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/raid1/www/Hosts/bankrupt/TCR_Public/180119.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, January 19, 2018, Vol. 22, No. 18 Headlines 21ST CENTURY: Exits Chapter 11 Bankruptcy with New Leadership 31 TOZER ROAD: Beverly City Not Guilty of Violating G.L.c. 93A 417 RENTALS: March 21 Plan and Disclosure Statement Hearing ACADIANA MANAGEMENT: PCO Files 3rd Interim Report for C. Indiana ACCESS PROGRAMMING: Voluntary Chapter 11 Case Summary ADVANCED SOLIDS: $570K Sale of Personal Property Approved AEROGROUP INT'L: Implementation of Reorganization Plan Amended AEROGROUP INT'L: Wants to Maintain Exclusivity Through April 16 AMDIRADDO LLC: Plan and Disclosures Hearing Set for Feb. 28 AMERICAN APPAREL: Seeks May 14 Exclusive Plan Filing Extension AMERIFLEX ENG'G: Has 30 Days After Adv. Case Ruling to File Plan AMPLIPHI BIOSCIENCES: Empery Discloses 7.5% Stake as of Jan. 10 ARMSTRONG ENERGY: Unsecureds to be Paid from $2.2MM GUC Reserve ARO LIQUIDATION: Files Motion to Sell Visa/MasterCard Claim AUTO SUPPLY: Fisher Auto Buying All Assets for $10 Million AVAYA INC: Fitch Assigns 'B' Long-Term IDR; Outlook Stable BAB METAL: New Plan to Pay Unsecureds $5K Monthly Over 5 Years BAHATI LLC: No Payment for Unsecured Claimant Under Plan BEAR FIGUEROA: PI Properties Buying Los Angeles Property for $2.9M BEAULIEU GROUP: $2.6M Sale of Parcels of Property to Cohutta Okayed BEBE STORES: B. Riley Financial Now Holds 29.4% of Capital Stock BIOSTAGE INC: Empery Reports 0.31% Stake as of Dec. 31 BON-TON STORES: Moody's Cuts Probability Default Rating to Ca-PD/LD BON-TON STORES: Obtains Forbearance From Lenders Until Jan. 26 BRONCO MIDSTREAM: S&P Ups CCR to B+ on Upgrade of Enable Midstream BROWN & PIPKINS: Taps Paul Reece Marr as Legal Counsel BULOVA TECHNOLOGIES: Incurs $500,000 Net Loss in Fiscal 2017 CAPITAL OPTIONS: 9th Cir. Affirms Denial of Plan Confirmation CASHMAN EQUIPMENT: May 23 Further Hearing on Approved Assets Sale CASTEX ENERGY: Court Approves Third Amended Plan Outline CHANNING HALL: S&P Cuts Rating on 2017A/B School Bonds to 'BB' COBALT INT'L: Taps Susman Godfrey as Special Litigation Counsel COPSYNC INC: Needs Additional Time to Analyze Claims, File Plan CROWN HOLDINGS: S&P Rates Unit's Euro-Denominated Unsec. Notes 'BB' CROWNE AUTOMOTIVE: Moody's Assigns B3 CFR; Outlook Stable DIFFUSION PHARMACEUTICALS: Amends 9.1 Million Shares Prospectus ENDO SURGICAL CENTER: Taps Trenk DiPasquale as Legal Counsel ESCALERA RESOURCES: $340K Sale of Bakken Assets to Everest Okayed EVERMILK LOGISTICS: General Truck Seeks Revision of Plan Outline EXCO RESOURCES: Moody's Lowers Probability Default Rating to D-PD EXCO RESOURCES: Says Business as Usual While in Chapter 11 FENNER AVENUE: Taps Trenk DiPasquale as Legal Counsel FINTUBE LLC: Auction of Remaining Assets Has $6M Opening Bid GABRIELS TOWING: Court Conditionally Approves Disclosures GENERAL MOTORS: Has No Duty to Warn Under Georgia Law, Court Rules GEORGIA ANESTHESIA: PCO Not Necessary, Court Rules GMAC MORTGAGE: Missouri Court Junks D. Poole, et al.'s Lawsuit GORDON'S GLASS: Case Summary & 12 Unsecured Creditors GULF MEDICAL: Taps Wilson Harrell as Legal Counsel HANISH LLC: GIRI Buying All Assets for $6.5 Million HATHAWAY HOMES: Trustee Taps Parsons Smith as Legal Counsel HOBBICO INC: Jan. 22 Meeting Set to Form Creditors' Panel HOVNANIAN ENTERPRISES: Gets Requisite OK to Amend Notes Indentures HUSKY INC: Court OK's Disclosures; April 10 Plan Hearing INSPIRATION ESTATES: Taps Cooper Pautz as Legal Counsel ITRON INC: $100MM Notes Add-On No Impact on Moody's B2 Rating IVAN RENE MOORE: District Court Affirms Chapter 11 Case Dismissal JUAN WILLIAMS: Selling Palm Beach Gardens Property for $455K K'NEX INDUSTRIES: PNC Bank to Conduct Foreclosure Sale on Jan. 29 KARON RICHARD: Johnsons Buying Waynesville Property for $680K KERRY NOBLE: Court OK's Appointment of J. Searcy as Ch. 11 Trustee LE-MAR HOLDINGS: Committee Seeks Appointment of Ch. 11 Trustee LEHMAN BROTHERS: Affiliates to Explore Options to Monetize Claims LEI TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors LINDSAY JENKINS: District Court Affirms Chapter 11 Case Dismissal MANN REALTY: Plan is Patently Unconfirmable, Secured Lender Says MANUS SUDDRETH: Trustee Selling Properties of Non-Debtor Entities MAOZ 8TH AVENUE: Taps Sichenzia Ross as Legal Counsel MARINA BIOTECH: Signs Development & Licensing Deal with Autotelic MAYFIELD AGENCY: Moody's Assigns B3 CFR; Outlook Stable MAYFIELD HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable MEDAPOINT INC: Marketing Process Delays Filing of Chapter 11 Plan MONAKER GROUP: Delays Nov. 30 Form 10-Q MONAKER GROUP: Raises Capital for Proposed Nasdaq Uplisting MOORINGS REGENCY: Wells Fargo Plan Outline Conditionally OK'd NET ELEMENT: Amends Prospectus on 1.1 Million Stock Resale NET ELEMENT: Rakishev Hikes Stake to 7.9% as of Jan. 16 OLYMPIA OFFICE: Taps Williams Kastner as Legal Counsel OUTBACK DEVELOPMENT: Bob Robertson Buying Taney Property for $5M P3 FOODS: Plan Filing Deadline Moved to April 6 PARETEUM CORP: Empery Lowers Equity Stake to 1.1% as of Dec. 31 PARKER DRILLING: Moody's Lowers CFR to Caa1 on High Debt Levels PARKWAY RADIOLOGY: Case Summary & 20 Largest Unsecured Creditors PEOPLE'S COMMUNITY: Trustee's Sale of MCHS/MCHS-GP Interests Okayed PIONEER NURSERY: Proposes a Sale of Personal Property POSTO 9 LAKELAND: Exclusive Plan Filing Deadline Moved to Feb. 21 PRECISION CASTING: Unsecureds to Get 32% in 6 Years Under New Plan PREFERRED VINTAGE: Kashubas Buying Sonoma Property for $4.3 Million PROTEA BIOSCIENCES: Panel Objects to Deal With Asurrx Biopharma PROTEA BIOSCIENCES: Sale/Abandonment of De Minimis Assets Approved RAMLA USA: $85K Sale of Liquor License Interest to L.A. Spoon OK'd REALOGY GROUP: Moody's Assigns Ba1 Rating to New Sec. Bank Debt REALOGY GROUP: S&P Rates New Secured Credit Facility 'BB+' REBECCA SHIRLEY: Sale of Crittenden Real & Personal Property Okayed REBUILTCARS CORP: To Pay First Home Bank $1,735 Monthly ROBERT MATTHEWS: Sale of 1999 Jaguar XJ8 for Salvage Value Okayed ROCKY MOUNTAIN: Amends 250 Million Shares Resale Prospectus ROSENBAUM FARM: Needs More Time for Third-Party Plan Discussions SEARS HOLDINGS: Fairholme Has 17.4% Stake as of Jan. 11 SEARS HOLDINGS: S&P Cuts CCR to 'CCC-' on Debt Restructuring SEASTAR HOLDINGS: Jan. 23 Meeting Set to Form Creditors' Panel SENIOR CARE GROUP: U.S. Trustee Directed to Appoint PCO in 4 Cases SENTINEL MANAGEMENT: MBF Bid to Dismiss Clawback Suit Junked SOLBRIGHT GROUP: Incurs $2.89 Million Net Loss in 2nd Quarter SOLID LANDINGS: Feb. 28 Hearing on Joint Liquidation Plan SOUTHWORTH CO: Expedited Sale of Agawam Property Okayed SOUTHWORTH CO: Mohawk Fine Buying Two Die Cutters for $150K SPECTRUM HEALTHCARE: PCO Reports Fluctuating Census at Derby SPORTS ZONE: $900K Bid to Open Jan. 25 Auction of All Assets SQUARE ONE: Xin Sheng Xie Buying Gainesville Property for $1.6M SRA MANAGEMENT: Jan. 31, 2018 Proof of Claim Deadline Set SS&C TECHNOLOGIES: Moody's Affirms Ba3 CFR; Outlook Negative STOLLINGS TRUCKING: Brewer Buying Five Vehicles for $21K TOLL BROTHERS: Moody's Rates Proposed $300MM Unsecured Notes Ba1 TOLL BROTHERS: S&P Rates New Senior Unsecured Notes 'BB+' TOWER PROPERTIES: Taps Robert L. Marrero as Legal Counsel TRANSWORLD SYSTEMS: S&P Cuts CCR to 'CCC-' on Contract Loss TRE AMICI: $190K Sale of Assets to TMG Approved TRICO GROUP: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable UNIVERSAL LAND: Proposes an Auction of Livestock & Frozen Genetics UNIVERSAL LAND: Proposes Auction of Equipment UNIVERSAL LAND: Proposes Vermillion & Vigo Properties Auction USI SERVICES: Taps Mandelbaum Salsburg as Legal Counsel VESCO CONSULTING: $80K Sale of Dynapac CA362D Roller Approved VILLA PROPERTIES: Taps Steinberg Shapiro as Legal Counsel VILLAGE VENTURES: Goslee Buying Garland Property for $13.5K VOYA FINANCIAL: Fitch Rates New $350MM Jr. Subordinated Notes 'BB+' VOYA FINANCIAL: S&P Rates $350MM Junior Subordinated Debt 'BB+' VPH PHARMACY: Winrose Not Granted Super-Priority Status, Ct. Rules WALTER INVESTMENT: Expects to Emerge from Chapter 11 by Jan. 31 WARRIOR MET: S&P Raises CCR to 'B' on Strong Performance WILLIAM J. FOCAZIO: Taps Trenk DiPasquale as Legal Counsel WOODBRIDGE GROUP: Committee Taps Berger as Special Counsel WORLD INTERNATIONAL: SCCB Objects to Use of Cash Collateral WRAP MEDIA: Luckett, IPL File 2nd Amended Combined Plan [*] Andrew Cardonick Joins Sidley Austin's Global Finance Practice [*] Ashley Jericho Joins McDonald Hopkins' Detroit Office [^] BOOK REVIEW: The Sorcerer's Apprentice -- Medical Miracles ********* 21ST CENTURY: Exits Chapter 11 Bankruptcy with New Leadership ------------------------------------------------------------- 21st Century Oncology Holdings, Inc., the largest global provider of integrated cancer care services, on Jan. 17 disclosed that it has emerged from Chapter 11 under new owners, including certain funds and accounts managed by Beach Point Capital Management LP, Governors Lane, LP, J.P. Morgan Investment Management, Inc., Oaktree Capital Management, LP, Roystone Capital Management LP, and HPS Investment Partners LLC. The owners are providing new growth and working capital to the Company and have high expectations for the Company's long-term success. With a substantially improved balance sheet and operating footprint, the Company has greater financial flexibility to enhance its ability to provide critical medical care and services to oncology patients across the world. The leadership of the reorganized 21 [st] Century Oncology includes a new Governing Board, which includes Thomas Gordon, Mark Stolper, Fulton Collins, Nilay Mehta, Robert Cook and Jeff Goldberg. Collectively, the new Board has significant healthcare and corporate leadership experience. As its first order of business, the Board unanimously appointed Kimberly Commins-Tzoumakas as Interim Chief Executive Officer. "Kim has been a key part of the executive team for the past few years, and during the Chapter 11 process she was instrumental in achieving a resolution of various key issues that ultimately allowed us to obtain approval of the Plan earlier this month," said Mr. Goldberg, chair of the new Board. "Kim will provide important leadership, stability and continuity as we transition into the post-Chapter 11 phase and conduct a search for someone to fill the role on a permanent basis." Mr. Goldberg added, "We have amazing physicians, a talented senior leadership team and incredible employees across the organization. I know I can speak for the full Board and our new ownership when I say that our team is our greatest asset, and it adds greatly to our confidence that we can execute on our business plan and become an even stronger provider of integrated cancer care services. We all are aligned on the long-term strategy and are fully committed to what will always be our top priority -- providing the best medical care possible to our patients." Ms. Commins-Tzoumakas said, "I am very excited about this opportunity to help lead 21 [st] Century Oncology during an important time in the Company's history. The successful financial restructuring provides a fresh start and an infusion of capital from our new ownership group, which demonstrates their confidence in the Company and its future. We now have the opportunity to fully leverage the strengths of our business and the skills of our medical professionals and other employees. We are very grateful that our physicians, patients, partners and employees stood by us as we went through the Chapter 11 process. The Board and I intend to work as hard as we can to reward their loyalty, support and patience and to make sure the Company reaches its full potential." NEW LEADERSHIP BIOGRAPHIES Thomas Gordon Thomas Gordon has over 20 years of experience in managing medical organizations. He previously served as Executive Vice President of Cedars-Sinai Health System, as Chief Executive Officer of Cedars-Sinai Medical Network Services, and as Chief Executive Officer of the Medical Group of Beverly Hills. Mr. Gordon teaches a course on Leadership in the Executive MPH Program, is a preceptor in the graduate program in Health Policy and Management, and is a member of the Professional Advisory Council for the Fielding School of Public Health at the University of California, Los Angeles. He also is a guest lecturer at UCLA's Anderson School of Business. Mr. Gordon currently serves as the chairman of the board of the DSL Construction Corporation and a co-trustee of the Don Levin Trust. Mark Stolper Mark Stolper is the Executive Vice President and Chief Financial Officer of RadNet, Inc., the largest owner and operator of freestanding medical diagnostic imaging centers in the United States. Mr. Stolper also currently serves as a member of the board of directors of Rotech Healthcare (the third largest provider of respiratory services, sleep apnea and durable medical equipment to patient homes in the U.S.) and RTI Surgical, Inc. (a developer, manufacturer, and distributer of orthopedic and other surgical implants). Mr. Stolper has also previously served on the board of directors of several public and private health care companies. George Fulton Collins George Fulton Collins currently serves as a partner of Collins Investments, a privately held family investment company and as CEO of Collins Capital. Mr. Collins previously served as the Chairman and CEO of Network Communications Inc. (nci.com), one of the largest national media companies serving multi-family and home improvement real estate markets. His professional career began in the consumer products industry working for industry leading companies like E&J Gallo and Nestle S.A. Mr. Collins has served on the board of several privately held companies, including Euramax International, a multinational building products company, and Envirotest Systems Holdings, an international leader in vehicle emissions testing and technology. Mr. Collins served as the worldwide Chairman of the Young Presidents' Organization (YPO) Board for 2013-2014 and was a member of the board of directors from 2010-2015. Nilay Mehta Nilay Mehta is a Senior Vice President at Oaktree Capital Management. Prior to joining Oaktree in 2014, Mr. Mehta was a managing director at ALJ Capital Management, where he was responsible for sourcing and evaluating distressed and special situation investments, and a managing director at Par-Four Investment Management. Mr. Mehta began his career as a senior research analyst with W.R. Huff Asset Management before joining BNY Capital Markets, most recently as a Vice President. Robert Cook Robert Cook is a Managing Director and the global head of the High Yield team in the Global Fixed Income, Currency & Commodities (GFICC) group at J.P. Morgan Asset Management. Based in Indianapolis, Mr. Cook is the lead portfolio manager and is responsible for overseeing high yield total return strategies, sub-advised mutual fund assets and absolute return credit products. Prior to joining the firm in 2004, Mr. Cook spent ten years at 40|86 Advisors, most recently as co-head of the Fixed Income investment process, responsible for managing high yield total return assets and directing credit research. Previously, he worked at PNC Bank's investment banking division in Pittsburgh, where he was involved with syndicated loans, M&A, private placements and structured products. Jeff Goldberg Jeff Goldberg is chair of the board of LifeCare (a post-acute care health services company), chair of the board of Corizon Health (a company providing correctional health care services), and chair of the board of M*Modal (one of the country's leading providers of clinical-documentation-improvement services to health care systems). In the past, Mr. Goldberg has served as chair of the board of Physiotherapy Associates (one of the country's largest physical therapy companies), co-chair of the board of Surgical Specialties Corporation, a supplier of surgical devices, and president of IncuMed (Al Mann's technology incubator for development-level companies). Mr. Goldberg has held executive management positions in the health care industry, including with Advanced Bionics Corporation, Los Angeles Orthopaedic Hospital (in alliance with UCLA Healthcare), and the Doheny Eye Institute (affiliated with UCLA Healthcare). Kimberly Commins-Tzoumakas Kim Commins-Tzoumakas has served as a member of 21st Century Oncology's executive team, as an advisor to the board, and as General Counsel since November 2014. Before that, she served in an executive legal role with Carondelet Health Network and was a key founder of the Michigan office and a board member of Hall Render, a national health care law firm. About 21st Century Fort Myers, Florida-based 21st Century Oncology Holdings, Inc. (NYSEMKT:ICC), formerly Radiation Therapy Services Holdings, Inc., is a physician-led provider of integrated cancer care (ICC) services. It operates an integrated network of cancer treatment centers and affiliated physicians in the world which, as of December 31, 2015, deployed approximately 947 community-based physicians in the fields of radiation oncology, medical oncology, breast, gynecological, general surgery and urology. As of December 31, 2015, the Company's physicians provided medical services at approximately 375 locations, including over 181 radiation therapy centers, of which 59 operated in partnership with health systems. Its cancer treatment centers in the United States are operated under the 21st Century Oncology brand. As of Sept. 30, 2016, 2st Century had $1.05 billion in total assets, $1.39 billion in total liabilities, $472.3 million in series A convertible redeemable preferred stock, $19.24 million in non-controlling interests - redeemable and a total deficit of $833.89 million. * * * As reported by the TCR on Nov. 4, 2016, S&P Global Ratings lowered its corporate credit rating on 21st Century Oncology Holdings to 'SD' from 'CCC' and removed the ratings from CreditWatch, where they were placed with negative implications on May 17, 2016. "The downgrade follows 21st Century's announcement that it failed to make the Nov. 1, 2016, interest payment on the 11.0% senior unsecured notes due 2023," said S&P Global Ratings credit analyst Matthew O'Neill. Given S&P's view of the company's debt level as unsustainable, and ongoing restructuring discussions, it does not expect a payment to be made within the grace period. 31 TOZER ROAD: Beverly City Not Guilty of Violating G.L.c. 93A -------------------------------------------------------------- In CITY OF BEVERLY, vs. BASS RIVER GOLF MANAGEMENT, INC., & another, No. 15-P-171 (Mass. App), the Appeals Court of Massachusetts ruled in favor of the City of Beverly affirming the judgment entered by the Superior Court. In this case, the Appeals Court considered the propriety of actions taken by the city of Beverly, which owns the Beverly Golf and Tennis Club, and by Bass River Golf Management, Inc., which operated the facility for almost two years pursuant to a management contract with the city. On March 11, 2011, the city commenced an action in the Superior Court against Bass River and 31 Tozer Road, L.L.C., the guarantor of Bass River's payment obligations to the city, asserting claims for breach of contract against each party and seeking damages. Bass River filed counterclaims against the city which alleged violations of G. L. c. 93A, breach of contract, breach of an implied covenant of good faith and fair dealing, breach of warranty, and conversion. Following a trial, the jury, in response to special questions, found that Bass River had breached its management contract with the city, that Tozer had guaranteed Bass River's payment obligations, and that the city was entitled to damages of $631,969.63. The jury also found that the city had violated the covenant of good faith and fair dealing in its contractual relationship with Bass River and that the city had converted Bass River's property. The jury awarded Bass River damages of $48,967.33. Thereafter, the judge determined that Bass River had not proved that the city violated G. L. c. 93A. Bass River and Tozer filed a motion to amend the findings of facts and rulings of law, to amend the judgment, or, in the alternative, for a new trial. The judge amended the judgment against Tozer to $600,000, in conformity with the language of the guaranty. In all other respects, the motion was denied. An amended final judgment entered on Oct. 3, 2014, adding interest accrued on the damages awarded by the jury, limiting the judgment against Tozer as guarantor, and dismissing the parties' remaining claims and counterclaims. Bass River and Tozer appealed, contending that the judge erred in (1) denying their motion for a directed verdict; (2) denying their motion to amend the judgment or for a new trial; (3) refusing to give, or improperly giving, particular jury instructions; and (4) dismissing the counterclaim alleging violations of G. L. c. 93A. On Nov. 10, 2016, Tozer filed a voluntary petition for bankruptcy under Chapter 11 of the United States Bankruptcy Code. Tozer then filed a suggestion of bankruptcy with this court, requesting that the present appeal be stayed. In their supplemental briefs, both parties contend that this appeal should be stayed as to Tozer, but not as to Bass River. The Appeals Court agrees. As a preliminary matter, the city argues that Bass River has waived its right to seek appellate review of the denial of its motion for a directed verdict because it did not renew such motion at the close of all the evidence. The Court agrees. Notwithstanding the fact that several relevant portions of the transcript are largely inaudible, there is nothing to suggest that Bass River renewed its motion for a directed verdict at the conclusion of the presentation of its own evidence, or that it attempted to reconstruct the transcript to reflect the fact that this motion had been made. By failing to take such action, Bass River waived its right to appeal from the denial of its motion. The Appeals Court concludes, therefore, that the judge did not err in denying Bass River's motion for a directed verdict with respect to the city's breach of contract claim. Bass River argues that the judge erred in dismissing its counterclaim pursuant to G. L. c. 93A, section 11. In Bass River's view, the judge incorrectly determined that the city was not engaged in "trade or commerce" when dealing with Bass River and, further, that even if the city was so engaged, the city's conduct was not unfair or deceptive within the meaning of the statute. Based on the evidence presented at trial, the judge stated that Bass River was aware of the physical condition of the clubhouse, including the fact that the second floor was not accessible to persons with disabilities, when it entered into the assignment of the management contract. The judge further stated that no legally authorized agent for the city had made binding representations concerning a specific time frame for the completion of renovations to the clubhouse, and the management contract was silent on the matter. In addition, the judge stated that, although financial constraints precluded the city from immediately performing all of the repairs and improvements contemplated by the management contract and the Gale reports, the city did undertake such projects as municipal finances permitted. On that basis, the Court cannot say that the city's dealings with Bass River rose to the level of unscrupulous, coercive, or "[i]ntentionally gainful misconduct" that is characteristic of wrongdoing under G. L. c. 93A. Accordingly, the Court concludes that the judge did not err in dismissing Bass River's c. 93A counterclaim. A full-text copy of the Appeals Court's Decision dated Jan. 5, 2018 is available at https://is.gd/GfkRZ3 from Leagle.com. Denis J. Sullivan -- dsullivan@barclaydamon.com -- for the defendants. Eitan Y. Goldberg , Assistant City Solicitor (Stephanie M. Williams, City Solicitor, also present) for the plaintiff. About 31 Tozer Road 31 Tozer Road, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 16-14309) on November 10, 2016. The petition was signed by Manuel C. Barros, manager. The case is assigned to Judge Joan N. Feeney. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. 417 RENTALS: March 21 Plan and Disclosure Statement Hearing ----------------------------------------------------------- Judge Cynthia A. Norton of the U.S. Bankruptcy Court for the Western District of Missouri conditionally approved 417 Rentals, LLC's disclosure statement to accompany its plan of reorganization dated Jan. 5, 2018. March 21, 2018 at 11:00 a.m. is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan and related matters at Bankruptcy Crtrm 222 N. John Q Hammons Pkwy Springfield, MO. March 6, 2018 at 11:00 a.m. by telephone is the date for status hearing to discuss any confirmation issues that should arise. Feb. 27, 2018 is the deadline for: A. Filing with the Court objections to the disclosure statement or plan confirmation; and B. Submitting to counsel for the plan proponent ballots accepting or rejecting the plan. About 417 Rentals Based in Brookline, Missouri, 417 Rentals, LLC, is a privately held company in the real estate rental service industry. 417 Rentals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-60935) on Aug. 25, 2017. Christopher Gatley, its member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC, serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. ACADIANA MANAGEMENT: PCO Files 3rd Interim Report for C. Indiana ---------------------------------------------------------------- Susan N. Goodman, the patient care ombudsman for Acadiana Management Group, LLC, submits her third interim report regarding her evaluation of the quality of patient care provided at Central Indiana AMG Specialty Hospital. On her visit to the Hancock Facility, the PCO did not observe patient care decline. Many staff reported being told that the bankruptcy "was finished" as of mid- December. Accordingly, PCO clarified that PCO engagement continued through plan confirmation, not just through plan disclosure. Census at Hancock was 6 at the time of PCO's visit. Maximum capacity at this location is 14. Staff reported that the census had been quite high in the week before PCO's visit. Debtor's staffing matrix does not generally allow for aide support to the nursing staff until a census of 10 is reached. Clinical staff noted several challenges with two nurses covering 9 patients over the weekend. Immediate patient safety concerns; however, were denied. While these staffing ratios are consistent with the Debtor's staffing matrix, multiple team members voiced concern that this minimal staffing coverage created strain and could not be maintained over an extended period. Patient interviews also reflected a perception that staff was "stretched thin," leading to episodic extended-wait times for nursing to respond to the call-light request. At the Muncie facility, the PCO observed 14 patients at the time of her visit with a potential maximum capacity of 18. Clinical staffing included a charge nurse, three nurses, and one tech/aide. PCO observed care, engaged with clinical, pharmacy, therapy, case management, dietary, environmental services, registered dietician, admitting, HIM, quality, and wound care staff. PCO also interviewed about 40% of the patient population, including family members, and spoke with the two physicians rounding at the facility. The PCO will remain engaged remotely, as needed, on improvement efforts in several key areas. Other than the loss of visa-program nurses as a consequence of the bankruptcy, PCO did not observe any other patient impact concerns that could be attributed to the bankruptcy. The PCO anticipates plan confirmation before a fourth site visit/report will be necessary. The PCO encouraged site staff to reach out should any concerns arise between the filing of this report and plan confirmation, particularly if strained staffing dynamics continue. The PCO will follow-up accordingly if any concerns are reported. A full-text copy of the PCO's Third Interim Report dated Jan. 9, 2018 is available at: http://bankrupt.com/misc/lawb17-50799-646.pdf About Acadiana Management Acadiana Management and several affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on June 23, 2017. The petitions were signed by August J. Rantz, IV, president. Acadiana Management estimated assets of less than $50,000 and debt at $50 million and $100 million. Judge Robert Summerhays presides over the cases. Gold, Weems, Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Susan Goodman was appointed as patient care ombudsman. ACCESS PROGRAMMING: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Access Programming Services, Inc 3965 Investment Ln, Ste A-5 West Palm Beach, FL 33404-1787 Type of Business: Access Programming Services, Inc. is a privately held company specializing in the development of custom computer software. Case No.: 18-10624 Chapter 11 Petition Date: January 17, 2018 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Debtor's Counsel: Julianne R. Frank, Esq. JULIANNE FRANK, PA 4495 Military Trail, Suite 107 Jupiter, FL 33458 Tel: 561.389-8660 E-mail: julianne@jrfesq.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Harold Tyler Bell, COO. The Debtor did not file a list of 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb18-10624.pdf ADVANCED SOLIDS: $570K Sale of Personal Property Approved --------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Advanced Solids Control, LLC's sale of (i) first 2011 Cargo Craft 7x14 Expedition trailer to Sparky's Landscaping Services for $2,000 and second 2011 Cargo Craft 7x14 Tandem trailer for the minimum price of $1,500; (ii) 24 centrifuge packages and miscellaneous additional equipment to Campbell Oilfield Rentals, Ltd. for $549,750; and (iii) 11 20-yard round bottom split containers S. Brothers Waste Services, Inc. for $16,500 ($1,500 each). The sale of the equipment is "as is, where is," and free and clear of all liens, claims and encumbrances. The sale proceeds from the sales are to be paid to WTF Rentals, LLC as a partial payment towards WTF Rentals, LLC's secured claim. A copy of the list of equipment sold attached to the Order is available for free at: http://bankrupt.com/misc/Advanced_Solids_236_Order.pdf About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. W. Lynn Frazier, managing member, signed the petition. The Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. William R. Davis, Jr., Esq., at Langley & Banack, Inc., serves as bankruptcy counsel to the Debtor. Pena and Grillo PLLC serves as special counsel. AEROGROUP INT'L: Implementation of Reorganization Plan Amended -------------------------------------------------------------- Aerogroup International, Inc., and affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a second amended joint plan of reorganization dated Jan. 9, 2018. The latest filing amends the plan implementation as follows: "On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, will effectuate the Reorganization Transactions and will take any actions as may be necessary or advisable to effect a corporate restructuring of their respective businesses or a corporate restructuring of the overall corporate structure of the Debtors, to the extent provided herein. "The actions to implement the Reorganization Transactions may include, consistent with the IPCO Transaction Documents: (i) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree, including the formation of the entity or Entities that will comprise the Reorganized Debtors; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (iii) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or other organizational documents pursuant to applicable state law; (iv) the execution and delivery of the New Governance Documents; (v) the execution and delivery of the IPCO Transaction Documents, subject to any post-closing execution and delivery periods provided for in the IPCO License Agreement; (vi) the execution of the Term Loan Exit Notes Documents and the issuance of the Term Loan Exit Notes to the Holders of the Term Loan Claims, if applicable; (vii) the execution and delivery of the Exit Financing Documents, subject to any post-closing execution and delivery period provided for therein; (viii) the issuance of the Reorganized Holdco Equity in accordance with the Plan; and (ix) after cancellation of the Equity Interests in AGI Holdco, all other actions that the applicable Entities determine to be necessary or advisable, including making filings or recordings that may be required by law in connection with the Plan." A full-text copy of the Second Amended Joint Plan of Reorganization is available at: http://bankrupt.com/misc/deb17-11962-468.pdf About Aerogroup International Inc. Aerogroup International, Inc. -- http://www.aerosales.com/-- was established in 1987 through a buyout of the What's What division of Kenneth Cole. Doing business as Aerosoles, the company is a New Jersey-based women's footwear brand offering a wide array of footwear, including heels, flats, wedges, boots and sandals that appeal to broad consumer tastes. With plans to close 74 of 78 stores they are operating, Aerogroup International, 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. 17-11962) on Sept. 15, 2017. The cases are pending before the Honorable Kevin J. Carey. Aerosoles disclosed $73 million in assets and $109 million in liabilities as of the Petition Date. Aerosoles' legal advisor in connection with the restructuring is Ropes & Gray LLP. The Debtors hired Bayard, P.A. as co-counsel; Berkeley Research Group, LLC as restructuring advisor; and EisnerAmper, LLC, as accountant. Hilco Merchant Resources is assisting on store closings. Prime Clerk LLC is the claims and noticing agent. On September 26, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. No trustee or examiner has been appointed. AEROGROUP INT'L: Wants to Maintain Exclusivity Through April 16 --------------------------------------------------------------- Aerogroup International, Inc., and affiliates the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods to file a chapter 11 plan or plans and to solicit acceptances of such plan(s) for approximately 90 days through and including April 16, 2018, and June 12, 2018, respectively. A hearing on the Debtors' Motion will be held on Feb. 14, 2018 at 10:00 a.m. Objection deadline is on Jan. 26. On Oct. 24, 2017, the Debtors filed a chapter 11 plan of reorganization and a related disclosure statement. The Original Plan contemplated either a restructuring scenario or a liquidation scenario. Following the filing of the Original Plan, the Debtors agreed to the terms of a license agreement, a retail distribution agreement, and an asset purchase agreement with GBG USA Inc. Accordingly, on December 4, 2017, the Debtors filed their first amended joint plan of reorganization and the disclosure statement. The first amended plan removed the liquidation scenario present in the Original Plan and refined concepts related to the reorganization and sale to GBG. The Court approved the Debtors' disclosure statement on December 6, 2017. Shortly thereafter, the Debtors began solicitation of acceptances of the chapter 11 plan. At the close of the voting deadline on January 9, 2018, all voting classes had unanimously accepted the Debtors' plan. On January 9, 2018, the Debtors filed the Debtors' Second Amended Joint Plan of Reorganization and the Court held an initial confirmation hearing on January 11, 2018, which hearing will continue on January 17, 2018 at 10:00 a.m. Absent any extension, the Debtors' exclusive periods to file and solicit a plan pursuant to Bankruptcy Code section 1121 expire on January 14, 2018 and March 14, 2018, respectively. The Debtors assert that their efforts throughout these Chapter 11 Cases have been focused upon the execution of a comprehensive reorganization to maximize the value of the Debtors' assets for the benefit of its creditors. Although the Debtors believe it is likely that the Plan will be confirmed at the hearing scheduled for January 17, 2018, the Debtors seek for an extension of their exclusive periods out of an abundance of caution to preserve their rights. The Debtors contend that their Chapter 11 Cases have presented various complex and time consuming issues, including conducting store closing sales and addressing landlord issues, negotiating agreements with GBG USA Inc., developing and prosecuting a plan and disclosure statement, and attending to myriad other matters. These issues have required the full focus of the Debtors and their professionals since the Petition Date. About Aerogroup International Aerogroup International, Inc. -- http://www.aerosales.com/-- was established in 1987 through a buyout of the What's What division of Kenneth Cole. Doing business as Aerosoles, the company is a New Jersey-based women's footwear brand offering a wide array of footwear, including heels, flats, wedges, boots and sandals that appeal to broad consumer tastes. With plans to close 74 of 78 stores they are operating, Aerogroup International, 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. 17-11962) on Sept. 15, 2017. The cases are pending before the Honorable Kevin J. Carey. Aerosoles disclosed $73 million in assets and $109 million in liabilities as of the Petition Date. Aerosoles' legal advisor in connection with the restructuring is Ropes & Gray LLP. The Debtors hired Bayard, P.A. as co-counsel; Berkeley Research Group, LLC as restructuring advisor; and EisnerAmper, LLC, as accountant. Hilco Merchant Resources is assisting on store closings. Prime Clerk LLC is the claims and noticing agent. On Sept. 26, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. No trustee or examiner has been appointed. AMDIRADDO LLC: Plan and Disclosures Hearing Set for Feb. 28 ----------------------------------------------------------- Judge Robert E., Littlefield, Jr. of the U.S. Bankruptcy Court for the Northern District of New York conditionally approved Amdiraddo, LLC's small business disclosure statement referring to a chapter 11 plan dated Jan. 8, 2018. Feb. 21, 2018 is fixed as the last day for filing written acceptances or rejections of the Plan. The hearing on final approval of the Disclosure Statement and confirmation of the Plan is set for 10:30 a.m. on Feb. 28, 2018 at U.S. Courthouse, 445 Broadway, Suite 306, Albany, NY. Written objections to the Disclosure Statement must be filed and served no later than seven days prior to the Disclosure Hearing date. Written objections to confirmation of the Plan must be filed and served no later than seven days prior to the hearing on confirmation. The bankruptcy case is in re: Amdiraddo, LLC, Case No. 18-10010 (Bankr. N.D.N.Y.). AMERICAN APPAREL: Seeks May 14 Exclusive Plan Filing Extension -------------------------------------------------------------- APP Winddown LLC and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods during which the Debtors have the exclusive right to file a chapter 11 plan, by approximately 120 days, from Jan. 12, 2018 to May 14, 2018, and the period during which the Debtors have the exclusive right to solicit acceptances thereof through and including July 14, 2018. A hearing will be held on Feb. 22, 208 at 11:00 a.m. during which time the Court will consider the Debtors' Motion for exclusivity extension. Objections are due on Jan. 26. The Debtors recently obtained Court approval of a settlement with their prepetition lenders that, among other things, resolved various inter-creditor disputes ("Lender Settlement"). With that resolution in place, the Debtors are in the process of negotiating a chapter 11 plan that effectuates both the Lender Settlement and the January 2017 settlement among the Debtors, their Creditors' Committee, and the Litigation Trustee in the Debtors' 2015 chapter 11 cases. The Debtors are optimistic that, in the coming weeks, they will be able to propose, and ultimately confirm, a chapter 11 plan in these cases. During these chapter 11 cases, the Debtors have been working diligently toward winding down their estates. The Debtors have made substantial progress in the liquidation of their assets and the winding down of their estates. Following a robust auction, on February 8, 2017, the Debtors consummated the sale of their intellectual property and certain wholesale assets to Gildan Activewear, SRL. The Debtors thereafter liquidated their retail inventory through store closing sales, which concluded in April 2017. In conjunction with these efforts, by mid-2017, the Debtors had completely exited all of their leased locations -- including their headquarters and manufacturing facilities, distribution center, and retail stores. In addition to these operational efforts, the Debtors have also filed ten omnibus claims objections, primarily to administrative, priority, and/or secured claims in these cases. With Court's recent approval of the Lender Settlement, the Debtors contend that they are now in position to incorporate that Settlement, together with the UCC Settlement, into what they believe will be a consensual plan resolving these cases. The requested extension of the Exclusive Periods will afford the Debtors the opportunity to draft and, to the extent necessary, negotiate, the proposed plan with their key constituents. The Debtors assert that the requested extension will maintain the status quo and permit the Debtors to seek confirmation of the contemplated plan without the interruption or costs attendant to any competing plan process. The Debtors are hopeful that they ultimately will not require the full Exclusive Periods to complete she plan confirmation process, but seek the extensions in an abundance of caution in the event of unexpected delays. About American Apparel American Apparel Inc. was one of the largest apparel manufacturers in North America, employing 4,700 employees across 3 active manufacturing facilities, one distribution facility and approximately 110 retail stores in the United States. American Apparel and its affiliates filed for chapter 11 protection in October 2015, confirmed a fully consensual plan of reorganization in January 2016, and substantially consummated that plan on Feb. 5, 2016. Unfortunately, the business turnaround plan upon which the Debtors' plan of reorganization was premised failed. American Apparel LLC, n/k/a APP Windown, LLC, along with five of its affiliates, again sought bankruptcy protection (Bankr. D. Del. Lead Case No. 16-12551) on Nov. 14, 2016, with a deal to sell the assets. The petitions were signed by Bennett L. Nussbaum, chief financial officer. As of the bankruptcy filing, the Debtors estimated assets and liabilities in the range of $100 million to $500 million. As of the Petition Date, the Debtors had outstanding debt in the aggregate principal amount of approximately $215 million under their prepetition credit facility. Additionally, the Debtors have guaranteed one of its United Kingdom subsidiaries' obligations under a $15 million unsecured note due Oct. 15, 2020, according to court document. The Debtors have hired Laura Davis Jones, Esq. and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel; Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J. Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group, LLC as financial advisors; Houlihan Lokey as investment banker; and Prime Clerk LLC, as claims and noticing agent. The Official Committee of Unsecured Creditors is represented by lawyers at Bayard P.A. and Cooley LLP. In early 2017, the Debtors succeeded in selling their intellectual property and certain of their wholesale assets to Gildan Activewear SRL for approximately $100 million. The Court approved the Sale on Jan. 12, 2017, and the Sale closed on Feb. 8, 2017. On Feb. 9, 2017, in accordance with the closing of the Sale and the Sale Order, the Debtors filed appropriate documentation to change their names as: New Name Former Name -------- ----------- APP Winddown, LLC American Apparel, LLC APP USA Winddown, LLC American Apparel (USA), LLC APP Retail Winddown, Inc. American Apparel Retail, Inc. APP D&F Winddown, Inc. American Apparel Dyeing & Finishing, Inc. APP Knitting Winddown, LLC KCL Knitting, LLC APP Shipping Winddown, Inc. Fresh Air Freight, Inc. AMERIFLEX ENG'G: Has 30 Days After Adv. Case Ruling to File Plan ---------------------------------------------------------------- The Hon. Thomas M. Renn of the U.S. Bankruptcy Court for the District of Oregon, upon the behest of Ameriflex Engineering, LLC, has extended (a) the deadline to file a plan and disclosure statement as well as the exclusivity period until thirty 30 days after a Ruling is made in the Ameriflex v. Michael Zoller adversary proceeding, and (b) the deadline for Ameriflex to obtain confirmation of the plan until sixty days after the plan is filed. The Troubled Company Reported has previously reported that the Debtor asked the Court to extend the deadline to file a restructuring plan and disclosure statement and the exclusivity period until 30 days after a ruling is made in the Ameriflex v. Michael Zoller adversary proceeding. Ameriflex explained that the current deadlines do not provide the Debtor with sufficient time to file a plan because the parties and the Court have recognized that it makes more sense and would be more efficient for the Debtor to file its plan after the Court issues its ruling on the pending summary judgment motions in the adversary proceeding. The Court heard oral argument on the parties' cross motions for summary judgment on Aug. 30, 2017, and took supplemental briefing through Sept. 29, 2017. The matter is currently under advisement. The Debtor said that it is ready, able and willing to finalize and file its Disclosure Statement and Plan. The Debtor has already prepared and circulated a draft. However, the Debtor said that it simply cannot finalize and file its Disclosure Statement and Plan until the Court has issued its ruling. The Court and the parties acknowledged that fact and the Court has accordingly held on two occasions that "no plan will be filed" in this case until the Court issues its Ruling. Once the Ruling is issued, the Debtor will promptly: (1) update its Plan and Disclosure Statement, (2) circulate drafts to creditors pursuant to LBR 3017.1-1(a), and (3) confer with creditors regarding any disclosure statement objections. The Debtor said that only after those steps are taken can the Debtor file and seek conditional approval of the disclosure statement. Once approved, the Debtor can file its plan and ask the court to set a confirmation hearing and ballot deadline. Ameriflex anticipated Michael Zoller will object to the plan and a contested confirmation hearing will be necessary. Once the Court approves a disclosure statement and sets a confirmation hearing, the Debtor must provide a minimum of 28 days' notice to creditors of the voting deadline, deadline to object to the plan, and confirmation hearing date. Once objections are filed at the end of that period of time, time will be needed for the Debtor to prepare and file response briefs. Additional filings will also likely be necessary such as witness and exhibit lists. A 45-day time frame is simply unrealistic. Judge Hercher recently found that a minimum of 49 days are required. A 60-day time frame is conservative but realistic, the Debtor said. The Debtor has received some positive feedback from creditors and believed that at least one class of impaired claims will vote in favor of its plan (not including acceptance of the plan by insiders). Additionally, it is very unlikely that confirmation of the Debtor's plan will be followed by liquidation and the creditors in this case will receive more in the plan than in liquidation. The Debtor's financial advisor has prepared a liquidation analysis that further supports this conclusion. Although the Debtor's business continues to be affected by the bankruptcy filing, its monthly reports demonstrate that its business continues to generate net income that can be used over the plan period to make substantial payments to its creditors. About Ameriflex Engineering Ameriflex Engineering LLC -- http://rhboats.com/and http://fishrite-boats.com/-- is engaged in the design, development and manufacturing of boats. The Company was created in 2008 with the acquisition of the assets of then struggling River Hawk Boats, Inc. Cajon, Inc. and Pacific Diamond & Precious Metals each own 50% membership interest in the Company. Ameriflex Engineering filed a Chapter 11 petition (Bankr. D. Ore. Case No. 17-60837) on March 22, 2017. The petition was signed by Pacific Diamond & Precious Metals, Inc., member. At the time of filing, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Thomas M. Renn. The Debtor hired Tara J. Schleicher, Esq., at Farleigh Wada Witt, as bankruptcy counsel; Ball Janik LLP as special counsel; and Cramer & Associates as accountant. No trustee, examiner or committee has been appointed. AMPLIPHI BIOSCIENCES: Empery Discloses 7.5% Stake as of Jan. 10 --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Empery Asset Management, LP, Ryan M. Lane, and Martin D. Hoe reported that as of Jan. 10, 2018, they beneficially own 1,000,000 shares of common stock and 149,449 shares of Common Stock issuable upon exercise of Warrants of AmpliPhi Biosciences Corporation, constituting 7.50 percent of the shares outstanding. The percentage is based on 13,325,595 shares of Common Stock issued and outstanding as of Jan. 10, 2018 pursuant to the Prospectus Supplement filed with the SEC on Jan. 11, 2018 on Form 424(b)(5) and assumes the exercise of the Reported Warrants subject to the Blockers. Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise any of the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock. Consequently, as of Jan. 10, 2018, the Reporting Persons were not able to exercise any of the Reported Warrants due to the Blockers. A full-text copy of the regulatory filing is available at: https://is.gd/YlrEXA About AmpliPhi Biosciences Based in San Diego, California, AmpliPhi Biosciences Corporation -- http://www.ampliphibio.com/-- is a clinical-stage biotechnology company focused on treating antibiotic-resistant infections using its proprietary bacteriophage-based technology. AmpliPhi's lead product candidates target multidrug-resistant Staphylococcus aureus and Pseudomonas aeruginosa, which are included on the WHO's 2017 Priority Pathogens List. Phage therapeutics are uniquely positioned to address the threat of antibiotic-resistance as they can be precisely targeted to kill select bacteria, have a differentiated mechanism of action, can penetrate and disrupt biofilms (a common bacterial defense mechanism against antibiotics), are potentially synergistic with antibiotics and have been shown to restore antibiotic sensitivity to drug-resistant bacteria. Ampliphi reported a net loss attributable to common stockholders of $24.27 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $10.79 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $13.78 million in total assets, $4.02 million in total liabilities and $9.75 million in total stockholders' equity. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. ARMSTRONG ENERGY: Unsecureds to be Paid from $2.2MM GUC Reserve --------------------------------------------------------------- Armstrong Energy, Inc., and its affiliates filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a second amended joint Chapter 11 plan dated Jan. 9, 2018. The latest plan proposes to pay each holder of an allowed general unsecured claim its pro rata share of the GUC Reserve Amount of $2,200,000. The previous version of the plan asserted that class 4 general unsecured creditors will receive its pro rata share of the GUC Distribution Proceeds. The projected amount of allowed claims or interests for this class is $124,097,700 to $127,847,700. Estimated recovery for this class is 0-1%. A copy of the Second Amended Joint Chapter 11 Plan is available at: http://bankrupt.com/misc/moeb17-47541-384.pdf About Armstrong Energy Inc. Armstrong Energy, Inc., through its 100% wholly owned subsidiary Armstrong Coal Company, Inc., is a producer of steam coal in the Illinois Basin. Armstrong -- http://www.armstrongenergyinc.com/-- controls over 565 million tons of proven and probable coal reserves and operates five mines in Western Kentucky. Armstrong ships coal to utilities via rail, truck and barge and has the capability to provide low cost custom blend coal to fuel virtually any electric power plant in the Midwest and Southeast regions of the nation. The Company employs approximately 600 individuals on a full-time basis. Armstrong Energy and eight affiliates, including Armstrong Coal Company, Inc., sought Chapter 11 protection (Bankr. E.D. Mo. Lead Case No. 17-47541) on Nov. 1, 2017, after reaching a plan that would transfer assets to the Company's senior bondholders and Knight Hawk Holdings, LLC, in exchange for a $90 million credit bid. As of June 30, 2017, Armstrong Energy had $308.95 million in total assets, $435.3 million in total liabilities and a total stockholders' deficit of $126.3 million. The Hon. Kathy A. Surratt-States is the case judge. The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel; Armstrong Teasdale LLP as local counsel; Maeva Group, LLC, as financial advisor; FTI Consulting, Inc., as restructuring advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. The Supporting Holders tapped Paul, Weiss, Houlihan and Carmody MacDonald P.C. as counsel; and Houlihan Lokey, Inc., as financial advisor. Knight Hawk tapped Jackson Kelly PLLC as counsel. Majority shareholder Rhino Resource Partners Holdings LLC is represented by Thompson & Knight LLP. Thoroughbred Resources, L.P., is represented by Willkie Farr & Gallagher LLP. ARO LIQUIDATION: Files Motion to Sell Visa/MasterCard Claim ----------------------------------------------------------- ARO Liquidation, Inc., filed a voluntary petition under Chapter 11 of the Bankruptcy Code on May 16, 2016 - case 16-11275 (SHL) currently pending in the Southern District of New York. Development Specialists, Inc. ("DSI") was retained to provide management and restructuring services and William A. Brandt Jr. of DSI was designated as the Chief Restructuring Officer (CRO). As part of the wind down of the operations and liquidation of the remaining assets, the Company is selling what is commonly referred to as the Visa/MasterCard Litigation Claim ("the Claim"). The Claim is the subject of continuing class action litigation related to the possible recovery of Payment Card Interchange Fees and Merchant Discount Fees. The Company has entered into a "stalking horse" agreement for the sale of the Claim in the amount of $1,000,000. The sale will be "free and clear of all liens, claims and encumbrances" pursuant to Bankruptcy Court Order and will be subject to higher bids. Competing bids must be at least $1,050,000. Parties interested in gathering further information on the Claim and the sale process, should contact John Wheeler of DSI. All competitive offers for the Claim must be submitted via a specific process, no later than 4:00pm (EST), February 9, 2018, to be considered a qualified bid. If any qualified bids are received by the deadline, an open auction for parties submitting qualified bids, will take place at 10:00am (EST), Monday, February 12, 2018, at the law offices of TOGUT, SEGAL & SEGAL, LLP, located at One Penn Plaza, Suite 3335, New York, NY 10119. About DSI For nearly 40 years, DSI -- http://dsi.biz/-- has been a leading provider of management consulting and financial advisory services, including turnaround consulting, fiduciary roles, financial restructuring, litigation support, wind-down oversight and forensic accounting services. The company has offices in New York, Chicago, Los Angeles, San Francisco, Miami, and Columbus. About ARO Liquidation Aeropostale, Inc. (OTC Pink: AROPQ) is a specialty retailer of casual apparel and accessories, principally serving young women and men through its Aeropostale(R) and Aeropostale Factory(TM) stores and website and 4 to 12 year-olds through its P.S. From Aeropostale stores and website. The Company provides customers with a focused selection of high quality fashion and fashion basic merchandise at compelling values in an exciting and customer friendly store environment. Aeropostale maintains control over its proprietary brands by designing, sourcing, marketing and selling all of its own merchandise. As of May 1, 2016, the Company operated 739 Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale stores in Canada and 25 P.S. from Aeropostale(R) stores in 12 states. In addition, pursuant to various licensing agreements, the Company's licensees currently operate 322 Aeropostale(R) and P.S. from Aeropostale(R) locations in the Middle East, Asia, Europe, and Latin America. Since November 2012, Aeropostale, Inc., has operated GoJane.com, an online women's fashion footwear and apparel retailer. Aeropostale, Inc., and 10 of its affiliates each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11275) on May 4, 2016. The petitions were signed by Marc G. Schubac, senior vice president, general counsel and secretary. The Debtors disclosed assets of $354.38 million and total debt of $390.02 million as of Jan. 30, 2016. The Debtors hired Weil, Gotshal & Manges LLP as counsel; FTI Consulting, Inc., as restructuring advisor; Stifel, Nicolaus & Company, Inc., and Miller Buckfire & Company LLC as investment bankers; RCS Real Estate Advisors as real estate advisors; Prime Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as Canadian counsel; and Togut, Segal & Segal LLP as conflicts counsel. Judge Sean H. Lane is assigned to the cases. The U.S. trustee for Region 2 on May 11, 2016, appointed seven creditors of Aeropostale Inc. to serve on the official committee of unsecured creditors. The Committee retained Pachulski Stang Ziehl & Jones LLP as counsel. On June 29, 2017, Judge Lane authorized changes to the Debtors' corporate names in relation to their bankruptcy cases. The new name for Aeropostale Inc. is now ARO Liquidation, Inc., Case No. 16-11275. AUTO SUPPLY: Fisher Auto Buying All Assets for $10 Million ---------------------------------------------------------- Auto Supply Co., Inc., asks the U.S. Bankruptcy Court for the Middle District of North Carolina to authorize its bidding procedures and its Asset Purchase Agreement with Fisher Auto Parts, Inc., in connection with the sale of substantially all of its assets for $10 million subject to adjustments, subject to overbid. The Debtor's business has been adversely impacted by several identifiable trends in the OEM Parts and Aftermarket Parts industry. Notwithstanding the liquidity problems suffered by Debtor over the past year, it believes its business strategy and future prospects remain fundamentally strong. It desires to implement the strategic acquisition of its business and obtain the highest and best price from potential suitors for the benefit of its creditors. To accomplish this in an orderly and transparent fashion, and obtain the highest and best price from potential suitors for the benefit of its creditors, the Debtor has received from Fisher an offer to purchase substantially all of its assets pursuant to the APA. The Debtor believes such a strategic acquisition will preserve its business, maintain jobs for its employees, and continue to enhance the communities in which it operates its Retail Stores and Distribution Centers. To ensure maximum value is being received for the Assets, the Debtor has negotiated with Fisher for it to act as and be designated a "stalking horse" bidder, which permits the Debtor to continue to market its business and assets to other interested strategic buyers or investors. In the event competitive bids are received by the Debtor, Fisher's offer would be an opening bid at an auction sale, and other interested parties would be invited to submit competitive bids. To the extent necessary, Fisher has also agreed to be a supplier of inventory to Debtor post-petition, on a Cash on Delivery basis. It will sell to the Debtor at a competitive price, and the Debtor will be able to buy certain brands which will create efficiencies in its inventory supply. The Debtor anticipates inventory purchased from Fisher will have a very short shelf-life, such that it is not its expectation that Fisher will be re-purchasing the inventory from the Debtor under the APA. The Assets are encumbered by the security interests of Wells Fargo Bank, National Association and AC Delco/General Motors Corp. Pursuant to a Credit Agreement, dated as of Dec. 11, 2014 by and among the Debtor, Partland, LLC, an affiliate of the Debtor, and Wells Fargo, and the other "Loan Documents," the Debtor and Partland are jointly and severally liable to Wells Fargo for: (i) a revolving line of credit through Wells Fargo in the original amount of $15,000,000 and (ii) a term loan with Wells Fargo in the amount of $1,650,000. The WF Prepetition Debt is secured by properly perfected security interests in substantially all of the Debtor's and Partland's assets ("Collateral"). The current aggregate outstanding balances owed under the Revolving Facility and the Term Loan as of the Petition Date is approximately $10,048,896. The Debtor has a Distribution Agreement with General Motors, LLC, to market and sell AC Delco and General Motors Aftermarket Parts and products at its Retail Stores, which Distribution Agreement has been modified, amended and renewed from time to time. The Debtor has been an AC Delco distributor since 1999. The Debtor purchases AC Delco products on credit terms. To secure the debt, GM has a purchase money security interest in the AC Delco products sold to the Debtor, as well as a blanket lien on all other personal property assets owned by the Debtor pursuant to a Security Agreement executed by Debtor on Sept. 11, 2003. The current outstanding balance owed under the GM Credit Account is $3,586,647. GM subordinated its liens to Wells Fargo by written Intercreditor and Subordination Agreement dated Sept. 11, 2014. Upon information and belief, Wells Fargo holds a first priority security interest in the Assets, and GM holds a second priority security interest in the Assets. The Debtor is not aware of any liens, claims, encumbrances or interests in the Assets, other than the claims and liens of Wells Fargo and GM. The Debtor has a Warehouse Distributor Sales Agreement with Ford Motor Co. to market and sell Motorcraft and Ford Aftermarket Parts and products at its Retail Stores, which Distributor Agreement is modified, amended and renewed from time to time. The Debtor has been a Motorcraft distributor since 2002. It purchases Motorcraft products on credit terms. To secure the debt, Ford has a purchase money security interest in the Motorcraft Inventory sold to the Debtor pursuant to a "Security Agreement executed by Debtor on Sept. 14, 2014. The current outstanding balance owed under the Ford Credit Account is $3,040,981. Ford subordinated its liens to Wells Fargo by written Subordination Agreement dated Aug. 28, 2014. The Debtor asks authority to sell the Assets at a public auction sale pursuant to Section 363 of the Bankruptcy Code, after which it intends to file a Plan of Liquidation which will classify and treat claims against its estate. Wells Fargo and GM have liens in the Motorcraft Inventory, in addition to Ford's purchase money security interest in the Motorcraft Inventory. The salient terms of the APA Procedures are: a. Assets To Be Sold: The assets to be sold are substantially all of the Debtor's inventory, accounts receivable, vehicles, furniture, fixtures and equipment, its intellectual property, its miscellaneous tangible personal property, and other intangible assets, all as particularly defined in the APA, and described in detail in the APA and its Exhibits attached thereto. b. Assumption and Assignment of Contracts and Leases: The Debtor will assume and assign certain, specified real estate leases, equipment leases, services agreements and supplier contracts designated for assumption and assignment to Fisher. For a period of 30 days following the execution of the APA, Fisher has the right to delete up to three of the real estate leases and any equipment leases, service agreements or supplier contracts from the applicable schedules of Leases and Contracts. c. Purchase Price: The gross purchase price for the Assets is $10,000,000, as may be adjusted downward by actual inventory, accounts receivable and equipment values at Closing, free and clear of all liens, claims, interests and encumbrances. d. Expense Reimbursement: $350,000 e. Closing: A closing will take place within three business days of the date after the order approving the sale of the Assets to Fisher becomes a final non-appealable order, unless Fisher agrees to an earlier closing. f. No Representations or Warranties: The Assets are being sold "as is" and "where is" and Fisher acknowledges and agrees that, except as otherwise expressly provided in the APA, the Debtor makes no representations or warranties whatsoever, express or implied, with respect to any matter relating to the Assets. The Stalking Horse Offer represents a fair and reasonable price for the Assets, derived through arms-length negotiations, and after full and proper exposure of the Assets to be sold to the marketplace. It is Debtor's business judgment that the sale of Assets for the Stalking Horse Offer is in the best interest of creditors and the estate, represents a sound exercise of its business judgment and, accordingly, the form of the APA should be approved by the Court for a sale to Fisher, or other Successful Bidder at the Auction. In the event Fisher is the only bidder, and no Auction transpires, the Debtor will have no liability for any commissions, investment banking fees, finder's fees, broker's fees or other similar fees in connection with the APA. However, in the event Fisher is not the Successful Bidder, it will ask approval from the Court of a Success Fee to be paid to The Finley Group ("TFG"). Prior to the Petition Date, the Debtor entered into a contract with TFG to act as its financial advisor. The engagement of TFG as the Debtor's financial advisor included, among other things, certain services related to the marketing and sale of its business and assets to strategic and investment buyers that lead to sale process. With respect to the Sale Transaction Services, TFG will be paid a success fee. The Success Fee will be earned and paid at the closing of the sale approved by a Final Sale Order, and it will be calculated based on the gross sales price. TFG will be awarded a Success Fee from a transaction that closes during TFG's engagement or closes via sources identified by TFG within one year of TFG's termination. The amount of any Success Fee to be paid to TFG will be: (i) 1% of the gross sales price, if the gross sales price is less than $14 million; and (ii) 3% of the gross sales price, if the gross sales price isgreater than $14 million. For the avoidance of doubt, if Fisher is the Successful Bidder, only after its opening bid has been raised by an overbid, and such overbid exceeds an approved Expense Reimbursement by an amount equal to or greater than $150,000, the Success Fee will be earned by TFG. The Success Fee will be in addition to the hourly compensation earned by TFG for services provided to the Debtor, including the Sale Transaction Services, provided, however, that Debtor will be credited against the Success Fee any hourly fees billed to the Debtor in excess of $50,000. The Debtor asks that the Auction Bidding Procedures relating to the submission and consideration of competing offers be approved by the Court by the entry of a Sale and Auction Bidding Procedures Order approving the APA and the Auction Bidding Procedures. The salient terms of the Bidding Procedures are: a. Sale Participation Deadline: Feb. 12, 2018 b. Bid Deadline: Feb. 16, 2018 c. Deposit: $100,000 d. Acceptable Upset Bids: All Acceptable Upset Bids made before the Auction must be in an amount equal to or greater than $500,000 in excess of the value of the Stalking Horse Offer to account for (i) the Expense Reimbursement and (ii) an initial overbid in the amount of $150,000. For the avoidance of doubt, the value of the Stalking Horse Offer will be calculated by TFG by taking the Base Price and adjusting it per the APA. e. Auction: The Auction will take place in the law offices of Blanco Tackabery & Matamoros, P.A., 110 S. Stratford Road, Suite 500, Winston-Salem, North Carolina at 10:00 a.m. on Feb. 23, 2018. f. Subsequent Bids: $150,000 g. Final Sale Hearing: Feb. 28, 2018 h. Sale or Cure Amount Objection Deadline: Feb. 27, 2018 at 4:00 p.m. i. Closing Date: The closing date will be deemed to be the date upon which the consideration is paid and all closing documents are signed. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Auto_Supply_38_Sales_.pdf Fisher has identified in the APA the Contracts and Leases, for which it seeks to take assignment, subject to its right to remove certain Contracts and Leases from the applicable schedule to the APA for a period of up to 30 days from execution of the APA. The Debtor has agreed to assume and assign such Contracts and Leases to Fisher. Accordingly, it asks the Court to approve such assumption and assignment of such Contracts and Leases. The Debtor and TFG intend to continue their marketing efforts up to and including the date of the Auction. They believe such marketing efforts can produce competitive bidding at the Auction and hope such efforts will maximize the value of the Assets sold. The Purchaser: FISHER AUTO PARTS, INC. P.O. Box 2246 512 Greenville Avenue Staunton, VA 24402-2246/24401 Attn: Herbert L. Godschalk III E-mail: herb@fisherautoparts.com - and - Kent B. Massie P.O. Box 1084 Lexington, VA 24450-1084 E-mail: kentm@fisherautoparts.com About Auto Supply Co. Founded in 1954, Auto Supply Co., Inc. -- http://www.ascodc.com/-- is a family-owned supplier of OEM and aftermarket automotive parts, serving the automotive repair professional from three distribution centers, 15 store locations and seven battery trucks throughout North Carolina and Western Virginia. The company's products include: A/C Parts, Alternators & Starters, Batteries, Bearings & Seals, Belts & Hoses, Brakes, Caps (Radiator, Gas, etc.), Catalytic Converters, Chassis Parts, Chemicals, Clutches & Components, CV Axles, Distributors, Electric Motors, Electronics, Emissions, Engine Management, Engines & Parts, Filters, Fuel Pumps, Fuses & Lighting, Gaskets, Heater Parts, Ignition & Wires, Motor Mounts, Motor Oil, Oxygen Sensors, Power Steering, Radiators, Shocks & Struts, Spark Plugs, Thermostats, Timing Kits & Parts, TPMS Sensors, Transmission Fluid, Water Pumps, Wheel Hub Assemblies, and Wiper Blades. Auto Supply offers two car care center programs: ACDelco PSC and Parts Plus Car Care Center. The Company is based in Winston Salem, North Carolina. About Auto Supply Co. sought Chapter 11 protection (Bankr. M.D.N.C. Case No. 18-50018) on Jan. 8, 2018. The petition was signed by Charles A. Key, Jr., president. The case is assigned to Judge Lena M. James. The Debtor estimated total assets at $13.17 million and total debts at $22.04 million. The Debtor tapped Ashley S. Rusher, Esq., at Blanco Tackabery & Matamoros, P.A., as counsel. AVAYA INC: Fitch Assigns 'B' Long-Term IDR; Outlook Stable ---------------------------------------------------------- Fitch Ratings has assigned a 'B' Long-Term Issuer Default Rating (IDR) to Avaya Inc. and a 'B+'/'RR3' to the company's senior secured first lien term loan. Prior to Avaya's emergence from bankruptcy, Fitch had assigned an expected IDR of 'B(EXP)' and a 'B+'/'RR3(EXP)' to the senior secured first lien term loan. Fitch has withdrawn the 'CCC+'/'RR6(EXP)' rating previously assigned to the secured second-lien notes, which were not issued due to the upsizing of the senior secured first lien term loan. Fitch's actions affect approximately $2.9 billion of debt. The Rating Outlook is Stable. KEY RATING DRIVERS Post-Emergence Capital Structure: On Dec. 15, 2017, Avaya emerged from bankruptcy with approximately $2.9 billion in debt, down from approximately $6.1 billion at the time it sought protection in the U.S. bankruptcy court under Chapter 11 in January 2017. In addition to the senior secured first-lien debt, the company exited with approximately $350 million in cash. The company also has available a $300 million asset-backed loan (ABL) facility ($230 million available after letters of credit). Pension Obligation Reduction: As part of the reorganization, the company shed approximately $900 million in liabilities related to certain domestic pensions. In addition to the pension obligation reduction, the company eliminated an estimated average of $60 million annually in minimum required pension contributions through fiscal 2021. In return for the reduction in the pension liabilities, the Pension Benefit Guarantee Corporation received $340 million in cash and a 5.5% stake in the company. Significant Leverage Reduction: Fitch estimates total leverage will be reduced considerably, from 7.9x at the end of fiscal 2016, the last reported period prior to the Chapter 11 filing, to 4.4x in fiscal 2018. The reduction in debt and pension liability, as well as the latter's minimum required contributions have materially increased Avaya's financial flexibility. Potential for Improved FCF Generation: On a pre-petition basis, Avaya's FCF generation was relatively inconsistent over the previous four fiscal years. FCF increased to $232 million in fiscal 2017, after having declined to $17 million in fiscal 2016 from $91 million for fiscal 2015. All of the improvement in FCF in fiscal 2017 relative to fiscal 2016 was related to the $266 million decline in cash interest as the company ceased recording interest with the January 2017 Chapter 11 filing. Fitch estimates FCF could average $250 million to $300 million annually thereafter. Post-emergence FCF will benefit from the reduction in cash interest expense due to lower debt and by the elimination of an average of $60 million in estimated annual minimum required pension contributions. Business Restructuring: While in bankruptcy, Avaya sold its networking business in a sale that closed in July 2017. The networking business contributed approximately $251 million in revenue in fiscal 2016, and $162 million through the date of sale. The networking business was not a positive contributor to EBITDA. Unified Communications Segment Challenges: From a revenue perspective, the unified communications (UC) segment faces challenges given the ongoing decline in revenue from legacy hardware and endpoints (phones, desksets, etc.), which also affects maintenance revenue. The relatively stable sales of NextGen software partly mitigate the effects of the legacy revenue declines within the UC segment. Recurring Revenue from Service Contracts: Approximately 56% of total revenues in fiscal 2017 were from services with 83% of service revenues from recurring contracts. Recurring support services contracts generally have contract tenures of one to five years; private cloud and managed services contract terms range from one to seven years. Broad Distribution Network: Avaya's indirect channel, with approximately 6,300 partners at the end of fiscal 2017, extends the company's sales reach to more than 180 countries worldwide. Approximately 73% of total product revenue during fiscal 2017 was through indirect channels. Diversified Revenue Base: Avaya's revenue base is diversified from a customer, geographic and industry perspective. Avaya had more than 130,000 customers in mid-2017, including 90% of the Fortune 100 companies. Approximately 45% of total revenue was generated outside the U.S. during fiscal 2017. Recovery Rating (RR) Assumptions: The recovery analysis assumes the enterprise value of Avaya is maximized in a going-concern scenario versus liquidation. Fitch contemplates a scenario in which default may be caused by disappointing sales of the company's on-premise Contact Center offering along with continued secular pressure in UC. As a result, Avaya would likely invest in aggressive development and roll-out of a reinvigorated cloud-based contact center offering. Fitch believes the renewed strategy would result in a revenue decline from the transition to subscription software sales as well as EBITDA margin pressure from increased sales and R&D investments. Under this scenario, Fitch estimates a going-concern EBITDA of $500 million, which is approximately 25% below LTM 3Q17 EBITDA of $666 million. Fitch assumes Avaya will receive a going-concern recovery multiple of 5x EBITDA under this scenario. The 5x multiple compares to the bankruptcy exit multiple for Avaya of 8.1x, an M&A multiple of 9.0x for Nokia's acquisition of Avaya peer Alcatel-Lucent, as well as a median multiple of approximately 8x for public comparable companies including Cisco, Juniper, IBM and Synchronoss. Fitch assumes the $300 million secured ABL is to be fully drawn at the time of default and a 10% administrative claim through a restructuring. Fitch-forecasted going-concern EBITDA of $500 million and recovery multiple of 5.0x results in a post-reorganization enterprise value of $2.25 billion after the deduction of expected administrative claims and the assumed ABL drawn amount, resulting in 70% recovery for the $2.925 billion first-lien senior secured term loan, which allows for notching of +1 from the IDR of 'B' to 'RR3' . DERIVATION SUMMARY The global UC industry has historically exhibited moderate concentration with the top three vendors, Cisco Systems, Inc., Avaya Inc. and Microsoft Corporation (AA+/Stable), maintaining a 55% to 60% combined market share, while additional competitors including Alcatel-Lucent (subsidiary of Nokia Corp.) and Mitel Networks Corp. maintain high-single-digit market shares. Recent trends such as the entry of cloud-based competitors as well as hardware product commoditization have presented significant challenges to these legacy UC vendors. Cisco consistently refers to declining UC hardware sales in earnings discussions while Alcatel-Lucent considers UC product as non-strategic. Microsoft has largely been insulated from these pressures, having pursued a differentiated approach that centers on integration of third-party UC hardware into the company's enterprise software offerings. In contrast, Avaya has experienced sharp declines for UC product sales, to $954 million in FY17, 39.6% below FY14. Management is forecasting a continued decline of 16.4% per annum through FY20. As a result, Avaya's market share among its immediate competitors has declined from approximately 25% in 2010 to 15% in 2016. The Contact Center (CC) market has similarly been dominated by the leading vendors including Avaya, Cisco and Genesys Telecommunications Laboratories Inc., which maintained a combined market share of approximately 60%. The CC market has also been disrupted by emerging trends including closer integration of contact center functionality with CRM functions, as well as the entry of cloud-based competitors. In contrast to the UC market, legacy CC vendors have been able to avoid revenue pressure as enterprise customers have continued to prefer traditional on-premise solutions. However, cloud-based offerings have generated strong growth in SMB and midmarket segments and are gradually beginning to penetrate enterprise clients as well. This trend may accelerate as demonstrated by Cisco's acquisition of cloud contact-center provider, Broadsoft, Inc. Avaya's primarily on-premise offerings have allowed the company to generate continued CC product revenue growth of 3.4% per annum with management forecasting growth of 4.6% per annum through FY20. However, lack of cloud product has caused the company to miss out on higher growth opportunities and presents a risk of eventual share loss to cloud providers if cloud successfully penetrates enterprise segments. Avaya's ratings reflect the company's historically strong market position as a top-three provider in target markets in addition to an improved credit profile with significantly reduced interest expense and pension obligations upon emergence from Chapter 11. The ratings are limited by secular challenges, rapid revenue decline and market share loss in the UC segment, and uncertainties in CC segment growth given lack of an aggressive cloud strategy. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for the issuer include: -- Bankruptcy: The company emerged from bankruptcy with a $300 million undrawn ABL and a $2.925 billion senior secured first- lien term loan; -- Revenue: $3 billion in FY17, consistent with management forecasts; 10% decline in FY18 driven by rapid decline in UC and reduced retention rates, partially offset by strong growth in CC as emergence from bankruptcy releases pent-up demand; 6% and 4% declines in FY19 and FY20, respectively, driven by continued declines in UC, offset by improving retention rates and 2% product growth in Contact Center segment due to lack of cloud-based offering; -- Margins: EBITDA margin range of 23% to 25% driven by increased investment in cloud offerings leading to reduced gross margins and increased R&D spend, partially offset by cost reductions in SG&A; -- Capex: Capital intensity of 3% due to investment in hosted infrastructure; -- Debt: Cumulative debt repayments of $460 million in FY18-FY20 due to excess cash flow sweep provision and term loan amortization. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Improvement in the outlook for revenues for the company including positive revenue growth, expansion of margins due to continued cost reduction efforts and success in newer market areas, including cloud services. -- Strong FCF with FCF margins in the low double-digits. -- Leverage below 4x Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Continued deterioration in revenue expectations beyond the forecast horizon, combined with margin pressure. -- Leverage sustained above 5.5x. LIQUIDITY Adequate Liquidity on Emergence: Fitch believes Avaya emerged from bankruptcy with adequate liquidity based on the approximately $350 million cash balance and an undrawn $300 million ABL facility. Fitch estimates an FCF range of $250 million to $300 million in FY2018. As an outcome of the bankruptcy process, Fitch estimates approximately $170 million in cash flow savings will arise from lower interest expense and, to a lesser extent, reduced pension costs. The debt structure, in addition to the ABL facility, includes a $2.925 billion new first-lien term loan that has a seven-year maturity, and it will amortize at 1% annually. Near-term maturities are nominal and consist of the approximately $29 million of annual amortization on the $2.925 billion first-lien term loan. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: Avaya Inc. -- Long-Term IDR 'B'; Outlook Stable; -- Senior secured first lien rating 'B+'/'RR3'. Fitch has withdrawn the senior secured second lien rating of 'CCC+'/'RR6(EXP)'. BAB METAL: New Plan to Pay Unsecureds $5K Monthly Over 5 Years -------------------------------------------------------------- BAB Metal Recycling, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a first amended disclosure statement to accompany its chapter 11 plan of reorganization. General unsecured claimants in Class 13 will now receive distributions over 60 months, without interest. Distributions will be on at least a semi-annual basis. Each allowed Class 13 claimant will receive a pro-rata share of $5,000 per month from the Reorganized Debtor. Debtor retains the right to prepay any Class 13 Claim without penalty. The previous plan proposed to pay general unsecured claimants $12,500 per month over 48 months without interest. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-60038-91.pdf About BAB Metal Recycling Southwest Metal Recycling is a full service metal recycler in southwest Houston. It buys ferrous and non-ferrous metals. The Company specializes in meeting the needs of electricians, plumbers, pipefitters, sheet metal shops, fabricators, machine shops and engineers. BAB Metal Recycling, LLC, based in Houston, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-60038) on May 14, 2017. The Hon. David R. Jones presides over the case. Johnie Patterson, Esq., at Walker & Patterson, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Brian A. Brand, managing member. BAHATI LLC: No Payment for Unsecured Claimant Under Plan -------------------------------------------------------- Judge Daniel P. Collins of the U.S. Bankruptcy Court for the District of Arizona conditionally approved Bahati, LLC's disclosure statement referring to its proposed plan of reorganization. The Debtor has one general unsecured claim in the amount of $77,000. The Debtor's Chapter 11 Plan of Reorganization will not provide payment to the unsecured claimant and the unsecured claimant will be subject to the entry of a Discharge. The funds needed to comply with the Debtor's Plan of Reorganization will come from the Debtor's business revenues. The Debtor has continued to operate its business and has seen increases in rents and other gross receipts since the filing of this case. The Debtor believes that the occupants of its real property will continue to operate with cash positive revenues and will, therefore, be able to pay rents in a timely manner. In addition, the Debtor will continue to service it actuarial clients and will direct bill those clients and collect on those receivables. This will allow the Debtor to be successful under its Plan filed with the Court. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb2-17-07441-54.pdf About Bahati, LLC BAHATI, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 17-07441) on June 29, 2017, disclosing under $1 million in both assets and liabilities. The petition was filed pro se. BEAR FIGUEROA: PI Properties Buying Los Angeles Property for $2.9M ------------------------------------------------------------------ Bear Figueroa, LLC, asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of real property located at 10520 South Figueroa St., Los Angeles, California, including security deposits made by tenants at the Property, furniture and fixtures located at the Property, and other personal property located thereon, to PI Properties for $2,935,000. A hearing on the Motion is set for Jan. 30, 2017 at 11:00 a.m. The Debtor owns the Property, a 21-unit apartment building. The Property is encumbered by a first mortgage in favor of Evergreen Advantage, LLC and is serviced by FCI Lender Services Inc. The current balance of Evergeen mortgage is $2,377,136. The loan matured on Aug. 1, 2017. The Debtor was in the process of refinancing the Evergreen mortgage when it fell behind on its monthly payments beginning in Nov. 16, 2016. Evergreen recorded a notice of default and a notice of trustee's sale. The foreclosure sale was scheduled for April 7, 2017. The Debtor commenced its bankruptcy case to liquidate its assets and pay-off debts. O Dec. 10, 2017, the Buyer accepted an counteroffer of the Seller to sell the Property to it for $2,935,000, free and clear of all liens, claims, and interests. As a contingency to the offer and acceptance, the Buyer conducted a "walk through" inspection of the property on Dec. 10, 2017. As part of the walk through, the Buyer and the Debtor agreed that the cost of retrofitting the property, estimated at around $65,000 would be deducted from the prior agreed upon purchase price of $3,000,000. On Dec. 10, 2017, they executed the "Supplemental Escrow Instructions/General Provisions." By way of summary, the principal terms of the agreement are: a. The purchase price is $2,935,000 all cash. b. The Buyer has made a deposit of $100,000 into escrow with Cardinal Escrow. c. The Buyer will deposit an additional amount of $2,835,0000, plus closing costs, for a total consideration of $2,935,000, and an additional funds after/or instruments from Buyer required to close escrow. d. The Property will be sold "as is, where is" with no warranties or representations of any kind whatsoever. e. Escrow is to close upon the Court's approval. A copy of the Revised Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Bear_Figueroa_162_Sales.pdf The proposed sale will pay the first lienholder, Evergreen Advantage in the full secured amount of $2,377,136, estimated payoff demand on Dec. 31, 2017. The proceeds of the proposed sale will also payout the second lienholder, Los Angeles County Tax Collector, in full in the amount of $31,444. The Property possesses substantial equity, above the amount of claims filed against the Estate. As such, the Debtor submits that overbidding is not necessary for the Sale to be in the best interests of the Estate, and that the Sale to the Buyer without overbid is justified under the circumstances. The Property is a 21-unit apartment complex which is leased by the tenants. The Debtor is not aware of any cure amounts that will be required to be paid in order to assign these leases. It may also be party to certain executory contracts relating to utility services being provided to the Property. The Debtor asks to assign these contracts, as well; to the extent the Buyer desires to acquire them in connection with the Sale. As the Debtor is a limited liability company, all income taxes arising as a result of the Sale will be paid by the Debtor's owners, and will not become a liability of the Estate. The Creditors: THE EVERGREEN ADVANTAGE, LLC 1424 4th Street, Suite 777 30 Corporate Park, Suite 450 Santa Monica, CA 90401-2360 LOS ANGELES COUNTY TREASURER AND TAX COLLECTOR P.O. Box 54110 Los Angeles, CA 90054-0110 About Bear Figueroa Headquartered in Culver City, California, Bear Figueroa LLC owns a property located at 10520 South Figueroa Boulevard, Los Angeles, California 90003, valued at $2.9 million. For 2016, it recorded gross revenue of $265,000 compared to gross revenue of $250,000 during the prior year. Bear Figueroa filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-14249) on April 6, 2017, listing $2.9 million in total assets and $1.93 million in total liabilities. Denise Johnson, its managing member, signed the petition. Judge Vincent P. Zurzolo presides over the case. Lionel E Giron, Esq., at the Law Offices of Lionel E. Giron, serves as the Debtor's bankruptcy counsel. No creditors' committee has been appointed by the U.S. Trustee. BEAULIEU GROUP: $2.6M Sale of Parcels of Property to Cohutta Okayed ------------------------------------------------------------------- Judge Mary Grace Diehl of the U.S. Bankruptcy Court for the Northern District of Georgia authorized the private sale by Beaulieu Group, LLC and affiliates of (a) the parcel of real property located in Eufaula, Alabama consisting of approximately 37.834 acres together with a 266,000 square foot building located thereon (also known as Plant #620) and any equipment and machinery located in such building or otherwise on the property; (b) the parcel of real property located in Calhoun, Georgia consisting of approximately 21.94 acres together with a 75,788 square foot building located thereon (also known as Plant #710) and any equipment and machinery located in such building or otherwise on the property; (c) the parcel of unimproved real property located on Highway 286, Rout3 5, in Murray County, Georgia, consisting of approximately 12 acres and any equipment and machinery located on the property; and (d) all equipment and machinery located in the Model Facility (Plant #560), including, without limitation, (i) 2 CMC tufting machines, (ii) certain additional equipment and machinery designated on an attachment to the AGREEMENT, and (iii) the contents of certain trailers (but not the trailers themselves), to Cohutta Property Investments, LLC, for the aggregate purchase price of $2,600,000. An expedited hearing on the Motion was held on Jan. 5, 2018. The sale is free and clear of all liens, claims, encumbrances and interests, other than any duly recorded easements, rights-of-way and deed restrictions, and any such liens, claims, encumbrances, and interests will attach to the net proceeds of the sale received. Pursuant to Bankruptcy Rule 6004(h), the Order will not be stayed for any reason, including, the filing of a notice of appeal, and the Order will be effective immediately upon entry and the Debtors and the Buyer are authorized to close the sale immediately upon entry of the Order. The automatic stay provisions of Bankruptcy Code Section 362 are vacated and modified to the extent necessary to implement the terms and conditions of the Purchase Agreement and the provisions of the Order. About Beaulieu Group Founded in 1978 by Carl M. Bouckaert and Mieke D. Hanssens, Beaulieu Group LLC -- http://www.beaulieuflooring.com/-- is a privately owned American company that manufactures and distributes high-end quality products in carpet, engineered hardwood, laminate and luxury vinyl. Beaulieu Group has 2,500 full- and part-time hourly and salaried employees. Beaulieu Group, LLC, along with the two other affiliates, filed voluntary petitions seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 17-41677) on July 16, 2017. The cases are pending before the Honorable Judge Mary Grace Diehl. The cases are jointly administered. Scroggins & Williamson, P.C., is the Debtors' bankruptcy counsel. McGuireWoods is the special corporate counsel and Armory Strategic Partners is the restructuring advisor. American Legal Claim Services, LLC, is the claims and noticing agent. No trustee or examiner has been appointed in this case. No request has been made for the appointment of a trustee or examiner. An Official Committee of Unsecured Creditors was appointed on July 21, 2017. The Committee retained Thompson Hine LLP as counsel; Fox Rothschild LLP as co-counsel; and Phoenix Management Services LLC as financial advisor. BEBE STORES: B. Riley Financial Now Holds 29.4% of Capital Stock ---------------------------------------------------------------- bebe stores, inc. entered into a debt conversion, purchase and sale agreement with B. Riley Financial, Inc. ("Purchaser") and The Manny Mashouf Living Trust ("Seller") on Jan. 12, 2018. Pursuant to the Purchase Agreement, (i) B. Riley acquired 2,819,528 shares of common stock of bebe stores, par value $0.001 per share, in exchange for cancellation of all of the outstanding principal amount and accrued interest under the Loan and Security Agreement, between the Company and the lenders thereto, dated as of May 31, 2017, with one share of common stock issued to the Purchaser for every $6.00 of outstanding principal amount or accrued interest under the Loan and Security Agreement, (ii) the Purchaser acquired 250,000 shares of common stock from the Company for payment of $1,500,000 or $6.00 per share in cash and (iii) the Purchaser acquired 250,000 shares of common stock from Seller for payment of $1,500,000 or $6.00 per share in cash. Following the closing of the Transactions, the Purchaser holds 3,319,528 shares of common stock or approximately 29.4% of the outstanding capital stock of the Company. Subject to mutual agreement between the Purchaser and the Seller, the Purchaser has the right to acquire up to 500,000 shares of common stock from the Seller for payment of $6.00 per share in cash to Seller within 45 business days of the Closing Date. Pursuant to the Purchase Agreement, certain changes were made to the composition of the Company's board of directors, including (i) the size of the Board was set at five members, (ii) Brett Brewer and Seth Johnson resigned from the Board effective as of the Closing Date, (iii) Robert Galvin and Corrado Federico submitted resignations to the Board to be effective upon acceptance by the Board but no later than Oct. 1, 2018, (iv) Kenny Young and Nick Capuano were appointed to the Board as designees of Purchaser and (iv) the Company agreed to cause Nick Capuano to be appointed to the board of directors of BB Brand Holdings LLC, a joint venture of the Company. The Purchase Agreement provides that the Company will at least annually distribute a cash dividend to its shareholders from the cash proceeds received by the Company from BB Brand Holdings LLC after payment of or reasonable provision for any and all expenses and liabilities of the Company. Investor Agreement On Jan. 12, 2018, the Purchaser, Manny Mashouf and certain entities used by Mr. Mashouf to hold his shares in the Company, entered into an Investor Agreement. The Investor Agreement imposes certain acquisition and transfer restrictions on the Mashouf Stockholders with respect to shares of common stock to avoid an "ownership change" of the Company within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, and preserve certain net operating losses of the Company for U.S. federal income tax purposes. On Jan. 12, 2018, in connection with the Debt Conversion, the Company and certain of its subsidiaries entered into a Termination Agreement with the Purchaser (in its capacity as lender under the Loan and Security Agreement pursuant to an assignment from GACP I, L.P. on Jan. 5, 2018) and GACP Finance Co., LLC (in its capacity as Administrative Agent under the Loan and Security Agreement) to terminate all obligations of the Company under the Loan and Security Agreement and take any action that is required to evidence the termination of the Loan and Security Agreement and the security interests and liens granted therewith. Adpots Tax Benefit Preservation Plan On Jan. 12, 2018, the Board adopted a Tax Benefit Preservation Plan between the Company and Computershare Trust Company, N.A., as rights agent in accordance with the terms of the Purchase Agreement. By adopting the Tax Plan, the Board is helping to preserve the value of certain deferred tax benefits, including those generated by net operating losses and certain other tax attributes. The ability to use these Tax Benefits would be substantially limited if the Company were to experience an "ownership change" as defined under Section 382 of the Code. In general, an ownership change would occur if there is a greater than 50-percentage point change in ownership of securities by stockholders owning (or deemed to own under Section 382 of the Code) 5% or more of a corporation's securities over a rolling three-year period. The Tax Plan reduces the likelihood that changes in the Company's investor base have the unintended effect of limiting the use of the Company's Tax Benefits. The Board believes it is in the best interest of the Company and its stockholders that the Company provide for the protection of the Tax Benefits by adopting the Tax Plan. The Tax Plan is intended to act as a deterrent to any person acquiring shares of the Company's securities equal to or exceeding the Trigger Amount without the approval of the Board. This would protect the Tax Benefits because changes in ownership by a person owning less than 4.99% of the Company's stock are not included in the calculation of "ownership change" for purposes of Section 382 of the Code. The Board has established procedures to consider requests to exempt certain acquisitions of the Company's securities from the Tax Plan if the Board determines that doing so would not limit or impair the availability of the Tax Benefits or is otherwise in the best interests of the Company. Dividend of Preferred Stock Purchase Rights In connection with its adoption of the Tax Plan, the Board declared a dividend of one preferred stock purchase right for each share of Common Stock, par value $0.001 of the Company outstanding at the close of business on Jan. 26, 2018. As long as the Rights are attached to the Common Stock, the Company will issue one Right (subject to adjustment) with each new share of the Common Stock so that all such shares will have attached Rights. When exercisable, each Right will entitle the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company at a price of $10.88 per one one-hundredth of a share of Series A Preferred, subject to adjustment. Transfer, "Flip In" and Exercise of the Rights The Rights detach from the Common Stock and become exercisable if: (i) at the close of business on the tenth business day following a public announcement by the Company that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 4.99% or more of the Common Stock or (ii) at the close of business on the tenth business day (or such later date as may be determined by action of the Board prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement by the Company of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of affiliated or associated persons of shares of Common Stock equal to or exceeding 4.99% of the outstanding Common Stock. The Board may postpone the Distribution Date of the rights under certain circumstances. The Tax Plan provides that any person who beneficially owned shares of Common Stock equal to or exceeding 4.99% of the outstanding Common Stock immediately prior to the first public announcement of the adoption of the Tax Plan, together with any affiliates and associates of that person, will not be deemed to be an "Acquiring Person' for purposes of the Tax Plan unless the Existing Holder becomes the beneficial owner of one or more additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock in Common Stock, pursuant to a split or subdivision of the outstanding Common Stock). However, if upon acquiring beneficial ownership of one or more additional shares of Common Stock, the Existing Holder does not beneficially own shares of Common Stock equal to or exceeding 4.99% of the Common Stock outstanding, the Existing Holder shall not be deemed to be an "Acquiring Person" purposes of the Tax Plan. The Rights will be transferred only with the Common Stock until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights). After the Distribution Date, separate rights certificates will be issued evidencing the Rights and become separately transferable apart from the Common Stock. Unless redeemed or exchanged earlier by the Company or terminated, the rights will expire upon the earliest to occur of (i) the close of business on Jan. 12, 2028, (ii) the close of business on the effective date of the repeal of Section 382 of the Code if the Board determines that the Tax Plan is no longer necessary or desirable for the preservation of the Tax Benefits or (iii) the time at which the Board determines that the Tax Benefits are fully utilized or no longer available under Section 382 of the Code or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the Tax Benefits, or materially impair the amount of the Tax Benefits that could be used by the Company in any particular time period, for applicable tax purposes. Rights and Preferences of Preferred Stock Each share of Series A Preferred purchasable upon exercise of the Rights will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $1.00 per share or, if greater, an aggregate dividend of 100 times the dividend, if any, declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Series A Preferred will be entitled to a minimum preferential liquidation payment of $100 per share (plus any accrued but unpaid dividends), provided that such holders of the Series A Preferred will be entitled to an aggregate payment of 100 times the payment made per share of Common Stock. Each share of Series A Preferred will have 100 votes and will vote together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of the Common Stock are exchanged, each share of Series A Preferred will be entitled to receive 100 times the amount received per share of Common Stock. The Series A Preferred will not be redeemable. These rights are protected by customary antidilution provisions. Because of the nature of the dividend, liquidation and voting rights of the Series A Preferred, the value of one one-hundredth of a share of Series A Preferred purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and the number of shares of Series A Preferred or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A Preferred, (ii) upon the grant to holders of the Series A Preferred of certain rights or warrants to subscribe for or purchase Series A Preferred or convertible securities at less than the then current market price of the Series A Preferred or (iii) upon the distribution to holders of the Series A Preferred of evidences of indebtedness, cash, securities or assets (excluding regular periodic cash dividends at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of such dividend, or dividends payable in shares of Series A Preferred (which dividends will be subject to the adjustment described in clause (i) above)) or of subscription rights or warrants (other than those referred to above). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company beyond those as an existing stockholder, including, without limitation, the right to vote or to receive dividends. Merger, Exchange or Redemption of the Rights In the event that a Person becomes an Acquiring Person or if the Company were the surviving corporation in a merger with an Acquiring Person or any affiliate or associate of an Acquiring Person and shares of the Common Stock were not changed or exchanged, each holder of a Right, other than Rights that are or were acquired or beneficially owned by the Acquiring Person (which Rights will thereafter be null and void), will thereafter have the right to receive upon exercise that number of shares of Common Stock having a market value of two times the then current Purchase Price of the Right. In the event that, after a Person has become an Acquiring Person, the Company were acquired in a merger or other business combination transaction or more than 50% of its assets or earning power were sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the then current Purchase Price of the Right. At any time after a Person becomes an Acquiring Person and prior to the earlier of one of the events described in the last sentence of the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the then outstanding Common Stock, the Board of Directors may cause the Company to exchange the Rights (other than Rights owned by an Acquiring Person which will have become null and void), in whole or in part, for shares of Common Stock at an exchange rate of one share of Common Stock per Right (subject to adjustment). The Rights may be redeemed in whole, but not in part, at a price of $0.01 per Right by the Board of Directors at any time prior to the time that an Acquiring Person has become such. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Amendment of Tax Benefit Preservation Plan Any of the provisions of the Tax Plan may be amended by the Board of Directors, or a duly authorized committee thereof, for so long as the Rights are then redeemable, and after the Rights are no longer redeemable, the Company may amend or supplement the Tax Plan in any manner that does not adversely affect the interests of the holders of the Rights (other than an Acquiring Person or any affiliate or associate of an Acquiring Person). About bebe stores inc. Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) -- http://www.bebe.com/-- is a women's retail clothier established in 1976. The brand develops and produces a line of women's apparel and accessories, which it markets under the Bebe, BebeSport, and Bebe Outlet names. Manny Mashouf founded bebe stores, inc. and has served as chairman of the Board since the Company's incorporation in 1976. Mr. Mashouf became the chief executive officer starting February 2016. He previously served as the Company's CEO from 1976 to February 2004 and again from January 2009 to January 2013. Mr. Mashouf is the uncle of Hamid Mashouf, the Company's chief information officer. The Company operated brick-and-mortar stores in the United States, Puerto Rico and Canada. The Company had 142 retail stores before ending all retail operations in the U.S. by May 27, 2017. As of July 1, 2017, the Company had no remaining stores and had fully impaired, all of its remaining long-lived assets at its corporate offices and distribution center because of the shut-down of its operations. bebe stores reported a net loss of $138.96 million on $0 of net sales for the fiscal year ended July 1, 2017, compared to a net loss of $27.48 million on $0 of net sales for the fiscal year ended July 2, 2016. As of Sept. 30, 2017, bebe stores had $30.87 million in total assets, $39.21 million in total liabilities and a total shareholders' deficit of $8.34 million. The report from the Company's independent registered public accounting firm Deloitte & Touche LLP, in San Francisco, California, for the year ended Dec. 31, 2016, included an explanatory paragraph stating that the Company has incurred recurring losses from operations and negative cash flows from operations and expects significant uncertainty in generating sufficient cash to meet its obligations and sustain its operations, which raises substantial doubt about its ability to continue as a going concern. BIOSTAGE INC: Empery Reports 0.31% Stake as of Dec. 31 ------------------------------------------------------ In a Schedule 13G/A filed with the Securities and Exchange Commission, Empery Asset Management, LP, Ryan M. Lane and Martin D. Hoe disclosed that as of Dec. 31, 2017, they beneficially own 123,641 shares of Common Stock issuable upon exercise of warrants of Biostage, Inc., constituting 0.31 percent of the shares outstanding. The percentage is based on 39,787,615 shares of Common Stock issued and outstanding as of Dec. 13, 2017, as represented in the Company's Quarterly Report on Form 10-Q filed with the SEC on Dec. 15, 2017 and assumes the exercise of the Company's reported warrants. A full-text copy of the regulatory filing is available at https://is.gd/YDwdWh About Biostage Headquartered in Holliston, Massachusetts, Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company developing bio-engineered organ implants based on the Company's new Cellframe technology which combines a proprietary biocompatible scaffold with a patient's own stem cells to create Cellspan organ implants. Cellspan implants are being developed to treat life-threatening conditions of the esophagus, bronchus or trachea with the hope of dramatically improving the treatment paradigm for patients. Based on its pre-clinical data, Biostage has selected life-threatening conditions of the esophagus as the initial clinical application of its technology. Biostage reported a net loss of $11.57 million for the year ended Dec. 31, 2016, compared to a net loss of $11.70 million for the year ended Dec. 31, 2015. The Company's balance sheet as of Sept. 30, 2017, showed $2.55 million in total assets, $2.07 million in total liabilities and $477,000 in total stockholders' equity. KPMG LLP, in Cambridge, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. BON-TON STORES: Moody's Cuts Probability Default Rating to Ca-PD/LD ------------------------------------------------------------------- Moody's Investors Service downgraded The Bon-Ton Stores Inc.'s Probability of Default Rating ("PDR") to Ca-PD/LD from Caa3-PD and Corporate Family Rating ("CFR") to Ca from Caa3 due to the company's announcement that it has entered forbearance agreements following the expiration of the 30 day grace period on its missed interest payment. The limited default "LD" designation appended to Bon-Ton's probability of default rating reflects that the missed interest payment constitutes a default under Moody's definition. The limited default designation will remain until the company resolves the missed payment. Concurrently, the rating on the Senior Secured Second Lien Notes due June 2021 was downgraded to C from Ca. The ratings outlook remains negative. The downgrade reflects Bon-Ton missed December 15, 2017 interest payment on its 8.0% Senior Secured Second Lien Notes and the subsequent failure to make the payment during the 30-day grace period that expired. Bon-Ton has entered into forbearance agreements with its ABL credit lenders and a majority of noteholders that expire on January 26, 2018. Moody's views this as a limited default as it represents a default of only one element of the company's capital structure. Downgrades: Issuer: Bon-Ton Stores Inc., (The) -- Probability of Default Rating, Downgraded to Ca-PD /LD from Caa3-PD -- Corporate Family Rating, Downgraded to Ca from Caa3 -- Senior Secured Regular Bond/Debenture, Downgraded to C(LGD5) from Ca(LGD5) Outlook Actions: Issuer: Bon-Ton Stores Inc., (The) -- Outlook, Remains Negative Affirmations: Issuer: Bon-Ton Stores Inc., (The) -- Speculative Grade Liquidity Rating, Affirmed SGL-4 RATINGS RATIONALE Bon-Ton's Ca rating reflects the high likelihood of default due to the missed interest payment and subsequent forbearance agreements with lenders. The company is engaged in discussions with its lenders regarding ways to address its capital structure, which Moody's believes is unsustainable at current weak levels of operating performance. The company has significant leverage, with unadjusted debt/EBITDA expected to exceed 10.9 times by the end of Bon-Ton's current fiscal year, and weak coverage, with EBITDA less capital expenditures expected to be insufficient to cover interest costs. The October 2017 amendment to its credit facility and third quarter sale leaseback proceeds of $18.9 million enhanced its liquidity during peak borrowing periods, though Moody's believes a more permanent financing solution will be required to meet its peak funding needs in 2018 given the most recent bank amendment. The ratings also reflect the company's modest scale in the US Department Store sector, regional concentrations, and its relatively small but growing online penetration. The negative outlook reflects Moody's view that the company may have difficulty refinancing its debt without restructuring or impairment to lenders. Ratings could be downgraded further should the company default on other elements of its capital structure or pursue a formal reorganization under the U.S. Bankruptcy Code Additionally, ratings could be downgraded if Moody's comes to expect the recovery value on Bon-Ton's debt instruments to be lower than currently estimated. The ratings are unlikely to be upgraded without reducing debt to more sustainable levels. The Bon-Ton Stores Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 260 stores, which includes nine furniture galleries and four clearance centers, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. Revenues are approximately $2.5 billion. The principal methodology used in these ratings was Retail Industry published in October 2015. BON-TON STORES: Obtains Forbearance From Lenders Until Jan. 26 -------------------------------------------------------------- The Bon-Ton Stores, Inc., has entered into forbearance agreements with its ABL Credit Agreement lenders and an ad hoc group of holders of approximately 75% in aggregate principal amount of the Company's 8.0% Second Lien Secured Notes due 2021. Under the terms of the Forbearance Agreements, the ABL Credit Agreement lenders and the forbearing holders of the 2L Notes have agreed to forbear from exercising any and all remedies available to them as a result of the Company not making the interest payment due on the Notes on Dec. 15, 2017, subject to customary terms and conditions. The Forbearance Agreements will expire on Jan. 26, 2018, unless further extended by the parties. The forbearance period under the ABL forbearance agreement will be automatically extended to Feb. 4, 2018 if the forbearing holders of the 2L Notes agree to extend to that date. As previously disclosed, the Company is engaged in ongoing discussions with its debt holders in an effort to strengthen its capital structure to support the business. About The Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin -- http://www.bonton.com/-- operates 260 stores, which includes nine furniture galleries and four clearance centers, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. Bon-Ton Stores reported a net loss of $63.41 million for the year ended Jan. 28, 2017, a net loss of $57.05 million for the fiscal year ended Jan. 30, 2016, and a net loss of $6.97 million for the year ended Jan. 31, 2015. As of Oct. 28, 2017, Bon-Ton Stores had $1.58 billion in total assets, $1.74 billion in total liabilities and a total shareholders' deficit of $155.96 million. * * * As reported by the TCR on Dec. 21, 2017, S&P Global Ratings lowered its corporate credit rating on Bon-Ton Stores to 'SD' (selective default) from 'CCC'. The downgrade follows Bon-Ton's recent announcement that it did not make a $14 million interest payment on its 8% second-lien notes due on Dec. 15. A payment default has not yet occurred under the indenture governing the notes, which provides a 30-day elected grace period. S&P said, "However, we believe there is a high likelihood that the company will not make the interest payment in full within the stated grace period. We think the company did not make the interest payment to preserve shrinking liquidity and a restructuring, either out of court or through a court reorganization, is likely in the near future." In November 2017, Moody's Investors Service downgraded The Bon-Ton Stores' Corporate Family Rating to 'Caa3' from 'Caa1'. The downgrade reflects the high likelihood of a distressed exchange to reduce its debt obligations and improve the company's long term liquidity profile. BRONCO MIDSTREAM: S&P Ups CCR to B+ on Upgrade of Enable Midstream ------------------------------------------------------------------ S&P Global Ratings said it raised its corporate credit rating on Bronco Midstream Funding LLC to 'B+' from 'B'. The outlook is stable. At the same time, S&P raised the issue-level rating to 'BB-' from 'B' and revised the recovery rating on the issue–level debt to '2' from '3', indicating its expectation of substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. S&P said, "The rating action reflects the recent upgrade of Enable Midstream Partners L.P. and our expectation that Enable's distributable cash flow will continue to grow year-over-year and that Bronco's financial measures will improve as well. "Our 'B+' corporate credit rating on Bronco reflects a four-notch negative ratings differential relative to our 'BBB-' corporate credit rating on Enable Midstream Partners L.P.. Bronco Midstream's sole asset is its approximate 10% limited partnership interest in Enable. The notching differential reflects the structural subordination of Bronco relative to Enable's distributions, which it does not control. The factors that determine the number of notches below the rating on Enable include cash flow stability, corporate governance and financial policy, financial ratios, and the ability to liquidate investments. We assess these factors as either positive, neutral, or negative. "The stable rating outlook reflects our expectation that Bronco will continue to receive stable distributions from Enable, resulting in 2018 adjusted debt leverage in the 5x-5.5x range. "We could consider lower ratings if we lowered the rating on Enable. This could also occur if Enable cut its distributions, resulting in Bronco's interest coverage ratio being sustained below 3x. "Though unlikely in the next two years given the elevated leverage, we could raise the rating if we raised the rating of Enable. This could also occur if Bronco maintained interest coverage above 5x and debt leverage below 2x." BROWN & PIPKINS: Taps Paul Reece Marr as Legal Counsel ------------------------------------------------------ Brown & Pipkins, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Paul Reece Marr, P.C., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Paul Reece Marr, Esq. $325 Paralegal $125 Clerk $50 Paul Reece Marr, Esq., disclosed in a court filing that he does not represent any interest adverse to the Debtor and its estate. The firm can be reached through: Paul Reece Marr, Esq. Paul Reece Marr, P.C. 300 Galleria Parkway, N.W., Suite 960 Atlanta, GA 30339 Tel: 770-984-2255 Fax: (770) 984-0044 Email: paul@paulmarr.com About Brown & Pipkins Based in Atlanta, Georgia, Brown & Pipkins, LLC, provides management consulting services. Acsential Services, a division of Brown & Pipkins, offers a wide range of operational support services to its clients that include building services, custodial services, janitorial services, facility support services, food service operations, housing management, operator and management services, and administrative services. Brown & Pipkins is owned by Deidre Brown (90%) and Annette Pipkins (10%). Brown & Pipkins filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-71772) on Dec. 19, 2017. Deidre F. Brown, CEO and co-manager, signed the petition. The Debtor is represented by Paul Reece Marr, Esq., at Paul Reece Marr, P.C. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. BULOVA TECHNOLOGIES: Incurs $500,000 Net Loss in Fiscal 2017 ------------------------------------------------------------ Bulova Technologies Group, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $500,296 on $25.15 million of revenues for the year ended Sept. 30, 2017, compared to a net loss of $7.81 million on $18.72 million of revenues for the year ended Sept. 30, 2016. As of Sept. 30, 2017, Bulova had $20.29 million in total assets, $46.31 million in total liabilities and a total shareholders' deficit of $26.02 million. The Company has sustained substantial losses, and has minimal assets. These factors, the Company said, raise substantial doubt regarding its ability to continue as a going concern. The Company's existence is dependent upon management's ability to develop profitable operations and resolve its liquidity problems. A full-text copy of the Form 10-K is available for free at: https://is.gd/4TgAJB About Bulova Bulova Technologies Group, Inc., was originally incorporated in Wyoming in 1979 as "Tyrex Oil Company". During 2007, the Company divested itself of all assets and previous operations. During 2008, the Company filed for domestication to the State of Florida, and changed its name to Bulova Technologies Group, Inc., and changed its fiscal year from June 30 to Sept. 30. From Jan. 1, 2009, Bulova Technologies Group, Inc. operated in multiple business segments. Government Contracting was focused on the production and procurement of military articles for the US Government and other Allied Governments throughout the world, and was accounted for through two of the Company's wholly owned subsidiaries, Bulova Technologies Ordnance Systems LLC, and Bulova Technologies (Europe) LLC. In October 2012, this segment was discontinued through the sale of substantially all of the assets of Bulova Technologies Ordnance Systems LLC, with any remaining assets and liabilities associated with that operation being segregated and reported as a discontinued operation. Contract Manufacturing included the production of cable assemblies and circuit boards accounted for through BT Manufacturing Company LLC, a wholly owned subsidiary that was discontinued and disposed of in March 2011. In July of 2013, the Company began the sale of high precision industrial machine tools through a distributor network accounted for through Bulova Technologies Machinery LLC, a newly formed subsidiary. Bulova Technologies is headquartered in Clearwater, Florida. CAPITAL OPTIONS: 9th Cir. Affirms Denial of Plan Confirmation -------------------------------------------------------------- In the appeals case captioned CAPITAL OPTIONS, LLC, Appellant, v. C. DENNIS LOOMIS; et al., Appellees, No. 16-60053 (9th Cir.), the U.S. State Court of Appeals, Ninth Circuit, affirms the bankruptcy court's order denying confirmation of Capital Options' Chapter 11 plan of reorganization that was to be funded by the proceeds of Capital's adversary proceedings against George H. Goldsmith and G2, LLC. The Bankruptcy Court, having dismissed Capital's adversary proceeding with prejudice, found the reorganization plan to be infeasible, and also dismissed the administrative proceeding. Upon review, the Ninth Circuit agrees with the bankruptcy court's determination that the reorganization plan was infeasible. Justice Wallace dissented, saying that while he agrees with the majority on the merits, he would instead dismiss this appeal for lack of jurisdiction. This appeal is from the denial of plan confirmation without prejudice. The Supreme Court held in Bullard v. Blue Hills Bank that the denial of plan confirmation with leave to amend is categorically not a final order. 135 S.Ct. 1686, 1692 (2015). While Bullard involved a Chapter 13 case, the Court's reasoning applies with equal force to Chapter 11 cases, such as this case. See id. at 1693 ("These concerns [relating to piecemeal appeals] are heightened if the same rule applies in Chapter 11, as the parties assume"). Although not binding on the Ninth Circuit, the Bankruptcy Appellate Panel reached this same conclusion, citing Bullard, and held it had jurisdiction only by granting leave to review an interlocutory appeal. Unlike the Bankruptcy Appellate Panel, the Ninth Circuit cannot review interlocutory appeals, except in circumstances not applicable in the case. See In re Gugliuzza, 852 F.3d 884, 890-91 (9th Cir. 2017), citing 28 U.S.C. § 158(d)(1). Therefore, the Ninth Circuit has no jurisdiction to hear this appeal. A copy of the Ninth Circuit's Memorandum is available at https://is.gd/kQPXps from Leagle.com. CASHMAN EQUIPMENT: May 23 Further Hearing on Approved Assets Sale ----------------------------------------------------------------- Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts authorized Cashman Equipment Corp.'s sale of assets with modifications. The Debtor proposes to sell the assets free and clear of all liens, claims and interests. The Court held a hearing on the Motion. Objections were filed by Bank of America Leasing & Capital, LLC Rockland Trust Co., Santander Bank, N.A. and Key Equipment Finance. A further hearing on the Motion is set for May 23, 2018 at 10:00 a.m. The objection deadline is May 18, 2018. The counsel to the Debtor will submit an agreed upon proposed order as a supplemental document. About Cashman Equipment Corp. Headquartered in Boston, Massachusetts, Cashman Equipment Corp. -- http://4barges.com/-- was founded in 1995 as a barge rental and marine contracting company with a fleet of 10 barges, 9 of which were built in the 1950s and 1960s. Cashman Equipment and certain of its affiliates and subsidiaries own, operate, rent, and sell a fleet of vessels, including inland and ocean barges, marine accommodation barges, specialized oil spill recovery barges, and tugs, as well as marine equipment, such as cranes, accommodation units, and marine pollution skimmers. Cashman Equipment and certain of its affiliates and subsidiaries, Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9, 2017. The petitions were signed by James M. Cashman, the Debtors' president. Mr. Cashman also commenced his own Chapter 11 case (Bankr. D. Mass. Case No. 17-12204). The cases are jointly administered. Cashman Equipment estimated its assets and debt at between $100 million and $500 million. Judge Melvin S. Hoffman presides over the cases. Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy & King, Professional Corporation, serve as Cashman Equipment, et al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar LLC, serves as Mr. Cashman's counsel. An official committee of unsecured creditors has been appointed in the case and is represented by Michael J. Fencer, Esq., and John T. Morrier, Esq., at Casner & Edwards, LLP. CASTEX ENERGY: Court Approves Third Amended Plan Outline -------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas approved Castex Energy Partners, L.P. and affiliates third amended disclosure statement for their joint plan of reorganization dated Jan. 8, 2018. The hearing on confirmation of the Plan is scheduled for Feb. 26, 2018 at 9:00 a.m. (prevailing Central Time. Objections to confirmation of the Plan or proposed modifications to the Plan, if any, must be in writing, and filed no later than 4:00 p.m. (prevailing Central Time), on February 9, 2018. Under the latest plan, each holder of an allowed General Unsecured Claim will receive its pro rata share of the General Equity Pool; provided, however, that if each class of General Unsecured Claims accepts the Plan, (i) the distribution of New Equity Interests to the DIP Lenders and to holders of RBL Secured Claims will not be subject to dilution by the General Equity Pool and (ii) each RBL Lender voting to accept the plan and not electing to opt out of the releases set forth in the Plan shall waive any recovery or distribution on account of (but not voting rights in respect of) its allowed RBL Deficiency Claim for the benefit of the Beneficiary Claimants such that each Beneficiary Claimant will not receive any distribution on account of its allowed General Unsecured Claim other than cash in the amount of the lesser of (i) the allowed amount of its General Unsecured Claim and (ii) its pro rata share of $500,000. A full-text copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-35835-275.pdf About Castex Energy Castex Energy Partners, L.P., is engaged in the exploration, development, production and acquisition of oil and natural gas properties located along the southern coasts of Louisiana and Texas and onshore Louisiana. CEP is a non-operating working interest owner in approximately 375 onshore oil and gas leases located in the State of Louisiana. There are approximately 300 wells on the Onshore Leases. CEP also holds a seismic license and proprietary interests in certain seismic data, through a subsidiary, CTS-Castex, LLC, and is owner of fee land interests in Lafourche Parish, Louisiana, through a subsidiary, Castex Lafourche, LP. Castex Energy Partners, L.P., along with affiliates Castex Offshore, Inc., Castex Energy 2005, L.P., Castex Energy II, LLC, Castex Energy IV, LLC sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-35835) in Houston, on Oct. 16, 2017, after reaching terms with lenders of a restructuring plan that would convert debt into equity. CEP estimated assets and debt of $100 million to $500 million. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kelly Hart & Pitre, as counsel; Paul Hastings LLP, as special counse; Alvarez & Marsal North America, LLC, as restructuring advisor; and Prime Clerk LLC, as noticing and claims agent. CHANNING HALL: S&P Cuts Rating on 2017A/B School Bonds to 'BB' -------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on the Utah Charter School Finance Authority's series 2017A and 2017B charter school revenue refunding bonds, issued for Channing Hall Charter School (Channing Hall or the school), to 'BB' from 'BB+'. The outlook is stable. "We lowered the rating based on the U.S. Not-for-profit Charter School methodology, published on Jan. 3, 2017 on RatingsDirect," said S&P Global Ratings credit analyst Shivani Singh. S&P said, "We assessed the school's enterprise profile as adequate characterized by its long institutional tenure, somewhat small but stable enrollment near facility capacity in fall 2017 despite significant increases in competition in recent years, solid business position as Utah's first designated K-8 International Baccalaureate program, favorable charter standing resulting from its evergreen charter, and a capable management team. We assessed the financial profile as vulnerable characterized by relatively slim lease-adjusted maximum annual debt service (MADS) coverage, and high leverage, albeit, not out of line for the sector or rating level. "The stable outlook reflects our expectation that the school will maintain its enrollment and demand, good academic performance, generate at least break-even full-accrual operating results, and liquidity similar to fiscal 2017 levels. We also expect it to comply with its debt covenants, and achieve lease-adjusted MADS coverage in line with the current assessment range. "We could raise the rating if the school maintains its current demand profile and full-accrual operating performance and liquidity consistently improved to levels commensurate with a higher rating. We would also view favorably a moderation of the organization's debt burden." Credit factors that could result in a negative rating action in the one-year outlook period include deterioration in operations, deterioration in liquidity, or a covenant violation. COBALT INT'L: Taps Susman Godfrey as Special Litigation Counsel --------------------------------------------------------------- Cobalt International Energy, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to retain Susman Godfrey LLP as its special litigation counsel. Susman will continue to represent the Debtor in ongoing insurance litigation matters. Specifically, the firm will continue to provide services to the Debtor related to its claims against XL Specialty Insurance Co., AXIS Insurance Co., and Illinois National Insurance Co. pursuant to their engagement agreement dated March 7, 2017; and claims against Allied World National Assurance Co., and 13 other insurance carriers pursuant to their engagement agreement dated December 13, 2017. Susman's ongoing representations of the Debtor are governed by two separate fee agreements, both of which have a flat fee and a contingent fee component. Under the terms of the March 2017 engagement agreement, Susman is entitled to (i) a $1.1 million success fee paid out of the settlement proceeds paid by XL as a result of a successful mediation held in September 2016; (ii) a flat fee capped at $2.5 million payable at a rate of $100,000 per month until the first service of discovery by INIC or AXIS, $125,000 per month from the first service of discovery by either INIC or AXIS until 61 days before the first trial setting, and $200,000 per month from 60 days before trial of the first case against INIC or AXIS through verdict; and (iii) a potential contingent fee interest depending on the timing and result of any settlement or verdict. Meanwhile, under the terms of the December 2017 engagement agreement, Susman is entitled to (i) a one-time flat fee, earned when paid, of $1.25 million; and (ii) a contingent interest in the gross sum recovered against Allied World and the other insurers. Pursuant to the agreement, the $1.25 million flat fee is netted against the first $1.25 million in contingent fees. Adam Carlis, Esq., at Susman, disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor or its estate. The firm can be reached through: Adam Carlis, Esq. Susman Godfrey LLP 1000 Louisiana Street, Suite 5100 Houston, TX 77002-5096 Phone: (713) 651-9366 / (713) 653-7831 Fax: (713) 654-6666 Email: acarlis@susmangodfrey.com About Cobalt International Cobalt International Energy -- http://www.cobaltintl.com-- is an independent exploration and production company active in the deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas. Cobalt International Energy, Inc., and five of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec. 14, 2017. David D. Powell, chief financial officer, signed the petitions. The Debtors reported total assets of $1.69 billion and total debt of $3.16 billion as of Sept. 30, 2017. The Debtors are represented by Zack A. Clement PLLC as local bankruptcy counsel, Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Houlihan Lokey Capital, Inc., as financial advisor and investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. An official committee of unsecured creditors has been appointed in the Debtors' cases. The committee is represented by Pachulski Stang Ziehl & Jones LLP. COPSYNC INC: Needs Additional Time to Analyze Claims, File Plan --------------------------------------------------------------- COPsync, Inc. asks the U.S. Bankruptcy Court for the Eastern District of Louisiana for 60-day extension of the exclusive periods within which to file the plan of reorganization through March 30, 2018 and within which to obtain confirmation and acceptance of the plan of reorganization through May 27, 2018. COPsync's plan is due to be filed on or about Jan. 29, 2018 and must be confirmed and/or accepted by March 28, 2018. The Debtor notes that this chapter 11 case involves the restructuring of over $13 million in prepetition debt obligations. In addition, as has been detailed in prior filings with the Court and testimony elicited in hearings in this Case, many of the Debtor's managers as of the Petition Date were relatively new to the company. This made an otherwise potentially streamlined process very complex and, at times, arduous. It took several months of review and work for the Debtor to finalize its Amended Schedules and Statement of Financial Affairs (filed on Dec. 18, 2017). The Debtor also completed a sale of many of its assets, which sale closed in late November. The Debtor tells the Court that it has already completed a sale of many of its assets. The Debtor is proceeding expeditiously toward confirmation of a Plan which would liquidate the remainder of its assets, including certain claims which the Debtor believes it holds. The Debtor is in the process of vetting special counsel, and intends to file a plan which will incorporate a litigation trustee to pursue these claims in favor of the Debtor's Estate. As such, the Debtor needs time to file its anticipated application to employ special counsel to pursue certain claims of the Debtor and to continue its review of the claims which have been and are to be filed. The Bar Date is Jan. 17, 2018 and for governmental units it is March 28, 2018. Providing the Debtor the time requested herein will permit the Debtor to provide its creditors better information in the Disclosure Statement and Plan. Accordingly, the Debtor requests additional time to determine and analyze the amounts and documentation of the proof of claims that are filed prior to the Jan. 17, and March 28, 2018 deadline in the order to properly reflect information in the preparation of the disclosure statement and plan of reorganization regarding classification of the claims and sufficient funding around which a plan would be based. The Debtor believes there will be little prejudice to Creditors, as the Debtor is operating on a very lean staff and solely for the purpose of preparing and filing this Plan and Disclosure Statement. Further, the Debtor asserts that extending the Exclusivity Periods will actually benefit creditors by avoiding the drain on estate assets attendant to the costs and expense incurred in preparing and serving a Disclosure Statement and Plan that would require modifications. Allowing the Debtor to remain the sole potential plan proponent facilitates this possibility. The relief will benefit the Debtor's estate, its creditors, and other key parties in interest. About COPsync COPsync, Inc. was created in 2005 as a "software for a service" or "SaaS" platform for law enforcement to share real-time information amongst counties, agencies, and departments. It was created in response to the 2000 death of one of COPsync's co-founders' colleagues and friends, Texas Department of Public Safety Trooper Randy Vetter, who was killed making what he believed to be a routine traffic stop for a seatbelt violation. The Company's products include nationally shared network of law enforcement information COPsync Network, software-driven in-car HD video system Vidtac, real-time threat alert system COPsync911, and court buildings security provider COURTsync. COPsync completed a $10.6 million equity financing capital raise in November 2015 and became listed on the Nasdaq Capital Market exchange (COYN). COPsync, Inc., filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-12625) on Sept. 29, 2017. It is represented by John M. Duck, Esq., Robin B. Cheatham, Esq., Victoria P. White, Esq., and Scott R. Cheatham, Esq., at Adams and Reese LLP, as counsel. Jones Walker, LLP, serves as special counsel. Alliance Overnight Document Service, LLC serves as its noticing agent. The Debtor estimated $1 million to $10 million in both assets and liabilities. CROWN HOLDINGS: S&P Rates Unit's Euro-Denominated Unsec. Notes 'BB' ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Crown European Holdings S.A.'s, a subsidiary of Crown Holdings Inc., proposed EUR335 million senior unsecured notes due 2023 and EUR600 million senior unsecured notes due 2026. The '3' recovery rating on this debt, indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. S&P said, "At the same time, we also assigned our 'B+' issue rating and '6' recovery rating, to Crown Americas LLC and Crown Americas Capital Corp. VI's, subsidiaries of Crown Holdings Inc., proposed $750 million senior unsecured notes due 2026. The '6' recovery rating on this debt, indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of default." The company intends to use the net proceeds from these note offerings, along with available funds (which include the recently proposed senior secured term loans), to finance its pending $4 billion acquisition of Signode Industrial Group. RECOVERY ANALYSIS Key Analytical Factors S&P said, "Our analysis assumes a simulated default in 2022 and a somewhat higher gross enterprise value (EV) of $6.6 billion. We applied a 6x multiple to an estimated distressed emergence EBITDA of $1.1 billion. The multiple is in line with those that we use for Crown's peers that share a similar business risk profile assessment. A payment default would require a substantial and unexpected decline in Crown's profitability and cash flow, likely caused by a sharp drop in demand for metal containers, cost pressures, client attrition, and the substitution of plastic for metal packaging. "We assume that roughly 25% of this value relates to the U.S. (Crown Americas and domestic subsidiaries), 54% to foreign subsidiaries (Crown European Holdings S.A. or CEH and subsidiaries), and 21% to various joint-venture (JV) interests (14% for Asian JVs, which roll up under CEH, and 7% for the Latin American JVs, which roll up under Crown Americas)." Credit facility borrowings in the U.S. benefit from a lien on most of Crown's domestic assets (excluding mortgages on real estate and 35% of the equity in its foreign subsidiaries) and 65% of the equity in its first-tier foreign subsidiaries. Direct borrowings by foreign subsidiaries have additional guarantees and collateral. S&P said, "We assume the $1.65 billion revolver (recently upsized by $250 million) is 85% drawn at default, with slightly more than half of the amount borrowed abroad. A collection allocation mechanism would equalize recovery rates for all bank tranches, despite the better guarantor and collateral terms for the non-U.S. borrowings. "The senior notes issued by CEH would have a structurally senior claim to the non-U.S. EV (relative to U.S. debt), although this claim is unsecured and effectively junior to foreign secured borrowings (including those under the credit facility). The '6' recovery rating on Crown America's unsecured notes reflects our expectation for negligible recovery (0%-10%). While these notes are guaranteed by Crown's domestic subsidiaries, they are effectively junior to the substantial amount of secured debt and structurally senior borrowings at foreign nonguarantor subsidiaries. The unsecured debentures issued by Crown Cork and Seal also have a '6' recovery rating as they are structurally junior to Crown's other debt because they lack guarantees from operating subsidiaries." Recovery assumptions and simplified waterfall (million $) -- Simulated year of default: 2022 -- Emergence EBITDA/multiple/gross EV: $1,099/6x/$6,593 -- Valuation split--Crown Americas/Crown European/JVs: 25%/54%/21% -- Net recovery value after administrative costs (5%): $6,264 -- JV net EV: $1,315 -- JV direct borrowings (estimated): $128 -- JV third-party equity interests: $243 -- Residual JV value (split Crown Americas/Crown European): $944 ($155/$789) -- Crown European net EV: $3,382 -- Adjustment to Crown European EV for accounts receivables securitizations: $207 -- Net value from JV interests: $789 -- Net value available to Crown European creditors: $3,965 -- Foreign credit facility borrowings: $2,027 -- Crown European unsecured notes: $3,343 --Recovery expectations-full range/rounded estimate: 50%-70%/55% -- Residual value available to U.S. creditors: None -- Crown Americas EV: $1,566 -- Adjustment for U.S. accounts/receivable securitizations: $132 -- Net value to Crown Americas from JV interests/collateral (65%): $155/$101 -- Estimated credit facility collateral value: $3,562 * -- Secured credit facility debt: $4,519 -- Estimated recovery from collateral/total: 79%/79% --Recovery expectations-full range/rounded estimate: 70%-90%/75% -- Total value available to unsecured claims: $54 -- Crown Americas senior unsecured notes: $2,199 -- Deficiency claim on secured credit facility: $957 -- Total unsecured claims: $3,156 --Recovery expectations-full range/rounded estimate: 0%-10%/0% -- Total value available to deeply subordinated claims: $0 -- Unguaranteed debentures: $410 --Recovery range: 0%-10%/rounded estimate 0% Note: Debt amounts include six months of prepetition interest. *Estimated collateral available to the credit facility includes direct foreign borrowings of $2.027 billion, $1.434 billion from Crown Americas, and 65% of the equity in the Latin American JVs ($101 million). S&P said, "We assume the $1.65 billion revolving credit facility is 85% drawn at default, with roughly 54% of this amount borrowed abroad. We do not adjust for deficits on pensions and other post retirement liabilities because the estimated postretirement funding deficits are below our materiality threshold (10% of estimated debt at default)." Calculation of emergence EBITDA ($ million): -- Default EBITDA proxy (interest expense plus amortization plus minimum capital expenditures): $910 ($575+$75+$260) -- Emergence EBITDA (default EBITDA proxy+cycl. adjusted plus operational adjustment): $1,099 ($910+$46+$143) Fixed charge calculation: S&P's default EBITDA proxy does not include scheduled amortization that exceed 5% of the original principal (adjusted for prepayments), as large scheduled payments are generally not expected to be met with cash flow. RATINGS LIST Crown Holdings Inc. Corporate credit rating BB/Positive/-- New Ratings Crown European Holdings S.A. Senior Unsecured EUR335 mil sr unsecd notes due 2023 BB Recovery rating 3(55%) EUR600 mil sr unsecd notes due 2026 BB Recovery rating 3(55%) Crown Americas LLC Crown Americas Capital Corp. VI Senior Unsecured $750 mil sr unsecd notes due 2026 B+ Recovery rating 6(0%) CROWNE AUTOMOTIVE: Moody's Assigns B3 CFR; Outlook Stable --------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR) to Crowne Automotive Aftermarket, LLC (t/b/k as Trico Group, LLC). Concurrently, Moody's assigned a B3 rating to the proposed first lien term loan. The rating outlook is stable. The company plans to utilize the proceeds to refinance existing debt including a revolver pay down. Concurrently with the proposed refinancing, certain assets related to the production of chassis, metal tubing and plastic injection molded components for original equipment manufacturers (OEM) currently owned by Trico's parent will be separated and capitalized with a different debt structure. Both Trico and the OEM business will be owned and controlled by the company's CEO Patrick James. Crowne Automotive Aftermarket, LLC will be the initial borrower under the credit facilities. Following the loan transaction closing, Crowne Automotive Aftermarket will be renamed to Trico Group, LLC. For purposes of the credit discussion, Moody's will refer to Crowne Automotive Aftermarket, LLC, Trico Group, LLC and its wholly owned subsidiaries collectively as "Trico". The following ratings are assigned: Issuer: Crowne Automotive Aftermarket, LLC (t/b/k as Trico Group, LLC) Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD $425 Million Senior Secured First Lien Term Loan due 2025, Assigned B3 (LGD3) Outlook is Stable The ratings assigned are subject to Moody's receipt and review of final documentation upon the close of the proposed transaction. RATINGS RATIONALE Trico's B3 CFR reflects its limited track record operating as one company, high customer and product concentration, declining revenues at key customers in recent years and high leverage. The company also operates in a highly cyclical automotive industry, although its aftermarket presence provides a more stable source of product demand associated with the replacement parts of already existing vehicles. Additionally, the company holds a favorable market position in a niche segment of wipers (67% of LTM 9/30/2017 revenues) for primarily the automotive aftermarket and has good profitability relative to peers. Moody's projects that Crowne's debt-to-EBITDA leverage (6.6x LTM 9/30/17 incorporating Moody's standard adjustments and pro-forma for the debt transaction) will remain high as the company manages through its recent key customer changes. For example, Trico lost 56% of revenue to one key customer in the last one year and nine months but increased its revenue 10x at another account. Because the bulk of the operations were assembled through acquisitions in 2013 and 2014, there is a limited track record as a combined company. In addition, the separation of the OEM business (except for wipers and blades) diminishes visibility into Trico's stand-alone cost structure. The company is anticipating significant cost savings from residual merger-related actions and streamlining of activities such as sourcing. The B3 rating factors in execution risk associated with fully realizing such savings into a sizable and sustainable increase in the EBITDA margin. The stable rating outlook reflects Moody's expectation that the company's new business wins will reverse the declining revenue trends experienced over the last few years such that Trico generates modest revenue and EBITDA growth over the next 12-18 months. The stable outlook also incorporates Moody's view that Trico will be able to realize meaningful cost savings and margin improvement from its synergy and restructuring activities. Moody's expect that the company's operating initiatives will lead to free cash flow of approximately $20 million in the next 12 months. An upgrade would require Trico to demonstrate consistent revenue gains and margin improvement, resulting in debt to EBITDA remaining below 5.5 times, EBITA-to-interest expense above 2.5x times and free cash flow to debt of approximately 7%. The ratings could be downgraded if the company is not able to reverse negative revenue trends and sustain positive revenue growth, or if margin improvement is not sufficient to generate comfortably positive free cash flow. EBITA-to-interest expense below 1.25 times or debt-to-EBITDA sustained above 7.5 times, an inability to onboard new business efficiently or inability to renew customer finance draft programs could also lead to a downgrade. Additionally, debt financed acquisitions, shareholder returns, or a deterioration of liquidity could also result in a lower rating. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Headquartered in Cleveland, Ohio, Trico is a leading manufacturer and distributor of primarily aftermarket component parts for the automotive and other industrial equipment markets. Wipers and blades account for roughly two-thirds of revenue with fuel pumps and lift supports and springs representing the bulk of the remaining products. Revenue for the 12 months ended September 2017 was approximately $458 million. Trico is owned by the company's Chairman, President & CEO. DIFFUSION PHARMACEUTICALS: Amends 9.1 Million Shares Prospectus --------------------------------------------------------------- Diffusion Pharmaceuticals, Inc., filed with the Securities and Exchange Commission an amended Form S-1 registration statement relating to the offering 9,154,930 shares of its common stock and warrants to purchase up to 9,154,930 shares of common stock and the shares of common stock that are issuable from time to time upon exercise of the warrants. The shares of common stock and the warrants will be sold in fixed combination, with one warrant to purchase one share of common stock accompanying each share of common stock sold. On Jan. 12, 2018, the last reported sale price of the Company's common stock on the Nasdaq Capital Market was $1.42 per share. The public offering price per share of common stock and accompanying warrant will be determined between the Company and the underwriter at the time of pricing, and may be at a discount to the then current market price. Each warrant will have an exercise price of $___ per share of common stock, will be exercisable upon issuance and will expire five years from the date of issuance. The shares of common stock and the warrants are immediately separable and will be issued separately, but must be purchased together in this offering. Diffusion's common stock is listed on the Nasdaq Capital Market under the symbol "DFFN." There is no established trading market for the warrants and the Company does not expect a market to develop. In addition, the Company does not intend to list the warrants on the Nasdaq Capital Market, any other national securities exchange or any other trading system. A full-text copy of Form S-1/A is available for free at: https://is.gd/LwzJeW About Diffusion Pharmaceuticals Based in Charlottesville, Virginia, Diffusion Pharmaceuticals Inc. -- http://www.diffusionpharma.com/-- is a clinical-stage biotechnology company focused on extending the life expectancy of cancer patients by improving the effectiveness of current standard-of-care treatments including radiation therapy and chemotherapy. Diffusion is developing its lead product candidate, trans sodium crocetinate, for use in the many cancers where tumor hypoxia (oxygen deprivation) is known to diminish the effectiveness of SOC treatments. TSC targets the cancer's hypoxic micro-environment, re-oxygenating treatment-resistant tissue and making the cancer cells more vulnerable to the therapeutic effects of SOC treatments without the apparent occurrence of any serious side effects. Diffusion reported a net loss of $18.03 million for the year ended Dec. 31, 2016, compared to a net loss of $6.71 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $28.32 million in total assets, $21.97 million in total liabilities and $6.35 million in total stockholders' equity. KPMG LLP, in McLean, Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, has limited resources available to fund current research and development activities, and will require substantial additional financing to continue to fund its research and development activities. These conditions raise substantial doubt about its ability to continue as a going concern. ENDO SURGICAL CENTER: Taps Trenk DiPasquale as Legal Counsel ------------------------------------------------------------ Endo Surgical Center of North Jersey, P.C., seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Trenk, DiPasquale, Della Fera & Sodono, P.C., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate and prepare documents related to the disposition of its assets; 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 $325 - $625 Associates $255 - $295 Law Clerks $195 Paralegals $145 - $215 Support Staff $145 - $215 Anthony Sodono, III, Esq., and Sari Placona, Esq., the attorneys who will be handling the case, charge $575 per hour and $295 per hour, respectively. Mr. Sodono disclosed in a court filing that he and his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Trenk DiPasquale can be reached through: Anthony Sodono, III, Esq. Sari B. Placona, Esq. Trenk DiPasquale Della Fera & Sodono, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Phone: (973) 243-8600/(973) 323-8656 E-mail: asodono@trenklawfirm.com splacona@trenklawfirm.com About Endo Surgical Center of North Jersey, P.C. Endo Surgical Center of North Jersey, P.C., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-10753) on Jan. 13, 2018. Judge Vincent F. Papalia presides over the case. Trenk DiPasquale Della Fera & Sodono, P.C., is the Debtor's counsel. ESCALERA RESOURCES: $340K Sale of Bakken Assets to Everest Okayed ----------------------------------------------------------------- Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the District of Colorado authorized Escalera Resources Co.'s private sale of its small overriding royalty interests, working interests and mineral interests in certain oil and gas wells and leases located in McKenzie, Burke, and Dunn Counties, North Dakota, and Richland and Roosevelt Counties, Montanato ("Bakken Assets") to Everest Energy, LLC, for $340,000. The sale is free and clear of all liens, claims, interests and encumbrances. Notwithstanding Fed. R. Bankr. P. 6004(h), the Order will be effective and enforceable immediately upon entry, and its provisions will be self-executing. The Order will take effect immediately and will not be automatically stayed pursuant to F.R.B.P. 7062 or otherwise. The filing of the Motion and the entry of the Order will be deemed to have satisfied any requirement under F.R.B.P. 6004(f)(1) that the Debtor file an itemized statement of property sold, name of the Purchaser and price received with respect to the sale of the Bakken Assets. About Escalera Resources Headquartered in Denver, Colorado, Escalera Resources Co. (OTCMKTS:ESCRQ) is an independent energy company engaged in the exploration, development, production and sale of natural gas and crude oil, primarily in the Rocky Mountain basins of the western United States. Escalera was incorporated in Wyoming in 1972 and reincorporated in Maryland in 2001. As of October 2015, the Company had 22 employees, none of whom are subject to a collective bargaining agreement. Escalera Resources filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 15-22395) on Nov. 5, 2015. Adam Fenster, the chief financial officer, signed the petition. Escalera disclosed total assets of $97.7 million and total liabilities of $67.7 million as of June 30, 2015. Judge Thomas B. McNamara is assigned to the case. The Debtor hired Onsager Guyerson Fletcher Johnson as bankruptcy counsel; Hein & Associates, LLP, as accountants; Lindquist & Vennum LLP, as special counsel in connection with the Humphrey litigation; Jones & Keller, P.C., as special counsel for general corporate and securities matters; Williams, Porter, Day & Neville, P.C. as special counsel in the pursuit of a tax refund from the State of Wyoming; and Seaport Global Securities LLC as investment banker. On Nov. 13, 2015, the U.S. Trustee appointed an Official Unsecured Creditors Committee. The Creditors Committee filed a motion to appoint a chapter 11 trustee on Oct. 16, 2016. The Debtor filed a response, and the parties informally agreed to put the matter on hold while Debtor obtained and hired financial advisors to conduct a sale process and file a new Plan. EVERMILK LOGISTICS: General Truck Seeks Revision of Plan Outline ---------------------------------------------------------------- Creditor General Truck Leasing, LLC, objects to Evermilk Logistics LLC's disclosure statement referring to its chapter 11 plan of reorganization. Debtor Evermilk filed its Chapter 11 petition on May 15, 2017. General Truck is in the business of selling, leasing, renting and servicing commercial trucks. Prior to the Petition Date, the Debtor had leased and rented numerous trucks from General Truck. General Truck objects to the disclosure statement because General Truck cannot tell from the disclosure statement exactly what the Debtor’s intentions are with respect to the Leases and Trucks. Section IV E. of the Disclosure Statement provides that General Truck will be classified by itself in Class 6 and will be "[p]aid either (a) $106,984.60 or (b) agreed purchase price of leased trucks." General Truck cannot discern from this language how the Debtor proposes to deal with the 9 unexpired Leases, the 12 Trucks in Debtor's possession or the claims of General Truck. The proposed Plan is similarly vague and open ended regarding the treatment of General Truck, with Section 3.6 of the Plan merely stating that "at the option of the Debtor" the Debtor will either reject the Leases, assume the Leases and make a cure payment of $106,984.60 or purchase the Trucks for an "agreed purchase price." The disclosure statement and plan should be revised to reflect precisely how the Debtor proposes to deal with (a) each of the 9 unexpired Leases, (b) each of the 12 Trucks currently in Debtor's possession, 9 of which are covered by unexpired Leases and 3 of which are rented week to week, and (c) General Truck's claims, including its $113,866.36 administrative claim and any cure claim. In addition, although it is unclear from the disclosure statement and plan, the proposed timeline for payments to creditors (including holders of administrative claims) appears to contemplate that initial payments will not be made until mid-June of 2018. The plan and the disclosure statement provide that the "Effective Date" will not occur until 45 days after the confirmation order is entered and that the "Distribution Date" will not occur until an additional 60 days after the Effective Date. The Effective Date should occur once the confirmation order is final and non-appealable, and the Distribution Date should occur on or within a few business days after the Effective Date. The disclosure statement should be revised to clearly state a date certain by which creditors can expect to receive payment. The Troubled Company Reporter previously reported that to pay the administrative claims, professional fee claims, and any other amounts due as of the effective date under the Plan, United Dairy Group, LLC will contribute funds on the effective date, that when added to the cash of the Debtor are sufficient to cover the said claims and other amounts due. In any case, the investment will not be less than $100,000. The current equity interests in the Debtor will be canceled and new equity interests will be issued to United Dairy in exchange for the investment. The payments due on and after the effective date will be funded by the continued operations of the Debtor. A full-text copy of General Truck's Objection is available at: http://bankrupt.com/misc/insb17-03613-11-112.pdf Attorneys for General Truck Sales, Inc.: James P. Moloy, Esq. BOSE MCKINNEY &EVANS LLP 111 Monument Circle, Suite 2700 Indianapolis, Indiana 46204 Tel: (317) 684-5000 Fax: (317) 684-5173 (FAX) Email: jmoloy@boselaw.com About Evermilk Logistics Evermilk Logistics LLC -- http://www.evermilklogistics.net/-- is a member-managed Indiana limited liability company wholly owned by Teunis Jan Willemsen. It operates a commercial milk hauling trucking business. Its principal place of business is at 6615 W. 500 N., Frankton, Indiana 46044. Evermilk hauls milk for local dairy farms that sell milk to Dairy Farmers of America. Evermilk has been taking milk to the Eastern and Central United States, and currently is picking up 20-25 tanker loads of milk each day. It currently employs more than 60 driver and administrative or maintenance personnel. Evermilk Logistics LLC filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-03613), on May 15, 2017. The Petition was signed by Teunis Jan Willemsen, member. The case is assigned to Judge Jeffrey J. Graham. The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker Daniels LLP. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. No trustee or examiner has been appointed, and no committee has yet been appointed or designated. EXCO RESOURCES: Moody's Lowers Probability Default Rating to D-PD ----------------------------------------------------------------- Moody's Investors Service downgraded EXCO Resources, Inc.'s Probability of Default Rating (PDR) to D-PD from C-PD following the company's announcement that it had filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas on January 15, 2018. EXCO's Corporate Family Rating (CFR) was affirmed at C, its senior secured rating was affirmed at Caa1 and its senior unsecured rating was affirmed at C. The SGL-4 Speculative Grade Liquidity (SGL) Rating remains unchanged. Outlook remains Stable. Downgrades: Issuer: EXCO Resources, Inc. Probability of Default Rating, Downgraded to D-PD from C-PD Ratings affirmed Issuer: EXCO Resources, Inc. -- Corporate Family Rating, Affirmed C -- Senior Unsecured Notes, Affirmed C (LGD6) Senior Secured Revolving Credit Facility, Affirmed Caa1 (LGD1) Outlook Action: Outlook, Remains Stable Rating unchanged -- Speculative Grade Liquidity Rating, at SGL-4 RATINGS RATIONALE A bankruptcy filing by EXCO has resulted in its PDR being downgraded to D-PD. The company's other ratings have been affirmed since the rating actions taken on December 27, 2017 already incorporated Moody's view on the potential recoveries for EXCO's senior secured bank credit facility and its unsecured notes. Shortly following this rating action, Moody's will withdraw all ratings for the company consistent with Moody's practice for companies operating under the purview of the bankruptcy courts wherein information flow typically becomes much more limited (refer to Moody's rating withdrawal policy on moodys.com). The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. EXCO Resources, Inc. is an independent exploration and production company headquartered in Dallas, Texas. EXCO RESOURCES: Says Business as Usual While in Chapter 11 ---------------------------------------------------------- EXCO Resources, Inc., on Jan. 15, 2018, disclosed that in order to facilitate a restructuring of its balance sheet, the Company and certain of its subsidiaries have filed voluntary petitions for a court-supervised reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas ("the Court"). EXCO intends to operate in the ordinary course of business during the restructuring process. EXCO continues to engage in constructive discussions with its creditor constituencies regarding the terms of a financial restructuring plan. In conjunction with this process, EXCO will explore potential strategic alternatives to maximize value for the benefit of its stakeholders, including the marketing of the Company's assets, which may result in a sale of certain or substantially all of its assets under Section 363 of the Bankruptcy Code or as part of the plan of reorganization. EXCO has received a commitment of $250 million in debtor-in-possession ("DIP") financing from certain of its existing lenders including Fairfax Financial Holdings Limited and its affiliates; Bluescape Resources Company LLC and its affiliates, including Cove Key Management; and JPMorgan Chase Bank, N.A., and certain of its affiliates. The DIP financing, which is subject to court approval, is expected to refinance the Company's existing Reserve-Based Credit Agreement and support the Company's day-to-day operations during the restructuring process. The Company intends to pay vendors in full for all goods and services provided after the filing date. Harold L. Hickey, EXCO's Chief Executive Officer and President, said, "Like many other companies in our industry, EXCO's financial position has been negatively impacted by the sustained downturn in commodity prices and uncertainty in the energy market. Despite having taken actions to mitigate the impact of these factors, including renegotiating certain commercial contracts, reducing costs, restructuring our balance sheet and divesting assets, we continue to face increasing liquidity pressures as we navigate the competitive environment. We believe that this financial restructuring process will enable us to strengthen our balance sheet as we continue to operate in the ordinary course of business. With our strong asset base and operational expertise, we remain confident in our ability to deliver value for the benefit of our stakeholders." Mr. Hickey continued, "I want to express my gratitude to the entire EXCO team for their unwavering dedication and hard work. I am confident our employees will continue to focus on safe and efficient execution of our day-to-day operations. We at EXCO are also grateful for the ongoing support of our service providers, business partners and other stakeholders during the restructuring process." In conjunction with the Chapter 11 process, the Company has filed a number of customary motions with the Court seeking court authorization to support its operations, including the payment of employee wages, salaries and benefits. EXCO is also seeking court authorization to continue meeting its obligations to its royalty, working interest and joint interest billing partners as well as certain vendors. The Company expects to receive court approval for these requests shortly. Additional information is available at www.excoresources.com/restructuring/ and by calling (800) 683-4332. Court filings and other information related to the court-supervised proceedings are available at a website administered by the Company's claims agent, Epiq Systems, at http://dm.epiq11.com/EXCO. As previously announced, the Company has retained PJT Partners LP as financial advisor and Alvarez & Marsal North America, LLC as restructuring advisor. The Company continues to retain Kirkland & Ellis LLP as legal advisor. About EXCO Resources EXCO Resources, Inc. (otc pink:XCOO) -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region. EXCO's headquarters are located at 12377 Merit Drive, Suite 1700, Dallas, TX 75251. EXCO Resources reported a net loss of $225.3 million for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion for the year ended Dec. 31, 2015. As of Sept. 30, 2017, EXCO Resources had $830.17 million in total assets, $1.59 billion in total liabilities and a total shareholders' deficit of $760.36 million. FENNER AVENUE: Taps Trenk DiPasquale as Legal Counsel ----------------------------------------------------- Fenner Avenue, LLC, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Trenk, DiPasquale, Della Fera & Sodono, P.C., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate and prepare documents related to the disposition of its assets; 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 $325 - $625 Associates $255 - $295 Law Clerks $195 Paralegals $145 - $215 Support Staff $145 - $215 Anthony Sodono, III, Esq., and Sari Placona, Esq., the attorneys who will be handling the case, charge $575 per hour and $295 per hour, respectively. Mr. Sodono disclosed in a court filing that he and his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Trenk DiPasquale can be reached through: Anthony Sodono, III, Esq. Sari B. Placona, Esq. Trenk DiPasquale Della Fera & Sodono, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Phone: (973) 243-8600/(973) 323-8656 E-mail: asodono@trenklawfirm.com splacona@trenklawfirm.com About Fenner Avenue Fenner Avenue, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-10755) on Jan. 13, 2018. Judge Vincent F. Papalia presides over the case. Trenk DiPasquale Della Fera & Sodono, P.C., is the Debtor's counsel. FINTUBE LLC: Auction of Remaining Assets Has $6M Opening Bid ------------------------------------------------------------ Judge Terrence L. Michael of the U.S. Bankruptcy Court for the Northern District of Oklahoma approved Fintube, LLC's sale, outside the ordinary course of business, of substantially all of the remaining operational assets to Kentube Technologies, LLC, for $6,100,000, subject to adjustments at closing, subject to higher and better offer. The Property of the Estate includes (a) real property interests owned or leased by the Debtor; (b) machinery, equipment, vehicles and other equipment, hardware and supplies and other tangible personal property of every kind used in the Debtor's Business; (c) certain Contracts; (d) accounts, notes and other receivables and rights to payments; (e) deposits and pre-paid expenses; (f) inventories; (g) Books and records; (h) Tranferable government authorizations; (i) intangible assets including goodwill, licenses, trade names, other intellectual property including the rights to use the name "Fintube," "TEKTube," "Kentube Finned Products," Kentube Engineered Products," and "Aletas y Birolos" and other intangible personal and other intellectual property such as email addresses, Internet home pages, computer software licenses and the like; (j) claims of Debtor against third parties to the extent they relate to the sale assets or assumed liabilities; (k) certain causes of action arising under Chapter 5 of the Bankruptcy Code; and (l) all other personal property owned by the Debtor and used in connection with the Debtor's Business. These procedures will govern the sale of the Property by auction: a. At such time as it receives an acceptable offer to purchase the Property offered for sale in the form of an asset purchase agreement or similar, the Debtor will file a motion for approval of the Initial Offer, with the sale to be free and clear of all liens, claims, encumbrances and interests, subject to higher and better offers to be obtained through written bids and an auction. A Sale Motion conforming to this requirement was filed on Jan. 8, 2018. b. The Debtor has obtained dates from the Court for a hearing to receive higher and better offers from Qualified Bidders, to consider objections to the Sale Motion, to approve a sale to the highest and best bidder and approve a Backup Bid, and to waive the 14-day stay provided by B.R. 6004(h) and for other related relief. c. The Debtor will provide notice of the Initial Offer and of the Sale Hearing and all applicable deadlines to all creditors, parties in interest and to all known and prospective purchasers for the Sale Assets. d. The Debtor and its marketing agent, ClearRidge, LLC, may continue to solicit and receive other or higher offers to purchase the Sale Assets from Qualified Bidders. A Qualified Bidder or Qualified Bid would consist, among other things: i. An offer, binding if approved by the Court, in the form of an asset purchase agreement or similar agreement substantially in the form of the Initial Offer. The offers must include a black-lined version of such offer comparing it to the Initial Offer. ii. The offers must exceed the Initial Offer by at least the amount of any breakup fee and cost reimbursement provided in the Initial Offer, plus $10,000. iii. The offers to be accompanied by an earnest money deposit, in current funds, equal to the same percent of earnest money deposit as provided in the Initial Offer. It will be retained in the Debtor's counsel's trust account and be subject to the jurisdiction of the Court to be returned to any unsuccessful bidder, except to the Backup Bidder with any interest actually earned thereon, within two business days after the entry of a final Order approving the Winning Bid. iv. The offers must be received no later than two business days prior to the Sale Hearing. e. The Auction procedures will: i. Require that any offer be in an amount at least equal to the Initial Offer plus any breakup fee and cost reimbursement provided in the Initial Offer, plus $10,000; ii. Require that the minimum bidding increment thereafter be $10,000; iii. Allow each Qualified Bidder the right to continue to improve its bid at the auction; and iv. Require that each increased offer be in the same form and terms, other than price, as the bidder's Qualified Bid. f. At the Sale on Feb. 13, 2018 at 10:00 a.m., the Debtor may (i) modify the bid procedures or add additional terms and conditions, subject to Court approval; or (ii) reject, at any time before the entry of an Order of the Bankruptcy Court approving the Sale Motion, any bid that is (A) inadequate or insufficient, (B) not in conformity with requirements of the Bankruptcy Court, the bid procedures or the terms and conditions of the sale, or (C) contrary to the best interests of the Debtor, the Estate or the creditors. In order to be a Qualified Bid, an offer must be must be in writing and received by the Debtor and ClearRidge, LLC no later than Feb. 9, 2018. The Court has fixed Feb. 7, 2018 as the last date to file objections to the Sale Motion. The Notice of Sale by Auction of Substantially All of the Assets of the Debtor Free and Clear of All Liens, Claims, Encumbrances and Interests Pursuant to 11 U.S.C. Section 363; Notice of Opportunity to Bid, Bidding Qualifications and Bidding Procedures; Notice of Setting for a Hearing to Receive Bids and for Approval of Sale, and Deadline to File Objections to the Sale is approved. A copy of the Notice attached to the Order is available for free at: http://bankrupt.com/misc/Fintube_LLC_169_Order.pdf About Fintube LLC Fintube, LLC, is a Delaware limited liability company engaged in the business of engineering and manufacturing welded, extended surface tubing and designing and fabricating heat recovery systems for a worldwide market. The Company has been in business for over 50 years. Its primary facilities are located in Tulsa, Oklahoma. Fintube filed a Chapter 11 petition (Bankr. N.D. Okla. Case No. 17-11274) on June 27, 2017. The Debtor hired Doerner, Saunders, Daniel & Anderson, L.L.P. as legal counsel; ClearRidge LLC as financial advisor; and Bruce Jones, managing director of ClearRidge, as chief restructuring officer. On July 10, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Crowe & Dunlevy, PC, as counsel. No trustee or examiner has been appointed. On Aug. 18, 2017, the Court approved ClearRidge, LLC, to serve as the Debtor's Marketing Agent. GABRIELS TOWING: Court Conditionally Approves Disclosures --------------------------------------------------------- Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey issued an amended order conditionally approving Gabriel's Towing & Recovery, Inc.'s small business disclosure statement in support of its reorganization plan dated Dec. 20, 2017. Jan. 25, 2018 is fixed as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan, and the last day for filing written acceptances or rejections of the Plan. A hearing will be held on Feb. 2, 2018 at 10:00 a.m. for final approval of the Disclosure Statement and for confirmation of the Plan before the Honorable Michael B. Kaplan, U.S. Bankruptcy Court, District of New Jersey, 402 East State Street Trenton NJ, in Courtroom 8. About Gabriels Towing & Recovery Gabriels Towing & Recovery, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 17-13489) on Feb. 23, 2017. Joseph Casello, Esq.. at Collins, Vella & Casello, LLC, serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. GENERAL MOTORS: Has No Duty to Warn Under Georgia Law, Court Rules ------------------------------------------------------------------ District Judge Thomas W. Thrash granted General Motors LLC's motion to dismiss counts II, III and IV of the revised first amended complaint filed by Kaitlyn Reichwaldt in the products liability action captioned KAITLYN REICHWALDT, Plaintiff, v. GENERAL MOTORS LLC, Defendant, Civil Action No. 1:16-CV-2171-TWT (N.D. Ga.). This case arises out of an automobile accident in which the Plaintiff sustained serious burn injuries. In her First Amended Complaint, the Plaintiff alleges claims for negligence of Old GM, failure to warn by Old GM, failure to warn by New GM, and punitive damages. First, the Defendant moves to dismiss Count II, which alleges a claim for failure to warn based upon Old GM's conduct. In Count II, the Plaintiff alleges that Old GM breached its duty to warn of the danger present in its CK trucks and that New GM expressly assumed liability for product liability claims against Old GM. The Defendant argues that Georgia law does not recognize a duty to warn this particular plaintiff because she is neither the purchaser nor driver of the CK pickup truck. Thus, according to the Defendant, the Plaintiff fails to state a claim for relief. The Plaintiff argues that Georgia law requires the Defendant to warn reasonably foreseeable third-party victims of the dangerous design of the CK truck. The Court concludes that Old GM did not owe a duty to warn this Plaintiff. The Plaintiff argues that Old GM owed a duty to warn reasonably foreseeable third-party victims of the dangerous fuel tank system in the CK truck. With hundreds of thousands of CK pickup trucks on the road, there are countless individuals who could foreseeably come into contact with CK pickup trucks. It would be impractical, if not impossible, to fulfill this purported duty to warn. It is difficult to imagine the manner in which Old GM would have been able to make such a warning, and it would be unreasonable to impose such a duty. The Georgia Supreme Court made a public policy determination in Certainteed Corp. against imposing a duty to warn in situations such as this. Thus, the Plaintiff's claim for Old GM's failure to warn fails under Georgia law. Next, the Defendant moves to dismiss Count III. In Count III, the Plaintiff alleges a claim for failure to warn based independently upon the conduct of New GM. The Plaintiff argues that New GM knew of the dangers presented by the CK trucks and did nothing to warn of these dangers. However, as explained, the duty to warn under Georgia law does not extend to the Plaintiff in this case, who was one of the countless third-party bystanders who could come into the vicinity of contact with the CK truck. New GM does not owe a duty to warn to this Plaintiff. Since no duty to warn is owed to this Plaintiff generally, the Court finds it unnecessary to address whether New GM could owe a duty to warn based upon its own independent conduct. Finally, the Defendant moves to dismiss the Plaintiff's claim for punitive damages. The Defendant argues that Count IV seeks punitive damages based solely upon the conduct of New GM. And, since Count III is the only claim based upon New GM's conduct, its dismissal would require dismissal of Count IV as well. The Court agrees. The Plaintiff admits in her First Amended Complaint that Count IV seeks punitive damages based only upon New GM's conduct. Therefore, since Count III fails to state a claim under Georgia law, the Plaintiff's claim for punitive damages must also be dismissed. A full-text copy of Judge Thrash's Opinion and Order dated Jan. 9, 2018 is available at https://is.gd/V6eQCD from Leagle.com. Kaitlyn Reichwaldt, Plaintiff, represented by David Thomas Rohwedder, Butler, Wooten & Peak, LLP, James Edward Butler, Jr., Butler, Wooten, Cheeley & Peak, LLP, Robert Henry Snyder, Jr., Butler, Wooten & Peak, LLP & Joseph Marshall Colwell, Butler, Wooten & Peak, LLP. General Motors LLC, Defendant, represented by Ashley Webber Broach -- webberbroach@swiftcurie.com -- Swift, Currie, McGhee & Hiers, LLP, C. Bradford Marsh – brad.marsh@swiftcurie.com -- Swift, Currie, McGhee & Hiers, LLP, Kelly Renee Houk -- khouk@dykema.com -- Dykema Gossett & Michael P. Cooney , Dykema Gossett, pro hac vice. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. Motors Liquidation Company GUC Trust had $530.7 million in total assets, $42.50 million in total liabilities and $488.21 million in net assets in liquidation. GEORGIA ANESTHESIA: PCO Not Necessary, Court Rules -------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia granted Northeast Georgia Anesthesia Services, Inc.'s motion for an entry of an order determining that a patient care ombudsman is not necessary in their case. The Court says that the appointment of an ombudsman is not necessary for the protection of patients under the specific facts of this case. As reported by the Troubled Company Reporter on Dec. 27, 2017, Northeast asserted that it is an operating entity with every intention of continuing its business. As such, it has every incentive to continue providing its patients with the highest level of care possible. Northeast's quality of service had nothing to do with the filing of their chapter 11 case. Rather, it was a failed expansion into too many new markets in too short a period of time and a burdensome Medicare audit. About 24 Amherst 24 Amherst, LLC and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case No. 17-22188) on Nov. 14, 2017. Janene D. Holladay, its member, signed the petitions. The Hon. James R. Sacca presides over these cases. 24 Amherst, LLC, is a real estate company based in Winder, Georgia. Northeast Georgia Anesthesia Services Inc. is a medical group specializing in interventional pain management, anesthesiology, pain management, addiction medicine, physical medicine and rehabilitation. Holladay Holdings has its principal place of business located at 984 Old Forge Lane, Jefferson, Jackson County, Georgia. Holladay Holdings owns three pieces of commercial real property, located at these addresses: (1) 1503 Professional Court, Dalton, Georgia ("Dalton Property"); (2) 1620 Prince Avenue, Athens, Georgia ("Athens Property"); and (3) 1638 Prince Avenue, Athens, Georgia ("HQ Property"). Holladay Holdings rents the Dalton and Athens Property to Northeast, which operates a pain and recovery practice in each of the properties. Holladay Holdings rents the HQ Property to Northeast, where Northeast's headquarters is presently located. The Debtors are represented by Anna Mari Humnicky, Esq., at Cohen Pollock Merlin & Small, P.C. J. Allen Sermour, CPA PC, serves as the Debtors' accountant. GMAC MORTGAGE: Missouri Court Junks D. Poole, et al.'s Lawsuit -------------------------------------------------------------- Magistrate Judge Nanette A. Baker granted GMAC Mortgage, LLC's motion to dismiss the case captioned DWAYNE F. POOLE, et al., Plaintiffs, v. GMAC MORTGAGE, LLC, Defendant, Case No. 4:11-CV-1849 NAB (E.D. Mo.). In this case's long and somewhat tortured procedural history, the Court has never had occasion to address the substance of any of Plaintiffs' claims. In their petition for wrongful foreclosure, Plaintiffs asserted a veritable laundry list of conclusory claims. After parsing Plaintiffs' complaint, it appears that in addition to their claim for wrongful foreclosure, Plaintiffs also requested relief based on violations of the Fair Debt Collection Practices Act, the Real Estate Settlement Procedures Act, the Truth in Lending Act, the Fair Credit Billing Act, and allegations of common fraud, as well as a host of other allegations that are too vague to decipher, and all of which appear to be too baseless to address. Plaintiffs appear to base their claims on a general allegation that because Defendant has not provided them with an original Note with "wet ink signature," Defendant could not have a valid right to foreclose on their property. Plaintiffs request relief in the form of an Order of this Court "denying Defendant's right to foreclose," and any other relief to which they are entitled, including litigation costs. Defendant argues that Plaintiffs' claims are without merit and must be dismissed because they fail to state a claim upon which relief can be granted. Plaintiffs appear to assert that Defendant never provided them with the original "wet ink signature" Note, which they claim is required by law, and that in failing to provide the original documentation, Defendant implicitly admitted that it did not have standing to foreclose. Plaintiffs' claim of wrongful foreclosure seems to rely on the "show me the note" theory, which posits that "only the holder of an original wet-ink signature note has the lawful power to initiate a non-judicial foreclosure." The Pooles' "show me the note" theory does not provide a viable legal basis for a wrongful foreclosure claim in Missouri, and thus, Plaintiffs have not presented a cognizable theory upon which the Court could issue an order denying Defendant's right to foreclose. The Pooles also appear to assert that the foreclosure was wrongful because it violated the FDCPA. The FDCPA prohibits debt collectors from employing harassing, false, deceptive, misleading, or otherwise unfair or unconscionable means to collect debt. Plaintiffs failed to assert or establish that Defendant is a "debt collector" subject to liability under the statute. Accordingly, the Court must dismiss their FDCPA claim. The Court also dismisses all the Plaintiffs' remaining claims as they are without merit. A full-text copy of Judge Baker's Memorandum and Order dated Jan. 9, 2018 is available at https://is.gd/8H2q0L from Leagle.com. Dwayne F. Poole, Plaintiff, Pro Se. Trina M. Poole, Plaintiff, Pro Se. GMAC Mortgage, LLC, Defendant, represented by Hilary H. Sommer -- hilary.sommer@bryancave.com -- BRYAN CAVE LLP & Jennifer M. West , SOUTH AND ASSOCIATES, P.C. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. GORDON'S GLASS: Case Summary & 12 Unsecured Creditors ----------------------------------------------------- Debtor: Gordon's Glass, Ltd. 1927 Stout Drive Warminster, PA 18974 Type of Business: Gordon's Glass --http://gordonsglassltd.com/-- specializes in the design, fabrication, and installation of frameless shower enclosures and custom mirrors. With its two locations, the company now services the entire Mid-Atlantic region. Gordon's Glass' forte is residential work (including the homes of celebrities such as Bill Cosby, Will Smith and David Morse) and commercial projects. The Company is headquartered in Warminster, Pennsylvania. Chapter 11 Petition Date: January 18, 2018 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Case No.: 18-10321 Judge: Hon. Magdeline D. Coleman Debtor's Counsel: Robert Mark Bovarnick, Esq. BOVARNICK & ASSOCIATES, LLC Two Logan Square 100 North 18th Street, Suite 2030 Philadelphia, PA 19103 Tel: 215-568-4480 E-mail: rmb@rbovarnick.com rob@rbovarnick.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mel Gordon, president. A copy of the Debtor's list of 12 largest unsecured creditors is available for free at: http://bankrupt.com/misc/paeb18-10321_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb18-10321.pdf GULF MEDICAL: Taps Wilson Harrell as Legal Counsel -------------------------------------------------- Gulf Medical Services, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire Wilson, Harrell, Farrington, Ford, Wilson, Spain & Parsons P.A. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Wilson Harrell does not hold any interest adverse to the Debtor and its estate, according to court filings. The firm can be reached through: Steven J. Ford, Esq. Wilson, Harrell, Farrington, Ford, Wilson, Spain & Parsons P.A. 307 S. Palafox Street Pensacola, FL 32502 Tel: 850-438-1111 Fax: 850-432-8500 Email: jsf@whsf-law.com About Gulf Medical Services Based in Pensacola, Florida, Gulf Medical Services, Inc. -- http://www.gulfmed.com/-- has been serving respiratory equipment, sleep therapy equipment, and medical equipment to its customers since 1987. The company accepts assignments and bills Medicare, Medicaid, Blue Cross Blue Shield, TriCare, and many other private insurance policies. Its gross revenue amounted to $7.89 million in 2017, $10.06 million in 2016 and $12.16 million in 2015. Gulf Medical Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-30012) on Jan. 5, 2018. Kenneth R. Steber, president, signed the petition. At the time of the filing, the Debtor disclosed $1.73 million in assets and $5.15 million in liabilities. Judge Jerry C. Oldshue Jr. presides over the case. HANISH LLC: GIRI Buying All Assets for $6.5 Million --------------------------------------------------- Hanish, LLC, asks the U.S. Bankruptcy Court for the District of New Hampshire to authorize the sale of substantially all assets to GIRI Management, LLC, for $6,500,000, subject to overbid. A hearing on the Motion is set for Feb. 28, 2018 at 2:00 p.m. The objection and counteroffer deadline is Feb. 21, 2018. Prior to the Petition Date, the Debtor was formed to construct, own and operate a 59-unit hotel under the "Fairfield Inn and Suites by Marriott" flag, located at 8 Bell Avenue, Hooksett, New Hampshire. The Hotel is operating by and through a management arrangement with Jiten Hotel Management, Inc. ("JHM"), an affiliated company. JHM is the managing agent for the Debtor, which means it manages the Hotel for the Debtor's account, in consideration for a management fee. JHM is owned by Nayan Patel, one of the owners of the Hotel. All management fees during the case have been approved in budgets approved by the Court. There is also a franchise agreement with Marriott International, Inc. for the franchise at the Hotel. The contract provides many things, but among other things, provides for the payment of franchise fees in exchange for use of the Marriott flag and marks. The franchise fee is current at this time. There are other obligations due from the Debtor to Marriott, including the property improvement plan which obligates the Debtor to upgrade the facility every five to seven years under the Marriott Agreement. The construction of the Hotel ran into immediate problems. In addition, the Hotel opened in 2008 in the midst of a recession. The Hotel has had the challenge of climbing out of its difficulties, and it has done so. Phoenix NPL, LLC, purchased the loans underlying the Hotel and the Debtor evidenced by, among other things, a Construction Loan Agreement dated Oct. 5, 2007, a Promissory Note in the original principal amount of $5,900,000 also dated Oct. 5, 2007 and a Promissory Note dated March 6, 2009 in the original principal amount of $450,000 from the Federal Deposit Insurance Corp., as Receiver for The National Republic Bank of Chicago, the original lender to Hanish, on Feb. 20, 2015. Thereafter Phoenix NPL assigned the Loans to Phoenix REO, LLC on Sept. 2, 2015. The 2007 Note is secured by a Security Agreement, Assignment of Rents and Mortgage recorded in the Merrimack County Registry of Deeds. The 2007 Note is guaranteed by Nayan Patel. The 2009 Note is not guaranteed by Nayan Patel. The loan matured. Phoenix refused to extend it. Phoenix REO moved for a receiver to take over the Hotel in the Merrimack (State of New Hampshire) Superior Court. That request was denied. Prior to the Petition Date, Phoenix had scheduled a foreclosure of the Hotel and refused to delay it. It also sued Nayan Patel as the guarantor of the 2007 Note and restrained the transfer of substantial assets of his and obtained attachments against his assets. The Chapter 11 was precipitated solely to stop the foreclosure. The first order of business after stopping the foreclosure was to obtain the emergency use of cash collateral, which Debtor obtained by Court order. After obtaining such usage, the Debtor began negotiating with its Lender for the consensual use of cash to use as a platform to engage the lender in settlement discussions and develop consensual means to file this plan. The Debtor and the Lender reached agreement on the use of cash collateral which provides for replacement liens, $20,000 increased to $30,000 a month in cash payments and other protections. The Debtor filed two unsuccessful plans of reorganization that were objected to by Phoenix. It then decided the best option for it and its creditors was to sell the Hotel. It engaged a national brokerage firm, O'Connell Hospitality Group, LLC, who has aggressively marketed the Hotel and who obtained the Buyer and other interested parties. The Debtor has operated successfully during the Chapter 11. It has dramatically increased revenue which has allowed it to increase adequate protection payments to Phoenix. To date Phoenix has be paid approximately $460,000 in adequate protection payments reducing Phoenix's claim from $6,732,462 to $6,272,462. Phoenix's claim continues to be paid $30,000 per month as further adequate protection payments are made. Phoenix is the dominant creditor in the case. The other creditors in the case total approximately $100,000 against Phoenix's claim of $6.272 million dollars. Phoenix continues to be paid $30,000 a month so its claim will continue to decrease. Phoenix has a blocking position regarding any Plan. At a sales price of $6.5 million after deducting real estate taxes, transfer taxes, US Trustee fees and other closing costs and the realtor's commission, Phoenix should be paid approximately $6.2 million dollars at the time of closing and its claim should be less than $6.2 million at that time. Its claim should be paid off. It will have no further claim against the Debtor. To the extent more is recovered from the sale than the total pre-petition claim of Phoenix. Phoenix will be paid more because it will be oversecured. It is the intention of the Debtor to pay Phoenix all Net Proceeds of the sale. Provided the sale closes, Phoenix will not participate in any distribution from the cash on hand or preference recovery. Phoenix is expected to vote in favor of the Plan. The other creditors consist of trade debt of approximately $25,000 and other debt of approximately $75,000 (legal fees and loans). These claims will not be paid from the Net Proceeds. Rather they will be paid from cash on hand (which is an Excluded Asset under the P&S) and a $200,000 preference claim owed to the Debtor by JHM. After payment of administrative expenses, it is expected the dividend will be 33% of each creditor's claim to be paid when a plan of liquidation is approved by the Court. The Sale will be approved independently of a plan of liquidation. It will be approved first and then a plan will be approved. The creditors can expect payments when a plan is approved other than Phoenix, who will be paid at closing of the sale or confirmation of a Plan, whichever occurs first. A plan is expected to be approved approximately 60 days after sale. The Buyer and the Debtor have entered into the Asset Purchase Agreement dated Jan. 10, 2018. The basic terms of the Sale to the Buyer are: a. Assets to Be Purchased by Buyer: The Buyer will acquire substantially all of the Assets, consisting of real estate and all other Assets of the Hotel except Excluded Assets. b. Purchase Price: $6.5 million dollars, payable by wire transfer in USD at closing c. Deposit: $200,000 d. Closing: The P&S requires a closing 135 days after execution of the P&S, to allow time for due diligence and acquisition of a new Marriott franchise by the Buyer. e. Contingencies: The Court approval and Marriott approval of a new franchise agreement that corresponds with release of the Debtor from obligations under the existing franchise agreement and 45 day due diligence period from the approval of the Break-Up Fee. A copy of the P&S attached to the Motion is available for free at: http://bankrupt.com/misc/Hanish_LLC_313_Sales.pdf The Assets are subject to the all asset lien of Phoenix. The Assets will be sold, "as is, where is," with no representations or warranties of any kind except as otherwise provided in the P&S. The executory contracts the Debtor intends to assume and assign will be identified at the sale hearing. It is possible there may not be any assigned executory contracts. Pursuant to the terms of the P&S, payment will be made at closing of the sale, which will occur within 135 days of the execution of the P&S. Phoenix's secured claim and closing costs will be paid at closing. The remaining payments to creditors will be made from cash on hand and the preference recovery after a plan is confirmed. The Debtor will solicit offers from competing bidders and has submitted a Bid Procedures Motion with accompanying detailed documentation of the proposed sale. Anyone may make a qualified counter-offer under the approved Bid Procedures by submitting such offer by the counter offer deadline of Feb. 21, 2018 at 5:00 p.m. To be a qualified Counter-Offer a Counter-Offer must: (1) offer at least $100,000 more than the existing offer from the Buyer or $6.6 million dollars; (2) the Counter-Offeror must make a deposit of $200,000 to be held by the Debtor's counsel; (3) the Counter-Offeror must execute a P&S in the form of the existing P&S and agree to all terms of the P&S; (3) the Counter-Offeror must agree to obtain a franchise agreement from Marriott, that releases the existing franchise agreement (5) the Counter-Offeror must assume and take assignment of all Executory Contracts identified in the P&S; and (6) the Counter-Offeror must demonstrate the financial ability to close and fund the transaction. In the event that the Buyer is not the successful bidder for the Assets, then the Buyer will be entitled to a break-up fee equal to the Buyer's reasonable attorney's fees and costs for pursuing the Sale, up to $50,000. The Buyer will submit bills (including attorney's fees) to the over-bidder to justify its expenses. The Purchaser: GIRI MANAGEMENT, LLC 225 W. Squantum St., Suite 200 Quincy, MA Attn: Ashish Sangani E-mail: asangani@girihotels.com The Purchaser is represented by: Joshua Celeste, Esq. DUFFY & SWEENEY, LTD. 1800 Financial Plaza Providence, RI 02903 E-mail: jceleste@duffysweeney.com About Hanish, LLC Hanish, LLC, owns and operates a 59-unit Fairfield Inn & Suites by Marriott in Hooksett, N.H. The Company sought Chapter 11 protection (Bankr. D.N.H. Case No. 16-10602) on April 26, 2016, and is represented by Steven M. Notinger, Esq., at Notinger Law, PLLC. Nayan Patel, managing member, signed the petition. Judge Bruce A. Harwood presides over the case. The Debtor estimated its assets and debt at $1 million to $10 million at the time of the filing. HATHAWAY HOMES: Trustee Taps Parsons Smith as Legal Counsel ----------------------------------------------------------- The Chapter 11 trustee for Hathaway Homes Group, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire legal counsel. Gary Rainsdon, the bankruptcy trustee, proposes to employ Parsons, Smith, Stone, Loveland & Shirley, LLP to give legal advice regarding his duties under the Bankruptcy Code and provide other legal services related to the Debtor's Chapter 11 case. The firm will charge an hourly fee of $200 for its services. Jason Naess, Esq., disclosed in a court filing that his firm has no connection with the Debtor or any of its creditors. Parsons Smith can be reached through: Jason R. Naess, Esq. Parsons, Smith, Stone, Loveland & Shirley, LLP 137 West 13th Street P.O. Box 910 Burley, ID 83318 Tel: (208) 878-8382 Fax: (208) 878-0146 Email: jason@pmt.org About Hathaway Homes Group Hathaway Homes Group, LLC, is a dealer of recreational vehicle and manufactured homes in South East Idaho. It offers a selection of new modular homes, mobile homes, toy haulers, and pre-owned RVs and trailer homes. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 17-40992) on Nov. 10, 2017. Paul J. Hathaway, authorized representative, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Jim D. Pappas presides over the case. HOBBICO INC: Jan. 22 Meeting Set to Form Creditors' Panel --------------------------------------------------------- William K. Harrington, United States Trustee for Region 3, will hold an organizational meeting on Jan. 22, 2018, at 10:00 a.m. in the bankruptcy case of Hobbico, Inc. The meeting will be held at: The Doubletree Hotel 700 King Street, Salon D Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Hobbico, Inc. Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the design, manufacturing, marketing and distribution of thousands of hobby products including radio-control and general hobby products. The company's merchandise includes a wide variety of radio-control models from cars and boats to airplanes and helicopters. Hobbico began in 1971 with just two people and now employs over 650 individuals in facilities that include its West Coast distribution center in Reno, Nevada, facilities in Penrose, Colorado and Elk Grove Village, Illinois and its corporate headquarters in Champaign, Illinois. Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10, 2018. The petitions were signed by Tom S. O'Donoghue, Jr., chief restructuring officer. Hobbico estimated assets of $10 million to $50 million and debt of $100 million to $500 million. The Hon. Kevin Gross is the case judge. The Debtors tapped Neal, Gerber & Eisenberg LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local bankruptcy counsel; Lincoln International LLC as investment banker; and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as restructuring advisors. JND Corporate Restructuring is the notice and claims agent. HOVNANIAN ENTERPRISES: Gets Requisite OK to Amend Notes Indentures ------------------------------------------------------------------ Hovnanian Enterprises, Inc.'s wholly owned subsidiary, K. Hovnanian Enterprises, Inc., has received the requisite consents to adopt the proposed amendments to the indenture governing K. Hovnanian's 10.000% Senior Secured Notes due 2022 and 10.500% Senior Secured Notes due 2024 with respect to the 2024 Notes from holders of the 2024 Notes in connection with K. Hovnanian's previously announced solicitation of consents with respect thereto, which expired with respect to the 2024 Notes at 5:00 p.m., New York City time, on Jan. 12, 2018. The Consent Solicitations are made in accordance with the terms and subject to the conditions stated in a Consent Solicitation Statement, dated Dec. 28, 2017. K. Hovnanian has notified Wilmington Trust, National Association, the trustee and collateral agent under the indenture related to the Notes, that it has received the consent of the Holders of at least a majority in aggregate principal amount of outstanding 2024 Notes as required to adopt the Proposed Amendments to the indenture governing the Notes solely with respect to the 2024 Notes. Accordingly, K. Hovnanian, the Company, as guarantor, the other guarantors party thereto, and the Trustee executed on Jan. 16, 2018 a supplemental indenture to the indenture governing the Notes effecting the Proposed Amendments with respect to the 2024 Notes. The Supplemental Indenture is effective and constitutes a binding agreement among K. Hovnanian, the Guarantors and the Trustee as of its date of execution. However, the Supplemental Indenture, by its terms, provides that the Proposed Amendments will not become operative unless and until K. Hovnanian pays the consent consideration to the Information and Tabulation Agent for the consenting holders of the 2024 Notes, which it intends to do promptly. Holders of the 2024 Notes who validly delivered (and did not validly revoke) consents to the Proposed Amendments in the manner described in the Consent Solicitation Statement prior to the Expiration Date are eligible to receive consent consideration equal to $2.50 per $1,000 principal amount of 2024 Notes for which consents were validly delivered prior to the Expiration Date (and not validly revoked prior to the date the Supplemental Indenture was executed and became effective). Holders of the 2024 Notes that provide consents after the Expiration Date will not receive consent consideration. The Company also announced that K. Hovnanian has modified the terms of the Consent Solicitation with respect to the 2022 Notes, as set forth in a Supplement to the Consent Solicitation Statement, dated Jan. 16, 2018. The terms of the Consent Solicitation with respect to the 2022 Notes have been modified to extend the expiration date and increase the consent consideration. The expiration date for the Consent Solicitation has been extended to 5:00 p.m., New York City time, on Jan. 22, 2018. Holders of 2022 Notes who validly deliver (and do not validly revoke) consents to the Proposed Amendments with respect to the 2022 Notes in the manner described in the Consent Solicitation Statement will now be eligible to receive consent consideration equal to $5.00 per $1,000 principal amount of 2022 Notes for which consents have been validly delivered prior to the 2022 Notes Expiration Date (and not validly revoked). Holders of 2022 Notes who have previously delivered consents do not need to redeliver such consents or take any other action in response to this announcement in order to consent or receive the increased consent consideration upon the successful conclusion of the Consent Solicitation relating to the 2022 Notes. Holders of the 2022 Notes are referred to the Consent Solicitation Statement for the detailed terms and conditions of the Consent Solicitation with respect to the 2022 Notes, all of which remain unchanged except as set forth in this release and the Supplement. Requests for copies of the Consent Solicitation Statement and other related materials should be directed to Global Bondholder Services Corporation, the Information and Tabulation Agent for the Consent Solicitations, at (212) 430-3774 (collect) or (866) 470-4300 (toll-free). K. Hovnanian's obligations to pay the consent consideration are set forth solely in the Consent Solicitation Statement. About Hovnanian Enterprises Hovnanian Enterprises, Inc. (NYSE:HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is headquartered in Red Bank, New Jersey. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes and Parkwood Builders. As the developer of K. Hovnanian's Four Seasons communities, the Company is also a builder of active lifestyle communities. Hovnanian Enterprises reported a net loss of $332.2 million for the year ended Oct. 31, 2017, compared to a net loss of $2.81 million for the year ended Oct. 31, 2016. As of Oct. 31, 2017, Hovnanian Enterprises had $1.90 billion in total assets, $2.36 billion in total liabilities and a total stockholders' deficit of $460.37 million. * * * In April 2016, Moody's Investors Service downgraded the Corporate Family Rating of Hovnanian Enterprises to 'Caa2' and Probability of Default Rating to 'Caa2-PD'. The downgrade of the Corporate Family Rating reflects Moody's expectation that Hovnanian will need to dispose of assets and seek alternative financing methods in order to meet its upcoming debt maturity wall. In January 2018, S&P Global Ratings lowered its corporate credit rating on Red Bank, N.J.-based Hovnanian Enterprises Inc. to 'CC' from 'CCC+' and placed it on CreditWatch with negative implications. The downgrade follows Hovnanian's announcement of a proposed exchange offering for up to $185 million of its 8% senior notes due 2019 with $26.5 million of cash, up to $99.9 million of 13.5% unsecured notes due 2026, and up to $99.4 million of 5% unsecured notes due 2040. The exchange offer will be outstanding until Jan. 29, 2018. As reported by the TCR on Jan. 9, 2018, Fitch Ratings had downgraded Hovnanian Enterprises, Inc.'s (NYSE: HOV) Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement that it will be exchanging up to $185 million of its $236 million 8% senior unsecured notes due Nov. 1, 2019 for a combination of cash, new 13.5% senior unsecured notes due 2026 and new 5% senior unsecured notes due 2040. HUSKY INC: Court OK's Disclosures; April 10 Plan Hearing -------------------------------------------------------- Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico approved Husky, Inc., and Christian Elderly Home Inc.'s disclosure statement referring to a plan of reorganization dated July 11, 2017. Objections to claims must be filed 45 days prior to the hearing on confirmation. 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 confirmation of the plan must be filed on/or before 21 days prior to the date of the hearing on confirmation of the Plan. A hearing for the consideration of confirmation of the Plan will be held on April 10, 2018 at 10:00 A.M. at Jose V. Toledo Fed. Bldg. & U.S. Courthouse, Courtroom 2, 300 Recinto Sur Street, Old San Juan, Puerto Rico. The Troubled Company Reporter previously reported that Class 5 general unsecured claims filed by governmental entities and Class 6 general unsecured claims filed by other creditors will be paid in 84 equal monthly Installments under the plan. These unsecured creditors will recover 3% of their claims. A copy of the disclosure statement is available for free at: https://is.gd/Jn6CWU About Husky Inc. Husky, Inc., based in Gurabo, Puerto Rico, is the 100% owner of Christian Elderly Home, Inc., having a current value of $1 million. It also owns a 2,320 square-meter lot with concrete building for storage located at Barrio Rincon and valued at $300,000. Husky and Christian Elderly filed separate Chapter 11 petitions (Bankr. D.P.R. Case Nos. 17-02559 and 17-02561) on April 12, 2017. Edgardo Garcia Rosario, president, signed the petitions. In its petition, Husky disclosed $1.32 million in assets and $7.63 million in liabilities. Christian Elderly disclosed $1.04 million in assets and $7.5 million in liabilities. Judge Enrique S. Lamoutte Inclan presides over the cases. Carmen D. Conde Torres, Esq., at the Law Offices of C. Conde & Associates, is the Debtors' bankruptcy counsel. INSPIRATION ESTATES: Taps Cooper Pautz as Legal Counsel ------------------------------------------------------- Inspiration Estates, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire Cooper, Pautz, Weiermiller & Daubner, LLP, as its legal counsel. The firm will assist the Debtor in the preparation of a bankruptcy plan; review claims of creditors; represent the Debtor in any litigation; and provide other legal services related to its Chapter 11 case. Mark Weiermiller, Esq., the attorney who will be handling the case, charges an hourly fee of $250. The firm received a retainer in the sum of $3,000 from Bradley Smith, the Debtor's sole member. Mr. Weiermiller does not represent or hold any interest adverse to the Debtor and its estate, according to court filings. The firm can be reached through: Mark A. Weiermiller, Esq. Cooper, Pautz, Weiermiller & Daubner, LLP 2854 Westinghouse Road Horseheads, New York 14845 Email: mweiermiller@cpwdlaw.com About Inspiration Estates Inspiration Estates, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 17-21303) on Dec. 7, 2017. Bradley T. Smith, member, signed the petition. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $100,000. Judge Warren presides over the case. Cooper, Pautz, Weiermiller & Daubner, LLP, serves as counsel to the Debtor. ITRON INC: $100MM Notes Add-On No Impact on Moody's B2 Rating ------------------------------------------------------------- Moody's Investors Service said that Itron, Inc.'s Ba3 Corporate Family Rating ("CFR") and the B2 rating on its 5% senior unsecured notes due 2026 are not affected by the $100 million add-on to the notes issue. The add-on is positive for liquidity as proceeds of the additional notes are expected to be used to repay a portion of revolver borrowings with the remainder increasing pro forma cash balances. The outlook remains stable. Moody's maintains the following ratings on Itron, Inc.: - Corporate Family Rating, at Ba3 - Probability of Default Rating, at Ba3-PD - Senior Unsecured Notes due 2026 (including add-on), at B2 - Outlook, remains Stable The incremental expected availability under Itron's $500 million revolving credit facility moderately enhances the company's availability under its facility. Itron's speculative grade liquidity rating of SGL-2, denoting a good liquidity profile, remains unchanged and reflects Moody's expectation that the company will maintain good liquidity over the next 12-to-18 months supported by healthy free cash flow generation of over $100 million annually, good revolver availability and financial ratio covenant headroom. The additional $100 million of notes is anticipated to be largely offset by Itron having to borrow corresponding less under its revolving credit facility to fund projected growth and does not have a meaningful impact on Moody's projections for the company's future leverage. Although the proposed add-on notes issuance increases liquidity by increasing revolver availability and the cash balance, downward pressure on the ratings could occur if Itron's debt/EBITDA were to reach and be sustained above 4.0x (including Moody's standard pension and leases and exclusive of any potential synergies). However, Moody's ratings incorporate the expectation that credit metrics will remain in line with the rating agency's expectations for the Ba3 CFR over the intermediate term given Moody's expectation that the company will meaningfully repay debt, convert backlog to revenues as well as realize operating efficiencies and Silver Spring acquisition-related synergies. Headquartered in Liberty Lake, Washington, Itron is a leading provider of metering and related communication systems to electric, gas and water utilities globally. Pro forma for the proposed acquisition of Silver Spring, annual revenues for the publicly-traded company approximate $2.4 billion. IVAN RENE MOORE: District Court Affirms Chapter 11 Case Dismissal ----------------------------------------------------------------- District Judge Andre Birotte, Jr., affirms the order of the Bankruptcy Court dismissing the chapter 11 case of Ivan R. Moore with a 180-day bar to refiling in the appeals case captioned IVAN RENE MOORE, Appellant, v. UNITED STATES TRUSTEE FOR REGION 16, Appellee, Case No. CV 16-09540-AB (C.D. Cal.). Dismissal of a chapter 11 case under requires a two-step analysis. "First, it must be determined that there is 'cause' to act. Second, once a determination of 'cause' has been made, a choice must be made between conversion and dismissal based on the 'best interests of the creditors and the estate."In considering the second prong, "the court must consider the interests of all of the creditors." Judge Birotte holds that the bankruptcy court applied the right legal standard because it addressed both issues -- whether there was cause and what was the best interest of the creditor. First, the bankruptcy court found cause. It found that the Appellant did not comply with the Trustee's reporting requirements, did not accurately complete his schedules, has a history of vexatious litigation, and acted in bad faith in not scheduling Barbour as a creditor. Second, the bankruptcy court concluded that dismissal was in the "best interest of the creditors and the estate." Appellant provided three declarations that purportedly show conversion or dismissal was not in the creditors' best interest. However, the bankruptcy court gave these declarations little weight because they "consist merely of conclusory statements asserting that the creditors believe [Moore] can successfully confirm a plan." The declarations did not set forth facts or evidence justifying the creditors' belief that plans could confirm. Therefore, the bankruptcy court concluded that based on Appellant's past failure to comply, there was no reasonable likelihood that the plan would confirm. Thus, conversion or dismissal was mandatory because that was in the best interest of the creditors. The bankruptcy court also did not commit clear error by placing a 180-day bar against re-filing. The bankruptcy court relied on ample evidence to conclude that Moore could not afford to fund additional litigation. It noted that Wells Fargo holds a $7.1 million judgment against Appellant. Moreover, the bankruptcy court noted that Moore's only asset that could yield a distribution to creditors is his judgment against Kimberly Martin-Bragg Barbour. However, Moore would have a hard time satisfying his judgment with his judgment against Barbour because she had filed a chapter 7 bankruptcy. The bankruptcy court's factual findings were supported by objective facts from the record. The bankruptcy court's conclusions were neither illogical, implausible, nor unsupported; thus, they must be affirmed. The bankruptcy case is in re: IVAN RENE MOORE, Debtor, Case No. 2:16-bk-24226-ER (Bankr. C.D. Cal.). A full-text copy of the Court's Order dated Jan. 5, 2018 is available at https://is.gd/VTatv1 from Leagle.com. Ivan Rene Moore, Appellant, Pro Se. U.S. Trustee, Appellee, represented by Hatty Yip , Office of the United States Trustee Department of Justice & Russell S. Clementson , Office of the United States Trustee. Wells Fargo Bank, N.A., Creditor, represented by Joshua Kenneth Partington -- joshuap@amlegalgroup.com -- Assayag Mauss LLP & Michele Sabo Assayag -- michelea@amlegalgroup.com -- Assayag and Mauss LLP. JUAN WILLIAMS: Selling Palm Beach Gardens Property for $455K ------------------------------------------------------------ Juan J. Williams asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the sale of real property located at 104 Via Condado Way, Palm Beach Gardens, Florida, more particularly described as Lot 157, of Mirabella at Mirasol Plat "B," as recorded in Plat Book 92, at Page 28, of the Public Records of Palm Beach County, Florida, to Deanna Schiappa for $455,000. The Debtor owns the Property. It was valued at $400,000 per the Agreed Order Granting Motion to Clarify Status of the Motion to Value entered on Oct. 6, 2017. However, in the current market, the Debtor believes it to be full fair market value at the contract price, which is $455,000. On Dec. 27, 2017, the Debtor entered into the As Is Residential Contract for Sale and Purchase on the Property with the Buyer in the amount of $455,000, with $5,000 earnest money. Proceeds from the sale will be paid to Wilmington Savings Fund Society, FSB, as trustee of Upland Mortgage Loan Trust A, currently serviced by Carrington Mortgage Services, LLC in full satisfaction of its pre- and post-petition in the amount of the secured claim of $400,000, with the balance of the proceeds to be paid to the Debtor. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Juan_Williams_242_Sales.pdf The Motion is brought on an emergency basis due to the fact that the Buyer has directed that the closing must occur by Feb. 16, 2018. Due to the proposed Closing Date, a hearing in advance of the Feb. 16, 2018 date is requested. The Debtor submits that the sale should be free and clear of all liens, claims and encumbrances, with any such liens, claims or encumbrances to attach to the proceeds of the sale. He intends to demonstrate at the Sale Hearing that the sale should be approved pursuant to Section 363(f) of the Bankruptcy Code. There are sound business reasons justifying the sale of the Property. The Purchaser: Deanna Schiappa 114 Stonebriar Blvd. Jupiter, FL 33458 The Creditor: WILMINGTON SAVINGS FUND SOCIETY, FSB 500 Delaware Avenue Wilmington, DE 19801 The case is In re Juan J. Williams (Bankr. S.D. Fla. Case No. 14-10791). David Lloyd Merrill, Esq., at THE ASSOCIATES, serves as counsel to the Debtor. K'NEX INDUSTRIES: PNC Bank to Conduct Foreclosure Sale on Jan. 29 ----------------------------------------------------------------- PNC Bank, National Association, in its capacity as a secured creditor, intends to sell, assign and transfer the rights, title and interest of: (i) Smart Brands International Co., LLC, (ii) K'NEX Industries, LLC, and (iii) K'NEX Limited Partnership Group in certain property to the highest or best qualified bidder(s), as determined by PNC, by a public sale on Monday, January 29, 2018, at 11:00 p.m. (EST) Place: Blank Rome LLP One Logan Square (11th Floor) 130 N. 18th Street Philadelphia, PA 19103 With respect to each K'NEX entity, the bank will sell all assets, including accounts, inventory, equipment, machinery, furniture, fixtures, general intangibles, tradenames, trademarks, goodwill, certain contracts, customer lists, and all books and records, other than Excluded Property. The Excluded Property consists of Cash and cash equivalents, equity/membership/ partnership interests in certain subsidiaries and affiliates of K'NEX, refunds or credits for taxes accrued prior to closing of the sale and for prepaid insurance and deposits, all accounts receivable owing to K'NEX or any of their subsidiaries by Toys "R" Us, Inc. or any of its subsidiaries, and certain contracts. PNC holds a security interest in substantially all of the property of K'NEX pursuant to the provisions of the Uniform Commercial Code of the State of Delaware and the Debtors' rights in the Sale Collateral will be sold in accordance with the provisions of the UCC under such procedures and rules as PNC may determine. PNC reserves the right to modify such procedures at any time in its discretion. The public sale will be conducted on an "AS IS, WHERE IS" basis, without representation or warranty of any kind from PNC as to title, quality, quantity, quiet enjoyment, merchantability, fitness for a particular purpose, or any other matter. Bids may be in bulk only (unless PNC elects otherwise). PNC has received an offer from a third party for all of the Sale Collateral. That existing offer is subject to a variety of terms and conditions that are set forth in a certain Asset Sale Agreement negotiated between and among PNC, K'NEX, and the buyer. Any bid received at the public sale for the Sale Collateral must be higher or better than the offer contained in the Proposed Sale Agreement and any new bidder must be prepared to accept the terms and conditions set forth in the Proposed Sale Agreement (including the assumption of indebtedness as provided therein), unless PNC otherwise agrees. The unidentified buyer's offer consists of $21,000,000 plus assumed liabilities, plus or minus certain working capital adjustments. The Offered Price will be deemed the opening bid at the public sale. A minimum overbid will be required at the public sale. All bidders must be pre-qualified on or before 5:00 p.m. on January 24, 2018 to participate in the auction and for such purpose shall provide PNC with, among other information, financial information and other documents necessary to demonstrate its ability to close the transaction within the time frame set forth and with information to satisfy the requirements of PNC as to AML and OFAC regulations. No bids shall be subject to any further due diligence or financing contingencies. Among other conditions, in order for a bidder to be pre-qualified, each bidder must enter into a customary confidentiality agreement and post with PNC a good faith deposit in an amount equal to the greater of (a) $2,000,000 and (b) 10% of its bid, in cash, by an irrevocable letter of credit, or cashier's or bank check, or by wire transfer of immediately available funds, which will be refundable if the bidder is not the successful bidder. Unless otherwise agreed to by PNC, closing of the sale will occur on February 2, 2018, and payment of the entire balance of the purchase price will be due and payable to PNC on such date by cashier's or bank check or by wire transfer of immediately available funds. PNC reserves the right to credit bid in such amount as PNC may determine in its sole and absolute discretion. If PNC determines that a higher or better offer has not been received at the auction, PNC intends to immediately consummate the sale of the Sale Collateral to the buyer identified under the Proposed Sale Agreement. Moreover, the buyer under the Proposed Sale Agreement has the right (but not any obligation) to submit a higher or better bid at the public sale if it chooses to do so. This notification does not constitute a binding offer by PNC to sell the Sale Collateral. PNC reserves the right to adjourn the sale for any reason it may determine. Inquiries concerning the sale, including any requests for inspection of the Sale Collateral (at a bidder's expense), financial information as to K'NEX and other terms of sale, may be made to Jason T. Sylvester at (215) 585-7816. On a confidential basis only, any bidder that has been qualified shall be entitled to receive a copy of the Proposed Sale Agreement prior to the date of the auction sale. Parties attending the sale may contact Gregory F. Vizza, Esq. at Blank Rome at (215) 569-5500 in advance so that the building security may be alerted. Based in Hatfield, Pennsylvania, K'NEX -- http://www.knex.com/-- manufactures and sells construction toys for children and other age groups in the United States and internationally. KARON RICHARD: Johnsons Buying Waynesville Property for $680K ------------------------------------------------------------- Karon Fay Richard asks the U.S. Bankruptcy Court for the Western District of Virginia to authorize the sale of real property located 54 Keeping Court, Waynesville, North Carolina to William and Carol Johnson for $680,000. The Debtor and her husband own the Property. The Property is subject to a first priority lien in favor of Wells Fargo Bank, which is owed approximately $142,000. By order entered March 2, 2017, the court approved the retention of Keller Williams-Lake Norman-Cornelius as real estate agent. Gregory Bracht signed the Declaration on behalf of Keller Williams. Mr. Bracht subsequently left Keller Williams and became employed by Puma & Associates, which acted as the Sellers' agent in the transaction. Contemporaneous with the filing of the Motion, the Debtor has filed an Application asking authority to retain Puma & Associates Realty as real estate agent, nunc pro tunc to Dec. 1, 2017. Subject to court approval, the Debtor has entered into a contract to sell the Property to the Buyers for $680,000, with $10,000 earnest money. The Property has been on the market for approximately 18 months, and the Debtor believes that this price accurately reflects the fair market value of the Property. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Karon_Richard_70_Sales.pdf At closing, the Debtor proposes to pay the sale proceeds as follows: (i) ordinary and necessary costs and expenses of closing; (ii) real estate commission to be shared by the Sellers' and the Buyers' agents, Puma & Associates Realty and Sundog Realty, Inc; (iii) ordinary and necessary costs of closing, including any allocations of items such as utilities and taxes; (iv) payment of amounts due to Wells Fargo that are secured by the Property. The Debtor asks an order authorizing the sale, with all liens to be paid from the sale proceeds. The settlement is scheduled for Feb. 28, 2018. She further asks that pursuant to Fed. R. Bankr. Pro. 6003(h), the Court directs that the order approving the Motion becomes effective immediately and that the 14-day stay will not apply. The Purchasers: William and Carol Johnson 101 Thornwood Drive Cary, NC 27518 E-mail: cnjhome1@gmail.com About Karon Fay Richard Karon Fay Richard sought Chapter 11 protection (Bankr. W.D. Va. Case No. 16-50842) on Aug. 31, 2016. The Debtor tapped Ann E. Schmitt, Esq., at Culbert & Schmitt as bankruptcy counsel. THe Debtor tapped Puma & Associates Realty as real estate agent, nunc pro tunc to Dec. 1, 2017. KERRY NOBLE: Court OK's Appointment of J. Searcy as Ch. 11 Trustee ------------------------------------------------------------------ Judge Bill Parker of the U.S. Bankruptcy Court for the Eastern District of Texas approved the U.S. Trustee's appointment of Mr. Jason R. Searcy as the Chapter 11 trustee for the bankruptcy estate of Kerry Bryon Noble. About Kerry Bryon Noble Winsboro, Texas-based Kerry Bryon Noble sought Chapter 11 protection (Bankr. E.D. Tex. Case No. 17-60755) on Oct. 13, 2017. Joyce W. Lindauer, Esq., Sarah M. Cox, Esq., Jamie N. Kirk, Esq., Jeffery M. Veteto, Esq., at Joyce W. Lindauer Attorney, PLLC, in Dallas, Texas. LE-MAR HOLDINGS: Committee Seeks Appointment of Ch. 11 Trustee -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Debtors Le-Mar Holdings, Inc., and affiliates filed a motion asking the U.S. Bankruptcy Court for the Northern District of Texas for an order directing the appointment of a chapter 11 trustee for the Debtors. The Committee asserts that the Debtors face a fundamental cash crisis that can only be remedied by an impartial trustee prepared to act in the best interests of all stakeholders. The Debtors are party to valuable contracts with the United States Postal Service, but incumbent management is woefully incapable of managing the Debtors' books and records competently -- let alone restructuring the Debtors' overall business operations, leading to a complete erosion of creditor confidence in the Debtors' rehabilitation. The Debtors are barely cash flow positive and have incurred, and continue to incur, administrative expenses that exceed any projected cash on hand. These administrative expenses result from the Debtors' decision to delay payment to their equipment lessors for the first 60 days of these cases, which predictably has created a hostile environment with vendors critical to the Debtors’ operations. The Debtors' books and records are also in total disarray. The Debtors do not possess reviewed financial statements for 2016, the tax returns and financial statements provided contain unexplainable gaps and inconsistencies, and intercompany transactions cannot be reconciled. The tax returns are missing schedules and the financial statements reveal inappropriate shifting of expenses and inexplicable variances in fees and expenses. There is no way the Debtors can reorganize without a clear, coherent understanding of their finances. The Debtors are obligated to provide, and the creditors are entitled to, an accurate picture of the Debtors' financial condition. Current management is incapable of providing this information. A chapter 11 trustee is required to gain control over the Debtors' books, records, and business to implement a viable exit strategy. The best interests of these estates and their creditors demand nothing less. A full-text copy of the Committee's Request is available at: http://bankrupt.com/misc/txnb17-50234-11-296.pdf Counsel to the Official Committee of Unsecured Creditors of Le-Mar Holdings, Inc., et al.: Max R. Tarbox, Esq. TARBOX LAW P.C. 2301 Broadway Lubbock, TX 79401 Tel: (806) 686-4448 Fax: (806) 368-9785 Email: max@tarboxlaw.con1 -- and -- Eric R. Wilson, Esq. Maeghan J. McLoughlin, Esq. KELLEY DRYE & WARREN LLP 101 Park Avenue New York, New York 10178 Tel: (212) 808-7800 Fax: (212) 808-7897 Email: ewilson@kelleydrye.com mmcloughlin@kelleydrye.com About Le-Mar Holdings, Inc. Le-Mar Holdings, Inc., is a mid-sized company in the general freight trucking business with operations in Grand Prairie, Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin and Lubbock. Chuck and Tracey Edwards own approximately 63.9% of the equity interests in Le-Mar while the Lawrence and Margie Edwards' Grand-Children's Trust owns approximately 36.1% of the equity interests. Le-Mar Holdings owns 100% of the equity interests of Edwards Mail Service, Inc., and 50% of the membership interests of Taurean East, LLC. Chuck and Tracey Edwards own 50% of the membership interests of Taurean East. Le-Mar Holdings, Edwards Mail and Taurean East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-50234 to 17-50236) on Sept. 17, 2017. Chuck Edwards, its president, signed the petitions. At the time of the filing, Le-Mar Holdings estimated assets and liabilities of $1 million to $10 million. LEHMAN BROTHERS: Affiliates to Explore Options to Monetize Claims ----------------------------------------------------------------- Lehman Brothers Holdings Inc. ("LBHI"), as Plan Administrator pursuant to its confirmed chapter 11 plan for the wind down of its controlled affiliates ("Lehman"), on Jan. 17 disclosed that certain of its controlled affiliates intend to explore monetization opportunities related to allowed claims they hold against LBHI and their non-controlled foreign affiliate Lehman Brothers Treasury Co. B.V. There is no assurance that Lehman will proceed with any such opportunities. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers Holdings filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * In October 2016, the team winding down LBHI paid $3.8 billion to creditors, the 11th distribution since Lehman's collapse in 2008. This brought the total payout to more than $113.6 billion. Bondholders were projected to receive about 21 cents on the dollar when Lehman's bankruptcy plan went into effect in early 2012. The 11th distribution raised the bondholders' recovery to more than 40 cents on the dollar and recoveries for general unsecured creditors of Lehman's commodities to 79 cents on the dollar. Lehman's aggregate 12th distribution to unsecured creditors pursuant to its confirmed Chapter 11 plan will total approximately $3.0 billion. LEI TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: LEI Transportation, Inc. 4500 Hugh Howell Road, Suite 790 Tucker, GA 30084 Type of Business: LEI Transportation Inc -- http://www.leitransportation.com-- is a full-service freight shipping company with the assets, experience and logistics to handle freight shipments of any size. The company is headquartered in Tucker, Georgia. Chapter 11 Petition Date: January 17, 2018 Case No.: 18-50786 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. 300 Galleria Parkway, N.W., Suite 960 Atlanta, GA 30339 Tel: 770-984-2255 Fax: (770) 984-0044 E-mail: paul@paulmarr.com paul.marr@marrlegal.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Michael D. Walling, CEO. A full-text copy of the petition, along with a list of the Debtor's 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ganb18-50786.pdf LINDSAY JENKINS: District Court Affirms Chapter 11 Case Dismissal ----------------------------------------------------------------- In the cases captioned LINDSAY JENKINS, Appellant, v. SELECT PORTFOLIO SERVICING, INC. AS AGENT FOR U.S. BANK, N.A., et al., Appellees, Case Nos. 16 C 11685, 17 C 1120 (N.D. Ill.), District Judge Matthew F. Kennelly affirmed the bankruptcy court's ruling granting the SPS and Elizon motions for relief from the automatic stay and dismissing Lindsay Jenkins chapter 11 case. By October 2016, when she filed a bankruptcy petition under Chapter 11, Jenkins had been in default on two mortgages for years. The Bankruptcy Code provides that, upon filing a petition, all proceedings to collect from the debtor are automatically stayed. Two entities -- Elizon Master Participation Trust I, U.S. Bank Trust National Association, as Owner-Trustee (Elizon), and Select Portfolio Servicing, Inc. as servicing agent for U.S. Bank NA, successor trustee to Bank of America, NA, successor to LaSalle Bank NA, as trustee, for the WaMu Mortgage Pass-Through Certificates, Series 2006-AR2 (SPS) -- each of which serviced one of the mortgages, separately moved to lift the automatic stay so they could proceed with foreclosure. The bankruptcy court granted both motions. The U.S. Trustee then moved to dismiss Jenkins's bankruptcy case. The bankruptcy court granted the motion. Jenkins has appealed these decisions and alleges she has experienced additional wrongs at the hands of the judge, court staff, and other parties. Jenkins has appealed two of the bankruptcy court's orders and has raised numerous other issues. The first two issues in this appeal are whether the bankruptcy court abused its discretion by granting the SPS and Elizon motions for relief from the automatic stay or dismissing Jenkins's bankruptcy petition. The final issue is whether any of Jenkins's other allegations against the judge, Trustee, and opposing party have merit. The bankruptcy court did not abuse its discretion by modifying the automatic stay for SPS after finding that Jenkins lacked adequate protection. SPS sought to proceed on foreclosure proceedings against Jenkins. Jenkins had been in default for 81 months and owed in excess of $200,000. With a self-reported net monthly income of $520, it would have taken Jenkins over 30 years to catch up on the deficiency if every bit of that money went toward this particular loan. Although Elizon moved to modify the stay on a different basis, the Court also holds that the bankruptcy court did not abuse its discretion by modifying the stay for Elizon. Jenkins could not show that she would adequately protect Elizon's interest in the property, given the period it would require for her to cure the deficiency. The bankruptcy court also did not abuse its discretion by dismissing Jenkins's petition, as Jenkins had failed to file any of the monthly operating reports and had not shown a reasonable likelihood of rehabilitating her estate. A full-text copy of the Court's Memorandum Opinion and Order dated Jan. 9, 2018 is available at https://is.gd/hVsCHk from Leagle.com. Lindsay Jenkins, Appellant, Pro Se. Patrick S Layng, Appellee, represented by Cameron M. Gulden, U.S. Department of Justice Office of the United States Trustee & Mary Gretchen Silver, Dept. of Justice, Office of United States Trustee. Service List,, represented by Judge Hollis, United States Bankruptcy Court. Lindsay Jenkins filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 17-22285) on July 26, 2017. MANN REALTY: Plan is Patently Unconfirmable, Secured Lender Says ---------------------------------------------------------------- Secured creditor and Lender McCormick 108, LLC, filed an objection to Debtor Mann Realty Associates, Inc.'s amended disclosure statement in support of its plan of reorganization. The Debtor is currently indebted to the Lender under and in connection with a $1,000,000 commercial loan that the Lender previously made to the Debtor. The Loan is evidenced by, among other things, a Promissory Note, dated Feb. 1, 2007, executed and delivered by the Debtor to the order of Commerce Bank/Harrisburg, N.A. in the stated principal amount of $1,000,000. McCormick complains that the Disclosure Statement lacks adequate information pertaining to the Debtor's Case Real Property, revenues, income, financial statements and projections and the proposed sale and marketing for the Real Property. The Plan and Disclosure Statement generically set forth the Debtor's intention to sell the Real Property. The Plan and Disclosure Statement provide no further treatment for the Lender's Loan and secured claim. This Plan is patently unconfirmable because the Debtor's general intention to sell the Real Property without further information and treatment of the Lender's secured claim is not fair and equitable under the circumstances. A disclosure statement cannot be approved if the related plan is patently unconfirmable. The Debtor's Disclosure Statement is also devoid of any substantive information regarding the Debtor's Real Property other than a simple listing of its alleged fair market value and liquidation value attached to the Disclosure Statement. The Disclosure Statement fails to provide information regarding (a) the nature, condition and description of the Real Property, (b) the basis for any valuation of the Real Property, (c) a complete listing of the liens that exist against the Real Property and the amount of the liens, (d) the expenses related to the Real Property, (e) whether any real estate taxes are owed with respect to the Real Property, and (f) the cash flow generated by the Real Property. This is basic information that creditors need to evaluate the proposed Plan. With respect to the Lender's Loan Documents and Real Property, the Debtor simply proposes to liquidate and/or sell the Real Property. The Debtor's proposed terms are unacceptable and are contrary to the requirements of the Bankruptcy Code. Imposing the Debtor's proposed terms on the Lender would be unreasonable and would not pass muster under the "fair and equitable" standard set forth in Section 1129(b). The Loan Documents were in default, were fully matured prior to the Petition Date and the Judgment noted above was entered by the appropriate court upon the Loan Documents. As previously reported by the Troubled Company Reporter, the Debtor intends to continue to operate its real estate business and development business located throughout Pennsylvania. The debtor intends to list for sale 11 parcels of real property. If any of these properties are not sold within a 90 day period of time, the debtor will expose such properties to an auction. The sale proceeds will be utilized in part, to pay secured debt, administrative claims, including real estate taxes, and other payments required under the plan. A full-text copy of McCormick's Objection is available at: http://bankrupt.com/misc/pamb1-17-01334-246.pdf Attorneys for McCormick 108, LLC: Michael D. Nord, Esq. (No. 52486) Shaan S. Chima, Esq. (No. 312429) GEBHARDT & SMITH LLP One South Street, Suite 2200 Baltimore, Maryland 21202 Tel: (410) 385-5109 Fax: (410) 957-4329 Email: shaan.chima@gebsmith.com About Mann Realty Associates, Inc. Headquartered in Camp Hill, Pennsylvania, Mann Realty Associates, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 17-01334) on March 31, 2017, estimating its assets at between $10 million and $50 million and its debts at between $1 million and $10 million. The petition was signed by Robert M. Mumma, II, its president. Judge Robert N. Opel II presides over the case. Craig A. Diehl, Esq., at the Law Offices of Craig A. Diehl, serves as the Debtor's bankruptcy counsel. Mann Realty previously filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-00080) on Jan. 10, 2017. The petition was a "pro se" filing, or case filed without attorney. The Debtor is an affiliate of Kimbob, Inc., which sought bankruptcy protection on March 1, 2017, Case No. 17-00836. MANUS SUDDRETH: Trustee Selling Properties of Non-Debtor Entities ----------------------------------------------------------------- Charles R. Goldstein, the Chapter 11 Trustee for Manus Edward Suddreth, asks the U.S. Bankruptcy Court for the District of Maryland to authorize him (i) to use the Debtor's ownership interests in W.P.I.P., Inc., formerly known as AV&E Industries, Inc., Patapsco Excavating/Silverlake, Inc. and Patapsco Excavating, Inc. outside the ordinary course of business; and (ii) to sell one or more parcels of real property owned by these Companies. The Debtor is the sole shareholder of each of the Companies. The Trustee conducted a search for all real property owned by the Companies in Anne Arundel, Baltimore, Dorchester, Somerset, Talbot and Worcester Counties and the City of Baltimore. As a result of this search, and based on the information available to the Trustee, he identified six properties owned by the Companies in Maryland. In addition, the Trustee obtained a title search with respect to each of the properties owned by the Companies. As a result of the title searches, and based on the information available to the Trustee, the Trustee identified numerous potential Encumbrances with respect to the various properties. Inclusion in the following lists of potential Encumbrances does not constitute an admission by the Trustee that each item is in fact a valid lien, claim, encumbrance or other interest on or against some or all of the Properties. As set forth, all Encumbrances will attach to the sale proceeds to the same extent and in the same priority as they existed prior to any sale, and the Trustee will hold the net sale proceeds pending further order of the Court. WPIP owns the following properties in Baltimore City and Baltimore County, Maryland: (i) 601 West Patapsco Avenue, 13.805 acres, TIN 25-05-7612G-001, Baltimore City; and (ii) Patapsco Avenue, Parcel 0250, 19.2567 acres, TIN 13-19-00006824, Baltimore County. Upon information and belief, these entities have Encumbrances, or have asserted Encumbrances, on the WPIP Properties: a. Secured Party: Manus Edward Suddreth Collateral: Patapsco Avenue, Parcel 0250, Baltimore County Description: Deed of Trust recorded June 4, 1998 (Book 12907, Page 289) Amount in Deed of Trust: $86,230 Status: lien not presently disputed b. Secured Party: Manus Edward Suddreth Collateral: Patapsco Avenue, Parcel 0250, Baltimore County Description: Deed of Trust recorded June 4, 1998 (Book 12907, Page 304) Amount in Deed of Trust: $115,200 Status: lien not presently disputed c. Secured Party: JACE Note, LLC, assignee of CFS-4 II, LLC, assignee of First National Bank as successor in interest to Baltimore County Savings Bank Collateral: both WPIP Properties Description: Indemnity Deed of Trust recorded July 24, 2008 (Baltimore City Book 10875, Page 636; Baltimore County Book 27200, Page 363) Amount in Deed of Trust: $1,250,000 Additional Description: Notice of Recorded Judgment entered Aug. 23, 2010 in Baltimore County (Case Number 03-C-10-010029) and Dec. 6, 2010 in Baltimore City (Case Number 24-C-10-006104) Amount of Judgment: $1,435,344 Status: lien not presently disputed but Trustee is investigating claims against JACE Note, LLC which may affect its claims, liens and entitlement to a distribution from the sale proceeds d. Secured Party: CFS-4 II, LLC, assignee of First National Bank as successor in interest to Baltimore County Savings Bank Collateral: both WPIP Properties Description: Notice of Recorded Judgment entered Sept. 7, 2010 in Baltimore County (Case Number 03-C-10-010551) and Nov. 19, 2010 in Baltimore City (Case Number 24-C-10-006207) Amount of Judgment: $1,530,671 Status: lien not presently disputed e. Secured Party: B.P.I. Patapsco, LLC Collateral: 601 West Patapsco Avenue, Baltimore City Description: Deed of Trust recorded Feb. 13, 2013 (Book 14961, Page 171) Amount in Deed of Trust: $15,000 Status: underlying debt and lien are disputed and Trustee is investigating claims against B.P.I. Patapsco, LLC which may affect its claims, liens and entitlement to a distribution from the sale proceeds f. Secured Party: Mark Einstein Collateral: 601 West Patapsco Avenue, Baltimore City Description: Deed of Trust recorded Feb. 13, 2013 (Book 14961, Page 204) Amount in Deed of Trust: $5,000 Status: underlying debt and lien are disputed and Trustee is investigating claims against Mr. Einstein which may affect his claims, liens and entitlement to a distribution from the sale proceeds g. Secured Party: United States of America Collateral: 601 West Patapsco Avenue, Baltimore City Description: Notice of Federal Tax Lien issued Sept. 29, 2015 (Case Number 24-L-15-010092) Amount in Notice: $38,031 Status: underlying debt and lien are disputed h. Interested Parties: Eduardo F. Magalhaes, Arturo Sarli and/or EFM Realty, LLC Nature of Interest: Letter of Intent to Enter Contract dated Nov. 7, 2016 Status: enforceability of letter of intent disputed i. Lessee: American Lighting Property Leased: a portion of the WPIP Properties Lease Term: lease expires January 31, 2018; renews every six months j. Lessee: APS Transport Property Leased: a portion of the WPIP Properties Lease Term: lease expires June 30, 2019 k. Lessee: B&J Trucking Property Leased: a portion of the WPIP Properties Lease Term: unknown; renews annually l. Lessee: Boxes Boxes Property Leased: a portion of the WPIP Properties Lease Term: lease expires March 31, 2018 m. Lessee: DD Tire Property Leased: a portion of the WPIP Properties Lease Term: lease expires June 30, 2018 n. Lessee: Home Brand Property Leased: a portion of the WPIP Properties Lease Term: lease expires May 31, 2018 o. Lessee: Michael Annen Property Leased: a portion of the WPIP Properties Lease Term: lease expires November 30, 2018 p. Lessee: Pascuzzi Construction Property Leased: a portion of the WPIP Properties Lease Term: lease expires May 31, 2018 q. Lessee: Road Runner Property Leased: a portion of the WPIP Properties Lease Term: lease expires June 30, 2018; renews every six months r. Lessee: Salmon Trucking Property Leased: a portion of the WPIP Properties Lease Term: lease expires May 31, 2018 s. Lessee: Saravia Trucking Property Leased: a portion of the WPIP Properties Lease Term: unknown; six-month lease t. Lessee: Silva Transport Property Leased: a portion of the WPIP Properties Lease Term: unknown; six-month lease u. Various month-to-month leases The Trustee intends to sell the WPIP Properties subject to the leases identified. Excavating owns the following properties in Baltimore City, Maryland: (i) NS W Patapsco Avenue & River, Lot 8, 3.321 acres, TIN 25-05-7612N-008; (ii) SS W Patapsco Avenue & River, Lot 4A, 0.139 acres, TIN 25-05-7612N-004A; and (iii) SS W Patapsco Avenue & River, Lot 6, 0.235 acres, TIN 25-05-7612N-006. Upon information and belief, these entities have Encumbrances, or have asserted Encumbrances, on the Excavating Properties: a. Secured Party: Canary Island Development Co., Inc. Collateral: all Excavating Properties Description: Mortgage recorded April 26, 1989 (Book 2074, Page 414) Amount in Deed of Trust: $925,000 Status: lien not presently disputed b. Secured Party: United States of America Collateral: all Excavating Properties Description: Notice of Fed. Tax Lien issued Dec. 27, 2007 (Case No. 24-L-07-008603) Amount in Notice: $1,026,440 Status: underlying debt and lien are disputed c. Secured Party: B.P.I. Patapsco, LLC Collateral: all Excavating Properties Description: Deed of Trust recorded Feb. 13, 2013 (Book 14961, Page 134) Amount in Deed of Trust: $200,000 Status: underlying debt and lien are disputed and Trustee is investigating claims against B.P.I. Patapsco, LLC which may affect its claims, liens and entitlement to a distribution from the sale proceeds Silverlake owns this property in Baltimore City, Maryland: 2911 Huron Street, 2.926 acres, TIN 25-04-7492B-026. Upon information and belief, this party has Encumbrances, or has asserted Encumbrances, on the Silverlake Property: Secured Party: C&G Properties, LLC Collateral: 2911 Huron Street Description: Money Loaned Mortgage recorded May 5, 2010 (Book 12604, Page 341) Amount in Deed of Trust: $40,000.00 Status: lien not presently disputed The Trustee, in consultation with A&G Realty Partners, LLC, its real estate consultant and advisor, has concluded that selling the Properties will generate the highest and best value with respect to such assets and thus be in the best interest of the Debtor's creditors and estate. In his business judgment, the optimal approach to maximizing the value of the Debtor's estate is to use the Debtor's ownership interest in the Companies to market and sell each of the Properties. He submits that a sale process, with competitive bidding, affords the best opportunity to maximize value and is in the best interest of the Debtor's estate, creditors and other interested parties. The Trustee will sell the Properties on an "as is and where is" basis and without warranties or representations of any kind by the Trustee or his agents concerning the condition of the Properties. All of the Companies' right, title and interest in, under and to the Properties will be sold free and clear of all Encumbrances, if any, with all such Encumbrances attaching to the net proceeds of the sales received by the Trustee, subject to the Carve-Out, and any rights and defenses of the Companies, the Debtor and/or the Trustee thereto and subject to further order(s) of the Court. The Trustee reserves the right to sell each Property individually or in conjunction with one or more other Properties. Contemporaneously with the Motion, the Trustee is filing a motion requesting approval of certain bidding procedures. The hearing to consider the relief requested through the Motion will be conducted after the consummation of the Bidding Procedures including, if more than one "Qualified Bid" is received, an auction to determine the highest and best bidder. The Trustee will submit, prior to the Sale Hearing, a revised form of proposed order which identifies the High Bidder and any High Back-Up Bidder(s) on each Property as well as the proposed purchase price. Pursuant to Local Bankruptcy Rule 6004-1(b), the Trustee highlights these provisions and material terms related to the proposed sale: a. Sale to Insider: The Trustee proposes to sell the Properties to the High Bidder and High Back-Up Bidder(s) for each Property as determined in a competitive bidding and sale process. He's unable to state at this time whether the any proposed purchaser of the Properties may be an insider. b. Private Sale/No Competitive Bidding: The proposed sale contemplates an open, competitive bidding process and contemplates an auction if the Trustee receives more than one Qualified Bid. He has not entered into any agreements not to solicit competing offers for the Properties or to otherwise limit shopping of the Properties. c. Closing and Other Deadlines: The proposed sale process includes the following deadlines: (i) Sale Objection Deadline - March 13, 2018 at 4:00 p.m. (ET); (ii) Bid Deadline - March 20, 2018 at 2:00 p.m (ET); (iii) Deadline to provide Deposit to Trustee - March 20, 2018 at 2:00 p.m. (ET); (iv) Deadline to complete due diligence - March 20, 2018 at 2:00 p.m. (ET); (v) Auction - March 23, 2018 at 10:00 a.m. (ET); (vi) Sale Hearing March 28, 2018 at 10:00 p.m. (ET); and (vii) Closing - As soon as practicable after the Sale Hearing. d. Deposit: The proposed Bidding Procedures require Qualified Bidders to provide a 10% deposit to participate in the Auction. e. Use of Proceeds: Pursuant to the order approving the Trustee's retention of A&G, from the proceeds of sales of the Properties, the Trustee will pay A&G a fixed fee equal to 3% of the gross proceeds of sale for each Property plus reasonable out-of-pocket expenses. The remaining proceeds will be subject to the Carve-Out and remain in the Debtor's estate pending further order of the Court. f. Carve-Out: As set forth in more detail in the Bidding Procedures Motion, by consent of secured parties with a lien on all or part of the Properties and/or pursuant to section 506(c) of the Bankruptcy Code, the Trustee asks that the proceeds generated from the sales of the Properties be subject to a carve-out in favor of the Debtor's estate as follows: The Carve-Out for each Property will be in the amount of the fixed fee and expenses payable to A&G pursuant to the order authorizing the Trustee to engage A&G, plus 20% of the gross sale price for the Property. However, if all of the WPIP Properties and the Excavating Properties are sold collectively to one Purchaser, then the Carve-Out with respect to those Properties only will be in the amount of the fixed fee and expenses payable to A&G pursuant to the A&G Order, plus (i) 15% of the gross sale price if the price is $2,499,999 or lower, or (ii) 20% of the gross sale price if the price is $2,500,000 or higher. g. Sale Free and Clear of Unexpired Leases: The Trustee asks to sell the Properties free and clear of all Encumbrances, including any and all possessory leasehold interests, licenses and other rights. h. Credit Bid: The Trustee does not ask to impair, restrict or limit the rights of holders of secured claims to credit bid the full amount of their respective claims. i. Relief from Bankruptcy Rule 6004(h): The Trustee asks relief from the 14-day stay imposed by Bankruptcy Rule 6004(h) and requests that the order granting this Motion be immediately enforceable. The Trustee's proposed sale of the Properties serves a sound business purpose. The sale will preserve and maximize the value of the Properties for the benefit of creditors and parties-in-interest. A sale of the Properties is the best option to maximize value and is proposed by the Trustee in good faith. The Trustee proposes the sale as the only viable approach currently available to this estate after concluding that the sale is supported by a number of sound business reasons. Accordingly, he asks the Court to approve the relief sought. About Manus Edward Suddreth Manus Edward Suddreth, the sole shareholder of W.P.I.P., Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 13-12978) on Feb. 21, 2013. On Dec. 28, 2016, the Court appointed Joseph J. Bellinger, Jr., as Chapter 11 Trustee. On July 21, 2017, the Court appointed Charles R. Goldstein as Chapter 11 Trustee. On Nov. 6, 2017, the Court entered an order authorizing the Trustee's retention of A&G Realty Partners, LLC, as real estate consultant and advisor. MAOZ 8TH AVENUE: Taps Sichenzia Ross as Legal Counsel ----------------------------------------------------- Maoz 8th Avenue LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Sichenzia Ross Ference Kesner LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in any investigation of its assets, liabilities and financial condition; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Associates $325 - $500 Partners/Counsel $500 - $650 Paralegals $150 Ralph Preite, Esq., the attorney who will be handling the case, charges an hourly fee of $575. Sichenzia Ross received $10,500, plus $1,717 for the filing fee. Of this amount, $3,500 was used to pay the firm's pre-bankruptcy services, leaving the sum of $7,000 as bankruptcy retainer. Mr. Preite 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: Ralph E. Preite, Esq. Sichenzia Ross Ference Kesner LLP 1185 Avenue of Americas, 37th Floor New York, NY 10036 Phone: (212) 930-9700 x 621 Email: rpreite@srfkllp.com About Maoz 8th Avenue Maoz 8th Avenue LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-13327) on Nov. 27, 2017. Jimmy Shabtay, general manager, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Judge Sean H. Lane presides over the case. Sichenzia Ross Ference Kesner LLP serves as counsel to the Debtor. MARINA BIOTECH: Signs Development & Licensing Deal with Autotelic ----------------------------------------------------------------- Marina Biotech, Inc., has entered into a binding agreement with Autotelic Bio Inc. ("ATB"), to enter into a license of Marina's IT-103 clinical program, for exclusive development and marketing outside of the United States and Canada. Under the agreement, Autotelic Bio, a Korean based biotechnology company, will obtain a perpetual license to have the right and responsibility to begin clinical development of IT-103 for marketing approval in South Korea and territories outside of United States and Canada. Through the agreement, Marina will be entitled to the clinical trial data and any enhancements and inventions developed by Autotelic Bio during this process, as well as royalties on sales. Under this agreement, Marina retains all rights and territories to IT-103 as non-addictive opioid replacement for extreme pain as well as treatment for familial adenomatous polyposis. "We are pleased to execute the agreement for drug development and licensing with Autotelic Bio for IT-103. This will free up internal resources at Marina while gaining access to regulatory dossier for obtaining marketing approval of IT-103 in the US and Canada," said Dr. Vuong Trieu, executive chairman of Marina. "The terms of our agreement are a non-dilutive solution for shareholders and accelerate our development timeline." The agreement provides that, following the date on which the license is granted: (A) if ATB should sub-license the Product, ATB and the Company would share all proceeds of such sub-license equally; and (B) if ATB markets the Product on its own, ATB would provide the Company with a royalty equal to a percentage of net profits in the mid-single digits. The agreement also provides that ATB will make a payment to the Company in the amount of $100,000 upon the successful completion of the Fundraising, and a payment to the Company in the amount of $300,000 following the date on which the Company has provided certain specified technology and assistance regarding the manufacturing and production of the Product. The Company will be entitled to the clinical trial data and any enhancements and inventions developed by ATB during this process. Autotelic LLC, an entity that owns approximately 22% of the issued and outstanding shares of the common stock of the Company and of which Dr. Trieu, the Company's executive chairman, serves as chief executive officer, owns approximately 19% of the issued and outstanding shares of the common stock of ATB. The IT-103 Clinical Program IT-103 is a fixed dose combination of celecoxib, a COX-2 selective nonsteroidal anti-inflammatory drug, and Olmesartan, an antihypertension drug. The Company believes that by combining a COX-2 inhibitor with an antihypertensive in a single fixed dose combination oral tablet, IT-103 will offer an improved safety profile as compared to currently available and previously marketed COX-2 inhibitors as well as address patients with arthritis who are concurrently taking antihypertension drugs. IT-103 will initially be developed for treatment of combined arthritis and hypertension followed with indication expansion to extreme pain as non-addictive opioid replacement as well as FAP. About Autotelic Bio Autotelic Bio is a privately held research and development company focusing on pharmacological synergy, Synergy Action Mechanism (SAM), to develop new drugs and improved drugs. Autotelic Bio is developing ATB-301 as immunotherapeutic drug and ATB-101 as Fixed Dose Combination for treatment of diabetic and hypertension. In particular, Autotelic Bio has recently confirmed the effectiveness of the ATB-301 immunotherapy anti-cancer drug through joint research with a pharmaceutical partner in Korea. About Marina Biotech Headquartered in Bothell, Washington, Marina Biotech, Inc. -- http://www.marinabio.com/-- is a biopharmaceutical company engaged in the discovery, acquisition, development and commercialization of proprietary drug therapeutics for addressing significant unmet medical needs in the U.S., Europe and additional international markets. The Company's primary therapeutic focus is the disease intersection of hypertension, arthritis, pain, and oncology allowing for innovative combination therapies of the plethora of already approved drugs and the proprietary novel oligotherapeutics of Marina Biotech, Inc. The Company's approach is meant to reduce the risk associated with developing a new drug de novo and also accelerate time to market by shortening the clinical development program through leveraging what is already known or can be learned in its proprietary Patient Level Database (PLD). Squar Milner LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses and negative cash flows from operations and has had recurring negative working capital. This raises substantial doubt about the Company's ability to continue as a going concern. Marina Biotech reported a net loss of $837,143 in 2016 following a net loss of $1.11 million in 2015. As of Sept. 30, 2017, Marina Biotech had $6.24 million in total assets, $4.61 million in total liabilities, all current, and $1.63 million in total stockholders' equity. MAYFIELD AGENCY: Moody's Assigns B3 CFR; Outlook Stable ------------------------------------------------------- Moody's Investors Service has assigned a B3 corporate family rating and B3-PD probability of default rating to Mayfield Agency Borrower Inc. (together with its affiliates, FeeCo). Moody's has also assigned ratings to FeeCo's senior secured credit facilities: B2 to the first-lien revolver and term loan and Caa2 to the second-lien term loan. Proceeds from the term loans, along with an equity contribution from private equity sponsor Madison Dearborn Partners, will fund the purchase of a 51% equity interest in the US fee businesses owned by AmTrust Financial Services, Inc. (AmTrust). AmTrust will retain a 49% equity interest in FeeCo. The transaction is valued at approximately $1.1 billion and is expected to close in the first quarter of 2018, subject to customary closing conditions and regulatory approvals. The rating outlook for FeeCo is stable. RATINGS RATIONALE Moody's said FeeCo's ratings reflect its growing market presence in US warranty products, particularly vehicle service contracts, which are sold through multiple distribution channels. FeeCo also owns managing general agency operations that target small businesses and distribute a wide array of property and casualty products through regional insurance agents and service providers. The company also offers third-party administrative services to self-insured nonprofit organizations and government entities. FeeCo has generated good EBITDA margins and strong cash flows historically as part of AmTrust. Although the company designs the coverage and service contracts and provides claims administration, FeeCo does not bear underwriting risk. These strengths are offset by the substantial debt burden that the newly carved out organization will assume along with the cash requirements of the reorganization plan. Other credit challenges include the company's limited size and the high concentration of its insurance placements with minority owner AmTrust. While FeeCo has a well thought-out plan to carve out the diversified fee businesses from AmTrust, the plan has inherent execution risk as the management team moves to centralize key functions of about a dozen units that have historically operated fairly autonomously. The reorganization efforts could cause disruptions in revenue growth and/or operating performance of various business units. FeeCo's pro forma debt-to-EBITDA ratio will be around 7.5x, with (EBITDA - capex) coverage of interest between 1.5x and 2x and a free-cash-flow-to-debt ratio in the low-to-mid-single digits, per Moody's estimates. These pro forma metrics include Moody's adjustments for operating leases, contingent earnout obligations, run-rate EBITDA from completed acquisitions, and certain non-recurring costs and other items. The following factors could lead to an upgrade of FeeCo's ratings: (1) pro forma debt-to-EBITDA ratio declining below 5.5x, (2) pro forma (EBITDA - capex) coverage of interest exceeding 2x, (3) free-cash-flow-to-debt ratio exceeding 5%, (4) successful reorganization with demonstrated cost savings and synergies, (5) demonstrated ability to grow revenue and expand margins, (6) ability to place business with a range of carriers and reduce reliance on AmTrust. The following factors could lead to a downgrade of FeeCo's ratings: (1) pro forma debt-to-EBITDA ratio above 7.5x, (2) pro forma (EBITDA - capex) coverage of interest below 1.2x, (3) free-cash-flow-to-debt ratio below 2%, (4) material deviation from FeeCo's reorganization and growth plan, (5) inability to place business with a range of carriers. Moody's has assigned the following ratings (and loss given default (LGD) assessments) to Mayfield Agency Borrower Inc.: Corporate family rating B3; Probability of default rating B3-PD; $110.0 million five-year first-lien revolving credit facility B2 (LGD3); $517.5 million seven-year first-lien term loan B2 (LGD3); $210.0 million eight-year second-lien term loan Caa2 (LGD5). The rating outlook for the issuer is stable. Mayfield WarrantyCo Borrower Inc. will be a co-borrower under the credit facilities. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in September 2017. Based in New York City, FeeCo is a third-party administrator and managing general agent doing business with large manufacturers and retailers, small and mid-sized companies, and non-profit and government entities throughout the US. The company generated revenue of $578 million for the first nine months of 2017. MAYFIELD HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable ------------------------------------------------------- S&P Global Rating Services said it assigned its 'B-' long-term issuer credit rating to insurance broker Mayfield Holdings LLC. (FeeCo) and its two financing subsidiaries Mayfield WarrantyCo Borrower Inc. and Mayfield Agency Borrower Inc. The outlook is stable. S&P said, "At the same time, we assigned FeeCo's proposed $627.5 million first-lien credit facility ($110 million revolver due 2023 and $517.5 million term loan due 2025) our debt rating of 'B-' with a recovery rating of '3'. We also assigned the proposed $210 million second-lien term loan due in 2026 our debt rating of 'CCC' with a recovery rating of '6'." The rating reflects FeeCo's weak business risk profile (BRP) and highly leveraged financial risk profile (FRP). FeeCo is a U.S. insurance services firm focused on auto, consumer, and commercial warranty business (58% of revenues) with managing general agent (MGA; 33% of revenues) and third-party administrator (TPA; 9% of revenue) businesses focused on casualty lines of business typically limited to the risks AmTrust was willing to retain. Under the AmTrust umbrella, FeeCo began writing business in 1979, with most of the growth occurring in the past few years through acquisitions. On November 6, 2017, Madison Dearborn Partners announced they agreed to acquire 51% of the business from AmTrust, creating an equity carve out of this business, with AmTrust retaining the remaining 49% ownership. FeeCo intends to use the proceeds from the issuance to pay a capital distribution to AmTrust, finance costs associated with the equity-carve out, related transaction costs, and cash to the balance sheet. FeeCo's weak BRP reflects its relatively limited scale, short track record as a stand-alone entity, and significant carrier concentration. These risks are partially offset by its well planned carve out strategy, diversified client and product mix, and established profile in the warranty sector including multiyear contracts with major original equipment manufacturers and technology companies such as GM, Mazda, and Microsoft. FeeCo's three diverse segments have had relatively steady historical performance despite being exposed to macro-economic conditions, specifically unemployment. On the warranty side, the client relationships tend to be sticky due to the system integration needed to ensure a seamless user interface with the warranty purchaser and the presence of multi-year product offerings. Offsetting the strength of these relationships is the fact that contracts with several of the large warranty clients have only gone through one renewal period. Additionally, margins tend to be lower given the competitive pricing needed to win these contracts. MGA performance has remained profitable for the carrier and has avoided reserve issues that plagued AmTrust Financial in 2016 & 2017. Additionally, the compensation structure for the MGA is predominately standard commission, which allows for lower volatility for the revenue of this business. The TPA business, which allows for FeeCo to provide risk service consulting to entities and captives, has provided strong margins typically in excess of 50%. The focus of this unit remains in the administrative services segment for nonprofit organizations. Typically, this segment has provided the strongest carrier diversification for FeeCo. Historically, FeeCo has experienced high expenses because of the decentralized operations under AmTrust and overlap of many of the back office operations. S&P said, "We believe FeeCo will be able to gain greater efficiency given operational initiatives, increasing prices gradually, and offering more products, boosting margins to improve over the life of the contract. We expect FeeCo to continue looking for bolt on acquisitions to boost its presence mainly in the warranty business and expand its product offerings as they look to diversify carrier concentration. We view the concentrated carrier base similar to a captive agency and we believe it limits their competitive profile, especially in times of stress for AmTrust." S&P said, "Our assessment of FeeCo's FRP is highly levered, reflecting its private-equity ownership by Madison Dearborn Partners, the significant amount of debt in its capital structure, and its limited financial flexibility. Following the debt issuance, our adjusted debt to EBITDA (including operating leases and contingent earn-outs) was about 7.3x as of the 12 months ended Sept. 30, 2017, pro forma for the new debt issuance and including annualized acquisition earnings made in the past year (plus those under letters of intent). Given FeeCo's private-equity ownership, we believe management will continue to favor using free cash flow to fund its growth via acquisitions rather than substantial deleveraging." S&P's base case assumes the following in 2017 & 2018: -- Reported revenue growth of 7-10% in 2017 and 2018, mainly through bolt-on acquisitions and low to mid-single-digit organic growth; -- Cash outflow from acquisition purchases and earn-out payments of $30-40 million; -- EBITDA to net revenue margins improving to a range of 24% - 26% for the next two years Based on these assumptions, we arrive at the following credit measures: -- Pro forma leverage in the 7.0x-7.5x range over the next two years; -- FFO to Debt (%) in the 5%-10% range EBITDA interest coverage of at least 2.0x S&P said, "The combination of a weak BRP and highly levered FRP results in a split cell of b/b-. For highly levered companies, we typically chose the split cell based cash flow/leverage ratios. Given the ratios for FeeCo, they compare favorably with peers in that space we assign the higher anchor of 'B'. But due to its significant carrier concentration relative to peers, we use a comparative rating analysis adjustment downward by one notch. At this time, we do not believe the announced acquisition to take the 57% public float of AmTrust private by Stone Point Capital and the Karfunkel/Zyskind family negatively impacts the creditworthiness of FeeCo. Additionally, we believe there will not be any changes to strategic initiatives by AmTrust, but we will look to get a better idea once the special committee reviews the deal and the transaction gets nearer to closing. "We assess FeeCo's liquidity as adequate based on our expectation that sources will exceed uses of cash by at least 1.2x over the next 12 months and for this to be sustained even with a 15% decline in EBITDA. FeeCo has a springing consolidated first-lien net leverage covenant of 35%. The company has no significant debt maturities. Also supporting our assessment is FeeCo's satisfactory standing in the credit markets, sound relationships with banks, and its likeliness to absorb a high impact low probability event with limited need for refinancing given its limiting working capital and capital expenditures needs (less than 1% of revenues annually)." Principal liquidity sources include: -- $110 million of revolver availability; and -- Funds from operations of $60 million-$70 million annually. Principal liquidity uses include: -- Required mandatory schedule amortization of debt and seller financing through excess cash flows; -- Required cash funding for contracted acquisitions and earn-out payments of $50 million-$60 million; -- Discretionary acquisition spending of $30 million-$50 million a year; and -- Capital expenditures of $2 million-$5 million annually. S&P said, "The stable outlook reflects our expectation that FeeCo has generated enough cash flow to support its acquisitive strategy and maintain pro forma EBITDA leverage near 7.5x or slightly lower at year-end 2017. We expect low- to mid-single-digit top-line organic growth and acquisitions of $30 million-$50 million per year. The outlook also reflects our expectation that FeeCo will benefit from improved operational efficiencies, successful execution of integration plans after the equity-carve out, no loss of significant accounts, and successful acquisition of operations with margins improving overall margins above 25%. "We could lower our ratings in the next 12 months if organic growth or cash flow meaningfully deteriorate, putting pressure on strategies and raising the risk of an unfavorable combination of higher-than-expected financial leverage and weaker-than-expected EBITDA coverage, with financial leverage above 8.5x, EBITDA coverage below 1.5x, and liquidity below the adequate level. Any stress on AmTrust that interferes with FeeCo's ability to win new business or retain current business could also lead us to lower the ratings. "Although unlikely in the next 12 months, we could raise the ratings if cash-flow generation were to improve financial leverage (less than 6.0x) and EBITDA coverage (4.0x-5.0x) to reflect a more-conservative level that we would expect FeeCo to sustain, or if there is a significant diversification among the carriers, specfically reducing reliance on AmTrust." MEDAPOINT INC: Marketing Process Delays Filing of Chapter 11 Plan ----------------------------------------------------------------- Medapoint, Inc., requests the U.S. Bankruptcy Court for the Western District of Texas to extend the exclusive period for filing and soliciting acceptances a plan of reorganization until March 29, 2018. Medapoint is a small business debtor and its exclusive period for filing a plan terminates on Jan. 13, 2018. There were no previous extensions of the exclusive periods has been requested. Medapoint asserts that it is in the midst of an asset sale/stock sale marketing process managed by its Court-approved investment banker Match Point Partners. Medapoint notes that at least three entities have indicated an interest in submitting offers for its assets or stock within the next 30 days. Medapoint anticipates that at least one of these offers, if accepted by Medapoint and approved by the Court, will resolve all claims against Medapoint and provide a return to equity holders. Accordingly, Medapoint needs to continue the marketing process for an additional time so that the Debtor can consummate a sale transaction with the purchaser which makes the highest and best offer to the Debtor. Medapoint asserts that allowing exclusivity to lapse exposes the estate and its creditors to the possibility that "first filed" plan will divert attention from Medapoint's goal of achieving the maximum return for creditors and equity holders. About Medapoint Inc. Founded in 2009 and based in Austin, Texas, Medapoint, Inc., provides software solutions. The applications support more than 1,500 private and municipal providers of emergency medical services (EMS) throughout the United States, including one of the nation's leading private ambulance services, which provides more than 1.5 million transports annually. Medapoint, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-10876) on July 17, 2017. Eric J. Becker, its president, CEO and director, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Tony M. Davis presides over the case. The Debtor tapped Spector & Johnson PLLC as legal counsel; K&L Gates as special counsel; and Match Point Partners LLC as investment banker. MONAKER GROUP: Delays Nov. 30 Form 10-Q --------------------------------------- Monaker Group, Inc., has filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its quarterly report on Form 10-Q for the period ended Nov. 30, 2017. The Company said it has experienced delays in completing its Quarterly Report within the prescribed time period, due to delays experienced in completing the Company's financial statements for the quarter ended Nov. 30, 2017, as a result of having to disclose certain transactions relating to its planned uplisting to the NASDAQ Capital Market (which remains subject to NASDAQ approval) and the preparation of certain pro forma financial information in connection therewith. Monaker anticipates that it will file its complete quarterly report on Form 10-Q for the quarter ended Nov. 30, 2017 on or before the fifth day following the prescribed due date. About Monaker Headquartered in Weston, Florida, Monaker Group, Inc., formerly known as Next 1 Interactive, Inc. -- http://www.monakergroup.com/ -- operates online marketplaces for the alternative lodging rental industry and facilitate access to alternative lodging rentals to other distributors. Alternative lodging rentals (ALRs) are whole unit vacation homes or timeshare resort units that are fully furnished, privately owned residential properties, including homes, condominiums, apartments, villas and cabins that property owners and managers rent to the public on a nightly, weekly or monthly basis. The Company's marketplace, NextTrip.com, unites travelers seeking ALRs online with property owners and managers of vacation rental properties located in countries around the world. As an added feature to the Company's ALR offering, the Company also provides access to airline, car rental, hotel and activities products along with concierge tours and activities, at the destinations, that are catered to the traveler through its Maupintour products. LBB & Associates Ltd. LLP, in Houston, Texas, stated in its report on the Company's consolidated financial statements for the year ended Feb. 28, 2017, that the Company's accumulated deficit and limited financial resources raise substantial doubt about the Company's ability to continue as a going concern. Monaker reported a net loss of $7.10 million for the year ended Feb. 28, 2017, compared to a net loss of $4.55 million for the year ended Feb. 29, 2016. As of Aug. 31, 2017, Monaker had $6.50 million in total assets, $4.49 million in total liabilities and $2.01 million in total stockholders' equity. MONAKER GROUP: Raises Capital for Proposed Nasdaq Uplisting ----------------------------------------------------------- Monaker Group, Inc., has taken steps to raise additional capital to meet key requirements that the Company believes will enable its common stock to qualify for uplisting onto the NASDAQ Capital Market. The capital was raised through the exercise of warrants by directors and a major shareholder. Upon completion of the uplisting, which is still in process, and still subject to NASDAQ approval and confirmation, the liquidated damage provisions of the Purchase Agreement will terminate. On Jan. 10, 2018, the Company entered into a First Amendment to Warrant with Pacific Grove Capital LP, one of the purchasers of shares and warrants pursuant to the terms of that certain Common Stock and Warrant Purchase Agreement entered into between the Company and the purchasers named therein dated July 31, 2017. Pursuant to the First Amendment to Warrant, the Company and Pacific agreed to reduce the exercise price of the warrants to purchase 875,000 shares of common stock which Pacific acquired pursuant to the Purchase Agreement, from $2.10 per share to $1.05 per share, in consideration for Pacific immediately exercising such warrants for cash. This warrant exercise, along with the other warrants exercised, provided additional funds and increased stockholders' equity required to qualify for consideration to have the Company's common stock uplisted onto the NASDAQ Capital Market. Upon uplisting to NASDAQ, the liquidated damage provisions of the Purchase Agreement, relating to the failure of the Company to uplist prior to the Required Uplisting Date will cease. Additionally, the Purchase Agreement includes certain liquidated damage provisions which require the Company to grant to the Purchasers, as partial liquidated damages for any delay in obtaining an uplisting to the NASDAQ which uplisting was required to have occurred, pursuant to the Purchase Agreement, on or before Dec. 9, 2017, additional warrants (on substantially similar terms as the warrants granted pursuant to the Purchase Agreement) equal to each Purchaser's pro rata share of 1% of the warrants sold pursuant to the Purchase Agreement, for each day that the Company fails to uplist its common stock to NASDAQ after the Required Uplisting Date. A total of up to 100% of the warrants sold pursuant to the Purchase Agreement may be issued to the Purchasers as Liquidated Damages. Consequently, Pacific was due additional warrants to purchase 271,250 shares of the Company's common stock in connection with the Liquidated Damages, as of the parties entry into the First Amendment to Warrant, which warrants Pacific also agreed to immediately exercise for cash at a reduced exercise of $1.05 per share (compared to the original exercise price of such warrants, $2.10 per share), pursuant to the First Amendment to Warrant. Total consideration received from the exercise of the warrants by Pacific pursuant to the First Amendment to Warrant was $1,203,563. As a result of the reduction in the exercise price of the Pacific warrants which was agreed to pursuant to the First Amendment to Warrant, the anti-dilution provisions of the Purchase Agreement and the Purchaser warrants was triggered. Specifically, because the Company issued shares of common stock below (a) the $2.00 price per share of the securities sold pursuant to the Purchase Agreement, the Purchasers are due an additional 36,142 shares of the Company's common stock; and (b) the $2.10 exercise price of the warrants sold pursuant to the Purchase Agreement (and the warrants granted to the placement agent), the exercise price of such warrants automatically decreased to $2.05 per share. In aggregate between the Pacific warrant exercises and the insider warrant exercises, the Company raised $1,664,013 in proceeds, which funds (less expenses and applicable fees) the Company required to meet the minimum stockholders' equity required to uplist its common stock onto the NASDAQ, which uplisting the Company hopes to accomplish, subject to approval for such uplisting by the NASDAQ, by the end of January 2018. The following Purchasers exercised the following warrants sold pursuant to the Purchase Agreement at an exercise price of $2.10 per share: the Donald P. Monaco Insurance Trust, of which Donald Monaco is the trustee and a member of the Board of Directors of the Company, exercised warrants to purchase 62,000 shares of common stock for the aggregate exercise price of $130,200 and William Kerby, the chief executive officer and chairman of the Company, exercised warrants to purchase 5,000 shares of common stock for the aggregate exercise price of $10,500. In connection with those exercises, the Company will issue an aggregate of 67,000 shares of common stock to the parties above. Also, the Monaco Investment Partners II, LP of which Donald Monaco is the managing general partner and a member of the Board of Directors of the Company, exercised warrants to purchase 47,500 shares of common stock for the aggregate exercise price of $95,000, and Charcoal Investment Ltd., which entity is owned by Simon Orange, a member of the Board of Directors of the Company, exercised warrants to purchase 100,000 shares of common stock for the aggregate exercise price of $200,000, which warrants were granted separate from the warrants granted pursuant to the Purchase Agreement. The Company plans to issue the 47,500 shares due to the trust and the 100,000 shares due to Charcoal, shortly after the date of this filing. Additionally, in connection with the Company's entry into the First Amendment to Warrant, Pacific exercised warrants to purchase an aggregate of 1,146,250 shares of the Company's common stock for aggregate consideration of $1,203,563 and was issued 1,146,250 shares of the Company's common stock. Pursuant to the Liquidated Damages provision of the Purchase Agreement, and including the warrants granted to Pacific in consideration for the Liquidated Damages, the Company, through Jan. 10, 2018, has granted warrants to purchase an additional 498,831 shares of common stock to the Purchasers and the placement agent in the offering, which also has the right to receive additional warrants as if it was a Purchaser under the Purchase Agreement. Due to the reduction in the exercise price of the Pacific warrants which was agreed to pursuant to the First Amendment to Warrant, the anti-dilution provisions of the Purchase Agreement was triggered. Specifically, because the Company issued shares of common stock below the $2.00 price per share of the securities sold pursuant to the Purchase Agreement, the Purchasers are due an additional 36,142 shares of the Company's common stock. About Monaker Headquartered in Weston, Florida, Monaker Group, Inc., formerly known as Next 1 Interactive, Inc. -- http://www.monakergroup.com/ -- operates online marketplaces for the alternative lodging rental industry and facilitate access to alternative lodging rentals to other distributors. Alternative lodging rentals (ALRs) are whole unit vacation homes or timeshare resort units that are fully furnished, privately owned residential properties, including homes, condominiums, apartments, villas and cabins that property owners and managers rent to the public on a nightly, weekly or monthly basis. The Company's marketplace, NextTrip.com, unites travelers seeking ALRs online with property owners and managers of vacation rental properties located in countries around the world. As an added feature to the Company's ALR offering, the Company also provides access to airline, car rental, hotel and activities products along with concierge tours and activities, at the destinations, that are catered to the traveler through its Maupintour products. LBB & Associates Ltd. LLP, in Houston, Texas, stated in its report on the Company's consolidated financial statements for the year ended Feb. 28, 2017, that the Company's accumulated deficit and limited financial resources raise substantial doubt about the Company's ability to continue as a going concern. Monaker reported a net loss of $7.10 million for the year ended Feb. 28, 2017, compared to a net loss of $4.55 million for the year ended Feb. 29, 2016. As of Aug. 31, 2017, Monaker had $6.50 million in total assets, $4.49 million in total liabilities and $2.01 million in total stockholders' equity. MOORINGS REGENCY: Wells Fargo Plan Outline Conditionally OK'd ------------------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida issued an order conditionally approving the disclosure statement filed by Wells Fargo Bank, N.A., as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass−Through Certificates, Series 2006−IQ12, for Moorings Regency, LLC and NJO Regency, LLC. Any written objections to the Disclosure Statement must be filed with the Court and served no later than seven days prior to the date of the hearing on confirmation. The Court will conduct a hearing on confirmation of the Plan on Feb. 15, 2018 at 1:30 p.m. in Tampa, FL - Courtroom 8B, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Parties in interest must submit their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. Objections to confirmation must be filed with the Court and served no later than seven days before the date of the Confirmation Hearing. About Moorings Regency Moorings Regency, LLC, Griffin Regency, LLC, and NJO Regency, LLC, are single asset real estate debtors that continue to operate as debtors-in-possession. The Debtors filed Chapter 11 petitions (Bankr. M.D. Fla. Case Nos. 17-04920, 17-04921 and 17-04922, respectively) on June 6, 2017. Barry Spencer, managing member of Moorings Regency, signed the petitions. The cases are jointly administered. At the time of the filing, both Moorings Regency and Griffin Regency estimated their assets and liabilities at $10 million to $50 million. Johnson, Pope, Bokor, Ruppel & Burns, LLP, is the Debtors' legal counsel. NET ELEMENT: Amends Prospectus on 1.1 Million Stock Resale ---------------------------------------------------------- Net Element, Inc., filed with the Securities and Exchange Commission an amended Form S-3 registration statement relating to the sale of up to 1,079,136 shares of common stock of the Company by Esousa Holdings LLC, a New York limited liability company. Those shares include (i) 350,553 shares of common stock of the Company issued on Dec. 29, 2017, (ii) 404,676 shares of common stock of the Company issuable upon the valid exercise of five-year warrants at an exercise price of $11.12 per share, and (iii) 323,907 shares of common stock of the Company issuable on the valid exercise of five-year pre-paid warrants at an exercise price of $0.01 per share. The Company will not receive proceeds from the sale of the Shares by the selling stockholder. However, the Company may receive proceeds from the exercise of the five-year warrants at an exercise price of $11.12 per share and the five-year pre-paid warrants at an exercise price of $0.01 per share held by the selling stockholder when exercised, which, if exercised in cash at the current applicable exercise price with respect to all of the Warrants, would result in gross proceeds to the Company of $4,503,236. The Company will pay the expenses of registering the Shares, but all selling and other expenses incurred by the selling stockholder will be paid by the selling stockholder. Net Element's common stock is listed on the Nasdaq Capital Market under the ticker symbol "NETE." On Jan. 12, 2018, the last reported sale price per share of the Company's common stock was $11.39 per share. A full-text copy of the amended prospectus is available at: https://is.gd/WMA6fy About Net Element North Miami, Florida-based Net Element, Inc. (NASDAQ:NETE) -- http://www.netelement.com/-- operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise in the US and selected emerging markets. In the U.S. it aims to grow transactional revenue by innovating SME productivity services such as its cloud based, restaurant and retail point-of-sale solution Aptito. Internationally, Net Element's strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions such as UAE, Kazakhstan, Kyrgyzstan and Azerbaijan where initiatives have been recently launched. Net Element was named in 2016 by South Florida Business Journal as one of the fastest growing technology companies. Net Element reported a net loss of $13.61 million on $54.28 million of total revenues for the 12 months ended Dec. 31, 2016, compared to a net loss of $13.32 million on $40.23 million of total revenues for the 12 months ended Dec. 31, 2015. As of Sept. 30, 2017, Net Element had $20.43 million in total assets, $18.45 million in total liabilities and $1.98 million in total stockholders' equity. Daszkal Bolton LLP's report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, contains an explanatory paragraph expressing substantial doubt as to the Company's ability to continue as a going concern. The independent auditors stated that the Company's recurring losses from operations and working capital and accumulated deficits raise substantial doubt about its ability to continue as a going concern. NET ELEMENT: Rakishev Hikes Stake to 7.9% as of Jan. 16 ------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Kenges Rakishev disclosed that as of Jan. 16, 2018, he beneficially owns 314,957 shares of common stock of Net Element, Inc., constituting 7.9 percent of the shares outstanding. On Dec. 31, 2017, 688 shares of Common Stock were awarded to Mr. Rakishev by the Issuer for service as an outside member of the Board of Directors of the Issuer. No consideration was paid by Mr. Rakishev for the 688 shares of Common Stock acquired by Mr. Rakishev. "Mr. Rakishev expects to evaluate on an ongoing basis the Issuer's financial condition and prospects and his interest in, and intentions with respect to, the Issuer and his investment in the securities of the Issuer, which review may be based on various factors, including, without limitation, the Issuer's business and financial condition, results of operations and prospects, general economic and industry conditions, the price and availability of shares of the Issuer's capital stock, the conditions of the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Accordingly, Mr. Rakishev reserves the right to change his intentions, as he deems appropriate. In particular, Mr. Rakishev may at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, increase his investment in securities of the Issuer or dispose of all or a portion of the securities of the Issuer that Mr. Rakishev now owns or may hereafter acquire. In addition, Mr. Rakishev may engage in discussions with management and members of the Board of Directors of the Issuer regarding the Issuer, including, but not limited to, the Issuer's business and financial condition, results of operations and prospects. Mr. Rakishev may take positions with respect to and seek to influence the Issuer regarding the matters discussed above. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein. Mr. Rakishev also reserves the right, in each case subject to applicable law, to (i) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of his positions in the shares of Common Stock or other securities and (ii) consider participating in a business combination transaction that would result in an acquisition of all of the Issuer's outstanding shares of Common Stock." A full-text copy of the regulatory filing is available at: https://is.gd/oxivpQ About Net Element North Miami, Florida-based Net Element, Inc. (NASDAQ:NETE) -- http://www.netelement.com/-- operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise in the US and selected emerging markets. In the U.S. it aims to grow transactional revenue by innovating SME productivity services such as its cloud based, restaurant and retail point-of-sale solution Aptito. Internationally, Net Element's strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions such as UAE, Kazakhstan, Kyrgyzstan and Azerbaijan where initiatives have been recently launched. Net Element was named in 2016 by South Florida Business Journal as one of the fastest growing technology companies. Net Element reported a net loss of $13.61 million on $54.28 million of total revenues for the 12 months ended Dec. 31, 2016, compared to a net loss of $13.32 million on $40.23 million of total revenues for the 12 months ended Dec. 31, 2015. As of Sept. 30, 2017, Net Element had $20.43 million in total assets, $18.45 million in total liabilities and $1.98 million in total stockholders' equity. Daszkal Bolton LLP's report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, contains an explanatory paragraph expressing substantial doubt as to the Company's ability to continue as a going concern. The independent auditors stated that the Company's recurring losses from operations and working capital and accumulated deficits raise substantial doubt about its ability to continue as a going concern. OLYMPIA OFFICE: Taps Williams Kastner as Legal Counsel ------------------------------------------------------ Olympia Office LLC and its affiliates filed applications seeking approval from the U.S. Bankruptcy Court for the Western District of Washington to hire legal counsel in connection with their Chapter 11 cases. Olympia Office, WA Portfolio LLC, Mariners Portfolio LLC and Seahawk Portfolio LLC each filed an application seeking approval to employ Williams Kastner & Gibbs, PLLC to assist in the preparation of a bankruptcy plan, negotiate with their creditors, and provide other legal services related to their bankruptcy cases. At the time the cases were filed, Williams Kastner held a security retainer in the sum of $27,756 paid by Olympia Office. All partners at Williams Kastner do not have any connection with the Debtors or their creditors, according to court filings. The firm can be reached through: Shawn B. Rediger, Esq. Daniel A. Brown, Esq. Williams Kastner & Gibbs, PLLC 601 Union Street, Suite 4100 Seattle, WA 98101-2380 Tel: (206) 628-6600 Fax: (206) 628-6611 E-mail: srediger@williamskastner.com dbrown@williamskastner.com About Olympia Office Based in Cedarhurst, New York, Olympia Office LLC and its affiliates WA Portfolio LLC, Mariners Portfolio LLC and Seahawk Portfolio LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case Nos. 17-44721 to 17-44724) on Dec. 26, 2017. Scott G. Switzer, chief operating officer, signed the petitions. At the time of the filing, Olympia Office estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. Judge Mary Jo Heston presides over the cases. Williams Kastner & Gibbs, PLLC, serves as counsel to the Debtors. OUTBACK DEVELOPMENT: Bob Robertson Buying Taney Property for $5M ---------------------------------------------------------------- Outback Development, LLC, asks the U.S. Bankruptcy Court for the Western District of Missouri to authorize the sale of (a) three separate tracts of real property located in Taney County, Missouri generally described as: (i) approximately 7.64 acres with improvements consisting of a restaurant and pub utilized by Outback Steak & Oyster Bar, Inc.; (ii) approximately 4.94 acres with improvements of a motel utilized by Outback Roadhouse Motel & Suites LLC; and (iii) approximately 1.96 acres unimproved; (b) Steak & Oyster Bar business and personal property; and (iii) Roadhouse Motel business and personal property, to Bob Robertson Family FLP and/or assigns for $5 million. As of the Petition Date, the Debtor owned the Real Property. Upon information and belief, the Real Property was subject to the following liens or encumbrances: (i) a first mortgage lien in favor of Peoples Community Bank securing the Debtor's loan obligations of approximately $2,607,043; and (ii) a secondary mortgage lien in favor of Husch Blackwell, LLP securing an indebtedness of $150,000. Subsequent to the Petition Date, the Debtor filed an Application for Approval of a Listing Agreement with Realtor Booker Cox, III and Broker Foggy River Realty, LLC and at present the Application is pending approval by the Court. The listing price in the listing agreement was $8.9 million, however the valuation included the furniture, fixtures, equipment, and goodwill of Steak & Oyster and Roadhouse Motel. Steak & Oyster operates from two separate building improvements located on the property. One building improvement is utilized by it as a restaurant and the other building is utilized as a Pub. In addition, Steak & Oyster subleases another building improvement known as the Bungee building to a timeshare promotional company. In exchange for utilizing the building improvements and the sublease, Steak & Oyster pays the Debtor a combination of rent and also on occasion has loaned the Debtor monies necessary for the Debtor to service its monthly mortgage payments to Peoples Community Bank. Steak & Oyster is a Missouri corporation whose sole shareholder is Steven R. Wood who is also the sole member of the Debtor. Roadhouse Motel operates a motel office building and a 53-room roadhouse motel building. Roadhouse Motel is a limited liability company whose sole shareholder is Mr. Wood who is also the sole member of the Debtor. Subsequent to the Petition Date, the Debtor received a written offer from the Buyer to purchase the Real Property, Steak & Oyster Bar business and personal property, and Roadhouse Motel business and personal property from all owners pursuant to a Real Estate Contract dated Dec. 28, 2017, by which Robertson proposes to purchase the Real Property and businesses from the Debtor, Steak & Oyster, and Roadhouse Motel for a purchase price of $5,000,000, with $10,000 earnest money. The Agreement has special terms summarized as: a. The purchase price of $5,000,000 to be allocated as follows: Unit Price ---- ----- Land – 14.53 acres $1,200,000 Outback Steak & Oyster bar business $750,000 Outback Roadhouse Motel business $450,000 Outback Restaurant building $1,200,000 Outback Pub building $500,000 Bungee building $250,000 Motel Office building $150,000 53 room Roadhouse Motel building $500,000 b. The Closing is contingent upon Sellers securing the consent of any holder of an existing lien or mortgage for the release of any existing lien or mortgage at closing or alternatively securing a Court Order approving the sale will and clear of liens and encumbrances; c. A closing date is March 14, 2018. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Outback_Development_22_Sales.pdf The Debtor proposes that the Court enters an Order authorizing and directing it to sell the real and personal property to the Buyer at the allocated prices, free and clear of all liens, claims and encumbrances, other than the standard exceptions listed in the Title Commitment to be delivered at closing by Great American Title pursuant to paragraph 6 of the Real Estate Contract, for these reasons, among others: a. The proposed purchase price of $5,000,000 for the real property, businesses, and personal property approximates their fair market value; b. Consummation of the sale would confer a great benefit upon the Debtor's estate as upon sale to Bob Robertson Family FLP the claims of Peoples Community Bank ($2,607,043) and Husch Blackwell, LLP ($150,000) will be paid in full; and c. Other net sale proceeds would be available to the bankruptcy estate. The Debtor asks the Court to authorize it to pay (i) reasonable costs necessary to consummate the sale of the real property, including without limitation, title insurance, real estate sales commissions, real estate tax prorations, recording fees, transfer taxes, and attorneys fees for work on the closing; (ii) sale proceeds to Peoples Community Bank and Husch Blackwell LLP in satisfaction of its liens; and (iii) the balance of net proceeds to the Debtor for further administration of the bankruptcy estate. About Outback Development Based in Branson, Missouri, Outback Development, LLC, is a privately held company engaged in real estate development and management. Outback Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-61215) on Nov. 9, 2017. Steve R. Wood, its managing member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Cynthia A. Norton presides over the case. David Schroeder Law Office, P.C. is the Debtor's legal counsel. P3 FOODS: Plan Filing Deadline Moved to April 6 ----------------------------------------------- Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois, upon the motion of P3 Foods, LLC for an extension of time to file its Plan and Disclosure Statement, has continued the deadline for filing of the Plan and Disclosure Statement to April 16, 2018. About P3 Foods, LLC P3 Foods, LLC, which operates nine Burger King franchises in Minneapolis, Minnesota, filed a chapter 11 petition (Bankr. N.D. Ill. Case No. 16-32021) on Oct. 6, 2016. The case is assigned to Judge Donald Cassling. The Debtor tapped Richard L. Hirsh, Esq., at Richard L. Hirsh, P.C., as counsel. The Debtor also engaged Aldridge Chasewater LLC as accountant. An official committee of unsecured creditors has not been appointed in the case. PARETEUM CORP: Empery Lowers Equity Stake to 1.1% as of Dec. 31 --------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, Empery Asset Management, LP, Ryan M. Lane, and Martin D. Hoe disclosed that as of Dec. 31, 2017, they beneficially own 500,000 shares of common stock issuable upon exercise of warrants of Pareteum Corporation, constituting 1.15 percent of the shares outstanding. The percentage is based on 42,924,766 shares of Common Stock issued and outstanding as of Dec. 1, 2017, as represented in the Company's Prospectus Supplement filed with the SEC on Dec. 1, 2017 pursuant to Rule 424(b)(5) and assumes the exercise of the Company's reported warrants. A full-text copy of the regulatory filing is available at https://is.gd/i8aczv About Pareteum Corporation New York-based Pareteum Corporation -- http://www.pareteum.com/-- provides a complete mobility cloud platform, utilizing messaging and security capabilities for the global Mobile, MVNO, Enterprise, Software-as-a-Service and IoT markets. The Company's software solutions allow any organization to harness the power of a wirelessly connected world by delivering seamless connectivity and subscriber management capabilities that provides end-to-end control of millions of connected devices. Mobile Network Operator (MNO) customers include Vodafone, the world's second largest mobile operator by customer count, Zain, one of the largest mobile operators in the Middle East, as well as MVNO customers such as Lebara and Lowi. Squar Milner, LLP, in Los Angeles, California, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, has an accumulated deficit of $287,080,234 and has negative working capital. This, according to the auditors, raises substantial doubt about the Company's ability to continue as a going concern. Pareteum incurred a net loss of $31.44 million for the year ended Dec. 31, 2016, following a net loss of $5 million for the year ended Dec. 31, 2015. The Company's balance sheet as of Sept. 30, 2017, showed $10.28 million in total assets, $15.16 million in total liabilities and a total stockholders' deficit of $4.87 million. PARKER DRILLING: Moody's Lowers CFR to Caa1 on High Debt Levels --------------------------------------------------------------- Moody's Investors Service downgraded Parker Drilling Company's Corporate Family Rating (CFR) to Caa1 from B3, Probability of Default Rating (PDR) to Caa1-PD from B3-PD, and senior unsecured rating to Caa2 from Caa1. Moody's also lowered Parker's Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The rating outlook remains negative. "The downgrade to Caa1 reflects Parker's high debt levels relative to its expected cash flow," said Amol Joshi, Moody's Vice President. "While Parker's cash flow will likely gradually improve, leverage metrics are unlikely to improve sufficiently in the next 12-18 months as liquidity deteriorates, resulting in the downgrade and continued negative outlook." Issuer: Parker Drilling Company Downgrades: -- Corporate Family Rating, Downgraded to Caa1 from B3 -- Probability of Default Rating, Downgraded to Caa1-PD from B3- PD -- Senior Unsecured Regular Bond/Debentures, Downgraded to Caa2 (LGD 4) from Caa1 (LGD 4) -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 Outlook Action: -- Outlook, Remains Negative RATINGS RATIONALE Parker's Caa1 CFR reflects its high financial leverage, exposure to the volatile contract drilling industry which is bottoming in international onshore markets after a severe downturn, modest scale, capital intensity, and inherent business and political risks involving international operations. Moody's expects range-bound oil and natural gas prices to subdue drilling activities worldwide, while gradually improving from low levels. Parker's leverage is high relative to cash flow, and the company will have to continue contending with few contract and revenue opportunities in some of its niche markets, low margins and utilization rates through 2018. The Caa1 rating is supported by Parker's globally diversified geographic footprint that could allow it to participate in markets where activity is improving, its niche position as a provider of specialized drilling rigs and ability to work on complex wells or in remote and harsh locations, and the scalability of its rental tools business both in US and in international markets. Parker's SGL-4 rating reflects the company's weak liquidity through mid-2019. At September 30, 2017, the company had $121 million of cash that should be sufficient to fund negative cash flow. However, Moody's expects Parker's cash balances to fall below $100 million in 2018. The company has an undrawn $100 million revolving credit facility (~$94.7 million available at September 30, 2017 after accounting for letters of credit), which matures in January 2020. Although the company has received covenant relief through amending its revolver agreement, Parker could breach its interest coverage covenant later in 2018 if business conditions remain soft. The current revolver financial covenants include a maximum debt/EBITDA ratio of 4.25x beginning in the fourth quarter of 2018, a maximum secured debt/EBITDA ratio of 1.5x, a minimum EBITDA/interest expense ratio of 1x beginning in the fourth quarter of 2017 and ramping up to 2x by the fourth quarter of 2018 and a minimum asset coverage ratio of 1.25x. These covenants will likely restrict any availability under the revolver sometime in the second half of 2018. Parker also has some refinancing risks given its 7.5% and 6.75% senior notes mature in 2020 and 2022, respectively. Parker's senior notes are rated Caa2, one notch below the Caa1 CFR under Moody's Loss Given Default Methodology. The notching reflects the $100 million secured revolver in the capital structure that has a first-priority claim to Parker's assets. The outlook is negative, reflecting Parker's deteriorating liquidity amid challenging industry conditions and Moody's view that Parker's leverage is likely to remain high into 2019. The outlook could be changed to stable if liquidity improves. The ratings could be downgraded if interest coverage (EBITDA/Interest) approaches 1x, the company generates significant negative free cash flow or its liquidity weakens considerably. In order to consider a ratings upgrade, Parker will have to achieve adequate liquidity and interest coverage (EBITDA/Interest) exceeding 2x, while generating meaningful free cash flow in improving market conditions. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. Parker Drilling Company, headquartered in Houston, Texas, provides rental tools and contract drilling services to the oil & gas industry globally. PARKWAY RADIOLOGY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Parkway Radiology LLC 13 Western Maryland Parkway Suite 105 Hagerstown, MD 21740 Type of Business: Parkway Radiology LLC is a privately owned radiology center in Washington County, Maryland. Parkway Radiology offers both the Fonar Upright Multi-Position MRI and the 3.0 Tesla. Chapter 11 Petition Date: January 18, 2018 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Case No.: 18-10737 Judge: Hon. Lori S. Simpson Debtor's Counsel: Robert L. Kline, III, Esq. KLINE LAW GROUP LLC 93 N Main Street Port Deposit, MD 21904 Tel: (410) 790-2654 Fax: (410) 323-3344 E-mail: klinelawgroupllc@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dr. Ajay K. Goyal, managing member. A full-text copy of the petition, containing a list of the Debtor's 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mdb18-10737.pdf PEOPLE'S COMMUNITY: Trustee's Sale of MCHS/MCHS-GP Interests Okayed ------------------------------------------------------------------- Judge Robert A. Gordon of the U.S. Bankruptcy Court for the District of Maryland authorized Charles R. Goldstein, the Liquidating Trustee of the estate of The People's Community Health Centers, Inc., to sell the Debtor's equity interests in Maryland Community Health System, LLLP ("MCHS") and MCHS, Inc.("MCHS-GP") to MCHS and MCHS-GP for $4.2 million. The sale is free and clear of all Interests including, but not limited to, any or all liens, claims and encumbrances with such Interests to attach to the consideration to be received by the Trustee in the same priority, to the same extent and subject to the same defenses, if any, as before the closing of the sale. The Trustee is authorized to disburse from the proceeds of sale at or after closing, the principal, interest and other allowable charges and amounts due to any person to the extent the Trustee concludes that such person holds an Interest or claim secured by a non-avoidable valid and perfected lien or other Interest in the Property. All proceeds of sale not disbursed at the direction of the Trustee as authorized in the Order will be retained by the Trustee, in escrow, for disbursement in accordance with the Plan and/or further Order of the Court. Notwithstanding Bankruptcy Rule 6004, the Sale Order will be effective and enforceable immediately upon its entry and its provisions will be self-executing. In the absence of any person or entity obtaining a stay pending appeal, the Trustee and the Buyer are free to close under the Agreement at any time, subject to the terms of the Agreement. About the Debtor The People's Community Health Centers, Inc., formerly known as Medhealth of Maryland, Inc., is a health care business based at 1734 Maryland Avenue, Baltimore, Maryland. People's Community Health Centers sought Chapter 11 protection (Bankr. D. Md. Case No. 15-10228) on Jan. 7, 2015, disclosing assets at $3.04 million and liabilities at $6.73 million. William A. Green, managing agent, signed the petition. The Debtor tapped Michael Stephen Myers, Esq., at Scarlett, Croll & Myers, P.A., as counsel. * * * On Nov. 13, 2015, the Court approved the Plan of Liquidation proposed by the Official Committee of Unsecured Creditors. Pursuant to the Plan, Charles R. Goldstein was appointed as liquidating trustee to liquidate the assets of the Debtor and to pay the proceeds of the assets in accordance with the Plan and applicable priorities. PIONEER NURSERY: Proposes a Sale of Personal Property ----------------------------------------------------- Pioneer Nursery, LLC, asks the U.S. Bankruptcy Court for the Eastern District of California to authorize the bidding procedures in connection with the sale of personal property to Pioneer Nursery, Inc., subject to overbid. A hearing on the Motion is set for Jan. 31, 2018 at 1:30 p.m. The members of the Debtor and their respective interests are as follows: (i) 35% interest is held by Kenneth Puryear, Trustee of the Kenneth L. Puryear 2008 Revocable Trust dated Jan. 24, 2008; (ii) 35% interest is held by Henry P. Anderson, III, Trustee of the Henry P. Anderson, III 2009 Revocable Trust dated Sept. 9, 2009; and (iii) 30% interest is held by Brian Blackwell. The Buyer ("Corporation") is owned 100% by Puryear and Anderson. Puryear and Anderson are insiders of the Debtor since they each owned 35% of the Debtor when it filed for bankruptcy. In the interests of full disclosure, the Debtor would note that Corporation is an insider of the Debtor since Corporation is owned entirely by Puryear and Anderson. The Debtor will be ceasing operations and will no longer need its equipment after Feb. 28, 2018. Among its assets are the following: Property Description Value -------------------- ----- 10 x 12 Carriage Shed $1,500 10 x 12 Building $1,000 8 x 20 C Train $1,500 8 x 12 Shed $1,250 9 x 14 Shed $1,000 Big Ball L. P. Fuel Tank $2,000 33 x 12 Building $3,000 8 x 27 C Trains $2,800 Wurdinger Tray Filler $10,000 2006 Ford Van $2,750 (4) 8 x 20 Field Trailers $4,000 John Deere 544H Loader W/Cab, $37,500 S/N 585158, 6400 Hours 4900 DT466E 1999 Dump Truck $3,500 Harlo Forklift, 4 x 4, Rops, S/N 91138 $12,500 Harlo Forklift, 4 x 4, Rops, S/N 91805 $12,500 John Deere 6420L 4 Wheel Drive Tractor $3,500 W/2 Post, S/N 3062, No Run Potato Peeler $50 Kabota M7030N 2 Wheel Drive Tractor, S/N 21022, 4000 Hours $3,000 2015 Honda Pioneer 700 Vin # 100171 $4,500 1326 Hours 2016 Honda 1000 W/200 Hours Vin 4000108, Over Heats $6,500 John Deere 825 I Gator $4,500 943 Hours, Vin 014811 2006 Gator TS 4x4 1334 Hours $3,000 Vin 013376 John Deere LA150 2007 Mower $250 Vin 016367 2006 E350 Passenger Van $2,500 Vin 37935 ----- Total Value $124,600 The Debtor asked that Auctioneer Jerry Gould provide an estimated auction value for the above assets, and the prices listed are the values that Mr. Gould provided to the Debtor. The Corporation has offered to purchase the Property for the prices set forth, subject to higher and better bid. There are no liens on the Property. The sale of Property sought is subject to higher and better bid at the time of the hearing of the Motion. It has notified the Corporation the proposed sale of the Property is subject to competitive bidding and higher and better bids at the time of the hearing. Any party wishing to overbid for the Property must perform and/or provide as follows: a. At the time of the sale motion hearing, deposit certified funds in the amount of the individual piece of property set forth hereinabove, plus: (i) If the over bidder seeks any specific item of Property, $100 representing the first over bid for the specified item; or (ii) If the over bidder seeks to purchase all of the Property, $1,000 representing the first over bid for the entire lot of Property. Any unsuccessful bidder's deposit will be returned at the conclusion of the sale motion hearing. b. Proof that any successful over bidder can and will close the sale with sufficient and good funds within 10 days of the entry of the Court's order approving the sale of the Property; c. Any successful over bidder will have the Deposit applied to its successful overbid price; d. In the event a successful over bidder fails to close the sale as provided, the Deposit will become non-refundable; e. Any over bidding party may do so only by meeting the above requirements and being present at the sale hearing (or, in their absence, having present at the hearing an authorized representation with proof of authority to bid on behalf of the prospective over bidder). f. All overbids will: (i) In the event the overbid is placed on a specific item of the Property be in the minimum amount of $100; (ii) In the event the overbid is placed on the entire lot of Property be in the minimum amount of $1,000. g. Any unsuccessful bidder's Deposit will be returned at the conclusion of the sale motion; and h. The sale of the Property is in "as-is" condition with no warranties or representations, express, implied or otherwise by the Debtor, the estate, or the Debtor's representations. No commissions are to be paid in conjunction with the sale of the Property. The Debtor believes that the proposed sale of the Property to Corporation with overbid provisions as set forth should be authorized by the Court as being in the best interests of the estate, and that that it will ensure the best and highest offer that can be obtained is obtained for the Property. The Debtor asks the Court to waive the 14-day stay of Fed. R. Bankr. P. 6004(h). About Pioneer Nursery Founded in 1968, Pioneer Nursery Inc. is in the retail nurseries and garden stores industry. It owns crops -- either planted or harvested -- of approximately 440,000 pistacio trees worth $7 per tree having a total retail value of $3.08 million. It posted gross revenue of $4.55 million in 2016 and gross revenue of $7.78 million in 2015. Pioneer Nursery sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 17-13112) on Aug. 11, 2017. Brian Blackwell, member, signed the petition. At the time of the filing, the Debtor disclosed $5.42 million in assets and $245,701 in liabilities. Judge Fredrick E. Clement presides over the case. Fear Waddell, P.C., is the Debtor's bankruptcy counsel. Lewis Brisbois is the Debtor's insurance defense counsel. POSTO 9 LAKELAND: Exclusive Plan Filing Deadline Moved to Feb. 21 ----------------------------------------------------------------- The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida, at the behest of Posto 9 Lakeland, LLC and Posto 9 Properties, LLC, has extended the exclusive plan filing deadline through and including Feb. 21, 2018, and, if the the Debtors timely file their chapter 11 plan, the exclusive solicitation period will be extended through and including the conclusion of the confirmation hearing to be scheduled by the Court. The Troubled Company Reporter has previously reported that the Debtors asked the Court for an extension of time for which the Debtors have the exclusive right to file a plan, through Jan. 10, 2018. On Dec. 29, 2017, the Debtors filed their Extension Motion requesting that, inter alia, the Court extend the Exclusive Plan Filing Deadline through and including Feb. 4, 2018. However, on Dec. 30, CenterState Bank of Florida, N.A., filed its Limited Objection to Debtors' Extension Motion. The Court has scheduled the Exclusivity Motion and the Exclusivity Objection for hearing on January 10 -- that would be after the Plan Exclusivity Period expires. While the Court can retroactively extend the Plan Exclusivity Period, as long as the request is made prior to its expiration (which occurred here), there is the potential for a "gap period" for a creditor to file a plan between Jan. 4, 2018 and Jan. 10, 2018 when the Exclusivity Motion is heard. Accordingly, the Debtors said that it is in the best interests of the Debtors and the estate to provide for a limited extension of the Plan Exclusivity Deadline through and including Jan. 10 so that the Court can hear the merits of the Exclusivity Motion and the Exclusivity Objection, without the potential for a creditor plan being filed prior to the hearing. About Posto 9 Lakeland Posto 9 Lakeland, LLC, is a privately held company that operates a Brazilian restaurant at 215 East Main Street Lakeland, Florida 33801, Polk County. Posto 9 Properties listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee simple interest a real property located at 215 East Main Street, Lakeland, Florida 33801 valued at $2.39 million. Posto 9 Lakeland, LLC (Bankr. M.D. Fla. Case No. 17-07887) and affiliate Posto 9 Properties, LLC (Bankr. M.D. Fla. Case No. 17-07890) filed Chapter 11 bankruptcy petitions on Sept. 6, 2017. Marco Franca, its manager, signed the petitions. Judge Michael G. Williamson presides over the case. Eric D Jacobs, Esq., and David S. Jennis, Esq., at Jennis Law Firm serve as the Debtor's bankruptcy counsel. Posto 9 Lakeland listed $1,210,000 in total assets and $4,850,000 in total liabilities. Posto 9 Properties listed $2,410,000 in total assets and $3,800,000 in total liabilities. PRECISION CASTING: Unsecureds to Get 32% in 6 Years Under New Plan ------------------------------------------------------------------ Precision Casting Prototypes and Engineering, filed with the U.S. Bankruptcy Court for the District of Colorado a second amended plan of reorganization dated Jan. 9, 2018. Under the latest plan, Class 12 general unsecured creditors holding allowed claims will receive distributions at approximately thirty-two cents on the dollar (32%) over a period of six years. Class 12 is impaired under the plan. The Troubled Company Reporter previously reported that Class 12 creditors will receive pro-rata distributions on an annual basis from the Debtor's Creditor Fund within 30 days of each anniversary of the Effective Date for a period of six years. A full-text of the Second Amended Plan is available at: http://bankrupt.com/misc/cob-16-20113-198.pdf About Precious Casting Precision Casting Prototypes & Engineering, Inc., is a veteran owned foundry and machine shop in Colorado serving the entire United States. It operates at a leased property at 7501 East Dahlia Street in Commerce City, Colorado. Precise Cast specializes in rapid prototyping and the precision casting and machining of aluminum, magnesium, and zinc parts primarily for Fortune 500 companies in the aerospace, defense, automotive, commercial vehicle, electronic, and medical device industries. The Debtor filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-20113) on Oct. 13, 2016. The petition was signed by Craig R. Reeves, president. The Debtor is represented by Kenneth J. Buechler, Esq., at Buechler & Garber, LLC. The case is assigned to Judge Thomas B. McNamara. The Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in debt at the time of the filing. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Precision Casting Prototypes & Engineering, Inc. as of November 9, according to a court docket. PREFERRED VINTAGE: Kashubas Buying Sonoma Property for $4.3 Million ------------------------------------------------------------------- Preferred Vintage, LLC, asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of real property commonly described as 16490 Arnold Drive, Sonoma, California, APN 133-010-045-000, to Dallas R. and Vida Kashuba for $4,250,000. A hearing on the Motion is set for Feb. 2, 2018 at 10:00 a.m. In March of 2016, the Debtor executed a Promissory Note in the principal amount of $2.3 million from an investor group represented by USI Servicing, Inc., a Nevada corporation. The Promissory Note is secured by a deed of trust of the same date that was recorded in the Official Records of the County of Sonoma and is a lien against the Property. The terms of the Promissory Note provide for interest only payments of $19,167 per month. The Debtor did not make the payment to USI for the months of October and November of 2016. In response to Preferred's failure to pay USI increased the interest rate to a default rate of 25% per annum calculated on the unpaid principal, and continued to charge a default rate of interest even as Preferred cured the default and stayed current. When Preferred was unable to pay the balloon payment due under the Promissory Note, USI commenced the foreclosure of its deed of trust. The chapter 11 was filed to allow time for the sale of the Property. The Property is encumbered with these liens: a. Property taxes, including any personal property taxes and any assessments collected with taxes are as follows: Code Area: 158060 Tax Identification No.: 133-010-045-000 Fiscal Year: 2017-2018 1st Installment: $10,259 Open 2nd Installment: $10,259 Open Exemption: $0 Land: $974,033 Improvements: $708,716 Personal Property: $58,802 b. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy. c. A deed of trust to secure an indebtedness in the amount shown: Amount: $2,300,000.00 Dated: March 25, 2016 Trustor/Grantor: Preferred Vintage, LLC, a California LLC Trustee: USI Servicing, Inc Beneficiary: United Security Investors III LLC, a Nevada Limited Liability Company as to an undivided 60.870% and United Security Investors II, LLC, a Nevada Limited Liability Company, as to an undivided 39.130% interest Loan No: USF11888 Recording Date: March 31, 2016 Recording No.: 2016028613, of Official Records. A Partial Assignment of the beneficial interest under said Deed of Trust From: United Security Investors II, LLC, a Nevada Limited Liability Company To: 16490 Arnold Dr. Investors LLC, a California Limited Liability, as to an undivided 13.043% interest, Equity Trust Company Custodian f/b/o Errol D. Brick IRA, as to an undivided 3.261% interest, Beam Brothers, LLC, an Ohio limited liability company, as to an undivided 4.648% interest; Richard J. Mayer Trustee of the Richard J. Mayer Revocable Trust dated April 23, 1992, as to an undivided six and 6.522% interest, and Joseph Frank and Suzanne G. Frank Trustees of the Frank Family Trust, dated Aug. 25, 2011, as to an undivided 4.348% interest in the certain deed of Trust dated March 25, 2016. Recording Date: June 6, 2017 Recording No: 2017044000, of Official Records As To: 31.822% A Partial Assignment of the beneficial interest under said Deed of Trust From: United Security Investors II, LLC, a Nevada Limited Liability Company To: United Security Investors III LLC, a Nevada Limited Liability Company, as to an undivided 4.826% interest Recording Date: June 6, 2017 Recording No: 2017044001, of Official Records As To: 4.826% A Partial Assignment of the beneficial interest under said Deed of Trust From: United Security Investors II, LLC, a Nevada Limited Liability Company To: United Security Investors III LLC, a Nevada Limited Liability Company, as to an undivided 2.609% interest Recording Date: June 6, 2017 Recording No: 2017044002, of Official Records As To: 2.609% d. A deed of trust to secure an indebtedness in the amount shown: Amount: $250,000 Dated: July 13, 2016 Trustor/Grantor: Preferred Vintage, LLC, a California LLC Trustee: First American Title Co. Beneficiary: Edward Keane, an unmarried man Loan No: 16070306 Recording Date: July 14, 2016 Recording No.: 2016060512, of Official Records e. A deed of trust to secure an indebtedness in the amount shown below, Amount: $300,000 Dated: March 10, 2017 Trustor/Grantor: Preferred Vintage, LLC Trustee: First American Title Insurance Company, a California Corp. Beneficiary: Sal S. Zagari Loan No: None Shown Recording Date: March 14, 2017 Recording No.: 2017019672, of Official Records The estate has employed Holly Bennett with Sotheby's International Realty as Real Estate Broker for the sale of the Property. The estate's agreement with Holly Bennett provides that she will be paid a commission equal to 2.5% of the sale price received for the property to be paid at the close of escrow. The Buyers are represented by Donald Van de Mark also with Sotheby's International Realty who is to be paid 2.5% of the sale price received from the Property to be paid at close of escrow. There is a bona fide dispute with USI as to the interest it claims on the unpaid balance: USI contends it is entitled to a default rate of interest calculated on the unpaid principal balance, whereas Preferred contends USI is not entitled to any more than the 10% contract rate of interest. The dispute is to be resolved by adversary proceeding. Preferred has accepted an offer to purchase the Property from the Buyers, co-trustees of the Kashuba 2009 Trust dated July 1, 2009, at the sale price of $4,250,000, with $42,500 initial deposit, all cash, free and clear of the disputed amount of the USI. The parties have entered into the Real Estate Purchase Contract for the sale and purchase of the Property. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Preferred_Vintage_35_Sales.pdf The sale will pay all creditors in full and return a surplus to the Debtor to fund plan payments to the approximately $180,000 in unsecured claims: Sale price $4,250,000 Estimated Costs (6%) ($255,000) USI ($3,010,000) Edward Keane ($260,000) Sal Zagari ($315,000) Net $410,000 The Debtor asks the Court to authorize it to pay directly from escrow the following claims: (i) Sonoma County Tax Collector; (ii) the ordinary and necessary costs of sale, including real estate commissions; (iii) $2,510,000 to USI on behalf of the beneficiaries of that deed of trust identified as Document No. 2016028613 of Official Records; (iv) Edward Keane as beneficiary of the deed of trust identified as Document No. 2016060512, of Official Records; (v) Sal Zagari as beneficiary of that deed of trust identified as Document No. 2017019672 of Official Records; (vi) $500,000 to an interest bearing trust account at American River Bank, 90 South E Street, Santa Rosa, California to be held in the name of Preferred's counsel, or such other account as may be agreed by Preferred and USI, with the lien of USI to attach to the account; and (vii) the surplus to Preferred. About Preferred Vintage Headquartered in Greenbrae, California, Preferred Vintage LLC filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 17-31106) on Nov. 1, 2017, listing its estimated assets at $1 million to $10 million and estimated liabilities at $1 million to $10 million. The petition was signed by Greg Hoffman, managing member. Judge Dennis Montali presides over the case. MICHAEL C. FALLON, JR., serves as counsel to the Debtor. * * * On Nov. 17, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. PROTEA BIOSCIENCES: Panel Objects to Deal With Asurrx Biopharma --------------------------------------------------------------- BankruptcyData.com reported that Protea Biosciences Group's official committee of unsecured creditors filed with the U.S. Bankruptcy Court an objection to the Debtors' emergency settlement motion between the Debtors and Azurrx Biopharma. The committee asserts, "The Committee has not had the opportunity to fully review and discuss the Settlement Motion with the Debtors and their counsel. The Debtors' Settlement Motion fails to identify and provide information relative to any dispute, or all issues, that are being resolved in conjunction with the Settlement Motion. Other than stating that it is uncertain whether the future contingent interest in royalties from AzurRx's will mature and become noncontingent, the Debtors do not identify any dispute, claim and/or cause of action that it seeks to compromise under Rule 9019 with respect to the Sale Agreement and AzurRx's and the Debtors' rights and obligations thereunder. Based upon a fair reading of the Settlement Motion, it appears to the Committee that the Debtors desire to 'cash out' the contingent future interest in royalties and sell the same to AzurRx rather than settling disputes under the Sale Agreement. The Committee's interpretation is supported by the Debtors own statements in paragraph 9 of the Settlement Motion wherein the Debtors assert that they previously marketed their future contingent interest in the royalties but were unable to locate a buyer that was ready, willing and able to purchase the interest for more than is currently offered by AzurRx. Regardless of whether the relief requested in the Settlement Motion would have been more properly brought as a sale motion pursuant to Section 363 of the Bankruptcy Code, the Debtors fail to provide any information on the value of their interest in the future royalties and why this settlement/sale is in the best interests of creditors and the Debtors' estates. Further, other than stating that AzurRx's agreement to enter into the Settlement Agreement is contingent upon consummation of the transaction on or before December 31, 2017, the Debtors offer no other basis as to why approval of the Settlement Agreement/sale must occur on an emergency basis." About Protea Biosciences Headquartered in Morgantown, West Virginia, Protea Biosciences Inc. -- https://www.proteabio.com/ -- is a bioanalytics technology company that provides analytical and diagnostic solutions for the rapid and direct identification, mapping and display of the molecules present in living cells and biological samples. Protea Biosciences, Inc., and its affiliate Protea Biosciences Group, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case Nos. 17-01200 and 17-01201) on Dec. 1, 2017. At the time of the filing, Protea Biosciences disclosed $5.16 million in assets and $13.64 million in liabilities. Protea Biosciences Group disclosed $2.7 million in assets and $18.2 million in liabilities. Judge Patrick M. Flatley presides over the case. The Debtors hired Buchanan Ingersoll & Rooney PC as their legal counsel; and Compass Advisory Partners, LLC, as their restructuring advisor. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases. Leech Tishman Fuscaldo & Lampl, LLC is the Committee's legal counsel and Johnson Law, PLLC is its local counsel. PROTEA BIOSCIENCES: Sale/Abandonment of De Minimis Assets Approved ------------------------------------------------------------------ Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of West Virginia authorized the procedures of Protea Biosciences, Inc. and Protea Biosciences Group, Inc. for their sale, transfer, or abandonment of their surplus, obsolete, non-core, or burdensome assets of de minimis value. With regard to sales or transfers of the De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with an aggregate selling price up to or equal to $15,000: (i) The Debtors are authorized to consummate such transaction(s) if the Debtors determine in the reasonable exercise of their business judgment that such sales or transfers are in the best interest of the estate, subject to the procedures set forth; (ii) Any such transaction(s) will be free and clear of all Liens, with such Liens attaching only to the sale or transfer proceeds with the same validity, extent, and priority as had attached to the De Minimis Assets immediately prior to such sale or transfer; (iii) The Debtors will give written notice by first class mail of each such sale (the "Sale Notice") to (1) the U.S. Trustee; (2) counsel to any creditors' committee; (3) counsel to the lender providing DIP financing; and (4) any known affected creditor asserting a Lien on the De Minimis Asset subject to sale; (iv) The content of the Sale Notice will consist of (1) identification of the De Minimis Assets being sold or transferred, (2) identification of the purchaser of the assets, (3) the purchase price, and (4) the significant terms of the sale or transfer agreement, including, but not limited to, any payments to be made by the Debtors on account of commission fees to agents, brokers, auctioneers, and liquidators; (v) If no written objections from any of the Notice Parties are filed with the Court within seven days after service of such Sale Notice, then the Debtors are authorized to immediately consummate such sale or transfer; and (vi) If any Notice Party files a written objection to any such sale or transfer with the Court within seven days after receipt of such Sale Notice, then the relevant De Minimis Asset will only be sold or transferred if the objection is withdrawn or upon submission of a consensual form of order or stipulation resolving the objection as between the Debtors and the objecting party or further order of the Court after notice and a hearing. (vii) Any De Minimis Assets sold will be added tot he "Excluded Assets as defined the the Asset Sale and Purchase Agreement dated as of Dec. 14, 2017 betwee the Debtors and SUmmit Resources, Inc. All sales will be free and clear of all Liens, with such Liens to attach to the proceeds of the sale. The Debtor is authorized to abandon the De Minimis Assets in accordance with these procedures: a. The Debtors will give written notice of the abandonment to the Notice Parties; b. The Abandonment Notice will contain a (i) reasonably detailed description of the De Minimis Assets to be abandoned, (ii) the Debtor's reasons for such abandonment, and (iii) any payments to be made by the Debtor in connection with such abandonment including, but not limited to, commission fees to agents, brokers, auctioneers, and liquidators; c. If no written objections from any of the Notice Parties are filed with the Court within seven days after the date of receipt of such Abandonment Notice, then the Debtors are authorized to immediately proceed with the abandonment; and d. If a written objection from any Notice Party is filed with the Court within seven days after receipt of such Abandonment Notice, then the relevant De Minimis Assets will only be abandoned upon either the consensual resolution of the objection by the parties in question or further order of the Court after notice and a hearing. During the Chapter 11 cases, the Debtors will provide a written report or reports, within 30 days after each calendar quarter (to the extent De Minimis Asset Sales or Abandonments were consummated for the relevant quarter), concerning any such sales, transfers, or abandonments made pursuant to the relief requested (including the names of the purchasing parties and the types and amounts of the sales) to the Notice Parties and those parties requesting notice pursuant to Bankruptcy Rule 2002; provided that the Debtor will have no additional or further reporting obligations with respect to sales of De Minimis Assets following the Debtors' filing a report pursuant to the Order 30 days after confirmation of a chapter 11 plan. About Protea Biosciences Headquartered in Morgantown, West Virginia, Protea Biosciences Inc. -- https://www.proteabio.com/ -- is a bioanalytics technology company that provides analytical and diagnostic solutions for the rapid and direct identification, mapping and display of the molecules present in living cells and biological samples. Protea Biosciences, Inc., and its affiliate Protea Biosciences Group, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case Nos. 17-01200 and 17-01201) on Dec. 1, 2017. At the time of the filing, Protea Biosciences disclosed $5.16 million in assets and $13.64 million in liabilities. Protea Biosciences Group disclosed $2.7 million in assets and $18.2 million in liabilities. Judge Patrick M. Flatley presides over the case. Buchanan Ingersoll & Rooney LLP, is the Debtors' bankruptcy counsel, with the engagement led by Christopher P. Schueller. Compass Advisory Partners, LLC, is the Company's restructuring advisor. RAMLA USA: $85K Sale of Liquor License Interest to L.A. Spoon OK'd ------------------------------------------------------------------ Judge Barry Russell of the U.S. Bankruptcy Court for the Central District of California authorized Ramla USA, Inc.'s sale of its interest in a Type-47 "On-Sale General For Bona Fide Eating Place" liquor license bearing license number 47-521524 to L.A. Spoon, LLC for $85,000. A hearing on the Motion was held on Jan. 9, 2018 at 2:00 p.m. The Sale of the Liquor License to the Buyer is authorized on an "as is, where is" basis, without any representations or warranties; and free and clear of liens, interests, and encumbrances. The overbid procedures proposed in the Liquor License Sale Motion, and the form and manner of notice provided by the Debtor are approved. The 14-day stay imposed by F.R.B.P. 6004(h) is waived. About Ramla USA Inc. Headquartered in Monrovia, California, Ramla USA Inc. is a small organization in the restaurants industry located in Monrovia, California. It owns and operates traditional Japanese/Izakaya-style restaurants. Along with four restaurant and food service locations currently in operation (located in Monrovia, San Francisco, Palm Springs, and Los Angeles, California), it has two non-operating locations in West Covina, California and Encino, California that closed in early 2017 and mid-2016, respectively. Each of the defunct locations still has liquor licenses associated with them. Ramla USA sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-24318) Nov. 20, 2017. The petition was signed by Yuji Ueno, CEO. The estimated assets in the range of $1 million to $10 million and $10 million to $50 million in debt. The Debtor tapped Robyn B. Sokol, Esq., at Brutzkus Gubner Rozansky Seror Weber LLP, as counsel. REALOGY GROUP: Moody's Assigns Ba1 Rating to New Sec. Bank Debt --------------------------------------------------------------- Moody's Investors Service rated Realogy Group LLC's proposed senior secured bank debt at Ba1 and affirmed the Ba3 Corporate Family rating ("CFR"), Ba3-PD Probability of Default rating ("PDR"), B1 senior unsecured rating and SGL-1 Speculative Grade Liquidity rating ("SGL"). The ratings outlook remains stable. The net proceeds raised from the proposed revolver and term loans will be used to repay in full the existing secured bank credit facilities. The ratings on the existing senior secured debt will be withdrawn when they are repaid. Moody's took the following actions on Realogy Group LLC: Assignments: -- Senior Secured Bank Credit Facility, at Ba1 (LGD2) Affirmations: -- Corporate Family Rating, at Ba3 -- Probability of Default Rating, at Ba3-PD -- Senior Unsecured, at B1 (LGD5) -- Speculative Grade Liquidity Rating, at SGL-1 Outlook: -- Outlook, Remains Stable RATINGS RATIONALE "The proposed transaction extends Realogy's senior debt maturity profile by over two years and adds $375 million of external liquidity without increasing the drawn interest rate spread, and is therefore a credit and liquidity positive development," noted Edmond DeForest, Moody's Senior Credit Officer. The Ba3 CFR reflects Moody's expectations for solid financial performance and ongoing financial deleveraging through debt repayment and EBITDA growth. Moody's anticipates existing home sale prices could be pressured by the limitations on the deductibility of mortgage interest and state and local taxes imposed by the 2017 Tax Cuts and Jobs Act (the "Act"). A high proportion of Realogy's revenues and earnings come from brokerage operations concentrated in regions with high state and local taxes. The uncertain size of the negative impact of the Act on the existing residential home sale market will weigh on ratings upside until it can be assessed. That said, although Realogy is not expected to be a U.S. cash tax payer in 2018, the company will benefit from lower rates when it begins paying cash taxes in or around 2020. Realogy estimates it has a leading and over 15% share of the US existing residential home sale market as measured by transaction volume. The company's multiple brands position it to reflect the continuing, albeit slow and uneven, recovery in the market. However, Realogy remains highly leveraged at nearly 5 times debt to EBITDA as of September 30, 2017, although leverage should decline below 4.5 times by the end of 2018. The residential real estate brokerage market remains volatile, cyclical and seasonal. Realogy's owned brokerages have a high degree of fixed operating costs. A high proportion of its profits reflect home sale market activity as opposed to less-transactional franchise fees. Difficult credit conditions for first time home buyers continue to limit the scope of the residential real estate recovery to more affluent buyers and markets. Realogy has the potential for EBITDA growth over the next year if the impacts from the Act are only modestly negative and credit conditions for first time home buyers improve. The Ba1 rating on the senior secured obligations reflects their priority position in the capital structure and a Loss Given Default (LGD) assessment of LGD2. The debt is secured by a pledge of substantially all of the company's domestic assets (excluding accounts receivable pledged for the securitization facility) and 65% of the stock of foreign subsidiaries. The Ba1 rating, two notches above the Corporate Family rating, benefits from loss absorption provided by the junior ranking debt and non-debt obligations. The B1 rating on the senior unsecured notes reflects the Ba3-PD PDR and an LGD assessment of LGD5. The senior notes are guaranteed by substantially all of the domestic subsidiaries of the company (excluding the securitization subsidiaries). The loss given default assessment reflects effective subordination to all the secured debt. The B1 rating is one notch higher than the LGD model-implied rating of B2, reflecting Moody's expectations for a decline in the proportion of secured debt to total debt over the next 12 to 18 months. An increase in the proportion of senior secured to total debt claims could lead Moody's to downgrade the senior unsecured notes to B2. The SGL- 1 SGL rating reflects Realogy's very good liquidity profile. Moody's expects at least $100 million of cash on the balance sheet and over $500 million of free cash flow. The $1.4 billion revolver may be used to support opportunistic debt and equity repurchases, acquisitions and some seasonal working capital needs; over $1 billion is anticipated to remain available at all times. Moody's expects ample headroom under financial maintenance covenants over the next year as leverage is calculated on a senior secured basis and net of balance sheet cash. The relocation services business has liquidity from a $325 million securitization vehicle that matures in June 2018 that had about $100 million of availability at September 30, 2017. The stable ratings outlook reflects Moody's anticipation that debt to EBITDA will decline to below 4.5 times in 2018 through EBITDA growth and debt repayment, while free cash flow to debt will be maintained around 10%. The ratings could be upgraded if through some combination of rising existing unit home sales and average prices or accelerated debt repayments Moody's comes to expect debt to EBITDA to be sustained below 4 times and EBITA to interest maintained above 3 times. The ratings could be downgraded if Moody's anticipates no revenue growth, debt to EBITDA will remain above 5 times, free cash flow to debt will remain below 8% or aggressive financial policies, including large debt financed shareholder returns or acquisitions. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Realogy is a leading global provider of real estate and relocation services. The company operates in four segments: real estate franchise services, company owned real estate brokerage services, relocation services and title and settlement services. The franchise brand portfolio includes Century 21, Coldwell Banker, Coldwell Banker Commercial, ERA, Sotheby's International Realty and Better Homes and Gardens Real Estate. Moody's expects 2018 revenues of over $6 billion. REALOGY GROUP: S&P Rates New Secured Credit Facility 'BB+' ---------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '1' recovery rating to Madison, N.J.-based residential real estate franchising and brokerage company Realogy Group LLC's proposed senior secured credit facility. The credit facility consists of a $1.4 billion revolver due 2023; and a $750 million term loan A due 2023; and a $1.08 billion term loan B due 2025. The proposed revolver commitment is $350 million higher than the company's existing $1.050 billion revolver, and the proposed term loan A facility combines the company's existing two tranches of term loan A debt into one tranche. In addition, the refinancing transaction pushes out maturity dates for the revolver, the term loan A and the term loan B. The company will use the proceeds of the new facilities to refinance its existing secured facilities. S&P said, "The '1' recovery rating reflects our expectation for very high recovery (90% to 100%; rounded estimate: 95%) for lenders in the event of a payment default. In addition, we lowered the issue-level rating to 'B' from 'B+' on the company's senior unsecured debt (consisting of three series including $450 million of notes due April 2019, $550 million of notes due December 2021, and $500 million of notes due 2023). We revised the recovery rating on the company's unsecured debt to '6' from '5'. The '6' recovery rating reflects our expectation for negligible recovery (0% to 10%; rounded estimate: 5%) for lenders in the event of a payment default. We took these rating actions on this debt because the incremental revolver commitment adds secured debt in the capital structure under our hypothetical default assumptions and impairs recovery prospects for unsecured lenders." S&P's 'BB-' corporate credit rating on Realogy is unchanged. The rating outlook is stable. RECOVERY ANALYSIS Key analytical factors S&P said, "Our recovery rating on Realogy's senior secured credit facility is '1' and our recovery rating on the senior unsecured notes is '6'. "Our simulated default scenario contemplates a payment default in 2022 because of a substantial decline in cash flow from a depressed U.S. residential real estate market. "We assume reorganization follow default, using a multiple of 6.5x emergence EBITDA to value the company." Simplified waterfall -- Emergence EBITDA: $496 mil. -- Multiple: 6.5x -- Gross recovery value: $3.2 bil. -- Net recovery value for waterfall after admin expenses (5%): $3.1 billion -- Obligor/nonobligor valuation split: 100%/0% -- Estimated secured debt: $2.96 billion -- Value available for first-lien claims: $3.1 bil. —Recovery expectation: 90%-100% (rounded estimate: 95%) -- Estimated senior unsecured notes claim: $1.53 billion -- Value available for unsecured claims: $108 mil. -- Recovery expectation: 0%-10% (rounded estimate: 5%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Realogy Group LLC Corporate Credit Rating BB-/Stable/-- New Rating Realogy Group LLC Senior Secured $1.4 bil. revolver due 2023 BB+ Recovery Rating 1(95%) $750 mil. term loan A due 2023 BB+ Recovery Rating 1(95%) $1.08 bil. term loan B due 2025 BB+ Recovery Rating 1(95%) Issue-Level Ratings Lowered; Recovery Ratings Revised To From Realogy Group LLC Realogy Co-Issuer Corp. Senior Unsecured B B+ Recovery Rating 6(5%) 5(20%) REBECCA SHIRLEY: Sale of Crittenden Real & Personal Property Okayed ------------------------------------------------------------------- Judge Phyllis M. Jones of the U.S. Bankruptcy Court for the Eastern District of Arkansas authorized Rebecca Ann Shirley's sale of tracts of real property and personal property located in Crittenden County, Arkansas free and clear of liens, claims and encumbrances. Before any sale of the real and personal property listed in the Motion, however, the DIP must provide written notice to Regions Bank and Greenpoint Ag, LLC to its attorney of record of (1) the terms and conditions of the sale, and (2) the proposed disposition of the proceeds of the sale including administrative expenses and secured creditor lien holders. Such written notice must be provided to Regions Bank and Greenpoint at least 14 calendar days before the proposed sale. Upon receipt of notice, Regions Bank and Greenpoint will have seven calendar days in which to approve or disapprove, in writing, of the proposed sale. If neither creditor responds within seven calendar days after receiving notice, then both creditors will be considered to have approved the proposed sale. If either Regions Bank or Greenpoint disapproves of the proposed sale in writing within seven calendar days after receiving notice, then the DIP must request a hearing and obtain the Court's approval before she will be allowed to proceed with the proposed sale. Rebecca Ann Shirley sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 17-15993) on Nov. 6, 2017. The Debtor tapped Warren E. Dupwe, Esq., at Warren E. Dupwe, P.A., as counsel. REBUILTCARS CORP: To Pay First Home Bank $1,735 Monthly ------------------------------------------------------- Rebuiltcars Corporation filed with the U.S. Bankruptcy Court for the Northern District of Illinois an amended disclosure statement in conjunction with their amended plan of reorganization. The amended plan provides that Class 1 claimants together include each Allowed Secured Claim held by a Creditor that the debtor was not current and in default with on the Petition date (Subject to Objections to the Relevant Proof of Claims) that is secured by one or more of the Debtor's Assets and is not disputed, contingent or unliquidated and allowed as of the effective date. Class 1A is the Secured Claim of First Home Bank, which holds a perfected security interest on assets of the Debtor in the amount of $274,551.23. The Debtor will be given credit for all adequate protection payments pursuant to the Cash Collateral Order. First Home Bank also holds an unsecured non-priority claim in the amount of $61,000. Commencing 30 days after the effective date, the Debtor will make monthly payments on the fifteenth day of each month to First Home Bank directly in the amount of $1,735.01 per month until the secured claim is paid in full. A copy of the Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/ilnb17-11811-63.pdf About Rebuiltcars Corp Rebuiltcars Corporation filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-11811) on April 14, 2017. The petition was signed by Mindaugas Kazakevicius, president. The Debtor estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. The case is assigned to Judge Timothy A. Barnes. The Debtor is represented by Paul M. Bach, Esq., at the Bach Law Offices. ROBERT MATTHEWS: Sale of 1999 Jaguar XJ8 for Salvage Value Okayed ----------------------------------------------------------------- Judge Paul G. Hyman, Jr. of the U.S. Bankruptcy Court for the Southern District of Florida authorized Robert Matthews' sale of 1999 Jaguar XJ8, VIN SAJHX1047XC853951, for salvage value. A hearing on the Motion was held on Jan. 3, 2018. Robert Matthews sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 16-23426) on Nov. 6, 2017. The Debtor tapped Christian Panagakos, Esq., as counsel. ROCKY MOUNTAIN: Amends 250 Million Shares Resale Prospectus ----------------------------------------------------------- Rocky Mountain High Brands, Inc., filed with the Securities and Exchange Commission an amended Form S-1 registration statement relating to the resale of up to 250,000,000 shares of its common stock to be offered by the selling stockholder, GHS Investments, LLC. These 250,000,000 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. 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 those 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. The Company will not receive any of the proceeds from the sale of common stock by the selling stockholders. 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 the Company's common stock. Rocky Mountain'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 Form S-1/A is available for free at: https://is.gd/lZqL4E 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 for the year ended June 30, 2017, following net income of $2.32 million for the year ended June 30, 2016. As of Sept. 30, 2017, Rocky Mountain had $1.04 million in total assets, $7.49 million in total liabilities, all current, and a total shareholders' deficit of $6.44 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. ROSENBAUM FARM: Needs More Time for Third-Party Plan Discussions ---------------------------------------------------------------- Rosenbaum Feeder Cattle, LLC, and Rosenbaum Farm, LLC, ask the U.S. Bankruptcy Court for the Western District of Virginia to extend the (a) exclusive period in which to file a Chapter 11 Plan for 47 days from January 12, 2018, through February 28, 2018 and (b) period during which Debtors have the exclusive right to solicit acceptances on such a plan for 45 days from March 13, 2018 through April 27, 2018. The Debtors seek these extensions to allow time for the Debtors, their estates and their creditors to pursue an orderly plan process. While the amount of assets and liabilities in this case is not immense, the Debtors assert that they operate an agricultural operation which has required them to address unique issues. The Debtors tell the Court that the primarily purpose of the requested Exclusivity Extension is to continue discussions with third-party lenders and with the Debtors' secured lender, Farm Credit of the Virginias, ACA regarding additional financing to support a plan of reorganization. The Debtors tell the Court that Farm Credit has promised a formal response to the Debtors' most recent proposal. Accordingly, the Debtors assert that additional time would allow the Debtors to review this response once it is submitted and would allow the parties to continue their efforts to reach a consensual plan. The additional time would also allow the Debtors to address in their plan any concerns raised by Farm Credit and to incorporate any developments into their plan of reorganization. The Debtors assert that they are not seeking this extension to delay the process for some speculative event or to pressure creditors to accede to a plan that is unsatisfactory to them. Indeed, the Debtors claim that they are pursuing reorganization in an effort to maximize the recovery to its creditor, and the Debtors are seeking to propose a plan of reorganization that provides a clear path out of bankruptcy. About Rosenbaum Farm and Rosenbaum Feeder Rosenbaum Farm, LLC and Rosenbaum Feeder Cattle, LLC own a hog feedlot facility at 36000 Allison Lane, Glade Spring, Virginia. William McCann Rosenbaum and William Todd Rosenbaum, who are father and son respectively. William and Todd Rosenbaum are the sole owners of Rosenbaum Farm. The Farm has been in the Rosenbaum family for four generations. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case Nos. 17-70962 and 17-70963) on July 20, 2017. William Todd Rosenbaum, its secretary and treasurer, signed the petitions. The Debtors' cases were consolidated for procedural purposes on Aug. 17, 2017. At the time of the filing, both Debtors estimated assets and liabilities of $1 million to $10 million. Judge Paul M. Black presides over the cases. The Debtors hired Stoll Keenon Ogden PLLC as bankruptcy counsel, and Browning, Lamie & Gifford, P.C., as local counsel. The Debtors hired Hicok, Fern & Company CPAs as their accountant and financial advisor. SEARS HOLDINGS: Fairholme Has 17.4% Stake as of Jan. 11 ------------------------------------------------------- Fairholme Capital Management, L.L.C. reported to the Securities and Exchange Commission that as of Jan. 11, 2018, it beneficially owns 18,705,269 common shares, $.01 par value, of Sears Holdings Corporation, constituting 17.4 percent of the shares outstanding. Bruce R. Berkowitz beneficially owns 18,705,269 Common Shares of Sears Holdings, of which 10,755,991 are owned by The Fairholme Fund and 1,425,398 are owned by The Fairholme Allocation Fund, each a series of Fairholme Funds, Inc. Because Mr. Berkowitz, in his capacity as the controlling person of the sole member of FCM or as president of Fairholme Funds, Inc., has voting or dispositive power over all shares beneficially owned by FCM, he is deemed to have beneficial ownership of all those shares. Mr. Berkowitz additionally beneficially owns 2,587,632 Common Shares of Sears Holding Corporation in his individual capacity. While the advisory relationship causes attribution to Mr. Berkowitz, Fairholme Funds, Inc. or FCM of certain indicia of beneficial ownership for the limited purpose of this Schedule 13G, Mr. Berkowitz, Fairholme Funds, Inc. and FCM disclaim ownership of these shares for purposes of interpretations under the Internal Revenue Code of 1986, as amended, or for any other purpose, except to the extent of their pecuniary interest. A full-text copy of the regulatory filing is available at: https://is.gd/XfWeeG About Sears Holdings Based in Hoffman Estates, Illinois, Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve its members. Sears Holdings is home to Shop Your Way, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. Sears Holdings reported a net loss of $2.22 billion on $22.13 billion of revenues for the fiscal year 2016, compared to a net loss of $1.12 billion on $25.14 billion of revenues for the fiscal year 2015. As of Oct. 28, 2017, Sears Holdings had $8.19 billion in total assets, $12.20 billion in total liabilities and a total deficit of $4 billion. * * * In January 2017, Fitch Ratings affirmed the Long-term Issuer Default Ratings on Sears Holdings and its various subsidiary entities at 'CC'. In November 2017, S&P Global Ratings lowered its corporate credit rating on Sears Holdings to 'CCC' from 'CCC+'. The outlook is negative. "The downgrade reflects our view that addressing 2018 maturities over upcoming quarters will determine if the company can continue its turnaround plan without seeking a broader restructuring," S&P said. In November 2017, Moody's Investors Service downgraded Sears Holdings Corp.'s Corporate Family Rating to 'Caa3' from 'Caa2'. Sears' Caa3 rating reflects the company's sizable operating losses - Domestic Adjusted EBITDA was an estimated loss of approximately $625 million for the LTM period ending Oct. 28, 2017. SEARS HOLDINGS: S&P Cuts CCR to 'CCC-' on Debt Restructuring ------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on Sears Holdings Corp. to 'CCC-' from 'CCC'. The outlook is negative. At the same time, we lowered the issue-level ratings in line with the corporate credit rating. The downgrade follows Sears announcement that it is in discussions with its lenders regarding potential transactions that would modify the agreement terms of more than $1 billion of its non-first-lien debt. The company is seeking to enhance liquidity and strengthen the balance sheet, and the potential transactions would include reducing cash interest payment and extending on some of its debt maturities. S&P said, "If completed, we would likely view these loan modifications as distressed and tantamount to a selective default because the lenders could receive less than par value and/or less than the original promise on the current debt. Our negative outlook on Sears reflects the possibility that the company could execute a distressed debt transaction in the next 12 months. We would lower the corporate credit rating and relevant issue-level ratings if the company reaches an agreement with its lenders and announces a restructuring transaction." Although unlikely, S&P could consider raising the rating if it believes a distressed debt transaction is unlikely over the next 12 months, operating performance recovers and is maintained, and liquidity seems sufficient for 2018 and beyond, including prospects for a refinancing of near term maturities at par. SEASTAR HOLDINGS: Jan. 23 Meeting Set to Form Creditors' Panel -------------------------------------------------------------- William K. Harrington, United States Trustee for Region 3, will hold an organizational meeting on Jan. 23, 2018, at 10:00 a.m. in the bankruptcy case of SeaStar Holdings, Inc. The meeting will be held at: The Sheraton Suites Wilmington Downtown 422 Delaware Avenue Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About SeaStar Holdings Based in Puerto Rico, SeaStar Holdings, Inc., dba Seaborn Airlines, serves local passengers within the Caribbean and connecting traffic to numerous locations within or outside the United States through code share or interline arrangements with multiple airline partners. The Company's fleet consists of seven 34-seat Saab 34088s and one 15-seat Twin Otter Seaplane. The majority of the Company's inter-island flights are via the Saab fleet. The Seaplane serves as the primary air transportation between St. Croix and St. Thomas in the U.S. Virgin Islands. SeaStar Holdings, Inc., along with affiliates Seaborne Virgin Islands, Inc., and Seaborne Puerto Rico, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10039) on Jan. 8, 2018. The Hon. Christopher S. Sontchi is the case judge. SeaStar Holdings estimated assets of $1 million to $10 million and debt of $10 million to $50 million as of the bankruptcy filing. Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Travis J. Ferguson, Esq., at Landis Rath & Cobb LLP, serve as the Debtors' bankruptcy counsel. Sonoran Capital Advisors LLC is the Debtors' restructuring advisor. Stinson Leonard Street LLP is the special regulatory counsel. Seabury Corporate Advisors LLC is the investment banker. Rust Consulting/Omni Bankruptcy is the claims and noticing agent. SENIOR CARE GROUP: U.S. Trustee Directed to Appoint PCO in 4 Cases ------------------------------------------------------------------ Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida issued an order directing the U.S. Trustee to appoint a patient care ombudsman in the cases of SCG Madill Brookside, LLC; SCG Durant Four Seasons, LLC; SCG Lake Country, LLC; SCG Oak Ridge, LLC or the PCO Debtors. The PCO Debtors are "health care businesses" within the meaning of 11 U.S.C. section 101(27A) and are therefore subject to the provisions of 11 U.S.C. section 333. SCG Red River, LLC and SCG Red River Management, LLC are not a healthcare business and are therefore not subject to the provisions of 11 U.S.C. section 333. The U.S. Trustee must appoint a patient care ombudsman over the PCO Debtors in order to monitor the quality of patient and resident care and to represent the interests of the PCO Debtors' patients and residents. The PCO must prepare a report regarding the quality of patient and resident care for the PCO Debtors and must provide a copy of such Report to counsel for Debtors, the Committee, and the U.S. Trustee. The PCO must maintain all patient and resident care records in a secure manner in accordance with the requirements of the Health Insurance Portability and Accountability Act and all other applicable non-bankruptcy law relating to patient privacy. Absent further order of the Court, the PCO must remain in that position for each of the PCO Debtors until the earlier of: a) confirmation of plan for the PCO Debtors; or b) the sale of an individual PCO Debtor's healthcare business operation. About Senior Care Group Senior Care Group, Inc., is a non-profit corporation which, through its wholly-owned subsidiaries, provides residents and patients with nursing and long-term health care services. Senior Care Group and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 17-06562) on July 27, 2017. David R. Vaughan, its chairman of the Board, signed the petitions. At the time of the filing, Senior Care Group estimated assets and liabilities of $1 million to $10 million. Judge Catherine Peek Mcewen presides over the cases. Stichter Riedel Blain & Postler, P.A., is the Debtors' bankruptcy counsel. The Debtors hired Akerman LLP as their special healthcare counsel. The U.S. Trustee for Region 21 appointed Mary L. Peebles as the patient care ombudsman for Key West Health and Rehabilitation Center LLC, SCG Baywood LLC, SCG Gracewood LLC, and SCG Laurellwood, LLC. On Aug. 18, 2017, the U.S. trustee appointed an official committee of unsecured creditors. The committee hired Stevens & Lee, P.C., as its bankruptcy counsel; and Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A., as co-counsel. On Aug. 17, 2017, the Debtors retained Holliday Fenoglio Fowler, LP, as broker. SENTINEL MANAGEMENT: MBF Bid to Dismiss Clawback Suit Junked ------------------------------------------------------------ In the case captioned FREDERICK J. GREDE, not individually but as Liquidation Trustee for the Sentinel Liquidation Trust, Plaintiff, v. MBF CLEARING CORPORATION, Defendant, No. 09 C 5214, (N.D. Ill.), District Judge Rebecca R. Pallmeyer denied MBF's motion to dismiss the amended complaint filed by the Liquidation Trustee. MBF is a Delaware corporation with its principal place of business in New York City. MBF had been investing with Sentinel Management Group, Inc. since 2003. Between August 7 and August 9, 2007 -- the eve of Sentinel's bankruptcy -- MBF withdrew all of its funds from Sentinel. Plaintiff Grede, the Liquidation Trustee for the Sentinel Liquidation trust, has filed a number of avoidance actions seeking recovery of dispersed funds, including, here, the funds recovered by MBF days before Sentinel's Chapter 11 filing. The Trustee's original Complaint sought the return of $81.4 million in pre-petition transfers made to MBF as an avoidable preference. The Trustee’s Amended Complaint seeks the return of a smaller sum, $32.7 million, under the theory that this smaller sum was an actual fraudulent conveyance. Additionally, the Amended Complaint seeks the return of an undisclosed amount of "false profits in the form of purported 'interest'" that the Trustee also alleges were fraudulently transferred to MBF just before Sentinel's bankruptcy. MBF has moved to dismiss the Amended Complaint on two grounds. First, MBF urges that the statute of limitations on a fraudulent conveyance claim has expired, and asserts that the Trustee's Amended Complaint does not "relate back" to the original, or, alternatively, that the Trustee's amendments run afoul of the equitable doctrine of laches. MBF's other argument for dismissal rests on a second Seventh Circuit decision in the FCStone test case: Grede v. FCStone, LLC, 867 F.3d 767. Based on the holding in FCStone II, MBF claims that the Trustee is collaterally estopped from arguing that the funds returned to MBF were a part of the bankrupt estate -- a necessary component of a fraudulent transfer action. Under the relevant provisions of the Bankruptcy Code, an action to recover fraudulent transfers must be filed within two years of the commencement of a voluntary case. As Sentinel filed for bankruptcy on August 17, 2007, and the Trustee did not amend his Complaint to include the fraudulent transfer allegations until June of this year, that window is long since closed. Accordingly, the critical issue in this proceeding regards whether the present allegations "relate back" to the original complaint in order to avoid the Code's statute of limitations. An amendment "relates back" to an earlier, timely filing when it "asserts a claim or defense that arose out of the conduct, transaction, or occurrence set out -- or attempted to be set out -- in the original pleading." "In general, relation back is permitted . . . where an amended complaint asserts a new claim on the basis of the same core of facts, but involving a different substantive legal theory than that advanced in the original pleading." The Seventh Circuit has long instructed that "amendments pursuant to Rule 15(c) should be freely allowed." The critical inquiry under Rule 15(c) "is whether the original pleading afforded the defendant sufficient notice of what he must defend against." The Trustee's Amended Complaint easily meets that standard. The Amended Complaint not only covers the same "common core of operative facts," it challenges the exact same transfers described in the original complaint. Different claims for relief arising from the same "transactions" clearly fit within the scope of Rule 15(c). The Defendant argues that "an amendment cannot relate back if different facts are essential to reach that result." This is a correct statement of the law, but inapplicable to this dispute. The case law does not require an exact match. In fact, plaintiffs are free to "supplement [ ] the legal theory and facts" in an amended complaint provided those additions arise from the original complaint. The defendant may be understandably annoyed that this case is still alive after eight years, but the mere fact of delay is not dispositive under Rule 15(c)(1)(B). The facts alleged in the original Complaint were more than sufficient to put MBF on notice that the Trustee may later seek to recover the same transfers under a different legal theory. A full-text copy of the Court's Jan. 5, 2018 Memorandum and Order is available at https://is.gd/jpMypv from Leagle.com. Frederick J. Grede, Liquidation Trustee, not individually but as Liquidation Trustee and Representative of the Estate of Sentinel Management Group, Inc., Plaintiff, represented by Catherine L. Steege -- csteege@jenner.com -- Jenner & Block LLP, Chris C. Gair -- cgair@gairlawgroup.com -- Gair Law Group Ltd., Angela M. Allen -- aallen@jenner.com -- Jenner & Block LLP, Jeffrey Scott Eberhard -- jeberhard@gairlawgroup.com -- Gair Law Group Ltd. & Vincent E. Lazar -- vlazar@jenner.com -- Jenner & Block LLP. MBF Clearing Corporation, Defendant, represented by Eric Neal Macey -- emacey@novackmacey.com -- Novack and Macey, LLP, Julie Ann Johnston-Ahlen -- jja@novackmacey.com -- Novack and Macey, LLP, Melvin A. Brosterman -- mbrosterman@stroock.com -- Stroock & Stroock & Lavan LLP, pro hac vice, Meredith L. Strauss, Stroock & Stroock & Lavan LLP, pro hac vice, Olivia St. Clair Long, Novack And Macey LLP & Quinlan D. Murphy, Stroock & Stroock & Lavan LLP, pro hac vice. 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. SOLBRIGHT GROUP: Incurs $2.89 Million Net Loss in 2nd Quarter ------------------------------------------------------------- Solbright Group, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $2.89 million on $3.29 million of net sales for the three months ended Nov. 30, 2017, compared to a net loss of $509,151 on $389,676 of net sales for the three months ended Nov. 30, 2016. For the six months ended Nov. 30, 2017, the Company reported a net loss of $6.70 million on $8.56 million of net sales compared to a net loss of $796,125 on $814,163 of net sales for the six months ended Nov. 30, 2016. As of Nov. 30, 2017, Solbright had $18.23 million in total assets, $9.84 million in total liabilities and $8.38 million in total stockholders' equity. As of Nov. 30, 2017, the Company had cash on hand of $22,300 and a working capital deficiency of $5,158,945, as compared to cash on hand of $469,845 and a working capital deficiency of $1,392,329 as of May 31, 2017. The increase in working capital deficiency is mainly due to an increase in accounts payable and accrued expenses, as well an increase in short-term convertible debt balances as a result of the amortization of debt discounts during the three months ended Nov. 30, 2017. "The Company has accumulated losses from inception through the period ended November 30, 2017 of approximately $53 million, as well as negative cash flows from operating activities. Presently, the Company does not have sufficient cash resources to meet its debt obligations in the twelve months following its fiscal year end of May 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management is in the process of evaluating various financing alternatives in order to finance the capital requirements of SES, as well as the needs of its existing Arkados subsidiary and general and administrative expenses. These alternatives include raising funds through public or private equity markets and either through institutional or retail investors. Although there is no assurance that the Company will be successful with its fund-raising initiatives, management believes that the Company will be able to secure the necessary financing as a result of ongoing financing discussions with third party investors and existing shareholders," as disclosed in the Form 10-Q. A full-text copy of the Quarterly Report is available for free at: https://is.gd/rxSkmW About Solbright Group Formerly known as Arkados Group, Inc., Solbright Group, Inc. -- http://www.arkadosgroup.com/-- is an industrial automation and energy management company providing Industrial Internet of Things (IoT) solutions that help commercial and industrial facilities increase efficiency and reduce cost. Headquartered in Newark, New Jersey, the Company delivers technology solutions for building and machine automation and energy conservation that complement its energy conservation services such as LED lighting retrofits, HVAC system retrofits and solar engineering, procurement and construction services. The company's focus is towards the development and commercialization of an Internet of Things software platform that supports Big Data applications that complement its energy management services. On Oct. 30, 2017, Arkados Group filed its Certificate of Amendment of the Certificate of Incorporation with the Secretary of State of the State of Delaware changing the name of the Company to "Solbright Group, Inc." The holders of a majority of the votes entitled to be cast by all the Company's outstanding shares adopted resolutions by written consent, in lieu of a meeting of stockholders, to amend the Company's Certificate of Incorporation to change its name to Solbright Group, Inc. to better reflect the business of the Company. On Nov. 3, 2017, the Company received notification from FINRA that as of Nov. 6, 2017, the new symbol of the Company will be "SBRT". The report from the Company's independent registered public accounting firm for the year ended May 31, 2017, includes an explanatory paragraph stating that the Company has incurred recurring operating losses and will have to obtain additional capital to sustain operations. RBSM LLP, in New York, said these conditions raise substantial doubt about the Company's ability to continue as a going concern. Arkados incurred a net loss of $3.34 million for the year ended May 31, 2017, following a net loss of $3.11 million for the year ended May 31, 2016. SOLID LANDINGS: Feb. 28 Hearing on Joint Liquidation Plan --------------------------------------------------------- Judge Catherine Bauer of the U.S. Bankruptcy Court for the Central District of California approved the disclosure statement describing the proposed joint plan of liquidation filed by Solid Landings Behavioral Health, Inc., and Its Affiliated Debtors, and the Joint Committee of Creditors Holding Unsecured Claims in Solid Landings Behavioral Health, Inc., EMS Toxicology, and Sure Haven, Inc., dated Nov. 1, 2017. Dec. 19, 2017, is fixed as the last day for the service of the Disclosure Statement, the Plan, the notice of hearing on the confirmation of the Plan, and the ballots with respect to acceptance or rejection of the Plan. Jan. 19, 2018, at 5:00 p.m. (prevailing Pacific time) is the last day and time for creditors entitled to vote on the Plan to return to the Committee’s counsel a ballot to accept or reject the Plan. Feb. 14, 2018, is the last day for creditors or other parties-in-interest to file and serve an objection to the confirmation of the Plan. Feb. 28, 2018 at 10:00 a.m. is fixed as the date and time for the hearing on the confirmation of the Joint Plan of Liquidation dated November 1, 2017. About Solid Landings Behavioral Health, Inc. Solid Landings Behavioral Health, Inc., and four affiliates sought Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 17-12213) on June 1, 2017, with a deal to sell substantially all assets to Alpine Pacific Capital, LLC, for $9.05 million, subject to overbid. The Debtors are providers of individualized 12-step and alternative treatment programs for people suffering from substance abuse and mental health disorders, with facilities located in California, Nevada, and Texas. The "Solid Landings" brand was created in 2009, when the Debtors' shareholders opened their first sober living residence in Costa Mesa, California, which residence was operated by Sure Haven. The debtor-affiliates are Cedar Creek Recovery, Inc., EMS Toxicology, Silver Rock Recovery and Sure Haven, Inc. Katie S. Goodman, the chief restructuring officer, signed the petitions. The Debtors disclosed $63,070 in assets and $10.87 million in liabilities as of the Petition Date. Judge Catherine E. Bauer presides over the case. The Debtors hired Levene, Neale, Bender, Yoo & Brill LLP as their bankruptcy counsel. Peter C. Anderson, U.S. Trustee for the Central District of California, on July 13 appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Solid Landings Behavioral Health, Inc. The Committee is represented by Michael I. Gottfried, Esq., and Roye Zur, Esq., at Landau Gottfried & Berger LLP, in Los Angeles, California. SOUTHWORTH CO: Expedited Sale of Agawam Property Okayed ------------------------------------------------------- Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts authorized Southworth Co.'s request for an expedited determination of its proposed sale of the real estate located at 265 Main Street, Agawam, Massachusetts, together with tangible and intangible personal property located at, and used in the operation of, the Debtor's Agawam plant to PCT Realty Ventures, LLC for $1,880,000, subject to higher and better offers. A hearing on the Motion is set for Jan. 18, 2018 at 1:00 p.m. The objection deadline is Jan. 18, 2018 at 9:00 a.m. The Debtor is ordered to provide a copy of the Motion and the Notice of Intended Public Sale to the U.S. Trustee, any creditor claiming an interest in the Property and their counsel, and the counsel to the creditors' committee. The service of all non-ECF participants must be made by telephone, fax, and/or e-mail. The Debtor is ordered to file a certificate of said service on Jan. 16, 2018 at 12:00 p.m. About Southworth Company Southworth Company is a privately owned Massachusetts Corporation organized in 1839 and headquartered in Agawam, Massachusetts. In 2006, Southworth acquired the Esleeck Paper Company in Turners Falls where it operates as Turners Falls Paper Company. The Madison Park Group, a greeting card and gift company based in Seattle, Washington, was acquired in 2012 and operates as a division of Southworth. Southworth has recently employed approximately 100 employees and has been engaged in the manufacture of specialty papers for baking and health care applications, envelopes and office paper, as well as greeting cards and gifts. Southworth Company filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-30817) on Sept. 27, 2017. The petition was signed by John S. Leness, its president. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Elizabeth D. Katz presides over the case. Joseph B. Collins, Esq., at Hendel & Collins P.C., in Springfield, Massachusetts, serves as bankruptcy counsel to the Debtor. The Debtor hired Doherty, Wallace, Pillsbury & Murphy P.C. as its special counsel. The official committee of unsecured creditors formed in the case retained Shatz, Schwartz and Fentin, P.C. as its bankruptcy counsel. SOUTHWORTH CO: Mohawk Fine Buying Two Die Cutters for $150K ----------------------------------------------------------- Southworth Co. filed a notice with the U.S. Bankruptcy Court for the District of Massachusetts of its proposed sale of two die cutters and related personal property to Mohawk Fine Papers, Inc., for $150,000. A hearing on the Motion, objections or higher offers is set for Feb. 15, 2016 at 11:00 a.m. The objection deadline is Feb. 9, 2018, at 4:30 p.m. The validity of the Debtor's title to the Die Cutters has been challenged by Web Die Cutters Etc., Inc., the Corporation that delivered the Die Cutters to the Debtor's place of business. To resolve that controversy, the Motion proposes to pay Web Die Cutters one-third of the proceeds from any sale of the Die Cutters in consideration for its release of any claim of ownership of the Die Cutters. The Debtor and the Buyer have entered into Equipment Purchase Agreement dated Jan. 10, 2018 for the sale and purchase of the equipment for $150,000, payable in cash. The Die Cutters will be sold free and clear of all liens, claims, and encumbrances. Any perfected, enforceable, valid liens will attach to the proceeds of the sale according to the priorities established under applicable law and the terms of the Equipment Purchase Agreement. If the Motion is allowed and a waiver of the stay set forth in MLBR 6004(h) is approved by the Court, the sale may take place within five business days following the entry of the Bankruptcy Court Order approving the Motion, unless a later date is agreed to by the parties. If a waiver of the stay set forth in MLBR 6004(h) is not approved by the Court, the sale may take place within five business days following the termination of the MLBR 6004(h) stay, unless a later date is agreed to by the parties. The terms of the proposed sale are more particularly described in the Motion filed with the Court on Jan. 10, 2018 and the APA attached thereto. The Motion and APA are available at no charge from the Counsel for the Debtor and have been served on all parties receiving the Notice. Through the Notice, higher offers for the purchase of the Die Cutters are solicited. Any offer must be accompanied by a cash deposit of $7,500 made payable to "Hendel & Collins, P.C., as attorneys for Southworth Co." Higher offers must be on the same terms and conditions provided in the APA, other than the deposit and the Purchase Price. Any higher offer must be at least $7,500 more than the Purchase Price. The Purchaser: MOHAWK FINE PAPERS, INC. 465 Saratoga Street Cohoes, NY About Southworth Company Southworth Company is a privately owned Massachusetts Corporation organized in 1839 and headquartered in Agawam, Massachusetts. In 2006, Southworth acquired the Esleeck Paper Company in Turners Falls where it operates as Turners Falls Paper Company. The Madison Park Group, a greeting card and gift company based in Seattle, Washington, was acquired in 2012 and operates as a division of Southworth. Southworth has recently employed approximately 100 employees and has been engaged in the manufacture of specialty papers for baking and health care applications, envelopes and office paper, as well as greeting cards and gifts. Southworth Company filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-30817) on Sept. 27, 2017. The petition was signed by John S. Leness, its president. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Elizabeth D. Katz presides over the case. Joseph B. Collins, Esq., at Hendel & Collins P.C., in Springfield, Massachusetts, serves as counsel to the Debtor. Doherty, Wallace, Pillsbury & Murphy P.C. is the Debtor's special counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Shatz, Schwartz and Fentin, P.C. as its bankruptcy counsel. SPECTRUM HEALTHCARE: PCO Reports Fluctuating Census at Derby ------------------------------------------------------------ Nancy Shaffer, the patient care ombudsman for Spectrum Health Care LLC and affiliates, filed with the U.S. Bankruptcy Court for the District of Connecticut a report regarding the quality of patient care provided by Spectrum Healthcare Derby, LLC, Spectrum Healthcare Hartford, and Spectrum Healthcare Manchester to their residents. The PCO reports that the census at Spectrum Derby was 102/120 at last visit on Dec. 8, 2017. The census has fluctuated over time, dropping as low as 96 in July 2017, and increasing to a high of 117 in March 2017 (this high due in large part to temporary care of resident evacuees from another Connecticut nursing home). In late October 2017, a new full-time nursing home administrator was employed, Mr. Doug Melanson. Mr. Melanson was previously the administrator of the Spectrum Hartford home so is familiar with corporate policies and procedures. Some other staff changes include the new Director of Nursing Services, Ms. Dee Dee Norris, who was formerly this home's Assistant Director of Nursing. The Hartford home, Park Place, remains in receivership under Mr. Jonathan Nagle. There is a new administrator since the last report to the Court as well as a new social worker. All other major staff members remain in place. The census has rebounded somewhat since the receivership order. In particular, this rebound may be the result of the wind-down and resident transfers from another skilled nursing home in the Hartford area. There are currently 120 individuals residing at this home. Residents and their families remain hopeful that the facility will be purchased and under new ownership soon so that they do not have to relocate. The Spectrum home in Manchester, Connecticut is comprised of the Crestfield skilled nursing facility with 95 licensed beds and the Fenwood rest home with nursing supervision with 60 licensed beds. The current census at Crestfield remains stable at 78 residents. Fenwood has a slightly decreased census from the last sixty-day report with 26 residents in-house. Each section of the campus continues to present clean and well-kept. There have not been any complaints to the Ombudsman Program during this past reporting period. The PCO and the Regional Ombudsmen will continue to monitor the quality of care and services provided to the residents of this facility and will report any changes to the Court throughout the bankruptcy reorganization. A full-text copy of the PCO's Report dated Jan. 2, 2018 is available at: http://bankrupt.com/misc/ctb16-21635-676.pdf About Spectrum Healthcare Spectrum Healthcare LLC is a nursing home operator, owning six nursing facilities have 716 beds and employing 725 people. Spectrum Healthcare LLC and its affiliates previously filed Chapter 11 petitions (Bankr. D. Conn. Lead Case No. 12-22206) on Sept. 10, 2012. Spectrum Healthcare, LLC, and its affiliates again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos. 16-21635 to 16-21639) on Oct. 6, 2016. The petitions were signed by Sean Murphy, chief financial officer. Spectrum Healthcare, LLC, disclosed $282,369 in assets and estimated less than $1 million in liabilities. Affiliate Spectrum Healthcare Derby disclosed $2,068,467 in assets and estimated less than $10 million in debt. The Debtors are represented by Elizabeth J. Austin, Esq., Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley, LLC. Blum, Shapiro & Co., P.C., serves as their accountant and financial advisor. William K. Harrington, the U.S. Trustee for the District of Connecticut, appointed Nancy Shaffer, M.A., a member of the Connecticut Long Term Care Ombudsman's Office, as the Patient Care Ombudsman for the Debtors. SPORTS ZONE: $900K Bid to Open Jan. 25 Auction of All Assets ------------------------------------------------------------ Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland authorized the bidding procedures of The Sports Zone, Inc., and its debtor-affiliates, and their Asset Purchase Agreement with New Legacy 900, Inc. in connection with the sale of substantially all their assets for $900,000, subject to overbid. The Breakup Fee is approved and allowed as an administrative expense of the Debtors and the Debtors' estates under Section 503 of the Bankruptcy Code. In the event that payment of the Breakup Fee is triggered, under the terms of the Asset Purchase Agreement or otherwise, the Breakup Fee will be paid in the event of the Sale of all or any part of the Acquired Assets to any party other than the Purchaser, from the proceeds of such Sale, at the closing of such Sale. The Sale Notice attached to the Motion is approved. The deadline for submitting a Qualified Bid in accordance with the Bidding Procedures will be January 19, 2018 at 5:00 p.m. (ET). Unless the Debtors receive an additional Qualified Bid, they will not hold an Auction, and the Purchaser will be named the Successful Bidder. The Debtors will file a list of Qualified Bids on Jan. 22, 2018. The minimum bid has value to the Debtors that is greater than or equal to (i) the $900,000 consideration provided by the Purchaser, plus (ii) $25,000 Breakup Fee, plus (iii) $10,000 Initial Overbid. Bidders are required to make a good faith deposit in the amount of $50,000. If the Debtors receive an additional Qualified Bid, the Debtors will conduct the Auction on Jan. 25, 2018, at 10:00 a.m. (ET) at the offices of McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A., 6411 Ivy Lane, Suite 200, Greenbelt, Maryland, or such later time or such other place as the Debtors will designate in a subsequent notice to all Qualified Bidders. Succeeding bids will be $10,000 higher. Nike USA, Inc. agrees that it will not credit bid at the auction. No other creditor will be entitled to credit bid at the Auction. Within two business days after entry of the Order, the Debtors will serve notice of the Bid Deadline and the Auction upon all Notice Parties. As soon as practicable following the determination of the Successful Bid, the Debtors will file a notice with the Court identifying the Successful Bidder. The Assumption and Assignment Procedures are approved. Within five business days after entry of the Order, the Debtors will file the Cure Notice with the Court and serve such Cure Notice on the non-debtor counterparties to the Designated Contracts. The Cure Notice is approved. The Debtors reserve the right to amend, modify, or supplement the Cure Notice. Any objection to the assumption and assignment of any Designated Contract identified on the Cure Notice must be filed no later than 5:00 p.m. (ET) on the date that is 14 days after the filing of the Cure Notice. The Sale Hearing will be held on Jan. 30, 2018 at 10:00 a.m. (ET). The Order will be effective immediately upon entry, and any stay of orders provided for in Bankruptcy Rules 6004 or 6006 or any other provision of the Bankruptcy Code or Bankruptcy Rules is expressly lifted. The Debtors are not subject to any stay in the implementation, enforcement or realization of the relief granted in the Order, and except as directed by the Court in the Order, may in their discretion and without further delay take any action and perform any act authorized under the Order. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Sports_Zone_86_Order.pdf About The Sports Zone The Sports Zone, Inc., doing business Sports Zone and Sports Zone Elite -- https://sportszoneelite.com -- operates retail stores in Washington, Maryland, and Virginia selling footwear, apparel and accessories. Based in Beltsville, Maryland, the company offers brands like Adidas, New Balance, and The North Face. The company is 100% owned by Michael Syag. Sports Zone, Inc., sought Chapter 11 protection (Bankr. D. Md. Case No. 17-26758) on Dec. 15, 2017. The Debtor estimated assets of $500,000 to $1 million and debt of $1 million to $10 million. Michael Dahan, chief executive officer, signed the petition. On Dec. 21, 2017, its subsidiaries, The Zone 220, LLC; Sports Zone of Hechinger, LLC; The Zone 450, LLC; The Zone 600, LLC; The Zone 620, LLC; Zone of DC USA, LLC; The Zone 700, LLC; The Zone 870, LLC; and The Zone 999, LLC, each filed a voluntary petition for bankruptcy relief and protection under chapter 11 of the Bankruptcy Code. Each of the Subsidiary Debtors is 100% of owned by The Sports Zone. The Debtors have sought joint administration of the Chapter 11 cases. Judge Thomas J. Catliota is the case judge. The Debtors tapped Justin Philip Fasano, Esq., and Janet M. Nesse, Esq., at McNamee Hosea, as counsel. SQUARE ONE: Xin Sheng Xie Buying Gainesville Property for $1.6M --------------------------------------------------------------- Square One Burgers Prop Co., LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize it enter into a commercial contract with Xin Sheng Xie in connection with the sale of real property located at 3105 SW 34th Street, Gainesville, Florida, together with its furniture, fixtures and restaurant equipment, for $1,550,000. The Debtor owns Property which is encumbered by a first mortgage lien in favor of Steams Bank in the amount of $1,636,099. The Property was formerly the site of a Square 1 Burger and Bar restaurant which is now closed. The Restaurant was operated by Square One Gainesville, LLC. On Jan. 9, 2018, the Debtor received the Sale Contract from the Purchaser which contemplates that Debtor will sell the Property to Purchaser, together with its furniture, fixtures and restaurant equipment, for a total purchase price of $1,550,000, free and clear of all liens, claims, encumbrances and interests of any kind. The Sale Contract provides that the Purchaser will deposit $25,000 into an escrow account upon receipt of the fully executed Sale Contract, which will become nonrefundable after the due diligence period. It further provides the closing date for the purchase of the Property will be on or before the date which is 10 days after the expiration of the due diligence period, which the Sale Contract describes would expire 30 days from the date of the final signature on the agreement. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Square_One_311_Sales.pdf The Debtor asks authorization to sell the Property to the Purchaser in accordance with the terms of the Sale Contract, with any liens on the Property to attach to the sale proceeds, and further asks authorization to pay the all costs in connection with the such sale, including real estate commissions, escrow fees, recording costs, special assessments and title insurance premiums. In addition, the Debtor asks authorization to hold the net proceeds from the sale of the Property in escrow pending further order of the Court. The Purchaser: Xin Sheng Xie 1218 Shelter Rock Rd. Orlando, FL 32835 Telephone: (407) 267-1518 E-mail: zoeyxf@hotmail.com About Square One Development Headquartered in Tampa, Florida, Square One Development, LLC, is a multi-member Florida limited liability company formed on April 6, 2010. It owns a group of 12 related entities including eight gourmet burger restaurants with operations in West Central Florida. Square One Development and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Lead Case No. 17-03846) on June 9, 2017. The petitions were signed by William Milner, its manager. Square One Winter Park, LLC, an affiliate, estimated its assets and liabilities between $1 million and $10 million. Latham, Shuker, Eden & Beaudine, LLP, is serving as bankruptcy counsel to the Debtor. SRA MANAGEMENT: Jan. 31, 2018 Proof of Claim Deadline Set --------------------------------------------------------- IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA Securities and Exchange Commission v. Bivona, et al., Case No. 3:16-CV-1386-EMC SUMMARY NOTICE OF DEADLINE FOR INVESTORS AND CREDITORS TO FILE PROOFS OF CLAIM IN THE SRA FUNDS RECEIVERSHIP ACTION To: All persons who are currently invested in one or more of the following investment funds (collectively, the "Receivership Funds"): 1) SRA I LLC; 2) SRA II LLC; 3) SRA III LLC; 4) NYPA Fund I LLC; 5) NYPA Fund II LLC; 6) Felix Multi-Opportunity Fund I LLC; and 7) Felix Multi-Opportunity Fund II LLC. To: All persons who are creditors of one or more of the following entities (collectively, the "Receivership Entities"): 1) SRA Management Associates, LLC; 2) FMOF Management Associates, LLC; 3) NYPA Management Associates, LLC; 4) Clear Sailing Group IV, LLC; 5) Clear Sailing Group V, LLC; and 6) One or more of the Receivership Funds. YOU ARE HEREBY NOTIFIED, that the United States District Court for the Northern District of California has set a deadline for all persons who are investors in one or more of the Receivership Funds or creditors or one or more of the Receivership Entities to file proofs of claim in the SEC v. Bivona receivership action. If you have any interest in one or more of the Receivership Funds or Receivership Entities, either as an investor or creditor, you must submit a proof of claim to the Receiver on or before January 31, 2018. If you do not submit completed proof of claim form by Jan. 31, 2018, you will be forever barred from asserting any claim against the Receivership Funds and Receivership Entities and you will not be eligible to receive any distributions from the Receivership. If you have not already received a Proof of Claim from the Receiver, go to shrwood.com/saddleriver or e-mail the agent of the Receiver at: SRAClaimsProcessing@JNDLA.com. If you have already submitted a claim, there is no need to submit another in response to this advertisement. PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE REGARDING THIS NOTICE. If you have any questions about this Notice, please contact the Receiver at the e-mail address listed above or by telephone at (650) 329-9996. By Order of the Court, United States District Court, Northern District of California SS&C TECHNOLOGIES: Moody's Affirms Ba3 CFR; Outlook Negative ------------------------------------------------------------ Moody's Investors Service affirmed SS&C Technologies Holdings, Inc.'s ("SS&C") Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of Default Rating (PDR), and the Ba2 and B2 ratings for its senior secured credit facilities and senior unsecured notes, respectively. The ratings outlook was changed to negative from stable. The rating action follows SS&C's announcement that it plans to acquire DST Systems, Inc. (DST) for approximately $5.4 billion in cash, which will result in a significant increase in debt and execution risk. The acquisition is subject to regulatory and shareholder approvals and is expected to close in the second or third quarter of 2018. Moody's ratings are subject to the final terms of financing, including the potential equity offering to finance a portion of the purchase price for the acquisition. As part of the rating action, Moody's also affirmed SS&C's SGL-1 speculative grade liquidity rating. RATINGS RATIONALE The negative ratings outlook reflects SS&C's elevated execution risk and financial leverage over the next 12 to 18 months. The combination with DST will enhance SS&C's operating scale with revenues approaching $4 billion and diversify end markets beyond its traditional alternative and institutional asset managers customer base. Management expects to realize at least $150 million of annual run-rate cost savings by 2020. Notwithstanding the strategic merits of the combination, the acquisition of DST will be the largest in SS&C's history and will entail significant execution risks in integrating a combined workforce of over 25,000 employees and the large back office operations that provide mission-critical services to customers. Moody's estimates that SS&C's debt will increase by over $5 billion and pro forma for the acquisition, total debt to EBITDA will exceed 6x (Moody's adjusted, including stock based compensation and capitalized operating leases), assuming that at least $500 million of the purchase price is financed with equity. The DST acquisition will be dilutive to SS&C's EBITDA margins despite the cost synergies. This reflects the highly competitive operating environment for DST's services and its inherently lower-margins from business process outsourcing services, relative to SS&C's solid profitability from its operating efficiencies and the stronger mix of software products and software-enabled services. Moody's also expects DST's organic revenue growth to be muted relative to SS&C's legacy operations in the next 12 to 18 months. The affirmation of the Ba3 CFR reflects SS&C's stronger business profile resulting from the proposed acquisition. SS&C's execution risks are tempered by management's strong track record of deleveraging after acquisitions, integrating prior acquisitions of products as well as business process outsourcing companies, and growing the profitability of acquired assets. The Ba3 rating additionally considers the large share of revenues from recurring, transactions-based services for the combined companies. Although initial leverage will be very high, Moody's expects SS&C's leverage to decline to the low 4x in 2020 from a combination of EBITDA growth at legacy SS&C's operations, cost synergies and accelerated debt repayment, and generate annual free cash flow of approximately mid single digit percentages of total adjusted debt in the first 12 months after the acquisition. The debt incurrence limitations in SS&C's credit facilities and senior notes indenture will require amendments or refinancing of the outstanding debt. Moody's will withdraw the ratings on the existing senior notes and credit facilities if the existing debts are refinanced. To the extent that existing senior secured bank facilities and senior notes remain outstanding, their ratings could be affected by the mix of debt classes in the final capital structure. The SGL-1 rating is supported by SS&C's very good liquidity comprising cash balances, availability under its existing revolving credit facility and expected free cash flow of approximately $400 million (before the DST acquisition). The SGL rating does not consider the new capital structure and could be revised based on the terms of new debt. Moody's could downgrade SS&C's ratings if revenues of the combined companies decline, total debt to EBITDA (Moody's adjusted) does not decline and is expected to remain above 5x, or free cash flow falls to the low single digit percentages of total adjusted debt for an extended period of time. The rating could be upgraded if the company establishes a track record of conservative financial policies, including lower financial risk tolerance, earnings growth is strong and Moody's believes that SS&C will sustain total debt to EBITDA (Moody's adjusted) below 4x, including capacity to fund moderate size acquisitions. Affirmations: Issuer: SS&C Technologies Holdings, Inc. -- Corporate Family Rating, Affirmed Ba3 -- Probability of Default Rating, Affirmed Ba3-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-1 -- Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD5 from LGD6) Issuer: SS&C European Holdings S.a.r.l. -- Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3) Issuer: SS&C Technologies Holdings Europe S.a.r.l. -- Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3) Issuer: SS&C Technologies, Inc. -- Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3) Outlook Actions: Issuer: SS&C European Holdings S.a.r.l. -- Outlook, changed to Negative from Stable Issuer: SS&C Technologies Holdings Europe S.a.r.l. -- Outlook, changed to Negative from Stable Issuer: SS&C Technologies Holdings, Inc. -- Outlook, changed to Negative from Stable Issuer: SS&C Technologies, Inc. -- Outlook, changed to Negative from Stable. SS&C is a leading provider of software and software-enabled services to over 11,000 clients in the financial services industry. The principal methodology used in these ratings was Software Industry published in December 2015. STOLLINGS TRUCKING: Brewer Buying Five Vehicles for $21K -------------------------------------------------------- Stollings Trucking Co., Inc., asks the U.S. Bankruptcy Court for the Southern District of West Virginia to authorize the sale of (i) 2012 F250 Truck, SN 28097 for $3,500; (ii) 2009 GMC, SN 0691, for $2,000; (iii) 2011 GMC 1500 Series, SN 128527, for $7,000; (iv) 2005 F650 Truck, SN 149868, for $7,000; ad (v) 2002 Envoy, SN 251834, for $1,000 to Charles Brewer. The vehicles, except the 2011 GMC 1500 Series, need repairs. The vehicles are subject to liens in favor of the West Virginia State Tax Department and the Internal Revenue Service of the United States of America. These vehicles represent all of the remaining vehicles and equipment of the Debtor, with the exception of equipment in the possession of Continuum Coal, the ownership which is disputed. The Debtor asks authority for the sale of the vehicles to the Buyer for the total consideration of $20,500. The sale will be free and clear of liens with liens to attach to the proceeds. Any party interested in submitting an upset bid should file a Notice of Upset Bid with counsel for the Debtor, the counsel for the taxing authorities, and the Office of the U.S. Trustee, as well as the counsel for the Unsecured Creditors Committee. Any upset bid will be in increments of at least $1,000 more than the proposed sale price of each unit. All upset bids or objections will be filed by Jan. 31, 2018. It is in the best interest of the Debtor and the Debtor's estate for the Debtor to sell this property. The Purchaser: Charles Brewer 108 Daffodill Drive Dingess, WV 25671 About Stollings Trucking Stollings Trucking Company, Inc., began its operations in 1990. Throughout the years, it both hauled coal and mined coal for its own profit. As it grew, it acquired more equipment and rolling stock. Stollings also obtained mining permits on property in Logan County, West Virginia, and was a party to coal leases. Stollings Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 15-20624) on Dec. 7, 2015. Rhonda Marcum, president, signed the petition. The Debtor estimated assets and liabilities of $1 million to $10 million. Judge Frank W. Volk presides over the case. Joseph W. Caaldwell, Esq., at Caldwell & Riffee, in Charleston, WV, is serving as counsel to the Debtor. TOLL BROTHERS: Moody's Rates Proposed $300MM Unsecured Notes Ba1 ---------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Toll Brothers Finance Corp.'s proposed $300 million of senior unsecured notes due 2028, proceeds of which will be used for general corporate purposes, including the repayment of debt. Toll Brothers, Inc.'s Ba1 corporate family rating, Ba1-PD probability of default rating, and SGL-2 speculative grade liquidity rating and Toll Brothers Finance Corp.'s Ba1 rating on existing senior unsecured notes remain unchanged. Rating outlook remains unchanged at stable. Toll Brothers Finance Corp. is the issuing entity for the senior unsecured notes of Toll Brothers, Inc. ("Toll"). The proposed new senior unsecured notes as well as the existing issues of senior unsecured notes are guaranteed both by Toll and by the latter's principal operating subsidiaries. The proposed new notes are pari passu with the existing senior unsecured notes. The company's adjusted homebuilding debt to book capitalization ratio will increase to approximately 43.2%, up from about 41% at October 31, 2017, pro forma for the $300 million note offering and Moody's standard adjustments. The following rating actions were taken: Issuer: Toll Brothers Finance Corp.: Proposed $300 million of senior unsecured notes due 2028, assigned Ba1( LGD4) Existing backed senior unsecured notes, unchanged at Ba1 (LGD4) Senior Unsecured Shelf, unchanged at (P)Ba1 Rating outlook is unchanged at stable. Issuer: Toll Brothers, Inc.: Corporate family rating, unchanged at Ba1; Probability of default rating, unchanged at Ba1-PD; Speculative grade liquidity assessment, unchanged at SGL-2; Rating outlook is unchanged at stable. RATINGS RATIONALE The Ba1 Corporate Family Rating incorporates Toll's consistent ability to stay ahead of evolving demographics and, as a result, the company is one of the most adaptable of the US homebuilders. In addition, the rating reflects Toll's leadership position in its upper-end homebuilding niche and an ability to greatly restrict, or even shut off entirely, its land spend for relatively long periods of time without incurring the need to race to catch up when the market turns. This latter operating feature enables the company generally to control how much GAAP cash flow it wishes to generate or even whether it wishes this figure to be positive or not. Having the best known brand name in the industry and a low cost land base are other key strengths. However, the ratings also consider the additional risk in the company's business profile associated with the more volatile and capital intensive high-rise and high-density midrise business and with its investments in the apartment construction and development business, although the company lays off some of the financial risks through use of joint ventures. While building luxury high rise towers in the metropolitan New York City area has been an important contributor to Toll's strong earnings performance in recent years, a slowdown in the metro area's economy -- whether from a Wall Street pause, foreign buyers retrenching, or a general economic decline -- could leave the company with large investments generating little return and requiring sizable write-downs, which occurred during the last real estate downturn. In addition, increasing share buy-backs may limit deleveraging for Toll in fiscal 2018 despite improving business fundamentals. The stable rating outlook reflects Moody's expectation that Toll will maintain good liquidity and preserve tight fiscal discipline with regard to its high-rise and high-density mid-rise business, to its Gibraltar Capital business, and to its investments in the apartment construction and development business. Additionally, Moody's expect that the company will continue generating healthy revenue and net income growth over the next year and continue generating credit metrics that are supportive of the Ba1 rating. Factors that could merit upgrade consideration include the following: 1) gross debt to capitalization in the low 30% range, 2) EBIT interest coverage close to 10x, 3) total revenues and net income steadily migrating towards pre-recession highs, and 4) a clearly and unambiguously stated desire to attain and maintain an Investment Grade rating. Factors that could lead to a downgrade include: 1) debt leverage rising and remaining above 50%, 2) cash flow from operations becoming increasingly negative, 3) liquidity becoming weakened, and 4) if the economy were to enter a downturn, and revenues and net income began declining. Toll's Speculative Grade Liquidity Rating of SGL-2 indicates that its liquidity position for the next 12-18 months will be good. As of October 31, 2017, the company had about $713 million of unrestricted cash and equivalents. Also as of the same date, its $1.295 billion unsecured revolver due May 19, 2021 had zero drawn and $140.1 million of outstanding letters of credit. (The drawings under the revolver that may be paid with proceeds of the proposed note issue were made after October 31. 2017.) The revolver has an accordion feature that can increase the revolver to $2 billion. In addition, Moody's expects Toll to be nicely cash flow positive in fiscal 2018 as it continues to moderate the growth in its land spend. As of October 31, 2017, the company was in compliance with the four financial covenants in its bank credit agreement, including maximum debt leverage, borrowing base, tangible net worth, and mortgage securities liability ratio, and Moody's believe that it will be easily in compliance for the next 12 to 18 months. The principal methodology used in this rating was Homebuilding And Property Development Industry published in April 2015. Toll Brothers, Inc. is the nation's leading builder of luxury homes. The company began business in 1967 and became a public company in 1986. Toll serves move-up, empty-nester, active-adult, and second-home buyers and operates in 20 states. The company builds an array of luxury residential single-family detached, attached home, master planned resort-style golf, and urban low-, mid-, and high-rise communities, principally on land it develops and improves. Toll also operates its own architectural, engineering, mortgage, title, land development and land sale, golf course development and management, home security, and landscape subsidiaries. The company also operates its own lumber distribution, house component assembly, and manufacturing operations. Through its Gibraltar Capital and Asset Management joint venture, Toll provides builders and developers with land banking and joint venture capital. The company acquires and develops commercial and apartment properties through Toll Brothers Apartment Living, Toll Brothers Campus Living, and the affiliated Toll Brothers Realty Trust, and develops urban low-, mid-, and high-rise for-sale condominiums through Toll Brothers City Living. Revenues and net income for the 2017 fiscal year that ended October 31, 2017 were $5.8 billion and $535.5 million, respectively. TOLL BROTHERS: S&P Rates New Senior Unsecured Notes 'BB+' --------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Toll Brothers Finance Corp.'s proposed senior unsecured notes due 2028. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%, rounded estimate: 65%) recovery in the event of payment default. S&P expects the company to use proceeds from the issuance for general corporate purposes, which may include terming out some short-term borrowings. S&P's rating on Toll Brothers reflects the company's leading position in the fragmented, cyclical U.S. luxury housing market, as well as credit measures that are commensurate with the rating pro forma for this notes issuance, with year-end 2017 debt to EBITDA of about 3x and debt to capital of 40%. Ratings List Toll Brothers Finance Corp. Corporate Credit Rating BB+/Stable/-- New Rating Toll Brothers Finance Corp. Sr unsecured notes due 2028 BB+ Recovery Rating 3(65%) TOWER PROPERTIES: Taps Robert L. Marrero as Legal Counsel --------------------------------------------------------- Tower Properties, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Robert L. Marrero, LLC, as its legal counsel. The firm will advise the Debtor regarding the administration of its bankruptcy estate; 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: Robert Marrero, Esq. $350 Associates $150 - $250 Law Clerks $75 - $125 Paralegals $65 - $95 Robert Marrero, Esq., disclosed in a court filing that he does not hold any interest adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Robert L. Marrero, Esq. Robert L. Marrero, LLC 401 Whitney Avenue, Suite 126 Gretna, LA 70056 Tel: 504-366-8025 / 504-535-7813 Fax: 504-366-8026 About Tower Properties Tower Properties, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-11909) on July 20, 2017. James M. Dyess, president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Judge Elizabeth W. Magner presides over the case. Robert L. Marrero, LLC, is the Debtor's counsel. TRANSWORLD SYSTEMS: S&P Cuts CCR to 'CCC-' on Contract Loss ----------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Chicago-based Transworld Systems Inc. to 'CCC-' from 'CCC'. The outlook is stable. S&P said, "At the same time, we lowered the issue ratings on TSI's senior secured notes to 'C' from 'CCC-' and revised the recovery rating to '6' from '5'. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%; rounded estimate: 5%) in the event of a payment default." The downgrade reflects the loss of the sizeable DoE collection contract in January 2018 combined with deterioration in the company's liquidity profile making a distressed exchange or redemption appear almost inevitable in the coming months. While S&P believes the collections contract with the DoE will be protested, it believes the likelihood of TSI obtaining this contract is low given that the company was not selected as a winner in the latest re-bid in which the DoE selected only two companies out of about 40 bidders. In addition, the reevaluation was intended to clarify and correct any errors that were made in the initial process, which could make challenging the decision difficult. The negative outlook on the company reflects the likelihood that a default, distressed exchange, or redemption appears to be inevitable in the coming months, absent an unanticipated significantly favorable change in the company's circumstances. S&P said could lower the rating to 'CC' if it expects default to be a virtual certainty, which would likely be the result of an announced interest payment miss or distressed exchange. Although unlikely, S&P could raise the rating if the company is able to improve its liquidity position such that the company does not face a near-term credit or payment crisis, which would most likely result from the re-awarding of the DoE debt collection contract. TRE AMICI: $190K Sale of Assets to TMG Approved ----------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida authorized Tre Amici Leasing, LLC's sale of assets to Transportation Management Group, LLC, for $10,000, plus the assumption of approximately $180,000 of secured indebtedness owed to Ford Motor Credit, Mercedes-Benz Credit and Achieva Credit Union, subject to the receipt of a greater offer, or objection to the proposed sale within 14 days of the entry of the Order. A hearing on the Motion was held on Jan. 5, 2018. A hearing to consider any competing bids, to approve the Debtor's proposed sale and to consider the Rinaldo's Motion to Convert or Dismiss will be held on Jan. 25, 2018, at 1:30 p.m. The Bankruptcy Estate will realize at least $9,500 of net proceeds from any sale conducted pursuant to the Order. About Tre Amici Leasing Tre Amici Leasing, LLC, and J A R R, Inc., operate a personal transportation service, which consists of a traditional taxi service as well as contract work for Pasco County Public Transportation (PCPT). They collectively operate as Signature Car Service. Tre Amici Leasing and J A R R sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 17-05123) on June 13, 2017. At the time of the filing, both debtors estimated assets of less than $100,000 and liabilities of less than $1 million. Joel S. Treuhaft, Esq., at Palm Harbor Law Group, P.A., serves as the Debtors' legal counsel. On Oct. 24, 2017, the Debtor filed its Disclosure Statement and Plan of Liquidation. TRICO GROUP: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Ohio-based auto supplier Trico Group LLC. The outlook is stable. S&P said, "At the same time, we assigned our 'BB-' issue-level rating and '1' recovery rating to the company's $80 million ABL revolver. The '1' recovery rating indicates our expectation that the debtholders would realize very high recovery (90%-100%; rounded estimate: 95%) in the event of a payment default. "In addition, we assigned our 'B' issue-level rating and '4' recovery rating to the company's $425 million first-lien term loan. The '4' recovery rating indicates our expectation that the debtholders would realize average recovery (30%-50%; rounded estimate: 40%) in the event of a payment default." Trico plans to separate from Crowne's OEM business and refinance most of the company's existing debt. Trico will also retain Crowne's automotive aftermarket business, which includes its leading brands for wiper blades, fuel pumps, and gas springs. S&P's rating on Trico reflects that the company operates in an intensely competitive industry and that it will carry a substantial level of debt pro forma for the refinancing, among other things. S&P said, "The stable outlook on Trico reflects our belief that the company's debt-to-EBITDA will remain below 6.0x while it generates positive FOCF on a sustained basis. At the same time, we expect the company to strengthen its market share, maintain its margin gains, and continue to improve its logistical efficiencies with its key customers. "We could lower our ratings on Trico during the next twelve months if competitive pressures weaken the company's financial results or if its makes strategic and operational missteps that increase its leverage substantially above 6.0x and reduce its FOCF generation toward breakeven. "Although unlikely, we could raise our ratings on Trico during the next twelve months if the company continues to strengthen its position in the aftermarket by maintaining consistent operational execution as a carve-out and expanding its EBITDA margins. We believe it will take more than twelve months to develop a track record of improved performance. Moreover, for an upgrade we would expect the company to reduce its debt-to-EBITDA ratio to below 5.0x and increase its FOCF-to-debt ratio to more than 5% on a sustained basis." UNIVERSAL LAND: Proposes an Auction of Livestock & Frozen Genetics ------------------------------------------------------------------ Universal Land & Livestock, LLC, asks the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the sale of personal property assets which include a multi breed cow herd and frozen genetics at auction. The Debtor is retaining Lowderman Auction & Real Estate to conduct and hold an auction of the Livestock and Frozen Genetics and will be filing an Application to Employ Auctioneer. The Auction and marketing will be at the Auctioneer's discretion with timely advertising. The estimated advertising budget will be $80,000 which will be prorated between the sale of the Livestock and Frozen Genetics, farm machinery and equipment of the Debtor, as well as assets belonging to Mark and Jame Krieger and Krieger Farms. The Auction is expected to be held in March 2018. First Financial Bank is the only lienholder with respect to the Livestock and Frozen Genetics. Pursuant to the Motion, the Debtor proposes to sell the Livestock and Frozen Genetics free and clear of any liens and claims of any and every kind or nature whatsoever to the Buyer. It believes the sale of the Livestock and Frozen Genetics is in the best interest of the estate and creditors, and the sale will help the Debtors cover living and farming expenses. The Debtor, with the assistance of the Auctioneer and the cooperation of all creditors, will take extensive efforts to contact all known possible parties that might be interested in purchasing the Livestock and Frozen Genetics at the Auction. The Debtor asks that if no objections are filed or pending at the time of hearing on the Motion, that the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. About Universal Land Universal Land & Livestock, LLC, owns and operates a cattle-fishing operation located in Vermillion County, Indiana. The cattle finishing business includes a cow/calf operation in house breeding, and finishing cattle off to market weight fats. The Company owns 3,800 acres of farm ground located in Vermillion County, Indiana; Vigo County, Indiana; and Edgar County, Illinois. Universal Land filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 17-80750) on Nov. 9, 2017, estimating its assets and debt at between $10 million and $50 million. Peter Krieger, partner, signed the petition. Judge Jeffrey J. Graham presides over the case. John Joseph Allman, Esq., and David R. Krebs, Esq., at Hester Baker Krebs LLC, serves as the Debtor's bankruptcy counsel. UNIVERSAL LAND: Proposes Auction of Equipment --------------------------------------------- Universal Land & Livestock, LLC, asks the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the sale of personal property assets which includes farm machinery and equipment at auction. The Debtor is retaining Lowderman Auction & Real Estate to conduct and hold an auction of the Equipment and will be filing an Application to Employ Auctioneer. The Auction and marketing will be at the Auctioneer's discretion with timely advertising. The estimated advertising budget will be $80,000 which will be prorated between the sale of the Equipment, livestock and frozen genetics, and real estate owned by the Debtor, as well as assets belonging to Mark and Jame Krieger and Krieger Farms. The Auction is expected to be held in March 2018. First Financial Bank is the only lienholder with respect to the Equipment. Pursuant to the Motion, the Debtor proposes to sell the Equipment free and clear of any liens and claims of any and every kind or nature whatsoever to the Buyer. It believes the sale of the Equipment is in the best interest of the estate and creditors, and the sale will help the Debtors cover living and farming expenses. The Debtor, with the assistance of the Auctioneer and the cooperation of all creditors, will take extensive efforts to contact all known possible parties that might be interested in purchasing the Equipment at the Auction. The Debtor asks that if no objections are filed or pending at the time of hearing on the Motion, that the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. About Universal Land Universal Land & Livestock, LLC, owns and operates a cattle-fishing operation located in Vermillion County, Indiana. The cattle finishing business includes a cow/calf operation in house breeding, and finishing cattle off to market weight fats. The Company owns 3,800 acres of farm ground located in Vermillion County, Indiana; Vigo County, Indiana; and Edgar County, Illinois. Universal Land filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 17-80750) on Nov. 9, 2017, estimating its assets and debt at between $10 million and $50 million. The petition was signed by Peter Krieger, partner. Judge Jeffrey J. Graham presides over the case. John Joseph Allman, Esq., and David R. Krebs, Esq., at Hester Baker Krebs LLC, serves as the Debtor's bankruptcy counsel. UNIVERSAL LAND: Proposes Vermillion & Vigo Properties Auction ------------------------------------------------------------- Universal Land & Livestock, LLC, asks the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the sale of a portion of its real property located in Vermillion and Vigo Counties, Indiana, consisting of approximately 2,330 acres at auction. The Debtor is retaining Lowderman Auction & Real Estate to conduct and hold an auction of the Real Estate and will be filing an Application to Employ Auctioneer. The Auction and marketing will be at the Auctioneer's discretion with timely advertising. The estimated advertising budget will be $80,000 which will be prorated between the sale of the equipment, livestock and frozen genetics of the Debtor, as well as assets belonging to Mark and Jame Krieger and Krieger Farms. The Auction is expected to be held in March 2018. First Financial Bank is the only lienholder with respect to the Real Estate other than potential real estate taxes which will be paid at closing. Pursuant to the Motion, the Debtor proposes to sell Real Estate free and clear of any liens and claims of any and every kind or nature whatsoever to the Buyer. It believes the sale of the Real Estate is in the best interest of the estate and creditors, and the sale will help the Debtors cover living and farming expenses. The Debtor, with the assistance of the Auctioneer and the cooperation of all creditors, will take extensive efforts to contact all known possible parties that might be interested in purchasing the Real Estate at the Auction. The Debtor asks that if no objections are filed or pending at the time of hearing on the Motion, that the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. About Universal Land Universal Land & Livestock, LLC, owns and operates a cattle-fishing operation located in Vermillion County, Indiana. The cattle finishing business includes a cow/calf operation in house breeding, and finishing cattle off to market weight fats. The Company owns 3,800 acres of farm ground located in Vermillion County, Indiana; Vigo County, Indiana; and Edgar County, Illinois. Universal Land filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 17-80750) on Nov. 9, 2017, estimating its assets and debt at between $10 million and $50 million. The petition was signed by Peter Krieger, partner. Judge Jeffrey J. Graham presides over the case. John Joseph Allman, Esq., and David R. Krebs, Esq., at Hester Baker Krebs LLC, serves as the Debtor's bankruptcy counsel. USI SERVICES: Taps Mandelbaum Salsburg as Legal Counsel ------------------------------------------------------- USI Services Group, Inc., seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Mandelbaum Salsburg P.C. as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code; prepare documents related to asset disposition; and provide other legal services in connection with the Debtors' Chapter 11 cases. The firm's hourly rates are: Members $450 - $650 Counsel $350 - $450 Associates $250 - $350 Paralegals $75 - $175 The Debtors paid advance retainers totaling $54,000 to Mandelbaum prior to the Petition Date. On Nov. 21, 2017, the Debtors made an additional payment of $110,000, of which $5,000 was reserved for the postpetition retainer. On Dec. 26, 2017, the Debtors paid another $30,000 to make the retainer for postpetition services. Stuart Gold, Esq., a member of Mandelbaum, 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: Jeffrey M. Rosenthal, Esq. Stuart Gold, Esq. Mandelbaum Salsburg P.C. 3 Becker Farm Road Roseland, NJ 07068 Phone: (973) 736-4600 Fax: (973) 325-7467 E-mail: sgold@lawfirm.ms jrosenthal@lawfirm.ms About USI Services Group USI Services Group, Inc., provides facility management services and solutions to pharmaceutical campuses, commercial office buildings, shopping mall or national retailers, industrial complex or major entertainment venues. USI offers complete janitorial service programs, hard surface floor care, carpet care programs, window cleaning, post construction cleaning, landscaping & design, snow management, parking lot lighting, parking lot maintenance, parking lot striping, facility management, 3rd party contract management, HVAC services, security services, electronic security solutions and energy management. The company is headquartered in Union, New Jersey. USI Services Group and its affiliates filed Chapter 11 petitions (Lead Bankr. D.N.J. Case No. 18-10153) on Jan. 3, 2018. The petitions were signed by Frederick G. Goldring, president. At the time of filing, USI estimated at least $50,000 in assets and $1 million to $10 million in liabilities. The cases are assigned to Judge John K. Sherwood. Mandelbaum Salsburg P.C. serves as counsel to the Debtor. VESCO CONSULTING: $80K Sale of Dynapac CA362D Roller Approved ------------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado authorized VESCO Consulting Services, LLC's sale of Dynapac CA362D roller, Serial No. 1000011T0A010168, to 4 Rivers Equipment for $80,000. The sale is free and clear of all liens, claims, and encumbrances, with such liens, claims, and encumbrances to be paid at closing, including that of Atlas Copco Customer Finance USA, LLC in the amount of $27,032 as of Dec. 11, 2017, less any subsequent adequate protection payments, plus any accrued interest, and the parties are authorized to perform their respective duties and obligations thereunder. The stay of Fed. R. Bankr.P. 6004(h) is waived, and the Order will be effective immediately upon entry. About VESCO Consulting Services VESCO Consulting Services, LLC, leases properties to mine construction aggregates (sand and gravel) and sells and delivers the material to its customers, which are typically concrete and asphalt producers as well as oil and gas construction companies. VESCO also engages in trucking activities, construction, custom crushing, and mine reclamation. VESCO sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-21351) on Nov. 19, 2016. Michael Miller, president, signed the petition. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The case is assigned to Judge Elizabeth E. Brown. The Debtor is represented by Kevin S. Neiman, Esq., at the Law Offices of Kevin S. Neiman, PC. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. VILLA PROPERTIES: Taps Steinberg Shapiro as Legal Counsel --------------------------------------------------------- Villa Properties, LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Steinberg Shapiro & Clark as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Mark Shapiro $350 Geoffrey Pavlic $285 Tracy Clark $275 Legal Assistant $95 Steinberg received a retainer of $35,000 from the Debtor prior to the Petition Date. Mark Shapiro, Esq., disclosed in a court filing that the firm and its members are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark H. Shapiro, Esq. Steinberg Shapiro & Clark 25925 Telegraph Road, Suite 203 Southfield, MI 48033 Phone: 248-352-4700 E-mail: shapiro@steinbergshapiro.com About Villa Properties Villa Properties, LLC, is a privately-held company whose principal place of business is located at 30320 Pondsview, Franklin, Michigan. Villa Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-40003) on Jan. 2, 2018. Timothy Bakeman, manager, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Marci B. McIvor presides over the case. Steinberg Shapiro & Clark serves as counsel to the Debtor. VILLAGE VENTURES: Goslee Buying Garland Property for $13.5K ----------------------------------------------------------- Village Ventures Realty, Inc., asks the U.S. Bankruptcy Court for the Western District of Arkansas to authorize the sale of the real property located at Lot 23 Bright Morning Star Development, Garland County, Arkansas to Joe Goslee for $13,500. Objections, if any, must be filed within 28 days from the date of the Notice. Concurrent with the filing of the Motion, the Debtor has also filed a Motion to Shorten Time to Object. If the Court grants the Motion to Shorten, any objections must be filed within 10 days from the date of the notice rather than the 28 days stated. The Debtor is the owner of the Property. It Debtor listed the Property on its Schedule A with a reported value as of the petition date of $22,100. Debtor is the owner of record pursuant to a Warranty Deed which is on file with the Garland County Circuit Court, Real Estate Records Division. The Debtor's Chapter 11 plan has not been confirmed. The Debtor entered into an installment agreement to purchase land with Mr. Goslee prior to filing the bankruptcy petition. Upon final payment, the land was to be transferred to Mr. Goslee. To date, Mr. Goslee has paid approximately $9,000 on the installment contract. Mr. Goslee has offered to purchase the property with a final payment of $13,500. The Debtor has accepted this offer. The Debtor proposes to sell, free and clear of all liens and encumbrances, the real estate and pay any fees necessary to close on the real estate with all liens to attach to sales proceeds. The proceeds from the sale will first be used to pay the Debtor's closing costs, including real estate commissions to realtors, and real estate taxes. The remaining proceeds will go to Quest IRA. A final copy of the HUD-1 Settlement Statement will be provided to the trustee within 15 days of closing. The Debtor believes the price in the Contract is fair and reasonable. About Village Ventures Village Venture Realty, Inc., doing business as Village Ventures Realty, Inc., and ERA Equity Group, is a privately held real estate company based in Hot Springs Village, Arizona. Village Venture lists and sells properties of other people and buys properties for subdivisions, building out roads, utilities, and other infrastructure. The company also entered into the business of financing home sales in its subdivisions. The Company previously sought bankruptcy protection on Feb. 8, 2016 (Bankr. W.D. Ark. Case No. 16-72187) and on Sept. 14, 2016 (Bankr. W.D. Ark. Case No. 16-70284). Village Venture again filed a Chapter 11 petition (Bankr. W.D. Ark. Case No. 17-73221) on Dec. 28, 2017. Gary Coleman, its president, signed the petition. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Jennifer M. Lancaster, Esq., at Lancaster Law Firm, serves as bankruptcy counsel. The Debtor hired ABC Law Center, as co-counsel. VOYA FINANCIAL: Fitch Rates New $350MM Jr. Subordinated Notes 'BB+' ------------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to Voya Financial Inc.'s $350 million of new junior subordinated notes. Existing ratings assigned to Voya and its affiliates are unaffected by the rating action. Fitch last reviewed Voya's ratings on Dec. 21, 2017. KEY RATING DRIVERS The rating is equivalent to the ratings assigned to Voya's existing junior subordinated notes. The notes are rated three notches below Voya's Long-Term Issuer Default Rating (IDR), reflecting two notches for the baseline recovery assumption of 'Poor' and one additional notch reflecting the 'Minimal' non-performance risk assessment. The notes include an interest deferral feature at the option of the issuer for up to five years. Based on Fitch's rating criteria, this hybrid debt issuance was not assigned any equity credit, similar to the existing junior subordinated notes. The net proceeds of this offering are expected to be used to retire the remaining outstanding 2.9% senior notes due February 2018, with the remainder used for general corporate purposes. Pro forma financial leverage is expected to remain approximately 24%. Fitch affirmed Voya's holding company ratings on Dec. 21, 2017 following the company's announcement that it reached an agreement to sell Voya Insurance and Annuity Company (VIAC) to a group of investors led by Apollo Global Management, LLC and Athene Holding Ltd. At the same time, the Rating Outlook was revised to Negative from Stable reflecting the expectation of a weaker financial profile at the holding company as a result of the transaction. RATING SENSITIVITIES Fitch does not anticipate an upgrade of Voya's ratings over the next review cycle due to the pending sale of VIAC. The following could result in a downgrade of Voya's holding company ratings: -- Financial leverage exceeding 30%; -- GAAP adjusted operating earnings-based interest coverage below 6x. The following could result in a downgrade to Voya's rated life insurance subsidiaries (excluding VIAC): -- Sustained decline in operating ROE below 6%; -- A decline in reported RBC below 375% and a Prism capital model score at the low end of 'Strong'. FULL LIST OF RATING ACTIONS Fitch has assigned the following rating: Voya Financial, Inc. -- $350 million new junior subordinated notes at 'BB+'. Fitch maintains the following ratings with a Stable Outlook: Voya Retirement Insurance and Annuity Company ReliaStar Life Insurance Company ReliaStar Life Insurance Company of New York Security Life of Denver Insurance Company -- Insurer Financial Strength 'A'. Voya Holdings Inc. -- Senior unsecured notes 'A+'. Fitch maintains the following ratings with a Negative Outlook: Voya Financial, Inc. -- Long-Term IDR 'BBB+'; -- Senior unsecured notes 'BBB'; -- Junior subordinated notes 'BB+'. Equitable of Iowa Companies, Inc. -- Long-Term IDR 'BBB+'. Equitable of Iowa Companies Capital Trust II -- Trust preferred stock 'BB+'. Peachtree Corners Funding Trust -- Pre-capitalized trust securities 'BBB'. Fitch maintains the following rating on Rating Watch Negative: Voya Insurance and Annuity Company -- Insurer Financial Strength 'A'. VOYA FINANCIAL: S&P Rates $350MM Junior Subordinated Debt 'BB+' --------------------------------------------------------------- S&P Global Ratings said that it has assigned its 'BB+' debt rating to Voya Financial Inc.'s (NYSE: VOYA) proposed issuance of $350 million, 30 year fixed-to-floating rate junior subordinated debt. The company will use most of the proceeds to repay its 2.9% senior notes due 2018 (about $337 million is outstanding). S&P rates this junior subordinated issue two notches below its 'BBB' long-term issuer credit and senior debt ratings on VOYA reflecting the subordination of the issue and the optional deferability of the subordinated debt. Per the preliminary offering memorandum, these notes will be unsecured and subordinated in right of payment to all of VOYA's existing and future senior indebtedness. VOYA has the option to defer the payment of interest on the notes for up to five years. The company can call these notes after 10 years from issuance. Generally, S&P provides intermediate equity credit to junior subordinated notes as long as there is 20 years left to maturity. Similarly, these notes will likely receive intermediate equity credit for the purpose of our capital and leverage calculations until 20 years are left to maturity, with hybrids making up no more than 15% of capital. In December 2017, VOYA entered into an agreement to sell its closed block variable annuity (CBVA) and retail fixed-rate and fixed-indexed annuity businesses. S&P said, "In the wake of this transaction, we revised our outlook on VOYA to positive from stable. This outlook revision was based on our view that the sale of the CBVA block is credit positive because we expect less volatility in VOYA's net income, and relatively stable reserving and capital requirements from the remaining businesses. We continue to view VOYA's financial flexibility as strong despite our expectation of increased financial leverage after this transaction closes. We expect financial leverage of 30%-35% in 2018 and 2019 (versus 26% at year-end 2016) taking into account the decline in VOYA's shareholders equity from this transaction and its increased debt-to-capital target." RATING LIST Voya Financial Inc. Issuer credit rating BBB/Positive/A-2 New Rating Voya Financial Inc. Jr sub debt due BB+ VPH PHARMACY: Winrose Not Granted Super-Priority Status, Ct. Rules ------------------------------------------------------------------ District Judge Victoria A. Roberts entered an order affirming the Bankruptcy Court's ruling denying Appellant Creditor The Winrose Plus Group, LLC's brief on appeal. The issue presented by this bankruptcy appeal is whether Winrose was granted super-priority administrative expense claim, or a priming lien (a lien either senior or equal to existing liens), on Debtor VPH Pharmacy, Inc. assets when it extended post-bankruptcy credit to VPH. VPH filed a petition for Chapter 11 bankruptcy on Jan. 13, 2017. The same day, VPH filed a Financing Motion requesting authority to borrow $150,000 from Winrose. The Motion indicated that the loan would be entitled to super-priority administrative expense claim status. The United States Bankruptcy Court for the Eastern of District of Michigan issued an order ("Financing Order") authorizing VPH to obtain this post-petition financing. Winrose argues that the Financing Order granted it super-priority status. The United States Trustee appointed the Unsecured Creditors' Committee, which objected to the super-priority status urged by Winrose. The Bankruptcy Court sustained the Committee's objection, ruling that the Financing Order did not grant either a super-priority administrative claim, or a priming lien on VPH's assets. Winrose appealed. Winrose makes several arguments as to why the Financing Order granted it a super-priority administrative claim and a priming lien. Most credibly, Winrose claims that there is no conflict between the Motion and the Financing Order. It says the terms of the Motion are incorporated by reference into the Financing Order, but it does not point to any part of the Financing Order that does incorporate the terms of the motion. Because the Bankruptcy Court reasonably looked at the language of the Financing Order to rule on the Committee's objections, it did not abuse its discretion. Accordingly, the Court defers to the Bankruptcy Court's interpretation of its own Financing Order. Neither of Winrose's additional arguments bearing on the Court's finding that the Bankruptcy Court did not abuse its discretion when it reasonably interpreted the language of the Financing Order to mean that Winrose had neither a super-priority administrative claim nor a priming lien on VPH's assets. The terms of the Financing Order are clear. It states that its terms, not the terms of the Motion, control. This statement has just one interpretation, rendering any ambiguity argument unavailing. To conclude, the Court asserts that Winrose makes several arguments that are incoherent and irrelevant; and, it incorrectly characterizes the Financing Order's language. Because the Bankruptcy Court did not abuse its discretion when it interpreted the terms of the Financing Order, its ruling that Winrose was not granted either a super-priority administrative claim or a priming lien on VPH's assets is affirmed. The bankruptcy case is in re: VPH PHARMACY, INC., Debtor, Case No. 17-12701 (Bankr. E.D. Mich.). A full-text copy of Judge Roberts' Order dated Jan. 9, 2018 is available at https://is.gd/ys5qYd from Leagle.com. The Winrose Plus Group, Appellant, represented by Jerome D. Frank, Frank & Frank. Unsecured Creditors' Committee, Appellee, represented by Anthony J. Kochis -- akochis@wolfsonbolton.com -- Wolfson Bolton PLLC. Samuel D. Sweet, Trustee, Interested Party, represented by Anthony J. Kochis, Wolfson Bolton PLLC. About VPH Pharmacy, Inc. VPH Pharmacy, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 17-30077) on January 13, 2017. The Hon. Daniel S. Opperman presides over the case. The Dragich Law Firm PLLC represents the Debtor as counsel. Dalto Consulting, Inc. is the Debtor's financial advisor. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Amee Patel, attorney in fact for Devenkumar C. Patel, sole shareholder. The U.S. trustee for Region 9 on March 3 appointed three creditors of VPH Pharmacy, Inc., to serve on the official committee of unsecured creditors. WALTER INVESTMENT: Expects to Emerge from Chapter 11 by Jan. 31 --------------------------------------------------------------- Walter Investment Management Corp. on Jan. 17, 2018, disclosed that the United States Bankruptcy Court for the Southern District of New York has approved the Company's prepackaged financial restructuring plan (the "Prepackaged Plan"). The Company expects to emerge from Chapter 11 by no later than January 31, 2018, after the conditions to the Prepackaged Plan are satisfied, and the Company is on track to complete its financial restructuring in the first quarter of 2018. As previously announced, the Company's comprehensive financial restructuring plan is expected to reduce the Company's outstanding corporate debt by approximately $800 million [1] and create enhanced financial flexibility. Walter's operating entities, including Ditech Financial LLC ("Ditech") and Reverse Mortgage Solutions, Inc. ("RMS"), are continuing to operate in the ordinary course. Proposed Board Appointments In connection with the approval of its Prepackaged Plan, Walter has also announced the proposed composition of its post-emergence date Board of Directors. The Walter Board will be comprised of nine (9) directors. Current directors George Awad, Daniel Beltzman, and Neal Goldman will continue to serve as directors of the Company post-emergence. Messrs. Frederick Arnold, David Ascher, Seth Bartlett, Claude LeBlanc, Thomas Marano, and Thomas Miglis, who have each been designated by an ad hoc group of consenting senior noteholders, will also serve as directors. The term of the new board members will begin upon the Company's emergence from Chapter 11 later this month, at which time the Company expects to supplement this press release with a formal announcement of the Company's emergence and the installation of its new board. "We look forward to officially welcoming the incoming members of our Board, who will bring proven track records and new perspectives from both inside and outside our industry, and will play an important role in helping guide our Company forward following our financial restructuring process," said Mr. Awad, the current Chairman of the Board of Walter. "Once formally appointed, I look forward to working closely with them to create value as we advance our mission of serving our customers throughout the homeownership journey." Mr. Awad continued, "I would also like to thank Walter's outgoing board members for their service to the Company. Their leadership was instrumental in building Walter into a diversified mortgage banking company and they helped oversee the transformation that is expected to position our Company for future growth and success." Advisors Weil, Gotshal & Manges LLP is acting as legal counsel, Houlihan Lokey is acting as investment banking debt restructuring advisor and Alvarez & Marsal North America, LLC is acting as financial advisor to the Company in connection with the financial restructuring. About Walter Investment Based in Fort Washington, Pennsylvania and established in 1958, Walter Investment Management Corp., formerly known as Walter Investment Management LLC -- http://www.walterinvestment.com/-- is a diversified mortgage banking firm focused primarily on servicing and originating residential loans, including reverse loans. The company services a wide array of loans across the credit spectrum for its own portfolio and for GSEs, government agencies, third-party securitization trusts and other credit owners. The company originates and purchases residential loans that it predominantly sells to GSEs and government entities. Walter Investment commenced a prepackaged Chapter 11 case (Bankr. S.D.N.Y. Lead Case No. 17-13446) with a plan of reorganization where the Company commits to reduce its outstanding corporate debt by approximately $806 million through a combination of cancellation of debt ($531 million) and principal pay-downs ($275 million). As of Sept. 30, 2017, the Debtor had total assets of $14.97 billion and total debt of $15.21 billion. The case is assigned to Hon. James L. Garrity Jr. Weil, Gotshal & Manges LLP, is the Debtor's counsel, with the engagement led by Sunny Singh, Esq., Ray C. Schrock, P.C., and Joseph H. Smolinsky, Esq. The Debtor's investment banker is Houlihan Lokey Capital, Inc. The Debtor's restructuring advisor is Alvarez & Marsal North America, LLC. The Debtor's claims and noticing agent is Prime Clerk LLC. WARRIOR MET: S&P Raises CCR to 'B' on Strong Performance -------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Brookwood, Ala.-based coal producer Warrior Met Coal Inc. to 'B' from 'B-'. The outlook is stable. S&P said, "At the same time, we raised the issue-level rating on the company's $350 million senior secured notes to 'B+' from 'B-'. We also revised the recovery rating on the debt to '2' from '3', indicating our expectation of substantial (70%-90%; rounded estimate: 85%) recovery for lenders in the event of a payment default. "The upgrade reflects our view that the company can sustain its low credit measures and generate positive discretionary cash flow in the next 12 months. Even if prices were to drop by 30%-40% from current levels, we believe that the company would be able to sustain adjusted leverage below 2x. We also expect the company will generate at least $200 million in discretionary cash flow in 2018 and 2019. Our ratings take into account the potential for the company to make cash distributions to its sponsors. Even so, we would expect a sufficient financial discipline that preserves leverage within our expected targets and a liquidity cushion of at least $100 million. The stable outlook reflects our expectation that the company will operate at adjusted leverage below 2x on sustained basis, generating positive discretionary cash flow for the next 12 months. We believe that the company will be able to maintain adjusted EBITDA margins over 30% even with a 30%-40% drop in HCC prices from current levels. We believe that the company is well positioned to achieve these credit measures due to positive momentum in global demand for high quality met coal that should preserve prices and its flexible cost structure. "We could lower the rating if we expect adjusted leverage will approach 5x. This could result from a combination of an aggressive financial policy and an EBITDA decline of over 50% from our expectations as a result of weaker global demand for low-volatility HCC coal or a decline in the steel end markets. "Although less likely, we could raise the rating if we believe that the financial sponsors are likely to divest their equity ownership in the company to below 40%. Under this scenario, we would also expect the company to maintain adjusted leverage below 3x." WILLIAM J. FOCAZIO: Taps Trenk DiPasquale as Legal Counsel ---------------------------------------------------------- William J. Focazio, M.D., P.A., seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Trenk, DiPasquale, Della Fera & Sodono, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate and prepare documents related to the disposition of its assets; 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 $325 - $625 Associates $255 - $295 Law Clerks $195 Paralegals $145 - $215 Support Staff $145 - $215 Anthony Sodono, III, Esq., and Sari Placona, Esq., the attorneys who will be handling the case, charge $575 per hour and $295 per hour, respectively. Mr. Sodono disclosed in a court filing that he and his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Trenk DiPasquale can be reached through: Anthony Sodono, III, Esq. Sari B. Placona, Esq. Trenk DiPasquale Della Fera & Sodono, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Phone: (973) 243-8600/(973) 323-8656 E-mail: asodono@trenklawfirm.com splacona@trenklawfirm.com About William J. Focazio William J. Focazio, M.D., P.A. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-10752) on January 13, 2018. Judge Vincent F. Papalia presides over the case. WOODBRIDGE GROUP: Committee Taps Berger as Special Counsel ---------------------------------------------------------- The official committee of unsecured creditors of Woodbridge Group of Companies, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Berger Singerman LLP as its special counsel. The firm will provide legal services to the committee in connection with the enforcement and receivership action (Case No. 17-24624) filed by the Securities and Exchange Commission in the U.S. District Court for the Southern District of Florida, and the agency's involvement in the Chapter 11 cases of Woodbridge and its affiliates. The firm's hourly rates range from $275 to $695 for its attorneys and $75 to $235 for legal assistants and paralegals. The attorneys designated to represent the committee are: Paul Steven Singerman $695 Charles Lichtman $695 Isaac Marcushamer $475 Gavin Gaukroger $455 Paul Steven Singerman, Esq., disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtors and their estates. The firm can be reached through: Paul Steven Singerman, Esq. Berger Singerman LLP 1450 Brickell Avenue, Suite 1900 Miami, FL 33131 Tel: (305) 714-4343 About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. WORLD INTERNATIONAL: SCCB Objects to Use of Cash Collateral ----------------------------------------------------------- South Carolina Community Bank ("SCCB") filed a notice with the U.S. Bankruptcy Court for the District of South Carolina of its objection to World International Ministries' use of its cash collateral. A hearing on the Motion is set for Feb. 15, 2018, at 11:00 a.m. Objections, if any, must be filed within 14 days of service of the Notice. SCCB is a creditor of the Debtor. It is the holder of a secured claim against the Debtors for the sum of approximately $192,495 by virtue of Note, Mortgage, and related loan documents dated Sept. 18, 2008, as amended from time to time ("Loan Documents-1"). SCCB's claim is secured by a Mortgage, originally dated July 14, 2003 and amended from time to time, on the properties at 710 Manning Avenue, 708 Manning Avenue, and, 708 1/2 Manning Avenue, Sumter County, South Carolina. SCCB is the holder of a secured claim against the Debtor for the sum of approximately $55,682, by virtue of Note, Mortgage, and related loan documents dated Sept. 27, 2011, as amended from time to time ("Loan Documents-2"). Its claim is secured by the Mortgage. Claim No. 3 is also secured by 710 Manning Avenue, 708 Manning Avenue, and, 708 1/2 Manning Avenue, Sumter County, South Carolina. Based upon testimony offered by the Debtor's representative at the meeting of creditors, SCCB is informed and believes that the Debtor is receiving monthly rent from the lease of the Properties, specifically for the use and operation of a dry-cleaners at 708 Manning Avenue. SCCB has a first priority lien on these rents. The rents qualify as "cash collateral." To date, the Debtor has not filed a Motion to Use Cash Collateral. The Debtor and SCCB did have an informal agreement that rents would be turned over to SCCB, but the Debtor has failed to deliver any rent payments since the Petition Date. The Debtor does not have the consent of SCCB to use the cash collateral and the Debtor has failed to offer adequate protection for its use of SCSB's cash collateral. Until the Debtor fulfills its obligations under the Bankruptcy Code, and carries its burden of proof with respect to providing SCCB with adequate protection, as defined under the Bankruptcy Code, for the use of cash collateral, SCCB objects to the Debtor's use of cash collateral, as well as the Debtor's continued use and operation of the Property. SCCB asks that the Court enters an order: (i) prohibiting the Debtor's use of the cash collateral; (ii) requiring the Debtor to account and maintain an accounting for the cash collateral collected since the Petition Date; (iii) requiring the Debtor to deliver all cash collateral to SCCB or provide adequate protection of SCCB's interest; and (iv) providing SCCB with access to its books and records and to inspect its collateral. SCCB is represented by: Stanley H. McGuffin Haysnworth Sinkler Boyd, PA P.O. Box 11889 Columbia, SC 29211-1889 Telephone: 803-779-3080 E-mail: smcguffin@hsblawfirm.com World International Ministries sought Chapter 11 protection (Bankr. D. S.C. Case No. 17-04845) on Sept. 29, 2017. WRAP MEDIA: Luckett, IPL File 2nd Amended Combined Plan ------------------------------------------------------- Matthew Luckett and InterPrivate LLC proposed a second amended combined Chapter 11 plan of reorganization and disclosure statement with the U.S. Bankruptcy Court for the Northern District of California for Wrap Media, LLC, and holding company Wrap Media, Inc. This version of the plan adds information with regard to the preferred shares and amount of new value loan required for each creditor. A dispute has also recently arisen between the Plan Proponents and BrunoCo., Inc., as assignee of Wrap Media, LLC's interest in the License Agreement, in connection with the License Agreement. The dispute concerns language in the License Agreement that BrunoCo asserts to have given it the ability to cancel the License Agreement. The Plan Proponents assert that a side letter dated June 25, 2017 in connection with the License Agreement prevents BrunoCo from exercising the alleged termination right. The dispute has not yet been resolved. If it is resolved prior to the plan confirmation hearing, the Plan Proponents will update the Court and supplement or amend the Plan as necessary. If the dispute is not resolved prior to the Plan confirmation hearing, the Plan Proponents reserve the right bring an action under the side letter for any claims they may have thereunder, including for declaratory relief, breach of contract, and damages. A full-text copy of the First Amended Combined Plan is available at: http://bankrupt.com/misc/canb16-31326-82.pdf A full-text copy of the Second Amended Combined Plan is available at: http://bankrupt.com/misc/canb16-31326-90.pdf About Wrap Media Wrap Media LLC owns a mobile engagement and messaging platform that supercharges marketing, sales and customer service. Wrap Media, Inc., conducts no operations. Wrap Media, Inc.'s sole asset is an approximately 60% equity interest in Wrap Media, LLC. WMI was the financing vehicle for the enterprise, raising several rounds of equity and obtaining $9.5 million of convertible debt financing. WMI has four creditors consisting of three convertible note holders owed an aggregate of approximately $10 million and joint liability on the secured debt held by SVB. Wrap Media, LLC, and holding company Wrap Media, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case Nos. 16-31325 and 16-31326) on Dec. 10, 2016. The petitions were signed by Eric Greenberg, chief executive officer. The Court entered an order jointly administering the two cases but vacated this order upon Wrap Media, LLC's oral motion on April 7, 2017. The cases are assigned to Judge Hannah L. Blumenstiel. At the time of the filing, the Debtors estimated their assets at $1 million to $10 million and liabilities at $10 million to $50 million. The Debtors hired St. James Law, P.C., as their legal counsel; and Beyer Law Group, LLP, as special counsel. Kranz & Associates was hired for outsourced operations. On Jan. 31, 2017, the U.S. trustee for Region 17 appointed an official committee of unsecured creditors. The Committee's attorneys are Tobias S. Keller, Esq., Keith A. McDaniels, Esq., and Dara L. Silveria, Esq., at Keller & Benvenutti LLP, in San Francisco, California. [*] Andrew Cardonick Joins Sidley Austin's Global Finance Practice ------------------------------------------------------------------ Sidley Austin LLP on Jan. 17 disclosed that Andrew Cardonick has joined the firm in Chicago as a partner in its Global Finance practice. Mr. Cardonick formerly co-chaired the finance practice at Greenberg Traurig, LLP. He focuses his practice primarily on the representation of commercial banks, business development companies and other nonbank financial institutions, as well as select private equity funds. Mr. Cardonick advises clients in connection with sponsored and non-sponsored asset-based, cash flow, split lien, unitranche, second lien, and unsecured syndicated, club and single bank credit facilities throughout the U.S. and internationally. He represents lending clients in restructurings and workouts throughout the country. Mr. Cardonick also possesses a broad knowledge of various finance and restructuring topics, including debtor-in-possession financings, cash collateral, substantive consolidation, fraudulent conveyance and other structuring issues. "Due to significant competitive and regulatory developments within the global finance industry, both traditional and non-traditional lenders are looking for guidance in navigating complex transactions," said Craig Griffith, member of Sidley's Executive Committee and its Global Finance practice. "We are pleased to welcome Drew to the firm as his considerable experience, particularly in lending and restructuring, will expand Sidley's finance capabilities to support our clients engaging in deals within this changing environment." With 2,000 lawyers in 20 offices around the globe, Sidley is a premier legal adviser for clients across the spectrum of industries. [*] Ashley Jericho Joins McDonald Hopkins' Detroit Office --------------------------------------------------------- Business restructuring attorney Ashley J. Jericho has joined the Detroit office of McDonald Hopkins LLC, a business advisory and advocacy law firm, as an Associate. Ms. Jericho has over nine years of insolvency experience, including representing consumer and business debtors, creditors and trustees in bankruptcy proceedings, contested matters and adversary proceedings. She has also represented business debtors in representing individuals and businesses in state and federal court litigation involving real estate, zoning, contract, collections and debt negotiation. Ms. Jericho earned her J.D., magna cum laude, from the Western Michigan Cooley Law School in 2008, where he served as the associate editor of the Thomas M. Cooley Law Review. Ms. Jericho also received a B.A. in Political Science from Washington and Jefferson College in 2004. Ms. Jericho can be reached at ajericho@mcdonaldhopkins.com or 248.593.2945 X1945. About McDonald Hopkins Founded in 1930, McDonald Hopkins -- http://www.mcdonaldhopkins.com/-- is a business advisory and advocacy law firm with locations in Chicago, Cleveland, Columbus, Detroit, Miami, and West Palm Beach. With more than 50 service and industry teams, the firm has the expertise and knowledge to meet the growing number of legal and business challenges our clients face. [^] BOOK REVIEW: The Sorcerer's Apprentice -- Medical Miracles -------------------------------------------------------------- Author: Sallie Tisdale Publisher: BeardBooks Softcover: 270 pages List Price: $34.95 Review by Henry Berry Order your own personal copy at http://is.gd/9SAfJR An earlier edition of "The Sorcerer's Apprentice" won an American Health Book Award in 1986. The book has been recognized as an outstanding book on popular science. Tisdale brings to her subject of the wide nd engrossing field of health and illness the perspective, as well as the special sympathies and sensitivities, of a registered nurse. She is an exceptionally skilled writer. Again and again, her descriptions of ill individuals and images of illnesses such as cancer and meningitis make a lasting impression. Tisdale accomplishes the tricky business of bringing the reader to an understanding of what persons experience when they are ill; and in doing this, to understand more about the nature of illness as well. Her style and aim as a writer are like that of a medical or science journalist for leading major newspaper, say the "New York Times" or "Los Angeles Times." To this informative, readable style is added the probing interest and concern of the philosopher trying to shed some light on one of the central and most unsettling aspects of human existence. In this insightful, illuminating, probing exploration of the mystery of illness, Tisdale also outlines the limits of the effectiveness of treatments and cures, even with modern medicine's store of technology and drugs. These are often called "miracles" of modern medicine. But from this author's perspective, with the most serious, life-threatening, illnesses, doctors and other health- care professionals are like sorcerer's trying to work magic on them. They hope to bring improvement, but can never be sure what they do will bring it about. Tisdale's intent is not to debunk modern medicine, belittle its resources and ways, or suggest that the medical profession holds out false hopes. Her intent is do report on the mystery of serious illness as she has witnessed it and from this, imagined what it is like in her varied work as a registered nurse. She also writes from her own experiences in being chronically ill when she was younger and the pain and surgery going with this. She writes, "I want to get at the reasons for the strange state of amnesia we in the health professions find ourselves in. I want to find clues to my weird experiences, try to sense the nature of being sick." The amnesia of health professionals is their state of mind from the demands placed on them all the time by patients, employers, and society, as well as themselves, to cure illness, to save lives, to make sick people feel better. Doctors, surgeons, nurses, and other health-care professionals become primarily technicians applying the wonders of modern medicine. Because of the volume of patients, they do not get to spend much time with any one or a few of them. It's all they can do to apply the prescribed treatment, apply more of it if it doesn't work the first time, and try something else if this treatment doesn't seem to be effective. Added to this is keeping up with the new medical studies and treatments. But Tisdale stepped out of this problem- solving outlook, can-do, perfectionist mentality by opting to spend most of her time in nursing homes, where she would be among old persons she would see regularly, away from the high-charged atmosphere of a hospital with its "many medical students, technicians, administrators, and insurance review artists." To stay on her "medical toes," she balanced this with working occasional shifts in a nearby hospital. In her hospital work, she worked in a neonatal intensive care unit (NICU), intensive care unit (ICU), a burn center, and in a surgery room. From this combination of work with the infirm, ill, and the latest medical technology and procedures among highly-skilled professionals, Tisdale learned that "being sick is the strangest of states." This is not the lesson nearly all other health-care workers come away with. For them, sick persons are like something that has to be "fixed." They're focused on the practical, physical matter of treating a malady. Unlike this author, they're not focused consciously on the nature of pain and what the patient is experiencing. The pragmatic, results-oriented medical profession is focused on the effects of treatment. Tisdale brings into the picture of health care and seriously-ill patients all of what the medical profession in its amnesia, as she called it, overlooks. Simply in describing what she observes, Tisdale leads those in the medical profession as well as other interested readers to see what they normally overlook, what they normally do not see in the business and pressures of their work. She describes the beginning of a hip-replacement operation, the surgeon "takes the scalpel and cuts--the top of the hip to a third of the way down the thigh--and cuts again through the globular yellow fat, and deeper. The resident follows with a cautery, holding tiny spraying blood vessels and burning them shut with an electric current. One small, throbbing arteriole escapes, and his glasses and cheek are splattered." One learns more about what is actually going on in an operation from this and following passages than from seeing one of those glimpses of operations commonly shown on TV. The author explains the illness of meningitis, "The brain becomes swollen with blood and tissue fluid, its entire surface layered with pus...The pressure in the skull increases until the winding convolutions of the brain are flattened out...The spreading infection and pressure from the growing turbulent ocean sitting on top of the brain cause permanent weakness and paralysis, blindness, deafness...." This dramatic depiction of meningitis brings together medical facts, symptoms, and effects on the patient. Tisdale does this repeatedly to present illness and the persons whose lives revolve around it from patients and relatives to doctors and nurses in a light readers could never imagine, even those who are immersed in this world. Tisdale's main point is that the miracles of modern medicine do not unquestionably end the miseries of illness, or even unquestionably alleviate them. As much as they bring some relief to ill individuals and sometimes cure illness, in many cases they bring on other kinds of pains and sorrows. Tisdale reminds readers that the mystery of illness does, and always will, elude the miracle of medical technology, drugs, and practices. Part of the mystery of the paradoxes of treatment and the elusiveness of restored health for ill persons she focuses on is "simply the mystery of illness. Erosion, obviously, is natural. Our bodies are essentially entropic." This is what many persons, both among the public and medical professionals, tend to forget. "The Sorcerer's Apprentice" serves as a reminder that the faith and hope placed in modern medicine need to be balanced with an awareness of the mystery of illness which will always be a part of human life. ********* 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 2018. 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 ***