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/raid1/www/Hosts/bankrupt/TCR_Public/180305.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 5, 2018, Vol. 22, No. 63 Headlines ACER THERAPEUTICS: CEO Will Get an Annual Base Salary of $400,000 ALL SOD NURSERY: Hearing on Plan Confirmation Set for March 21 APEX XPRESS: March 5 Meeting Set to Form Creditors' Panel ARROWHEAD RV: RVC USA Buying Marianna Property for $2.2 Million AVENUE SHOPPES: May 7 Plan Confirmation Hearing BACHRACH: Closes Remaining Stores Following Bankruptcy Filing BENDCO INC: Case Summary & 20 Largest Unsecured Creditors BENITEZ GONZALEZ: June 5 Plan Confirmation Hearing Set BERLEY ASSOCIATES: Voluntary Chapter 11 Case Summary BOEGEL FARMS: Proposes an Auction Sale of Kansas Real Properties BOSS LITHO: MKM Buying 2006 Heidelberg Speedmaster for $625K CANTRELL DRUG: Files for Temporary TRO v. FDA to Avert Closure CAREY CRUTCHER: U.S. Trustee Unable to Appoint Committee CARL WEBER: Wants Up To $250,000 in Financing From Principals COMERCIAL CELTA: May 1 Disclosure Statement Hearing Set DEEP OPERATING: March 19 Plan Confirmation Hearing Set EVERMILK LOGISTICS: Needs More Time to Negotiate Plan FIRESTAR DIAMOND: Three Nirav Modi Firms File for U.S. Bankruptcy FM 544 PARK: Trustee Selling Plano Land to HOSS for $4.9M GORDON BURR: Masters Gallery Contracted to Sell Artwork GRESHAM & GRAHAM: Amends Plan Outline, Hearing Moved to March 22 H MELTON VENTURES: Trustee Selling All Assets of Courtyard Villa HCR MANORCARE: To File Chapter 11 With QCP-Backed Plan HIGH PLAINS: March 28 Plan Confirmation Hearing HOLLYWOOD ONE: $145K Sale of Aberdeen Condo Unit 105 Approved INTREPID POTASH: Narrows Net Loss to $22.9 Million in 2017 J. CIOFFI LEASING: April 3 Disclosures, Plan Confirmation Hearing JBS USA: Moody's Hikes $900MM Notes Rating to B2; Outlook Negative JET MIDWEST: March 8 Meeting Set to Form Creditors' Panel JOSEPH HEATH: Groveton Woods Condo Unit to Be Sold for $365K JOSEPH HEATH: Mount Zephyr Commons to Be Sold for $553K LAURELS MEDICAL: Case Summary & 20 Largest Unsecured Creditors LAYNE CHRISTENSEN: Files Updated 2017 Annual Report LSB INDUSTRIES: Swings to $59.4 Million Net Loss in 2017 MARRONE BIO: PRIMECAP Management Has 8.37% Stake as of Dec. 31 MCHYL ENTERPRISES: Case Summary & 16 Unsecured Creditors MEDOVEX CORP: Securities Delisted from Nasdaq NEXT LISTING: Wants Exclusive Plan Filing Extended Through Aug. 1 ORANGE ACRES: Ongoing Talks Delay Filing of Plan PENICK PRODUCE: March 7 Plan Confirmation Hearing PHILADELPHIA HAITIAN: Case Summary & 12 Unsecured Creditors PIONEER ENERGY: Provides Operations & Recent Developments Update PREMIUM POINT: Chapter 15 Case Summary QUADRANT 4: March 20 Hearing on Residual Software Platforms Sales RAEISI GROUP: Case Summary & Unsecured Creditor SAMUEL WYLY: $68K Sale of Arlington Stoneridge Interest Okayed SCIENTIFIC GAMES: Incurs $242.3 Million Net Loss in 2017 SEARS FARM: Case Summary & 19 Largest Unsecured Creditors SHAMROCK ROOFING: March 28 Plan Confirmation Hearing SHIEKH SHOES: Store Closing Sales at 45 Locations Approved SKYLINE RIDGE: Voluntary Chapter 11 Case Summary SOLARWORLD AMERICAS: Obtains Additional $5M Loan for Operations SOUTHCROSS ENERGY: Incurs $67.6 Million Net Loss in 2017 SPANISH BROADCASTING: Bluestone Holds 14.5% Stake as of March 1 TAKATA CORP: Files Sale Plan With Tokyo Court TO YOUR HEALTH: Case Summary & 20 Largest Unsecured Creditors TOYS R US: UK Unit Goes Into Administration TRIDENT BRANDS: Delays Fiscal 2017 Form 10-K UNSET PARTNERS: March 8 Status Conference Hearing on Sale Terms VALLEY VIEW: Ex-Judge Peck, Now at MoFo, Comments on Clawback Case VALLEY VIEW: Kleinberg Attorneys Comment on Clawback Case W&T OFFSHORE: Swings to $79.7 Million Net Income in 2017 WHOLE ENERGY: Case Summary & 11 Unsecured Creditors WORD INTERNATIONAL: Unsecureds to Recoup 100% Over 60 Months YANKEE CLIPPER: Case Summary & 20 Largest Unsecured Creditors [*] Alan Friedman Joins Shulman Hodges' Chapter 11 Practice [^] BOND PRICING: For the Week from Feb. 26 to March 2, 2018 ********* ACER THERAPEUTICS: CEO Will Get an Annual Base Salary of $400,000 ----------------------------------------------------------------- The Board of Directors of Acer Therapeutics Inc. has approved a form of employment agreement for the Company's executive officers, and the Company's wholly owned subsidiary entered into individual agreements with each of Chris Schelling, the Company's president and chief executive officer; William Andrews, the Company's chief medical officer; and Harry Palmin, the Company's chief financial officer. Name Title Base Salary Target Bonus ---- ----- ----------- ------------ Chris Schelling President & CEO $400,000 50% William Andrews Chief Medical Officer $400,000 35% Harry Palmin Chief Financial Officer $340,000 35% Pursuant to the individual's employment agreement, each executive is compensated at the annual base rate and is eligible to receive an annual discretionary cash bonus of up to the target bonus percentage shown above of his base salary per 12-month period, based upon the achievement of corporate objectives established from time to time by the Company's Board of Directors. In addition, each executive receives the Company's standard benefits and insurance coverage as generally provided to its employees. Each executive's employment is at-will and he serves as an executive officer at the discretion of the Company's Board of Directors. In the event the executive's employment is terminated by the Company without Cause or due to a Constructive Termination, in each instance during the period commencing one month prior to a Change in Control and terminating 12 months after such Change in Control, the executive will be entitled to (i) a payment, less applicable taxes and withholdings, equal to his then-current base salary for a period of 12 months plus (ii) 1x times his annual discretionary target bonus calculated for that period. In the event the executive's employment is terminated by the Company without Cause or due to a Constructive Termination occurring outside of a Change in Control Period, the executive will be entitled to a payment, less applicable taxes and withholdings, equal to his then-current base salary for a period of 12 months. The executive would receive any such payment in the form of a lump sum 60 days following such termination of employment. In addition, whether in the context of a Change of Control or otherwise, (x) if the executive elects to continue his health insurance coverage under COBRA, then the Company will reimburse the executive for the same portion of the executive's monthly premium over such 12-month period as the Company is then paying for health insurance coverage for active employees, and (y) to the extent not otherwise addressed by any equity-based compensation arrangements, the executive will be entitled to 12 months of credited vesting beyond the employment termination date for any outstanding equity-based awards. The severance benefits are subject to the executive having been continuously employed through the termination event as well as executing and delivering a general release and waiver of claims in favor of the Company. The timing of any payments to the executive under the employment agreement are subject to applicable requirements of Section 409A of the Internal Revenue Code of 1986 and the related Treasury Regulations and may be delayed or reformed to comply with such provisions. In the event any payment or benefit the executive might be entitled to receive would constitute a "parachute payment" under Section 280G of the Internal Revenue Code, such payment or benefit will be reduced so as not to trigger excise tax under Section 4999 of that Code. About Acer Therapeutics Headquartered in Newton, MA, Acer Therapeutics, Inc. -- http://www.acertx.com/-- is a pharmaceutical company focused on the acquisition, development and commercialization of therapies for patients with serious rare and ultra-rare diseases with critical unmet medical need. Acer's late-stage clinical pipeline includes two candidates for severe genetic disorders for which there are few or no FDA-approved treatments: EDSIVO (celiprolol) for vEDS, and ACER-001 (a fully taste-masked, immediate release formulation of sodium phenylbutyrate) for urea cycle disorders (UCD) and Maple Syrup Urine Disease (MSUD). There are no FDA-approved drugs for vEDS and MSUD and limited options for UCD, which collectively impact more than 4,000 patients in the United States. Acer's product candidates have clinical proof-of-concept and mechanistic differentiation, and Acer intends to seek approval for them in the U.S. by using the regulatory pathway established under section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act, or FFDCA, that allows an applicant to rely for approval at least in part on third-party data, which is expected to expedite the preparation, submission, and potential approval of a marketing application. On Sept. 19, 2017, Acer Therapeutics Inc. completed the merger with Opexa Therapeutics, Inc., under which the stockholders of Acer (including investors in a financing that closed concurrently with the merger) become holders of 88.8% of combined company's outstanding common stock, with Opexa shareholders retaining 11.2%. Opexa incurred a net loss of $7.98 million for the year ended Dec. 31, 2016, compared to a net loss of $12.01 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $17.01 million in total assets, $2.25 million in total liabilities and $14.76 million in total stockholders' equity. Malonebailey, LLP -- http://www.malonebailey.com/-- in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred recurring losses, negative operating cash flows and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Acer Therapeutics said in its quarterly report for the period ended Sept. 30, 2017, that the Company has experienced recurring losses since inception. "The Company plans to raise capital through equity and/or debt financings. There is no assurance, however, that the Company will be able to raise sufficient capital to fund its operations on terms that are acceptable, or that its operations will ever be profitable. "There is substantial doubt about the Company's ability to continue as a going concern within one year after the date that the accompanying financial statements are available to be issued and these financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary as a result of the above uncertainty. Based on available resources, the Company believes that its cash and cash equivalents currently on hand are sufficient to fund its anticipated operating and capital requirements through the first half of 2018." ALL SOD NURSERY: Hearing on Plan Confirmation Set for March 21 -------------------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida issued an order conditionally approving All Sod Nursery, Inc.'s disclosure statement to accompany its chapter 11 plan. 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 March 21, 2018 at 10:30 a.m. in Ft. Myers, FL - Room 4−117, Courtroom E, United States Courthouse, 2110 First Street. 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 All Sod Nursery Inc. All Sod Nursery, Inc. operates a nursery located in Naples, Florida, where young, premature plants, shrubs and trees are grown until maturity and then offered for sale to the public. In addition to these products, the Company also sells sod and mulch to landscaping companies for larger projects. All Sod Nursery primarily operates out of its 4701 Radio Road location which acts as a "pick-up" retail location at which the plants, shrubs, trees, sod and mulch are sold. It provides delivery from this location for larger purchases. In addition to the Radio Road location, All Sod Nursery also utilizes land located at 1150 Pheasant Roost Trail, Naples, Florida, where it grows the plants, shrubs and trees until they are mature and ready for sale. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-07361) on August 21, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Judge Caryl E. Delano presides over the case. Dal Lago Law represents the Debtor as bankruptcy counsel. APEX XPRESS: March 5 Meeting Set to Form Creditors' Panel --------------------------------------------------------- Andy Vara, United States Trustee for Region 3, will hold an organizational meeting on March 5, 2018, at 10:00 a.m. in the bankruptcy cases of Apex Xpress, Inc. aka Apex. The meeting will be held at: United States Trustee's Office One Newark Center, 1085 Raymond Blvd 21st Floor, Room 2106 Newark, NJ 07102 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 Apex Xpress Apex Xpress, Inc., formerly known as Apex Trucking, provides transportation services. The Company offers copier, car, and motorcycle transportation services, as well as warehousing, copier installation, prepping, flatbed and building services. The Company has locations in Secaucus, New Jersey, Brooklyn, Maryland and Brockton, Massachusetts. Apex Xpress Inc. filed for bankruptcy protection (Bankr. N.J., Case No. 18-13134) on February 16, 2018. The petition was signed by Robert M. Cerchione, president. Hon. Stacey L. Meisel presides over the case. Saul Ewing Arnstein & Lehr LLP represents the Debtor. The Debtor estimated assets of $1 million to $10 million, and liabilities of $10 million to $50 million. ARROWHEAD RV: RVC USA Buying Marianna Property for $2.2 Million --------------------------------------------------------------- Arrowhead RV Sales, Inc., asks the U.S. Bankruptcy Court for the Northern District of Florida, to authorize the sale of its entire business interest in (i) 0.54 acre tract including a convenience store and restaurant Jackson County Tax Parcel number 12-4N-10-0000-0260-0011, 4820 Highway 90, Marianna, Jackson County, Florida, titled to Arrowhead RV Sales, Inc.; (ii) 1.256 acres of realty including a rental house, shop building, and storage units Jackson County Tax Parcel number 12-4N-10-0000-0270-0020, 4820 Highway 90, Marianna, Jackson County, Florida titled to Arrowhead RV Sales, Inc.; (iii) 21.23 acre commercial tract with 6 rental cabins and a laundry facility Jackson County Tax Parcel number 12-4N-10-0000-0260-0010, 4820 Highway 90, Marianna, Jackson County, Florida titled to Arrowhead Campsites, Inc.; along with all appurtenant rental trailers, commercial fixtures, and convenience store and restaurant equipment and inventory to RVC USA Management USA, LLC or assigns for $2,150,000. The Debtor is the owner of the Property. It is in the best interest of the estate and of all the creditors that the Property be sold to the proposed purchaser. The Debtor believes that it has negotiated a fair price for the sale. The Debtor and the Buyer have entered into Buy-Sell Agreement for the sale of the Property for $2,150,000, with $100,000 deposit. The sale will be free and clear of any liens in order to give clear title to the Buyer. Any valid lien will attach to the proceeds of the sale. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Arrowhead_RV_67_Sales.pdf Proceeds from the sale will be distributed as follows: (i) first to The Naumann Group Real Estate, Inc., which is entitled to 7% of the gross proceeds, in the amount of $150,500; (ii) then to any unpaid property taxes; next to the mortgage holder, PeoplesSouth Bank, in satisfaction of its lien rights; and (ii) then the remaining balance to the remaining creditors of the Debtor including the Internal Revenue Service and the Florida Department of Revenue, until all debts are paid in full; and any remaining balance to the shareholder of the Debtor. Counsel for Debtor: Allen P. Turnage, Esq. P.O. Box 15219 Tallahassee FL 32317 Telephone: (850) 224-3231 Facsimile: (850) 224-2535 E-mail: service@turnagelaw.com About Arrowhead RV Sales Based in Marianna, Florida, Arrowhead RV Sales Inc. provides recreational vehicles and camping supplies products. The Company offers cabin rentals, boat ramp, tent sites, open fires, and fishing pier services. Arrowhead RV Sales filed a Chapter 11 petition (Bankr. N.D. Fla Case No. 17-40518) on Nov. 17, 2017. The Debtor estimated $500,001 to $1 million in total assets and $1,000,001 to $10 million in total liabilities. The Karen K. Specie presides over the case. Allen Turnage at Allen Turnage, P.A., is the Debtor's counsel. The Debtor tapped Naumann Group Real Estate, Inc. as realtor. AVENUE SHOPPES: May 7 Plan Confirmation Hearing ----------------------------------------------- Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida conditionally approved the disclosure statement explaining Avenue Shoppes, LLC's plan of reorganization. An evidentiary hearing will be held on May 7, 2018, at 10:00 AM, to consider and rule on the disclosure statement and any objections or modifications and, if the Court determines that the disclosure statement contains adequate information within the meaning of 11 U.S.C. Section 1125, to conduct a confirmation hearing, including hearing objections to confirmation, 11 U.S.C. Section 1129(b) motions, applications of professionals for compensation, and applications for allowance of administrative claims. The hearing may be adjourned from time to time by announcement made in open Court without further notice. Any party desiring to object to the disclosure statement or to confirmation must file its objection no later than seven days before the date of the Confirmation Hearing. About Avenue Shoppes Avenue Shoppes, LLC, is a privately held company in Windermere, Florida, engaged in the business of real estate leasing. The company's principal assets are located at 8204 Crystal Clear Lane Orlando, Florida. Avenue Shoppes previously sought bankruptcy protection (Bankr. M.D. Fla. Case No. 11-02836) on March 1, 2011. The company is an affiliate of International Shoppes, LLC, which also filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-07549) on Dec. 4, 2017. Avenue Shoppes again filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-07663) on Dec. 8, 2017. In the petition signed by CRO Abdul Mathin, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor is represented by David R McFarlin, Esq., at Fisher Rushmer, P.A. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Avenue Shoppes, LLC as of Jan. 8, according to a court docket. BACHRACH: Closes Remaining Stores Following Bankruptcy Filing ------------------------------------------------------------- Bachrach is closing its doors after 140 years, presenting menswear shoppers with the opportunity to have the renowned "Bachrach look" at discounts of up to 50 percent off. All told, millions of dollars in stylish, high-end inventorysignature Bachrach suits, shirts, pants, accessories and moreare available at 14 store-closing sales across eight states, as well as at Great American Group and Tiger Group are conducting the liquidations on behalf of the retailer's creditors. The Los Angeles-based chain had briefly emerged from bankruptcy after an earlier round of store closures, but filed for Chapter 11 again on Feb. 16, 2018 (Bankr. C.D. Cal. Case No. 18-bk-11744). Scott Carpenter, President of GA Retail Solutions, noted that Bachrach, which was founded in 1877, is a historic retailer with a specific style and top-notch customer service. "Its loyal clientele associates the name not only with menswear of exceptional quality and style, but also with highly-trained salespeople who are adept at helping them look their best," he said. "You walk into Bachrach and they put together an entire outfit for you, right down to the tie pin and the pocket square." The store closings are underway at malls and other retail properties in Texas, Virginia, New Jersey, Tennessee, Michigan, Wisconsin, Indiana and Illinois. A full list of stores is available at https://www.bachrach.com/store-locator The inventory being sold includes double-breasted, slim-fit, modern-fit and three-piece suits; dress shirts, sport shirts and sweaters; dress and casual pants; denim and jeans; coats, blazers and vests; and accessories such as ties, label pins, cufflinks and pocket squares, most of which are from the Bachrach brand. "Bachrach is well-known for the way it balances universal appeal while always staying edgy," Mr. Carpenter said. "All of the elements of Bachrach's signature look, from boutonnieres to blazers, are available." Best known in the Midwest, the chain had at one time operated 32 stores. "Margins in the menswear sector have been shrinking due to declining foot traffic at malls, stiff competition from e-commerce retailers and significant shifts in consumer spending patterns," Mr. Carpenter noted. "Unfortunately, Bachrach's store locations were unable to survive these competitive pressures, despite its strengths, such as high-quality merchandise and customer service." Furniture, fixtures and equipment in the 14 stores are also available for purchase. Online shoppers will also find discounts of up to 50 percent off at Bachrach.com for approximately the next four to six weeks. About B&B Bachrach LLC Founded in 1877, the Bachrach -- http://www.bachrach.com/-- was founded by Henry Bachrach, who opened a single store in Decatur, Illinois, called "Cheap Charley" to serve the growing population of professional gentlemen who were settling in and developing the Midwest at the time. In 1910, the name of the Company was changed to Bachrach when the word "cheap" started to take on connotations beyond merely a bargain. Over the next century Bachrach evolved as a purveyor of fine men's clothing, becoming a brand widely recognizable across not only the Midwest, but throughout the United States. Bachrach promotes its brand as a menswear experience based upon a European fashion aesthetic, superior customer service and an emphasis on lasting customer relationships. B&B Bachrach, LLC, doing business as the Bachrach, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-15292), on April 28, 2017. In the petition signed by Brian Lipman, managing member, the Debtor estimated assets and liabilities ranging from $10 million to $50 million. The case is assigned to Judge Neil W. Bason. The Debtor is represented by Brian L Davidoff, Esq., at Greenberg Glusker Fields Claman Machtinger LLP. Solid Asset Solutions LP, serves as the Debtor's liquidation consultant. Grobstein Teeple, LLP has been tapped as financial advisor. On May 18, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Pachulski Stang Ziehl & Jones LLP as its legal counsel. BENDCO INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Bendco, Inc. 801 Houston Avenue Pasadena, TX 77502 Business Description: Bendco, Inc. -- http://www.bendco.com-- is a family-owned business that provides heat induction bending, cold bending and coiling services. For more than 30 years, the Company has offered custom bends and coils for a wide variety of industries including stadiums, roller coasters, bridges, pipeline and subsea structures. The Company is headquartered in Pasadena, Texas. Chapter 11 Petition Date: February 28, 2018 Case No.: 18-30849 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. David R Jones Debtor's Counsel: Richard Lee Fuqua, II, Esq. FUGUA & ASSOCIATES, P.C. 5005 Riverway, Ste. 250 Houston, TX 77056 Tel: 713-960-0277 E-mail: fuqua@fuqualegal.com rlfuqua@fuqualegal.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by John Tharp, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb18-30849_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb18-30849.pdf BENITEZ GONZALEZ: June 5 Plan Confirmation Hearing Set ------------------------------------------------------ Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico has approved the disclosure statement explaining Benitez Gonzalez & Asociados SE's plan of liquidation after determining that the Disclosure Statement contains "adequate information" as that term is defined in 11 U.S.C. Section 1125. A hearing for the consideration of confirmation of the Plan and objections as may be made to the confirmation of the Plan will be held on June 5, 2018 at 10:00 a.m. As previously reported by The Troubled Company Reporter, the liquidation plan proposed by Wigberto Lugo-Mender, the Chapter 11 Trustee of the Debtor, will pay class 3 general unsecured creditors a lump sum payment corresponding to the allowed amount of their claims from the carve-out proceeds deposited in the Chapter 11 Trustee estate account. Each member of Class 3 holding an allowed claim will receive a lump sum distribution within 30 days from the effective date, as per the Schedule Payments under the Plan of Reorganization The aggregate dividend under this class is limited to $20,000, as this will be the maximum carve-out amount approved by BSLP Funding LLC in the Plan of Liquidation for unsecured creditors. This class is not impaired. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/prb15-05940-11-137.pdf About Benitez Gonzalez Benitez Gonzalez & Asociados, SE, a special partnership, owns a multi-residential project consisting of 122 residential dwellings located at Arroyo, Puerto RIco. The residential units are leased through a federal reimbursement program to the Municipality of Arroyo. Benitez Gonzalez & Asociados, SE filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 15-05940) on Aug. 4, 2015. In its petition signed by Manuel E. Benitez Gonzalez, managing partner, the Debtor indicated $5.5 million in total liabilities. Charles Alfred Cuprill, Esq., served as bankruptcy counsel to the Debtor. On Oct. 28, 2015, a motion was filed by the U.S. Trustee seeking the appointment of Wigberto Lugo-Mender as Chapter 11 Trustee. After certain procedural matters raised by the principal secured creditor of this estate, on Dec. 3, 2015, the Court entered order granting the appointment of the Chapter 11 Trustee. The Chapter 11 Trustee: Wigberto Lugo-Mender, Esq. Chapter 11 Trustee/ Attorney for the Estate 100 Carr. 165 Suite 501 Guaynabo, P.R. 00968-8052 Tel: (787) 707-0404 Fax: (787) 707-0412 E-mail: wlugo@lugomender.com BERLEY ASSOCIATES: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Berley Associates, Ltd 237 South Street Morristown, NJ 07960 Business Description: Berley Associates, Ltd. lists its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company previously sought bankruptcy proteciton on Sept. 5, 2012 (Bankr. D.N.J. Case No. 12- 32032). It is an affiliate of Pazzo Pazzo, Inc., which also filed a bankruptcy petition under Chapter 11 of the Bankruptcy Code on Feb. 23, 2018 (Bankr. D.N.J. Case No. 18-13516). Chapter 11 Petition Date: February 28, 2018 Case No.: 18-13914 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. John K. Sherwood Debtor's Counsel: Lawrence Berger, Esq. BERGER & BORNSTEIN, LLC 237 South Steet PO Box 2049 Morristown, NJ 07962-2049 Tel: (973) 993-8600 E-mail: lberger@uslandresources.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lawrence S. Berger, president. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb18-13914.pdf BOEGEL FARMS: Proposes an Auction Sale of Kansas Real Properties ---------------------------------------------------------------- Boegel Farms, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Kansas to authorize the auction sale of their real properties located in (i) Kearny County, Kansas, consisting of the two remaining quarters pledged to Security State Bank ("SSB"), consisting of 320 acres; and (ii) in Greeley and Wichita Counties, Kansas currently pledged to RABO AgriFinance, LLC, consisting of approximately 7,200 acres to be conducted by Hutcheson Real Estate & Auction Co., Inc. The Debtors believe that it is in the best interest of their bankruptcy estate and their creditors to sell the Kearny Property free and clear of liens and encumbrances. The proceeds from the auction will first be applied to auctioneer fees, ordinary costs of sale, closing costs, recording costs, unpaid and pro rata real property taxes, and U.S. Trustee fees (on account of any sales in 2018). Any remaining funds will be paid directly to SSB. The description of said real property to be auctioned is (i) East Half of S13-T23-R38, Kearny County, Kansas, consisting 320 acres. This property is owned by Warren L. Boegel Trust UTA 2-07-07 ("Revocable Trust"), Warren Boegel, Trustee. In addition, the Debtors believe that it is in the best interest of their bankruptcy estate and their creditors to sell the Greeley and Wichita Counties Properties free and clear of all liens and encumbrances. The proceeds from the auction will first be applied to auctioneer fees, ordinary costs of sale, closing costs, recording costs, unpaid and pro rata real property taxes, and U.S. Trustee fees (on account of any sales in 2018). Any remaining funds will be paid directly to Rabo. The description of said real property to be auctioned is as follows: a. Tract 1: (i) All of S30-T18-R38, Wichita County, Kansas (640 acres); and (ii) North Half of S31-T18-R38, Wichita County, Kansas (320 acres); b. Tract 2: (i) South Half of S29-T18-R38, Wichita County, Kansas (320 acres); (ii) All of S32-T18-R38, Wichita County, Kansas (640 acres); and (iii) North Half of S5-T19-R38, Wichita County, Kansas (320 acres); c. Tract 3: (i) All of S28-18-38, Wichita County, Kansas (640 acres); (ii) Northwest Quarter of S33-T18-R38, Wichita County, Kansas (160 acres); and (iii) South Half of S33-T18-R38, Wichita County, Kansas (320 acres); d. Tract 4: Southwest Quarter of S6-T19-R38, Wichita County, Kansas (160 acres); e. Tract 5: Northeast Quarter of S18-T19-R38, Wichita County, Kansas (160 acres); f. Tract 6: North Half of S23-T19-R38, Wichita County, Kansas (320 acres); g. Tract 7: Northeast Quarter of S20-T19-R38, Wichita County, Kansas (160 acres); h. Tract 8: (i) Northwest Quarter of S30-T19-R38, Wichita County, Kansas (160 acres); and (ii) Southeast Quarter of S30-T19-R38, Wichita County, Kansas (160 acres); i. Tract 9: All of S33-T20-R38, Wichita County, Kansas (640 acres); j. Tract 10: Northeast Quarter of S11-T19-R39, Greeley County, Kansas (160 acres); k. Tract 11: (i) South Half of S34-T19-R39, Greeley County, Kansas (320 acres); and (ii) All of S3-T20-R39, Greeley County, Kansas (640 acres); and l. Tract 12: (ii) All of S2-T20-R39, Greeley County, Kansas (640 acres); and (ii) South Half of S35-T19-R39, Greeley County, Kansas (320 acres). There are no currently producing mineral rights on the Properties. Mineral rights, if any, will not be sold with the Properties; such rights will remain with the applicable Debtor. The net proceeds from the portion of the Property identified will be delivered to Rabo only up to the amount remaining due on Rabo's allowed secured claim, with the excess, if any, being delivered to the bankruptcy estate. a. In determining the amount remaining due on Rabo's allowed secured claim, such claim will consist of the amounts owed on Claim Nos. 2 and 3 filed in Case No. 17-10222 as of the Petition Date in the aggregate amount of $14,321,675 ($1,517,123 on Claim No. 2 plus $12,804,553 on Claim No. 3), plus interest on the unpaid principal balance of Claim Nos. 2 and 3 and attorney's fees accruing thereafter from the Petition Date until the date sales proceeds are delivered to Rabo from the sale of the Property, less payments made to Rabo since the Petition Date. b. With respect to the calculation of post-petition interest on Claim Nos. 2 and 3, the parties stipulate and agree that conditioned upon full compliance by the Debtors with their obligations under this Motion and any Order Granting the Motion, interest will accrue on Rabo's allowed secured claim from the Petition Date through Jan. 5, 2018 on the unpaid principal balance of Claim Nos. 2 and 3 at the applicable contract interest rates of interest related to those claims, plus one-half of the additional interest rate allowed as "default rate" interest under the contract. From and after Jan. 6, 2018, interest will accrue on the unpaid principal balance of Claim Nos. 2 and 3 at the contract rate of interest without any default interest accruals. The attorney's fees for Rabo to be paid by the Debtors through the sale of their real estate assets also will not be greater than $100,000 through March 31, 2018, also conditioned on the Debtors being in full compliance with the terms of this Motion and any Order granting the Motion. The counsel for Rabo will provide itemized billing statements supporting such fees to the Debtors' counsel not later than April 15, 2018, subject to appropriate redactions as are necessary to protection attorney-client privilege. c. After the completion of the sale, and unless Rabo's allowed secured claims is paid in full from the proceeds of sale, Rabo will continue to retain its lien on and security interest in its remaining collateral, including but not limited to its lien on the $400,000 hold back currently on deposit in Hinkle Law's trust account and its lien on the South Half of S14-T27-R38, Grant County, Kansas (287 acres). In the event that Rabo's allowed secured claim is not paid in full from the sale of the 7200 acres identified, Rabo will also be granted as additional collateral in addition to its existing collateral a second priority security interest in the Debtors' machinery, equipment, crops, and other farm products, and all proceeds therefrom, currently encumbered by the lien of SSB. Any such deficiency will continue to accrue interest at the contract rate. The remaining deficiency balance will be paid as set forth. In the event that the proceeds from the sale of the Properties exceed the amount necessary to pay Rabo's allowed secured claim in full, any remaining proceeds will be paid to Boegel Farms, LLC, to be utilized as set forth. The Debtors ask Court approval to hold a public auction in order to sell the Properties to be conducted by Hutcheson. They ask approval of their Contract with Hutcheson. The auction will be conducted not later than March 31, 2018, with closing to occur not later than April 30, 2018. Pursuant to the Contract, Hutcheson will receive a commission of 2.5% of the auction price, which will be deducted from the sales proceeds. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Boegel_Farms_226_Sales.pdf Pro rata taxes and recording fees associated with filing copies of bankruptcy filings will be paid by the Debtors out of the sale proceeds. All title insurance, title examination, escrow or settlement, and any other recording fees will be paid by the successful bidder at auction. The auction will have no reserve, although SSB and Rabo will retain their credit bid rights against all or any portion of their collateral and, if either party exercises those rights and is the successful bidder for their collateral, they will be required to pay at closing the commissions owed to Hutcheson and pro rata taxes and recording fees that the Debtors would otherwise pay at closing. The Property will be sold subject to the Debtors' rights to continue growing and harvesting the crops currently in the ground, which will all be harvested not later than July 31, 2018. In the event that the Debtors obtain either (i) an offer to purchase the Properties on terms that are mutually acceptable to the Debtors, SSB, and Rabo, or (ii) an unconditional and irrevocable loan commitment from a bona fide lender that is acceptable to the Debtors, SSB and Rabo and that is in an amount sufficient to pay Rabo and SSB in full by no later than April 30, 2018, the auction may be cancelled. Such a purchase offer or loan commitment must be received not later than March 10, 2018 in order to provide Hutcheson with sufficient opportunity to advertise the cancellation of the auction. The deadlines set forth for the date of the auction and the closing of the sale may be extended by mutual agreement of the Debtors, SSB, and Rabo without further order of the Court. Upon the closing of the sale of the Property, SSB will withdraw its Motion to Appoint Trustee. In the event that the net proceeds from the sale of the Properties exceed the amount necessary to pay Rabo's allowed secured claim in full, the Debtors will first pay any administrative expenses then outstanding in the case, including but not limited to fees of the United States Trustee that may be owed on account of the distribution of proceeds from the sales of assets in 2018. Thereafter, they will distribute any remaining net proceeds to SSB and Smith Crop Consulting in a prorated amount vis a vis their respective claims herein, up to the full remaining amount of their claims. The 7200 acres of real property serving as Rabo's collateral will be auctioned in twelve separate tracks in the order set forth, which has been targeted to generate the maximum possible revenue to the estate in the discretion and professional judgment of Hutcheson. If the auction has generated sufficient proceeds to pay the claims of Rabo, SSB, and Smith Crop Consulting in full, the auction of the remaining tracts not yet sold, if any, may be cancelled. To the extent that the proceeds from the sale of the Property are insufficient to repay the claims of SSB or Rabo in full, the Debtors also will sell the South Half of S14-T27-R38, Grant County, Kansas (287 acres) by auction no later than April 30, 2018, with the auction to close no later than May 31, 2018. Such auction will be approved by an order granting the Motion on the same terms and conditions set forth for the sale of the Properties, with the exception of the date of the auction and the date of closing. Any remaining balance of the claims of SSB or Rabo will be paid in full not later than Aug. 31, 2018 through liquidation of all remaining collateral pledged to SSB and Rabo and through the liquidation of any other nonexempt assets of the Debtors not currently pledged to SSB or Rabo as will be necessary to pay the claims of SSB and Rabo in full. Such payment will be made using funds on hand, proceeds from the sale of crops, proceeds from the sale of machinery and equipment, loan proceeds, or any combination thereof as may be available to the Debtors. Any auction of machinery or equipment or other tangible assets will be conducted by no later than July 31, 2018, with closing and funding to occur by no later than Aug. 31, 2018. Further, the Debtors' use of cash collateral will continue to be in conformance with all applicable orders of the Court, including the Court's orders regarding the use of cash collateral as set forth in the Agreed Order Extending Use of Cash Collateral and Exclusivity, dated Sept. 27, 2017, and with the requirements described. Upon confirmation of a Chapter 11 plan, the Debtors' use of cash collateral and other assets will comply in all respects with the terms of the confirmed Chapter 11 plan. Notwithstanding the foregoing Aug. 31, 2018 deadline to satisfy the remainder of SSB's and Rabo's claims, the Debtors and Rabo acknowledge that issues related to Warren Boegel's homestead, including whether and when that homestead will be sold and the terms of any restructuring of Rabo's claims against that asset, may be modified by subsequent motion and order or a confirmed Chapter 11 plan, and all parties reserve their rights concerning the homestead (except that that the Debtors' stipulate and agree that Rabo has an unavoidable first priority lien on the $400,000 holdback and its lien against those funds will also attach to any homestead purchased with the same validity and priority). In the event that any deficiency remains owing to either Rabo or SSB after the sale of the Property and the liquidation of their other collateral and the liquidation of all remaining non-exempt assets of the Debtors, both Rabo and SSB agree to release the Debtors, Jack Boegel, Janice Boegel, and the Jack and Janice Boegel Irrevocable Trust from any such remaining deficiency. There are no other liens against the Properties other than those held by Rabo and SSB as set forth. There also are no liens against the South Half of S14-T27-R38, Grant County, Kansas (287 acres) other than the consensual lien in favor of Rabo and statutory tax liens. The sale will be free and clear of liens, with liens to attach to the proceeds of the sale. The Debtors believe it is in the best interests of the bankruptcy estate and their creditors to sell the Properties (as well as the South Half of S14-T27-R38, Grant County, if necessary). They anticipate that the sale proposed will generate in excess of $13 million. The remaining balances of the claims of Rabo, SSB, and Smith Crop Consulting are less than $10.5 million. As such, it is very likely that the sale will retire all claims in these cases, with the exception of certain equipment loans that are separately collateralized. Notwithstanding the approval of the Motion, the Debtors will continue to be obligated by all existing orders of the Court, including the Court's orders regarding the use of cash collateral. Further, they stipulate and agree that until the allowed claims of SSB and Rabo are paid in full, they will not use cash collateral for the planting of any additional crops, and the Debtors' use of cash collateral for crop related activities will be limited to (a) the use of cash collateral to liquidate all currently harvested crops of the Debtor, and (b) the use of cash collateral to maintain, harvest and thereafter liquidate the Debtors’ growing wheat crops. By no later than Feb. 28, 2018, the Debtors will either obtain SSB's and Rabo's written consent to, or will file a motion for approval of an order of the Bankruptcy Court approving, an updated 2018 crop budget which lists the authorized expenses related to both the currently harvested crops and the Debtors' growing wheat crops. Upon confirmation of a Chapter 11 plan, the Debtors will be obligated by the terms of the confirmed Chapter 11 plan. They will not propose a Chapter 11 plan in the case which is inconsistent with the terms set forth regarding the treatment and payment of the allowed claims of SSB and Rabo. SSB is represented by: Bruce J. Woner, Esq. WONER, REEDER & GIRARD, P.A. P.O. Box 67689 Topeka, KS 66667-0689 Telephone: (785) 235-5330 Facsimile: (785) 235-1615 E-mail: woner@wrglaw.com Rabo is represented by: Michael Johnson, Esq. RAY QUINNEY & NEBEKER, P.C. 36 South State Street, Suite 1400 Salt Lake City, UT 84111 Telephone: (801) 323-3363 Facsimile: (801) 532-7543 E-mail: mjohnson@rqn.com The Auctioneer: Shaun Hutcheson HUTCHESON REAL ESTATE & AUCTION CO. 400 East Santa Fe Trail Lakin, KS 67860 Telephone: (620) 355-7991 Facsimile: (620) 355-7994 E-mail: shaunhutcheson@hotmail.com About Boegel Farms Boegel Farms, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 17-10222) on Feb. 23, 2017, estimating its assets and debt at $10 million to $50 million. The case is jointly administered with the bankruptcy cases of Three Bo's, Inc. (Bankr. D. Kan. Case No. 17-10221) and Warren L. Boegel and the Warren L. Boegel Trust UTA 2-07-07, Warren L. Boegel, Trustee (Bankr. D. Kan. Case No. 17-10224). The petitions were signed by Jack Boegel, president. The cases are assigned to Judge Robert E. Nugent. David Prelle Eron, Esq. at Eron Law, P.A., is the Debtors' counsel. GlassRatner Advisory & Capital Group LLC is the financial adviser. Roger Schulz and Cathleen Mueller of Schulz and Leonard, P.C., are the Debtors' accountant. No trustee has been appointed in the Debtors' cases. BOSS LITHO: MKM Buying 2006 Heidelberg Speedmaster for $625K ------------------------------------------------------------ Boss Litho, Inc., asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of its ownership interest in its used 2006 Heidelberg Speedmaster 28" x 40" six-color sheet fed Printing Press sin 547250 Model 102-6-p3+1 to MKM Importers, Inc. for $625,000. The Debtor asks that the Court set a hearing on the Motion on shorten notice for March 8, 2018 at 8:30 a.m. The Property no longer provides any benefit to the estate because the Debtor no longer requires the Property to perform its business. Therefore, its immediate sale of the Property will result in a significant reduction of administrative liability for the estate. The sale of the Property to MKM will be free and clear of all, liens, claims and interests. The Debtor believes that the Purchase Price maximizes the value of the Property to the estate. The Buyer will pay a total of $625,000 and will make a deposit of $20,000. The Property will be sold by MKM to The Department of Justice (i.e., UNICOR, Federal Prison Industries, Inc.). DOJ intends to inspect the Property on Feb. 28, 2018. If acceptable, the DOJ will want delivery as soon as possible. Due to the logistics involved in dismantling, transporting and then reassembling the Property at the appropriate DOJ facility in Hopewell, Virginia, MKM, and DOJ requires ownership of the Property (free and clear of all liens and encumbrances) no later than March 10, 2018. The full terms of the sale of the Property are set forth in the Purchase Agreement. The sale of the Property will not be subject to any overbid procedure due to the terms and logistics of the Sale, and extensive time on the market. In addition, the Sale will be noticed to all creditors and the Debtor has contacted at least 2 potential additional purchasers postpetition (who are brokers/liquidators) who have no interest in overbidding. The Debtor bought this machine live years ago for approximately $700,000 and is selling it for $625,000, and believes that similar machines on the market are for sale at approximately $450,000. The Property was bought for a very good price by the Debtor, and has low mileage, and thus, that is why the Debtor can get a premium on the Purchase Price. The Debtor contends that an overbid process would likely result in no better return to the bankruptcy estate than going forward with the Sale. The Property will be sold free and clear of all liens, claims and encumbrances. The Debtor believes that Bank of Hope through BancLeasing asserts a first priority purchase money lien on the Property in the amount of $195,066. An email dates Feb. 14, 2017 from BancLeasing indicates that the payoff on the Heidelberg is in the amount of $195,066. That amount will be paid from the proceeds of the Sale. If Bank of Hope disputes that amount, or any other party asserts liens on the Property, the Debtor will maintain the Sale proceeds in a segregated account for at least 30 days and will only disperse the proceeds to its general account once that amount is determined and resolved. Therefore, the Debtor asks that the Court approves the Sale. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Boss_Litho_58_Sales.pdf The Purchaser: Michael Marino, President MKM IMPORTERS, INC. 152 Rockwell Road Newington, CT 06111 Telephone: (860) 665-7885 Facsimile: (860) 665-7831 About Boss Litho Inc. Boss Litho, Inc. -- http://bosslitho.com-- is a printing and packing company located in the City of Industry, California. Boss Litho sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11454) on Feb. 9, 2018. In the petition signed by Jean Paul Nataf, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Sandra R. Klein presides over the case. Kogan Law Firm, APC, is the Debtor's counsel. CANTRELL DRUG: Files for Temporary TRO v. FDA to Avert Closure -------------------------------------------------------------- Dr. James L. McCarley, Jr., Founder and CEO of Cantrell Drug Company, a 503B Registered Outsourcing Facility, on March 1 disclosed that his Company has filed for a Temporary Restraining Order to prevent the FDA from shutting the Company down. The motion was filed in the United States Bankruptcy Court Eastern District of Arkansas Little Rock Division. Cantrell Drug Company, founded in 1952, provides sterile injectable pharmaceuticals that are primarily used in hospitals. These are drugs that are either in short (sometimes critical) supply or ones that require compounding in order to prepare the medication in a final form for administering to patients. Cantrell's products also offer significant cost savings to hospitals who are under tight budget constraints. "My back is really against the wall," commented Dr. McCarley. "The FDA has inspected us twice in the last year and voiced concerns about quality deficiencies that are strictly regulatory in nature and not in response to any product problem or patient illness. I couldn't be a stronger advocate for the safety of patients receiving our product. Over the years, we've manufactured millions of drug doses delivered to hundreds of hospitals and helped save thousands of patients' lives. My honest desire is to do things right and fully comply with all the FDA's regulations. I've dedicated the last twelve months and most of my life's savings trying to satisfy the Agency. I even outsourced oversight of our Quality Assurance and Quality Control (QA/QC) authority for batch release to an expert third-party consulting firm. I hired a senior and seasoned QA/QC Director with years of experience working specifically in the 503B field to work with our third-party consultants and take the lead in documenting and communicating fully and frequently with the FDA. I had the facility and quality systems inspected and re-inspected by several outside QA/QC consulting firms. Those independent experts concluded that we were operating under a state of sufficient quality control for release of safe product. We have also implemented their suggestions for improvements. As one expert summarized in his report to Cantrell, "it appears there is a communication problem -- not a compliance problem!" Despite all the company's efforts, Dr. McCarley heard very little back from the FDA other than broad categorical statements. "They declined an invitation to re-inspect our facility. They also declined to have a conference call with us to discuss our progress and what else they might need, leaving us guessing and trying to cover all bases," commented Dr. McCarley. "Then I get a letter, dated December 27, 2017, from the US Department of Justice stating we're still out of compliance, and they intend to file suit. It's like they're playing a game of 'got you.'" Dr. McCarley indicated that none of this lines up with the FDA Commissioner's February 13th statement about creating a Center for Excellence that would "provide much-needed education and training to improve product quality, safety and purchaser confidence, and help the FDA adjust its regulatory oversight to better match the scope of production of an individual compounding pharmacy." Dr. McCarley added, "In fact, I'll be kindly extending an invitation to the FDA Commissioner today to visit us. I think it would be great for him to see first-hand the operations and capabilities of our company." The letter from the DOJ to Cantrell indicated it would seek an injunction in federal court to prohibit Cantrell from releasing product unless Cantrell signed a Consent Decree of Permanent Injunction. In that Agreement with the FDA, Cantrell would have to shut down production again. "They want to shut us down for a third time in spite of everything we've done, and this time it will be the end of the Company. We are a family-owned business, and we simply don't have the resources to continue to fight a bureaucracy that makes broad claims against us, gives little feedback, and ignores independent third-party experts. All this is at a snail's pace that would choke any small business. After the second shutdown, we were forced into Chapter 11 Bankruptcy. At that time, I vowed it was my intent to pay all my creditors 100 cents on the dollar. In just a few short months we've made tremendous progress, and, thanks to our loyal hospitals, business is good -- very good. We've actually had to hire more employees to expand production in order to meet hospital demand for critical drug shortages. A third shutdown will be the end. And if that happens, our hospital customers lose, their patients lose, and our creditors lose." Cantrell Drug previously filed for Chapter 11 Bankruptcy reorganization on November 7, 2017 and is asking the Bankruptcy Court to protect the interests of its creditors for a grace period of at least 45 days during which time Cantrell hopes to negotiate a resolution with the FDA while it continues its normal business operations. Among the drugs compounded by Cantrell is a Morphine Sulfate injection used to relieve severe pain; that drug is listed on the drug shortage list by the FDA and is considered to be in critically short supply. Currently, Cantrell produces over 80,000 Morphine Syringes every month and is planning to increase production. "If Cantrell Drug shuts down, thousands of patients may not receive the pain medication they need and hospital pharmacists will be scrambling. All of this is in direct conflict with Congress' intent to provide a solution for drug shortages through 503B Outsourcing Facilities such as Cantrell," said Dr. McCarley. About Cantrell Drug Established in 1952, Cantrell Drug Company -- https://www.cantrelldrug.com/ -- is a privately owned multi-faceted specialty pharmaceutical company providing sterile and non-sterile pharmaceutical preparations to meet the needs of patients, physicians, clinics, and healthcare institutions throughout the United States. Cantrell Drug is comprised of two divisions: a state-based custom compounding division primarily designed to "bridge the gap" with commercial product drug shortages, and a FDA registered division known as an "Outsource Human Drug Compounder." Cantrell Drug Company filed a Chapter 11 petition (Bankr. D. Ark. Case No. 17-16012) on Nov. 7, 2017. James L. Mc Carley, Jr., its CEO, signed the petition. The case is assigned to Judge Phyllis M. Jones. The Debtor is represented by Kevin P. Keech, Esq. at Keech Law Firm, P.A. At the time of filing, the Debtor disclosed $15.11 million in assets and $7.46 million in liabilities. CAREY CRUTCHER: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Carey Crutcher, Inc., as of March 1, 2018, according to the court docket. About Carey Crutcher Carey Crutcher, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 17-36696) on Dec. 13, 2017, estimating under $50,000 in assets and under $500,000 in liabilities. The Company is in the Navigational, Measuring, Electromedical, and Control Instruments Manufacturing industry. The Debtor hired Julie M. Koenig, Esq., at Cooper & Scully, P.C., as counsel. CARL WEBER: Wants Up To $250,000 in Financing From Principals ------------------------------------------------------------- Carl Weber Green Properties, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey to authorize up to $250,000 in debtor-in possession financing from the Debtor's principals, M.D. Sass Municipal Finance Partners-II, LP, Municipal Finance Partners-IV, LLC, and Municipal Finance Partners-V, LLC. The loan will be used for paying post-petition real estate taxes, insurance, administrative expenses and other post-petition obligations as same may arise. The Lenders request that the loan be secured by a junior lien on the Real Property Holdings. The Debtor is currently not generating revenues necessary to pay the post-petition expenses of the Debtor, including, in particular, the payment of real estate taxes and insurance as well as professional fees and other expenses. The Debtor requires funding from other sources in order to satisfy post-petition expenses, including, real estate taxes and insurance. The Debtor requires financing to pay the carrying costs associated with the Real Property Holdings including real estate taxes and insurance. Because the Debtor does not currently generate any income to meet its expenses, the Debtor has, understandably, been unable to procure unsecured post-petition financing. The Lenders have agreed to loan an amount not to exceed $75,000 on an interim basis and ultimately up to $250,000; provided that the loan is secured by a junior lien against the Real Property Holdings. As part of the terms of financing, and at its sole discretion, the Lenders will be authorized to make advances to the Debtor on an as-needed basis. The Lenders propose that the loan will accrue interest at a rate of 5% per annum. A copy of the Debtor's request is available at: http://bankrupt.com/misc/njb17-29110-55.pdf About Carl Weber Green Properties Carl Weber Green Properties, LLC, was formed on Oct. 9, 2012 as a real estate holding company, which owns various parcels of real property located in the State of New Jersey. It was formed as a special purpose vehicle to hold and monetize real property assets. The assets are all real properties obtained through tax lien foreclosures conducted by members of the Company. Carl Weber sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-29110) on Sept. 20, 2017. In the petition signed by Manager Philip Sivin, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. Giordano, Halleran & Ciesla, P.C., serves as counsel to the Debtor. COMERCIAL CELTA: May 1 Disclosure Statement Hearing Set ------------------------------------------------------- Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico will convene a hearing on approval of the disclosure statement explaining Comercial Celta Inc.'s plan for May 1, 2018, at 10:00 a.m. to consider and rule upon the adequacy of the disclosure statement and to consider objections to the disclosure statement. The Debtor's principal asset is a commercial building located at Cupey Alto, Puerto Rico, which for the past several years has been leased to unrelated tenants. The only reason that triggered the filing of the Chapter 11 petition was a State Court proceeding being litigated at State Court with a former tenant named Russian Roulette Inc. under civil case No.KAC2013-0919. The case ended up with a Judgment in favor of the tenant, now creditor, awarding damages on a breach of contract. Class 2 - General Unsecured Creditors consist of all general unsecured creditors for which the debtor is the main obligor and will include all claims included by the debtor on the schedules and all those who filed a timely proof of claim. The estimated maximum liability on amounts under this class is in the amount of $562,612. Russian Roulette Claim #3 $485,000 Quinoy Realty Corp. Scheduled Amt. $67,612 For the reason that Debtor contests any amounts due to claimant Russian Roulette, Inc., and the amounts and nature of the claim is still pending before the Puerto Rico Court of Appeals docketed as KLCE 2016-02343, this class will not receive any payments or dividends until final adjudication by the State Court of this pending appeal. In the event of a final ruling adverse to Debtor's contention regarding the non-allowance of this claim, an amended Plan providing alternative means for payments will be filed in order to conform with the final disposition of the contested amounts now being claimed. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/prb17-00080-73.pdf About Comercial Celta Comercial Celta Inc.'s principal asset is a commercial building located at Cupey Alto, Puerto Rico, which for the past several years has been leased to unrelated tenants. Comercial Celta filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 17-00080) on Jan. 10, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Wigberto Lugo Mender, Esq. Prompting the Chapter 11 filing was a state court proceeding being litigated at State Court with a former tenant named Russian Roulette Inc. under Civil Case No.KAC2013-0919). The state court case ended up with a judgment in favor of the tenant, now creditor, awarding damages on a breach of contract. Notwithstanding an appeal process, a foreclosure sale of this real property was scheduled for January 2017. The Debtor sought bankruptcy protection to stop the foreclosure. DEEP OPERATING: March 19 Plan Confirmation Hearing Set ------------------------------------------------------ Judge Karen K. Brown of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, conditionally approved the disclosure statement explaining Deep Operating, LLC's plan of reorganization after finding that the plan outline contains adequate information. March 19, at 11:00 a.m., is the date and time for a hearing on confirmation of the Plan. March 13 is the deadline for filing written acceptances or rejections of the Plan. As previously reported by The Troubled Company Reporter, under the Plan, the general unsecured creditors are classified in Classes 3, 4 and 5: Class 3 consists of general unsecured claims that are not secured by equity in the Debtor's Assets; Class 4 consists of general unsecured claims of insiders; and Class 5 consists of general unsecured claims of equity holders. Class 3 will receive a distribution at the minimum of 25% of their allowed claims, in deferred monthly disbursements from the Debtor's revenues generated by its operations, as well as from recovery of claims and amounts due to the estate. Class 4 will only receive distributions if all allowed unsecured claims are paid in full. Class 5 will retain their interests in equity in the Reorganized Debtor. The Debtor intends to fund the Plan by the following means: (a) Texas Railroad Commission Services Bond. The Debtor has posted a $50,000 servicer's cash bond with the Texas Railroad Commission. The Debtor will withdraw its servicer's bond and obtain release of these funds. The Debtor believes that it does not need the servicer's bond to continue its operations as an oil and gas company. (b) The Debtor will collect on accounts receivable owed to it. The funds recovered will be used to satisfy obligations under the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-33626-31.pdf About Deep Operating Deep Operating, LLC, is a Texas Limited Liability Company, incorporated on February 13, 2014. The Debtor is a wholly owned subsidiary of Deep Energy Exploration Partners, LLC, whose principal place of business is located in Houston, Texas. The Debtor conducts all oil and gas operations for Deep Energy Exploration as well as other producers in Texas. Deep Operating filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-33626) on June 8, 2017. In the petition signed by CEO Javier Arellano, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Karen K. Brown is the case judge. John Vincent Burger, Esq. of the Burger Law Firm, is counsel to the Debtor. EVERMILK LOGISTICS: Needs More Time to Negotiate Plan ----------------------------------------------------- Evermilk Logistics LLC, asks the U.S. Bankruptcy Court for the Southern District of Indiana to extend until April 11, 2018, the exclusive period during which the Debtor can solicit votes in connection with its Chapter 11 plan. As reported by the Troubled Company Reporter on Feb. 6, 2018, the Debtor asked for an extension of the solicitation period to and including March 12, 2018. On Feb. 27, 2018, Judge Jeffrey J. Graham previously extended, at the behest of the Debtor, the period during which only the Debtor can solicit acceptance of its plan until March 12, 2018. The Debtor is in negotiations regarding the amended plan and disclosure statement, and a hearing will be held on March 12, 2018, if objections to the amended plan and disclosure statement are timely filed. In light of the scheduled hearing on the amended plan and disclosure statement, the Debtor requests an extension of the deadline to solicit acceptances of its plan. Copies of the court order and the motion are available at: http://bankrupt.com/misc/insb17-03613-139.pdf http://bankrupt.com/misc/insb17-03613-140.pdf 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. In the petition signed by Teunis Jan Willemsen, member, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Jeffrey J. Graham. The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker Daniels LLP. No trustee or examiner has been appointed, and no committee has yet been appointed or designated. FIRESTAR DIAMOND: Three Nirav Modi Firms File for U.S. Bankruptcy ----------------------------------------------------------------- Chapter 11 bankruptcy petitions have been filed by Firestar Diamond, Inc., and two other U.S. companies owned by Indian billionaire Nirav Modi who has been accused of defrauding Punjab National Bank (PNB) of close to $2 billion (Rs12,717 crore). The U.S. Debtors -- Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc. -- are affiliated with the Mumbai, India-based Nirav Modi global diamond jewelry house. Each of the U.S. Debtors is engaged in business as a wholesaler of fine jewelry merchandise. FDI and FI have $90 million of annual sales to some of the most well-known and well regarded major department stores, major specialty stores chains, wholesale clubs, and United States armed services bases. Their accounts include Zales, Kay's, Jared's, COSTCO, Sam's Club, Macy's, JC Penney, U.S. Navy, etc. FDI and FI also hold a license for certain intellectual property relating to the Endless Diamond brand and the touch-set jewelry design. The centerpiece of the AJI business is its 125 year old luxury bridal brand "A. JAFFE". AJI sells fine jewelry merchandise to hundreds of the finest independent jewelry stores in America. AJI sales had been growing in solid double digits for the last three years and were projected to reach $23 million in fiscal 2018. FDI is a wholly owned subsidiary of Firestar Group, Inc. ("FGI"), a Delaware corporation. FGI is a wholly owned subsidiary of Synergies Corporation, a Delaware corporation. Approximately 95% of the equity of AJI is owned by Synergies. Synergies is a wholly owned subsidiary of Firestar Holdings Limited ("FHL"), a Hong Kong corporation. FHL is a wholly owned subsidiary of Firestar International Limited ("FIL"), an India corporation. Nirav Modi ("Modi"), directly or indirectly, is the majority shareholder of FIL. Prepetition Secured Debt FDI and FI are co-borrower debtors under a co-lending facility with Israel Discount Bank of New York ("IDB") and HSBC Bank USA, N.A., which originated in 2008, in the aggregate amount of $28,000,000 (the "Loan Facility"). The Loan Facility is comprised of: (I) $8,600,000 outstanding under the IDB Revolving Credit Facility in the original principal amount of $12,000,000, pursuant to a Line Letter, dated as of Oct. 8, 2013 and effective as of Sept. 30, 2013, executed by and among IDB, as lender, and FDI and FI, as co-Borrower Debtors, and guaranteed by Modi personally, as well as by FIL and FGI; and (II) $11,400,000 outstanding under the HSBC Loan Agreement in the principal amount of $16,000,000, pursuant to an Amended and Restated Loan Agreement, dated as of Sept. 4, 2008, was executed by and between HSBC, as lender, FDI, as borrower, and FI as co-borrower. Events Leading to Chapter 11 Filing Mihir Bhansali, president and sole director of FDI, explains that three weeks ago, news reports surfaced out of India which alleged that Modi, and certain foreign entities with which he was affiliated, were involved in obtaining unauthorized loans from Punjab National Bank ("PNB") in the form of letters of under taking ("LOU") which were used to fund payments to suppliers for purchases. The aggregate amount of the allegedly unauthorized LOU was initially reported as approximately $40 million. By the following week, additional news reports surfaced out of India in which PNB alleged that PNB bank officials colluded with Modi, and that the parties had engaged in such conduct over an extended period of time. PNB estimated that the magnitude of the allegedly unauthorized was in excess of $1 billion. Those articles also referenced other individuals and diamond jewelry companies with which Modi is not affiliated. It is unclear how much of the estimated $1 billion number quoted in the articles is purportedly attributable to Modi, and entities with whom he is affiliated, and how much is purportedly attributable to other unaffiliated third parties. PNB filed a criminal complaint in India in connection with the foregoing allegations and India's Central Bureau of Investigation is currently conducting an investigation. Recently, authorities in India began attaching, seizing and/or freezing various assets and properties belonging to Modi and properties belonging to various entities in which he had a direct or indirect ownership interest. This resulted in the immediate closure of multiple business entities and, by some reports, the loss of thousands of jobs for its employees. Among the properties seized and businesses closed were factories in India which produced most of the fine jewelry merchandise sold by the Debtors to their customers. These entities in India also provided certain back office and support functions for the Debtors. The sudden loss of its supply chain and back office support has dramatically impacted the operations of the Debtors in the short term. The Debtors and their employees have worked over the past week or so to: (i) procure alternate sources of supply; (ii) establish alternate back office and support service functions; (iii) reassure their vendors and customers that they had no involvement in the alleged wrongful conduct; and (iv) reassure their customers and vendors that they were committed to carrying on their business and that swift action was being taken to mitigate the damage caused by the actions in India. The supply chain disruption and negative publicity have dramatically impaired the Debtors' business operations in the short term and have created a great deal of uncertainty and confusion in the market about the Debtors' ability to continue to operate their business as a going concern. Without greater certainty and assurances, certain vendors have expressed a reluctance to continue doing business with the Debtors and certain customers have begun to explore moving certain of the Debtors' programs to other suppliers. As such, the Debtors filed these Chapter 11 cases in an effort to preserve the going concern value of their businesses and effectuate a sale or other transaction that will provide the resources necessary to allow the Debtors' successful brands to continue to thrive. Case Strategy During the pendency of these cases, the Debtors intend to continue to operate their businesses while seeking an infusion of capital or the sale of the Debtors' businesses, in whole or in parts, as a going concern. The Debtors expect that the Chapter 11 process will add a sense of order, alleviate some of the concerns expressed by vendors and customers and create a forum in which potential purchasers for all or some of the businesses are willing to participate. The Borrower Debtors have informed their secured lenders, IDB and HSBC, of the intention to commence the Chapter 11 cases on an emergency basis and are engaged in discussions with the lenders for debtor in possession financing and use of cash collateral in order to provide the liquidity necessary to sustain operations until a sale or other transactions can be effectuated. AJI, which has no secured lender, is engaged in discussions with suppliers and potential financing sources which would enable it to likewise sustain operations until such time as that business may be sold. Early expressions of interest in purchasing some or all of the Debtors' business operations have been strong. The Debtors intend to act quickly and efficiently to determine which of the available restructuring options is in the best interests of the estates and to preserve the going concern value of the Debtors' substantial business operations. About Firestar Diamond Firestar Diamond Inc. procures, designs, manufactures, and distributes diamond-studded jewelry. Firestar Diamond's operations span the USA, Europe, the Middle East, the Far East and India. The Company employs over 1200 people. Firestar Diamond has offices in Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan, Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar Diamond, designs and manufacturers wedding rings and wedding bands. Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc. sought Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 18-10509 to 18-10511) on Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50 million to $100 million. The Hon. Sean H. Lane is the case judge. Ian R. Winters, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, serves as counsel to the Debtors. FM 544 PARK: Trustee Selling Plano Land to HOSS for $4.9M --------------------------------------------------------- Kevin McCullough, the Chapter 11 trustee for FM 544 Park Vista Ltd. and Pavist LLC, ask the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of approximately 31.159 acres of raw, undeveloped land located in Plano, Collin County, Texas to HOSS Holdings, LLC, for $4.9 million. A hearing on the Motion is set for March 19, 2018 at 9:30 a.m. The objection deadline is March 16, 2018. The Debtos' bankruptcy cases were somewhat contentious in the beginning, and their initial attempt to sell the Land was met with opposition. Immediately upon his appointment, the Trustee reached out to the parties involved in prior sale efforts to determine whether a sale could be revived. Following the termination of the sale to Park Vista Seniors, LLC, the Trustee set about exploring a traditional marketing and sale process, and has been consulting with CBRE, a commercial real estate firm with that purpose in mind. But most recently, the Trustee has been approached by Richard Shaw, the Debtors' representative when these were debtor-in-possession cases, who has put together another investment group, headed up by Roger Sefzik, with the desire of purchasing the Land. As the Court has heard previously, Mr. Shaw has been working towards the development of the Land for the past four years, so he has a vested interest in seeing his vision through to the end. The new deal put together by Mr. Shaw and Mr. Sefzik is a sale of the Land to the Buyer. The purchase price is $4,900,000, which is $400,000 more than the prior Court-approved sale, and the HOSS Contract has some similar characteristics by way of added assurances that allowed claims will be paid in full, as the Trustee will retain a lien on the Land and the Buyer is a guarantor for the payment of claims. The proposed sale of the Land is on an "as is, where is" basis, and free and clear of all liens, claims, interest, and encumbrances, with any valid liens, claims, interests, and encumbrances not otherwise paid at closing to attach to the proceeds of the sale. A $350,000 as earnest money deposit will be deposited with the Title Company within 2 business days of the Effective Date. The date of the Closing will be on or before the 15th day following entry of an order approving the sale of the Property, unless otherwise stayed by order of the Court, with an option by the Purchaser to extend the Closing for an additional 5 business days for an additional $25,000 Earnest Money deposited in escrow with the Title Company. The proposed sale contemplates that all claimants or potential claimants with mechanic's, contractor's, or materialman's lien rights under Chapter 53 of the Texas Property Code will be paid at closing. The list of those claimants and amounts will be itemized in the proposed order submitted to the Court at the time of hearing, but the Trustee believes that list potentially to include: Landstar Excavation; Ikemire Architects; Southwestern Blueprint; Civil Point Engineers; Construction Rent-a-Fence; Roadstar Trucking (Landstar subcontractor); Geoscience; and Ajnisha Investments. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/FM_544_106_Sales.pdf The Trustee is mindful of the uncertainty surrounding certain claims of insiders that were disposed of in a Court-approved settlement but which are now the subject of a Mr. Shaw's Motion to Compel Compliance, but that uncertainty does not justify delaying the action seeking approving of the HOSS Contract, particularly since the Trustee has had the opportunity since the last sale motion to seek outside guidance from CBRE on issues related to the valuation, marketing and sale of the Land. Based on the totality of circumstances, the Trustee is satisfied that the proposed sale is in the best interest of the estates. The Trustee asks that the order approving the proposed sale be effective immediately, thereby waiving the 14-day stay imposed by Bankruptcy Rule 6004. The waiver or elimination of the 14-day stay is necessary for the sale to close as expeditiously as possible to facilitate the Buyer's intended financing. The Purchaser: HOSS HOLDINGS, LLC Attn: Roger D. Sefzik 7161 Valley View Rd Ferndale, WA 98248 The Purchaser is represented by: Carl Friedsam, Esq. MARTIN & DROUGHT, P.C. Bank of America Plaza, 25th Floor 300 Convent Street San Antonio, TX 78205-3789 The Title Company: CHICAGO TITLE INSURANCE CO. 14160 N. Dallas Parkway, Suite 810 Dallas, TX 75254 Attn: Leslie Wheeler Telephone: (214) 373-6100 Facsimile: (214) 987-4202 E-mail: leslie.wheeler@ctt-tx.com About FM 544 Park Vista FM 544 Park Vista Ltd. was formed on April 29, 2014, to acquire and prepare for development a 31.5 acre tract located in Plano, Collin County, Texas as a 318-unit senior housing apartment complex. The general partner of FM 544 is Pavist, a limited liability company, while the sole limited partner is Shaw Family Trust No. 3. FM 544 Park Vista Ltd., based in Addison, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-34255) on Nov. 7, 2017. Pavist, LLC, filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-34274-11) on Nov. 9. Richard Shaw, their manager, signed the petitions. The bankruptcy cases are being jointly administered for procedural purposes only under the case of FM 544 Park Vista. Judge Stacey G. Jernigan presides over the cases. FM 544 estimated $1 million to $10 million in both assets and liabilities. Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Associates, LLP, is the Debtors' bankruptcy counsel. Kevin D. McCullough is the court-appointed Chapter 11 trustee for the Debtors. The Trustee retained his own firm, ROCHELLE McCULLOUGH, LLP, as counsel. He tapped Barg & Henson, P.C., as his accountant. GORDON BURR: Masters Gallery Contracted to Sell Artwork ------------------------------------------------------- Gordon Burr asks the U.S. Bankruptcy Court for the District of Colorado to authorize its Consignment Agreement with Masters Gallery for the marketing and sale of the eight pieces of valuable artwork that he either owns individually or jointly with his non-filing spouse. The Artwork is encumbered by the first priority lien of CoBiz Bank. The Debtor and CoBiz Bank have entered into an adequate protection agreement which contemplates, among other things, the sale of the Artwork. At the time of the preparing of the Motion, the notice period for the motion for approval of the adequate protection agreement had not yet run. Given the nature and value of the Artwork it has been determined that the marketing and sale of the Artwork should be conducted through an art gallery who regularly sells high end artwork. The Debtor has entered into a Consignment Agreement for the marketing and sale of the Artwork with the Gallery. The pertinent terms of the Consignment Agreement are: a. The Gallery will serve as the agent for the exclusive purpose of marketing and selling the Artwork. b. The Artwork is being provided to the Gallery on a consignment basis. c. The term of the Consignment Agreement expires on Sept. 30, 2018. d. The Gallery will be responsible for the delivery of the Artwork from the Debtor to the Gallery. e. Attached as the final page to the Consignment Agreement is a list of the Artwork, including the description of each piece of Artwork, the artist, who owns the Artwork (the Debtor, the non-filing spouse, or joint ownership) and the purchase price or estimated market replacement cost for each piece of Artwork. f. While the Gallery will use its best effort to sell the Artwork at the highest and best price, in no event will any piece of Artwork be sold for less than 70% of the listed purchase price or estimated market replacement price. g. The sale of the Artwork will be free of all liens, claims and encumbrances. h. The Gallery's commission will be 50% of the retail price received from the sale of the Artwork. A copy of the Consignment Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Gordon_Burr_79_Sales.pdf The Gallery has been selected by the Debtor because it has considerable experience in selling artwork such as the Artwork. The Gallery has multiple locations including in Cherry Creek, Vail and Santa Fe. It can therefore locate each piece of Artwork in the location most likely to maximize value. The sale proceeds will be used to satisfy all costs associated with the sale, including the Gallery's commission, and then liens, claims and encumbrances of upon the Artwork in the order of their priority to the extent proceeds exist. The Debtor is asking the Court's approval of the Consignment Agreement and authorization to sell the Artwork free and clear of all liens, claims and encumbrances. The Consignment Agreement provides the best means for liquidating the Artwork. He needs an art gallery such at the Art Gallery to market and sell the Artwork. Given the nature and value of the Artwork, expertise is required to maximize value. Further, parties in the market for high end artwork are most likely to look to an art gallery for such purchases. The Debtor believes the commission is fair and reasonable; and is standard in the market place. The marketing and selling of the Artwork will also expose the Artwork to the market place to assure the highest and best offer is received. The Sellers: Gordon Burr and Kaja Sceery-Burr 26 Columbine Piace Castle Rock, CO 80108 Telephone: (720) 219-5980 The Gallery can be reached at: MASTERS GALLERY 2616 E 3rd Avenue Denver, CO 80206 Telephone: (303) 221-2449 About Gordon Burr Gordon Burr, an individual who resides in Castle Rock, Colorado, sought Chapter 11 protection (Bankr. D. Colo. Case No. 17-20537-JGR) on Nov. 16, 2017. Among the assets owned by the Debtor are eight pieces of valuable artwork. Aaron A. Garber, Esq., at Buechler & Garber, LLC, serves as counsel to the Debtor. GRESHAM & GRAHAM: Amends Plan Outline, Hearing Moved to March 22 ---------------------------------------------------------------- Judge Eddward P. Ballinger, Jr., of the U.S. Bankruptcy Court for the District of Arizona will convene a hearing on March 22 to consider approval of the disclosure statement explaining Gresham & Graham General Partnership's First Amended Plan. The last day for filing written objections to the Disclosure Statement is fixed at five days prior to the Disclosure Statement hearing. Under the First Amended Plan, Beginning on the first business day of the month following the Effective Date, the holders of Allowed general unsecured claims in Class 4 will receive 36 equal monthly payments of principal on account of their Allowed Claims. The total amount to be paid to Class 4 is the lesser of the total of claims in this Class or the liquidation value of the Debtor’s personal property plus any excess capital contributions or sale/refinance proceeds remaining after satisfaction of claims having higher priority than general unsecured claims. At the end of three years, the holders of Class 4 Claims will be paid the full outstanding unpaid amount, if any, of their Allowed Claim. This Class is Impaired. Present estimates of administrative claims, priority tax claims, and filed general unsecured claims indicate that the Plan will require approximately $10,000 in initial funding, with the exception of debt service payments made to holders of Allowed Secured Claims. The Debtor estimates that its annual income after all expenses (including payments to secured creditors, and contributions from insiders) during the first year of the Plan will be approximately $5,000, which amount will be paid to general unsecured creditors. The Debtor will fund the Plan from the following: a. income produced by any rentals of the real property it owns, b. the proceeds of a new value contribution to be contributed to the Plan by the Debtor's principals; and c. the net proceeds from the sale of the Tempe and Heber properties. A copy of the First Amended Disclosure Statement dated Feb. 27 is available at: http://bankrupt.com/misc/azb2-17-08801-40.pdf A copy of the Disclosure Statement dated Jan. 10 is available at: http://bankrupt.com/misc/azb17-08801-30.pdf About Gresham & Graham General Partnership Headquartered in Tempe, Arizona, Gresham & Graham General Partnership listed its business as a single asset real estate (as defined in 11 U.S.C. Section. 101(51B)). Its principal assets are located at 3907 Gresham Street #6, San Diego, CA 92109. Gresham & Graham filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 17-08801) on July 31, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Theresa Littler, general partner. Judge Eddward P. Ballinger Jr. presides over the case. The Debtor previously sought bankruptcy protection on Jan. 20, 2012 (Bankr. D. Ariz. Case No. 12-01091) and Aug. 20, 2012 (Bankr. D. Ariz. Case No. 12-18559). H MELTON VENTURES: Trustee Selling All Assets of Courtyard Villa ---------------------------------------------------------------- Marilyn Garner, the Chapter 11 Trustee for H Melton Ventures LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale substantially all assets of its wholly owned subsidiary, The Courtyard Villa, LLC. The objection deadline is March 19, 2018. The Trustee holds all membership interests in Courtyard Villa. When the Chapter 11 was commenced, the mother of Henry Melton, Jr., Cinithia Melton, was operating a wedding venue and catering business through Courtyard Villa in a leased location in Arlington, Texas. The lease was in the name of the Debtor, however, and in default in excess of $100,000 at the time the Chapter 11 Trustee was appointed. Additionally, the lease expired by its own terms on Jan. 31, 2018. On Jan. 17, 2018 the landlord for the Courtyard Villa facility, 1801 Division, Inc., obtained relief from the automatic stay to regain possession of the leasehold premises. The landlord has now sold the leasehold premises and has made an offer of $12,000 to purchase the furniture, fixtures and equipment left in the leasehold premises. Although Courtyard Villa has debts which exceed the assets of that subsidiary, the Trustee believes that the sale would be beneficial to the Estate as a portion of the proceeds could be utilized to partially satisfy obligations incurred in the Debtor's name for the subsidiary. In addition to the Debtor's lease obligation, the Trustee is investigating whether other obligations of this subsidiary were also incurred by the Debtor itself. The furniture, fixtures and equipment of Courtyard Villa, to the best of the Trustee's knowledge, are identified in the Exhibit A. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/H_Melton_173_Sales.pdf All funds will remain in a separate account for this subsidiary until further court order addressing proper distribution of the same. About H Melton Ventures H Melton Ventures LLC, based in Arlington, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-43922) on Sept. 28, 2017, estimating $1 million to $10 million in both assets and liabilities, with the petitions signed by Michael Warden, its manager. Chapter 11 cases were also commenced by Michael G. Warden (Case No. 17-33888) and Henry J. Melton, II (Case No. 17-44206). A related case, H. Melton Ventures RD, LLC, Case No. 17-44521, was also filed on No. 6, 2017. Mr. Melton, a resident of Dallas County, is the 90% owner, president and CEO of HMV. Mr. Warden, the manager, is the 10% owner. The Hon. Russell F. Nelms presides over the cases. David D. Ritter, Esq., at Ritter Spencer PLLC, serves as bankruptcy counsel to HMV. Wiley Law Group, PLLC, is counsel to Mr. Melton, and Melton Ventures RD. A Chapter 11 Trustee was appointed for both HMV and Melton in December 2017 Marilyn Garner was appointed as the Chapter 11 Trustee for HMV. She tapped CAVAZOS, HENDRICKS, POIROT & SMITHAM, P.C., in Dallas, Texas, as counsel. Scott M. Seidel is the Chapter 11 Trustee for Mr. Melton's estate. Mr. Seidel retained his own firm, Seidel Law Firm, in Plano, Texas, as his general counsel in the case. HCR MANORCARE: To File Chapter 11 With QCP-Backed Plan ------------------------------------------------------ Quality Care Properties, Inc. and HCR ManorCare, Inc. ("HCR ManorCare") on March 2, 2018, disclosed that they have reached an agreement to transition the ownership and leadership of HCR ManorCare, including its skilled nursing, assisted living, hospice and homecare businesses to QCP. The transaction is expected to recapitalize HCR ManorCare and provide stability and flexibility to better react to today's rapidly changing post-acute care industry. Under QCP's ownership and with new leadership, HCR ManorCare will continue to focus on providing superior patient care in this vital sector of healthcare. QCP and HCR ManorCare have agreed to effect this transaction through a prepackaged plan of reorganization pursuant to a Plan Sponsor Agreement entered into between the parties. HCR ManorCare, Inc., the parent holding company for the HCR ManorCare operating businesses, will voluntarily file for Chapter 11 under the United States Bankruptcy Code in the coming days. HCR ManorCare's operating subsidiaries will not file for Chapter 11 and the parent company's Chapter 11 filing will have no impact on patient care or the subsidiaries' operations. Under the terms of the Plan Sponsor Agreement and as contemplated in the prepackaged plan of reorganization, all HCR ManorCare employees, creditors, vendors and suppliers, aside from QCP, are expected to be unimpaired by the transaction and paid in the ordinary course when due. The transaction is subject to bankruptcy court approval of the prepackaged plan of reorganization and customary closing conditions, including regulatory approval. Bankruptcy court approval is expected during the second quarter and the transaction is expected to be completed during the third quarter of 2018. Effective immediately, Guy Sansone, a Managing Director and Chairman of the Healthcare Industry Group at global professional services firm Alvarez & Marsal with significant skilled nursing care facility operating experience, and Laura Linynsky, QCP's Senior Vice President and a former Chief Operating Officer of Sunrise Senior Living, Inc., will serve on behalf of QCP as consultants and work closely with the HCR ManorCare management team in order to facilitate a smooth transition of leadership and ownership. Following the completion of the transaction, Mr. Sansone is expected to assume the role of HCR ManorCare's Chief Executive Office and Ms. Linynsky is expected to serve as HCR ManorCare's interim Chief Financial Officer. Mark Ordan, QCP's Chief Executive Officer, said, "This agreement facilitates a consensual resolution that provides stability and flexibility for the business. We see this as the best available opportunity to improve a challenging situation. We considered every possible option and determined that entering this agreement to take direct ownership of our tenant best positions QCP to reposition the business to realize the potential of its properties for QCP shareholders. Under Guy and Laura's leadership, HCR ManorCare will continue to support the excellent employees providing long-term care, hospice and rehabilitation services, and corporate services to enhance patient care and drive referrals." Mr. Ordan continued, "In the coming weeks and months, we will work closely with HCR ManorCare senior management and the rest of HCR ManorCare's management and operating team to ensure a smooth transition. HCR ManorCare's team of skilled, dedicated and compassionate employees will continue to be the ultimate driver of the Company's superior patient care. We look forward to completing this transaction and to delivering long-term value to employees, patients, residents and shareholders." John R. Castellano, HCR ManorCare's Chief Restructuring Officer, said, "We have invested a significant amount of time and effort in developing this proposed solution for all constituents involved. We believe that this agreement is a positive outcome for all of HCR ManorCare's stakeholders. Under our proposed plan, HCR ManorCare employees and creditors, aside from QCP, will not be impaired while we transition the ownership of the HCR ManorCare parent company to QCP. This represents an important step forward to strengthen the Company's financial position and create value." Steven M. Cavanaugh, HCR ManorCare's President and Chief Executive Officer, stated, "We have worked with QCP to reach an agreement that provides stability for our employees, residents and patients. I am proud of the hard work and dedication that HCR ManorCare employees have continued to demonstrate in delivering outstanding care during difficult times. We will work tirelessly through the transition to ensure that the company continues to deliver the same level of outstanding care." Transaction Structure and Terms At the closing of the transaction, QCP's claims against HCR ManorCare under the Master Lease and guaranty, including the deferred rent obligation and unpaid rent, will be exchanged and released for 100% equity ownership of HCR ManorCare, with HCR ManorCare becoming a wholly-owned indirect subsidiary of QCP. In connection with this transaction, QCP expects to no longer qualify for status as a Real Estate Investment Trust (REIT). No longer attempting to qualify as a REIT enables QCP to own the operator of the skilled nursing and assisted living/memory care facilities across its high quality asset base, as well as the operator of HCR ManorCare's hospice business, Heartland Hospice and Home Health Care ("Heartland"). Heartland is one of the top five largest hospice companies in the United States. Additional details regarding the Plan Sponsor Agreement and the transactions contemplated by the Agreement will be made available in the Company's filings with the Securities and Exchange Commission. QCP expects to conduct an investor day in approximately 60 days to provide an update on its strategy and financial picture. The controlling stockholders of HCR ManorCare have also signed a restructuring support agreement in support of the transaction. Concurrent with the signing of the Plan Sponsor Agreement, HCR ManorCare made a rent payment to QCP of $23.5 million, which represents the $14 million and $9.5 million payments previously due on January 25 and February 10, 2018, respectively. QCP expects to receive rent payments from HCR ManorCare during the Chapter 11 period in accordance with the provisions of the Plan Sponsor Agreement. Advisors Sullivan & Cromwell LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as QCP's legal counsel, Lazard and Houlihan Lokey Capital, Inc. are serving as financial advisors and Alvarez & Marsal is serving as an advisor. Latham & Watkins and Sidley Austin are serving as HCR ManorCare's legal counsel, AP Services, LLC is serving as restructuring advisor and Moelis & Company is serving as financial advisor. About Quality Care Properties Headquartered in Bethesda, Maryland, Quality Care Properties, Inc. (NYSE: QCP) is a real estate company focused on post-acute/skilled nursing and memory care/assisted living properties. QCP's properties are located in 29 states and include 257 post-acute/skilled nursing properties, 61 memory care/assisted living properties, a surgical hospital and a medical office building as of October 20, 2017. QCP was formed in 2016 to hold: * the HCR ManorCare, Inc. portfolio, * 28 other healthcare related properties, * a deferred rent obligation due from HCRMC under a master lease agreement -- Tranche B DRO; and * an equity method investment in HCRMC previously held by HCP, Inc. QCP was a wholly owned subsidiary of HCP. It was separated from HCP, effective October 31, 2016. At Sept. 30, 2017, QCP had total assets of $4,464,183,000 against total liabilities of $1,804,133,000. * * * As reported by the Troubled Company Reporter on Oct. 24, 2017, Moody's Investors Service confirmed QCP's ratings, including its Caa1 corporate family rating (CFR) following QCP's announcement that the REIT's work-out discussions with its struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are continuing. Moody's said the continued discussions indicate that both QCP and HCR are pursuing an out-of-court resolution, a welcome development for QCP from a credit perspective. As reported by the TCR on Dec. 20, 2017, S&P Global Ratings lowered its corporate credit rating on QCP to 'CCC' from 'B-' after the company announced it would extend the deadline to negotiate with HCR ManorCare until Jan. 15, 2018, with no amendment or waiver reached on the covenant under its credit facilities. HCR's operating performance has weakened significantly, limiting the company's ability to pay rent sufficient enough to alleviate a covenant breach. According to S&P's projections, the debt service coverage covenant (DSC) could be breached as early as the first or second quarter of 2018. About HCR ManorCare HCR ManorCare is a provider of short-term, post-hospital services and long-term care with a network of more than 500 skilled nursing and rehabilitation centers, memory care communities, assisted living facilities, outpatient rehabilitation clinics, and hospice and home health care agencies. HIGH PLAINS: March 28 Plan Confirmation Hearing ----------------------------------------------- Judge Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for the District of Colorado approved the disclosure statement explaining High Plains Computing, Inc.'s Second Amended Plan and scheduled a hearing for consideration of confirmation of the Plan for March 28, 2018, at 1:30 p.m. Ballots accepting or rejecting the Plan must be submitted by the holders of all claims or interests entitled to vote on the Plan on or before 5:00 p.m. on March 23, 2018. Any objection to confirmation of the Plan must be filed with the Court on or before March 23, 2018. As previously reported by The Troubled Company Reporter, Class 2 under the amended plan is the secured claim of Wells Fargo Commercial Distribution Finance, LLC. The principal amount of the Class 2 claim costs will be allowed in the amount owed on the Confirmation Date of the Plan and will continue to retain all liens that secure its Claim. The Class 2 Claim will bear interest at a rate of 4% per annum. The Debtor will pay the Class 2 Claim $15,000 per month until paid. This class is impaired. The Debtor will restructure its debts and obligations and HPC will continue to operate in the ordinary course of business. Funding for the Plan will be from income derived from HPC's ongoing operations. Roger Cree will continue as the Director and Chief Executive Officer of HPC. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/cob17-14819-254.pdf About High Plains Computing High Plains Computing, Inc., doing business as HPC Solutions -- http://www.hpc-solutions.net/-- offers a broad portfolio of services and solutions in Information Technology (IT), Unified Communications and Professional Services for the government and healthcare industries. It works with manufacturers of IT software, cloud computing, collaboration, storage, and integration. The Company also offers professional services to include IT support and developmental services, data management services, network engineering, technical subject matter experts, administrative services, engineering and more. High Plains Computing, based in Denver, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14819) on May 23, 2017. In the petition signed by CEO Roger Cree, the Debtor estimated less than $500,000 in assets and $1 million to $10 million in liabilities. Judge Joseph G. Rosania Jr. presides over the case. Lee M. Kutner, Esq., at Kutner Brinen, P.C., serves as bankruptcy counsel to the Debtor. On Sept. 7, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. HOLLYWOOD ONE: $145K Sale of Aberdeen Condo Unit 105 Approved ------------------------------------------------------------- Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida authorized Hollywood One, LLC's sale of the residential condominium unit located at 4806 Mantlewood Way, #105, Aberdeen, Maryland to Scott Frommeyer for $145,000. The sale is free and clear of any and all liens, claims, encumbrances, with the liens of Fulton Bank to attach to the net sale proceeds. Notwithstanding the provisions of Bankruptcy Rule 6004(h), the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. At closing, the Debtor or any settlement agent is authorized to immediately pay from the sale proceeds outstanding real property taxes and tax sale charges, if any, the closing costs identified in the Sale Motion and in the Contract including a standard realtor's commissions to Keller Williams American Premier Realty, LLC and any participating broker, and such other closing costs as are deemed customary and regular. All net proceeds from the closing after payment of closing costs will be delivered to Fulton Bank at closing along with a settlement statement and will be applied in accordance with applicable law. Within 10 days of receipt of funds, Fulton Bank will provide the Debtor with an accounting detailing how the sales proceeds have been applied. The hearing to consider the Sale Motion scheduled for March 7, 2018 is cancelled. About Hollywood One Hollywood One LLC is the owner of multiple parcels of undeveloped land and two residential condominium units in Harford County, Maryland. Hollywood One filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-13739) on March 28, 2017, estimating less than $1 million in both assets and liabilities. Suzy Tate, Esq., at Suzy Tate, PA, serves as bankruptcy counsel to the Debtor. The Regional Team of Keller Williams American Premier Realty is the Debtor's real estate broker. INTREPID POTASH: Narrows Net Loss to $22.9 Million in 2017 ---------------------------------------------------------- Intrepid Potash, Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $22.91 million on $157.60 million of sales for the year ended Dec. 31, 2017, compared to a net loss of $66.63 million on $210.94 million of sales for the year ended Dec. 31, 2016. For the three months ended Dec. 31, 2017, the Company reported a net loss of $1.38 million on $33.30 million of sales compared to a net loss of $16.56 million on $42.18 million of sales for the same period a year ago. Net loss in both periods benefited from a $2.7 million tax benefit related to the monetization of an alternative minimum tax carryback. Gross margin of $1.1 million and $5.8 million in the fourth quarter and full year of 2017, respectively, were increases of $8.1 million and $35.0 million, respectively, compared to the same year-ago periods. Improvements in gross margin were the result of a higher average net realized sales price per ton for potash and the transition to lower-cost solar-only potash production, partially offset by pricing softness for Trio. As of Dec. 31, 2017, Intrepid Potash had $511.05 million in total assets, $108.50 million in total liabilities and $402.55 million in total stockholders' equity. "We continue to execute on our transition and diversification strategies, driving improvements in our year-over-year results," said Bob Jornayvaz, Intrepid's executive chairman, president, and CEO. "Potash segment margins benefited from our lower-cost solar-only production profile, and improvements in the domestic Trio market led to the first announced price increase since early 2015. International Trio sales volumes are trending upward and we are working to optimize international shipment sizes to minimize the higher transportation costs. Water and by-product sales were in line with our expectations for the quarter, providing meaningful cash flow and a boost to our bottom line. We have several commitments in place for our water and maintain our expectation of $20-30 million in sales during 2018." Jornayvaz continued, "Our decision to build potash inventory going into 2018 should allow us to capitalize on the recent price increase. Price increases for both potash and Trio are building on the improved market conditions from the second half of 2017 and we expect these solid fundamentals to carry through the first half of 2018. We remain focused on optimizing our core operations and expanding cash flow from diversified product offerings, while still retaining our entrepreneurial spirit in exploring new opportunities for growth." Cash on hand as of Dec. 31, 2017, totaled $1.1 million and availability under Intrepid's credit facility was $22.0 million. As of Dec. 31, 2017, Intrepid had $60 million of senior notes outstanding and $3.9 million outstanding under its asset-backed credit facility with Bank of Montreal. Total cash provided by operating activities for the year ended Dec. 31, 2017, was $17.2 million, an increase of $35.5 million compared with the year ended Dec. 31, 2016. The primary driver of this increase was an overall decrease in expenses leading to a $43.7 million decrease in the Company's net loss for the year ended Dec. 31, 2017 compared to the year ended Dec. 31, 2016. Total cash provided by investing activities decreased $40.4 million in 2017, compared to 2016. In 2016, the Company sold all of its investments to fund operations. The change from proceeds from the sale of investments in 2016, was offset in 2017, by the sale of an asset and less capital expenditures. Total cash flows used in financing activities decreased $6.3 million in 2017, as compared to 2016, due to the repayment of $75 million of Notes, partially offset by the proceeds from the equity offerings. A full-text copy of the Form 10-K is available for free at: https://is.gd/G8fcr9 About Intrepid Intrepid Potash (NYSE:IPI) -- http://www.intrepidpotash.com/-- is the only U.S. producer of muriate of potash. Potash is applied as an essential nutrient for healthy crop development, utilized in several industrial applications and used as an ingredient in animal feed. Intrepid also produces a specialty fertilizer, Trio, which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle. Intrepid also sells water and by-products such as salt, magnesium chloride, and brine. Intrepid serves diverse customers in markets where a logistical advantage exists; and is a leader in the utilization of solar evaporation production, one of the lowest cost, environmentally friendly production methods for potash. Intrepid's production comes from three solar solution potash facilities and one conventional underground Trio mine. The Company is headquartered in Denver, Colorado. J. CIOFFI LEASING: April 3 Disclosures, Plan Confirmation Hearing ----------------------------------------------------------------- Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey scheduled a joint hearing to determine the adequacy of the disclosure statement explaining J. Cioffi Leasing & Trucking, Inc.'s plan of reorganization, if approximate to confirm the Debtor's Plan for April 3, 2018, at 2:00 p.m. Written objections to the adequacy of the Disclosure Statement and to the confirmation of the Plan must be filed no later than seven days prior to the April 3 hearing. About J. Cioffi Leasing J. Cioffi Leasing & Trucking, Inc., doing business as J. Cioffi Cargo Management, is a trucking/warehousing vendor for various clients including U.S. Customs, picking up and storing seizures made out of Port NY/NJ. It operates out of a warehouse located in Carteret, New Jersey. In June of 2014, J. Cioffi and landlord, CenterPoint Minue, LLC, entered into a five-year and six-month commercial lease agreement for the leasing of the warehouse. J. Cioffi Leasing & Trucking filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 17-14967) on March 14, 2017. In the petition signed by Joseph Cioffi, president, the Debtor estimated $100,000 to $500,000 in assets and $500,000 to $1 million in liabilities. The Debtor is represented by Christopher J. Balala, Esq., at Scura, Wigfield, Heyer, Stevens & Cammarota, LLP. JBS USA: Moody's Hikes $900MM Notes Rating to B2; Outlook Negative ------------------------------------------------------------------ Moody's Investors Service has upgraded to B2 from B3 the rating on $900 million 6.75% 10-year notes due 2028 (the "2028 notes") co-issued by JBS USA Lux S.A. ("JBS USA") and JBS USA Finance, Inc. When originally issued on February 15, 2018 the notes were not guaranteed by parent company JBS S.A. (B3 negative) and were rated B3 by Moody's. JBS S.A. subsequently guaranteed the notes leading to upgrade. The rating outlook is negative. The instrument rating upgrade to B2 from B3 reflects the credit enhancement provided by the JBS S.A. guarantee on February 22, 2018. Previously, the 2028 notes were effectively subordinate to the other unsecured notes in the capital structure, which have a parent guarantee and thus, were rated a notch higher at B2 by Moody's. At this point, all of the rated debt instruments of JBS USA are guaranteed by JBS S.A. JBS USA currently has $3.5 billion of unsecured notes rated B2, all of which are guaranteed by JBS S.A. This amount includes the $700 million 8.250% notes due 2020 that will be redeemed using proceeds from the recently issued 2028 notes. The company also has $3.6 billion of senior secured bank facilities, including a $900 million ABL revolver (unrated) and a $2.7 billion term loan (rated B1), which are also guaranteed by JBS S.A. RATINGS RATIONALE JBS USA's direct debt instruments are guaranteed by parent company JBS S. A., which controls JBS USA in all material respects. Thus, JBS USA's instrument ratings are driven primarily by the credit profile of JBS S.A. Moody's expects that any future changes to the JBS S.A. Corporate Family Rating or outlook will be reflected in the debt instrument ratings and ratings outlook of JBS USA. Moody's has taken the following actions on JBS USA Lux, S.A.: Rating upgraded: $900 million senior unsecured notes due February 2028 to B2 from B3. The rating outlook is negative. Net proceeds from the 2028 notes will be used to redeem all of the outstanding $700 million 8.250% parent-guaranteed senior unsecured notes due 2020 that also were issued by JBS USA and JBS USA Finance. The remaining proceeds will be used to repay borrowings under the company's ABL revolving credit facility and to supplement cash balances. JBS USA operates the US beef and pork segments and the Australian beef, lamb and Primo packaged meats operations of Brazil-based JBS S.A., the largest protein processor in the world. JBS USA also owns a controlling indirect 76.7% equity interest in US-based Pilgrim's Pride Corporation (Ba3 stable), the world's largest poultry prcessor. Reported net sales for JBS S.A. and JBS USA for the twelve months ended September 2017 were approximately BRL 162.1 billion (USD50.3 billion) and $35.0 billion, respectively. The principal methodology used in this rating was Global Protein and Agriculture Industry published in June 2017. JET MIDWEST: March 8 Meeting Set to Form Creditors' Panel --------------------------------------------------------- Andy Vara, United States Trustee for Region 3, will hold an organizational meeting on March 8, 2018, at 10:00 a.m. in the bankruptcy cases of Jet Midwest Group, LLC. The meeting will be held at: Office of the U.S. Trustee 844 King Street, Room 3209 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 Jet Midwest Jet Midwest is a global, multifaceted, aircraft service provider. The Company is a full-service commercial aircraft, engine, and spare parts trading company, offering creative product support solutions and maintenance services. The Company was founded in 1997 and is headquartered in Wilmington, Delaware. Visit http://www.jetmidwestgroup.comfor more information. Jet Midwest Group, LLC sought Chapter 11 bankruptcy protection (Bankr. D. Del., Case No. 18-10395) on Feb. 26, 2018, listing $10 million to $50 million in assets and $10 million to $50 million in liabilities. The petition was signed by Karen Kraus, chief operating officer. Christopher A. Ward, Esq. of Polsinelli PC represents the Debtor. Hon. Kevin Carey presides over the case. JOSEPH HEATH: Groveton Woods Condo Unit to Be Sold for $365K ------------------------------------------------------------ Joseph F. Heath asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of the real property described as Groveton Woods Condo, Unit 5, Phase 1, Tax Map ID #92-4-13-5, as found at Deed Book 2001, Page 39641, in the Land Records of Fairfax County, Virginia, and otherwise known as 7115 Mason Grove Court, Unit 5, Alexandria, Virginia, to Christopher Owens and Brandon Owens for $365,000. The Debtor and the Buyers entered into a contract dated Feb. 17, 2018, with Addendums, for the sale and purchase of the Property. The is no Seller's real estate commission incurred in the transaction, and only the Buyer's agent's commission of 3.5% (total) commission is due on the sale. The Property will be sold for $365,000, free and clear of liens, with $7,000 deposit. A copy f the contract attached to the Motion is available for free at: http://bankrupt.com/misc/Joseph_Heath_315_Sales.pdf The Property is encumbered by two liens: a Deed of Trust with Chase/Select Portfolio Services with a balance of approximately $316,129, and a tax lien held by the Internal Revenue Service in the amount of $970,369. The total of all liens on the Property exceed the Property's value and the net proceeds which are expected to come from the proposed sale. The value received from the sale is appropriate. A Comparative Market Analysis of the Property which shows an average sale price of comparable homes as $361,633. A draft Alta Combined Settlement Statement estimates that after payment of the Chase lien and the expenses of sale, the sum of $48,871 would be payable to the IRS, less a reserve for the United States Trustee's Quarterly fees. Upon information and belief, the trust holders whose claims are impaired by the proposed sale either have or will consent to the sale. The Debtor proposes to pay the first trust in its entirety from the sale and turning over the balance at settlement to the IRS less an appropriate reserve for the payment of the United States Trustee's Quarterly Fees which will be incurred by the transaction. The proposed sale is in the best interest of the estate, since it represents the greatest value to the estate and to the creditors which may be derived from the Property, and also because the sale of the Property will reduce the indebtedness owed to the IRS, the blanket lien holder, and help to create equity in the other property securing their claims. The Motion is consistent with the Second Amended Plan of the debtor confirmed by the Court on Dec. 22, 2017. The case is In re Joseph F. Heath (Bankr. E.D. Va. Case No. 16-13486). JOSEPH HEATH: Mount Zephyr Commons to Be Sold for $553K ------------------------------------------------------- Joseph F. Heath asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of the real property described as Mount Zephyr Commons, Lot 3, Phase 1, Tax Map ID #101-3-32-3, as found at Deed Book 14082, Page 1935, in the Land Records of Fairfax County, Virginia, and otherwise known as 4233 Sonya Court, Alexandria, Virginia, to Said Assadullah Said, Soufia Said, and Malika Said for $552,500. The Debtor and the Buyers entered into a Contract dated Feb. 20, 2018, with Addendums, for the sale of the Property for $552,500, free and clear of liens, with $7,500 deposit. The is no Seller's real estate commission incurred in the transaction, and only the Buyer's agent's commission of 3.5% (total) commission is due on the sale. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Joseph_Heath_316_Sales.pdf The Property is encumbered by two liens: a Deed of Trust with ASC/Specialized Loan Servicing with a balance of approximately $476,061, and a tax lien held by the Internal Revenue Service in the amount of $970,369. The total of all liens on the Property exceed its value and the net proceeds which are expected to come from the proposed sale. The value received from the sale is appropriate. A Comparative Market Analysis of the property shows an average sale price of comparable homes as $540,000. A draft Alta Combined Settlement Statement estimates that after payment of the ASC lien and the expenses of sale, the sum of $55,113 would be payable to the IRS, less a reserve for the United States Trustee's Quarterly fees. Upon information and belief, the trust holders whose claims are impaired by the proposed sale either have or will consent to the sale. The Debtor proposes to pay the first trust in its entirety from the sale and turning over the balance at settlement to the IRS less an appropriate reserve for the payment of the United States Trustee's Quarterly Fees which will be incurred by the transaction. The proposed sale is in the best interest of the estate, since it represents the greatest value to the estate and to the creditors which may be derived from the Property, and also because the sale of the Property will reduce the indebtedness owed to the IRS, the blanket lien holder, and help to create equity in the other property securing their claims. The case is In re Joseph F. Heath (Bankr. E.D. Va. Case No. 16-13486). LAURELS MEDICAL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Laurels Medical Services dba Chariot 4617 Carrigan Lane Carmichael, CA 95608 Business Description: Laurels Medical Services is a privately held company in Carmichael, California that provides hospital transportation services. Chapter 11 Petition Date: February 27, 2018 Case No.: 18-21107 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Hon. Ronald H. Sargis Debtor's Counsel: Stephan M. Brown, Esq. THE BANKRUPTCY GROUP, P.C. 3300 Douglas Blvd., Suite 100 Roseville, CA 95661 Tel: 916-462-8567 E-mail: eric@thebklawoffice.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Shiraz Mir, secretary. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/caeb18-21107.pdf LAYNE CHRISTENSEN: Files Updated 2017 Annual Report --------------------------------------------------- Layne Christensen Company filed a current report on Form 8-K with the Securities and Exchange Commission for the purpose of updating its Form 10-K for the fiscal year ended Jan. 31, 2017 filed with the SEC on April 10, 2017 to update the following items for all periods presented and to update its Risk Factors. * In the first quarter of fiscal year 2018, Layne Christensen Company sold substantially all of the assets of its Heavy Civil business. The results of operations related to the Heavy Civil business have been retrospectively presented as discontinued operations for all periods presented. * As part of management's continued analysis in connection with the Water Resources Business Performance Initiative, the Company determined a better reflection of cost of revenues is to include indirect project manager costs that historically have been presented in selling, general and administrative expenses. The Company has corrected all periods presented in the accompanying Consolidated Statement of Operations. The correction had no effect on net loss and does not affect the Consolidated Balance Sheets. * Gain on sale of fixed assets were previously reported in other income (expense), net within the Condensed Consolidated Statement of Operations, rather than separately as part of income (loss) from operations or within cost of revenues as per SEC Regulation S-X guidance. The Company has corrected all periods presented in the accompanying Consolidated Statement of Operations. The change in presentation had no effect on net loss and does not affect the Consolidated Balance Sheets. Layne Christensen reported a net loss attributable to the Company of $52.23 million on $464.78 million of revenues for the year ended Jan. 31, 2017, compared to a net loss attributable to the Company of $44.77 million on $518.10 million of revenues for the year ended Jan. 31, 2016. As of Jan. 31, 2017, Layne Christensen had $436.15 million in total assets, $353.88 million in total liabilities and $82.26 million in total equity. A full-text copy of the regulatory filing is available at: https://is.gd/tEdrxh About Layne Christensen Co. Layne Christensen Company -- http://www.layne.com/-- is a global water management and services company, with more than 130 years of industry experience, providing solutions to address the world's water, minerals and infrastructure challenges. The company's customers include government agencies, investor-owned utilities, industrial companies, global mining companies, consulting engineering firms, heavy civil construction contractors, oil and gas companies, power companies and agribusiness. Layne Christensen operates on a geographically dispersed basis, with approximately 72 sales and operations offices located throughout North America, South America, and through its affiliates in Latin America. Layne maintains executive offices at 1800 Hughes Landing Boulevard, Suite 800, The Woodlands, Texas 77380. LSB INDUSTRIES: Swings to $59.4 Million Net Loss in 2017 -------------------------------------------------------- LSB Industries, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss attributable to common stockholders of $59.44 million on $427.50 million of net sales for the year ended Dec. 31, 2017, compared to net income attributable to common stockholders of $64.76 million on $374.58 million of net sales for the year ended Dec. 31, 2016. For the three months ended Dec. 31, 2017, LSB Industries reported a net loss attributable to common stockholders of $6.99 million on $88.91 million of net sales compared to a net loss attributable to common stockholders of $28.65 million on $85.36 million of net sales for the three months ended Dec. 31, 2016. As of Dec. 31, 2017, LSB Industries had $1.18 billion in total assets, $576.02 million in total liabilities, $174.95 million in redeemable preferred stock and $438.19 million in total stockholders' equity. "Our sales increased while adjusted EBITDA declined modestly relative to the fourth quarter of last year as increased production from our El Dorado facility, higher product pricing and improved demand for mining products was offset by the impact of downtime at our Pryor facility," stated Daniel Greenwell, LSB's president and CEO. "With respect to the operating performance of our facilities, Cherokee's ammonia plant once again ran at a 99% on-stream rate for the quarter, which was its fifth consecutive quarter of running at this level. El Dorado had an ammonia plant on-stream rate of approximately 77% in the fourth quarter, which was an improvement over the fourth quarter of the previous year, but lower than the 90% rate it operated at through the first three quarters 2017 as a result of nineteen days of downtime necessary to address mechanical issues on a boiler and a heat exchanger as discussed on our third quarter call. Since returning to service in late October, El Dorado's ammonia plant has been producing at a rate in excess of 1,300 tons per day with an on-stream rate from that point to date of 99%. As previously announced, Pryor resumed production in early December after being taken out of service towards the end of September to repair damage to electrical controls, wiring and piping that resulted from a minor fire at its ammonia plant. In addition to those repairs, we completed more extensive maintenance work during the downtime which we expect to allow Pryor to forgo a full turnaround later in 2018 and consistently operate at significantly higher on-stream rates, thus enabling us to better capitalize on the improving pricing environment for ammonia. While we were disappointed with how Pryor operated for the fourth quarter, we believe that the significant work that we have done during the third and fourth quarters of 2017 combined with the enhanced maintenance programs we are implementing, will allow us to operate at improved on-stream rates." Mr. Greenwell concluded, "So far in the first quarter of 2018, prices for several of the products we produce and sell, particularly ammonia, and high density ammonium nitrate (HDAN) have been strengthening and are currently above their levels from the first quarter of last year. Pricing in 2017 was negatively impacted by excess inventory in the distribution channel from new capacity brought online by several of our competitors. We believe the market has largely absorbed this excess capacity at this point and do not anticipate product pricing to return to the trough levels we experienced in the second half of 2017 that depressed our full year 2017 results. Additionally, we are focused on the significant technological enhancements we are making to our company wide maintenance management system, which will improve our ability to proactively address potential downtime causing issues and improve the overall reliability of all our plants. We are on track to complete these enhancements by the end of our 2018 second quarter and should start to see the benefit in the second half of 2018. We expect that the improved maintenance system and practices, coupled with the higher selling prices for our products should result in materially improved financial results." Comparison of 2017 to 2016 periods: * Net sales of the Company's agricultural products were essentially flat during the quarter relative to the prior year period. Stronger pricing for HDAN was offset by lower ammonia volumes resulting from downtime at its Pryor facility as well as weaker market pricing for ammonia. Urea ammonium nitrate (UAN) sales included approximately 32,955 tons purchased from third parties to meet customer obligations during the Pryor downtime. UAN selling prices were negatively impacted by forward orders taken during the summer months at lower selling prices. Net sales of industrial ammonia increased as a result of higher volumes from improved on-stream rates at El Dorado. Low density ammonium nitrate (LDAN) sales volumes for mining applications also increased as a result of its sales and marketing efforts and stronger overall demand from this market. Sales of nitric acid from the Baytown facility increased as a result of rising levels of industrial manufacturing throughout the U.S. * Adjusted EBITDA from continuing operations was lower compared to the prior year period primarily due to the aforementioned downtime at the Pryor facility, partially offset by improved on-stream rates and lower fixed costs at El Dorado as compared to the fourth quarter of 2016. Financial Position and Capital Expenditures As of Dec. 31, 2017, the Company's total cash position was $33.6 million. Additionally, the Company had approximately $41.2 million of borrowing availability under our Working Capital Revolver. There were no borrowings under the Working Capital Revolver at Dec. 31, 2017. Total long-term debt, including the current portion, was $409.4 million at Dec. 31, 2017 compared to $420.2 million at Dec. 31, 2016. The aggregate liquidation value of the Series E Redeemable Preferred at Dec. 31, 2017, inclusive of accrued dividends of $45.5 million, was $185.2 million. Interest expense, net of capitalized interest, for the fourth quarter of 2017 was $9.3 million compared to $9.8 million for the same period in 2016. For the full year of 2018, the Company expects interest expense to be approximately $35 - $40 million. Capital expenditures were approximately $10.3 million in the fourth quarter of 2017. For the full year of 2018, total capital expenditures, which are related to maintaining and enhancing safety and reliability at our facilities, are expected to be approximately $35 million. A full-text copy of the Form 10-K is available for free at: https://is.gd/JajTDm LSB Industries Headquartered in Oklahoma City, Oklahoma, LSB Industries, Inc. -- http://www.lsbindustries.com/-- manufactures and sells chemical products for the agricultural, mining, and industrial markets. The Company owns and operates facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor, Oklahoma, and operates a facility for a global chemical company in Baytown, Texas. LSB's products are sold through distributors and directly to end customers throughout the United States. * * * In November 2017, S&P Global Ratings affirmed its 'CCC' corporate credit rating on LSB Industries. S&P said the company continues to experience operational issues at both its El Dorado and Pryor plants, and although the company has shown improved operating results thus far in 2017, S&P still views leverage metrics to be at unsustainable levels for the next year. In November 2016, Moody's Investors Service downgraded LSB's corporate family rating (CFR) to 'Caa1' from 'B3', its probability of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million guaranteed senior secured notes to 'Caa1' from 'B3'. LSB's 'Caa1' CFR rating reflects Moody's expectations that the combined uncertainty over operational reliability and the compressed margins, resulting from the low nitrogen fertilizer pricing environment, could result in continued weak financial metrics for a protracted period. MARRONE BIO: PRIMECAP Management Has 8.37% Stake as of Dec. 31 -------------------------------------------------------------- PRIMECAP Management Company disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2017, it beneficially owns 2,625,600 shares of common stock of Marrone Bio Innovations, Inc., constituting 8.37 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/OQKwE1 About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com/-- makes bio-based pest management and plant health products. Bio-based products are comprised of naturally occurring microorganisms, such as bacteria and fungi, and plant extracts. The Company's current products target the major markets that use conventional chemical pesticides, including certain agricultural and water markets, where the Company's bio-based products are used as alternatives for, or mixed with, conventional chemical products. Ernst & Young LLP issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred losses since inception, has a net capital deficiency, and has additional capital needs that raise substantial doubt about its ability to continue as a going concern. Marrone Bio reported a net loss of $31.07 million in 2016, a net loss of $43.7 million in 2015, and a net loss of $51.65 million in 2014. As of Sept. 30, 2017, Marrone Bio had $37.39 million in total assets, $81.05 million in total liabilities and a total stockholders' deficit of $43.66 million. MCHYL ENTERPRISES: Case Summary & 16 Unsecured Creditors -------------------------------------------------------- Debtor: MCHYL Enterprises, Inc. dba All Pro Printing dba All Pro Direct Marketing 11548 Pyramid Drive Odessa, FL 33556 Business Description: MCHYL Enterprises, Inc. is a privately held company in Odessa, Florida that provides printing and related support activities. Chapter 11 Petition Date: March 1, 2018 Case No.: 18-01594 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Buddy D Ford, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: 813-877-4669 Fax: 813-877-5543 E-mail: Buddy@TampaEsq.com All@tampaesq.com - and - Jonathan A. Semach, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: 813-877-4669 Fax: 813-877-5543 E-mail: jonathan@tampaesq.com Total Assets: $425,929 Total Liabilities: $1,550,000 The petition was signed by Thomas A. McLaren, president/CEO. A full-text copy of the petition, along with a list of 16 unsecured creditors, is available for free at: http://bankrupt.com/misc/flmb18-01594.pdf MEDOVEX CORP: Securities Delisted from Nasdaq --------------------------------------------- The Nasdaq Stock Market LLC filed a Form 25-NSE with the Securities and Exchange Commission notifying the removal from listing or registration of Medovex Corp.'s common stock and warrant on the Exchange. About Medovex Corp. Headquartered in Alpharetta, Ga., Medovex Corp. is in the business of designing and marketing proprietary medical devices for commercial use in the United States and Europe. It focuses on development and commercialization of the DenerveX System, which consists of the DenerveX Device and the DenerveX Pro-40 power generator (DenerveX). DenerveX is a device that is intended to be used in the treatment of conditions resulting from the degeneration of joints in the spine that cause back pain. The DenerveX Pro-40 Power Generator is the power source for the DenerveX System. Medovex reported a net loss of $16.22 million for the year ended Dec. 31, 2016, compared to a net loss of $6.52 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Medovex had $2.59 million in total assets, $592,190 in total liabilities and $2 million in total stockholders' equity. Frazier & Deeter, LLC, in Atlanta, Georgia, issued a "going concern" qualification in its report on the Company's financial statements for the year ended Dec. 31, 2016, noting that the Company's products are being developed and have not generated revenues to date. As a result, the Company has suffered losses since its inception. This raises substantial doubt about the Company's ability to continue as a going concern. NEXT LISTING: Wants Exclusive Plan Filing Extended Through Aug. 1 ----------------------------------------------------------------- Next Listing, LLC, and Bobby Alcozer and Mitzy Alcozer ask the U.S. Bankruptcy Court for the Southern District of Texas to extend the exclusivity during which only the Debtor can file a plan of reorganization through and including Aug. 1, 2018. The Debtor's current exclusivity ends April 30, 2018. The Debtors are associated with the real estate industry. Hurricane Harvey and 8 weeks of rain have slowed down the recovery process in this chapter 11 bankruptcy proceeding. April 30, 2018, is too soon for the Debtor, as well as the creditors to determine how well the Debtor will recover, and it would be in the best interest of the creditors. The Debtor believes that Aug. 1, 2018 is a more reasonable deadline for filing the plan of reorganization. This is the first extension motion filed by the Debtor. The United States Trustee does not oppose this Motion. A copy of the Debtors' request is available at: http://bankrupt.com/misc/txsb17-36042-38.pdf About Next Listing A real estate marketing company, Next Listing, LLC, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-36042) on Oct. 31, 2017, estimating under $1 million in assets and liabilities. Margaret M. McClure, Attorney at Law, serves as counsel to the Debtor. ORANGE ACRES: Ongoing Talks Delay Filing of Plan ------------------------------------------------ Orange Acres Ranch Homeowners Association, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to extend the exclusive periods during which only the Debtor can file a plan of reorganization and solicit acceptance of plan through and including March 27, 2018, and May 29, 2018, respectively. As reported by the Troubled Company Reporter on Jan. 2, 2018, the Debtor asked the Court to extend the exclusive plan filing and solicitation periods through and including Feb. 27, 2018, and April 27, 2018, respectively. The Court scheduled a hearing on that motion for Jan. 10, 2018, at 9:30 a.m. At the Jan. 10, 2018 hearing, the Court continued the hearing to Feb. 28, 2018. On Feb. 20, 2018, the Court filed a notice and rescheduled the Feb. 28, 2018, hearing to March 8, 2018. Consequently, a court order has not been entered on the motion. The Debtor is continuing to work on the plan and discussing plan treatment with parties in interest. The Debtor had focused efforts on third-party financing which is currently not available due to the existence of agreements which are the subject of a pending motion to reject. The Debtor assures the Court that the latest request for extension of the exclusive periods is not submitted for purposes of delay. A copy of the Debtor's request is available at: http://bankrupt.com/misc/flmb17-04326-90.pdf About Orange Acres Ranch Homeowners Orange Acres Ranch Homeowners Association, Inc., is listed as a Florida Not For Profit Corporation, which owns and operates a mobile home park known as Orange Acres Ranch. The Park consists of 210 lots, including 73 unimproved lots. The Park amenities include a clubhouse and swimming pool. Orange Acres Ranch Homeowners Association filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-04326) on May 18, 2017. The petition was signed by Brent Geary, its president. At the time of filing, the Debtor estimated assets and liabilities of $1 million to $10 million. The case is assigned to Judge Michael G. Williamson. The Debtor is represented by Scott A. Stichter, Esq., at Stichter Riedel Blain & Postler, P.A. PENICK PRODUCE: March 7 Plan Confirmation Hearing ------------------------------------------------- Judge Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi approved the disclosure statement explaining Penick Produce Co., Inc., et al.'s joint plan and reorganization, after finding that no timely objection to the Disclosure Statement was made and that the Disclosure Statement contains adequate information as required by Section 1125 of the Bankruptcy Code. The hearing to consider confirmation of the Plan and to hear any other matters properly before the Court shall be held on Wednesday, March 7, 2018, at 10:30 a.m. in Courtroom 4D, United States Courthouse, Oxford, Mississippi. Any objections to confirmation of the Plan, or to the Cure Amounts stated in the Plan, must be filed with the Court on or before March 2, 2018. About Penick Produce Company Founded in 1991, Penick Produce Co., Inc., is a small organization in the fresh fruits and vegetable companies industry located in Vardaman, Mississippi. Penick Produce, Co., and affiliates Penick Business LP and Penick LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Lead Case No. 17-11522) on April 26, 2017. In the petition signed by Robert A. Langston, the Debtors' president, Penick Produce estimated assets at $10 million to $50 million and debt at $1 million to $10 million. Judge Jason D. Woodard presides over the cases. Douglas C. Noble, Esq., at McCraney, Montagnet, Quin & Noble, PLLC, serves as the Debtors' counsel. Legacy Capital, Inc., is the investment banker. An official committee of unsecured creditors was appointed by the U.S. Trustee on May 16, 2017, and modified on May 18, 2017. The Committee retained the Law Office of Derek A. Henderson, as counsel. PHILADELPHIA HAITIAN: Case Summary & 12 Unsecured Creditors ----------------------------------------------------------- Debtor: Philadelphia Haitian Baptist Church of Orlando, Inc. aka Eglise Baptiste Haitienne Philadelphie PO Box 580812 Orlando, FL 32858 Business Description: Philadelphia Haitian Baptist Church of Orlando, Inc. is a privately held company in Orlando, Florida categorized under the religious organizations industry. It previously sought bankruptcy protection on June 6, 2014 (Bankr. Md. Fla. Case No. 14-06667). Chapter 11 Petition Date: February 28, 2018 Case No.: 18-01091 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Judge: Hon. Cynthia C. Jackson Debtor's Counsel: Cynthia E. Lewis, Esq. LEWIS & MONROE, PLLC PO Box 540163 Orlando, FL 32854 0163 Tel: (407) 872-7447 Fax: (407) 246-0008 E-mail: clewis@jamesmonroepa.com JamesMonroe@JamesMonroePA.com Total Assets: $5.25 million Total Liabilities: $4 million The petition was signed by Jean-Caroll Bernadin, pastor/president. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb18-01091.pdf PIONEER ENERGY: Provides Operations & Recent Developments Update ---------------------------------------------------------------- From time to time, senior management of Pioneer Energy Services meets with groups of investors and business analysts. The Company filed with the Securities and Exchange Commission copies of the slides in connection with management's participation in those meetings and participation in the 18th Annual Simmons Energy Conference. The slides provide an update on the Company's operations and certain recent developments, which among others, include the following: Fourth Quarter 2017 Highlights * Industry-leading U.S. drilling margin per day of $9,411. * In Colombia, the seventh drilling rig is preparing to mobilize to begin operations early in the second quarter. * Coiled tubing revenue increased 29%, and generated a gross margin of 24%. * Full-year 2017 Total Recordable Incident Rate of less than 1.0. First Quarter 2018 Guidance * U.S. drilling utilization of 100% with average margins per day of $9,400 to $9,700. * International drilling utilization of 70% to 75% with average margins per day of $7,000 to $8,000. * Production services revenues up 10% to 15% sequentially with a gross margin of 24% to 26%. The slides are available for free at https://is.gd/Gd2A9q About Pioneer Based in San Antonio, Texas, Pioneer Energy Services -- http://www.pioneeres.com/--provides well, wireline, and coiled tubing services to producers in the U.S. Gulf Coast, offshore Gulf of Mexico, Mid-Continent and Rocky Mountain regions through its Production Services Segment. Pioneer also provides contract land drilling services to oil and gas operators in Texas, the Mid-Continent and Appalachian regions and internationally in Colombia through its Drilling Services Segment. Pioneer Energy reported a net loss of $75.11 million in 2017, a net loss of $128.4 million in 2016, a net loss of $155.1 million in 2015, and a net loss of $38.01 million in 2014. As of Dec. 31, 2017, Pioneer Energy had $766.86 million in total assets, $556.77 million in total liabilities and $210.09 million in total shareholders' equity. * * * In November 2017, Moody's upgraded Pioneer Energy Services' Corporate Family Rating to 'Caa2' from 'Caa3'. Pioneer' Caa2 CFR reflects the company's elevated debt balance pro forma for the $175 million senior secured term loan issuance, as reported by the TCR on Nov. 13, 2017. PREMIUM POINT: Chapter 15 Case Summary -------------------------------------- Lead Debtor: Premium Point Master Mortgage Credit Fund, Ltd. Century Yard, Cricket Square P.O. Box 493 Grand Cayman Cayman Islands Type of Business: Hedge Fund Foreign Proceeding in Which Appointment of the Foreign Representatives Occurred: Liquidation proceeding in Grand Court of the Cayman Islands FSD 241 of 2017 Evidence of Foreign Proceeding: Order dated December 14, 2017, in the Cayman Proceeding Chapter 15 Petition Date: March 1, 2018 Affiliated entities that commenced Chapter 15 bankruptcy cases: Debtor Case No. ------ -------- Premium Point Master Mortgage Credit Fund, Ltd. 18-10586 Premium Point Offshore Mortgage Credit Fund, Ltd. 18-10587 Premium Point ERISA Master Mortgage Credit Fund, Ltd. 18-10588 Premium Point ERISA Offshore Mortgage Credit Fund, Ltd. 18-10589 Premium Point Master New Issue Opportunity Fund, Ltd. 18-10590 Premium Point Offshore New Issue Opportunity Fund, Ltd. 18-10591 Premium Point Mini-Master New Issue Opportunity Fund 18-10592 PPI ACQ, Ltd. 18-10593 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtors' Authorized Representatives: Jeffrey Stower and Kris Beighton Century Yard, Cricket Square P.O. Box 493 Grand Cayman Cayman Islands Chapter 15 Petitioners' Counsel: James Bentley, Esq. Harry S. Davis, Esq. SCHULTE ROTH & ZABEL, LLP 919 Third Avenue New York, NY 10022 Tel: (212) 756-2000 Fax: (212) 593-5955 E-mail: james.bentley@srz.com harry.davis@srz.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of the Chapter 15 petition is available for free at: http://bankrupt.com/misc/nysb18-10586.pdf QUADRANT 4: March 20 Hearing on Residual Software Platforms Sales ----------------------------------------------------------------- Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois authorized the Settlement and Asset Purchase Agreement of Quadrant 4 System Corp. and its affiliates with BIP Lender, LLC, in connection with Quadrant 4's private sale of residual software platforms for $1 million credit bid. The Sale Procedures are approved in all respects subject to the terms in the Order. The notice of hearing for the sale of the Acquired Assets and any related deadlines are approved and will be served by the Debtor. The Sale Notice to be issued in connection with the proposed Sale is approved and made a part in the Order. A copy of the Sale Notice attached to the Order is available for free at: http://bankrupt.com/misc/Quadrant_4_363_Order.pdf The Court will conduct the Sale Hearing on March 20, 2018 at 11:00 a.m. (CT). Any objection to the Sale must be filed at least two days before the Sale Hearing. Pursuant to Bankruptcy Rules 2002(a), 2002(d) and 6004, and with the following manner of notice being found to be adequate and sufficient notice of the relief sought in the Motion, including the sale of the Acquired Assets, the Debtor be and is ordered and directed to serve a copy of the Sale Notice within one business day of entry of the Sale Procedures Order, to the Notice Recipients. The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are waived and the Sale Procedures Order will be effective immediately upon its entry. About Quadrant 4 System Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/-- sells IT products and services. Its revenues are primarily generated from the placement of staffing or solution consultants, and the sale and licensing of its proprietary cloud-based Software as a Service (SaaS) systems, as well as a wide range of technology oriented services and solutions. The company's principal executive offices are located in Schaumburg Illinois. It also operates its business from various offices located in Naples, Florida; Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury, New Jersey; Pleasanton, California; and Ann Arbor, Michigan. Quadrant 4 is the 100% owner of the issued and outstanding common stock of Stratitude, Inc., a California corporation, which it acquired on or about Nov. 3, 2016. Concurrently with the Stratitude Acquisition, Stratitude acquired certain of the assets of Agama Solutions, Inc., a California corporation. Both Stratitude and Agama are located in Pleasanton and Fremont, California and are engaged in the IT business. Quadrant 4 disclosed total assets of $47.05 million and total liabilities of $31.39 million as of Sept. 30, 2016. Quadrant 4 filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-19689) on June 29, 2017. Stratitude, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-30724) on Oct. 13, 2017. The case is jointly administered with that of Quadrant 4. Quadrant 4, which was subject to a securities fraud probe that led to the arrest and resignation of its top two executives seven months ago, sought Chapter 11 protection after reaching a settlement with the U.S. Securities and Exchange Commission and signing deals to sell four business segments for at least $6.9 million. The Debtors' cases are assigned to Judge Jack B. Schmetterer. The Debtors' bankruptcy counsel is Adelman & Gettleman Ltd. Nixon Peabody LLP acts as special counsel to the Debtors for matters concerning taxes, labor, ERISA, securities compliance, international law, and related matters while Faegre Baker Daniels LLP acts as special counsel for securities litigation. The Debtors hired Silverman Consulting Inc. as financial consultant, and Livingstone Partners, LLC, as investment banker. On July 10, 2017, an official committee of unsecured creditors was appointed in the Debtor's case. The Committee retained Sugar Felsenthal Grais & Hammer LLP as its legal counsel, and Amherst Partners, LLC, as its financial advisor. RAEISI GROUP: Case Summary & Unsecured Creditor ----------------------------------------------- Debtor: Raeisi Group, Inc. 459 W. Broadway, Suite 10 Glendale, CA 91204 Business Description: Raeisi Group, Inc. is a privately held company that owns a real property located at 20714 E. Convina Hills Road, Covina, CA 91724 valued by the Company at $1.60 million. The Company is a small business Debtor as defined in 11 U.S.C. Section 101(51D). Raeisi Group is company based in Glendale, California and was established on Aug. 12, 2011. Chapter 11 Petition Date: February 28, 2018 Case No.: 18-12224 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Robert N. Kwan Debtor's Counsel: Christopher P. Walker, Esq. LAW OFFICE OF CHRISTOPHER P. WALKER, P.C. 505 S Villa Real Dr Ste 103 Anaheim Hills, CA 92807 Tel: 714-639-1990 Fax: 714-637-1636 E-mail: cwalker@cpwalkerlaw.com Total Assets: $2.04 million Total Liabilities: $684,885 The petition was signed by Bahram Dadvar, secretary. The Debtor lists Elin Khachatourian as its sole unsecured creditor holding a claim of $36,500. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb18-12224.pdf SAMUEL WYLY: $68K Sale of Arlington Stoneridge Interest Okayed -------------------------------------------------------------- Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas authorized the private sale by Samuel Evans Wyly and Robert Yaquinto, Jr., the duly-appointed chapter 7 Trustee of Caroline D. Wyly, of their interest in Arlington Stoneridge Associates, Ltd. to Virginia Fain for $67,500. The sale is free and clear of all interests, if any, with any such interest to attach to the net proceeds of the sale. Within seven days after receipt by the each of the Movants of full and final payment of the net sale proceeds from Arlington Stoneridge Interests, the Movants will each file a Notice of Sale with the Court listing the net proceeds received by their respective estate. The net proceeds from the sale of the Sam Wyly's ownership interest in Arlington Stoneridge will be deposited and held in his DIP account. The net proceeds from the sale of the Probate Estate's ownership interest in Arlington Stoneridge will be deposited and held in the Trustee's estate account, pending further agreement among the parties regarding distribution of such proceeds. The stay under Bankruptcy Rule 6004(h) is waived; accordingly, the terms of the Order will take effect and be enforceable immediately. About Sam Wyly Samuel Wyly is a lifelong entrepreneur and author. His first book, 1,000 Dollars & An Idea, is a biography that tells his story of creating and building companies, including University Computing, Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse. His second book, Texas Got It Right!, co-authored with his son, Andrew, was gifted to roughly 450,000 students and teachers, thought leaders, and readers, and continues to be a best-seller in its Amazon category. In September 2014, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. On Oct. 23, 2014, Dee Wyly filed her voluntary petition for relief under chapter 11 of the Bankruptcy Code, thereby initiating her bankruptcy case. On Nov. 10, 2014, the Court ordered "the procedural consolidation and joint administration of the chapter 11 cases of Samuel E. Wyly and Caroline D. Wyly [under] Case No. 14-35043." On Dec. 2, 2014, the Court entered an order appointing an official committee of unsecured creditors in Sam's Case. On Nov. 23, 2016, the Court converted Dee's Case to a case under chapter 7 of the Bankruptcy Code and terminated the joint administration of the bankruptcy cases. Robert Yaquinto, Jr., was subsequently appointed as the chapter 7 trustee to administer Dee Wyly's bankruptcy estate. SCIENTIFIC GAMES: Incurs $242.3 Million Net Loss in 2017 -------------------------------------------------------- Scientific Games Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $242.3 million on $3.08 billion of total revenue for the year ended Dec. 31, 2017, compared to a net loss of $353.7 million on $2.88 billion of total revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Scientific Games had $7.72 billion in total assets, $9.75 billion in total liabilities, and a total stockholders' deficit of $2.02 billion. As of Dec. 31, 2017, the Company had cash and cash equivalents of $788.8 million. "We believe that our cash flow from operations, available cash and cash equivalents and available borrowing capacity under our existing or anticipated financing arrangements will be sufficient to meet our liquidity needs for the foreseeable future; however, we cannot assure that this will be the case. We believe that substantially all cash held outside the U.S. is free from legal encumbrances or similar restrictions that would prevent it from being available to meet our global liquidity needs," stated the Company in the Annual Report. Total cash held by the Company's foreign subsidiaries was $57.6 million as of Dec. 31, 2017. Net cash provided by operating activities for the year ended Dec. 31, 2017 as compared to the prior year period increased primarily due to a $174.5 million increase in incremental net earnings after reconciling adjustments and changes in deferred taxes, partially offset by changes in working capital accounts as the prior year benefited from the timing of receivable collections and cash disbursements coupled with various other changes in the Company's working capital accounts. Net cash used in investing activities increased primarily due to the business acquisitions, the November 2017 acquisition of 36% of the outstanding ordinary shares and other securities of NYX for $91.9 million and $20.8 million in higher capital expenditures, primarily associated with its recently launched WAP and other participation units. Capital expenditures are composed of investments in systems, equipment and other assets related to contracts, property and equipment, intangible assets and software. Net cash provided by financing activities increased primarily due to the February 2017 Refinancing, August 2017 Refinancing and October 2017 Financing transactions and revolving credit facility borrowings in anticipation of closing the NYX acquisition on Jan. 5, 2018, combined with lower principal payments on the long-term debt during the period. During the year ended Dec. 31, 2017, the Company also incurred $58.7 million in debt issuance and deferred financing costs. Net cash provided by operating activities for the year ended Dec. 31, 2016 increased $4.8 million over the prior year. The increase in net cash provided by operating activities was primarily due to the incremental net earnings, net of non-cash items of $97.3 million and a $92.5 million decrease in working capital and other items. A full-text copy of the Form 10-K is available for free at: https://is.gd/R9xepD About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a gaming entertainment company offering a portfolio of game content, advanced systems, cutting-edge platforms and professional services. The company offers technology-based gaming systems, digital real-money gaming and sports betting platforms, casino table games and utility products and lottery instant games, and a leading provider of games, systems and services for casino, lottery and social gaming. Committed to responsible gaming, Scientific Games delivers what customers and players value most: trusted security, engaging entertainment content, operating efficiencies and innovative technology. SEARS FARM: Case Summary & 19 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Sears Farm, LLC 1142 Executive Circle, Suite D Cary, NC 27511 Type of Business: Sears Farm, LLC owns various land parcels in Cary, North Carolina having a total appraised value of $11.05 million. Chapter 11 Petition Date: March 1, 2018 Court: United States Bankruptcy Court Eastern District of North Carolina (Raleigh Division) Case No.: 18-00986 Judge: Hon. Stephani W. Humrickhouse Debtor's Counsel: William P. Janvier, Esq. JANVIER LAW FIRM, PLLC 311 E Edenton Street Raleigh, NC 27601 Tel: 919 582-2323 Fax: 866 809-2379 Email: bill@janvierlaw.com - and - Kathleen O'Malley, Esq. JANVIER LAW FIRM, PLLC 311 E. Edenton Street Raleigh, NC 27601 Tel: 919 582-2323 Fax: 866 809-2379 E-mail: kathleen@janvierlaw.com Debtor's Special Counsel: Perry R. Safran, Esq. - and - Eric R. Spence, Esq. Total Assets: $21.76 million Total Liabilities: $7.75 million The petition was signed by William W. Sears, member/manager. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nceb18-00986.pdf List of Debtor's 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Betty Bitting Promissory Note $40,000 BlueSpire Senior Living Trade Debt $99,345 Debbie Via Promissory Notes $40,000 Donald Bitting Promissory Note $40,000 Educational Information Trade Debt $13,950 Corporation James and Nancy Sears Promissory Note $60,000 Linda S. Suggs Promissory Note $110,000 McGuireWoods LLP Legal Fees $10,807 Omer G. Ferrell & 1976 Ford Truck $18,500 Son Grading Co and 1978 Ford Tractor Ragsdale Liggett PLLC Legal Fees $105,470 Safran Law Offices Legal Fees $157,933 Samaritan Housing Promissory Note $500,000 Foundation Attn: Officer/Managing Agent 212 South Tryon Street Suite 1000 Charlotte, NC 28281 SearStone North, LLC Loan $93,000 Searstone Village HOA Dues $63,599 Prop. Owners Asso Summit Design & Consulting Services $15,532 Engineering Service Billed to Sears Hackney Keener and Williams, Inc. UMB Bank, N.A. as All Sears Farm $0 Master Trustee real property except Lot #1 Wake County Revenue Business Property $40,332 Department tax and real property taxes William Scotsman Sales Office Rental $10,932 William W. Sears Loan $1,300 SHAMROCK ROOFING: March 28 Plan Confirmation Hearing ---------------------------------------------------- Judge Karen K. Brown of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, will convene a hearing on March 28, 2018, at 11:00 a.m., to determine confirmation of the plan of reorganization of Paul Martin, Shamrock Roofing and Remodelling LLC of Spring Texas, and Spring Shamrock Holdings Co., Inc. Judge Brown approved the disclosure statement explaining the Debtor's Plan on Feb. 26. March 26 is fixed as the last day for filing written acceptances or rejections of the Plan. March is also fixed as the last day for filing and serving written objections to confirmation of the Plan. The Plan contemplates that the Debtors will use of all postpetition and post-Confirmation income/revenue, proceeds from the collection of the Debtor's accounts receivables, proceeds from the sale of assets, and proceeds from recovery of Voidable Transfers. The Plan further provides that the Debtors will retain all Estate property, including all property of the Debtors as defined in 11 U.S.C. Section 541, to the extent same are assets of the Debtors' bankruptcy estates, as well as all Avoidance Actions. The IRS has filed a Proof of Claim asserting an unsecured Priority Claim in the amount of $82,362.12 for 2015 and 2016 taxes against Debtor Paul Martin. The Debtor, Paul Martin, will pay the IRS's Unsecured Priority Claim in 60 equal monthly payments commencing on the Effective Date with interest at the rate of 3% per annum. In addition, the IRS is asserting an Unsecured Claim in the amount of $4,791.48 for penalties against Debtor Paul Martin. In the event the IRS Unsecured Claim is allowed as filed, the IRS will be paid pursuant to the terms set forth for unsecured creditors in Class 8. The IRS has filed a Proof of Claim asserting an unsecured Priority Claim in the amount of $19.70 for 2014 and 2017 taxes against Shamrock Roofing. The Debtor, Shamrock Roofing, will pay the IRS's Unsecured Priority Claim in full on the Effective Date. In addition, the IRS is asserting an Unsecured Claim in the amount of $1,549.12 for penalties against Debtor Shamrock Roofing. In the event the IRS Unsecured Claim is allowed as filed, the IRS will be paid pursuant to the terms set forth for unsecured creditors in Class 8. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-33689-68.pdf About Shamrock Roofing Shamrock Roofing of Spring, Texas was created to assist homeowners with the high cost of roofing repairs and roof replacements. Its owner, Paul Martin, has been roofing in the gulf region for 12 years and Shamrock knows what GAF products hold up to its unique environment. Shamrock Roofing and Remodeling LLC of Spring Texas, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 17-33690) on June 13, 2017, indicating under $1 million in both assets and liabilities. The Debtor is represented by Steven A. Leyh, Esq., at Leyh Payne & Mallia, PLLC. SHIEKH SHOES: Store Closing Sales at 45 Locations Approved ---------------------------------------------------------- Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the Central District of California authorized Shiekh Shoes, LLC (i) to self-manage and conduct store closing sales at 45 of its stores; (ii) to sell all of its personal property at the closing stores in connection with the closing sales; and (iii) to reject any lease relating to a closing store pursuant to the lease rejection procedures. An initial hearing on the Motion on shortened notice was held on Feb. 22, 2018 at 9:30 a.m. A continued hearing was held on Feb. 27, 2018, at 1:30 p.m. The Debtor is authorized to conduct the Closing Sales at the Closing Stores, and with such Closing Stores in accordance with the Order, the Sale Guidelines, and any side letter entered into between the Debtor and a landlord of an affected Closing Store, which sales may be conducted as "store closing," "sale on everything," "everything must go," "inventory liquidation," or similar-themed sales. In furtherance thereof, the Debtor and each of its respective officers, employees, and agents are authorized to execute such documents and to do such acts as are necessary or desirable to carry out the Closing Sales and each of the transactions and related actions contemplated or set forth therein. Notwithstanding any contrary provision in any lease or occupancy agreement governing the Debtor's occupancy of a Closing Store, the Debtor is authorized to discontinue operations at the Closing Stores in accordance with this Order and the Sale Guidelines. All newspapers and other advertising media in which the Closing Sales may be advertised and all landlords of the Closing Stores are directed to accept the Order as binding authority so as to authorize the Debtor to conduct the Closing Sales and the sale of the Debtor's Personal Property, including any inventory and any fixtures, furniture, and equipment pursuant to the Sale Guidelines, including, without limitation, to conduct and advertise the sale of the Personal Property in the manner contemplated by, and in accordance with, this Order, the Sale Guidelines, and any side letter agreement entered into between the Debtor and any landlord of an affected Closing Store. To the extent that the Closing Sales at the Closing Stores are conducted in accordance with the Order and the Sale Guidelines, and are therefore conducted under the supervision of the Court, such Closing Sales are authorized notwithstanding (a) state and local wage requirements for the Closing Sales; and (b) any federal, state or local statute, ordinance, rule or licensing requirement directed at regulating "going out of business," "store closing," similar inventory liquidation sales, or bulk sale laws. Given such exemptions, the Debtor will be presumed to be in compliance with any Liquidation Laws and are authorized to conduct the Closing Sales in accordance with the terms of the Order and the Sale Guidelines without the necessity of showing compliance with any Liquidation Laws. To the extent that any governmental unit disputes the Debtor's compliance with any Liquidation Law, such governmental unit may assert a dispute by serving a Dispute Notice of such Liquidation Dispute on the counsel for the Debtor so as to ensure delivery thereof within 14 days following entry of the Order. If the Debtor and such governmental unit are unable to resolve the Liquidation Dispute within 14 days of service of the Dispute Notice, such governmental unit may file a motion with the Court requesting consideration and resolution of the Liquidation Dispute on an expedited basis. In furtherance of the foregoing, within two business days of the entry of the Order, the Debtor will serve copies of it and the Sale Guidelines to all interested parties. The Debtor is hereby authorized to take such actions as may be necessary and appropriate to advertise the sale as a "store closing," "sale on everything," "everything must go," "liquidation sale," "clearance outlet," or similar themed sale through the posting of signs in accordance with the Sale Guidelines, notwithstanding any applicable non-bankruptcy laws that restrict such sales and activities, and notwithstanding any provision in any lease, sublease, license or other agreement related to occupancy, "going dark," or abandonment of assets, or other provisions that purport to prohibit, restrict, or otherwise interfere with the Closing Sales. To the extent that disputes arise during the course of the Closing Sales regarding laws regulating the use of sign-walkers, banners, or other forms of advertising, and the Debtor is unable to resolve the matter consensually with a governmental unit, any party may request an expedited hearing before the Court pursuant to these provisions. All sales of all Personal Property will be "as is" and final, and free and clear of any and all liens, claims, and encumbrances. In accordance with interim and final orders regarding the Nike Motion, absent Nike USA, Inc.'s express written consent, until repayment in full to Nike USA on account of the Postpetition Credit, the Debtor will not use any cash collateral to make any payments other than on account of the Essential Expenses, in accordance with the terms and conditions of the Nike Motion Interim Order and any final order regarding the Nike Motion. Further, the first moneys generated by the Debtor pursuant to this Order will be paid to Nike on account of the Postpetition Credit until it is paid in full, subject only to a limited carve-out for Essential Expenses. The Debtor will remain responsible for the payment of any and all sales taxes. The Debtor is directed to remit all taxes accruing from the Closing Sales to the applicable governmental units as and when due. The Debtor and the respective landlord of each Closing Store are authorized to enter into a side letter agreement to govern the conduct of the Closing Sales at the applicable Closing Store and such side letter agreements will control over the Sale Guidelines and the Order. With respect to any lease relating to a Closing Store, the Debtor is authorized (but not required) to reject any Lease on these Rejection Procedures: a. The Debtor must serve on both the counsel for the Official Committee of Unsecured Creditors, the landlord for such Lease (or its counsel), and the lessor of personal property that is leased from a third party that is at the premises, if any, and file with the Court, written notice of the Debtor's rejection of the Lease; b. The Debtor's service of the Rejection Notice pursuant to the immediately preceding paragraph must be by e-mail, facsimile, Federal Express, or overnight mail; c. The Debtor may serve any Rejection Notice immediately upon entry of the Order; d. Should a party in interest object to the proposed rejection by the Debtor of any Lease that is the subject of a Rejection Notice, such party in interest must file and serve a written objection so that such objection is filed with the Court and is actually received no later than the date that is five business days after the date the Debtor served the Rejection Notice by each of the Debtor's counsel, counsel to the Committee, counsel to the Debtor's postpetition lender(s), and the Office of the United States Trustee; e. The Debtor may withdraw a Rejection Notice prior to the 10th day following its service of the Rejection Notice; f. To the extent the Debtor complies with the foregoing Rejection Procedures for any Lease and no timely objection is filed and served in accordance with these procedures, rejection of the applicable Lease will be effective as of the later of (i) the 10th day following the Debtor's service of the Rejection Notice, or (2) the date the Debtor surrenders possession of the subject premises to the applicable landlord in broom clean condition with delivery of the keys or "key codes" (as applicable) for the premises to such landlord; and g. if an objection to a Rejection Notice is timely filed and served in accordance with these Rejection Procedures, the Debtor will schedule a hearing for the consideration of such objection. If such objection is overruled or withdrawn, the rejection of such Lease will be deemed to have occurred as of the later of (i) the tenth day following the Debtor's service of the Rejection Notice, or (ii) the Surrender Date. On the effective date of each Lease rejection pursuant to the Order, any and all personal property remaining in the leased premises will be deemed abandoned under section 554 and/or section 363 of the Bankruptcy Code. The applicable landlord is authorized to dispose of the Abandoned Property in its sole and absolute discretion without further order of the Court and without notice or liability to the Debtor or any third-party claiming an interest in such Abandoned Property. To the extent that the Debtor proposes to sell or abandon Closing Store assets that may contain any personal or confidential information about the Debtor's employees or customers, the Debtor will remove all such confidential information from such assets before they are sold or abandoned. In the event that the Debtor fails to timely pay any accruing post-petition rent or occupancy charges to any of the Objecting Landlords with respect to the Closing Stores, the respective Closing Store landlord may bring an expedited motion to compel payment and seek related appropriate relief. Notwithstanding Bankruptcy Rule 6004(h), the order will be effective and enforceable immediately upon its entry. About Shiekh Shoes Based in Ontario, California, Shiekh Shoes, LLC -- http://www.shiekhshoes.com/-- is a shoe retailer company with 79 locations in California, five in Nevada, 11 in Arizona, 11 in Texas, two in New Mexico, one in Oregon, six in Illinois, eight in Michigan, and five in Washington. Shiekh Shoes features brands like Shiekh, Adidas, Puma, Timberland, Converse, among others. It offers dress, casual, athletic, infant, toddler, youth, basketball, running, training, and skate shoes; slippers, sandals, wedges, pumps, boots, high heels, and sneakers; and apparel. The company was founded in 1991. Shiekh Shoes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-24626) on Nov. 29, 2017. In the petition signed by CEO Shiekh E. Ellahi, the Debtor estimated total assets and liabilities of $50 million to $100 million. Judge Vincent P. Zurzolo presides over the case. The Debtor tapped SulmeyerKupetz, APC as its legal counsel; DJM Realty Services, LLC as real estate lease consultant; and KGI Advisors, Inc. as its financial advisor. On Dec. 11, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Cooley LLP. SKYLINE RIDGE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Skyline Ridge, LLC 3400 E Finger Rock Circle Tucson, AZ 85718 Business Description: Skyline Ridge L.L.C. is an Arizona limited liability company categorized under residential contractor. Chapter 11 Petition Date: March 1, 2018 Court: United States Bankruptcy Court District of Arizona (Tucson) Case No.: 18-01908 Judge: Hon. Brenda Moody Whinery Debtor's Counsel: Michael W Baldwin, Esq. MICHAEL BALDWIN, PLC 12080 E 8th Street Tucson, AZ 85748-8903 Tel: 520-870-0709 E-mail: michael.baldwin@azbar.org Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ahmad Zarifi, managing member and sole owner. 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/azb18-01908.pdf SOLARWORLD AMERICAS: Obtains Additional $5M Loan for Operations --------------------------------------------------------------- SolarWorld Americas Inc., the largest U.S. maker of crystalline-silicon solar cells and panels for 42 years, on Feb. 28, 2018, disclosed that its creditors have agreed to lend an additional $5 million for operations as the company builds back toward full capacity utilization and profitability. "With this latest cash infusion, our creditors are demonstrating their confidence in our company and its outlook for growth," said Juergen Stein, CEO and President of SolarWorld Americas. "We are continuing to serve our customers, as we have done for decades. They should read this update as yet another signal of our stable financial footing." The lenders previously extended a loan of $6 million, and they permitted $6 million in proceeds from the sale of a warehouse building to be used for operations. The latest sum will help the company to ramp to full capacity, adding about 200 employees and concluding in the third quarter of 2018. The company now employs more than 300. The company's outlook is further buoyed by the recent favorable outcome of the Section 201 trade case brought by the company and Suniva Inc. President Trump imposed tariffs, starting the first year at 30 percent, on imports of solar modules and, except for the first 2.5 gigawatts each year, of solar cells from most countries. The market has responded well to the tariffs, Stein said, and customers continue to show strong interest in the company's high-quality, U.S.-made products. About SolarWorld SolarWorld Americas Inc., the largest U.S. crystalline-silicon solar manufacturer for more than 42 years, produces and sells high-tech solar power solutions and, in doing so, contributes to a cleaner energy supply throughout the Americas. The company maintains 430 megawatts of annual capacity to produce solar cells and 550 MW of capacity to manufacture solar modules. The company's brand stands for a proven track record of quality and reliability, and SolarWorld is the only producer whose industrial lineage has outlived its products' 25- and 30-year performance guarantees. SolarWorld upholds high social standards and commits itself to resource- and energy-efficient production. With its program Solar2World, the company supports the expansion of solar power in developing countries in Latin America. SOUTHCROSS ENERGY: Incurs $67.6 Million Net Loss in 2017 -------------------------------------------------------- Southcross Energy Partners, L.P., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss attributable to partners of $67.65 million on $665.9 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss attributable to partners of $94.99 million on $548.72 million of total revenues for the year ended Dec. 31, 2016. Southcross' net loss was $17.3 million for the quarter ended Dec. 31, 2017, compared to a loss of $39.5 million for the same period in the prior year and a loss of $19.1 million for the quarter ended Sept. 30, 2017. Adjusted EBITDA was $17.3 million for the quarter ended Dec. 31, 2017, compared to $18.4 million for the same period in the prior year and $16.8 million for the quarter ended Sept. 30, 2017. Adjusted EBITDA for the fourth quarter was higher than the prior quarter due to higher South Texas gathering volumes and improved NGL margins as the third quarter was unfavorably impacted by Hurricane Harvey. As of Dec. 31, 2017, Southcross Energy had $1.10 billion in total assets, $604.6 million in total liabilities and $499.6 million in total partners' capital. For the quarter ended Dec. 31, 2017, growth and maintenance capital expenditures were $4.9 million and were related primarily to work to enhance system efficiency and capability. For the year ended Dec. 31, 2017, growth and maintenance capital expenditures were $12.9 million net of producer reimbursements and were related primarily to the installation of a new gas gathering pipeline in Mississippi, the installation of a new upgraded amine system at the Woodsboro processing facility and various projects to connect new production to the Partnership's South Texas assets. This compares to $26.1 million net of producer reimbursements for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Southcross had total outstanding debt of $527 million including $95 million drawn under its revolving credit facility as compared to total outstanding debt of $560 million for the same period in the prior year and $532 million for the quarter ended Sept. 30, 2017. In accordance with the amendment to Southcross' revolving credit agreement executed Dec. 29, 2016, Southcross issued $15 million of senior unsecured notes to certain funds managed by EIG Global Energy Partners and Tailwater Capital in January 2018. At Feb. 23, 2018, Southcross had $31.5 million in available liquidity. Distributable cash flow for the quarter ended Dec. 31, 2017 was $5.9 million, compared to $11.5 million for the same period in the prior year and $6.4 million for the quarter ended Sept. 30, 2017. The Partnership did not make a cash distribution for the quarter ended Dec. 31, 2017 and is not allowed to make any cash distributions until the Partnership's consolidated total leverage ratio, as defined under its credit agreement, is at or below 5.0x to 1. At Dec. 31, 2017, the consolidated total leverage ratio was approximately 8.1x to 1 compared to approximately 7.8x to 1 for the quarter ended Sept. 30, 2017. In addition, under the terms of the Merger Agreement, the Partnership is not permitted, without the prior written consent of AMID, to declare or pay any distribution or dividends on its common units during the pendency of the merger. A full-text copy of the Form 10-K is available for free at: https://is.gd/QWoUa0 About Southcross Energy Partners Southcross Energy Partners, L.P. -- http://www.southcrossenergy.com/-- is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services. It also sources, purchases, transports and sells natural gas and NGL. Its assets are located in South Texas, Mississippi and Alabama and include two gas processing plants, one fractionation plant and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross is headquartered in Dallas, Texas. * * * In February 2017, S&P Global Ratings said that it affirmed its 'CCC+' corporate credit and senior secured issue-level ratings on Southcross Energy Partners L.P. The outlook is stable. The rating action reflects S&P's view that the recent credit agreement amendment limits the likelihood of a default in the next two years as the partnership will have an improved liquidity position and need no longer adhere to its leverage covenants. In January 2016, that Moody's Investors Service downgraded Southcross Energy's Corporate Family Rating to 'Caa1' from 'B2'. Southcross' Caa1 CFR reflects its high financial leverage, limited scale, concentration in the Eagle Ford Shale and Moody's expectation of continued high leverage and challenging industry conditions into 2017. SPANISH BROADCASTING: Bluestone Holds 14.5% Stake as of March 1 --------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Bluestone Financial Ltd. reported that as of March 1, 2018, it beneficially owns 604,776 shares of Class A common stock of Spanish Broadcasting Systems, Inc., constituting 14.51 percent of the shares outstanding. Bluestone, engaged in financial investing, is a Limited Company incorporated under the laws of Bristish virgin Islands. David Tomasello is the managing director of Bluestone. Bluestone said it intends to review its investments in the Issuer on a continuing basis and may engage in discussions with the Management and the Board of Directors concerning the business, operations and future plans of the Issuer as it deems appropriate, including potential Mergers and Acquisitions. "The Reporting Person believes Spanish Broadcasting Systems shares are undervalued and should maximize shareholders value by partnering, selling part or all of the Company to a bigger, global and well managed content and distribution media company like Sony Corporation who owns the content and conduit necessary to take Mega TV, La Musica streaming app and other SBS divisions to the next level. "By selling some underperforming and capital intensive assets like Mega TV, SBS will be able to deleverage the balance sheet, grow faster by entering into fast-growing business that are language agnostic yet appeal to a broader Hispanic population. In particular, a partnership or merger with bilingual ecommerce marketplace MercadoMagico.com, of which the Reporting Person owns a controlling stake through its investment in NeoMagic Corporation. Such partnership or merger would allow Spanish Broadcasting Systems to build a powerful Hispanic online ecosystem (ecommerce and entertainment) in the Americas and Southern Europe." As indicated in the Form 10-Q filed by the Company with the SEC, as of Nov. 6, 2017 there were 4,166,991 shares of Class A common stock outstanding. Bluestone has granted Mr. Tomasello the sole power to vote or direct the vote of 604,776 shares of the Company's Class A Common Stock. A full-text copy of the regulatory filing is available at: https://is.gd/E7eSY0 About Spanish Broadcasting Based in Miami, Florida, Spanish Broadcasting System, Inc. (OTCMKTS:SBSAA) -- http://www.spanishbroadcasting.com/-- is a Spanish-language media and entertainment company with radio and/or television stations in the top U.S. Hispanic markets, including Puerto Rico. The Company's owned and operated radio stations serve markets representing approximately 35% of the U.S. Hispanic population, and its television operations serve markets representing over 3.5 million Hispanic households. The Company produces and distributes Spanish-language content, including radio programs, television shows, music and live entertainment through its radio stations and its television group, MegaTV, which produces over 70 hours of original programming per week. MegaTV broadcasts via its owned and operated stations in South Florida, Houston, and Puerto Rico and through programming and/or distribution agreements with other stations, as well as various cable and satellite providers. Crowe Horwath LLP, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the 12.5% Senior Secured Notes had a maturity date of April 15, 2017. Cash from operations or the sale of assets was not sufficient to repay the notes and other short term obligations when they became due, which resulted in significant liquidity requirements on the Company that raise substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2017, Spanish Broadcasting had $434.5 million in total assets, $563.7 million in total liabilities and a total stockholders' deficit of $129.2 million. Spanish Broadcasting reported a net loss of $16.34 million for the year ended Dec. 31, 2016, compared with a net loss of $26.95 million in 2015. * * * In May 2017, S&P Global Ratings withdrew its 'D' corporate credit rating and issue-level ratings on Spanish Broadcasting System. "We withdrew the ratings because we were unlikely to raise them from 'D', based on SBS' ongoing plans to restructure its debt," said S&P Global Ratings' credit analyst Scott Zari. S&P had downgraded SBS to 'D' on April 21, 2017, following the company's announcement that it didn't repay its $275 million 12.5% senior secured notes that were due April 15, 2017, as reported by the TCR on May 25, 2017. In April 2017, Moody's Investors Service downgraded SBS's corporate family rating to 'Ca' from 'Caa2'. SBS's 'Ca' corporate family rating reflects an elevated expected loss rate following the recently announced default under the company's 12.5% senior secured notes due April 2017. TAKATA CORP: Files Sale Plan With Tokyo Court --------------------------------------------- Takata Corporation, Takata Kyushu Corporation and Takata Service Corporation on Feb. 28, 2018, each filed a proposed rehabilitation plan with the Tokyo District Court. According to Takata's Feb. 28 statement, going forward, on the Tokyo District Court issuing orders to refer the proposed rehabilitation plans to resolutions of creditors' meetings, the proposed rehabilitation plans and voting rights forms, along with other relevant documents, will be sent to civil rehabilitation creditors who have voting rights. Matters such as the method of exercise of voting rights by civil rehabilitation creditors will be determined by the orders issued by the Tokyo District Court. As advised in the Company's Nov. 21, 2017, press release, "TAKATA CORPORATION AND KSS SIGN DEFINITIVE ASSET PURCHASE AGREEMENT," we have formulated the proposed rehabilitation plans in order to maximize repayments to civil rehabilitation creditors on the premise of transferring substantially all of Takata Group's assets and businesses to Key Safety Systems (the "Transactions"). Takata said the Transactions are expected to be consummated by mid-April this year. About Takata Corp Japan-based Takata Corporation (TYO:7312) -- http://www.takata.com/en/-- develops, manufactures and sells safety products for automobiles. The Company offers seatbelts, airbags, steering wheels, child seats and trim parts. Headquartered in Tokyo, Japan, Takata operates 56 plants in 20 countries with approximately 46,000 global employees worldwide. The Company has subsidiaries located in Japan, the United States, Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea, China and other countries. Takata Corp. filed for bankruptcy protection in Tokyo and the U.S., amid recall costs and lawsuits over its defective airbags. Takata and its Japanese subsidiaries commenced proceedings under the Civil Rehabilitation Act in Japan in the Tokyo District Court on June 25, 2017. Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S. and Mexican affiliates each filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11375) on June 25, 2017. Together with the bankruptcy filings, Takata announced it has reached a deal to sell all its global assets and operations to Key Safety Systems (KSS) for US$1.588 billion. Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese proceedings. Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are serving as counsel in the U.S. cases. PricewaterhouseCoopers is serving as financial advisor, and Lazard is serving as investment banker to Takata. Ernst & Young LLP is tax advisor. Prime Clerk is the claims and noticing agent. The Debtors Meunier Carlin & Curfman LLC, as special intellectual property counsel. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, KPMG is serving as financial advisor, Jefferies LLC is acting as lead financial advisor. UBS Investment Bank also provides financial advice to KSS. On June 28, 2017, TK Holdings, as the foreign representative of the Chapter 11 Debtors, obtained an order of the Ontario Superior Court of Justice (Commercial List) granting, among other things, a stay of proceedings against the Chapter 11 Debtors pursuant to Part IV of the Companies' Creditors Arrangement Act. The Canadian Court appointed FTI Consulting Canada Inc. as information officer. TK Holdings, as the foreign representative, is represented by McCarthy Tetrault LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Trade Creditors and a separate Official Committee of Tort Claimants. The Official Committee of Unsecured Creditors has selected Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F. Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, D.C., as its bankruptcy counsel. The Committee has also tapped Chuo Sogo Law Office PC as Japan counsel. The Official Committee of Tort Claimants selected Pachulski Stang Ziehl & Jones LLP as counsel. Gilbert LLP will evaluate of the insurance policies. Sakura Kyodo Law Offices will serve as special counsel. Roger Frankel, the legal representative for future personal injury claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and Ashby & Geddes PA to serve as co-counsel. Takata Corporation ("TKJP") and affiliates Takata Kyushu Corporation and Takata Services Corporation commenced Chapter 15 cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9, 2017, to seek U.S. recognition of the civil rehabilitation proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP, serves as Takata's counsel in the Chapter 15 cases. * * * In February 2018, the U.S. Bankruptcy Court for the District of Delaware has confirmed the Fifth Amended Chapter 11 Plan of Reorganization filed by TK Holdings, Inc. ("TKH"), Takata's main U.S. subsidiary, and certain of TKH's subsidiaries and affiliates. TO YOUR HEALTH: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: To Your Health Sprouted Bread & Flour Co., Inc. dba To Your Heatlh Sprouted Flour, Co. 1138 Highway 82 Fitzpatrick, AL 36029 Business Description: To Your Health Sprouted Bread and Flour Co., Inc., dba To Your Health Sprouted Flour Co. is a woman-owned food processor business that offers freshly milled flours from organic sprouted grains. The sprouting, drying, and milling processes are all done in-house at its 14,400 square-foot facility. The Company makes organic sprouted grain flours for baking healthy, delicious, nutrient-rich foods. The Company is exporting its products to several countries including Canada, Mexico, Australia, and the United Kingdom. https://www.healthyflour.com/ Chapter 11 Petition Date: March 1, 2018 Case No.: 18-30584 Court: United States Bankruptcy Court Middle District of Alabama (Montgomery) Judge: Hon. William R. Sawyer Debtor's Counsel: Michael A. Fritz, Sr., Esq. FRITZ LAW FIRM 25 South Court Street, Suite 200 Montgomery, AL 36104 Tel: 334-230-9790 Fax: 334-230-9789 E-mail: bankruptcy@fritzlawalabama.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Margaret "Peggy" Sutton, owner. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/almb18-30584.pdf TOYS R US: UK Unit Goes Into Administration ------------------------------------------- Toys "R" Us, Inc.'s UK arm, Toys "R" Us Limited, has gone into administration in the United Kingdom. Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88 Wood Street, London, EC2V 7QF were appointed Joint Administrators on Feb. 28, 2018. The Administrators now manage the affairs, business and property of the Company. The Administrators act as agents only and without personal liability. The Company has 105 stores with about 3,000 employees. The Administrators said they will make every effort to secure a buyer for all or part of the business. The Administrators said all stores in the UK will remain open until further notice. According to BBC, Mr. Thomas said, "Whilst this process is likely to affect many Toys R Us staff, whether some or all of the stores will close remains to be decided." "No stores have been closed by the Administrators and all sites are currently open for trading. The Administrators will manage the store trading strategy whilst also evaluating the options regarding the company's future and determining how to obtain the best possible outcome for all creditors. It remains to be decided if some or all the stores will be closed, however, while the Administrators evaluate their options, they will begin to implement an orderly wind-down of the company's store portfolio," the Company said in its Web site. Toys "R" Us said that its continues to accept and redeem Gift Cards for purchases made. Toys "R" Us has been facing a GBP15 million tax bill and the Company has been hit by poor sales. The Company also has a funding shortfall of at least GBP25 million in its pension scheme. About Toys "R" Us Toys "R" Us, Inc., is an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise is sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise is also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is a privately owned entity but still files with the Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, are not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. TRIDENT BRANDS: Delays Fiscal 2017 Form 10-K -------------------------------------------- Trident Brands Incorporated notified the Securities and Exchange Commission via a Form 12b-25 regarding the delay in the filing of its annual report on Form 10-K for the year ended Nov. 30, 2017. Trident said that the Company is unable to file, without unreasonable effort and expense, its Form 10-K Annual Report because its auditor has not completed their audit of the Form 10-K. It is anticipated that the Form 10-K, will be filed on or before the 15th calendar day following the prescribed due date of the Registrant's Form 10-K. About Trident Brands Based in Brookfield, Wisconsin, Trident Brands Incorporated, f/k/a Sandfield Ventures Corp., owns a portfolio of nutritional products and supplements under the Everlast(R) and Brain Armor(R) brands, and functional food ingredients under the Oceans Omega brand. These brands are focused on the fast growing supplements and nutritional product and heart and brain health categories, supported by an established contract manufacturing, supply chain and research and development infrastructure, and a solid and proactive management team, board of directors and advisors with many years of experience in related categories. Trident reported a net loss of $3.18 million on $168,042 of revenues for the 12 months ended Nov. 30, 2016, compared to a net loss of $3.16 million on $16,569 of revenues for the 12 months ended Nov. 30, 2015. As of Aug. 31, 2017, Trident had $7.75 million in total assets, $11.05 million in total liabilities, and a total stockholders' deficit of $3.29 million. UNSET PARTNERS: March 8 Status Conference Hearing on Sale Terms --------------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts will hold a status conference on March 8, 2018 at 10:00 a.m. to address the deficiencies in the proposed sale order submitted with respect to the sealed bid auction conducted by the Court on Feb. 15, 2018 as it lacks essential terms and conditions relative to the sale by Lynne Riley, the duly appointed Chapter 11 trustee of Sunset Partners, Inc., and Chapter 7 trustee of Bema Restaurant Corp., of the Debtor's right, title and interest in assets of the estate to Brown Ribbon Entertainment, LLC for $1.5 million. The Trustee proposes to sell the Assets free and clear of liens, claims, and interests. The Assets consist of (i) all Kinds Common Victualler Alcohol License (LN-2017-0337) and Common Victualler License (LN-2017-0238) issued by the Town of Brookline, Massachusetts ; (2) all of the Debtors' right, title and interest in the furniture, fixtures, equipment, inventory, and goodwill; (3) the non-exclusive right to use the trademarks, intellectual property and trade names of the Sunset Cantina restaurant; and (4) all of the Debtors' right to occupy the premises at 916 Commonwealth Avenue, Brookline, MA, pursuant to new leases to be negotiated with the premises landlord. About Sunset Partners Sunset Partners, Inc., is a Massachusetts corporation that owns and operates two Boston area restaurants: the Sunset Grill & Tap located at 130 Brighton Avenue, Allston, MA; and, the Sunset Cantina located at 916 Commonwealth Avenue, Brookline, MA. Affiliate Bema Restaurant Corporation, d/b/a Patron's, is a Massachusetts corporation that owns and operates a Boston area restaurant called Patrons, which is located at 138 Brighton Avenue, Allston, Massachusetts. Sunset Partners filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-12178) on June 7, 2017, disclosing $1.05 million in total assets and $5.67 million in total liabilities. Bema Restaurant Corporation filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-12434) on June 29, 2017, disclosing $1.12 million in assets and $4.45 million in liabilities. The cases are jointly administered and assigned to Judge Joan N. Feeney. David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, served as bankruptcy counsel to the Debtors. Verdolino & Lowey, P.C., served as the Debtors' accountant. On Sept. 25, 2017, Lynee F. Riley was appointed as the Chapter 11 trustee to the Debtors. The Trustee retained Casner & Edwards LLP as counsel. VALLEY VIEW: Ex-Judge Peck, Now at MoFo, Comments on Clawback Case ------------------------------------------------------------------ On Feb. 27, 2018, the U.S. Supreme Court handed down its decision in an important bankruptcy case, Merit Management Group, LP v. FTI Consulting, Inc. The case addressed whether the safe harbor of the Bankruptcy Code prohibits avoidance of a transfer made by or to a financial institution, without regard to whether the institution has a beneficial interest in the property transferred. Available for comment is Hon. James M. Peck, global co-chair of Morrison & Foerster's Business Restructuring + Insolvency Group. Judge Peck is a former U.S. bankruptcy judge who presided over the historic Lehman Brothers chapter 11 case, and is based in the firm's New York office. Judge Peck provides the following takeaways on the High Court's ruling in Merit: This is an important clarifying decision that advances the aims of equitable distribution in bankruptcy cases and eliminates a much criticized defense to avoidance actions, especially in the setting of failed LBOs. The mere fact that funds flowed through financial institutions should not immunize the right to recover from the party that received the ultimate financial benefit of the transaction. Despite the fact that the decision is unanimous, the result is not obvious and not expected from reading the literal words on the page that speak to transfers made by, to or for the benefit of financial institutions. The Supreme Court has collapsed multiple transactions involving financial intermediaries into a single transaction that disregards the intermediate steps -- this is a judicial override of statutory language in the interest of setting sound bankruptcy policy. Notably this policy clarification is occurring in the Supreme Court and not in Congress. Judge Peck served as a U.S. Bankruptcy Judge for the Southern District of New York from 2006 to 2014 and presided over the chapter 11 and SIPA cases of Lehman Brothers and its affiliates, constituting the largest bankruptcy filing in U.S. history. Other notable matters over which Judge Peck presided include the chapter 11 cases of Iridium, Quebecor, Charter Communications, Extended Stay Hotels, and ION Media and the chapter 15 case of Japan Airlines. Judge Peck also brokered settlements in a number of high-profile cases including American Airlines, Syms/Filenes, MF Global, General Motors, Residential Capital, and Excel Maritime. Merit Management v. FTI Consulting According to www.scotusblog.com, the case was affirmed and remanded by the U.S. Supreme Court, 9-0, in an opinion by Justice Sotomayor on Feb. 27, 2018. The Bankruptcy Code allows trustees to set aside and recover certain transfers for the benefit of the bankruptcy estate, including certain fraudulent transfers "of an interest of the debtor in property"; the Bankruptcy Code also sets out a number of limits on the exercise of these avoiding powers, including the Section 546(e) safe harbor - which, inter alia, provides that a "trustee may not avoid a transfer that is a ... settlement payment ... made by or to (or for the benefit of) a ... financial institution .. or that is a transfer made by or to (or for the benefit of) a ... financial institution ... in connection with a securities contract." In the Chapter 11 bankruptcy filed by Valley View Downs and its parent company, the only relevant transfer for purposes of the Section 546(e) safe harbor is the transfer that the trustee, FTI Consulting Inc., seeks to avoid, i.e., the transfer from Valley View to Merit Management Group for the sale of Bedford Downs Management's stock. About Centaur and Valley View Downs Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana, LLC -- http://www.centaurgaming.net/-- was involved in the development and operation of entertainment venues focused on horse racing and gaming. The Company and its affiliates filed for Chapter 11 bankruptcy protection on March 6, 2010 (Bankr. D. Del. Case No. 10-10799). Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, assisted the Company in its restructuring effort. The Company disclosed assets of $584 million and debt of $681 million as of the Petition Date. Affiliates Centaur PA Land LP and Valley View Downs LP sought protection on October 28, 2009 (Bankr. D. Del., Case No. 09-13761), also represented by Fox Rothschild. Centaur PA Land LP and Valley View Downs filed for bankruptcy to keep alive a project to develop a racetrack in Pennsylvania. The filings were made following the failure to make payments due that month on a $382.5 million first-lien debt and a $192 million second-lien credit. All the companies are subsidiaries of closely held Centaur Inc. Centaur LLC was authorized in August 2010 to sell the Fortune Valley Hotel & Casino 40 miles west of Denver to Luna Gaming Central City LLC for $7.5 million cash, plus a $2.5 million note. The Debtor obtained approval of its reorganization plan at a Feb. 18, 2011 confirmation hearing. The Plan would slash the casino operator's debt by two-thirds to $260 million. The Plan, as revised, is based on a settlement reached by the Debtors with the Official Committee of Unsecured Creditors, the settlement was entered among the Debtors, the Official Committee of Unsecured Creditors, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent for lenders that provided first lien revolving credit and term loans prepetition. Under the Plan, second-lien lenders are to split $3.4 million in notes that pay in kind. Unsecured creditors of Valley View Downs now will receive the lesser of 50% paid in cash or a share of $1.5 million cash. Other general unsecured creditors also will have the lesser of half payment or sharing $650,000 in cash. FTI Consulting, Inc., serves as Trustee to the Centaur LLC Litigation Trust. VALLEY VIEW: Kleinberg Attorneys Comment on Clawback Case --------------------------------------------------------- The Supreme Court on Feb. 27, 2018, unanimously affirmed an appellate court ruling interpreting the Bankruptcy Code Safe Harbor provision for clawbacks, a decision that was closely anticipated by participants in financial transactions involving a settlement payment or a transfer made in connection with a securities contract. The decision, in Merit Management Group LP v. FTI Consulting, Inc., was the first Supreme Court test of the increasingly important Safe Harbor. Available for comment on the ruling are attorneys from Kleinberg Kaplan, who have followed the Merit case, including earlier iterations of it in circuit courts. As the Kleinberg Kaplan attorneys explain in the alert written before the oral arguments below, Safe Harbor has become increasingly important to clawback action defendants, providing defenses where none might otherwise exist and facilitating the dismissal of cases before trial. It generally precludes trustees (and others representing the bankruptcy estate) from bringing actions alleging preferences or constructive fraudulent transfers based on federal bankruptcy law. In Merit, the district court granted defendants' motion to dismiss, holding the Safe Harbor applicable because the escrow agent, a bank, was a financial institution, and that the payment that the trustee sought to avoid had been made by the escrow agent to the defendants. The Court of Appeals for the Seventh Circuit, however, reversed that ruling, reasoning that the escrow agent was a mere conduit, and that the relevant entities for the purpose of Safe Harbor are the original payor and the ultimate payee, neither of which was a Financial Institution. Several circuit court decisions held differing opinions on what satisfies the Safe Harbor decision. A case currently before the United States Supreme Court could significantly restrict the scope of an important defense to clawback actions, limiting its usefulness for entities that are not major financial institutions or large funds. Based on recent oral argument, the Bankruptcy Code safe harbor for clawbacks may be given a narrow interpretation, leaving it available for most practical purposes only to banks, large funds, and other large financial institutions. The case, Merit Management Group LP v. FTI Consulting, Inc., constitutes the first Supreme Court test of the increasingly important Safe Harbor. While the direction of oral argument is not a definitive guide to the Court's ultimate ruling, the oral argument on the case suggests that the Court will not adopt the current majority rule that Safe Harbor protections can be triggered even when the only involvement of a financial institution in the transaction is that it forwards funds to the ultimate beneficiary. The Safe Harbor The Safe Harbor has become increasingly important to clawback action defendants, providing defenses where none might otherwise exist and facilitating the dismissal of cases before trial. It generally precludes trustees (and others representing the bankruptcy estate) from bringing actions alleging preferences or constructive fraudulent transfers based on federal bankruptcy law. From a plaintiff's perspective, constructive fraudulent transfer actions, which generally require the plaintiff to prove only that the transfer was made for less than reasonably equivalent value while the transferor was insolvent, are easier to establish than are actual intent actions. The Safe Harbor also generally precludes trustees (and others representing the bankruptcy estate) from bringing fraudulent conveyance actions based on state law, which often provides a reach-back period that is significantly longer than the two year reach-back period established under the Bankruptcy Code. For the Safe Harbor to be applicable, the transaction must be of a type specified in the statute, and be "by or to or for the benefit of" one of several designated entities, such as brokers and Financial Institutions (a defined term in the Bankruptcy Code). The Merit issue Merit involves efforts by the bankruptcy trustee to avoid as a fraudulent conveyance payments made to the debtor's shareholders from the proceeds of a sale of real estate. The proceeds had been escrowed following the sale and were paid to the shareholders by the escrow agent (a bank) following an indemnity holdback period. The defendants asserted the Safe Harbor as a defense. There was no dispute that the transfers were either "settlement payments" or "payments made in connection with securities contracts," two of the relevant types of transactions, so the only Safe Harbor issue presented concerned the role of the Financial Institution in the transaction. The district court granted defendants' motion to dismiss, holding the Safe Harbor applicable because the escrow agent, a bank, was a Financial Institution, and that the payment that the trustee sought to avoid had been made by the escrow agent to the defendants. The Court of Appeals for the Seventh Circuit reversed, reasoning that the escrow agent was a mere conduit, and that the relevant entities for the purpose of Safe Harbor are the original payor and the ultimate payee, neither of which was a Financial Institution. Several circuits, including the Second Circuit, have held that the predicates of the Safe Harbor are satisfied if one of the entities in a multi-step transaction is one of the statutorily designated entities, even if that entity is a conduit with no economic stake in the transaction. The Supreme Court took Merit, likely in light of the circuit split. Oral argument was held in November. Potential effect on other cases A decision that affirms the Seventh Circuit ruling could have significant effects on other cases. At a minimum it would significantly cut back the number of clawback defendants that could make use of the Safe Harbor. For example, in In re Tribune Company Fraudulent Conveyance Litigation, the Second Circuit ruled that the Safe Harbor applies to shield tens of thousands of defendants from fraudulent conveyance liability, based in part on the existing Second Circuit precedent regarding the conduit issue. The Supreme Court has held in abeyance the certiorari petition filed by the Tribune plaintiffs, presumably awaiting the disposition of Merit. Under the Seventh Circuit rule, the Tribune case might be remanded for separate determinations for each defendant regarding whether it is an eligible entity under the Safe Harbor. Defendants that are banks or large funds could still come within the Safe Harbor protections, but other defendants might have to defend the case on the merits. Conversely, a reversal of the Seventh Circuit ruling could keep the Safe Harbor available to a broad range of participants in securities-related transactions. And another possible result, which was suggested during oral argument, would be a ruling that turns on certain case-specific facts and that leaves unresolved the circuit split. More broadly, the past decade has seen a series of appellate court decisions endorsing an increasingly broad interpretation of the Safe Harbor. Depending on the scope and breadth of the Supreme Court's decision, many of those decisions may have to be revisited. Kleinberg Kaplan represents certain defendants in the Tribune adversary proceedings. Merit Management v. FTI Consulting According to www.scotusblog.com, the case was affirmed and remanded by the U.S. Supreme Court, 9-0, in an opinion by Justice Sotomayor on Feb. 27, 2018. The Bankruptcy Code allows trustees to set aside and recover certain transfers for the benefit of the bankruptcy estate, including certain fraudulent transfers "of an interest of the debtor in property"; the Bankruptcy Code also sets out a number of limits on the exercise of these avoiding powers, including the Section 546(e) safe harbor - which, inter alia, provides that a "trustee may not avoid a transfer that is a ... settlement payment ... made by or to (or for the benefit of) a ... financial institution .. or that is a transfer made by or to (or for the benefit of) a ... financial institution ... in connection with a securities contract." In the Chapter 11 bankruptcy filed by Valley View Downs and its parent company, the only relevant transfer for purposes of the Section 546(e) safe harbor is the transfer that the trustee, FTI Consulting Inc., seeks to avoid, i.e., the transfer from Valley View to Merit Management Group for the sale of Bedford Downs Management's stock. About Centaur and Valley View Downs Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana, LLC -- http://www.centaurgaming.net/-- was involved in the development and operation of entertainment venues focused on horse racing and gaming. The Company and its affiliates filed for Chapter 11 bankruptcy protection on March 6, 2010 (Bankr. D. Del. Case No. 10-10799). Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, assisted the Company in its restructuring effort. The Company disclosed assets of $584 million and debt of $681 million as of the Petition Date. Affiliates Centaur PA Land LP and Valley View Downs LP sought protection on October 28, 2009 (Bankr. D. Del., Case No. 09-13761), also represented by Fox Rothschild. Centaur PA Land LP and Valley View Downs filed for bankruptcy to keep alive a project to develop a racetrack in Pennsylvania. The filings were made following the failure to make payments due that month on a $382.5 million first-lien debt and a $192 million second-lien credit. All the companies are subsidiaries of closely held Centaur Inc. Centaur LLC was authorized in August 2010 to sell the Fortune Valley Hotel & Casino 40 miles west of Denver to Luna Gaming Central City LLC for $7.5 million cash, plus a $2.5 million note. The Debtor obtained approval of its reorganization plan at a Feb. 18, 2011 confirmation hearing. The Plan would slash the casino operator's debt by two-thirds to $260 million. The Plan, as revised, is based on a settlement reached by the Debtors with the Official Committee of Unsecured Creditors, the settlement was entered among the Debtors, the Official Committee of Unsecured Creditors, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent for lenders that provided first lien revolving credit and term loans prepetition. Under the Plan, second-lien lenders are to split $3.4 million in notes that pay in kind. Unsecured creditors of Valley View Downs now will receive the lesser of 50% paid in cash or a share of $1.5 million cash. Other general unsecured creditors also will have the lesser of half payment or sharing $650,000 in cash. FTI Consulting, Inc., serves as Trustee to the Centaur LLC Litigation Trust. W&T OFFSHORE: Swings to $79.7 Million Net Income in 2017 -------------------------------------------------------- W&T Offshore, Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K reporting net income of $79.68 million on $487.09 million of revenues for the year ended Dec. 31, 2017, compared to a net loss of $249.02 million on $399.98 million of revenues for the year ended Dec. 31, 2016. For the three months ended Dec. 31, 2017, the Company reported net income of $23.36 million on $129.09 million of revenues compared to net income of $16.48 million on $115.21 million of revenues for the same period during the prior year. As of Dec. 31, 2017, W&T Offshore had $907.58 million in total assets, $1.48 billion in total liabilities and a total shareholders' deficit of $573.50 million. The Company also reported its year-end 2017 proved reserves with a 100% reserve replacement rate and provided its 2018 capital expenditure program, and first quarter and full year 2018 production and expense guidance. Some of the key highlights for the fourth quarter and full year 2017 included: * The Company's year-end 2017 SEC proved reserves were 74.2 million barrels of oil equivalent, thus, the Company replaced just over 100% of its production for the year. * Production for the fourth quarter of 2017 averaged 37,526 barrels of oil equivalent ("Boe") per day (or 3.5 million Boe for the quarter), 58% of which was oil and natural gas liquids ("NGLs"), compared to 40,254 Boe per day in the fourth quarter of 2016. Fourth quarter production was impacted by well maintenance, weather, pipeline outages, and platform maintenance that collectively resulted in deferred production of almost 6,100 Boe per day. * Revenues were $129.1 million, up $13.9 million, or 12.1% compared to the fourth quarter of 2016. Oil and NGLs sales made up 78% of revenues in the fourth quarter of 2017 compared to 72% in the fourth quarter of 2016. * Operating income was $33.2 million, an increase of 55.6% over the fourth quarter of 2016. * Net income was $23.4 million or $0.16 per share. Excluding special items, the Company's adjusted net income for the fourth quarter of 2017 was $24.2 million, representing a $16.5 million increase over the fourth quarter of 2016. Excluding special items, its earnings were $0.17 per share which represents an increase of $0.11 per share over the fourth quarter of 2016. * For the year 2017 cash flow from operating activities was $159.4 million which represents an increase of $145.2 million over the year 2016. * Adjusted EBITDA for the fourth quarter of 2017 was $72.9 million, up $3.3 million compared to the fourth quarter of 2016. Adjusted EBITDA for the full year of 2017 was $268.4 million, up $89.3 million over the full year 2016. The Company's Adjusted EBITDA margin was 55% for the year of 2017, up from 45% in 2016. Tracy W. Krohn, W&T Offshore's Chairman and Chief Executive Officer, stated, "Our successful drilling program, combined with the effective development and excellent performance of some of our major fields, allowed us to replace just over 100% of our production on capital expenditures of only $130 million for the year, which we funded with cash on hand and cash flow from operations, i.e., within cash flow. Production was down about 5% compared to 2016, primarily due to pipeline and platform outages along with tropical storm downtime. "One of our objectives over the last few years following the industry downturn has been to build our cash position while maintaining steady production and proved reserve levels. In 2017, we successfully met those goals while increasing our cash balance by $28.8 million to $99.1 million. We expect to see further improvement in our 2018 cash flow as well as increases in our cash balances as our unhedged production benefits from higher oil prices and our 2018 capital plan remains a modest $130 million. "Additionally, we expect to receive $65.1 million of tax refunds in 2018, although a portion of it could occur later, related to plugging and abandonment activities that allow us to capture net operating loss carrybacks. By ending 2017 with a strong cash balance and building cash throughout 2018, we expect to be in a good position to be able to either fund our upcoming 2019 debt maturities during 2018 or refinance, or a combination of both, as appropriate. "Our capital expenditure program for 2018 is composed of select lower-risk, high-return, oil-focused projects combined with higher risk, higher return oil focused wells that, assuming success, would be placed on production fairly quickly. Our inventory of high quality exploration drilling and field extension projects in the Gulf of Mexico is based on advanced seismic and processing which provide further insight into some of our key fields. "To provide additional financial flexibility, as we have previously reported, throughout 2017 and now into 2018 we have been working to establish a drilling joint venture with private investors. We are in the final stages of establishing such a drilling joint venture that will allow us to drill and exploit assets on a promoted basis and with reduced capital outlay. We have completed negotiations with an initial group of investors but are subject to funding at an initial closing expected to occur by mid-March. More investors may join the joint venture before or after the initial closing. "It's important to note that establishing an investment vehicle with outside parties that will allow us to drill our wells on a promoted basis, will enable our 2018 capital spending requirements, as outlined in this press release, to be much lower. Once all conditions to the initial closing of this joint venture are met we will announce final terms and revise our 2018 capital budget. Additionally, this joint venture could position us in the future to participate in high quality prospects that we may not otherwise be able to participate in," concluded Mr. Krohn. It is expected that entities owned and controlled by Tracy W. Krohn, chairman and chief executive officer of the Company, and his family will invest on the same terms as are negotiated with unaffiliated investors to acquire an approximate 4% interest in the drilling joint venture. Production for the fourth quarter of 2017 was 3.5 million Boe compared to the fourth quarter 2016 of 3.7 million Boe. Fourth quarter 2017 production was comprised of 1.6 million barrels of oil, 0.4 million barrels of NGLs and 8.7 billion cubic feet ("Bcf") of natural gas. Oil and NGLs production comprised 58% of total production in the fourth quarter of 2017 compared to 55% of total production in the fourth quarter of 2016. Production for the fourth quarter of 2017 was primarily impacted by well maintenance, weather, pipeline outages, and platform maintenance that collectively resulted in deferred production of almost 6,100 Boe per day. For the full year 2017, production was 14.6 million Boe, compared to 15.4 million Boe in 2016. Total 2017 production was comprised of 7.1 million barrels of oil, 1.4 million barrels of NGLs and 36.8 Bcf of natural gas. For the full year, production was impacted by well maintenance, weather, pipeline outages, and platform maintenance that collectively resulted in deferred production of over 4,600 Boe per day. The Mahogany, Ewing Bank 910, and Virgo fields delivered the largest production increases for the year 2017 compared to the 2016 period because of our successful drilling, completion, recompletion and workover programs. For the fourth quarter of 2017 the Company realized crude oil sales price was $55.83 per barrel, the Company's realized NGL sales price was $27.55 per barrel and the Company realized natural gas sales price was $2.95 per Mcf. The combined average realized sales price was $36.79 per Boe compared to $30.83 per Boe in the fourth quarter of 2016. For the full year of 2017 the Company's realized sales price for crude oil was $48.13 per barrel (representing an increase of 28.9% over 2016), its NGL realized sales price was $23.35 per barrel (representing an increase of 36.2% over 2016) and its realized sales price for natural gas was $2.96 per Mcf (representing an increase of 17.0% over 2016). The Company's combined realized sales price was $33.02 per Boe compared to $25.76 per Boe for the full year 2016, representing an increase of 28.2%. During the last two months of 2017 the Company's crude oil price differentials became positive as the Brent/WTI differentials widened and the light/heavy crude differentials narrowed. The Company believes this is primarily attributable to the turmoil in Venezuela that has led to reduced imports of sour and heavy crude oil into the United States. Revenues for the fourth quarter of 2017 increased 12.1% to $129.1 million compared to $115.2 million in the fourth quarter of 2016. The increase in revenues was due to a 19.3% increase in its realized commodity price, offset by production volumes that were adversely impacted by 6,100 Boe per day of deferred production as previously mentioned. The Company sold 37,526 Boe per day at an average realized sales price of $36.79 per Boe compared to 40,254 Boe per day as compared to an average realized sales price of $30.83 per Boe in the fourth quarter of 2016. For the year 2017, revenues were $487.1 million, up 22% or $87.1 million over the 2016 period. Revenues were up $100.8 million due to higher prices, partially offset by lower production volumes. Lease operating expense, which includes base lease operating expenses, insurance premiums, workovers and facilities maintenance, was $36.9 million in the fourth quarter of 2017 compared to $33.8 million in the fourth quarter of 2016. On a component basis, base lease operating expenses were $30.4 million, insurance premiums were $2.6 million, workovers were $0.3 million and facilities maintenance was $3.6 million. Base LOE was up $2.2 million over the fourth quarter of 2016 with higher incentive compensation accruals due to significantly better financial performance and due to increased activities at three of its fields. Insurance premiums were up $0.6 million while workover expenses decreased $1.9 million due to the 2016 period reflecting higher activity. Facilities maintenance increased $1.0 million due to increased activity at several fields but primarily associated with work at Matterhorn. Finally, the 2016 period reflected a portion of an insurance reimbursement related to settlement of a Hurricane Ike claim. For the year 2017, LOE was $143.7 million which was $8.7 million below the 2016 period due to lower base LOE and lower insurance premiums. Base LOE was lower by $10.5 million on a decrease in the cost of goods and services resulting from structural operational changes, reduced vendor pricing in the Gulf of Mexico and higher production handling fees (cost offsets) at certain fields. Depreciation, depletion, amortization and accretion, including accretion for asset retirement obligations, was $11.25 per Boe for the fourth quarter of 2017 compared to $10.50 per Boe for the fourth quarter of 2016. On a nominal basis, DD&A was $38.8 million for the fourth quarter of 2017 which was flat with the fourth quarter of 2016. For the year 2017, DD&A on a nominal basis was $155.7 million which is down $55.9 million from the 2016 period primarily because of the ceiling test write-downs of $279.1 million in the 2016 period which lowered the full cost pool subject to depletion. General and administrative expenses was $14.4 million for the fourth quarter of 2017 and flat with the fourth quarter of 2016. Decreases in medical claims and lower legal costs were entirely offset by higher professional services associated with reservoir engineering and higher surety bond premiums. G&A for the full year 2017 was also flat compared to the full year of 2016. Fourth quarter of 2017 reflects a loss of $0.6 million associated with crude oil derivative contracts compared to a loss of less than $0.1 million in the fourth quarter of 2016. For the year 2017, the Company realized a gain of $4.2 million compared to a loss of $2.9 million in the 2016 period. Interest expense was $11.6 million in the fourth quarter of 2017, flat with the fourth quarter of 2016. For the year 2017, interest expense was $45.8 million which represents a decrease of $46.4 million from the 2016 period due to the Exchange Transaction that was completed on Sept. 7, 2016, when we exchanged $710.2 million of our Unsecured Senior Notes for $301.8 million of new secured notes and 60.4 million shares of common stock, and at the same time, closed on a $75.0 million, 1.5 Lien Term Loan. Interest expense was also lower because we had no borrowings on the $150 million revolving bank credit facility during 2017 compared to borrowings averaging approximately $150.0 million from the beginning of January 2016 until we closed on the Exchange Transaction. The Company recorded an income tax benefit of $1.5 million in the fourth quarter of 2017 on pre-tax income of $21.9 million compared to income tax expense of $1.0 million on pre-tax income of $17.5 million in the fourth quarter of 2016. Its annualized effective tax rate for both periods was not meaningful. The income tax benefit in the 2017 period relates to NOL carryback claims made pursuant to IRC Section 172(f) (related to rules for "specified liability losses"-, which permit certain platform dismantlement, well abandonment and site clearance costs to be carried back 10 years. The full year 2017 reflects a tax benefit of $12.6 million on pre-tax income of $67.1 million. The benefit for 2017 reflects an estimated tax refund of $13.0 million that we expect to receive sometime in the second or third quarter of 2018 that relates to its specified liability loss carryback for plugging and abandonment expenditures made in 2017. As of Dec. 31, 2017, the balance sheet reflects current income tax receivables of $13.0 million and non-current income tax receivables of $52.1 million. The non-current income tax receivable relates to the Company's NOL claims for the years 2012, 2013 and 2014 that were carried back to prior years. These various carryback claims are made pursuant to IRC Section 172(f). Tax Cuts and Jobs Act of 2017 modified certain U.S. Federal income tax provisions available to corporations. Along with lowering the corporate income tax rate, the TCJA changed certain income tax rules and deductions including cost recovery, limits on the deductions of interest expense, the elimination of the deduction from domestic production activities and utilization of net operating losses. Under the TCJA effective in 2018, the rules related to specified liability losses have been eliminated and additional claims will not be allowed in 2018 and forward. The TCJA does not affect the NOL carryback claims that the Company previously filed nor does the TCJA affect the review process for such claims. As a result of TCJA, the Company's net deferred tax assets and associated valuation allowance were provisionally adjusted downwards by $105.9 million as of Dec. 31, 2017. No other changes were needed to either the income statement or balance sheet as a result of the TCJA. The Company reported net income for the fourth quarter of 2017 of $23.4 million or $0.16 per common share. Excluding special items, its adjusted net income was $24.2 million and its earnings were $0.17 per share. For the fourth quarter of 2016 the Company reported net income of $16.5 million, or $0.12 per common share; excluding special items, adjusted net income for the fourth quarter of 2016 would have been $7.7 million, or $0.06 per share. Net cash provided by operating activities for the year 2017 was $159.4 million which represents an increase of $145.2 million over the year 2016. Cash flows from operating activities, (before changes in working capital, insurance reimbursements, escrow deposits and ARO settlements), were $235.6 million in 2017 compared to $103.1 million in 2016. The increase in cash flows in 2017 was primarily due to higher realized prices for all its commodities -- crude oil, NGLs and natural gas, lower operating expenses and lower interest payments, primarily offset by deferred production volumes. The Company's combined average realized sales price per Boe increased 28.2%, which increased revenues by $100.8 million. However, production volumes decreased on a Boe basis by 5.2%, which lowered revenues by $15.4 million. Operating expenses decreased by $11.3 million and interest expense decreased $46.4 million. Interest payments related to the debt that was part of the Exchange Transaction are reported as a part of "cash flows from financing activities". Other items affecting operating cash flows for 2017 were ARO settlements of $72.4 million and an escrow deposit of $49.5 million to secure the appeal of the Apache lawsuit, partially offset by insurance reimbursements of $31.7 million. Adjusted EBITDA for the fourth quarter of 2017 was $72.9 million and the Company's Adjusted EBITDA margin was 56%. Adjusted EBITDA for the year 2017 was $268.4 million, up from $179.1 million in the 2016 period. Its Adjusted EBITDA margin was 55% for the year 2017 compared to 45% for the 2016 period. At Dec. 31, 2017, the Company's total liquidity was $248.8 million, consisting of an unrestricted cash balance of $99.1 million and $149.7 million of availability under its $150 million revolving bank credit facility. The Company's capital expenditures for oil and gas properties on an accrual basis for the year 2017 were $130.0 million compared to $48.6 million for the 2016 period ($106.2 million in the 2017 period on a cash basis compared to $83.8 million for the 2016 period). In 2017 about 44% of the Company's capital expenditures were dedicated to four drill wells at its Mahogany field while the remainder was dedicated to new exploration wells at Ship Shoal 300, Main Pass 286, and an unsuccessful well at South Timbalier 224. The Company also performed recompletions at Main Pass 69, High Island 22, Main Pass 108 and a number of other fields. The remaining expenditures were associated with development activities and seismic. Currently, the Company has established a 2018 capital program of $130.0 million that includes 12 wells to be drilled (four of which were started in 2017, one of which has been abandoned as a dry hole), of which seven are deepwater wells and five are shelf wells. Six of the deepwater wells and four of the shelf wells are exploratory. The budget also includes 12 recompletes that are expected to cost approximately $7.5 million. Approximately $35 million of the budget is related to projects that commenced in 2017 with the remainder dedicated to new projects in 2018. Additionally, the Company estimates it will spend approximately $24 million on plugging and abandonment activities in 2018. The Company expects that this budget may result in a slight decrease in its 2018 production compared to 2017. The Company's estimates of production for 2018 are a function of the timing of the expenditures and the success of the wells and its other work programs. The Company's estimates do not yet reflect the full impact of its proposed drilling joint venture. Nor do these estimates reflect what the Company believes are viable acquisition opportunities that can increase both production and reserves. The Company continues to evaluate these opportunities and are confident that it can execute on them as they arise. Projects included in the 2018 capital spending plan that are already under way include the completion of Ship Shoal 349 (Mahogany) A-17, a well that has found two new objectives in two new sands; development of the Main Pass 286 #1, a successful 2017 exploration well; and Viosca Knoll 823 (Virgo) A-10 ST, a deepwater development well that is up-dip to known pay. New projects in the Company's 2018 capital program include two more wells at the Mahogany field, the SS 349 A-5 ST2, a low-cost side track well targeting the "P" sand; and the SS 359 A-20, an exploration/exploitation well. Two wells are also planned at Ewing Bank 910 field, the ST 311 A-2 and A-3 wells, both of which are low-risk, high-return exploration opportunities with multiple stacked pay sands. If successful, all of these wells can be brought on line quickly via existing infrastructure and pipelines. Additionally, the Company expects the recompletions that are planned will provide low-cost production additions. Virtually all of these projects meet the Company's objectives of having a very high probability of success, expected high rates of return and short-term payout, and the ability to boost production levels in 2018 or early 2019. OPERATIONS UPDATE Ship Shoal 349 "Mahogany" (100% WI, operated, shelf): The Company recently completed the drilling of the A-17 well that found a previously undiscovered deeper sand (V-Sand) and extended the known limits of one of the field pay sands seen in earlier wells, resulting in proved reserve additions with significant upside. The A-17 well will initially be completed in the newly discovered sands with production expected to commence late in the first quarter. Following the A-17 well, the Company will begin drilling the A-5 ST well targeting the 'Q' and 'P' sands that were logged and evaluated in the A-18 well drilled in 2017. Workover and recompletion opportunities continue to exist at Mahogany and will be done as time and operating conditions permit. Mahogany production averaged over 6,900 Boe per day net to its interest in 2017. Viosca Knoll 823 "Virgo": The Company recently mobilized a rig to its Virgo Platform to commence what it anticipates will be a multi-well deepwater drilling program. The Company's first well in the program, the A-10 ST well, targeted an up-dip attic position nearby to a logged well in some of the deep main field pays. The well recently reached total depth of 16,770 feet and logged a significant hydrocarbon column in its target objective. The Company is now moving into completion mode and will likely have the well on line during early second quarter. Following the completion of the A-10 ST, the Company expects to begin drilling the second well in its drilling program at Virgo. One attractive feature of this drilling program is its ability to achieve early cash flow from the wells due to the presence of infrastructure and our Virgo production platform. W&T Offshore, Inc. is the operator with an 80% working interest in the A-10 ST well. The co-owner is EnVen Energy Ventures, LLC, a wholly owned subsidiary of EnVen Energy Corporation, with 20% working interest. Ewing Bank 910 (36% - 50% WI, operated, deepwater): Two wells are planned in the Company's Ewing Bank 910 field, which are the South Timbalier 311 A-2 and A-3 wells. The Company anticipates beginning rig mobilization in the first quarter of 2018 with a likely spud date sometime in the second quarter of 2018. The Company believes both of these wells are low-risk exploration opportunities with multiple stacked pay sands. Assuming success, these wells can be brought on line quickly via existing infrastructure and pipelines. Main Pass 286 (100% WI, operated, shelf): This well was drilled late in the fourth quarter of 2017 resulting in a new field discovery. The Company is evaluating its optimal development scenarios, which will likely include bringing the production back to a platform at MP 283 which is a nearby W&T owned facility. The Company expects to proceed with development later this year. Although dependent upon final project sanction and its development solution, the Company is expecting this discovery to achieve first production sometime during early 2019. Well Recompletions and Workovers: During 2017, the Company performed 16 recompletions that added approximately 4,440 Boe per day of initial production and 11 workovers that added approximately 6,600 Boe per day of initial production. For 2018 the Company anticipates performing 12 recompletions for a cost of around $7.5 million that will lead to additional production. Year-End 2017 Proved Reserves The Company's year-end 2017 SEC proved reserves were 74.2 million Boe, or 445.3 Bcfe, with 57% comprised of liquids (46% crude oil and 11% NGLs) and 43% natural gas. The Company achieved a reserve replacement rate in excess of 100% for calendar year 2017. At year end, approximately 74% of its 2017 proved reserves were classified as proved developed producing, 10% as proved developed non-producing and 16% as proved undeveloped. This represents an increase 15.2% in its proved developed reserves over 2016. Total production in 2017 of approximately 14.6 million Boe was more than offset by upward revisions to previous reserve estimates due to successful well performance in several key fields, as well as new extensions and discoveries. The Company also had favorable revisions due to an increase of $8.59 per barrel in crude prices and an increase of $0.50 per Mcf in natural gas prices. Total proved reserves at year-end 2016 were 74.0 million Boe, 55% of which were comprised of crude oil and NGLs. The present value of the Company's reported SEC proved reserves, discounted at 10% ("PV-10"), at such date was $992.9 million, up 32% from $754.9 million at the end of 2016. The standardized measure of future net cash flows of its SEC proved reserves was $740.6 million at Dec. 31, 2017. The 2017 SEC PV-10 is based on an average crude oil price of $51.34 per barrel and average natural gas price of $2.98 per Mcf, both after adjustment for quality, transportation, fees, energy content, and regional price differentials. For purposes of calculating the SEC PV-10 for 2016, the average crude oil price was $42.75 per barrel and the average natural gas price was $2.48 per Mcf. A full-text copy of the Form 10-K is available for free at: https://is.gd/ni7paE About W&T Offshore W&T Offshore, Inc. -- http://www.wtoffshore.com/-- is an independent oil and natural gas producer with operations offshore in the Gulf of Mexico and has grown through acquisitions, exploration and development. The Company currently has working interests in 49 producing fields in federal and state waters and has under lease approximately 700,000 gross acres, including approximately 470,000 gross acres on the Gulf of Mexico Shelf and approximately 230,000 gross acres in the deepwater. A majority of the Company's daily production is derived from wells it operates. * * * As reported by the TCR on April 14, 2017, S&P Global Ratings affirmed its 'CCC' corporate credit rating on U.S.-based oil and gas exploration and production (E&P) company W&T Offshore Inc. The rating outlook is negative. "The affirmations follow our review of W&T's capital structure and credit profile in light of challenging conditions in the offshore E&P industry," said S&P Global Ratings credit analyst Kevin Kwok. WHOLE ENERGY: Case Summary & 11 Unsecured Creditors --------------------------------------------------- Debtor: Whole Energy Fuels Corporation 2905 Newmarket ST, STE 101-204 Arlington, WA 98223 Business Description: Whole Energy Fuels Corporation, headquartered in Arlington, Washington, provides support services to biofuel producers and is a biofuel distributor. Whole Energy supports various feedstock and biodiesel production efforts in British of Columbia, Washington, Oregon and California and has supported several projects in its region. http://www.whole-energy.com/ Chapter 11 Petition Date: March 1, 2018 Court: United States Bankruptcy Court Western District of Washington (Seattle) Case No.: 18-10831 Judge: Hon. Timothy W. Dore Debtor's Counsel: John R. Rizzardi, Esq. CAIRNCROSS & HEMPELMANN, P.S. 524 2nd Ave, Suite 500 Seattle, WA 98104-2323 Tel: 206-254-4444 E-mail: jrizzardi@cairncross.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Atul Deshmane, principal. A full-text copy of the petition, along with a list of 11 unsecured creditors, is available for free at: http://bankrupt.com/misc/wawb18-10831.pdf WORD INTERNATIONAL: Unsecureds to Recoup 100% Over 60 Months ------------------------------------------------------------ Word International Ministries filed with the U.S. Bankruptcy Court for the District of South Carolina a small business disclosure statement, dated Feb. 23, 2018, describing its proposed plan of reorganization also dated Feb. 23, 2018. General unsecured creditors are classified in Class 3(a) and will receive a distribution of 100% of their allowed claims, to be distributed in 60 equal monthly installments, commencing 30 days after the effective date of confirmation. The Plan includes a second class of unsecured claims, consisting of individuals who may hold causes of actions against the Debtor based on conduct of the Debtor or its agents. The claims in this class will not be discharged and the claims will survive confirmation of the Plan. The Debtor will fund its Plan, and pay its operating expenses, with tithes and offerings from its members, and with proceeds from rental property owned by the debtor. Although the Church's tithes and offerings have fallen as a result of declining membership, the amount received recently is showing an increase. For the three month period from November 2017 through January 2018, the tithes and offerings have averaged $1,226.43 each month. The Church believes that after its financial problems have been resolved that the number of members will grow and that its tithes and offerings will increase to over $2,000 per month, at a minimum. In addition to the rental proceeds, the Church will receive $250 per month from a member for the remaining debt owed for the transfer of real estate located at $103 Middle St., Sumter, SC. Payments will be received for a period of 20 months, commencing January 2018. It is anticipated that the tithe and offerings will increase by the time the payments end and that the increase will offset the amount of the monthly payments the Church had been receiving. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/scb17-04845-49.pdf April 19 Disclosure Statement Hearing The hearing to consider the approval of the Disclosure Statement will be held at the J. Bratton Davis United States Bankruptcy Courthouse, 1100 Laurel Street, Columbia, South Carolina on April 19, 2018, at 11:00 AM. April 11 is fixed as the last day for filing and serving in accordance with Fed. R. Bankr. P. 3017(a) written objections to the Disclosure Statement. About Word International Ministries Word International Ministries is a religious organization based in Sumter, South Carolina. World International filed a Chapter 11 petition (Bankr. D.S.C. Case No. 17-04845) on Sept. 29, 2017. Melody DuRant, its trustee manager, signed the petition. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Hon. David R. Duncan presides over the case. Reid B. Smith, Esq., of Bird & Smith PA, is the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. YANKEE CLIPPER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Yankee Clipper Distribution of California, Inc. 13322 Los Robles Ct. Eastvale, CA 92880 Business Description: Yankee Clipper Distribution of California, Inc. -- http://www.ycdistribution.com-- is a privately held company in Eastvale, California that provides third party logistics services to the New York City and Los Angeles areas. With three warehouse operations, Yankee Clipper offers warehousing, inventory control and distribution solutions to various industries. Chapter 11 Petition Date: March 1, 2018 Court: United States Bankruptcy Court Central District of California (Riverside) Case No.: 18-11664 Judge: Hon. Meredith A. Jury Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Blvd 6th Floor Beverly Hills, CA 90212-2929 Tel: 310-271-6223 Fax: 310-271-9805 E-mail: michael.berger@bankruptcypower.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Pavan Makker, chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb18-11664.pdf [*] Alan Friedman Joins Shulman Hodges' Chapter 11 Practice ----------------------------------------------------------- Shulman Hodges & Bastian LLP has brought tremendous depth and experience to its Chapter 11 practice with the addition of its new partner, Alan Friedman. Mr. Friedman was formerly a partner with Irell & Manella and most recently with Lobel Weiland Golden Friedman LLP. James Bastian, head of SHB's insolvency practice group, noted, "We had the desire and opportunity to bring a highly valued attorney to our practice group and in Alan Friedman, we have added 30-plus years of experience in high-end Chapter 11 cases. Many experts believe Chapter 11 filings might be on the increase in the coming years and with Alan on our team, we will be well-positioned to assist clients in need of creative, but cost-effective help." Leonard Shulman, managing partner of SHB, added, "We view the Chapter 11 area as a growth area for our firm and by adding Alan Friedman, we believe there are few insolvency departments in southern California that can match our level of experience, talent and competitive rates." Shulman Hodges & Bastian LLP -- http://www.shbllp.com/-- is a full-service business law firm founded in 1992 with offices in Irvine and Riverside. [^] BOND PRICING: For the Week from Feb. 26 to March 2, 2018 ------------------------------------------------------------ Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Alpha Appalachia Holdings Inc ANR 3.250 2.048 8/1/2015 American Eagle Energy Corp AMZG 11.000 1.148 9/1/2019 Appvion Inc APPPAP 9.000 8.576 6/1/2020 Appvion Inc APPPAP 9.000 8.576 6/1/2020 Arconic Inc ARNC 5.720 103.300 2/23/2019 Avaya Inc AVYA 10.500 4.154 3/1/2021 Avaya Inc AVYA 10.500 4.154 3/1/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 18.500 6/15/2021 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 7.875 6.500 4/15/2022 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 6.688 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 6.243 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 6.243 10/15/2020 Cenveo Corp CVO 6.000 47.750 8/1/2019 Cenveo Corp CVO 8.500 9.813 9/15/2022 Cenveo Corp CVO 8.500 10.500 9/15/2022 Cenveo Corp CVO 6.000 50.500 8/1/2019 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chukchansi Economic Development Authority CHUKCH 9.750 61.561 5/30/2020 Claire's Stores Inc CLE 9.000 68.842 3/15/2019 Claire's Stores Inc CLE 8.875 23.195 3/15/2019 Claire's Stores Inc CLE 7.750 8.685 6/1/2020 Claire's Stores Inc CLE 9.000 69.993 3/15/2019 Claire's Stores Inc CLE 7.750 8.685 6/1/2020 Claire's Stores Inc CLE 9.000 70.218 3/15/2019 Cobalt International Energy Inc CIEI 2.625 33.500 12/1/2019 Crane Co CR 2.750 100.232 12/15/2018 Cumulus Media Holdings Inc CMLS 7.750 21.000 5/1/2019 EV Energy Partners LP / EV Energy Finance Corp EVEP 8.000 49.197 4/15/2019 EXCO Resources Inc XCOO 8.500 9.050 4/15/2022 Egalet Corp EGLT 5.500 46.250 4/1/2020 Emergent Capital Inc EMGC 8.500 60.609 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 9.750 90.000 10/15/2019 Energy Future Holdings Corp TXU 5.550 14.043 11/15/2014 Energy Future Holdings Corp TXU 6.500 15.000 11/15/2024 Energy Future Holdings Corp TXU 6.550 15.625 11/15/2034 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 39.438 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 39.500 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 38.500 12/1/2018 FGI Operating Co LLC / FGI Finance Inc GUN 7.875 22.684 5/1/2020 FirstEnergy Solutions Corp FE 6.050 35.621 8/15/2021 FirstEnergy Solutions Corp FE 6.050 35.670 8/15/2021 FirstEnergy Solutions Corp FE 6.050 35.670 8/15/2021 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GenOn Energy Inc GENONE 9.500 83.438 10/15/2018 GenOn Energy Inc GENONE 9.500 79.000 10/15/2018 GenOn Energy Inc GENONE 9.500 83.524 10/15/2018 Gibson Brands Inc GIBSON 8.875 80.255 8/1/2018 Gibson Brands Inc GIBSON 8.875 79.289 8/1/2018 Gibson Brands Inc GIBSON 8.875 80.217 8/1/2018 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Iconix Brand Group Inc ICON 1.500 97.750 3/15/2018 Illinois Power Generating Co DYN 6.300 33.375 4/1/2020 Interactive Network Inc / FriendFinder Networks Inc FFNT 14.000 70.250 12/20/2018 IronGate Energy Services LLC IRONGT 11.000 31.250 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 32.625 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 32.473 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 32.473 7/1/2018 Las Vegas Monorail Co LASVMC 5.500 4.037 7/15/2019 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.625 2.250 10/31/2017 MF Global Holdings Ltd MF 3.375 30.000 8/1/2018 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 15.250 7/1/2026 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 4.062 10/1/2020 Molycorp Inc MCP 10.000 1.301 6/1/2020 Morgan Stanley MS 4.403 99.380 3/5/2018 Murray Energy Corp MURREN 11.250 44.474 4/15/2021 Murray Energy Corp MURREN 11.250 45.135 4/15/2021 Murray Energy Corp MURREN 9.500 43.778 12/5/2020 Murray Energy Corp MURREN 9.500 43.778 12/5/2020 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 7.014 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 7.014 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 7.014 5/15/2019 Nine West Holdings Inc JNY 8.250 6.232 3/15/2019 Nine West Holdings Inc JNY 6.125 7.977 11/15/2034 Nine West Holdings Inc JNY 6.875 8.576 3/15/2019 Nine West Holdings Inc JNY 8.250 6.599 3/15/2019 OMX Timber Finance Investments II LLC OMX 5.540 6.656 1/29/2020 Orexigen Therapeutics Inc OREX 2.750 34.000 12/1/2020 Orexigen Therapeutics Inc OREX 2.750 39.865 12/1/2020 PaperWorks Industries Inc PAPWRK 9.500 54.586 8/15/2019 PaperWorks Industries Inc PAPWRK 9.500 54.313 8/15/2019 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Powerwave Technologies Inc PWAV 2.750 0.435 7/15/2041 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 48.250 10/1/2018 Real Alloy Holding Inc RELYQ 10.000 72.000 1/15/2019 Real Alloy Holding Inc RELYQ 10.000 69.598 1/15/2019 Renco Metals Inc RENCO 11.500 26.750 7/1/2003 Rex Energy Corp REXX 6.250 31.405 8/1/2022 Rex Energy Corp REXX 8.875 30.462 12/1/2020 SAExploration Holdings Inc SAEX 10.000 56.415 7/15/2019 SandRidge Energy Inc SD 7.500 1.852 2/15/2023 Sears Holdings Corp SHLD 6.625 76.894 10/15/2018 Sears Holdings Corp SHLD 6.625 77.844 10/15/2018 Sears Holdings Corp SHLD 6.625 77.844 10/15/2018 Sears Holdings Corp SHLD 8.000 42.284 12/15/2019 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 61.750 7/1/2019 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 64.375 7/1/2019 TerraVia Holdings Inc TVIA 5.000 4.779 10/1/2019 TerraVia Holdings Inc TVIA 6.000 5.707 2/1/2018 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 0.974 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 0.974 10/1/2020 Toys R Us - Delaware Inc TOY 8.750 15.563 9/1/2021 Toys R Us Inc TOY 7.375 17.000 10/15/2018 Transworld Systems Inc TSIACQ 9.500 27.885 8/15/2021 Transworld Systems Inc TSIACQ 9.500 28.104 8/15/2021 UCI International LLC UCII 8.625 4.780 2/15/2019 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Westmoreland Coal Co WLB 8.750 41.094 1/1/2022 Westmoreland Coal Co WLB 8.750 40.679 1/1/2022 iHeartCommunications Inc IHRT 14.000 11.536 2/1/2021 iHeartCommunications Inc IHRT 7.250 20.474 10/15/2027 iHeartCommunications Inc IHRT 6.875 29.721 6/15/2018 iHeartCommunications Inc IHRT 14.000 11.554 2/1/2021 iHeartCommunications Inc IHRT 14.000 11.550 2/1/2021 ********* 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 ***