific reported a net loss of US$1.76 million on US$8.23 million of revenue compared to a net loss of US$2.33 million on US$5.11 million of revenue for the same period a year ago. At Sept. 30, 2017, the Company had US$3.87 million in total assets, US$7.45 million in total liabilities and a stockholders' deficit of $3.58 million. "Medical providers who want better clinical outcomes for their patients and better economics for their businesses are ordering QuantaFlo systems," said Doug Murphy-Chutorian, M.D., chief executive officer of Semler. "We are seeing revenue growth fueled by both new customers and our established base of business," he added. The major accomplishments of the third quarter were to: 1. Continue shipping new and expanded orders for QuantaFlo, the Company's vascular testing product, which resulted in quarterly revenue growth of 40% compared to the second quarter of 2017; and 2. Continue making additional investments in research and development, technical and clinical services to support an even larger and growing installed base of business. "We expect revenue from QuantaFlo to continue to grow due to an increasing number of installations resulting from new orders, higher average pricing as compared to its predecessor product and the recurring revenue business models that we employ. A significant number of orders were installed near the end of the third quarter of 2017 and will be billed beginning in October 2017, which we expect to result in continued quarterly revenue growth in the fourth quarter of this year. "In the fourth quarter and over the next several months, we expect expenses to continue to increase as the business expands. It is still our intent to grow revenue at a faster rate than expenses and to achieve, and then sustain, profitability. "Using our product, increasing numbers of medical providers are testing patients in accordance with the American Heart Association and American College of Cardiology guidelines," said Dr. Murphy-Chutorian. "The goal is to identify patients at risk for heart attacks and strokes, which in turn leads to the initiation of better preventive medical care," he concluded. A full-text copy of the press release is available at: https://is.gd/jmX3cM About Semler Scientific Semler Scientific, Inc. -- http://www.semlercientific.com/-- provides diagnostic and testing services to healthcare insurers and physician groups. The Portland, Oregon-based Company develops, manufactures and markets proprietary products and services that assist healthcare providers in evaluating and treating chronic diseases. Semler Scientific reported a net loss of $2.55 million on $7.43 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $8.50 million on $7 million of total revenue for the year ended Dec. 31, 2015. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has negative working capital, a stockholders' deficit, recurring losses from operations and expects continuing future losses that raise substantial doubt about its ability to continue as a going concern. SENTINEL MNGT: American Nat’l Entitled to $1.25MM from Reserves ----------------------------------------------------------------- The case FREDERICK J. GREDE, not individually but as Liquidation Trustee of the Sentinel Liquidation Trust, Plaintiff, v. AMERICAN NATIONAL TRADING CORP., Defendant, Case No. 09-cv-00137, (N.D. Ill.), is one of 11 closely related adversary proceedings brought by Frederick J. Grede, as Liquidation Trustee of the Sentinel Liquidation Trust, against former SEG 1 customers of Sentinel Management Group, Inc. The Defendants in the SEG 1 Cases are FCStone LLC, IFX Markets, Inc., IPGL Ltd., Farr Financial, Inc., Cadent Financial Services, Rand Financial Services, Country Hedging Inc., Velocity Futures, LLC, American National Trading Corp., ABN AMRO Clearing Chicago LLC, Penson Financial Futures, Inc., Penson Futures f/k/a Penson GHCO and Crossland LLC. The Complaints in all the SEG 1 Cases contain identical counts, allege the same core facts and transactions, raise the same issues, and make the same claims. These counts are: (1) Count I for avoidance and recovery of post-petition transfer; (2) Count II for avoidance and recovery of prepetition preferential transfer; (3) Count III for declaratory judgment regarding the ownership interest in the Reserve Funds held by the Trustee; (4) Count IV for unjust enrichment; and (5) Count V for reduction or disallowance of claims. All the SEG 1 Defendants have raised the same core defenses. Because of identical claims and common factual and legal issues, then-presiding Judge James B. Zagel concluded that the Sentinel SEG 1 litigation could best be resolved by using the "test case" approach. Judge Zagel approved Grede v. FCStone, Case No. 09-cv-136, as the test case for all the SEG 1 Cases. After more than nine years of litigation, the Seventh Circuit has rendered rulings that effectively dispose of the SEG 1 Cases. The Seventh Circuit's two opinions in the FCStone test case -- Grede v. FCStone, LLC ("FCStone I"), (7th Cir. 2014) and Grede v. FCStone, LLC ("FCStone II"), (7th Cir. 2017) -- have decided all of the Trustee's claims against the Trustee and in favor of FCStone and the other SEG 1 Defendants. These two opinions are legally binding on the Trustee in all of the SEG 1 Cases. On March 19, 2014, the Seventh Circuit found in favor of FCStone and reversed Judge Zagel's judgment, ruling that the post-petition transfer was authorized by the Bankruptcy Court and therefore that no avoidance action could be brought by the Trustee under 11 U.S.C Section 549(a). The Seventh Circuit also held that the pre-petition preferential transfer fell within both the "settlement payment" and "securities contract" safe harbor exceptions to claw back in section 546(e) of the Bankruptcy Code. The Seventh Circuit also denied the Trustee's cross-appeal for reinstatement of his unjust enrichment claim, affirming Judge Zagel's holding that the Trustee's unjust enrichment claim is preempted by federal bankruptcy law. While the Seventh Circuit reversed Judge Zagel's judgment for the Trustee, the Seventh Circuit did not specifically rule on the disposition of the Reserves. On remand, both FCStone and the SEG 1 Defendants filed motions for entry of judgment on Counts I, II, IV and V of the Trustee's Complaints. The Trustee and the SEG 1 Defendants (including FCStone) also filed competing motions for summary judgment on Count III (the Reserves). On March 28, 2016, Judge Zagel entered judgment for FCStone on Counts I, II, IV and V, but for the Trustee on Count III. The Trustee then appealed Judge Zagel's judgment on Count I. FCStone appealed Judge Zagel's judgment on Count III. On August 14, 2017, the Seventh Circuit ruled in favor of FCStone and against the Trustee on all the arguments presented by the parties on appeal. With respect to Count III, the Seventh Circuit reversed Judge Zagel's judgment in favor of the Trustee and ruled in favor of FCStone and the other SEG 1 Defendants. The Seventh Circuit held that: (a) the money maintained by the Trustee in the SEG 1 Reserve was customer property (as opposed to property of Sentinel's estate); (b) as a result, FCStone and the other SEG 1 Defendants are entitled to the funds in the SEG 1 Reserve and the funds in the Section 7.20(b) Disputed Claims Reserve; and (c) the SEG 1 Reserve funds and the funds in the Section 7.20(b) Disputed Claims Reserve must be distributed pro rata to FCStone and the other SEG 1 Defendants. Accordingly, the Hon. Rebecca R. Pallmeyer of the U.S. District Court for the Northern District of Illinois enters a judgment in favor of American National and against Frederick J. Grede, as Liquidation Trustee of the Sentinel Liquidation Trust, and directing the Trustee to pay American National its pro rata share of the SEG 1 Reserve and the Section 7.20(b) Disputed Claims Reserve. The Court notes that American National's total pro rata share of these Reserves is readily ascertainable. According to a reserve account summary that the Trustee recently provided to the SEG 1 Defendants, American National's pro rata share of the funds in the SEG 1 Reserve was $1,117,074 as of July 31, 2017. Moreover, according to the calculations of the SEG 1 Defendants, American National's pro rata share of the Section 7.20(b) Disputed Claims Reserve was $135,802 as of June 30, 2017. Thus, based on these calculations, the Trustee owes American National a total of $1,252,876, plus interest accruing from the date of the calculations. A full-text copy of the Decision dated October 16, 2017, is available at https://is.gd/1NCvWy from Leagle.com. American National Trading Corp. is represented by: Henry Karl Becker, Esq. Henry K Becker, Atty At Law 227 South Blvd Oak Park, IL, 60302-4711 Office (312) 278-3004 -- and -- Joanne Lee, Esq. Foley & Lardner 321 North Clark Street, Suite 2800 Chicago, IL 60654-5313 Phone: 312.832.4557 Email: jlee@foley.com About Sentinel Management Based in Northbrook, Illinois, Sentinel Management Group Inc. -- http://www.sentinelmgi.com/-- was a full service firm offering a variety of security solutions. The Company filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on Aug. 17, 2007. Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom & Moritz, Ltd., represented the Debtor. Lawyers at Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the Official Committee of Unsecured Creditors. When the Debtor sought bankruptcy protection, it estimated assets and debts of more than $100 million. On Aug. 28, 2007, the Court approved Frederick Grede as the Debtor's Chapter 11 Trustee. Marc I. Fenton, Esq., at DLA Piper US LLP, and Vincent E. Lazar, Esq., at Jenner & Block LLP, represent the Chapter 11 Trustee. The Court confirmed the Fourth Amended Chapter 11 Plan of Liquidation for Sentinel on Dec. 15, 2008, which created a Liquidation Trust. The Plan became effective Dec. 17, 2008, and Mr. Grede was appointed Liquidation Trustee. SIXTY SIXTY CONDO: Must File Amended Plan & Disclosures by Nov. 15 ------------------------------------------------------------------ Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida denies approval of the Second Amended Disclosure Statement and has given Sixty Sixty Condominium Association, Inc., until November 15, 2017, to file its Third Amended Plan of Reorganization and Third Amended Disclosure Statement. The Court will conduct a hearing to consider approval of the Third Amended Disclosure Statement on November 28, 2017 at 2:30 p.m. Written objections to the Third Amended Disclosure Statement must be filed by November 22. About Sixty Sixty Condominium Sixty Sixty Condominium is a mixed-use hotel/residential building located at 6060 Indian Creek Drive in Miami Beach, Florida. Sixty Sixty Condominium Association, Inc., a non-profit corporation, is responsible for, among other things, the management, operation, and maintenance of the Condominium's "Common Elements", and other obligations imposed by state statute. Sixty Sixty Condominium Association, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26187) on Dec. 5, 2016, listing $100,000 to $500,000 in total assets, and $1 million to $10 million in liabilities. The petition was signed by Maria Velez, president of the Board of Directors. The Hon. Robert A. Mark presides over the case. Brett D. Lieberman, Esq., at Messana, P.A., represents the Debtor as counsel. Juda Eskew & Associates, PA, serves as the Debtor's accountant. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. SKEFCO PROPERTIES: Taps Craig & Lofton as Legal Counsel ------------------------------------------------------- Skefco Properties, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to hire The Law Office of Craig & Lofton, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; give advice regarding any potential of its assets; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. Daniel Lofton, Esq., the attorney who will be handling the case, will charge $50 per hour for his services. His firm received a total of $500 prior to the petition date. Mr. Lofton is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Daniel Lofton, Esq. The Law Office of Craig & Lofton, P.C. 2400 Poplar Avenue, Suite 210 Memphis, TN 38112 Office: (901)526-7837 Fax: (901)526-0234 About Skefco Properties Skefco Properties, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tenn. Case No. 17-28262) on Sept. 19, 2017, disclosing under $1 million in both assets and liabilities. The Debtor hired Eugene G. Douglass, Esq., as co-counsel with The Law Office of Craig & Lofton, P.C. SNAP INTERACTIVE: Terminates Planned Merger With LiveXLive ---------------------------------------------------------- Snap Interactive, Inc., has terminated its merger agreement with LiveXLive Media, Inc. The merger agreement was terminated due to certain conditions of the agreement that were not fulfilled as of Oct. 27, 2017, which relieved SNAP of its obligations under the agreement. No termination fee is payable by SNAP in connection with the termination of the merger agreement. Alex Harrington, chief executive officer of SNAP, commented, "Though we recognized the potential benefits of a transaction with LiveXLive, we believe SNAP has substantial value creation potential as a stand-alone business. The acquisition interest from LiveXLive was a great validation of the potential of the SNAP enterprise, particularly recognizing the underlying value of our live video technology and new product initiatives. We continue to entertain strategic alternatives that may accelerate realization of value for shareholders while also delivering a strong pipeline of upcoming product enhancements and launches that will further our standing as an innovator in live video social networking applications." About Snap Interactive New York-based Snap Interactive, Inc. -- http://www.snap-interactive.com/-- is a provider of live video social networking and interactive dating applications. SNAP has a diverse product portfolio consisting of nine products, including Paltalk and Camfrog, which together host one of the world's largest collections of video-based communities, and FirstMet, a prominent interactive dating brand serving users 35 and older. The Company has a long history of technology innovation and holds 26 patents related to video conferencing and online gaming. On Oct. 7, 2016, Snap Interactive and its wholly owned subsidiary, Snap Mobile Limited completed a business combination with privately-held A.V.M. Software, Inc. and its wholly owned subsidiaries, Paltalk Software Inc., Paltalk Holdings, Inc., Tiny Acquisition Inc., Camshare, Inc. and Fire Talk LLC in accordance with the terms of an Agreement and Plan of Merger, by and among SNAP, SAVM Acquisition Corporation, SNAP's former wholly owned subsidiary, AVM and Jason Katz, pursuant to which AVM merged with and into SAVM Acquisition Corporation, with AVM surviving as a wholly owned subsidiary of SNAP. Snap Interactive reported a net loss of $1.45 million for the year ended Dec. 31, 2016, a net loss of $265,926 for the year ended Dec. 31, 2015, and a net loss of $1.65 million for the year ended Dec. 31, 2014. As of June 30, 2017, Snap Interactive had $25.78 million in total assets, $6.75 million in total liabilities and $19.03 million in total stockholders' equity. "We have historically financed our operations through cash generated from operations. Currently, our primary source of liquidity is cash on hand and cash flows from continuing operations. As of June 30, 2017, we had $4,614,619 in cash and cash equivalents, as compared to cash and cash equivalents of $4,162,596 as of December 31, 2016, and no long-term debt. "We are focused on reducing costs and increasing profitability following the Merger and we believe that our cash balance and our expected cash flow from operations will be sufficient to meet all of our financial obligations for the twelve months from the filing date of this Form 10-Q. It is possible that we would need additional capital in the future to fund our operations, particularly growth initiatives, which we expect we would raise through a combination of equity offerings, debt financings, other third-party funding and other collaborations and strategic alliances. Our future capital requirements will depend on many factors including our growth rate, headcount, sales and marketing activities, research and development efforts, and the introduction of new features, products, acquisitions and continued user engagement. "Our primary use of working capital is related to user acquisition costs, including sales and marketing expense and product development expense. Our sales and marketing expenditures are primarily spent on channels where we can estimate the return on investment without long-term commitments. Accordingly, we can adjust our advertising and marketing expenditures quickly based on the expected return on investment, which provides flexibility and enables us to manage our advertising and marketing expense. In addition, we allocate significant resources to product development in order to maintain and create new features and products which will enable a better user experience and increase interactions. "We are continuously evaluating and implementing cost reduction initiatives to manage the expense of our operations. During 2017, we plan to continue to reduce costs by consolidating vendors (including office space, payment processing, licensing agreements, etc.), consolidating advertising affiliate partners, consolidating internal departments (such as customer service) and by using incremental offshore product development resources," the Company said in its quarterly report for the period ended June 30, 2017. SPANISH ISLES: Unsecured Claimants Added in Trustee's Latest Plan ----------------------------------------------------------------- Margaret J. Smith, chapter 11 Trustee for the bankruptcy estate of Spanish Isles Property Owners' Association, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida an amended disclosure statement in connection with her proposed plan of reorganization, dated Oct. 27, 2017. The latest plan adds the unsecured claims of Marcia Hintz, Claim No. 3, in the amount of $35,928.70; Weintraub & Weintraub, Claim No. 4, in the amount of $12,628.86; Kaye Bender Rembaum, PL, Claim No. 5, in the amount of $132,069.15.; and Linda Scialo, Claim No. 8, in the amount of $26,058.40. The Trustee has objected to the Kaye Bender claim and thus, it will not be paid upon the Effective Date. Instead, a claim reserve representing the potential distribution amount for this claim will be funded upon Confirmation of the Plan. A full-text copy of the Amended Disclosure Statement dated Oct. 27, 2017, is available at: http://bankrupt.com/misc/flsb14-34444-752.pdf About Spanish Isles Property Owners Association, Inc. Spanish Isles Property Owners Association, Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 14-34444) on November 2, 2014, disclosing assets and liabilities of less than $1 million. The Debtor is represented by Brett A Elam, Esq. Judge Erik P. Kimball presides over the case. Margaret J. Smith was appointed as Chapter 11 trustee in the Debtor's case. Kristopher E. Aungst, Esq., at Tripp Scott, P.A., represents the trustee as legal counsel. No official committee of unsecured creditors has been appointed in the case. SPRAY FORCE: Hires Perez and Bonomo Law as Attorneys ---------------------------------------------------- Spray Force Systems Inc seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to hire Aileen Perez-Gjikova, Esq. and the Law Offices of Perez and Bonomo as Chapter 11 counsel. Spray Force says the firm is fully familiar with the facts and circumstances regarding the Debtor's bankruptcy filing and has represented the Debtor for approximately the past month with regard to matters arising out of bankruptcy and in attempting to negotiate with creditors. The firm has prepared, reviewed with the Debtor, and filed a voluntary chapter 11 bankruptcy petition on October 19,2017, and has been assisting the Debtor with regard to preparing monthly reports and setting up a DIP account. Ms. Perez-Gjikova's hourly fee for services in this matter is $475.00 per hour. The Counsel can be reached through: Aileen Perez, Esq Law Offices of Perez and Bonomo 11 State Street Hackensack, NJ 07601 Tel: (201) 820-2033 About Spray Force Systems Inc Based in Rockaway Park, New York, Spray Force Systems Inc filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-45368) on October 18, 2017, listing under $1 million in both assets and liabilities. The Debtor is represented by Aileen Perez, Esq. at Law Offices of Perez and Bonomo as counsel. SPRAY FORCE: Taps Perez and Bonomo as Legal Counsel --------------------------------------------------- Spray Force Systems Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Perez and Bonomo, LLC 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. Aileen Perez-Gjikova, Esq., the attorney who will be handling the case, will charge $475 per hour for her services. The firm can be reached through: Aileen Perez-Gjikova, Esq. Law Offices of Perez and Bonomo 11 State Street, Second Floor Hackensack, NJ 07601 Phone: 201-820-2033 Email: aperezesq@yahoo.com About Spray Force Systems Inc. Spray Force Systems Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-45368) on October 18, 2017. Jason Noto, its authorized representative, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. SUNSET PARTNERS: Use of Cash Moot Due to Appointment of Trustee --------------------------------------------------------------- In light of the appointment of a Chapter 11 Trustee on September 22, 2017, the Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts has entered an order declaring that Sunset Partners, Inc.'s and Bema Restaurant Corporation's Motion for Use of Cash Collateral is moot. A copy of the Order is available at: https://is.gd/LdUk71 About Sunset Partners Inc. Sunset Partners, Inc. is a Massachusetts corporation that owns and operates two Boston area restaurants: the Sunset Grill & Tap located at 130 Brighton Avenue, Allston, MA; and, the Sunset Cantina located at 916 Commonwealth Avenue, Brookline, MA. Affiliate Bema Restaurant Corporation, dba Patron's, is a Massachusetts corporation that owns and operates a Boston area restaurant called Patrons, which is located at 138 Brighton Avenue, Allston, Massachusetts. Sunset Partners filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-12178) on June 7, 2017, disclosing $1.05 million in total assets and $5.67 million in total liabilities. Bema Restaurant Corporation filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-12434) on June 29, 2017, disclosing $1.12 million in assets and $4.45 million in liabilities. The petitions were signed by Marc Berkowitz, president. The cases are jointly administered and assigned to Judge Joan N. Feeney. David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, served as bankruptcy counsel to the Debtors. Verdolino & Lowey, P.C., served as the Debtors' accountant. On September 25, 2017, Lynee F. Riley was appointed as the Chapter 11 trustee to the Debtors. The trustee hired Casner & Edwards LLP as counsel. SYU SING: Hires Cornish & Carey as Real Estate Broker ----------------------------------------------------- Syu Sing Investment, LLC seeks authority from the United States Bankruptcy Court for the Northern District of California in San Jose to employ Cornish & Carey Commercial, a California Corporation, dba Newmark Cornish and Carey, as its real estate broker for the purpose of listing the Debtor's real property at 2201 Lafayette St., Santa Clara, CA for sale and for lease. Newmark Cornish will be paid on a commission basis: a. 6% of the purchase price of the property on close of escrow or on transfer of the Property to be shared with the broker procuring the offer on the Property; b. If the Property is leased on a month to month basis, 50% of the first month's rent but no less than $1,000; c. If the Property is leased, 5% of the total basis rental for the first 60 months; 3% of the total base rental for the next 60 months and 1.5% of the total base rent for the balance of the term of the lease. Geri Wong, Senior Vice President at Newmark Cornish & Carey, attests that neither he nor Newmark Cornish hold or represent an interest materially adverse to the interest of the estate nor of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with or interest in the Debtor or for any other reason. The Broker can be reached through: Geri Wong, CCIM Newmark Cornish & Carey 2804 Mission College Blvd, Suite 120 Santa Clara, CA 95054 Tel: 408-987-4134 Fax: 408-988-6340 Email: gwong@newmarkccarey.com About Syu Sing Investment Syu Sing Investment, LLC's principal assets are located at 2201 Lafayette St Santa Clara, CA 95050-2934. It filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-51995) on August 21, 2017. The Debtor listed its business as a single asset real estate as defined in 11 U.S.C. Section 101(51B). The petition was signed by Yim Ho Leung, member. The Hon. Stephen L. Johnson presides over the case. The Debtor is represented by Lars T. Fuller, Esq., of The Fuller Law Firm. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. TEC-AIR INC: Authorized to Use Cash Collateral on Interim Basis --------------------------------------------------------------- Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern District of Illinois, upon the request of Tec-Air, Inc., has entered an interim order authorizing the use of cash collateral to pay the Debtor's ordinary and reasonable expenses of operating its business. As of the Petition Date, the Debtor is indebted to The Leaders Bank in the amount of $5,463,794 pursuant to that certain Amended, Restated and Consolidated Term Note and that certain Forbearance Agreement. The Debtor's obligations under the Leaders Notes are secured by all of the Debtor's rights, title and interest in and to all of the Debtor's inventory, equipment, accounts, chattel paper, instruments, letter-of-credit rights, investment property, deposit accounts, other rights to payment and performance, and general intangibles, including all products and proceeds relating to the foregoing property. In addition, the Debtor is indebted to Byline Bank in the amount of $2,250,281.48 pursuant to that certain Loan Agreement, that certain U.S. Small Business Administration Note and Security Agreement. The Leaders Bank is granted replacement security interests and lines upon all assets of the Debtor, excluding the PMSI Collateral. In addition, the Debtor will pay to The Leaders Bank: (a) monthly payments of interest, reasonable fees and other amounts due under the Leaders Notes, and (b) ongoing payments of Leaders Bank's reasonable fees, costs and expenses, including, without limitation, legal and other professional fees and expenses. Moreover, Leaders Bank is also granted an allowed superpriority administrative expense claim. To the extent of any diminution of the PMSI Collateral, Byline Bank is granted replacement security interests and liens upon the PMSI Collateral. The final hearing will be held on Dec. 14, 2017 at 10:00 a.m., at which time the Court will consider approval of the Debtor's use of cash collateral on final basis. A full-text copy of the Interim Order, dated Nov. 1, 2017, is available at http://tinyurl.com/yczspz4u About Tec-Air, Inc. Tec-Air, Inc., doing business as Tec Air, Inc. -- https://www.tecairinc.com/ -- manufactures, designs and develops injection molded plastic parts for the consumer appliance, automotive, off highway vehicle, industrial equipment, medical, air movement and HVAC industries. Tec-Air's 130,000 sq ft manufacturing facility, engineering lab, and business headquarters are located in Lake Business Center in Munster, Indiana. The company was founded by Richard E. Swin, Sr. in 1965. Tec-Air, Inc. sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 17-32273) on Oct. 27, 2017. The petition was signed by Robert J. McMurtry, president/chief executive officer. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The case is assigned to Judge Janet S. Baer. The Debtor tapped Michael H. Traison, Esq., Jason S. Steele, Esq., and Nicole Stefanelli, Esq., at Cullen and Dykman LLP as counsel. THORNTON & THORNTON: Unsecureds to Receive Full Payment in 2 Months ------------------------------------------------------------------- Thornton & Thornton Enterprises, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of Texas a disclosure statement, dated Sept. 29, 2017, to accompany its plan of reorganization. Class 5 under the plan consists of the Allowed General Unsecured Claims exceeding $10,000. The Claims in this class will be paid by the Debtor, once allowed, over 2 months in full in the amount of $150,247.11. The payments will commence on the first day of the month following the Effective Date and will continue on the first day of each succeeding month thereafter until the end of the payment term. This class is impaired. Class 6 consists of the Allowed General Unsecured Claims Not Exceeding of $10,000. The Claims in this class will be paid by the Debtor, once allowed, over 2 months in full in the amount of $26,998.23. The payments will commence on the first day of the month following the Effective Date and shall continue on the first day of each succeeding month thereafter until the end of the payment term. This class is impaired. Upon the Effective Date, all property of the Debtor and its Estate will vest in the Debtor, subject to the Allowed Secured Claims in this Plan. The funds necessary for the satisfaction of the creditors' claims will be paid from the funds generated by the previously approved and consummated sale of the principal assets of the Debtor. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txeb17-40759-46.pdf About Thornton & Thornton Thornton & Thornton Enterprises, Inc., doing business as, Twin Oaks Private School, is a small business debtor. It owns Twin Oaks Private School in the City of Allen, Collin County, State of Texas, valued at $712,009. It also owns a fee simple interest in a property located at 109 Fountaingate, Allen, Texas, 109 Fountaingate Blk A, Lot 2 with a valuation of $215,360. Thornton & Thornton Enterprises sought Chapter 11 protection (Bankr. E.D. Tex. Case No. 17-40759) on April 7, 2017. Misty Thornton, president, signed the petition. The Debtor disclosed assets at $1.22 million and liabilities at $2.10 million. The Debtor tapped Gary G. Lyon, Esq., at Bailey and Lyon, Attorneys at Law, as counsel. TRAVIS RAGSDALE: H-Hadami Buying Additional Dallas Parcel for $15K ------------------------------------------------------------------ Travis Wade Ragsdale filed with the U.S. Bankruptcy Court for the Northern District of Georgia an Addendum to the motion and notice filed on Oct. 13, 2017 of his proposed sale of real property consisting of approximately 13.33 acres at the corner of Cedarcrest Road and Seven Hills Connector, Dallas, Georgia, and is also described as Land Lot 533 of the 3rd District, 3rd Section of the Paulding County land record, to H-Damani Investment Group, LLC for $1,150,000. The closing of the sale described in the Motion is conditioned upon a contemporaneous closing on the sale by the Debtor of an additional parcel of unimproved and unencumbered land to the same Purchaser for an additional sales price of $15,000. The additional parcel is known as 11119 Cartersville Highway, Dallas, Georgia. A copy of the Lot Purchase and Sale Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Travis_Ragsdale_152_Sales.pdf The Debtor proposes to remit all net proceeds after payment of normal, customary, and necessary realtor commissions, closing costs, and pro-rated taxes, consistent with the Lot Purchase and Sale Agreement in the following manner, and subject to these terms and conditions which will be incorporated into the proposed Order on the Motion and the Addendum: a. That, prior to closing, upon the written request of any creditor, the United States Trustee, or party in interest, the closing attorneys for the proposed sale, Jeffrey A. Watkins, PC, will provide the requesting party a survey, legal description, and proposed HUD-1 showing all closing costs and the net proceeds. Upon approval by the requesting party or parties, the closing may be finalized, and the closing attorneys will immediately remit all net proceeds. b. Any net proceeds will first be applied to pay any amount necessary to satisfy the $1,140,000 payoff owed to Westside Bank on the sale of the Property described in the Motion. Any remaining net proceeds will be remitted directly to counsel for the Debtor to be held in the escrow account of, Brian R. Cahn & Associates, LLC maintained with Bank of America until further Order of the Court, following notice to, and opportunity to be heard by Westside Bank, Shannon Ragsdale, and any other creditors and parties in interest. c. In the event a party in interest does not approve of the legal description or HUD-1, then counsel for the Debtor may coordinate and schedule an expedited hearing on any remaining issues with notice to all interested parties and the United States Trustee. The Debtor asks that the Court, after due notice to all interested parties, proceeds with the Motion and the Addendum on the originally-scheduled hearing date of Nov. 7, 2017 at 9:25 a.m., and grant an Order authorizing the sale of 13.33 acres as described in Movant's original Application to Sell Real Property, and the additional lot described in the Addendum, subject to the negative notice terms and conditions described herein authorizing objections and further hearing by any creditor or party in interest prior to closing, and requiring net proceeds to be escrowed pending further Order. Travis Wade Ragsdale sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-40844) on April 14, 2015. TRIPLE J TOURS: Wants to Enter Into Lease Agreement With Charabanc ------------------------------------------------------------------ Triple J Tours, Inc., asks the U.S. Bankruptcy Court for the District of Nevada to authorize it to enter into the Equipment Lease Agreement with Charabanc, LLC for four coaches for five years at a rate of $4,000 per month per coach or $16,000. A hearing on the Motion is set for Nov. 29, 2017 at 1:30 p.m. Triple J Tours, Inc., the Chapter 11 Debtor and DIP has been operating as a tour coach business, providing transportation in buses of between 50 and 56 passenger capacity, to conventions and tours. In 2016, the company was hit with maintenance issues that were a double-edged sword. Not only was money being spent for repairs in the tens of thousands, there was a loss of income from either turning business down or subcontracting with other companies to provide the service. The Petition for Relief under Chapter 11 was filed on Feb. 21, 2017, as a result of three of the coaches being repossessed. Subsequent to the filing of the Bankruptcy Petition, the Debtor has been in the process of reorganizing. It has obtained new contacts from suppliers, such as fuel and tires, and has been subject to Orders of the Court requiring the surrender of seven coaches, two that were leased from Volvo Financial Services and the Advantage Funding Commercial Capital Corp. As a result, the Debtor has agreed to the Lease with Charabanc for four coaches for five years upon Court approval. The new lease is for newer and cheaper than the coaches that have been surrendered. Triple J has just agreed to a new lease agreement for four coaches, at a rate of $4,000 per month per coach or $16,000. The leases are for similar coaches as the Volvo Lease, which was rejected a month ago. The instant lease is for 2010 Volvo 9700 Motor Coaches and the lease for the two Volvo Financial Services Coaches were $12,358. So, for two coaches under the proposed lease versus what was being paid to Volvo Financial Services provides a savings of $4,358. The other provider of leases that have now been abandoned was Advantage Funding Commercial Capital Corp. which Triple J was obligated to pay $5,245 on the first least and $6,575 on the second lease, for a total monthly payment of $11,820 for two coaches. Again, the new lease would cost $8,000 for the two coaches, a savings of $3,820. The new lease saves the DIP $8,178 per month. The four Volvo 9700 Motor Coaches have the following Vehicle Identification Numbers: 3CET2M62XA5142481, 3CET2M629A5133395, 3CET2M628A5142476, and 3CET2M62XA5142478. The lease is for 60 months. The Lessor may seek to file a UCC-1 or other financing statement. The leases contemplate 45,000 miles of use per year and excess mileage will be at a rate of 40 cents per mile. There are ample business justifications to support the Court's allowance of Triple J to enter into the Equipment Lease Agreement. Most importantly, the Debtor needs buses to continue its business; without them, there would be no reorganization and the case would probably be converted to one under Chapter 7. The terms of the lease agreement are far superior than that Triple J entered into years prior to the filing of the Bankruptcy Petition and its financial difficulties. By entering into the Agreement, the Debtor will be able to operate and save over $8,000 per month than it would have with the rejected leases with Volvo Financial Services and Advantage Funding Commercial Capital Corp. easily satisfying the business judgment rule requirements. Finally, so that there is no delay in the use of the coaches, the Debtor asks that the Court waives the 14-day stay of an order authorizing the use, sale, or lease of property as required by Bankruptcy Rule 6004(h). A copy of the Lease Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/TRIPLE_J_TOURS_72_Sales.pdf The Lessee: CHARABANC, LLC 102 Colony Park Dr., Ste 700 Cumming, GA 30040 About Triple J Tours Triple J Tours, Inc., has been operating as a tour coach business, providing transportation in buses of between 50 and 56 passenger capacity, to conventions and tours. Triple J Tours, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-10762) on Feb. 21, 2017. The petition was signed by Jonathan Brazzell, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. V. CRUZ MD: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of V. Cruz, M.D., PLLC as of Nov. 3, according to a court docket. About V. Cruz, M.D. PLLC V. Cruz, M.D., PLLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-08466) on October 3, 2017. Victor D. Cruz, its manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. VASARI LLC: Wants to Obtain $1-Mil Postpetition Loans, Use Cash --------------------------------------------------------------- Vasari, LLC requests the U.S. Bankruptcy Court for the Northern District of Texas for permission to obtain a revolving line of credit up to an aggregate total amount of $1,000,000 in post-petition financing, to execute such post-petition financing promissory note payable to the Cadence Bank, N.A., as administrative agent on behalf of Cadence Bank, N.A., as well as, to use Cash Collateral on an interim basis. The proposed Budget provides total cash disbursements of $1,710,307 covering the week ending October 29 through week ending November 12, 2017. Among the material provisions of the proposed debtor-in-possession financing are summarized as follows: A. Guarantors: Vasari Management, LLC, EMP Vasari Holding LLC, and Vasari Corsicana, LLC. B. Pre-Petition Agent and Pre-Petition Lender: Cadence Bank, N.A. C. Aggregate Commitment: A maximum amount of up to $1,000,000 or such other amount provided in the DIP Financing Documents. However, the eligibility for the first draw under the DIP Loan is use of $275,000 in restricted cash held by the Pre-Petition Lender that will be released to the Debtor upon the entry of the Interim Order. D. Purpose: Borrowings under the DIP Financing Documents may be used solely for the purposes set forth in the Budget, and only up to the respective aggregate amount of disbursements set forth in the Budget for any week during the term of the Interim Order, subject to the permitted variances. E. Maturity Date: The calendar date which is the earliest to occur of: (a) April 6, 2018; (b) twenty-five days after the Petition Date if the Final Order has not been entered; (c) acceleration of the obligations under the DIP Facility has been advanced; (d) the indefeasible payment in full, in cash of all obligations owing under the DIP Facility after the full amount of the DIP Facility has been advanced; (e) the entry of an order by the Bankruptcy Court granting (i) relief from the automatic stay permitting foreclosure of any assets of any Debtor with a value in excess of $100,000 in the aggregate, (ii) the appointment of a trustee or an estate fiduciary or an examiner with special powers, or (iii) dismissing or converting the Chapter 11 Case; (f) the filing or support by any Debtor of a plan of reorganization other than the Proposed Plan that is not acceptable to the DIP Agent in its sole discretion on a material point; (g) enter of a Bankruptcy Court order granting liens or claims that are senior or pari passu to the liens granted in favor of the DIP Agent and/or DIP Lender under the DIP Financing Documents; and (h) such later date as is agreed to by the DIP Agent and/or DIP Lender under the DIP Financing Documents. F. Priority and Liens: To secure the DIP Facility, Cadence Bank, is granted priming, superpriority, continuing, valid, binding, enforceable, non-avoidable, and an automatically perfected post-petition lien and security interest in and on all of the Debtor's and the Debtor's bankruptcy estate's cash and cash equivalents, accounts, funds in any account of the Debtor, inventory, equipment, fixtures, general intangibles, intellectual property, all interests in real property, leaseholds, and interests in leaseholds, but subject and subordinate solely to the Carve Out. The DIP Lien will be valid, enforceable and of senior priority notwithstanding the validity, enforceability, priority, avoidability or any other infirmity of the Pre-Petition Lender's pre-petition lien and security interest. G. Carve-Out: The DIP Lien, Replacement Lien, and Super-Priority Claim will be subject to: (a) all fees required to be paid to the Clerk of the Court and to the U.S. Trustee; (b) to the extent incurred prior to the date of any Event of Default or other violation of the DIP Financing Documents or Interim or Final Orders, the allowed, unpaid post-petition fees and expenses incurred by professionals retained by the Debtor and any unsecured creditors' committee, if any, and only to the extent within the amounts set forth in the Budget for each professional; and (c) to the extent incurred after the date of any Carve-Out Termination Event, the allowed, unpaid post-petition fees and expenses of the Debtor and Committee professionals in an amount not to exceed $50,000 in the aggregate. In no event will the Carve-Out for each professional exceed the amount set forth for each in the Budget and in no event will the aggregate amount of all items included in the Carve-Out for professional fees and expenses exceed $230,000 (except for those payable to DIP Agent professionals, which will not be limited to the Budget). H. Adequate Protections: The Debtor is granting replacement liens in the pre-petition collateral to the extent of any diminution of the value thereof as well as paying interest payments equal to 1% plus the contract rate interest only payments when due under the Pre-Petition Loan Documents. As adequate protection to the Pre-Petition Lender for any diminution in value of the Pre-Petition Lender's interests in the pre-petition collateral, including cash collateral, the Pre-Petition Lender will be granted valid, perfected, first-priority, additional and replacement security interests in and liens upon all of the Debtor's right, title and interest in, to, and under (a) all assets in which the Pre-Petition Lender holds validly perfected liens as of the Petition Date; and (b) all of the Debtor's now owned and after-acquired real and personal property, assets and rights, of any kind or nature, wherever located, and the proceeds thereof, but subject and subordinate solely to the DIP Lien, and the Carve Out. In addition to the adequate protection liens, the Debtor also requests the ability to make interest only payments to the Pre-Petition Lender during this Bankruptcy Case as adequate protection for the use of the Pre-Petition Lender's collateral. A full-text copy of the Debtor's Motion, dated October 31, 2017, is available at https://is.gd/Qkc064 A copy of the Debtor's Budget is available at https://is.gd/WVbAEd About Vasari, LLC Vasari, LLC -- http://www.vasarillc.com/-- is a franchisee of the Dairy Queen restaurant with 70 locations in Texas, Oklahoma, and New Mexico. The Dairy Queen restaurants serve a normal fast-food menu featuring burgers, french fries, salads and grilled and crispy chicken in addition to frozen treats and hot dogs. Vasari, LLC d/b/a Dairy Queen filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-44346) on Oct. 30, 2017. The petition was signed by William M. Spae, Jr., president and chief executive officer. The case is assigned to Judge Mark X. Mullin. At the time of filing, the Debtor estimated $10 million to $50 million in assets and liabilities. The Debtor's attorney is Vickie L. Driver, Esq. at Husch Blackwell LLP. The Advantage Group Enterprise, Inc., serves as the Debtor's auctioneer. VELA'S 4 STARS: Guajardos Buying Brownsville Property for $370K --------------------------------------------------------------- Vela's 4 Stars, LLC, asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of commercial property, described as 6709 Paredes Line Drive, Brownsville, Texas, to Joel T. Guajardo and Radha Guajardo for $370,000. Creditor International Bank of Commerce - Zapata ("IBC-Zapata") holds a cross-collateralized first lien in the amount of $2,509,244 against the Property by virtue of the Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement dated Nov. 26, 2014, recorded under Document No. 2014-00043912 in the Official Records of Cameron County, Texas, in the original principal amount of $2,445,000, payable to IBC-Zapata. There are two additional properties that are secured by the Deed of Trust: (i) a commercial property located in Hidalgo County, Texas; and (ii) three undeveloped industrial lots located in Nueces County, Texas. Based upon the Proofs of Claim filed by Los Fresnos CISD and Cameron County, approximately $40,375 is owed to the ad valorem taxing entities for unpaid taxes on the Property. On Oct. 27, 2017, the Debtor entered into a contract to sell the Property to the Purchasers. The Purchasers' offer is the best that has been received for the Property and the sale price is consistent with the fair market value of the Property. Specifically, the Purchaser agrees to pay the Debtor the sum of $370,000 for the Property. They're prepared to pay $370,000 at the time of closing. They're not seeking or requiring financing from a third party. The earnest money is $3,000 to be deposited with Sierra Title Co., 1765 E. Price Road, Brownsville, Texas. The closing date for the transaction is Nov. 27, 2017. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Velas_4_Stars_38_Sales.pdf The Cameron County Appraisal District values the commercial property at $357,983 for the 2017 tax year. The Debtor asks that the Court authorizes the sale of the Property and that the sales proceeds be paid to cover the closing costs, realtor commissions, ad valorem taxes, outstanding association dues/fees (if any) with the balance paid to IBC-Zapata in full satisfaction IBC-Zapata's Deed of Trust lien secured by the Property. Specifically, it asks that the Court grants it the authority to sell the Property free and clear of all liens, claims, interests, and encumbrances. The Debtor submits that the sale is in its best interest of the Debtor, estates', and its creditors. The Debtor asks expedited relief because the sale of the Property is scheduled to close on Nov. 27, 2017. Accordingly, it asks that the notice and deadline for responses and objections, pursuant to Federal Rule of Bankruptcy Procedure 2002, be shortened to 15 days and schedule the hearing on the Motion for Nov. 20, 2107 at 9:00 a.m. and the deadline to respond to the Motion for Nov. 16, 2017. The Purchasers: Joel T. and Radha Guajardo 5210 Ridgeline Dr. Brownsville, RX 78526 IBC - Zapata is represented by: INTERNATIONAL BANK OF COMMERCE - ZAPATA Diann M. Bartek Jeana Long Dykema Cox Smith 1400 N. McColl Road, Suite 201 McAllen, TX 78501 E-mail: dbartek@dykema.com jlong@dykema.com About Vela's 4 Stars Vela's 4 Stars LLC, a company based in Donna, Texas, was created to own and manage real property assets. The properties have an aggregate current value of $3.54 million. Vela's 4 Stars sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-70282) on July 31, 2017. Juan R. Vela, president, signed the petition. At the time of the filing, the Debtor disclosed $3.54 million in assets and $2.53 million in liabilities. Judge Eduardo V. Rodriguez presides over the case. VERDUGO ENTERPRISES: Trustee Taps Lane & Nach as Legal Counsel -------------------------------------------------------------- Lynton Kotzin, Proposed Chapter 11 Trustee, seeks authority from U.S. Bankruptcy Court for the District of Arizona to retain Lane & Nach, P.C. as legal counsel for the Trustee. Legal services required of Lane & Nach are: a. consult with the Debtor, the United States Trustee, and other qualified representatives concerning the administration of the Debtor's estate; b. investigate the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of Debtor's business interests, and any matter relevant to the Debtor's case; c. participate in the Debtor's Chapter 11 case, including without limitation, the formulation of a Chapter 11 plan of reorganization and confirmation of that plan; d. advise and consult with Proposed Chapter 11 Trustee concerning Proposed Chapter 11 Trustee rights and remedies with regard to the estate's assets and the claims of secured, preferred and unsecured creditors and other parties in interest; e. appear for, prosecute, defend and represent Proposed Chapter 11 Trustee's interest in suits arising in or related to this case; f. investigate and prosecute avoidance actions and other actions arising under the Proposed Chapter 11 Trustee avoiding powers; g. assist in the preparation of such pleadings, motions, notices and orders as is necessary for the Proposed Chapter 11 Trustee to perform his requisite duties. Normal billing rates of Lane & Nach are: Attorneys: $345-$215 per hour Paralegals: $150- $95 per hour Adam B. Nach, member of Lane & Nach, P.C., attests that his firm and its associates do not hold any interest or connections to this estate, adverse or otherwise, or with the Debtor, creditors, or any other party-in-interest, their respective attorneys and accountants, the Proposed Chapter 11 Trustee, or any person employed in the Office of the United States Trustee; and, the law firm is a disinterested entity as defined in 11 U.S.C. Sec. 101(14). The Firm can be reached through: Adam B. Nach, Esq. LANE & NACH, P.C. 2001 E. Campbell Avenue, Suite 103 Phoenix, AZ 85016 Tel: (602) 258-6000 Fax: (602) 258-6003 Email: adam.nach@lane-nach.com About Verdugo Gift Company Founded in 2006, Verdugo Gift Company offers a wide selection of Home Decor, Garden Decor, Toys and Giftware items at affordable prices. The creditors of Verdugo Gift filed an involuntary Chapter 11 petition (Bankr. D. Ariz. Case No. 17-04370) on April 22, 2017. Judge Brenda K. Martin presides over the case. Jonathan P. Ibsen, Esq. at Canterbury Law Group, LLP stands as Petitioners' counsel. VILLAGE DEVELOPMENT: Hearing on Plan, Disclosures Set for Dec. 8 ---------------------------------------------------------------- Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico conditionally approved The Village Development Corporation's amended disclosure statement filed on Oct. 26, 2017. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. Any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan must be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan will be held on Dec 8, 2017, at 9:30 A.M. at the United States Bankruptcy Court, Jose V. Toledo Fed. Bldg. & U.S. Courthouse, 300 Recinto Sur, Third Floor, Courtroom 3, San Juan, Puerto Rico. About Village Development Headquartered in San Juan, Puerto Rico, The Village Development Corporation is a corporation and was organized under the laws of the Commonwealth of Puerto Rico on Aug. 6, 1999. It is engaged in the development, construction, and sale of residential units at the project known as "The Village". The Debtor is a single asset entity. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 16-02021) on March 15, 2016, listing $84,862 in total assets and $1.24 million in total liabilities. The petition was signed by Rafael E. Rodriguez Torres, president. William M. Vidal Carvajal, Esq., at William Vidal Carvajal Law Offices serves as the Debtor's bankruptcy counsel. WEST SPEEDWAY II: Lot Sale to Participating Investor to Fund Plan ----------------------------------------------------------------- West Speedway Phase II, LLC filed with the U.S. Bankruptcy Court for the District of Arizona its first disclosure statement for its first plan of reorganization dated Oct. 27, 2017, which will allow the Debtor to retain its properties and pay creditors. The Debtor's Plan proposes bringing in a Participating Investor to purchase Lot 13 in Phase I in the amount of $200,000, the sales proceeds from which will be used to pay real property tax claims. Should the real property taxes exceed $200,000, Investor will decide which lots' taxes are paid first. Additionally, Investor will fund an $800,000 loan to Debtor, which will be evidenced by a first position deed of trust against lots 12 and 18 in Phase I, and the 19 Phase II lots. The loan proceeds will be used to finalize improvements in Phase II, and pay the balance of any remaining real property taxes. Capitol, per the terms of the First Bankruptcy Plan, will subordinate its approximate $696,813 claim to Investor, evidenced by a new second position note and deed of trust against the Property. West Speedway Partners will have a claim in the amount of $2,050,000, evidenced by a new third position note and deed of trust against the Property. (As part of the First Bankruptcy Plan, Partners stipulated to reduce its claim to $2,000,000, plus a $50,000 advance for Tucson Electric Power, totaling a claim in the amount of $2,050,000.) The Investor will receive payments from sales proceeds, or alternatively, in exchange for the full satisfaction of its first position note and deed of trust in the amount of $800,000, Investor will choose four improved lots from either Phase I or Phase II when completed. Capitol will then receive 100% of the net proceeds from sales of the remaining lots after Investor has been transferred title to four lots in satisfaction of its claim. Once Capitol Indemnity Corp.'s claim is paid in full from lot sales, West Speedway Partners, LLC will be entitled to 100% of the net proceeds from lot sales until its loan is repaid in full. Class Eight under the plan consists of all general unsecured Non-Priority claims against the debtor. Debtor believes there is a claim in favor of Michael Baldwin in the approximate amount of $10,000. Each holder of a Class Eight Allowed Claim will be paid as if they were receiving payment as a result of being in Class Ten. Class Ten consists of all Allowed Claims by insiders for payment of or repayment of indebtedness of any nature or category. Class Ten Allowed Claims will be paid pro-rata from lot sales and will receive payment only after all Allowed Claims entitled to distribution are paid the Allowed Amount of their claims. The Debtor has made a variety of assumptions which have been the basis of its Plan of Reorganization. Those assumptions include (1) that the debtor will fund the plan by a Lot sale to Participating Investor and a subsequent loan from Participating Investor to complete further improvements to the Phase II lots; or (2) raise cash by the addition of a new member. These assumptions will be available to make debt service payments as proposed under the Plan. Actual operations of the business confirm these assumptions. Based on the cash flow projections prepared by the Debtor, the Debtor believes that the Plan satisfies the feasibility requirements of the Bankruptcy Code. A copy of the First Disclosure Statement is available at: http://bankrupt.com/misc/azb4-17-07478-39.pdf About West Speedway Phase II West Speedway Phase II, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 17-07478) on June 29, 2017. Judge Scott H Gan presides over the case. West Speedway Phase II is represented by Jeffrey M. Neff, Esq., at Neff & Boyer, P.C. West Speedway Phase II LLC, first sought Chapter 11 protection (Bankr. D. Ariz. Case No. 09-15664) on July 8, 2009, listing $1 million to $10 million in assets and $1 million to $10 million in liabilities. Eric Slocum Sparks, Esq., served as counsel in the 2009 case. West Speedway confirmed a Plan in the First Bankruptcy pursuant to an Amended Stipulated Order dated December 14, 2012. WESTMORELAND RESOURCE: Incurs $1.36 Million Net Loss in 3rd Quarter ------------------------------------------------------------------- Westmoreland Resource Partners, LP filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $1.36 million on $85.60 million of revenues for the three months ended Sept. 30, 2017, compared to a net loss of $4.27 million on $90.30 million of revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, Westmoreland Resource reported a net loss of $12.52 million on $241.46 million of revenues compared to a net loss of $27.55 million on $263.25 million of revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2017, showed $367.34 million in total assets, $409.58 million in total liabilities and a total deficit of $42.23 million. Westmoreland stated in the filing, "We anticipate that our cash from operations, cash on hand and available borrowing capacity will be sufficient to meet our investing, financing and working capital requirements for the foreseeable future. "Our business is capital intensive and requires substantial capital expenditures for, among other things, purchasing, maintaining and upgrading equipment used in developing and mining our coal, and acquiring reserves. Our principal liquidity needs are to finance current operations, replace reserves, fund capital expenditures, including costs of acquisitions from time to time, service our debt and pay quarterly cash distributions to our unitholders. Our primary sources of liquidity to meet these needs have been cash generated by our operations, borrowings under the 2014 Financing Agreement and availability under our Revolver. "Our ability to satisfy our working capital requirements, meet debt service obligations and fund planned capital expenditures substantially depends upon our future operating performance, which may be affected by prevailing economic conditions in the coal industry. To the extent our future operating cash flow or access to financing sources and the costs thereof are materially different than expected, our future liquidity may be adversely affected." A full-text copy of the Form 10-Q is available for free at: https://is.gd/5VKpH5 About Westmoreland Resource Oxford Resource Partners, LP, now known as Westmoreland Resource Partners, LP -- http://www.westmorelandMLP.com/-- is a producer of high value steam coal, and is the largest producer of surface mined coal in Ohio. Westmoreland Resource reported a net loss of $31.58 million on $349.3 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $33.68 million on $384.7 million of total revenues for the year ended Dec. 31, 2015. WILD CALLING: Hires Connolly & Lofstedt as Bankruptcy Counsel ------------------------------------------------------------- Wild Calling Pet Food, LLC seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ Connolly & Lofstedt, P.C. as Chapter 11 general bankruptcy counsel. The services that Connolly & Lofstedt will provide are: (a) advise the Debtor of its powers and duties as debtor-in-possession; (b) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, including but not limited to avoidance actions, the defense of any actions commenced against the Debtor, the negotiation of settlements concerning all litigation in which the Debtor is involved; (c) prepare on behalf of the Debtor, all necessary motions, applications, answers, orders, reports and papers in connection with the administration of the estate; (d) If requested, negotiate and prepare on behalf of the Debtor, a plan or plans permitted under Chapter 11 of the Bankruptcy Code and all related documents, including a disclosure statement, and prosecuting the plan through the confirmation process; (e) review and analyze claims against the bankruptcy estate and filing; (f) perform all other necessary or appropriate legal services in connection with the Chapter 11 case and in connection with any other matter as requested by the Debtor. The current hourly rates of Connolly & Lofstedt's attorneys are: Tom Connolly $375.00 Joli Lofstedt $340.00 The hourly rates of Connolly & Lofstedt's legal assistants are $125.00. Joli A. Lofstedt, Esq., attests that Connolly & Lofstedt is a disinterested person and does not hold or represent an interest adverse to the Debtor or the estate in matters upon which Connolly & Lofstedt is to be engaged. The Firm can be reached through: Joli A. Lofstedt, Esq. CONNOLLY & LOFSTEDT, P.C 950 Spruce Street, Suite 1C Louisville, CO 80027 Tel: (303) 661-9292 Fax: (303) 661-9555 Email: joli@clpc-law.com About Wild Calling Pet Food, LLC Wild Calling Pet Food, LLC -- http://wildcalling.com-- is a relatively new company in the pet food manufacturing industry. Based in Greeley, Colorado, the family-owned company claims that its line of dog and cat foods are all natural and grain-free with added vitamins and minerals. Wild Calling Pet Food, LLC filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-19898) on October 25, 2017. The petition was signed by Timothy Petersen, its CEO. The Hon. Thomas B. McNamara presides over the case. Joli A. Lofstedt, Esq. at Connolly & Lofstedt, P.C. represents the Debtor as bankruptcy counsel. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. WINDSTREAM HOLDINGS: S&P Lowers Unsecured Debt Rating to 'B-' ------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Little Rock, Ark.-based telecommunications provider Windstream Holdings Inc.'s senior unsecured debt at wholly-owned subsidiary Windstream Services LLC to 'B-' from 'B' and revised the recovery rating on this debt to '5' from '4'. The '5' recovery rating indicates S&P's expectation of modest (10% to 30%; rounded estimate: 20%) recovery in the event of payment default. S&P said, "At the same time, we assigned our 'B-' issue-level rating and '5' recovery rating to Windstream Services LLC's $554 million of 6.375% senior unsecured notes due 2023 that were issued in connection with company's completion of certain of its exchange offers. The '5' recovery rating indicates our expectation of very high (10% to 30%; rounded estimate: 20%) recovery in the event of payment default. "We also assigned a 'BB-' issue-level rating and '1' recovery rating to Windstream Services LLC's $450 million of 8.625% senior secured notes due 2025, which includes the company's planned $250 million add-on to the recently issued notes. The '1' recovery rating indicates our expectation of very high (90% to 100%; rounded estimate: 95%) recovery in the event of payment default." Net proceeds from the $250 million add-on will be used to repay borrowings under the company's secured revolving credit facility due 2020, which has approximately $1 billion outstanding. The downgrade and lower recovery rating for the existing senior unsecured debt issues is based on our assessment that the increase in secured debt reduces recovery prospects for unsecured creditors in our hypothetical default scenario. S&P said, "Although we expect net proceeds from the $250 million add-on will be used to repay borrowings under the company's revolver, our recovery analysis assumes that the facility would be 85% drawn at default, which results in a higher amount of secured debt outstanding at default notwithstanding that it is a debt for debt transaction." S&P said, "Our 'B' corporate credit rating and negative outlook on Windstream are unchanged. The note offerings follow the company's completion of certain of its exchange offers and is part of its effort to reduce the amount of debt coming due over in 2020, 2021, and 2022, which we view favorably since it gives the company more time to stabilize operating trends in its key enterprise and consumer segments. Still, we believe that reversing the company's operating and financial performance will be challenging in the face of aggressive competition from the incumbent cable operators and secular industry declines, which remain a threat to the company's longer-term business prospects." RATINGS LIST Windstream Holdings Inc. Corporate Credit Rating B/Negative/-- Downgraded; Recovery Ratings Revised Windstream Services LLC To From Senior Unsecured B- B Recovery Rating 5 (20%) 4 (30%) New Rating Windstream Services LLC Windstream Finance Corp. Senior Secured $450 million notes due 2025 BB- Recovery Rating 1 (95%) Senior Unsecured $554 million notes due 2023 B- Recovery Rating 5 (20%) Y & Z WORLD: Needs Time to File Plan & Assess Operating Results --------------------------------------------------------------- Y&Z World Development, Inc. asks the U.S. Bankruptcy Court for the Eastern District of New York to extend the exclusive period within which only the Debtor may file a plan of reorganization until August 4, 2018, and the exclusive period during which only the Debtor may solicit acceptances of its plan until December 30, 2018. On June 26, 2017, the Debtor commenced an action in the U.S. District Court for the Southern District of New York against, among others, US-China and Lui captioned Y&Z World Development, Inc. v. Hanzhou Zhongdee Trading Co. Ltd, US-China Asset Management USA, LLC, Haishan Lui, and Frank Zhang, Index No. 17-cv-4864. The action is ongoing. The Debtor filed for Chapter 11 protection in order to free up the money restrained by US-China, and to reestablish their cash flow to enable it to continue to do business and fund a plan of reorganization. With the "breathing spell" afforded by the automatic stay under the Bankruptcy Code, and the freeing up of Debtor's restrained bank accounts, the Debtor should be able to successfully reorganize and confirm a plan of reorganization. As evidenced by the Debtor's Operating Reports, the Debtor claims that it is operating profitably. However, in order to fulfill its goal of funding a plan of reorganization, the Debtor needs an opportunity to continue its operation so as to further increase its post-petition revenue which will form the basis of a plan of reorganization. Particularly, the Debtor requires additional time to file a plan of reorganization as it has not yet had an opportunity to evaluate the results of its post-petition efforts to reduce overhead and increase revenues. In addition, on September 1, 2017, US-China filed a Motion to Appoint a Trustee in this case. The Debtor and US-China entered into a Stipulation and Scheduling Order for discovery and evidentiary hearing. Pursuant to that Scheduling Order all discovery must be complete no later than March 12, 2018. The Court will schedule an evidentiary hearing presumably after that date. About Y & Z World Development Inc. Y & Z World Development Inc. -- http://www.wdny.com/-- is a wholesale distributor of women's, children's and infants' clothing and accessories. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-74779) on August 4, 2017. Edward Zhu, its secretary, signed the petition. At the time of the filing, the Debtor disclosed $257,263 in assets and $5.18 million in liabilities. Judge Louis A. Scarcella presides over the case. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Y & Z World Development, Inc. as of September 8, according to a court docket. Y&K SUN: Trustee Hires Fairfield and Wood as Bankruptcy Counsel --------------------------------------------------------------- Jeffrey A. Weinman, Chapter 11 Trustee of Y&K Sun, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Colorado to retain Fairfield and Woods, P.C. as his general bankruptcy counsel in this Chapter 11 bankruptcy case. The Chapter 11 Trustee requires the assistance of counsel to assist him in fulfilling his statutory duties. Specifically, the Chapter 11 Trustee needs the firm to: a. consult with interested parties regarding the administration of the case; b. investigate the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of any businesses, and the desirability of the continuation of such businesses; c. participate in the formulation of any plan of reorganization; d. analyze and prosecute, as appropriate, avoidance actions; e. analyze the value of the assets of the estate and seeking Court authorization for sales of assets; and f. provide legal services on other matters that may arise. Caroline C. Fuller shall be the primary counsel from the Firm for the Trustee. Ms. Fuller's current rate is $465 per hour. Caroline C. Fuller attests that the Firm does not hold nor represent an interest adverse to the estate, and that the Firm is a disinterested person within the meaning of 11 U.S.C. Secs. 101(14) and 1103 with respect to the matters for which the Committee proposes to retain the Firm. The Counsel can be reached through: Caroline C. Fuller, Esq. FAIRFIELD AND WOODS, P.C 1801 California, Suite 2600 Denver, CO 80202 Tel: (303) 830-2400 E-mail: cfuller@fwlaw.com About Y&K Sun Y&K Sun, Inc., sought Chapter 11 protection (Bankr. D. Colo. Case No. 16-14761) on May 12, 2016. The case judge is the 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. Jeffrey Weinman was appointed as Chapter 11 Trustee. ZENITH MANAGEMENT: Unsecured Creditors to be Paid in Full --------------------------------------------------------- Zenith Management I, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of New York a disclosure statement, dated Sept. 19, 2017, in support of its chapter 11 plan. The Plan is a restructuring of the Debtor's estates through refinancing the Properties located in Corona, New York and Flushing, New York. If the Debtor is unable to refinance the Property by Feb. 28, 2018, it will conduct a sale of the Corona or Flushing Property through a public auction to be conducted by the Plan Proponent with an opening bid of $1,200,000. The Corona or Flushing Property will be marketed and bids will be solicited prior to the auction at which the bidder that submits the highest and best offer shall be determined by the Plan Proponent as the successful bidder and the bidder with the second-best offer shall be determined as the backup bidder. The Plan contemplates that all Allowed Claims asserted against the Debtor will be paid on the later of the Effective Date or when they are determined by this court to be Allowed Claims. Class IV under the proposed plan consists of all Allowed Unsecured Claims against the Debtor's estate, which includes Claim No. 1 filed by Consolidated Edison Company of New York, Inc. Holders of Allowed Unsecured Claims will receive payment in full on the Effective Date. The Plan will be funded by refinancing the Properties or, if the Debtor cannot obtain a lender to refinance the Properties prior to the Refinance Deadline, from the proceeds of the Sale of the Corona or Flushing Property under the Auction. The Plan is deemed by the Plan Proponent to be feasible as the value of the Corona or Flushing Property exceeds the amounts necessary to fund all projected Allowed Claims. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nyeb1-16-43485-55.pdf About Zenith Management I Zenith Management I, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 16-43485) on August 3, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Gabriel Del Virginia, at the Law Office of Gabriel Del Virginia. No official committee of unsecured creditors has been appointed in the case. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- -------- ABSOLUTE SOFTWRE ALSWF US 98.3 (53.7) (31.2) ABSOLUTE SOFTWRE OU1 GR 98.3 (53.7) (31.2) ABSOLUTE SOFTWRE ABT CN 98.3 (53.7) (31.2) ABSOLUTE SOFTWRE ABT2EUR EU 98.3 (53.7) (31.2) AGENUS INC AJ81 GR 176.5 (17.5) 77.8 AGENUS INC AGEN US 176.5 (17.5) 77.8 AGENUS INC AJ81 TH 176.5 (17.5) 77.8 AGENUS INC AGENEUR EU 176.5 (17.5) 77.8 AGENUS INC AJ81 QT 176.5 (17.5) 77.8 AKCEA THERAPEUTI AKCA US 124.1 (83.0) 53.6 AKCEA THERAPEUTI 1KA GR 124.1 (83.0) 53.6 AKCEA THERAPEUTI AKCAEUR EU 124.1 (83.0) 53.6 AKCEA THERAPEUTI 1KA TH 124.1 (83.0) 53.6 AKCEA THERAPEUTI 1KA QT 124.1 (83.0) 53.6 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) ASPEN TECHNOLOGY AZPN US 202.7 (267.5) (327.7) ASPEN TECHNOLOGY AST GR 202.7 (267.5) (327.7) ASPEN TECHNOLOGY AST TH 202.7 (267.5) (327.7) ASPEN TECHNOLOGY AZPNEUR EU 202.7 (267.5) (327.7) ATLATSA RESOURCE ATL SJ 206.6 (143.8) (98.3) AUTOZONE INC AZO US 9259.8 (1,428.4) (155.0) AUTOZONE INC AZ5 TH 9259.8 (1,428.4) (155.0) AUTOZONE INC AZ5 GR 9259.8 (1,428.4) (155.0) AUTOZONE INC AZOEUR EU 9259.8 (1,428.4) (155.0) AUTOZONE INC AZ5 QT 9259.8 (1,428.4) (155.0) AVEO PHARMACEUTI AVEO US 42.5 (19.3) 27.2 AVID TECHNOLOGY AVID US 224.7 (274.8) (85.5) AVID TECHNOLOGY AVD GR 224.7 (274.8) (85.5) AXIM BIOTECHNOLO AXIM US 4.4 (3.4) (0.6) BENEFITFOCUS INC BNFT US 171.2 (37.0) 7.0 BENEFITFOCUS INC BTF GR 171.2 (37.0) 7.0 BLUE BIRD CORP BLBD US 366.8 (59.6) 32.8 BLUE RIDGE MOUNT BRMR US 1060.2 (212.5) (62.4) BOMBARDIER INC-A BBD/A CN 23709.0 (3,623.0) 103.0 BOMBARDIER INC-B BBD/B CN 23709.0 (3,623.0) 103.0 BOMBARDIER INC-B BBDBN MM 23709.0 (3,623.0) 103.0 BOMBARDIER-B OLD BBDYB BB 23709.0 (3,623.0) 103.0 BOMBARDIER-B W/I BBD/W CN 23709.0 (3,623.0) 103.0 BRINKER INTL EAT US 1368.6 (539.0) (273.5) BRINKER INTL BKJ GR 1368.6 (539.0) (273.5) BRINKER INTL EAT2EUR EU 1368.6 (539.0) (273.5) BROOKFIELD REAL BRE CN 97.0 (32.9) 3.2 BRP INC/CA-SUB V DOO CN 2252.0 (93.4) (42.8) BRP INC/CA-SUB V B15A GR 2252.0 (93.4) (42.8) BRP INC/CA-SUB V BRPIF US 2252.0 (93.4) (42.8) BUFFALO COAL COR BUC SJ 50.2 (21.9) (22.2) BURLINGTON STORE BURL US 2611.8 (95.9) 25.2 BURLINGTON STORE BUI GR 2611.8 (95.9) 25.2 BURLINGTON STORE BURL* MM 2611.8 (95.9) 25.2 CADIZ INC CDZI US 72.2 (70.7) 12.2 CADIZ INC 2ZC GR 72.2 (70.7) 12.2 CAESARS ENTERTAI CZR US 14353.0 (3,815.0) (5,099.0) CAESARS ENTERTAI C08 GR 14353.0 (3,815.0) (5,099.0) CAESARS ENTERTAI CZREUR EU 14353.0 (3,815.0) (5,099.0) CALIFORNIA RESOU CRC US 6154.0 (491.0) (220.0) CALIFORNIA RESOU 1CLB GR 6154.0 (491.0) (220.0) CALIFORNIA RESOU CRCEUR EU 6154.0 (491.0) (220.0) CALIFORNIA RESOU 1CL TH 6154.0 (491.0) (220.0) CAMBIUM LEARNING ABCD US 126.5 (52.1) (63.7) CASELLA WASTE WA3 GR 592.4 (60.5) (1.4) CASELLA WASTE CWST US 592.4 (60.5) (1.4) CASELLA WASTE WA3 TH 592.4 (60.5) (1.4) CASELLA WASTE CWSTEUR EU 592.4 (60.5) (1.4) CHESAPEAKE ENERG CHK US 11981.0 (704.0) (1,040.0) CHESAPEAKE ENERG CS1 GR 11981.0 (704.0) (1,040.0) CHESAPEAKE ENERG CS1 TH 11981.0 (704.0) (1,040.0) CHESAPEAKE ENERG CHK* MM 11981.0 (704.0) (1,040.0) CHESAPEAKE ENERG CS1 QT 11981.0 (704.0) (1,040.0) CHESAPEAKE ENERG CHKEUR EU 11981.0 (704.0) (1,040.0) CHOICE HOTELS CZH GR 948.0 (252.6) 103.9 CHOICE HOTELS CHH US 948.0 (252.6) 103.9 CINCINNATI BELL CBB US 1457.3 (133.5) 5.1 CINCINNATI BELL CIB1 GR 1457.3 (133.5) 5.1 CINCINNATI BELL CBBEUR EU 1457.3 (133.5) 5.1 CLEAR CHANNEL-A C7C GR 5416.6 (1,216.5) 327.9 CLEAR CHANNEL-A CCO US 5416.6 (1,216.5) 327.9 CLEMENTIA PHARMA CMTA US 40.0 (212.6) 32.1 CLEVELAND-CLIFFS CVA GR 1923.3 (833.1) 373.6 CLEVELAND-CLIFFS CVA TH 1923.3 (833.1) 373.6 CLEVELAND-CLIFFS CLF US 1923.3 (833.1) 373.6 CLEVELAND-CLIFFS CLF* MM 1923.3 (833.1) 373.6 CLEVELAND-CLIFFS CVA QT 1923.3 (833.1) 373.6 CLEVELAND-CLIFFS CLF2EUR EU 1923.3 (833.1) 373.6 COGENT COMMUNICA CCOI US 729.9 (80.1) 236.8 COGENT COMMUNICA OGM1 GR 729.9 (80.1) 236.8 DELEK LOGISTICS DKL US 415.5 (21.1) 14.0 DELEK LOGISTICS D6L GR 415.5 (21.1) 14.0 DENNY'S CORP DE8 GR 309.2 (97.6) (45.4) DENNY'S CORP DENN US 309.2 (97.6) (45.4) DOLLARAMA INC DOL CN 1891.4 (59.4) 291.2 DOLLARAMA INC DLMAF US 1891.4 (59.4) 291.2 DOLLARAMA INC DR3 GR 1891.4 (59.4) 291.2 DOLLARAMA INC DOLEUR EU 1891.4 (59.4) 291.2 DOLLARAMA INC DR3 TH 1891.4 (59.4) 291.2 DOLLARAMA INC DR3 QT 1891.4 (59.4) 291.2 DOMINO'S PIZZA EZV TH 816.2 (2,765.3) 194.1 DOMINO'S PIZZA EZV GR 816.2 (2,765.3) 194.1 DOMINO'S PIZZA DPZ US 816.2 (2,765.3) 194.1 DOVA PHARMACEUTI DOVA US 26.4 (3.5) (5.1) DOVA PHARMACEUTI 0AV GR 26.4 (3.5) (5.1) DOVA PHARMACEUTI DOVAEUR EU 26.4 (3.5) (5.1) DUN & BRADSTREET DB5 GR 2301.0 (857.3) (71.7) DUN & BRADSTREET DB5 TH 2301.0 (857.3) (71.7) DUN & BRADSTREET DNB US 2301.0 (857.3) (71.7) DUN & BRADSTREET DNB1EUR EU 2301.0 (857.3) (71.7) DUNKIN' BRANDS G 2DB GR 3139.3 (174.1) 157.8 DUNKIN' BRANDS G DNKN US 3139.3 (174.1) 157.8 DUNKIN' BRANDS G 2DB TH 3139.3 (174.1) 157.8 DUNKIN' BRANDS G 2DB QT 3139.3 (174.1) 157.8 DUNKIN' BRANDS G DNKNEUR EU 3139.3 (174.1) 157.8 ERIN ENERGY CORP ERN SJ 190.9 (349.2) (280.7) EVERI HOLDINGS I EVRI US 1337.4 (123.9) 16.4 EVERI HOLDINGS I G2C TH 1337.4 (123.9) 16.4 EVERI HOLDINGS I G2C GR 1337.4 (123.9) 16.4 EVERI HOLDINGS I EVRIEUR EU 1337.4 (123.9) 16.4 FERRELLGAS-LP FEG GR 1610.0 (757.5) (43.8) FERRELLGAS-LP FGP US 1610.0 (757.5) (43.8) FIFTH STREET ASS FSAM US 189.2 (8.9) - FIFTH STREET ASS 7FS TH 189.2 (8.9) - FORESCOUT TECHNO FSCT US 140.7 (63.1) (20.4) FORESCOUT TECHNO F1O GR 140.7 (63.1) (20.4) FORESCOUT TECHNO FSCTEUR EU 140.7 (63.1) (20.4) GAMCO INVESTO-A GBL US 190.9 (121.0) - GCP APPLIED TECH GCP US 1252.0 (134.3) 177.5 GCP APPLIED TECH 43G GR 1252.0 (134.3) 177.5 GCP APPLIED TECH GCPEUR EU 1252.0 (134.3) 177.5 GEN COMM-A GC1 GR 2063.3 (2.7) 45.3 GEN COMM-A GNCMA US 2063.3 (2.7) 45.3 GEN COMM-A GNCMAEUR EU 2063.3 (2.7) 45.3 GEN COMM-B GNCMB US 2063.3 (2.7) 45.3 GNC HOLDINGS INC IGN GR 1969.0 (24.7) 441.6 GNC HOLDINGS INC GNC US 1969.0 (24.7) 441.6 GNC HOLDINGS INC IGN TH 1969.0 (24.7) 441.6 GNC HOLDINGS INC GNC1EUR EU 1969.0 (24.7) 441.6 GNC HOLDINGS INC GNC* MM 1969.0 (24.7) 441.6 GOGO INC GOGO US 1362.9 (155.5) 322.8 GOGO INC G0G GR 1362.9 (155.5) 322.8 GREEN PLAINS PAR GPP US 92.8 (64.3) 5.0 GREEN PLAINS PAR 8GP GR 92.8 (64.3) 5.0 GT BIOPHARMA INC GTBP US 0.0 (20.1) (20.1) GT BIOPHARMA INC GTBP FP 0.0 (20.1) (20.1) GT BIOPHARMA INC OXISEUR EU 0.0 (20.1) (20.1) H&R BLOCK INC HRB US 2132.2 (214.3) 271.4 H&R BLOCK INC HRB GR 2132.2 (214.3) 271.4 H&R BLOCK INC HRB TH 2132.2 (214.3) 271.4 H&R BLOCK INC HRBEUR EU 2132.2 (214.3) 271.4 HCA HEALTHCARE I 2BH GR 35731.0 (5,066.0) 3,837.0 HCA HEALTHCARE I HCA US 35731.0 (5,066.0) 3,837.0 HCA HEALTHCARE I 2BH TH 35731.0 (5,066.0) 3,837.0 HCA HEALTHCARE I 2BH QT 35731.0 (5,066.0) 3,837.0 HCA HEALTHCARE I HCAEUR EU 35731.0 (5,066.0) 3,837.0 HEWLETT-CEDEAR HPQ AR 31934.0 (4,339.0) (617.0) HORTONWORKS INC HDP US 211.4 (51.1) (31.0) HORTONWORKS INC 14K GR 211.4 (51.1) (31.0) HORTONWORKS INC 14K QT 211.4 (51.1) (31.0) HORTONWORKS INC HDPEUR EU 211.4 (51.1) (31.0) HOVNANIAN-A-WI HOV-W US 1822.3 (471.2) 1,077.8 HP COMPANY-BDR HPQB34 BZ 31934.0 (4,339.0) (617.0) HP INC HPQ* MM 31934.0 (4,339.0) (617.0) HP INC HPQ US 31934.0 (4,339.0) (617.0) HP INC 7HP TH 31934.0 (4,339.0) (617.0) HP INC 7HP GR 31934.0 (4,339.0) (617.0) HP INC HPQ TE 31934.0 (4,339.0) (617.0) HP INC HPQ CI 31934.0 (4,339.0) (617.0) HP INC HPQ SW 31934.0 (4,339.0) (617.0) HP INC HWP QT 31934.0 (4,339.0) (617.0) HP INC HPQCHF EU 31934.0 (4,339.0) (617.0) HP INC HPQUSD EU 31934.0 (4,339.0) (617.0) HP INC HPQUSD SW 31934.0 (4,339.0) (617.0) HP INC HPQEUR EU 31934.0 (4,339.0) (617.0) IDEXX LABS IDXX US 1669.3 (48.4) (53.8) IDEXX LABS IX1 GR 1669.3 (48.4) (53.8) IDEXX LABS IX1 TH 1669.3 (48.4) (53.8) IDEXX LABS IX1 QT 1669.3 (48.4) (53.8) IDEXX LABS IDXX AV 1669.3 (48.4) (53.8) IMMUNOGEN INC IMU GR 200.1 (949.9) 138.5 IMMUNOGEN INC IMGN US 200.1 (949.9) 138.5 IMMUNOGEN INC IMU TH 200.1 (949.9) 138.5 IMMUNOGEN INC IMU QT 200.1 (949.9) 138.5 IMMUNOGEN INC IMGNEUR EU 200.1 (949.9) 138.5 IMMUNOMEDICS INC IMMU US 162.6 (59.5) 35.1 IMMUNOMEDICS INC IM3 GR 162.6 (59.5) 35.1 IMMUNOMEDICS INC IM3 TH 162.6 (59.5) 35.1 IMMUNOMEDICS INC IM3 QT 162.6 (59.5) 35.1 INNOVIVA INC INVA US 391.0 (223.0) 187.6 INNOVIVA INC HVE GR 391.0 (223.0) 187.6 INNOVIVA INC INVAEUR EU 391.0 (223.0) 187.6 INSPIRED ENTERTA INSE US 213.4 (2.1) (1.4) INSTRUCTURE INC INST US 135.5 (10.9) (24.0) INSTRUCTURE INC 1IN GR 135.5 (10.9) (24.0) IRONWOOD PHARMAC I76 GR 625.1 (17.6) 249.6 IRONWOOD PHARMAC IRWD US 625.1 (17.6) 249.6 IRONWOOD PHARMAC I76 TH 625.1 (17.6) 249.6 IRONWOOD PHARMAC IRWDEUR EU 625.1 (17.6) 249.6 JACK IN THE BOX JBX GR 1255.2 (439.0) (83.8) JACK IN THE BOX JACK US 1255.2 (439.0) (83.8) JACK IN THE BOX JACK1EUR EU 1255.2 (439.0) (83.8) JACK IN THE BOX JBX QT 1255.2 (439.0) (83.8) JAMIESON WELLNES JWEL CN 505.1 (180.5) (286.4) JAMIESON WELLNES 2JW GR 505.1 (180.5) (286.4) JAMIESON WELLNES JWELEUR EU 505.1 (180.5) (286.4) JUST ENERGY GROU JE US 1271.0 (69.8) 114.4 JUST ENERGY GROU 1JE GR 1271.0 (69.8) 114.4 JUST ENERGY GROU JE CN 1271.0 (69.8) 114.4 KADMON HOLDINGS KDMN US 47.3 (38.3) (26.1) KADMON HOLDINGS KDF GR 47.3 (38.3) (26.1) KADMON HOLDINGS KDMNEUR EU 47.3 (38.3) (26.1) L BRANDS INC LTD GR 7763.0 (912.0) 1,199.0 L BRANDS INC LTD TH 7763.0 (912.0) 1,199.0 L BRANDS INC LB US 7763.0 (912.0) 1,199.0 L BRANDS INC LBEUR EU 7763.0 (912.0) 1,199.0 L BRANDS INC LB* MM 7763.0 (912.0) 1,199.0 L BRANDS INC LTD QT 7763.0 (912.0) 1,199.0 LAMB WESTON LW US 2527.8 (521.6) 321.5 LAMB WESTON 0L5 GR 2527.8 (521.6) 321.5 LAMB WESTON LW-WEUR EU 2527.8 (521.6) 321.5 LAMB WESTON 0L5 TH 2527.8 (521.6) 321.5 LANTHEUS HOLDING LNTH US 267.9 (87.2) 82.6 LANTHEUS HOLDING 0L8 GR 267.9 (87.2) 82.6 MADISON-A/NEW-WI MSGN-W US 819.5 (902.7) 193.1 MANNKIND CORP MNKD US 79.4 (221.2) (34.9) MANNKIND CORP MNKD IT 79.4 (221.2) (34.9) MCDONALDS - BDR MCDC34 BZ 32559.6 (3,477.6) 1,050.1 MCDONALDS CORP MDO TH 32559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCD TE 32559.6 (3,477.6) 1,050.1 MCDONALDS CORP MDO GR 32559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCD* MM 32559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCD US 32559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCD SW 32559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCD CI 32559.6 (3,477.6) 1,050.1 MCDONALDS CORP MDO QT 32559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCDCHF EU 32559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCDUSD EU 32559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCDUSD SW 32559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCDEUR EU 32559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCD AV 32559.6 (3,477.6) 1,050.1 MCDONALDS-CEDEAR MCD AR 32559.6 (3,477.6) 1,050.1 MDC COMM-W/I MDZ/W CN 1617.8 (328.8) (220.3) MDC PARTNERS-A MDZ/A CN 1617.8 (328.8) (220.3) MDC PARTNERS-A MDCA US 1617.8 (328.8) (220.3) MDC PARTNERS-A MD7A GR 1617.8 (328.8) (220.3) MDC PARTNERS-A MDCAEUR EU 1617.8 (328.8) (220.3) MDC PARTNERS-EXC MDZ/N CN 1617.8 (328.8) (220.3) MEDLEY MANAGE-A MDLY US 144.5 (4.5) 41.0 MERITOR INC AID1 GR 2712.0 (44.0) 117.0 MERITOR INC MTOR US 2712.0 (44.0) 117.0 MERITOR INC MTOREUR EU 2712.0 (44.0) 117.0 MICHAELS COS INC MIK US 2060.0 (1,768.0) 445.6 MICHAELS COS INC MIM GR 2060.0 (1,768.0) 445.6 MIRAGEN THERAPEU MGEN US 50.0 41.3 42.7 MONEYGRAM INTERN MGI US 4546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N GR 4546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N TH 4546.1 (184.0) (66.1) MONEYGRAM INTERN MGIEUR EU 4546.1 (184.0) (66.1) MOODY'S CORP DUT GR 6536.3 (467.5) 3,321.9 MOODY'S CORP MCO US 6536.3 (467.5) 3,321.9 MOODY'S CORP DUT TH 6536.3 (467.5) 3,321.9 MOODY'S CORP MCOEUR EU 6536.3 (467.5) 3,321.9 MOODY'S CORP DUT QT 6536.3 (467.5) 3,321.9 MOODY'S CORP MCO* MM 6536.3 (467.5) 3,321.9 MOTOROLA SOLUTIO MTLA GR 8618.0 (818.0) 773.0 MOTOROLA SOLUTIO MTLA TH 8618.0 (818.0) 773.0 MOTOROLA SOLUTIO MSI US 8618.0 (818.0) 773.0 MOTOROLA SOLUTIO MOT TE 8618.0 (818.0) 773.0 MOTOROLA SOLUTIO MSI1EUR EU 8618.0 (818.0) 773.0 MSG NETWORKS- A MSGN US 819.5 (902.7) 193.1 MSG NETWORKS- A 1M4 GR 819.5 (902.7) 193.1 MSG NETWORKS- A 1M4 TH 819.5 (902.7) 193.1 MSG NETWORKS- A MSGNEUR EU 819.5 (902.7) 193.1 NATHANS FAMOUS NATH US 84.5 (60.4) 63.8 NATHANS FAMOUS NFA GR 84.5 (60.4) 63.8 NATIONAL CINEMED XWM GR 1121.7 (68.3) 70.6 NATIONAL CINEMED NCMI US 1121.7 (68.3) 70.6 NATIONAL CINEMED NCMIEUR EU 1121.7 (68.3) 70.6 NAVISTAR INTL IHR GR 6080.0 (4,923.0) 767.0 NAVISTAR INTL NAV US 6080.0 (4,923.0) 767.0 NAVISTAR INTL IHR TH 6080.0 (4,923.0) 767.0 NAVISTAR INTL IHR QT 6080.0 (4,923.0) 767.0 NEFF CORP-CL A NEFF US 666.9 (112.0) 8.9 NEFF CORP-CL A NFO GR 666.9 (112.0) 8.9 NEW ENG RLTY-LP NEN US 191.0 (32.1) - NUVERRA ENVIRONM NES US 330.7 (224.2) (20.6) NYMOX PHARMACEUT NYMX US 1.3 (0.7) (0.7) OMEROS CORP 3O8 GR 60.4 (54.9) 28.3 OMEROS CORP OMER US 60.4 (54.9) 28.3 OMEROS CORP 3O8 TH 60.4 (54.9) 28.3 OMEROS CORP OMEREUR EU 60.4 (54.9) 28.3 ONCOMED PHARMACE OMED US 120.5 (62.2) 82.0 PAPA JOHN'S INTL PZZA US 550.9 (39.4) 29.5 PAPA JOHN'S INTL PP1 GR 550.9 (39.4) 29.5 PENSARE ACQUISIT WRLSU US 0.4 (0.1) (0.0) PENSARE ACQUISIT WRLS US 0.4 (0.1) (0.0) PHILIP MORRIS IN PM1EUR EU 41951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PMI SW 41951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM1 TE 41951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN 4I1 TH 41951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM1CHF EU 41951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN 4I1 GR 41951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM US 41951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM FP 41951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PMI1 IX 41951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PMI EB 41951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN 4I1 QT 41951.0 (9,633.0) 2,345.0 PINNACLE ENTERTA PNK US 3982.2 (339.7) (62.5) PINNACLE ENTERTA 65P GR 3982.2 (339.7) (62.5) PLANET FITNESS-A PLNT US 1354.6 (156.8) 26.5 PLANET FITNESS-A 3PL TH 1354.6 (156.8) 26.5 PLANET FITNESS-A 3PL GR 1354.6 (156.8) 26.5 PLANET FITNESS-A 3PL QT 1354.6 (156.8) 26.5 PLANET FITNESS-A PLNT1EUR EU 1354.6 (156.8) 26.5 PROS HOLDINGS IN PH2 GR 292.6 (35.4) 105.8 PROS HOLDINGS IN PRO US 292.6 (35.4) 105.8 QUANTUM CORP QNT1 TH 213.0 (118.0) (51.3) QUANTUM CORP QTM US 213.0 (118.0) (51.3) REATA PHARMACE-A RETA US 71.3 (230.3) 17.5 REATA PHARMACE-A 2R3 GR 71.3 (230.3) 17.5 REATA PHARMACE-A RETAEUR EU 71.3 (230.3) 17.5 REGAL ENTERTAI-A RGC US 2748.4 (835.0) (48.2) REGAL ENTERTAI-A RETA GR 2748.4 (835.0) (48.2) REGAL ENTERTAI-A RGC* MM 2748.4 (835.0) (48.2) REGAL ENTERTAI-A RGCEUR EU 2748.4 (835.0) (48.2) RENOVACARE INC RCAR US 0.6 (0.2) (0.3) RESOLUTE ENERGY R21 GR 728.5 (62.2) (65.8) RESOLUTE ENERGY REN US 728.5 (62.2) (65.8) RESOLUTE ENERGY RENEUR EU 728.5 (62.2) (65.8) REVLON INC-A REV US 3167.8 (701.9) 241.5 REVLON INC-A RVL1 GR 3167.8 (701.9) 241.5 REVLON INC-A RVL1 TH 3167.8 (701.9) 241.5 REVLON INC-A REVEUR EU 3167.8 (701.9) 241.5 RH RH US 1819.4 (46.8) 246.4 RH RS1 GR 1819.4 (46.8) 246.4 RH RH* MM 1819.4 (46.8) 246.4 RH RHEUR EU 1819.4 (46.8) 246.4 ROKU INC ROKU US 185.0 (0.2) 62.1 ROKU INC R35 GR 185.0 (0.2) 62.1 ROKU INC R35 QT 185.0 (0.2) 62.1 ROKU INC ROKUEUR EU 185.0 (0.2) 62.1 ROSETTA STONE IN RST US 196.8 (1.4) (58.1) ROSETTA STONE IN RS8 GR 196.8 (1.4) (58.1) ROSETTA STONE IN RST1EUR EU 196.8 (1.4) (58.1) RR DONNELLEY & S DLLN GR 3956.7 (163.0) 740.3 RR DONNELLEY & S RRD US 3956.7 (163.0) 740.3 RR DONNELLEY & S DLLN TH 3956.7 (163.0) 740.3 RR DONNELLEY & S RRDEUR EU 3956.7 (163.0) 740.3 RYERSON HOLDING RYI US 1787.8 (22.6) 730.1 RYERSON HOLDING 7RY GR 1787.8 (22.6) 730.1 RYERSON HOLDING 7RY TH 1787.8 (22.6) 730.1 SALLY BEAUTY HOL SBH US 2120.5 (352.3) 638.2 SALLY BEAUTY HOL S7V GR 2120.5 (352.3) 638.2 SANCHEZ ENERGY C SN US 2240.1 (90.4) (43.2) SANCHEZ ENERGY C SN* MM 2240.1 (90.4) (43.2) SANCHEZ ENERGY C 13S GR 2240.1 (90.4) (43.2) SANCHEZ ENERGY C 13S TH 2240.1 (90.4) (43.2) SANCHEZ ENERGY C 13S QT 2240.1 (90.4) (43.2) SANCHEZ ENERGY C SNEUR EU 2240.1 (90.4) (43.2) SBA COMM CORP 4SB GR 7300.5 (2,257.8) (698.6) SBA COMM CORP SBAC US 7300.5 (2,257.8) (698.6) SBA COMM CORP SBJ TH 7300.5 (2,257.8) (698.6) SBA COMM CORP SBACEUR EU 7300.5 (2,257.8) (698.6) SCIENTIFIC GAM-A TJW GR 7062.4 (1,976.5) 554.8 SCIENTIFIC GAM-A SGMS US 7062.4 (1,976.5) 554.8 SEARS HOLDINGS SEE GR 8351.0 (3,651.0) (397.0) SEARS HOLDINGS SEE TH 8351.0 (3,651.0) (397.0) SEARS HOLDINGS SHLD US 8351.0 (3,651.0) (397.0) SEARS HOLDINGS SEE QT 8351.0 (3,651.0) (397.0) SEARS HOLDINGS SHLDEUR EU 8351.0 (3,651.0) (397.0) SIGA TECH INC SIGA US 156.0 (303.4) 45.3 SILVER SPRING NE SSNI US 295.6 (20.3) 49.5 SILVER SPRING NE 9SI GR 295.6 (20.3) 49.5 SILVER SPRING NE 9SI TH 295.6 (20.3) 49.5 SILVER SPRING NE SSNIEUR EU 295.6 (20.3) 49.5 SIRIUS XM HOLDIN SIRI US 8652.4 (1,050.1) (2,186.3) SIRIUS XM HOLDIN RDO TH 8652.4 (1,050.1) (2,186.3) SIRIUS XM HOLDIN RDO GR 8652.4 (1,050.1) (2,186.3) SIRIUS XM HOLDIN SIRI SW 8652.4 (1,050.1) (2,186.3) SIRIUS XM HOLDIN RDO QT 8652.4 (1,050.1) (2,186.3) SIRIUS XM HOLDIN SIRIEUR EU 8652.4 (1,050.1) (2,186.3) SIRIUS XM HOLDIN SIRI AV 8652.4 (1,050.1) (2,186.3) SIX FLAGS ENTERT SIX US 2528.3 (67.7) (70.3) SIX FLAGS ENTERT 6FE GR 2528.3 (67.7) (70.3) SIX FLAGS ENTERT SIXEUR EU 2528.3 (67.7) (70.3) SONIC CORP SONC US 561.7 (201.8) 30.6 SONIC CORP SO4 GR 561.7 (201.8) 30.6 SONIC CORP SONCEUR EU 561.7 (201.8) 30.6 SONIC CORP SO4 TH 561.7 (201.8) 30.6 STRAIGHT PATH-B STRP US 11.9 (17.5) (11.8) STRAIGHT PATH-B 5I0 GR 11.9 (17.5) (11.8) SYNTEL INC SYNT US 461.0 (63.6) 142.3 SYNTEL INC SYE GR 461.0 (63.6) 142.3 SYNTEL INC SYE TH 461.0 (63.6) 142.3 SYNTEL INC SYE QT 461.0 (63.6) 142.3 SYNTEL INC SYNT1EUR EU 461.0 (63.6) 142.3 SYNTEL INC SYNT* MM 461.0 (63.6) 142.3 TAILORED BRANDS TLRD US 2079.7 (46.7) 753.0 TAILORED BRANDS WRMA GR 2079.7 (46.7) 753.0 TAILORED BRANDS TLRD* MM 2079.7 (46.7) 753.0 TAUBMAN CENTERS TU8 GR 4108.0 (148.8) - TAUBMAN CENTERS TCO US 4108.0 (148.8) - TOWN SPORTS INTE CLUB US 230.9 (99.7) (4.1) TRANSDIGM GROUP T7D GR 10316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDG US 10316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDG SW 10316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDGCHF EU 10316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP T7D QT 10316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDGEUR EU 10316.4 (1,895.4) 1,656.3 ULTRA PETROLEUM UPL US 1762.0 (940.1) 176.1 ULTRA PETROLEUM UPL1EUR EU 1762.0 (940.1) 176.1 ULTRA PETROLEUM UPM1 GR 1762.0 (940.1) 176.1 UNISYS CORP UISCHF EU 2296.9 (1,649.9) 340.6 UNISYS CORP UISEUR EU 2296.9 (1,649.9) 340.6 UNISYS CORP UIS US 2296.9 (1,649.9) 340.6 UNISYS CORP UIS1 SW 2296.9 (1,649.9) 340.6 UNISYS CORP USY1 TH 2296.9 (1,649.9) 340.6 UNISYS CORP USY1 GR 2296.9 (1,649.9) 340.6 UNITI GROUP INC UNIT US 4292.2 (1,052.9) - UNITI GROUP INC 8XC GR 4292.2 (1,052.9) - VALVOLINE INC VVV US 1960.0 (203.0) 227.0 VALVOLINE INC 0V4 GR 1960.0 (203.0) 227.0 VALVOLINE INC VVVEUR EU 1960.0 (203.0) 227.0 VECTOR GROUP LTD VGR GR 1420.3 (284.5) 475.4 VECTOR GROUP LTD VGR US 1420.3 (284.5) 475.4 VECTOR GROUP LTD VGR QT 1420.3 (284.5) 475.4 VERISIGN INC VRS TH 2908.4 (1,229.9) 870.5 VERISIGN INC VRS GR 2908.4 (1,229.9) 870.5 VERISIGN INC VRSN US 2908.4 (1,229.9) 870.5 VERISIGN INC VRSNEUR EU 2908.4 (1,229.9) 870.5 VERSUM MATER VSM US 1181.8 (9.7) 438.2 VERSUM MATER 2V1 GR 1181.8 (9.7) 438.2 VERSUM MATER VSMEUR EU 1181.8 (9.7) 438.2 VERSUM MATER 2V1 TH 1181.8 (9.7) 438.2 VIEWRAY INC VRAY US 105.6 (17.0) 39.2 VIEWRAY INC 6L9 GR 105.6 (17.0) 39.2 VIEWRAY INC VRAYEUR EU 105.6 (17.0) 39.2 VTV THERAPEUTI-A VTVT US 24.1 (5.7) 9.3 VTV THERAPEUTI-A 5VT GR 24.1 (5.7) 9.3 W&T OFFSHORE INC WTI US 887.4 (597.3) 34.5 WEIGHT WATCHERS WTW US 1247.3 (1,138.7) (58.0) WEIGHT WATCHERS WW6 GR 1247.3 (1,138.7) (58.0) WEIGHT WATCHERS WW6 TH 1247.3 (1,138.7) (58.0) WEIGHT WATCHERS WTWEUR EU 1247.3 (1,138.7) (58.0) WIDEOPENWEST INC WOW US 3038.4 (291.2) (28.9) WIDEOPENWEST INC WU5 GR 3038.4 (291.2) (28.9) WIDEOPENWEST INC WOW1EUR EU 3038.4 (291.2) (28.9) WINGSTOP INC WING US 121.1 (57.7) (2.1) WINGSTOP INC EWG GR 121.1 (57.7) (2.1) WINMARK CORP WINA US 47.2 (39.4) 12.5 WINMARK CORP GBZ GR 47.2 (39.4) 12.5 WORKIVA INC WK US 154.2 (6.1) (2.0) WORKIVA INC 0WKA GR 154.2 (6.1) (2.0) WORKIVA INC WKEUR EU 154.2 (6.1) (2.0) XOMA CORP XOMA US 24.1 (29.1) 1.7 XOMA CORP X0M1 TH 24.1 (29.1) 1.7 XOMA CORP XOMAEUR EU 24.1 (29.1) 1.7 YRC WORLDWIDE IN YRCW US 1701.6 (403.7) 226.5 YRC WORLDWIDE IN YEL1 GR 1701.6 (403.7) 226.5 YRC WORLDWIDE IN YEL1 TH 1701.6 (403.7) 226.5 YRC WORLDWIDE IN YRCWEUR EU 1701.6 (403.7) 226.5 YUM! BRANDS INC YUM US 5454.0 (6,121.0) 596.0 YUM! BRANDS INC TGR GR 5454.0 (6,121.0) 596.0 YUM! BRANDS INC TGR TH 5454.0 (6,121.0) 596.0 YUM! BRANDS INC YUMEUR EU 5454.0 (6,121.0) 596.0 YUM! BRANDS INC TGR QT 5454.0 (6,121.0) 596.0 YUM! BRANDS INC YUMCHF EU 5454.0 (6,121.0) 596.0 YUM! BRANDS INC YUM SW 5454.0 (6,121.0) 596.0 YUM! BRANDS INC YUMUSD SW 5454.0 (6,121.0) 596.0 YUM! BRANDS INC YUMUSD EU 5454.0 (6,121.0) 596.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***