/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180326.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 26, 2018, Vol. 22, No. 84 Headlines 3195 RAY: Chandler Property Up for March 29 Auction 3700 WASHINGTON: Pinnacle Business Park Lot Up for May 9 Auction 4402 MAMMOTH: Case Summary & 9 Largest Unsecured Creditors ABENGOA KANSAS: Law Firms Have No Conflicts of Interest with MLT ACCO BRANDS: S&P Raises CCR to 'BB' On Strong Credit Measures ACOSTA INC: S&P Lowers CCR to 'CCC+' on Operating Underperformance AIR FORCE VILLAGES: Fitch Affirms BB+ on Retirement Facility Bonds ALKERMES INC: Moody's Assigns Ba3 Rating to New Secured Term Loan ALL TERRAIN: Taps Williamson Staker as Accountant ANDERSON SHUMAKER: May 8 Combined Hearing on Plan, Disclosures ANEW YOU MEDICAL: Unsecureds to Recoup 33% Under Amended Plan APOLLO MEDICAL: Extends Deadline to Register NNA's Securities APPVION INC: Seeks Access to New $100M Secured Term Loan Facility APPVION INC: Stalking Horse Bid to Assets to Total $381 Million ASCENT RESOURCES: To Pay Fees and Expenses on Plan's Effective Date ASSUREDPARTNERS INC: S&P Affirms 'B' ICR, Outlook Stable ATIF INC: Confirmation Hearing on Committee's Plan Set for April 24 AUGUSTUS ENERGY: Taps JND Corporate as Claims and Noticing Agent BCML HOLDINGS: Taps Stellar International as Real Estate Broker BE MY GUEST: April 9 Plan Confirmation Hearing BILL BARRETT: Common Stock Delisted from NYSE BLACK SQUARE: Taps Beaugureau Hancock as Special Counsel BLUE BEE: Wants to Continue Using Cash Collateral Through July 21 BLUE DIAMOND: Taps Keller Williams as Real Estate Broker BLUEGREENPISTA: Court Approves Trustee's Proposed Disclosures BNEVMA LLC: Case Summary & 20 Largest Unsecured Creditors BODLEY INVESTMENTS: Plan Outline Okayed, Plan Hearing on April 25 BOSTON HERALD: Sale/Abandonment of Miscellaneous Assets Approved BOWMAN DAIRY: Auction of Personal Property by Schrader Approved BRANDENBURG FAMILY: $79K Sale of Frederick Condo Unit 15C Approved BREAST CANCER INSTITUTE: Case Summary & 20 Top Unsecured Creditors BUANNO TRANSPORT: Seeks Approval to Use Key Bank Cash Collateral BUSINESS SOLUTIONS: May Use Cash Collateral on Interim Basis BYUNG MOOK CHO: Can Reject Settlement Agreement with C. Lim, Y. Jun CARL WEBER: Seeks May 18 Exclusive Plan Filing Period Extension CARLSTAR GROUP: Moody's Alters Outlook to Stable & Affirms B3 CFR CAROLINA HOTEL: Seeks Access to Regions Bank Cash Collateral CAROLINA HOTEL: Taps Pearce Law as Legal Counsel CARRIE STEFANI: Klebash Buying Hoboken Condo Unit for $331K CATHEDRAL HILL: Taps Hospitality Services as Broker CEQUEL COMMUNICATIONS: S&P Rates $1.05BB Sr. Unsecured Notes 'B' CHARMING CHARLIE: Proceeds of DIP, Exit Facilities to Fund Plan CIT GROUP: DBRS Gives BB(high) Ratings on 2 Sr. Note Tranches CLAIRE'S STORES: March 27 Meeting Set to Form Creditors' Panel COLLISION EXPRESS: Court Denies Interim Use of Cash Collateral COOLTRADE INC: CEO Taps Larry B. Betts as Accountant CORE EDUCATION: Taps Getzler Henrich as Marketing Advisor CORNERSTONE HOSPITALITY: April 20 Auction of Two Lubbock Hotels COTY INC: Moody's Rates $2-Bil. Senior Unsecured Bonds B2 CRESTWOOD EQUITY: Moody's Assigns B2 Rating to Cl. A Pref. Units CYTOSORBENTS CORP: Hikes Base Salaries of Executives for 2018 DANIEL V SUCIU: DOJ Watchdog Appoints P. Hunter as PCO DAVID GEERTS: Ceres Farms Buying Schipper Farm for $931K DAVID GEERTS: Dykema Buying Grain Bins for $500 DAVID GEERTS: Jave Farms Buying Parcel 5 of the Home Farm for $651K DAVID GEERTS: McCormick Buying Brummel Farm for $820K EARTH PRIDE: Loan with Big Shoulder to Yield $1.5-Mil. for Plan EAST COAST FOODS: June 7 Hearing on Committee-Proposed Plan ECLIPSE BERRY: Palmas Produce Buying Irrigation Supplies for $86K ECOARK HOLDINGS: Will Sell $4.2 Million Worth of Common Shares ENUMERAL BIOMEDICAL: Sale of Intellectual Property Withdrawn EXTERRAN ENERGY: Moody's Hikes Corporate Family Rating to Ba3 FANNIE MAE & FREDDIE MAC: Update from Judge Lamberth's Courtroom FIRESTAR DIAMOND: Taps Forchelli Deegan as Conflicts Counsel FIRESTAR DIAMOND: Taps Klestadt Winters as Legal Counsel FIRESTAR DIAMOND: Taps Lackenbach Siegel as Special Counsel FIRST QUANTUM: Moody's Revises Outlook to Stable & Affirms B3 CFR FIRST RIVER: Files Chapter 11 Plan of Liquidation FM 544 PARK: Trustee's Sale of Plano Land to HOSS for $4.9 Million FURNITURE FACTORY: Seeks Further Access to BOA Cash Collateral G.A.F. SEELIG: Seeks Aug. 27 Exclusive Plan Filing Period Extension GATEWAY MEDICAL: Real Properties Sale to Rushmore Approved GEA SEASIDE: Taps Adam Law Group as Legal Counsel GENON ENERGY: Canal Units 1 and 2 to Be Sold for $320 Million GENON ENERGY: Cooperation Agreement with NRG Amended GENON ENERGY: Updates on Chapter 11 Plan of Reorganization GENON ENERGY: Wants to Maintain Plan Exclusivity Through Dec. 14 GMD SERVICES: May Use Cash Collateral on Interim Basis GOD'S HOUSE OF REFUGE: Taps Zimmerman Kiser as Legal Counsel GORDON BURR: Artwork Sale by Masters Gallery Approved GST AUTOLEATHER: Unsecureds to Recoup 7.9%- 22.5% Under Latest Plan GULFMARK OFFSHORE: Darling Quits as SVP Human Resources HALAIS GROUP: Secured Claim of Parliament High Added in Latest Plan HANKAM HOLDINGS: Wants to Dispense With Patient Care Ombudsman HARBORVIEW TOWERS: Taps Ellin & Tucker as Financial Expert HJR LLC: Plan and Disclosure Statement Hearing Set for April 17 HOBBICO INC: L. Thomson Appointed as Consumer Privacy Ombudsman HOME CAPITAL: DBRS Raises LongTerm Issuer Rating to B ICONIX BRAND: Completes Refinancing of its 1.50% Convertible Notes ICONIX BRAND: Posts $24.7 Million Net Income in Fourth Quarter ICONIX BRAND: Sports Direct Reports 9.2% Stake as of March 15 INLAND OASIS GROUP: Proceeds of Business Sale to Pay Creditors INRETAIL REAL: Fitch Rates New Unsecured Notes BB+(EXP) INTEGRATED PHYSICIAN: Court to Determine Necessity of PCO INTERNATIONAL RESTAURANTS: Foreclosure Auction Set for May 16 INVERRARY RESORT: Plan Outline Okayed, Plan Hearing on April 19 INVERRARY RESORT: Trustee Files Amended Chapter 11 Liquidation Plan JAMES R. PITCAIRN: Seeks July 18 Exclusive Plan Filing Extension JOHNNY CHIMPO: 3 Wize Men Buying Liquor License for $130K JOSEPH MAURIO: Park Buying Annandale Property for $200K KARON RICHARD: $325K Sale of Dauphin Island Property Approved LAKE NAOMI REAL ESTATE: Default Statement Added in 2nd Amended Plan LAPORTE INVESTMENT: Taps Buddy D. Ford as Legal Counsel LBJ HEALTHCARE: PCO Submits 11th Interim Report LILL STREET: Hires Much Shelist as Bankruptcy Counsel LITTLE REST LIVERY: Taps Bilodeau Capalbo as Legal Counsel LKQ CORP: Moody's Lowers Corp. Family Rating to Ba2 LOCKWOOD HOLDINGS: Hydratight Buying Joliet Assets for $10K LONG BLOCKCHAIN: To Acquire UK-Based Blockchain Startup Hashcove MCDONOUGH PROPERTIES: Taps Altizer & Company as Accountant MCDONOUGH PROPERTIES: Taps Jason A. Burgess as Legal Counsel MCDONOUGH PROPERTIES: Taps SVN - Alliance as Real Estate Agent METCOM NETWORK: Taps ACT Financial as Accountant MIAMI INTERNATIONAL: U.S. Trustee Forms 5-Member Committee MICHAEL D. COHEN: Proposes Plan to Exit Chapter 11 Protection MISSIONARY ASSEMBLY: Trustee Taps Nickless as Legal Counsel MOHDSAMEER ALJANEDI: Care Provided Within Standard, PCO Says MSAMN CORP: Trustee Taps Spence Custer Saylor Wolfe as Counsel NB THE MARK: Foreclosure Auction Set for April 12 NEW JERSEY ANTIQUE: Ciminiello Buying Property for $680K NEWALTA CORP: DBRS Puts CCC(high) Issuer Rating on Review NORTHWEST TERRITORIAL: Trustee's Assets Sale to Medalcraft Denied OREXIGEN THERAPEUTICS: Mar. 27 Meeting Set to Form Creditors' Panel OREXIGEN THERAPEUTICS: Seeks Approval of Key Employee Programs PATRIOT NATIONAL: Former D&Os Object to 2nd Amended Plan PATRIOT NATIONAL: Proceeds of Exit Facility to Fund Latest Plan PERLL DIAGNOSTICS: Taps Gift & Associates as Accountant PITTSBURGH ATHLETIC: Proceeds of Sale Assets to Fund New Plan POINT.360: U.S. Trustee Forms 3-Member Committee PPT HOLDINGS: S&P Assigns 'B-' Corp. Credit Rating, Outlook Stable PRIME HOTEL: Taps Frances Caruso as Bookkeeper PRO-SEC CORP: Taps Preziosi Nicholson as Accountant PSIVIDA CORP: Deb Jorn Quits as EVP Corporate Development QUADRANT 4: Court Approves Termination of 401(K) Plan RAY ROGERS: Chandlers Buying Nashville Property for $74K REAL INDUSTRY: Auction Cancelled, Credit Bid Detailed RED BOOTH: Wants More Time to Solicit Acceptance of Plan REMINGTON OUTDOOR: Files Ch.11 in Delaware with $338M DIP Loans RENAISSANCE LEARNING: Moody's Affirms B3 CFR Amid MyON Acquisition RIEDESEL ENGINEERING: Taps Racine Olson as Litigation Counsel RIEDESEL ENGINEERING: Taps Roark Law Offices as Legal Counsel SAMUEL WYLY: Sale of Assets by Jewel Box Approved SAMUEL WYLY: Sale of Audubon & Additional Assets by DAG Approved SANTOS CONSTRUCTION: Seeks Court Approval to Hire A+ as Accountant SEARS HOLDINGS: Fitch Hikes IDR to CC on Debt Exchange Completion SEARS HOLDINGS: S&P Cuts CCR to 'SD' on Completed Exchange Offer SECOND PHOENIX: Exit Plan to Pay Creditors in Full SEVEN TOWER: Case Summary & Unsecured Creditor SHERRITT INT'L: DBRS Confirms 'B' Issuer Rating, Trend Stable SHIRAZ HOLDINGS: $3M Sale of Lawrenceville Property Approved SK GLOBAL: Case Summary & 20 Largest Unsecured Creditors SNOWTRACKS COMMERCIAL: Unsecureds to Get Nothing Under Plan SOURCINGPARTNER INC: Wants More Time to Exclusively File Plan SPANISH ISLES: Creditor Trustee Taps Branstetter as Accountant SPRINT CORP: Ser. 2018-1 Notes Issue No Impact on Moody's Ratings STEPPING STONES: Plan Filing Deadline Moved to March 18 STEREOTAXIS INC: Arbiter Partners Has 7.9% Stake as of March 12 STEREOTAXIS INC: Posts $7.31 Million Net Loss in 2017 STONINGTON CAPITAL: Case Summary & Unsecured Creditor STOP ALARMS: Trustee's Sale/Abandonment of Personal Property Okayed STRUAN CENTER: Winds Down Operations T & S FARMS: Amended Disclosures OK'd; April 23 Plan Hearing TEXAS E&P: Trustee Taps Searcy & Searcy as Special Counsel TEXAS FLUORESCENCE: Plan Discloses $540K Net Obligation to Asante TOW YARD: April 9 Auction of Equipment by Key Auctioneers TOYS "R" US: Al Angrisani Blames Complacency for Woes VERNON PARK CHURCH: Wants to Move Exclusive Plan Period to May 28 VERONICA PERSAUD: Moseleys Buying Acreage Vacant Land for $110K VHI INC: Proposes Private Auction Sale of All Assets VICTORY OUTREACH: Voluntary Chapter 11 Case Summary VICTORY SOLUTIONS: U.S. Trustee Unable to Appoint Committee W. W. CONSTRUCTION: Selling Ranco Trailer & Kenworth Truck for $48K WALL ST. RECYCLING: Given Until August 15 to File Chapter 11 Plan WASHITA COUNTY PFA: S&P Cuts Sales Tax Bonds Rating to 'BB' WEINSTEIN COMPANY: March 28 Meeting Set to Form Creditors' Panel WEST BATON ROUGE CREDIT: Tower Credit Buying Assets for $82K WILLIAM B. LAWTON: April 9 Government Claims Bar Date Set WILLIAM LOHMAN: $131K Sale of 1998 Kenworth T800 Tractor Approved WOODBRIDGE GROUP: Fee Examiner Taps Frejka as Legal Counsel YOSI SAMRA: Negotiations With Committee Delays Plan Filing [*] Michael Delaney Joins Robins Kaplan's Los Angeles Office [^] BOND PRICING: For the Week from March 19 to 23, 2018 ********* 3195 RAY: Chandler Property Up for March 29 Auction --------------------------------------------------- The property of 3195 Ray, LLC located at 3195 West Ray Road Chandler, Arizona 85226, will be sold at public auction to the highest bidder at the law offices of Quarles & Brady LLP, Renaissance One, Two North Central Avenue, in Phoenix, Maricopa County, Arizona, on March 29, 2018, at 10:00 a.m. The Debtor may be reached at: 3195 Ray, LLC 3100 W. Ray Road, Suite 146 Chandler, AZ 85226 Amelia B. Valenzuela, Esq., at Quarles & Brady LLP, serves as trustee, and will conduct the sale. The property will be sold, pursuant to the power of sale under the Deed of Trust and Assignment of Rents The sale will be made for cash or other form satisfactory to the Trustee (payable pursuant to A.R.S. Sec. 33-810 and -811), but without covenant or warranty, express or implied, regarding title, possession, quiet enjoyment, condition of the trust property, condition or location of personal property, encumbrances, or any other matter, to pay, in full or in part, the remaining principal sum of the notes and other obligations secured by the Deed of Trust. Proceeds from the sale will be used to pay a promissory note in the original principal balance of $800,000, owed to: Menagerie Investments and Holdings, LLC PO Box 907 Chandler, Arizona 85244 3700 WASHINGTON: Pinnacle Business Park Lot Up for May 9 Auction ---------------------------------------------------------------- The property of 3700 Washington, L.L.C., will be sold at public auction at the offices of Dickinson Wright PLLC, 1850 North Central Avenue, Suite 1400, Phoenix, Arizona 85004, at 10 a.m., on May 9, 2018, or at such later time or location as may be announced by the Trustee. The property consists of Lot Nine of Pinnacle Business Park Unit 1, in Maricopa County, Arizona. Proceeds from the sale will be used to pay debt in the original principal amount of $2,730,000 owed to U.S. Bank National Association, as trustee, as successor in interest to Bank of America, National Association, as successor by merger to LaSalle Bank National Association, as trustee for Bear Sterns Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-TOP24 by its special servicer C-III Asset Management LLC, a Delaware limited liability company, 5221 N. O'Connor Blvd., Suite 800, Irving, Texas 75039. The Debtor may be reached at: 3700 Washington, L.L.C. 10418 East Ground Cherry Lane Scottsdale, AZ 85262 1825 West Parkside Lane Phoenix, AZ 85027 c/o David A. Fitzgerald Titus Brueckner & Levine, PLC 8355 East Hartford Drive, Suite 200 Scottsdale, AZ 85255 c/o Thomas Longwell 22639 N. 49th Place Phoenix, AZ 85054 4402 MAMMOTH: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: 4402 Mammoth Investors, LLC 3501 Ocean View Boulevard Glendale, CA 91208 Business Description: Real estate lessor 4402 Mammoth Investors, LLC, holds a single asset, a residential single family residence located at 120 Stonehaven Way, Los Angeles, California. The Company previously sought bankruptcy protection on Sept. 26, 2016 (Bankr. C.D. Cal. Case No. 16-22700). Chapter 11 Petition Date: February 26, 2018 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 18-12055 Judge: Hon. Julia W. Brand Debtor's Counsel: Mark T. Young, Esq. DONAHOE & YOUNG LLP 25152 Springfield CT Ste 345 Valencia, CA 91355-1096 Tel: 661-259-9000 Fax: 661-554-7088 E-mail: myoung@donahoeyoung.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Arthur R. Aslanian, manager. A full-text copy of the petition, along with a list of nine largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb18-12055.pdf ABENGOA KANSAS: Law Firms Have No Conflicts of Interest with MLT ---------------------------------------------------------------- Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas entered an order granting in part and denying in part Drivetrain, L.L.C.'s motion for reconsideration of Drinker Biddle & Reath's employment order and denying Drivetrain's motion to disqualify DLA Piper LLP and Armstrong Teasdale LLP as Abengoa Bioenergy Biomass of Kansas, LLC's counsel. On Oct. 16, 2017, the trustee of the Missouri Liquidating Trust, Drivetrain, L.L.C.objected to Drinker Biddle Reath’s application to be employed as co-counsel for ABBK, the debtor in possession. A former DLA Piper partner, Vincent Slusher, joined DBR in late September of 2017. After the Court granted DBR's application in an oral ruling on Oct. 18, 2017 (the "Employment Order"), Drivetrain filed the combined motion for reconsideration and motion to disqualify DLA Piper and Armstrong Teasdale as counsel to the debtor in possession two days before the confirmation hearing. Drivetrain contends that Slusher, DLA, and AT all should be disqualified for having conflicts of interest with the MLT because the MLT is a "former client." Slusher and the two firms formerly represented the Missouri debtors-in- possession whose estates were consolidated and conveyed to the MLT under the terms of their confirmed plan of liquidation. A motion to "reconsider" filed within 14 days of an order's entry is a motion to alter or amend under Fed. R. Bankr. P. 9023 which makes Fed. R. Civ. P. 59(e) applicable in bankruptcy cases and proceedings. Rule 59(e) motions are only granted to correct manifest errors of law, to present newly discovered evidence, and to address intervening changes in the controlling law. The burden to demonstrate manifest error falls squarely on the party moving for relief. Drivetrain has not demonstrated that the Employment Order was entered in error, nor did it convince the Court that DLA and AT have conflicts of interest that would warrant disqualification. Both the reconsideration and disqualification motions are denied, except to the limited extent the Employment Order suggested the Missouri debtors waived any conflict of interest by Slusher's, DLA's, and AT's joint representation of ABBK and the Missouri debtors. Conflicts with former clients are addressed in the Kansas Rules of Professional Conduct 1.9. The rule provides that a lawyer shall not represent a client against a former client "in the same or substantially related matter" when the current client's interests are "materially adverse" to the former client's unless the former client gives "informed consent, confirmed in writing." "The rule is designed to serve three purposes: (1) "to prevent even the potential that a former client's confidences and secrets may be used against him;" (2) "maintenance of public confidence in the integrity of the bar;" and (3) "a client has a right to expect the loyalty of his attorney in the matter for which he is retained." Drivetrain has cited no case that holds a liquidating trustee appointed pursuant to a confirmed chapter 11 plan and who has succeeded to the chapter 11 estate, transforms the liquidating trustee to a "former client" of the attorneys who represented the former chapter 11 debtor through confirmation of its plan under Rule 1.9. The MLT did not spring into legal existence until the Missouri liquidating plan was confirmed in the summer of 2017, the trust agreement was established, and the liquidating trustee was approved. At that point, Drivetrain became the post-confirmation designated representative of the estate, making it a separate and distinct entity from the Missouri Debtors. The Missouri Debtors ceased to exist. At no time has DLA or AT represented the MLT. The MLT is not a "former client" of Slusher/DBR, DLA, or AT. A full-text copy of Judge Nugent's Order dated March 13, 2018 is available at: http://bankrupt.com/misc/ksb16-10446-1370.pdf About Abengoa Bioenergy Biomass of Kansas Three subcontractors asserting disputed state law lien claims against Abengoa Bioenergy Biomass of Kansas, LLC filed on March 23, 2016, an involuntary petition to place the Company in bankruptcy under Chapter 7 of the Bankruptcy Code. The case was converted to a case under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 16-10446) on April 8, 2016. In April 2016, Chief Bankruptcy Judge Robert E. Nugent denied the request of Abengoa Kansas to transfer its case to the Bankruptcy Court for the District of Delaware where cases involving its indirect parent companies and other affiliates are pending. Judge Nugent said the facts and unique circumstances surrounding Abengoa Kansas and its known creditors do not warrant transferring the case. Abengoa Kansas hired Armstrong Teasdale LLP, and DLA Piper LLP (US) as counsel. Petitioning creditor Brahma Group, Inc. is represented by Martin Pringle Oliver Wallace & Bauer. Petitioning creditors CRB Builders LLC and Summit Fire Protection Co. are represented by Horn Aylward & Bandy LLC. The official committee of unsecured creditors is represented in the Kansas bankruptcy case by Baker & Hostetler LLP and Cosgrove, Webb & Oman. On April 14, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of liquidation. On July 19, 2017, Drivetrain LLC filed a disclosure statement explaining its proposed plan of liquidation for the Debtor. Drivetrain is the liquidating trustee appointed pursuant to the plans of liquidation approved in the Chapter 11 cases of the Debtor's affiliates in St. Louis, Missouri. ACCO BRANDS: S&P Raises CCR to 'BB' On Strong Credit Measures ------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Lake Zurich, Ill.-based ACCO Brands Corp. to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P raised the issue-level ratings on the company's $400 million senior unsecured notes to 'BB' from 'BB-'. The '3' rating indicates its expectation for meaningful (50%-70%; rounded estimate: 60%) recovery to lenders in the event of a payment default. S&P estimates the company had about $1.2 billion of lease- and pension-adjusted net debt at the end of fiscal 2017. The upgrade of ACCO reflects improvement in the company's credit measures, its successful integration of the Esselte acquisition, and its improved channel and geographic diversification since the last recession. S&P said, "We estimate ACCO's adjusted debt to EBITDA decreased to about 3.6x at the end of 2017 as compared with about 4x following the Esselte acquisition. The company paid down over $130 million in debt in fiscal 2017 and is on track to fully realizing its cost synergies. We expect the company to generate more than $170 million in free operating cash flows in 2018 and to repay additional debt. As a result, we expect leverage to decline to below 3.5x by the end of fiscal 2018." S&P said, "The stable outlook on ACCO reflects our expectation that the company will maintain debt leverage below 4x. We also expect the company to generate modest organic sales growth in fiscal 2018 by introducing new products and growing outside the U.S. and expanding margins through realizing synergies and cost reductions. "We would consider lowering our ratings if the company increased debt leverage to above 4.0x. We believe this could occur if the company demonstrates a more aggressive financial policy by issuing additional debt for acquisitions or shareholder rewards. We would also lower the ratings if ACCO is unable withstand another economic downturn, resulting in a fall in revenues and profitability, leading to leverage sustained above 4x. "Although unlikely over the next year, we could consider an upgrade if ACCO strengthens its credit metrics, bringing the leverage below 2.5x through a further improvement in EBITDA and using free cash flows towards debt repayment. This could also happen through an improvement in the business if ACCO becomes more product- and geographically diverse, making it less cyclical." ACOSTA INC: S&P Lowers CCR to 'CCC+' on Operating Underperformance ------------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on Jacksonville, Fla.-based Acosta Inc. to 'CCC+' from 'B-'. The outlook is negative. S&P said, "At the same time, we lowered our issue-level rating on the company's senior secured bank credit facility, consisting of a $225 million revolving credit facility due 2019 and $2.065 billion term loan due 2021, to 'CCC+' from 'B-'. The '3' recovery rating remains unchanged, indicating our expectation for meaningful (50%-70% range, rounded estimate 60%) recovery in the event of default. "We also lowered the issue-level rating on the $800 million senior unsecured notes due 2022 to 'CCC-' from 'CCC'. The '6' recovery rating remains unchanged, indicating our expectation for negligible (0%-10%, rounded estimate 0%) recovery in the event of payment default." Debt outstanding as of Jan. 31, 2018, was about $2.9 billion. The downgrade reflects Acosta' continued underperformance in recent quarters and very high leverage (approaching 12x). S&P said, "We now expect the company to maintain leverage around this area through fiscal 2018 and 2019, which, absent a favorable change in conditions, indicates that Acosta's financial commitments are unsustainable in the long term. The company's revenue and profitability have further deteriorated as a weak retail environment and budget constraints have caused consumer product companies to reduce spending on outsourced sales and marketing services. We expect Acosta's revenue to decline in the low-single digits in 2018 and any new customer wins will be more than offset by volume softness. We have lowered our profit forecast as we do not see any material improvement in the balance of the year. Free cash flow for fiscal 2017 of about $40 million was significantly below our prior forecast of around $70 million. Free cash flow in the first quarter of fiscal 2018 was only about $18 million compared to almost $60 million a year ago, reflecting the decline in operating income and some delays associated with the billing on the marketing side, which tied up the cash flow. However, we still expect the company to generate moderate positive free cash flow in fiscal 2018 and do not anticipate a liquidity crisis over the near term. Moreover, we do not expect a financial covenant violation in the near-term and forecast the company to have covenant cushion at least in the low-teens percentage, assuming the springing first-lien leverage covenant remains in effect. "The negative outlook reflects the potential for a lower rating over the next 12 months if in our view the risk of a near term default has increased, potentially due to a further drop in free cash flow, a meaningful decline in financial covenant cushion, or a deterioration in Acosta's already unsustainable capital structure, which would heighten the risk of a distressed exchange. "We could lower the ratings if operating performance weakens further, leading us to believe the company may default on its financial covenants, or if the company has problems extending its revolving credit facility on acceptable terms, potentially accelerating a liquidity crisis. We could also lower the ratings if free cash flow approaches break-even levels, leading us to believe Acosta may have problems servicing its debts. These factors could increase the probability that Acosta will consider a distressed exchange. "We could take a positive rating action if demand for Acosta's services stabilizes and the company's productivity improvement efforts take hold, leading to significant increase in free cash flow generation and adjusted debt to EBITDA approaching 9.5x. A positive rating action would also be predicated on the successful extension of the revolving credit facility maturity on acceptable terms." AIR FORCE VILLAGES: Fitch Affirms BB+ on Retirement Facility Bonds ------------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating assigned to the $124,020,000 Tarrant County Cultural Education Facilities Finance Corporation retirement facility revenue bonds series 2016 issued on behalf of Air Force Villages dba Blue Skies of Texas (BST). The Rating Outlook remains Stable. SECURITY The series 2016 bonds are secured by a gross revenue pledge, mortgage pledge, and debt service reserve fund. KEY RATING DRIVERS IMPROVING OPERATING PROFITABILITY: The affirmation at 'BB+' reflects BST's stable operating profile in fiscal 2017, which remains sufficient for its current rating level. Operating profitability has continued to improve over the past three years with operating ratio decreasing to 94.5% in fiscal 2017 from 100% in fiscal 2015 and net operating margin (NOM) increasing to 15.8% from 11.1%. Similarly, NOM-adjusted increased to 24.4% from 21.5%. These figures were stronger than the below-investment grade (BIG) medians of 101.5% operating ratio and 19.8% NOM-adjusted. MIXED ILU OCCUPANCY: BST operates two continuing care retirement communities (CCRC), BST Senior Living East (BST East) and BST Senior Living West (BST West). Occupancy at BST East continues to be challenged following a repositioning project that was completed in 2012. Independent living unit (ILU) occupancy was 67.0% in fiscal 2017 compared to 67.9% in fiscal 2016 and 68.2% in fiscal 2015. Rental contracts continue to be offered to strengthen occupancy while allowing flexibility for longer term considerations surrounding campus restructuring. BST West's ILU occupancy was 84.2% in fiscal 2017 compared to 85.4% in fiscal 2016 and 83.6% in fiscal 2015. Rental contracts are not offered at BST West. WEAK BUT IMPROVED LIQUIDITY: BST's $35.5 million in unrestricted cash and investments at Dec. 30, 2017 equated to a weak 27.6% of debt, 4.4x cushion ratio and 307 days cash on hand (DCOH). Though weak, liquidity metrics have all generally improved from Dec. 30, 2016 metrics of 24.8%, 4.2x and 307 days respectively. STABLE DEBT SERVICE COVERAGE: Maximum annual debt service (MADS) coverage has benefitted from a refinancing that occurred in 2016, which allowed for debt service savings of almost $2 million per year. Debt service coverage in fiscal 2017 was 1.7x - stronger than the BIG median of 1.5x. RATING SENSITIVITIES STABILITY IN PERFORMANCE: Fitch expects BST's performance to remain stable at current levels, with adequate coverage of actual debt service. A return to an investment grade rating will be dependent on growing liquidity in line with 'BBB' category medians while maintaining debt service coverage around 2x. A trend of weaker operations and declining liquidity could negatively pressure the rating. ALKERMES INC: Moody's Assigns Ba3 Rating to New Secured Term Loan ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the new senior secured term loan of Alkermes, Inc., a subsidiary of Alkermes plc (collectively "Alkermes.") There are no changes to Alkermes' existing ratings including the Ba3 Corporate Family Rating, the Ba3-PD Probability of Default Rating, the Ba3 (LGD3) senior secured rating, or the SGL-1 Speculative Grade Liquidity Rating. The outlook remains stable. Rating assigned: Ba3 (LGD3) senior secured term loan RATINGS RATIONALE The Ba3 Corporate Family Rating reflects Alkermes' expertise in drug delivery technologies, high gross margins, and strong growth prospects. The ratings are supported by cash levels well in excess of debt levels, and considerable value in Alkermes' existing revenue streams as well as its pipeline. Growth is supported by Vivitrol and Aristada, and several major late-stage pipeline programs have potential for long term growth. Offsetting these strengths are limited profitability due to high R&D expenses, pipeline execution risks, and revenue concentration in the schizophrenia category. That said, profitability and cash flow are at an inflection point, turning positive in 2018 due to solid revenue growth. The outlook is stable, reflecting Moody's expectations for good top-line growth driven by Vivitrol, steady uptake of Aristada, and significant value in Alkermes' pipeline. Factors that could lead to an upgrade include strong growth in key products, launches of new drugs from the pipeline, consistently positive earnings and free cash flow, and debt/EBITDA sustained below 4.0 times. Factors that could lead to a downgrade include slow revenue growth due to competitive dynamics or pricing pressure, setbacks in late-stage pipeline drugs, incremental debt, or continuation of negative earnings and cash flow. Alkermes, Inc. is a US subsidiary of Dublin, Ireland-based Alkermes plc (collectively "Alkermes"). Alkermes is a specialty biopharmaceutical company that develops long-acting medications for the treatment of the central nervous system. Revenues in 2017 totaled approximately $903 million. The principal methodology used in this rating was Pharmaceutical Industry published in June 2017. ALL TERRAIN: Taps Williamson Staker as Accountant ------------------------------------------------- All Terrain LLC seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire Williamson, Staker & Bartle, CPA, PLLP, as its accountant. The firm will assist the Debtor in preparing its income tax returns and monthly operating reports; establish a bookkeeping system that complies with the order of the bankruptcy court; prepare budgets and projections to be included in the Debtor's bankruptcy plan; and provide other necessary accounting services. The firm will charge $205 per hour for tax preparation, $100 per hour for bookkeeping and data entry services, and $150 per hour for accounting services. Jan Staker, a certified public accountant employed with Williamson, disclosed in a court filing that he and other associates of his firm do not hold or represent any interests adverse to the Debtor and its estate. Williamson can be reached through: Jan Staker Williamson, Staker & Bartle, CPA, PLLP 1700 West Koch, Suite 2 Bozeman, MT 59715 Phone: (406) 587-1999 About All Terrain Headquartered in Saint Anthony, Idaho, All Terrain LLC provides home moving services. The company's moving services include crane and rigging, historic preservation, residential moving, doublewide moving, and commercial moving. It is affiliated with Hathaway Homes Group LLC, a dealer of recreational vehicle and manufactured homes in South East Idaho. Hathaway Homes sought bankruptcy protection (Bankr. D. Id. Case No. 17-40992) on Nov. 10, 2017. All Terrain sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 17-40999) on Nov. 13, 2017. In the petition signed by Paul J. Hathaway, member and manager, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Jim D. Pappas presides over the case. Kohler Law Office is the Debtor's bankruptcy counsel. ANDERSON SHUMAKER: May 8 Combined Hearing on Plan, Disclosures -------------------------------------------------------------- Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois will conduct a combined hearing on approval of Anderson Shumaker Company's amended disclosure statement and confirmation of its amended liquidation plan on May 8, 2018 at 10:30 a.m. Objections to approval of the disclosure statement or confirmation of the plan must be in writing and filed and served on or before May 1, 2018. May 1, 2018 is also set as the last day for the filing of ballots accepting or rejecting the plan. As previously reported by the Troubled Company Reporter, under the liquidation plan, claims of general unsecured creditors in Class 5, in the amount of approximately $2,200,000, will be paid a 6.5% distribution out of the Carve-Out. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/ilnb17-05206-196.pdf About Anderson Shumaker Based in Chicago, Illinois, Anderson Shumaker Company provides open die forgings and custom forgings in various shapes and finishes using stainless steel, aluminum, carbon steel and various grades of alloy steel. Anderson Shumaker filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-05206) on Feb. 23, 2017. In the petition signed by CEO Richard J. Tribble, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Donald R Cassling. Scott R. Clar, Esq. and Brian P. Welch, Esq. at Crane, Heyman, Simon, Welch & Clar serve as counsel to the Debtor. The Debtor tapped CFO Advise LLC as financial advisor and RSM US LLP as accountant. In September 2017, the Debtor sought approval to hire Fort Dearborn Partners Inc. as its financial advisor, to provide projections for its Chapter 11 plan of reorganization and to perform financial functions required during the remainder of the Debtor's bankruptcy case. U.S. Trustee Patrick S. Laying on March 9, 2017, appointed five creditors to serve on an official committee of unsecured creditors. The committee members are: (1) Electralloy, G.O. Carlson, Inc.; (2) Carlson Tool & Manufacturing Corp.; (3) Progressive Steel Treating, Inc.; (4) Haynes International, Inc.; and (5) Ellwood Group. Shelly A. DeRousse, Esq., Devon J. Eggert, Esq., Elizabeth L. Janczak, Esq., and Trinitee G. Green, Esq., at Freeborn & Peters LLP, serve as counsel to the Committee. ANEW YOU MEDICAL: Unsecureds to Recoup 33% Under Amended Plan ------------------------------------------------------------- Anew You Medical Weight Loss and Spa PLL filed with the U.S. Bankruptcy Court for the Western District of Texas a small business amended disclosure statement describing its amended operating plan dated March 9, 2018. General unsecured creditors are classified in Class 12, and will receive a distribution of 33% of their allowed claims to be distributed as follows: prorata out of a $100,000 capital contribution, a $5,700 payment starting month 1 through month 36 and a $12,253 payment starting month 37 to 60. There are 19 creditors in the unsecured class totaling $1,123,885.59. Payments and distributions under the plan will be funded by future operations and cash infusion of $100,000 by Frederick Driggs Redden. Prior to filing the amended Disclosure Statement, FROST Bank, an unsecured creditor of the Debtor having a claim arising out of a loan originated on December 15, 2015, in the original principal amount of $960,000.00 and guaranteed by Margaret A. Wehner, the sole member of the Debtor, objected to the approval of the Disclosure Statement. FROST complains that the Disclosure Statement fails to provide the creditors of the Estate with information sufficient to enable them to make a reasonably informed decision regarding proposed treatment under the Plan because the Disclosure Statement does not include any discussion of the post confirmation compensation to Wehner. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/txwb17-51756-98.pdf A full-text copy of the original Disclosure Statement is available at: http://bankrupt.com/misc/txwb17-51756-64.pdf Counsel for Frost Bank: Leslie M. Luttrell, Esq. LUTTRELL + CARMODY LAW GROUP 100 N.E. Loop 410, Suite 615 San Antonio, TX 78216 Tel: 210.426.3600 Fax: 210.426.3610 Email: luttrell@lclawgroup.net About Anew You Medical Weight Loss and Spa San Antonio-based Anew You -- https://anewyousa.com/ -- is a new upscale med spa with the most innovative medical technology in lasers, injections, medical weight loss, beauty and wellness services. The Debtor sought Chapter 11 protection (Bankr. W.D. Tex. Case No: 17-51756) on July 28, 2017. The petition was signed by Margaret Sheryl Wehner, managing member. The Hon. Craig A. Gargotta presides over the case. Steven G. Cennamo, Esq. at Malaise Law Firm represents the Debtor as counsel. At the time of filing, the Debtor estimates $0 to $50,000 in assets and $1 million to $10 million in liabilities. APOLLO MEDICAL: Extends Deadline to Register NNA's Securities ------------------------------------------------------------- Apollo Medical Holdings, Inc. entered into a sixth amendment with NNA of Nevada, Inc., an affiliate of Fresenius Medical Care North America, on March 16, 2018, which amended the Registration Rights Agreement, dated as of March 28, 2014, between the Company and NNA, as amended. The Sixth Amendment amended the Registration Rights Agreement to extend the deadline for the Company to file a resale registration statement covering NNA's registrable securities to Nov. 30, 2018, and also to extend the date by which the Company is required to use its commercially reasonable best efforts to cause such registration statement to be declared effective to May 31, 2019 (or, if earlier, the fifth trading day after the date on which the Securities and Exchange Commission notifies the Company that such registration statement will not be "reviewed" or will not be subject to further review). A copy of the Amendment is available for free at: https://is.gd/NsgMFa About Apollo Medical Headquartered in Glendale, California, Apollo Medical Holdings, Inc., and its affiliated physician groups are patient-centered, physician-centric integrated population health management company working to provide coordinated, outcomes-based medical care in a cost-effective manner. ApolloMed has built a company and culture that is focused on physicians providing high-quality medical care, population health management and care coordination for patients, particularly senior patients and patients with multiple chronic conditions. At Sept. 30, 2017, the Company had total assets of $41.17 million, total liabilities of $48.46 million, and a $7.29 million in total stockholders' deficit. Apollo Medical reported a net loss of $8.68 million for the year ended March 31, 2017, compared to a net loss of $8.17 million for the year ended March 31, 2016. BDO USA, LLP, in Los Angeles, California, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended March 31, 2017, stating that the Company has suffered recurring losses from operations and has generated negative cash flows from operations since inception, resulting in an accumulated deficit of $37.7 million as of March 31, 2017. These factors among others raise substantial doubt about its ability to continue as a going concern. APPVION INC: Seeks Access to New $100M Secured Term Loan Facility ----------------------------------------------------------------- Appvion Inc. and its debtor affiliates are seeking to enter into a new credit agreement with Wilmington Trust, N.A., and a group of lenders for access to a $100 million secured term loan, according to the Debtors' Form 8-K filing with the U.S. Securities and Exchange Commission. DIP Financing Amendments On February 2, 2018, the Debtors entered into the third amendment (the "Third Amendment") to the existing Superpriority Senior Debtor-in-Possession Credit Agreement (the "DIP Facility"), dated October 2, 2017, by and among, Appvion, the Company, the lenders party thereto, the backstop party thereto, Wilmington Trust, National Association, as administrative agent, and PJT Partners LP, as lead arranger, which has been amended by the First Amendment thereto, dated as of October 18, 2017 and the Second Amendment thereto, dated as of October 31, 2017. The Third Amendment permitted Appvion to enter into that certain Letter of Credit Facility Agreement, dated as of February 2, 2018, which established a letter of credit facility with Citizens Bank, N.A. with an aggregate facility size of $5 million, as contemplated by the Third Amendment to the DIP Facility. On March 14, 2018, the Company and the Debtors entered into the fourth amendment (the "Fourth Amendment") to its existing DIP Facility. The Fourth Amendment amended the DIP Facility in order to, among other things, (i) permit Appvion to enter into a new Superpriority Senior Debtor-In-Possession Credit Agreement providing for a new $100 million senior superpriority debtor-in-possession credit facility; (ii) permit the backstop party to elect to receive interest payments in-kind; (iii) amend reporting requirements related to the approved budget; and (iv) amend the milestones related to the Asset Sale process. In addition, the Fourth Amendment provides for the approval of a modified approved budget and a limited waiver of certain defaults, including failure to comply with certain reporting requirements, failure to make certain mandatory prepayments, any defaults related to the incurrence of a senior debtor-in-possession credit facility, and related defaults. New Senior DIP Facility As contemplated by the Fourth Amendment, on March 16, 2018, the Company and Appvion entered into a new Senior Superpriority Senior Debtor-in-Possession Credit Agreement with the lenders and backstop party thereto, Wilmington Trust, National Association, as administrative Agent, and PJT Partners LP, as lead arranger ("New Senior DIP Facility"). The New Senior DIP Facility provides for a new superpriority secured term loan facility in an aggregate principal amount of $100 million, the proceeds of which will be used to refinance the new money portion of the Company's existing DIP Facility in an aggregate principal amount of $85 million and to provide additional new money to the Company in the aggregate principal amount of $15 million. The incremental $15 million of new money commitments of the New Senior DIP Facility (the "Incremental New Money Commitment") may be used for working capital and general corporate purposes consistent with an approved budget and related fees, costs and expenses and has a term of 9 months from the closing date of the existing DIP Facility. Borrowings under the New Senior DIP Facility bear interest at a rate equal to, at the Company's option, either (i) a eurodollar borrowing rate for a specified interest period plus approximately 9.25% per annum or (ii) a base rate plus approximately 8.25% per annum. If an event of default occurs under the DIP Facility, the applicable interest rate will increase by 2.00% per annum during the continuance of such event of default. In addition, the new money loans will be subject to a eurodollar floor of 1.00% per annum and a base rate floor of 2.00% per annum. The Company and Appvion will pay commitment fees for the unused amount of commitments under the New Senior DIP Facility at an annual rate equal to 0.5% of the unused new money commitments, as well as a 2.675% backstop fee on the Incremental New Money Commitments, as well as a 2.00% upfront fee on the Incremental New Money Commitments and a 1.50% exit fee on the full amount of the term loans. The Company and certain subsidiaries of the Company, including Appvion Canada, Ltd., APVN Holdings LLC, and Appvion Receivables Funding I LLC, have agreed to guarantee borrowings under the New Senior DIP Facility. The obligations under the New Senior DIP Facility constitute, subject to carve-outs for certain fees and expenses, superpriority administrative expense claims in the Chapter 11 Filings, secured by a perfected first priority security interest and liens on the collateral of the Company and the other loan parties, which includes most inventory, accounts receivable, bank accounts, general intangibles and certain other assets of the loan parties to the New Senior DIP Facility, to the extent not subject to certain existing third party liens, and a perfected junior security interest and liens on such collateral, to the extent subject to certain existing third party liens. Excluded from the collateral are avoidance actions, D&O and ESOP related claims and the proceeds thereof. The New Senior DIP Facility contains provisions requiring the attainment of various milestones regarding the sale the Assets by the outside date of May 30, 2018. The New Senior DIP Facility also includes representations, affirmative covenants and other negative covenants that are consistent with the existing DIP Facility and customary for DIP facilities of this type, including covenants that, subject to exceptions described in the New Senior DIP Facility, restrict the ability of the Company and Appvion and its subsidiaries: (i) to incur additional indebtedness; (ii) to make investments; (iii) to make distributions, loans or transfers of assets; (iv) to enter into, create, incur, assume or suffer to exist any liens; (v) to sell assets; (vi) to enter into transactions with affiliates; (vii) to merge or consolidate with, or dispose of all or substantially all assets to, a third party; (viii) to make acquisitions; (ix) to make expenditures in excess of certain prescribed amounts set forth in the New Senior DIP Facility; (x) to prepay indebtedness; (xi) to pay dividends; (xii) to pay expenses or make other disbursements other than as set forth in an approved budget, subject to certain permitted variances; or (xiv) to take certain bankruptcy-related actions. The New Senior DIP Facility also includes customary events of default, including payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-default to other material indebtedness, voluntary and involuntary bankruptcy proceedings of non-Debtor subsidiaries, material money judgments, certain change of control events, certain bankruptcy-related matters, failure to perform in accordance with the budget, failure to achieve certain milestones in respect of the Chapter 11 Cases and other customary events of default. The events of default are subject to certain exceptions and cure rights. About Appvion Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. Appvion, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee examiner. He tapped Bayard, P.A., as legal counsel. APPVION INC: Stalking Horse Bid to Assets to Total $381 Million --------------------------------------------------------------- The stalking horse bid for substantially all of the assets of Appvion, Inc., and its debtor affiliates is expected to range between $376 million to $381 million, according to a Form 8-K filing with the U.S. Securities and Exchange Commission. On February 8, 2018, Appvion Inc. and its debtor affiliates filed a motion with the Bankruptcy Court for approval of a stalking horse asset purchase agreement (the "APA") bid from Appvion Holding Corp., a newly-formed entity at the direction of a group of the Debtors' lenders (the "Purchaser") to acquire substantially all of the Debtors' assets in a sale process under Section 363 of the Bankruptcy Code (such assets, the "Assets" and such sale, the "Asset Sale"). On March 12, 2018, the Bankruptcy Court entered an order that, among other matters, approved the Motion as it relates to bidding procedures and designating Appvion Holding Corp. as the Stalking Horse Purchaser, established the bidding procedures proposed to be employed with respect to the sale process under Section 363 of the Bankruptcy Code and established a deadline of April 19, 2018 for submitting Qualified Bids (as defined in the Bidding Procedures), with a hearing to approve the sale scheduled for April 26, 2018. On March 13, 2018, the Debtors entered into the APA with the Purchaser. The APA with the Purchaser, which is subject to higher or otherwise better offers pursuant to the Bidding Procedures and Section 363 of the Bankruptcy Code, provides a range of total consideration of between $376.8 million and $381.8 million (depending on the final determination of the aggregate amount of cure costs). The APA is subject to a number of closing conditions, including approval by the Bankruptcy Court, the absence of a governmental order or other legal prohibition related to the transaction, and other customary closing conditions. The APA provides for the Debtors to pay an expense reimbursement not to exceed $500,000 in certain circumstances, including if the Debtors consummate an alternative sale transaction. About Appvion Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. Appvion, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee examiner. He tapped Bayard, P.A., as legal counsel. ASCENT RESOURCES: To Pay Fees and Expenses on Plan's Effective Date ------------------------------------------------------------------- Ascent Resources Marcellus Holdings and its affiliates filed with the U.S. Bankruptcy Court for the District of Delaware an amended joint prepackaged plan of reorganization dated March 13, 2018. The amended plan provides that all fees due and payable pursuant to section 1930 of Title 28 of the U.S. Code prior to the Effective Date will be paid by the Debtors on the Effective Date. After the Effective Date, the Debtors and the Reorganized Debtors will be jointly and severally liable to pay any and all such fees when due and payable. The Reorganized Debtors will file all quarterly reports due prior to the Effective Date when they become due, in a form reasonably acceptable to the U.S. Trustee. After the Effective Date, the Reorganized Debtors will file with the Bankruptcy Court quarterly reports when they become due, in a form reasonably acceptable to the U.S. Trustee, which reports will include a separate schedule of disbursements made by the Disbursing Agent during the applicable period, attested to by an authorized representative of the Disbursing Agent. Notwithstanding the substantive consolidation of the Debtors called for in the Plan, each and every one of the Debtors and the Reorganized Debtors will remain obligated to pay quarterly fees to the U.S. Trustee until the earliest of that particular Debtor's case being closed, dismissed or converted to a case under chapter 7 of the Bankruptcy Code. In addition, all reasonable and documented fees and expenses incurred by the First Lien Agent to be paid on the Effective Date will be estimated prior to and as of the Effective Date and such estimates will be delivered to the Debtors and the U.S. Trustee at least three Business Days before the anticipated Effective Date; provided, that such estimate will not be considered an admission or limitation with respect to such fees and expenses. On the Effective Date, final invoices for all such fees and expenses incurred prior to and as of the Effective Date will be submitted to the Debtors and the U.S. Trustee. Such estimated fees will be paid on the Effective Date absent an objection. Further, if actual fees and expenses exceed the estimated fees and expenses for such period by more than 10%, an invoice for the actual fees and expenses for the period subject to estimation will be delivered to the U.S. Trustee within 10 days of the Effective Date and will be subject to review and objection on three Business Days’ notice. A copy of the Blacklined Version of the Amended Joint Prepackage Plan is available at: http://bankrupt.com/misc/deb17-22222-587.pdf About Ascent Resources Marcellus Oklahoma City-based Ascent Resources Marcellus Holdings, LLC and its wholly owned subsidiaries, Ascent Resources - Marcellus, LLC ("ARM") and Ascent Resources Marcellus Minerals, LLC, were formed to acquire, explore for, develop, produce and operate natural gas and oil properties in the Marcellus Shale. The ARM Entities currently own or have the right to develop 43,000 net acres in northern West Virginia. Ascent Resources Marcellus Holdings and 2 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10265) on Feb. 6, 2017. Ascent Resources, LLC, Ascent Resources Utica Holdings, LLC, Ascent Resources - Utica, LLC and Ascent Resources Management Services, LLC -- Ascent Entities -- are not included in the ARM Restructuring and their operations remain unaffected by the ARM Restructuring. The Ascent Entities are separate and distinct entities that have their own capital structures, financing and operations. The Ascent Entities do not guarantee any of the ARM Entities debt. The Debtors tapped SULLIVAN & CROMWELL LLP as general bankruptcy counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP, as bankruptcy co-counsel; D.R. PAYNE & ASSOCIATES, INC., as restructuring advisor; PJT PARTNERS, as financial advisor; and PRIME CLERK LLC, as claims agent. ASSUREDPARTNERS INC: S&P Affirms 'B' ICR, Outlook Stable -------------------------------------------------------- S&P Global Ratings said it affirmed its 'B' long-term issuer credit rating on AssuredPartners Inc. The outlook is stable. S&P said "At the same time, we affirmed our 'B' debt ratings on the company's $1.518 billion (including $250 million incremental term loan) first-lien term loan and $242.5 million revolver with a '3' recovery rating, indicating our expectation of meaningful (50%) recovery in the event of a default. We have also affirmed our 'CCC+' debt ratings on the company's $500 million senior notes, with a '6' recovery rating, indicating our expectation for negligible (0%) recovery in the event of a default." The affirmation reflects AssuredPartners' sound business fundamentals and our view that credit protection metrics will remain consistent with expectations following the transaction. S&P said, "We do not expect the debt issuance to impair its overall financial risk profile. We expect AssuredPartners to use proceeds from the add-on to finance planned acquisitions and repay approximately $15 million of borrowings on its revolver. We expect leverage as of year-end 2017 pro-forma for both the incremental debt and the earnings from acquisitions earmarked with this debt to be about 7.1x, essentially leverage neutral from leverage at year-end 2017 (pre-debt financing and including annualized EBITDA from deals closed only through year-end)." The company intends to achieve moderate interest cost savings on the first-lien term loan, with pricing improving by approximately 50 basis points from its current level of LIBOR plus 3.5%. Overall, S&P expects AssuredPartners' key credit metrics to remain supportive of the current ratings. S&P said, "The stable outlook on AssuredPartners reflects our expectations that the company's credit metrics will show very limited change over the next 12 months (perhaps with some modest deleveraging) due to improved cash flow from increased operational scale. We expect very modest organic growth and for acquisitions to support top-line development, albeit to a lesser extent than in previous years. The outlook also reflects revenue growth of 18%-23% and EBITDA margins of 27%-29%, resulting in an adjusted debt-to-EBITDA ratio of 6.5x–7.5x, a funds from operations-to-debt ratio of 6%-8%, and EBITDA interest coverage of 2x–2.5x (pro forma for mergers and acquisitions [M&A]) in 2017-2018. "We could revise our competitive assessment of the company to weak and lower our rating in the next 12 months if organic growth or cash flow generation deteriorates, indicating strained strategic execution and an increased risk of higher-than-expected financial leverage and weaker-than-expected EBITDA coverage, such as adjusted financial leverage above 8x and EBITDA coverage below 2x (pro forma for M&A). "Although unlikely in the next 12 months, we could raise the ratings if cash-flow generation improves with financial leverage and EBITDA coverage reflecting sustained more-conservative levels (financial leverage of less than 5x and EBITDA coverage of 3.5x-4x). "We have updated our recovery analysis on AssuredPartners following the $250 million add-on to first-lien debt and repricing. We are affirming our 'B' debt ratings on the company's revolver and first-lien debt with recovery remaining at '3' (50%) from '3' (55%). We are also affirming our 'CCC+' issue ratings on the company's senior notes with recovery ratings unchanged at '6' (0%). "We have valued the company on a going-concern basis using a 6x multiple of our projected emergence EBITDA. "Our simulated default scenario contemplates a default in 2021 reflecting intense competition in the brokerage marketplace resulting in significantly lower commissions and margins. We believe that, if the company were to default, it would offer greater value through reorganization than liquidation." -- Emergence EBITDA: $159 million -- Multiple: 6x -- Gross recovery value: $955 million -- Net recovery value (after 5% administrative expenses): $908 million -- Obligor/non-obligor split: 100%/0% -- Estimated first-lien claims: $1.687 billion -- Value available for first-lien claims: $908 million -- Recovery: 50% -- Estimated second-lien claims: $1.297 billion -- Value available to second-lien claims: $0 -- Recovery: 0% Note: All debt includes six months of prepetition interest. ATIF INC: Confirmation Hearing on Committee's Plan Set for April 24 ------------------------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida conditionally approved the disclosure statement filed by the Creditor's Committee for Debtor ATIF, Inc. fdba Attorney's Title Insurance Fund, Inc. Any written objections to the Disclosure Statement must be filed with the Court and served on the Local 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 April 24, 2018 at 10:30 am in Tampa, FL - Courtroom 9A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Parties in interest must submit their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. Objections to confirmation must be filed with the Court and served no later than seven days before the date of the Confirmation Hearing. About ATIF Inc. ATIF, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-01712) on March 2, 2017. The petition was signed by Gerard A. McHale, its chief executive officer. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $10 million to $50 million. Michael C. Markham, Esq., at Johnson, Pope, Bokor, Ruppel & Burns LLP serves as the Debtor's legal counsel. The Debtor hired Buell & Elligett, P.A. as its special counsel. On April 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Messana, P.A. as its bankruptcy counsel; and Becker & Poliakoff, P.A. as its special counsel. AUGUSTUS ENERGY: Taps JND Corporate as Claims and Noticing Agent ---------------------------------------------------------------- Augustus Energy Resources, LLC, received approval from the U.S. Bankruptcy Court for the District of Delaware to hire JND Corporate Restructuring as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Debtor's Chapter 11 case. Prior to the petition date, the Debtor provided JND a retainer in the sum of $5,000. Travis Vandell, chief executive officer of JND, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Travis Vandell JND Corporate Restructuring 8269 E. 23rd Avenue, Suite 275 Denver, CO 80238 Phone: 855-812-6112 E-mail: travis.vandell@jndla.com restructuring@jndla.com About Augustus Energy Augustus Energy Resources, LLC, headquartered in Billings, Montana, is a privately-owned natural gas exploration, development and production company. The Company owns operating and non-operating working interests in approximately 1,575 natural gas wells in the eastern portion of the DJ Basin in eastern Colorado, primarily in Yuma County, as well as certain personal property including buildings, equipment, transportation equipment, machinery, gathering systems, compressors and a pipeline system. Augustus Resources is a Delaware limited liability company formed in 2013. Augustus Energy Resources filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 18-10580) on March 16, 2018. The case is pending before the Honorable Laurie Selber Silverstein. The Debtor estimated assets and liabilities of $10 million to $50 million. Davis Graham & Stubbs LLP is the Debtor's general bankruptcy counsel, with the engagement led by Christopher L. Richardson, Thomas C. Bell, and Kyler K. Burgi. Sullivan Hazeltine Allinson LLC is the local bankruptcy counsel, with the engagement led by partners William A. Hazeltine and William D. Sullivan. The Debtor tapped JND Corporate Restructuring as its claims and noticing agent. Vinson & Elkins LLP is counsel to Wells Fargo, N.A., as administrative agent and lender under the Senior Secured Credit Facility. BCML HOLDINGS: Taps Stellar International as Real Estate Broker --------------------------------------------------------------- BCML Holding LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire a real estate broker in connection with the sale of its residential condominiums in South Florida. The Debtor proposes to employ Stellar International Realty LLC to market some of its South Florida properties. The total brokerage fee payable at the closing of any sale of the properties is 6% of the gross purchase price, with 3% payable to any buyer's broker. Erik Wesoloski, a real estate broker employed with Stellar, disclosed in a court filing that he and his firm do not hold or represent any interests adverse to the Debtor and its estate. The firm can be reached through: Erik Wesoloski Stellar International Realty LLC 848 Brickell Avenue, Suite 302 Miami, FL 33131 Phone: +1 786-286-0956 About BCML Holding BCML Holding LLC owns in fee simple five condominium units in Miami and Aventura, Florida, with an aggregate appraisal value of $3.38 million. BCML Holding sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-11600) on Feb. 12, 2018. In the petition signed by Erik Wesoloski, Esq., attorney in fact, the Debtor disclosed $3.38 million in assets and $3.61 million in liabilities. Judge Erik P. Kimball presides over the case. Mancuso Law, P.A., is the Debtor's bankruptcy counsel. BE MY GUEST: April 9 Plan Confirmation Hearing ---------------------------------------------- Bankruptcy Judge Sean H. Lane issued an order approving Be My Guest, LLC's amended disclosure statement in connection with its amended reorganization plan dated Feb. 2, 2018. A hearing to consider confirmation of the Plan will be held on April 17, 2018 at 10:00 a.m. Any objections to confirmation of the Plan must be in writing and filed and served on or before April 9, 2018 at 5:00 p.m. The Troubled Company Reporter previously reported that under the plan, unsecured creditors will be paid not less than 10% of the allowed amount of their claims. A full-text copy of the amended disclosure statement is available for free at: http://bankrupt.com/misc/nysb17-10692-106.pdf About Be My Guest Be My Guest, LLC was formed for the purpose of assuming a certain lease for commercial premises located at 14 East 58th Street, New York, and thereafter, developing and operating a first class restaurant at the premises. Lucy Balan, who holds a 50% membership interest in the Company, serves as its manager. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10692) on March 22, 2017. Ms. Balan signed the petition. At the time of the filing, the Debtor estimated assets of less than $1 million and estimated liabilities of $1 million to $10 million. Judge Sean H. Lane presides over the case. Douglas J. Pick, Esq. at Pick & Zabicki LLP represents the Debtor as bankruptcy counsel. Citrin Cooperman & Company, LLP is the Debtor's accountant. The Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization on May 16, 2017. BILL BARRETT: Common Stock Delisted from NYSE --------------------------------------------- Peter Elkins, New York Stock Exchange LLC's lead analyst, filed a Form 25 with the Securities and Exchange Commission notifying the removal from listing or registration of Bill Barrett Corp.'s common stock on the Exchange. About Bill Barrett Bill Barrett Corporation (NYSE: BBG), headquartered in Denver, Colorado -- http://www.billbarrettcorp.com/-- is an independent energy company that develops, acquires and explores for oil and natural gas resources. All of its assets and operations are located in the Rocky Mountain region of the United States. Bill Barrett reported a net loss of $138.22 million in 2017, a net loss of $170.4 million in 2016 and a net loss of $487.77 million in 2015. As of Dec. 31, 2017, Bill Barrett had $1.39 billion in total assets, $792.2 million in total liabilities and $598.6 million in total stockholders' equity. * * * In April 2017, Moody's Investors Service upgraded Bill Barrett's Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and its existing senior unsecured notes' ratings to 'Caa2' from 'Caa3'. "The upgrade of Bill Barrett's ratings is driven by the reduction of default risk supported by the company's large cash balance and improved debt maturity profile," said Prateek Reddy, Moody's lead analyst. "The company's credit metrics are likely to soften in 2017 because of the roll off of higher priced hedges, but the metrics should strengthen along with production growth in 2018." BLACK SQUARE: Taps Beaugureau Hancock as Special Counsel -------------------------------------------------------- Black Square Financial, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Beaugureau, Hancock, Stoll & Schwartz, P.C. as special counsel. The firm will help the Debtor obtain court approval for its purchases of structured settlement agreements that originated in Arizona and to ensure that each purchase complies with state law. Beaugureau will be paid a flat fee of $2,000 per court appearance, plus costs. If approval of a structured settlement agreement is not obtained after the initial court appearance and the firm is required to make a second appearance related to the same matter, the firm will charge the Debtor an additional flat fee of $300 for such appearances. Amy Schwartz, Esq., a partner at Beaugureau, disclosed in a court filing that no attorney in her firm has any connection with the Debtor's creditors. Beaugureau can be reached through: Amy Schwartz, Esq. Beaugureau, Hancock, Stoll & Schwartz, P.C. 302 E. Coronado Road Phoenix, AZ 85004 Phone: (602) 956-4438 Fax: (602) 957-6935 Email: firm@bhsslaw.com About Black Square Financial Headquartered in Coral Springs, Florida, Black Square Financial, LLC is a structured settlement firm that provides liquidity to its clients by purchasing their right to receive future installment payments awarded pursuant to a settlement agreement, or in the case of clients that have previously purchased an annuity plan, the right to receive future annual disbursements paid to the clients pursuant to the annuity plan. Black Square Financial filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-23562) on Nov. 8, 2017, estimating assets of less than $500,000 and liabilities of less than $1 million. Judge John K. Olson presides over the case. Philip J. Landau, Esq., at Shraiberg Landau & Page PA, is the Debtor's bankruptcy counsel. The Mack Law Group, P.C., and Eason and Tambornini, ALC, serve as special counsel to the Debtor. On Jan. 4, 2018, the Debtor filed its proposed Chapter 11 plan of reorganization. BLUE BEE: Wants to Continue Using Cash Collateral Through July 21 ----------------------------------------------------------------- Blue Bee, Inc., doing business as ANGL, requests the U.S. Bankruptcy Court for the Central District of California for authority to use cash collateral in accordance with its operating budget. A further hearing to consider the continued use of cash collateral will be held on April 5, 2018 at 8:30 a.m. Pursuant to the Sixth Cash Collateral Order, the Debtor's authority to use cash collateral will expire on April 21, 2018. Accordingly, the Debtor seeks the Court's authority to continue using cash collateral in accordance with its operating budget for the 13-week period from April 22, 2018 through and including July 21, 2018. The proposed operating budget provides total estimated cash disbursements of approximately $887,427 during the 13-week period. The Debtor requires the use of cash collateral to pay (i) all of its normal and ordinary operating expenses (such as payroll, rent, utilities, insurance, and payments to vendors) as they come due in the ordinary course of its business and to purchase new inventory to replenish merchandise that is sold to customers at the Debtor's Operating Retail Stores, and (ii) all quarterly fees owing to the Office of the U.S. Trustee and all expenses owing to the Clerk of the Bankruptcy Court. As of the Petition Date, the Debtor had cash on hand of approximately $93,000. The Debtor anticipates that the amount of cash it will have on hand as of April 22, 2018 will be approximately $118,193. The Debtor is the borrower under a U.S. Small Business Administration loan with Pacific City Bank. The Debtor is currently indebted to the Bank in the amount of approximately $1,180,000 under the SBA Loan. Pacific City Bank asserts a lien against substantially all of the assets of the Debtor and Angl, Inc. The SBA Loan was also secured by a lien against a Malibu, California residence previously owned by the Debtor's principals, Mr. and Mrs. Kim. Recently, the Malibu residence was sold to a third party purchaser, from which sale Pacific City Bank received a payment of $600,000, thereby reducing the outstanding balance of the SBA Loan to approximately $1,180,000. Prior to the Petition Date, the Debtor also obtained a secured loan in the amount of $6,000 from Fashblvd., Inc. Flashblvd asserts a lien against substantially all of the assets of the Debtor. While the California State Board Of Equalization has one active state tax lien. The Debtor believes that the amount owed to SBOE which is secured by the foregoing tax lien is $24,160. The Debtor believes that the Pacific City Bank, Fashblvd., Inc., and the California State Board of Equalization are the only parties that may potentially have a perfected security interest in the Debtor's cash. The Debtor submits that the value of such Secured Creditors' interests in the Debtor's cash collateral will be adequately protected by a substantial equity cushion. The Debtor anticipates that, as of April 22, 2018 (the beginning date of the proposed new Budget), it will be holding cash on hand of approximately $118,193, security deposits totaling approximately $53,215, inventory valued at approximately $2,625,000 (at cost), and FF&E with an estimated fair market value of approximately $650,000. Accordingly, the Debtor believes that the aggregate value of its assets as of April 22, 2018 is estimated to be $3,446,408, while that the total amount currently owed to its Secured Creditors is only approximately $1,210,160, which is far in excess of the 20% equity cushion constituting clear adequate protection of Secured Creditors' interest in the cash collateral. Additionally, the Debtor submits that the value of the Secured Creditors' interest in the cash collateral will be adequately protected by, among other things, the maintenance and continued operation of the Debtor's business. By doing so, the Debtor will be able to, among other things, maximize the value of its inventory and generate as much revenue as possible from the sale of such inventory. Likewise, the Debtor asserts that the use of cash collateral is critical to its ability to implement an effective reorganization strategy for the benefit of all creditors. The Debtor anticipates filing a Plan and disclosure statement in this case by June, 2018 and pursuing Court approval of the disclosure statement and confirmation of the Plan immediately thereafter. Therefore, the period covered by the Budget, April 22, 2018 to July 21, 2018) represents a highly critical period in the Debtor's case. Such that, if the Debtor is not permitted to use cash collateral during this period the Debtor will be forced to immediately halt all business operations, which will significantly and negatively impact the value of its business and assets, as well as the Debtor's ability to successfully reorganize. In addition to the forms of adequate protection discussed above, the Debtor also proposes to provide its Secured Creditors with replacement liens and security interests against the Debtor's post-petition assets, with such replacement liens to have the same extent, validity, and priority as the prepetition liens held by such Secured Creditors against the Debtor's assets. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/cacb16-23836-313.pdf About Blue Bee Headquartered near downtown Los Angeles, California in Vernon, California, Blue Bee, Inc., doing business as ANGL, is a retailer doing business under the "ANGL" brand offering stylish and contemporary women's clothing at reasonable prices to its fashion-savvy customers. As of Oct. 19, 2016, Blue Bee owns and operates 21 retail stores located primarily in shopping malls throughout the state of California. Founders Jeff Sunghak Kim and his wife, Young Ae Kim, continue to be actively involved in Blue Bee's business operations as the President and Secretary of the Company, respectively. Blue Bee filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-23836) on Oct. 19, 2016. Jeff Sungkak Kim, its president, signed the petition. The Debtor estimated assets and liabilities at $1 million to $10 million. Judge Sandra R. Klein is the case judge. The Debtor is represented by Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill LLP. BLUE DIAMOND: Taps Keller Williams as Real Estate Broker -------------------------------------------------------- Blue Diamond, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to hire a real estate broker. The Debtor proposes to employ Keller Williams Realty Eastern Panhandle to market and sell six parcels of property it owns, which are located in West Virginia. Each of the properties is subject to a lien in favor of United Bank. It is anticipated that the disposition of proceeds from the sales will be primarily used to reduce secured debt to the bank, according to court filings. Keller Williams will get a 6% commission for its services. Natalie Hoffmann, the realtor employed with Keller Williams who will be providing the services, disclosed in a court filing that she does not hold any interests adverse to the Debtor or its estate. The firm can be reached through: Natalie J. Hoffmann Keller Williams Realty Eastern Panhandle 105 Tavern Road, Suite 1 Martinsburg, WV 25403 Phone: 304-901-4886 / 304-901-4886 Fax: 304-901-4065 About Blue Diamond Blue Diamond LLC, based in Martinsburg, WV, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-01234) on Dec. 20, 2017. In the petition signed by James Hutzler, Jr., member/manager, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Patrick M. Flatley presides over the case. The Debtor hired Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, as its bankruptcy counsel; and William C.Brewer, Esq., at Brewer & Giggenbach, PLLC, as its special counsel. BLUEGREENPISTA: Court Approves Trustee's Proposed Disclosures ------------------------------------------------------------- Judge Frederick E. Clement of the U.S. Bankruptcy Court for the Eastern District of California approved the Chapter 11 trustee's disclosure statement to accompany the chapter 11 plan, dated Jan. 25, 2018, for Debtor Bluegreenpista Enterprises, Inc. The time fixed for acceptances or rejections of the plan is no later than April 19, 2018. Objections to confirmation of the plan may be filed no later than April 26, 2018. A confirmation hearing will commence on May 30, 2018 at 1:30 p.m. at the Department A, Courtroom 11, Fifth Floor, United States Courthouse, 2500 Tulare Street, Fresno, California. The Troubled Company Reporter previously reported that under the liquidating plan, creditors holding Class 8 general unsecured claims will receive a cash payment in full with interest at the federal judgment rate within 90 days of the effective date of the plan. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/caeb15-12827-778.pdf About Bluegreenpista Enterprises Bluegreenpista Enterprises, Inc. owned and operated a 152-acre pistachio farm in Bakersfield, California. Headquartered in Newark, California, Bluegreenpista Enterprises filed for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No. 15-12827) on July 18, 2015, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Pinder Singh, president. Judge Fredrick E. Clement presides over the case. The Debtor hired The Turoci Firm Inc. as its bankruptcy counsel. On Dec. 29, 2015, Randell Parker was appointed Chapter 11 trustee. The trustee hired the Law Office of Trudi G. Manfredo as his legal counsel. BNEVMA LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: BNEVMA, LLC 7756 Nemec Dr. S West Palm Beach, FL 33406 Business Description: BNEVMA, LLC, a real estate lessor, is the fee simple owner of 14 real estate properties (consisting of condominium units and townhouses) in Wellington, Palm Beach Gardens, Boynton Beach, Lake Forth, Boca Raton, North Palm Beach, Royal Palm Beach, Florida having an aggregate value of $2.71 million. Chapter 11 Petition Date: March 23, 2018 Case No.: 18-13392 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Paul G. Hyman, Jr. Debtor's Counsel: Aaron A Wernick, Esq. FURR & COHEN 2255 Glades Rd # 337W Boca Raton, FL 33431 Tel: (561) 395-0500 Fax : (561) 338-7532 E-mail: awernick@furrcohen.com Total Assets: $2.71 million Total Liabilities: $4.01 million The petition was signed by Nermine Hanna, manager. A full-text copy of the petition, along with a list of the Debtor's 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flsb18-13392.pdf BODLEY INVESTMENTS: Plan Outline Okayed, Plan Hearing on April 25 ----------------------------------------------------------------- Bodley Investments, LLC, is now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of its plan of reorganization. Judge Dana Rasure of the U.S. Bankruptcy Court for the Northern District of Oklahoma gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." The order set an April 19 deadline for creditors to file their objections and submit ballots of acceptance or rejection of the plan. A court hearing to consider confirmation of the plan is scheduled for April 25, at 10:30 a.m. The hearing will take place at Courtroom 1, The Federal Building. About Bodley Group Bodley Group, LLC, is a venture capital firm specializing direct and fund of funds investments. Based in Skiatook, Oklahoma, Boodley filed a Chapter 11 Petition (Bankr. N.D. Okla. Case No. 17-11722) on Aug. 28, 2017. The petition was signed by Scott Bodley, its member/manager. The Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Dana L. Rasure presides over the case. The Debtor is represented by Karen Carden Walsh at Riggs, Abney, Neal, Turpen, Orbison & Lewis are counsel. BOSTON HERALD: Sale/Abandonment of Miscellaneous Assets Approved ---------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware authorized Herald Media Holdings, Inc. and its affiliates to sell their miscellaneous assets: (i) a 2003 Mercedes Benz to an independent third-party automobile dealer; and (ii) a golf membership at the TPC Country Club and related membership deposit for an amount not less than $1,000; and to abandon the license to purchase season tickets for New England Patriots football games. The Debtors are authorized and directed to solicit bids for the Car from at least three dealers and sell the Car for the highest bid received. If no party purchases the TPC Membership on March 20, 2018, the Debtors are authorized to abandon the TPC Membership pursuant to Section 554(a) of the Bankruptcy Code. The Debtors will not sell, or otherwise transfer, the TPC Membership to any insider. All buyers will take the Miscellaneous Assets sold by the Debtors "as is, where is," without any representations or warranties from the Debtors as to the quality or fitness of such Miscellaneous Assets either their intended or any particular purpose, or their transferability, except as expressly agreed to in writing by the Debtors. Pursuant to Section 554(a) of the Bankruptcy Code, the Debtors are authorized to abandon any Miscellaneous Asset that the Debtors are for any reason, by their own determination, unable to sell, including but not limited to the Deposit and the Patriots Tickets. The terms and conditions of the Order will be immediately effective and enforceable upon entry. About Boston Herald Headquartered in Boston, Massachusetts, Boston Herald, Inc., Herald Interactive Inc., Herald Media, Inc. and Herald Media Holdings, Inc., collectively operate privately owned information and entertainment businesses consisting of the flagship newspaper, The Boston Herald, as well as a related website, internet radio station, and mobile applications. Herald Media Holdings, Inc., and three affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-12881) on Dec. 8, 2017. Herald Media reported total assets of $6.02 million and total liabilities of $31 million as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. Morris, Nichols, Arsht & Tunnell LLP, and Brown Rudnick LLP serve as the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. BOWMAN DAIRY: Auction of Personal Property by Schrader Approved --------------------------------------------------------------- James M. Carr of the U.S. Bankruptcy Court for the Southern District of Indiana authorized Bowman Dairy Farms, LLC's sale of machinery and equipment located at 2270 N. C.R. 900 East, Hagerstown, Indiana by public auction conducted by Schrader Real Estate and Auction Co., Inc. pursuant to the terms and conditions of the Personal Property Auction Agreement. A hearing was held by the Court on March 19, 2018. The Property will be sold free and clear of all liens, encumbrances, claims, and interests, with all such valid liens, encumbrances, claims, and interests attaching to the sale proceeds in the same order, priority, and validity that existed at the Petition Date, subject to all claims and defenses of the Debtor. Sections 363(f)(2) and 363(f)(4) of the Bankruptcy Code have been satisfied as they relate to any encumbrances, and the sale proceeds, net of the costs and expenses of the sale, will be held by the Debtor and distributed to the holders of valid liens according to their determined priority as agreed to by all interested parties, including the Debtor, or by further order of the Court. The Debtor is authorized to pay the costs and expenses of the sale, including the commission and expenses owed to Schrader, from the sale proceeds prior to any distribution to lien holders. The Order is effective immediately upon entry. About Bowman Dairy Farms Bowman Dairy Farms LLC owns a dairy farm in Hagerstown, Indiana. Bowman Dairy Farms filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-06475) on Aug. 27, 2017. In the petition signed by Trent N. Bowman, its member, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker Daniels LLP. BRANDENBURG FAMILY: $79K Sale of Frederick Condo Unit 15C Approved ------------------------------------------------------------------ Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland authorized The Brandenburg Family Limited Partnership's sale of the condominium unit known as 750 Heather Ridge Drive, Unit 15C, Frederick, Maryland to M.M. Shahabuddin Alam for $79,000. The sale is free and clear of liens, claims, encumbrances and interest, with such liens, claims, encumbrances and interests to be paid from the proceeds of sale at settlement in their order of priority (with all net sale proceeds being paid to the first lienholder, Shirley Geisler). About The Brandenburg Family Limited Partnership Based in Jefferson, Maryland, The Brandenburg Family Limited Partnership is a Maryland limited partnership that owns parcels of real property in both Maryland and Pennsylvania. The Brandenburg Family LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-11041) on Jan. 25, 2018. In the petition signed by Dwight C. Brandenburg, managing partner, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Thomas J. Catliota presides over the case. Mehlman, Greenblatt & Hare, LLC, is the Debtor's legal counsel. No creditors committee, trustee or examiner has been appointed in the case. BREAST CANCER INSTITUTE: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: Breast Cancer Institute, P.S.C. dba Advance Breast Center Plaza Miliangie Car. 14 Km. 72.2 Cavey, PR 00736 Business Description: Breast Cancer Institute, P.S.C. dba Advance Breast Center is healthcare company that provides breast imaging, mammography, diagnostic imaging, stereotactic biopsy, radiology services. The Company is based in Cavey, Puerto Rico. Chapter 11 Petition Date: March 22, 2018 Case No.: 18-01524 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Brian K. Tester Debtor's Counsel: Carmen D. Conde Torres, Esq. C. CONDE & ASSOC. 254 San Jose Street, 5th Floor San Juan, PR 00901-1523 Tel: 787-729-2900 Fax: 787-729-2203 E-mail: notices@condelaw.com condecarmen@condelaw.com Total Assets: $4.06 million Total Liabilities: $14.67 million The petition was signed by Vidal Rosario Leon, president. 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/prb18-01524.pdf BUANNO TRANSPORT: Seeks Approval to Use Key Bank Cash Collateral ---------------------------------------------------------------- Buanno Transport Company, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of New York to use cash collateral, as well as various pieces of equipment in which Key Bank maintains a security interest. The cash obtained from the collection of Debtor's receivables is used to pay the costs associated with the continued transportation of merchandise on behalf of Debtor's clients, which in turn will generate new receivables that will replace the receivables that have been collected. The cash generated from its receivables, which is the subject of Key Bank's security interest, is the only source of operating capital available to the Debtor at this time. Without the use of cash collateral, the Debtor will be unable to continue to operate its business. In 2008, 2012 and 2013, Debtor obtained various commercial loans from First Niagara Bank. The repayment of such loans was collateralized via the grant of a security interest in, among other things, the Debtor's accounts receivable and certain of the trucks and trailers owned by Debtor. The notes held by First Niagara Bank were assigned to Key Bank as a part of a merger between the two banks. The Debtor believes that the current balance due to Key Bank is approximately $1,250,000. The Debtor is prepared to provide adequate protection payments to Key Bank on a monthly basis for use of such Equipment equal to the monthly amount by which the Equipment will lose value, together with interest at the rate of 5% per year against the value of the Equipment as of the petition date. Key Bank will be granted a post-petition security interest in Debtor's accounts receivable, up to 110% of the amount of pre-petition accounts receivable, pursuant to the terms of the Stipulation and the proposed Interim Order. The Debtor notes that the level of its receivables has held steady over the course of the last couple of years and is highly unlikely to diminish prior to the filing of a proposed plan of reorganization. The Debtor has also agreed to pay to Key Bank an annual interest rate of 5% of the amount of the pre-petition accounts receivable on an annual basis in twelve equal monthly installments as and for adequate protection payments in connection with Debtor's use of cash collateral. Under the controlled process afforded by the protection of Chapter 11, the Debtor anticipates that it should be able to increase its business and generate additional income and assets that will ensure Key Bank maintains its current collateral position. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/nynb18-60283-22.pdf About Buanno Transport Company Buanno Transport Company, Inc., d/b/a BTA, is a privately held trucking company in Fultonville, New York. BTA filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 18-60283), on March 7, 2018. In the petition signed by Peter Buanno, president, the Debtor $100,000 to $500,000 in assets and $1 million to $10 million in estimated liabilities. The case is assigned to Judge Diane Davis. The Debtor is represented by Stephen J. Waite, Esq. of Waite & Associates, P.C. BUSINESS SOLUTIONS: May Use Cash Collateral on Interim Basis ------------------------------------------------------------ Judge Sandra R. Klein of the U.S. Bankruptcy Court for the Central District of California authorized Business Solutions Transport, Inc. to use cash collateral of secured creditors Commercial Credit Group and Peifer Trucking, Inc. on an interim basis pending a final hearing on the Motion in accordance with the budget/projected cash flow statement attached to the Motion. A final hearing on the Motion will be held on April 5, 2018 at 8:30 a.m. Any response will be filed with the Court and delivered to counsel for the Debtor, the U.S. Trustee, and each of the two secured creditors no later than April 2, 2018 at 12:00 p.m. Priority secured creditor Commercial Credit Group, Inc., will receive a replacement lien in the post-petition assets of debtor as to the same extent, type, and category of assets, and in the same priority as existing in the Debtor's assets prior to the bankruptcy filing. The Debtor will continue to stay current with all required payments to secured creditor Commercial Credit Group, Inc., as reflected in the preliminary budget submitted with the motion. The Debtor is required to provide both interested secured creditors with copies of pleadings, papers and reports filed with the Bankruptcy Court and any other non-privileged information reasonably requested by the secured creditors. A full-text copy of the Interim Order is available at: http://bankrupt.com/misc/cacb18-12637-34.pdf Business Solutions Transport, Inc., is represented by: Martin Fox, Esq. Edward D. Baker, Esq. BLEAU FOX, A P.L.C. 3575 Cahuenga Blvd. West, Suite 580 Los Angeles, California 90068 Telephone: (323) 874-8613 Facsimile: (323) 874-1234 E-mail: mfox@bleaufox.com ebaker@bleaufox.com BYUNG MOOK CHO: Can Reject Settlement Agreement with C. Lim, Y. Jun ------------------------------------------------------------------- Judge Michelle M. Harner of the U.S. Bankruptcy Court for the District of Maryland entered a judgment that Debtors Byung Mook Cho and the New Belvedere Cleaners, Inc. may reject the settlement agreement with plaintiffs Chong Ok Lim and Young Jun Jun. A debtor in possession may assume or reject an executory contract in a chapter 11 case. The U.S. Bankruptcy Code does not define the term "executory contract," and courts often struggle to determine executoriness under applicable case law. The dispute before the Court is no exception--the primary issue concerns the characterization of a prepetition settlement agreement as an executory contract, and the parties vehemently disagree regarding its executoriness. Although the Debtors dispute in the first instance that they are bound by the settlement agreement, the record suggests otherwise, requiring the Court to determine whether the Debtors may reject the settlement agreement as an executory contract under section 365 of the Code. Whether a contract is executory depends on the facts of the particular matter, the language of the subject agreement, and the consequences under applicable non-bankruptcy law of either party ceasing to perform any ongoing or remaining obligations under the contract. Here, the core purpose of the settlement agreement was to resolve the pending legal disputes between the parties, providing certainty and finality to each affected party. In exchange for the transfer of a certain business and a cash payment, the parties agreed to dismiss the litigation between them; the non-debtor parties agreed to dismiss, and to take certain other action in, related litigation involving a third party; and the parties agreed to refrain from disparaging each other and their respective businesses. Considering the totality of the circumstances and the core purpose of the settlement agreement, the Court determines that the settlement agreement is an executory contract and subject to rejection in the Debtors' chapter 11 cases. A copy of Judge Harner's Memorandum Opinion dated March 13, 2018 is available at: http://bankrupt.com/misc/mdb17-22057-65.pdf Byung Mook Cho sought Chapter 11 protection (Bankr. D. Md. Case No. 17-22057) on Sept. 8, 2017. Michael S. Myers, Esq., at SCARLETT, CROLL & MYERS, P.A., in Baltimore, Maryland, serves as counsel to the Debtor. CARL WEBER: Seeks May 18 Exclusive Plan Filing Period Extension --------------------------------------------------------------- Carl Weber Green Properties, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey to extend the Exclusive Filing Period to file its Chapter 11 Plan of Reorganization to conclude on May 18, 2018. Pursuant to section 1121(d) of the Bankruptcy Code, the Debtor's Exclusive Filing Period to file its Chapter 11 Plan of Reorganization is set to expire on March 19, 2018. CWG is currently preparing its Chapter 11 Plan of Reorganization and Disclosure Statement for its reorganization. The Debtor contends that the delay in preparing and filing the plan has been caused by the delay in approval of the Debtor's application to retain counsel. Furthermore, the Debtor is still involved in a contested adversary proceeding the outcome of which will have a material impact on any plan filed by the Debtor. 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. CARLSTAR GROUP: Moody's Alters Outlook to Stable & Affirms B3 CFR ----------------------------------------------------------------- Moody's Investors Service changed the rating outlook for The Carlstar Group LLC ("Carlstar") to stable from negative. Moody's affirmed the company's B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating, and the Caa1 rating for the company's senior secured notes due 2019. "The change in outlook to stable from negative is driven by Moody's assumption that Carlstar's much improved credit metrics will allow the company to address its December 2019 debt maturity before becoming current and on favorable economic terms," said Andrew MacDonald, Moody's lead analyst. Moody's affirmed the following ratings: Issuer: The Carlstar Group LLC Corporate Family Rating at B3 Probability of Default Rating at B3-PD $147.3 Million Senior Secured Notes due 2019 at Caa1 (LGD5 from LGD4) Outlook, Changed to Stable from Negative RATINGS RATIONALE Carlstar's B3 CFR incorporates the company's exposure to cyclical end markets, like agriculture, outdoor power equipment and power sports, and the associated volatility in earnings, such as that which occured in 2016, when leverage rapidly increased to exceed 10 times (Moody's adjusted). The company's credit metrics have since rebounded sharply to levels more appropriate for the B3 rating with Moody's adjusted debt-to-EBITDA of 5.1 times at December 31, 2017. The rating also reflects Carlstar's small scale, narrow focus on specialty tires and wheels, geographic concentration within North America, and the meaningful exposure to volatile raw material cost inputs. Also, the company has repurchased $102.6 million of secured notes ($250 million initial issuance) with a combination of $29.5 million in ABL drawings and $62.5 million of cash since mid-2016 and additional future purchases could be cumulatively deemed a distressed exchange, an event of default per Moody's definition of default. The rating is supported by the company's adequate liquidity profile, including availability on its recently upsized and extended $130 million asset-based-lending facility, a strong brand reputation, and favorable end market diversification. The stable outlook reflects Moody's expectation that the rebound in Carlstar's end markets will be sustained and supports moderate top-line growth at stable margins. This level of operating performance will reduce leverage such that the company can address its December 2019 debt maturity before becoming current. Ratings could be downgraded if weakening end market demand impacts revenue and earnings growth and/or negative free cash flow generation or a material weakening in liquidity is expected. Ratings could also be downgraded if the company purchases additional senior secured notes at steep discounts to par value in the open market. Ratings could be upgraded if demand for Carlstar's products from end markets improves, debt--to-EBITDA is sustained below 6 times and EBITA-to-interest expense is sustained above 1 time. Maintenance of good liquidity will also be required for the ratings to be upgraded. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Headquartered in Franklin, Tennessee, Carlstar is a global supplier of specialty tires and wheels for non-automotive applications (tires and wheels for riding lawn mowers, golf carts, farm equipment, boat/cargo/utility trailers, ATV's, etc.). Carlstar is privately owned by American Industrial Partners. The company reported revenue of $571 million for 2017. CAROLINA HOTEL: Seeks Access to Regions Bank Cash Collateral ------------------------------------------------------------ Carolina Hotel Investors -- Crabtree, LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of North Carolina for the use of Regions Bank's cash collateral. Crabtree needs to use cash collateral to fund day-to-day operations at its primary asset, the Holiday Inn, Raleigh (Crabtree Valley Mall), located at 4100 Glenwood Ave, Raleigh, North Carolina 27612 (the Hotel). Before the commencement of this case, Crabtree borrowed $9,800,000 from Regions Bank, which is secured pursuant to a Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement Securing Financial Advances. Crabtree negotiated with Regions Bank regarding the proposed use of cash collateral and the parties agreed to these terms: A. Crabtree may use cash collateral for the payment of ordinary third-party expenses (i.e., not for capital expenditures or for payments to insiders or affiliates of the debtor) during this bankruptcy case. B. Crabtree may use cash collateral for the payment of capital expenditures after written approval of Regions Bank. If such expenditures are, in Regions Bank's material discretion determined to be material, Regions Bank may require Crabtree to obtain approval of the Court before paying for such capital expenditures. However, Crabtree will not be precluded from incurring capital expenditures or paying for such capital expenditures to the extent that they are emergent and are material to the Hotel's operations or for the health and safety of guests or employees of the Hotel. C. Crabtree may not assert any claim under 11 U.S.C. Section 506(c) against Regions Bank or any of Regions Bank's collateral after the petition date. D. Crabtree will not use cash collateral to pay any pre-petition expense due and outstanding as of the petition date unless and except to the extent that, before the petition date, the debtor or the management company engaged to manage the Hotel had issued a check in payment of such pre-petition expense and payment under such check was pending on the petition date. E. Regions Bank will have replacement liens on Crabtree's post-petition assets that Regions Bank had before the commencement of these cases, including but not limited to cash and any receivables generated by post-petition operations of the Hotel. F. Crabtree will pay Regions Bank monthly interest payments, paid in arrears (the first monthly payment will be pro-rated, with interest beginning to accrue on the petition date), as adequate protection for the Debtor's use of Regions Bank's cash collateral. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/ncwb18-30414-9.pdf About Carolina Hotel Investors -- Crabtree Carolina Hotel Investors -- Crabtree, LLC is a privately held company in Charlotte, North Carolina that operates a hotel located at 4100 Glennwood Ave. Raleigh, NC 27612. Carolina Hotel Investors filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 18-30414), on March 14, 2018. In the petition signed by Neil Kapadia, member, the Debtor estimated both assets and liabilities at $10 million to $50 million each. The case is assigned to Judge Craig J. Whitley. The Debtor is represented by Bradley E. Pearce, Esq. at Pearce Law PLLC. CAROLINA HOTEL: Taps Pearce Law as Legal Counsel ------------------------------------------------ Carolina Hotel Investors - Crabtree, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Pearce Law PLLC as its legal counsel. The firm will advise the Debtor regarding bankruptcy-related issues that may arise in the administration of its affairs; assist in the preparation of a plan of reorganization; evaluate and prosecute claims; and provide other legal services related to its Chapter 11 case. The firm charges an hourly fee of $400 for its services. Pearce does not hold or represent any interest adverse to the Debtor, according to court filings. The firm can be reached through: Bradley E. Pearce, Esq. Pearce Law PLLC 401 N. Tryon Street, 10th Floor Charlotte, NC 28202 Phone: 704-910-6385 Fax: 704-870-0963 Email: brad@bepearcelaw.com About Carolina Hotel Investors Crabtree LLC Carolina Hotel Investors - Crabtree, LLC is a privately-held company in Charlotte, North Carolina, that operates a hotel located at 4100 Glennwood Avenue, Raleigh, North Carolina. Carolina Hotel Investors - Crabtree sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. N.C. Case No. 18-30414) on March 14, 2018. In the petition signed by Neil Kapadia, member, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Craig J. Whitley presides over the case. Pearce Law PLLC is the Debtor's bankruptcy counsel. CARRIE STEFANI: Klebash Buying Hoboken Condo Unit for $331K ----------------------------------------------------------- Carrie Stefani and Robert Phillips ask the U.S. Bankruptcy Court for the District of New Jersey to authorize them to (i) sell the real property known as 82 Jackson Street, Unit A-5, Hoboken, New Jersey to Brian Klebash for $331,000; and (ii) employ W. Mark O'Brien, Esq., as their special real estate counsel in connection with the sale of the Property. The Property is a condominium unit. Stefani acquired it by deed dated Oct. 31, 1997. The property is covered by a mortgage held by CitiMortgage, Inc; CitiMortgage has filed a proof of claim in the case, through which it assert that the amount of $89,857 was due on account of the mortgage loan as of the commencement of the case. Upon information and belief, there are no other mortgages or judgments covering the Property. Since the commencement of the case, the Property has remained vacant. In October 2017, the Court authorized the Debtors to employ Renee Condon of Keller Williams City Life Realty as their real estate broker, for the purpose of arranging a sale of the Property. In approximately February 2018, with the assistance of Ms. Condon, the Debtors obtained a Contract for the sale of the Property to the Buyer for the price of $331,000. The parties entered into the Contract and Rider for the sale and purchase of the Property. The contract includes a mortgage contingency, and paragraph 37 of the Rider makes the contract subject to the Court's approval. The Broker's Price Opinion dated March 2018, indicates that the value of the Property is approximately $335,000. The Buyer has no prior relationship with the Debtors or their professionals. The parties negotiated the contract at arm's-length. The Debtors do not ask to sell the Property free and clear of any lien, claim or interest. They propose to pay and satisfy all valid liens, claims or encumbrances (if any) at the closing. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Carrie_Stefani_101_Sales.pdf The Debtors ask to sell the Property so they can realize cash with which they can fund a Plan of Reorganization. They intend to utilize the purchase money to satisfy CitiMortgage's secured claim and pay all other ordinary closing costs and expenses, including legal fees, broker's commissions, real estate taxes and other municipal charges, realty transfer fees and recording costs. The Debtors propose to hold any remaining funds for the purpose of funding a plan of reorganization. Upon information and belief, no judgments encumber the Property; the only judgments referenced on the title search favor the City of Hoboken and/or its agents. The Debtors settled, paid and satisfied these judgments pursuant to the Court's order June 2, 2017 Consent Order Resolving Claims of the City of Hoboken. The Debtors also request authorization for their employment of special real estate counsel in connection with the proposed sale, and authority to pay at closing special real estate counsel's fees and the real estate broker's commission. They ask authority to employ W. Mark O'Brien, Esq. as their special real estate counsel in connection with the sale of the Property, and to pay the special counsel's legal fee at closing. Mr. O'Brien will ask a flat fee for his legal service connected to the proposed sale of $1,750. The Debtors respectfully submit that the fee requested is reasonable in light of the complexity of the matter, and that special counsel's service in this matter was necessary for the timely and orderly sale. Submitted simultaneously with the Motion is the Debtors' Application to retain special counsel and Mr. O'Brien's certification. They also ask authority to pay the Real Estate Broker a commission of up to 5%, based on the $331,000 contract sales price, at the closing. They respectfully submit that the service of the Broker was necessary for the timely and orderly sale, and that the commission sought is reasonable in light of compensation customarily sought by brokers in this jurisdiction. Further, the Debtors and the Broker informed the Court that the Broker intended to ask a 5% commission in the October 2017 Application for Retention of the Broker. The Debtors ask the Court to waive the 14-day stay under Fed. R. Bankr. P. 6004(h). The Purchaser is represented by: Daniel E. Serata, eSq. 322 - 48th Street Union City, NJ 07087 Telephone: (201) 884-1333 Facsimile: (201) 867-9259 E-mail: danserata@gmail.com Special Counsel for the Debtors: W. Mark O'Brien, Esq. FLOWERS & O'BRIEN, LLC 70 Adams Street, 4th Floor Hoboken,NJ 07030 Telephone: (201) 488-1644 Facsimile: (201) 488-3330 E-mail: mobrien@fnolaw.com Carrie Stefani and Robert Phillips sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-17255) on April 10, 2017. The Debtors tapped John O'Boyle, Esq., at Norgaard O'Boyle, as counsel. CATHEDRAL HILL: Taps Hospitality Services as Broker --------------------------------------------------- Cathedral Hill Hospitality, Inc. received approval from the U.S. Bankruptcy Court for the District of Minnesota to hire Hospitality Services Corporation as its broker. HSC will assist the Debtor in connection with the sale of its restaurant. The firm will get 10% of the purchase price or $10,000, whichever is greater. Jerry Vlaminck, a broker employed with HSC, disclosed in a court filing that he and his firm do not hold or represent any interests adverse to the Debtor. HSC can be reached through: Jerry Vlaminck Hospitality Services Corporation 265 North River Street, Suite 101 P.O. Box 739 Delano, MN 55328 Toll-Free: 1-800-735-3512 Local: (763) 972-9077 Fax: (763) 972-9080 E-mail: info@hscbrokers.com About Cathedral Hill Hospitality Cathedral Hill Hospitality Inc., which conducts business under the name Fabulous Ferns Bar & Grill, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-32895) on Sept. 12, 2017, estimating assets and liabilities of less than $500,000. Judge William J. Fisher presides over the case. The Debtor hired Larkin Hoffman Daly & Lindgren Ltd. as its bankruptcy counsel, and Patrick Shaughnessy as its accountant. CEQUEL COMMUNICATIONS: S&P Rates $1.05BB Sr. Unsecured Notes 'B' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '5' recovery rating to Cequel Communications Holdings I LLC's proposed $1.05 billion unsecured notes due 2028. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; rounded estimate: 10%) recovery for lenders in the event of a payment default. S&P expects the company to use proceeds to pay down existing $1.05 billion unsecured notes due 2020. The 'B+' corporate credit rating on parent Altice USA Inc. is unaffected by this leverage-neutral transaction as we continue to expect debt to EBITDA to approach the low-5x area by the end of 2018 from about 5.8x currently. The positive outlook reflects the potential for a higher rating over the next year if the company successfully executes its cost-cutting strategy without losing market share relative to traditional competitors, while simultaneously engaging in a more disciplined financial policy such that leverage remain below 5.5x on a sustained basis. RECOVERY ANALYSIS -- S&P analyzes recovery prospects for Cablevision and Cequel separately as there are no cross-default provisions or cross-guarantees from either subsidiary and there is no excess value flowing in either direction, based on its assumptions. Key analytical factors -- S&P's simulated default scenario contemplates a default during 2022, primarily due to a decline in customer satisfaction stemming from aggressive cost-cutting measures combined with increased competition from streaming alternatives and satellite TV that result in heightened subscriber churn, in conjunction with elevated capital spending and a more aggressive financial policy. -- S&P assumes that Cequel would reorganize following a payment default and have valued the company at 7x expected emergence-level EBITDA to determine debtholders' recovery prospects. The 7x multiple is at the high end of the 5x-7x range S&P ascribes to cable TV providers given Cequel's incumbent market position, with limited fiber competition in its markets and higher profit margins than those of its peers. -- Other key assumptions at default include: The $350 million revolver is 85% drawn; LIBOR rises to 2.5%; and all debt includes six months of prepetition interest. Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA at emergence: $700 million -- EBITDA multiple: 7x Simplified waterfall -- Net emergence value (after 5% administrative costs): $4.65 billion -- Valuation split in % (obligors/nonobligors): 100/0 -- Collateral value available to secured creditors: $4.65 billion -- Secured first-lien debt: $4.2 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Total value available to unsecured claims: $447 million -- Senior unsecured debt and pari passu claims: $3.01 billion --Recovery expectations: 10%-30% (rounded estimate: 10%) RATINGS LIST Altice USA Inc. Corporate Credit Rating B+/Positive/-- New Rating Cequel Communications Holdings I LLC Cequel Capital Corp. Senior Unsecured $1.05 bil. notes due 2028 B Recovery Rating 5(10%) CHARMING CHARLIE: Proceeds of DIP, Exit Facilities to Fund Plan --------------------------------------------------------------- Charming Charlie Holdings Inc. and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware their third amended joint chapter 11 plan of reorganization dated March 13, 2018. The third amended plan states that on the Effective Date, Reorganized HoldCo and the Holders Allowed Prepetition Term Loan Claims and Allowed DIP Term Loan Facility Claims may enter into the Stockholders Agreement with respect to the New Equity in substantially the form included in the Plan Supplement. The Stockholders Agreement, if any, will be deemed to be valid, binding, and enforceable in accordance with its terms, and each holder of New Equity will be bound thereby, in each case without the need for execution by any party thereto other than Reorganized HoldCo. The Debtors will fund distributions under the Plan, with (a) Cash on hand, including cash from operations and the proceeds of the DIP Facilities, (b) the proceeds of the Exit Facilities, and (c) the New Equity, including the GUC Rights. Cash payments to be made pursuant to the Plan will be made by the Reorganized Debtors. The Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Reorganized Debtors to satisfy their obligations under the Plan. A copy of the Third Amended Plan is available at: http://bankrupt.com/misc/deb17-12906-517.pdf About Charming Charlie Holdings Charming Charlie -- http://www.CharmingCharlie.com/-- is a Houston-based specialty retailer focused on fashion jewelry, handbags, apparel, gifts and beauty products, and operates 274 stores in the United States and Canada. Charming Charlie Holdings Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11, 2017. Charming Charlie estimated assets of $50 million to $100 million and debt of $100 million to $500 million. Kirkland & Ellis LLP is serving as the Company's legal counsel, AlixPartners LLP is serving as its restructuring advisor, and Guggenheim Securities, LLC is serving as its investment banker. Klehr Harrison Harvey Branzburg LLP is the Company's local counsel. Rust Consulting/OMNI Bankruptcy is the claims and noticing agent. Joele Frank, Wilkinson Brimmer Katcher is the Company's communications consultant. A&G Realty Partners, LLC's the Company's real estate advisors. Hilco Merchant Resources LLC is the Company's exclusive agent. CIT GROUP: DBRS Gives BB(high) Ratings on 2 Sr. Note Tranches ------------------------------------------------------------- DBRS, Inc. assigned a rating of BB (high) to the $500 million 4.125% Senior Notes due March 2021, and the $500 million 5.25% Senior Notes due March 2025 (the Senior Notes) issued by CIT Group Inc. (CIT or the Company). DBRS has also assigned a rating of BB to the $400 million 6.125% Subordinated Notes (the Subordinated Notes) due March 2028. The trend on the Senior Notes, as well as the Subordinated Notes is Stable. Net proceeds from the issuance of the Senior Notes will be used to retire outstanding indebtedness of the Company, as well as for general corporate purposes. Net proceeds from the issuance of the Subordinated Notes will be used for general corporate purposes, including returning capital to the Company's shareholders. RATING DRIVERS Further progress in the evolution of the franchise to a commercial bank for the U.S. middle market that is accompanied by consistent loan growth, as well as by sustained improvement in earnings could result in upward ratings pressure. Continued progress in expanding the contribution of funding from deposits, while improving the overall quality of the deposit base would also be viewed favorably. Conversely, a prolonged deterioration in operating results; particularly if indicative of an excessive risk appetite or weakness in risk management could result in ratings being pressured. Further, sustained outflows of deposits resulting in a reversal of the improvement in the funding profile, or an aggressive return of capital or an acquisition considered outside CIT's commercial lending focus could also lead to ratings being lowered. CLAIRE'S STORES: March 27 Meeting Set to Form Creditors' Panel -------------------------------------------------------------- The United States Trustee for Region 3 will hold an organizational meeting on March 27, 2018, at 10:00 a.m. in the bankruptcy cases of Claire's Stores Inc., et al. The meeting will be held at: The Doubletree Hotel 700 King Street 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 Claire's Stores About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. The Hon. Brendan Linehan Shannon is the case judge. Weil, Gotshal & Manges LLP, is the Debtors' counsel, with the engagement led by Ray C. Schrock, P.C., Matthew S. Barr, and Ryan Preston Dahl. Richards, Layton & Finger, P.A., is the local counsel, with the engagement led by Zachary I. Shapiro, Brendan J. Schlauch, Brett M. Haywood, and Daniel J. DeFranceschi, Esq. FTI Consulting is the Debtors' restructuring advisors. Lazard Freres & Co. LLC is the investment banker. Prime Clerk is the claims agent. COLLISION EXPRESS: Court Denies Interim Use of Cash Collateral -------------------------------------------------------------- Judge H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas has entered an order denying the Motion for Interim Approval of Use of Cash Collateral filed by Collision Express Holdings, L.P., without prejudice to the Debtor seeking use of cash collateral on an interim or final basis. Having considered the Motion, the evidence, the record in Collision Express Holdings' bankruptcy case, and the statements and arguments of counsel, the Court finds that the Debtor failed to show immediate and irreparable harm to its estate that would justify use of cash collateral on an interim basis. About Collision Express Holdings Collision Express Holdings, L.P., a Texas limited partnership, owns in fee simple a land and building commonly known as 23266 Northwest Freeway, Cypress, Texas, having an appraised value of $3.75 million. It previously sought bankruptcy protection on March 1, 2011 (Bankr. S.D. Tex. Case No. 11-31947). Collision Express Holdings filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-30356) on March 5, 2018. In the petition signed by Greg Eckelkamp, sole member, the Debtor disclosed $3.77 million in total assets and $2.61 million in total liabilities. Judge Christopher H. Mott presides over the case. The Debtor's counsel is E.P. Bud Kirk, Esq. COOLTRADE INC: CEO Taps Larry B. Betts as Accountant ---------------------------------------------------- Cooltrade Inc.'s chief executive officer seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire an accountant in connection with his Chapter 11 case. Edward Barsano, whose bankruptcy case is jointly administered with that of the company, proposes to employ Larry B. Betts, CPA P.C. to prepare tax returns and financial statements. The firm will be paid a flat fee of $750 per tax year. Larry Betts, a certified public accountant, disclosed in a court filing that he and his firm do not hold or represent any interests adverse to the interests of Mr. Barsano. The firm can be reached through: Larry B. Betts Larry B. Betts, CPA P.C. 7220 N. 16th Street, Suite F Phoenix, AZ 85020 Phone: (602) 772-2177 About Cooltrade Inc. CoolTrade, Inc. -- http://www.cool-trade.org/-- is the creator of the CoolTrade system, a fully robotic stock trading technology. Released in 2004, CoolTrade has provided thousands with technology for online trading. The CoolTrade Robotic Automated Trader executes strategies 100% on its own. The CoolTrade platform was developed by former Microsoft programmer, Ed Barsano. CoolTrade has partnered with brokers such as TD Ameritrade, E-Trade, AutoShares, and Interactive Brokers. CoolTrade sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-11886) on Oct. 6, 2017. The case is jointly administered with that of Cooltrade CEO Edward Barsano and Jeanne Barsano (Bankr. D. Ariz. Case No. 17-11887). In the petition signed by Mr. Barsano, CoolTrade estimated assets of less than $50,000 and liabilities of $500 million to $1 billion. Judge Brenda K. Martin presides over the case. Kahn & Ahart PLLC, Bankruptcy Legal Center (TM) is CoolTrade's bankruptcy counsel. * * * On Jan. 31, 2018, CoolTrade and the Barsanos filed a disclosure statement, which explains their joint Chapter 11 plan of reorganization. CORE EDUCATION: Taps Getzler Henrich as Marketing Advisor --------------------------------------------------------- Core Education & Consulting Solutions Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Getzler, Henrich & Associates LLC as its marketing advisor. The services to be provided by the firm include advising the Debtor in the marketing of its business and assisting in identifying and soliciting offers from potential buyers. Getzler's hourly rates for investment banking services are: Principal/Managing Director $495 to $595 Director/Specialists $385 to $565 Associate Professionals $160 to $385 Investment banking fees, excluding out-of-pocket expenses, will be subject to a cap of $80,000. The firm will also be entitled to a "success fee," payable in cash, based on the consummation of a sale. The success fee will consist of $20,000, plus 15% of total consideration greater than $875,000. In the event a transaction is not consummated, the investment banking fees are non-refundable. The Debtor will also pay the firm a retainer in the sum of $15,000, which will be applied to the final bill. Getzler is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: William Henrich Getzler, Henrich & Associates LLC 295 Madison Avenue, 20th Floor New York, NY 10017 Phone: 212-697-2400 Fax: 212-697-4812 Email: whenrich@getzlerhenrich.com About Core Education and Consulting Solutions Inc. Core Education and Consulting Solutions Inc., based in Princeton, New Jersey, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-14992) on March 15, 2017. In its petition, the Debtor estimated $0 assets and $2.95 million in liabilities. The petition was signed by Nikhil C. Morsawala, director. The Hon. Michael B. Kaplan presides over the case. Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, LLC, serves as bankruptcy counsel. CORNERSTONE HOSPITALITY: April 20 Auction of Two Lubbock Hotels --------------------------------------------------------------- Judge Robert L. Jones of the U.S. Bankruptcy Court Northern District of Texas authorized Cornerstone Hospitality, LLC's sale of (i) Clarion Hotel located at 3201 Loop 289 South, Lubbock, Lubbock County, Texas; and (ii) Koko Inn located at 5201 Avenue Q South, Lubbock, Lubbock County, Texas, at auction. The Debtor, through Williams & Williams World Wide Real Estate, L.L.C., will conduct an Auction of the Properties no later than April 24, 2018, with an anticipated auction date of April 20, 2018, wherein the Debtor will seek the highest sales price for the Properties. The Auction will be conducted at the Properties. The Auction will be conducted with a reserve price for the Property such that if the highest bid or bids for the Properties does not reach the reserve price or prices set, the sale of the Properties will not be sold at the Auction. The fact that a reserve price exists will be disclosed to participants in the Auction; however, the reserve price amount will not be disclosed. The highest bidder or bidders for the Properties at the Auction, that have submitted bids greater than the reserve price, will be required to enter into a contract for the purchase of the Property with a non-refundable earnest money deposit of 10% of the purchase price, and the Debtor will have 30 days to close the contract with the highest bidder or bidders. Should the reserve price not be reached at the Auction, the Debtor, through the assistance of Williams & Williams, will have 15 days after the Auction Date to attempt to broker a deal with one or more buyers for greater than the reserve price or prices for the sale of the Property. If during the Loss Mitigation Period, the Debtor enters into a contract for the sale of the Property with a non-refundable earnest money deposit of 10% of the purchase price, then the Debtor will have 30 days to close the contract as set forth. During the Closing Period, the Debtor will file a report of sale with the Court, and ask a further order to sell the Properties free and clear of all liens, claims, and encumbrances, with the proceeds from the sale being distributed at closing directly to City Bank for payment on the indebtedness owed by the Debtor. Should the Debtor be unable to sell the Properties at Auction or during the Loss Mitigation Period, the failure to do so will constitute an event of default under the Agreed Order entered into between the Debtor and City Bank regarding City Bank's Motion to Dismiss Bankruptcy Case. Likewise, should the Debtor enter into a contract for the sale of the Property, but not be able to close the sale within the Closing Period, the failure to do so will constitute an event of default under the Agreed Order entered into between the Debtor and City Bank regarding City Bank's Motion to Dismiss. Upon an event of default described, City Bank will have the rights afforded it under the Agreed Order on City Bank's Motion to Dismiss. About Cornerstone Hospitality Cornerstone Hospitality, LLC, is a privately held company in Lubbock, Texas. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Cornerstone Hospitality sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 18-50034) on Feb. 26, 2018. In the petition signed by Abraham Lincoln, managing member, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Max Ralph Tarbox, Esq., at Tarbox Law, P.C. as counsel. COTY INC: Moody's Rates $2-Bil. Senior Unsecured Bonds B2 --------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Coty Inc.'s $2.0 billion offering of senior unsecured US dollar and Euro bonds. Moody's expects the bond proceeds and proceeds from the company's proposed new 1st lien secured credit facilities to be used to refinance existing debt at Coty Inc. and at Galleria Co., ("Galleria") add to existing cash balances, and pay transaction fees and expenses. Existing ratings on debt that is being repaid at Coty Inc. and Galleria will be withdrawn upon close of the transaction. The rating outlook is stable. The B2 rating on the unsecured notes is two notches lower than Coty's Ba3 Corporate Family Rating ("CFR"). This reflects Moody's expectation of a meaningful amount of proposed secured debt that will rank ahead of the unsecured notes in the capital structure within the near term. The notes benefit from upstream guarantees from Coty's domestic subsidiaries. Ratings assigned: Coty Inc. USD senior unsecured bonds due 2026 at B2 (LGD5) USD senior unsecured bonds due 2028 at B2 (LGD5) EUR senior unsecured bonds due 2023 at B2 (LGD5) EUR senior unsecured bonds due 2026 at B2 (LGD5) The rating outlook is stable. RATINGS RATIONALE Coty's Ba3 CFR reflects the company's high debt to EBITDA financial leverage, estimated at about 6.7x, and weak free cash flow. Moody's expects Coty to generate negative free cash flow over the next several quarters in part due to its high capital spending, restructuring costs, and dividends. The rating also reflects the company's concentration in fragrance and color cosmetics. This concentration creates exposure to discretionary consumer spending. It also requires continuous product and brand investment to minimize revenue volatility as these categories tend to be more fashion driven than other beauty products. Coty will remain more concentrated than its primary competitors in mature developed markets. This creates growth challenges and investment needs to more fully build its global distribution capabilities and brand presence. The ratings are supported by the company's large scale, its portfolio of strong brands, and good product and geographic diversification. Moody's expects that Coty will generate modest revenue and organic earnings growth in the next 12-18 months. Earnings growth will benefit from synergies related to the 2016 P&G Beauty acquisition. The company estimates that it will reach $750 million in synergies through 2020 (after $1.2 billion in upfront costs). The stable rating outlook reflects Coty's weak -- albeit improving -- operating performance and its high financial leverage. Coty's CFR is weakly positioned at the Ba3 level due to its very high financial leverage. Coty's ratings could be downgraded if operating performance does not improve such that that the company generates positive operating earnings and free cash flow. A downgrade could also occur if the company does not make meaningful progress in reducing debt to EBITDA below 6.0x. Further, a downgrade could also occur if there is a deterioration in the company's liquidity or if the company pursues material debt funded acquisitions or shareholder returns. Coty's ratings could be upgraded if it generates sustained organic operating profit growth, and improves credit metrics. Specifically, debt / EBITDA would need to be sustained below 5.0x before Moody's would consider an upgrade. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Coty Inc. ("Coty"), a public company headquartered in New York, NY, is one of the leading manufacturers and marketers of fragrance, color cosmetics, and skin and body care products. The company's products are sold in over 130 countries. Coty generates roughly $9.2 billion in annual revenues. CRESTWOOD EQUITY: Moody's Assigns B2 Rating to Cl. A Pref. Units ---------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Crestwood Equity Partners LP's (CEQP) existing Class A Preferred Units (preferred units). Moody's concurrently assigned a Ba3 Corporate Family Rating (CFR), a Ba3-PD Probability of Default Rating (PDR) and an SGL-3 Speculative Grade Liquidity (SGL) rating to CEQP. CEQP's rating outlook is stable. Crestwood Midstream Partners LP's (Crestwood) Ba3 CFR, Ba3-PD PDR and SGL-3 ratings were withdrawn (these ratings were effectively moved to CEQP), and the B1 rating on Crestwood's senior unsecured notes was affirmed. Crestwood's rating outlook remains stable. CEQP, a master limited partnership (MLP), through its subsidiaries develops, acquires, owns or controls, and operates primarily fee-based assets and operations within the energy midstream sector. CEQP owns 99.9% limited partnership interest in Crestwood and Crestwood Gas Services GP LLC, a wholly owned subsidiary of CEQP, owns a 0.1% limited partnership interest in Crestwood. Crestwood Midstream GP LLC, a wholly-owned subsidiary of Crestwood Equity, owns the noneconomic general partnership interest of Crestwood. Rating Assignments: Issuer: Crestwood Equity Partners LP Class A Preferred Units, Assigned B2 (LGD6) Corporate Family Rating, Assigned Ba3 Probability of Default Rating, Assigned Ba3-PD Speculative Grade Liquidity Rating, Assigned SGL-3 Ratings Affirmed: Issuer: Crestwood Midstream Partners LP Senior Unsecured Notes, Affirmed B1 (LGD5) Ratings Withdrawn: Issuer: Crestwood Midstream Partners LP Corporate Family Rating Ba3, withdrawn Probability of Default Rating Ba3-PD, withdrawn Speculative Grade Liquidity Rating SGL-3, withdrawn Outlook Actions: Issuer: Crestwood Equity Partners LP Outlook, Stable Issuer: Crestwood Midstream Partners LP Outlook, Stable RATINGS RATIONALE CEQP's $612 million (face value $500 million) preferred units are rated B2, two notches below CEQP's Ba3 CFR reflecting their effective subordination to Crestwood's $1.5 billion senior secured revolving credit facility and $1.2 billion senior unsecured notes, in accordance with Moody's Loss Given Default Methodology. CEQP's preferred units will receive 100% equity treatment. Crestwood's senior unsecured notes are rated B1. CEQP's Ba3 CFR is supported by its basin diversification, reasonable financial leverage, and good distribution coverage. Crestwood Midstream is the only operating asset that CEQP owns. CEQP's debt to EBITDA ratio at year-end 2017 was approximately 4x and on a consolidated basis (including Crestwood Holdings debt) it was close to 5x. Moody's projects these ratios will rise slightly above 4x and 5x, respectively, at year-end 2018. Moody's expects Crestwood's growth projects through 2018 to improve its cash flow profile and increase the scale of the company, although with some increase in its debt burden. CEQP's ratings are constrained by its relatively small scale, the inherent volumetric risks in its gathering and processing business, modest customer counterparty risk and the additional debt burden at Holdings that is serviced by the partnership's distributions. CEQP's SGL-3 rating reflects Moody's expectation that CEQP will have adequate liquidity. CEQP has a revolving credit facility of $1.5 billion that matures in September 2020. As of December 31, 2017, approximately $318 million was outstanding under this revolving credit facility and the partnership has $499 million of available borrowing capacity considering the most restrictive debt covenants in the credit agreement. Moody's expects the partnership to be in compliance with its financial covenants and that it will be able to fund basic cash obligations and maintenance capital expenditures through internal sources and any growth capital spending can be funded through revolver borrowings as needed. An upgrade of CEQP could be considered if leverage is reduced below 4.0x, family leverage (including Crestwood Holdings debt) is less than 5.0x and distribution coverage remains above 1.1x on a sustained basis. CEQP's ratings could be downgraded if the volumes decline significantly from current levels or if it makes debt funded acquisitions, resulting in CEQP's debt to EBITDA ratio rising above 5x or distribution coverage falling below 1x. An increase in Crestwood Holdings' debt could also trigger a downgrade of CEQP's ratings. The principal methodology used in these ratings was Midstream Energy published in May 2017. CEQP, a master limited partnership (MLP), through its subsidiaries develops, acquires, owns or controls, and operates primarily fee-based assets and operations within the energy midstream sector. CYTOSORBENTS CORP: Hikes Base Salaries of Executives for 2018 ------------------------------------------------------------- The Compensation Committee of the Board of Directors of CytoSorbents Corporation has approved the following annual base salaries and incentive awards for its executive officers: Fiscal Year Change in 2018 Base Stock Control Name/Position Salary Options RSUs ------------- ----------- ------- --------- Phillip P. Chan, MD, PhD $400,000 117,750 10,300 President and Chief Executive Officer Vincent J. Capponi $332,000 110,350 10,100 Chief Operating Officer Kathleen P. Bloch $295,000 93,500 8,800 Chief Financial Officer Eric R. Mortensen $339,000 80,000 20,000 Chief Medical Officer The Base Salaries of Mr. Chan, Mr. Capponi, Ms. Bloch and Mr. Mortensen represent approximately a 5.8% increase, 5.7% increase, 7.3% increase 2.7% increase, respectively, effective as of Jan. 1, 2018. The vesting of these stock options is based upon the achievement of the following performance milestones, to be determined in the sole discretion of the Board: * 35% vest upon achieving 2018 budgeted revenues and not exceeding budgeted operating expenses, based upon metrics as determined by the Board. * 32.5% vest upon achievement of certain regulatory approval and clinical trial objectives in calendar year 2018, as determined by the Board. * 17.5% vest upon meeting certain financial and operating goals for calendar year 2018, as determined by the Board. * 15% vest upon achievement of one or more new or expanded major strategic partnerships in calendar year 2018, as determined by the Board. The restricted stock units (RSUs) will be settled into shares of the Company's common stock upon vesting upon a "Change In Control" of the Company, as defined in the CytoSorbents Corporation 2014 Long-Term Incentive Plan. The adjustments to base salary were made in connection with each such executive officer's annual performance review. The stock options and restricted stock units were awarded in the discretion of the Compensation Committee under the Company's 2014 Long-Term Incentive Plan. Each option and restricted stock unit has a 10-year term and each option has a strike price of $7.90, the closing price of the Company's common stock as reported on the NASDAQ Capital Market on the date of the grant. About CytoSorbents Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is engaged in critical care immunotherapy commercializing its CytoSorb blood purification technology to reduce deadly uncontrolled inflammation in hospitalized patients around the world, with the goal of preventing or treating multiple organ failure in life-threatening illnesses. The Company, through its subsidiary CytoSorbents Medical Inc. (formerly known as CytoSorbents, Inc.), is engaged in the research, development and commercialization of medical devices with its blood purification technology platform which incorporates a proprietary adsorbent, porous polymer technology. Cytosorbents reported a net loss attributable to common shareholders of $8.79 million on $15.15 million of total revenue for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $11.76 million on $9.52 million of total revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Cytosorbents had $24.10 million in total assets, $13.84 million in total liabilities and $10.26 million in total stockholders' equity. The Company's independent registered public accountants' report for the year ended Dec. 31, 2017 includes an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern." WithumSmith+Brown, PC, in East Brunswick, New Jersey, stated that the Company sustained net losses for the years ended December 31, 2017, 2016 and 2015. Further, the Company believes it will have to raise additional capital to fund its planned operations for the twelve month period through March 2019. These matters raise substantial doubt regarding the Company's ability to continue as a going concern. DANIEL V SUCIU: DOJ Watchdog Appoints P. Hunter as PCO ------------------------------------------------------ The Acting U.S. Trustee for Region 18, appoints Patricia Hunter as the Patient Care Ombudsman in the chapter 11 case of Daniel V. Suciu and Cristina N. Suciu. Ms. Hunter can be reached through: Patricia Hunter Washington State Long-Term Care Ombudsman Multi-Service Center PO Box 23699 Federal Way, WA 98093 Tel: (253) 838-6810 Ext 174 Email: stateombuds@multi-servicecenter.com Daniel V. Suciu and Cristina N. Suciu filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 18-10794), on February 22, 2018. The Debtors are represented by Jonathan S Smith, Esq. of Advantage Legal Group. DAVID GEERTS: Ceres Farms Buying Schipper Farm for $931K -------------------------------------------------------- David L. Geerts and Julie A. Norman-Geerts ask the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the sale of the farm real estate commonly described as the Schipper Farm (PIN Nos. 0314300001, 00002, 00003, 00004) located in Sections 14 and 15, Cordova Township, Rock Island County, State of Illinois containing approximately 221.78 acres, to Ceres Farms Cropland Holdings, LLC for $930,811. A hearing on the Motion is set for March 28, 2018 at 11:00 a.m. The objection deadline is March 26, 2018. On Oct. 27, 2017, the Court entered the Auction Order authorizing the employment of Ken Duncan and Duncan Land and Auction, Inc. as an Auctioneer for the purpose of conducting an Auction Sale of certain farm real estate owned by the Debtors including the Schipper Farm. The Auction Order provided that the Debtors would file a Sale Approval Motion for each property sold pursuant to the Auction Sale, which Sale Approval Motion would set forth the identity of the prevailing successful bidder, the gross sales price, costs and expenses of sale including the commission payable to the Auctioneer, net sales proceeds and the identity of the parties to whom the proceeds will be distributed. The Auction Order further provided that the Sale Approval Motion be scheduled for a hearing before the Court within 14 days of filing. On Dec. 13, 2017, the Auctioneer conducted the Auction Sale. At the conclusion of the Auction Sale, the Debtors declared the Buyer to be the high bidder for the Schipper Farm. Thereupon, the Debtors and the Buyer entered into a Cash Sale Real Estate Contract under which the Buyer agreed to purchase the Schipper Farm for $930,811. In the Motion, the Debtors ask approval of the Contract and authority to complete the sale of the Schipper Farm in accordance with the Contract. The Contract provides, in pertinent part, for the payment of an earnest money deposit in the amount of $93,081 by the Buyer with the balance of the purchase price to be paid by the Buyer to the Debtors at the closing which is to occur by March 31, 2018. Additionally, the Contract contains the following contingencies: (i) approval of the sale of the Schipper Farm by the Bankruptcy Court; (ii) the payment of an additional $2,268, to be held in escrow until closing, to Doug Holesinger for fall tillage he performed on the Schipper Farm in the fall of 2017; and (iii) the sale of the Schipper Farm is on an "as is and where is" condition. On Feb. 13, 2018, the Debtors filed their Fourth Amended Plan of Reorganization with the Court. The Plan, if confirmed, will affirm the sale of the Schipper Farm in accordance with the procedures set forth in the Auction Order. The Plan contains provisions for the distribution of any government program payments (including CRP payments) relating to the Schipper Farm which vest in the Debtors in 2017 and to be paid in 2018, and any government program payments (including CRP payments) which vested in 2018 (for the period of time that the Debtors owned the Schipper Farm in 2018 up to and including the closing of the sale of the Schipper Farm) and to be paid in 2019, which will govern the allocation and distribution of such government program payments. The Schipper Farm is subject to the following liens and encumbrances: (i) Community State Bank of Rock Falls holds a first mortgage against the Schipper Farm to secure indebtedness of $953,649 and a third mortgage against the Schipper Farm to secure indebtedness of $300,000; and (ii) Kenneth Schipper holds a second mortgage against the Schipper Farm to secure the payment of indebtedness in the approximate amount of $203,383. In accordance with the Auction Order, the Auctioneer will receive a commission from the proceeds of sale of 1.75% of the purchase price. The Auction Order also provides that the Auctioneer will be reimbursed from sales proceeds, for costs and expenses he incurred in the conduct of the Auction Sale, up to $2,500. The gross sales proceeds from the sale of the Schipper Farm will be paid in the following order: (i) to pay and satisfy any and all real estate taxes or other governmental charges, taxes or assessments against or arising from the sale or disposition of the Schipper Farm, as well as any and all costs and expenses of sale (including the commission and reimbursable expenses of the Auctioneer as described); and (ii) subject to the Carveout provisions of the Plan, the balance to the Bank on account of its first mortgage in the Schipper Farm (as the balance will be less than the amount of the Bank's first mortgage, no proceeds will be paid to the Schipper. Schipper will retain his right under the Plan to be treated as a Class 11 general unsecured creditor). The sale of the Schipper Farm will be free and clear of all liens, claims, and interests, with such liens, claims and interests to attach to the proceeds of sale to be distributed as set forth. It will be exempt from recordation or transfer taxes imposed by any governmental unit pursuant to U.S.C. 1146(a). The sale of the Schipper Farm is an integral part of the Plan, which provides for unsecured creditors to receive a distribution on their claims that would likely not be possible in the absence of the Plan. It is therefore in the best interest of the Debtors and their creditors that the Schipper Farm be sold pursuant to the Contract. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/David_Geerts_212_Sales.pdf About David and Julie Norman-Geerts David L. Geerts and Julie A. Norman-Geerts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-80321) on Feb. 17, 2017. The case is assigned to Judge Thomas J. Lynch. The Debtors are represented by Jocelyn L. Koch, Esq., at Holmstrom & Kennedy PC. A Creditors Committee has been appointed in the Debtors' bankruptcy proceeding. DAVID GEERTS: Dykema Buying Grain Bins for $500 ----------------------------------------------- David L. Geerts and Julie A. Norman-Geerts ask the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the sale of the grain bins situated on real estate located in Fulton Township, Whiteside County, Illinois (PIN No. 0127376003), to Nolan Dykema for $500. A hearing on the Motion is set for March 28, 2018 at 11:00 a.m. The objection deadline is March 26, 2018. On Oct. 27, 2017, the Court entered the Auction Order authorizing the employment of Ken Duncan and Duncan Land and Auction, Inc. as an Auctioneer for the purpose of conducting an Auction Sale of certain farm real estate owned by the Debtors including the Grain Bins. The Auction Order provided that the Debtors would file a Sale Approval Motion for each property sold pursuant to the Auction Sale, which Sale Approval Motion would set forth the identity of the prevailing successful bidder, the gross sales price, costs and expenses of sale including the commission payable to the Auctioneer, net sales proceeds and the identity of the parties to whom the proceeds will be distributed. The Auction Order further provided that the Sale Approval Motion be scheduled for a hearing before the Court within 14 days of filing. On Dec. 13, 2017, the Debtors entered into a Cash Sale Real Estate Contract - At Public Auction pursuant to which the Debtors agreed to sell and the Buyer agreed to purchase the Grain Bins only (without the underlying land) for the sum of $500. The Contract provides, in pertinent part, for the payment of the purchase price at a mutually agreeable location. The Buyer has paid the $500, which funds are being held in escrow until closing. Additionally, the Contract contains the following contingencies: (i) approval of the sale of the Grain Bins by the Bankruptcy Court; and (ii) the sale of the Grain Bins is on an "as is and where is" condition. The Auction Order provides that the closing of the sale of the Grain Bins is to occur by March 31, 2018. Community State Bank possesses a mortgage against all farm properties of the Debtors, including improvements such as the Grain Bins, as well as the Debtors' equipment and other business personal property, to secure the payment of Indebtedness in the approximate amount of $4.6 million. There are no other liens and encumbrances on the Grain Bins. The Auction Order authorizes the payment of commission to the Auctioneer equal to 1.75% of the purchase price upon the sale of the Grain Bins pursuant to the Contract. It provides that the Auctioneer is also entitled to the reimbursement of costs and expenses incurred by the Auctioneer in the conduct of the Auction Sale up to $2,500 from the gross sales proceeds. The gross sales proceeds derived from the sale of the Grain Bins pursuant to the Contract will be paid and applied in the following order: (i) to pay and satisfy any and all governmental charges, taxes or assessments against or arising from the sale or disposition of the Grain Bins, as well as any and all costs and expenses of sale including a commission equal to 1.75% of the purchase price payable to the Auctioneer on the sale of the Grain Bins pursuant to the Contract; and (ii) to pay and satisfy the unpaid indebtedness to Bank as of the date of the closing of the sale of the Grain Bins secured by mortgages and liens against all farm properties and improvements, including the Grain Bins, and Bank will release its mortgages and liens against the Grain Bins. It is in the best interest of the Debtors, their creditors and will promote the reorganization of their business that the Grain Bins be sold pursuant to the Contract, free and clear of all liens and encumbrances, with any such liens and encumbrances and the interest of the Debtors to attach to the proceeds of sale in the same order of priority and with the same legal effect that such liens, encumbrances and interests possessed against, in and to the Grain Bins. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/David_Geerts_214_Sales.pdf The Creditor: COMMUNITY STATE BANK 1325 17th Street Fulton, IL 61252 About David and Julie Norman-Geerts David L. Geerts and Julie A. Norman-Geerts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-80321) on Feb. 17, 2017. The case is assigned to Judge Thomas J. Lynch. The Debtors are represented by Jocelyn L. Koch, Esq., at Holmstrom & Kennedy PC. DAVID GEERTS: Jave Farms Buying Parcel 5 of the Home Farm for $651K ------------------------------------------------------------------- David L. Geerts and Julie A. Norman-Geerts ask the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the sale of the farm real estate owned by the Debtors including farm real estate commonly described as Parcel 5 of the Home Farm (PIN No. 0701100002) located at Frog Pond Road, in Fulton, State of Illinois containing approximately 76.614 acres, to Jave Farms, LLC for $651,219. A hearing on the Motion is set for March 28, 2018 at 11:00 a.m. The objection deadline is March 26, 2018. On Oct. 27, 2017, the Court entered the Auction Order authorizing the employment of Ken Duncan and Duncan Land and Auction, Inc. as an Auctioneer for the purpose of conducting an Auction Sale of certain farm real estate owned by the Debtors including the Parcel 5 of the Home Farm. The Auction Order provided that the Debtors would file a Sale Approval Motion for each property sold pursuant to the Auction Sale, which Sale Approval Motion would set forth the identity of the prevailing successful bidder, the gross sales price, costs and expenses of sale including the commission payable to the Auctioneer, net sales proceeds and the identity of the parties to whom the proceeds will be distributed. The Auction Order further provided that the Sale Approval Motion be scheduled for a hearing before the Court within 14 days of filing. On Dec. 13, 2017, the Auctioneer conducted the Auction Sale. At the conclusion of the Auction Sale, the Debtors declared the Buyer to be the high bidder for Parcel 5 of the Home Farm. Thereupon, the Debtors and the Buyer entered into a Cash Sale Real Estate Contract - At Public Auction under which the Buyer agreed to purchase Parcel 5 of the Home Farm for $651,219. In the Motion, the Debtors seek approval of the Contract and authority to complete the sale of Parcel 5 of the Home Farm in accordance with the Contract. The Contract provides, in pertinent part, for the payment of an earnest money deposit in the amount of $65,122 by the Buyer with the balance of the purchase price to be paid by the Buyer to the Debtors at the closing which is to occur on or before March 31, 2018. Additionally, the Contract contains the following contingencies: (i) approval of the sale of Parcel 5 of the Home Farm by the Bankruptcy Court; (ii) the payment of an additional $1,275, to be held in escrow until closing, to Doug Holesinger for fall tillage he performed on Parcel 5 of the Home Farm in the fall of 2017; and (iii) the sale of Parcel 5 of the Home Farm is on an "as is and where is" condition. On Feb. 13, 2018, the Debtors filed their Fourth Amended Plan of Reorganization with the Court. The Plan, if confirmed, will affirm the sale of Parcel 5 of the Home Farm in accordance with the procedures set forth in the Auction Order. The Plan contains provisions for the distribution of any government program payments (including CRP payments) relating to Parcel 5 of the Home Farm which vest in the Debtors in 2017 and to be paid in 2018, and any government program payments (including CRP payments) which vested in 2018 (for the period of time that the Debtors owned Parcel 5 of the Home Farm in 2018 up to and including the closing of the sale of Parcel 5 of the Home Farm) and to be paid in 2019, which will govern the allocation and distribution of such government program payments. Community State Bank of Rock Falls holds a first mortgage against Parcel 5 of the Home Farm to secure indebtedness that exceeds $4.5 million. No other party appears to hold a lien or claim against Parcel 5 of the Home Farm. In accordance with the Auction Order, the Auctioneer will receive a commission from the proceeds of sale of 1.75% of the purchase price. The Auction Order also provides that the Auctioneer will be reimbursed from sales proceeds, for costs and expenses he incurred in the conduct of the Auction Sale, up to $2,500. The gross sales proceeds from the sale of Parcel 5 of the Home Farm will be paid in the following order: (i) to pay and satisfy any and all real estate taxes or other governmental charges, taxes or assessments against or arising from the sale or disposition of Parcel 5 of the Home Farm, as well as any and all costs and expenses of sale (including the commission and reimbursable expenses of the Auctioneer as described); and (ii) subject to the Carveout provisions of the Plan, the balance to the Bank on account of its first mortgage in Parcel 5 of the Home Farm. The sale of Parcel 5 of the Home Farm will be free and clear of all liens, claims, and interests, with such liens, claims and interests to attach to the proceeds of sale to be distributed as set forth. The sale of Parcel 5 of the Home Farm is an integral part of the Plan, which provides for unsecured creditors to receive a distribution on their claims that would likely not be possible in the absence of the Plan. It is therefore in the best interest of the Debtors and their creditors that the Parcel 5 of the Home Farm be sold pursuant to the Contract. The Creditor: COMMUNITY STATE BANK 1325 17th Street Fulton, IL 61252 About David and Julie Norman-Geerts David L. Geerts and Julie A. Norman-Geerts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-80321) on Feb. 17, 2017. The case is assigned to Judge Thomas J. Lynch. The Debtors are represented by Jocelyn L. Koch, Esq., at Holmstrom & Kennedy PC. DAVID GEERTS: McCormick Buying Brummel Farm for $820K ----------------------------------------------------- David L. Geerts and Julie A. Norman-Geerts ask the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the sale of the farm real estate commonly described as the Brummel Farm (PIN Nos. 807100002, 0807100003, 0807200015, 0807200017, 0806400008, 0806400003, 0806300004) located in Sections 6 and 7, Union Grove Township, Whiteside County, State of Illinois containing approximately 182.16 acres, to Larry McCormick for $820,418. A hearing on the Motion is set for March 28, 2018 at 11:00 a.m. The objection deadline is March 26, 2018. On Oct. 27, 2017, the Court entered the Auction Order authorizing the employment of Ken Duncan and Duncan Land and Auction, Inc., as an Auctioneer for the purpose of conducting an Auction Sale of certain farm real estate owned by the Debtors including the Brummel Farm. The Auction Order provided that the Debtors would file a Sale Approval Motion for each property sold pursuant to the Auction Sale, which Sale Approval Motion would set forth the identity of the prevailing successful bidder, the gross sales price, costs and expenses of sale including the commission payable to the Auctioneer, net sales proceeds and the identity of the parties to whom the proceeds will be distributed. The Auction Order further provided that the Sale Approval Motion be scheduled for a hearing before the Court within 14 days of filing. On Dec. 13, 2017, the Auctioneer conducted the Auction Sale. Thereafter, Auctioneer continued to receive offers to purchase the farm real estate which resulted in the Debtors and the Buyer entering into a Cash Sale Real Estate Contract - At Public Auction under which the Buyer agreed to purchase the Brummel Farm for $820,418. In the Motion, the Debtors ask approval of the Contract and authority to complete the sale of the Brummel Farm in accordance with the Contract. The Contract provides, in pertinent part, for the payment of an earnest money deposit in the amount of $82,042 by the Buyer with the balance of the purchase price to be paid by the Buyer to the Debtors at the closing which is to occur by March 31, 2018. Additionally, the Contract contains the following contingencies: (i) approval of the sale of the Brummel Farm by the Bankruptcy Court; (ii) the payment of an additional $2,550 at the closing to Doug Holesinger for fall tillage he performed on the Brummel Farm in the fall of 2017; and (iii) the sale of the Brummel Farm is on an "as is and where is" condition. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/David_Geerts_215_Sales.pdf On Feb. 13, 2018, the Debtors filed their Fourth Amended Plan of Reorganization with the Court. The Plan, if confirmed, will affirm the sale of the Brummel Farm in accordance with the procedures set forth in the Auction Order. It contains provisions for the distribution of any government program payments (including CRP payments) relating to the Brummel Farm which vest in the Debtors in 2017 and to be paid in 2018, and any government program payments (including CRP payments) which vested in 2018 (for the period of time that the Debtors owned the Brummel Farm in 2018 up to and including the closing of the sale of the Brummel Farm) and to be paid in 2019, which will govern the allocation and distribution of such government program payments. Community State Bank of Rock Falls holds a first mortgage against the Brummel Farm to secure indebtedness that exceeds $4.5 million. No other party appears to hold a lien or claim against the Brummel Farm. In accordance with the Auction Order, the Auctioneer will receive a commission from the proceeds of sale of 1.75% of the purchase price. The Auction Order also provides that the Auctioneer will be reimbursed from sales proceeds, for costs and expenses he incurred in the conduct of the Auction Sale, up to $2,500. The gross sales proceeds from the sale of the Brummel Farm will be paid in the following order: (i) to pay and satisfy any and all real estate taxes or other governmental charges, taxes or assessments against or arising from the sale or disposition of the Brummel Farm, as well as any and all costs and expenses of sale (including the commission and reimbursable expenses of the Auctioneer as described); and (ii) subject to the Carveout provisions of the Plan, the balance to the Bank on account of its first mortgage in the Brummel Farm. In accordance with the Auction Order, the Contract, the Plan and 11 U.S.C. 363, the sale of the Brummel Farm will be free and clear of all liens, claims, and interests, with such liens, claims and interests to attach to the proceeds of sale to be distributed as set forth. The sale of the Brummel Farm will be exempt from recordation or transfer taxes imposed by any governmental unit pursuant to 11 U.S.C. 1146(a). The sale of the Brummel Farm is an integral part of the Plan, which provides for unsecured creditors to receive a distribution on their claims that would likely not be possible in the absence of the Plan. It is therefore in the best interest of the Debtors and their creditors that the Brummel Farm be sold pursuant to the Contract. The Creditor: COMMUNITY STATE BANK 1325 17th Street Fulton, IL 61252 About David and Julie Norman-Geerts David L. Geerts and Julie A. Norman-Geerts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-80321) on Feb. 17, 2017. The case is assigned to Judge Thomas J. Lynch. The Debtors are represented by Jocelyn L. Koch, Esq., at Holmstrom & Kennedy PC. EARTH PRIDE: Loan with Big Shoulder to Yield $1.5-Mil. for Plan --------------------------------------------------------------- Earth Pride Organics, LLC, and Lancaster Fine Foods. Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania an amended Disclosure Statement explaining their chapter 11 plan dated March 11, 2018. The amended plan provides that prior to and subsequent to the filing of the bankruptcy, the Debtor has been operating their business in the ordinary course of business. The revenues have come from two sources, one being the income from Lancaster Fine Foods, the operating business and a small amount from rental payments to the parent company EPO. Additionally, the Debtors have been in discussions with the secured creditors and the landlord concerning the restructuring the amount of money owed to said parties. The assets of the Debtors are currently encumbered by a 1st lien held Midtown Capital Partners, Capital Partners, LLC and Change Capital Partners Fund I represented in their proof of claims to be $1,442,462.37. This lien covers all assets of the debtor including accounts receivable, machinery and equipment and all other assets of the debtor. Pursuant to an intercreditor agreement, Loeb Term Solutions, LLC is a secured creditor on the machinery and equipment in the amount reflected in their proof of claim $832,596.50. Both Loeb and Midtown have allowed the debtors to operate using their collateral pursuant to a string of cash collateral orders that have been negotiated by the secured parties and the debtor. It has been discussed and is anticipated that Midtown and Lowe will agree to a discount in return for receiving a cash payout upon confirmation and the closing on the post-confirmation financing that is part of this plan. This will benefit the debtors because of the reduced payment required to be paid by the Debtor and the satisfaction of these secured creditors. The Debtors are in the midst of completing a loan agreement with Big Shoulder Capital which will net the debtor approximately $1,500,000 to help meet the requirements of the Plan of Reorganization which include: payment of Midtown secured debt, payment of Loeb secured debt and a payment toward the Internal Revenue Service's debt. Class 9 under the plan includes all Allowed Unsecured Claims held against Earth Pride Organics, LLC. Creditors in this class will receive a payment equal to 15% of their allowed claim payable over a five-year period on a yearly basis starting one year after (a) the Effective Date or (b) on the entry of a Final Order of the Bankruptcy Court allowing such Claim. A copy of the Redlined Version of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/paeb17-13816-352.pdf A copy of the Amended Plan of Reorganization is available at: http://bankrupt.com/misc/paeb17-13816-351.pdf About Earth Pride Organics, LLC Earth Pride Organics, LLC -- http://earthprideorganics.com/-- is a family owned holding company that includes American Specialty Foods, Lancaster Fine Foods, EPX Trucking and C.O. Nolt's Bakery Supply. Headquartered in Lancaster, Pennsylvania, each EPO subsidiary shares the commonality of specialty food and creates a vertically integrated organization. Lancaster Fine Foods, Inc. -- http://www.lancasterfinefoods.com-- manufactures and sells food, offering barbecue sauces, mustards, salsas, marinades, hot sauces, chutneys, cheese spreads, and other common condiments. Earth Pride and Lancaster Fine Foods sought Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case Nos. 17-13816 and 17-13819) on May 31, 2017, each estimating assets and liabilities between $1 million and $10 million. The petitions were signed by Michael S. Thompson, managing member. Judge Eric L. Frank presides over the bankruptcy cases. Paul Brinton Mashchmeyer, Esq., at Maschmeyer Karalis P.C., serves as the Debtors' bankruptcy counsel. EAST COAST FOODS: June 7 Hearing on Committee-Proposed Plan ----------------------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California issued an order approving the first amended disclosure statement describing the first amended joint plan of reorganization, dated March 12, 2018, filed by the Committee of Creditors Holding Unsecured Claims and Herbert Hudson for Debtor East Coast Foods, Inc. The hearing to consider the confirmation of the Plan is set for June 7, 2018 at 10:00 a.m. Ballots accepting or rejecting the Plan must be returned by no later than May 21, 2018. Any responses, oppositions, or objections to confirmation of the Plan must be filed and served no later than May 21, 2018. About East Coast Foods East Coast Foods Inc., a California corporation, is the owner and operator of four Roscoe' Chicken N' Waffles restaurants in Los Angeles area. East Coast Foods sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-13852) on March 25, 2016. The petition was signed by Herbert Hudson, president. The Debtor estimated assets of less than $50,000 and debt of $10 million to $50 million. The case is assigned to Judge Sheri Bluebond. The Debtor is represented by Vakhe Khodzhayan, Esq., at KG Law, APC. The Office of the U.S. Trustee on April 29, 2016, appointed five creditors to serve on an official committee of unsecured creditors. The committee hired Smiley Wang-Ekvall, LLP as counsel, and Force Ten Partners, LLC, as financial advisor. Bradley D. Sharp was appointed Chapter 11 trustee of the Debtor's estate on Sept. 28, 2016. Landegger Baron Law Group, ALC serves as the Chapter 11 Trustee's labor and employment counsel. The Chapter 11 Trustee retained Swicker & Associates Accountancy Corporation as his tax advisor. Greines, Martin, Stein & Richland LLP serves as the Chapter 11 Trustee's special counsel. ECLIPSE BERRY: Palmas Produce Buying Irrigation Supplies for $86K ----------------------------------------------------------------- Eclipse Berry Farms, LLC ("EBF") and affiliates ask the U.S. Bankruptcy Court for the Central District of California to authorize the (i) sale of irrigation supplies currently in the possession of Palmas Produce, Inc. for $80,175 and Underwood Family Farms, LLC for $6,320 to Palmas; and (ii) payment of outstanding account receivable in the amount of $38,000. At its origins, EBF began with a 240 acre farming operation in Oxnard, California. Over time, EBF expanded its farming operations into Salinas, California (Monterey County) and Santa Maria, California (Santa Barbara County). At its peak, EBF had a 2,500+ acre farming operation and more than 3,000 employees working in offices and on farmland across its various leased farms and offices in Northern and Southern California. On Sept. 6, 2017, with the consent of the respective managers and members, the Debtors appointed Robert Marcus, Esq., of Maksimovich & Associates, P.C. as Chief Restructuring Officer to, inter alia, evaluate company operations and implement procedures to maximize the recovery for all legally interested parties. Prior to the Petition Date, Palmas leased from EBF certain irrigation pipes. Similarly, EBF also leased irrigation pipes in Oxnard to Underwood, which as of the date of the Motion, has paid EBF in full. Palmas now wants to purchase all of the pipes it had previously leased from EBF and all of the pipes leased by Underwood. In addition, Palmas will pay the entire balance of its outstanding prepetition account receivable. The personal property being sold consists of (i) irrigation supplies currently in the possession of Palmas; and (ii) irrigation supplies leased to Underwood. In summary, the amounts due for the sale of irrigation supplies and collection of the account receivable are as follows: (i) Prepetition Account Receivable - $38,000; (ii) Irrigation Supplies (Pipes) in Possession of Palmas - $80,175; and (iii) irrigation Supplies (Pipes) in Possession of Underwood Farms $6,320. The total is $124,494. The sale is "as is, where is" with no contingencies, guaranties or representations, and free and clear of all liens, claims, encumbrances and interests. Palmas will deliver the full purchase price to EBF upon the entry of the order approving the sale. The sale is not subject to overbids and there are not additional costs associated with the sale. The Debtors are unaware of any tax consequences resulting from the sale. The Purchaser: PALMAS PRODUCE, INC. 1520 East 1st Street Oxnard, CA 93030 About Eclipse Berry Farms Founded in 1999, Eclipse Berry Farms operates farms that produce berry products. The company is based in Los Angeles, California. Eclipse Berry Farms, LLC and its affiliates Harvest Moon Strawberry Farms, LLC and Rosalyn Farms, LLC, filed Chapter 11 petitions (C.D. Cal. Case Nos. 18-10443, 18-10453 and 18-10464, respectively) on Jan. 16, 2018. In the petition signed by CRO Robert Marcus, Eclipse Berry Farms estimated $10 million to $50 million in assets and less than $100 million in debt. Hon. Barry Russell is the case judge. The Debtors tapped Kevin H. Morse, Esq., at Saul Ewing Arnstein & Lehr LLP as bankruptcy counsel; Lewis Brisbois Bisgaard & Smith, LLP as local counsel; McCarron & Diess as special PACA counsel; and Murray Wise Capital LLC as financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 9, 2018. ECOARK HOLDINGS: Will Sell $4.2 Million Worth of Common Shares -------------------------------------------------------------- Ecoark Holdings, Inc. has entered into definitive agreements with certain institutional investors for an offering of 2,500,000 shares of common stock, at a price per share of $1.68, issued with warrants to purchase 2,500,000 shares of common stock. The warrants have an exercise price of $2.00 per share and will expire five years from the date of issuance. The closing of the offering is expected to take place on or about March 16, 2018, subject to the satisfaction of customary closing conditions. Maxim Group LLC is acting as lead placement agent and The Benchmark Company, LLC is acting as co-placement agent in connection with this offering. Gross proceeds from the offering are expected to be approximately $4.2 million, excluding potential proceeds from the exercise of the warrants. After deducting the placement agents commission and other estimated offering expenses payable by Ecoark, the net proceeds to Ecoark are anticipated to be approximately $3.8 million. Ecoark intends to use the net proceeds of the offering for general corporate purposes and working capital. The securities are being offered by Ecoark Holdings pursuant to a shelf registration statement (File No. 333-213186) previously filed with and subsequently declared effective by the Securities and Exchange Commission. A prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.govand following such filing, copies of the prospectus supplement and the accompanying base prospectus relating to this offering may be obtained at the SEC’s website at http://www.sec.gov. Electronic copies of the prospectus supplement and accompanying base prospectus may also be obtained from Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY 10174, at 212-895-3745. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., to be renamed Zest Technologies, Inc., (OTCQX: ZEST) is focused on improving the agriculture and supply chain industries through innovative AgTech solutions for growers, processors, ranchers, restaurants and retail grocers. The Company -- http://www.ecoarkusa.com/-- offers a suite of proven solutions that address the $161 billion fresh food waste problem, improve delivered freshness, and provide true transparency for the fresh produce, meat and seafood supply chains. KBL, LLP, in New York, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred substantial losses and needs to obtain additional financing to continue the development of their products. The auditors said the lack of profitable operations raises substantial doubt about the Company's ability to continue as a going concern. Ecoark reported a net loss of $25.23 million in 2016, and a net loss of $10.47 million in 2015. As of Dec. 31, 2017, Ecoark had $11.72 million in total assets, $2.71 million in total liabilities, and $9.01 million in total stockholders' equity. ENUMERAL BIOMEDICAL: Sale of Intellectual Property Withdrawn ------------------------------------------------------------ Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts withdrew Enumeral Biomedical Holdings, Inc.'s proposed sale of intellectual property free and clear of liens. The March 21, 2018 hearing on the Sale Motion is cancelled. About Enumeral Biomedical Headquartered in Cambridge, Massachusetts, Enumeral Biomedical Holdings, Inc., formerly doing business as Cerulean Group, Inc. -- http://www.enumeral.com/-- is a biopharmaceutical company focused on discovering and developing novel antibody immunotherapies that help the immune system fight cancer and other diseases. The Company utilizes a proprietary platform technology that facilitates the rapid high resolution measurement of immune cell function within small tissue biopsy samples. Its initial focus is on the development of a pipeline of next generation monoclonal antibody drugs targeting established and novel immuno-modulatory receptors. Enumeral Biomedical Holdings, Inc., Enumeral Biomedical Corp., and Enumeral Securities Corporation sought for Chapter 11 protection (Bankr. D. Mass. Case Nos. 18-10280 to 18-10282) on Jan. 29, 2018. Kevin G. Sarney, interim president and CEO, signed the petitions. Judge Frank J. Bailey is the case judge for Case Nos. 18-10280 and 18-10281, and Judge Joan N. Feeney is assigned to Case No. 18-10282. At the time of filing, Enumeral Biomedical Holdings disclosed $1.6 million in assets and $2.54 million in debt. Daniel C. Cohn, Esq., and Jonathan Horne, Esq., at Murtha Cullina LLP, serve as the Debtors' counsel. EXTERRAN ENERGY: Moody's Hikes Corporate Family Rating to Ba3 ------------------------------------------------------------- Moody's Investors Service upgraded Exterran Energy Solutions, L.P.'s (EESLP) Corporate Family Rating (CFR) to Ba3 from B1, Probability of Default Rating (PDR) to Ba3-PD from B1-PD, and its senior unsecured notes rating to B1 from B3. Its Speculative Grade Liquidity was affirmed at SGL-2, and its outlook remains stable. The notes are co-obligations of EES Finance Corp., and are fully and unconditionally guaranteed by Exterran Corporation (Exterran), as well as by Exterran's's principal domestic operating subsidiaries. EESLP is a wholly-owned limited partnership through which Exterran owns its operating subsidiaries. "Exterran operates a more integrated and international compression services and processing business than its principal US competitors, which exposes the company to lower equipment manufacturing margins and order rate volatility, as well as underlying natural gas production volumes across the global markets in which it operates," commented Andrew Brooks, Moody's Vice President. "However, the company's adherence to maintaining a conservatively leveraged balance sheet, targeting debt/EBITDA under 2.5x is the principal driver of the ratings upgrade." Rating Upgrades: Upgrades: Issuer: Exterran Energy Solutions, L.P. -- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD -- Corporate Family Rating, Upgraded to Ba3 from B1 -- Senior Unsecured Notes, Upgraded to B1 (LGD5) from B3 (LGD5) Outlook Actions: Issuer: Exterran Energy Solutions, L.P. -- Outlook, Remains Stable Affirmations: Issuer: Exterran Energy Solutions, L.P. -- Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE EESLP's Ba3 CFR reflects Exterran's low leverage, its scale, business mix and geographic diversity, and the high and stable gross margins attributable to its International Contract Operations (natural gas compression and processing) business segment. Risks reflected in the Ba3 CFR include the company's outsized Latin America exposure, dependence on contract renewals and natural gas price cyclicality as demonstrated in 2016 when earnings and contract backlogs declined in response to the energy market downturn. The company participates largely in the midstream space, where its natural gas contract compression and processing services are provided under long term, fee-based contracts. This segment, 31% of Exterran's 2017 revenues and 70% of its gross margin, operates primarily in international markets, heavily weighted to the Latin American region, mostly national oil companies. This segment has consistently generated mid-60% gross margins typical of compression services providers. The Product Sales segment is most exposed to natural gas market conditions, with revenues broadly fluctuating over the 2015-2017 time period. While revenues have modestly fluctuated in International Contract Operations, its mid-60% gross margins remained little changed, and comprise well more than half of the company's consolidated gross margin. Customer retention has proven to be sticky (given high equipment switching costs), and there is considerable flex in operating costs and capital spending requirements sufficient to keep high gross margins intact and stable. A growing contract backlog in International Contract Operations helps further reinforce a stable, recurring cash flow stream, with contract stability also benefiting from very high renewal rates. The backlog in Oil and Gas Product Sales ($461 million at December 31) picked up 50% from year-end 2016, most of which is turned to sales over a 12-month period. Significant gains have been made in reducing the company's working capital intensity, most notably in inventory days outstanding which, dropped by 30% in 2017 compared to 2016. Improved working capital management helped generate positive free cash flow in 2016 and 2017. Moody's expects the company to generate negative free cash flow of up to $100 million in 2018 as it ramps up growth capital spending to a company-guided range of $200-$250 million, driven by Contract Operations wins in the Middle East and Latin America. Notwithstanding the increase in 2018's capital spending, and the likelihood that Exterran could continue to modestly outspend cash flow over the subsequent years, Moody's does not expect the company's total leverage to exceed about 2.3x in 2018, while trending towards 2x in 2019 and beyond. EESLP's $375 million senior notes issue is unsecured and guaranteed by Exterran and substantially all of Exterran's US subsidiaries. The notes are rated B1, one notch below the Ba3 CFR, reflective of the notes' junior position relative to the priority claim of the company's $680 million senior secured revolving credit facility. Should Exterran make extensive use of its revolver capacity, the notes could be downgraded to B2 in conformance with Moody's Loss Given Default (LGD) methodology, although this is not Moody's expectation. The SGL-2 Speculative Grade Liquidity Rating reflects good liquidity supported by a $49 million cash balance as of year-end 2017 and access to the senior secured revolving credit facility. The $680 million facility matures in November 2020; at year-end 2017, $39.7 million in letters of credit were outstanding and no borrowings. Financial covenants include a minimum interest coverage ratio of 2.25x, a maximum total leverage ratio of 4.50x and a maximum senior secured leverage ratio of 2.75x. At December 31, the company was well in compliance with the financial covenants at 8.3x interest coverage and 1.7x total leverage. Liquidity is further provided by customer progress payments made on equipment orders in the company's Product Sales segment, which could otherwise require significant working capital financing during periods of strong growth. The stable outlook reflects Moody's expectation that gross margins in International Contract Operations will remain strong in the mid-60% area, and that Exterran's leverage metrics remain consistent with management's stated target. The ratings could be upgraded if Exterran grows EBITDA over $400 million while sustaining debt/EBITDA under 2x. If Exterran's leverage increases above the company's stated maximum of 2.5x debt/EBITDA, the ratings could be downgraded. Exterran Corporation is headquartered in Houston, Texas and provides contract compression services to the oil and gas industry outside the US as well as processing and compression equipment manufacturing and aftermarket services. The company was spun off in November 2015 from Exterran Holdings, now Archrock, Inc. EESLP is a Delaware limited partnership and an indirect wholly owned subsidiary of Exterran Corporation. EES Finance Corp. is a Delaware corporation and a direct wholly owned subsidiary of EESLP formed to serve as co-issuer of certain debts. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. FANNIE MAE & FREDDIE MAC: Update from Judge Lamberth's Courtroom ---------------------------------------------------------------- The Federal Housing Finance Agency, Fannie Mae and Freddie Mac delivered a reply in support of their motion to dismiss amended complaints filed by Fairholm Funds, Inc., Arrowood Indemnity Company, and a class of GSE shareholders challenging the U.S. Treasury's quarterly sweep of the mortgage insurers' earnings. The document was filed late last week in cases pending before Judge Lamberth in the U.S. District Court for the District of Columbia. FHFA tells Judge Lamberth it and its wards owe GSE shareholders nothing, contractually or otherwise. FHFA continues to express its disdain for Fannie and Freddie shareholders, saying they should have seen the Net Worth Sweep coming, and they only have themselves to blame for any losses. FHFA wants the shareholders' complaints dismissed and FHFA wants Judge Lamberth to block shareholders from filing future lawsuits. Central to FHFA's argument is that the Housing and Economic Recovery Act constitutes an integral part of shareholders' contracts with the GSEs and that legislation allows FHFA to act in the best interests of itself, Fannie and Freddie. In essence, FHFA says Congress gave it unfettered discretion to do whatever it wants with the GSEs' assets and earnings. As a result, FHFA contends, the Third Amendment is entirely appropriate and the government did nothing wrong in its treatment of GSE shareholders. "Moreover," FHFA tells Judge Lamberth, "Plaintiffs have not plausibly alleged that the reasonable expectations of the Enterprises and shareholders under their contract excluded the possibility that private shareholders might not receive dividends or a distribution in a liquidation following an extraordinary government rescue like the one undertaken by Treasury. Indeed, Plaintiffs do not challenge the placement of the Enterprises into conservatorship and the pre-Third Amendment preferred stock purchase agreements, which from the date of their original execution in 2008 (and without regard to the Third Amendment): (1) precluded payment of dividends to common or junior preferred shareholders, (2) placed Treasury and its nearly $200 billion liquidation preference ahead of any distribution to such shareholders, and (3) required payment of billions of dollars to Treasury every quarter in dividends that did not and could not pay down Treasury's liquidation preference. Plaintiffs' acknowledgment that the pre-Third Amendment regime was within the reasonable expectations of the parties is fatal to their claims that the Third Amendment somehow transgressed the implied covenant." "Further," FHFA continues, "HERA preempts Plaintiffs’ breach-of-fiduciary-duty claims. Plaintiffs' own briefs acknowledge that they seek to use state law to impose a duty on the Conservator—to consider the interests of private shareholders when making decisions—that is fundamentally inconsistent with HERA, making this a textbook case for preemption. Moreover, notwithstanding Plaintiffs’ relabeling of their fiduciary duty claims as direct, the unmistakable derivative character of those claims mandates their dismissal under the D.C. Circuit's holding in this case that derivative claims are barred by HERA’s transfer-of-shareholder-rights provision. And the claim against Freddie Mac must be dismissed because direct breach-of-fiduciary-duty claims do not even exist under Virginia law—a point to which Plaintiffs’ only answer is to speculate that the Virginia Supreme Court might change its mind someday." "Finally," FHFA says, "Plaintiffs oppositions do nothing to salvage their new post-remand claims that the dividend specified in the post-Third Amendment Treasury stock certificates violates Delaware and Virginia statutes. The regulation and stock certificate language on which Plaintiffs rely for application of state law each make clear that state law yields to the Enterprises' charters, the stock certificates themselves, and federal law in the event of any inconsistency. Even if state law did apply, Plaintiffs cite no case law supporting their novel reading of the statutes in question. These claims, like the others, simply have no merit and the amended complaints should be dismissed in their entirety, with prejudice." A free copy of FHFA, Fannie and Freddie's Reply is available at no charge at: http://www.gselinks.com/Court_Filings/misc/13-mc-01288-0077.pdf In an alternate universe devoid of hundreds of years of established insolvency and corporate law, all of FHFA's arguments make perfect sense. About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae -- http://www.FannieMae.com/-- is a government-sponsored enterprise (GSE) that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. During the time of the subprime mortgage crisis, on Sept. 6, 2008, Fannie Mae and Freddie Mac were placed into conservatorship by the U.S. Treasury. The Treasury committed to invest up to $200 billion in preferred stock and extend credit through 2009 to keep the GSEs solvent and operating. Both GSEs are still operating under the conservatorship of the Federal Housing Finance Agency (FHFA). In exchange for increased future support and capital investments of up to $200 billion in each GSE, each GSE agreed to issue to the Treasury (i) $1 billion of senior preferred stock, with a 10% coupon, without cost to the Treasury and (ii) common stock warrants representing an ownership stake of 79.9%, at an exercise price of one-thousandth of a U.S. cent ($0.00001) per share, and with a warrant duration of 20 years. FHFA and Treasury changed that deal in 2012 to require the GSEs to remit 100% of their profits to Treasury in perpetuity. As of Sept. 30, 2017, Fannie and Freddie received $187.5 billion form Treasury and have returned $275.9 billion to Treasury. Treasury says it's still owed $187.5 billion. FIRESTAR DIAMOND: Taps Forchelli Deegan as Conflicts Counsel ------------------------------------------------------------ Firestar Diamond, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Forchelli Deegan Terrana LLP as conflicts counsel. The firm will represent the company and its affiliates in matters that are not handled by their lead bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens LLP, because of actual or potential conflicts of interest. The firm's hourly rates are: Equity Partner $585 Non-Equity Partner $510 Associate (over 5 years) $375 Associate (under 5 years) $325 Paralegals $235 Gerard Luckman, Esq., a partner at Forchelli, disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Luckman disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Forchelli professional has varied his rate based on the geographical location of the Debtors' cases. Mr. Luckman also disclosed that his firm did not represent the Debtors during the 12 months prior to the petition date. The Debtors have already approved the firm's proposed budget and staffing plan for the 13 and 30 week period following the petition date, according to Mr. Luckman. Forchelli can be reached through: Gerard R. Luckman, Esq. Forchelli Deegan Terrana LLP 333 Earle Ovington Blvd., Suite 1010 Uniondale, NY 11553 Phone: 516.248.1700 Fax: 516.248.1729 Email: gluckman@forchellilaw.com 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. Joint administration of these cases has been requested. Firestar Diamond estimated assets and debt of $50 million to $100 million. The Hon. Sean H. Lane is the case judge. The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as their bankruptcy counsel; Getzler Henrich & Associates LLC and its managing director Mark Samson as chief restructuring officer; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. FIRESTAR DIAMOND: Taps Klestadt Winters as Legal Counsel -------------------------------------------------------- Firestar Diamond, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Klestadt Winters Jureller Southard & Stevens, LLP as its legal counsel. The firm will advise the company and its affiliates, A. Jaffe Inc. and Fantasy Inc., regarding their duties under the Bankruptcy Code; assist in the marketing and sale of their assets or business; negotiate with creditors; assist in the preparation of a bankruptcy plan; and provide other legal services related to the Debtors' Chapter 11 cases. The firm's hourly rates are: Equity Partner $615 Non-Equity Partner $495 Associate (over 5 years) $425 Associate (under 5 years) $295 Paralegals $175 On Feb. 21, Firestar and A. Jaffe each provided a retainer in the sum of $25,000 to Klestadt for the preparation of their bankruptcy cases. The firm received an additional $100,000 from Firestar, $100,000 from A. Jaffe, and $75,000 from Fantasy on Feb. 26. Ian Winters, a partner at Klestadt, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Winters disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Klestadt professional has varied his rate based on the geographical location of the Debtors' cases. Mr. Winters also disclosed that his firm represented the Debtors in non-bankruptcy matters during the 12 months before the petition date and for periods prior thereto, however, its billing rates have not changed except in relation to annual increases during the period of the pre-bankruptcy engagements for the Debtors. The Debtors have already approved the firm's proposed budget and staffing plan for the 13 and 30 week period following the petition date, according to Mr. Winters. The firm can be reached through: Ian R. Winters, Esq. Sean C. Southard, Esq. Stephanie R. Sweeney, Esq. Klestadt Winters Jureller Southard & Stevens, LLP 200 West 41st Street, 17th Floor New York, NY 10036 Tel: (212) 972-3000 Fax: (212) 972-2245 E-mail: iwinters@klestadt.com E-mail: ssouthard@klestadt.com E-mail: ssweeney@klestadt.com 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. Joint administration of these cases has been requested. Firestar Diamond estimated assets and debt of $50 million to $100 million. The Hon. Sean H. Lane is the case judge. The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as their bankruptcy counsel; Getzler Henrich & Associates LLC and its managing director Mark Samson as chief restructuring officer; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. FIRESTAR DIAMOND: Taps Lackenbach Siegel as Special Counsel ----------------------------------------------------------- Firestar Diamond, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Lackenbach Siegel, LLP, as special counsel. The firm will advise the company and its affiliates on matters involving copyrights, patents, trademarks and trade secrets; evaluate jewelry designs to determine patentability; draft and prosecute patent applications; and advise the Debtors on intellectual property-related agreements. The firm's hourly rates range from $530 to $570 for partners and $490 to $530 for associates. Paralegals and law clerks charge $230 per hour. Howard Aronson, Esq., a partner at Lackenbach, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Aronson disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Lackenbach professional has varied his rate based on the geographical location of the Debtors' cases. Mr. Aronson also disclosed that his firm represented the Debtors in non-bankruptcy matters during the 12 months before the petition date and for periods prior thereto, however, its billing rates have not changed except in relation to annual increases during the period of the pre-bankruptcy engagements for the Debtors. The Debtors have already approved the firm's proposed budget and staffing plan for the 13 and 30 week period following the petition date, according to Mr. Aronson. Lackenbach can be reached through: Howard Aronson, Esq. Lackenbach Siegel, LLP Lackenbach Siegel Building One Chase Road Scarsdale, NY 10583 Main: 914-723-4300 Fax: 914-723-4301 E-mail: haronson@Lackenbach.com 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. Joint administration of these cases has been requested. Firestar Diamond estimated assets and debt of $50 million to $100 million. The Hon. Sean H. Lane is the case judge. The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as their bankruptcy counsel; Getzler Henrich & Associates LLC and its managing director Mark Samson as chief restructuring officer; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. FIRST QUANTUM: Moody's Revises Outlook to Stable & Affirms B3 CFR ----------------------------------------------------------------- Moody's Investors Service has affirmed the B3 corporate family rating (CFR), the B3-PD probability of default rating (PDR) and the B3 senior unsecured rating of First Quantum Minerals Ltd (FQM). Concurrently, Moody's has changed the outlook to stable from negative. "The stabilzation of the outlook on FQM's B3 ratings recognizes the improved fundamentals of the global copper market and Moody's expectation of materially rising EBITDA generation in 2018. In addition, the recent bond issuance has improved FQM's liquidity profile and ensures that the Cobre project is fully funded", says Sven Reinke, Senior Vice President and Moody's lead analyst for FQM". RATINGS RATIONALE FQM's B3 corporate family rating reflects the company's solid fundamental position as a medium-sized, high-growth copper producer operating two large scale, high-quality, low-cost mines in Zambia, and several smaller mines in other jurisdictions. The company increased its copper production to 574 kt in 2017 compared to 539 kt in 2016 mainly driven by the successful ramp up of production at the Sentinel mine. However, adjusted EBITDA improved only by 18% in 2017 to $1.1 billion despite copper prices having rallied by around 30% over the course of 2017. FQM's EBITDA generation was affected by $568 million of hedging losses with the company's realized copper price at $2.33/lb materially below the average LME price for 2017 of $2.79/lb. For 2018, Moody's expects FQM to increase EBITDA by around 40% to $1.5 billion, taking into account the company's existing hedging arrangements at significantly higher prices than in 2017 and Moody's copper price assumption of $2.75/lb for 2017, compared to current copper spot price of $3.10/lb. In 2018, FQM continues to invest heavily into its Cobre greenfield copper project in Panama that it expects to bring on stream in 2019. The company has recently raised the project cost guidance to $6.3 billion from $5.7 billion previously and also increased its exposure to the project as it raised its ownership of the asset to 90% from 80%. FQM acquired LS-Nikko Copper Inc's 10% stake in Cobre for $664 million of which $485 million will be paid in five installments over a four-year period starting in 2018. FQM stated that a further $1.56 billion need to be invested to complete the Cobre project. The large investment plan will keep FQM's capex high in 2018 and Moody's expects the company to generate negative free cash flow of around $0.8 billion in 2018. However, once the Cobre project comes online and capex declines materially, free cash flow should turn strongly positive enabling FQM to deleverage rapidly in the absence of any new substantial projects. FQM recently issued $1.85 billion of senior unsecured notes to repay some of its existing debt and to fund the large investment program. While the funding transaction has improved the company's liquidity position and debt maturity profile, Moody's expect that FQM's adjusted leverage remains high this year. However, Moody's forecast for EBITDA growth of around 40% this year (based on Moody's copper price assumption of $2.75/lb) offsets the rising adjusted debt level and should result in Moody's adjusted debt/EBITDA falling from 7.7x at the end of 2017 to 6.1x in 2018 and further to around 5.1x in 2019. During the expansion phase in Panama, FQM's credit profile, remains constrained by the high metal, operational and country concentration, with about three quarters of 2018 EBITDA expected to be generated by two large copper mines in Zambia. RATIONALE FOR THE STABLE OUTLOOK Despite peak investment in the Cobre Panama project in 2018, falling but still elevated leverage and the continued reliance on its Zambian operations, the stable outlook recognizes FQM's improved liquidity position and the better profitability trajectory taking into account the stronger copper market fundamentals. The stable outlook also incorporates Moody's expectation that FQM's financial profile will strengthen, with adjusted leverage falling below 6x in 2019 and that the company will sustain a solid liquidity position. LIQUIDITY POSITION FQM has significantly improved its liquidity position with recent issuance of notes at a total amount of $1.85 billion. The new notes repaid a $700m term loan and the balance was used to fully pay down the utilization under the $1.5 billion RCF, which matures in December 2020, The RCF together with the balance of unrestricted cash and cash equivalents of $702 million at the end of 2017 will enable FQM to fully fund the Cobre project taking into account the latest capex guidance. In addition, FQM has now only very limited debt maturities of less than $100 million in 2018 and 2019 which removes any debt refinancing needs until the end of 2020. WHAT COULD CHANGE THE RATING -- UP/DOWN A stronger financial and operational profile, reflected in sustained positive FCF generation and reduced leverage, with adjusted debt/EBITDA below 4.5x, as well as strong execution and substantial de-risking of Cobre Panama project would support the upgrade of the CFR. A greater share of cash flow from projects outside of Zambia would support an upgrade as well. The upgrade of the ratings will require FQM to sustain strong liquidity position. Failure to timely reduce deleverage as a result of significant delays or cost overruns on the Cobre Panama project, with adjusted debt/EBITDA remaining above 6.0x, as well as weaker liquidity position would put negative pressure on the B3 CFR. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Global Mining Industry published in August 2014. First Quantum Minerals Ltd (FQM), headquartered in Canada and listed on the Toronto Stock Exchange, is a medium size mining company with a large operation in Zambia (B3 stable), which represents the large part of the company's earnings. In Zambia, FQM manages Kansanshi, a large and low-cost copper and gold deposit, as well as Sentinel a new low cost mine. FQM also operates a number of smaller mines in different countries. FQM has a 90% interest in Cobre Panama, one of the world's largest copper deposits, in Panama (Baa2 positive). In 2017, FQM generated revenues of around $3.3 billion ($2.7 billion in 2016) and Moody's adjusted EBITDA of around $1.1 billion ($0.9 billion in 2016). FIRST RIVER: Files Chapter 11 Plan of Liquidation ------------------------------------------------- First River Energy, LLC, filed with the U.S. Bankruptcy Court for the Western District of Texas its proposed Chapter 11 plan, which calls for the liquidation of its assets. According to the liquidating plan, all properties owned by the company will be transferred to a liquidating trust that will be established on the effective date of the plan. The plan will be funded from cash on hand as of the effective date, from the liquidation and monetization of all other assets, and from claims that may be recovered for the benefit of the liquidating trust. First River Energy is currently in the process of liquidating tractors, trailers, trucks, tanks and other properties. On March 13, the company received court approval for the bidding procedures governing the sale of its assets. Under the liquidating plan, holders of claims in Classes 2 to 5 will receive distributions within 30 days after the entry of a final order in the adversary proceeding initiated by lenders of First River Energy on Feb. 21. The company expects this adversary proceeding to determine the extent and priority of liens against its assets and, therefore, proposes a plan that provides for distribution of its assets based on such determination. As of now, it is impossible to predict the total amount of distributions under the plan, which will be largely dependent upon the results of further litigation or settlement. Total scheduled and filed claims exceed $57.8 million, according to First River Energy's disclosure statement filed on March 15. A full-text copy of the disclosure statement is available for free at: http://bankrupt.com/misc/txwb18-50085-319.pdf About First River Energy Based in San Antonio, Texas, First River Energy, LLC -- http://www.firstriverenergy.com/-- is engaged in the oil and gas extraction business. First River Energy filed a Chapter 11 petition (Bankr. D. Del. Case No. 18-10080) on January 12, 2018. In its petition signed by CEO Deborah Kryak, the Debtor estimated total assets and debt between $10 million and $50 million. On January 17, 2018, the case was transferred to the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, and was assigned a new bankruptcy case number (Case No. 18-50085). Judge Craig A. Gargotta presides over the case. The Debtor hired Akerman LLP as its legal counsel; Chipman Brown Cicero & Cole, LLP as co-counsel; Armory Strategic Partners, LLC as financial advisor; Scott Avila of Armory Strategic as chief restructuring officer; and Donlin, Recano & Company, Inc., as claims and noticing agent. No official committee of unsecured creditors has been appointed in the case. FM 544 PARK: Trustee's Sale of Plano Land to HOSS for $4.9 Million ------------------------------------------------------------------ Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized Kevin McCullough, the Chapter 11 trustee for FM 544 Park Vista Ltd. and Pavist LLC, to sell 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 was held on March 19, 2018. The Land is sold free and clear of all liens, claims, encumbrances and interests existing immediately prior to the sale including, but not limited to: (i) deed of trust in favor of Liberty Bankers Life Insurance Co.; (ii) any and all liens held by mechanics and materialmen; (iii) any and all abstracted judgment liens; and (iv) any and all liens of ad valorem taxing authorities. All the Liens will attach to the net proceeds of the sale. The Trustee is authorized to instruct the title company handling the closing of the sale to make distributions to the following from the Purchase Price (the numbers listed are estimates, which will remain subject to change until the time of closing): (i) the Seller's customary closing costs of the Sale; (ii) the Debtor's ad valorem real property taxes in the apparent amount of $18,940 for the year 20172 and such additional prorated amounts for 2018 through the date of closing; (iii) Liberty's claims against the Debtor arising from that certain March 17, 2017 promissory note in the original principal amount of $2,470,000, plus late charges, non-default rate interest, default rate interest, reimbursement for tax payments, and attorney fees through the date of closing, as applicable; (iv) the following Potential M&M Lien Holders that in the Trustee's discretion may be paid in order to eliminate interest accrual: (a) Landstar Excavation, Inc.'s apparent claim for $869,400; (b) Roadstar Trucking Services, LLC's apparent claim for $31,920; and (c) Alliance Trucking, LP's apparent claim for $17,400; and (v) any other Liens subsequently identified, which in the Trustee's discretion, in consultation with the title company, are determined to be valid. All remaining funds and sale proceeds will be deposited into the Trustee's account pending further order of the Court and will be subject to the Liens, if any, in the same validity, priority, force and effect as existed immediately prior to the sale pursuant to applicable law. The 14-day stay provided for in Bankruptcy Rule 6004(h) is waived and the Order will be effective immediately. 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 was 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. FURNITURE FACTORY: Seeks Further Access to BOA Cash Collateral -------------------------------------------------------------- Furniture Factory Direct, Inc., asks the U.S. Bankruptcy Court for the Western District of Washington to authorize its use of cash collateral to operate its furniture stores in the ordinary course of business. The Court has set a final hearing on March 22, 2018. The Debtor needs to continue to operate its business to reduce inventory and downsize its operations in order to become profitable. Without the use of the Cash Collateral to permit continued operations the value of the Debtor's inventory will be significantly reduced in the event of a forced liquidation. Debtor would rather continue to operate its retail business in order to maximize a return on investment. As of the Petition Date, the Debtor was indebted to Bank of America, N.A. in the approximate total principal amount of $350,000 pursuant to a financing agreement entered on October 2, 2006, which is secured by Debtor's assets. The Debtor has scheduled approximately $2,180,229.94 as the value of its inventory. Thus, the Debtor believes that Bank of America is completely secured. The Debtor proposes to provide Bank of America with, among other things, the following primary forms of adequate protection: (a) The will grant Bank of America a superpriority claim equal to any diminution in the value of the property securing the Debtor's obligations pursuant to section 507(b) of the Bankruptcy Code. The Debtor believes that diminution in the value of the inventory (primarily new furniture) is very unlikely if the Debtor is allowed to continue to operate its business. To the extent that the inventory does decrease in value Bank of America would receive a corresponding increase in its secured interest in cash or receivables. (b) The Debtor will make cash payments to Bank of America. The Debtor proposes to pay 1% of the balance owed per month as Adequate Protection Payments. (c) Bank of America has a security interest as to pre-petition indebtedness to the extent of the value of the pre-petition collateral, as well as in all net proceeds of sales or collections. The Debtor believes the value of the inventory is well in excess of Bank of America's claim. Upon sale of any portion of the collateralized inventory Bank of America would have a replacement lien against the cash proceeds of sale. In the unlikely event of the reduction in the value of the inventory below the amount of Bank of America's claim, it would be allowed a replacement lien in such cash proceeds. (d) The Debtor will also pay each landlord their respective lease payment in the ordinary course of business until the leases are rejected and property is surrendered or the leases are assumed. Four motions to reject lease have already been filed with the Court and the Debtor expects that these line items will be removed from its monthly budget once those leaseholds are terminated by either rejection or assignment, as the case might be. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/wawb18-40718-99.pdf About Furniture Factory Direct Furniture Factory Direct, Inc., is a furniture retail business known as Furniture Factory Direct. It has six retail locations as well as a warehouse facility located in Fife Washington. Furniture Factory Direct filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 18-40718) on March 5, 2018. The Debtor is represented by Masafumi Iwama, Esq., S. Lamont Bossard, Jr., Esq., and Mark C. McClure, Esq., at Iwama Law Firm, in Kent, Washington. G.A.F. SEELIG: Seeks Aug. 27 Exclusive Plan Filing Period Extension ------------------------------------------------------------------- G.A.F. Seelig, Inc., requests the U.S. Bankruptcy Court for the Eastern District of New York to extend for an additional 120 days the exclusive periods within which to file and to solicit acceptances of a chapter 11 plan of reorganization through and including August 27, 2018 and October 26, 2018, respectively. Pursuant to Section 1121(c)(3) of the Bankruptcy Code, the Debtor's initial Exclusive Periods were set to expire on April 29, 2018 and June 28, 2018, respectively. The Debtor posits that an extension is appropriate in circumstances where, as here, the initial Exclusive Periods would expire before Debtor can achieve certainty on the major issue in the case -- completing an orderly winddown of its affairs -- to determine what will be available for distribution under a plan such that creditors can vote with a reasonable understanding of the potential benefits to their respective classes. The most significant factor that delayed Debtor's ability to file a plan was the Debtor's effort to sell its operating assets at the inception of this case to The Chef's Warehouse, Inc. When Chef's Warehouse withdrew its offer to purchase Debtor's operating assets, the Debtor briefly entertained a sale of assets, although not a sale of operations, to another entity. Ultimately, the Debtor determined that an orderly liquidation of assets and winddown of its affairs would best serve the interests of its creditors. The Debtor has been proceeding to take the necessary steps to market and sell its remaining hard assets online, and a public auction to be conducted on March 20, 2018. The Debtor also has been working to collect its accounts receivable and close down its physical location. Once the auction is conducted on March 20, the remaining accounts receivable are collected and the leased location is closed, the Debtor will have sufficient information to file a plan providing creditors with information necessary to determine whether to support the plan. As such, any plan that the Debtor puts forth prior to completing these activities would be pure speculation and provide creditors with little guidance in voting on such plan. By Order dated February 6, 2018, the Court fixed March 22, 2018 as the deadline to file proofs of claim by all creditors against the Debtor for prepetition liabilities. About G.A.F. Seelig Headquartered in Woodside, New York, G.A.F. Seelig, Inc., is a family owned company that distributes dairy products (skims, lo-fats, whole milk), creams, yogurts, juices, water, imported and domestic cheeses, purees, raviolis and pastas, oils and vinegars, chocolate and an ever expanding array of food service items. G.A.F. Seelig, Inc., filed Chapter 11 petitions (Bankr. E.D.N.Y. Case Nos. 17-46968) on Dec. 30, 2017. In the petition signed by Rodney P. Seelig, president, the Debtor estimated assets of $1 million to $10 million and total liabilities of $1 million to $10 million. The Debtors tapped Michael L Moskowitz, Esq., at Weltman & Moskwitz, LLP, as bankruptcy counsel; and MYC & Associates, Inc., as auctioneer. GATEWAY MEDICAL: Real Properties Sale to Rushmore Approved ---------------------------------------------------------- Judge Brian D. Lynch of the U.S. Bankruptcy Court for the Western District of Washington authorized Gateway Medical Center II, LLC and Gateway Medical Center, LLC to sell the real properties to Rushmore Properties, LLC. A hearing on the Motion was held on March 7, 2018. The First Amendment to the Settlement Agreement is approved. The sale is free and clear of liens, claims, and interests, including, without limitation, the liens, claims, and interests of PNL Phoenix, LLC and any other party holding a lien in the Properties. The Debtors are authorized to execute any releases, termination statements, assignments, consents, or instruments that are necessary or appropriate to effectuate or consummate the sale. They, and any escrow agent upon their written instructions, are authorized to make such disbursements on or after the closing as are required by the PSA, the Settlement Agreement or order of the Court. Specifically, PNL will receive all net proceeds of sale from the Properties after(i) payment of all approved closing costs including the commission of $150,000 to Marcus & Millichap; payment of $100,000 jointly to counsel for the Debtors, Farleigh Wada Witt, and Boverman & Associates, LLC as partial payment of their professional fees incurred through Dec. 31, 2017; (ii) payment of $50,000 jointly to Farleigh Wada Witt and Boverman & Associates, LLC for reasonable fees and costs incurred in pursuing the sales, including fees and costs incurred in administering the Bankruptcy Case; and (iii) payment of $5,000 for distribution to unsecured creditors and payment of $120,000 to the United States Trustee. PNL will receive a minimum net cash distribution of $11,100,000 from the combination of the proceeds of the sales, the $63,000 tenant improvement account, the residual cash collateral on hand at closing and the total amount of adequate protection payments PNL receives through closing. The Debtors are further authorized to execute such other documents related to the PSA as may be reasonably necessary or appropriate to complete the sale, and the Debtors are authorized to undertake such other actions as may be reasonably necessary or appropriate to complete the sale. Specifically, the Debtors will distribute the $5,000 of funds for unsecured creditors in a manner consistent with the priorities set forth in the bankruptcy code prior to any dismissal of the Bankruptcy Cases. The Debtors are authorized to assume and assign to the Purchaser any unexpired leases, executory contracts and intellectual property rights associated with the Properties that require an assignment pursuant to Section 365 of the Bankruptcy Code. The stay under Rules 6004(h) and 6006(d) of the Federal Rules of Bankruptcy Procedure are ordered waived. The Order is effective and enforceable immediately upon its entry, and the sale may close immediately upon its entry, notwithstanding any otherwise applicable waiting periods. About Gateway Medical Gateway is a Washington limited liability company formed on May 28, 2004. Gateway Medical Center, LLC, owns a medical office building located at 2501 NE 134th St., Vancouver, Washington. It is adjacent to a medical office building owned by affiliate Gateway Medical Center II, LLC, located at 2621 NE 134th St., Vancouver, Washington. Gateway Medical Center, LLC, and Gateway Medical Center II, LLC, filed Chapter 11 petitions (Bankr. W.D. Wash. Case Nos. 17-41779 and 17-41780, respectively) on May 4, 2017. In the petitions signed by Daniel J. Boverman, manager, Gateway Medical Center estimated $1 million to $10 million in assets and Gateway Medical Center II estimated $10 million to $50 million in assets. Both Debtors have liabilities estimated to be between $1 million and $10 million. The cases are assigned to Judge Brian D Lynch. The Debtor is represented by Tara J. Schleicher, Esq., at Farleigh Wada Witt. No trustee or examiner has been appointed. GEA SEASIDE: Taps Adam Law Group as Legal Counsel ------------------------------------------------- GEA Seaside Investment Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Adam Law Group, P.A. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; and assist in the preparation of a plan of reorganization. Thomas Adam, Esq., and Ashtin Henninger, Esq., the attorneys who will be handling the case, charge $350 per hour and $250 per hour, respectively. The firm received a retainer of $3,283, plus $1,717 for the filing fee. Mr. Adam, a partner at Adam Law Group, disclosed in a court filing that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas C. Adam, Esq. Adam Law Group, P.A. 301 W. Bay Street, Suite 1430 Jacksonville, FL 32202 Tel: (904) 329-7249 Fax: (904) 516-9230 Email: tadam@adamlawgroup.com About GEA Seaside Investment GEA Seaside Investment Inc. is a for-profit corporation organized under the laws of the State of Florida that owns residential rental properties. GEA Seaside Investment first sought bankruptcy protection (Bankr. M.D. Fla. Case No. 13-00165) on Jan. 10, 2013. GEA Seaside Investment sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-01356) on March 12, 2018. In the petition signed by CEO Jack Aberman, the Debtor estimated assets and liabilities of $1 million to $10 million. GENON ENERGY: Canal Units 1 and 2 to Be Sold for $320 Million ------------------------------------------------------------- NRG Canal LLC as Seller, and GenOn HoldCo 10, LLC, each a wholly owned indirect subsidiary of GenOn Energy, Inc., on March 22, 2018, entered into a Purchase and Sale Agreement with Stonepeak Kestrel Holdings LLC as Buyer. The Seller owns 100% of the membership interests of HoldCo, which, at the closing of the transactions contemplated by the Purchase Agreement, will own Canal Units 1 and 2, electricity generating facilities with a combined summer capacity rating of approximately 1,112 megawatts. Pursuant to the Purchase Agreement, Buyer agreed to buy all of Seller's membership interests in HoldCo. The closing purchase price is $320.0 million; provided that if the Canal 3 Purchase Agreement is terminated due to a failure of Buyer to obtain financing to consummate the transactions contemplated thereby, the closing purchase price will be $333.5 million. The closing purchase price is subject to adjustment for the net working capital of the business calculated as of the closing date (including a downward adjustment for distributions or dividends made after June 30, 2018) and upward adjustment of $13.5 million if the transactions contemplated by the Canal 3 Purchase Agreement do not close due to a debt financing failure. In addition, Buyer will be obligated to purchase excess fuel inventory within the two years after closing at the price determined in connection with the working capital adjustment. GenOn currently anticipates that the aggregate purchase price, after adjustments and including estimated proceeds Buyer's purchase of excess fuel inventory after closing and the refund from NRG in connection with the Canal 3 Option, will be approximately $390.3 million. The Bankruptcy Court has entered the Order Confirming the Third Amended Joint Chapter 11 Plan of Reorganization of GenOn Energy, Inc. and its Debtor Affiliates. The closing of the transactions contemplated by the Purchase Agreement is subject to the Bankruptcy Court entering a final order approving modification of the Plan and confirming that the Purchase Agreement constitutes a third party sale transaction for purposes of, and entitled to the benefits and protections of, the Plan and Confirmation Order. The GenOn Noteholders holding over 50% of the GenOn Notes are supportive of, and have consented to, the transactions contemplated by the Purchase Agreement as a third party sale transaction under the Plan. The Purchase Agreement includes an exclusivity provision whereby Seller has agreed that it and its affiliates (including HoldCo) and its and its affiliates' respective representatives will not, directly or indirectly, encourage, solicit, initiate or engage in discussions or negotiations with, or provide any information to, any person concerning the sale of the Canal Facilities, or enter into any agreement with respect thereto. The Purchase Agreement also includes a provision whereby Seller has agreed that it shall not, and shall not permit any of its affiliates to, (a) exercise the option to acquire all of NRG Energy Inc. and its affiliates' interest in NRG's Canal 3 power generation development project pursuant to a Cooperation Agreement or (b) solicit, offer, initiate, conduct or engage in any action to facilitate any acquisition in any form of Canal 3 by Seller or such affiliates. The closing of the transactions contemplated by the Purchase Agreement is subject to other customary closing conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the approvals of the Federal Energy Regulatory Commission and the Massachusetts Department of Environmental Protection. Additionally, the closing of the transactions contemplated by the Purchase Agreement is subject to the simultaneous closing of that certain Purchase and Sale Agreement, dated as of March 22, 2018, by and between Stonepeak Kestrel Holdings II LLC, NRG Gas Development Company, LLC and NRG Canal 3 Development LLC -- Canal 3 Purchase Agreement -- for Buyer to acquire Canal 3. Subject to the satisfaction of closing conditions described in the Purchase Agreement, the transaction is expected to close early in the third quarter of 2018. The Purchase Agreement contains certain customary termination rights, including by mutual consent of Buyer and Seller, by either Buyer or Seller if the closing of the transaction has not occurred on or before the six month anniversary of the date of the Purchase Agreement (subject to extension by either Buyer or Seller by notice to the other party and subject to automatic extension to the termination date (as defined in the Canal 3 Purchase Agreement) if the termination date (as defined in the Canal 3 Purchase Agreement) is extended; provided that Buyer may not amend the Canal 3 Purchase Agreement to extend the termination date (as defined in the Canal 3 Purchase Agreement) without Seller's consent), by either Buyer or Seller if a court has entered a final order prohibiting the transaction, by either Buyer or Seller in the event of an uncured breach by the other party that would cause a failure of a closing condition at a time when the terminating party is not in breach of the Purchase Agreement and by Seller if all conditions to closing have occurred and Buyer fails to close provided that Seller and the Company are not then in breach of the Purchase Agreement. Upon termination of the Purchase Agreement by Seller for an uncured breach by Buyer that would cause a failure of a closing condition or if all conditions to closing have occurred and Buyer fails to close provided, in each case, that Seller and the Company are not then in breach of the Purchase Agreement, Buyer will be required to pay Seller a termination fee of $16.0 million. Stonepeak Infrastructure Fund II LP, the parent of the Buyer, provided (i) an equity commitment letter in favor of the Buyer (and enforceable by Seller), and (ii) a limited guarantee with respect to the Termination Fee. Buyer also provided a debt commitment letter from the lenders party thereto providing the full amount of the debt financing required to consummate the transactions to the Seller. Other than in respect of the Purchase Agreement and the respective agreements, documents and certificates contemplated thereby, there are no material relationships between Seller and its affiliates and Buyer and its affiliates. Credit Suisse Securities (USA) LLC is acting as exclusive financial advisor to GenOn related to the sale of the Canal Facilities. Kirkland & Ellis LLP serves as legal counsel and Rothschild & Co. as financial advisor to GenOn. Ducera Partners LLC (and affiliates) and Davis Polk & Wardwell LLP serve as advisors to the ad hoc group of GenOn noteholders. Quinn Emanuel Urquhart & Sullivan, LLP and Ducera Partners LLC (and affiliates) serve as advisors to the ad hoc group of GenOn Americas Generation noteholders. Stonepeak is an independent infrastructure investment manager focusing on the power, renewables & utilities, transportation, midstream energy, water, and communications sectors. The firm is headquartered in New York City and currently manages $13.8 billion of capital on behalf of its investors. Stonepeak invests in long-lived, hard-asset infrastructure businesses and projects, which provide essential services to customers and partners with strong management teams in supporting major growth initiatives and realizing operational improvements. Sidley Austin LLP serves as legal counsel to Stonepeak related to the acquisition of the Canal Facilities. A copy of the Purchase Agreement is available at https://is.gd/uXOTzQ GenOn is represented by: Andrew Calder, P.C. Shubi Arora, P.C. Kim Hicks KIRKLAND & ELLIS, LLP 609 Main Street Houston, TX 77002 Facsimile No.: (713) 836-3601 Email: andrew.calder@kirkland.com shubi.arora@kirkland.com kim.hicks@kirkland.com The Buyer may be reached at: Michael Allison Stonepeak Kestrel Holdings LLC c/o Stonepeak Advisors II, LLC 717 Fifth Avenue, 25th Floor New York, NY 10022 Email: allison@stonepeakpartners.com Stonepeak is represented by: Tim Chandler, Esq. SIDLEY AUSTIN LLP 1000 Louisiana Street, Suite 6000 Houston, TX 77002 Email: tim.chandler@sidley.com About GenOn Energy GenOn Energy, Inc., is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is the product of two mergers since 2010. First, on Dec. 3, 2010, two wholesale power generation companies -- RRI Energy, a company formerly known as Reliant Energy, and Mirant Corporation -- completed an all-stock, tax-free merger with Mirant becoming RRI's wholly-owned subsidiary. Following the merger, RRI took its current name: GenOn. NRG, through a wholly-owned subsidiary, and GenOn completed a stock-for-stock merger in a $6 billion deal, with GenOn continuing as the surviving company on December 14, 2012. NRG, as consideration for acquiring GenOn's entire equity, issued 0.1216 shares of NRG common stock for each outstanding share of GenOn. In structuring the merger, NRG "ring-fenced" GenOn's debt, leaving GenOn's creditors without recourse against NRG's assets in the event of GenOn's default. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 60 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex. Lead Case No. 17-33695) on June 14, 2017, to implement a restructuring plan negotiated with stakeholders prepetition. The Debtors' cases have been assigned to Judge David R. Jones. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Rothschild Inc. is the financial advisor and investment banker. McKinsey Recovery & Transformation Services U.S. is the restructuring advisor. Epiq Systems, Inc., is the claims and noticing agent. Credit Suisse Securities (USA) LLC serves as GenOn Energy's financial advisor and investment banker. Special Counsel to the GAG Steering Committee is Quinn Emanuel Urquhart & Sullivan, LLP. The Steering Committee of GAG Noteholders is comprised of Benefit Street Partners LLC, Brigade Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus Alternative Asset Management LP, each on behalf of itself or certain affiliates, and/or accounts managed and/or advised by it or its affiliates. Counsel to the GenOn Steering Committee and the GAG Steering Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq., and Marc B. Roitman, Esq., at Ropes & Gray LLP. Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian E. Roberts, Esq., at Baker Botts L.L.P. GENON ENERGY: Cooperation Agreement with NRG Amended ---------------------------------------------------- GenOn Energy, Inc., previously entered into a Cooperation Agreement with NRG Energy, whereby GenOn obtained both a rejection option through January 22, 2018 and a purchase option through March 31, 2018 for Canal 3. On March 22, 2018, GenOn entered into an amendment to the Cooperation Agreement with NRG providing for, among other terms: (i) direct negotiation by NRG with a third-party purchaser of Canal 3, (ii) a refund from NRG of $13.5 million of GenOn's prepayment of the Canal 3 Option upon the closing of a third-party sale of Canal 3, and (iii) a refund from NRG of the entire $15.0 million of GenOn's prepayment of the Canal 3 Option in the event of a termination of the sale of the Canal Facilities, resulting from a breach by NRG of the purchase agreement for a third-party sale of Canal 3. Concurrently with the execution of the Purchase Agreement, Buyer and NRG entered into the Canal 3 Purchase Agreement pursuant to which Buyer agreed to purchase Canal 3 directly from an affiliate of NRG. GenOn elected to allow the rejection option to expire unexercised and has agreed with Buyer to not exercise the Canal 3 Option. A copy of the Amendment to the Cooperation Agreement is available at https://is.gd/rSnbYT About GenOn Energy GenOn Energy, Inc., is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is the product of two mergers since 2010. First, on Dec. 3, 2010, two wholesale power generation companies -- RRI Energy, a company formerly known as Reliant Energy, and Mirant Corporation -- completed an all-stock, tax-free merger with Mirant becoming RRI's wholly-owned subsidiary. Following the merger, RRI took its current name: GenOn. NRG, through a wholly-owned subsidiary, and GenOn completed a stock-for-stock merger in a $6 billion deal, with GenOn continuing as the surviving company on December 14, 2012. NRG, as consideration for acquiring GenOn's entire equity, issued 0.1216 shares of NRG common stock for each outstanding share of GenOn. In structuring the merger, NRG "ring-fenced" GenOn's debt, leaving GenOn's creditors without recourse against NRG's assets in the event of GenOn's default. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 60 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex. Lead Case No. 17-33695) on June 14, 2017, to implement a restructuring plan negotiated with stakeholders prepetition. The Debtors' cases have been assigned to Judge David R. Jones. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Rothschild Inc. is the financial advisor and investment banker. McKinsey Recovery & Transformation Services U.S. is the restructuring advisor. Epiq Systems, Inc., is the claims and noticing agent. Credit Suisse Securities (USA) LLC serves as GenOn Energy's financial advisor and investment banker. Special Counsel to the GAG Steering Committee is Quinn Emanuel Urquhart & Sullivan, LLP. The Steering Committee of GAG Noteholders is comprised of Benefit Street Partners LLC, Brigade Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus Alternative Asset Management LP, each on behalf of itself or certain affiliates, and/or accounts managed and/or advised by it or its affiliates. Counsel to the GenOn Steering Committee and the GAG Steering Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq., and Marc B. Roitman, Esq., at Ropes & Gray LLP. Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian E. Roberts, Esq., at Baker Botts L.L.P. GENON ENERGY: Updates on Chapter 11 Plan of Reorganization ---------------------------------------------------------- GenOn Energy, Inc. on March 22, 2018, said that: -- the Purchase and Sale Agreement with Stonepeak Kestrel Holdings LLC, a subsidiary of Stonepeak Infrastructure Partners, for the agreed to purchase all of the right, title and interest in Canal Units 1 and 2, electricity generating facilities with a combined summer capacity rating of approximately 1,112 megawatts, and -- the Amendment to the Cooperation Agreement with NRG Energy, represent a critical milestone in the process of effectuating GenOn's Chapter 11 plan of reorganization, which was confirmed on December 12, 2017, and grants GenOn the flexibility to effectuate third-party asset sales and/or reorganize. Together with the signing of a purchase agreement for an estimated $520 million of gross cash proceeds, including target working capital, for Hunterstown CCGT, GenOn estimates the realization of $910.3 million of gross cash proceeds, $886 million of which is expected by early in the third quarter of 2018, with an additional $24.3 million of post-closing excess fuel inventory payments within the next two years. Under applicable law and the terms of GenOn's agreements with NRG, GenOn does not expect to pay any material income taxes (directly or contractually) on the sale of Hunterstown CCGT and Canal Facilities. M&A and Reorganization Process for Non-Canal Assets GenOn continues to make significant additional progress in exploring and evaluating value-maximizing alternatives for its various remaining interests. The M&A process for Choctaw continues to progress and GenOn retains the ability to utilize NRG's net operating losses with respect to any gains generated by a sale of Choctaw through 2019. At this time, GenOn has decided not to pursue further bids for Bowline after receiving a number of bids, including a high bid of up to $240 million, based on the view that the bids received were inadequate and the implied EBITDA multiple of the highest bid was too low, a decision supported by the Steering Committee of the GenOn noteholders. Accordingly, GenOn currently plans to retain Bowline and undertake operational and capital structure initiatives to maximize its profitability and cash flow. The M&A process also continues to advance for certain PJM Interconnection and California Independent System Operator assets. The structuring of the reorganized GenOn remains a key focus of GenOn and the Steering Committee of the GenOn noteholders, including matters of governance, debt capitalization including any third-party financings, tax and other key considerations. GAG Administrative Claim Repayment On February 1, 2018, GenOn elected to make a $300 million partial payment in respect of the GAG Administrative Claim, resulting in an outstanding balance following this payment of approximately $362.5 million. GenOn may consider additional repayments of the GAG Administrative Claim prior to the effective date of the Plan. GenMA Settlement The GenMA settlement term sheet previously agreed to among GenOn, the GenOn noteholders, NRG, the GenMA owner lessors and an ad hoc committee of GenMA pass-through certificateholders in connection with entry into the Plan and approved by the bankruptcy court, provides, among other things, GenOn with a potential pathway to future cash flow distributions, subject to GenMA achieving certain cash accumulation targets. Implementation of the GenMA settlement remains subject to entry into definitive documentation, which is currently under negotiation. NRG REMA Forbearance REMA, an indirect subsidiary of GenOn, remains under a forbearance agreement with PSEGR Conemaugh Generation, LLC, Conemaugh Lessor Genco LLC and an ad hoc committee of REMA pass-through certificateholders, relating to certain events of default resulting from REMA's failure to provide incremental qualifying credit support under the applicable leases and participation agreements. GenOn continues to evaluate alternatives and participate in certain discussions with respect to GenOn's equity interest and intercompany claims into REMA, with GenOn publicly disclosing various intercompany claim, projection and lease documentation information on December 28, 2017 in connection with such evaluation and discussions. About GenOn Energy GenOn Energy, Inc., is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is the product of two mergers since 2010. First, on Dec. 3, 2010, two wholesale power generation companies -- RRI Energy, a company formerly known as Reliant Energy, and Mirant Corporation -- completed an all-stock, tax-free merger with Mirant becoming RRI's wholly-owned subsidiary. Following the merger, RRI took its current name: GenOn. NRG, through a wholly-owned subsidiary, and GenOn completed a stock-for-stock merger in a $6 billion deal, with GenOn continuing as the surviving company on December 14, 2012. NRG, as consideration for acquiring GenOn's entire equity, issued 0.1216 shares of NRG common stock for each outstanding share of GenOn. In structuring the merger, NRG "ring-fenced" GenOn's debt, leaving GenOn's creditors without recourse against NRG's assets in the event of GenOn's default. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 60 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex. Lead Case No. 17-33695) on June 14, 2017, to implement a restructuring plan negotiated with stakeholders prepetition. The Debtors' cases have been assigned to Judge David R. Jones. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Rothschild Inc. is the financial advisor and investment banker. McKinsey Recovery & Transformation Services U.S. is the restructuring advisor. Epiq Systems, Inc., is the claims and noticing agent. Credit Suisse Securities (USA) LLC serves as GenOn Energy's financial advisor and investment banker. Special Counsel to the GAG Steering Committee is Quinn Emanuel Urquhart & Sullivan, LLP. The Steering Committee of GAG Noteholders is comprised of Benefit Street Partners LLC, Brigade Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus Alternative Asset Management LP, each on behalf of itself or certain affiliates, and/or accounts managed and/or advised by it or its affiliates. Counsel to the GenOn Steering Committee and the GAG Steering Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq., and Marc B. Roitman, Esq., at Ropes & Gray LLP. Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian E. Roberts, Esq., at Baker Botts L.L.P. GENON ENERGY: Wants to Maintain Plan Exclusivity Through Dec. 14 ---------------------------------------------------------------- GenOn Energy, Inc., and certain of its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to extend: (a) the period during which the Debtors have the exclusive right to file a chapter 11 plan through and including December 14, 2018, and (b) the deadline under which the Debtors have the exclusive right to solicit a plan through and including February 14, 2019. A hearing on the Debtor's Motion will be conducted on April 11, 2018 at 10:00 a.m. On December 12, 2017, the Court entered the Order Confirming the Third Amended Joint Chapter 11 Plan of Reorganization of GenOn Energy, Inc. and Its Debtor Affiliates. Currently, the Filing Exclusivity Period will expire on April 12, 2018, and the Solicitation Exclusivity Period will expire on June 11, 2018. Because the Plan was filed and confirmed within the existing Exclusivity Periods, no party in interest may currently file or solicit a plan. Nonetheless, out of an abundance of caution before the Plan becomes effective, the Debtors believe it is prudent to seek an extension of the Exclusivity Periods in order to preserve their exclusive ability to file and solicit a new plan of reorganization should unforeseen issues arise with respect to the Plan becoming effective. The Debtors believe that maintaining the exclusive right to file and solicit votes on a plan of reorganization is critical to the Debtors' efforts to conduct a potentially value-maximizing marketing process while also pursuing the standalone restructuring contemplated by the prepetition restructuring support agreement. The Debtors maintain that extending the exclusivity periods will afford the Debtors and their stakeholders time to finalize the restructuring transactions contemplated by the Plan and proceed toward emergence in an efficient, organized fashion, without unnecessary risk. Given that the Debtors have already confirmed the Plan and are diligently working toward emergence as contemplated by the Debtors and their organized constituents, an extension to the statutory maximum is appropriate, will avoid future unnecessary motion practice, and does not prejudice any parties. The Confirmation Order highlights numerous items necessary for the successful execution and implementation of the Plan. The Plan involves several stages of consummation, including: implementation of the NRG Settlement, implementation of the GenMA Settlement, a series of potential asset sales, separation of the Debtors' business from NRG's, and distributions to creditors. The GenMA Settlement in particular serves as a gating item for consummation of the NRG Settlement and consummation of the Plan. Meanwhile, the Debtors are simultaneously pursuing a series of asset sales designed to maximize the value of their estates. These asset sales have been authorized by the Court and allow the Debtors to take all actions necessary or appropriate to consummate such Third-Party Sale Transactions. These Third-Party Sale Transactions are ongoing and will further the Debtors' value-maximizing goals. About GenOn Energy GenOn Energy, Inc., is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is the product of two mergers since 2010. First, on Dec. 3, 2010, two wholesale power generation companies -- RRI Energy, a company formerly known as Reliant Energy, and Mirant Corporation -- completed an all-stock, tax-free merger with Mirant becoming RRI's wholly-owned subsidiary. Following the merger, RRI took its current name: GenOn. NRG, through a wholly-owned subsidiary, and GenOn completed a stock-for-stock merger in a $6 billion deal, with GenOn continuing as the surviving company on December 14, 2012. NRG, as consideration for acquiring GenOn's entire equity, issued 0.1216 shares of NRG common stock for each outstanding share of GenOn. In structuring the merger, NRG "ring-fenced" GenOn's debt, leaving GenOn's creditors without recourse against NRG's assets in the event of GenOn's default. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 60 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex. Lead Case No. 17-33695) on June 14, 2017, to implement a restructuring plan negotiated with stakeholders prepetition. The Debtors' cases have been assigned to Judge David R. Jones. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Rothschild Inc. is the financial advisor and investment banker. McKinsey Recovery & Transformation Services U.S. is the restructuring advisor. Epiq Systems, Inc., is the claims and noticing agent. Credit Suisse Securities (USA) LLC serves as GenOn Energy's financial advisor and investment banker. Special Counsel to the GAG Steering Committee is Quinn Emanuel Urquhart & Sullivan, LLP. The Steering Committee of GAG Noteholders is comprised of Benefit Street Partners LLC, Brigade Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus Alternative Asset Management LP, each on behalf of itself or certain affiliates, and/or accounts managed and/or advised by it or its affiliates. Counsel to the GenOn Steering Committee and the GAG Steering Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq., and Marc B. Roitman, Esq., at Ropes & Gray LLP. Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian E. Roberts, Esq., at Baker Botts L.L.P. GMD SERVICES: May Use Cash Collateral on Interim Basis ------------------------------------------------------ The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas has entered an interim order authorizing GMD Services, LLC's use of cash collateral. A final hearing on Debtor's Cash Collateral Motion will be conducted on June 14, 2018 at 1:30 p.m. The Debtor is indebted to First Option Bank and the Internal Revenue Service pursuant to filed liens, and by virtue thereof First Option Bank and the IRS claim a secured interest in cash collateral (cash, accounts, accounts receivable, inventory and the proceeds thereof). In return for the First Option Bank's and the IRS's consent to the Debtor's use of the cash collateral in which First Option Bank and the IRS have a secured interest, First Option Bank and the IRS are granted: (a) Replacement liens in post-petition cash collateral (including cash, accounts, accounts receivable, inventory and the proceeds thereof) of the Debtor to the same extent that the Bank and IRS have valid liens on pre-petition cash collateral; (b) The Debtor will, at all times, maintain its cash, accounts, accounts receivable, and inventory in the sum of at least $50,000; (c) The Debtor will timely file all post-petition tax returns and will make timely deposits of all post-petition taxes; (d) The Debtor agrees to pay $5,169 to the Bank and $3,000 to the IRS on or before April 6, 2018, with identical $5,169 and $3,000 amounts to be paid to the Bank and IRS on or before the first day of each succeeding month, until confirmation of the Debtor’s Plan of Reorganization. (e) The Debtor will serve copies of its monthly operating reports upon counsel for the IRS, Dennis R. Onnen, at 2345 Grand Blvd., Suite 301, Kansas City, Missouri 64108 on the same day they are filed with the U.S. Trustee or the Court. To the extent the adequate protection provided to the Bank and IRS proves to not be adequate to protect the Bank and IRS against a post-petition diminution in the value of their collateral, then the Bank and/or IRS are hereby granted and are entitled to have their claims for such diminution in value of collateral allowed as a superpriority administrative expense pursuant to section 507(b). A full-text copy of the Interim Order is available at: http://bankrupt.com/misc/ksb18-20374-32.pdf Attorneys for First Option Bank: Patricia A. Reeder, Esq. WONER, REEDER & GIRARD, P.A. PO Box 67689 Topeka, KS 66667-0689 Phone: (785) 235-5330 Fax: (785) 235-1615 Email: preeder@wrglaw.com About GMD Services GMD Services, LLC, is a fiber and utility installer with a location at 17140 US 169 Highway, Olathe, KS. GMD Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 18-20374) on March 6, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1,000,000 to $10 million. Judge Robert D. Berger presides over the case. Colin N. Gotham of Evans & Mullinix, P.A., is the Debtor's counsel. GOD'S HOUSE OF REFUGE: Taps Zimmerman Kiser as Legal Counsel ------------------------------------------------------------ God's House of Refuge Christian Center, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Zimmerman, Kiser & Sutcliffe, P.A. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; examine claims of creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Richard Webber II, Esq., the attorney who will be representing the Debtor, charges an hourly fee of $525. Associates and paralegals charge $285 per hour and $175 per hour, respectively. Zimmerman will be paid a retainer in the sum of $10,000. The firm's attorneys do not represent any interests adverse to the Debtor and its estate, according to court filings. Zimmerman can be reached through: Richard B. Webber II, Esq. Zimmerman, Kiser & Sutcliffe, P.A. P.O. Box 3000 Orlando, FL 32802-3000 Phone: 407-425-7010 Email: rwebber@zkslawfirm.com About God's House of Refuge Christian Center Inc. God's House of Refuge Christian Center, Inc., operates a church and office center in Cocoa, Florida. God's House of Refuge Christian Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-03291) on May 19, 2017. In the petition signed by Byron Jones, president, the Debtor estimated its assets and debt at $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. GORDON BURR: Artwork Sale by Masters Gallery Approved ----------------------------------------------------- Judge Joseph G. Rosania of the U.S. Bankruptcy Court for the District of Colorado authorized Gordon Burr's 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 sale of the Artwork is free and clear of all liens, claim and encumbrances. All costs associated with the sale, including the Gallery's Commission, will be paid from the sale proceeds. The secured creditors with allowed claims encumbering the Artwork will be paid from the proceeds of the sale in their order of priority after all the sale costs are paid to the extent proceeds permit. 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. GST AUTOLEATHER: Unsecureds to Recoup 7.9%- 22.5% Under Latest Plan ------------------------------------------------------------------- GST AutoLeather, Inc., and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement for their joint chapter 11 plan dated March 12, 2018. Under the latest plan, Class 4 Prepetition Secured Lender Claims will be allowed in an aggregate amount equal to $132,454,180. Allowed Prepetition Secured Lender Claims in an aggregate amount equal to the Purchaser Credit Bid will be satisfied, compromised, settled, and released in full in exchange for the Purchaser Credit Bid, and each holder of a remaining Allowed Prepetition Secured Lender Claim will receive its Pro Rata share (not to exceed the amount of such holder's remaining Allowed Prepetition Secured Lender Claim) of Class 4's Pro Rata share of any (i) Excess Distributable Cash and (ii) proceeds of Retained Causes of Action in excess of the Retained Causes of Action Threshold Amount. Projected recovery for this class is now 41.8%. The previous plan's projected recovery was only 19.5%. The projected recovery for unsecured creditors in Class 5 is now 7.9%-22.5%. The Troubled Company Reporter previously reported that under the initial plan, each holder of an Allowed Unsecured Claim in Class 5 will receive its Pro Rata share (not to exceed the amount of such holder's Allowed Unsecured Claim) of 75% of the Unsecured Cash Pool (equal to $1,575,000); 75% of all proceeds of Retained Causes of Action up to the Retained Causes of Action Threshold Amount (that is, up to $2,175,000); and Class 5's Pro Rata share of any (A) Excess Distributable Cash and (B) proceeds of Retained Causes of Action in excess of the Retained Causes of Action Threshold Amount. Projected recovery for unsecured claimants is 7.9%. A full-text copy of the Latest Disclosure Statement is available at: http://bankrupt.com/misc/deb17-12100-633.pdf About GST Autoleather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Lazard Middle Market, LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent, Ernst & Young LLP, as tax advisors. Deloitte & Touche LLP, as independent auditor. On Oct. 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Christopher M. Samis, L. Katherine Good, Aaron H. Stulman, Christopher A. Jones and David W. Gaffey of Whiteford Taylor & Preston LLP and Erika L. Morabito, Brittany J. Nelson, John A. Simon, Richard J. Bernard and Leah Eisenberg of Foley & Lardner LLP. Royal Bank of Canada is represented by Andrew V. Tenzer of Paul Hastings LLP. GULFMARK OFFSHORE: Darling Quits as SVP Human Resources ------------------------------------------------------- GulfMark Offshore, Inc. reported in a Form 8-K filed with the Securities and Exchange Commission the departure of its senior vice president - human resources, David E. Darling, effective as of March 16, 2018. About Gulfmark Offshore Based in Houston, Texas, GulfMark Offshore, Inc., is a global provider of marine transportation services through a fleet of offshore support vessels for the offshore energy industry. The Company was incorporated in 1996. The Company's business has been impacted by the level of activity in worldwide offshore oil and natural gas exploration, development and production, which in turn is influenced by trends in oil and natural gas prices. GulfMark sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 17-11125) on May 17, 2017. In the petition signed by Quintin V. Kneen, president and CEO, the Debtor disclosed $1.07 billion in assets and $737.1 million in liabilities as of March 31, 2017. GulfMark hired Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP as legal counsel; Blank Rome LLP as corporate counsel; Alvarez & Marsal North America LLC as financial advisor; Evercore Group LLC as investment banker; Ernst & Young LLP as restructuring consultant; KPMG US LLP as auditor and tax consultant; and Prime Clerk LLC as claims, noticing & solicitation agent. HALAIS GROUP: Secured Claim of Parliament High Added in Latest Plan ------------------------------------------------------------------- Halais Group, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico an amended disclosure statement describing its amended plan of reorganization dated March 10, 2018. The amended plan adds the secured claim of Parliament High Yield Fund, LLC in Class 5. The Debtors will pay the expected amount of $785,000 in monthly payments of $9,322.00 in an interest rate of 14.25%. Maturity date of Balloon is August 31st, 2019 with an estimated balance of $785,000. The plan proposes to pay creditors of the Debtor with funds from the cash flow from operations and future income derived from the burial and funeral services business and from funds obtained from Parliament High by a post-petition secured loan. The Troubled Company Reported previously reported that Class 5 general unsecured claimants will be paid a Pro-rata distribution of a total of $10,000 at the effective date of the plan. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/prb16-01361-11-281.pdf A full-text copy of the Amended Plan is available at: http://bankrupt.com/misc/prb16-01361-11-282.pdf About Halais Group Headquartered in Caguas, Puerto Rico, Halais Group, Inc. filed for chapter 11 bankruptcy protection (Bankr. D.P. R. Case No. 16-01361) on Feb. 24, 2016, with estimated assets at $500,000 to $1 million and estimated liabilities at $1 million to $10 million. The petition was signed by Raymond Halais, president, authorized representative of Halais. HANKAM HOLDINGS: Wants to Dispense With Patient Care Ombudsman -------------------------------------------------------------- Hankam Holdings, PLLC, asks the United States Bankruptcy Court for the Eastern District of Texas to dispense with patient care ombudsmen, or in the alternative, to determine that it is not a heath care business. The Debtor submits that it might be considered a Health Care Business as defined under 11 U.S.C. Section 101(27) because its business consisted of dental services. While the Debtor is not primarily engaged in offering these types of services (diagnosis or treatment of injury, deformity or disease), the Debtor does provide services which consist of treatment. However, the Debtor asserts that its bankruptcy was not caused by patient care issues. Accordingly, the Debtor submits that there's no need to appoint Ombudsmen in this case. About Hankam Holdings Hankam Holdings, PLLC filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 18-40546), on March 14, 2018. The Petition was signed by its sole member, Sammar Razaq. The Debtor is represented by Eric A. Liepins, Esq. of Eric A. Liepins, P.C. At the time of filing, the Debtor had $50,000 to $100,000 in estimated assets and $500,000 to $1 million in estimated liabilities. HARBORVIEW TOWERS: Taps Ellin & Tucker as Financial Expert ---------------------------------------------------------- Council of Unit Owners of the 100 Harborview Drive Condominium seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire a financial expert. The Debtor proposes to employ Ellin & Tucker, Chartered to assist it with expert witness analysis and testimony on the confirmation of its proposed Chapter 11 plan of reorganization. The firm's hourly rates are: Director $400 - $500 Principal $325 - $400 Manager $275 - $350 Associates $200 - $275 Analysts $165 - $225 Support Staff $60 - $90 R. Christopher Rosenthal, director of Ellin & Tucker, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Ellin & Tucker can be reached through: R. Christopher Rosenthal Ellin & Tucker, Chartered 400 East Pratt Street, Suite 200 Baltimore, MD 21202 Phone: 202.638.0902 E-mail: crosenthal@ellinandtucker.com About Council of Unit Owners of the 100 Harborview Drive Condominium Council of Unit Owners of the 100 Harborview Drive Condominium, a condominium association, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016. In the petition signed by Dr. Reuben Mezrich, president, the Debtor estimated assets and liabilities at $10 million to $50 million. Judge James F. Schneider is assigned to the case. The Debtor is represented by Paul Sweeny, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC. * * * The Debtor filed a Chapter 11 plan of reorganization and disclosure statement on Oct. 28, 2016. HJR LLC: Plan and Disclosure Statement Hearing Set for April 17 --------------------------------------------------------------- Bankruptcy Judge Susan V. Kelley conditionally approved HJR, LLC's small business disclosure statement explaining its chapter 11 plan dated March 12, 2018. The hearing on final approval of the Disclosure Statement and confirmation of the Chapter 11 Plan is scheduled for April 17, 2018 at 1:00 p.m. at the United States Courthouse at 517 East Wisconsin Avenue, Room 167, Milwaukee, Wisconsin. All objections to final approval of the Disclosure Statement and confirmation of the Chapter 11 Plan must be filed with the Court on or before April 13, 2018. Ballots must be returned to and received by counsel for the Debtor on or before April 13, 2018. About HJR, LLC HJR, LLC, sought Chapter 11 protection (Bankr. E.D. Wis. Case No. 17-29073) on Sept. 13, 2017, estimating assets in the range of $500,000 to $1 million and $1 million to $10 million in debt. The petition was signed by Charanjit Singh, its member. HJR, LLC, doing business as Neenah BP, formerly doing business as Badger Avenue Gas, is a small business debtor as defined in 11 U.S.C. Section 101(51D), and owns gas stations. HJR has buried gas tanks at two of its gas station locations: 1720 North St. Neenah, WI 54956 and 1201 N. Badger Ave., Appleton, WI 54914. Both sites are currently inspected and up to code. Judge Susan V. Kelley is assigned to the case. The Debtor tapped John W. Menn, Esq., at Steinhilber Swanson LLP, as counsel. HOBBICO INC: L. Thomson Appointed as Consumer Privacy Ombudsman --------------------------------------------------------------- Andrew R. Vara, Acting United States Trustee for Region 3, appoints Lucy L. Thomson as the Consumer Privacy Ombudsman in the Chapter 11 bankruptcy cases of Hobbico, Inc., and its debtor-affiliates. Ms. Thomson has an office located at: Livingston PLLC 1455 Pennsylvania Ave., N.W., Suite 400 Washington, D.C. 20004 Tel: (703) 798-1001 Email: lucythomson1@mindspring.com About Hobbico, Inc. Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the design, manufacturing, marketing and distribution of thousands of hobby products including radio-control and general hobby products. The company's merchandise includes a wide variety of radio-control models from cars and boats to airplanes and helicopters. Hobbico began in 1971 with just two people and now employs over 650 individuals in facilities that include its West Coast distribution center in Reno, Nevada, facilities in Penrose, Colorado and Elk Grove Village, Illinois and its corporate headquarters in Champaign, Illinois. Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10, 2018. In the petition signed by Tom S. O'Donoghue, Jr., chief restructuring officer, Hobbico estimated assets of $10 million to $50 million and debt of $100 million to $500 million. The Hon. Kevin Gross is the case judge. The Debtors tapped Neal, Gerber & Eisenberg LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local bankruptcy counsel; Lincoln International LLC as investment banker; and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as restructuring advisors. JND Corporate Restructuring is the notice and claims agent. On Jan. 22, 2018, the Office of the U.S. Trustee for Region 3 appointed the Official Committee of Unsecured Creditors. The Committee retained Cullen and Dykman LLP, as lead counsel; Whiteford Taylor & Preston LLC, as Delaware counsel; and Emerald Capital Advisors, as financial advisors. HOME CAPITAL: DBRS Raises LongTerm Issuer Rating to B ----------------------------------------------------- DBRS Limited upgraded the Long-Term Issuer Rating and Long-Term Senior Debt rating of Home Capital Group Inc. (HCG or the Group) to B from B (low) as well as confirmed the Group's Short-Term Issuer Rating and Short-Term Instruments rating at R-5. DBRS also confirmed the Long-Term Issuer Rating, Long-Term Deposits rating and Long-Term Senior Debt rating of HCG's primary operating subsidiary, Home Trust Company (HTC or the Trust Company), at BB (low) as well as confirmed HTC's Short-Term Issuer Rating and Short-Term Instruments rating at R-4. The trends on all ratings are Stable. The Intrinsic Assessment for HTC is BB (low), while the Support Assessment for HCG is SA3, which implies no expected systemic support for the Group. The narrowing of the notching between the ratings of the Group and the Trust Company is driven by the incremental progress made by the Group in returning to profitability and stabilizing funding. Given this progress, HCG's new management team is now in a position to develop an articulated strategy for the future of the Group, which is expected in Q2 2018. Despite the progress, DBRS remains cognizant that HCG has lost market share and has higher-than-peer funding costs and that the new rules around mortgage underwriting might impede growth. HCG, once Canada's largest Alternative-A mortgage provider, lost its top position after facing a turbulent second and third quarter in 2017 due to a liquidity event that stemmed from a crisis of confidence. The Group's loans under administration (LUA) shrunk by 15% during 2017 to $22.5 billion, as it sold $1.5 billion in residential and commercial assets, while originations totaled $4.7 billion, half the amount underwritten in 2016. In Q4 2017, the Group commenced various initiatives aimed at repairing and improving mortgage broker relationships with the impetus of driving stronger originations going forward while maintaining underwriting risk standards. DBRS will look to HCG to maintain a solid footing in the industry and ensure that LUA growth remains measured. Meanwhile, the Office of the Superintendent of Financial Institutions' new B-20 mortgage underwriting guidelines, which went into effect on January 1, 2018, are expected to have an impact on HCG's originations and renewals; however, management has yet to determine the consequences of the new rules, which include a higher stress test on uninsured mortgages as well as constraints on bundled mortgages. Earnings suffered during 2017 as the Group's elevated funding costs caused a significant quarterly loss in Q2 2017. Indeed, in order to entice depositors and stabilize its funding, HCG had to pay higher interest rates on its deposit products in comparison with peers for most of 2017. In addition, the Group sequentially obtained new line of credit facilities to resolve liquidity issues, which cost it $148 million in fees and interest during the year. As a result, net income was down to $7.5 million in 2017 versus $247.0 million in 2016. DBRS expects earnings to remain positive. Nonetheless, HCG must be able to bring down funding costs further in order to revert back to historical profitability levels and to recapture lost market share. Refinancing its liquidity backstop that comes due in Q2 2018 from a subsidiary of Berkshire Hathaway Inc. (BH) at considerably lower costs could positively affect the ratings. Asset quality remained strong in 2017, with impaired loans-to-gross loans at 0.34% as at December 31, 2017. Management continues to invest in improving risk policies and procedures in order to maintain the Group's reputation for good underwriting, which DBRS believes is crucial at this point as HCG attempts to regain its position in the mortgage market. Positively, the new B-20 guidelines will likely drive some of the large bank borrowers to HCG, as they would not qualify for mortgages at the larger institutions given the more stringent stress tests, thereby improving the overall credit profile of the Group's clients. With funding now stable, HCG is looking to enhance its direct-to-consumer product offering in order to reduce the Group's dependence on broker deposits, which comprises 79% the $12.2 billion of total deposits as at December 31, 2017. During the year, the Group saw its brokered demand deposits fall to $139.0 million from $2.0 billion as it faced a crisis of confidence that started in Q2 2017. As such, management has indicated that it will now limit demand deposits to a level that is commensurate with its available liquidity, which DBRS views positively. Liquid assets totaled $1.7 billion as at YE2017, almost three times the amount of demand deposits on the balance sheet. Meanwhile, the $2.0 billion line of credit from BH remains undrawn as at December 31, 2017. Capitalization levels remain strong, with HCG's Common Equity Tier 1 ratio at 23.2% as at YE2017. No dividends were declared as the Group focuses on reigniting growth. In DBRS's view, maintaining a healthy capital cushion is prudent at this juncture. Meanwhile, DBRS ran its Canadian residential mortgage-backed securities model (including home equity lines of credit) on the uninsured residential mortgage portfolio using static loan-level data to gain an understanding of how the portfolio might act in the event of material market declines. The analysis showed that the expected loss in the mortgage portfolio during a significant real estate market correction is manageable. The Grid Summary Scores for HTC are as follows: Franchise Strength – Weak; Earnings Power – Moderate/Weak; Risk Profile – Moderate; Funding & Liquidity – Weak; and Capitalization – Moderate/Weak. RATING DRIVERS A further buildup of the deposit base through stable direct channels, a decreased dependence on brokered deposits and a lowering of funding costs in line with peer levels could lead to positive rating actions. Moreover, regaining market share by improving originations while sustaining an appropriate level of profitability and maintaining sound asset quality would be viewed positively. Conversely, the ratings could come under pressure if HCG is unable to improve service levels in order to repair and solidify relationships with mortgage brokers. Furthermore, a change in the asset mix that leads the Group to underwrite a materially larger proportion of commercial loans, which, in turn, would shift its focus from its core franchise of underwriting residential mortgages, or significant losses in the loan book that arise from unforeseen weakness in underwriting and/or risk management processes could also lead to negative rating actions. Notes: All figures are in Canadian dollars unless otherwise noted. ICONIX BRAND: Completes Refinancing of its 1.50% Convertible Notes ------------------------------------------------------------------ Iconix Brand Group Inc. has repaid the remaining $236 million 1.50% convertible senior subordinated notes due March 15, 2018. As previously disclosed, on Feb. 22, 2018, the Company exchanged $125 million aggregate principal amount of 2018 Notes for $125 million aggregate principal amount of new 5.75% convertible senior subordinated secured second lien notes due 2023. On March 14, 2018, the Company drew down $110 million under its senior secured term loan and used those proceeds, along with cash on hand, to make a payment to the trustee under the indenture governing the 2018 Notes in an amount to repay the remaining 2018 Notes at maturity on March 15, 2018. John Haugh, CEO of Iconix commented, "We are pleased to announce that by repaying our 1.50% notes we have satisfied our near-term debt obligations and significantly improved our balance sheet. This represents a major step forward in our overall strategy to de-lever and achieve an appropriate capital structure." About Iconix Brand Broadway, New York-based Iconix Brand Group, Inc. -- http://www.iconixbrand.com/-- is a brand management company and owner of a diversified portfolio of over 30 global consumer brands across the women's, men's, entertainment, home and international segments. The Company's business strategy is to maximize the value of its brands primarily through strategic licenses and joint venture partnerships around the world, as well as to grow the portfolio of brands through strategic acquisitions. Iconix Brand owns, licenses and markets a portfolio of consumer brands including: Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee Cooper, and Artful Dodger; and interests in Material Girl, Ed Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and PONY. Iconix Brand incurred a net loss attributable to the Company of $489.3 million in 2017, a net loss attributable to the Company of $252.1 million in 2016 and a net loss attributable to the Company of $186.51 million in 2015. As of Dec. 31, 2017, Iconix Brand had $870.51 million in total assets, $891.20 million in total liabilities, $30.28 million in redeemable non-controlling interests, and a total stockholders' deficit of $50.97 million. Due to certain developments, including the decision by Target Corporation not to renew the existing Mossimo license agreement following its expiration in October 2018 and by Walmart, Inc. not to renew the existing Danskin Now license agreement following its expiration in January 2019, and the Company's revised forecasted future earnings, the Company forecasted that it would unlikely be in compliance with certain of its financial debt covenants in 2018 and that it may otherwise face possible liquidity challenges in 2018. ICONIX BRAND: Posts $24.7 Million Net Income in Fourth Quarter -------------------------------------------------------------- Iconix Brand Group, Inc., reported financial results for the fourth quarter ended Dec. 31, 2017. For the three months ended Dec. 31, 2017, the Company reported net income attributable to the Company of $24.74 million on $52.29 million of licensing revenue compared to a net loss attributable to the Company of $293.90 million on $58.80 million of licensing revenue for the same period during the prior year. Total SG&A expenses in the fourth quarter of 2017 were $40.9 million, an 11% increase compared to $36.8 million in the fourth quarter of 2016. In the fourth quarter of 2017, SG&A included $2.5 million of special charges related to professional fees associated with the SEC investigation, the class action and derivative litigations, continuing correspondence with the Staff of the SEC, and costs related to the transition of Iconix management, as compared to approximately $3.9 million in the fourth quarter of 2016. These special charges are excluded from the Company's non-GAAP net income and EPS. Excluding special charges, SG&A expenses were up 17% in the fourth quarter of 2017. The increase was primarily related to greater advertising expense in the fourth quarter versus the prior year due to a shift from third to fourth quarter spending in 2017. Stock based compensation was $4.9 million in the fourth quarter of 2017, as compared to $2.1 million in the fourth quarter of 2016. In the fourth quarter of 2017, the Company recorded a non-cash trademark impairment charge of $4.1 million in the home segment and a $7.6 million impairment in the international segment which is included in equity earnings on joint ventures. The Company also recorded a non-cash investment impairment charge of $16.8 million related to the MG Icon joint venture which owns the Material Girl brand. Operating loss for the fourth quarter of 2017 was $18.3 million, as compared to a loss of $388.2 million in the fourth quarter of 2016. Operating loss for the full year 2017 was $564.7 million, as compared to a loss of $272.8 million in 2016. Operating loss in the fourth quarter of 2017 included trademark and investment impairments of $28.5 million and a loss on termination of licenses of $2.4 million. Excluding these items, Adjusted Operating Income for the fourth quarter of 2017 was approximately $12.6 million. Operating loss in the fourth quarter of 2016 included trademark, goodwill and investment impairments of $438.1 million, $3.0 million of income related to the Sharper Image brand as well as a $28.1 million gain on the sale of the Sharper Image trademark, and as a result there is no comparable income in the current period. Noting the items above, Adjusted Operating Income in the fourth quarter of 2017 decreased approximately $6.1 million. Interest expense in the fourth quarter of 2017 was $21.8 million, as compared to interest expense of $17.2 million in the fourth quarter of 2016. The Company's reported interest expense includes non-cash interest related to its outstanding convertible notes of approximately $4.6 million in the fourth quarter of 2017 and approximately $4.1 million in the fourth quarter of 2016. During the fourth quarter of 2017, the Company amended its senior secured term loan and reduced the size of the credit facility by $75 million to $225 million. As previously disclosed, on Feb. 22, 2018, the Company exchanged $125 million aggregate principal amount of 1.50% convertible senior subordinated notes due March 15, 2018 for $125 million aggregate principal amount of new 5.75% convertible senior subordinated secured second lien notes due 2023. The Company drew down $110 million under its senior secured term loan and used those proceeds, along with cash on hand, to make a payment to the trustee under the indenture governing the 1.50% Convertible Notes in an amount to repay the remaining 1.50% Convertible Notes at maturity on March 15, 2018. The Company generated $10.3 million of free cash flow in the fourth quarter of 2017, a 94% decrease as compared to $174.3 million in the fourth quarter of 2016. In 2017, the Company generated $56.6 million of free cash flow, an 80% decrease as compared to $277.0 million in 2016. In 2016 the Company received $98.3 million of cash related to the sale of the Sharper Image brand. John Haugh, CEO of Iconix commented, "2017 continued to be a year of change as we refinanced our balance sheet and refined our business model. Importantly, we enter 2018 better positioned to leverage our brand portfolio anchored on our strategic focus to actively manage brands with our existing partners, while exploring new opportunities to expand our reach." Haugh further noted, "The launch of Starter with Amazon in 2017 and our recently announced multiyear agreement with Target for the Umbro brand demonstrates our ability to position our brands with the right long-term partners to maximize market presence and contribution to Iconix. With our near-term debt obligations satisfied today, we are now able to apply renewed attention to our business initiatives and lay the foundation for sustained, organic growth." 2018 Guidance: * Previously announced full year revenue guidance of $190 million to $220 million * On track to deliver approximately $12 million of full year cost-savings aligning expenses with revenue base * GAAP net income guidance of $7 million to $17 million, and $20 million to $30 million on a Non-GAAP basis * Full year free cash flow of approximately $50 million to $70 million A full-text copy of the press release is available for free at: https://is.gd/qhcFqd About Iconix Brand Broadway, New York-based Iconix Brand Group, Inc. -- http://www.iconixbrand.com/-- is a brand management company and owner of a diversified portfolio of over 30 global consumer brands across the women's, men's, entertainment, home and international segments. The Company's business strategy is to maximize the value of its brands primarily through strategic licenses and joint venture partnerships around the world, as well as to grow the portfolio of brands through strategic acquisitions. Iconix Brand owns, licenses and markets a portfolio of consumer brands including: Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee Cooper, and Artful Dodger; and interests in Material Girl, Ed Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and PONY. Iconix Brand incurred a net loss attributable to the Company of $489.3 million in 2017, a net loss attributable to the Company of $252.1 million in 2016 and a net loss attributable to the Company of $186.51 million in 2015. As of Dec. 31, 2017, Iconix Brand had $870.51 million in total assets, $891.20 million in total liabilities, $30.28 million in redeemable non-controlling interests, and a total stockholders' deficit of $50.97 million. Due to certain developments, including the decision by Target Corporation not to renew the existing Mossimo license agreement following its expiration in October 2018 and by Walmart, Inc., not to renew the existing Danskin Now license agreement following its expiration in January 2019, and the Company's revised forecasted future earnings, the Company forecasted that it would unlikely be in compliance with certain of its financial debt covenants in 2018 and that it may otherwise face possible liquidity challenges in 2018. ICONIX BRAND: Sports Direct Reports 9.2% Stake as of March 15 ------------------------------------------------------------- Sports Direct International plc disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of March 15, 2018, it has an indirect economic interest in 5,664,115 shares of common stock of Iconix Brand Group, Inc., representing a 9.2% economic interest in the Shares. Such interest is held through contracts for differences, the terms of which do not confer voting rights or dispositive power. A full-text copy of the regulatory filing is available at https://is.gd/u1gui0 About Iconix Brand Broadway, New York-based Iconix Brand Group, Inc. -- http://www.iconixbrand.com/-- is a brand management company and owner of a diversified portfolio of over 30 global consumer brands across the women's, men's, entertainment, home and international segments. The Company's business strategy is to maximize the value of its brands primarily through strategic licenses and joint venture partnerships around the world, as well as to grow the portfolio of brands through strategic acquisitions. Iconix Brand owns, licenses and markets a portfolio of consumer brands including: Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee Cooper, and Artful Dodger; and interests in Material Girl, Ed Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and PONY. Iconix Brand incurred a net loss attributable to the Company of $489.3 million in 2017, a net loss attributable to the Company of $252.1 million in 2016 and a net loss attributable to the Company of $186.51 million in 2015. As of Dec. 31, 2017, Iconix Brand had $870.51 million in total assets, $891.20 million in total liabilities, $30.28 million in redeemable non-controlling interests, and a total stockholders' deficit of $50.97 million. Due to certain developments, including the decision by Target Corporation not to renew the existing Mossimo license agreement following its expiration in October 2018 and by Walmart, Inc. not to renew the existing Danskin Now license agreement following its expiration in January 2019, and the Company's revised forecasted future earnings, the Company forecasted that it would unlikely be in compliance with certain of its financial debt covenants in 2018 and that it may otherwise face possible liquidity challenges in 2018. INLAND OASIS GROUP: Proceeds of Business Sale to Pay Creditors -------------------------------------------------------------- Inland Oasis Group Inc., filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement in support of its chapter 11 plan dated March 9, 2018. The Plan provides for the Debtor to assume its restaurant space with Global Chandler Mercado, LLC, its POS software license contract with Heartland/Dinerware, its POS hardware and support contract with ProfitLink, LLC, and its dishwasher leases with US Foods/Ecolab. The Debtor is current on these leases and contracts and intends to perform them going forward. The debtor has provided for these payments in its budget, which in Debtor's experience serves as a reasonable estimate of its projected performance going forward, and thus of its ability to perform under the leases and contracts to be assumed. The Plan will be funded from (1) the sum of $9,720.74 to be turned over from a pre-petition garnishment by TBF Financial, LLC (2) the Sum of $15,000 at confirmation from Debtor's projected pre-confirmation cash on hand from operations; (3) proceeds from the sale of Debtor's business in the estimated amount of $275,000 (the "Business Sale") and/or from the sale of Debtor's Series 6 Liquor License in the estimated amount of $80,000; and (4) the monthly sum of $2,200 from Debtor's cash flow until all allowed claims are paid in full or until the closing on any Business Sale. The Debtor anticipates that its restaurant revenue will remain stable or increase. The Debtor has also had apparently genuine interest in a Business Sale at the price of $275,000. A sale would allow a faster payout to creditors, but it would not allow for payment in full of all general unsecured claims. If a viable purchase offer is not received by the effective date, Debtor intends to qualify and apply for a Series 12 Liquor License. Debtor's food-to-alcohol sales ratios allow it to operate under that license, with some likely modifications to the tenant improvements. This would allow Debtor to sell its Series 6 Liquor License for an estimated gross sales price of $80,000 and net proceeds of approximately $70,000 within six months after the effective date, significantly speeding the payment of its creditors. In the event of a Business Sale, Debtor projects that the funds will be sufficient to pay in full all allowed secured and priority unsecured claims. Non-priority unsecured claims would be paid a projected 50% of their claims. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb2-17-13376-72.pdf About Inland Oasis Group Inland Oasis Group, Inc. operates "The Reef" -- a restaurant and bar located in Chandler, Arizona. Inland Oasis Group filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-13376) on Nov. 9, 2017. In the petition signed by Mark Vargovich, president, the Debtor estimated under $50,000 in both assets and liabilities. Judge Madeleine C. Wanslee presides over the case. Kelly G. Black, PLC, is the Debtor's bankruptcy counsel. INRETAIL REAL: Fitch Rates New Unsecured Notes BB+(EXP) ------------------------------------------------------- Fitch Ratings has assigned an expected rating of 'BB+(EXP)' to InRetail Real Estate Corp.'s (InRetail Real Estate) proposed unsecured notes to be issued through its fully owned subsidiary InRetail Shopping Malls. The notes will be fully guaranteed by InRetail Real Estate (the parent company) and its operating subsidiaries: Interproperties Holding, Interproperties Holding II; and Real Plaza. The combined target amount for the proposed transactions is up to USD500 million, which includes a USD-denominated senior unsecured issuance of up to USD400 million and a Nuevo-Soles (local currency)-denominated senior unsecured issuance of up to USD100 million. The total amount and tenor of the proposed issuances will depend on market conditions. Proceeds from the proposed issuances are expected to be used primarily to refinance debt, including InRetail Real Estate's USD senior notes due in 2021 (USD300 million outstanding), grant a USD150 million loan to InRetail Peru Corp, and for general corporate purposes. KEY RATING DRIVERS Leading Market Position, Largest Player in Peru: InRetail Real Estate's ratings reflect its solid business position in Peru's shopping malls industry, stable and predictable cash flow generation, and favorable industry fundamentals. InRetail Real Estate is the largest shopping mall company in Peru based on gross leasable area (GLA) and number of shopping malls. The company maintains a property portfolio of 21 owned shopping malls with 670 thousand square meters (m2) of total GLA and annual tenant revenues of USD1.5 billion as of Dec. 31, 2017. InRetail Real Estate maintains a market share as measured by its participation in Peru's total GLA estimated at 23% as of Dec. 31, 2017. The company's market position in Peru's shopping mall industry is viewed as solid for the medium term. High Margins, Consistent Operational Performance, and Solid Occupancy: The company's margins are stable and supported by its lease structure with fixed-rent payments representing approximately 87% of total rental income. EBITDA margins are expected to remain stable at around 80% for 2018-2019. InRetail Real Estate has maintained a high occupancy level of 97% through 2015-2017. Its lease portfolio has satisfactory lease expiration dates with approximately 8% and 7% of its lease portfolio (as a percentage of total GLA) expiring in 2018 and 2019, respectively. In addition, InRetail Real Estate's lease duration profile for its property portfolio has an average of about 19 years (including anchor tenants) and about six years (excluding anchor tenants). Strong EBITDA Growth Post Capex Execution: Fitch expects the company to execute an aggressive capital expenditures (capex) plan, estimated at PEN1.2 billion (USD365 million), during 2018-2020. The capex plan includes the addition of approximately 175,000 square meters of GLA, in new developments and expansions, as well as some strategic assets and land acquisition. The development of the Puruchuco Mall, expected to open during 2019, is the main component of the capex plan. The company's total annual EBITDA is expected to reach around USD125 million by 2021, an increase of approximately 40% over its 2017 EBITDA of USD90 million. Related-Party Transaction Incorporated: InRetail Peru Corp. is the retail arm of Intercorp Peru Ltd. (BBB-/Stable), which controls 71.3% of InRetail Peru Corp., which fully owns InRetail Real Estate (the shopping mall business) and InRetail Consumer (the supermarket and pharmacy retail businesses). On Jan. 26, 2018, InRetail Peru Corp. announced the acquisition of Quicorp S.A., a leading pharmaceutical distributor and retailer in the Andean region, for a total amount of USD583 million. InRetail Real Estate is planning to grant, with the proceeds of its proposed bond issuance, a USD150 million loan to InRetail Peru Corp. to partially fund the acquisition of Quicorp S.A. The USD150 million loan will mirror the terms and conditions of the proposed USD-denominated bond issuance in terms of interest rate and tenor. Higher Leverage Factored into Ratings: Considering the proposed bond issuance, Fitch anticipates the company's net adjusted debt/ EBITDAR to reach its peak at around 6x during 2018-2019 as the company implements its expansion plan. During the LTM ended Dec. 31, 2017, InRetail Real Estate's net financial leverage, measured as net adjusted debt/LTM EBITDAR, was at about 3.3x. Post-capex plan execution, Fitch expects the company's net adjusted leverage to decline, reaching levels around 5x by 2020. The ratings also factor in the company's total unencumbered assets, valued at around PEN4.4 billion, unencumbered assets to unsecured debt at around 2.5x, net loan to value at approximately 40%; and total secured debt to total assets below 7% during 2018-2020. Concentration Risk Counterbalanced by Asset Quality: The ratings incorporate InRetail Real Estate's asset and tenant concentration risk. The company's net revenue structure presents some asset concentration, with five malls representing approximately 50% of its net revenues during 2017. In addition, the company's tenant composition is concentrated, with 10 of its most important tenants representing approximately 43% of total annual rent revenue. This concentration is partially balanced by the solid credit quality of these tenants. The company's assets and tenant concentration risks are not expected to materially change in the short to medium term. DERIVATION SUMMARY InRetail Real Estate's ratings reflect an experienced and very well-positioned shopping mall operator in the Peruvian mall industry with some tenant concentration, sound financial policies, and relative smaller scale when compared to regional players. InRetail Real Estate's credit metrics, on a proforma basis considering the proposed bond transactions, are viewed as solid in the 'BB' rating category when compared to regional peers. The ratings are constrained by the company aggressive 2018-2020 capex plan. InRetail Real Estate maintains a weaker position in terms of anticipated capex relative to cash flow generation when compared to regional peers. InRetail Real Estate's EBITDA margin of around 80% during 2017 is viewed as strong when compared with main players in Latin America such as Fibra Uno (BBB/Stable), BR Malls (BB/Stable), Multiplan (AAA(bra)/Stable), and Parque Arauco (AA-(cl)/Stable) with EBITDA margins of 76.5%, 71%, 72.2%, and 70%, respectively, during the same period. The company's leverage, measured as net adjusted debt/EBITDAR, is expected to remain around 6x during 2018-2019, which is viewed as adequate when compared with regional peers. Fibra Uno, BR Malls, Multiplan, and Parque Arauco reached net leverage of 5.4x, 3.0x, 2.4x, and 5.8x, respectively, during the same period. In terms of interest coverage, InRetail Real Estate's EBITDA/net interest ratio is anticipated to be in the 2.5x-3x range during 2018-2019, which is viewed as similar to expected levels for Fibra UNO (2.8x), slightly superior to those expected for BR Malls (2.5x), and below those expected for Parque Arauco (3.7x) during the same period. InRetail Real Estate's expected levels of unencumbered assets to unsecured debt at around 2.5x, and its total net loan to value ratio at approximately 40% during 2018-2020 are well positioned when compared with regional peers rated in the 'BB' and 'BBB' rating categories. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for the issuer include: -- 2018-2019 EBITDA margin around 80%; -- Net adjusted Leverage, measured as the net adjusted debt/LTM EBITDAR ratio, at levels around 6x during 2018-2019; -- Negative FCF during 2018-2019 due to higher capex; -- No dividend payments during 2018 - 2019; -- Interest coverage (EBITDAR/interest + rents expenses) consistently around 2.5x during 2018-2019. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Improvement in InRetail Real Estate's asset diversification, net adjusted leverage and unencumbered assets post completion of Puruchuco Mall; -- Net adjusted leverage consistently below 4.3x ratio; -- Interest coverage ratio consistently above 2.5x; -- Unencumbered asset to net unsecured debt consistently around 3x. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Adverse macroeconomic trends leading to weaker credit metrics; -- Significant dividend distributions; -- Higher than expected vacancy rates or deteriorating lease conditions; -- Net adjusted Leverage consistently above 5.5x, post 2018-2019 execution plan; -- Interest coverage ratio (EBITDA /interest expense ratio) consistently below 2x. LIQUIDITY Adequate Liquidity Post Transaction, Solid Unencumbered Assets Fitch views the company's liquidity as adequate - after the proposed bond issuances - considering its cash position, no material debt principal payments scheduled during 2018-2020, expected interest coverage ratio levels, and a significant unencumbered asset base. The company's liquidity position was USD96 million (PEN313 million) as of Dec. 31, 2017. Fitch projects the company's liquidity position will decline, as a result of its capex plan execution, but remain sufficient at around USD15 million during 2018-2020. With the proposed bond issuance the company is targeting to refinance its USD350 million senior notes due in 2021 (USD300 million outstanding) and some of its debt with banks. On a pro forma basis post-transaction the company will have approximately USD40 million in principal debt payments due during 2018-2021, which is viewed as manageable. Also the ratings factor in the company's solid level of unencumbered assets, which provides financial flexibility. The company's total unencumbered assets are estimated at PEN4.4 billion, its unencumbered assets to unsecured debt at around 2.5x, and its total net loan to value at approximately 40% during 2018-2020. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: InRetail Shopping Malls -- USD400 million senior unsecured foreign currency notes 'BB+(Exp)'; -- PEN325 million senior unsecured local currency notes 'BB+(Exp)'. Fitch currently rates the entities as follows: InRetail Real Estate Corp -- Long-Term Foreign-Currency IDR at 'BB+'; -- Long-Term Local-Currency IDR at 'BB+'. InRetail Shopping Malls -- USD350 million senior unsecured foreign currency notes at 'BB+'; -- PEN 141 million senior unsecured local currency notes due 2034 at 'BB+'. The Rating Outlook is Stable. INTEGRATED PHYSICIAN: Court to Determine Necessity of PCO --------------------------------------------------------- The Clerk's Office requests the U.S. Bankruptcy Court for the Eastern District of New York to determine whether pursuant to 11 U.S.C. Section 333 a Patient Care Ombudsman should be appointed in the case of Integrated Physician Solutions, Inc., since its petition indicates that the nature of its business is "Health Care Business." About Constellation & Orion Constellation Healthcare Technologies, Inc., is a healthcare services organization providing outsourced revenue cycle management, practice management, and group purchasing services to U.S. physicians. Orion Healthcorp, et al. -- http://www.orionhealthcorp.com/-- are a consolidated enterprise of several companies aggregated through a series of acquisitions, which operate the following businesses: (a) outsourced revenue cycle management for physician practices, (b) physician practice management, (c) group purchasing services for physician practices, and (d) an independent practice association business, which is organized and directed by physicians in private practice to negotiate contracts with insurance companies on their behalf while those physicians remain independent and which also provides other services to those physician practices. Orion has locations in Houston, Texas; Jericho, New York; Lakewood, Colorado; Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley, California. Constellation Healthcare Technologies, Inc., along with certain of its subsidiaries, including Orion Healthcorp, Inc., and Integrated Physician Solutions, Inc., on March 16, 2018, initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to facilitate an orderly and efficient sale of its businesses. The lead case is In re Orion Healthcorp, Inc. (E.D.N.Y. Lead Case No. 18-71748). The Debtors have liabilities of $245.9 million. The Hon. Carla E. Craig is the case judge. The Debtors tapped DLA Piper US LLP as counsel; FTI Consulting, Inc. as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. INTERNATIONAL RESTAURANTS: Foreclosure Auction Set for May 16 ------------------------------------------------------------- The property of International Restaurants II located at 1622 South Stapley Drive, Mesa, Arizona 85204, will be sold at public auction to the highest bidder on May 16, 2018, at 10:00 a.m. Mountain Standard Time at: The Offices of Murphy Karber Cordier PLC 2025 N. 3rd Street, Suite 200 Phoenix, AZ 85004 The property will be sold pursuant to the power of sale under a Deed of Trust With Security Agreement and Assignment of Rents dated August 29, 2003, executed by International Restaurants II, L.L.C., an Arizona limited liability company, in favor of Compass Bank, as Beneficiary. The Deed of Trust was subsequently assigned to Zions First National Bank, now known as ZB, N.A., doing business as Zions Bank, as Successor Beneficiary, pursuant to an Assignment of Deed of Trust & Assignment of Assignment of Rents & Assignment of Financing Statement dated December 21, 2006. NOTICE! IF YOU BELIEVE THERE IS A DEFENSE TO THE TRUSTEE SALE OR IF YOU HAVE AN OBJECTION TO THE TRUSTEE SALE, YOU MUST FILE AN ACTION AND OBTAIN A COURT ORDER PURSUANT TO RULE 65, ARIZONA RULES OF CIVIL PROCEDURE, STOPPING THE SALE NO LATER THAN 5:00 P.M. MOUNTAIN STANDARD TIME OF THE LAST BUSINESS DAY BEFORE THE SCHEDULED DATE OF THE SALE, OR YOU MAY HAVE WAIVED ANY DEFENSES OR OBJECTIONS TO THE SALE. UNLESS YOU OBTAIN AN ORDER, THE SALE WILL BE FINAL. Pursuant to A.R.S. Sec. 47-9604.A.2 and B.2, Zions Bank may, in its sole discretion, auction the personal property which is also collateral for its loan, pursuant to the Uniform Commercial Code and the Security Agreements and the perfected secured interest reflected in the UCC Financing Statement filed with the Arizona Secretary of State on June 6, 2011, at Filing No. 2011-16538041 -- Original UCC -- as amended by that certain UCC Financing Statement Amendment filed on March 23, 2016 for continuation of the Original UCC. Proceeds of the sale will be used to pay down debt in the Original Principal Balance of $1,192,000. Zions Bank may be reached through: Cindy McGinnis Zions Bank Special Assets Group Intermountain One South Main Street, Suite 1400 Salt Lake City, Utah 84133-1109 International Restaurants II may be reached at: International Restaurants II, L.L.C. 5556 E. Speedway Tucson, AZ 85712 William Scott Jenkins, Esq., as trustee, will conduct the sale. He may be reached at: William Scott Jenkins, Esq. MURPHY KARBER CORDIER PLC 2025 No. 3rd Street, Suite 200 Phoenix, AZ 85004 Tel: 602-274-9000 The sale will be made for cash (payable at time of sale or as allowed by the Trustee under Arizona law), but without covenant or warranty, express or implied, regarding title, possession or encumbrances, to pay the remaining sum owing under the Promissory Note secured by the Deed of Trust, which includes, without limitation, interest thereon as provided in the Note, advances, if any under the terms of said Deed of Trust, interest on advances, if any, fees, charges and expenses of the Trustee and of the trust created by the Deed of Trust, including attorneys' fees, costs and expenses. The Trustee will accept only cash or cashier's check for reinstatement or price bid payment. Reinstatement payment must be received by the Successor Beneficiary by five o'clock p.m. on the last day, other than a Saturday, Sunday or legal holiday, before the date of sale. The purchaser at the trustee's sale, other than the Beneficiary to the extent of its credit bid, shall pay the price bid by certified funds (United States Currency), no later than five o'clock p.m. on the following day, other than a Saturday, Sunday or legal holiday, after the date of sale. Any person or entity wishing to bid at the trustee's sale must provide the Trustee with a cashier's check made payable to the Trustee in the amount of $10,000 prior to the commencement of bidding at the trustee's sale, in order to be eligible to bid at such sale. Such earnest money check shall be returned to any unsuccessful bidder(s) at the end of the sale. This sale will not exhaust the power of sale contained in the Deed of Trust as to any remaining property encumbered by the Deed of Trust described above, which may, at the Beneficiary's option, be sold in one or more subsequent sale proceedings. The recordation of this Notice does not constitute an election to proceed against any given collateral, or to pursue any given remedy, to the exclusion of any other collateral or remedy. The Trustee and the Successor Beneficiary expressly reserve the right, without impairing the effectiveness of this sale, to conduct one or more further judicial or non-judicial sales of any of the Beneficiary's collateral if considered necessary or advisable to foreclose out the interests of other parties who may claim to have an interest in any portion of the Beneficiary's collateral or to otherwise clear or perfect title to any portion of or interest in such collateral. INVERRARY RESORT: Plan Outline Okayed, Plan Hearing on April 19 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida is set to hold a hearing on April 19 to consider approval of the joint Chapter 11 plan of liquidation for The Inverrary Resort Hotel Condominium Association and affiliated debtors filed by their Chapter 11 trustee. The hearing will be held at 1:30 p.m., at Courtroom 301. The court had earlier approved the trustee's disclosure statement, allowing her to start soliciting votes from creditors. The order, signed by Judge John Olson on March 14, set an April 5 deadline for creditors to file their objections and submit ballots of acceptance or rejection of the plan. About The Inverrary Resort Hotel Condominium Association Inc. The Inverrary Resort Hotel Condominium Association, Inc., Nirvana Inverrary Lofts, Inc., and Alrames S.A.de C.V. Corp. filed voluntary chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 16-17792, 16-17799 and 16-17802) on May 31, 2016. The petitions were signed by Maria E. Monzon, president/Trustee under the Termination Trust. The three Debtors are represented in their jointly administered cases by Jason Slatkin, Esq., at Slatkin & Reynolds, P.A. The cases are assigned to Judge John K. Olson. At the time of the filings each single asset real estate Debtor estimated its assets at less than $50,000 and its debts at more than $1 million. On January 22, 2018, Maria Yip, the Debtors' Chapter 11 trustee, filed a disclosure statement, which explains her proposed Chapter 11 plan of liquidation for the Debtors. INVERRARY RESORT: Trustee Files Amended Chapter 11 Liquidation Plan ------------------------------------------------------------------- Maria Yip, the appointed Chapter 11 Trustee of The Inverrary Resort Hotel Condominium Association, Inc., and affiliates filed with the U.S. Bankruptcy Court for the Southern District of Florida an amended joint disclosure statement describing a proposed plan of liquidation for the Debtors dated March 13, 2018. Allowed secured claims in Class 2 were paid at the closing on August 20, 2017. Class 2 Interests are unimpaired and are deemed to accept the Plan. The Debtors' scheduled certain purported secured creditors: (i) Broward County Board of Commissioners in the amount of $6,413.53; (ii) City of Lauderhill in the amount of $17,000; and the Small Business Administration in the amount of $90,011.88 for a total combined amount of $113,425.41. The purported secured claims did not appear in a title search for the Real Properties; nor did they file proofs of claim filed, and therefore were not paid at closing on the Real Properties. The latest filing provides that the Trustee is currently holding approximately $969,710 as of March 7, 2018 in the trustee-in-possession bank account for the Estate, which will be used to fund the Plan on the Effective Date. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-17792-618.pdf About The Inverrary Resort Hotel Condominium Association Inc. The Inverrary Resort Hotel Condominium Association, Inc., Nirvana Inverrary Lofts, Inc., and Alrames S.A.de C.V. Corp. filed voluntary chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 16-17792, 16-17799 and 16-17802) on May 31, 2016. The petitions were signed by Maria E. Monzon, president/Trustee under the Termination Trust. The three Debtors are represented in their jointly administered cases by Jason Slatkin, Esq., at Slatkin & Reynolds, P.A. The cases are assigned to Judge John K. Olson. At the time of the filings each single asset real estate Debtor estimated its assets at less than $50,000 and its debts at more than $1 million. On August 5, 2016, the Court appointed Maria Yip as Chapter 11 Trustee. The Chapter 11 trustee hire real estate brokerage firm Hunter Realty Associates, Inc. JAMES R. PITCAIRN: Seeks July 18 Exclusive Plan Filing Extension ---------------------------------------------------------------- James R. Pitcairn, Inc., requests the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend of the exclusivity period to file a plan to July 18, 2018. The Debtor is a small business debtor. Absent the requested extension, the Debtor's exclusivity period to file a plan expires on April 19, 2018. The claims bar for governmental claims is April 19, 2018. In order to prepare a plan and disclosure statement which will have the best chance of being approved, the Debtor asserts that it is necessary to have a least 8 months of filed monthly operating reports and the claims bar date having passed. Accordingly, a ninety day extension of the exclusivity period to file a plan to July 18, 2018 will provide appropriate time for the Debtors to file eight monthly operating reports for November, 2017 to June, 2018. The Debtor asserts that the finalization of all allowed claims and the filing of these operating reports are essential to prepare a plan and disclosure statement. About James R. Pitcairn Inc. Based in Pittsburgh, Pennsylvania, James R. Pitcairn, Inc. -- http://www.jamesrpitcairn.com/-- sells, services, installs, and repairs residential elevators, wheelchair lifts, stair lifts, and dumbwaiters. Its products are manufactured by Custom Elevator Manufacturing Company, Inc., and hand crafted to meet each specialized individual's mobility needs. James R. Pitcairn sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-24210) on Oct. 21, 2017. In the petition signed by Craig M. Pitcairn, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Carlota M. Bohm presides over the case. Gary William Short, Esq., at the Law Firm of Gary W. Short, serves as the Debtor's bankruptcy counsel. JOHNNY CHIMPO: 3 Wize Men Buying Liquor License for $130K --------------------------------------------------------- Johnny Chimpo II, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of a Florida Alcoholic Beverage License No. 39-09561(4-COP), issued in Hillsborough County, Florida, to 3 Wize Men, Inc. for $130,000. The Debtor purchased the Liquor License, entered into a certain security agreement with Tiller Law Group securing the License, which was properly perfected. The Debtor scheduled the claim of Tiller in the amount of $118,000 and made a payment on the security agreement during the pendency of the case. Tiller filed its proof of claim on Oct. 25, 2017 in the amount of $106,000. Tiller filed its Motion for relief from stay on Jan. 21, 2018 and asserted a total amount due of $129,948. With negotiations, Debtor and Tiller have come to an agreement that after the sale of the License Tiller will receive $115,000. The remaining amount of 15,000 after applicable closing costs, will be distributed through the Liquidation Plan. As of the Petition Date, the Debtor held the License. It has received an offer from third party, the Buyer, to purchase the License for $130,000, with a $5,000 Escrow Deposit due upon the Effective date to be credited to the Purchase Price. A copy of the proposed Liquor License Asset Purchase Agreement attached to the Motion: http://bankrupt.com/misc/Johnny_Chimpo_64_Sales.pdf The Debtor believes the sale is in the best interest of its estate and the proposed sale price of $130,000 is reasonable and a good price for the License. By the Motion, it asks that the Court approves the sale of the License free and clear of all encumbrances. The Debtor asks that the Court schedules a preliminary hearing on the Motion at the earliest possible time. At the hearing on the Motion, the Debtor will ask that the Court enters an order waiving the 14-day stays set forth in Rules 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure and providing that the Order granting the Motion be immediately enforceable and that the transaction may occur immediately. The Purchaser: 3 WIZE MEN, INC. 1005 N Marion St. Tampa, FL 33602 The Creditor: The Tiller Law Group 15310 Amberly Drive Suite 180 Tampa, FL 33647-1640 About Johnny Chimpo II Johnny Chimpo II, LLC, is a Florida limited liability company doing business as Bad Willies with its principal place of business in Tampa, Florida and is currently owned and operated by Lucas Good and Kelsi Sjoberg. It occupies leased space at 12950 Race Track Rd, Suite 111, Tampa, FL. It operates a sports lounge and bar that serves liquor, beer and wine. The main assets of the Company are located at its current place of operation. Johnny Chimpo II, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-07764) on Aug. 31, 2017, estimating its assets at between $50,001 and $100,000 and its liabilities at between $100,001 and $500,000. Jake C. Blanchard, Esq., at Blanchard Law, PA, serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. JOSEPH MAURIO: Park Buying Annandale Property for $200K ------------------------------------------------------- Joseph J. Maurio, Jr., and Donna J. Dickson ask the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of their rental property located at 10 Ridgedale Drive, Annandale, New Jersey to Chun M. Park for $200,000. The majority of the Debtors' Rental Properties were purchased/refinanced during the height of the real estate market and were financed with adjustable rate mortgage loans. At the time, they entered into the foregoing adjustable rate loan documents, they had adequate financial means to make all of the requisite monthly mortgage payments under the terms of said loan documents. After the housing market crashed in around 2007, however, their Rental Properties became severely underwater and their mortgage interest rates skyrocketed to as much as 8.6250%. As a result of the foregoing, the Debtors fell behind on many of their Rental Property mortgage payments and a number of foreclosure actions were brought against them. In 2013, the Debtors were able to obtain mortgage modifications for their three New Jersey Rental Properties. The Debtors were unable, however, to obtain similar modifications for their Pennsylvania and Florida Rental Properties. As such, on July 1, 2013, the Debtors filed a voluntary petition for relief pursuant to chapter 11 of the Bankruptcy Code. In the 2013 Case, the Debtors achieved confirmation of a plan of reorganization, which, among other things: (i) crammed down/reclassified over approximately $4 million in mortgage debt from secured to unsecured; (ii) lowered and fixed the interest rates on nearly all of their surviving secured mortgage debt; (iii) positioned the Debtors to discharge over approximately $3.8 million in unsecured debt; and (iv) allowed for the Debtors to retain all of their assets, including their Residence and all 11 of their Rental Properties. Since achieving plan confirmation in their 2013 Case, the Debtors have experienced cash flow problems that have caused them to fall behind on the mortgage encumbering their Residence, and to, again, fall behind on many of the mortgages encumbering their Rental Properties. One of the Debtors' Rental Properties is the Ridgedale Drive Property. The Ridgedale Drive Property is jointly owned by Dickson and her two children, Michael Cianci and Megan Huizdo, formerly known as Megan Cianci. On Jan. 12, 2018, realtor, Ann Atherton of Weichart Realtors provided the Debtors with a comparative market analysis for the Ridgedale Drive Property, and based thereon, opined that the Ridgedale Drive Property has a fair market value of $194,206. The Ridgedale Drive Property is encumbered by a single mortgage lien. The mortgage is currently owned by U.S. Bank Trust, N.A as Trustee for LSF9 Master Participation Trust, and serviced by Caliber Home Loans, Inc. As of the Petition Date, U.S. Bank/Caliber was due a total of $111,190. In efforts to successfully reorganize, the Debtors have proposed a chapter 11 plan, under which they have proposed to, among other things: (i) liquidate certain of their Rental Properties, including the Ridgedale Drive Property; (ii) satisfy the allowed secured claims encumbering said properties; (iii) pay all allowed priority unsecured claims in full; (iii) restructure/cure the arrears on all remaining mortgage debt; and (iv) pay all allowed general unsecured claims in full. To accomplish a sale of the Ridgedale Drive Property, Dickson and her two children, Michael Cianci and Megan Huizdo, employed real estate agent, Terrence J. Kilgallen of Terry Kilgallen 1% Realty, LLC. On March 2, 2018, Kilgallen's employment was approved by the Court. Through Kilgallen's marketing efforts, Dickson, and her two children were able to find a buyer for the Ridgedale Drive Property. Specifically, on Feb. 12, 2018, Dickson and her two children entered into the Agreement of Sale with Park whereby the Ridgedale Drive Property will be sold to Park in exchange for a total purchase price of $200,000. Park has obtained a mortgage commitment in the amount of $160,000. And, all other contingencies set forth in the Agreement of Sale, if any, have been satisfied and/or waived by Park. Pursuant to the Agreement of Sale, the closing is scheduled to take place on March 27, 2018. The sale will be free and clear of all liens, claims and encumbrances. The material terms of the Proposed Sale are: a. Initial Deposit to be Paid Upon Execution of Agreement of Sale: $1,000 b. Additional Deposit to be Paid Five Days After Attorney Review Period Ends: $9,000 c. Down Payment to be Paid at Closing: $30,000 d. Buyer's Mortgage: $160,000 e. Kilgallen (1% of Gross Purchase Price plus $50): $2,050 f. Buyer's Agent (2.5% of Gross Purchase Price less $50): $4,950 g. Estimated Closing Costs (e.g., Settlement/Closing Fee(s), Transfer Tax, etc.): $6,000 h. Estimated Net Sale Proceeds: $187,000 A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Joseph_Maurio_167_Sales.pdf The Debtors also ask a waiver of the 14-day stay under Fed. R. Bankr. P. 6004(h). About Joseph J. Maurio, Jr. and Donna J. Dickson Joseph J. Maurio, Jr. and Donna J. Dickson are individuals who currently reside at 16 Wonderview Way, Lebanon, New Jersey. Maurio is a self-employed financial planner, and his wife, Dickson, is employed as a legal secretary for Verizon. In addition to the income that they receive from regular employment, Maurio receives monthly social security and pension benefits, and, together, they receive income from a residential and vacation rental property business which they operate as sole proprietors. Specifically, Maurio and Dickson have ownership interests in a combined total of 11 rental properties, consisting of: (i) three residential rental properties located in New Jersey; (ii) three residential rental properties located in Philadelphia, PA; and (iii) five properties located in Holmes Beach, Florida which are rented out on weekly/biweekly bases to vacationers. Joseph J. Maurio, Jr. and Donna J. Dickson sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-25077) on July 26, 2017. The Debtors tapped Jenny R. Kasen, Esq., at Kasen & Kasen as counsel. KARON RICHARD: $325K Sale of Dauphin Island Property Approved ------------------------------------------------------------- Judge Rebecca Connolly of the U.S. Bankruptcy Court for the Western District of Virginia authorized Karon Richard's sale of the real property located at 324 Pineda Street, Dauphin Island, Alabama and more particularly described as Lot 23 Plat of Blk. F of Ext. Unit 1 1953 Subdivision of Dauphin Island, Alabama, to Alice and Jason Edwards for $325,000. From the sale proceeds, the Debtor will pay ordinary and necessary costs of sale, broker commissions and the lien claim of Wells Fargo Bank secured by the Property. Pursuant to Fed. R. Bankr. Pro. 6003(h), the Order will become effective immediately and the Debtor is authorized to proceed to closing. About Karon Fay Richard Karon Fay Richard sought Chapter 11 protection (Bankr. W.D. Va. Case No. 16-50842) on Aug. 31, 2016. The Debtor tapped Ann E. Schmitt, Esq., at Culbert & Schmitt as bankruptcy counsel. The Debtor tapped Puma & Associates Realty as real estate agent, nunc pro tunc to Dec. 1, 2017. LAKE NAOMI REAL ESTATE: Default Statement Added in 2nd Amended Plan ------------------------------------------------------------------- Lake Naomi Real Estate, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a second amended plan of reorganization dated March 13, 2018. The latest filing provides that no default will be declared under the plan unless and until the Debtor and its counsel, Buddy D. Ford, PA, 9301 West Hillsborough Avenue, Tampa, Florida 33615, will have received written notice of default, with a copy of such notice being provided to the Office of the United States Trustee, Middle District of Pennsylvania, 228 Walnut Street, Suite 1190, Harrisburg, Pennsylvania 17101, and the Debtor has failed to cure such default within 30 days of receipt of the written notice. A copy of the Amended Reorganization Plan is available at: http://bankrupt.com/misc/pamb5-17-03138-125.pdf About Lake Naomi Real Estate Lake Naomi Real Estate, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-02419) on March 24, 2017, listing under $1 million in both assets and liabilities, and is represented by Buddy D. Ford, Esq., at Buddy D. Ford, P.A., and David J. Harris, Esq. The Debtor's Chapter 11 case was transferred to the U.S. Bankruptcy Court for the Middle District of Pennsylvania on July 31, 2017. The case number is 17-03138. LAPORTE INVESTMENT: Taps Buddy D. Ford as Legal Counsel ------------------------------------------------------- LaPorte Investment Holdings, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Buddy D. Ford, P.A., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Buddy D. Ford, Esq. $425 Senior Associate Attorneys $375 Junior Associate Attorneys $300 Senior Paralegals $150 Junior Paralegals $100 Ford received an advance fee of $16,717, of which $1,717 was used to pay the filing fee. It also received $2,000 for the services it provided to the Debtor prior to the petition date. The firm has no connection with the Debtor or any of its creditors, according to court filings. Ford can be reached through: Buddy D. Ford, Esq. 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 Email: Buddy@tampaesq.com Email: Jonathan@tampaesq.com Email: All@tampaesq.com About LaPorte Investment Holdings Inc. LaPorte Investment Holdings, Inc., which conducts business under the name Sign Effex -- http://www.signeffex.com-- is an electrical sign contractor. It was founded in 1986 and is headquartered in Winter Haven, Florida. LaPorte Investment Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-01906) on March 13, 2018. In the petition signed by Wayne M. LaPorte, president, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. LBJ HEALTHCARE: PCO Submits 11th Interim Report ----------------------------------------------- Tamar Terzian, the patient care ombudsman for LBJ Healthcare Partners Inc., filed an eleventh interim report for the period of March 1, 2018, finding that all care provided to the patients at the Villa Luren Resident Home is within the standard of care. On February 21, 2018, Tamar Terzian was appointed as the successor PCO. During her March 2018 visit, the PCO reports that census shows 2 vacancies, and as always, the facility remains clean and well-tended with regularly having two staff members clean the facility. She observes, however, that there are some known areas needing improvement, such as the roof. The CPO finds nothing specific to recommend. However, there are maintenance issues and the building is in need of a face lift. The roof remains at issue, but the Debtor is aware and works to keep it dry until there are more funds available for replacement. A full-text copy of the PCO's Eleventh Interim Report is available at: http://bankrupt.com/misc/cacb16-15197-282.pdf About LBJ Healthcare Partners Headquartered in Whittier, Calif., LBJ Healthcare Partners Inc., formerly doing business as Bayshore Villa Healthcare Partners, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-15197) on April 21, 2016, disclosing $49,370 in assets and $1.27 million in liabilities. The petition was signed by Brian Buenviaje, president and CEO. Judge Vincent P. Zurzolo presides over the case. Robert M. Aronson, Esq., at the Law Office of Robert M. Aronson, serves as the Debtor's bankruptcy counsel. Constance Doyle was appointed patient care ombudsman for the Debtor. Subsequently, Tamar Terzian was appointed as the PCO on February 21, 2018. LILL STREET: Hires Much Shelist as Bankruptcy Counsel ----------------------------------------------------- Lill Street Gallery, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, to employ Jeffrey M. Schwartz, Jeffrey L. Gansberg, and the law firm of Much Shelist, P.C., as its counsel in this bankruptcy case. Services Much Shelist will render are: a. prepare necessary motions, applications, answers, orders, reports, adversary proceedings and other papers necessary to the administration of the cases; b. advise and consult with the Debtor with respect to its powers, rights and duties as a debtor and debtor-in-possession as well as their reorganization efforts; c. attend meetings and negotiating with creditors, other parties-in-interest, and their respective representatives; d. prepare and negotiate a plan of reorganization and disclosure statement and all related agreements and/or documents, and taking any necessary action to obtain confirmation of a plan; and e. perform other necessary legal services and provide other necessary legal advice required by the Debtor in connection with the case. The hourly rates applicable to the attorneys and professionals contemplated to represent the Debtor are as follows: Attorney Title Hourly Rate -------- ----- ----------- Jeffrey M. Schwartz Partner $610 Jeffrey L. Gansberg Special Counsel $465 Jeffrey M. Schwartz of Much Shelist attests that his firm does not hold or represent an interest adverse to the Debtor or its estate, and that it is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code. The counsel can be reached through: Jeffrey M. Schwartz, Esq. Jeffrey L. Gansberg, Esq. Much Shelist, P.C. 191 N. Wacker Drive, Suite 1800 Chicago, IL 60606 Phone: 312-521-2000 Email: jschwartz@muchshelist.com jgansberg@muchshelist.com About Lill Street Gallery Lillstreet Gallery represents emerging and established artists working in ceramics, textiles, photography, painting, drawing, metalsmithing and more. By providing studio space, equipment, and processes, Lillstreet brings together the artistic community at every level. From professional artists to young children, Lillstreet provides every artist, young and old, with a haven to learn and hone their craft. Based in Chicago, Illinois, Lillstreet filed a Chapter 11 petition (Bankr. N.D. Ill. Case no. 18-06305) on March 5, 2018, listing under $1 million in both assets and liabilities. The Debtor is represented by Jeffrey M. Schwartz and Jeffrey L. Gansberg at Much Shelist, P.C. This case is assigned to Honorable Judge Janet S. Baer. LITTLE REST LIVERY: Taps Bilodeau Capalbo as Legal Counsel ---------------------------------------------------------- Little Rest Livery, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Rhode Island to hire Bilodeau Capalbo, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in negotiations of financing agreements; give advice regarding actions the Debtor should take to recover its property; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Ryanna Capalbo, Esq., at Bilodeau Capalbo, charges an hourly fee of $225. Her firm received a retainer in the sum of $3,500, which included the filing fee of $1,717. Ms. Capalbo disclosed in a court filing that she does not represent any interest adverse to the Debtor or its estate. Bilodeau Capalbo can be reached through: Ryanna T. Capalbo, Esq. Bilodeau Capalbo, LLC 1300 Division Road, Suite 201 West Warwick, RI 02893 Phone: 401-300-4055 About Little Rest Liver Little Rest Livery, Inc., is a Rhode Island corporation that operates a taxi business. Little Rest Livery sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. R.I. Case No. 18-10352) on March 5, 2018. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. LKQ CORP: Moody's Lowers Corp. Family Rating to Ba2 --------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to LKQ European Holdings B.V.'s EUR1 billion senior unsecured notes. The new notes are expected to be guaranteed by LKQ Corporation ("LKQ") and each of its domestic wholly-owned subsidiaries that guarantee the company's existing senior secured credit facility and existing senior unsecured notes. Moody's also downgraded all of LKQ's existing ratings including its Corporate Family Rating ("CFR") and Probability of Default Rating to Ba2 and Ba2-PD from Ba1 and Ba1-PD, respectively, and both LKQ's 4.75% $600 million senior unsecured notes due 2023 and LKQ Italia Bondco S.p.A.'s EUR500 million senior unsecured notes due 2024 to Ba3 from Ba2. The Speculative Grade Liquidity ("SGL") rating was affirmed at SGL-2. The ratings outlook was changed to stable from negative. Moody's has taken the following rating actions: Ratings assigned: LKQ European Holdings B.V. EUR1 billion senior unsecured notes, at Ba2 (LGD4) Outlook, Stable Ratings downgraded: LKQ Italia Bondco S.p.A. Existing EUR500 million backed senior unsecured notes due 2024, to Ba3 (LGD5) from Ba2 (LGD5) Outlook, Changed to Stable from Negative LKQ Corporation Corporate Family Rating, to Ba2 from Ba1; Probability of Default Rating, to Ba2-PD from Ba1-PD; Existing $600 million senior unsecured notes due 2023, to Ba3 (LGD5) from Ba2 (LGD5) Outlook, Changed to Stable from Negative Ratings affirmed: Speculative Grade Liquidity Rating, at SGL-2 Moody's does not rate LKQ's $3.5 billion senior secured bank credit facility Netherlands-based LKQ European Holdings B.V. is wholly-owned by LKQ Corporation. RATINGS RATIONALE The ratings were downgraded based on the expectation that LKQ will continue to make largely debt-financed acquisitions as it continues its strategy of expanding its global footprint and breadth of aftermarket and replacement products, and generally operate at a higher level of leverage than in the past with somewhat lower margins driven by the incremental acquisitions. The ratings reflect LKQ's demonstrated ability to grow its global presence in the market for non-OEM aftermarket collision and mechanical replacement parts, while maintaining good margins for a distributor and generating solid free cash flow. Moody's expects free cash flow (cash from operations less capex) to be above $400 million. LKQ's financial leverage has increased in recent years to accommodate acquisitions and Moody's expects the company to maintain debt/EBITDA above 3.5x (including Moody's standard adjustments including leases). These acquisitions have expanded the company's market share and global reach and accelerated organic growth, and broadened product offerings to the automotive aftermarket specialty and mechanical replacement parts markets. Management has completed other vertical acquisitions in order to support the company's competitive position as well as undertaken other profitability initiatives and streamlining of operations to improve margins. However, the margin profile of some of the target businesses are lower than that of LKQ's traditional business. Moody's believes the company has a good track record of integrating acquisitions. Any improvement in LKQ's credit metrics will likely emanate from EBITDA growth rather than debt reduction. Pro forma for the proposed acquisition of Stahlgruber GmbH ("Stahlgruber"), a European wholesale distributor of aftermarket spare parts for passenger cars, tools, capital equipment and accessories, fiscal year 2017 debt/EBITDA would increase by approximately one turn to 4.0x. The EUR1.5 billion transaction is anticipated to be funded with the EUR1 billion notes issuance, an approximate $317 million issuance of LKQ stock, and revolver borrowings. Moody's notes that the acquisition of Stahlgruber would represent the largest in the company's history, expanding its presence in one of the largest populations of used cars in Europe. The senior unsecured rating for the LKQ European Holdings B.V. debt of Ba2 is at the CFR level, while the other senior unsecured debt is one notch lower at Ba3. This is because the LKQ European Holdings B.V. debt will have priority claim over the U.S. debt on the assets and cash of LKQ's European operations, and benefit from the parent company equally with the U.S. debt. LKQ's European operations generate a substantial, although not majority, portion of LKQ's profit which is likely to grow as the company builds out its regional coverage. The company's SGL-2 speculative grade liquidity, denoting an expected good liquidity profile through 2019 is characterized by consistent healthy free cash flow generation and revolver availability. Free cash flow levels are expected to improve from effective working capital management and contribution from acquisitions. In addition, the company has increased capacity under its revolver after increasing the facility size by $300 million to $2.75 billion in December 2017 and loosening the net financial leverage covenant. The stable outlook reflects the expectation that the company will generate a low double-digit EBITDA margin and solid free cash flow, while maintaining a good liquidity profile as it integrates acquisitions. The ratings could be downgraded with complications in the integration of the proposed or other acquisitions. In addition, a deterioration in the company's liquidity profile including lower free cash flow or a weakening in the EBITDA margin expected to be below 10%, expectations of debt/EBITDA exceeding and being sustained above the low 4.0x level, or EBITA/interest coverage below 3.5x could also cause downward ratings pressure. The ratings could be upgraded following successful integration of acquisitions and steadily profitable organic growth as well as debt/EBITDA improving to and being maintained at 3.0x or below, with EBITDA margin improving to above the mid-teens level and retained cash flow/ debt exceeding 25% while maintaining a good liquidity profile. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. LKQ Corporation, headquartered in Chicago, Illinois, is a leading provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles. LKQ has operations in North America, Europe, and Taiwan. The company offers its customers a broad range of replacement systems, components, equipment and parts to repair and accessorize automobiles, trucks, and recreational and performance vehicles. Revenues for the fiscal year ended December 31, 2017 totaled $9.7 billion. Pro forma revenues for the company including the proposed acquisition of Germany-based Stahlgruber would be approximately $11.7 billion. LOCKWOOD HOLDINGS: Hydratight Buying Joliet Assets for $10K ----------------------------------------------------------- Lockwood Holdings, Inc., and affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of racking system and desks, chairs, and file cabinets located at 2404 Reeves Road, Joliet, Illinois to Hydratight Operations, Inc. for $10,000. A hearing on the Expedited Motion is set for March 28, 2018 at 1:00 p.m. (CT). Objections, if any, must be filed within 21 days from the date the Expedited Motion was served. The Debtors previously ceased all business operations they conducted at the Premises. The Sale Assets are still located in the Premises. The Debtors have contemporaneously filed with the Motion a motion to reject the lease of the Premises. Therefore, they need to immediately remove or sell the Sale Assets. The Debtors and the Buyer entered into the Bill of Sale for the sale and purchase of the Sale Assets. The sale will be on an "as is, where is" basis without warranties of any kind, and free and clear of all liens, claims, interests, and encumbrances. All such Liens will attach to the proceeds of the Sale Assets. Upon closing the Sale, it is the Debtors' intention to pay the net proceeds to Wells Fargo Bank, N.A. They retain any claims that may be available and creditors reserve any defenses thereto. On information and belief, the only creditor to assert a lien on the Sale Assets is Wells Fargo. On information and belief, Wells Fargo may not oppose the relief sought in the Motion. In accordance with Bankruptcy Local Rule 9013-1, the Debtors respectfully ask expedited consideration of the Motion. They've contemporaneously filed with the Motion an expedited motion to reject the Premises lease in order to save on administrative rent in these cases, therefore they need to sell or move the Sale Assets quickly. The agreement with Hydratight, including the form of Bill of Sale, was not finalized until the day of filing the Motion. Therefore, the Motion was not filed previously. Accordingly, the Debtors ask request that the Court approves the relief requested in the Motion on an expedited basis. Other matters are scheduled for hearing in these cases for March 28, 2018 at 1:00 p.m. If the Court deems a hearing necessary on the Motion, the Debtors ask that a hearing be scheduled on March 28, 2018 at 1:00 p.m. In the Debtors' business judgment, it is more cost-effective to sell the Sale Assets as proposed herein versus attempting to dismantle and move the Sale Assets to another location. They no longer need the Sale Assets and believe that it is in the best interest of the bankruptcy estates to sell same upon the terms set forth. The offer from Buyer is the highest and best offer received by the Debtors for the Sale Assets. The Debtors believe that they will lose the sale if it is not consummated on an expedited basis, which would result in irreparable harm and injury to their estates. Accordingly, they submit that cause exists to justify a waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h), if it even applies. The Purchaser: HYDRATIGHT OPERATIONS, INC. N86 W1250 Westbrook Crossing Menomonee Falls, WI 53051 Attn: Cari Jankuski E-mail: Cari.Jankuski@actuant.com About Lockwood Holdings Lockwood Holdings, Inc. -- https://www.lockwoodint.com/ -- is a privately owned company headquartered in Houston, Texas, that offers carbon steel pipe, carbon steel fittings & flanges, stainless steel pipe, stainless steel fittings & flanges, valves, valve automation, and engineered products. The company also provides services from MRO (maintenance, repair and operations) to large-scale projects, including design, engineering, automation, production, QA/QC, documentation, inspection, expedition and field service. Other in-house capabilities include light manufacturing and machining, modification, repair and NDE testing. Lockwood Holdings, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 18-30197) on Jan. 18, 2018. The case is assigned to David R Jones. Its affiliates LH Aviation, LLC (Bankr. S.D. Tex. Case No. 18-30198) and Piping Components, Inc. (Bankr. S.D. Tex. Case No. 18-30199) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code on Jan. 24, 2018. Judge Marvin Isgur is assigned to their cases. In the petitions signed by CEO Michael F. Lockwood, Lockwood Holdings estimated assets in the range of $10 million to $50 million and $50 million to $100 million in debt. LH Aviation and Piping Components estimated their assets in the range of $0 to $50,000 and $50 million to $100 million in debt. The Debtors tapped Jason S Brookner, Esq., at Gray Reed & McGraw LLP as counsel, and Spagnoletti & Co. as their special litigation counsel. Imperial Capital, LLC, is the Debtors' investment banker. On Feb. 20, 2018, the United States Trustee appointed an official committee of unsecured creditors, which was amended on March 2, 2018. LONG BLOCKCHAIN: To Acquire UK-Based Blockchain Startup Hashcove ---------------------------------------------------------------- Long Blockchain Corp. has entered into a definitive agreement to acquire Hashcove Limited, an early stage UK-based technology company focused on developing and deploying globally scalable distributed ledger technology solutions. Among its planned product offerings, Hashcove is developing tokenized platforms, crypto-exchanges and wallets, smart contracts for initial coin offerings (ICO), know-your-customer (KYC) and financial clearing technology on blockchain, and other related blockchain applications. Upon closing, Hashcove will become a wholly-owned subsidiary of Long Blockchain. "We are excited to announce this milestone transaction for the Company and believe the suite of products that Hashcove is developing is of great strategic value for our development plans," said Shamyl Malik, chief executive officer of Long Blockchain. "To become both a platform company and thought leader across the blockchain ecosystem, we must be relevant to the widest possible cross section of a potential client's needs as they look to migrate processes to blockchain. Hashcove's resource base, including a team of developers in India, will give Long Blockchain an international footprint and allow us to leverage a center of excellence in one of the fastest growing and most tech-savvy markets in the world." Hashcove was co-founded by Chief Executive Officer and technology entrepreneur Kunal Nandwani, who has been driving blockchain technology products since 2015. Mr. Nandwani began his career in capital markets at BNP Paribas in Paris. He then worked at Lehman Brothers where he was closely involved with Lehman's award-winning electronic trading products in London before setting up uTrade Solutions, a successful enterprise software company for financial markets. "This transaction will be truly transformational for our business," said Mr. Nandwani. "We believe that operating a blockchain technology company within a US-listed market framework will elevate the profile of our highly compliant blockchain platforms, especially in an evolving regulatory landscape. The Hashcove team is excited to contribute to the strategy and execution of LBCC's blockchain initiatives." Under the terms of the agreement, Long Blockchain will acquire 100% of Hashcove in exchange for LBCC common stock. Current shareholders of Hashcove will own 4.9% of the combined entity, at closing. In addition, current shareholders of Hashcove can increase their ownership to 17.1% of the combined entity based on certain milestones. Following the close of the transaction, Mr. Nandwani will become an executive officer and director of Long Blockchain. Closing of the transaction, which is expected to occur in the second quarter of 2018, is subject to customary closing conditions, including among others that neither Long Blockchain nor Hashcove suffers a material adverse effect as outlined in the agreement. Additional details regarding the acquisition by Long Blockchain is available with the Securities and Exchange Commission at: https://is.gd/YrYRcF LIBB Transaction The Company is in the process of effectuating the transfer of ownership of the Company's beverage business and wholly-owned subsidiary, Long Island Brand Beverages, LLC, to the stockholders of the Company. Pursuant to the Agreement, the Shareholders agreed that they would have no right to any economic benefit resulting from the LIBB Transaction and waived their right to receive any securities or cash in or as a result of the LIBB Transaction. About Long Blockchain Corp. Headquartered in Hicksville, New York, Long Blockchain Corp., formerly Long Island Iced Tea Corp., is focused on developing and investing in globally scalable blockchain technology solutions. It is dedicated to becoming a significant participant in the evolution of blockchain technology that creates long term value for its shareholders and the global community by investing in and developing businesses that are "on-chain". Blockchain technology is fundamentally changing the way people and businesses transact, and the Company will strive to be at the forefront of this dynamic industry, actively pursuing opportunities. Its wholly-owned subsidiary Long Island Brand Beverages, LLC operates in the non-alcohol ready-to-drink segment of the beverage industry under its flagship brand 'The Original Long Island Brand Iced Tea'. Long Island Iced Tea incurred a net loss of $10.44 million for the year ended Dec. 31, 2016, following a net loss of $3.18 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $4.83 million in total assets, $4.21 million in total liabilities and $622,151 in total stockholders' equity. "Historically, the Company has financed its operations through the raising of equity capital and through trade credit with its vendors. The Company's ability to continue its operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Management's plans include raising additional funds through equity offerings, debt financings, or other means. "The Company believes that it will be able to raise sufficient additional capital to finance the Company's planned operating activities. There are no assurances that the Company will be able to raise such capital on terms acceptable to the Company or at all. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned market development activities, and/or consider reductions in personnel costs or other operating costs. These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2017. MCDONOUGH PROPERTIES: Taps Altizer & Company as Accountant ---------------------------------------------------------- McDonough Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Altizer & Company, P.A. as its accountant. The firm will assist the Debtor in completing unfiled tax returns and will provide other accounting services in connection with its Chapter 11 case. Keith Altizer, a senior partner of Altizer & Company and the accountant who will be providing the services, will charge an hourly fee of $350. Mr. Altizer disclosed in a court filing that he does not represent any interests adverse to the Debtor or its estate. The firm can be reached through: Keith Altizer Altizer & Company, P.A. 431 East Horatio Avenue, Suite 300 Maitland, FL 32751 Main Number: 407-539-1188 Fax: 407-539-1116 E-mail: kaltizer@ka-co.com E-mail: info@ka-co.com About McDonough Properties McDonough Properties LLC owns two separate parcels of real estate, one in Fayetteville, Georgia and the other in Daytona Beach, Florida. McDonough Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00694) on March 6, 2018. Judge Jerry A. Funk presides over the case. The Law Offices of Jason A. Burgess, LLC, is the Debtor's counsel. MCDONOUGH PROPERTIES: Taps Jason A. Burgess as Legal Counsel ------------------------------------------------------------ McDonough Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire The Law Offices of Jason A. Burgess, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Jason Burgess, Esq., the attorney who will be handling the case, charges an hourly fee of $300. His firm charges $75 per hour for paralegal services. The firm has agreed to a minimum fee of $7,283 and has received the sum of $9,000, of which $1,717 was used to pay the filing fee. Mr. Burgess disclosed in a court filing that he does not represent any interests adverse to the Debtor or its estate. The firm can be reached through: Jason A. Burgess, Esq. The Law Offices of Jason A. Burgess, LLC 1855 Mayport Road Atlantic Beach, FL 32233 Phone: (904) 372-4791 Fax: (904) 853-6932 Email: jason@jasonaburgess.com About McDonough Properties McDonough Properties LLC owns two separate parcels of real estate, one in Fayetteville, Georgia and the other in Daytona Beach, Florida. McDonough Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00694) on March 6, 2018. Judge Jerry A. Funk presides over the case. The Law Offices of Jason A. Burgess, LLC, is the Debtor's counsel. MCDONOUGH PROPERTIES: Taps SVN - Alliance as Real Estate Agent -------------------------------------------------------------- McDonough Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire a real estate agent. The Debtor proposes to employ SVN - Alliance Real Estate Advisors to assist in selling its property located in Daytona Beach, Florida. Tim Davis, a principal of SVN – Alliance and the real estate agent who will be providing the services, will get a commission of 6% of the gross purchase price. Mr. Davis disclosed in a court filing that he does not represent any interests adverse to the Debtor or its estate. SVN – Alliance can be reached through: Tim C. Davis SVN - Alliance Real Estate Advisors 127 5 W. Granada Boulevard, Suite 58 Ormond Beach, FL 32174 Phone: (386) 310-7900 About McDonough Properties McDonough Properties LLC owns two separate parcels of real estate, one in Fayetteville, Georgia and the other in Daytona Beach, Florida. McDonough Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00694) on March 6, 2018. Judge Jerry A. Funk presides over the case. The Law Offices of Jason A. Burgess, LLC, is the Debtor's counsel. METCOM NETWORK: Taps ACT Financial as Accountant ------------------------------------------------ Metcom Network Services, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire ACT Financial & Tax Services, LLC as accountant. The services to be provided by the firm include (i) the preparation of the Debtor's 2017 and 2018 federal, state and New York City income tax returns for a flat fee of $3,700 each; (ii) negotiations with the New York City Department of Finance with respect to its audit in an attempt to reduce the amounts owed for a flat fee of $2,500; and (iii) the preparation of the Debtor's final amended sales tax returns for a flat fee of $300. ACT and its partners and associates are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Cristina Andreana ACT Financial & Tax Services, LLC 992 High Ridge Road, 2nd Floor Stamford, CT 06905 Phone: (203) 327-5010 Fax: (203) 548-9207 Email: cristina@actcpa.com About Metcom Network Services Metcom Network Services, Inc., is a New York corporation, with its principal place of business at 60 Hudson Street, New York, New York, Suites 1001 and 2303. Metcom is owned 50% by Mark DuMoulin, Sr., and 50% by Susan Becker DuMoulin. Metcom is in the business of telecommunications, building and local interconnection and engineering support, including the colocation of customer equipment. Metcom sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11870) on June 28, 2016. The petition was signed by Mark DuMoulin, Sr., president. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. Neil H. Ackerman, Esq., at Ackerman Fox, LLP, is the Debtor's counsel. ACT Financial & Tax Services, LLC, has been tapped as accountant. No trustee, examiner or committee of creditors has been appointed in the Debtor's case. MIAMI INTERNATIONAL: U.S. Trustee Forms 5-Member Committee ---------------------------------------------------------- Daniel M. McDermott, U.S. Trustee for Region 21, on March 22 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Miami International Medical Center, LLC. The committee members are: (1) Blase B. Iaconelli Assistant General Counsel Aramark Healthcare Support Services, LLC E-mail: iaconelli-blase@aramark.com Aramark Tower, 29th Floor 1101 Market Street Philadelphia, PA 19107 Tel: (215) 238-3244 Fax: (215) 238-3067 (2) Brad Phister Cardinal Health 110, LLC Cardinal Health 200, LLC and Cardinal Health Pharmacy Services, LLC E-mail: Brad.Phister@cardinalhealth.com 7000 Cardinal Place Dublin, OH 43017 Tel: (614) 553-3315 (3) Judd Goldberg, Esq. Associate Vice President and Associate General Counsel University of Miami E-mail: jgoldberg@miami.edu 1320 South Dixie Highway Gables One Tower, #1250 Coral Gables, FL 33146 Tel: (305) 284-2700 Fax: (305) 284-5063 (4) Gregory G. Jackson Sr. Director Legal Affairs E-mail: gjackson@nuvasive.com NuVasive, Inc. 7475 Lusk Boulevard San Diego, CA 92121 Tel: (858) 882-3080 (5) Margaret Schunko Sr. Director of Financial Planning & Operations E-mail: Margaret.Schunko@arthrex.com Arthrex, Inc. 1265 Creekside Parkway Naples, FL 34108 Tel: (800) 933-7001 Fax: (239) 598-5550 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Miami International Medical Center Miami International Medical Center, LLC, which does business under the name The Miami Medical Center -- http://www.miamimedicalcenter.com/-- is a 67-bed hospital located at 5959 N.W. Seventh St. Miami, Florida. The hospital temporarily suspended all health care services effective Oct. 30, 2017. Miami International Medical Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12741) on March 9, 2018. In the petition signed by Jeffrey Mason, chief administrative officer, the Debtor disclosed $21.39 million in assets and $67.27 million in liabilities. Judge Laurel M. Isicoff presides over the case. Meland Russin & Budwick, P.A., is the Debtor's bankruptcy counsel. MICHAEL D. COHEN: Proposes Plan to Exit Chapter 11 Protection ------------------------------------------------------------- Michael D. Cohen, M.D, P.A., filed with the U.S. Bankruptcy Court for the District of Maryland its proposed plan to exit Chapter 11 protection. Under the reorganization plan, each creditor holding an allowed Class 6 general unsecured claim against MDC will be paid its pro rata share of the Class 6 pool by the company, in quarterly installments beginning on the second anniversary date of the effective date of the plan and continuing for the next seven quarters or until the amount is fully paid. Class 6 is impaired and general unsecured creditors in this class are entitled to vote to accept or reject the plan. Meanwhile, each holder of an allowed Class 7 general unsecured claim against MDC President Michael Cohen and his wife will be paid its pro rata share of the Class 7 pool by the couple, in quarterly installments beginning on the second anniversary date of the effective date and continuing for the next seven quarters or until the amount is fully paid. Holders of allowed Class 7 claims are entitled to vote to accept or reject the plan. Class 7 is impaired. MDC believes it will be able to meet all obligations although it anticipates the need to ask the holders of allowed priority tax claims to accept payments over a period longer than five years if the post-confirmation income is not sufficient to meet the obligations of Mr. Cohen and his wife to the taxing authorities with allowed claims, according to the company's disclosure statement filed on March 15. A full-text copy of the disclosure statement is available for free at: http://bankrupt.com/misc/mdb16-22231-241.pdf About Michael D. Cohen, M.D. Based in Maryland, Michael D. Cohen, M.D., P.A., d/b/a Cosmetic Surgery Center of Maryland d/b/a Belcara Health, d/b/a Belcara, is a professional corporation engaged in the business of providing various physician services to its patients, including but not limited to services in the areas of plastic surgery, dermatology, and podiatry. Michael D. Cohen, M.D., is the sole shareholder of the Debtor. Shari L. Cohen, Dr. Cohen's wife, is responsible for the business administration of the Debtor's medical practice. Michael D. Cohen, M.D. and his wife, Shari L. Cohen jointly filed a joint Chapter 11 petition (Bankr. D. Md. Case No. 16-21513) on Aug. 26, 2016. The Company filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-22231) on Sept. 12, 2016. The Debtor estimated assets in the range of $100,000 to $500,000 and liabilities in the range of $1 million to $10 million as of the bankruptcy filing. The Company's and the Cohens' cases are jointly administered under Case No. 16-22231. The Company is represented by Irving Edward Walker, Esq., at Cole Schotz P.C. The Cohens are represented by Yumkas, Vidmar, Sweeney & Mulrenin, LLC. MISSIONARY ASSEMBLY: Trustee Taps Nickless as Legal Counsel ----------------------------------------------------------- The Chapter 11 trustee for Missionary Assembly of God of Marlborough, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire his own firm as his legal counsel. David Nickless, the court-appointed trustee, proposes to employ Nickless, Phillips and O'Connor to assist him in connection with the disposition of the Debtor's assets; help the trustee recover the Debtor's assets; pursue civil litigation; and provide other legal services related to the Debtor's Chapter 11 case. The hourly rates charged by the firm for the services of its attorneys range from $175 to $350. Paralegals charge $140 per hour. Mr. Nickless disclosed in a court filing that he and other members of his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David M. Nickless, Esq. Nickless, Phillips and O'Connor 625 Main Street Fitchburg, MA 01420 Phone: (978) 342-4590 E-mail: dnickless@npolegal.com About Missionary Assembly of God of Marlborough Inc. Missionary Assembly of God of Marlborough Inc. is a religious corporation as defined by Massachusetts law, and a Sec. 501(c)(3) charitable organization that operates as church for Christian fellowship. Its financial problems stem in part from a decline in attendance, but mostly from the fact that the mortgage on the property was a short-term, balloon mortgage which came due. Missionary Assembly of God filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 17-41182) on June 28, 2017, estimating under $50,000 in both assets and liabilities. The petition was signed by Andre Bouzada Ornelas, Vice President. The Hon. Elizabeth D. Katz presides over the case. The Debtor hired David G. Baker, Esq., at the Law Office of David G. Baker, as counsel; and Income Tax Plus as its accountant. David M. Nickless, Esq., was appointed Chapter 11 trustee for the Debtor. MOHDSAMEER ALJANEDI: Care Provided Within Standard, PCO Says ------------------------------------------------------------ Constance Doyle, the duly appointed Patient Care Ombudsman for Mohdsameeer Aljandi Dental Corporation, d/b/a Beachside Dental Group, files with the U.S. Bankruptcy Court for the Central District of California a third interim report for the period of February 1, 2018 through March 31, 2018. The PCO finds no health information privacy violations under the Health Insurance Portability and Accountability Act (HIPAA) – the patient records are complete and securely maintained electronically. Each record shows the signature of the patient who has received Privacy Policy Information, Patient's Rights Information, as well as a Dental Fact sheet, explaining the use, reasons and effects of such things as porcelain, gold, etc. Upon review of records for patient signatures on receipt of privacy and Patient Rights, the PCO finds all records complete. However, some records need to be updated as the policy for receiving patient signatures was implemented 6 months ago. The PCO reports that there are no surveys conducted except by the Debtor's insurance providers. The last survey was in October and no results available. As of February, no results were available. Accordingly, the PCO makes following recommendations to the Debtor: (a) Maintain all survey/audit materials for review. (b) Assure all patient records show signature or receipt of Patient's Rights, etc. The PCO finds that the Debtor is in compliance and that all care provided to the patients by Beachside Dental Group is within the standard of care. A full-text copy of the PCO's Third Interim Report is available at: http://bankrupt.com/misc/cacb17-14089-84.pdf About Mohdsameer Aljanedi Dental Beachside Dental Group is a multi-specialty dental company offering a wide range of dental services, including general and cosmetic dentistry, dental sedation, periodontics' gum specialist, orthodontics, endodontics, oral surgery, pedodontics, prosthodontics, and laser dentistry. The Company's gross revenue amounted to $1.65 million in 2016 and $1.50 million during the year prior that. Mohdsameer Aljanedi Dental Corporation, d/b/a Beachside Dental Group, previously sought bankruptcy protection (Bankr. C.D. Cal. Case No. 13-30138) on Aug. 9, 2013. Mohdsameer Aljanedi Dental again filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-14089) on Oct. 15, 2017. The petition was signed by Mohdsameer Aljanedi, president. At the time of filing, the Debtor disclosed $1.50 million in total assets and $3.78 million in liabilities. The case is assigned to Judge Mark S. Wallace. The Debtor is represented by Michael R. Totaro, Esq., at Totaro & Shanahan. On October 20, 2017, the Court approved the appointment of Constance R Doyle as Patient Care Ombudsman for Mohdsameeer Aljandi Dental Corporation, d/b/a Beachside Dental Group. MSAMN CORP: Trustee Taps Spence Custer Saylor Wolfe as Counsel -------------------------------------------------------------- James R. Walsh, Trustee of the bankruptcy estate of MSAMN Corp., seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania, to retain Spence, Custer, Saylor, Wolfe & Rose, LLC, as counsel for the Trustee. Services Spence will render are: a. investigate, the assets and affairs of the Debtor, review the Petition, Schedules, and Related documents that have been filed to date and that may be filed; b. review the claims of various constituencies and advise the Trustee; c. represent the Chapter 11 Trustee in various proceedings pending or that may be filed with the court; d. advise the Chapter 11 Trustee on the need to file various pleadings to retain professionals; and e. perform such other services as may be determined are needed to be performed to effectively and properly represent this Estate. Spence Custer will charge an hourly rate of $300.00 effective March 1, 2018. James R. Walsh, Esq. attests that neither he or any member or associate of the Firm of Spence, Custer, Saylor, Wolfe & Rose L.L.C., have any connections with the debtor(s), nor any claimant, their attorneys, or accountants, or any other known party in interest, or the U.S. Trustee or any party employed in the office of the U.S. Trustee. The firm can be reached through: James R. Walsh, Esq. Kevin J. Petak, Esq. SPENCE CUSTER SAYLOR WOLFE & ROSE, L.L.C. 1067 Menoher Boulevard Johnstown, PA 15905 Tel: (814) 536-0735 E-mail: jwalsh@spencecuster.com kpetak@spencecuster.com About MSAMN Corp. MSAMN Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-23126) on Aug. 3, 2017. In the petition signed by Prasad Margabandhu, president, the Debtor estimated assets and liabilities of less than $500,000. Judge Carlota M. Bohm presides over the case. Jeffrey T. Morris, Esq. at Elliott & Davis, PC represents the Debtor. The Court, by order dated March 9, 2018, approved the appointment of James R. Walsh, Esq., as Chapter 11 Trustee. NB THE MARK: Foreclosure Auction Set for April 12 ------------------------------------------------- Personal property owned by NB The Mark, LLC and its affiliated entities will be sold to the highest bidder at a public auction on April 12, 2018 at 10:00 a.m. The auction will be held at the law offices of: Quarles & Brady LLP Renaissance One, Two North Central Avenue Phoenix, Arizona The property is located at 1115 East Lemon Street Tempe, Arizona 85281. Proceeds of the sale will be used to pay down a promissory note in the Original principal balance of $14,750,000 owed to the current Beneficiary: Deutsche Bank AG, New York Branch 60 Wall Street New York, New York 10005 The Trustee, Isaac M. Gabriel, Esq., will conduct the sale. Isaac M. Gabriel, Esq. Quarles & Brady LLP Renaissance One Two North Central Avenue Phoenix, AZ 85004 Telephone No. (602) 229-5200 For information contact: Kelly.webster@quarles.com The property will be sold, pursuant to the power of sale under the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing recorded on November 24, 2015 at Record No. 20150838694 in the Official Records of the County Recorder of Maricopa County, Arizona. The beneficial interest under the Deed of Trust was assigned and/or granted to the current Beneficiary pursuant to: (i) the Assignment of Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing recorded December 3, 2015, as Record No. 2015-0858127 of the Official Records, (ii) the Assumption, Ratification and Modification Agreement recorded January 4, 2016 as Record No. 2016-0000163 of the Official Records, and (iii) the Assignment of Interest in Deed of Trust recorded January 4, 2017, at Record No. 2017-0003965 of the Official Records. At that same time and location, the Trustee will sell all collateral identified in certain UCC Financing Statements. The sale will be made for cash or other form satisfactory to the Trustee (payable pursuant to A.R.S. Sec. 33-810 and -811), but without covenant or warranty, express or implied, regarding title, possession, quiet enjoyment, condition of the trust property, condition or location of personal property, encumbrances, or any other matter, to pay, in full or in part, the remaining principal sum of the notes and other obligations secured by the Deed of Trust. The trustor(s) as shown on the Deed of Trust are: NB The Mark, LLC NB The Mark TIC 1, LLC NB The Mark TIC 2, LLC NB The Mark TIC 3, LLC NB The Mark TIC 4, LLC NB The Mark TIC 5, LLC NB The Mark Leaseco, LLC 16-B Journey, Suite 200 Aliso Viejo, California 92656. The sale will not exhaust the power of sale contained in the Deed of Trust as to any remaining property encumbered by the Deed of Trust, which may, at the Beneficiary's option, be sold in one or more subsequent sale proceedings. NEW JERSEY ANTIQUE: Ciminiello Buying Property for $680K -------------------------------------------------------- New Jersey Antique & Used Furniture, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of the real property located at 42 Main Street, Englishtown, Monmouth County, New Jersey, to Ciminiello Realty 5, LLC for $680,000, or such other person or entity making a higher or better offer. A hearing on the Motion is set for April 10, 2018 at 10 a.m. At the time of the filing of the Chapter 11 petition, the Debtor was the owner of the Property. Carlton Realtors was retained pursuant to order of April 30, 2017 and has found the Buyer. The Debtor desires to sell the Property and has entered into a Contract of Sale of the Property with the Buyer for a sale price of $680,000. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/New_Jersey_Antique_83_Sales.pdf The Property is encumbered by these mortgages and/or other liens recorded in the Monmouth County Clerk's Office: a. Mortgage New Jersey Antique & Used Furniture, LLC to Paula Rosenblaum in the amount of $325,000 dated May 30, 2002 and recorded in the Office of the Monmouth County Clerk on June 11, 2002 in Book 8112, Page 2509 , et seq. This mortgage has been paid in full but was never discharged of record. b. Borough of Englishtown, 13 Main Street, Englishtown, Monmouth County, New Jersey; Acct #: 363 0 07/01/2016 09/30/2016 $299 included in below lien; subject to final reading. c. Borough of Englishtown, 13 Main Street, Englishtown, Monmouth County, New Jersey; Sewer 363 0 07/01/2016 09/30/2016 $14.30 open plus penalty; $117.70 included in below lien; subject to final reading. d. Culmac Investors, holder of tax lien certificate for tax, water sewer, misc.; Amt $243, 274.26 + subsequent taxes interest; Cert. #: 0900016; sold on: 12/21/2009 e. Culmac Investors, holder of tax lien certificate for 2014 3rd party lien tax, utility; Amt: $74,764.48 + subsequent taxes + interest; Cert. #: 1400006; SOLD ON: 12/09/2014 f. The Tax Collector, Borough of Freehold, Monmouth County, New Jersey may have a lien on the Subject Property for unpaid municipal taxes, water and sewer charges. g. The Borough of Freehold Municipal Utilities Authority has or may have a lien(s) for unpaid water and/or sewer charges. The sale will pay all creditors in full and leave money left over for the equity holders. The consideration being tendered is fair and reasonable compared to the fair market value of the property when evaluated under the totality of the circumstances. The Confirmation Order requires the Debtor to sell the Property by March 15, 2018 or suffer its loss through foreclosure. The Debtor has applied for an extension of this deadline. The proceeds of sale will be applied at closing to satisfy the liens(s) encumbering the Property pursuant to the terms of the confirmed chapter 11 plan, municipal real estate taxes, and real estate commissions, if any. The Debtors ask to sell free and clear of liens. The Debtor asks authorization to pay the realtor at closing its 5% commission. The realtor's retention was approved by the Court. The Debtors also asks relief from the 14-day stay of Bankr. Rule 6004(h) in order to expedite the sale. The Purchaser: CIMINIELLO REALTY 5, LLC 81 Pension Road Manalapan, NJ About New Jersey Antique New Jersey Antique & Used Furniture LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-12407) on Feb. 7, 2017, estimating under $500,000 in both assets and liabilities. The Debtor hired Broege, Neumann, Fischer & Shaver, LLC, as legal counsel. The Debtor also tapped Carlton Realtors as real estate brokers to market and sell real property located at 42 Main Street, Englishtown, New Jersey for the benefit of the bankruptcy estate. NEWALTA CORP: DBRS Puts CCC(high) Issuer Rating on Review --------------------------------------------------------- DBRS Limited placed the Issuer Rating of CCC (high) and Unsecured Notes (the Notes) rating of CCC (low) of Newalta Corporation (Newalta or the Company) Under Review with Developing Implications. In accordance with DBRS's policy for ratings placed under review, the Positive trend on Newalta's ratings has been suspended. The Under Review with Developing Implications status follows Newalta's announcement of an agreement to merge with Tervita Corporation (Tervita) by way of a share exchange in which Newalta shareholders will own 11% of the new company. By placing the ratings Under Review with Developing Implications, DBRS signals that (1) Tervita is expected to repay Newalta's $125 million notes and $150 million notes maturing in 2019 and 2021, respectively, which together make up the Notes, using Tervita's fully committed bridge financing and (2) the merger is expected to close late in the second quarter or early in the third quarter of 2018. The Notes contain a change-of-control clause in the Indenture that gives bondholders the right to require the Company to repay the Notes. On November 2, 2017, DBRS had changed Newalta's trends to Positive from Stable, reflecting (1) the recent moderately positive operating results consistent with DBRS's expectations of improved performance and (2) business and financial risk profiles that exceed levels commensurate with the current ratings. Going forward, DBRS will review the progress of the merger and financing arrangement as more details become available while continuing to review Newalta's operating results and overall financial metrics. Assuming completion of the merger and repayment of the Notes, DBRS would withdraw the rating on the Notes. Conversely, DBRS would keep Newalta's ratings in the event that the merger does not materialize and Newalta continues to operate as a stand-alone company. Notes: All figures are in Canadian dollars unless otherwise noted. NORTHWEST TERRITORIAL: Trustee's Assets Sale to Medalcraft Denied ----------------------------------------------------------------- Judge Christopher M. Alston of the U.S. Bankruptcy Court for the Western District of Washington denied without prejudice the sale by Mark Calvert, the Chapter 11 Trustee for Northwest Territorial Mint, LLC, of assets to Medalcraft Mint, Inc. free and clear of all liens, claims and encumbrances. The hearings on the Motion were held on March 9, 2018, and March 16, 2018. About Northwest Territorial Northwest Territorial Mint LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11767) on April 1, 2016. The petition was signed by Ross B. Hansen, member. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. The case is assigned to Judge Christopher M. Alston. The Debtor was represented by J. Todd Tracy, Esq., at The Tracy Law Group PLLC. The official committee of unsecured creditors, formed on April 15, 2016, retained Miller Nash Graham & Dunn LLP as its bankruptcy counsel, and Lorraine Barrick LLC as financial advisor. On April 11, 2016, Mark Calvert was appointed as Chapter 11 trustee for the Debtor. Upon his appointment, the Trustee took control over the business operations of the Debtor and initiated his investigation of the financial affairs of the bankruptcy estate. K&L GATES LLP is counsel to the Trustee. JAMES G. MURPHY INC. is auctioneer for the Trustee. OREXIGEN THERAPEUTICS: Mar. 27 Meeting Set to Form Creditors' Panel ------------------------------------------------------------------- Andy Vara, United States Trustee for Region 3, will hold an organizational meeting on March 27, 2018, at 10:00 a.m. in the bankruptcy case of Orexigen Therapeutics, Inc. The meeting will be held at: Office of the U.S Trustee 844 N. 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 Orexigen Therapeutics Inc. Based in La Jolla, California, Orexigen Therapeutics, Inc. -- http://www.orexigen.com/-- is a biopharmaceutical company focused on the treatment of weight loss and obesity. It is a publicly traded company with its shares listed on The NASDAQ Global Select Market under the ticker symbol "OREX". The company has 111 employees in the U.S. Orexigen Therapeutics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10518) on March 12, 2018. In its petition signed by Michael A. Narachi, president and CEO, the Debtor disclosed $265.1 million in assets and $226.4 million in liabilities. Judge Kevin Gross presides over the case. The Debtor hired Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Ernst & Young LLP as financial advisor; Perella Weinberg Partners as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. OREXIGEN THERAPEUTICS: Seeks Approval of Key Employee Programs -------------------------------------------------------------- BankruptcyData.com reported that Orexigen Therapeutics Inc. filed with the U.S. Bankruptcy Court a motion for entry of an order (i) authorizing implementation of a key employee incentive plan (KEIP) and a key employee retention plan (KERP) and (ii) approving the terms of the Debtors KEIP and KERP. The motion explains, "The KERP covers 66 non-insiders with target award amounts equal to three month's base salary of each participant. The total cost of the program is $3,115,000. In comparing the KEIP against other bankruptcy companies, the target Operational Incentive payouts for the two Participating Finance Employees at a cost of $131,250 funding was significantly lower than the 25th percentile of the market target Operational Incentive costs of $1.3M. The Debtor's Asset Sale Incentives with an aggregate cost of $1.5M at target funding (assuming $100 million asset sale value) falls between the 25th percentile ($1.05M) and the 50th percentile ($1.74M) of the market Asset Sale target aggregate costs. Based on the Debtor's aggregate Operational Incentive target payouts falling below the 25th percentile of the market reference companies, and the Debtor's aggregate Asset Sale target payouts falling between the 25th and 50th percentile of the market reference companies, the Debtor's KEIP aggregate costs were found to be reasonable in comparison." The Court scheduled an April 11, 2018 hearing to consider the motion, with objections due by April 4, 2018. About Orexigen Therapeutics Based in La Jolla, California, Orexigen Therapeutics, Inc. -- http://www.orexigen.com/-- is a biopharmaceutical company focused on the treatment of weight loss and obesity. It is a publicly traded company with its shares listed on The NASDAQ Global Select Market under the ticker symbol "OREX". The company has 111 employees in the U.S. Orexigen Therapeutics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10518) on March 12, 2018. In its petition signed by Michael A. Narachi, president and CEO, the Debtor disclosed $265.1 million in assets and $226.4 million in liabilities. Judge Kevin Gross presides over the case. The Debtor hired Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Ernst & Young LLP as financial advisor; Perella Weinberg Partners as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. PATRIOT NATIONAL: Former D&Os Object to 2nd Amended Plan -------------------------------------------------------- BankruptcyData.com reported that Quentin P. Smith, Jr., Charles H. Walsh, Michael J. Corey and Christopher A. Pesch (collectively, the Company's former directors and officer [Former Ds&O's]) filed with U.S. Bankruptcy Court an objection to Patriot National's Second Amended Joint Chapter 11 Plan of Reorganization. The objection asserts, "The Former Ds&O are defendants in pending litigation stayed by this Court's mediation order, as well as creditors of the Debtors' estates. As both defendants and creditors, the Former Ds&O have grave concerns regarding the propriety of the Plan and echo the issues raised by the Committee in its letter urging creditors to reject the Plan. In particular, allegations have been made by various parties regarding the Cerberus Credit Facility and potentially tortious conduct by Cerberus vis-a-vis the Debtors. The deadline to commence an appropriate contested matter or adversary proceeding asserting any challenge claim against Cerberus has not yet passed and the Former Ds&O, along with other parties, are evaluating their options. In the interim, however, the Former Ds&O determined it prudent that they submit their preliminary objection to the Plan. Under the Plan, the Debtors are proposing to grant broad releases to various parties, including Cerberus, despite serious questions as to whether those parties engaged in wrongdoing in connection with the Cerberus Credit Facility and the Forbearance Agreement. Further investigation of these wrongdoings is warranted to, among other things, evaluate the propriety of the proposed releases. These releases not only will deprive the estates' creditors of extremely valuable causes of action, but Cerberus may also attempt to use the releases to negate or otherwise negatively impair the claims that Former Ds&O have against Cerberus in connection with the Lawsuits." About Patriot National Fort Lauderdale, Florida-based Patriot National, Inc., also known as Old Guard Risk Services, Inc., through its subsidiaries, provides agency, underwriting and policyholder services to its insurance carrier clients, primarily in the workers' compensation sector. Patriot National -- http://www.patnat.com/-- provides general agency services, technology outsourcing, software solutions, specialty underwriting and policyholder services, claims administration services and self-funded health plans to its insurance carrier clients, employers and other clients. Patriot was incorporated in Delaware in November 2013. The Company completed its initial public offering in January 2015 and its common stock is listed on the New York Stock Exchange under the symbol "PN." Patriot National, Inc., and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the petitions signed by CRO James S. Feltman, the Debtors disclosed $159.4 million in total assets and $242.2 million in total debt as of Dec. 31, 2017. The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy Counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and conflicts counsel; Duff & Phelps, LLC, as financial advisor; and Conway Mackenzie Management Services, LLC, as provider of EVP of Finance and related advisory services. Prime Clerk LLC -- https://cases.primeclerk.com/patnat -- is the Debtors' claims, noticing and balloting agent. James S. Feltman of Duff & Phelps, LLC, has been tapped as chief restructuring officer to the Debtors. The Office of the U.S. Trustee has named two creditors -- Jessica Barad and MCMC LLC -- to serve on an official committee of unsecured creditors in the Debtors' cases. PATRIOT NATIONAL: Proceeds of Exit Facility to Fund Latest Plan --------------------------------------------------------------- Patriot National, Inc., and its affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a third amended disclosure statement in support of its second amended joint chapter 11 plan of reorganization dated March 13, 2018. The terms of the Debtors' Plan are based upon, among other things, the Debtors' assessment of their ability to achieve the goals of their business plan, make the distributions contemplated under the Plan, and pay their continuing obligations in the ordinary course of business. Under the Plan, Claims against and Equity Interests in the Debtors are divided into separate Classes according to their relative seniority, legal nature, and other criteria, and the Plan proposes recoveries for Holders of Claims against and Equity Interests in the Debtors in such Classes, if any. The Debtors believe that the Plan maximizes value for all stakeholders. The latest filing provides that the Committee of unsecured creditors has informed the Debtors that it does not believe the Plan is in the best interests of unsecured creditors and that it will urge all unsecured creditors to vote to reject the Plan. On the Effective Date, the Reorganized Debtors will enter into the Exit Facility with the Exit Lenders. The Exit Facility will be secured by a valid, enforceable, fully perfected first priority lien on and security interest in substantially all of the assets of the Reorganized Debtors. Proceeds of the Exit Facility will be used to fund certain Cash distributions under the Plan (including repayment of the DIP Facility), and will also be used to fund the ongoing business operations of the Reorganized Debtors. The amount of the Exit Facility has not yet been determined. The Cash necessary for the Reorganized Debtors to make payments required pursuant to the Plan will be funded from three sources: (i) Available Cash, (ii) the proceeds of the Exit Facility, and (iii) the proceeds from the Litigation Trust, if any, pursuant to the Litigation Proceeds Waterfall. In making such Cash payments, the Debtors and the Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Reorganized Debtors to satisfy their obligations under the Plan. Except as set forth in the Plan, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors' historical intercompany account settlement practices and will not violate the terms of the Plan. A full-text copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/deb18-10189-376.pdf A full-text copy of the Second Amended Joint Chapter 11 Plan is available at: http://bankrupt.com/misc/deb18-10189-374.pdf About Patriot National Fort Lauderdale, Florida-based Patriot National, Inc., also known as Old Guard Risk Services, Inc., through its subsidiaries, provides agency, underwriting and policyholder services to its insurance carrier clients, primarily in the workers' compensation sector. Patriot National -- http://www.patnat.com/provides general agency services, technology outsourcing, software solutions, specialty underwriting and policyholder services, claims administration services and self-funded health plans to its insurance carrier clients, employers and other clients. Patriot was incorporated in Delaware in November 2013. The Company completed its initial public offering in January 2015 and its common stock is listed on the New York Stock Exchange under the symbol "PN." Patriot National, Inc., and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the petitions signed by CRO James S. Feltman, the Debtors disclosed $159.4 million in total assets and $242.2 million in total debt as of Dec. 31, 2017. The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy Counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and conflicts counsel; Duff & Phelps, LLC, as financial advisor; and Conway Mackenzie Management Services, LLC, as provider of EVP of Finance and related advisory services. Prime Clerk LLC -- https://cases.primeclerk.com/patnat -- is the Debtors' claims, noticing and balloting agent. James S. Feltman of Duff & Phelps, LLC, has been tapped as chief restructuring officer to the Debtors. The Office of the U.S. Trustee has named two creditors -- Jessica Barad and MCMC LLC -- to serve on the official committee of unsecured creditors in the Debtors' cases. PERLL DIAGNOSTICS: Taps Gift & Associates as Accountant ------------------------------------------------------- Perll Diagnostics, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Gift & Associates, LLC, as its accountant. The firm will assist the Debtor in the preparation of standard accounting forms and reports, tax returns and monthly operating reports, and will provide other accounting services necessary to its reorganization. The firm will be paid $576 per month for its services. Gift & Associates is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Jason Vathis Gift & Associates, LLC 1205 Manor Drive, Suite 100 Mechanicsburg, PA 17055 Tel: 717-766-3555 Fax: 717-766-4005 About Perll Diagnostics Perll Diagnostics, Inc. -- https://www.perlldiagnostics.com/ -- is a locally-owned full-service diagnostics laboratory in Mechanicsburg, Pennsylvania. The company provides drug testing, basic metabolic panel, an allergy testing and other types of diagnostic testing services. Perll Diagnostics previously sought bankruptcy protection on June 6, 2013 (Bankr. M.D. Pa. Case No. 13-02985). Perll Diagnostics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-00437) on Feb. 2, 2018. In the petition signed by Nava K. Nawaz, M.D., president, the Debtor disclosed $178,877 in assets and $3.13 million in liabilities. Judge Henry W. Van Eck presides over the case. CGA Law Firm is the Debtor's bankruptcy counsel. PITTSBURGH ATHLETIC: Proceeds of Sale Assets to Fund New Plan ------------------------------------------------------------- Pittsburgh Athletic Association and Pittsburgh Athletic Association Land Company filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a joint amended disclosure statement to accompany their joint plan of reorganization dated March 13, 2018. Through a joint enterprise, the Debtors operate a social club in accordance with 26 U.S.C. sections 501(c)(2) and 501(c)(7). Their Clubhouse is located in the Oakland Historic District within the city of Pittsburgh. The purpose of the Amended Plan is to enable the Debtors to sell certain assets and to retain the proceeds to reinvest in replacement facilities to carry on its tax-exempt purpose. The Amended Plan provides for the distribution of funds from the closing of the Sale Assets and to the extent necessary the sale of the Artwork and other personal property. The proceeds of the sale(s) will provide the Debtors with necessary and sufficient funds to: (i) pay 100% of Allowed Claims; (ii) establish a TCE-TIA Escrow with sufficient cash to pay any potential capital gains taxes that may result from the sale of the Sale Assets to the IRS and DOR and/or improvement to the Real Estate Assets post purchase by Walnut PAA; and (iii) establish a Disputed Claims Reserve with cash sufficient to pay 100% of the face amount of any and all Disputed Claims. Under the Amended Plan, the Sale Assets will be sold to Walnut PAA free and clear of all claims, liens, encumbrances or interests with said claims, liens, encumbrances or interests attaching to the proceeds of sale in order of priority as established under the Code and distributed to holders of Allowed Claims and interests as set forth in the Amended Plan. In accordance with 11 U.S.C. section 1146, the Real Property Assets are being sold pursuant to a confirmed plan of reorganization and therefore the transfer is exempt from realty transfer taxes. The net sales proceeds generated from the sale of the Sale Assets will be used to pay Allowed Claims in both the PAA and PAALC cases pursuant to the terms and conditions of the Amended Plan. The sale of the Sale Assets will provide the necessary funding to pay in full the holders of Allowed Claims in the Debtors' bankruptcy cases in full. After payment of the Allowed Claims in the PAALC case consistent with this Amended Plan, the remaining proceeds will be distributed to PAA on account of its Equity Interest in PAALC. PAA will use those funds to pay to its holders of Allowed Claims as set forth in the Amended Plan. Additionally, in the event that all or some of the funds held in the TCE-TIA Escrow are not needed to pay the tax claims of the IRS and DOR resulting from the sale of the Real Property Assets, the unused funds will be distributed as follows: (i) the first $500,000 of the unused funds will be returned to Walnut PAA; (ii) second, the remaining balance of the unused funds up to $2,000,000 will be first distributed back to Walnut PAA to be utilized for tenant improvements as set forth in the PSA with any remaining money not to exceed $1,000,000 to be remitted to the Reorganized Debtor on account of the Equity Contribution. PAA, as the Reorganized Debtor, will reorganize through retention of its remaining Assets, the surplus proceeds from the distribution it receives from the PAALC bankruptcy case (i.e. after payment of Claims in the PAA bankruptcy case pursuant to the terms of this Amended Plan) and reinvestment of Sale Proceeds in the redeveloped facilities it will occupy and operate out of pursuant to the PAA Lease. The Plan provides that holders of Allowed General Unsecured Claims in Class 9 will receive a distribution equal to 100% of a holder's Allowed General Unsecured Claims on or before the later of: (i) 30 days after the Effective Date; or (ii) 15 days after the General Unsecured Claim becomes an Allowed Claim. The Excluded Assets and/or the proceeds of the Excluded Assets, will not vest in the Reorganized Debtor free and clear of the Allowed Claims until such time as holders of Allowed Class 9 Claims are paid in full. A full-text copy of the Joint Amended Disclosure Statement is available at: http://bankrupt.com/misc/pawb17-22222-588.pdf A full-text copy of the Joint Amended Plan is available at: http://bankrupt.com/misc/pawb17-22222-587.pdf About Pittsburgh Athletic Association Pittsburgh Athletic is a private social club and athletic club in Pittsburgh, Pennsylvania, USA. Its clubhouse is listed on the National Register of Historic Places. Pittsburgh Athletic is a nonprofit membership club chartered in 1908. It ran into financial difficulties and had its liquor license temporarily suspended for not paying Allegheny County drink taxes. Affiliated debtors Pittsburgh Athletic Association (Bankr. W.D. Pa. Case No. 17-22222) and Pittsburgh Athletic Association Land Company (Bankr. W.D. Pa. Case No. 17-22223) filed for Chapter 11 bankruptcy protection on May 30, 2017. The Debtors each estimated their assets and liabilities at between $1 million and $10 million each. The petitions were signed by James A. Sheehan, president. Judge Jeffery A. Deller presides over the case. Jordan S. Blask, Esq., at Tucker Arensberg, P.C., serves as the Debtors' bankruptcy counsel. Gleason & Associates, P.C., is the Debtors' financial advisor. Holliday Fenoglio Fowler, L.P., is the Debtors' real estate advisors. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed seven creditors to serve on an official committee of unsecured creditors. The Committee hired Leech Tishman Fuscaldo & Lampl, LLC, as counsel. POINT.360: U.S. Trustee Forms 3-Member Committee ------------------------------------------------ Peter C. Anderson, the U.S. Trustee for the Central District of California, on March 22 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Point.360. The committee members are: (1) Media Storage Group c/o Eric Johnson, CFO and owner 3759 Cahuenga Boulevard West Studio City, CA 91604 Tel: (818) 423-2088 E-mail: eric@mediastoragegroup.com (2) Sub-Techs c/o Jeremy Stewart, President 345 Gulf Stream Way Costa Mesa, CA 92627 Tel: (323) 252-0931 E-mail: Jeremy.Stewart@Sub-Techs.com (3) Messengers c/o Bobby Zahabizadeh, President & Owner P.O. Box 11794 Burbank, CA 91510 Tel: (818) 955-7111 Fax: (818) 955-7118 E-mail: Bobby@messengersinc.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Point.360 Point.360 (PTSX) -- http://www.point360.com/and http://www.mvf.com/-- is an integrated media management services company providing film, video and audio post-production, archival, duplication and data distribution services to motion picture studios, television networks, independent production companies and multinational companies. The Company provides the services necessary to edit, master, reformat and archive its clients' audio, video, and film content, which include television programming, feature films, and movie trailers. On July 8, 2015, Point.360 acquired the assets of Modern VideoFilm to expand the Company's service offering. The Company also rents and sells DVDs and video games directly to consumers through its Movie>Q retail stores. The Company is headquartered in Los Angeles, California. Point.360 filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-22432) on Oct. 10, 2017. In the petition signed by Haig S. Bagerdjian, the Company's Chairman, President and CEO, the Debtor disclosed total assets of $11.14 million and total debt of $14.77 million as of March 31, 2017. The Hon. Julia W. Brand is the case judge. The Debtor hired Lewis R. Landaue, Esq., as bankruptcy counsel, and TroyGould PC, as transactional counsel. No trustee has been appointed, and the Company will continue to operate its business as "debtor in possession" under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. PPT HOLDINGS: S&P Assigns 'B-' Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned a 'B-' corporate credit rating to Cleveland-based PPT Holdings I LLC. The outlook is stable. S&P said, "At the same time, we assigned a 'B' issue-level rating to the company's new first-lien credit facility, consisting of a $250 million first lien term loan maturing in 2025 and a $30 million revolver maturing in 2023. The '2' recovery rating on this facility indicates our expectation for substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. We also assigned a 'CCC' issue-level rating to the company's new $115 million second-lien term loan maturing in 2026. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a payment default. "Our rating on PPT is primarily based on the company's high leverage, its relatively limited scale in the highly fragmented third-party maintenance (TPM) provider market, and the risk of hardware original equipment manufacturers (OEMs) defending their share in the overall post-warranty hardware maintenance market. These risks are somewhat mitigated by Park Place's highly recurring revenue base, excellent customer retention, and customer and end-market diversification by revenue. "The stable outlook reflects our view that, over the coming year, Park Place Technologies' highly recurring revenues will increase in the low-20% area, attributable to the company's 2017 acquisitions in 2018, with an additional 10%-15% of growth from organic revenue continuing into 2019. We expect that, over the same period, stable gross and EBITDA margins will continue, barring unforeseen transformative acquisitions or sudden revenue declines. "We could consider lowering the ratings if the company generates sustained negative free cash flow such that we deem its capital structure to be unsustainable. This could be caused by increased competition from hardware OEMs based on price or service offerings in the hardware maintenance marketplace, as well as lower-than-expected operating performance caused by losses of larger clients. "We could consider raising the ratings if the company generates enough free cash flow from increased revenue performance or improved margins such that it can repay debt ahead of scheduled amortization and deleverage below 6x. Improved performance over the coming year could be generated by faster-than-expected adoption of the ParkView product offering by existing and new customers." PRIME HOTEL: Taps Frances Caruso as Bookkeeper ---------------------------------------------- Prime Hotel Management LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire a bookkeeper. The Debtor proposes to employ Frances Caruso to prepare and review its monthly operating reports and other financial reports required by the court and the Office of the U.S. Trustee. The Debtor will pay the bookkeeper an hourly fee of $50, plus reimbursement for work-related expenses. Ms. Caruso has requested a retainer in the sum of $1,000. Ms. Caruso disclosed in a court filing that she is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. About Prime Hotel Management New York-based Prime Hotel Management LLC owns in fee simple a vacant five-storey building located at 17 West 24th Street, New York, New York, valued by the company at $8.7 million. Prime Hotel Management sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10221) on Jan. 30, 2018. Hag Gyun Lee, president of Eben Ascel Corp., manager of the Debtor, signed the petition. At the time of the filing, the Debtor disclosed $8.7 million in assets and $14.62 million in liabilities. Judge Sean H. Lane presides over the case. Pick & Zabicki, LLP, is the Debtor's legal counsel. PRO-SEC CORP: Taps Preziosi Nicholson as Accountant --------------------------------------------------- Pro-Spec Corporation seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire an accountant. The Debtor proposes to employ Preziosi Nicholson & Associates, PA to provide bookkeeping services at an hourly rate of $85, and tax and accounting services at an hourly rate of $135. Matthew Preziosi, an accountant employed with Preziosi Nicholson, disclosed in a court filing that he and his firm do not hold or represent any interests adverse to the Debtor's estate, and that they are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Preziosi Nicholson can be reached through: Matthew Preziosi Preziosi Nicholson & Associates, PA 1100 Wheaton Avenue, Suite 100 Millville, NJ 08332 Phone: 856.794.8400 Fax: 856.794.8411 E-mail: info@millvillecpa.com About Pro-Spec Founded in 1980, Pro-Spec Industrial Painting Services is an SSPC QP1 and QP2 Certified Contractor, and offers industrial coatings, abrasive blast preparation, and containment of concrete and steel structures. Based in Vineland, New Jersey, Pro-Spec filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-25463) on July 31, 2017. In the petition signed by Ronald W. Yarbrough, its president, the Debtor estimated 100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Jerrold N. Poslusny Jr. Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, serves as counsel to the Debtor. PSIVIDA CORP: Deb Jorn Quits as EVP Corporate Development --------------------------------------------------------- Deb Jorn resigned as pSivida Corp.'s executive vice president, corporate & commercial development, effective March 16, 2018, according to a Form 8-K filed with the Securities and Exchange Commission. About pSivida Corp. Headquartered in Watertown, Mass., pSivida Corp. -- http://www.psivida.com/-- develops drug delivery products primarily for the treatment of chronic eye diseases. The Company has developed three products for treatment of back-of-the-eye diseases, which include Medidur for posterior segment uveitis, its lead product candidate that is in pivotal Phase III clinical trials; ILUVIEN for diabetic macular edema (DME), its lead licensed product that is sold in the United States and European Union (EU) countries, and Retisert. Medidur is designed to treat chronic non-infectious uveitis affecting the posterior segment of the eye (posterior segment uveitis). ILUVIEN is an injectable micro-insert that provides treatment of DME from a single injection. Retisert is an implant that provides treatment of posterior segment uveitis. pSivida reported a net loss of $18.48 million on $7.54 million of total revenues for the fiscal year ended June 30, 2017, compared with a net loss of $21.55 million on $1.62 million of total revenues in 2016. As of Dec. 31, 2017, Psivida had $14.19 million in total assets, $4.29 million in total liabilities and $9.90 million in total stockholders' equity. In its report on the consolidated financial statements for the year ended June 30, 2017, Deloitte & Touche LLP stated that the Company's anticipated recurring use of cash to fund operations in combination with no probable source of additional capital raises substantial doubt about its ability to continue as a going concern. QUADRANT 4: Court Approves Termination of 401(K) Plan ----------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved the motion of Quadrant 4 System's wholly-owned subsidiary Stratitude to terminate its 401(k) plan and for limited and shortened notice thereof. As previously reported, "Prior to the Petition Date, the Debtor implemented the 401(k) Plan, effective August 1, 2017. The 401(k) Plan is sponsored by the Debtor. Automatic Data Processing ('ADP') manages the 401(k) Plan, including any required recordkeeping services. ADP's management fees are paid out of the funds in the 401(k) Plan. The Debtor's only remaining active employee is its CEO, Robert Steele, who is not, and has never been, a Plan Participant. Therefore, as of the filing of this Motion, the Debtor does not have any active employees participating in the 401(k) Plan. Through the Chapter 11 Case, the Debtor's business affairs are winding down and all Plan Participants have been terminated. The Plan Administrators are Robert Steele and Aparna Radeekesh. Ms. Radeekesh is not an employee of the Debtor and therefore not a Plan Participant. Mr. Steele is also not a Plan Participant, and it is anticipated that he will leave the Debtor following confirmation of a plan of liquidation. Finally, termination of the 401(k) Plan will eliminate ongoing monthly management fees to ADP, which will continue to be charged against Plan Participant account balances until all funds have been removed from the plan." 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. RAY ROGERS: Chandlers Buying Nashville Property for $74K -------------------------------------------------------- Ray Rogers Timber Co., Inc., asks the U.S. Bankruptcy Court for the District of Arkansas to authorize the private sale of its legal and equitable interests in the real property and improvements generally located at 2325 Hwy. 371 West, Nashville, Arkansas to Roger Chandler and Karon Chandler for $74,400. Objections if any must be filed within 10 days from the date the Notice was served. The Debtor owns the Real Property. The Real Property is a single-family residence, which is not used in or vital to the Debtor's business or the reorganization. The Debtor and the Buyer entered into the Real Estate Contract dated Dec. 6, 2017 to the Buyers, husband and wife, for the sale price of $74,400. The Debtor proposes to close on the Real Property with a proposed date of March 30, 2018. At closing, the Debtor proposes (a) to pay the past due withholding wage taxes owed to the State of Arkansas, Department of Finance and Administration in the approximate amount of $1,281, as set forth in the State's Secured Claim No. 5; and (b) to pay all remaining proceeds from the sale toward the allowed secured claims of First State Bank of DeQueen, which holds the Real Property as collateral, thereby lowering the debt currently owing to the Bank. The State will release its lien against the Real Property in satisfaction of its receipt of the funds from the sale of said Real Property, and will record a Release of the Certificate of Indebtedness with Howard County, Arkansas. The Bank, which is the largest secured creditor of Debtor, currently holds the Real Property as collateral for multiple loans to the Debtor of which approximately $1,700,000 is currently due. The Debtor asks the Court to authorize it to make payment from the proceeds of the sale to the State, in the approximate amount of $1,281, and to make payment of all remaining proceeds from the sale of the Real Property, held as collateral by the Bank, directly to the Bank, to be applied toward loans held by the Debtor with the Bank. The Debtor and the Buyers have had extensive negotiations with respect to the purchase price, with resulting price being reached in an arm's-length transaction and is a fair price that maximizes value to the estate through debt reduction. The Bank will sign a release of the real property collateral in order to transfer the Real Property to the Buyers. The Real Property will be sold in accordance with 11 U.S.C. Section 363 and the Federal Rules of Bankruptcy Procedure. The sale is on a strictly "as is, where is" basis with no warranties being extended except as to title. The Debtor further asks that all liens, claims, rights, and encumbrances of all parties, if any, in the Real Property being sold, and the proceeds received from the sale thereof, be preserved for future determination by the Court. The Debtor is making a diligent attempt to pay off or lower its debt by selling said Real Property. The sale of the Real Property will enable the Debtor to obtain proceeds that will subsequently be distributed to secured and priority creditors. It believes that the sale of the Real Property will generate proceeds to assist in lowering its debt with current creditors and will benefit this estate. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Ray_Rogers_93_Sales.pdf About Ray Rogers Timber Company Ray Rogers Timber Company, Inc., based in Nashville, Arizona, is engaged in the business of cutting and selling timber, in the ordinary course of its business. Ray Rogers Timber Company, Inc., filed a Chapter 11 petition (Bankr. W.D. Ark. Case No. 17-71461) on June 7, 2017. The Hon. Richard D. Taylor presides over the case. Rufus E. Wolff, Esq., at Wolff & Ward, PLLC, serves as bankruptcy counsel. In the petition signed by E. Ray Rogers, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. REAL INDUSTRY: Auction Cancelled, Credit Bid Detailed ----------------------------------------------------- BankruptcyData.com reported that Real Industry Inc. filed with the U.S. Bankruptcy Court a notice of credit bid amount and cancellation of auction. The notice states, "The Required DIP Noteholders and the Debtors have agreed to a total purchase consideration valued by the Debtors at approximately $364 million, plus the assumption of certain liabilities. Specifically, the Purchase Price consists of (a) Purchaser's assumption of the Assumed Liabilities; (ii) a cash payment equal to the sum of (A) an amount equal to, and used to pay and discharge, the DIP ABL Obligations, plus (B) an amount equal to, and used to pay and discharge, (x) the New Money DIP Notes Obligations and (y) the administrative claims set forth in Schedule 3.1(a) to the Asset Purchase Agreement, plus (C) an amount equal to, and used to pay and discharge, the aggregate Cure Amounts for the Assumed Contracts as of March 27, 2018, plus (D) without duplication, an amount equal to, and used to pay and discharge, the administrative claims set forth in Schedule 3.1(a) to the Asset Purchase Agreement; and (iii) the Credit Bid in an amount equal to $183,470,000 as of the Effective Date (the 'Credit Bid Amount'). As of March 19, 2018, which is the Bid Deadline, the Debtors had not received any bids for which the value of the purchase price set forth in such bid with respect to the Real Alloy Debtors' Assets equalled at least the value of the Purchase Price. After consultation with the Consultation Parties, the Debtors are hereby providing notice that the Auction scheduled for March 27, 2018 has been cancelled." About Real Industry Based in Beachwood, Ohio, Real Industry, Inc. (NASDAQ:RELY) is the holding company for Real Alloy, the largest third-party aluminum recycler in both North America and Europe. Real Alloy offers products to wrought alloy processors, automotive original equipment manufacturers, foundries, and casters. Real Alloy delivers recycled metal in liquid or solid form according to customer specifications and serves the automotive, consumer packaging, aerospace, building and construction, steel, and durable goods industries. Real Industry has no funded debt. The funded debt obligations of the Real Alloy debtors total $400 million, comprised of (i) $96 million outstanding under a $110 senior secured revolving asset-based credit facility with Bank of America, and (ii) $305 million in principal outstanding under 10.00% senior secured notes due 2019. Real Industry, Inc., and Real Alloy Intermediate Holding, LLC, Real Alloy Holding, Inc., and their U.S. subsidiaries filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code in Delaware on Nov. 17, 2017. The Honorable Kevin J. Carey is the case judge. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as local bankruptcy counsel; Jefferies LLC as the debtors' investment banker; Berkeley Research Group, LLC as financial advisor; Ernst & Young LLP as auditor and tax advisor; and Prime Clerk as the claims and noticing agent and administrative advisor. The Ad Hoc Noteholder Group tapped Latham & Watkins LLP as counsel; Young Conway Stargatt & Taylor LLP as Delaware counsel; and Alvarez & Marsal Securities, LLC, as financial advisor. DDJ Capital Management, LLC, Osterweis Capital Management, HPS Investment Partners, LLC, Hotchkis & Wiley Capital Management, and Southpaw Credit Opportunity Master Fund L.P. comprise the Ad Hoc Noteholder Group. The Official Committee of Unsecured Creditors tapped Brown Rudnick LLP as counsel; Duane Morris LLP as Delaware counsel; Miller Buckfire & Co, LLC, as investment banker; and Goldin Associates, LLC, as financial advisor. The Ad Hoc Committee of Equity Holders of Real Industry tapped the firms of Dentons US LLP and Bayard, P.A., as counsel. * * * Real Alloy entered into an agreement with its existing asset-based facility lender and certain of its bondholders for continued use of its $110 million asset-based lending facility and up to $85 million of additional liquidity through debtor-in-possession financing to fund ongoing business operations. As Real Industry has no access to the Real Alloy debtors' postpetition financing, Real Industry accepted an unsolicited proposal from 210 Capital, LLC and the Private Credit Group of Goldman Sachs Asset Management L.P. for (i) up to $5.5 million in postpetition financing, (ii) an equity commitment of $17 million for up to 49% of the common stock, and (iii) a commitment to provide a $500 million acquisition financing facility on terms to be negotiated. RED BOOTH: Wants More Time to Solicit Acceptance of Plan -------------------------------------------------------- Red Booth, Inc., and its affiliate, Rideshare Port Management, LLC, ask the U.S. Bankruptcy Court for the Central District of California to extend through July 23, 2018, the exclusive period in which only the Debtor may solicit acceptance of a plan of reorganization and the Court's deadline to confirm a plan. The current 180-day Solicitation Exclusivity Period is through April 21, 2018. The Court initially set Jan. 26, 2018, as the deadline to file the disclosure statement and plan and March 7, 2018, as the deadline to confirm a plan. On Feb. 9, 2018, the Debtors filed their Plan of Reorganization proposed jointly by the Debtors and their joint disclosure statement describing the Joint Plan. The hearing to consider approval of the Disclosure Statement is currently scheduled for April 5, 2018. Since the filing of the Plan, the Debtors have made progress with two separate counsel representing two groups of State Court Plaintiffs toward a consensual resolution of the claims and the Plan. The Debtors wish to continue this progress, so as to have a fair and reasonable opportunity to reach a consensus. Thus, this extension is not being sought to cause delay or to pressure creditors. Quite to the contrary, it will expedite the reorganization process by giving the Debtors, creditors, non-debtor plan funders and equity holders a fair and reasonable opportunity to reach a consensual plan. Toward that goal, an extension will foster negotiations by permitting those parties negotiating in good faith to be free of distractions from dissident creditors to the detriment of the estates and those creditors making good faith efforts to reach a consensus. To that end, the Debtor is currently considering offers to resolve such claims, as well as avoid potential objections to confirmation, from these two groups, which resolution will require a few modifications to the Plan Trust provided for as part of the Plan. In that regard, the Debtors have deferred submitting certain exhibits pertaining to the claims resolution process and financial exhibits to the Disclosure Statement. Among other reasons, filing such exhibits at this juncture may be counterproductive to the negotiations and resolution. In addition, should the proposed resolution with these two groups come to fruition, the Debtors and negotiating claimants will need additional time to review and conform the exhibits. In furtherance, the Debtors are in the process of retaining a financial consultant, Special Services, to review the Debtors financial information, so as to assist in resolution for a consensual plan with such claimants. The Debtors intend to file applications to employ Special Services shortly. Therefore, it is likely that a continuance of the Disclosure Statement Hearing will become necessary. This is the Debtors' first request for an extension, and they are only seeking extensions of the plan deadline and solicitation exclusivity period. As stated, the Debtors are not seeking this extension to pressure creditor, freeze out competing plans or to protect and entrenched management. To the contrary, cause exists for the requested extensions in order to avoid the risk of these cases deteriorating into a state of confusion and chaos at a critical juncture, at a time when it is unequivocally in the best interest of creditors and the estates, that the Debtors focus their efforts attempting to reach a consensus or at least narrowing the disputed issues. In other words, the Motion seeks to afford sufficient time for the parties to continue to negotiate toward a consensual resolution of the cases, if possible. The Debtor has been in the business of providing rideshare van services to passengers since 1977. The Debtors and non-debtor entities will be funding the Plan. As part of its business model, the Debtor contracts with independent contractors to which it subcontracts service assignments. For years, the Debtor has been the target of numerous lawsuits initiated by plaintiff contingency counsel, on behalf of former or disgruntled drivers asserting that they were not independent contractors, but rather employees of the Debtor. Based on that theory, those independent contractors have filed numerous claims for violations of the labor code, violations of employment laws, as well as other related claims. For years, the Debtor has successfully defended these claims as they arise. Unfortunately, they keep coming. As of the Petition Date, the Debtor had been named as a defendant in at least nine separate proceedings. The Debtors have made progress with two separate counsel representing two groups of State Court Plaintiffs toward a consensual resolution of the claims and the Plan. The Debtors wish to continue this progress, so as to have a fair and reasonable opportunity to reach a consensus. To that end, the Debtor is currently considering offers to resolve the claims, as well as avoid potential objections to confirmation, from these two groups, which resolution will require a few modifications to the Plan Trust provided for as part of the Plan. In that regard, the Debtors have deferred submitting certain exhibits pertaining to the claims resolution process and financial exhibits to the Disclosure Statement. Among other reasons, filing such exhibits at this juncture may be counterproductive to the negotiations and resolution. In addition, should the proposed resolution with these two groups come to fruition, the Debtors and negotiating claimants will need additional time to review and conform the exhibits. In furtherance, the Debtors' are in the process of retaining a financial consultant, Special Services, to review the Debtors financial information, so as to assist in resolution for a consensual plan with the claimants. The Debtors intend to file applications to employ Special Services shortly. Therefore, it is likely that a continuance of the Disclosure Statement Hearing will become necessary. 21 The Claims are unresolved, the resolution process is complex, and the Debtors would like to solicit input from counsel for these creditor groups. First, there is the threshold issue to determine as to whether the drivers are independent contractors. Next, there are also complexities concerning the components of the claims and the treatment under a Chapter 11 plan. A copy of the Debtors' request is available at: http://bankrupt.com/misc/cacb17-22975-92.pdf About Red Booth Los Angeles, California-based Red Booth, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-22975) on Oct. 23, 2017, estimating its assets and liabilities at up to $50,000. Affiliate Rideshare Port Management, LLC, also commenced a Chapter 11 case (Bankr. C.D. Cal. Case No. 17-22974). Sandford L. Frey, Esq., and Crystal H. Thorton-Illar, Esq., at Leech Tishman Fuscaldo & Lampl, Inc., serve as the Debtors' bankruptcy counsel. * * * On Feb. 9, 2018, the Debtors filed their Joint Plan of Reorganization. REMINGTON OUTDOOR: Files Ch.11 in Delaware with $338M DIP Loans --------------------------------------------------------------- Remington Outdoor Co. and certain of its affiliates filed for Chapter 11 bankruptcy protection Sunday evening in Delaware bankruptcy court. The bankruptcy filing was required under a Restructuring Support Agreement with a group of lenders. On Friday, Remington announced that the company and its affiliate FGI Operating Company, LLC, have entered into yet another amendment to the RSA that extended the time for the Company to file for Chapter 11 to March 25. Remington also said it has entered into commitment letters with various lenders with respect to: (i) $145,000,000 debtor-in-possession credit facility, of which: $45,000,000 will convert into 17.5% of the equity of the reorganized company; and $100,000,000 remaining balance will convert into a four-year $100 million term exit facility, and (ii) $193,000,000 revolving senior secured superiority debtor-in-possession facility, which will convert into a three-year $193 million asset based exit facility. The Company also has negotiated a term sheet with certain lenders with respect a three-year $55 million first in, last out exit facility. Remington said the Creditors have negotiated a term sheet with respect to the governance of ROC post-emergence from bankruptcy proceedings. The Company was not a party to the negotiations. As previously reported by the Troubled Company Reporter, effective as of March 16, 2018, ROC and FGI Opco entered into an amendment to the Restructuring Support Agreement, dated as of February 11, 2018, by and among ROC, FGI Opco, certain holders, or investment advisors or investment managers to certain First Lien Term Loan Lenders, of certain claims arising under the Term Loan Agreement, dated as of April 19, 2012, by and among FGI Opco, FGI Holding Company, LLC, the guarantors and lenders from time to time party thereto, Ankura Trust Company, LLC, as successor agent effective March 2, 2018, and the other parties thereto, and certain holders of the Company's 7.875% Senior Secured Notes due 2020, or investment advisors or investment managers to certain Consenting Third Lien Creditors. The March 16 RSA Amendment extends certain milestones, including the extension to March 21, of the time for the Remington entities to seek Chapter 11 protection. The Company's creditors include Franklin Resources Inc. and JPMorgan Chase & Co.'s asset-management division. Remington on March 22 commenced solicitation of votes for a joint prepackaged Chapter 11 plan as contemplated by the RSA. In connection with the RSA, the Company entered into non-disclosure agreements with certain Creditors, or their investment advisors or investment managers, related to discussions regarding the potential restructuring of the Company's debt. The Company on Friday also disclosed certain financial projections -- including cash flow and budget forecasts, and sources of cash -- that were previously provided to its Creditors. A copy of the Financial Disclosures, and the Amendments to the RSA, is available at https://is.gd/U5qZ4S In connection with the RSA negotiations, Remington has retained as counsel: Gregory A. Bray, Esq. Roland Hlawaty, Esq. Milbank, Tweed, Hadley & McCloy LLP 28 Liberty Street New York, NY 10005 Facsimile: (212) 822 5735 E-mail: gbray@milbank.com rhlawaty@milbank.com - and - Laura Davis Jones, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 E-mail: ljones@pszjlaw.com Counsel to Consenting Term Loan Creditors under the RSA are: Andrew Parlen, Esq. Joseph Zujkowski, Esq. O'Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Telephone: (212) 326-2000 Email: aparlen@omm.com jzujkowski@omm.com - and - Mark D. Collins, Esq. Richards, Layton & Finger, P.A. 920 North King Street Wilmington, DE 19801 Facsimile: (302) 651-7701 E-mail: collins@RLF.com Counsel to Consenting Third Lien Creditors under the RSA are: Rachel C. Strickland, Esq. Joseph G. Minias, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 E-mail: rstrickland@willkie.com jminias@willkie.com - and - Edmon L. Morton, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6637 Facsimile: (302) 576-3320 E-mail: emorton@ycst.com About Remington Outdoor Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. The company is controlled by Cerberus Capital Management. Remington's affiliated companies are FGI Holding Company, LLC; and FGI Operating Company, LLC; Remington Arms Company, LLC; Barnes Bullets, LLC; TMRI, Inc.; RA Brands, L.L.C.; and Remington Arms Distribution Company, LLC. As of Oct. 1, 2017, Remington listed $954.3 million in total assets against $1.306 billion in total liabilities and $351.9 million in stockholders' deficit. RENAISSANCE LEARNING: Moody's Affirms B3 CFR Amid MyON Acquisition ------------------------------------------------------------------ Moody's Investors Service affirmed Renaissance Learning, Inc.'s B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR). Moody's also affirmed the B2 rating on the company's first lien senior secured credit facility, consisting of an amended and upsized $685.5 million term loan due 2021 and a $40 million revolver due 2021, and the Caa2 rating on its amended and upsized $283.7 million second lien senior secured term loan due 2022. The rating outlook is stable. Renaissance has recently closed the acquisition of myON LLC, a provider of literacy software content in the K-12 market with an extensive library of digital books. To finance the acquisition, Renaissance amended its credit facilities and upsized its first lien term loan by $135 million and its second lien term loan by $55 million. The transaction reflects the aggressive financial policies of Renaissance evidenced by its willingness to raise debt to fund this acquisition when already highly levered. Moody's-adjusted debt to EBITDA increased substantially to approximately 8.5x from 7.5x estimated at December 31, 2017, and EBITDA less capex to interest coverage weakened to 1.8x from 1.9x. Total debt pro forma for the myON acquisition is over 3.5x Renaissance's revenue, representing a significant rating concern. Additionally, Moody's anticipates that a higher interest burden resulting from the transaction as well as a larger tax expense due to the new tax legislation will reduce the company's free cash flow generation. While Renaissance's pro forma credit profile weakens, the rating affirmations reflect Moody's expectation that the company's organic revenue growth, business optimization initiatives and synergy realization will lead to higher earnings at sustainably strong margins, resulting in gradual de-leveraging below the mid 7.0x level over the next 18 months. The company's revenue and earnings growth are expected to be achieved through increased market penetration and higher pricing on subscription services and cross-selling opportunities, including internationally. The company's solid free cash flow generation, despite being highly seasonal and somewhat weakened pro forma for the transaction and due to the expected higher tax burden, provides support to the ratings, as does Renaissance's good liquidity profile. The following rating actions were taken: Issuer: Renaissance Learning, Inc.: Corporate Family Rating, affirmed at B3; Probability of Default Rating, affirmed at B3-PD; $40 million senior secured first lien revolving credit facility due 2021, affirmed B2 (LGD3); Upsized $685.5 million senior secured first lien term loan due 2021, affirmed B2 (LGD3); Upsized $283.7 million senior secured second lien term loan due 2022, affirmed Caa2 (LGD5). The outlook remains stable. RATINGS RATIONALE Renaissance's B3 CFR reflects: 1) the company's small revenue size compared to rated business and consumer services companies; 2) high debt leverage and aggressive financial policies which include dividends; 3) product concentration and reliance on Accelerated Reader and the STAR suite of products for the majority of its revenue; and 4) the competition faced from larger scale, better capitalized companies like Pearson Education, McGraw-Hill Education and Scholastic Corporation, as well as a number of smaller players given the high fragmentation of the market for computer-based learning and assessment technology. On the other hand, the credit profile is supported by: 1) the company's high operating margins and strong earnings growth potential; 2) although somewhat weakened by interest expense and taxes, still favorable free cash flow characteristics of its business model, with high levels of recurring revenue and low capital expenditures; 3) the company's well-known brand name and high level of school penetration in the market for educational practice and assessment software; and 4) business fundamentals that are supported by an increased focus on the effectiveness of US public schools, implementation of standards in K-12 reading and math, and greater penetration of digital assessments, and notwithstanding pressures related to persistently tight school budget funding. The stable outlook reflects Moody's expectation that revenue and earnings growth will lead to a reduction in Renaissance's high leverage over the next 12-18 months, below the mid-7.0x level. The stable outlook also considers the company's good liquidity profile. Moody's expects Renaissance to maintain a good liquidity profile over the next 12-15 months, supported by solid free cash flows, ample availability under its $40 million revolver (the maturity of which was recently extended to 2021), and a covenant-lite capital structure. The ratings could be downgraded if weakening order trends or increased competition result in a material slowdown in earnings growth. Specifically, if debt to EBITDA is expected to be sustained over 7.5x (Moody's adjusted and excluding the effect of deferred revenues), or EBITDA less capital expenditures to interest expense falls to below 1.5x, the ratings could be downgraded. The ratings could be upgraded if Renaissance sustains debt to EBITDA below 6.0x (Moody's adjusted and excluding the effect of deferred revenues), EBITDA less capex coverage of interest expense exceeds 2.5x, and free cash flow to debt grows to the high single digits as a percentage of adjusted debt. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Renaissance is a provider of subscription-based educational practice and assessment software and school improvement programs for pre-kindergarten through senior high (pre-K-12) schools. The company is majority-owned by affiliates of Hellman & Friedman LLC. In 2017, Renaissance generated approximately $230 million of revenue. RIEDESEL ENGINEERING: Taps Racine Olson as Litigation Counsel ------------------------------------------------------------- Riedesel Engineering, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire Racine Olson Nye & Budge, Chartered as its special litigation counsel. The firm will represent the Debtor in a lawsuit it will file against its former employees and J-U-B Engineers, Inc. The firm's hourly rates are: Partners $250 Associates $215 Paralegals $100 Scott Smith, Esq., and Rachel Miller, Esq., the attorneys who will be representing the Debtor, charge $250 per hour and $215 per hour, respectively. Racine Olson will be paid a retainer in the sum of $30,000. The firm does not represent any interest adverse to the Debtor or its estate, according to court filings. Racine Olson can be reached through: Scott J. Smith, Esq. Racine Olson Nye & Budge, Chartered 201 E Center St. Pocatello, ID 83201 Phone: 208.232.6101 Fax: 208.232.6109 E-mail: sjs@racinelaw.net About Riedesel Engineering Riedesel Engineering, Inc. -- http://www.riedeseleng.com/-- provides engineering services for communities throughout the Northwest. It is a multi-disciplined engineering firm specializing in transportation, municipal, airport, land survey, land development and construction services. The company has offices in Lewiston, Meridian and Twin Falls. Riedesel Engineering sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-00288) on March 15, 2018. In the petition signed by Martin G. Gergen, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Jim D. Pappas presides over the case. RIEDESEL ENGINEERING: Taps Roark Law Offices as Legal Counsel ------------------------------------------------------------- Riedesel Engineering, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire Roark Law Offices as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; help the Debtor get approval to use cash collateral and obtain financing; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. Holly Roark, Esq., at Roark Law Offices, will be employed under a general retainer at the standard hourly rate of $195. The rate is the attorney's discounted rate, which is usually $250 per hour. The firm received a retainer of $15,000, plus $1,717 for the filing fee. Ms. Roark disclosed in a court filing that she and her firm do not represent any interest adverse to Debtor or its estate. Roark Law Offices can be reached through: Holly Roark, Esq. Roark Law Offices 950 Bannock St., Suite 1100 Boise, ID 83702 Tel: (208) 536-3638 Fax: (208) 536-3638 Email: holly@roarklawboise.com About Riedesel Engineering Inc. Riedesel Engineering, Inc. -- http://www.riedeseleng.com-- provides engineering services for communities throughout the Northwest. It is a multi-disciplined engineering firm specializing in transportation, municipal, airport, land survey, land development and construction services. The company has offices in Lewiston, Meridian and Twin Falls. Riedesel Engineering sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-00288) on March 15, 2018. In the petition signed by Martin G. Gergen, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Jim D. Pappas presides over the case. SAMUEL WYLY: Sale of Assets by Jewel Box Approved ------------------------------------------------- Judge Barbara J. House of the U.S. Bankruptcy Court for the Northern District of Texas authorized Samuel Evans Wyly's sale of all his right, title, and interest of the estate in and to the Debtor-Owned estate sale items, consisting of household furnishings, art and collectibles, at an estate sale to be conducted by The Jewel Box, Inc. The sale is free and clear of all Interests, if any, with any such Interest to attach to the net proceeds of the sale of the applicable Debtor-Owned Estate Sale Items. Any member of the Wyly family other than the Debtor will be permitted to purchase any of the Debtor-Owned Estate Sale Items at the Estate Sale. Within 10 days after Jewel Box has removed all equipment and supplies from the premises of the Estate Sale (such date being April 13, 2018, per the terms of the Estate Sale Agreement), Jewel Box will remit to the Debtor a check for the proceeds of the Debtor-Owned Estate Sale Items from the Estate Sale that it has actually collected and received after deducting its fees. Within seven days after receipt by the Debtor of full and final payment of the net sale proceeds from Jewel Box, the Debtor will file a Notice of Sale with the Court detailing the Debtor-Owned Estate Sale Items sold and the net proceeds received by the estate. The net sale proceeds received from the sale of the Debtor-Owned Estate Sale Items at the Estate Sale will be deposited in the Debtor's DIP bank account pending further order of the Court. The Debtor is authorized to prepare, execute, exchange, and record any documents and to take any actions necessary, in the Debtor's sole and absolute discretion, to consummate the sale of any Debtor-Owned Estate Sale Items and to effectuate the terms of the Order, including, without limitation, paying the storage rental payments to Eveready Storage for the months of January, February, and March, 2018. 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. SAMUEL WYLY: Sale of Audubon & Additional Assets by DAG Approved ---------------------------------------------------------------- Judge Barbara J. House of the U.S. Bankruptcy Court for the Northern District of Texas authorized Samuel Evans Wyly's sale of (i) the Audubon estate sale item consigned to Dallas Auction Gallery, Ltd. ("DAG"); and (ii) all his right, title, and interest of the estate in and to the Debtor-owned estate sale items at one or more auctions to be conducted by DAG under the Consignment Agreement. The sale is free and clear of all Interests, if any, with any such Interest to attach to the net proceeds of the sale of the applicable Sale Items. On the 21st business day after each Auction at which any of the Sale Items is sold, DAG will collect the proceeds from the sale of the Sale Items from each buyer and will (a) deposit the net proceeds from the sale of the Additional Audubon Items in the DAG Escrow Account and (b) remit to the Debtor the sale proceeds that it has actually collected and received from the Debtor-Owned Items, after deducting its fees. Within seven days after receipt by the Debtor of full and final payment of the net sale proceeds from DAG, the Debtor will file a Notice of Sale with the Court detailing the Sale Items sold and the net proceeds received by the estate. The net sale proceeds received from the sale of the Debtor-Owned Items at the Auctions will be deposited in the Debtor's DIP bank account pending further order of the Court. As noted, all net sale proceeds received from the sale of the Additional Audubon Items at the Auctions will be deposited in the DAG Escrow Account. 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. SANTOS CONSTRUCTION: Seeks Court Approval to Hire A+ as Accountant ------------------------------------------------------------------ Santos Construction Group, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire A+ Accounting and Tax as its accountant. The firm will prepare the U.S. Trustee report and other court-ordered reports; assist in preparing the Debtor's plan of reorganization; conduct tax research; prepare the Debtor's annual tax research; and provide other accounting services related to its Chapter 11 case. Akshay Dave, the accountant employed with A+ who will be providing the services, will charge $175 per hour. The hourly rates for services provided by the firm's accounting staff range from $50 to $100. A+ does not hold or represent any interests adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Akshay Dave A+ Accounting and Tax P.O. Box 372 Brandon, FL 33509-0372 Tel: (813) 381-3809 Email: tax4002@gmail.com About Santos Construction Group Santos Construction Group, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00486) on Jan. 23, 2018. In the petition signed by the Debtor's authorized member and representative, Andrew F. Santos, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Buddy D. Ford, P.A., serves as counsel to the Debtor. SEARS HOLDINGS: Fitch Hikes IDR to CC on Debt Exchange Completion ----------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDRs) on Sears Holdings Corporation (Holdings), Sears Roebuck Acceptance Corp. (SRAC) and Kmart Corporation to 'RD' from 'C' following the closing of its distressed debt exchange (DDE) announced Jan. 23, 2018. The company exchanged $170 million of its $303 million of 6.625% senior second-lien notes due 2018 to $170 million senior secured convertible PIK toggle notes due 2019, $214 million of its $625 million 8.000% senior subordinated notes due 2019 into senior unsecured PIK toggle notes due 2019 and $100 million of unsecured SRAC notes into like principal PIK notes due March 2028. Fitch views these exchanges as a DDE, given extension of maturity date and the change in interest from cash-pay basis to PIK. While the exchanges and amendments are expected to result in annual cash interest savings of around $60 million, this transaction does not materially change Fitch's expectations for annual cash burn, at $1.2 billion to $1.3 billion in 2018. Subsequently, Fitch has upgraded Sears Long-Term IDR to 'CC' from 'RD', which Fitch believes is reflective of the post-DDE credit profile given ongoing restructuring concerns. Fitch has assigned a rating of 'CCC'/'RR2' to the extended portion of the second-lien secured notes, as these rank pari passu to the second lien credit agreement while downgrading the non-extended second-lien secured notes of Holdings to 'C'/'RR6' from 'CC'/'RR3' given this has been subordinated. KEY RATING DRIVERS Negative $600 Million-$700 Million EBITDA in 2018/2019: Fitch expects Sears' comparable store sales (comps) to be around negative mid-teens in 2017 and negative 10% in 2018. Overall top-line declined by 25% in 2017 and is expected to decline in the mid-teens in 2018 given significant store closures. EBITDA in 2017 was negative $562 million and Fitch expects EBITDA to be negative $600 million-$700 million in 2018/2019, compared with a loss of over $800 million in 2015/2016. Significant Cash Burn: Sears' interest expense, capex and pension plan contributions are expected to total $800 million in 2017 and 2018. Fitch expects cash burn (cash flow from operations [CFFO] after capex and pension contributions) of $1.2 billion - $1.3 billion annually, assuming $250 million in annual working capital benefit from store closings and fewer inventory buys, prior to the proposed debt exchange, which would result in approximately $100 million in cash interest savings in 2018. The estimated $300 million in annual cash pension contributions could be addressed through using proceeds from a potential new credit facility backed by ring-fenced assets. Potential Sources of Liquidity: At the end of 2016, Sears owned 67 Kmart stores, 293 Sears stores and 12 distribution centers (DCs). Fitch estimates Sears currently has approximately 120 unencumbered properties consisting primarily of Kmart discount and Sears full-line mall stores and a few DCs. This excludes the 138 ring-fenced properties and another 87 properties that secure the real estate loans, as well as 25 stores that were sold during 2017. The Kenmore and DieHard brands, and Sears Home Services and Sears Auto Centers businesses could also be potential sources of liquidity. The ability of Sears to monetize or use Kenmore and DieHard to secure debt will depend on its negotiations with the Pension Benefit Guaranty Corp, given that these assets are subject to a ring-fence arrangement with the PBGC. In January 2018, Sears announced a series of financial transactions to raise an incremental $300 million in new liquidity. The company raised $210 million during the fourth quarter of 2017 and an additional $40 million subsequent to quarter-end. This debt is supported by ground leases and select intellectual property and the company has the ability to raise an additional $50 million. Concurrently, Sears Holdings amended the borrowing base definition in the indenture relating to its second-lien notes, maturing Oct. 15, 2018, to change the advance rate for inventory to 75% from 65%. The amendment also defers the collateral coverage test for purposes of the repurchase-offer covenant in the indenture and restarts it with the second quarter of 2018 (2Q18; such that no collateral coverage event can occur until the end of 3Q18). The company has also made corresponding amendments to its second-lien credit agreement. There is risk, however, that this could lead to higher borrowings under the $1.5 billion credit facility, further reducing recovery prospects for outstanding second-lien debt. In March 2018, Sears entered into an agreement for a $200 million secured credit facility due December 2018, secured by 138 properties that were previously subject to a ring-fence arrangement with the PBGC and have aggregate appraised value of approximately $985 million. The company also entered into a $240 million mezzanine loan agreement due July 2020, secured by a pledge of the equity interests in the parent of the entity that owns the 138 properties discussed above. The mezzanine agreement contains an uncommitted accordion feature of not more than $200 million in aggregate. The company intends to use the net proceeds from the secured credit facility to fund the payment of approximately $407 million into the Sears pension plans and for general corporate purposes. Following funding of the pension contribution, Holdings will be relieved of the obligation to make further contributions to the pension plans for approximately two years (other than a $20 million supplemental payment due in 2Q18). Holdings expects to paydown a substantial portion of the $200 million secured credit facility over the next three to six months with the proceeds from sales of the underlying properties. Shrinking Assets Fund Operations: Sears injected almost $12 billion in liquidity in 2012-2016 to fund ongoing operations given material declines in internally generated cash flow. This includes $5.6 billion from real estate-related transactions, including loans secured by properties, with the remainder from debt issuance and working-capital reductions. In 2017 (through December), the company raised almost $2 billion through asset sales, sales of Craftsman, and debt issuance. Conversely, the company also paid down $1.3 billion of debt during the year. Restructuring Risk: On top of the DDE transactions discussed above, Fitch believes restructuring risk for Sears remains high over the next 12-24 months given the significant cash burn and reduced sources of liquidity. DERIVATION SUMMARY Sears' 'CC' rating reflects multi-year top line market share and EBITDA declines that have led to concerns regarding long-term competitive viability. The company faces significant restructuring risk given the high cash burn since 2013 which has necessitated significant liquidity infusion via asset sales or secured debt. Since Kmart and Sears, Roebuck and Co. merged under the newly created entity Sears Holdings Corporation in March 2005, the company has been underperforming its largest retail peers within the department store, discount and big-box specialty retail segments. The combined domestic entity lost $24.8 billion, or 47% of its 2006 domestic revenue base of $47 billion, excluding Orchard Hardware, through 2016. Overall top line decline by 25% in 2017 and Fitch expects mid-teens declines in 2018, with 2018 revenue projected at $14 billion. The top-line weakness reflects years of underinvestment in stores, competitive pressures, inconsistent merchandising execution and the lack of a long-term retail strategy. While the hardlines and discount channel has been relatively resilient with growth in retailers such as Walmart, Target, Home Depot, Lowe's and Best Buy, department store industry sales have declined almost 30% over the last 10 years. The decline in Sears' sales have been more pronounced compared to investment grade-rated retailers such as Macy's, Kohl's and Nordstrom, where sales have been flat to up during this time frame. J.C. Penney's 'B+' rating reflects the meaningful turnaround in the business over the last few years with EBITDA improving to $886 million in 2017 from $275 million in 2014 due to both sales growth and cost reductions. Fitch expects annual EBITDA to remain in the mid-$800 million annually over the next 24 to 36 months, and leverage is expected to be in the mid-5x given expectations for some debt paydown. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Overall top line to decline in the mid-teens in 2018 assuming 10% comps decline and additional store closures. Declines could be closer to high-single digits in 2019. -- EBITDA to be approximately negative $600 million-$700 million in 2018/2019. -- Cash burn to be approximately $1.2 billion - $1.3 billion in 2018/ 2019 based on $800 million total in interest expense, capex, and cash pension payments. Fitch assumes $250 million in annual working-capital benefit from store closings and fewer inventory buys. The estimated pension contributions could be addressed through using proceeds from a potential new credit facility backed by ring-fenced assets. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action Sustained improvement in comps and EBITDA to a level where the company is covering its fixed obligations. Note this is not anticipated at this time. Developments That May, Individually or Collectively, Lead to Negative Rating Action If Sears is unable to inject the liquidity needed to fund ongoing operations. LIQUIDITY Sears had total liquidity of $405 million as of Feb. 3, 2018, consisting of $336 million cash and $69 million available under its credit facility. The $69 million available on the $1.5 billion domestic credit facility reflected $271 million of borrowings and $377 million of letters of credit outstanding, the effect of the springing fixed-charge coverage ratio covenant of $150 million, and another about $630 million that was not available due to the borrowing base limitation. Fitch assumes $1.9 billion of first-lien term loans, the second-lien notes, the second-lien term loan and uncommitted lines of credit loans backed by ABL collateral are taken into account when calculating the borrowing base. Recovery Considerations for Issue-Specific Ratings Fitch's recovery analysis assumes a liquidation value under a distressed scenario of approximately $4.2 billion on domestic inventory; receivables; and property, plant and equipment. Fitch applied an 80% advance rate on receivables and a 70% advance rate against third-quarter inventory as a proxy for a net orderly liquidation value of the assets. Fitch also assumes owned stores as discussed below would be valued at $1.5 billion. A going-concern approach to enterprise value is not utilized, as Fitch does not believe Sears can reverse its significant operating declines. The $1.5 billion domestic senior secured credit facility (SRAC and Kmart Holding Corp. are the borrowers) is rated 'CCC+'/'RR1', indicating outstanding (90%-100%) recovery prospects in a distressed scenario. The facility is secured primarily by inventory, and pharmacy and credit card receivables. Fitch assumes the amount drawn is a function of availability using a borrowing base calculation, adjusted for the effect of the springing fixed-charge coverage ratio covenant and the borrowing base limitation posed by debt secured by the same assets. Holdings provides a downstream guarantee to both SRAC and Kmart, and there are cross-guarantees between SRAC and Kmart. The facility is also guaranteed by direct and indirect wholly owned domestic subsidiaries of Holdings, which own assets that collateralize the facility. The $400 million first-lien senior secured term loan due January 2019 and $557 million first-lien secured term loan due July 2020 are also rated 'CCC+'/'RR1', as they are secured by a first lien on the same collateral and guaranteed by the same subsidiaries of the company that guarantee the revolving facility. The $300 million second-lien term loan facility due July 2020, the $413 million second-lien uncommitted line of credit loans provided by ESL and affiliates and the $170 million extended second-lien notes due 2019 have a second lien on the ABL collateral. Fitch has assigned a rating of 'CCC'/'RR2' to the extended portion of the second-lien secured notes, as these rank pari passu to the second lien credit agreement while downgrading the non-extended second-lien secured notes of Holdings to 'C'/'RR6' from 'CC'/'RR3' given this has been subordinated. The $197 million senior unsecured notes at SRAC and the 8% $625 million unsecured notes due 2019 at Holdings are rated 'C'/'RR6', given poor recovery prospects (0%-10%). The company owned 67 Kmart stores, 293 Sears stores and 12 DCs as of Jan. 28, 2017. Fitch estimates Sears still has approximately 120 unencumbered properties, consisting primarily of Kmart discount and Sears full-line mall stores and a few DCs. This excludes the 138 ring-fenced properties and another 87 properties that secure the real estate loans, as well as 25 stores that were sold during 2017. For recovery purposes, Fitch excludes the ring-fenced properties and has valued the 209 total owned properties at $7 million per property, for a total of $1.5 billion, in line with the valuation provided for the 138 ring-fenced properties, but lower than the $10 million per store under the Seritage transaction. While the current real estate loans amount to just over $800 million, Fitch assumes a material portion of the unencumbered real estate will be used to raise additional liquidity -- via asset sales or securing additional debt -- to fund operations, and as such, the prospects for the unsecured debtholders remain poor. FULL LIST OF RATING ACTIONS Fitch has downgraded the following ratings: Sears Holdings Corporation -- Long-Term IDR to 'RD' from 'C'. Sears Roebuck Acceptance Corp. -- Long-Term IDR to 'RD' from 'C'. Kmart Corporation -- Long-Term IDR to 'RD' from 'C'. Fitch has also downgraded the following: Sears Holdings Corporation -- $133 million non-extended second-lien secured notes due 2018 downgraded to 'C/RR6' from 'CC'/'RR3'. Fitch has upgraded the following ratings: Sears Holdings Corporation -- Long-Term IDR to 'CC' from 'C'. Sears Roebuck Acceptance Corp. -- Long-Term IDR to 'CC' from 'C'. Kmart Corporation -- Long-Term IDR to 'CC' from 'C'. Fitch has assigned the following ratings: Sears Holdings Corporation -- $170 million new (extended) second-lien secured notes due 2019 'CCC'/'RR2'. Fitch has affirmed the following ratings: Sears Holdings Corporation -- $625 million unsecured notes at 'C'/'RR6'. Sears, Roebuck and Co. -- Long-Term IDR at 'CC'. Sears Roebuck Acceptance Corp. -- Short-Term IDR at 'C'; -- Commercial paper at 'C'; -- $1.5 billion secured bank facility at 'CCC+'/'RR1' (as co- borrower); -- $957 million first-lien term loans at 'CCC+'/'RR1' (as co- borrower); -- Senior unsecured notes at 'C'/'RR6'. Kmart Holding Corporation -- Long-Term IDR at 'CC'. Kmart Corporation -- $1.5 billion secured bank facility at 'CCC+'/'RR1' (as co- borrower); -- $957 million first-lien term loans at 'CCC+'/'RR1' (as co- borrower). SEARS HOLDINGS: S&P Cuts CCR to 'SD' on Completed Exchange Offer ---------------------------------------------------------------- Sears Holdings Corp. (SHLD) and Sears Roebuck Acceptance Corp. (SRAC) completed its previously announced debt exchange offers. S&P Global Ratings lowered its corporate credit rating on Sears Holdings Corp. (SHLD) to 'SD' from 'CC'. At the same time, S&P lowered the issue level ratings on the debt issues that were the subject of the completed exchange offer to 'D'. Other issue-level ratings remain unchanged. The downgrade follows the close of SHLD's previously announced debt exchange transactions: -- 8% senior unsecured notes due 2019 exchanged for senior unsecured convertible pay-in-kind (PIK) toggle notes due 2019; -- 6 5/8% senior secured notes due 2018 exchanged for new senior secured convertible PIK toggle notes due 2019; -- SRAC's $100 million of senior unsecured notes due between 2027 and 2043 (interest between 6.50% and 7.50%) exchanged for new unsecured notes maturing in March 2028 (cash interest 7.00% or PIK interest at 12.00%). The SRAC Exchange Notes are guaranteed by the same subsidiaries of SHLD which guarantee the new senior secured notes. SECOND PHOENIX: Exit Plan to Pay Creditors in Full -------------------------------------------------- Second Phoenix Holding LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a joint Chapter 11 plan of reorganization that proposes to pay in full all creditors of the company and its affiliates. According to the proposed plan, all creditors will receive a distribution of 100 % of their allowed claims, with interest, to be paid on the effective date of the plan. Funding for the plan will be from exit financing or from the proceeds realized from the sale of Second Phoenix's real properties located at 14 2nd Avenue, New York, New York; and at 212, 214 and 216 East 125th Street, New York, New York, according to the companies' disclosure statement filed on March 15. A full-text copy of the disclosure statement is available for free at: http://bankrupt.com/misc/nysb18-10009-32.pdf About Second Phoenix Holding Second Phoenix Holding LLC, Harlem Phoenix Realty Corp., and Kshel Realty Corp. are privately held companies that are engaged in activities related to real estate. Second Phoenix is the fee simple owner of a real property located at 212 East 125th Street, New York, NY 10035 214-216 East 125th Street, New York, NY 10035 14 Second Avenue, New York, NY 10003 with an appraised value of $21.90 million. Harlem holds 47.58% of the equity of Second Phoenix and Kshel holds the other 52.42%. Evan Blum is the sole shareholder of Harlem and Kshel and is the managing member of Second Phoenix. Based in New York, New York, Second Phoenix Holding LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-10009) on Jan. 3, 2018. In the petition signed by Evan Blum, sole managing member, the Debtor disclosed $21.92 million in total assets and $12.91 million in liabilities. The Debtor is represented by Marc Stuart Goldberg, Esq., at Marc Stuart Goldberg, LLC, as counsel. SEVEN TOWER: Case Summary & Unsecured Creditor ---------------------------------------------- Debtor: Seven Tower Bridge Associates a Pennsylvania Limited Partnership One Fayette Street, Suite 450 Conshohocken, PA 19428 Type of Business: Seven Tower Bridge Associates listed its business as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at 110 Washington Street Conshohocken, PA 19428. Chapter 11 Petition Date: March 22, 2018 Case No.: 18-11903 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Jean K. FitzSimon Debtor's Counsel: Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: 215-557-3551 E-mail: aciardi@ciardilaw.com - and - Jennifer E. Cranston, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: 215 557 3550 E-mail: jcranston@ciardilaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Donald W. Pulver, president, Seven Oliver Tower Corp. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb18-11903.pdf Debtor's Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Hangley Aronchick $126,690 Segal Pudlin Schiller One Logan Square, 27th Floor Philadelphia, PA 19103 SHERRITT INT'L: DBRS Confirms 'B' Issuer Rating, Trend Stable ------------------------------------------------------------- DBRS Limited confirmed Sherritt International Corporation's Issuer Rating at B and Senior Unsecured Debt rating at B (low) with a Recovery Rating of RR5, all with Stable trends. This rating action takes into account higher cobalt and nickel prices as well as cost improvements at the Company's Moa joint venture (JV) nickel/cobalt operations in Cuba, offset by lower Cuban oil production following the expiration of the Varadero West production-sharing contract (PSC), the extension of the Puerto Escondido/Yumurí PSC and natural field decline. The lower oil production in Cuba will likely persist until the Company brings its Block 10 concession into commercial production, potentially as soon as Q1 2019. DBRS expects cobalt prices to remain in the USD 30- to USD 35-per-pound range in the medium term, as both global electric vehicle and lithium ion battery production ramp up. DBRS has used the 2.0 times multiple of the EBITDA interest coverage debt incurrence test set out in the Senior Unsecured Debt in its Recovery Rating analysis. Sherritt's key financial metrics appear weak for its ratings, largely because of declining Cuban oil production as well as low oil prices that only began to recover in mid-2017. This weakness is, in part, a consequence of the application of International Financial Reporting Standards, which require Sherritt to equity-account for its investments in its 50%-owned Moa JV in Cuba and 12%-owned Ambatovy JV in Madagascar, and thus Sherritt does not benefit from these earnings in calculating its financial metrics, effectively reducing the Company's EBITDA and operating cash flow to the contributions from the Oil & Gas and Power businesses. However, DBRS notes that the recent Dutch auction (see the press release "DBRS Comments on Sherritt International Corporation's Dutch Auction and Equity Issue" dated January 17, 2018) resulted in a $121 million, or 17%, reduction in the principal value of the Company's outstanding senior unsecured debentures, which has improved the debt-to-capital metric to the BBB range from the B range. DBRS expects 2018 to be modestly better than 2017 as higher commodity prices, especially cobalt, offset significantly lower Cuban oil production. At the Sherritt corporate level, the lower Cuban oil production is expected to be largely offset by higher forecast oil prices and result in moderately lower EBITDA in the $35 million to $40 million range. Adjusted operating cash flow is expected to remain modestly negative and capital expenditures (capex) are expected to be in the $50 million range as the evaluation and development drilling on the Block 10 concession progresses. Capex at the equity-accounted Metals operations is expected to be in the $70 million range. As well, a modest contribution from non-cash working capital in the $10 million range is still expected to result in a net free cash flow deficit in the $40 million to $45 million range. As such, unless commodity prices decline to levels at least as low as at the beginning of 2016 or if Sherritt's economic evaluation of its Block 10 concession in Cuba proves negative, DBRS does not anticipate a downgrade from the current ratings. Notes: All figures are in Canadian dollars unless otherwise noted. SHIRAZ HOLDINGS: $3M Sale of Lawrenceville Property Approved ------------------------------------------------------------ Judge Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the Southern District of Florida authorized Shiraz Holdings, LLC's private sale of the real property located at 1130 Hurricane Shoals Road, Lawrenceville, Georgia, to Anshasi Properties, Inc. for $3 million. A hearing on the Motion was held on Feb. 21, 2018 at 9:30 a.m. The sale is free and clear of liens reflected in the public record of Maria Ortiz, John Dickey and Paul Henry. The sale to the Purchaser of the Hurricane Property is "as is, where is" with all faults and no warranties of any kind. The Debtor is authorized to terminate the auction and pay the $20,000 Termination Fee to Ten-X, LLC from its DIP account. At the closing of the sale of the Hurricane Property, the Debtor is authorized to (i) distribute an amount equal to the CCOP Proceeds to counsel for CCOP, LLC; (ii) to pay the $10,000 Closing Fee to Ten-X, LLC; (iii) pay any and all closing and incidental costs required under the PSA. If the private sale authorized by the Order is not consummated by March 26, 2018, the Debtor will be obligated to pay Creditor CCOP, LLC an adequate protection payment of $27,747 on March 27, 2018. If the private sale is not consummated and CCOP, LLC takes possession of the property through judicial process, the Debtor and any tenants controlled by insiders of the Debtor or relatives of its principal agree to voluntarily surrender possession of the premises in good condition immediately upon CCOP LLC obtaining title to the property. The Debtor agrees not to contest any attempt by CCOP, LLC to foreclose the property, if the private sale does not close by March 27, 2018. The 14-day stay of an order authorizing sale of property contemplated by Rule 6004(H) of the Federal Rules of Bankruptcy Procedure is waived. About Shiraz Holdings Shiraz Holdings, LLC, based in Delray Beach, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-17968) on June 26, 2017. In the petition signed by Jordan A. Satary, managing member, the Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Paul G. Hyman, Jr. presides over the case. Thomas M. Messana, Esq., at Messana, P.A., serves as bankruptcy counsel to the Debtor. Fadi Elkhatib and Ten-X, LLC, serve as the Debtor's real estate broker. Ten-X, LLC, is the Debtor's auctioneer. SK GLOBAL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: SK Global Trading Inc. 29 West 30th Street New York, NY 10001-4404 Business Description: Organized in 2013, SK Global Trading Inc. operates a wholesale business selling perfume products, fragrances and watches. SK Global generated total sales revenues of approximately $2.14 million in 2016 and approximately $2.37 million in 2017. Chapter 11 Petition Date: March 23, 2018 Case No.: 18-10793 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. James L. Garrity Jr. Debtor's Counsel: J. Ted Donovan, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212)-221-5700 Fax: 212-422-6836 Email: TDonovan@GWFGlaw.com - and - Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway 22nd Floor New York, NY 10036 Tel: (212) 221-5700 E-mail: knash@gwfglaw.com Total Assets: $554,500 Total Liabilities: $2.22 million The petition was signed by Abdul Shamim, president. 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/nysb18-10793.pdf SNOWTRACKS COMMERCIAL: Unsecureds to Get Nothing Under Plan ----------------------------------------------------------- Snowtracks Commercial Winter Management, LLC, and Michael P. Bronsteatter filed with the U.S. Bankruptcy Court for the Western District of Wisconsin a combined disclosure statement and plan of reorganization. Bronsteatter does not anticipate any payments to general unsecured creditors as all of his remaining disposable income will be paid toward ordinary course business expenses and living expenses. Should his disposable income exceed current projections, Bronsteatter will make quarterly pro rata payments to Class 10, in the total amount of his disposable income after paying all higher priority classes in full. The total claims of Class 10 is $3.314 million. SnowTracks estimates the Allowed Class 9 (Wisconsin Department of Workforce Development) will total approximately $300,000, plus an additional $2 million in unsecured claims based upon SnowTracks' guarantee of Great Lakes Alfalfa, LLC ("GLA") obligations. Class 10 will not receive payments from SnowTracks through the Plan. Bronsteatter has been working diligently to bring additional liquidity into GLA to maximize its cash flow, allow it to replay its obligations including the $2 million in unsecured guarantee claims, and allow it to repay SnowTracks the $1,134,000 that SnowTracks loans to GLA. SnowTracks will deposit all funds that it receives from GLA into a separate, interest-bearing checking accounts. On a quarterly basis, and beginning with June 30, 2018, if the account has been funded by June 30, 2018, or on the final day of the first calendar year quarter thereafter, SnowTracks will distribute the GLA Funds as follows: (1) First, SnowTracks will distribute all GLA funds to the State of Wisconsin and the U.S. Treasury, pro rata, until Bronsteatter Claims 7, 8, and 9 (Class 7-State of Wisconsin Taxes and Class 8-United States Taxes), which are duplicates of SnowTracks Claims 7 and 8) are paid in full. (2) After the Priority Claims of taxing authorities are paid in full, SnowTracks will distribute all GLA funds into its unsecured creditors, pro rata, until those claims are paid in full. If SnowTracks' unsecured creditors do not receive at least a 50% distribution on their Allowed Claims by March 31, 2021, then SnowTracks will sell its assets, either as a going concern or in a liquidation, with the sale closing by September 1, 2021. SnowTracks will distribute the proceeds of the sale of its assets (1) first to administrative expenses; (2) then its secured creditors with the proceeds of the sale of each of their collateral until each of their allowed secured claims are paid in full; (3) then the priority claims of taxing authorities; and (4) then its unsecured creditors, pro rata. Bronsteatter holds ownership interests in a variety of other businesses in addition to SnowTracks. One of those businesses, GLA, had a significant operational and financial issues in 2015 and 2016. By early 2017, largely because of the drain of GLA, SnowTracks and Bronsteatter had both become overextended through giving personal guarantees of GLA's obligations to its lenders and both faced difficult cash flow issues. SnowTracks is a year-round business that provides commercial landscaping and snowplowing services in Northern Wisconsin. SnowTracks and Bronsteatter are filing the Combined Disclosure Statement because their business equipment and obligations are somewhat intertwined. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/wiwb17-10755-168.pdf A full-text copy of the original Disclosure Statement is available at: http://bankrupt.com/misc/wiwb17-10755-160.pdf About Snowtracks Commercial Winter Management Snowtracks Commercial Winter Management, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D.WI. Case No. 17-10755) on March 10, 2017. In the petition signed by Michael P. Bronsteatter, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. William V. Altenberger is the case judge.. Sweet DeMarb LLC was originally the Debtor's counsel. Sweet DeMarb LLC retired its operation as of Dec. 31, 2017, and DeMarb Brophy LLC was tapped as the new counsel. Rebecca R. DeMarb, who was a partner at Sweet DeMarb, is a partner at DeMarb Brophy. SOURCINGPARTNER INC: Wants More Time to Exclusively File Plan ------------------------------------------------------------- Sourcingpartner, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Texas to extend through May 18, 2018, the exclusive period during which only the Debtor can file a plan of reorganization. The initial exclusivity period for the Debtor to file its plan extends through April 16, 2018. The Debtor has been working diligently to recover from some serious accounting errors that occurred under the previous CEO, and also has been working diligently to increase its book of business since the Petition Date. The Debtor has been working diligently to formulate a plan of reorganization. This is the first request for an extension of the exclusivity period, and the Debtor assures the Court that this is not sought for the purposes of delay only but that justice may be done. A copy of the Debtor's request is available at: http://bankrupt.com/misc/txeb17-42777-48.pdf About Sourcingpartner Inc. Sourcingpartner, Inc., based in McKinney, Texas, is in the stationery and office supplies industry. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Sourcingpartner sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 17-42777) on Dec. 17, 2017. In the petition signed by CEO Philip J. Leckinger, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Brenda T. Rhoades presides over the case. The Harvey Law Firm, P.C., is the Debtor's legal counsel. SPANISH ISLES: Creditor Trustee Taps Branstetter as Accountant -------------------------------------------------------------- Margaret Smith, the creditor trustee for Spanish Isles Property Owners Association, received approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Branstetter Tax & Accounting Services, Inc. as her accountant. Branstetter will assist the creditor trustee in preparing the Debtor's tax returns. The firm will be paid a fixed fee of $450. Tammy Schmidt, the accountant employed with Branstetter who will be providing the services, disclosed in a court filing that the firm will not represent any other entity having an adverse interest in connection with the Debtor's case. Branstetter can be reached through: Tammy L. Schmidt Branstetter Tax & Accounting Services, Inc. 1302 Wallace Drive Delray Beach, FL 33444 Phone: (561) 368-0282 Fax: (561) 368-4513 Email: tammy@branstettertax.com About Spanish Isles Property Owners Association Inc. Spanish Isles Property Owners Association, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 14-34444) on Nov. 2, 2014, estimating assets and liabilities of less than $1 million. The Debtor was represented by Brett A. Elam, Esq. Judge Erik P. Kimball presides over the case. Margaret J. Smith was appointed as Chapter 11 trustee in the Debtor's case. Kristopher E. Aungst, Esq., at Tripp Scott, P.A., is the Trustee's counsel. No official committee of unsecured creditors has been appointed in the case. * * * On Oct. 27, 2017, the Trustee filed the Amended Chapter 11 Plan of Reorganization. On Dec. 1, 2017, the Court entered an order confirming the Plan, which confirmation order authorized the appointment of Margaret J. Smith as the Creditor Trustee. SPRINT CORP: Ser. 2018-1 Notes Issue No Impact on Moody's Ratings ----------------------------------------------------------------- Moody's announced on March 21, 2018, that the issuance of the Series 2018-1 Class A notes, and amendments to the Sprint spectrum lease agreement, base indenture, management agreement, back-up management agreement and SCI payment and performance undertaking agreement would not, in and of themselves and as of this time, result in a reduction or withdrawal of the ratings currently assigned to the Series 2016, Class A-1 notes issued jointly and severally by Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC and Sprint Spectrum Co III LLC (the issuers). The issuers are bankruptcy-remote, indirect, wholly-owned subsidiaries of Sprint Corporation (Sprint; B2 stable), a holding company that, including its subsidiaries, is one of the largest mobile carriers in the US. Sprint formed the issuers to securitize a portfolio of wireless spectrum licenses. Together, the amendments would permit the formation of additional issuers, the contribution of additional collateral and the issuance of additional notes under the program upon receipt of a rating agency confirmation (RAC) from Moody's. These amendments also permit additional flexibility in swapping spectrum collateral and remove constraints on the weighted average lives and anticipated repayment dates of future issuances. Moody's has determined that the issuance of the Series 2018-1 Class A notes and the amendments, in and of themselves and at this time, will not result in the downgrade or withdrawal of the ratings currently assigned to Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC and Sprint Spectrum Co III LLC Series 2016-1, Class A-1 notes. However, Moody's opinion addresses only the credit impact associated with the issuance of the Series 2018-1 Class A notes and proposed amendments, and Moody's is not expressing any opinion as to whether the Series 2018-1 Class A notes and new amendments have, or could have, other non-credit related effects that may have a detrimental impact on the interests of Series 2016-1, Class A-1 note holders and/or counterparties. Moody's further notes that it has recently discovered that the spectrum lease agreement, which governs the collateral backing the program and thus the notes in both the Series 2016 and Series 2018 issuances, was changed prior to the closing of the Series 2016 transaction on October 27, 2016. At the time that Moody's assigned provisional ratings to the Series 2016, Class A-1 notes and issued its Pre-Sale Report on that transaction, a change of control provision was included as a termination event under the spectrum lease agreement; however, this provision was removed from the final version of the agreement prior to the closing of the Series 2016 transaction. This change was not taken into account in assigning the definitive rating to the Series 2016, Class A-1 notes. Moody's has now reviewed this change to the list of termination events under the spectrum lease agreement, and has determined that it will not affect the ratings currently assigned to the Series 2016, Class A-1 notes or the Series 2018-1, Class A notes. STEPPING STONES: Plan Filing Deadline Moved to March 18 ------------------------------------------------------- The Hon. Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi on March 20 extended, at the behest of Stepping Stones, Inc., the deadline for the Debtor to file an Amended Chapter 11 Plan until March 18, 2018. As reported by the Troubled Company Reporter on March 22, 2018, the Court previously set the confirmation hearing requiring the Debtor to file an Amended Chapter 11 Plan no later than March 16, 2018. Due to family problem, the person assisting the Debtor's officer and board member with her credit repair to allow her to obtain the necessary financing to purchase the property of the Debtor as proposed in the Chapter 11 Plan was unable to supply the information to counsel for the Debtor to complete the Amended Disclosure Statement and Amended Chapter 11 Plan. A copy of the court order is available at: http://bankrupt.com/misc/msnb17-11015-54.pdf About Stepping Stones Stepping Stones, Inc., previously filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 16-10372) on Feb. 5, 2016. Stepping Stones sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 17-11015) on March 20, 2017. In the petition signed by Elizabeth A. Clardy, vice-president, the Debtor estimated less than $500,000 in assets and less than $1 million in liabilities. Judge Jason D. Woodard presides over the case. Gambrell & Associates, PLLC, is the Debtor's bankruptcy counsel. STEREOTAXIS INC: Arbiter Partners Has 7.9% Stake as of March 12 --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Arbiter Partners QP, LP and Arbiter Partners Capital Management LLC disclosed that as of March 12, 2018, they beneficially own 4,615,385 shares of common stock of Stereotaxis, Inc., constituting 7.9 percent of the shares outstanding. Paul J. Isaac also reported beneficial ownership of 6,607,042 shares of common stock or 11.3% stake as of that date. Arbiter Partners Capital Management LLC, a registered investment adviser, acts as an investment adviser for Arbiter Partners QP, LP. Mr. Isaac controls Arbiter Partners Capital Management LLC, as well as certain managed accounts. A full-text copy of the regulatory filing is available at: https://is.gd/LYFBcM About Stereotaxis Based in St. Louis, Missouri, Stereotaxis, Inc. -- http://www.stereotaxis.com/-- is an innovative robotic technology company designed to enhance the treatment of arrhythmias and perform endovascular procedures. Its mission is the discovery, development and delivery of robotic systems, instruments, and information solutions for the interventional laboratory. These innovations help physicians provide unsurpassed patient care with robotic precision and safety, improved lab efficiency and productivity, and enhanced integration of procedural information. Over 100 issued patents support the Stereotaxis platform. The core components of Stereotaxis' systems have received regulatory clearance in the United States, European Union, Japan, Canada, China, and elsewhere. Stereotaxis reported a net loss attributable to common stockholders of $7.31 million on $31.14 million of total revenue for the 12 months ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $11.80 million on $32.16 million of total revenue for the 12 months ended Dec. 31, 2016. As of Dec. 31, 2017, Stereotaxis had $10.66 million in total assets, $31.27 million in total liabilities, $5.96 million in convertible preferred stock and a $26.56 million total stockholders' deficit. STEREOTAXIS INC: Posts $7.31 Million Net Loss in 2017 ----------------------------------------------------- Stereotaxis, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to common stockholders of $7.31 million on $31.14 million of total revenue for the 12 months ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $11.80 million on $32.16 million of total revenue for the 12 months ended Dec. 31, 2016. As of Dec. 31, 2017, Stereotaxis had $10.66 million in total assets, $31.27 million in total liabilities, $5.96 million in convertible preferred stock and a $26.56 million total stockholders' deficit. Research and development expense decreased to $4.8 million for the year ended Dec. 31, 2017 from $5.5 million for the year ended Dec. 31, 2016, a decrease of approximately 13%. This decrease was primarily due to a reduction in headcount expense as a result of retirements and the timing of open positions as well as lower project-based spending and rent expense. Sales and marketing expense decreased to $13.0 million for the year ended Dec. 31, 2017, from $15.2 million for the year ended Dec. 31, 2016, a decrease of approximately 14%. This decrease was primarily due to lower headcount costs and related travel expenses as a result of improved efficiency of distribution of clinical sales resources and the timing of open positions as well as lower rent expense. General and administrative expenses include regulatory, clinical, general management and routine training expenses. General and administrative expense decreased to $8.5 million for the year ended Dec. 31, 2017, from $10.3 million for the year ended Dec. 31, 2016, a decrease of approximately 18%. This decrease was primarily driven by reduced executive headcount costs, administrative, and rent expense. Interest expense decreased to $0.2 million for the year ended Dec. 31, 2017 from $2.5 million for the year ended Dec. 31, 2016, due primarily to the extinguishment of the Healthcare Royalty Partners debt. Stereotaxis said it may not be able to continue as a going concern if it does not improve the operating performance of the Company or raise additional capital. "The Company has sustained operating losses throughout its corporate history and expects that its 2018 expenses will exceed its 2018 gross margin. The Company expects to continue to incur operating losses and negative cash flows until revenues reach a level sufficient to support ongoing operations or expense reductions are in place. The Company's liquidity needs will be largely determined by the success of clinical adoption within the installed base of Niobe ES systems as well as by new placements of capital systems. The Company's plans for improving the liquidity conditions primarily include its ability to control the timing and spending of its operating expenses and raising additional funds through debt or equity financing. "There can be no assurance that any of our plans will be successful or that additional capital will be available to us on reasonable terms, or at all, when needed. If we are unable to improve the operating performance of the Company or if we are unable to obtain sufficient additional capital, it may impair our ability to raise new capital, obtain new customers, and hire and retain employees, which could force us to substantially revise our business plan or cease operations, which may reduce or negate the value of your investment," stated the Company in the Annual Report. A full-text copy of the Form 10-K is available for free at: https://is.gd/IndBO6 About Stereotaxis Based in St. Louis, Missouri, Stereotaxis, Inc. -- http://www.stereotaxis.com/-- is an innovative robotic technology company designed to enhance the treatment of arrhythmias and perform endovascular procedures. Its mission is the discovery, development and delivery of robotic systems, instruments, and information solutions for the interventional laboratory. These innovations help physicians provide unsurpassed patient care with robotic precision and safety, improved lab efficiency and productivity, and enhanced integration of procedural information. Over 100 issued patents support the Stereotaxis platform. The core components of Stereotaxis' systems have received regulatory clearance in the United States, European Union, Japan, Canada, China, and elsewhere. STONINGTON CAPITAL: Case Summary & Unsecured Creditor ----------------------------------------------------- Debtor: Stonington Capital, LLC POB 247 New Vernon, NJ 07976 Business Description: Stonington Capital, LLC is a privately held company whose principal place of business is located at 30 Cherry Lane Harding, NJ 07976. Chapter 11 Petition Date: March 22, 2018 Case No.: 18-15599 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Vincent F. Papalia Debtor's Counsel: Barry Scott Miller, Esq. BARRY S. MILLER, ESQ. 1211 Liberty Avenue Hillside, NJ 07205 Tel: 973-216-7030 Fax: 973-710-3099 E-mail: bmiller@barrysmilleresq.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by T. Gary Gutjahr, managing member. The Debtor lists Oritani Bank as its sole unsecured creditor holding an unknown amount of claim. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb18-15599.pdf STOP ALARMS: Trustee's Sale/Abandonment of Personal Property Okayed ------------------------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Michael E. Collins, the Chapter 11 Trustee of Stop Alarms Holdings, Inc. and Stop Alarms, Inc., (i) to sell personal property by auction; and (ii) to employ Morris Realty & Auction Group, LLC to conduct auction sales of the auction property; (iii) to sell other personal property by private sale to Titan Low Voltage, LLC for $2,500; and (iv) to abandon unsold property following the auction; and (v) to destroy records of the Debtors relating to historical account. The compensation of Morris is approved pursuant to the terms outlined in the Motion. Morris proposed to charge a non-estate buyer's premium of 10% to be retained by Morris and not included in the funds to be turned over to the Trustee. In addition, Morris will receive a 5% commission on the gross sales plus reimbursement for actual expenses. The 14-day stay established by Federal Rule of Bankruptcy Procedure 6004(h) is waived. About Stop Alarms Headquartered in Memphis, Tennessee, Stop Alarms -- http://www.stopalarmsystems.com/-- is a security company providing security solutions for every aspect of security and life safety across the residential and commercial marketplace. It provides home security and automation via an Alarm.com enabled iPhone, iPad, Android, and other mobile apps. Stop Alarms Holdings, Inc., and affiliate Stop Alarms, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 17-57661) on April 28, 2017. Patrick Massey, president, signed the petitions. The cases are jointly administered. Stop Alarms Holdings estimated assets of less than $500,000 and liabilities of $1 million to $10 million. SAI estimated assets of less than $1 million and liabilities of $1 million to $10 million. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, serves as the Debtors' bankruptcy counsel. Alexander Thompson Arnold PLLC is the Debtors' public accountants. An official committee of unsecured creditors has not been appointed in the Chapter 11 cases. STRUAN CENTER: Winds Down Operations ------------------------------------ The Struan Center, LLC, a Missouri limited liability company, has filed its Notice of Winding Up with the Missouri Secretary of State. The Struan Center, LLC, requests that all persons and organizations who have claims against it present them immediately by letter to: The Struan Center, LLC c/o Kat Bowie 8412 Wayne Ave. Kansas City, MO 64131 All claims must include the following information: (a) name and address of the claimant, (b) the amount claimed, (c) date on which the claim arose, (d) basis for the claim and documentation thereof, and (e) whether or not the claim was secured and, if so, the collateral used as security. All claims against The Struan Center, LLC, will be barred unless a proceeding to enforce the claim is commenced within three years after the date of publication of this notice. T & S FARMS: Amended Disclosures OK'd; April 23 Plan Hearing ------------------------------------------------------------ Judge Jim D. Pappas of the U.S. Bankruptcy Court for the District of Idaho approved T & S Farms' amended disclosure statement to accompany its amended chapter 11 plan dated March 7, 2018. Any ballots accepting or rejecting the Plan must be submitted on or before April 13, 2018. Acceptances or rejections of debtor's proposed Plan may be filed in writing and served not less than 10 days prior to the date of the hearing on the confirmation of the proposed Plan. Any objection to confirmation of debtor's proposed Plan must be filed with the Court and served on not less than ten 10 days prior to the hearing on confirmation of debtor's proposed Plan. A hearing to consider confirmation of the debtor's proposed Plan will be held on the 23rd day of April 2018, at 1:30 p. m., in the United States Bankruptcy Court at the United States Courthouse and Federal Building, 801 East Sherman, Pocatello, Idaho 83201. About T & S Farms Founded in 2002, T & S Farms, an Idaho Partnership, is a small organization in the crop harvesting companies industry located in Saint Anthony, ID. T & S Farms filed a Chapter 11 petition (Bankr. D. Idaho Case No. 17-40375) on May 2, 2017. The petition was signed by Dell W. (Smokey) Gould, general partner. The Debtor estimated assets and liabilities at between $1 million and $10 million. The case is assigned to Judge Jim D Pappas. Brent T Robinson, Esq., at Robinson & Tribe, is serving as counsel to the Debtor. Steven J. Hart and Searle Hart & Associates, PLLC, is the Debtor's accountant. TEXAS E&P: Trustee Taps Searcy & Searcy as Special Counsel ---------------------------------------------------------- The Chapter 11 trustee for Texas E&P Operating Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire his own firm as special counsel. Jason Searcy, the bankruptcy trustee, proposes to employ Searcy & Searcy, P.C. to investigate the Debtor's potential cause of action for avoidance action related to transfers of its funds to or through a state court receivership before or on the date it filed for bankruptcy protection. The state court receiverships are Cause Nos. 15-0654726-CV and 15-06-54756-CV, in the County Court at Law of Jim Wells County, Texas. The potential claims or causes of action involve funds transferred from the Debtor to the appointed receiver in those cases. Searcy & Searcy will be paid on a contingency basis: (1) 10% of the amount of any recovery obtained prior to filing suit or a claim objection. (2) 15% of the amount of any recovery obtained after filing suit or a claim objection but prior to the occurrence of remaining benchmark events. (3) 20% of the amount of any recovery obtained after initiating discovery requests but prior to the occurrence of the remaining benchmark events. (4) 25% of the amount of any recovery obtained after the earlier of (i) filing of motion for summary judgment, or (ii) responding to defendant's discovery requests. (5) 30% of the amount of any recovery obtained after the earlier of (i) submission of a position statement to an agreed upon court appointed mediator. (6) 33% of the amount of any recovery obtained after the earlier of (1) conclusion of an unsuccessful mediation, or (ii) docket call for trial. (7) 35% of the amount of any recovery obtained after trial and through any appeal. Searcy & Searcy is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Jason R. Searcy, Esq. Joshua P. Searcy, Esq. Callan C. Searcy, Esq. Searcy & Searcy, P.C. 446 Forest Square P.O. Box 3929 Longview, TX 75606 Phone: (903) 757-3399 Fax: (903) 757-9559 E-mail: info@jrsearcylaw.com About Texas E&P Operating Based in Richardson, Texas, the Texas E&P group of companies -- http://texasepgroup.com/-- offer direct investment opportunities in its oil and natural gas projects in the Southwestern United States. From the initial investment to the production of each well, the Group oversees each phase of development. Texas E&P Operating is an independent oil and natural gas operator, with specialties in developing new and existing oil fields since 1994. Texas E&P Funding manages a diverse offering of oil and natural gas investments. Texas E&P Well Service is in the well workover and completion industry, with dedication to safety and innovation. Texas E&P Operating, Inc., f/k/a Chestnut Exploration and Production, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-34386) on Nov. 29, 2017. In the petition signed by Mark A. Plummber, president, the Debtor estimated its assets and liabilities at between $10 million and $50 million. Judge Stacey G. Jernigan presides over the case. John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C., serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors' in the Debtor's case. The Committee retained Okin Adams LLP as its legal counsel. On Jan. 19, 2018, Jason Searcy was appointed as the Debtor's Chapter 11 trustee. The trustee hired Searcy & Searcy, P.C., as bankruptcy counsel. TEXAS FLUORESCENCE: Plan Discloses $540K Net Obligation to Asante ----------------------------------------------------------------- Texas Fluorescence Laboratories, Inc., filed with the U.S. Bankruptcy Court for the Western District of Texas a combined amended disclosure statement and amended plan of liquidation dated March 9, 2018. This latest filing provides that parties have alleged that there may be avoidance actions against affiliates of the Debtor, including Asante Research LLC. While the Debtor denies that any such actions exist or would be viable, the Liquidating Trustee's ability to pursue any such action is preserved under this Plan. Using a slightly altered methodology after the Filing date (a flat 30% royalty calculation, applied only to Asante-licensed products sold by TEF Labs, with no deduction for manufacturing and marketing expenses), the net obligation of the Debtor to Asante, as of the date of filing this Plan, is $540,183.66, an increase of $22,636.98 since the Filing Date. The Debtor does not and does not intend to, dispute this figure as the amount of Asante's Claim against it. Under the provisions of the Bankruptcy Code, therefore, unless another party in interest objects to Asante's Claim, it is deemed an Allowed Claim in that amount. Under this Plan, however, the Debtor is preserving and transferring to the Liquidating Trust any defenses, claims objections, or Litigation Claims that it has, including any defenses or objections it may have to Asante's claim(s), and any affirmative claims that may exist in favor of TEF Labs against Asante. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/txwb17-10517-94.pdf About Texas Fluorescence Texas Fluorescence Laboratories, Inc., a small business debtor as defined in 11 U.S.C. Sec. 101(51D), develops products for designing fluorescent and molecular probes. It develops ion indicators, ionophores, PKC indicators, general fluorophores, and surfactants for cell biology, biochemistry, biomolecular screening, molecular biology, microbiology, and neuroscience. The company also provides probes for electrophysiology, live-cell function, receptors and ion channels, in situ hybridization, signal transduction, and ribonucleic acid and deoxyribonucleic acid; and pH indicators; as well as membrane potential; flow cytometry; and custom synthesis products. TEF Labs, Inc., is based in Austin, Texas. Texas Fluorescence Laboratories filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-10517) on May 1, 2017. The Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Akwasi Minta, director and officer. The Hon. Tony M. Davis presides over the case. B. Weldon Ponder, Jr., Esq., at B. Weldon Ponder, Jr., Attorney at Law, serves as bankruptcy counsel to the Debtor. TOW YARD: April 9 Auction of Equipment by Key Auctioneers --------------------------------------------------------- Judge Robyn L. Moberly of the U.S. Bankruptcy Court for the Southern District of Indiana authorized Tow Yard Brewing, LLC's sale auction of all of its brewing and restaurant equipment assets located at 501 S Madison Ave., Indianapolis, Indiana, free and clear of any interests, liens, claims and encumbrances. The sale of the Equipment will be first as a going concern, then piecemeal in an open outcry auction by Key Auctions to be held on April 9, 2018. The Bid Procedures are approved in their entirety. The Bidding Procedures are: a. Conduct of Auction; Sale of Property; Open Outcry Auction: The Equipment will be sold at public open outcry auction, free and clear of liens and encumbrances on April 9, 2018. Bidders may also bid online at ww.keyauctioneers.com or through the Key Auctioneers mobile app, available wfor both iOS and Android mobile operating system. The property will be sold on an "as is, where is" basis with no representations or warranties of any kind other than a warranty of title. Payment must be received in full on the day of the auction. Acceptable payment methods will be cash, credit card (MVD & AMEX), check with an accompanying Bank Letter of Guarantee of Funds, ACH or wire transfer. They will charge the purchasers on-site a 15% Buyer's Premium and online purchasers an 18% Buyer's Premium. The Purchasers will be required to remove their purchases during Key's open removal times or by appointment. The Purchasers must have their purchases removed on or before April 14, 2018, otherwise their purchases will be considered abandoned. For additional information, contact Key Auctioneers at (317)353-1100 or info@keyauctioneers.com. b. Credit Bidding: The Debtor, BMO Harris Bank and Key agree that secured creditors having an Allowed Secured Claim entitled to priority over other secured creditors will be allowed to credit bid their claim. By separate motion the Debtor has filed his Motion for Bar Date seeking to establish a deadline for creditors to obtain an Allowed Secured Claim for purposes of credit bidding in the sale. c. Bidding Procedure: All bidders must pre-register with the auctioneer in order to bid. The successful high bidder will be required to pay the bid amount at the close of bidding. The sale of the Equipment is free and clear of all liens, claims, interests, and encumbrances. The proceeds of sale are to be held by the Debtor's counsel in trust to be distributed as follows: first, to Key Auctions, LLC for its fees and expenses, subject to appropriate Order of the Court; and second, to BMO with respect to all of the Equipment up to the full amount of its secured claim. In the event there are proceeds remaining after payment of BMO, the Debtor will propose a liquidation plan. In the event there are no such proceeds, the Debtor may seek to dismiss the case and distribute proceeds after such dismissal, provided any Order of dismissal preserve the benefits of the Order under 11 USC 349 (b). About Tow Yard Brewing Tow Yard Brewing, LLC, owns and operates a brewery and restaurant in downtown Indianapolis. It commenced a Chapter 11 case in order to forestall eviction from the premises in which it operates by its landlord. It has determined after substantial negotiations with its landlord that there is no viable way to continue to occupy the premises and otherwise cannot continue to operate without such premises. BMO Harris Bank is the secured creditor having a blanket lien behind purchase money financiers on the Equipment to secure a claim of $240,000. Tow Yard Brewing sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-00260) on Jan. 17, 2018. In the petition signed by Shawn Cannon, manager, the Debtor estimated assets of up to $50,000 and debt of $100,001 to $500,000. The Debtor tapped KC Cohen, Esq., at KC Cohen, Lawyer, PC, as counsel. TOYS "R" US: Al Angrisani Blames Complacency for Woes ----------------------------------------------------- News recently broke that toy retailer Toys R Us will be closing for good, shortly after it filed for bankruptcy under Chapter 11 last September so what happened to one of the biggest retailer in the US? Available to weigh in on where Toys R Us went wrong is turnaround expert Al Angrisani. The author of the new book "From Last to First", Mr. Angrisani applies his years of experience as a successful investor and turnaround expert to the improvement of businesses and personal lives alike. And according to Mr. Angrisani, Toys R Us' Board of Directors, and two large private equity investors, became complacent about the business and lost their sense of reality about the competition, technology and evolution of the industry. This complacency and irrational thinking manifested itself, as it always does, in three public responses to the crisis engulfing a failing business: * Denial and failure to recognize the business is in crisis, along with accepting responsibility for the crisis. In this case a crisis brought on by Wal-Mart and Amazon, the new online retail model and technology * Delusion and self deception that somehow things will get better by not recognizing the crisis engulfing the company and making the hard choices required to fix it. For Toys R Us, this was thinking that what once made Toys R Us successful was enough to counteract the threat of other companies and ignore the challenges their massive debt posed * Finally, panic and fear induced freezing, like a deer in headlights, when the cash was running out and the right thing to do would have been to convert the debt of the two private equity groups into equity to give the company a chance to fight another day Mr. Angrisani points out that Toys R Us was doomed in 2008 when the debt began piling up. And this is happening with more frequency as private equity firms with access to all of the money the Federal Reserve has printed the last ten years make bad bets with Other People's Money. So is Toys R Us the canary in the coal mine, or the next financial crisis? About Al Angrisani Al Angrisani, former Assistant U.S. Secretary of Labor under President Ronald Reagan, is one of the top corporate turnaround experts in the United States. Over the past 20 years, he has rescued several large public companies that stood on the brink of disaster. His proven track record, time-tested model for change and reputation for expertise and integrity have prompted Boards of Directors of companies to place their trust in him. His understanding of and ability to dissect complex economic issues have made him a sought-after guest commentator on nationally broadcast news outlets, including CNBC and Fox Business News. Recently, Mr. Angrisani further proved his expertise as a turnaround executive and shareholder advocate by authoring the well-received book, Win One for the $hareholders, a description of his proven model for corporate change and an exploration of current key economic issues. 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. Toys "R" Us UK Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and 3,000 employees, was sent into administration in the United Kingdom in February 2018. 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 Administrators said they will make every effort to secure a buyer for all or part of the business. Liquidation of U.S. Stores Toys "R" Us, Inc., on March 15, 2018, filed with the U.S. Bankruptcy Court a motion seeking Bankruptcy Court approval to start the process of conducting an orderly wind-down of its U.S. business and liquidation of inventory in all 735 of the Company's U.S. stores, including stores in Puerto Rico. VERNON PARK CHURCH: Wants to Move Exclusive Plan Period to May 28 ----------------------------------------------------------------- Vernon Park Church of God requests the U.S. Bankruptcy Court for the Northern District of Illinois to extend the exclusive period for it to file a plan to May 28, 2018. Absent the requested extension, the 120 day exclusive period for the Debtor to file a plan set forth in section 1121(b) of the Code expires on March 28, 2018. The Debtor claims that extending the exclusivity period will ensure that the Debtor has the full benefit of the time period to file a plan allowed by the Court. But if the extension is not granted, a party could file a competing plan before the Debtor is required to file a plan thereby shortening the time period for the Debtor to file its plan. A hearing on the Debtor's Exclusivity Motion will be held on March 27, 2018 at the hour of 10:00 a.m. About Vernon Park Church of God Based in Lynwood, Illinois, Vernon Park Church of God -- http://www.vpcog.org/-- is a religious organization. The Church's Sunday service is at 10:00 a.m., and Children's Church is held during Sunday service. Vernon Park Church of God filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-35316) on Nov. 28, 2017. Jerald January Sr., pastor, signed the petition. The Debtor estimated both assets and liabilities between $1 million to $10 million. The case is assigned to Judge Donald R Cassling. The Debtor is represented by Karen J Porter, Esq., at Porter Law Network. VERONICA PERSAUD: Moseleys Buying Acreage Vacant Land for $110K --------------------------------------------------------------- Veronica Savitri Persaud asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the sale of the vacant land located at 70th Place North, Acreage, Florida, legally described as 27-42-41, S 239 ft of N 4930 ft (Less E 4848 ft) of Sec also known as Z-491, according to the Plat thereof, on file in the office of the Clerk of the Circuit Court, in and for Palm Beach County, Florida, to Carla and Joselyn Moseley for $110,000. The Debtor owns the Property. At the time of the filing of the case, the only lien on the Property was for property taxes. The amount currently owed to Palm Beach County relating to the Property is $4,970. The Debtor, through her representative, entered into a contract for sale of her Property for $110,000. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Veronica_Persaud_288_Sales.pdf Veronica Savitri Persaud sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 14-13268) on Feb. 11, 2014. VHI INC: Proposes Private Auction Sale of All Assets ---------------------------------------------------- VHI, Inc. Enterprises and VH Venture, LLC, ask the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of all their business assets either through a contract submitted before or on the hearing date or as an open auction. The Debtors in these jointly administered cases, have entered into a stipulation with their major secured creditor, Commercial Credit Group, Inc. ("CCG"), requiring sale of their assets no later than April 10, 2018. In furtherance of that agreement, the Debtors file the Motion to sell their business assets pursuant to the highest and best offer received. The terms of the sale contemplated by the Motion are subject to the Court's approval and may be modified up to the date of the hearing on the Motion. The Debtors may obtain bids or preliminary sale agreements prior to the hearing, subject to higher or better offers being made on the date of the hearing, and may also sell less than all of their available assets if such a sale is determined to be the highest and best offer. VHI conducts the business operations, and Venture owns the vehicles used by VHI in the operation of the business. Those vehicles consist of approximately 53 commercial waste hauling vehicles, all of which are subject to liens claimed by CCG. At the time of the filing, the Debtors employed at least 25 people as either full-time employees or independent contractors. Both Debtor entities are owned and operated by the same two individuals: Albert Hodge and Carlos Vargas. The Debtors' accounts receivable and cash are the collateral of both the Internal Revenue Service and CCG, and the interest of the IRS is superior to the interest of CCG. The IRS and CCG have been active in asserting their rights with respect to their collateral, filing motions to prohibit use of cash collateral and for adequate protection. The Debtors and IRS reached an agreement for use of IRS' cash collateral, as evidenced by the Consent Order entered by the Court on Feb. 13, 2018. The Debtors and CCG reached an agreement for use of CCG's collateral through March 1, 2018 ("Stipulation"), which the parties later extended to April 10, 2018. The IRS objected to the Stipulation, which the IRS, the Debtors, and CCG resolved by agreement. Subsequently, CCG filed a Motion for Default under the Stipulation. The Debtors opposed the Motion for Default and filed a cross-motion, asking the Court to authorize continued use of cash collateral and to approve an adequate protection plan regarding the vehicles over CCG's objection. Prior to the hearing on the Debtors' Motion for Use of Cash Collateral and Determination of Adequate Protection and CCG's Motion for Relief from Stay, the Parties reached an agreement to resolve the dispute. On March 12, 2018, a proposed consent order was presented to the Bankruptcy Court that provided that the Debtors would sell their assets with a final hearing to approve such sale to be conducted in open court on April 10, 2018 at 1:00 p.m. The Debtors may enter into a contract of sale prior to the hearing or the hearing may proceed as an open auction. At the conclusion of the March 12 hearing, the Court announced it would approve the parties' consent order. The Debtors' principals are currently actively marketing the assets and business and are in discussions with several potential purchasers. The Debtors anticipate reaching an agreement to sell their assets on or before the April 10 hearing. The Debtors ask that the Court approves the sale of their assets either through a contract submitted before or on the hearing date or as an open auction. The Debtors are selling substantially all of the assets of the estate. The purchasers may purchase the Debtors' customer contracts, which will be assumed and assigned to the purchaser. No other executory contracts or unexpired leases are being sold. The Debtors reserve the right to sell a portion of the assets to different purchasers or to sell less than all of the assets, provided the sale is determined to be the highest and best offer. They make no representation or warranty as to the identification, location, or physical condition of the assets, and the sale is intended to be "as is, where is." The sale will be either a private sale or an auction sale. Regardless of the type of sale, it will be subject to higher and better offers and require Court approval. The funds generated from the sale will be used to satisfy the liens of the IRS and CCG at closing, subject to any prior consent to use of cash collateral, and net of any carve-out agreed upon by CCG. The secured creditors reserve their right to object to any sale that does not satisfy their lien, and further reserve their right under Section 363(k) to credit bid. The sale price will be determined either in a contract to be submitted to the Court or by the highest price obtained in the open auction held on April 10. No appraised value for the Property has been obtained. The sale is contingent upon Court approval. The closing will take place after entry of an order by the Court approving the sale. The sale will be free and clear of the liens of the IRS and CCG only if those liens will be satisfied at closing or they consent. The secured creditors reserve their right to object to any sale that does not satisfy their lien, and further reserve their right under Section 363(k) to credit bid. The Debtors ask authority to take all necessary and reasonable actions to consummate the sale consistent with the Motion. They do not anticipate any tax consequences to the bankruptcy estate as a result of the sale. The Debtors asks that the Court waives the 14-day stay required by Bankruptcy Rule 6004(h) in order to expedite the closing on the sale of the assets. About VHI Inc. Based in Manassas, Virginia, VHI, Inc., Enterprises, provides waste collection services within the Washington metropolitan area: Fairfax county, Loudoun county, Prince William county, Stafford county, City of Alexandria, Arlington, District of Columbia, Montgomery and Prince George county. It owns 20 trucks and has over 2,500 commercial, residential and government clients. VHI Inc. also provides temporary container services perfect for construction and remodeling projects, demolition jobs, special events or any other short-term commercial endeavor. Its temporary container services include bins, roll-off containers and compactors in a variety of sizes. VHI, Inc., and its affiliate VH Venture LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 17-13641) on Oct. 27, 2017. In the petition signed by CEO Albert O. Hodge, the Debtors estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Klinette H. Kindred presides over the cases. Odin Feldman & Pittleman PC is the Debtors' counsel. VICTORY OUTREACH: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Victory Outreach Visalia, Inc. 421 N. Johnson St. Visalia, CA 93291 Business Description: Victory Outreach is a non-profit organization that owns in fee simple a church building located at 421 N. Johnson St., Visalia St., 93291 valued by the company at $1.04 million. Chapter 11 Petition Date: March 23, 2018 Case No.: 18-11017 Court: United States Bankruptcy Court Eastern District of California (Fresno) Judge: Hon. Fredrick E. Clement Debtor's Counsel: Michael R. Totaro, Esq. TOTARO & SHANAHAN PO Box 789 Pacific Palisades, CA 90272 Tel: 310-573-0276 E-mail: Ocbkatty@aol.com Total Assets: $1.04 million Total Liabilities: $734,000 The petition was signed by Juan Rodriquez, president. The Debtor filed an empty list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/caeb18-11017.pdf VICTORY SOLUTIONS: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Victory Solutions, LLC, as of March 22, according to a court docket. About Victory Solutions Victory Solutions LLC is a telecommunications equipment supplier in Strongsville, Ohio. The Company developed the Victory VoIP (Voice-over Internet Protocol) system -- a specially equipped phone that serves as a plug-and-play call center and enables campaigns to contact more voters and build intelligent databases. Victory Solutions filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 18-10977) on Feb. 26, 2018. In the petition signed by Shannon Burns, managing member, the Debtor estimated $100,000 to $500,000 in total assets and $1 million to $10 million in liabilities. Judge Jessica E. Price Smith presides over the case. Glenn E. Forbes, Esq., at Forbes Law LLC, is the Debtor's counsel. W. W. CONSTRUCTION: Selling Ranco Trailer & Kenworth Truck for $48K ------------------------------------------------------------------- W. W. Construction, LLC, filed with the U.S. Bankruptcy Court for the District of Oregon a notice of its sale of (i) 2007 Ranco End Dump Trailer, VIN IR9ESB5067L008791, Title # 1306313503, Plate # NP2718; and (ii) 1999 Kenworth Model T800, VIN 1NKDLB0XXXR831172, Title # 1303019603, to Steve Thomas for $48,000, subject to higher and better offers. A hearing on the Motion is set for March 28, 2018 at 9:00 a.m. The objection deadline is March 14, 2018. The Debtor's estimated value on its Schedule A/B reflects $20,000 for Ranco trailer and $25,000 for the Kenworth truck. The vehicles are not necessary to the Debtor's operations and proceeds will reduce secured debt. The Debtor does not need them for its reorganization and would benefit from the immediate cash infusion. Northwest Bank, c/o David Robinson, Corporate Secretary, 4900 Meadows Rd., Ste. 410, Lake Oswego, Oregon, holds a lien against the vehicles in the amount of $431,864. The Debtor believes a total of $383,864 needs not be paid as secured claims (because the lien is invalid, avoidable, etc., the lienholder consents to less than full payment, or part or all of the underlying debt is not allowable). The Secured creditor(s) also ask(s) reimbursement of $48,000 for fees and costs. Any liens not fully paid at closing will attach to the sale proceeds in the same order of priority they attach to the property. Any proceeds remaining after paying liens, expenses, taxes, commissions, fees, costs or other charges as provided in the Motion, will be held in trust until the Court orders payment. Competing bids must be submitted to the Debtor no later than March 21, 2018, and must exceed the above offer by at least $10,000 (and be on the same or more favorable terms to the estate). About W. W. Construction W. W. Construction, LLC, is a family owned and operated business founded in 1988 and is headquartered in Newport, Oregon. Acting as a general and sub contractor, W. W. Construction provides excavating, site work and underground utilities for projects located across the Northwest. W. W. Construction filed a Chapter 11 petition (Bankr. D. Ore. Case No. 18-60234) on Jan. 29, 2018. In the petition signed by Beth Wheeler, managing member, the Debtor estimated $1 million to $10 million both in assets and liabilities. The case is assigned to Judge David W Hercher. Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, is the Debtor's counsel. WALL ST. RECYCLING: Given Until August 15 to File Chapter 11 Plan ----------------------------------------------------------------- Judge Alan M. Koschik of the U.S. Bankruptcy Court for the Northern District of Ohio, at the behest of Wall St. Recycling L.L.C., has extended the Debtor's exclusive period for the filing of a Plan from Feb. 14, 2018 to the earlier of: (i) 45 days after the settlement or other resolution on the merits of the JV Litigation or (ii) Aug. 15, 2018. Judge Koschik has also extended the exclusive period for the solicitation of acceptances of the Plan from April 15, 2018 to 60 days following the Plan Proposal Period. As reported by the Troubled Company Reporter on Feb. 22, 2018, the Debtor asked the Court to extend the exclusive periods while the Debtor is still working to resolve one of the biggest impediments to plan confirmation -- resolution of the JV Litigation. Although the Debtor continues to dispute the merits of the Cawley Parties' claims, it recognizes that a reasonable settlement of the litigation would be in the best interests of the estate. The Debtor is engaged in two significant pieces of litigation. The first case relates to the Debtor's interest in a joint venture called JV Iron and Metal, LLC, and involves a myriad of claims that the joint venture members assert against one another, including claims for breach of contract and breach of fiduciary duty. The second case involves a dispute among the Debtor and its equity holders. To that end, the Debtor and the Cawley Parties have agreed to mediation before Judge Harris, with an eye towards a global resolution of the parties' claims against one another. Resolution of the JV Litigation (and any other claims of the Cawley Parties) will significantly streamline the plan process and promote a more likely opportunity to resolve the Member Litigation. About Wall St. Recycling Wall St. Recycling, LLC -- http://wallstreetrecycling.com/-- is a buyer and seller of ferrous and nonferrous scrap metals including copper, aluminum, brass, stainless, cast, iron and steel. Founded in 2000 as a small nonferrous yard located in Ravenna, Ohio, it has grown steadily over the years into a full service recycling company. Its facility is open to the public with unloading assistance available if needed. John Joseph, Robert Murray and Michael Ambrose each owns 33.33% of the company. Wall St. Recycling L.L.C., aka Wall Street Recycling LLC, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 17-51701) on July 19, 2017. In the petition signed by Robert Murphy, member, the Debtor estimated assets and liabilities ranging between $1 million and $10 million. Judge Alan M. Koschik signed the petition. Marc B. Merklin, Esq., Kate M. Bradley, Esq., and Bridget A. Franklin, Esq., at Brouse McDowell, LPA, serve as the Debtor's bankruptcy counsel. WASHITA COUNTY PFA: S&P Cuts Sales Tax Bonds Rating to 'BB' ----------------------------------------------------------- S&P Global Ratings lowered its long-term rating on the Washita County Public Facilities Authority, Okla.'s sales tax revenue bonds, issued on behalf of Washita County, three notches, to 'BB' from 'BBB'. The outlook is negative. "The downgrade is based on debt service coverage falling below 1x maximum annual debt service, due to continued declines in the authority's sales tax collections," said S&P Global Ratings credit analyst Belle Wu. "The negative outlook represents our opinion that the declining sales tax collections are a result of the weakened economic conditions, which we believe will continue to pose fiscal challenges for the authority." The bonds were issued for the purpose of financing a new county detention center and renovations of an existing jail. The bonds are special and limited obligations of the authority, and secured by a first lien pledge on the gross revenues, which comprise of revenues from a sales tax and use tax received by the authority from the county, and other revenues derived from the existence and operation of the new county detention center. WEINSTEIN COMPANY: March 28 Meeting Set to Form Creditors' Panel ---------------------------------------------------------------- The United States Trustee for Region 3 will hold an organizational meeting on March 28, 2018, at 10:00 a.m. in the bankruptcy cases of Weinstein Company Holdings LLC, et al. The meeting will be held at: The Doubletree Hotel 700 King Street 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 The Weinstein Company The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a multimedia production and distribution company launched in 2005 in New York by Bob and Harvey Weinstein, the brothers who founded Miramax Films in 1979. TWC also encompasses Dimension Films, the genre label founded in 1993 by Bob Weinstein. During Harvey and Bob's tenure at Miramax and TWC, they have received 341 Oscar nominations and won 81 Academy Awards. TWC dismissed Harvey Weinstein in October 2017, after dozens of women came forward to accuse him of sexual harassment, assault or rape. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018 after reaching a deal to sell all assets to Lantern Asset Management for $310 million. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath is the case judge. CRAVATH, SWAINE & MOORE LLP is the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. RICHARDS, LAYTON & FINGER, P.A., is the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. FTI CONSULTING, INC., is the restructuring advisor. MOELIS & COMPANY LLC is the investment banker. EPIQ BANKRUPTCY SOLUTIONS, LLC is the claims and noticing agent. WEST BATON ROUGE CREDIT: Tower Credit Buying Assets for $82K ------------------------------------------------------------ Dwayne M. Murray, the Chapter 11 Trustee of West Baton Rouge Credit, Inc., asks the U.S. Bankruptcy Court for the Middle District of Louisiana to authorize the sale of (i) all its rights in and to loans, contracts, accounts receivable, rights of collection, files, books and records, and other rights or property associated with any loans, and all collections related to same received on or after March 6, 2018; and (ii) its furniture and fixtures, to Tower Credit, Inc. for $81,546, subject to overbid. The Trustee has diligently sought potential purchasers for the estate's assets and that search has recently culminated in the Asset Purchase Agreement by and between the Trustee on the one hand, and the Purchaser, on the other, dated as of March 14, 2018. A summary of the terms of the proposed sale to the Purchaser under the Executed Agreement are: a. Purchased Assets: (i) Loan Portfolio and all collections related to same received on or after March 6, 2018; and (ii) the Seller's furniture and fixture b. Purchase Price: Cash of $81,546 c. Break-Up Fee: 3% d. Closing: The sale of the Purchased Assets will be closed within five days from the entry of the Sale Order. e. The sale is free and clear of liens, claims and interests, with liens, claims and interests attaching to the proceeds. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/West_Baton_108_Sales.pdf Because of the marketing efforts through which the Trustee is seeking a buyer, the Sale will produce a fair and reasonable price for the Purchased Assets. The Purchased Assets have been exposed to the market for a considerable length of time. In addition, the proposed Sale will now be exposed to the market by solicitation of overbids. Through this process the Trustee is assured of achieving the maximum value for the Purchased Assets. The Trustee plans to continue marketing the Purchased Assets through reasonable marketing efforts seeking overbids. Further, parties in interest will receive notice and copies of the Motion through the bankruptcy process. The Trustee asks that parties interested in placing a competing bid against that of the Purchaser be allowed to do so under these conditions: a. Parties seeking to make an Overbid must utilize and abide by an overbid purchase agreement form. The Overbid Purchase Agreement is identical in form to the Purchase Agreement and is available from Trustee's counsel. b. The Overbid Purchase Agreement should be executed and returned to undersigned counsel at least seven days prior to the scheduled hearing. c. The Parties seeking to make an overbid must make the $8,000 deposit required in the Overbid Purchase Agreement, and further provide the counsel with evidence of their ability to fund the purchase of the Purchased Asset. d. Initial Overbids must be comprised of: (i) the amount of the original bid, plus (ii) $5,000 minimum initial overbid increment, plus (iii) a three percent breakup fee; for a total amount of $88,993. e. In the event of one or more Overbids (including the Purchaser), the Trustee or the Court may conduct an auction to determine the highest and best bidder. f. The Trustee will evaluate Overbids using his business judgment. He will select not necessarily the highest bid, but the highest and best bid as the person or entity to which the Estate will propose that the Court sell the Purchased Assets. g. The second highest and best bid, as determined by the Trustee in his business judgment, will remain obligated to purchase the Purchased Assets at its last bid, as the "Backup Bidder." The Trustee may proceed to close with the Backup Bidder in the event that the sale of the Purchased Assets does not close with the Successful Bidder. The Trustee asks the Court to waive the 14 days waiting period under Bankruptcy Rule 6004(h). The Purchaser: TOWER CREDIT, INC. Attn: Richard W. Huye, r. 3880 Florids Blvd. Baton Rouge, LA 70806 Facsimile: (225) 387-3698 E-mail: rhuye_towere@msn.com About West Baton Rouge Credit Based in Port Allen, Louisiana, West Baton Rouge Credit, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 17-10227) on March 14, 2017. The petition was signed by Todd Cutrer, president. The case is assigned to Judge Douglas D. Dodd. Pamela Magee, Esq., based in Baton Rouge, Louisiana, serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, on May 2, 2017, appointed five creditors of West Baton Rouge Credit, Inc., to serve on the official committee of unsecured creditors. The Committee retained The Baringer Law Firm, L.L.C., as attorney to the Committee. Dwayne M. Murray was appointed as the Chapter 11 Trustee. The Trustee retained Stewart Robbins & Brown, LLC, as counsel to the Trustee. WILLIAM B. LAWTON: April 9 Government Claims Bar Date Set --------------------------------------------------------- Governmental units have until April 9, 2018, to file proofs of claim in the Chapter 11 cases of William B. Lawton Co., L.L.C., River Oaks Exploration, L.L.C. and Rayville Resources, L.L.C. General creditors had until March 14, 2018, to file proofs of claim. Proofs of Claim may be filed electronically at http://www.lawb.uscourts.gov/epocelectronic-proof-claimor printed at http://www.uscourts.gov/sites/default/files/form_b_410_16.pdf with instructions at http://www.uscourts.gov/sites/default/files/b_410instr_1215.pdf The executed proof of claim must be timely filed with the Bankruptcy Court Clerk, 214 Jefferson Street, Suite 100, Lafayette, LA 70501-7050. William B. Lawton Co. William B. Lawton Co., LLC, River Oaks Exploration, LLC and Rayville Resources, LLC are engaged in the oil and gas extraction business. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case Nos. 17-20948 to 17-20950) on Oct. 10, 2017. In the petitions signed by William T. Drost, its president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Robert Summerhays presides over the cases. Lisa M. Hedrick, Esq., at Adams and Reese LLP, serves as Chapter 11 counsel to the Debtors. WILLIAM LOHMAN: $131K Sale of 1998 Kenworth T800 Tractor Approved ----------------------------------------------------------------- Judge Shon Hastings of the U.S. Bankruptcy Court for the District of North Dakota authorized William M. Lohman's sale of 1998 Kenworth T800 Semi Tractor, VIN 1NKDL29X8WJ74906, to K&S Transport, LLC, for $131,000. The sale is free and clear of liens and encumbrances, with valid liens attaching to sale proceeds. The Debtor is authorized to distribute the sale proceeds to First Western Bank and Trust to be applied to the Debtor's debt to it. William M. Lohman sought Chapter 11 protection (Bankr. D.N.D. Case No. 16-30175) on April 14, 2016. The Debtor tapped Sara Diaz, Esq., at Bulie Law Office as counsel. The Debtor estimated assets in the range of $100,001 to $500,000 and $1,000,001 to $10 million in debt. The Debtor's First Modified Chapter 11 Plan and Addendum was confirmed by Order of this Court on April 19, 2017. WOODBRIDGE GROUP: Fee Examiner Taps Frejka as Legal Counsel ----------------------------------------------------------- The fee examiner of Woodbridge Group of Companies, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ her own firm as her legal counsel. Elise Frejka, the fee examiner, proposes to hire Frejka PLLC to assist her in reviewing fee applications; prepare reports regarding professional fees and expenses; attend meetings with bankruptcy professionals; and assist her in developing protocols and making reports and recommendations. The firm charges an hourly fee of $525 for members, $500 for of counsel, $225 for paraprofessionals, and $250 for law clerks and analysts. The hourly rates for associates range from $325 to $375. Ms. Frejka disclosed in a court filing that she is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Ms. Frejka disclosed that her firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Frejka professional has varied his rate based on the geographic location of the Debtor's bankruptcy case. Ms. Frejka also disclosed that the firm did not represent her prior to the petition date. Frejka is working on a budget with the fee examiner and that the budget necessarily involves a projection of future events with limited information and is subject to change as the case develops as the first round of fee applications will not be filed until April 15, according to Ms. Frejka. The firm can be reached through: Elise S. Frejka, Esq. Frejka PLLC 135 East 57th Street, 6th Floor New York, NY 10022 Phone: 212-641-0800 Fax: (212) 641-0820 Email: efrejka@frejka.com About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Klee, Tuchin, Bogdanoff & Stern LLP and Young Conaway Stargatt & Taylor, LLP serve as the Debtors' bankruptcy counsel. The Debtors hired Homer Bonner Jacobs, PA as special counsel; Moelis & Company LLC, as investment banker; and Bradley D. Sharp of Development Specialists, Inc. as chief restructuring officer. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. The Fiduciary Committee of Unitholders is represented by Venable LLP. Drinker Biddle & Reath LLP represents the Ad Hoc Committee of Holders of Promissory Notes of Woodbridge Mortgage Investment Fund Entities and Affiliates. Elise S. Frejka was appointed fee examiner on February 8, 2018. YOSI SAMRA: Negotiations With Committee Delays Plan Filing ---------------------------------------------------------- Yosi Samra, Inc., asks the U.S. Bankruptcy Court for the Southern District of New York to further extend the exclusive periods during which only the Debtor can file a plan of reorganization and solicit acceptance of the plan through and including May 21, 2018, and July 19, 2018, respectively. The period under which the Debtor has until April 6, 2018, to exclusively file a plan. The Debtor has until June 4, 2018, to exclusively solicit acceptances for the plan. The Debtor currently anticipates negotiating a plan with its creditors which could be filed in April 2018. The Debtor has spent the early part of the bankruptcy case stabilizing its business through negotiations with its warehouse (Seko) and DIP lender (Sallyport). Then, the Debtor spent significant time preparing operating reports and reconciling records that were poorly kept by previous accountants. This reconciliation process delayed negotiations with the Official Committee of Unsecured Creditors regarding the framework of an exit strategy. Throughout this case, however, the Debtor has been in communications with the Committee regarding exit strategies and maximizing value. The Debtor and Committee have exchanged offers and term sheets, but are not yet in agreement regarding the structure of a plan. The Debtor hopes that with this third extension, it will be able to complete its discussions with the Committee. The Committee has agreed to the instant motion, as well as both prior extensions. The Debtor is making progress towards a reorganization. The claims bar date has passed, and it is analyzing claims as well as objections to those claims. In addition, the Debtor is open to any possible exit strategy. It has been discussing possible transactions with lenders and investors. The Debtor has sufficient liquidity and is generally paying its bills as they come due. A copy of the Debtor's request is available at: http://bankrupt.com/misc/nysb17-12493-136.pdf About Yosi Samra Inc. Yosi Samra Inc. -- https://www.yosisamra.com/ -- sells designer brand footwear for women and kids famous for its fold-up ballet flats. Yosi Samra's runway-inspired styles have been featured in Vogue, InStyle and Glamour Magazines and spotted on some of fashion's most trend-setting celebrities, including Sarah Jessica Parker, Anne Hathaway, and Halle Berry. The Yosi Samra brand is available in more than 1,000 boutiques across the U.S. and in 85 other countries, including 15 brand shops in Asia and The Middle East. Yosi Samra Inc. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-12493) on Sept. 5, 2017, disclosing $1.5 million in assets, and $6.28 million in liabilities as of Sept. 5, 2017. Larry Reines, its president, signed the petition. Ballon Stoll Bader & Nadler P.C., in New York, serves as counsel to the Debtor. Savvy Fare, LLC serves as the new accountant to the Debtor, replacing Danziger & Company, the Debtor's previous accountant. On Sept. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Sullivan & Worcester LLP is the Committee's legal counsel. [*] Michael Delaney Joins Robins Kaplan's Los Angeles Office ------------------------------------------------------------ BankruptcyData.com reported that Robins Kaplan LLP's Restructuring and Business Bankruptcy Group announced that Michael Delaney, an accomplished corporate bankruptcy lawyer who brings extensive experience with disputes involving intellectual property rights, has joined the firm in its Los Angeles, CA office. From 2016 to 2018, Mr. Delaney was named a Super Lawyers Southern California Rising Star for his leading bankruptcy work. He has been named to the Insolvency Law Committee of the State Bar of California, the editorial board of the California Bankruptcy Journal, and one of 40 attorneys from across the country to participate in the Next Generation Program during the annual meeting of the National Conference of Bankruptcy Judges. Prior to entering private practice, Mr. Delaney served as a law clerk to the Honorable Ernest Robles of the United States Bankruptcy Court for the Central District of California. [^] BOND PRICING: For the Week from March 19 to 23, 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 8.778 6/1/2020 Appvion Inc APPPAP 9.000 8.778 6/1/2020 Avaya Inc AVYA 10.500 4.356 3/1/2021 Avaya Inc AVYA 10.500 4.356 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 8.625 1.000 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 7.875 1.000 4/15/2022 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 0.747 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 0.747 10/15/2020 Bruce Mansfield Unit 1 2007 Pass Through Trust FE 6.850 31.508 6/1/2034 Cenveo Corp CVO 6.000 46.470 8/1/2019 Cenveo Corp CVO 8.500 9.813 9/15/2022 Cenveo Corp CVO 6.000 1.000 5/15/2024 Cenveo Corp CVO 6.000 50.500 8/1/2019 Cenveo Corp CVO 8.500 10.500 9/15/2022 Claire's Stores Inc CLE 9.000 53.610 3/15/2019 Claire's Stores Inc CLE 8.875 10.190 3/15/2019 Claire's Stores Inc CLE 7.750 10.000 6/1/2020 Claire's Stores Inc CLE 6.125 53.753 3/15/2020 Claire's Stores Inc CLE 7.750 10.000 6/1/2020 Claire's Stores Inc CLE 9.000 53.492 3/15/2019 Claire's Stores Inc CLE 9.000 54.430 3/15/2019 Claire's Stores Inc CLE 6.125 53.748 3/15/2020 Cobalt International Energy Inc CIEI 3.125 1.125 5/15/2024 Cobalt International Energy Inc CIEI 2.625 1.750 12/1/2019 Continental Airlines 2000-2 Class B Pass Through Trust UAL 8.307 99.385 4/2/2018 Cumulus Media Holdings Inc CMLS 7.750 21.000 5/1/2019 EV Energy Partners LP / EV Energy Finance Corp EVEP 8.000 42.038 4/15/2019 EXCO Resources Inc XCOO 8.500 9.050 4/15/2022 Egalet Corp EGLT 5.500 48.564 4/1/2020 Emergent Capital Inc EMGC 8.500 62.268 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 37.528 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 37.500 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 37.528 12/1/2018 FGI Operating Co LLC / FGI Finance Inc GUN 7.875 25.552 5/1/2020 Federal Home Loan Banks FHLB 1.100 99.404 3/29/2018 FirstEnergy Solutions Corp FE 6.050 34.304 8/15/2021 FirstEnergy Solutions Corp FE 6.050 34.467 8/15/2021 FirstEnergy Solutions Corp FE 6.050 34.467 8/15/2021 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GenOn Energy Inc GENONE 9.500 82.875 10/15/2018 GenOn Energy Inc GENONE 9.500 81.750 10/15/2018 GenOn Energy Inc GENONE 9.500 79.000 10/15/2018 Gibson Brands Inc GIBSON 8.875 79.959 8/1/2018 Gibson Brands Inc GIBSON 8.875 80.672 8/1/2018 Gibson Brands Inc GIBSON 8.875 80.180 8/1/2018 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 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 32.625 7/1/2018 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 32.489 7/1/2018 Las Vegas Monorail Co LASVMC 5.500 4.037 7/15/2019 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 5.000 3.326 2/7/2009 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.625 2.500 10/31/2017 MF Global Holdings Ltd MF 3.375 30.250 8/1/2018 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 14.000 7/1/2026 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 4.119 10/1/2020 Missouri Pacific Railroad Co UNP 4.750 100.020 1/1/2030 Molycorp Inc MCP 10.000 1.301 6/1/2020 Murray Energy Corp MURREN 11.250 39.765 4/15/2021 Murray Energy Corp MURREN 11.250 40.057 4/15/2021 Murray Energy Corp MURREN 9.500 39.108 12/5/2020 Murray Energy Corp MURREN 9.500 39.108 12/5/2020 NRG REMA LLC GENONE 9.681 59.856 7/2/2026 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 7.022 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 7.022 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 7.022 5/15/2019 Nine West Holdings Inc JNY 8.250 6.886 3/15/2019 Nine West Holdings Inc JNY 6.875 6.598 3/15/2019 Nine West Holdings Inc JNY 6.125 8.335 11/15/2034 Nine West Holdings Inc JNY 8.250 7.975 3/15/2019 OMX Timber Finance Investments II LLC OMX 5.540 6.482 1/29/2020 Orexigen Therapeutics Inc OREX 2.750 6.500 12/1/2020 Orexigen Therapeutics Inc OREX 2.750 14.472 12/1/2020 Overseas Shipholding Group Inc OSG 8.125 99.967 3/30/2018 PaperWorks Industries Inc PAPWRK 9.500 54.000 8/15/2019 PaperWorks Industries Inc PAPWRK 9.500 50.625 8/15/2019 Powerwave Technologies Inc PWAV 2.750 0.435 7/15/2041 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 48.250 10/1/2018 Real Alloy Holding Inc RELYQ 10.000 67.156 1/15/2019 Real Alloy Holding Inc RELYQ 10.000 67.156 1/15/2019 Renco Metals Inc RENCO 11.500 26.750 7/1/2003 Rex Energy Corp REXX 8.875 24.179 12/1/2020 Rex Energy Corp REXX 6.250 31.405 8/1/2022 SAExploration Holdings Inc SAEX 10.000 56.367 7/15/2019 SandRidge Energy Inc SD 7.500 1.170 2/15/2023 Sears Holdings Corp SHLD 6.625 69.095 10/15/2018 Sears Holdings Corp SHLD 8.000 33.498 12/15/2019 Sears Holdings Corp SHLD 6.625 70.122 10/15/2018 Sears Holdings Corp SHLD 6.625 70.122 10/15/2018 Sempra Texas Holdings Corp TXU 6.500 11.534 11/15/2024 Sempra Texas Holdings Corp TXU 6.550 11.534 11/15/2034 Sempra Texas Holdings Corp TXU 5.550 12.237 11/15/2014 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 60.750 7/1/2019 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 64.375 7/1/2019 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Toys R Us - Delaware Inc TOY 8.750 15.563 9/1/2021 Transworld Systems Inc TSIACQ 9.500 27.235 8/15/2021 Transworld Systems Inc TSIACQ 9.500 27.539 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 40.880 1/1/2022 Westmoreland Coal Co WLB 8.750 41.761 1/1/2022 iHeartCommunications Inc IHRT 14.000 13.403 2/1/2021 iHeartCommunications Inc IHRT 7.250 21.229 10/15/2027 iHeartCommunications Inc IHRT 14.000 13.944 2/1/2021 iHeartCommunications Inc IHRT 14.000 13.943 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. *** End of Transmission ***