/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170428.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, April 28, 2017, Vol. 21, No. 117 Headlines 06-004 MADERA: Case Summary & Unsecured Creditor 06-009 RANCO: Case Summary & 2 Unsecured Creditors 1776 AMERICAN: Intends to File Plan of Reorganization By August 25 7 BAY CORP: UB Properties to Auction Property on May 12 ACCURIDE CORP: KIC Acquisition No Impact on Moody's B3 CFR ACRISURE LLC: Moody's Affirms B3 CFR & Revises Outlook to Negative AEMETIS INC: Stockholders Elect Two Directors AKORN INC: Moody's Puts B1 CFR Under Review for Upgrade ALLIED CONSOLIDATED: Michael Ramun to be Paid in Full Under Plan ALPHATEC HOLDINGS: Has Resale Prospectus of 19.3M Common Shares ARCONIC INC: Posts $3.2 Billion Revenue for First Quarter ASHLAND LLC: Moody's Lowers CFR to Ba2; Outlook Stable ATOPTECH INC: Avatar to Lend $6M Upon Sale to New Stalking Horse AURORA DIAGNOSTICS: Commences Private Exchange Offer AURORA DIAGNOSTICS: Inks 7th Amendment to Cerberus Financing Pact AVAYA INC: Mentor Graphics Objects to Networking Biz Sale Motion AWAS AVIATION: Moody's Reviews Rating With Direction Uncertain AZURE MIDSTREAM: Amends Plan, Disclosures Hearing Moved to May 1 AZURE MIDSTREAM: Wampanoag Capital Objects to Disclosure Statement B&B REAL ESTATE: Unsecured Claims to Get Full Payment Under Plan BCBG MAX: Can Escape $7M Golden Parachute Pay to Founder's Wife BETTER PLACE: Former Directors Ask Court to Junk Liquidators' Suit BROOKLYN INTERIORS: Unsecured Creditors to Get 15% in 3 Years CAESARS ENTERTAINMENT: Moody's Hikes Corporate Family Rating to B2 CATASYS INC: Amends 1.78 Million Shares Prospectus with SEC CATASYS INC: Effects a 1-for-6 Reverse Stock Split CHICO HEALTH: Exit Plan to Pay Claims Through Woolley Settlement CHINA FISHERY: CFG Peru Gets Green Light to Sell Non-Debtor Assets CIBER INC: Seeks Court Approval of KERP & KEIP CLAYTON WILLIAMS: Completes Merger with Noble Energy CLUB MOTHERSHIP: Taps Debbie Filipovitch of Amorcil as Bookkeeper COMSTOCK RESOURCES: Will Offer $750 Million Worth of Securities COOPER-STANDARD: Proposed Loan Amendment No Impact on Moody's CFR COPIA PARTNERS: Case Summary & 17 Largest Unsecured Creditors COSHOCTON MEMORIAL: Files Chapter 11 Plan of Liquidation COSI INC: Court Confirms First Amended Chapter 11 Plan COSI INC: Wants Shareholders' Over $2.3M Claims Disallowed CSI COMPRESSCO: Moody's Cuts CFR to B3; Outlook Stable CT TECHNOLOGIES: S&P Affirms 'B' CCR & Revises Outlook to Negative CTI BIOPHARMA: Expands License Agreement with Servier for PIXUVRI DIGICEL GROUP: Moody's Affirms B2 CFR; Outlook Remains Stable DIGICERT HOLDINGS: Moody's Affirms B3 Corporate Family Rating DOMINION PAVING: Taps Motleys Asset as Broker and Auctioneer DOW RUMMEL: Fitch Assigns 'BB' Rating to Series 2017 Revenue Bonds DOWN HOUSE: Taps Debbie Filipovitch of Amorcil as Bookkeeper EMBLEM HEALTH: A.M. Best Lowers Financial Strength Rating to C++ EMPRESAS PLAYA: Unsecureds May Recover 2% Under Plan ENRIZON WORLDWIDE: Unsecureds to be Paid in Full Plus Interest ENVIRO BUILDERS: Case Summary & 6 Unsecured Creditors ESSAR STEEL: Great Lakes Asks Court to OK $33M Proof of Claim EVEREST MERGER: Moody's Assigns B3 CFR; Outlook Stable EXCELITAS TECHNOLOGIES: Moody's Affirms Caa1 Corp. Family Rating FAMILY AUTO: Disclosures Get Final OK; Plan Confirmed FARMACIA BRISAS: Unsecured Creditors to Be Paid 15% in 5 Years FELCOR LODGING: Moody's Affirms B2 Sr. Rating Following Merger FINJAN HOLDINGS: Wins $4.9M License Pact with European Company FTE NETWORKS: Acquires Benchmark Builders for $75 Million GENERAL MOTORS: Supreme Court Refuses Review of 2nd Cir. Ruling GIGA-TRONICS INC: Will Have Three Months to Comply with NASDAQ GLOBAL COMMODITY: Hearing on Plan Outline Approval Set for June 21 GLOBAL EAGLE: Moody's Cuts CFR to B2 & Alters Outlook to Negative GRIFFON CORP: S&P Affirms 'BB-' CCR & Revises Outlook to Negative GV HOSPITAL: To Hire Nelson Law as Ordinary Course Professional HALT MEDICAL: Taps Canaccord Genuity as Investment Banker HBC HOLDINGS: Moody's Revises Outlook to Stable & Affirms Caa2 CFR HELLBENDER BREWING: Plan to Be Funded by Equity Infusion, Cash HOTEL PARK: Opposes Approval of Burke and Herbert Plan IASIS HEALTHCARE: Moody's Assigns Ba3 Rating to Proposed Term Loan INDIANA FINANCE: Fitch Lowers Private Activity Bonds Rating to B- INTERNATIONAL BRIDGE: Can Use Cash Collateral Until April 30 IRACORE INT'L: Moody's Appends LD Designation to Ca-PD PDR J. CREW GROUP: Chief Financial Officer Will Assume Additional Roles KAARS INC: Gets Court Approval of Plan to Exit Bankruptcy KEYSTONE ACQUISITION: Moody's Assigns B3 CFR on Leveraged Buyout LEONARD COHEN: Windsor to Auction Insurance Policy on May 11 LIFE PARTNERS: Jury Verdict Against CEO & Lawyer Partly Reinstated LUVU BRANDS: Has Sold $100M Liberator Products Since Inception MARRONE BIO: Prices Offering of 5.7 Million Common Shares MARTHA G. GARCIA: Windsor to Auction Insurance Policy on May 11 MCGAHAN FAMILY: Richard Hamilton Objects to Disclosures & Plan MEDICAL OFFICE: Unsecureds to Get $2,447 per Month for 30 Years MONAKER GROUP: Adopts Charters of Board Committees MONAKER GROUP: Issues CFO 100,000 Restricted Shares MOTORS LIQUIDATION: GUC Trust Reallocates $10M to Satisfy Expenses NEUROLOGICAL SURGERY: Taps De Leo Law Firm as Legal Counsel NEW CAL-NEVA LODGE: Creditors, Trusts Oppose Debtor Plan NEW CAL-NEVA LODGE: Opposes Approval of Busick Plan Outline NEW CAL-NEVA LODGE: Opposes Approval of Ladera Plan Outline NEW COVENANT: U.S. Trustee Unable to Appoint Committee NORTH BEACHES: Plan Confirmation Hearing on May 31 NOVATION COMPANIES: UST Objects to "Opt-Out" Clause Under Plan NOVATION COMPANIES: UST Opposes Immunity Provisions Under Plan NUSTAR ENERGY: Fitch Assigns B+ Rating to Proposed Preferreds PACIFIC 9: Asks Court to Move Plan Exclusivity Period to August 22 PAPERWORKS INDUSTRIES: S&P Affirms 'B-' CCR; Outlook Negative PARAGON OFFSHORE: de Groot & Hammersley Disclose Equity Stake PARAGON OFFSHORE: Unsecureds May Get 28% Under Latest Plan PASSAGE MIDLAND: Margaret Barajas Named PCO for 2 Units PAWN AMERICA: U.S. Trustee Forms 4-Member Committee PENICK PRODUCE: Case Summary & 20 Largest Unsecured Creditors PORT CITY CLEANERS: Hires Galloway Wettermark as Attorney PROGRESSIVE ACUTE: Unsecureds to Get Paid from Trust Assets QUORUM HEALTH: Moody's Confirms B3 CFR; Outlook Negative RACEWAY MARKET: Hearing on Disclosures Approval Set for May 25 RANCHO PALOMITA: Unsecureds to Get $99 Per Month Under Latest Plan RFI MANAGEMENT: Allowed to Use Cash Collateral on Interim Basis ROCK ISLAND REALTY: Hearing on Disclosures OK Set for June 29 ROCK ISLAND: 100% Recovery for Unsecureds Under Amended Plan ROOT9B HOLDINGS: Incurs $30.5 Million Net Loss for 2016 RUBY TUESDAY: Concept President Brett Patterson Quits RUPARI HOLDING: Seeks to Hire DLA Piper as Legal Counsel RWK ELECTRIC: Hires Rider Levett's Jozwick as Consultant SANDERS NURSERY: Has Until June 7 to Obtain Plan Votes TIAT CORPORATION: Files Corrected 3rd Amended Disclosure Statement UNIQUE INSURANCE: A.M. Best Affirms C++ Financial Strength Rating UNIQUE PHYSIQUE: Unsecureds to Get 100% Payment Under Plan UNITED CORP INT'L: Unsecureds to be Paid $341K, Plan Budget Shows VANGUARD NATURAL: Ad Hoc Equity Panel Questions Debtors' Valuation VIA NIZA: Unsecured Creditors to Get Nothing Under Exit Plan VIRTU FINANCIAL: Fitch Affirms BB- IDR on KCG Holdings Acquisition WAGLE LLC: Lynn McLaughlin Opposes Approval of Plan Outline WHISKEY ONE: Chapter 11 Examiner Hires CBRE as Broker WIA MARKETING: Seeks to Hire KG Law APC as Legal Counsel WOODHAVEN TOWNHOUSE: Gets Approval of Plan to Exit Bankruptcy WORLD OF WOOD: Unsecureds to Recover 80% Under Plan YELLOW CAB: Trustee Taps Kidder Mathews as Broker [*] Fitch: Farmer Balance Sheets Weaken, Lenders to Weather Storm [*] Fitch: U.S. Leveraged Loan Default Rate Hit 2% at End-March [*] Prelim. 2016 Results Show 1st Underwriting Loss, AM Best Says [^] BOOK REVIEW: Lost Prophets -- An Insider's History ********* 06-004 MADERA: Case Summary & Unsecured Creditor ------------------------------------------------ Debtor: 06-004 Madera Business Trust 6767 W. Tropicana Ave. Ste. 206 Las Vegas, NV 89103 Case No.: 17-12102 Business Description: The Debtor is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns a fee simple interest in 267 acres of land APN: 049-083-004, 049-083-007 and 049-083-008 valued at $3.75 million. Chapter 11 Petition Date: April 26, 2017 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Laurel E. Davis Debtor's Counsel: Timothy P. Thomas, Esq. LAW OFFICES OF TIMOTHY P. THOMAS, LLC 1771 E. Flamingo Rd, Ste B-212 Las Vegas, NV 89119 Tel: (702) 227-0011 Fax: (702) 227-0334 E-mail: tthomas@tthomaslaw.com Total Assets: $4.08 million Total Liabilities: $2.13 million The petition was signed by Peter Becker, manager of trustee. The list of top 20 unsecured claims has a single entry: the County of Madera Office of Treasurer, holding a claim of $2.13 million. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nvb17-12102.pdf Pending bankruptcy cases of affiliates: Petition Case Debtor District Date Number ------ -------- -------- -------- 05-020 Vacaville II Business Trust D. Nev. 5/27/16 16-12928 06-007 Biggs Business Trust D. Nev. 7/08/14 14-14027 06-019 Vacaville III Business Trust D. Nev. 5/27/16 16-12929 07-002 Redding Business Trust D. Nev. 2/15/13 13-11151 06-009 RANCO: Case Summary & 2 Unsecured Creditors -------------------------------------------------- Debtor: 06-009 Rancho Coachella Business Trust 6767 W. Tropicana Ave. Ste. 206 Las Vegas, NV 89103 Case No.: 17-12101 Business Description: The Debtor is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns a fee simple interest in a property known as APN: 763-360-0131 80 Acres, Coachella, CA 92236 with a valuation of $2.21 million. The Company previously sought bankruptcy protection on April 22, 2013 (Bankr. D. Nev. Case No. 13-13423). Chapter 11 Petition Date: April 26, 2017 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Mike K. Nakagawa Debtor's Counsel: Timothy P. Thomas, Esq. LAW OFFICES OF TIMOTHY P. THOMAS, LLC 1771 E. Flamingo Rd, Ste B-212 Las Vegas, NV 89119 Tel: (702) 227-0011 Fax: (702) 227-0334 Email: tthomas@tthomaslaw.com Total Assets: $2.49 million Total Liabilities: $1.55 million The petition was signed by Peter Becker, manager of trustee. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb17-12101.pdf Pending bankruptcy cases of affiliates: Petition Case Debtor District Date Number ------ -------- -------- -------- 05-020 Vacaville II D. Nev. 5/27/16 16-12928 Business Trust 06-007 Biggs Business Trust D. Nev. 7/08/14 14-14027 06-019 Vacaville III D. Nev. 5/27/16 16-12929 Business Trust 07-002 Redding D. Nev. 2/15/13 13-11151 Business Trust 1776 AMERICAN: Intends to File Plan of Reorganization By August 25 ------------------------------------------------------------------ 1776 American Properties IV LLC and its affiliated Debtors request the U.S. Bankruptcy Court for the Southern District of Texas to extend the exclusive period within which the Debtors may file a plan of reorganization until August 25, 2017 and to confirm a plan through October 24, 2017. The Debtors claim that they have filed their Motion to Estimate the Claim of Blavesco Limited and Heather Carlile. The Debtors assert that the claims alleged by Blavesco and Carlile are highly disputed, and allowance of those claims could impact any plan filed by the Debtors. The Debtors believe the claims have little if any merit and were simply filed in an attempt to leverage a large settlement from Jeff Fisher based upon a shareholder dispute between Fisher and Heather Carlile related to the management of Blavesco Limited. Absent the requested extension, the current deadline for the Debtors to file their Chapter 11 Plan and Disclosure Statement would expire on May 27, 2017, and the exclusive period to confirm a plan would expire on July 26. However, the Debtors are requesting that trial on the Estimation Motion be scheduled for June 2017. Thus, the Debtors contend that their exclusivity period to file a plan will expire prior to resolution of the Estimation Motion. The Debtors maintain that the terms of any plan of reorganization filed by the Debtors will be dependent on resolution of the Estimation Motion, and termination of exclusivity could result in competing plans, undue expense, and no corresponding benefit to the unsecured creditors. About 1776 American Properties IV, LLC 1776 American Properties IV LLC and its 12 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30422) on Jan. 27, 2017. The petition was signed by Jeff Fisher, director. The case is assigned to Judge Karen K. Brown. Josh T. Judd, Esq., at Andrews Myers PC serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtors estimated assets of $1 million to $10 million and liabilities of less than $50,000. To date, no trustee or examiner has been appointed in these bankruptcy cases and no official committee of unsecured creditors has been established. 7 BAY CORP: UB Properties to Auction Property on May 12 ------------------------------------------------------- UB Properties, LLC, as mortgagee, will conduct a foreclosure sale of real property owned by 7 Bay Corp. on 1:00 p.m., on May 12, 2017, at the premises. The property, together with the land and all buildings, is known as and numbered 7 Bay Street, Hull, Plymouth County, Massachusetts. The property contains 84/100 of one acre. The premises are now known as The Estuary Condominium, a condominium established by Master Deed dated April 22, 2015. UB Properties is the present holder of the Mortgage. UB Properties reserves the right to sell the Premises in whole or in part. Terms of sale: A deposit of $25,000 by certified or bank check will be required to be paid by the purchaser at the time and place of sale and an additional deposit will be required to be paid by the purchaser within five business days from the date of the sale, which additional deposit shall aggregate, with the initial deposit made by the purchaser, 10% of the successful bid. The balance is to be paid by certified or bank check at Bowditch and Dewey, LLP, 311 Main Street, Worcester, Massachusetts 01608 within 30 days from the date of sale. The successful bidder shall be required to sign a Memorandum of Sale containing the above terms (and any additional terms) at the time and place of sale. Other terms, if any, to be announced at the sale. Counsel to UB Properties: Richard A. Sheils, Jr., Esq. Bowditch and Dewey, LLP 311 Main Street P.O. Box 15156 Worcester, MA 01615-0156 About 7 Bay Corp 7 Bay Corp, based in Hull, Massachusetts, owns the remaining development rights for nine units in a fully permitted waterfront condominium parcel of real property located on 7 Bay Street in Hull, Massachusetts. 7 Bay Corp filed a Chapter 11 petition (Bankr. D. Mass. Case No. 15-14885) on Dec. 17, 2015. The petition was signed by Steven Buckley, president. Judge Frank J. Bailey presides over the case. John M. McAuliffe, Esq., at McAuliffe & Associates, P.C., serves as the Debtor's counsel. At the time of the filing, 7 Bay estimated $1 million to $10 million in both assets and liabilities. * * * As reported by the Troubled Company Reporter on March 7, 2017, the Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts approved 7 Bay Corp.'s second amended disclosure statement, as modified on Feb. 24, 2017, in support of the Debtor's second amended plan of liquidation, as modified on Feb. 24, 2017. The hearing to consider the confirmation of the Plan was set for April 27, 2017, at 11:45 a.m., Eastern Standard Time. ACCURIDE CORP: KIC Acquisition No Impact on Moody's B3 CFR ---------------------------------------------------------- Moody's Investors Service says that Accuride Corporation's acquisition of Washington state-based KIC LLC is credit positive because of the strategic benefits it provides including: increased scale, improved diversification and a potential for a lower cost structure through purchasing capabilities in China. However, the transaction will largely be financed with debt which Moody's views as a sign of the aggressive financial policy under its financial sponsor owner, Crestview Partners. There is no current impact on the company's ratings, including Accuride's B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating (PDR), B3 senior secured first lien term loan rating or its stable rating outlook because debt-to-EBITDA leverage is still high but remains within the range expected for the B3 CFR and liquidity is only adequate. Moody's maintains the following ratings on Accuride: Corporate Family Rating, B3 Probability of Default Rating, B3-PD $275 Million (Including $50 Million Add-On) Senior Secured First Lien Term Loan B due 2023, B3 (LGD4) Outlook, Stable Accuride Corporation ("Accuride"), headquartered in Evansville, Indiana, is a North American and European manufacturer and supplier of commercial vehicle components including wheels and wheel-end components. In April 2017, Accuride announced the acquisition of KIC. Pro-forma for the acquisition, revenue for FYE December 2016 was approximately $650 million. Crestview Partners is Accuride's majority owner. ACRISURE LLC: Moody's Affirms B3 CFR & Revises Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service has affirmed the B3 corporate family rating and B3-PD probability of default rating of Acrisure, LLC following the company's announcement of plans to increase its credit facilities. The company will increase its first-lien term loan by $450 million (rated B2), and will issue a new $175 million delayed draw second-lien term loan (rated Caa2). Based on Acrisure's continuing high volume of acquisitions, rapid rise in debt and high use of cash to cover contingent earnout payments, Moody's changed the rating outlook to negative from stable. RATINGS RATIONALE Acrisure's ratings reflect its growing market presence in US insurance brokerage, its good mix of business across property & casualty insurance and employee benefits, its healthy EBITDA margins and the majority ownership stake held by Acrisure Management and Agency Partners, which helps align interests across the firm. Offsetting these strengths are the company's aggressive acquisition strategy, rising debt burden and persistently high financial leverage. The rapid growth heightens the management challenges of integrating accounting and information systems, and limiting the firm's exposure to errors and omissions in its delivery of products and services. Moreover, the company has large contingent earnout liabilities that use a substantial portion of free cash flow, limiting the amounts available to service the credit facilities. Acrisure has completed about 175 acquisitions since the start of 2014, noted Moody's. The company's reported revenue nearly tripled in 2014, more than doubled in 2015, nearly doubled in 2016, and continues its steep rise in 2017. To help fund these acquisitions, Acrisure has increased its debt and equivalents (including Moody's adjustments for operating leases and the cash portion of contingent earnout liabilities) from $96 million at year-end 2013, to $388 million at year-end 2014, to $1.0 billion at year-end 2015, to $1.6 billion at year-end 2016. Moody's estimates that Acrisure's pro forma debt and equivalents will reach $2.4-$2.5 billion by mid-2017 based on incremental borrowings to date and the pending increase in term loans. The high volume of acquisitions and rising debt burden give Acrisure little capacity to withstand disruptions in its existing or acquired businesses. Acrisure's pro forma debt-to-EBITDA ratio will be in the range of 7.2x-7.5x, per Moody's estimates, after giving effect to the proposed new borrowings along with run-rate EBITDA from acquisitions funded by those borrowings. The company's pro forma (EBITDA - capex) interest coverage will be in the range of 1.7x-2x, and its free-cash-flow-to-debt ratio (after contingent earnout payments) will be slightly positive. Given the negative rating outlook, it is unlikely that Acrisure's ratings would be upgraded in the near future. Factors that could lead to a stable outlook include: (i) debt-to-EBITDA ratio below 7.2x, (ii) (EBITDA - capex) coverage of interest consistently above 1.8x, (iii) free-cash-flow-to-debt ratio (after contingent earnout payments) exceeding 2%, and (iv) a slowdown in acquisitions leading to some convergence of reported and pro forma EBITDA. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of interest below 1.2x, (iii) free-cash-flow-to-debt ratio (after contingent earnout payments) remaining below 1%, or (iv) significant disruptions to existing or newly acquired operations. Moody's has assigned the following rating (and loss given default (LGD) assessment): $175 million incremental delayed draw second-lien term loan maturing in November 2024 at Caa2 (LGD5). Moody's has affirmed the following ratings: Corporate family rating at B3; Probability of default rating at B3-PD; $200 million first-lien revolving credit facility maturing in November 2021 at B2 (LGD3); $1,710 million (including $450 million increase) first-lien term loan maturing in November 2023 at B2 (LGD3); $305 million second-lien term loan maturing in November 2024 at Caa2 (LGD5). The rating outlook has been changed to negative from stable. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in December 2015. Based in Grand Rapids, Michigan, Acrisure distributes a range of property & casualty insurance, employee benefits and related products to small and mid-sized US businesses through offices in 24 states, mainly in the Midwest, Northeast, Southeast and Southwest. The company generated revenue of $538 million in 2016. AEMETIS INC: Stockholders Elect Two Directors --------------------------------------------- At the Annual Meeting held on April 20, 2017, Aemetis, Inc.'s stockholders elected Lydia I. Beebe and John R. Block as directors and ratified the appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2017. About Aemetis Cupertino, Calif.-based Aemetis, Inc., is an international renewable fuels and specialty chemical company focused on the production of advanced fuels and chemicals and the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products and convert first- generation ethanol and biodiesel plants into advanced biorefineries. Aemetis reported a net loss of $15.63 million on $143.15 million of revenues for the year ended Dec. 31, 2016, compared with a net loss of $27.13 million on $146.64 million of revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Aemetis had $77.81 million in total assets, $127.6 million in total liabilities and a total stockholders' deficit of $49.81 million. AKORN INC: Moody's Puts B1 CFR Under Review for Upgrade ------------------------------------------------------- Moody's Investors Serviced placed the ratings of Akorn, Inc. under review for upgrade, including the B1 Corporate Family Rating, B1-PD Probability of Default Rating and B1 senior secured term loan rating. This rating action follows the announcement that Fresenius SE Co. KGaA (Baa3 stable) has agreed to acquire Akorn for $34.00 per share for a total purchase price of approximately $4.3 billion plus the assumption of approximately $450 million of net debt. Subject to shareholder approval and regulatory review, the transaction is expected to close by early 2018. The Speculative Grade Liquidity Rating is affirmed at SGL-1. Moody's review will focus on the benefits from becoming part of a larger, more diversified company with greater financial flexibility as well as the treatment of Akorn's debt in Fresenius' capital structure. Ratings placed under review for upgrade: Akorn, Inc. B1 Corporate Family Rating B1-PD Probability of Default Rating B1 (LGD4) senior secured term loan Rating affirmed: SGL-1 Speculative Grade Liquidity Rating RATINGS RATIONALE The B1 rating is constrained by Akorn's modest size and its niche position in the highly competitive generic drug industry where it competes against significantly larger companies. The ratings are also constrained by Akorn's concentration of profits in a limited number of products, which can lead to operating volatility when competitors enter or leave the market. The rating is supported by Akorn's credit metrics which Moody's projects to remain strong, including adjusted gross debt/EBITDA of below 3.0 times and free cash flow to debt of more than 20%. The ratings are also supported by Akorn's specialization in alternate dosage form drugs, including injectables, ophthalmics and topicals. Many of Akorn's products have relatively high barriers to entry versus typical oral solid generic drugs. This allows Akorn to garner and sustain higher profitability versus peers. The SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation for very good liquidity over the next 12-15 months. The company had more than $200 million of cash at year end 2016 and Moody's believes the company will generate in excess of $150 million in free cash flow over the next twelve months. Akorn has access to an undrawn $150 million asset-based lending (ABL) facility that is not likely to be utilized. The ABL has a 1 times minimum fixed charge coverage covenant and the term loan does not have any maintenance covenants. Moody's expects the company to maintain ample cushion with respect to its ABL covenant. The principal methodology used in these ratings was Global Pharmaceutical Industry published in December 2012. Akorn, Inc. ("Akorn": NASDAQ: AKRX), headquartered in Lake Forest, IL, is a specialty generic pharmaceutical manufacturer. The company focuses on generic drugs in alternate dosage forms such as ophthalmic drugs, injectable drugs and others in liquid, semi-solid, topical and nasal spray dosage forms. The company reported revenues of about $1.1 billion for the twelve months ended December 31, 2016. ALLIED CONSOLIDATED: Michael Ramun to be Paid in Full Under Plan ---------------------------------------------------------------- Allied Consolidated Industries, Inc., and the Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the Northern District of Ohio their amended first disclosure statement dated April 24, 2017, describing their joint plan of reorganization. Class 6 -- estimated at $900,000 -- is impaired by the Plan. Holders will be not be paid until all other classes are paid in full. The allowed unsecured claim of Michael D. Ramun in the amount of $450,000 will be paid in full from the creditor trust by the creditor trustee prior to any payments to John R. Ramun on account of his unsecured claim in the amount of $450,000 and no payments will be made to any direct family members (other than ordinary course of business salaries) until the allowed Class 6 claim of Michael D. Ramun has been paid in full. Further, John R. Ramun will reduce his Allowed Class 6 claim by $100,000 as a contribution for his equity interest in the Reorganized Debtor. The Plan will be funded from: -- Sales of Trust Assets Other Than Cash on Hand and Operations Income. The Creditor Trustee will sell any Trust Assets other than the Cash on Hand or Operations Income free of any lien, claim or encumbrance (the lien, claim or encumbrance being transferred to the proceeds of sale) to raise funds to make payments under the Plan; -- Cash on Hand. About $675,073 is estimated to be the amount of funds available for distribution on the Effective Date; -- Excess Equipment Proceeds. The net proceeds from the public auction of the Debtor's excess equipment held on Dec. 1, 2016, and other equipment sales in the amount of $1,840,334 not part of the Cash on Hand; -- Operations Income. The net income from scrap processing operations of AIS and the ongoing sales and other operations of the hydraulic shear business known as Allied Gator. All net income from the operations shall be retained by the Creditor Trust and used to fund the Plan. As soon as all claims in Classes 1 through 5 and the Michael D. Ramun Class 6 Claim have been paid in full, any remaining income will automatically vest in the Reorganized Debtor; -- Recovery from Norfolk Litigation; -- The Causes of Action; -- Proceeds from the Assumption and Assignment of the Fairless Agreements; -- Recovery from U.S. Steel. Any right to recover from U.S. Steel as a result of the Reorganized Debtor prevailing in the U.S. Steel Appeal or the New U.S. Steel Suit until all funds paid to U.S. Steel from the Creditor Trust are recovered, provided the Creditor Trust has not been terminated as a result of full payment to all Classes of Claims other than Class 2; and -- Proceeds. All net proceeds (after actual costs of sale) from any disposition of any of the Trust Assets regardless of whether the Creditor Trust holds legal and equitable title to any Trust Asset. The Amended First Disclosure Statement is available at: http://bankrupt.com/misc/ohnb16-40675-346.pdf As reported by the Troubled Company Reporter on March 23, 2017, the Debtor and Committee filed with the Court their first disclosure statement describing their joint plan of reorganization. Under that plan, General Unsecured Creditors were classified in Class 5, and holders would receive 100% of their allowed claims, to be distributed when funds are available. About Allied Consolidated Industries Co-founded on March 7, 1973, by current president, John R. Ramun, and his father, Michael Ramun, Allied Erecting and Dismantling, Inc., provided industrial dismantling of decommissioned industrial facilities. In 1985, Allied Industrial Scrap, Inc., Allied Industrial Equipment, Inc., Allied Industrial Development Corporation, and Allied Industrial Contracting, Inc., came into being. The Allied companies' complex at 1999 Poland Avenue, Youngstown, Ohio includes a 25,000 square foot office building and a new 218,000 square foot machine shop, office, and training facility. Allied Consolidated Industries, Inc. is the parent company. President John R. Ramun is a 75% shareholder and his brother, Michael D. Ramun, is a 25% shareholder. Allied Consolidated Industries, Allied Erecting and Dismantling, Allied Gator, Inc., and Allied Industrial Scrap sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 16-40675) on April 13, 2016. The petitions were signed by John R. Ramun, president. The Court approved the retention of Suhar & Macejko, LLC, as Counsel for the Debtors on May 12, 2016. The Court entered an agreed order approving the retention of Inglewood Associates, LLC as turnaround managers on May 13, 2016. The Court approved the retention of Eckert Seamans Cherin & Mellott, LLC, as special counsel on July 18, 2016. The Debtors have sought approval to employ Landmark Real Estate Services, LLC, as the non-exclusive real estate broker in Connection with the listing for sale of 240 acres of properties for a listing period through June 30, 2017. On May 16, 2016, the United States Trustee filed a notice of appointment of an Official Committee of Unsecured Creditors. On June 30, 2016, the bankruptcy court granted Committee's Application to retain counsel. On July 11, 2016, the bankruptcy court entered an order granting substantive consolidation of the estates of the debtor companies. ALPHATEC HOLDINGS: Has Resale Prospectus of 19.3M Common Shares --------------------------------------------------------------- Alphatec Holdings, Inc. filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the resale or other disposition by Armistice Capital Master Fund, Ltd., Sabby Healthcare Master Fund, Ltd., Broadfin Healthcare Master Fund, Ltd., et al., of up to 19,335,600 shares of the Company's common stock. Of these shares, 1,809,628 shares are outstanding shares of common stock held by certain of the selling stockholders, 7,622,372 shares are issuable upon the conversion of our Series A Convertible Preferred Stock held by the selling stockholders and 9,903,600 shares are issuable upon the exercise of outstanding warrants to purchase our common stock held by the selling stockholders, issued in connection with a private placement the Company completed on March 29, 2017. The Company is not selling any shares of common stock under this prospectus and will not receive any of the proceeds from the sale or other disposition of common stock by the selling stockholders. To the extent the warrants are exercised for cash, if at all, it will receive the exercise price of the warrants. The selling stockholders or their pledgees, assignees or successors-in-interest may offer and sell or otherwise dispose of the shares of common stock described in this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholders will bear all commissions and discounts, if any, attributable to the sales of shares. The Company will bear all costs, expenses and fees in connection with the registration of the shares. The Company's common stock is listed on the NASDAQ Global Select Market under the symbol "ATEC." On April 24, 2017, the last reported sale price of the Company's common stock was $1.96 per share. A full-text copy of the Form S-3 prospectus is available at: https://is.gd/36X26M About Alphatec Holdings Alphatec Holdings, Inc., the parent company of Alphatec Spine, Inc. -- http://www.alphatecspine.com/-- is a medical technology company focused on the design, development and promotion of products for the surgical treatment of spine disorders. The Company has a comprehensive product portfolio and pipeline that addresses the cervical, thoracolumbar and intervertebral regions of the spine and covers a variety of spinal disorders and surgical procedures. Its principal product offerings are focused on the global market for fusion-based spinal disorder solutions. The Company believes that its products and systems are attractive to surgeons and patients due to enhanced product features and benefits that are designed to simplify surgical procedures and improve patient outcomes. Alphatec reported a net loss of $29.92 million on $120.24 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $178.67 million on $134.38 million of revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Alphatec had $94.18 million in total assets, $112.08 million in total liabilities, $23.60 million in redeemable preferred stock and a total stockholders' deficit of $41.50 million. ARCONIC INC: Posts $3.2 Billion Revenue for First Quarter --------------------------------------------------------- Arconic Inc. reported results for the first quarter 2017, in which the Company posted revenue of $3.2 billion, up 4.5 percent year over year, driven by higher volumes across all segments. The impact of higher aluminum prices was more than offset by the Company's ramp down from the North American packaging business at its Tennessee operations. Excluding the impact of the Tennessee packaging ramp down, revenues were up 8 percent year over year. Net income was $322 million, or $0.65 per share. The results reflect $153 million in special items, including a gain on the sale of Alcoa Corporation shares, somewhat offset by non-cash charges related to the divestiture of a rolling mill in Fusina, Italy. Excluding special items, first quarter 2017 adjusted income was $169 million, or $0.33 per share; key factors included higher volumes across Arconic than the year-ago quarter, strong gross cost reduction savings and net cost savings, which were partially offset by unfavorable mix and price, predominately in aerospace. Annualized return on net assets (RONA) was 8.9 percent for the first quarter. First quarter consolidated Adjusted EBITDA, excluding special items, was $485 million, up 11 percent year over year. Adjusted EBITDA margin, excluding special items, was 15.2 percent, up 90 basis points year over year. "Solid performance, strong net cost reduction and some additional tailwinds allowed Arconic to deliver a stronger than anticipated first quarter of 2017," said Arconic Interim Chief Executive Officer David Hess. "The aerospace market is continuing its transition to new platforms where we are strongly positioned. We continue to be focused on capital efficiency, growth, cost reduction and margin expansion, in line with our stated strategy. We affirm the guidance for full year 2017 provided at Investor Day last year." Global Rolled Products reported revenue of $1.2 billion, an increase of five percent year over year. The segment also reported Adjusted EBITDA of $171 million, up $16 million year over year, and an adjusted EBITDA margin of 13.7 percent, up 60 basis points year over year. The Adjusted EBITDA improvement was driven by net cost savings and record automotive volume, which were partially offset by reduced aero wide-body build rates, airframe destocking, reduced North America heavy duty truck (HDT) build rates and pricing pressure in regional specialties. Transportation and Construction Solutions delivered revenue of $449 million, an increase of five percent year over year. The segment also reported first quarter Adjusted EBITDA of $72 million, up $8 million year over year, and a first quarter adjusted EBITDA margin of 16.0 percent, up 110 basis points year over year. The Adjusted EBITDA improvement was driven by volume and net cost savings that more than offset pricing pressure in the HDT market. At the separation of Alcoa Inc., Arconic chose to retain a 19.9 percent stake in Alcoa Corporation, indicating it would review options for responsibly managing the stake, taking into account its continued upside potential. In February 2017, Arconic monetized approximately 64 percent of the 36,311,767 shares it retained in Alcoa Corporation at a price of $38.03 per share. The monetization resulted in $888 million in proceeds. In December 2016, at the Company's Investor Day, Arconic communicated its intent to pay down $1 billion in debt in the first half of 2017. On April 5, 2017, the Company announced the commencement of cash tender offers by Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC for up to $1 billion in aggregate principal amount of the Company's outstanding senior notes due in 2018 and 2019, subject to certain conditions. On April 24, 2017, the Company purchased $295 million in aggregate principal amount of its senior notes from Citigroup and Credit Suisse. Arconic ended the first quarter of 2017 with cash on hand of $2.6 billion. Cash used for operations was $300 million, driven by the normal first quarter build in working capital and semi-annual interest payments; cash used for financing activities totaled $43 million; and cash provided from investing activities was $1.0 billion, reflecting the proceeds from the monetization of Alcoa Corporation shares and the sales proceeds from Alcoa Corporation’s Yadkin Hydroelectric Project. Free cash flow for the quarter was negative $403 million. A full-text copy of the press release is available for free at: https://is.gd/wsxF7B About Arconic Inc. Arconic Inc., formerly Alcoa Inc., is engaged in lightweight metals engineering and manufacturing. Arconic reported a net loss of $941 million for the year ended Dec. 31, 2016, following a net loss of $322 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Arconic had $20.03 billion in total assets, $14.89 billion in total liabilities and $5.14 billion in total equity. "For the 2016 annual period, Arconic adopted changes issued by the FASB related to the evaluation of an entity's ability to continue as a going concern. Previously, under GAAP, continuation of a reporting entity as a going concern was presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Even if an entity's liquidation was not imminent, there may have been conditions or events that raised substantial doubt about the entity's ability to continue as a going concern," as disclosed in the Company's Form 10-K report for the year ended Dec. 31, 2016. ASHLAND LLC: Moody's Lowers CFR to Ba2; Outlook Stable ------------------------------------------------------ Moody's Investors Service downgraded the Corporate Family Rating (CFR) of Ashland LLC to Ba2 from Ba1. The ratings on the senior unsecured notes were also downgraded to Ba2 from Ba1. The action is prompted by the announced $660 million acquisition of Pharmachem Laboratories Inc., expected to be mostly debt financed and increase Ashland's leverage just as it separates Valvoline from its portfolio. The transaction is expected to close mid-year 2017 subject to customary closing conditions. The outlook on the ratings remains stable. Downgrades: Issuer: Ashland LLC -- Corporate Family Rating, Downgraded to Ba2 from Ba1 -- Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD -- Backed Senior Unsecured Bank Credit Facility, Downgraded to Ba2 (LGD4) from Ba1 (LGD4) -- Backed Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2 (LGD4) from Ba1 (LGD4) -- Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Issuer: Hercules Incorporated -- Backed Junior Subordinated Regular Bond/Debenture, Downgraded to B1 (LGD6) from Ba2 (LGD6) Outlook Actions: Issuer: Ashland LLC -- Outlook, Remains Stable Issuer: Hercules Incorporated -- Outlook Remains Stable RATINGS RATIONALE The downgrades reflect the increase in the company's target leverage to under 3.5x from roughly 3.0x, as well as the mostly debt-financed acquisition, announced April 17, 2017, of Pharmachem that will increase leverage to above 4x with leverage restoration likely to be spread over several years before recovering to the company's new target below 3.5x (which equates to 3.5x, including Moody's adjustments). Moody's views the acquisition as strategically positive, but the acquisition comes at a time when Valvoline is being separated from the portfolio, resulting in a smaller less diversified new Ashland, and removing from the portfolio what was a strong and stable earnings contributor with an above par return-on-asset profile. These changes to the credit profile are meaningful. Sustaining the Ba1 ratings was contingent on a more conservative use of balance sheet leverage, at or below 3.0x, as Moody's previously communicated, notwithstanding occasional, but modest, deviation from this target to support opportunistic M&A activity that might occur. The Pharmachem deal is viewed as a sound strategic fit with good growth opportunities. Pharamchem revenues and EBITDA are expected to be $300 million and $62 million as of FY2017E, respectively; the $660 million purchase price reflects a 10.5x multiple. Pharmachem is a leading provider in customized solutions to the nutraceuticals, flavors and fragrances, laundry food and beverage industries, which combines well with Ashland's formulation and excipients expertise and provides good growth opportunities outside North America. However, the deal will increase debt to over $2.7 billion from just under $2.2 billion immediately following the transaction, with leverage expected to be 4.2x debt/EBITDA by YE 2017. Moreover, cash usage for severance restructuring and elevated capex is expected to result in modest free cash flow in 2017, with gross debt reduction faciliated by balance sheet cash and potential asset divestitures in 2017, and further leverage improvement relying mostly on EBITDA growth in 2018 and 2019. Ashland's Ba2 Corporate Family Rating (CFR) is supported by a portfolio of specialty chemical businesses serving diverse end markets and meaningful market shares in key businesses (e.g., #1 globally in Specialty Ingredients and non-aerospace composites), and good geographic and operational diversity. On a post-Valvoline-spin basis, the new Ashland will have pro forma revenues of roughly $3.1 billion (not including Pharmachem), with two segments -- Ashland Specialty Ingredients (ASI), the larger of the two segments with revenues of roughly $2.1 billion and roughly 23% EBITDA margins, and Ashland Performance Materials (APM), with an EBITDA margin in the low-to-mid teens percent range. Moody's expects further portfolio adjustments at APM as management determines which businesses can generate strong stable margins and acceptable growth rates. The new Ashland will continue to serve a diversified mix of consumer and industrial end markets including pharmaceuticals, personal care, food and beverage, adhesives, architectural coatings, automotive, construction, and energy. Ashland's lowered SGL-2 Speculative Grade Liquidity rating reflects its good liquidity position, which is supported by $704 million in cash balances at December 31, 2016, its $800 million senior unsecured revolving credit facility due 2020 (availability of $742 million as of December 31, 2016), and expectations for modest positive free cash flow generation. The stable outlook on the Ba2 rating anticipates steady organic growth in the legacy ASI segment combined with successful growth in the acquired Pharmachem business. The stable outlook also anticipates leverage declining towards the company's target of 3.5x, notwithstanding occasional but modest bolt-on acquisitions. The stable outlook does not incorporate delays in leverage recovery from significant share buybacks. Moody's would consider a downgrade if Ashland's leverage were to fail to trend towards 3.5x leverage and retained cash flow to debt of 16% in a reasonable time frame, due to either M&A activity, earnings pressure or significant share buybacks. If leverage were to decline to 3.0x on an adjusted basis along with Retained Cash Flow/Debt rising to 20% while the portfolio realizes healthy organic growth, Moody's would consider an upgrade to Ba1. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. ATOPTECH INC: Avatar to Lend $6M Upon Sale to New Stalking Horse ---------------------------------------------------------------- ATopTech, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a motion for authorization to obtain postpetition secured financing from Avatar Integrated Systems, Inc. A hearing to consider the Debtor's request is set for May 12, 2017, at 11:30 a.m. EST. Objections to the requested financing must be filed by May 5, 2017, at 4:00 p.m. EST. On April 18, 2017, the Debtor entered into an asset purchase agreement with Jingyuan Han, for and on behalf of a Delaware corporation to be formed prior to closing, for the purchase of substantially all of the Debtor's assets. The Jingyuan Han entity has agreed to from the Debtor substantially all the assets of the Debtor for the cash and non-cash consideration set forth in the APA and to provide a post-petition revolving credit facility of up to $6 million, repayment of which would be credited against the Sale proceeds. On April 19, 2017, the Debtor submitted a proposed order seeking approval of revised bid procedures that include the approval of Jingyuan Han as the new stalking horse bidder. On April 21, 2017, the Court entered the revised bid procedures order. A hearing on the sale is scheduled for May 12,2017, at 11:30 a.m. The APA provides that the Parties will enter into definitive loan agreements on the terms and conditions set forth in the Term Sheet and to have such loan agreements approved by the Court contemporaneously with the order approving the Sale. Under the Post-Petition Financing Documents, AIS would provide a post-petition $6 million revolving credit facility, repayment of which would be credit against the sale proceeds. Following Court approval of the Sale, the Purchaser, if it determines it is appropriate to do so, may apply with the Debtor as "Seller" to the voluntary review process of the Committee of Foreign Investment in the United States ("CFIUS") seeking one of the following: (i) a determination the Sale is not a covered transaction and not subject to review under Section 721 of the Defense Production Act of 1950, as amended, or (ii) the Sale presents no unresolved national security concerns, or (iii) CFIUS has sent a report to the President of the United States requesting the President's decision with respect to the joint voluntary notice and either (x) the President has announced a decision not to take any action to suspend or prohibit the Transactions or (y) the President has not taken any action after 15 days from the date the President received such report from CFIUS (the "CFIUS Clearance"). If the parties participate in the voluntary CFIUS review process, CFIUS Clearance is a condition to closing of the Sale. The Debtor has requested that AIS provide a debt facility of up to $6,000,000 upon Court approval of the Sale to fund operations of the Debtor pending the satisfaction or waiver of all closing conditions and the close of the Sale. The Purchaser, through Avatar Investment Systems, Inc. ("AIS"), is willing to provide a debt facility on the terms and conditions set forth in the term sheet (the "DIP Term Sheet") attached to the APA (the "DIP Financing") upon the Court's approval of the Sale to Purchaser as the successful bidder. Interest rate is Wall Street Journal Prime Rate plus 350 basis points. Upon an event of default, the Debtor shall pay additional interest at a rate of 2% per annum. Interest will be calculated based upon the actual number of days elapsed in a 360-day year. A commitment fee equal to one percent of the Stated Principal Amount will be fully earned and due and payable to the Lender from proceeds of the Loan. Proceeds will be used to pay certain expenses and fees, provide operating capital, and pay the administrative costs of the Chapter 11 case incurred through the close of the sale of the Transferred Assets to the Lender as set forth on an agreed-upon budget submitted by the Debtor and acceptable to Lender, in an amount not more than the Stated Principal Amount. The Maturity Date is the earliest date on which any of the following events occurs: (i) the substantial consummation of a plan of reorganization; (ii) the close of a sale of the Purchased Assets to the Lender; (iii) the occurrence of an Event of Default; or (iv) Sept. 30, 2017. All obligations arising under or relating to the Loan will be secured by valid, perfected, and enforceable first priority priming liens and security interests in all assets of the Debtor, whether now existing or hereafter acquired or created, and the products and proceeds thereof, and as a super-priority priming loan will take priority over any administrative claims against Debtor's estate, subject only to the carve-out. A copy of the Motion is available at: http://bankrupt.com/misc/deb17-10111-237.pdf About ATopTech, Inc. ATopTech, Inc. -- http://www.atoptech.com/-- is in the business of IC physical design. ATopTech claims its technology offers the fastest time to design closure focused on advanced technology nodes. The use of state-of-the-art multi-threading and distributed processing technologies speeds up the design process, resulting in unsurpassed project completion times. ATopTech, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 17-10111(MFW)) on Jan. 13, 2017. Claudia Chen, vice president, finance, signed the petition. The Debtor estimated assets and liabilities of $10 million to $50 million. Judge Mary F. Walrath is the case judge. ATopTech has employed Dorsey & Whitney as bankruptcy counsel, and Cowen and Company as its investment banker. Wilson Sonsini Goodrich & Rosati, Professional Corporation, serves as corporate and transactional counsel to ATopTech. Grant Thornton serves as tax counsel; and Arnold & Porter serves as litigation counsel. Epiq Bankruptcy serves as claims and notice agent. AURORA DIAGNOSTICS: Commences Private Exchange Offer ---------------------------------------------------- Aurora Diagnostics Holdings, LLC announced that it, together with its wholly-owned subsidiary, Aurora Diagnostics Financing, Inc., have commenced a private exchange offer for all of their outstanding 10.750% Senior Notes due 2018 for a combination of new 12.250% Increasing Rate Senior Notes due 2020 and warrants to purchase common units of the Company. Concurrently with the Exchange Offer, the Issuers are soliciting consents from the holders of Existing Notes to certain amendments to the indenture governing the Existing Notes. The Proposed Amendments will, among other things, eliminate substantially all of the restrictive covenants and certain events of default from the indenture governing the Existing Notes. Holders who tender their Existing Notes pursuant to the Exchange Offer are obligated to, and are deemed to, consent to the Proposed Amendments with respect to the entire principal amount of the Existing Notes tendered by those holders. The purpose of the Exchange Offer is to prevent the triggering of the springing maturity provision under the Company's senior secured credit facility, which provision will cause that facility to mature on Oct. 14, 2017, if the Issuers have not refinanced substantially all of the Existing Notes by that date. The Exchange Offer and Consent Solicitation are currently scheduled to expire at 5:00 p.m., New York City time, on May 22, 2017, unless extended by the Issuers. Holders of Existing Notes who validly tender and do not validly withdraw Existing Notes, and who validly deliver and do not validly revoke their consents, on or prior to 5:00 p.m., New York City time, on May 5, 2017, unless extended by the Issuers, will receive additional consideration as described below. Tenders of Existing Notes may be withdrawn and consents may be revoked at any time prior to 5:00 p.m., New York City time, on May 5, 2017, but not thereafter, subject to limited exceptions (even if the Company extends the Early Tender Time or the Expiration Time), unless it elects to extend the Withdrawal Deadline in its sole discretion. Holders may elect to either tender their Existing Notes in the Exchange Offer or take no action with respect to the Exchange Offer. Holders who tender their Existing Notes in the Exchange Offer will also be deemed to have delivered consents to the Proposed Amendments. Notes to be Exchanged: 10.750% Senior Notes due 2018 CUSIP No.: 051620AB8 Outstanding Aggregate Principal Amount: $200,000,000 Consideration for each $1,000 Principal Amount of Existing Notes Tendered on or Prior to the Early Tender Time: $1,000 in New Notes and Warrants to purchase 15.366 common units of Aurora Diagnostics Holdings, LLC Consideration for each $1,000 Principal Amount of Existing Notes Tendered After the Early Tender Time: $970 in New Notes and Warrants to purchase 15.366 common units of Aurora Diagnostics Holdings, LLC The Exchange Offer is conditioned upon the satisfaction of certain conditions, including the "Minimum Participation Condition," which requires participation of holders of at least 97.5% of the aggregate outstanding principal amount of Existing Notes in the Exchange Offer. The Company may not waive the Minimum Participation Condition. Pursuant to a Support Agreement, the holders of Existing Notes owning approximately 98.7% of the aggregate outstanding principal amount of Existing Notes have agreed to validly tender all of their Existing Notes in the Exchange Offer and provide consents to the Proposed Amendments. The New Notes will mature on Jan. 15, 2020. The New Notes will accrue interest beginning on the issuance date at a rate of 10.75% per annum in cash plus payment-in-kind interest at a rate of 1.50% per annum, which PIK Interest rate will increase to 3.00% from and after Jan. 15, 2019. The Issuers will pay interest on the New Notes on January 15 and July 15 of each year. The first interest payment date on the New Notes will be July 15, 2017. The New Notes will be guaranteed on an unsecured senior basis by the Company's current and future domestic subsidiaries that guarantee the Company's credit facility indebtedness or capital markets indebtedness. The Warrants will initially represent 12.5% of the outstanding common units of the Company on a fully diluted basis prior to the issuance of the Warrants, assuming 100% participation in the Exchange Offer, and will expire on the tenth anniversary of their issuance date. The Exchange Offer is being made, and the New Notes and the Warrants are being offered, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, provided under Section 3(a)(9) of the Securities Act. The Exchange Offer and Consent Solicitation are made only by, and pursuant to, the terms set forth in the Offering Memorandum and Consent Solicitation Statement. Ipreo LLC is acting as the Exchange Agent for the Exchange Offer and the Consent Solicitation. Requests for the Offering Memorandum or questions regarding the Exchange Offer or the Consent Solicitation may be directed to the Exchange Agent at (888) 593-9546 or by email to exchangeoffer@ipreo.com. A full-text copy of the press release is available for free at: https://is.gd/c2q5o8 About Aurora Diagnostics Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics Holdings, LLC, through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermatopathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company recognized approximately $260 million in revenue for the 12 months ended June 30, 2013. The company is majority owned by equity sponsors KRG Capital Partners and Summit Partners. Aurora Diagnostics reported a net loss of $29.14 million on $284.03 million of net revenue for the year ended Dec. 31, 2016, compared to a net loss of $83.43 million on $263.74 million of net revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Aurora Diagnostics had $239.79 million in total assets, $459.58 million in total liabilities and a total members' deficit of $219.78 million. * * * In April 2016, Moody's Investors Service downgraded the Corporate Family Rating of Aurora Diagnostics to 'Caa3' from 'Caa2' and the Probability of Default Rating to 'Caa3-PD' from 'Caa2-PD'. The downgrade reflects Moody's heightened expectation that Aurora will pursue some transaction within the next 12 months which the rating agency would consider a default. This could include a transaction which Moody's considers a distressed debt exchange, or a bankruptcy filing. As reported by the TCR on Nov. 28, 2016, S&P Global Ratings lowered its corporate credit rating on Palm Beach Gardens, Fla.-based Aurora Diagnostic Holdings LLC to 'CCC' from 'CCC+'. "Our rating actions reflect the shortening window of time during which the company must refinance its capital structure," said S&P Global Ratings credit analyst Shannan Murphy. "While the earliest stated maturity is Aurora's senior notes, which mature in 2018, the company's senior secured credit facilities are subject to a springing maturity in October 2017 if its senior notes are not refinanced by that time." AURORA DIAGNOSTICS: Inks 7th Amendment to Cerberus Financing Pact ----------------------------------------------------------------- Aurora Diagnostics Holdings, LLC, as guarantor, its subsidiary Aurora Diagnostics, LLC, as borrower, and certain other subsidiaries of the Company, as guarantors, entered into a seventh amendment to the Financing Agreement, dated as of July 31, 2014, with Cerberus Business Finance, LLC, as administrative agent and collateral agent, on April 20, 2017. The Seventh Amendment amended the definition of "Final Maturity Date" to modify the provision that accelerated the maturity date of the Financing Agreement to Oct. 14, 2017, in the event that any of the Company's 10.750% Senior Notes due 2018 had not been refinanced prior to that date. As amended, the maturity of the Financing Agreement will be accelerated to Oct. 14, 2017, only in the event that the maturity of more than $2.6 million in aggregate principal amount of Existing Notes has not been extended to Oct. 31, 2019, or a later date on or before Oct. 14, 2017. In addition, pursuant to the Seventh Amendment, the lenders thereunder consented to the Company redeeming, repurchasing or paying at maturity up to $2.6 million of Existing Notes at any time and from time to time within eight months of the consummation of the Company's Exchange Offer, but only to the extent that those Existing Notes remain outstanding following the consummation of the Exchange Offer. The Seventh Amendment contains customary representations and warranties applicable to the Company and its subsidiaries. A full-text copy of the Seventh Amendment to Financing Agreement is available for free at https://is.gd/R7NKXj About Aurora Diagnostics Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics Holdings, LLC, through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermatopathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company recognized approximately $260 million in revenue for the 12 months ended June 30, 2013. The company is majority owned by equity sponsors KRG Capital Partners and Summit Partners. Aurora Diagnostics reported a net loss of $29.14 million on $284.03 million of net revenue for the year ended Dec. 31, 2016, compared to a net loss of $83.43 million on $263.74 million of net revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Aurora Diagnostics had $239.79 million in total assets, $459.58 million in total liabilities and a total members' deficit of $219.78 million. * * * In April 2016, Moody's Investors Service downgraded the Corporate Family Rating of Aurora Diagnostics to 'Caa3' from 'Caa2' and the Probability of Default Rating to 'Caa3-PD' from 'Caa2-PD'. The downgrade reflects Moody's heightened expectation that Aurora will pursue some transaction within the next 12 months which the rating agency would consider a default. This could include a transaction which Moody's considers a distressed debt exchange, or a bankruptcy filing. As reported by the TCR on Nov. 28, 2016, S&P Global Ratings lowered its corporate credit rating on Palm Beach Gardens, Fla.-based Aurora Diagnostic Holdings LLC to 'CCC' from 'CCC+'. "Our rating actions reflect the shortening window of time during which the company must refinance its capital structure," said S&P Global Ratings credit analyst Shannan Murphy. "While the earliest stated maturity is Aurora's senior notes, which mature in 2018, the company's senior secured credit facilities are subject to a springing maturity in October 2017 if its senior notes are not refinanced by that time." AVAYA INC: Mentor Graphics Objects to Networking Biz Sale Motion ---------------------------------------------------------------- BankruptcyData.com reported that Mentor Graphics filed with the U.S. Bankruptcy Court an objection to Avaya's motion seeking entry of an order approving bidding procedures in connection with the sale of the Debtors' Networking business, scheduling an auction and a sale hearing, extending the deadline to assume or reject the Billerica lease and approving the sale of assets free and clear of liens, claims encumbrances and interests. The objection asserts, "Mentor objects to the Sale Motion to the extent it purports to permit the Debtors to transfer, or bifurcate and transfer, the Mentor IP license absent Mentor's consent and payment of applicable transfer fees. Section 5.12 of the APA describes a proposed 'splitting' of the Mentor IP License into a 'Retained Mixed Use Contract' and a 'Transferred Mixed Use Contract' such that both the Debtors and the Stalking Horse Bidder have use of Mentor's intellectual property without payment of applicable sublicense and/or transfer fees. The Debtors attempted bifurcation of the license is not permitted absent Mentor's consent and Mentor withholds such consent at this time. Since the identity of the ultimate purchaser/assignee remains unknown as of the Sale Motion's objection deadline, Mentor cannot determine if: (a) the ultimate purchaser/assignee is a competitor of Mentors; (b) ultimate the purchaser/assignee's ability to provide adequate assurance of future performance, including compliance with the confidentiality provisions of the Mentor IP License; and (c) the ultimate purchaser/assignee's willingness to pay the applicable transfer fees and execute the appropriate documentation reflecting the terms of the parties' relationship, post assignment. Until the information detailed above is provided, and subject to the other objections set forth herein, Mentor does not consent to any attempted transfer of the Mentor IP License at this time." The Debtors also filed with the Court a notice of filing of revised Exhibit 1 to the form of the contract assumption notice for the sale of the Debtors' Networking business. The hearing to consider the motion approving the Sale is on May 25, 2017, with objections due by May 18, 2017. About Avaya Avaya Inc., together with its affiliates, is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10089) on Jan. 19, 2017. Seventeen Avaya affiliates also filed separate petitions, signed by Eric S. Koza, CFA, chief restructuring officer, on Jan. 19, 2017. Judge Stuart M. Bernstein presides over the cases. The Debtors have hired Kirkland & Ellis LLP as legal counsel, Centerview Partners LLC as investment banker, Zolfo Cooper LLC as restructuring advisor, PricewaterhouseCoopers LLP as auditor, KPMG LLP as tax and accountancy advisor, The Siegfried Group, LLP as financial services consultant. William K. Harrington, the U.S. Trustee for Region 2, on Jan. 31, 2017, appointed seven creditors of Avaya Inc. to serve on the official committee of unsecured creditors. AWAS AVIATION: Moody's Reviews Rating With Direction Uncertain -------------------------------------------------------------- Moody's Investors Service placed the ratings of AWAS Aviation Capital Limited (AWAS) and its issuing subsidiaries on review with direction uncertain after the company's private equity sponsor Terra Firma and co-investors including Canada Pension Plan Investment Board announced that they have entered into an agreement to sell AWAS to Dubai Aerospace Enterprises Ltd. (DAE) for an undisclosed sum. These ratings include AWAS' Ba3 corporate family rating and the Ba2 secured debt ratings of AWAS Finance Luxembourg S.A. and AWAS Finance Luxembourg 2012 S.A. Issuer: AWAS Aviation Capital Limited -- LT Corporate Family Rating, Placed on Review Direction Uncertain, currently Ba3 -- Outlook, Changed To Rating Under Review From Stable Issuer: AWAS Finance Luxembourg 2012 S.A. -- Backed Senior Secured Bank Credit Facility, Placed on Review Direction Uncertain, currently Ba2 -- Outlook, Changed To Rating Under Review From Stable Issuer: AWAS Finance Luxembourg S.A. -- Backed Senior Secured Bank Credit Facility, Placed on Review Direction Uncertain, currently Ba2 -- Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE Moody's review of AWAS' ratings with direction uncertain reflects the divergent effects that the proposed transaction could have on AWAS' risk profile. Positively, the transaction will likely improve AWAS' ownership stability, a rating concern since Terra Firma began efforts to reduce and then exit its investment in the company two years ago. Additionally, the transaction will elevate the combined entity's competitive positioning, as it will become one of the top ten largest leasing companies globally, with a total owned, managed and commited fleet of 394 aircraft and over 110 airline customers. On the other hand, the new owner DAE is a smaller leasing company that has rapidly grown its fleet to 126 aircraft (owned, managed and commited) as of March 2017 and which provides few details regarding its financial position and operating strategy, resulting in uncertainty regarding the combined entity's financial strength, aspirations for further growth and risk appetite. DAE's majority ownership by the Investment Corporation of Dubai, an investment arm of the Government of Dubai (unrated), potentially aids its financial stability. DAE indicated that it will finance the transaction with internal resources and debt financing commitments and expects to close the acquisition in the third quarter this year, subject to regulatory approvals. During its review of AWAS' ratings, Moody's will focus on the effects of the transaction on AWAS' operating and funding strategies, integration risks, and potential for capital support resulting from its indirect ownership by the Dubai government. Moody's could upgrade AWAS' ratings if the company's acquisition by DAE improves its prospects for strong operating results and access to capital, if the combined entity's growth strategy and risk appetite are reasonable and if the company remains committed to a strong capital position. Ratings could also benefit should Moody's determine that extraordinary support would be forthcoming from the company's government-related owners. Moody's could confirm AWAS' ratings if the transaction has a neutral effect on the company's credit profile. A rating downgrade could result from an escalation of debt-funded growth, higher leverage, or weaker liquidity. The principal methodology used in these ratings was Finance Companies published in December 2016. AZURE MIDSTREAM: Amends Plan, Disclosures Hearing Moved to May 1 ---------------------------------------------------------------- BankruptcyData.com reported that Azure Midstream Partners filed with the U.S. Bankruptcy Court a First Amended Joint Plan of Liquidation and related Disclosure Statement. According to the disclosure statement, "On the Effective Date, the Lender Claims are allowed as Secured Claims having first lien priority in the amount of $177,904,000 on account of unpaid principal, accrued and unpaid interest, letters of credit obligations . . . pursuant to the Prepetition Credit Agreement, any other Prepetition Loan Documents or the Cash Collateral Order, in each case. . . the Debtors and their Estates may be entitled to assert against the Prepetition Secured Lenders or the Lender Claims. The Debtors estimate that on the Effective Date approximately $821,000 in General Unsecured Claims will remain outstanding. On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed General Unsecured Claims agrees to less favorable treatment of such Allowed General Unsecured Claim or has been paid before the Effective Date." The Court adjourned the hearing to May 1, 2017 from April 26, 2017 to consider the disclosure statement. About Azure Midstream Partners Azure Midstream Partners, LP, is a publicly traded Delaware master limited partnership that was formed by NuDevco Partners, LLC, and its affiliates to develop, own, operate and acquire midstream energy assets. Azure Midstream and 11 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30461) on Jan. 30, 2017. The petitions were signed by I.J. Berthelot, II, president. The cases are assigned to Judge David R Jones. Azure disclosed $375.5 million in assets and $179.4 million in liabilities as of as of Sept. 30, 2016. Vinson & Elkins LLP is serving as corporate counsel to the Debtors; Evercore Group LLC is serving as as financial advisor; Alvarez & Marsal North America LLC is serving as restructuring advisor; and Kurtzman Carson Consultants LLC is serving as claims, noticing & balloting agent. AZURE MIDSTREAM: Wampanoag Capital Objects to Disclosure Statement ------------------------------------------------------------------ Azure Midstream Partners' interested party Wampanoag Capital filed with the U.S. Bankruptcy an objection to Debtor's disclosure statement related to the Plan of Liquidation. The objection asserts, "On March 15, 2017, this Court approved a sale of substantially all of the Debtors' assets to BTA Gathering LLC for a purchase price of $189 million. Net auction proceeds are approximately $183.5 million, and the Debtors have approximately $6.8 million in cash, $6.2 million in accounts receivable, and other assets to generate additional estate value. The Debtors have stated that trade claims and priority tax claims will be paid in the ordinary course of business. As they have done historically, the Debtors continue to generate positive cash flow. Further, the Debtors are rejecting only nominal contracts and have resolved their gas gathering agreement matter with BP American Production Company. There are no cure costs for assumed contracts. Accordingly, there is at least $22.9 million of potential estate value available for junior stakeholders, before post-petition interest on the secured debt and reasonable and necessary professional fees. However, the Disclosure Statement fails to even address, yet adequately explain, how all this value evaporates under the Plan without any recoveries to unitholders, thus denying them a vote. For this reason, the Disclosure Statement should not be approved. In addition to this glaring infirmity, the Disclosure Statement also fails to include adequate information with respect to the following: why post-petition interest expenses for the secured debt are increasing on a monthly basis; why the Debtors have not sought to pay post-petition interest on the secured debt at less than the contract default rate (potentially saving over $4.5 million in estate value) and why the Debtors are agreeing to pay post-Effective Date fees and expenses of the secured lenders; why Lender Claims (Class 3) are not receiving full satisfaction of their Claims given the amount of net sale proceeds; and the methodology and legal basis underpinning the payments of purported severance obligations in excess of the $12,850 statutory cap and to insiders." About Azure Midstream Partners Azure Midstream Partners, LP, is a publicly traded Delaware master limited partnership that was formed by NuDevco Partners, LLC, and its affiliates to develop, own, operate and acquire midstream energy assets. Azure Midstream and 11 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30461) on Jan. 30, 2017. The petitions were signed by I.J. Berthelot, II, president. The cases are assigned to Judge David R Jones. Azure disclosed $375.5 million in assets and $179.4 million in liabilities as of as of Sept. 30, 2016. Vinson & Elkins LLP is serving as corporate counsel to the Debtors; Evercore Group LLC is serving as as financial advisor; Alvarez & Marsal North America LLC is serving as restructuring advisor; and Kurtzman Carson Consultants LLC is serving as claims, noticing & balloting agent. B&B REAL ESTATE: Unsecured Claims to Get Full Payment Under Plan ---------------------------------------------------------------- B & B Real Estate General Partnership filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania an amended disclosure statement, dated April 24, 2017, referring to the Debtor's plan of reorganization. The Debtor has no unsecured claims. In this regard, Holly R. Corcoran, CPA, waived her claim that she had against the Debtor and the Debtor is not aware of any other unsecured claims. If any allowed, unsecured claims are discovered, the Debtor proposes to pay them, in full, immediately after the payment of all claims of a higher class of claims. This class would be impaired only with regard to timing of payment. The Monroe County Tax Claim Bureau has a secured claim against the Debtor. The secured claim amount is $386,440.25 and the arrearage is also $386,440.25. The MCTCB filed a proof of claim with regard to these amounts and the Debtor has no objection to this proof of claim. The Class 1 claim of the MTCB is fully secured. The claim is for unpaid real estate property taxes. It is a first priority lien and it generates interest at 9%. The collateral is the commercial parcel of real estate located at 117 Rose Street, Scotrun, Monroe County, Pennsylvania. Claimant is not an insider. The claim is impaired with regard to timing of payment because the real estate property taxes have already come due and Debtor is proposing to pay 100% of the claim, including any accrued interest, within 96 months of the effective date of the Plan. The first payment regarding the payment of the arrearage claim will be due within 30 days of the effective date of the Plan. Furthermore, the Debtor agrees to remain current with all post-petition real estate property taxes as they come due. Finally, with regard to the payment of arrearages, the Debtor will pay the MCTCB and Newtek, on an equal, dollar for dollar basis, and on a monthly basis, until each claim is paid in full. Newtek Small Business Finance, LLC, has a secured claim against the Debtor. The secured claim amount is $1,616,713.59 and the loan arrearage is $98,883.49. Newtek filed a proof of claim with regard to these amounts and the Debtor has no objection to this proof of claim. The Class 2 claim is secured. However, it is not fully secured. The Debtor waives its right to cramdown this amount under Section 506 of the Code. This claim has arisen as a result of a commercial loan made by Newtek to the Debtor and a related entity of the Debtor, B & B Fitness. Newtek holds a first mortgage against the Debtor's real estate which is located at 117 Rose Street, Scotrun, Monroe County, Pennsylvania. The arrearage occurred as a result of Debtor's failure to pay the monthly commercial loan payments in a timely fashion. Newtek's lien is second in priority since the MCTCB holds the first priority lien. Claimant is not an insider. The claim is impaired with regard to the timing of payment because the Debtor has failed to pay the monthly commercial loan payments when they came due and under the Plan, the Debtor is proposing to pay the loan arrearage within 36 months of the effective date of the Plan. The first payment by the Debtor regarding the payment of the loan arrearage will be due within 30 days of the effective date of the Plan. The Debtor is also proposing to continue to pay its regular monthly commercial loan payments to Newtek and in accordance with the loan documents executed by the Debtor with Newtek. Also, nothing in the Debtor's proposed Plan is meant or should be construed as an attempt to amend or alter the terms of the loan documents. Furthermore, Newtek will retain its mortgage lien against the Debtor's real property until Newtek's commercial loan is paid in full by the Debtor. The Debtor will pay the MCTCB and Newtek, on an equal, dollar for dollar basis, and on a monthly basis, until each claim is paid in full. Finally, as previously discussed, the Debtor will also pay to Newtek the proceeds from the daycare tenant, in the amount of $2,500, which has already been approved by the Court. These proceeds will be applied to the loan in accordance with the original loan documents executed by the parties and applicable SBA regulations. Thereafter, Newtek will continue to receive these payments and Newtek will be permitted to apply these funds as it sees fit and in accordance with the terms of the original loan documents. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/pamb16-02183-70.pdf As reported by the Troubled Company Reporter on Nov. 15, 2016, the Debtor filed with the Court a disclosure statement referring to the Debtor's plan of reorganization. The Debtor has two secured claims. The secured claimants are Newtek, which has a secured claims of $1,616,713.59 and a loan arrearage of $98,883.49 and the MCTCB, which has a secured claim of $386,440.25. These claims are classified as Class 4 Secured Claims and are only impaired with regard to timing of payment since, the Debtor is proposing to pay these claims, in full. Payment of these claims will start 30 days after the effective date of the Plan and will continue until the arrearages are paid, in full. About B & B Real Estate B & B Real Estate General Partnership is a Pennsylvania partnership which is principally involved in the development and leasing of its real estate. At the time of the filing of its Chapter 11 bankruptcy, the Debtor owned a single parcel of real estate located at 117 Rose Street, Scotrun, Monroe County, Pennsylvania. The parcel of land is 2.54 acres and includes a commercial building which is primarily used for a gym and fitness center. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. M.D. PA. Case No. 16-02183) on May 23, 2016. The Hon. Robert N. Opel II presides over the case. Law Office of Philip W. Stock represents the Debtor as counsel. In its petition, the Debtor estimated $1.51 million in assets and $2.01 million in liabilities. The petition was signed by Robert C. Bishop, general partner. BCBG MAX: Can Escape $7M Golden Parachute Pay to Founder's Wife --------------------------------------------------------------- Rick Archer, writing for Bankruptcy Law360, reports that the Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York ruled that BCBG Max Azria Group Inc. can dodge a $7 million golden parachute payment to founder Max Azria's wife Lubov, deciding that her employment contract and the 2015 restructuring agreement are not integrated. The two agreements are distinct in a number of important ways, including having different parties and different governing laws, Law360 shares, citing Judge Chapman. About BCBG Max Azria Group BCBG Max Azria Group started with a single idea -- to create a beautiful dress. Founded in 1989, BCBG was named for the French phrase "bon chic, bon genre," a Parisian slang meaning "good style, good attitude." The brand embodies a true combination of European sophistication and American spirit. The BCBG Max Azria label is sold online, in freestanding boutiques and partner shops at top department stores across the globe. BCBG Max Aria and its affiliates filed for bankruptcy (Bankr. S.D.N.Y., Case No. 17-10466) on Feb. 28, 2017. The Debtors have estimated assets of $100 million to $500 million and estimated liabilities of $500 million to $1 billion. Kirkland & Ellis LLP and Kirkland & Ellis International LLP represent the Debtors as bankruptcy counsel. The Debtors hired Jefferies LLC as investment banker; AlixPartners LLP as restructuring advisor; A&G Realty Partners LLC as real estate advisor; and Donlin Recano & Company LLC as claims and noticing agent, and administrative advisor. On March 9, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. BETTER PLACE: Former Directors Ask Court to Junk Liquidators' Suit ------------------------------------------------------------------ Ryan Boysen, writing for Bankruptcy Law360, reports that three former directors of Better Place Inc. again asked the U.S. Bankruptcy Court for the District of Delaware to dismiss a lawsuit its liquidators Shaul Kotler and Sigal Rozen-Rechav brought against them in Israeli court, saying U.S. law still applies in that case. The Liquidators, Law360 relates, argued that the Court doesn't have jurisdiction over the Israeli lawsuit, which accuses the former directors of mismanagement. Headquartered in Tel Aviv, Israel-based Better Place, Inc., is a company that manufactures electric cars. Shaul Kotler & Sigal Rozen-Rechav filed for Chapter 15 recognition for the Debtor (Bankr. D. Del. Case No. 13-11814) on July 19, 2013. Judge Peter J. Walsh presides over the case. Michael Joseph Custer, Esq., at Pepper Hamilton, LLP, Shana E. Elberg, Esq., at Meagher & Flom, LLP, and Robert Alan Weber, Esq., at Skadden Arps Slate Meagher & Flom, LLP, serve as the Debtor's bankruptcy counsel. The Debtor estimated its assets at between $1 million and $10 million and debts at between $10 million and $50 million. BROOKLYN INTERIORS: Unsecured Creditors to Get 15% in 3 Years ------------------------------------------------------------- Unsecured creditors of Brooklyn Interiors, Inc. will get 15% dividend of their claims under the company's proposed plan to exit Chapter 11 protection. The plan of reorganization proposes to pay Class 3 general unsecured creditors a 15% dividend of their claims allowed by the court in 36 equal monthly installments of $1,401.30 per month. The total amount of general unsecured claims is $336,312.22. Class 3 is impaired and general unsecured creditors are entitled to vote on the plan. The plan will be financed from income derived from the operation of Brooklyn Interiors' business, according to the company's disclosure statement filed on April 18 with the U.S. Bankruptcy Court for the Southern District of New York. A copy of the disclosure statement is available for free at https://is.gd/2sx4P2 About Brooklyn Interiors Formed in 2003, Brooklyn Interiors, Inc. is a commercial and residential interior renovation contracting company. The Debtor filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-22845) on June 22, 2016. The petition was signed by Dennis Darcy, president. At the time of filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The Debtor is represented by Kenneth A. Reynolds, Esq. at McBreen & Kopko. No creditors' committee has been appointed in the Debtor's case. CAESARS ENTERTAINMENT: Moody's Hikes Corporate Family Rating to B2 ------------------------------------------------------------------ Moody's Investor Service upgraded Caesars Entertainment Resorts Properties, LLC's Corporate Family Rating to B2, its Probability of Default Rating to B2-PD, its senior secured Term Loan B and revolving credit facility to B1, its senior secured first lien notes to B1, its second lien notes to Caa1. The company's SGL-2 Speculative Grade Liquidity Rating was also affirmed. The outlook is stable. "The upgrade reflects the solid operating outlook for Las Vegas (73% of revenues), stabilizing market conditions in Atlantic City (20% of revenues), the company's good liquidity, and Moody's views that returns from recent and ongoing room renovations will contribute to EBITDA growth 2017 and 2018", said Moody's analyst Peggy Holloway. Moody's also has considered the company's pending amendment to lower pricing that, if passed, will result in an approximate 12% reduction in cash interest expense on CERP's $2.4 billion Term Loan B thereby improving interest coverage and liquidity. Upgrades: Issuer: Caesars Entertainment Resort Properties, LLC -- Probability of Default Rating, Upgraded to B2-PD from B3-PD -- Corporate Family Rating, Upgraded to B2 from B3 -- Senior Secured Bank Credit Facility, Upgraded to B1(LGD3) from B2(LGD3) -- Senior Secured 1st Lien Regular Bond/Debenture, Upgraded to B1(LGD3) from B2(LGD3) -- Senior Secured 2nd Lien Regular Bond/Debenture, Upgraded to Caa1(LGD6) from Caa2(LGD5) Outlook Actions: Issuer: Caesars Entertainment Resort Properties, LLC -- Outlook, Remains Stable Affirmations: Issuer: Caesars Entertainment Resort Properties, LLC -- Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE CERP's B2 Corporate Family Rating reflects its large scale in terms of revenues relative to rated peers, the prime location of the company's Las Vegas Strip properties, and positive visitation trends in Las Vegas - CERP's largest market, stabilizing conditions in Atlantic City, and good liquidity. The ratings consider above average adjusted debt/EBITDA for the rating and geographic concentration in two markets. Moody's expects EBITDA growth and debt reduction will result in declining debt/EBITDA (net of excess cash) to under 6.0x over the next 18 months. The stable rating outlook reflects positive visitation trends in Las Vegas, no material supply growth, as well as Moody's stable gaming industry outlook over the next year. A rating upgrade will be considered if debt/EBITDA declines to below 5.7x, and EBIT/interest is above 1.2x, and if the company maintains good liquidity. Ratings could be downgraded if gaming revenues in the company's key Las Vegas and Atlantic City markets show signs of sustained deterioration, or if debt/EBITDA increases above 7x. Caesars Entertainment Resorts Properties, LLC (CERP) is a wholly owned subsidiary of Caesars Entertainment Corporation (CEC; not rated) and has its own restricted group financing. CERP generated net revenues of approximately $2.2 billion for the twelve months ended December 31, 2016. CERP owns Paris Las Vegas, Flamingo Las Vegas, Harrah's Las Vegas, Rio All-Suite Hotel and Casino, Harrah's Laughlin, Harrah'sAtlantic City, Octavius Tower at Caesar's Palace and LINQ Promenade and High Roller, an open air dining, entertainment, and retail development including an observation wheel on the east side of the Las Vegas Strip. CERP properties are managed by Caesars Enterprises Services, LLC, a services joint venture between CERP, CEOC and Caesars Growth Properties Holding, LLC. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. CATASYS INC: Amends 1.78 Million Shares Prospectus with SEC ----------------------------------------------------------- Catasys, Inc. filed with the Securities and Exchange Commission an amended Form S-1 registration statement relating to the offering of 1,785,714 of shares of its common stock, $0.0001 par value per share, based on the last reported sale price for the Company's common stock as reported on the OTCQB Marketplace on April 21, 2017. The Company amended the registration statement to delay its effective date. The Company's common stock is quoted on the OTCQB Marketplace under the symbol "CATS". On April 21, 2017, the last reported sale price for its common stock as reported on the OTCQB Marketplace was $8.40 per share, as adjusted to reflect the 1:6 reverse stock split of the Company's common stock that will be effected in connection with this offering. Its common stock has been approved for listing on The NASDAQ Capital Market under the symbol "CATS", subject to notice of issuance. A full-text copy of the Form S-1/A is available for free at: https://is.gd/7pEioT About Catasys, Inc. Catasys, Inc. provides big data based analytics and predictive modeling driven behavioral healthcare services to health plans and their members through its OnTrak solution. Catasys' OnTrak solution -- contracted with a growing number of national and regional health plans -- is designed to improve member health and, at the same time, lower costs to the insurer for underserved populations where behavioral health conditions cause or exacerbate co-existing medical conditions. The solution utilizes proprietary analytics and proprietary enrollment, engagement and behavioral modification capabilities to assist members who otherwise do not seek care through a patient-centric treatment that integrates evidence-based medical and psychosocial interventions along with care coaching in a 52-week outpatient treatment solution. Catasys reported a net loss of $17.93 million on $7.07 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $7.22 million on $2.70 million of revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Catasys had $3.10 million in total assets, $28.43 million in total liabilities and a total stockholders' deficit of $25.32 million. The Company's independent accounting firm Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has continued to incur significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2016, and continues to have negative working capital at Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CATASYS INC: Effects a 1-for-6 Reverse Stock Split -------------------------------------------------- Catasys, Inc. filed a certificate of amendment to its Certificate of Incorporation, as amended and in effect, with the Secretary of State of the State of Delaware implementing a 1-for-6 reverse stock split of the Company's common stock, pursuant to which each 6 shares of issued and outstanding common stock converted into 1 share of common stock. Proportionate voting rights and other rights of common stock holders will not be affected by the reverse stock split. No fractional shares of common stock will be issued as a result of the reverse stock split; stockholders will be paid cash in lieu of any such fractional shares. The 1-for-6 reverse stock split became effective at 5:00 p.m., Eastern Time, on April 24, 2017, and the Company's common stock will trade on the OTCQB Marketplace on a post-split basis at the open of trading on April 25, 2017. The Company's post-reverse split common stock will have a new CUSIP number: 149049 504. Other terms of the common stock are not affected by the reverse stock split. The common stock will continue to trade under the symbol "CATS." The Company has approximately 9.4 million post-split shares of common stock outstanding as a result of the reverse stock split. The Company's transfer agent, American Stock Transfer, is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the brokers' particular processes, and will not be required to take any action in connection with the reverse stock split. All stock options and warrants to purchase common stock outstanding and the Company's common stock reserved for issuance under the Company's equity incentive plans immediately prior to the reverse stock split will be appropriately adjusted by dividing the number of affected shares of common stock by six and, as applicable, multiplying the exercise price by six as a result of the reverse stock split. About Catasys, Inc. Catasys, Inc. provides big data based analytics and predictive modeling driven behavioral healthcare services to health plans and their members through its OnTrak solution. Catasys' OnTrak solution -- contracted with a growing number of national and regional health plans -- is designed to improve member health and, at the same time, lower costs to the insurer for underserved populations where behavioral health conditions cause or exacerbate co-existing medical conditions. The solution utilizes proprietary analytics and proprietary enrollment, engagement and behavioral modification capabilities to assist members who otherwise do not seek care through a patient-centric treatment that integrates evidence-based medical and psychosocial interventions along with care coaching in a 52-week outpatient treatment solution. Catasys reported a net loss of $17.93 million on $7.07 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $7.22 million on $2.70 million of revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Catasys had $3.10 million in total assets, $28.43 million in total liabilities and a total stockholders' deficit of $25.32 million. The Company's independent accounting firm Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has continued to incur significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2016, and continues to have negative working capital at Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CHICO HEALTH: Exit Plan to Pay Claims Through Woolley Settlement ---------------------------------------------------------------- Chico Health Imaging, LLC, has filed a Chapter 11 plan of reorganization that proposes to pay creditors through a settlement of claims against its principals. The agreement proposes that Robert Woolley, Kenneth Woolley and four others will be released from possible claims tied to their management of or involvement in the company in exchange for a payment of $250,000 from the principals. The settlement funds will be used to pay claims of creditors allowed under the proposed plan. If the plan is confirmed, the proposed settlement will be approved, according to the disclosure statement filed on April 17 with the U.S. Bankruptcy Court for the Eastern District of California. Under the plan, each holder of Class 3 general unsecured claims will be paid in full in cash its pro rata share of the settlement funds after payment to holders of Class 2 priority unsecured claims. The total amount of claims of general unsecured creditors is estimated at $185,000. Class 3 is impaired under the plan and general unsecured creditors are entitled to vote. Chico Health said there is no concern of a future liquidation since it is seeking to liquidate its remaining assets through the plan, and not to continue operations, according to its disclosure statement. A copy of the disclosure statement, which explains the plan is available for free at: https://is.gd/9oNgd4 Chico Health is represented by: Gerald M. Gordon, Esq. Teresa M. Pilatowicz, Esq. Garman Turner Gordon LLP 650 White Drive, Suite 100 Las Vegas, NV 89119 Tel: (725) 777-3000 Email: ggordon@gtg.legal Email: tpilatowicz@gtg.legal -- and -- Philip Rhodes, Esq. Philip Rhodes Law Corporation P.O. Box 2911 Fair Oaks, CA 95628 Tel: 916-295-1222 Email: pjrhodes@philrhodeslaw.com About Chico Health Imaging Formed in 2015, Chico Health Imaging, LLC owned and operated an imaging center located in Chico, California, until the sale of its assets in February 2017. The Debtor is owned by members Accellus Health LLC, Fred Brandon D.O., and Nonspecific Holdings LLC. It is managed by Kenneth Woolley and Robert Woolley. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 17-20247) on February 16, 2017. The petition was signed by Kenneth Woolley, manager. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The case is assigned to Judge Christopher D. Jaime. The Debtor is represented by Garman Turner Gordon LLP and Philip Rhodes Law Corporation. CHINA FISHERY: CFG Peru Gets Green Light to Sell Non-Debtor Assets ------------------------------------------------------------------ BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order approving China Fishery Group's Debtor affiliate CFG Peru Investments (Singapore)'s Chapter 11 trustee's motion for order authorizing and approving procedures for (a) the sale or transfer of certain non-debtor assets and (b) taking all desirable or necessary corporate governance actions in connection therewith. As previously reported, "The Chapter 11 Trustee controls CFG Peru Singapore. Given that CFG Peru Singapore is the 100% (or close to 100%) owner of the Peruvian OpCos, the Trustee also effectively controls these entities. Beyond the Peruvian OpCos, the Trustee also effectively controls the additional CFG Peru Singapore Subsidiaries. Thus, because the SFR Vessels and Other Non-Debtor Vessels are not utilized in the Peruvian OpCos' anchovy business, they are non-core, dispensable assets. [T]he SFR Vessels and Other NonDebtor Vessels impose unnecessary costs on the Peruvian OpCos, including for crew, vessel maintenance, and commissioning, among other expenses. Accordingly, because these vessels are non-core and costly to the estate, they are appropriate assets for the Chapter 11 Trustee to market and sell or transfer for the benefit of the estate and its creditors." About China Fishery Group Limited (Cayman) China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11895) on June 30, 2016. The petition was signed by Ng Puay Yee, chief executive officer. The cases are assigned to Judge James L. Garrity Jr. At the time of the filing, China Fishery Group estimated its assets at $500 million to $1 billion and debts at $10 million to $50 million. Weil, Gotshal & Manges LLP has been tapped to serve as lead bankruptcy counsel for China Fishery and its affiliates other than CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal replaces Meyer, Suozzi, English & Klein, P.C., the law firm initially hired by the Debtors. The Debtors have also tapped Klestadt Winters Jureller Southard & Stevens, LLP as conflict counsel; Goldin Associates, LLC, as financial advisor; and RSR Consulting LLC as restructuring consultant. On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11 trustee for CFG Peru Investments Pte. Limited (Singapore), one of the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves as special litigation counsel. CIBER INC: Seeks Court Approval of KERP & KEIP ---------------------------------------------- BankruptcyData.com reported that Ciber filed with the U.S. Bankruptcy Court a motion for entry of an order approving the Debtors' key employee incentive plan (KEIP) and key employee retention plan (KERP). The KEIP, KERP motion explains, "Under the proposed KEIP, the KEIP Participants would be eligible to receive an incentive payment (the 'KEIP Payment') corresponding to the incremental value generated by the KEIP Participants for the benefit of all creditors. The 'threshold' KEIP Payment is not earned unless the Debtors outperform the DIP budget by generating at least $2 million of incremental cash flow and close the Sale at a price at least equal to the Sale consideration offered by the Stalking Horse Bidder (the 'Stalking Horse Bid'). All other KEIP Payments are tied to obtaining additional Sale consideration or recovering other non-operating receipts (collectively, 'Incremental Proceeds'). The payout structure for the KEIP Payments is as following: The performance level 'threshold' for the performance metric of the stalking horse bid & outperform DIP budget by $2M with 15% base salary the total cost is $235,950; for 'Tier 1' with the performance metric of $5M of incremental proceeds with 25% base salary the total cost is $393,250; for 'Tier 2' with the performance metric of $10M of incremental proceeds with 50% base salary the total cost is $786,500 and for 'Stretch' with the performance metric of $25M of incremental proceeds with 100% base salary, the total cost is $1,573,000. Pursuant to the proposed KERP, the KERP Participants would be eligible to receive retention payments (the 'KERP Payments') in 3 equal instalments on May 31, 2017, August 31, 2017, and November 30, 2017 (each, a 'KERP Payment Date'). The KERP includes a discretionary pool of $200,000 that would be established to provide retention payments to other critical employees that are neither KERP Participants nor insiders. A high level summary of the proposed KERP is as follows: For the program 'KERP' with 17 participants the total cost is $407,891 with cost of $23,994 per participant; for the 'Discretionary Pool' with to be determined participants the total cost is $200,000; and for the 'Total' program with to be determined participants the total cost is $607,891." The Court scheduled a May 15, 2017 hearing to consider the KEIP, KERP motion with objection due by May 8, 2017. About CIBER Inc. CIBER, Inc. -- http://www.ciber.com/-- is a global information technology consulting, services and outsourcing company. The Company and 2 other affiliates sought bankruptcy protection on April 9, 2017 (Bankr. D. Del. Lead Case No. 17-10772). The petition was signed by Christian Mezger, chief financial officer. The Debtors listed total assets of $334.2 million and total liabilities of $171.92 million as of September 30, 2016. The Hon. Brendan Linehan Shannon presides over the case. Morrison & Foerster LLP serves as lead bankruptcy counsel to the Debtors, and Saul Ewing LLP serves as local counsel. The Debtors have tapped Houlihan Lokey as investment banker, Alvarez & Marsal as restructuring advisor, and Prime Clerk LLC as noticing and claims agent. On April 19, 2017, the U.S. Trustee appointed 3 creditors to serve in the official unsecured creditors committee in the Debtor's case. CLAYTON WILLIAMS: Completes Merger with Noble Energy ---------------------------------------------------- Wild West Merger Sub, Inc., an indirect, wholly owned subsidiary of Noble Energy, Inc., completed its merger with and into Clayton Williams Energy, Inc., as a result of which CWEI became an indirect, wholly owned subsidiary of Noble. On April 25, 2017, CWEI merged with and into NBL Permian LLC, an indirect, wholly owned subsidiary of Noble, with NBL Permian LLC continuing as the surviving company. In connection with the Merger, on the Closing Date, CWEI terminated all commitments and repaid all amounts outstanding under the Third Amended and Restated Credit Agreement, dated as of April 23, 2014, among CWEI, as borrower, certain subsidiaries of CWEI, as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. Also in connection with the Merger, on the Closing Date, CWEI terminated all commitments and repaid all amounts outstanding under the Credit Agreement, dated as of March 8, 2016 (as amended, supplemented or otherwise modified to date), by and among CWEI, as borrower, certain subsidiaries of CWEI, as guarantors, each of the lenders from time to time party thereto, and Wilmington Trust, National Association, as administrative agent. Pursuant to the Merger, each share of common stock, par value $0.10 per share, of CWEI issued and outstanding (other than CWEI Common Shares held in treasury and CWEI Common Shares held by stockholders who properly complied in all respects with the provisions of Section 262 of the General Corporation Law of the State of Delaware as to appraisal rights), and each unexercised warrant to purchase or otherwise acquire CWEI Common Shares, was converted into the right to receive, at the election of the stockholder or warrant holder, as applicable, and subject to proration as described below, one of the following forms of consideration: * for each CWEI Common Share, one of (i) 3.7222 shares of common stock, par value $0.01 per share, of Noble; (ii)(A) $34.75 in cash (subject to applicable withholding tax), without interest and (B) 2.7874 Noble Common Shares; or (iii) $138.39 in cash (subject to applicable withholding tax), without interest; and * for each CWEI Warrant, one of (i) the Share Consideration in respect of the number of CWEI Common Shares that would be issued upon a cashless exercise of such CWEI Warrant immediately prior to the effective time of the Merger; (ii) the Mixed Consideration in respect of the number of Warrant Notional Common Shares represented by such CWEI Warrant; or (iii) the Cash Consideration in respect of the number of Warrant Notional Common Shares represented by such CWEI Warrant. No fractional Noble Common Shares will be issued in the Merger, and holders of CWEI Common Shares will, instead, receive cash in lieu of fractional Common Shares, if any. The Merger Consideration is subject to proration so that the aggregate Merger Consideration paid in respect of all CWEI Common Shares and CWEI Warrants consists of 75% Common Shares and 25% cash. The Company will announce the final election and proration results once available. On the Closing Date, each CWEI preferred share issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive cash in an amount equal to $1.00 (subject to applicable withholding tax), without interest. In connection with the completion of the Merger, on April 24, 2017 CWEI notified the New York Stock Exchange that each outstanding CWEI Common Share was converted in the Merger into the right to receive the Merger Consideration and has requested that the NYSE withdraw the listing of CWEI Common Shares. CWEI requested that the NYSE file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the CWEI Common Shares. CWEI Common Shares ceased being traded following the closing of the market on Monday, April 24, 2017, and will no longer be listed on the NYSE. On April 25, 2017, the NYSE filed the notification of removal from listing on Form 25 with the SEC. On the Closing Date, each CWEI Common Share issued and outstanding immediately prior to the effective time of the Merger (other than CWEI Common Shares held in treasury and CWEI Common Shares held by stockholders who properly comply in all respects with the provisions of Section 262 of the DGCL as to appraisal rights) and each CWEI Warrant issued and outstanding as of the effective time of the Merger were converted into the right to receive, at the election of the common stockholder or warrant holder, as applicable, but subject to proration, the relevant Merger Consideration. On the Closing Date, each CWEI preferred share issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive cash in an amount equal to $1.00 (subject to applicable withholding tax), without interest. On the Closing Date, in connection with the Merger and pursuant to the Merger Agreement, each option to purchase or otherwise acquire CWEI Common Shares that was outstanding immediately prior to the effective time of the Merger vested and was converted into the right to receive the number of Noble Common Shares, rounded down to the nearest whole share, equal to the quotient of (i) the product of (A) the number of CWEI Common Shares subject to the CWEI Option, multiplied by (B) the amount, if any, by which the per share closing trading price of CWEI Common Shares on the business day immediately before the effective time of the Merger exceeds the exercise price per CWEI Common Share otherwise purchasable pursuant to the CWEI Option immediately prior to the effective time of the Merger, divided by (ii) $34.672, the average of the closing sale prices of a Noble Common Share as reported on the NYSE for the ten consecutive full trading days, ending at the close of trading on April 21, 2017, the full trading day immediately preceding the Closing Date. If such calculation results in zero or a negative number, the applicable CWEI Option shall be forfeited for no consideration. In connection with the Merger, restricted CWEI Common Shares outstanding immediately prior to the effective time of the Merger were converted into the right to receive a number of restricted Noble Common Shares equal to the number of CWEI Restricted Shares multiplied by the share-election exchange ratio of 3.7222, rounded up to the nearest whole share, and subject to the same vesting, repurchase and other restrictions as the applicable CWEI Restricted Shares. In connection with the consummation of the Merger, on the Closing Date, each of CWEI's directors and officers immediately prior to the effective time of the Merger ceased to be directors and officers of CWEI. In accordance with the terms of the Merger Agreement, immediately following the effective time of the Merger, NBL Permian, being the sole stockholder of CWEI following the effective time of the Merger, acting by written consent appointed John A. Huser, Donald G. Moore and Charles J. Rimer as directors, and the board of directors then appointed Charles J. Rimer as President and chief executive officer, Timothy K. Baumgart as vice president and chief operating officer, Kevin E. Haggard as vice president and treasurer, John A. Huser as vice president - finance, Amy E. Jolley as vice president - tax, Donald G. Moore as vice president, R. Mark Patterson as vice president, Aaron G. Carlson as secretary, Harry R. Beaudry as assistant secretary, and Bernard P. Castro as assistant treasurer. Immediately following the effective time of the Second Merger, NBL Texas, LLC, being the sole member of NBL Permian, acting by written consent and in accordance with the terms of the limited liability company agreement, amended Section 7.2(a) of the limited liability company agreement of NBL Permian to replace "one Manager" with "three Managers," and appointed John A. Huser, Donald G. Moore and Charles J. Rimer as managers of the Company, and the board of managers then appointed Charles J. Rimer as President, Timothy K. Baumgart as Vice President, Kevin E. Haggard as vice president and treasurer, John A. Huser as vice president - Finance, Amy E. Jolley as vice president - Tax, Donald G. Moore as Vice President, R. Mark Patterson as Vice President, Aaron G. Carlson as Secretary, Harry R. Beaudry as Assistant Secretary, and Bernard P. Castro as assistant treasurer. In connection with the Merger, on the Closing Date, CWEI called for redemption all of the then outstanding 7.75% Senior Notes due 2019, the indenture governing the CWEI Notes was satisfied and discharged in accordance with the terms thereof and the Company, each of the subsidiary guarantors and the trustee for the CWEI Notes entered into a supplemental indenture to confirm certain obligations under the indenture in connection with the Merger. Deregistration of Unsold Securities Clayton Williams filed with the Securities and Exchange Commission post-effective amendment relating to these registration statements on Form S-8: * Registration Statement (File No. 33-68318), as amended by the Post-Effective Amendment on Form S-8, registering 600,000 shares of common stock, par value $0.10, of Clayton Williams Energy, Inc., a Delaware corporation, for the 1993 Stock Compensation Plan of Clayton Williams Energy, Inc.; * Registration Statement (File No. 33-68316), as amended by the Post-Effective Amendment on Form S-8, registering shares of Common Stock of CWEI for the Outside Directors Stock Option Plan of Clayton Williams Energy, Inc.; * Registration Statement (File No. 333-16675) registering 600,000 shares of Common Stock of CWEI for the 1993 Stock Compensation Plan of Clayton Williams Energy, Inc.; * Registration Statement (File No. 333-213293) registering 1,700,000 shares of Common Stock of CWEI for the Clayton Williams Energy, Inc. Long Term Incentive Plan; * Registration Statement (File No. 33-68320) registering shares of Common Stock of CWEI for the Bonus Incentive Plan of Clayton Williams Energy, Inc.; * Registration Statement (File No. 33-69688) registering shares of Common Stock of CWEI for the Clayton Williams Energy, Inc. 401(k) Plan & Trust; * Registration Statement (File No. 33-92834) registering shares of Common Stock of CWEI for the Executive Incentive Stock Compensation Plan of Clayton Williams Energy, Inc.; In connection with the merger, the Company has terminated all offerings of the Common Stock pursuant to the Registration Statements and in connection with the following plans of CWEI: * 1993 Stock Compensation Plan of Clayton Williams Energy, Inc. * Outside Directors Stock Option Plan of Clayton Williams Energy, Inc. * Clayton Williams Energy, Inc. Long Term Incentive Plan * Executive Incentive Stock Compensation Plan of Clayton Williams Energy, Inc. * Clayton Williams Energy, Inc. 401(k) Plan & Trust * Bonus Incentive Plan of Clayton Williams Energy, Inc. Special Meeting A special meeting of the stockholders of CWEI was held on April 24, 2017, at which the stockholders (a) adopted the Agreement and Plan of Merger dated Jan. 13, 2017, between Noble, CWEI, Merger Sub and the Company and (b) approved, on an advisory basis, the payments that will or may be paid by CWEI to its named executive officers in connection with the Merger. About Clayton Williams Midland, Texas-based Clayton Williams Energy, Inc. is an independent oil and gas company engaged in the exploration for and production of oil and natural gas primarily in Texas and New Mexico. On Dec. 31, 2015, the Company's estimated proved reserves were 46,569 MBOE, of which 78% were proved developed. The Company's portfolio of oil and natural gas reserves is weighted in favor of oil, with approximately 83% of its proved reserves at Dec. 31, 2015, consisting of oil and natural gas liquids and approximately 17% consisting of natural gas. During 2015, the Company added proved reserves of 3,542 MBOE through extensions and discoveries, had downward revisions of 26,158 MBOE and had sales of minerals-in-place of 472 MBOE. The Company also had average net production of 15.8 MBOE per day in 2015, which implies a reserve life of approximately 8.1 years. Clayton Williams reported a net loss of $292.15 million on $289.41 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $98.19 million on $232.37 million of total revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Clayton Williams had $1.49 billion in total assets, $1.33 billion in total liabilities and $160.53 million in shareholders' equity. * * * In July 2016, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Clayton Williams Energy. The ratings reflect S&P's assessment that the company's debt leverage is unsustainable, debt to EBITDA expected to average above 15x over the next three years. The ratings also reflect S&P's assessment of liquidity as adequate. In January 2017, Moody's Investors Service placed the ratings of Clayton Williams Energy (Caa3) under review for upgrade following the announcement of a definitive agreement to be acquired by Noble Energy (Baa3 stable) in a transaction valued at $3.2 billion, including the assumption of Clayton Williams' approximately $500 million of net debt. The review for upgrade is based on the potential benefit of Clayton Williams being supported by the stronger credit profile and greater financial flexibility of Noble. CLUB MOTHERSHIP: Taps Debbie Filipovitch of Amorcil as Bookkeeper ----------------------------------------------------------------- Club Mothership NP seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire a bookkeeper. The Debtor proposes to hire Debbie Filipovitch of Amorcil Business Group, LLC to, among other things, assist in providing financial information for its bankruptcy plan, gather information for the income and sales tax returns, and assist in the preparation of payroll tax returns. Ms. Filipovitch will be paid an hourly fee of $65 or up to $1,500 per month, and will be reimbursed for work-related expenses. Ms. Filipovitch is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Ms. Filipovitch maintains an office at: Debbie Filipovitch Amorcil Business Group, LLC 3 Yellowood Court The Woodlands, TX 77380 Tel: (713) 726-4897 The Debtor is represented by: Reese W. Baker, Esq. Baker & Associates 5151 Katy Freeway, Suite 200 Houston, TX 77007 Phone: (713) 869-9200 Email: courtdocs@bakerassociates.net About Club Mothership NP Club Mothership NP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-31856) on March 30, 2017. The petition was signed by Chris Cusack, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. COMSTOCK RESOURCES: Will Offer $750 Million Worth of Securities --------------------------------------------------------------- Comstock Resources, Inc., filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offering of $750 million of the Company's: * shares of common stock; * shares of preferred stock; * debt securities; * warrants; and/or * units consisting of combinations of any of the foregoing. The Company's debt securities may be guaranteed by Comstock Oil & Gas, LP, Comstock Oil & Gas-Louisiana, LLC, Comstock Oil & Gas GP, LLC, Comstock Oil & Gas Investments, LLC, or Comstock Oil & Gas Holdings, Inc., each a wholly-owned subsidiary of Comstock Resources, Inc. The Company may offer the securities directly, through agents designated from time to time, to or through underwriters or dealers, or through a combination of these methods. If any agents or underwriters are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement between or among them, will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. The Company's common stock is traded on the New York Stock Exchange under the symbol "CRK." A full-text copy of the Form S-3 is available for free at: https://is.gd/9X2Kg3 About Comstock Resources Comstock Resources, Inc. is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. Comstock incurred a net loss of $135.1 million in 2016 and a net loss of $1.0 billion in 2015. As of Dec. 31, 2016, Comstock Resources had $889.87 million in total assets, $1.16 billion in total liabilities and a total stockholders' deficit of $271.26 million. * * * As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised its corporate credit rating on Comstock Resources Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The rating actions on Comstock are in conjunction with the Sept. 6, 2016, close of their comprehensive debt exchange and our assessment of the company's revised capital structure and credit profile," said S&P Global Ratings credit analyst Aaron McLean. Comstock Resources carries a 'Caa2' corporate family rating from Moody's Investors Service. COOPER-STANDARD: Proposed Loan Amendment No Impact on Moody's CFR ----------------------------------------------------------------- Moody's Investors Service said that Cooper-Standard Automotive Inc.'s (Cooper-Standard, B1 stable) announcement that it is proposing to amend its term loan agreement is credit positive but does not currently impact Cooper-Standard's B1 Corporate Family Rating, or stable rating outlook. Cooper-Standard, headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Products include sealing, fuel and brake delivery, fluid transfer, and anti-vibration systems. Cooper-Standard employs more than 30,000 employees with 123 facilities in 20 countries around the world. The company had net sales of $3.5 billion in fiscal year 2016. COPIA PARTNERS: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Copia Partners LLC 3276 Democrat Drive Memphis, TN 38118 Case No.: 17-23736 Business Description: Founded in 2012, Copia Partners -- http://www.copiaproducts.com/-- is a manufacturer of consumable licensed products for babies and disposable tablewares. The Company's products include baby wipes, baby bottles, pacifiers and utensils. Chapter 11 Petition Date: April 26, 2017 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: Hon. Jennie D. Latta Debtor's Counsel: Steven Lee Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ 618 Church Street, #410 Nashville, TN 37219 Tel: 615-256-8300 Fax: 615-255-4516 E-mail: slefkovitz@lefkovitz.com Total Assets: $1.16 million Total Liabilities: $2.29 million The petition was signed by Wade Whitley, CEO. A copy of the Debtor's list of 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/tnwb17-23736.pdf COSHOCTON MEMORIAL: Files Chapter 11 Plan of Liquidation -------------------------------------------------------- Coshocton Country Memorial Hospital Association, n/k/a CH Liquidation Association, filed with the U.S. Bankruptcy Court for the Northern District of Ohio a disclosure statement dated April 24, 2017, for the Debtor's Chapter 11 plan of liquidation. Class 4 - Allowed General Unsecured are impaired under the Plan and will receive on the Plan Distribution Date, in full satisfaction of the claims, a pro rata share of the net proceeds of the liquidation trust assets. All cash necessary to make payments and Plan Distributions under the Plan will be obtained from current cash or the liquidation of Liquidation Trust Assets (including the proceeds of any Tort Claims and related Insurance Policies). On the Effective Date, the authority, power and incumbency of the Debtor will terminate, and vest in the Liquidation Trustee and Debtor Representative, and all Assets of the Debtor not sold to the Buyer or otherwise distributed in accordance with the Plan, including, without limitation, the avoidance actions, will become assets of the Liquidation Trust. The Liquidation Trustee will, among other things, (a) sell, lease, license, liquidate, abandon or otherwise dispose of Liquidation Trust Assets; (b) prosecute through judgment and settle any Causes of Action (including Avoidance Actions) and any defense asserted by the Liquidation Trust in connection with any counterclaim or cross claim asserted against the Liquidation Trust; (c) calculate and make distributions required under the Plan to be made from the Liquidation Trust Assets; (d) file all required tax returns, and pay obligations on behalf of the Liquidation Trust from the Liquidation Trust Assets; (e) otherwise administer the Liquidation Trust; (f) file quarterly reports with the Court with respect to the expenditures, receipts, and distributions of the Liquidation Trust; and (g) perform other responsibilities as may be vested in the Liquidation Trustee pursuant to the Liquidation Trust Agreement, the Confirmation Order, or as may be necessary and proper to carry out the provisions of the Plan relating to the Liquidation Trust. On the Effective Date, the Oversight Committee will be formed. The purpose of this group will be to advise and assist the Liquidation Trustee in the implementation and administration of the Liquidation Trust pursuant to the Liquidation Trust Agreement and the Plan. On the Effective Date, the ASA Committee will be formed. The purpose of this group will be to continue to monitor and enforce (at its option and discretion) the buyer's post-closing obligations under the Asset Sale Agreement related to the continued operation of a full service hospital in Coshocton County, Ohio. A list of the proposed members of the ASA Committee will be filed with the Court as a plan document. The Disclosure Statement is available at: http://bankrupt.com/misc/ohnb16-51552-390.pdf About CH Liquidation Association Coshocton County Memorial Hospital Association aka CCMH aka Coshocton Hospital aka Coshocton County Memorial Hospital operates a general acute care not-for-profit hospital in Coshocton, Ohio. The hospital has been designated as a Sole Community Hospital and is licensed for 56 beds. In addition to the main hospital facility, the Debtor has a number of primary care and specialty physician clinics. The Debtor has annual net revenue of more than $50 million and employs more than 400 individuals. The hospital is located in eastern central Ohio between Columbus and Pittsburgh and is the only hospital within 25 miles. It has been serving the healthcare needs of the community for more than 100 years. Coshocton County Memorial Hospital Association filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 16-51552) on June 30, 2016. The petition was signed by Lorri Wildi, chief executive officer. The case is pending before Judge Alan M. Koschik. The Debtor estimated assets at $10 million to $50 million and liabilities at $10 million to $50 million. Maria Carr, Esq., Michael J. Kaczka, Esq., and Sean D. Malloy, Esq., at McDonald Hopkins LLC serves as the Debtor's counsel. Garden City Group, LLC, is the Debtor's notice, claims and balloting agent. On July 8, 2016, the U.S. Trustee for Region 9 appointed four creditors of Coshocton County Memorial Hospital Association to serve on the official committee of unsecured creditors. Prime Healthcare Foundation and Coshocton County Memorial Hospital on Nov. 1, 2016, disclosed that Prime has completed its acquisition of Coshocton County Memorial Hospital. The hospital will retain a local governing board and not-for-profit status as a member of the Prime Healthcare Foundation, an affiliate of Prime Healthcare. As a result of the sale, the hospital is now known as Coshocton Regional Medical Center. COSI INC: Court Confirms First Amended Chapter 11 Plan ------------------------------------------------------ BankruptcyData.com reported that the U.S. Bankruptcy Court approved Cosi's First Amended Chapter 11 Plan. According to the documents filed with the Court, "The Plan provides for the reorganization of the Debtors and for their continued existence as the Reorganized Debtors with 100% of the stock of the Reorganized Debtors being owned by the Debtor' prepetition Noteholders and the distribution of Cash provided by an affiliate of such Noteholders to creditor. More specifically, after confirmation, the Debtors will continue operating their business, but the Debtors will have new ownership and a new capital structure, which will have been accomplished through confirmation of the Plan . . . the Plan is structured as what is commonly referred to as a 'pot plan' in that the Debtors have determined the value of their collective Business operations through the sale process in which LIMAB . . . was the successful bidder for substantially all of the Debtors' assets, and that value will be paid in to the Liquidating Trust to be distributed by the Liquidating Trustee to the Debtor's creditors." About Cosi Inc. Cosi, Inc., is an international fast-casual restaurant company featuring its crackly-crust flatbread and specializing in a variety of made-to-order hot and cold sandwiches, salads, bowls, breakfast wraps, "Squagels" (square bagels), melts, soups, flatbread pizzas, S'mores, snacks, deserts and a large offering of handcrafted, coffee-based, and specialty beverages. The company was first established in New York in 1996 and incorporated in Delaware in 1998. In 2002, Cosi became publicly traded company on the Nasdaq exchange under the symbol "COSI". Cosi and its subsidiaries filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 16-13704-MSH) on Sept. 28, 2016. The cases are assigned to Judge Melvin S. Hoffman. Prior to the petition date, the Debtors had 72 debtor-owned locations and 35 franchised locations and employed 1,555 people. The Debtors tapped Joseph H. Baldiga, Esq., and Paul W. Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP, as counsel; DLA Piper LLP (US) as special counsel; The O'Connor Group as financial consultant; BDO USA, LLP, as auditor and accountant; and Randy Kominsky of Alliance for Financial Growth, Inc., as chief restructuring officer. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee is represented by Lee Harrington, Esq., at Nixon Peabody LLP. Deloitte Financial Advisory Services LLP serves as its financial advisor. COSI INC: Wants Shareholders' Over $2.3M Claims Disallowed ---------------------------------------------------------- Rick Archer, writing for Bankruptcy Law360, reports that Cosi Inc. filed an objection to more than $2.3 million in claims by equity shareholders, saying that the claims should be disallowed as equity and derivative claims. Law360 relates that former Cosi executive Robert Dourney asked the Court to deny the Debtor's assumption of his noncompete agreement. About Cosi Inc. Cosi, Inc., is an international fast-casual restaurant company featuring its crackly-crust flatbread and specializing in a variety of made-to-order hot and cold sandwiches, salads, bowls, breakfast wraps, "Squagels" (square bagels), melts, soups, flatbread pizzas, S'mores, snacks, deserts and a large offering of handcrafted, coffee-based, and specialty beverages. The company was first established in New York in 1996 and incorporated in Delaware in 1998. In 2002, Cosi became publicly traded company on the Nasdaq exchange under the symbol "COSI". Cosi and its subsidiaries filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 16-13704-MSH) on Sept. 28, 2016. The cases are assigned to Judge Melvin S. Hoffman. Prior to the petition date, the Debtors had 72 debtor-owned locations and 35 franchised locations and employed 1,555 people. The Debtors tapped Joseph H. Baldiga, Esq., and Paul W. Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP, as counsel; DLA Piper LLP (US) as special counsel; The O'Connor Group as financial consultant; BDO USA, LLP, as auditor and accountant; and Randy Kominsky of Alliance for Financial Growth, Inc., as chief restructuring officer. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee is represented by Lee Harrington, Esq., at Nixon Peabody LLP. Deloitte Financial Advisory Services LLP serves as its financial advisor. CSI COMPRESSCO: Moody's Cuts CFR to B3; Outlook Stable ------------------------------------------------------ Moody's Investors Service downgraded CSI Compressco LP's (Compressco) Corporate Family Rating (CFR) to B3 from B2 and its Probability of Default Rating (PDR) to B3-PD from B2-PD. Moody's affirmed Compressco's Caa1 senior unsecured notes rating and SGL-3 Speculative Grade Liquidity Rating. The outlook was changed to stable from negative. "While Compressco has demonstrated relatively stable cash flows, underpinned by services that enhance production and facilitate natural gas gathering and transportation, the company's leverage metrics remain persistently high," stated Amol Joshi, Moody's Vice President. Issuer: CSI Compressco LP Rating Downgrades: -- Corporate Family Rating, downgraded to B3 -- Probability of Default Rating, downgraded to B3-PD Affirmations: -- Senior Unsecured Notes, affirmed Caa1 (LGD 5) -- Speculative Grade Liquidity Rating, affirmed SGL-3 Outlook Action: -- Outlook, Changed To Stable From Negative RATINGS RATIONALE Compressco's B3 CFR reflects Moody's expectations of gradually recovering EBITDA and leverage metrics over time, while Compressco's customers' credit quality strengthens due to higher oil and gas prices. Compressco's rating also considers the company's market position as one of the leading providers of compression services and its asset base of almost 6,000 compressors with over 1.1 million of total fleet horsepower. While still relatively small, Compressco's 2014 acquisition of Compressor Systems, Inc. positioned the company to compete with similar service providers including Archrock Partners, L.P. (Archrock, B1 stable). The CFR is supported by the company's relatively stable cash flows, underpinned by services that enhance oil and gas production and recoverable reserves, and facilitate natural gas gathering and transportation. It also reflects the volatility of new unit sales, representing roughly 17% of its 2016 revenues and its dependence on commodity prices, although new unit sales' relatively low margins compared to compression services reduces its impact on margin volatility. The rating also considers the structural risks inherent in the MLP business model characterized by high distribution pay-outs. The Caa1 senior unsecured notes rating reflects the size of the asset-based revolver's potential priority claim relative to the senior unsecured notes, which results in the notes being rated one notch beneath the B3 CFR under Moody's Loss Given Default (LGD) Methodology. If the proportion of secured debt to senior unsecured notes increases in the future and remains high for an extended period, the company's senior unsecured notes could get downgraded. Compressco's debt obligations are non-recourse to its general partnership owner Tetra Technologies, Inc. (Tetra, not rated), and are therefore evaluated on a standalone basis in terms of Moody's LGD analysis. Compressco should have adequate liquidity through 2017. The company had $20.8 million of cash and $85 million available under its asset-based revolving credit facility at December 31, 2016. Compressco's revolver is subject to financial covenants inclusive of a maximum Total Debt/EBITDA ratio, maximum Total Secured Debt/EBITDA ratio and minimum EBITDA/Interest Expense ratio. While Compressco will likely be unable to comply with the Total Debt/EBITDA covenant in the near-term, Moody's expects the company to be able to re-negotiate this financial covenant and remain in covenant compliance through 2017. There are no debt maturities until 2019 when the credit facility matures. Compressco has limited other sources of liquidity, given that its assets are encumbered. The stable outlook reflects Moody's expectation that Compressco's business gradually recovers and the company will be able to re-negotiate its covenants. The ratings could be considered for an upgrade if Compressco's debt-to-EBITDA approaches 5x, while EBITDA is sustained above $100 million with a distribution coverage ratio above 1.1x. If Compressco's total leverage ratio rises above 6.5x or interest coverage falls below 2.0x, then the ratings could be downgraded. The ratings could also be downgraded if liquidity significantly deteriorates. Headquartered in The Woodlands, TX, CSI Compressco LP is a publicly traded master limited partnership (MLP) providing primarily compression-based production enhancement services, and is controlled by Tetra Technologies, Inc. through its 2% General Partnership stake and approximately 43% Limited Partnership interest. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 2014. CT TECHNOLOGIES: S&P Affirms 'B' CCR & Revises Outlook to Negative ------------------------------------------------------------------ S&P Global Ratings revised the outlook to negative from stable and affirmed its 'B' corporate credit rating on Alpharetta, Ga.-based CT Technologies Intermediate Holdings Inc. (operating as CIOX Health). At the same time, S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $100 million senior secured second-lien term loan due 2022. The '6' recovery rating indicates S&P's expectation of negligible (0%-10%; rounded estimate 0%) recovery for the second-lien debt holders in the event of default. In addition, S&P affirmed its issue-level ratings on the existing first-lien debt with the recovery ratings unchanged at '3', indicating S&P's expectation of meaningful (50%-70%; rounded estimate 60%) recovery in the event of a default. "The outlook revision is primarily based on higher-than-expected integration-related operating expenses that CIOX incurred over the past year, leading to adjusted leverage above the current downside threshold of 7x," said S&P Global Ratings credit analyst Geoffrey Wilson. CTI BIOPHARMA: Expands License Agreement with Servier for PIXUVRI ----------------------------------------------------------------- Servier and CTI BioPharma Corp. jointly announced that they agreed to expand their existing license and development collaboration agreement for PIXUVRI (pixantrone). Under this expanded agreement, Servier will have rights to PIXUVRI in all markets except the US, where CTI BioPharma will retain the commercialization rights. Servier will pay CTI BioPharma EUR12 million with the potential for CTI BioPharma to receive EUR76 million in additional sales and regulatory milestone payments as well as royalties on net product sales. PIXUVRI has been granted conditional marketing authorization from the European Commission for the treatment of adult patients with multiply relapsed or refractory aggressive non-Hodgkin B-cell lymphoma (NHL). As a specific post-authorization requirement, PIXUVRI is currently being investigated in a Phase III clinical trial, PIX306. If positive, the results from this trial will confirm the treatment's current indication and could support broader indications. In 2014, CTI granted Servier rights to commercialize the drug globally except in Austria, Denmark, Finland, Germany, Israel, Norway, Sweden, Turkey, UK and the US. With this expanded agreement, which provides Servier's rights to all markets except the US, the companies will continue to work closely together to build the efficacy and safety evidence for PIXUVRI and to ensure that as many eligible patients as possible are benefitting from it. "Over the past three years, we have worked hand in hand with our partner, CTI BioPharma, to bring new treatment options to patients in Europe," said U. Marion Schrenk, MD, Head of Therapeutic Area Oncology of Servier. "We are looking forward to leveraging our expertise in these additional markets to ensure more eligible patients have access to PIXUVRI. Oncology is an important focus for us, and we are fully committed to working with our partners, researchers and scientists to provide patients with novel therapeutic options in areas with high unmet needs." "Servier is an important strategic partner for us and has helped bring PIXUVRI to many patients," said Adam R. Craig, president and CEO of CTI BioPharma. "We look forward to our expanded partnership as we aim to complete the PIX306 trial in the near-term." About PIXUVRI (pixantrone) PIXUVRI is a cytotoxic medicine that works by interfering with the DNA within cells and preventing them from making more copies of DNA. This means that the cancer cells in B-cell NHL cannot divide and eventually die. PIXUVRI is conditionally approved in the EU as monotherapy for the treatment of adult patients with multiply relapsed or refractory aggressive B-cell NHL. The benefit has not been established in patients when used as fifth line or greater chemotherapy in patients who are refractory to last therapy. About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. CTI Biophrma reported a net loss attributable to common shareholders of $52 million on $57.40 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $122.6 million on $16.11 million of total revenues for the year ended Dec. 31, 2015. The Company's balance sheet at Dec. 31, 2016, showed $63.84 million in total assets, $56.08 million in total liabilities and $7.75 million in total shareholders' equity. "We will need to continue to conduct research, development, testing and regulatory compliance activities with respect to our compounds and ensure the procurement of manufacturing and drug supply services, the costs of which, together with projected general and administrative expenses, is expected to result in operating losses for the foreseeable future. Additionally, we have resumed primary responsibility for the development and commercialization of pacritinib as a result of the termination of the Pacritinib License Agreement in October 2016, and we will no longer be eligible to receive cost sharing or milestone payments for pacritinib's development from Baxalta. We have incurred a net operating loss every year since our formation. As of December 31, 2016, we had an accumulated deficit of $2.2 billion, and we expect to incur net losses for the foreseeable future. Our available cash and cash equivalents were $44.0 million as of December 31, 2016. We believe that our present financial resources, together with payments projected to be received under certain contractual agreements and our ability to control costs, will only be sufficient to fund our operations into the third quarter of 2017. This raises substantial doubt about our ability to continue as a going concern," the Company stated in its annual report for the year ended Dec. 31, 2016. DIGICEL GROUP: Moody's Affirms B2 CFR; Outlook Remains Stable ------------------------------------------------------------- Moody's Investors Service has affirmed the B2 corporate family rating (CFR) and B2-PD probability of default rating (PDR) of Digicel Group Limited following the issuance of bank credit facilities by its subsidiary Digicel International Finance Limited. Moody's has assigned a Ba2 (LGD-1) rating, to DIFL's new $635 million term loan B, $100 million revolving credit facility and $300 million term loan A. The proceeds will be used to repay an $837 million credit facility at DIFL as well as for general corporate purposes. Moody's has also affirmed the B1 (LGD-3) rating on the unsecured notes of Digicel Limited ("DL") and the Caa1 (LGD-5) rating on the unsecured notes of DGL. The outlook remains stable. Assignments: Issuer: Digicel International Finance Limited -- Senior Secured Bank Credit Facility, Assigned Ba2 (LGD 1) Affirmations: Issuer: Digicel Group Limited -- Probability of Default Rating, Affirmed B2-PD -- Corporate Family Rating, Affirmed B2 -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD 5) Issuer: Digicel Limited -- Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD 3) Outlook Actions: Issuer: Digicel Group Limited -- Outlook, Remains Stable Issuer: Digicel Limited -- Outlook, Remains Stable RATINGS RATIONALE Digicel's B2 CFR reflects its product and geographic diversification, good margins, and leading market position. Digicel remains the largest wireless telecommunications carrier in the Caribbean holding the number one market position in 19 of its 25 Caribbean markets. Over the last several years, Digicel has expanded its service offering, mainly through M&A, to diversify revenues across business solutions, cable TV and broadband and media distribution since growth opportunities in these areas are now larger than in mobile. Digicel is undertaking a business transformation project that aims to reduce operating expenses by centralizing common support functions. The company expects to achieve significant headcount related expense savings and a working capital benefit from this project, which it has named "Project Swan." In addition, Digicel has entered into a five year agreement with ZTE for network equipment that it expects to result in more predictable capital spending. Digicel's rating is constrained by its high leverage of approximately 6.5x (Moody's adjusted, 12/31/16) and aggressive financial policy, which includes frequent debt funded acquisitions and opportunistic dividend payments. Additionally, Digicel's ratings are negatively impacted by its negative free cash flow, despite high margins, due to high capital intensity and interest costs. Despite modest underlying growth in constant currencies, Digicel's reported revenue and EBITDA have posted year-over-year declines for the past seven quarters. Dollar strength has moderated in 2017 but currency translation risk may continue to negatively affect Digicel in the near term, especially in the company's three largest geographies: Jamaica, Haiti and Papua New Guinea. Moody's views Digicel as having adequate liquidity and expects the company to have approximately $200 million in cash and full access to the new $100 million revolving credit facility issued by DIFL at the close of this refinancing transaction. Digicel generated negative free cash flow in both fiscal 2016 (ended 3/31/16) and fiscal 2017 (ended 3/31/17) due to elevated capex, but Moody's expects the company to reduce its cash burn in fiscal 2018 (ended 3/31/18) and approach breakeven. The company is in the final stages of network expansions/upgrades, fiber-to-the-home and cable expansions, upgrading acquired cable businesses, and 4G rollouts in the Caribbean and Pacific geographies. Moody's projects Digicel will continue to spend heavily on capex in FY18 but to a lesser degree due to the completion of capital initiatives and Digicel should transition to positive free cash flow in the FY18-FY19 period. Digicel maintains a $150 million unrated senior secured credit facility at its Digicel Pacific Ltd. subsidiary due in August of 2017. Moody's believes a portion of the proceeds raised from the new credit facilities may be used to repay the upcoming maturity in addition to cash on hand. The credit agreement governing the new bank facilities has two maintenance-based financial covenants (applicable only to the TLA) and Moody's expects Digicel to have adequate cushion under these covenants over the next 12 to 18 months. Digicel's maturity profile offers a short runway for an improvement in leverage and cash flow before maturities ramp sharply in 2020, when $2.25 billion of debt matures ($250m at DL in Feb. '20 and $2.0b at DGL in Sep. '20). Beyond 2020 Digicel faces $1 billion or more in annual maturities through 2023. Moody's will assess the company's progress towards reducing these maturity towers during 2017 and 2018. The ratings of Digicel's individual creditor classes reflect Moody's assessment of the average probability of default across the group and individual loss-given-default assessments of the debt classes. Moody's rates DIFL's senior secured credit facilities Ba2 (LGD-1) due to their senior position relative to the company's primary assets. Moody's rates senior unsecured notes issued by DL as B1 (LGD-3) due to their intermediate position in the capital structure and the loss absorption provided by the Caa1 (LGD-5) rated unsecured notes at DGL. The stable outlook reflects Moody's view that Digicel will grow revenues and EBITDA such that Moody's adjusted debt to EBITDA will return below 6x and will be sustained under that level within the rating horizon. Moody's could upgrade Digicel's rating if the company showed continued restraint with respect to dividends and if leverage were on track to fall below 4x debt to EBITDA (Moody's adjusted). A rating upgrade would also require Digicel to generate free cash flow in excess of 5% of total debt (Moody's adjusted) on a sustained basis while maintaining very good liquidity. The ratings could be downgraded if leverage is sustained above 6x debt to EBITDA (Moody's adjusted). Further, Digicel's ratings could be downgraded if the company does not make material progress addressing its large maturity towers by at least mid 2018 or if the company uses a material amount of cash for shareholder returns. The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Incorporated in Hamilton, Bermuda, Digicel is the largest provider of wireless telecommunication services in the Caribbean. The company operates in 31 markets in the Caribbean and South Pacific regions. In addition, the company provides a comprehensive range of business solutions, cable TV and broadband and other related products and services. The company also operates a wireless network in Panama through its 45% ownership interest in affiliate, Digicel Holdings (Central America) Limited. Moody's expects revenue of approximately $2.5 billion over the succeeding twelve months. DIGICERT HOLDINGS: Moody's Affirms B3 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed DigiCert Holdings, Inc.'s B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating and the B1 rating of its existing first lien term loan. Moody's also upgraded the rating for its existing first lien revolving credit facility to B1 from B2 and withdrew the B2 rating for the $260 million of first lien term loan that DigiCert no longer plans to issue. The ratings outlook is stable. RATINGS RATIONALE The B1 ratings for the first lien credit facilities reflect the status quo in the capital structure as DigiCert canceled the plans to refinance a portion of its second lien term loan using the proceeds from a larger first lien term loan. The B1 rating for the first lien credit facilities benefits from the sizeable second lien debt in the capital structure. The B3 CFR reflects DigiCert's modest scale resulting from its niche focus in the Secure Socket Layer encryption certificates market. The company operates in a fragmented market which is dominated by Symantec and there is limited differentiation in the product offerings among providers due to the standardization of the certificates. The rating is supported by DigiCert's good growth prospects and high revenue retention rates that drive very good free cash flow generation. Moody's expects revenues to grow in the high single digit rates and free cash flow of about 8% to 9% of total debt over the next 12 to 18 months. DigiCert has good liquidity. The stable ratings outlook reflects DigiCert's good revenue growth and free cash flow relative to total debt. Given DigiCert's modest scale, a ratings upgrade is not expected in the near term. The ratings could be upgraded if operating scale increases from strong revenue growth or business diversification and if DigiCert sustains leverage below 6.5x (Moody's adjusted, total debt to EBITDA) and free cash flow in excess of 10% of total debt. Conversely, Moody's could downgrade the ratings if revenue growth declines significantly and free cash flow to debt falls to the low single digit percentages of total debt. In addition, deterioration in liquidity or aggressive financial policies could trigger a ratings downgrade. Affirmations: Issuer: DigiCert Holdings, Inc. -- Corporate Family Rating, B3 -- Probability of Default Rating, B3-PD Existing first lien term loan due 2021, B1 (LGD 3) Upgrade: Issuer: DigiCert Holdings, Inc. -- $15 million Senior Secured Revolving Credit Facility, B1 (LGD3) from B2 (LGD3) Withdrawals: -- $260 million Senior Secured Term Loan, B2 (LGD3) Outlook Actions: Issuer: DigiCert Holdings, Inc. -- Outlook, Stable DigiCert Holdings, Inc. is a Secure Sockets Layer Certificate Authority and a leading provider of digital certificate lifecycle management solutions. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. DOMINION PAVING: Taps Motleys Asset as Broker and Auctioneer ------------------------------------------------------------ Dominion Paving & Sealing Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire a broker and auctioneer. The company proposes to hire Motleys Asset Disposition Group to broker a sale of certain equipment, and thereafter conduct an auction to liquidate the remaining equipment it owns. Motleys will get a commission of 10% of the proceeds from any brokered sale, and 7% of the proceeds from any auction sale. David Barlow disclosed in a court filing that his firm has no connection with Dominion or any of its creditors adverse to the interest of the company. The firm can be reached through: David Barlow Motleys Asset Disposition Group 3600 Deepwater Terminal Road Richmond, VA 23234 Phone: (804) 232-3300 About Dominion Paving Dominion Paving & Sealing, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 15-32966) on June 10, 2015. The petition was signed by Stephen H. Parham, president. The case is assigned to Judge Keith L. Phillips. LeClairRyan, A Professional Corporation is the Debtor's bankruptcy counsel. At the time of the filing, the Debtor estimated its assets at $1 million to $10 million. The Debtor did not provide its liability estimates. On August 8, 2016, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The plan proposes to pay general unsecured creditors 35% of their claims. DOW RUMMEL: Fitch Assigns 'BB' Rating to Series 2017 Revenue Bonds ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB' rating to the expected issuance of approximately $29.6 million City of Sioux Falls, South Dakota health facilities revenue bonds, series 2017 on behalf of Dow Rummel Village (DRV). In addition, Fitch has affirmed the 'BB' rating on approximately $23 million outstanding City of Sioux Falls, South Dakota health facilities revenue refunding bonds, series 2016 that were issued on behalf of DRV. The majority of the proceeds from the series 2017 bonds will be used to finance a renovation and expansion project on DRV's existing campus, including construction of 30 new assisted living units (ALUs) and 30 memory care units (16 net new), an expansion to its 'Village Center' and other common areas, and the demolition of four cottage buildings, consisting of nine independent living units (ILUs). Remaining proceeds will be used to fund capitalized interest and a debt service reserve fund, and pay the costs of issuance. The bonds are expected to sell via negotiated sale the week of May 1. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of DRV's gross revenues, a first mortgage lien and a debt service reserve fund, equal to maximum annual debt service (MADS) on the bonds. KEY RATING DRIVERS CAMPUS REPOSITIONING AND EXPANSION PROJECT: This debt issuance was incorporated in Fitch's initial 'BB' rating assignment in September 2016. This phase of DRV's capital plan involves a large scale campus repositioning and expansion project that will add 16 new memory care and 30 new high-acuity ALUs. Total cost for the expansion project is estimated at $35.6 million, of which approximately 80% will be funded with the proceeds from the series 2017 bonds, with the balance coming from a combination of fundraising and internal equity. HEAVY PRO FORMA DEBT BURDEN: The series 2017 debt will more than double DRV's current debt load, resulting in pro forma ratios that compare unfavorably to Fitch's below-investment grade category medians. Pro forma MADS, including the series 2017 bonds, is estimated at $3.5 million, equating to a high 24% of fiscal 2016 revenues. SOLID OCCUPANCY: DRV's average occupancy across all levels of care has been at or above 94% in each of the last four years. Approximately 98% of the skilled nursing facility beds (SNFs), 100% of memory care, 99% of ILUs and 94% of ALUs were occupied as of Feb. 28, 2017. In addition, DRV maintains a solid waitlist for units across the continuum. STRONG PROFITABILITY, LIQUIDITY METRICS: Profitability and liquidity metrics are solid. Operating ratio of 87.5%, net operating margin-adjusted of 25.1% and days cash on hand of 490 in fiscal 2016 (year-end April 30) compare favorably to Fitch's below-investment grade medians. Despite some operating pressures in fiscal 2017, five-year projections show liquidity and profitability metrics returning to their historical averages. COMPETITIVE MARKET POSITION: DRV operates in a very competitive environment for senior living facilities in Sioux Falls. DRV has maintained strong historical occupancy, but Fitch has some concerns about its location and physical plant aesthetics as a potential hindrance to future marketing efforts. Even so, DRV's reputation is favorable, and it is one of only three retirement facilities to provide a SNF as part of its continuum of care. RATING SENSITIVITIES LARGE CONSTRUCTION PROJECT: Construction and project management risks from Dow Rummel Village's sizeable capital project could potentially cause negative rating pressure, if it were to experience cost overruns, service disruptions, and/or slower than anticipated fill-up of the new AL and memory care units. OPERATING PROFILE MAINTENANCE: The 'BB' rating assumes that DRV's current operating profile, characterized by high occupancy and solid operating metrics, remains stable over the next few years and that project performance will be in line with projections. A deviation from this performance could pressure the rating. CREDIT PROFILE DRV is a Type-C continuing care retirement community (CCRC) situated on 13.2 acres in Sioux Falls, South Dakota. It consists of 114 ILUs, 31 IL/AL 'flex' apartments, 35 ALUs, 14 memory care units, and a 50-bed SNF. DRV offers both an entrance fee model and rental-only options. Approximately 90% of ILU residents pay an entrance fee. Entrance fee residents also pay a monthly service fee. ILU entrance fees are up to 70% refundable, declining 5% per year, with refunds payable upon re-occupancy of the unit and receipt of a new entrance fee. Fitch believes DRV's entrance and monthly service fees are competitive for the market. LARGE CAPITAL PLAN The issuance of the series 2017 represents the second phase of DRV's two-phased capital plan. The first phase was funded with the series 2016 bond issuance, which refinanced all of DRV's outstanding debt and generated cash flow savings of approximately $675,000 per year. Proceeds from the series 2017 bonds will be used to finance construction of a two-story building that will house 30 memory care units and 30 new high-acuity ALUs on DRV's existing campus. The new ALU building will be constructed on the site of nine ILU garden cottages, which are slated to be demolished. The construction of the ALU building will be followed by expansions and renovations to DRV's 'Village Center' and other common areas. Once constructed, the new building will add 30 new ALUs and 16 new memory care units to DRV's existing complement of offerings, for a total of 65 ALUs and 30 memory care units across the campus. Total project cost, including the demolition of the cottages, is estimated at $35.6 million. Net of the series 2017 debt, the balance of the cost is expected to be funded through a combination of fundraising and internal equity. A Guaranteed Maximum Price (GMP) contract is in place for the project. Capitalized interest will be funded in the amount of 60% of the interest due for 30 months during the construction and fill-up phases of the project. Current project timeline calls for construction on the ALU building to commence in mid-May 2017 and the new units to open by February 2019. Once this building is open, construction will begin on the new common areas, with all construction expected to be complete by the end of 2019. The new ALUs and memory care units are expected to reach stabilized occupancy by March 2020. Following stabilization, the additional units are expected to be modestly accretive to DRV's cash flow, factoring in the additional costs associated with staffing and maintaining high acuity and memory care ALUs. The addition of the combined 46 units is projected to add an incremental approximate $900,000 to EBITDA in fiscal 2022. COMPETITIVE MARKET DRV operates in a very competitive environment for retirement facilities in Sioux Falls. There are nine comparable retirement facilities in its primary market area, with a large, new community having recently opened, and ongoing expansion and renovation of existing competitors. DRV's favorable reputation, strong historic utilization and position as one of only three area facilities to offer a SNF all help it to maintain its competitive position within the market. However, Fitch does harbor concerns about DRV's location in the industrial, north side of Sioux Falls, and its mature physical plant aesthetics as a potential hindrance to marketing efforts over a long-term time horizon. DRV's average age of plant is 14.1 years, which compares unfavorably to Fitch's below-investment grade category median of 12.2 years. SOLID OPERATIONAL PERFORMANCE DRV has a history of stable profitability and liquidity metrics, which have compared favorably to Fitch's below-investment grade medians. For fiscal 2016, DRV generated solid financial performance with an 87.5% operating ratio, 25.1% net operating margin-adjusted (NOMA), and 490 days cash on hand (DCOH), compared to respective below-investment grade medians of 97.8%, 20%, and 256 DCOH. Pro forma MADS coverage was 1.4x in fiscal 2016, but this was largely due to a one-time, $1.3 million transfer of all assets of the Baron & Emilie Dow Home, Inc. Foundation, which no longer exists. Fitch calculates a pro forma MADS coverage ratio of 1.1x for fiscal 2016, excluding this one-time contribution. DRV will be tested on actual debt service, which will be lower than MADS during the construction period due to capitalized interest. Historically solid operations have been supported by high occupancy across all three levels of care, with aggregate average occupancy of over 95% across the continuum for the past four fiscal years. As of Feb. 28, 2017, approximately 98% of SNFs, 99% of ILUs, 94% of ALUs and 100% of memory care units were occupied. In addition, DRV maintains a solid waitlist totaling 62 for units across the continuum. DRV experienced some operating pressures in the first nine months of fiscal 2017 (unaudited), due to increased expenses relating to employee health benefits and decreased resident service revenues, as the nine cottages vacated more quickly than anticipated. As a result, DRV posted deteriorated 96.8% operating ratio and 9.1% NOMA as of Jan. 31, 2017, excluding $1.9 million of contributions to the capital campaign, which are indicated in the Plan of Finance as funding the current project. Management reports performance has improved in the fourth quarter of 2017 and expects to close fiscal year 2017 about $50,000 lower than budgeted operating income of $1.3 million, or negative $418,000, excluding revenues and expenses associated with the capital campaign. DRV's elevated expense base and escalated costs associated with staffing the new ALUs have been incorporated into financial projections, which forecast an 84.6% operating ratio, 29.1% NOMA and 409 DCOH in fiscal 2022. DEBT PROFILE DRV's only currently outstanding debt is the approximately $23 million series 2016 bonds, which refunded all of its previously outstanding debt in late summer of 2016. DRV has neither variable rate debt, nor swap exposure. The series 2017 borrowing results in a very high debt burden, with pro forma ratios of 85% debt-to-capitalization and 28% cash-to-debt that compare unfavorably to Fitch's respective below-investment grade medians of 79.5% and 34.9%. COVENANTS AND DISCLOSURE DRV covenants to maintain 1.15x debt service coverage and 180 days cash on hand, with a requirement to retain a consultant should ratios fall below these levels. It is also subject to an additional bonds test. DRV covenants to provide annual audits within 150 days of fiscal year-end and quarterly disclosure within 45 days of each quarter-end. DOWN HOUSE: Taps Debbie Filipovitch of Amorcil as Bookkeeper ------------------------------------------------------------ Down House Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Debbie Filipovitch of Amorcil Business Group, LLC as its bookkeeper. Ms. Filipovitch will assist the Debtor in providing financial information for its bankruptcy plan, gather information for the income and sales tax returns, and assist in the preparation of payroll tax returns. Ms. Filipovitch will be paid an hourly fee of $65 or up to $1,500 per month, and will be reimbursed for work-related expenses. Ms. Filipovitch is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Ms. Filipovitch maintains an office at: Debbie Filipovitch Amorcil Business Group, LLC 3 Yellowood Court The Woodlands, TX 77380 Tel: (713) 726-4897 The Debtor is represented by: Reese W. Baker, Esq. Baker & Associates 5151 Katy Freeway, Suite 200 Houston, TX 77007 Phone: (713) 869-9200 Email: courtdocs@bakerassociates.net About Down House Ventures LLC Based in Houston, Texas, Down House Ventures LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-32089) on April 4, 2017. The petition was signed by Chris Cusack, president. The case is assigned to Judge Jeff Bohm. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. EMBLEM HEALTH: A.M. Best Lowers Financial Strength Rating to C++ ---------------------------------------------------------------- A.M. Best has downgraded the Financial Strength Rating to C++ (Marginal) from B (Fair) and the Long-Term Issuer Credit Ratings to "b+" from "bb" of Health Insurance Plan of Greater New York (HIP), HIP Insurance Company of New York, Group Health Incorporated (GHI) and ConnectiCare, Inc. (Farmington, CT). All companies are subsidiaries of EmblemHealth, Inc. and domiciled in New York, NY, unless otherwise specified. Concurrently, A.M. Best has placed these Credit Ratings (ratings) under review with negative implications. The rating downgrades reflect the sizeable decrease in capital at the lead operating company, HIP, and a significant decline in the group's risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio, in 2016. At year-end 2016, HIP noted in its financial statements that it was below New York state's minimum statutory reserve requirements of 12.5% of net premiums written and submitted a plan to restore its statutory reserve requirement to the state. However, A.M. Best notes that both GHI and ConnectiCare were above their respective state's statutory reserve requirements. Additionally, significant losses for 2016 were attributable to the Medicare Advantage and Medicaid lines of business. These losses were partially offset by the sale of real estate, which generated substantial realized gains. The under review with negative implications status reflects the capital plan filed with New York state, the significant decline in EmblemHealth's capital and surplus and a multi-year trend of sizeable losses. The ratings will remain under review with negative implications pending further discussion with the company's management team in late April 2017 regarding the filed capital plan and observed current trends. EMPRESAS PLAYA: Unsecureds May Recover 2% Under Plan ---------------------------------------------------- Empresas Playa Joyuda, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement dated April 24, 2017, describing the Debtor's Chapter 11 plan. Class 4 General Unsecured Claims -- estimated between the creditors that filed their proofs of claim and the ones that were scheduled by Debtor and did not file a proof of claim in the amount of $1,582,932.53 -- are to be treated as follows: -- Proposed treatment A: this class' allowed unsecured claims will be paid in the following matter: the Debtor will award a total sum of $31,658.65 which represents a 2% distribution for this class. This class' allowed unsecured claims will be paid in 60 equal monthly installments $527.64; each payment will be distributed pro rate amount all creditors and claimants included in this class. Since the liquidation value in this case is for 0% this class would receive less distribution if Debtor's debts were liquidated under a Chapter 7. If a default in the monthly payments to these creditors were to occur, they would be entitled to collect the past due payments; -- Proposed treatment B: in the alternative that Debtors 3012 Motion to determine the Valuation of Secured Creditor's Claim Pursuant to 11 U.S.C. Section 506(A) and Federal Rule of Bankruptcy Procedure 3012 is denied and the amount claimed to be treated as secured, this class' allowed unsecured claims will be paid in the following matter: the Debtor will award a total sum of $2,696.54 which represents a 2% distribution for this class. This class' allowed unsecured claims will be paid in 60 equal monthly installments $44.94; each payment will be distributed pro rate amount all creditors and claimants included in this class. Since the liquidation value in this case is for 0% this class would receive less distribution if the Debtor's debts were liquidated under a Chapter 7. If a default in the monthly payments to these creditors were to occur, they would be entitled to collect the past due payments. This class is impaired; and -- Proposed treatment C: Triangle REO PR 2 Corp. has stated the possible intention to make 1111(b)(2) election under the Bankruptcy code. If that is the case, this class' allowed unsecured claims will be paid in the following matter: the Debtor will award a total sum of $2,696.54 which represents a 2% distribution for this class. This class' allowed unsecured claims will be paid in 60 equal monthly installments $44.94; each payment will be distributed pro rate amount all creditors and claimants included in this class. Since the liquidation value in this case is for 0% this class would receive less distribution if the Debtor's debts were liquidated under a Chapter 7. If a default in the monthly payments to these creditors were to occur, they would be entitled to collect the past due payments. This class is impaired. The Plan will be funded with cash available proceeds from the revenue that the hotel generates, after paying operating expenses and taxes. The Disclosure Statement is available at: http://bankrupt.com/misc/prb15-09594-177.pdf About Empresas Playa Joyuda Empresas Playa Joyuda, Inc., owns and operates a hotel located at State Road 102 Km 14.3 Playa Joyuda, Cabo Rojo, Puerto Rico. Empresas filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 15-09594) on Dec. 1, 2015. The petition was signed by Cesar Perez Perichi, president and treasurer. The Debtor is represented by Victor Gratacos Diaz, Esq., at Gratacos Law Firm, PSC. The Debtor disclosed $939,685 in assets and $2.74 million in liabilities. ENRIZON WORLDWIDE: Unsecureds to be Paid in Full Plus Interest -------------------------------------------------------------- Enrizon Worldwide, Inc., and Roger Schlossberg, Esq., at Schlossberg, Mastro & Scanlan, as Chapter 7 trustee for the bankruptcy estate of Kristina L. Roberts and the sole director and shareholder of the Debtor, filed with the U.S. Bankruptcy Court for the District of Maryland a disclosure statement dated April 24, 2017, for plan of liquidation dated March 31, 2017. Allowed Class 1 Claims will be paid in full. Each holder of a claim in this class will receive either: "(i) if such class has accepted the plan, deferred cash payments of a value, as of the effective date of the plan, equal to the allowed amount of such claim; or (ii) if such class has not accepted the plan, cash on the effective date of the plan equal to the allowed amount of such claim." A holder of a Class 1 Claim may agree to less favorable treatment of the claim. A Class 1 Claim that is a disputed claim or the subject of an avoidance action will not receive any distribution unless and until the claim becomes an allowed claim. The Debtor's Schedule E does not list any known amounts for any of the scheduled unsecured priority claims. No Section 507(a)(7) proofs of claims were filed. Class 1 Claims are unimpaired. Allowed Class 2 Unsecured Claims will be paid in full after payment of Allowed Administrative Claims, Allowed Priority Tax Claims, and Allowed Priority Claims plus interest at the federal rate pursuant to 11 U.S.C. Section 726 and 28 U.S.C. Section 1961(a). The Debtor's Schedule F lists Unsecured Nonpriority Claims totaling an unknown amount. While none of the claims on Schedule F are listed as contingent, unliquidated or disputed, the Schedules were filed when the Chapter 7 Trustee was still completing his investigation into the claims. The Debtor anticipates amending its schedules shortly. The Debtor expects that each claim will be disputed in its amended schedules. Class 2 Claims are not impaired by the Plan. On Sept. 1, 2015, the Court entered an order approving compromise and settlement, that approved the motion for approval of proposed compromise and settlement. Pursuant to the compromise contained in the Motion, the Chapter 7 Trustee and Kristina Roberts have agreed that with respect to post-petition work, the Chapter 7 Trustee and Ms. Roberts will share equally, on a dollar-for-dollar basis, all earnings, income or proceeds derived in any fashion from Ms. Roberts' post-petition work. Additional payments due to Enrizon and/or the Trustee from S&S continue to accrue under existing pre-petition contracts that remain the subject of active investigation and litigation by the Chapter 7 Trustee. Collectively, these contracts include but are not limited to the S&S Contracts. The proceeds from these Contracts, as appropriate, will be used to fund the Plan. On Jan. 19, 2017, the Debtor's special litigation counsel filed the following adversary proceedings and the proceeds recovered will also fund the Plan. The Contract Proceeds and the Litigation Proceeds will fund the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/mdb15-10863-80.pdf Headquartered in Hagerstown, Maryland, Enrizon Worldwide, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 15-10863) on Jan. 21, 2015, estimating its assets at between $500,000 and $1 million and liabilities at between $1 million and $10 million. The petition was signed by Roger Schlossberg, Ch. 7 Trustee, sole director. Judge Paul Mannes presides over the case. Paul Sweeney, Esq., at Yumkas, Vidmar & Sweeney, LLC, serves as the Debtor's bankruptcy counsel. ENVIRO BUILDERS: Case Summary & 6 Unsecured Creditors ----------------------------------------------------- Debtor: Enviro Builders, LLC 2836 Highway 41 South Elko, GA 31025 Case No.: 17-50883 Business Description: Enviro is a small business debtor as defined in 11 U.S.C. Section 101(51D). The Company is a building contractor whose principal assets are located at 345 Airport Road Montezuma, GA 31063. It previously filed for bankruptcy protection on Oct. 24, 2014 (Bank. M.D. Ga. Case No. 14-52558). Chapter 11 Petition Date: April 26, 2017 Court: United States Bankruptcy Court Middle District of Georgia (Macon) Debtor's Counsel: Wesley J. Boyer, Esq. BOYER LAW FIRM, L.L.C. 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: 478-742-6481 E-mail: wjboyer_2000@yahoo.com Wes@WesleyJBoyer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Wendell J. Kersey, Sr., managing member. A copy of the Debtor's list of six unsecured creditors is available for free at http://bankrupt.com/misc/gamb17-50883.pdf ESSAR STEEL: Great Lakes Asks Court to OK $33M Proof of Claim ------------------------------------------------------------- Creditor Great Lakes Gas Transmission Limited Partnership, in a response to objections filed by the Official Committee of Unsecured Creditors and the U.S. Bank National Association to Essar Steel Minnesota LLC and ESML Holdings Inc.'s Rule 9019 motion, urges the U.S. Bankruptcy Court for the District of Delaware to allow a $33 million proof of claim that would settle a long-running contract dispute with the natural gas transporter. In October 2009, Great Lakes filed suit for breach and repudiation of a natural gas transportation contract and tariff against Debtor Essar Steel Minnesota LLC nka Mesabi Metallics Company LLC's and its affiliates, Essar Steel Limited fka Essar Steel Holdings, Ltd.; Essar Steel India Limited fka Essar Steel Limited; and Essar Global Fund Ltd. fka Essar Global Limited in the U.S. District Court for the District of Minnesota. Over the course of the next several years, the district court, as a matter of law, rejected each of ESML's and the Essar Co-Defendants' counterclaims, determined that ESML breached and repudiated the contract, and held that each and every one of ESML's defenses were factually and legally meritless. After conducting extensive discovery and numerous depositions, the Essar Co-Defendants made an offer of judgment to be liable for any amounts assessed against ESML. In August 2015, a jury awarded Great Lakes approximately $32.9 million for its claims. Although the Eighth Circuit Court of Appeals recently determined the district court lacked subject-matter jurisdiction, Great Lakes has a virtually identical lawsuit pending in state court in Minnesota against the same defendants for the same claims. Indeed, having had the benefit of a six-year "dry run" culminating in a jury verdict, ESML wisely agreed to the full amount of Great Lakes' claim. In exchange, Great Lakes agreed to withdraw its objection to release of the supersedeas bond posted in ESML's favor before the appeal process is complete so that approximately $22 million would be immediately available to the estate. Great Lakes' and ESML's agreement is memorialized in the certificates of counsel filed on March 11, 2017, as well as Debtors' First Amended Disclosure Statement filed on March 16, 2017. Neither the Committee nor U.S. Bank objected. On March 20, 2017, pursuant to Great Lakes' and ESML's agreement, the district court ordered release of the supersedeas bond to the estate. Great Lakes says that only after the estate has received the benefit of the $22 million collateral securing the bond, the Committee and U.S. Bank object to ESML's Rule 9019 motion based on nothing more than on the purported strength of ESML's counterclaims and defenses to Great Lakes' claim, which already have been rejected by a federal court. Tellingly, even the Debtors do not dispute that a U.S. District Court rejected, as a matter of law, each and every one of ESML's and the Essar Co-Defendants' claims and defenses over the course of six years of litigation. That litigation was protracted and costly for both sides. In fact, ESML and the Essar Co-Defendants employed five law firms, including Fried Frank, Paul Hastings, the second largest firm in Minnesota -- Fredrikson & Byron, and a prominent local trial firm that was retained to handle the three-day trial in Duluth. Despite being ably and tenaciously represented, ESML and the Essar Co-Defendants lost at each and every turn because their claims and defenses simply had no merit. According to Great Lakes, the Committee's and U.S. Bank's objections to the Rule 9019 motion are particularly confounding, since re-litigation of Great Lakes' claim potentially will cost the estate millions it does not have. The estate has approximately $2 billion in unsecured claims, and there will be no distributions to unsecured creditors unless the estate wins additional funds through adversary litigation. There simply is no reason to spend money to fund another round of costly litigation against Great Lakes that will once again reach the same result. The Debtors already recognize this, and have agreed to Great Lakes' claim. The Committee and U.S. Bank, however, cannot explain why fighting this claim will do anything but further diminish the estate's already nonexistent resources, Great Lakes states. The judgment will allow Great Lakes to proceed with its claim in the state court in Minnesota, where its claims against the non-debtor Essar Co-Defendants remain pending. U.S. Bank characterizes this agreement as an attempt to do "mischief," but its argument is without merit. Great Lakes is seeking recovery against three non-debtors, which recovery will not impede the bankruptcy process or diminish the estate in any way. Although ESML has filed an adversary proceeding against one of those non-debtors -- Essar Global Fund Ltd. fka Essar Global Limited -- the claims asserted in the adversary proceeding are not mutually exclusive of Great Lakes' pending claims in Minnesota. Great Lakes' claims against the Essar Co-Defendants, including Essar Global, are personal to Great Lakes and could not have been brought by ESML both because they are not claims belonging to the estate and because they would have been time-barred as of the commencement of the bankruptcy. Accordingly, Great Lakes has standing to pursue its claims, and entry of a judgment in Great Lakes' favor in order to aid its pursuit of the non-debtors in Minnesota will not be detrimental to the estate. A copy of the Response is available at: http://bankrupt.com/misc/deb16-11626-913.pdf About Essar Steel Minnesota Essar Steel Minnesota LLC, now known as Mesabi Metallics Company LLC, and ESML Holdings Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July 8, 2016. The bankruptcy petition was signed by Madhu Vuppuluri, president and chief executive officer. The Debtors are represented by Craig H. Averich, Esq., at White & Case LLP and John L. Bird, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP. Epic Bankruptcy Solutions, LLC, serves as claims and noticing agent. The cases are assigned to Judge Brendan Linehan Shannon. ESML Holdings Inc. estimated assets at $1 billion to $10 billion and debts at $500 million to $1 billion. Essar Steel Minnesota LLC estimated assets and debts at $1 billion to $10 billion. Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016, appointed the official committee of unsecured creditors of ESML Holdings, Inc., and its affiliates. The Committee hired Andrew K. Glenn, at Kasowitz Benson Torres & Friedman LLP, to act as counsel. David MacGreevey, at Zolfo Cooper, LLC, to serve as financial advisor. Garvan F. McDaniel, at Hogan McDaniel, to act as Delaware counsel. EVEREST MERGER: Moody's Assigns B3 CFR; Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned first time ratings to Everest Merger Sub, Inc., including a B3 corporate family rating and a B3-PD probability of default rating. Instrument ratings are detailed below. The rating outlook is stable. The proceeds from the new facilities will be used to finance the acquisition of Transcendia by West Street Capital Partners VII, a family of funds, advised by Goldman Sachs's merchant banking division, as well as to pay fees and expenses associated with the transaction. The purchase price is supported by an undisclosed equity investment by West Street Capital Partners VII. The equity investment is pure common stock and not expected to have a dividend, PIK or accrete. The transaction is expected to close in early May. Initially the rating is expected to be assigned to Everest Merger Sub, Inc. and then to Transcendia Holdings, Inc. upon closing. Moody's took the following actions: Issuer: initially Everest Merger Sub, Inc. and then Transcendia Holdings, Inc. Assignments: -- Corporate Family Rating, Assigned B3 -- Probability of Default Rating, Assigned B3-PD -- Backed Senior Secured 1st Lien Bank Credit Facilities, Assigned B2 (LGD3) -- Backed Senior Secured 2nd Lien Bank Credit Facility, Assigned Caa2 (LGD5) Outlook Actions: -- Outlook, Assigned Stable The ratings are subject to the receipt and review of the final documentation. RATINGS RATIONALE The B3 corporate family rating reflects the company's high leverage, lack of contractual cost pass-throughs, industry structure and small scale. The company lacks long-term contractual cost pass-through provisions on the majority of its business. Transcendia operates in a fragmented and competitive industry where it has greater scale than many competitors, but is significantly smaller than rated competitors. The industry also has a significant number of private, unrated competitors. The rating also reflects an aggressive financial policy and acquisition-related event risk. The rating is supported by some exposure to more stable end markets and the company's long standing relationships with its customers including many blue-chip names. Approximately 28% of sales are generated from food and beverage and health care end markets. The company has an average relationship of 23 years with its top ten customers who generate approximately 26% of sales. The stable outlook reflects an expectation that Transcendia will execute on its operating and integration plans and dedicate free cash flow to debt reduction. The ratings could be upgraded if the company sustainably improves credit metrics within the context of a stable operating and competitive environment while also maintaining adequate liquidity and appropriate financial policies. Specifically, the ratings could be upgraded if debt/EBITDA declines below 5.5 times, EBITDA to interest expense increases above 3.0 times and funds from operations to debt increases above 8.5%. The ratings could be downgraded if credit metrics, the operating and competitive environment, or liquidity deteriorates. Transcendia could also be downgrade if the company undertakes a large debt-financed acquisition or dividend. The ratings could also be downgraded if the company fails to execute on its integration and operating plans. Specifically, the ratings could be downgraded if debt/EBITDA remains above 6.0 times, EBITDA to interest expense declines below 2.0 times and funds from operations to debt remains below 6.0%. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. Headquartered in Franklin Park, IL, Everest Merger Sub, Inc. (Transcendia Holdings, Inc.) is a provider of engineered specialty films materials across a range of end-markets. The company manufactures specialty films by extrusion of resin or converting film for specific customer applications. Transcendia has 17 manufacturing facilities and 12 distribution centers (7 are third-party-operated) globally. The company earns approximately 80% of sales in North America and 18% of sales in Europe. Transcendia generated approximately $412 million in 2016 pro forma for the recent acquisitions and will be a portfolio company of West Street Capital Partners VII. EXCELITAS TECHNOLOGIES: Moody's Affirms Caa1 Corp. Family Rating ---------------------------------------------------------------- Moody's Investors Service affirmed its ratings for Excelitas Technologies Holding Corp., including the company's Caa1 Corporate Family Rating (CFR), Caa1-PD Probability of Default Rating (PDR), and B3 ratings for its first lien senior secured bank credit facilities. The ratings outlook remains stable. Excelitas has largely addressed various operational challenges that have adversely its business and financial performance over the last several years. The company has been gaining momentum with revenue growth driven by new contracts and expanding margins that Moody's expects will support modest improvement of credit metrics in 2017 from current weak levels. However, given just an adequate liquidity profile and a material debt burden relative to the company's size and expected earnings profile, the refinancing of bank credit facilities over the next 12-18 months could become more challenging. The following is a summary of Moody's ratings and rating actions for Excelitas Technologies Holding Corp.: Corporate Family Rating, affirmed at Caa1 Probability of Default Rating, affirmed at Caa1-PD $40 Million Senior Secured First Lien Revolving Credit Facility due 2018, affirmed at B3 (LGD3) $40 Million Senior Secured First Lien Delayed Draw Term Loan due 2020, affirmed at B3 (LGD3) $620 Million Senior Secured First Lien Term Loan B due 2020, affirmed at B3 (LGD3) Outlook, Maintained at Stable RATINGS RATIONALE The ratings for Excelitas broadly reflect the company's high financial leverage, with Moody's-adjusted Debt-to-EBITDA in excess of 7x, and weak cash flow based credit metrics, including free cash flow of less than 2% of Moody's-adjusted debt. Although some financial and operational performance improvement is anticipated in 2017-18, modest cash balances and revolver availability relative to the company's size provide only limited financial flexibility to address debt maturities over the next several years. The volatility of the company's earnings and cash flow generation due to foreign exchange exposure, cyclicality within its end markets and clustered contract revenues in certain business lines also serves to constrain ratings. However, ratings are supported by Excelitas' geographic, product line, customer and end market diversification. The company has a strong position in the highly technical and global custom designed photonics space and serves a blue-chip customer base. The $40 million first lien senior secured revolver due October 2018 ($3 million of borrowings outstanding at January 1, 2017) and the first lien senior secured term loan due October 2020 ($632 million outstanding) are each rated B3 (LGD3), one notch above the Caa1 CFR. The one notch difference reflects the facilities' first priority claim on all present and future assets of Excelitas, guarantees from domestic subsidiaries and senior-ranking claim relative to the unrated second lien secured term loan due April 2021 ($263 million outstanding). The Caa1-PD PDR is in line with the CFR given the multi-class secured debt capital structure, as well as Moody's expectations of an average family recovery in a distress scenario. Excelitas will have adequate liquidity over the next twelve months, with approximately $25 million of cash balances and modestly positive free cash flow augmented by external sources of liquidity in the form of $20-$30 million available under the revolver (albeit subject to a tight financial covenant under its springing test, when applicable). The stable outlook reflects Moody's expectation that the company will improve its key credit metrics modestly over the next twelve months, driven primarily by revenue growth in the 1%-4% range and some margin expansion. Ratings could be downgraded if revenue and EBITDA do not continue to grow as anticipated over the next two quarters, which Moody's believes is necessary to preclude the view that the company's capital structure might otherwise look increasingly untenable in its current form. Debt-to-EBITDA above 9x, interest coverage (EBITA-to-interest) sustained below 0.8x, or a reversion to an inability to generate free cash flow accompanied by increasing reliance on revolver borrowings could lead to a downgrade. Ratings could be upgraded if the company successfully improves its debt maturity profile by refinancing both the first and second lien credit facilities. Debt-to-EBITDA sustained below 7x, free cash flow generation of at least 2% of debt balances, and better visibility into the company's ability to maintain at least adequate liquidity with sufficient cushion to the springing covenant would also be necessary for the ratings to warrant consideration of a prospective upgrade. Excelitas is a global manufacturer of a portfolio of custom designed photonic components, sub-systems, and integrated solutions to OEMs serving a wide range of applications within various health, environmental, safety, security, industrial, aerospace and defense markets. The company operates through two primary business units: Commercial (i.e. lighting, detection and optics) and Defense & Aerospace (i.e. Advanced Electronic Systems, Avionics & Space, Land Equipment, and Surveillance & Target Acquisition). Veritas Capital is the largest shareholder of Excelitas. For FY2016, Excelitas reported revenue of $676 million. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. FAMILY AUTO: Disclosures Get Final OK; Plan Confirmed ----------------------------------------------------- The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District of New Jersey has entered final approval of Family Auto Center, LLC's disclosure statement and confirmed the Debtor's plan of reorganization dated Nov. 2, 2016. About Family Auto Family Auto Center, LLC, sought protection under Chapter 11 of the (Bankr. D.N.J. Case No. 16-10269) on January 7, 2015. The Debtor tapped Mark K. Smith, Esq. of Law Offices of Mark K. Smith, LLC, as its counsel. The case is assigned to Judge Kathryn C. Ferguson. FARMACIA BRISAS: Unsecured Creditors to Be Paid 15% in 5 Years -------------------------------------------------------------- Unsecured creditors of Farmacia Brisas Del Mar Inc. will be paid 15% of their claims under its proposed plan to exit Chapter 11 protection. Under the proposed plan of reorganization, Farmacia will award a total sum of $272,372.01, which represents a 15% distribution for Class 3 general unsecured claims. Unsecured creditors will be paid in 60 equal monthly installments of $4,539.54. The total amount of general unsecured claims is estimated at $1,815,813.34. Class 3 is impaired and general unsecured creditors are entitled to vote on the proposed plan. The plan will be funded with available cash from revenues that the pharmacy generates after paying operating expenses and taxes, according to the disclosure statement filed on April 18 with the U.S. Bankruptcy Court for the District of Puerto Rico. A copy of the disclosure statement is available for free at https://is.gd/mniwnM About Farmacia Brisas Del Mar Headquartered in Luquillo, Puerto Rico, Farmacia Brisas Del Mar, Inc. is a corporation dedicated to pharmaceutical services. The Debtor sells mostly pharmaceuticals goods; only a limited amount of sales come from miscellaneous goods such as toys, beverages, school supplies and beauty supplies. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 16-00054) on Jan. 8, 2016. It estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The petition was signed by Ana I. De La Cruz Padilla, secretary. Judge Lamoutte Inclan presides over the case. Victor Gratacos Diaz, Esq., at Gratacos Law Firm, P.S.C., serves as the Debtor's bankruptcy counsel. FELCOR LODGING: Moody's Affirms B2 Sr. Rating Following Merger -------------------------------------------------------------- Moody's Investors Service has affirmed the B2 senior unsecured rating for FelCor Lodging Trust. In the same rating action, the outlook was revised to positive from stable. The following ratings were affirmed: FelCor Lodging Limited Partnership -- Corporate Family Rating at B2; Senior Secured Regular Bond/Debenture at B1; Senior Unsecured Regular Bond/Debenture at B2. FelCor Lodging Trust Inc. -- Corporate Family Rating at B2; Preferred Stock at Caa1; Preferred Shelf at (P)Caa1; Preferred Shelf Non-cumulative at (P)Caa1. RATINGS RATIONALE FelCor's announcement to merge with RLJ Lodging Trust ("RLJ"), unrated, for approximately $1.2 billion in an all-stock deal is credit positive for FelCor. FelCor will become a wholly-owned subsidiary of RLJ. Following the merger, the shareholders of RLJ and FelCor are expected to own approximately 71% and 29%, respectively, of the REIT. The combined entity will have a meaningfully larger asset base, leading the REIT to realize greater economies of scale, which will drive operating cost benefits and lower its cost of capital. The transaction is expected to generate approximately $22 million of annualized general and administrative cost savings primarily related to the elimination of duplicative overhead costs. Moreover, the credit metrics will improve. Specifically, Net Debt/EBITDA during the first full-year is expected to be less than 4.5x, compared to FelCor's Net Debt/EBITDA of 5.7x at year-end 2016. After closing, the ratio is expected to further improve each year thereafter. The positive outlook captures these expectations. Moody's also highlights that the merger will give FelCor a strong footprint with a combined portfolio that includes 160 hotels in 26 states and the District of Columbia, diversified across Marriott, Hilton, Hyatt and Wyndham flags. The combined company will have a market capitalization of approximately $4.2 billion and a total enterprise value of $7 billion. The positive outlook also reflects Moody's expectation that the transaction will close successfully during the fourth quarter of 2017. Should the merger close, positive ratings movement would be predicated upon continued strength of the combined entity's operating results - including a sound capital structure and modest overall leverage. A strong liquidity position with a large unencumbered asset pool would also be a key component to a ratings upgrade. Downward ratings pressure would emerge from any liquidity challenges, operational setbacks or lack of de-leveraging progress. Moody's last rating action with respect to FelCor was on December 14, 2016 when Moody's upgraded FelCor's senior unsecured rating to B2 from B3 and the outlook was revised to stable from positive. FelCor Lodging Trust Inc. [NYSE: FCH] is a real estate investment trust headquartered in Irving, TX; the REIT owns interests in 39 properties located in major and resort markets throughout the U.S. FelCor partners with leading hotel companies to operate its hotels, which are flagged under well-known brands and premier independent hotels. At December 31, 2016, FelCor reported total assets of $1.7B and total equity of $233M. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. FINJAN HOLDINGS: Wins $4.9M License Pact with European Company -------------------------------------------------------------- Finjan, Inc., a wholly-owned subsidiary of Finjan Holdings, Inc., entered into a Confidential Patent License Agreement with a European corporation on April 21, 2017. Pursuant to the License Agreement, European Licensee will obtain a license to the Finjan patent portfolio and will pay Finjan $4.9 million cash, in license fees, as follows: (A) $2.3 million within 10 days after the effective date of the License Agreement, (B) $1.3 million on or before Jan. 31, 2018, and (C) $1.3 million on or before Jan. 31, 2019. Such license does not grant European Licensee any right to transfer, sublicense or grant any rights under the License Agreement to a third party except as specifically provided under the License Agreement. Such license also has certain provisions relating to certain unlicensed products of any company that acquires European Licensee, or is acquired by European Licensee or its affiliates, in which case additional license fees may apply. The specific terms of the License Agreement are confidential, according to a Form 8-K report filed with the Securities and Exchange Commission. About Finjan Finjan Holdings, Inc., formerly known as Converted Organics -- http://www.finjan.com/-- is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. For the year ended Dec. 31, 2016, Finjan reported net income of $350,000 compared to a net loss of $12.60 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Finjan had $18.30 million in total assets, $3.93 million in total liabilities, $13.48 million in redeemable preferred stock and $886,000 in total stockholders' equity. FTE NETWORKS: Acquires Benchmark Builders for $75 Million --------------------------------------------------------- FTE Networks, Inc., announced that it has closed a transaction to join forces with privately held Benchmark Builders, Inc., a leading provider of construction management services based in New York with unaudited revenues of approximately $386 million in 2016. The $75 million acquisition will enable FTE to deliver integrated network services, cutting-edge technology, and construction management services on the largest and most complex projects, from conception to completion. Benchmark intends to immediately begin to aggressively roll-out FTE's "compute to the edge" technology in New York City and the surrounding region. This leading edge technology, called CrossLayer, allows building owners to provide exceptional broadband access at significant savings to both landlords and tenants, while creating revenue generating opportunities for landlords and recurring revenue platforms for FTE. The transaction will allow FTE and Benchmark to begin offering services to each other's clients and expanding their offerings nationally. "This transaction is transformational for FTE and provides us with a powerful platform to continue to roll out our network services solutions," said Michael Palleschi, FTE's president and chief executive officer. "Our combination with Benchmark reflects our strategy of growth and diversification, and enables us to offer clients a one-stop shop, providing the highest quality design, construction, operation, and maintenance of network infrastructure and meeting customer demand for turnkey infrastructure solutions. Benchmark's expertise in the strategically important New York market further deepens our market presence there." The acquisition provides significant economies of scale, synergies, and complementary business activities. The Company believes the addition of Benchmark's customer base and project pipeline propel FTE to the forefront of the network infrastructure, technology, and general contracting markets. The transaction offers valuable benefits to FTE's clients, stockholders, and employees -- and significantly accelerates the company's strategy of developing an integrated technology and construction management offering. The acquisition will immediately add Benchmark's backlog over the next year of $216 million and $300 million over the next three years to FTE's three-year $170 million project backlog. FTE financed the transaction with a combination of cash, seller's notes, and FTE stock. Benchmark is a premier construction management services firm and general contractor, with a powerful industry brand and strong presence in the New York City metropolitan market. Benchmark President Fred Sacramone will continue as president and become a member of the FTE Networks Board of Directors, and Benchmark, now a wholly owned subsidiary of FTE, will continue to operate as it always has. "We are thrilled to be joining forces with FTE," Sacramone said. "This powerful combination will allow Benchmark to offer our clients the very best construction and network infrastructure services, both in the New York City area and around the country." Lateral Investment Management, which invests in growth capital solutions for leading middle market businesses in the United States, has been FTE's Senior Lender since 2015 and has amended its current credit agreement to add additional capital to facilitate this transaction. "The dynamic combination of FTE and Benchmark brings together unique capabilities to build high quality commercial offices, next-generation infrastructure and network services at scale for Fortune 500 clients," said Patrick Feeney, managing director of Lateral Investment Management. "We are enthusiastic supporters of this transformational acquisition which launches a new phase in the growth of the company." Benchmark, founded in 2008, has a track record of consistent revenue growth and profitability. The company has seasoned leaders with an average of 30 years of construction management experience. Benchmark specializes in construction management services, and provides program management and other construction-related services. The company serves both publicly listed and private clients in many sectors, including telecommunications, commercial, industrial, broadcast, technology, infrastructure, healthcare, and education. About FTE Networks FTE Networks, formerly known as Beacon Enterprise Solutions Group, Inc., is a vertically integrated company with an international footprint. Since its inception, FTE Networks has steadily advanced its management, operational and technical capabilities to become a leading provider of services to the telecommunications and wireless sector with a focus on turnkey solutions. FTE Networks provides a comprehensive array of services centered on quality, efficiency and customer service. FTE Networks reported a net loss attributable to common shareholders of $3.63 million on $14.4 million of revenues for the year ended Sept. 30, 2015, compared to net income of $436,000 on $16.9 million of revenues for the year ended Sept. 30, 2014. As of Sept. 30, 2016, FTE Networks had $13.13 million in total assets, $22.01 million in total liabilities, $437,380 in temporary equity and a total stockholders' deficiency of $9.31 million. GENERAL MOTORS: Supreme Court Refuses Review of 2nd Cir. Ruling --------------------------------------------------------------- Cara Salvatore, writing for Bankruptcy Law360, reports that the U.S. Supreme Court said it won't take up General Motors' request for review of the Second Circuit's ruling that the Company must bear responsibility for some of its predecessor company's actions even after a 2009 bankruptcy. The U.S. Supreme Court, according to Law360, said it refused to take up the Company's petition arguing the Second Circuit undermined an important liability -- shedding provision in the bankruptcy process. This could potentially expose the Company to hundreds of millions of dollars in liability over defective ignition-switch claims, Law360 relates. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GIGA-TRONICS INC: Will Have Three Months to Comply with NASDAQ -------------------------------------------------------------- Giga-tronics Incorporated received a notification letter on April 20, 2017, from The NASDAQ Stock Market advising the Company that an extension to Aug. 7, 2017, had been granted to take the steps necessary to regain compliance with NASDAQ listing rule 5550(b) and promptly thereafter to file a report describing the transaction or event enabling the company to satisfy the applicable requirement for continued listing. On Feb. 8, 2017, the Company received a notification letter from NASDAQ advising the Company of its failure to comply with the required minimum of either $2,500,000 in shareholders' equity, $35,000,000 market value of listed securities or $500,000 net income from continuing operations for continued listing on The Nasdaq Capital Market, pursuant to NASDAQ listing rule 5550(b). NASDAQ listing rules provided the Company with 45 calendar days in which to submit a plan to regain compliance. The Company submitted a plan on March 24, 2017, and NASDAQ notified the Company on April 20, 2017, of NASDAQ's acceptance of the plan and the granting of an extension. "There can be no assurance that the Company's plans to comply with the required minimum of shareholders' equity, market value of listed securities or net income from continuing operations will be successful by August 7, 2017. If the Company's Common Stock ceases to be listed for trading on the Nasdaq Capital Market, the Company expects that its Common Stock would be traded on the Over-the-Counter Bulletin Board on or about the same day," the Company stated in a Form 8-K report filed with the Securities and Exchange Commission. About Giga-Tronics Headquartered in San Ramon, California, Giga-tronics Incorporated includes the operations of the Giga-tronics Division and Microsource Inc. (Microsource), a wholly owned subsidiary. Giga-tronics Division designs, manufactures and markets the new Advanced Signal Generator (ASG) for the electronic warfare market, and switching systems that are used in automatic testing systems primarily in aerospace, defense and telecommunications. Giga-tronics incurred a net loss of $4.10 million for the year ended March 26, 2016, following a net loss of $1.67 million for the year ended March 28, 2015. As of Dec. 24, 2016, Giga-tronics had $12.19 million in total assets, $10.07 million in total liabilities and $2.12 million in total shareholders' equity. Going Concern Doubt "The Company has experienced delays in the development of features, orders, and shipments for the new ASG. These delays have contributed, in part, to a decrease in working capital from $1.8 million at March 26, 2016, to $684,000 at December 24, 2016. The new ASG product has shipped to several customers, but potential delays in the development of features, longer than anticipated sales cycles, or the ability to efficiently manufacture the ASG, could significantly contribute to additional future losses and decreases in working capital. "To help fund operations, the Company relies, in part, on advances under the line of credit with Bridge Bank. The line of credit expires on May 7, 2017. The agreement includes a subjective acceleration clause, which allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company's business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit based on the lender's judgment. As of December 24, 2016, the line of credit had an outstanding balance of $704,000, and additional borrowing capacity of $1.7 million. "These matters raise substantial doubt as to our ability to continue as a going concern," the Company stated in its quarterly report for the period ended Dec. 24, 2016. GLOBAL COMMODITY: Hearing on Plan Outline Approval Set for June 21 ------------------------------------------------------------------ The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the District of Puerto Rico has scheduled for June 21, 2017, at 2:00 p.m. a hearing to consider the approval of Global Commodity Group Inc.'s disclosure statement referring to the Debtor's plan of reorganization. Objections to the Disclosure Statement must be filed not less than 14 days prior to the hearing. Headquartered in Manati, Puerto Rico, Global Commodity Group Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 17-01589) on March 8, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Ramon Nunez Freytes, president. Judge Brian K. Tester presides over the case. Maria Soledad Lozada Figueroa, Esq., at MS Lozada Law Office serves as the Debtor's bankruptcy counsel. GLOBAL EAGLE: Moody's Cuts CFR to B2 & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service has downgraded Global Eagle Entertainment, Inc.'s corporate family rating ("CFR") to B2 from B1, probability of default rating ("PDR") to B2-PD from B1-PD, and speculative grade liquidity ("SGL") rating to SGL-3 from SGL-2. Moody's has also downgraded the company's senior secured first lien credit facility, consisting of an $85 million senior secured revolver and $500 million term loan, to B2 (LGD3) from B1 (LGD3). The outlook is changed to negative from stable. On April 21, 2017, GEE began seeking waivers from lenders under its senior secured credit facility regarding reporting requirements due to the company's failure to file its FYE2016 Form 10-K by March 31, 2017. The company's inability to file within the one month cure period ending April 30, 2017 necessitates the waiver, which seeks to extend the filing date to June 30, 2017 with investor responses due by April 28, 2017. This covenant breach follows significant management changes at the company since it entered into the new credit facility on January 6, 2017, which included the negotiated exit of the prior CEO on February 17, 2017 and the prior CFO on February 20, 2017; both have since been replaced. In addition, the company's chief accounting officer resigned on April 14, 2017. GEE's auditors have identified material weaknesses in the internal controls of the company's financial reporting. On April 18, 2017 the company disclosed that it had drawn $50 million under its $85 million revolver. These downgrades reflect the disclosure of these internal reporting weaknesses, as well as the reduction in liquidity since Moody's December 21, 2016 initial rating assignment. The negative outlook will remain until potential greater clarity is provided with financial filings of both FYE2016 and 1Q17 reporting periods. Downgrades: Issuer: Global Eagle Entertainment, Inc. -- Probability of Default Rating, Downgraded to B2-PD from B1-PD -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 -- Corporate Family Rating, Downgraded to B2 from B1 -- Senior Secured Bank Credit Facility, Downgraded to B2 (LGD 3) from B1 (LGD 3) Outlook Actions: Issuer: Global Eagle Entertainment, Inc. -- Outlook, Changed To Negative From Stable RATINGS RATIONALE GEE's B2 CFR reflects its diverse customer base, contracted recurring revenues, solid market position, and strong supplier relationships. Valuable network assets and patented technologies further support GEE's business model. These strengths are offset by small scale and the possibility for continued debt-funded acquisition activity. Further, Moody's expectations for moderately high leverage of around 4x (Moody's adjusted) and positive free cash flow are now at risk as to directional trend given GEE's inability to provide current financials. The B2 rating also reflects a deteriorating liquidity profile and auditor-identified material weaknesses in the internal controls of the company's financial reporting. Moody's concerns about significant senior management turnover in the last few months factors into the rating as well. On July 27, 2016, GEE completed its previously announced acquisition of Emerging Markets Communications, LLC ("EMC"), a communications services provider to maritime and hard-to-reach land markets. Proceeds from a new first lien credit facility entered into on January 6, 2017 were used to refinance the existing senior secured credit facilities of EMC, and will also be used for capital expenditures, acquisitions, investments, and working capital and general corporate purposes. The combination of GEE and EMC created a global provider of satellite-based connectivity and media to the growing global mobility market. GEE brought a strong track record of successfully delivering media content and connectivity to airlines while EMC provided broader reach with connectivity to the aviation, maritime and hard-to-reach land markets. The combined company benefits from significant economies of scale and an enhanced global infrastructure that delivers a broader product portfolio to customers. GEE, with a proven track record of achieving synergies, still expects to realize annual synergies from its acquisition of EMC of $15 million in 2017, growing to $40 million in 2018 and thereafter. GEE's SGL-3 short-term liquidity rating reflects Moody's view that GEE will maintain adequate liquidity for the next 12 to 18 months. Moody's now anticipate materially lower cash generation for 2017 than Moody's initial projection at deal close due to recent cash depletion, reduced revolver availability, and uncertainty regarding free cash flow generating potential given the company's failure to produce timely financials. The negative outlook is based on Moody's revised view that GEE's integration of EMC has exacerbated what were already weak internal financial control processes. With tighter current liquidity and the direction of EBITDA and cash flow now unclear, a stable outlook cannot be supported. Moody's could downgrade GEE's ratings if audited financials are not filed on a timely basis with respect to a currently sought deadline extension for fiscal year end financials, or if subsequent quarterly financials are not filed on a reasonably timely basis given current circumstances. In addition, Moody's could downgrade the company's ratings if underlying fundamentals are not consistent with Moody's expectations for modest leverage, positive free cash flow, and adequate liquidity that is sufficient to meet at least 18 months of total cash requirements. Given the uncertainty surrounding GEE's financial disclosures, an upgrade is not contemplated at this time. GEE's outlook could be stabilized if financials are filed with a clean opinion, and forward liquidity and credit metrics are commensurate with the newly revised rating. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. GRIFFON CORP: S&P Affirms 'BB-' CCR & Revises Outlook to Negative ----------------------------------------------------------------- S&P Global Ratings said it revised its rating outlook on Griffon Corp. to negative from stable. At the same time, S&P affirmed its 'BB-' corporate credit rating on the company. Griffon Corp.'s adjusted debt leverage was 5.1x on Dec. 31, 2016, a level S&P expects will be relatively unchanged over the next 12 months. S&P also affirmed its 'BB+' issue-level rating on the company's $350 million RCF due 2021. The recovery rating remains '1', reflecting S&P's expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. S&P also affirmed its 'BB-' issue-level rating on Griffon's $725 million senior unsecured notes due 2022. The recovery rating remains '4', reflecting S&P's expectation of average (30%-50%; rounded estimate: 30%) recovery in the event of a payment default. "Our negative outlook reflects our expectation that Griffon will end fiscal 2017 (ending Sept. 30, 2017) with adjusted debt to EBITDA of 4.9x and FFO to debt of approximately 13%, levels that we view to be at the weaker end for the rating," said S&P Global Ratings credit analyst Michael Ohneck. "We also expect Griffon to maintain strong liquidity for the foreseeable future given the company's $350 million revolver and expected stable cash flow generation." S&P could consider lowering our ratings on Griffon in the next 12 months if either adjusted debt to EBITDA rose and were sustained above 5x or FFO to debt fell and remained below 12%. This situation could most likely occur in the event of significant debt-funded share repurchases or acquisitions. While S&P believes it to be less likely, such leverage metrics could also materialize as a result of a decline in end market demand, resulting in sales contraction in at least one of Griffon's three operating segments (and a consolidated sales decline of 5%) or a challenging competitive landscape that causes margins to deteriorate by 2% from S&P's current projection. S&P could revise the outlook to stable in the next 12 months if Griffon lowered adjusted debt to EBITDA toward the mid-4x area and sustained it there. This would likely result as a function of financial policy, because Griffon has historically been able to maintain EBITDA in excess of $200 million. While S&P expects the company to achieve leverage of 4.9x at the end of fiscal 2017, S&P's projection does not incorporate the potential for additional share repurchases or acquisitions. GV HOSPITAL: To Hire Nelson Law as Ordinary Course Professional --------------------------------------------------------------- GV Hospital Management, LLC has filed a motion seeking approval from the U.S. Bankruptcy Court in Arizona to employ Nelson Law Group, PLLC as an ordinary course professional. In the same filing, the Debtors also propose to establish a procedure for employing additional OCPs in the future. Prior to its bankruptcy filing, GV Hospital and two of its affiliates hired the firm as general corporate and regulatory counsel. The Debtors propose to pay the firm without filing a formal fee application, provided that the amount of the invoice does not exceed the budgeted amounts by more than 25% on a monthly or annualized basis. The initial budget for the firm will be $10,000 per month. The hourly rates charged by the firm are: Timothy Nelson $350 Julie Nelson $350 Lauren Weinzweig $350 Joel Wakefield $350 Mayan Tahan $350 Shelley DiGiacomo $350 Timothy Nelson, member and manager of The Nelson Law Group, disclosed in a court filing that he and his firm do not hold or represent any interest adverse to the Debtors or their bankruptcy estates. The firm can be reached through: Timothy A. Nelson, Esq. Nelson Law Group, PLLC 21 West Coolidge Street Phoenix, AZ 85013 GV Hospital Management LLC GV Hospital Management, LLC dba Green Valley Hospital, and its affiliates Green Valley Hospital, LLC dba Green Valley Hospital and GV II Holdings, LLC filed separate Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 17-03351, 17-03353 and 17-03354, respectively), on April 3, 2017. The petitions were signed by Grant Lyon, chairman of the Board. The cases are assigned to Judge Scott H. Gan. The Debtors are represented by S. Cary Forrester, Esq. and John R. Worth, Esq. at Forrester & Worth, as bankruptcy counsel. GV Hospital Management listed $50 million to $100 million in both assets and liabilities. Green Valley Hospital listed $1 million to $10 million in assets while GV II Holdings listed under $1 million in assets. Both Debtors listed $50 million to $100 million in liabilities. Green Valley Hospital -- http://www.greenvalleyhospital.com/-- is a licensed and general acute care hospital open 24 hours a day, seven days a week. It cost more than $75 million to construct and equip, and opened in May of 2015. The hospital is a 49-bed general acute care hospital with a 12-bed emergency department. The hospital currently has 337 employees, and has credentialed over 232 physicians on its medical staff. HALT MEDICAL: Taps Canaccord Genuity as Investment Banker --------------------------------------------------------- Halt Medical, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire an investment banker. The Debtor proposes to hire Canaccord Genuity Inc. to provide these services related to its Chapter 11 case: (a) review and analyze the Debtor's business and financial projections; (b) evaluate the Debtor's strategic and financial alternatives; (c) assist the Debtor in evaluating, structuring, negotiating, and implementing potential transactions; (d) assist the Debtor in preparing descriptive material to be provided to parties that might participate in potential transactions; (e) develop, update, and review with the Debtor on an ongoing basis a list of parties that might participate in potential transactions; (f) contact potential parties to a transaction; (g) provide summaries to the Debtor of communications with potential parties to a transaction; (h) assist the Debtor and its counsel in evaluating potential term sheets, indications of interest, letters of intent and other transaction agreements; (i) assist in the development of presentations to the Debtor's Board of Directors and representatives, and to various creditors, committees, and other parties; (j) participate in hearings before the bankruptcy court and provide testimony related to a transaction or proposed plan of reorganization; (k) evaluate, structure and negotiate the terms and conditions of any proposed transaction; (l) prepare for and participate in meetings with the Debtor's lenders, creditor groups, official constituencies and other interested parties; and (m) assist the Debtor and its counsel in negotiating agreements and definitive contracts for transactions; Canaccord will be compensated according to this fee arrangement: Monthly Work Fees $50,000 Success Fee $900,000 New Capital Fee 4% of gross proceeds Geoffrey Richards, managing director and head of North America Debt Finance and Restructuring of Canaccord, 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: Geoffrey Richards Canaccord Genuity Inc. 45 7th Street South, Suite 2640 Minneapolis, MN 55402 Tel: +1 612 332 2208 About Halt Medical Inc. Halt Medical, Inc. sought bankruptcy protection (Bankr. D. Del., Case No. 17-10810) on April 12, 2017. Kimberly Bridges-Rodriguez, president and CEO, signed the petition. Judge Laurie S. Silverstein presides over the case. At the time of the filing, the Debtor estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities. Drinker Biddle & Reath LLP represents the Debtor. Donlin, Recano & Company, Inc. serves as claims and noticing agent. No official committee of unsecured creditors has been appointed in the Debtor's case. HBC HOLDINGS: Moody's Revises Outlook to Stable & Affirms Caa2 CFR ------------------------------------------------------------------ Moody's Investors Service changed the rating outlook for HBC Holdings LLC (d.b.a. "World and Main") to stable from negative. In the same rating action, Moody's affirmed the company's Corporate Family Rating (CFR) at Caa2 and Probability of Default Rating (PDR) at Caa2-PD (/LD appended), and upgraded the rating on its $100 million ($88 million outstanding) first lien senior secured term loan due 2020 to Caa1 from Caa2. The stabilization of the rating outlook for World and Main reflects the improvements in its liquidity profile accomplished through credit agreement amendments as well as improvement in the company's earnings profile resulting from the divestiture of its Handy Hardware business. The elimination of Handy Hardware's operating losses will improve World and Main's credit metrics as well as incrementally benefit its free cash flow generation, while a reduction of working capital needs will modestly increase revolver availability. Moody's estimates World and Main's debt to EBITDA leverage (inclusive of standard adjustments and pro forma for the sale of Handy Hardware) to be over 8.5x, and EBITA to interest coverage to be below 1.0x as of December 2016. The company's cost savings initiatives implemented in 2016 and continuing through 2017 are also expected to contribute to an improved earnings profile over the next 12 to 18 months. World and Main's liquidity has improved through the modifications of its financial maintenance covenants as per the first lien, second lien, and ABL credit agreement amendments in March 2017. As a part of these amendments, the company's first lien net leverage and total net leverage covenants were re-set to allow for increased flexibility, and a minimum EBITDA covenant was added. Moody's recognizes the modestly positive effect of the equity contribution of about $3 million annually as part of this transaction. The amendments also included an increase of first lien pricing by 75 basis points, an increase in first lien term loan required annual amortization to $6 million from $1 million, and an introduction of pay-in-kind (PIK) interest component for the unrated second lien debt of $3 million per year. Moody's considers the conversion of half of the second lien interest to PIK to be a distressed exchange. Moody's appended the Caa2-PD PDR with a "/LD" designation indicating limited default. The "/LD" designation will be removed in roughly three business days. The upgrade of the first lien term loan rating to Caa1 reflects the shift to a lower proportion of first lien term loan to second lien debt in the company's capital structure, resulting from recent first lien principal reductions, and thus a higher absorption of losses by the second lien debt in Moody's Loss Given Default Rating framework. Moody's took the following rating actions on HBC Holdings LLC: Corporate Family Rating, affirmed at Caa2; Probability of Default Rating, affirmed at Caa2-PD (/LD appended); $100 million ($88 million outstanding) first lien senior secured term loan due 2020, upgraded to Caa1 (LGD3) from Caa2 (LGD3); The rating outlook, changed to stable from negative. RATINGS RATIONALE The Caa2 CFR reflects the company's weakened earnings profile and very high debt leverage, which have resulted from operational weakness in certain of its distribution channels and product lines. Additionally, the rating incorporates World and Main's low operating margins that are inherent to the distribution business model, its small revenue size and scale compared to peers, and history of acquisitions and the associated potential integration and synergy realization risks. The company's rating is supported by the variety of its product offerings and distribution channels, solid product sourcing capabilities, and low customer concentration. Additionally, the rating is supported by the positive trends in the repair and remodeling end markets as well as by the actions taken by management to improve the business profile, including addressing the weakness in operations through cost cutting initiatives and working capital management. The rating is also supported by the company's adequate liquidity. The ratings could be upgraded if the company demonstrates sustainable positive operating trends including revenue and earnings growth, improves profitability through cost cutting actions such that debt to EBITDA leverage declines below 7.0x, and generates positive free cash flow. Additionally, the company would need to maintain adequate liquidity, including a healthy covenant compliance cushion. Moody's would also need to gain comfort with the company's ability to successfully refinance its debt maturities. The ratings could be downgraded if the company's earnings profile and leverage deteriorate or if liquidity were to weaken, including due to covenant compliance difficulties or negative free cash flow generation. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. HBC Holdings LLC (d.b.a. "World and Main"), founded in 1971 and headquartered in Cranbury, New Jersey, is a multi-channel distributor of hardware, plumbing and household products. The company's product offering consists of about 40,000 SKUs and distribution channels include local retail stores, industrial suppliers, national retailers, food and drug stores. In 2012, Hardware Holdings was acquired by Littlejohn & Co. In 2016, the company's revenues excluding Handy Hardware were approximately $300 million. HELLBENDER BREWING: Plan to Be Funded by Equity Infusion, Cash -------------------------------------------------------------- Hellbender Brewing Company LLC filed with the U.S. Bankruptcy Court for the District of Columbia a disclosure statement dated April 24, 2017, for the Chapter 11 plan of reorganization. The Plan will be funded by the equity infusion and available cash from the operations of the Debtor's business. Evidence that the Equity Infusion is being held in an account will be filed with the Court on or before the Effective Date. In the event that the Debtor is unable to secure the Equity Infusion on or before the Effective Date, the lender will have the right to pursue its rights and remedies under state law, and the Debtor will not seek to enforce the automatic stay, re-file for bankruptcy protection, or otherwise interfere with the Lender's pursuit of its rights and remedies under state law, except as permitted by state law. Under the Plan, Class 1 - Allowed Secured Lender Claim, estimated at $1,053,663.99, is impaired. The holder of the Allowed Class 1 Claim will receive on the Effective Date cash in the amount of any post-petition payments due and owing the Lender as of the Effective Date. Commencing on the first day of the first month after the Effective Date, the Reorganized Debtor will make monthly payments to the Lender of consisting of principal and interest in an amount so as to fully amortize the Allowed Class 1 Claim over a term commencing on the first day of the first month after the Effective Date and ending on March 27, 2024. Until the time as the Allowed Class 1 Claim is paid in full in accordance with the Plan, the holder of the Allowed Class 1 Claim will retain a lien on the Assets of the Reorganized Debtor. Class 1 is impaired by the Plan. Class 3 - Allowed Unsecured Claims, estimated at $160,965.37, are unimpaired. Each holder of an Allowed Class 3 Claim will be paid as follows: (i) in cash in an amount equal to the Allowed Class 3 Claim, on the later of the Effective Date or 30 days after any of that claim becomes an allowed unsecured claim, or (ii) upon other less favorable terms as may be agreed to by the holder of such Allowed Unsecured Claim and the Reorganized Debtor. Class 3 is unimpaired by the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/dcb16-00577-133.pdf About Hellbender Brewing Company Hellbender Brewing Company LLC is a Delaware limited liability company organized in 2012 for the purpose of constructing and operating a microbrewery to produce malt beverages for sale in the District of Columbia and neighboring areas within the Washington, D.C. metropolitan region. In 2014, with funding from shareholder capital contributions and an SBA-backed loan from EagleBank, the Debtor constructed a state-of-the-art microbrewery in a northeast D.C. warehouse. At the microbrewery, the Debtor both produces its hand-crafted beers and sells them in its tasting room to patrons of the microbrewery. In addition to the onsite sales, the Debtor's products are distributed to restaurants and bars in Montgomery County, Maryland and in Northern Virginia, both inside the Capital Beltway and in Loudoun and Fauquier Counties. Hellbender Brewing Company LLC filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 16-00577) on Nov. 1, 2016. The petition was signed by Patrick Mullane, vice president. The Debtor tapped Lawrence Allen Katz, Esq., at Hirschler Fleischer as bankruptcy counsel and Davis Wright Tremaine LLP as special counsel. The case is assigned to Judge Martin S. Teel, Jr. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor tapped Davis Write Tremaine LLP as special counsel. HOTEL PARK: Opposes Approval of Burke and Herbert Plan ------------------------------------------------------ Hotel Park Regency LLC asked the U.S. Bankruptcy Court for the Eastern District of Virginia to deny approval of the Chapter 11 plan and disclosure statement filed by Burke and Herbert Bank and Trust Co. Richard Hall, Esq., Hotel Park Regency's lawyer, said that Burke and Herbert treated the bankruptcy case as if it were a "small business case" by soliciting votes on the plan before a disclosure statement is approved by the court. "The proposed disclosure statement is wholly inadequate for the purpose of informing creditors how they might evaluate the proposed plan and how they should cast should cast their ballots," Mr. Hall further said in court papers. Secured creditors Roberto and Hung Rodriguez echoed the same argument. In a court filing, the creditors argued that the company's actions are "procedurally defective" and violate the provisions of section 1125(b) of the Bankruptcy Code. The secured creditors are represented by: William H. Casterline, Jr., Esq. Jeremy B. Root, Esq. James R. Meizanis, Jr., Esq. Blankingship & Keith, P.C. 4020 University Drive, Suite 300 Fairfax, VA 22030 Phone: (703) 691-1235 Fax: (703) 691-3913 About Hotel Park Regency LLC Headquartered in Annandale, Va., Hotel Park Regency LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 16-13442) on October 11, 2016. In its petition, the Debtor estimated $1 million to $10 million in assets and liabilities. The petition was signed by Moon Park, managing member. Judge Brian F. Kenney presides over the case. The Debtor hired Richard G. Hall, Esq., and Weon Geun Kim, Esq., as bankruptcy counsel. Sang H. Kang & Associates serves as its accountant. On March 29, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. IASIS HEALTHCARE: Moody's Assigns Ba3 Rating to Proposed Term Loan ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to the proposed amended and extended term loan of IASIS Healthcare LLC. There are no changes to other ratings including the B2 Corporate Family Rating, B2-PD Probability of Default Rating and Caa1 senior unsecured rating. The outlook is negative. At this time there is no change to the Speculative Grade Liquidity Rating of SGL-2 (good liquidity). Moody's will reevaluate the liquidity rating following the completion of the proposed refinancing. Even if IASIS is successful in extending the term loan, Moody's may still lower the SGL rating due to the contemplated repayment of $100 million of the loan as part of the refinancing transaction. While this will modestly improve financial leverage, it will reduce IASIS' cash, which has been a support to the company's liquidity and ratings. If IASIS does not successfully extend the maturity of its term loan, or is left with a significant non-extended portion that matures in May 2018, it would put downward pressure on all of the company's ratings. Moody's will continue to monitor the company's progress in improving its operating performance. In January 2017, Moody's changed IASIS' rating outlook to negative, reflecting the company's persistently high financial leverage as well as several risks that could jeopardize the company's turnaround, including disruption from the conversion to a new IT system, potential changes to Texas' Medicaid waiver program, and the expiration of the Arizona Medicaid contract in September 2018. Any unfavorable development related to these factors or other operating issues will increase the risk around the company's ability to refinance upcoming debt maturities. Assuming a successful extension of its term loan, IASIS will still need to address the May 2019 maturity of its unsecured bonds. Ratings Assigned: Senior secured bank credit facility due 2021, Ba3 (LGD 2) RATINGS RATIONALE IASIS' B2 Corporate Family Rating reflects Moody's expectation that the company will continue to operate with very high financial leverage. The B2 also reflects IASIS' weak free cash flow, which will likely remain negative over the next 12-18 months. This is due, in part, to a very significant investment in new system-wide IT systems. The ratings are also constrained by the company's high geographic concentration, with about 90% of its acute care hospital revenue generated in three states (Arizona, Texas and Utah). It also has over 80% of its HealthChoice managed care operation generated from Medicaid contracts in Arizona. Despite the geographic concentration, IASIS has a strong competitive presence in its core markets and manages a significant number of lives in its managed care contracts. The negative rating outlook reflects risk that the company's turnaround will not materialize as expected and that incremental headwinds could raise refinancing risk. Moody's could upgrade the ratings if Moody's expects adjusted debt/EBITDA to be sustained below 5.0 times through either debt repayment or growth in EBITDA. Moody's could downgrade the ratings if liquidity weakens or if refinancing risk rises. Further if the company's earnings remain depressed such that Moody's expects adjusted debt/EBITDA to remain above 6.5x, Moody's could downgrade the ratings. IASIS Healthcare LLC, a wholly owned subsidiary of IASIS Healthcare Corporation (collectively IASIS) is an owner operator of acute care hospitals in high growth urban and suburban markets. Headquartered in Franklin, Tennessee, IASIS operates 17 acute care hospitals and one behavioral health hospital across six states. IASIS also owns and operates Health Choice, a managed care operation that includes health plans, third party management and administrative services (MSO) and accountable care network development and management. TPG, JLL Partners, and Trimaran Fund Management hold approximately 74.4%, 18.8%, and 6.8%, respectively, of the equity interests of IASIS Investment LLC, the majority owner of IASIS Healthcare Corporation. IASIS generated approximately $3.29 billion in revenue for the twelve months ended December 31, 2016. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. INDIANA FINANCE: Fitch Lowers Private Activity Bonds Rating to B- ----------------------------------------------------------------- Fitch Ratings has downgraded the Indiana Finance Authority's (IFA) private activity bonds (PABs) issued on behalf of I-69 Development Partners LLC (I-69 DP) for the I-69 Section 5 project to 'B-' from 'B'. The bonds remain on Rating Watch Negative. The downgrade reflects growing uncertainty and a more limited margin of safety for the project as result of a failure to execute the terms of a Memorandum of Understanding (MOU) reached between project parties earlier this year which appeared to settle time and cost disputes. The lack of a global settlement heightens the risk to the project failing to meet the current longstop date of Oct. 31, 2017. In addition, it is unclear where additional sources of funding will come from, without a contribution from Grupo Isolux Corsan, SA (Isolux, rated 'RD'), the parent company of Isolux Corsan LLC (the design build contractor) to meet the requirements of a new global settlement should one be reached between the pertinent parties. Barring movement towards a new MOU with funding sources firmly in place, a downgrade to 'CCC' is likely in the next 60-90 days. The MOU, signed on Feb. 13, 2017, addressed key issues such as increased costs, existing relief claims and outstanding notices of default, along with extending the substantial completion and longstop dates and was considered a positive development for the project. The MOU also required I-69 DP and Isolux to contribute $23.3 million and $52 million (includes funds to repay the letter of credit) to the project, respectively, and IFA would make an additional $28.2 million milestone payment. However, the deterioration in the restructuring of Isolux rendered the MOU unsuccessful as Isolux is not able to meet the terms of its obligations under the agreement, specifically the $52 million equity infusion. Negotiations between I-69 DP and the IFA are ongoing, as both parties work towards a global solution and successfully completing the project. The outlook on the bonds remains at Rating Watch Negative. Resolution of the Negative Watch depends on a negotiated settlement between all parties, with updated documentation and bondholder authorization that resolves outstanding disputes surrounding liquidity, timing and scope. Notably, updated documentation would need to resolve construction delays and equity infusions, most importantly revising the substantial completion date and extending the longstop date. KEY RATING DRIVERS Construction Delays, Weak Contractor (Completion Risk - Weaker) The project is not expected to be completed by the current longstop date of Oct. 31, 2017. Substantial completion was originally projected for Oct. 31, 2016, but the project is only approximately 56% complete. Without the execution of a global settlement that extends the longstop date, the project will not meet this deadline, which is a termination event under the documents. Additionally, the continued deterioration in credit quality of Isolux has strained the project. Straightforward Operations, Handback Risk Well Managed (Cost Risk - Midrange) Once construction is complete, the project company will self-perform most operation and maintenance (O&M) activities, exposing it to O&M and lifecycle cost risk over the project life. O&M works are generally considered relatively straightforward given the limited scope of the project. The major maintenance reserve account (MMRA) and handback requirements reserve account (HBRA) are both designed such that major works should be anticipated from a funding perspective several years ahead of incurrence. The project's cost profile is significantly backended with a large part of lifecycle works anticipated during the handback period, but since final debt maturity is five years prior to concession maturity, bondholders are not exposed to handback risk. Strong Counterparty, Significant Delays (Revenue Risk - Stronger) Milestone and availability payments during the project are made by Indiana Finance Authority (IFA, or the grantor), whose obligation has been rated at 'AA'/Outlook Stable. While the IFA is a strong counterparty, poor relations between all project parties have resulted in delays and cost deductions. IFA and the Developer continue to be committed to successfully completing the project and working towards a solution. Conservative Debt Structure (Debt Structure - Midrange) Structural features, including the fixed interest rate payable, full amortization, 1.15x dividend lock-up and debt service reserve account (DSRA), provide bondholders with protection against adverse developments over the project life. The DSRA is sized at six-month's debt service, which is at the tighter end of projects in Fitch's rated portfolio, constraining the risk factor assessment. Metrics Post Construction Indicate Financial Resilience While Fitch base and rating cases reflect debt service coverage ratio (DSCR) profiles consistent with a 'BBB' rating post construction, averaging above 1.50x and falling no lower than 1.22x, current construction issues warrant a lower rating. Peer Group Fitch-rated peers include other availability payment structures within Fitch's portfolio, such as NYNJ Link Borrower LLC ('BBB'/Outlook Stable) and Kentucky Wired Infrastructure Company, INc. (KWIC; 'BBB+'/Outlook Negative). The projects have comparable construction packages and financial metrics. However, KWIC's Negative Outlook reflects an approximate one-year delay to the construction completion date. RATING SENSITIVITIES Negative - Failure to reach a new global settlement between parties with identified funding sources over the next 60-90 days would result in a rating downgrade. Negative - Continued delays, ongoing disputes, inadequate liquidity, and further work suspensions which jeopardize the ability to meet a revised completion date. Negative - Significant sustained payment deductions being levied against the project company or materially higher costs during the operating period than currently forecast, either of which reduce coverage levels well below current projections, would also place the rating under pressure. Positive - Execution of a global settlement between parties that resolves outstanding issues in regards to liquidity, timing and scope and a construction schedule that is deemed to be technically sound and achievable, could result in a rating upgrade. SUMMARY OF CREDIT The MOU entered into between IFA and I-69 DP was a positive development for the project, but ultimately was unable to move forward. The MOU extended the project's substantial completion date to May 31, 2018 (from Oct. 31, 2016) and the longstop date to Nov. 30, 2018 (from Oct. 31, 2017). Additionally, the MOU required I-69 DP and Isolux to contribute $23.3 million and $52 million (includes funds to repay the LC) to the project, respectively. Furthermore, the IFA would make an additional $28.2 million milestone payment to I-69 during the remaining construction period and availability payments will be delayed to coincide with the new schedule, commencing in June 2018. A delay in Isolux's restructuring process has made the company unable to contribute funds at this time and an additional three to four months would be needed before Isolux could potentially infuse funds. Considering the project is already significantly delayed, the IFA and I-69 DP have abandoned the MOU. Construction work is progressing and the most recent Technical Advisor (TA) report states notable progress has been made over the past number of months, assisted in part by favorable weather conditions, but primarily due to the agreement between all key stakeholders to resolve the completion issues. The TA also opines that, given the current status of construction, the risk of further delays related to design, utilities, permitting and geotechnical conditions is significantly reduced. Subcontractors are working towards the MOU's revised substantial completion date of May 31, 2018. While a full review of the MOU's revised schedule and cost summary was not completed by the TA, the February 2017 report stated that the MOU timeline was considered reasonable and its terms achievable, based on the information provided. Negotiations between all stakeholders have recommenced upon the dissolution of the MOU. Fitch will continue to monitor progress towards a settlement. Prior to taking any rating action, Fitch will assess the impact of any settlement on the project after the TA opines on the reasonableness of I-69 DP and Isolux to achieve the revised completion dates as well as the sufficiency of the additional funds to cover the revised cost to complete. In addition, Fitch will review the updated financial model, the remaining scope, any deviations from the original concession agreement, the achievability of the revised schedule, the remaining critical path items, the flexibility to absorb unexpected future delays, and any potential impact on the operating period. INTERNATIONAL BRIDGE: Can Use Cash Collateral Until April 30 ------------------------------------------------------------ Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas signed a Fourth Interim Order authorizing International Bridge Corporation to use cash collateral on an interim basis, until April 30, 2017. Judge Berger acknowledged that the Debtor has an immediate and critical need to use cash collateral in order to preserve and protect the value of its assets. He further acknowledged that the Debtor has no source of income other than from the operation of its business. TOA Corporation, the Government of Guam, Department of Revenue and Taxation, Leidos, Inc., and the Internal Revenue Service, may claim an interest or lien in the cash collateral. The Debtor has requested further authority to use cash collateral generated post-Petition, which is comprised primarily of accounts receivable due under its Insurance and Maintenance Agreement with CaPFA Capital Corp. 2010A for the John F. Kennedy High School in Guam or of proceeds from the assignment of that Agreement, and a determination by the Court that no further adequate protection is currently necessary. Accordingly, the Debtor is authorized to use cash collateral in order to conduct its day-to-day operations including, but not limited to, the payment of utility expenses, payment for the purchase of supplies and other various overhead expenses, payment of income to its employees, payment of attorney's fees, and for payment of the U.S. Trustee's assessments and other expenses in the Chapter 11 proceeding. The Debtor is directed to continue to tender monthly payments to the IRS in the amount of $2,000, and grant the IRS a continuing and replacement lien in accounts receivable created post-petition. Judge Berger held that the Debtor will not be obligated to provide additional adequate protection at the moment. A continued hearing is scheduled on this matter for April 20, 2017 at 1:30 p.m. A full-text copy of the Fourth Interim Order, dated April 24, 2017, is available at https://is.gd/gKtGwV About International Bridge Corporation International Bridge Corporation, a contractor for government projects in the South Pacific and Guam, sought Chapter 11 protection (Bankr. D. Kan. Case No. 15-20951) in Kansas City on May 7, 2015. The Debtor is an Ohio corporation, with its principal place of business in Berryton, Kansas. Robert Toelkes, the sole shareholder and manager, signed the petition. The Debtor disclosed total assets of $17.4 million and total debt of $27.4 million. The case is assigned to Judge Robert D. Berger. The Debtor tapped Wesley F. Smith, Esq., at Stevens & Brand, LLP, as its counsel. Wyatt A. Hoch, Esq., at Foulston Siefkin, LLP, serves as the Debtor's special litigation counsel. Robert G. Nath, at Robert G. Nath, PLLC, represents the Debtor as special tax counsel. IRACORE INT'L: Moody's Appends LD Designation to Ca-PD PDR ---------------------------------------------------------- Moody's Investors Service appended Iracore International Holdings, Inc.'s (Iracore) Ca-PD PDR with a "/LD" designation, indicating limited default, following the close of the US$125 million senior secured notes exchange to equity. Moody's considers the transaction a distressed exchange, which is a default under Moody's definition. The "/LD" designation will be removed after one business day. All other ratings are unchanged. The outlook remains negative. All ratings will be withdrawn within a few business days due to the notes being extiguished. RATINGS RATIONALE Iracore International Holdings Inc.'s (Iracore) Ca CFR is driven by the company's very high financial leverage, weak interest coverage and weak liquidity. Iracore's pipe-lining system has historically been sold mainly to a few large Canadian oil sands customers for use in critical applications. However, as a result of the low oil price, demand from these customers has weakened materially and is likely to remain weak, as consumers continue to seek alternatives to the Iracore system for their near term needs. These alternatives include uncoated steel pipes, which have higher ongoing costs, but require reduced upfront capital. Iracore International Holdings, Inc. primarily manufactures pipe-lining systems for the oil sands mining industry. J. CREW GROUP: Chief Financial Officer Will Assume Additional Roles ------------------------------------------------------------------- J. Crew Group, Inc. announced that Michael J. Nicholson, 50, president, chief operating officer and chief financial officer of the Company, will assume additional responsibility for the J.Crew Brand, effective April 25, 2017. The Company also elected Libby Wadle, 44, as president, Madewell Brand. Prior to this appointment, Ms. Wadle served as president, J.Crew Brand since 2013. About J. Crew Group J.Crew Group, Inc. is an internationally recognized omni-channel retailer of women's, men's and children's apparel, shoes and accessories. As of Nov. 22, 2016, the Company operates 287 J.Crew retail stores, 110 Madewell stores, jcrew.com, jcrewfactory.com, the J.Crew catalog, madewell.com, the Madewell catalog, and 181 factory stores (including 37 J.Crew Mercantile stores). For the year ended Jan. 28, 2017, J. Crew reported a net loss of $23.51 million following a net loss of $1.24 billion for the year ended Jan. 30, 2016. As of Jan. 28, 2017, J. Crew had $1.43 billion in total assets, $2.21 billion in total liabilities and a total stockholders' deficit of $786.21 million. * * * As reported by the TCR on Dec. 16, 2016, S&P Global Ratings lowered its corporate credit rating on the New York-based specialty retailer J. Crew Group Inc. to 'CCC-' from 'B-'. "The downgrade reflects our view that the company's suppressed debt trading prices could culminate in a distressed debt buyback or debt exchange," said credit analyst Helena Song. J. Crew carries a 'Caa2' Corporate Family Rating from Moody's Investors Service. J. Crew's 'Caa2' Corporate Family Rating reflects its weak operating performance and high debt burden, with credit agreement debt/EBITDA of 11 times and interest coverage below 1.0 time, Moody's said. KAARS INC: Gets Court Approval of Plan to Exit Bankruptcy --------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey confirmed the plan proposed by Kaars Incorporation to exit Chapter 11 protection. The court on April 18 gave the thumbs-up to the plan after finding that it satisfied the requirements for confirmation under section 1129 of the Bankruptcy Code. Under the plan of reorganization, Class 5 general unsecured creditors will be paid a 19.9% dividend of $72,000 on the 37th month following the effective date of the plan, and will be paid in full on or before the 48th month. The total amount of general unsecured claims allowed by the court is $361,916.61. Payments under the plan will come from the company's post-petition income generated from the continued operation of its businesses. Moreover, the company's equity interest holders will make a capital contribution of a minimum of $25,000 on the effective date to pay administrative costs, according to its plan. A copy of the court order and the plan is available for free at: https://is.gd/PVy0ou About Kaars Incorporation Based in Trenton, New Jersey, Kaars Incorporation, also known as Quality Auto, is an automotive company providing towing services and selling used auto parts and vehicles locally and via the internet. Its business caters primarily to lower income customers. The Debtor filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-22015) on June 21, 2016. In its petition, the Debtor declared $72,300 in total assets and $1.93 million in total liabilities. The petition was signed by Isam Abuhumoud, vice-president. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/njb16-22015.pdf The case is assigned to Judge Kathryn C. Ferguson. Scott Eric Kaplan, Esq., at Scott E. Kaplan, LLC, serves as bankruptcy counsel. On February 22, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. KEYSTONE ACQUISITION: Moody's Assigns B3 CFR on Leveraged Buyout ---------------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and a B3-PD Probability of Default Rating (PDR) to Keystone Acquisition Corp. (KEPRO) following the announcement of its leveraged buyout. Concurrently, Moody's assigned a B1 rating to the company's proposed first lien revolver and term loan, and a Caa2 rating to the proposed second lien term loan. The rating outlook is stable. Proceeds from the $205 million first lien term loan, $100 million second lien term loan and about $215 million in common equity will fund the leveraged buyout of the company, refinance existing debt, and pay transaction fees and expenses. "The company's debt to EBITDA is around 6 times pro forma for the transaction," stated Moody's analyst Todd Robinson. "We expect some deleveraging through earnings growth but believe the company's small size, niche focus and significant customer concentration will constrain the ratings in the near term," continued Todd Robinson. Moody's assigned the following ratings to Keystone Acquisition Corp: Corporate Family Rating at B3 Probability of Default Rating at B3-PD $25 million senior secured revolving credit facility at B1 (LGD 3) $205 million senior secured first lien term loan at B1 (LGD 3) $100 million senior secured second lien term loan at Caa2 (LGD 5) The rating outlook is stable. RATINGS RATIONALE The B3 Corporate Family Rating reflects the company's small size, high financial leverage and significant contract concentration. Moody's expects that the company's top four customers will continue to account for about 60% of revenue. In addition, the company's narrow product focus within the care management and quality improvement organization sector for Medicare and Medicaid patients is a further constraint on the rating. However, KEPRO is well positioned to benefit from greater government outsourcing related to management of healthcare services. The company also has a good liquidity profile, solid margins and long standing relationships with many of its customers. The stable ratings outlook reflects Moody's expectation that the company will remain small, concentrated in a niche market and highly leveraged. In its outlook Moody's assumes that KEPRO's credit metrics will improve through earnings growth over the next 12 to 18 months. The ratings could be upgraded if the company effectively manages its growth and reduces debt to EBITDA to below 5.0 times. A material increase in scale and reduced customer concentration would also support an upgrade. The ratings could be downgraded if the company loses a material contract or if liquidity deteriorates. If profitability and cash flow are materially impacted by increased competition or aggressive financial policies, the rating could be downgraded. The principal methodology used in these ratings was that for the Business and Consumer Service Industry published in October 2016. KEPRO is a care management and quality improvement organization for Medicare and Medicaid patients. The company's services include utilization review, case and disease management, quality improvement and healthcare analytics. Revenues are around $160 million. LEONARD COHEN: Windsor to Auction Insurance Policy on May 11 ------------------------------------------------------------ Windsor Securities, LLC or its assignee or designee, as secured party, will offer for sale at a public auction on May 11, 2017 at 10:00 a.m., an insurance policy issued to the Leonard Cohen Family Insurance Trust. The policy was issued on November 16, 2007, policy number 9 433 490 by Nationwide Life and Annuity Company of America. The Policy serves as collateral pledged to the Secured Party by The Leonard Cohen Family Insurance Trust Health, Inc., as debtor, and Jeff Suissa, beneficiary of the Debtor. The auction will be held at the offices of: Offit Kurman Ten Penn Center 1801 Market St., Ste. 2300 Philadelphia, PA 19103 Pursuant to a Life Insurance Premium Financing Agreement and related Promissory Note in the original principal amount of $279,340 dated May 8, 2008 between the Debtor and the Secured Party, among other loan and security documents, the Debtor granted to the Secured Party liens on and security interests in the Collateral, among other assets, in order to secure the Debtor's repayment obligations with respect to certain loans, advances and extensions of credit made by the Secured Party to or for the benefit of the Debtor. Events of default have occurred under the terms and provisions of the Security Agreement/ A more detailed description of the Policy is available by emailing the Secured Party's counsel, Darin T. Judd, Esq. at Djudd@twsglaw.com The Collateral will be offered for sale strictly "AS IS", "WHERE IS," "WITH ALL FAULTS" without recourse, representation, guaranty or warranty of any kind whether express or implied. Without limiting the generality of the foregoing, the Secured Party expressly disclaims all warranties of merchantability, fitness or use, or otherwise and Secured Party will not be liable to the Purchaser or any other person or entity for consequential or incidental damages. The Debtor is entitled to an accounting of the Indebtedness secured by the Collateral which will be sold pursuant to this Notice. The Debtor may request such accounting by contacting the undersigned counsel for the Secured Party. The Secured Party reserves the right to credit bid all or any portion of its claim against the Debtor to acquire the Collateral, either directly or through an affiliated entity, and to credit the amount bid against the expenses of the Auction and the Indebtedness. The Secured Party also reserves the right to reject any bid or all bids at the auction or any adjournment of the Auction. Further, the Secured Party reserves the right to cancel, postpone or adjourn the Auction with announcements made at the initial date set for the Auction. The Auction may be resumed without further notice or publication at the time and place which may have been given at the adjournment. Any person desiring further information regarding the Collateral or the Auction should contact counsel for Secured Party. LIFE PARTNERS: Jury Verdict Against CEO & Lawyer Partly Reinstated ------------------------------------------------------------------ Jack Newsham, writing for Bankruptcy Law360, reports that the U.S. Securities and Exchange Commission persuaded the Fifth Circuit to partly reinstate a jury verdict against Life Partners Holdings Inc. top shareholder and CEO Brian Pardo and top lawyer R. Scott Peden. According to Law360, the appeals court also junked civil penalties after finding that the lower court miscalculated. Law360 recalls that a jury three years ago found the Debtor, its top shareholder and CEO Brian Pardo and its top lawyer R. Scott Peden turned a blind eye to shortened life expectancy estimates that made the policies they were selling seem more valuable. About Life Partners Holdings Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The case was assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, served as counsel to the Debtor. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee was represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). LUVU BRANDS: Has Sold $100M Liberator Products Since Inception -------------------------------------------------------------- Luvu Brands, Inc., furnished to the Securities and Exchange Commission a handout -- https://is.gd/nrnDkD -- containing information that the members of management will use during meetings with investors, analysts, and other interested parties to assist their understanding of the Company from time to time throughout the fourth quarter of fiscal 2017. Other presentations and related materials will be made available as they are presented during the year. This handout is also available under the Financial Overview link in the Company's investor relations website at http://www.luvubrands.com/ "We have experienced periods of fast growth and slow growth (and yes, even negative growth). But regardless of the economic climate, our Company has continued to evolve, and since inception, we have produced and sold $100 million of Liberator products and grossed over $165 million for all brands combined. And we think that's something to be proud of!" said Louis Friedman, president anbd CEO. "In addition to the Liberator product line, our Jaxx Living collection has grown to become one of the leading domestic producers of fashion bean bags and casual indoor/outdoor loungers. Over the past 12 months, the Jaxx brand had net sales of $2.7 million, mostly through web retailers and Amazon. And with our innovations in vacuum compression, we believe the potential for our Zipline collection of modular chairs, loveseats and sofas is enormous. With this new packaging design consumers can now purchase a comfortable, durable and contemporary sleeper-loveseat in box, carry it to their car, and easily move it into their home or apartment. "Earlier this calendar year, we decided to allocate all our resources on selling our own branded products and, as a result, we ended our adult toy distribution relationships. This enables us to utilize our warehouse space, sales personnel and employees to focus on expanding the Liberator, Jaxx and Avana brands, which are sold at significantly higher gross margins. So although we expect to experience a short-term decline in net sales, we should also see an improvement in the gross profit as a percentage of net sales. And, because we are more focused on selling our branded products, we also expect to see acceleration in the rate of sales growth for those products. Our vision for Luvu Brands has not changed. We continue to believe that our long-term success is based on providing customers with products that enhance intimacy and sleep and add fun back into casual seating. We strive to reduce our carbon footprint through vacuum compression and re-purposing our foam scrap into useful products. We act with conscious intent to provide a meaningful solution to our customers' needs while keeping sewn goods manufacturing here in America." About Luvu Brands Luvu Brands, Inc., formerly known as Liberator, Inc., is a U.S.-based manufacturer that has built several brands in the wellness, lifestyle and casual furniture and seating categories. Its brands are headquartered in Atlanta in a 140,000 square foot manufacturing facility. Luvu Brands reported a net loss of $312,000 on $16.8 million of net sales for the year ended June 30, 2016, compared to a net loss of $474,000 on $15.6 million of net sales for the year ended June 30, 2015. As of Dec. 31, 2016, Luvu Brands had $4.35 million in total assets, $6.54 million in total liabilities and a total stockholders' deficit of $2.19 million. Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has a net loss of $312,000, a working capital deficiency of $2.4 million, and an accumulated deficit of $9.2 million. These factors raise substantial doubt about the Company's ability to continue as a going concern. MARRONE BIO: Prices Offering of 5.7 Million Common Shares --------------------------------------------------------- Marrone Bio Innovations, Inc. disclosed the pricing of its previously announced underwritten public offering. The Company is offering 5,714,286 registered shares of its common stock, par value $0.00001 per share, at a price to the public of $1.40 per share, resulting in gross proceeds of approximately $8.0 million. In connection with the offering, the Company has also granted the underwriter a 45-day option to purchase up to an additional 857,143 shares of common stock offered in the public offering to cover over-allotments, if any. The Company intends to use the net proceeds from the offering primarily to for general corporate purposes, which may include operating expenses, working capital to improve and promote its commercially available products, advance product candidates, expand international presence and commercialization, and general capital expenditures. The offering is expected to settle and close on April 28, 2017, subject to the satisfaction or waiver of customary closing conditions. National Securities Corporation, a wholly owned subsidiary of National Holdings Corporation (NasdaqCM: NHLD), is acting as sole book-running manager for the offering. The securities are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-215024), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission (SEC) on January 6, 2017. A preliminary prospectus supplement relating to the offering has been filed with the SEC and is available on the SEC's website located at http://www.sec.gov. Copies of the preliminary prospectus supplement and accompanying base prospectus may be obtained by contacting the book-running manager at the following address: National Securities Corporation 410 Park Ave, 14th Floor New York, NY 10022 Attn: Marguerite Rogers Tel: 212-417-8227 Email: prospectusrequest@nationalsecurities.com A final prospectus supplement describing the terms of the offering will be filed with the SEC. About Marrone Bio Marrone Bio makes bio-based pest management and plant health products. Bio-based products are comprised of naturally occurring microorganisms, such as bacteria and fungi, and plant extracts. The Company's current products target the major markets that use conventional chemical pesticides, including certain agricultural and water markets, where the Company's bio-based products are used as alternatives for, or mixed with, conventional chemical products. The Company also targets new markets for which (i) there are no available conventional chemical pesticides or (ii) the use of conventional chemical pesticides may not be desirable or permissible either because of health and environmental concerns (including for organically certified crops) or because the development of pest resistance has reduced the efficacy of conventional chemical pesticides. All of the Company's current products are approved by the United States Environmental Protection Agency and registered as "biopesticides." Marrone Bio reported a net loss of $31 million on $14 million total revenue for the year ended Dec. 31, 2016, compared with a net loss of $43.7 million on 9.8 million total revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, the Company had $46 million total assets, $76.2 total liabilities, and a $30.2 million total stockholders' deficit. Ernst & Young LLP issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred losses since inception, has a net capital deficiency, and has additional capital needs that raise substantial doubt about its ability to continue as a going concern. MARTHA G. GARCIA: Windsor to Auction Insurance Policy on May 11 --------------------------------------------------------------- Windsor Securities, LLC, or its assignee or designee, as secured party, will offer for sale at a public auction on May 11, 2017 at 10:00 a.m., an insurance policy issued to The Martha G. Garcia Family Trust. The policy was issued June 12, 2008, policy number JJ7025419, by The Lincoln National Life Insurance Company. The Policy serves as collateral pledged to the Secured Party by The Martha G. Garcia Family Trust Health, Inc. The auction will be held at the offices of: Offit Kurman Ten Penn Center 1801 Market St., Ste. 2300 Philadelphia, PA 19103 Pursuant to a Life Insurance Premium Financing Agreement and related Promissory Note between the Debtor and the Secured Party, among other loan and security documents, the Debtor granted to the Secured Party liens on and security interests in the Collateral, among other assets, in order to secure the Debtor's repayment obligations with respect to certain loans, advances and extensions of credit made by the Secured Party to or for the benefit of the Debtor. Events of default have occurred under the terms and provisions of the Security Agreement. A more detailed description of the Policy is available by emailing the Secured Party's counsel, Darin T. Judd, Esq. at Djudd@twsglaw.com The Collateral will be offered for sale strictly "AS IS", "WHERE IS," "WITH ALL FAULTS" without recourse, representation, guaranty or warranty of any kind whether express or implied. Without limiting the generality of the foregoing, the Secured Party expressly disclaims all warranties of merchantability, fitness or use, or otherwise and Secured Party will not be liable to the Purchaser or any other person or entity for consequential or incidental damages. The Debtor is entitled to an accounting of the Indebtedness secured by the Collateral which will be sold pursuant to this Notice. The Debtor may request such accounting by contacting the undersigned counsel for the Secured Party. The Secured Party reserves the right to credit bid all or any portion of its claim against the Debtor to acquire the Collateral, either directly or through an affiliated entity, and to credit the amount bid against the expenses of the Auction and the Indebtedness. The Secured Party also reserves the right to reject any bid or all bids at the auction or any adjournment of the Auction. Further, the Secured Party reserves the right to cancel, postpone or adjourn the Auction with announcements made at the initial date set for the Auction. The Auction may be resumed without further notice or publication at the time and place which may have been given at the adjournment. Any person desiring further information regarding the Collateral or the Auction should contact counsel for Secured Party. MCGAHAN FAMILY: Richard Hamilton Objects to Disclosures & Plan -------------------------------------------------------------- Richard Hamilton filed with the U.S. Bankruptcy Court for the District of Alaska an objection to McGahan Family Limited Partnership's disclosure statement and plan of reorganization. Mr. Hamilton's claim includes a subrogated lien claim of $11,123.57 and a 50% ownership interest (estimated at $120,000) in a parcel of property that may be worth $240,000. The twenty-nine page Proof of Claim filed by Mr. Hamilton states and describes the amount of the claim in the total sum of $131,123.57. The Plan states that Mr. Hamilton has a secured claim of $131,123.60. The claim is listed under S-1 but is not designated separately as a secured claim. No ballot was sent to accept or reject the secured portion of the claim. Mr. Hamilton's verified proof of claim of $131,123.57 is "not contested" by the Debtor, yet the Debtor lists "0" as the amount of his allowed claim. Mr. Hamilton hopes the property will sell for $240,000 so that he receives $120,000. In the "Payment of Claims," however, the Debtor reserves an option to sell the property for $200,000 (or less with commissions) which would result in $100,000 (or less with commissions) to Mr. Hamilton. The funds to pay Mr. Hamilton's "allowed" and "not contested" secured claim of $131,123.57 are not disclosed. LexusNexus sends statements of coverage to additional insureds. Mr. Hamilton received a statement from the company that appears to describe a different property owned by the Debtor. The insurance card he received does not include the hanger address. "The property described in the statement appears to be across the way on 52184 Montague Lane, Nikiski, Alaska. Mr. McGahan's son and his wife appear to live there. The insurance issue still does not appear to be resolved. The Debtor should make the realtors employed by the Debtor available at the hearing to discuss the efforts to sell the properties to date and the prospects for sale in the future," Mr. Hamilton says. A copy of the Objection is available at: http://bankrupt.com/misc/akb16-00049-100.pdf As reported by the Troubled Company Reporter on Feb. 27, 2017, the Debtor filed with the Court a disclosure statement dated Feb. 22, 2017, explaining its plan of reorganization. Under the Plan, unsecured claims will be paid $60,110 plus accrued interest at 6% on or before Oct. 31, 2018, with the total amount paid estimated to be $69,464. Mr. Hamilton is represented by: LAW OFFICE OF STEVEN J. SHAMBUREK Steven J. Shamburek, Esq. 425 G Street, Suite 610 Anchorage, Alaska 99501 Tel: (907) 522-5339 E-mail: shamburek@gci.net shambureklaw@gci.net shamburekbank@gci.net About McGahan Family LP McGahan Family Limited Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Alaska Case No. 16-00049) on March 4, 2016. The Debtor estimated less than $50,000 in assets $50,000 to $100,000 in liabilities. The Debtor is represented by Terry P. Draeger, Esq., at Beaty & Draeger, Ltd. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of McGahan Family Limited Partnership. MEDICAL OFFICE: Unsecureds to Get $2,447 per Month for 30 Years --------------------------------------------------------------- Medical Office Partners filed with the U.S. Bankruptcy Court for the Easter District of Michigan a combined disclosure statement and plan of reorganization dated April 24, 2017. Class 3 General Unsecured Creditors will be paid pro rata at 5% interest, for a monthly payment of $2,447.10, amortized over 30 years, with a balloon payment due 10 years after the Effective Date in the amount of 418,599.92, which will be forgiven if all payments have been made pursuant to the Plan, subject to a 30 day right to cure upon written notice of any default. This class will be paid contemporaneously with all other classes. This class is impaired. The Debtor reasonably believes that its future operations will generate sufficient funds to satisfy its obligations under the Plan. To the extent that additional funds are necessary, third parties may provide such funds to the Reorganized Debtor. Other sources of cash may be explored and utilized by the Reorganized Debtor to the extent that such cash infusions are necessary to meet the obligations of the Plan. It is also contemplated that the final payments under the plan shall be made by refinancing or selling property, to the extent necessary. By way of example, it is contemplated that Dr. Bhanu J. Shah will make new value payments to the extent necessary to make plan payments and pay operating expenses. It is contemplated that Dr. Shah or related entities like the Debtor will take out a loan or sell property (like Medical Office Partners' real estate) to make the balloon payment to Fifth Third Bank, in this case and for the OM Shanti related case, 16-55660-mlo. If necessary, the Reorganized Debtor may, in its sole discretion, seek to obtain refinancing from either a lending institution or from other sources in an effort to satisfy the necessary cash payments described in the Plan. In the event that the Reorganized Debtor obtains financing, it will not obligate the Reorganized Debtor to accelerate any of the payments or obligations set forth in the Plan. There will be no prepayment penalty regarding plan payments. To the extent a new value auction is required, Dr. Shah offers $10,000 for the Residual Ownership interest as the initial bid at the new value auction. The new value contribution will be used for working capital and to pay operating and plan expenses, but not to any payments to any insiders. If the Court determines that a new value auction is required, the Debtor will proceed with an auction of the interests of the Reorganized Debtor on the 60th day after the confirmation hearing at 10:00 a.m., which may be adjourned by the Court or the Debtor. The auction of the Interests will occur at the offices of Robert N. Bassel at 25925 Telegraph Rd Ste 203, Southfield, MI 48033. It is contemplated that the auction will take place prior to entry of the confirmation court order. The Combined Disclosure Statement and Plan is available at: http://bankrupt.com/misc/mieb17-40918-44.pdf About Medical Office Partners Medical Office Partners filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 17-40918) on Jan. 24, 2017. Judge Maria L Oxholm oversees the case. Robert N. Bassel, Esq., serves as the Debtor's as bankruptcy counsel. MONAKER GROUP: Adopts Charters of Board Committees -------------------------------------------------- The Board of Directors of Monaker Group, Inc., adopted charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board. The Board of Directors appointed Mr. Pat LaVecchia (Chairman), Mr. Doug Checkeris and Mr. Robert Post, as members of the Audit Committee; Mr. Simon Orange (Chairman) and Mr. Checkeris, as members of the Compensation Committee; and Mr. Checkeris (Chairman) and Mr. LaVecchia, as members of the Nominating and Corporate Governance Committee. The Board of Directors also adopted the Whistleblower Protection Policy. About Monaker Group Monaker Group, Inc. (OTCMKTS: MKGI), formerly known as Next 1 Interactive, Inc., is a digital media marketing company focusing on lifestyle enrichment for consumers in the travel, home and employment sectors. Core to its marketing services are key elements including proprietary video-centered technology and established partnerships that enhance its reach. Video is quickly becoming consumer's preferred method of searching and educating themselves prior to purchases. Monaker's video creation technology and film libraries combine to create lifestyle video offerings that can be shared both to its customers and through trusted distribution systems of its major partners. The end result is better engagement with consumers who gain in-depth information on related products and services helping to both inform and fulfill purchases. Unlike traditional marketing companies that simply charge for advertising creation, Monaker holds licenses and/or expertise in the travel, real estate and employment sectors allowing it to capture fees at the point of purchase while the majority of transactions are handled by Monaker's partners. This should allow the company to capture greater revenues while eliminating much of the typical overhead associated with fulfillment. Monaker core holdings include Maupintour, NameYourFee.com, RealBiz Media Group - helping it to deliver marketing solutions to consumers at home, work and play. Monaker Group reported a net loss of $4.55 million on $544,700 of total revenues for the year ended Feb. 29, 2016, compared to a net loss of $2.98 million on $1.09 million of total revenues for the year ended Feb. 28, 2015. As of Nov. 30, 2016, Monaker Group had $2.54 million in total assets, $2.84 million in total liabilities and a total stockholders' deficit of $306,327. LBB & Associates Ltd., LLP, in Houston, Texas, in its report on the consolidated financial statements for the year ended Feb. 29, 2016, raised substantial doubt about the Company's ability to continue as a going concern. MONAKER GROUP: Issues CFO 100,000 Restricted Shares --------------------------------------------------- Monaker Group, Inc. issued Omar Jimenez, the Company's chief financial officer, chief operating officer and director, 100,000 shares of restricted common stock valued at $250,000 or $2.50 per share, as bonus compensation for the fiscal year ended Feb. 28, 2017, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. About Monaker Group Monaker Group, Inc. (OTCMKTS: MKGI), formerly known as Next 1 Interactive, Inc., is a digital media marketing company focusing on lifestyle enrichment for consumers in the travel, home and employment sectors. Core to its marketing services are key elements including proprietary video-centered technology and established partnerships that enhance its reach. Video is quickly becoming consumer's preferred method of searching and educating themselves prior to purchases. Monaker's video creation technology and film libraries combine to create lifestyle video offerings that can be shared both to its customers and through trusted distribution systems of its major partners. The end result is better engagement with consumers who gain in-depth information on related products and services helping to both inform and fulfill purchases. Unlike traditional marketing companies that simply charge for advertising creation, Monaker holds licenses and/or expertise in the travel, real estate and employment sectors allowing it to capture fees at the point of purchase while the majority of transactions are handled by Monaker's partners. This should allow the company to capture greater revenues while eliminating much of the typical overhead associated with fulfillment. Monaker core holdings include Maupintour, NameYourFee.com, RealBiz Media Group - helping it to deliver marketing solutions to consumers at home, work and play. Monaker Group reported a net loss of $4.55 million on $544,700 of total revenues for the year ended Feb. 29, 2016, compared to a net loss of $2.98 million on $1.09 million of total revenues for the year ended Feb. 28, 2015. As of Nov. 30, 2016, Monaker Group had $2.54 million in total assets, $2.84 million in total liabilities and a total stockholders' deficit of $306,327. LBB & Associates Ltd., LLP, in Houston, Texas, in its report on the consolidated financial statements for the year ended Feb. 29, 2016, raised substantial doubt about the Company's ability to continue as a going concern. MOTORS LIQUIDATION: GUC Trust Reallocates $10M to Satisfy Expenses ------------------------------------------------------------------ Pursuant to the Second Amended and Restated Motors Liquidation Company GUC Trust Agreement dated as of July 30, 2015, and between the parties thereto, Wilmington Trust Company, acting solely in its capacity as trust administrator and trustee of the Motors Liquidation Company GUC Trust, is required to file certain GUC Trust Reports with the Bankruptcy Court for the Southern District of New York. On April 21, 2017, the GUC Trust Administrator filed the GUC Trust Report required by Section 6.2(c) of the GUC Trust Agreement for the fiscal quarter ended March 31, 2017. On April 25, 2017, the GUC Trust Administrator filed a revised version of the March 31, 2017 6.2(c) Report. The GUC Trust previously filed an original version of the 6.2(c) Report as Exhibit A to its status report filed on April 21, 2017. The Revised 6.2(c) Report replaces in its entirety the Original 6.2(c) Report, and reflects the reallocation of approximately $9.9 million from Excess GUC Trust Distributable Assets (that would otherwise be reserved for distribution to holders of the contingent beneficial units issued by the GUC Trust) to funds available to satisfy fees, costs and expenses of the GUC Trust for the calendar year 2017, as authorized by the Bankruptcy Court its Order (A) Authorizing the GUC Trust Administrator to Reallocate and Use Distributable Cash for the Purposes of Funding Administrative Expenses of the GUC Trust and (B) Extending the Duration of the GUC Trust. The quarterly budget variance report appended as Exhibit B to the March 31, 2017 Status Report has not been amended. The Revised 6.2(c) Report is not intended to constitute, and should not be construed as, investment advice. The Revised 6.2(c) Report has been provided to comply with the GUC Trust Agreement and the Confirmation Order and for informational purposes only and may not be relied upon to evaluate the merits of investing in any securities or interests referred to herein. The GUC Trust has no officers, directors or employees. The GUC Trust and Wilmington Trust Company, solely in its capacity as trustee and trust administrator, rely solely on receiving accurate information, reports and other representations from GUC Trust professionals and other service providers to the GUC Trust. In submitting the Revised 6.2(c) Report and executing any related documentation on behalf of the GUC Trust, the GUC Trust Administrator has relied upon the accuracy of those reports, information and representations. A full-text copy of the Revised Motors Liquidation Company GUC Trust Quarterly Section 6.2(C) Report as of March 31, 2017 is available for free at https://is.gd/9M8Fub About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. NEUROLOGICAL SURGERY: Taps De Leo Law Firm as Legal Counsel ----------------------------------------------------------- Neurological Surgery of Covington, PLLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire legal counsel. The Debtor proposes to hire The De Leo Law Firm LLC to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Robin De Leo, Esq., the attorney designated to represent the Debtor, will charge an hourly rate of $300. Paralegals will charge $85 per hour. The firm received a retainer of $29,385.50, plus filing fee of $1,717 from the Debtor. De Leo Law Firm does not represent or hold any interest adverse to the Debtor or its bankruptcy estate, according to court filings. The firm can be reached through: Robin De Leo, Esq. 800 Ramon Street Mandeville, LA 70448 Phone: (985) 727-1664 Fax: (985) 727-4388 Email: jennifer@northshoreattorney.com About Neurological Surgery of Covington Neurological Surgery of Covington, PLLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17- 10972) on April 19, 2017. The petition was signed by Alan M. Weems, M.D., managing member. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. NEW CAL-NEVA LODGE: Creditors, Trusts Oppose Debtor Plan -------------------------------------------------------- A group of creditors of New Cal-Neva Lodge, LLC, asked a U.S. bankruptcy court to deny approval of the disclosure statement, which explains the company's proposed plan to exit Chapter 11 protection. In a filing with the U.S. Bankruptcy Court in Nevada, the group led by creditor Leslie Busick complained the company did not "adequately explain" in the document how the plan will be implemented. "If the proposed plan will be funded, in part, by a $34 million investment from Mayer Financial LP, there is no explanation of whether or not Mayer has completed its due diligence, has the available funds on hand, and is prepared to perform," the group said. The disclosure statement also does not adequately explain the treatment of secured claims, and lacks information to determine the feasibility of the plan, according to the creditors group. The plan had also drawn objection from the Painters Trusts group represented by Christensen James & Martin. The group criticized the company's failure to disclose enough information. The creditors are represented by: Alan R. Smith, Esq. Holly E. Estes, Esq., Law Offices of Alan R. Smith 505 Ridge Street Reno, NV 89501 Tel: (775) 786-4579 Fax: (775) 786-3066 Email: mail@asmithlaw.com Christensen maintains an office at: Wesley J. Smith, Esq. Laura J. Wolff, Esq. Christensen James & Martin 7440 W. Sahara Avenue Las Vegas, NV 89117 Tel: (702) 255-1718 Email: wes@cjmlv.com Email: ljw@cjmlv.com About New Cal-Neva Lodge New Cal-Neva Lodge, LLC, based in Saint Helena, California, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July 28, 2016. In its petition, New Cal-Neva estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. The petition was signed by Robert Radovan, president and secretary. Judge Thomas E. Carlson presides over the case. Keller & Benvenutti LLP serves as bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Sept. 13, 2016. The committee hired Pachulski Stang Ziehl & Jones LLP, as legal counsel; Province, Inc. as financial advisor; and Fennemore Craig P.C. as Nevada counsel. New Cal-Neva filed a Chapter 11 plan of reorganization for the company and its parent Cal Neva Lodge, LLC. On January 6, 2017, Leslie P. Busick and several other creditors proposed a Chapter 11 plan of reorganization for New Cal-Neva. The group is represented by the Law Offices of Alan R. Smith. On March 21, 2017, Ladera Development, LLC filed a Chapter 11 plan of reorganization for New Cal-Neva and its parent. NEW CAL-NEVA LODGE: Opposes Approval of Busick Plan Outline ----------------------------------------------------------- New Cal-Neva Lodge, LLC, has opposed the outline of the Chapter 11 plan of reorganization proposed by a group of creditors, saying it does not contain "adequate information." In a filing with the U.S. Bankruptcy Court for the District of Nevada, the company said the document does not provide enough information regarding the proposed financing, the mechanics of the plan, and the potential risks surrounding implementation of the plan. The plan proposed by Leslie Busick and several other creditors for New Cal-Neva will be funded by new financing from Suntoro sufficient to pay all creditors in full, according to court filings. The plan had also drawn objection from the Painters Trusts group represented by Christensen James & Martin. The group criticized the creditors' failure to disclose adequate information. Christensen maintains an office at: Wesley J. Smith, Esq. Laura J. Wolff, Esq. Christensen James & Martin 7440 W. Sahara Avenue Las Vegas, NV 89117 Tel: (702) 255-1718 Email: wes@cjmlv.com Email: ljw@cjmlv.com About New Cal-Neva Lodge New Cal-Neva Lodge, LLC, based in Saint Helena, California, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July 28, 2016. In its petition, New Cal-Neva estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. The petition was signed by Robert Radovan, president and secretary. Judge Thomas E. Carlson presides over the case. Keller & Benvenutti LLP serves as bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Sept. 13, 2016. The committee hired Pachulski Stang Ziehl & Jones LLP, as legal counsel; Province, Inc. as financial advisor; and Fennemore Craig P.C. as Nevada counsel. New Cal-Neva filed a Chapter 11 plan of reorganization for the company and its parent Cal Neva Lodge, LLC. On January 6, 2017, Leslie P. Busick and several other creditors proposed a Chapter 11 plan of reorganization for New Cal-Neva. The group is represented by the Law Offices of Alan R. Smith. On March 21, 2017, Ladera Development, LLC filed a Chapter 11 plan of reorganization for New Cal-Neva and its parent. NEW CAL-NEVA LODGE: Opposes Approval of Ladera Plan Outline ----------------------------------------------------------- New Cal-Neva Lodge, LLC, asked a U.S. bankruptcy court to deny approval of the disclosure statement, which explains Ladera Development's proposed Chapter 11 plan of reorganization for the company. In a filing with the U.S. Bankruptcy Court in Nevada, the company said the document does not provide information adequate to allow creditors to make informed judgment about the plan. New Cal-Neva cited the lack of information regarding the proposed financing transactions and the identity of the investor that would provide the necessary funding for the plan. The company also cited the lack of information regarding the mechanics of the plan, and potential risks to creditors and equity holders that the plan may not be confirmed. The plan had also drawn objections from a group of creditors led by Leslie Busick, and from the Painters Trusts group represented by Christensen James & Martin. Both groups also criticized Ladera's failure to disclose enough information. The creditors are represented by: Alan R. Smith, Esq. Holly E. Estes, Esq., Law Offices of Alan R. Smith 505 Ridge Street Reno, NV 89501 Tel: (775) 786-4579 Fax: (775) 786-3066 Email: mail@asmithlaw.com Christensen maintains an office at: Wesley J. Smith, Esq. Laura J. Wolff, Esq. Christensen James & Martin 7440 W. Sahara Avenue Las Vegas, NV 89117 Tel: (702) 255-1718 Email: wes@cjmlv.com Email: ljw@cjmlv.com About New Cal-Neva Lodge New Cal-Neva Lodge, LLC, based in Saint Helena, California, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July 28, 2016. In its petition, New Cal-Neva estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. The petition was signed by Robert Radovan, president and secretary. Judge Thomas E. Carlson presides over the case. Keller & Benvenutti LLP serves as bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Sept. 13, 2016. The committee hired Pachulski Stang Ziehl & Jones LLP, as legal counsel; Province, Inc. as financial advisor; and Fennemore Craig P.C. as Nevada counsel. New Cal-Neva filed a Chapter 11 plan of reorganization for the company and its parent Cal Neva Lodge, LLC. On January 6, 2017, Leslie P. Busick and several other creditors proposed a Chapter 11 plan of reorganization for New Cal-Neva. The group is represented by the Law Offices of Alan R. Smith. On March 21, 2017, Ladera Development, LLC filed a Chapter 11 plan of reorganization for New Cal-Neva and its parent. NEW COVENANT: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of The New Covenant Painting of NWA, Inc., as of April 25, according to a court docket. The New Covenant Painting of NWA, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Ark. Case No. 17-70191) on Jan. 27, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Emily J. Henson, Esq. NORTH BEACHES: Plan Confirmation Hearing on May 31 -------------------------------------------------- The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved North Beaches Pharmacy, Inc.'s disclosure statement dated April 21, 2017, with respect to the Chapter 11 plan dated April 21, 2017. May 31, 2017, is fixed for the hearing on final approval of the Disclosure Statement and for the hearing on confirmation of the Plan. The hearing will be held at 1:30 p.m. Any objections to Disclosure or Confirmation must be filed seven days before the hearing. North Beaches Pharmacy, Inc., filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 16-03618) on Sept. 28, 2016. The Hon. Jerry A. Funk presides over the case. The Debtor is represented by The Law Offices of Jason A. Burgess, LLC. NOVATION COMPANIES: UST Objects to "Opt-Out" Clause Under Plan -------------------------------------------------------------- BankruptcyData.com reported that the U.S. Trustee assigned to Novation Companies' case filed with the U.S. Bankruptcy Court an objection to the confirmation of First Amended Joint Chapter 11 Plan of Reorganization of Novation Companies and Novastar Mortgage. The trustee asserts, "Preliminarily, it should be noted that this Opt-Out clause is misleading and inaccurate when it indicates that 'all creditors' have the ability to elect to 'opt out' of the Third-Party Releases. In fact, a large group of creditors do not have the ability to opt out of the Third-Party Releases. Specifically, those creditors whose claims are deemed 'unimpaired' and, therefore, who do not get to vote to accept or reject the Plan cannot opt out. Here, the Third-Party Releases and the Exculpation Provision are improper and overly broad. The Exculpation Provision here purports to preclude liability on the back end for the very things Judge Derby held were improper to exclude on the front end. The Exculpation Provision also releases some creditors from liability, so long as those creditors are members of the Creditors Committee. The United States Trustee appoints members of the Creditors Committee to adequately represent the various types of creditors in the case, not so they can bootstrap their membership into undeserved releases of liability by parties who did nothing but happen to be creditors of the same debtor who were not selected to serve on the Creditors Committee. Finally, to be permissible, an exculpation clause must contain a "gatekeeper function" by which the Court may, 'in its discretion, permit an action to go forward against the exculpated parties.' The Plan here does not provide for such a "gatekeeper function" by the Court. About Novation Companies Headquartered in Kansas City, Missouri, Novation Companies, Inc. (otcqb: NOVC) -- http://www.novationcompanies.com/-- is in the process of implementing its strategy to acquire operating businesses or making other investments that generate taxable earnings. Prior to 2008, Novation originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage securities. At the height of its business, the Company originated more than $11 billion annually in mortgage loans. After ceasing lending operations and completed a sale of its servicing portfolio amidst the housing collapse in 2007, the Company has been engaged in the business of acquiring various businesses. Novation Companies and certain of its subsidiaries filed voluntary petitions for chapter 11 business reorganization in Baltimore, Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July 20, 2016. In its petition, NCI disclosed assets of $33 million and liabilities of $91 million. The cases are assigned to Judge David E. Rice. The Debtors hired the law firms of Shapiro Sher Guinot & Sandler, P.A., and Olshan Wolosky LLP as bankruptcy counsel. The Debtors also hired Orrick, Herrington & Sutcliffe LLP as special litigation counsel; Holland & Knight LLP as Investment Company Act compliance counsel; and Deloitte Tax LLP as tax service provider. On Aug. 1, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee has hired Hunton & Williams LLP, as counsel and Alvarez & Marsal Valuation Services, LLC, as valuation expert. NOVATION COMPANIES: UST Opposes Immunity Provisions Under Plan -------------------------------------------------------------- BankruptcyData.com reported that the U.S. Trustee assigned to Novation Companies' case filed with the U.S. Bankruptcy Court an objection to confirmation of the First Amended Joint Chapter 11 Plan of Reorganization of Novation Companies and Novastar Mortgage. The trustee asserts, "Debtors Novation Companies and Novstar Mortgage seek broad immunity from liability for an assortment of non-debtors, such as Novation's officers and directors, the Creditors' Committee, bankruptcy professionals, and the third-party seller of a business entity Novation intends to purchase. The Fourth Circuit has made clear that these types of immunity provisions are disfavored and are to be permitted only in the most extraordinary and unusual circumstances, none of which exist here. Here, the Plan is being used by the individuals responsible for authoring the Plan and others with influence in the authoring of the Plan to shield themselves from potential liability solely for their own personal benefit (an unabashedly improper use of such provisions and of a Chapter 11 Plan). Novation cannot satisfy the Fourth Circuit test for allowing these types of immunity provisions in a Chapter 11 Plan. Novation is incorrect that consent provides a stand-alone basis to permit the inclusion of these types of immunity provisions in a Chapter 11 Plan. Second, even if consent were sufficient to allow confirmation of a plan with such provisions, the procedure Novation proposes to "impute" alleged consent upon the affected parties is wholly inadequate to support any legitimate finding of the requisite consent. Indeed, the proposed procedure is designed more as a trap for the unwary than as a realistic means of demonstrating true consent. All of which again demonstrates that the true motivations at play are the personal protection of the Plan's individual authors." About Novation Companies Headquartered in Kansas City, Missouri, Novation Companies, Inc. (otcqb: NOVC) -- http://www.novationcompanies.com/-- is in the process of implementing its strategy to acquire operating businesses or making other investments that generate taxable earnings. Prior to 2008, Novation originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage securities. At the height of its business, the Company originated more than $11 billion annually in mortgage loans. After ceasing lending operations and completed a sale of its servicing portfolio amidst the housing collapse in 2007, the Company has been engaged in the business of acquiring various businesses. Novation Companies and certain of its subsidiaries filed voluntary petitions for chapter 11 business reorganization in Baltimore, Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July 20, 2016. In its petition, NCI disclosed assets of $33 million and liabilities of $91 million. The cases are assigned to Judge David E. Rice. The Debtors hired the law firms of Shapiro Sher Guinot & Sandler, P.A., and Olshan Wolosky LLP as bankruptcy counsel. The Debtors also hired Orrick, Herrington & Sutcliffe LLP as special litigation counsel; Holland & Knight LLP as Investment Company Act compliance counsel; and Deloitte Tax LLP as tax service provider. On Aug. 1, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee has hired Hunton & Williams LLP, as counsel and Alvarez & Marsal Valuation Services, LLC, as valuation expert. NUSTAR ENERGY: Fitch Assigns B+ Rating to Proposed Preferreds ------------------------------------------------------------- Fitch Ratings has assigned a 'B+'/'RR6' rating to NuStar Energy L.P.'s (NuStar) proposed issuance of perpetual preferreds. Proceeds from the offering are to be used to partially finance the pending acquisition of Navigator Energy Services, LLC (Navigator) which is expected to close in May 2017. The perpetual preferreds are assigned 50% equity credit under Fitch's hybrid criteria. The Recovery Rating of 'RR6' for the securities reflects Fitch's expectations for poor recovery prospects in the event of a default. The Rating Outlook is Stable. KEY RATING DRIVERS NuStar's strong fee-based and regulated pipeline, terminalling and storage assets support the 'BB' Long-Term Issuer Default Rating (IDR). The acquisition of Navigator will increase NuStar's basin diversity and should help increase its stable cash flows. Furthermore, Navigator's assets are located in the Midland basin in the Permian, a basin with low cost crude production and a strong growth profile. NuStar is acquiring Navigator for $1.475 billion in cash. The partnership will use a combination of debt and equity to finance the transaction. NuStar has already raised $665 million in gross proceeds ($644 million net) from a common equity offering to partially fund the acquisition. In addition, it raised $550 million of senior unsecured notes due 2027. The partnership's presence in two important crude basins once the acquisition closes also supports the rating. NuStar already has significant assets in the Eagle Ford. The Navigator acquisition will mean NuStar will also have significant assets in the Permian. Volumes in the Midland basin are expected to grow significantly over the next few years. As a result, NuStar will increase in size and scale while increasing its geographic diversity into one of the most favorable production profile basins in the U.S. Concerns include increasing leverage as a result of the pending acquisition. At the end of the first quarter of 2017, NuStar's leverage (defined as adjusted debt to adjusted EBITDA) was 5.0x. With the pending acquisition, leverage is now expected to be in the range of 6.2x to 6.8x by the end of 2017. Financing for the acquisition is expected to come from a balance of debt and equity. Fitch projects leverage to fall to approximately 5.0x at the end of 2018. The projected decline in 2018's leverage is largely attributed to a full year of EBITDA from the Navigator assets. Other concerns include weakness in the distribution coverage ratio. Fitch projects that after the new common units are offered to finance the acquisition, the coverage ratio will fall below 1.0x. However, as volumes and EBITDA ramps up from the Navigator acquisition, Fitch projects it to increase to approximately 1.0x by the end of 2018. Additional concerns include execution risk, as well as, integration risk. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for NuStar include: -- The acquisition of Navigator closes in May 2017; -- Fitch's assumes a base case commodity price for WTI of $50.00 for 2017, $52.50 for 2018, $57.50 for 2019 and $62.50 for the long term; -- Leverage increases and is in the range of 6.2x to 6.8x by the end of 2017; -- Growth in EBITDA is significant in 2018 causing leverage to fall to approximately 5.0x by the end of 2018; -- No distribution growth for common unit-holders. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- While not expected in the near term, Fitch may take positive rating action if leverage falls below 5.0x for a sustained period of time provided that the distribution coverage is at or above 1.0x. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Lack of access to capital markets; -- Failure to reduce growth capex if availability to fund growth is restricted or too heavily dependent on debt; -- Reduced liquidity; -- Deterioration of EBITDA and inability to meet growth expectations associated with capex spending and the Navigator acquisition; -- Significant increases in capital spending beyond Fitch's expectations that have negative consequences for the credit profile; -- Increased leverage beyond 6x for a sustained period of time. LIQUIDITY As of Dec. 31, 2016, the partnership had $36 million of cash and equivalents on the balance sheet. NuStar had utilized $855 million on the $1.5 billion revolver due 2019, including $16 million of letters of credit outstanding. Availability to draw on the revolver is restricted by the leverage covenant as defined by the bank agreement, which does not allow leverage to be greater than 5x for covenant compliance. However, if NuStar makes acquisitions that exceed $50 million, the bank-defined leverage ratio increases to 5.5x from 5.0x for two consecutive quarters. Fitch expects NuStar to remain covenant compliant. The bank agreement definition of debt excludes debt proceeds held in escrow for the future funding of construction, which was $42 million as of Dec. 31, 2016, $403 million of junior subordinated debt, and $227 million of perpetual preferreds that were recently issued. The bank-defined leverage calculation also gives pro forma credit for EBITDA for material projects and acquisitions. NuStar also has access to two short-term lines of credit with uncommitted borrowing capacity of $75 million. As of Dec. 31, 2016, there was $54 million of borrowings on these credit lines leaving $21 million available for borrowing. In June 2015, NuStar established a $125 million receivable financing agreement that can be upsized to $200 million. This agreement has an initial termination date of June 15, 2018 with the option to renew for an additional 364-day period thereafter. As of Dec. 31, 2016, it had $105 million of accounts receivables in the securitization program for NuStar Finance LLC. Account receivables held by NuStar Finance LLC are not available for claims of credits of NuStar Energy LP. NuStar has $350 million of notes due in 2018. NuStar also has $402.5 million of junior subordinated notes callable in 2018; however, they are not due until 2043. FULL LIST OF RATINGS Fitch currently rates the following: NuStar Energy, L.P. -- Long-Term IDR 'BB'; -- Perpetual preferred equity 'B+'/'RR6'. NuStar Logistics, L.P. -- Long-Term IDR 'BB'; -- Senior unsecured notes 'BB'/'RR4'; -- Junior subordinated notes 'B+'/'RR6'. The Rating Outlook for both entities is Stable. PACIFIC 9: Asks Court to Move Plan Exclusivity Period to August 22 ------------------------------------------------------------------ Pacific 9 Transportation, Inc., requests the U.S. Bankruptcy Court to extend its exclusive period to file a plan of reorganization from April 24, 2017 to at least until August 22, 2017. The Debtor mentions that it has filed its Chapter 11 Original Plan of Reorganization and Disclosure Statement on January 26, 2017. However, the U.S. Trustee and the Official Committee of Unsecured Creditors filed oppositions to the Motion Approving Disclosure Statement. Consequently, the Debtor filed its First Amended Plan and Disclosure Statement on March 3, 2017 in response to the oppositions of the Committee and the U.S. Trustee in relation to approval of the adequacy of the Disclosure Statement. The hearing to consider approval of the Disclosure Statement was set for March 9, 2017. However, the Debtor avers that it has entered into a Stipulation with the Committee and the U.S. Trustee to continue the hearing to April 6. Subsequently, the Parties filed a Second Stipulation to continue the hearing to May 4; and on April 18 the Parties filed a Third Stipulation to continue the hearing to July 6 to give the Parties sufficient time to see if they could come to an agreement on the resolution on the motion. The Debtor contends that although it has already filed its First Amended Plan, it is still currently in the process of negotiating with the U.S. Trustee and the Committee regarding their objections to the First Amended Plan and Disclosure Statement. As such, the Debtor needs additional time to continue these negotiations with the Committee and the U.S. Trustee so as to resolve any objections that they have to the First Amended Plan and Disclosure Statement. The Debtor claims that, assuming it resolves the U.S. Trustee's and the Committee's objections to the First Amended Plan and Disclosure Statement, the Debtor needs time to either file a second amended plan and disclosure statement or attend the hearing on the adequacy of the First Amended Disclosure Statement. About Pacific 9 Transportation Pacific 9 Transportation, Inc. is a trucking company located in Los Angeles, California that provides trucking services throughout California. The Company rents real property located at 21900 S. Alameda Street, Los Angeles, CA 90810 for the premises used to store its trucks, trailers, ocean containers, and legally related equipment. As of September 1, 2016, it began using the premises as its office and principal place of business. Pacific 9 sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 16-15447) on April 26, 2016. The petition was signed by Le Phan, CFO. The case is assigned to Judge Julia W. Brand. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. The Debtor hired Haberbush & Associates LLP as its general bankruptcy counsel; and The Law Firm of Atkinson, Andelson, Loya, Ruud & Romo as its special counsel. On June 14, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Danning, Gill, Diamond & Kollitz, LLP as local counsel, and Armory Consulting Company as financial advisor. PAPERWORKS INDUSTRIES: S&P Affirms 'B-' CCR; Outlook Negative ------------------------------------------------------------- S&P Global Ratings said that it has revised its outlook on PaperWorks Industries Holding Corp. to negative from stable and affirmed its 'B-' corporate credit rating on the company. At the same time, S&P lowered its issue-level rating on the company's senior secured notes to 'CCC+' from 'B-' and revised the recovery rating to '5' from '4'. The '5' recovery rating indicates S&P's expectation of modest recovery (10%-30%; rounded estimate: 20%) in the event of a default. "Our negative outlook reflects sustained weakness in PaperWorks' financial performance, negative free cash flows, and elevated credit levels," said S&P Global credit analyst Daniel Lee. Over the past year, PaperWorks encountered several secular headwinds, including Coated Recycle Board (CRB) price contraction, declining sales volumes, and tepid growth in the company's key consumer products end-market. In addition, the company continues to incur various cash restructuring charges associated with facility closures (Philadelphia paper mill closure in April 2017) and the Wabash, Ind., mill upgrade. Though S&P expects the company to benefit from recent price increases in CRB, the closure of its Philadelphia mill and the roll-out of its specialty-grade, higher-margin CRB products, S&P do not expect these factors to meaningfully affect PaperWorks' financial performance until 2018. S&P Global Ratings' negative outlook on PaperWorks Industries Holding Corp. reflects a one-in-three chance that S&P will lower its ratings over the next 12 months. S&P expects free cash flow to remain negative over the next 12 months, given the company's continued weak financial performance, various restructuring activities (its Philadelphia paper mill shutdown) and relatively sizable ongoing interest expense obligations. These factors should be somewhat offset by recent CRB prices increases and the roll-out of the company's new specialty grade CRB production capacity, which S&P expects to gain traction in late 2017 or early 2018. S&P expects adjusted debt to EBITDA to remain elevated at over 11x over the next 12 months. However, the company's balance sheet cash of approximately $22 million and approximately $49 million of capacity on its ABL facility as of fiscal year-end 2016 somewhat mitigates overall leverage and liquidity concerns, for at least the next 12 months. S&P could lower its ratings on PaperWorks Industries if sustained sales volume declines, weakness in CRB pricing continues, or further restructuring or financial sponsor-related costs cause free cash flows to remain negative and the company's liquidity to diminish. Although unlikely over the next 12 months, S&P could consider revising its outlook on PaperWorks if there is a sizable and sustained improvement in overall financial performance. Under such a scenario, S&P would expect the company to return to positive free cash flow generation and for adjusted debt to EBITDA to improve to below 8x on a sustained basis. This could occur if the company generates mid-single-digit percentage sales growth, excluding adjustments for raw material pass-through mechanisms, combined with a 200 basis point improvement in operating margins. PARAGON OFFSHORE: de Groot & Hammersley Disclose Equity Stake ------------------------------------------------------------- Marcel de Groot and Michael Richard Hammersley, purported shareholders of Paragon Offshore, plc, disclosed in a regulatory filing that they may be deemed to beneficially own shares of the Company's common stock. Mr. de Groot says he may be deemed to own 4,336,483 shares or roughly 4.92% of Paragon common stock; Mr. Hammersley, 144,000 shares or roughly 0.16%, as of April 6, 2017. The SEC filing was made by Mr. Hammersley's Brightleaf Advisory Group, LLP. Mr. Hammersley may be reached at: Michael Richard Hammersley 706 N. Eugene Street, A4, Greensboro, NC 27401 Tel: (336) 209-3559 E-mail: michael@brightleafadv.com According to the filing, and as reported by the Troubled Company Reporter, Messrs. de Groot and Hammersely sought appointment of an official shareholders committee in Paragon's bankruptcy case. As reported by the TCR, the Delaware Bankruptcy Court denied the request for "reasons set forth on the record at the [March 27] Hearing." The SEC filing also disclosed transactions entered into by Messrs. de Groot and Hammersely to purchase additional Paragon shares. Mr. de Groot bought 392,499 shares for $0.08 apiece on Feb. 2. Mr. Hammersley bought a total of 82,000 Paragon shares in 10 transactions from Jan. 18 to March 22. The purchase price range from $0.27 on Jan. 18 to $0.07 on Feb. 17 and March 7; and $0.10 on March 20 and March 22. A copy of the filing is available at https://is.gd/5Jrj1d About Paragon Offshore Paragon Offshore plc (OTC: PGNPQ) -- http://www.paragonoffshore.com/ -- is a global provider of offshore drilling rigs. Paragon is a public limited company registered in England and Wales. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel; Richards, Layton & Finger, P.A. as local counsel; Lazard Freres & Co. LLC as financial advisor; Alixpartners, LLP, as restructuring advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and Kurtzman Carson Consultants as claims and noticing agent. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The committee retained Ducera Partners LLC as financial advisor. Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent under the Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and (b) as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba, Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett LLP. Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath & Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and Kimberly A. Brown, Esq. Counsel to Cortland Capital Market Services L.L.C. as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G. Primoff, Esq. Delaware counsel to Cortland Capital Market Services L.L.C. are Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M. Murphy, Esq.; and D. Ryan Slaugh, Esq. Counsel to Deutsche Bank Trust Company Americas as trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024, are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E. Siegel, Esq.; and Joshua Dorchak, Esq. PARAGON OFFSHORE: Unsecureds May Get 28% Under Latest Plan ---------------------------------------------------------- Paragon Offshore plc and its affiliated debtors filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement for their fourth joint chapter 11 plan of organization, dated April 21, 2017. The latest plan amends the treatment of the general unsecured claimants. For purposes of treatment in Class 4, Settled Claims comprising Term Loan Unsecured Claims will be Allowed in the aggregate principal amount of approximately $642,000,000 and Settled Claims comprising Revolver Unsecured Claims will be Allowed in the aggregate principal amount of approximately $777,000,000. On the later of the Effective Date and the date on which such General Unsecured Claim becomes an Allowed Claim, or, in each case, as soon thereafter as is reasonably practicable, each holder of an Allowed General Unsecured Claim will receive, in full and final satisfaction, compromise, settlement, release, and discharge of, in exchange for and on account of such Allowed Claim, its Pro Rata share of (i) the Net Distributable Cash and (ii) the New Equity Interests (subject to dilution by the Management Incentive Plan Securities). Distributions received under the Plan by holders of Allowed Senior Notes Claims will be subject to the rights of the Senior Notes Indenture Trustee to payment of fees, expenses, indemnification obligations, and Liens, including any charging lien, securing such right to payment under the Senior Notes Indenture. The Senior Notes Indenture Trustee's exercise of its charging lien will occur before any distributions are made to holders of Allowed Senior Notes Claims. The new estimated recovery for this class is 23% to 28%. Class 4 general unsecured claimants were previously classified in Class 5. As reported by the Troubled Company Reporter on March 15, 2017, each holder of an allowed Class 5 General Unsecured Claim will be entitled to receive cash in the amount equal to the lesser of (a) 26% of the amount of the holder's allowed claim and (b) its pro rata share of $5,000,000, or a higher amount as may be agreed between the Debtors and the requisite lenders. This class is impaired by the Plan. New Plan Drops Noble Settlement Paragon Offshore plc disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that a settlement agreement with Noble Corporation plc has been terminated. Paragon on February 12, 2016, entered into a binding term sheet with Noble with respect to a definitive settlement agreement. On April 29, 2016, the Company and Noble executed the Noble Settlement Agreement as contemplated by the Term Sheet. The Noble Settlement Agreement would have become effective upon the consummation of the Company's previously disclosed Second Joint Chapter 11 Plan of Reorganization of the Company, or a plan of reorganization substantially similar thereto, and the satisfaction of certain other conditions precedent as set forth in the Noble Settlement Agreement. The Noble Settlement Agreement provided that Noble may unilaterally terminate the Noble Settlement Agreement if: (i) the Debtors' filed a plan of reorganization with the United States Bankruptcy Court for the District of Delaware that did not incorporate the terms and conditions of the Noble Settlement Agreement, (ii) the Debtors filed a motion before the Bankruptcy Court to terminate their obligations under the Noble Settlement Agreement, or (iii) the release of claims by the Debtors in favor of Noble was deemed invalid or unenforceable. On April 21, 2017, the Company filed its Fourth Joint Chapter 11 Plan of Reorganization with the Bankruptcy Court. Under the New Plan, the Company does not intend to seek approval of the Noble Settlement Agreement with the Bankruptcy Court. As a result, on April 21, Noble terminated the Noble Settlement Agreement. Pursuant to the Noble Settlement Agreement, Noble would have provided direct bonding in fulfillment of the requirements necessary to challenge tax assessments in Mexico relating to the Company's business for the tax years 2005 through 2010. The Mexican Tax Assessments were originally allocated to the Company by Noble pursuant to the Tax Sharing Agreement by and between Noble and the Company, which was entered into in connection the Company's separation from Noble. The Company has contested or intends to contest the Mexican Tax Assessments and it may be required to post bonds in connection therewith. As of December 31, 2016, the Mexican Tax Assessments totaled approximately $165 million, with assessments for 2009 and 2010 yet to be received. Additionally, pursuant to the Noble Settlement Agreement, Noble would have been responsible for all of the ultimate tax liability for Noble legal entities and 50% of the ultimate tax liability for the Company's legal entities following the defense of the Mexican Tax Assessments. In consideration for this support, the Company had agreed to release Noble, fully and unconditionally, from any and all claims in relation to the Spin Off. On January 18, 2017, the Company reached an agreement in principle with a steering committee of lenders under Paragon's Senior Secured Revolving Credit Agreement maturing July 2019 and an ad hoc committee of lenders under Paragon's Senior Secured Term Loan Agreement maturing July 2021 to support a new chapter 11 plan of reorganization for the Debtors. On February 7, 2017, the Company filed the Prior Plan and related disclosure statement with the Bankruptcy Court. On April 21, following further discussions with the Secured Lenders, the Company filed the New Plan and related disclosure statement with the Bankruptcy Court. The New Plan makes certain modifications to the Prior Plan, among other changes, to: (i) no longer seek approval of the Noble Settlement Agreement; (ii) provide for a combined class of general unsecured creditors, including the Company's 6.75% senior unsecured notes maturing July 2022 and 7.25% senior unsecured notes maturing August 2024; and (iii) provides for the post-emergence wind-down of certain of the Debtors' dormant subsidiaries and discontinued businesses. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb16-10386-1388.pdf About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semi-submersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since Dec. 18, 2015. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP, as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. PASSAGE MIDLAND: Margaret Barajas Named PCO for 2 Units ------------------------------------------------------- Judy A. Robbins, the United States Trustee for Region 4, of the U.S. Bankruptcy Court for the Southern District of West Virginia entered a Notice appointing Margaret Barajas as the Patient Care Ombudsman for Passage Village of Laurel Run Operations, LLC and Passage Longwood Manor Operations, LLC. The Notice was made pursuant to the Court's order dated April 18, 2017 appointing Margaret Barajas as the PCO for the Debtors. The Notice provides that the appointment will continue until the time that the Debtors are no longer operating as health care businesses, and when the Chapter 11 cases are dismissed, or when the Court determines that a PCO is no longer necessary. The PCO can be reached at: Margaret Barajas PENNSYLVANIA DEPARTMENT OF AGING 555 Walnut St. 5th Floor Harrisburg, PA Tel.: (717)783-7096 About Passage Midland Meadows Operations, LLC Passage Midland Meadows Operations, LLC filed a Chapter 11 bankruptcy petition (Bankr. M.D.N.C.. Case No. 17-30092) on March, 2017. Hon. Frank W. Volk presides over the case. Jackson Kelly PLLC represents the Debtor as counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Andrew Turner, member-manager of Passage Healthcare, LLC, manager of Debtor. Passage Village of Laurel Run Operations, LLC (Bankr. S.D. W. Va. Case No. 17-30094) and Passage Longwood Manor Operations, LLC (Bankr. S.D. W. Va. Case No. 17-30095) filed Chapter 11 petitions on March 13, 2017. PAWN AMERICA: U.S. Trustee Forms 4-Member Committee --------------------------------------------------- Daniel M. McDermott, the U.S. Trustee for Region 12, on April 25 appointed four creditors of Pawn America Minnesota, LLC, et al., to serve on the official committee of unsecured creditors. The committee members are: (1) AllOver Media, LLC Attn: Shaun Nugent 16355 36th Ave N. Suite 700 Minneapolis, MN 55446 Tel: (763) 762-2060 E-mail: shaun.nugent@allovermedia.com (2) The Nerdery, LLC Attn: Steve Arndt 9555 James Avenue South, Suite 245 Bloomington, MN 55431 Tel: (952) 428-7120 E-mail: sarndt@nerdery.com (3) E-Commworks, Inc. Attn: Gerald Meier 2960 Winnetka North Suite 211 Crystal, MN 55429 Tel: (763) 231-1322 E-mail: gmeier@e-commworks.com (4) Computer Integration Technologies, Inc. Attn: Brian Olson 2375 Ventura Dr Suite A Woodbury, MN 55125 Tel: (651) 450-0333 E-mail: brian.olson@cit-net.com Shaun Nugent of AllOver Media, LLC, is designated as Acting Chairperson of said Committee pending selection by the Committee members of a permanent Chairperson. 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 Pawn America Founded in 1991, Pawn America -- http://www.pawnamerica.com/-- is engaged in the business of retail sale of used merchandise, antiques, and secondhand goods. It currently operates 24 stores in Minnesota, Wisconsin, South Dakota, and North Dakota and employs more than 500 people. The Company also founded and operates Payday America, CashPass and MyBridgeNow. Pawn America Wisconsin, LLC (Case No. 17-31146); Pawn America Minnesota, LLC (Case No. 17-31145); and Exchange Street, Inc. (Case No. 17-31147) each filed petitions for relief pursuant to Chapter 11 of Title 11 of the U.S. Code with the U.S. Bankruptcy Court for the District of Minnesota. The Debtors filed for Chapter 11 to preserve the going concern value of the businesses. The Debtors said the bankruptcy process will allow them to assess their collective footprint and thereby eliminate unprofitable stores and move forward with a strengthened business through a plan of reorganization. Edwin H. Caldie, Esq., Phillip J. Ashfield, Esq., and Andrew J. Glasnovich, Esq., at Stinson Leonard Street LLP serve as the Debtors' legal counsel. The Debtor Taps BGA Management, LLC as financial and turnaround consultant At the time of filing, the Debtors had estimated assets and liabilities, as follows: Estimated Estimated Assets Liabilities ---------- ----------- Pawn America Minnesota LLC $10M-$50M $10M-$50M Pawn America Wisconson LLC $10M-$50M $10M-$50M Exchange Street Inc. $10M-$50M $10M-$50M PENICK PRODUCE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Affilated debtors that filed separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Penick Produce Company, Inc. 17-11522 909 Highway 8 E Vardaman, MS 38878 Penick Business, LP 17-11523 909 Highway 8 E Vardaman, MS 38878 Penick, LP 17-11524 909 Highway 8 E Vardaman, MS 38878 Business Description: Founded in 1991, Penick Produce Co., Inc. is a small organization in the fresh fruits and vegetable companies industry located in Vardaman, MS. Chapter 11 Petition Date: April 26, 2017 Court: United States Bankruptcy Court Northern District of Mississippi (Aberdeen) Judge: Hon. Jason D. Woodard Debtors' Counsel: Douglas C. Noble, Esq. MCCRANEY MONTAGNET, QUIN & NOBLE PLLC 602 Steed Road, Suite 200 Ridgeland, MS 39157 Tel: 601-707-5725 Fax: (601) 510-2939 E-mail: dnoble@mmqlaw.com Estimated Estimated Assets Liabilities --------- ----------- Penick Produce Company $10M-$50M $1M-$10M Penick Business $1M-$10M $1M-$10M Penick, LP $1M-$10M $1M-$10M The petitions were signed by Robert A. Langston, president. A. Penick Produce Company's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Lyndale Farms Trade Debt $524,600 2505 Homeplace Rd Senatobia, MS 38668-8204 Tel: (662) 910-2047 County Line Farms Trade Debt $244,555 Loftness Specialized Equipment Trade Debt $119,848 N & W Farms Trade Debt $104,660 J.B. Rose and Sons Trade Debt $83,760 DeGROOT Logistics, Inc. Trade Debt $81,900 American Plasticulture Trade Debt $77,960 Wells Fargo $77,542 Harrell Welding Service, LLC Trade Debt $49,732 Mechanical Transplanter Trade Debt $47,604 Kelly Manufacturing Trade Debt $34,738 Monts Paper and Packing Trade Debt $33,100 Waring Oil Company Trade Debt $31,920 Darrin Vance Trade Debt $30,780 Branch Banking and Trade Debt $24,155 Trust Company Meridian Creek Farms, LLC Trade Debt $22,720 C&W Farms $21,700 Earp Farms Trade Debt $20,780 Earp Farms Trade Debt $20,780 John Deere Financial $20,657 B. Penick Business's List of Two Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ BanCorp South $0 John Deere Financial $0 C. Penick, LP's Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of Okolona $0 PORT CITY CLEANERS: Hires Galloway Wettermark as Attorney --------------------------------------------------------- Port City Cleaners, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Alabama to employ Galloway Wettermark Everest & Rutens, LLP, as attorney to the Debtor. Port City Cleaners requires Galloway Wettermark to: a. give the Debtor advice with respect to its power and duties as debtor-in-possession in the continued operation of its business and management of its property; b. protect the interest of the Debtor and debtor-in-possession in connection with lawsuits filed by the Debtor; c. prepare in behalf of the Debtor the applications, answers, orders, reports, and other legal papers; and d. perform all other legal services for the debtor-in- possession which may be necessary. Galloway Wettermark will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert M. Galloway, Esq., member of Galloway, Wettermark, Everest & Rutens, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Galloway Wettermark can be reached at: Robert M. Galloway, Esq. Galloway, Wettermark, Everest & Rutens, LLP P.O. Box 16629 Tel: (251) 476-4493 Email: bgalloway@gallowayllp.com About Port City Cleaners, Inc. Port City Cleaners, Inc., filed a Chapter 11 petition (Bankr. S.D. Ala. Case No. 17-01472) on April 19, 2017. Robert M. Galloway, Esq., at Galloway, Wettermark, Everest & Rutens, LLP, serves as bankruptcy counsel. PROGRESSIVE ACUTE: Unsecureds to Get Paid from Trust Assets ----------------------------------------------------------- A U.S. bankruptcy judge on April 19 approved the disclosure statement, which explains Progressive Acute Care LLC's proposed Chapter 11 plan. Judge Robert Summerhays of the U.S. Bankruptcy Court for the Western District of Louisiana gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." A court hearing to consider confirmation of the plan will be held on June 27, 10:00 a.m., at 1st Floor Courtroom, 214 Jefferson Street, Lafayette, Louisiana. Creditors have until June 20 to file objections and cast their votes accepting or rejecting the plan. Under the plan, holders of general unsecured claims will be paid their pro rata share of (i) 50% of any remainder of the priority reserve and each cash distribution from the liquidation trust until the "BFB distribution amount" is paid; and (ii) the liquidation trust assets remaining after cash distributions from such assets on account of the BFB distribution amount, according to the disclosure statement filed on April 18. The first amended disclosure statement dated April 18 added a list of security interests and pending litigation. A copy of the first amended disclosure statement is available for free: https://is.gd/bm7jzZ About Progressive Acute Care Progressive Acute Care, LLC, Progressive Acute Care Avoyelles, LLC, Progressive Acute Care Oakdale, LLC, and Progressive Acute Care Winn, LLC filed Chapter 11 petitions (Bankr. W.D. La. Case Nos. 16-50740, 16-80584, 16-50742, and 16-50743, respectively) on May 31, 2016. The petitions were signed by Daniel Rissing, CEO. The cases are assigned to Judge Robert Summerhays. Steffes, Vingiello & McKenzie, LLC, is serving as bankruptcy counsel to the Debtors, with the engagement led by Barbara B. Parsons, Esq., Catherine Noel Steffes, Esq., and William E. Steffes, Esq. Jack M. Stolier, Esq., at Sullivan Stolier, LC, is serving as the Debtors' special counsel. The Debtors also tapped Solic Capital Advisors, LLC, as their Financial Advisor; King, Reinsch, Prosser & Co., L.L.P., as certified public accountants; and TFG Consulting, LLC, as accountant and consultant. Progressive Acute Care estimated assets and debts at $10 million to $50 million at the time of the filing. Henry Hobbs, Jr., acting U.S. Trustee for Region 5, on June 21, 2016, appointed three creditors to serve on the Committee. The Acting U.S. Trustee, on Dec. 20, has added two more members to the Creditors' Committee. Sills Cummis & Gross P.C., is serving as the Committee's legal counsel, and Kean Miller LLP is co-counsel. QUORUM HEALTH: Moody's Confirms B3 CFR; Outlook Negative -------------------------------------------------------- Moody's Investors Service has confirmed the ratings of Quorum Health Corporation, including the B3 Corporate Family Rating and B3-PD Probability of Default Rating. Moody's also confirmed Quorum's senior secured credit facility rating at B2 and the unsecured notes rating at Caa2. Moody's also changed the Speculative Grade Liquidity Rating to SGL-3 from SGL-4. The rating outlook is negative. The confirmation of the ratings reflects Quorum's successful completion of its credit agreement amendment which supports adequate liquidity over the next 12 months. The ratings confirmation also reflects Quorum's filing of its 2016 audited financials, which had been delayed. "While Quorum faces a number of challenges following the spin-out from Community Health, planned divestitures will improve operating performance and result in deleveraging" said Jessica Gladstone, Senior Vice President with Moody's. This action concludes Moody's review of Quorum's ratings that was initiated on March 30, 2017. The negative outlook reflects uncertainty around the timing of, and proceeds from, planned facility divestitures and the risk that operating performance at these facilities will further deteriorate, burdening Quorum's cash flow. The negative outlook also reflects the risk that Quorum will face challenges in bringing its collection and billing processes in-house and stabilizing core same-facility adjusted admissions trends, which have been negative. The following ratings have been confirmed: Quorum Health Corporation: Corporate Family Rating at B3 Probability of Default Rating at B3-PD Senior secured credit facilities at B2 (LGD3) Senior unsecured notes at Caa2 (LGD5) The following ratings have been changed: Speculative Grade Liquidity Rating, to SGL-3 from SGL-4 The rating outlook is negative. RATINGS RATIONALE Quorum's B3 Corporate Family Rating reflects the company's very high financial leverage and limited track record of free cash flow. The rating also reflects the risks associated with establishing systems and operations as a stand-alone entity while facing operational headwinds, including declining volumes and adverse payor mix shifts. Quorum's ratings are supported by the company's good scale and limited competition in many of its markets. That said, scale and diversity will likely decline as the company executes on its divestiture plan. The Speculative Grade Liquidity Rating of SGL-3 reflects Moody's expectation that Quorum will maintain adequate liquidity over the next 12 months. Assuming the company continues to execute on its divestiture plan, Moody's forecasts modestly positive free cash flow over the next 12 months and adequate cash and external revolver capacity. The recent credit agreement amendment provides some covenant relief. However, covenant compliance will become uncertain again if Quorum does not successfully execute on its divestiture plan or other improvement initiatives. Moody's could upgrade the ratings if Quorum demonstrates sustained positive same-facility growth, and the ability to generate positive free cash flow. Successful transition of billing and collections services in-house and improved liquidity would also support an upgrade. Also, if Quorum can reduce adjusted debt/EBITDA below 6.0 times, Moody's could upgrade the ratings. If Quorum's liquidity weakens, Moody's could downgrade the ratings. Negative developments related to Quorum' divestiture plan, or its establishment as a stand-alone company could also lead to a downgrade. Persistent negative admissions trends at Quorum's continuing hospitals could also lead to a rating downgrade. Quorum Health Corporation is an operator and manager of hospitals and outpatient services in non-urban areas of the US. As of December 31, 2016, the company owned or leased 36 hospitals in 16 states. The company also manages, through its Quorum Health Resources subsidiary, 93 non-affiliated hospitals. Quorum recognized revenue of approximately $2.1 billion for the year ended December 31, 2016. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. RACEWAY MARKET: Hearing on Disclosures Approval Set for May 25 -------------------------------------------------------------- The Hon. Robyn L. Moberly of the U.S. Bankruptcy Court for the Southern District of Indiana will hold on May 25, 2017, at 2:00 p.m. EDT a hearing to consider the approval of Raceway Market Land, LLC's Chapter 11 Disclosure Statement dated April 18, 2017, referring to the Chapter 11 plan filed on April 18, 2017. Any objection to the Disclosure Statement must be filed at least five days prior to the hearing date. Headquartered in Indianapolis, Indiana, Raceway Market Land, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 16-09541) on Dec. 20, 2016, listing $4.25 million in total assets and $5.74 million in total liabilities. The petition was signed by Craig W. Johnson, president. Judge Robyn L. Moberly presides over the case. Andrew T. Kight, Esq., at Taft Stettinius & Hollister LLP serves as the Debtor's bankruptcy counsel. RANCHO PALOMITA: Unsecureds to Get $99 Per Month Under Latest Plan ------------------------------------------------------------------ Unsecured creditors of Rancho Palomita Advisors, LLC, will receive an estimated monthly payment of $99, according to the company's latest Chapter 11 plan of reorganization. Under the latest plan, holders of Class 7 claims will be paid 100% of the allowed amount of their claims at 3% interest on the unpaid balance in 60 equal monthly installments with the first payment due 60 days from the effective date of the plan. Rancho Palomita estimated Class 7 unsecured claims in the amount of $5,494, which does not include any deficiency amounts for secured creditors. An earlier version of the plan estimated the claims in the amount of $7,294, according to the latest disclosure statement filed on April 18 with the U.S. Bankruptcy Court in Arizona. A copy of the third amended disclosure statement is available for free at: https://is.gd/JxQxJb About Rancho Palomita Rancho Palomita Advisors, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 16-04036) on April 14, 2016. The petition was signed by Richard A. Spross, managing member. The Debtor is represented by Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC. The case is assigned to Judge Scott H. Gan. The Debtor disclosed zero assets and total debts of $1.62 million. No official committee of unsecured creditors has been appointed in the case. RFI MANAGEMENT: Allowed to Use Cash Collateral on Interim Basis --------------------------------------------------------------- Judge Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized RFI Management, Inc., to use cash collateral on an interim basis. The Debtor is allowed to use cash to pay its ordinary, necessary and reasonable post-petition operating expense and administrative expenses necessary for the administration of its estate, including the Debtor's reasonable attorneys' fees as approved by this Court and quarterly fees, as set forth in the budget. The approved Budget for the month of April 2017 shows total expenses of approximately $107,837. The Debtor acknowledges the validity, priority and extent of the security interest asserted by Swift Financial Corporation d/b/a Swift Capital. Swift Capital contends that it is the owner of the Debtor's Future Receivables. Pursuant to a certain Future Receivables Sale Agreement, Swift Capital has a security interest in Debtor's present and future accounts, receivables, chattel paper, deposit accounts, personal property, assets and fixtures, general intangibles, instruments, equipment and inventory, which constitutes cash collateral. The Agreement also refers to dollar amount of receivables sold of $176,850. The Debtor is directed to pay as adequate protection to Swift Capital the sum of $2,000, to be paid April 27, 2017. Swift Capital is granted a continuing post-petition lien and security interest in all property and categories of property of the Debtor in the same priority as it held a similar, unavoidable security interest as of the Petition Date, including the proceeds thereof, whether acquired prepetition or postpetition, but only to the extent of cash collateral used for purposes other than adequate protection payments to Swift Capital. The Debtor is also directed to maintain Debtor-in-Possession bank accounts into which it will deposit all rents and profits of the Property. The Debtor will also open and maintain a separate DIP Account for each project on which it is serving as a subcontractor, and all income and expenses for that project must be paid from the project's respective DIP Account. In addition, the Debtor is directed to provide to the Bankruptcy Administrator and any representatives and/or employees of Swift Capital all such information as they may reasonably request for the purpose of appraising or evaluating the cash collateral of the Debtor. The Debtor is also required to pay all state, federal and ad valorem taxes as they become due and will make all tax deposits and file all state and federal returns on a timely basis. The Debtor is authorized to use cash collateral until the earlier of: (A) April 27, 2017; (B) entry of an Order by the Court modifying the terms of the use of cash collateral or the adequate protection provided to Swift Capital; (C) entry of an order by the Court terminating the Interim Consent Order for cause, including but not limited to breach of its terms and conditions; or (D) upon filing of a notice of default as provided in the Interim Consent Order. The following will constitute events of default: (i) If the Debtor fails to make the adequate protection payments to Swift Capital as set forth in the Interim Consent Order; (ii) If any post-petition lender to the Debtor or any other creditor of the Debtor will acquire a post-petition security interest in or lien upon the Post-petition Collateral having priority over the security interests and liens in such property held by Swift Capital unless Swift Capital expressly consents to such subordination in writing. (iii) If the Debtor fails to comply with any of the other terms and conditions of the Interim Consent Order; (iv) If the Debtor uses cash collateral in a manner other than as agreed in the Interim Consent Order; (v) Conversion of this case to a proceeding under Chapter 7 of the Bankruptcy Code; or (vi) Appointment of a trustee or examiner. A further hearing, which may be a final hearing, will be held on April 27, 2017 at 11:00 a.m., at which time the Court will further consider the Debtor's authority to use cash collateral. A full-text copy of the Interim Consent Order, dated April 24, 2017, is available at http://tinyurl.com/majy9r7 Swift Financial Corporation is represented by: James A. Beck, II, Esq. VANN ATTORNEYS, PLLC Post Office Box 2445 Raleigh, NC 27602-2445 Phone: (919) 510-8585 Fax: (919) 510-8570 E-mail: jbeck@vannattorneys.com About RFI Management RFI Management, Inc., works as a subcontractor installing a full range of flooring products and wall materials, principally in Hotel Properties across the United States and in Puerto Rico. RFI Management filed a Chapter 11 bankruptcy petition (Bankr. M.D.N.C. Case No. 17-80247) on March 29, 2017. Edward Rosa, President, signed the petition. At the time of filing, the Debtor estimated assets and liabilities between $100,000 and $500,000. James C. White, Esq. and Michelle M. Walker, Esq. at Parry Tyndall White, serve as counsel to the Debtor. The Debtor hired Padgett Business Services of NC as its accountant. No official committee of unsecured creditors has been appointed in the Chapter 11 case. ROCK ISLAND REALTY: Hearing on Disclosures OK Set for June 29 ------------------------------------------------------------- The Hon. Thomas L. Perkins of the U.S. Bankruptcy Court for the Central District of Illinois has scheduled for June 29, 2017, at 11:00 a.m., the hearing to consider the approval of the amended disclosure statement filed by Rock Island Realty, LLC, on April 21, 2017, referring to the Debtor's amended plan of reorganization dated April 21, 2017. Objections to the Amended Disclosure Statement must be filed by June 19, 2017. Headquartered in Rock Island, Illinois, Rock Island Realty, LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No. 15-81508) on Oct. 2, 2015, estimating its assets at between $500,001 and $1 million, and liabilities at between $100,001 and $500,000. Dale G Haake, Esq., at Katz Nowinski P.C. ROCK ISLAND: 100% Recovery for Unsecureds Under Amended Plan ------------------------------------------------------------ Rock Island Realty, LLC, filed with the U.S. Bankruptcy Court for the Central District of Illinois a small business amended disclosure statement describing their plan of reorganization, dated April 21, 2017. General unsecured creditors are classified in Class 3 and will receive, with the exception of the City Rock Island, a distribution of 100% of their allowed claims, to be distributed as follows: paid in full within one year of the date of confirmation. As of April 21, there is only one known filed claim: City of Rock Island which claim amount will be abated. Payments and distributions under the plan will be funded by the following: Demolition, development, sale, or lease of real estate. The plan proponent believes that the Debtor will have enough cash on hand on the effective date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/ilcb15-81508-132.pdf Rock Island Realty, LLC filed for chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No. 15-81508) on Oct. 2, 2015. The company is represented by Dale G Haake, Esq. of Katz Nowinski P.C. ROOT9B HOLDINGS: Incurs $30.5 Million Net Loss for 2016 ------------------------------------------------------- root9B Holdings Inc filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $30.49 million on $10.24 million of net revenue for the year ended Dec. 31, 2016, compared with a net loss of $8.339 million on $11.16 million of net revenue for the year ended Dec. 31, 2015. In the fourth quarter of 2016, the Company announced its commitment to re-focus its business to that of a pure-play cyber-security company based on the operations of its wholly-owned subsidiary root9B, LLC. In connection therewith, the Company announced a series of initiatives including the divestiture and/or downsizing of its non-cybersecurity assets. As a result, the Company sold its Control Engineering, Inc. subsidiary and are actively seeking a buyer for the IPSA subsidiary. The Company is still in the early stages of commercialization and while it believes that its business developments efforts will be successful, and ultimately enhanced by the opening of the APC, there can be no assurances that its efforts to commercialize its new product offerings and grow root9B, LLC's revenues will be successful. As of Dec. 31, 2016, root9B Holdings disclosed $19.74 million in total assets, $15.67 million in total liabilities, and stockholders' equity of $4.066 million. Cherry Bekaert LLP issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and has negative operating cash flows and will require additional financing to fund the continued operations. The availability of such financing cannot be assured. These conditions raise substantial doubt about its ability to continue as a going concern. A full-text copy of Form 10-k is available for free at https://is.gd/FQtKQR About Root9B root9B Holdings, Inc. (OTCQB: RTNB) -- http://www.root9bholdings.com/-- is a provider of Cybersecurity and Regulatory Risk Mitigation Services. Through its wholly owned subsidiaries root9B and IPSA International, the Company delivers results that improve productivity, mitigate risk and maximize profits. Its clients range in size from Fortune 100 companies to mid-sized and owner-managed businesses across a broad range of industries including local, state and government agencies. Root9B Technologies, Inc., changed its name to root9B Holdings effective Dec. 5, 2016, and relocated its corporate headquarters from Charlotte, NC to the current headquarters of root9B, its wholly owned cybersecurity subsidiary, in Colorado Springs, CO. RUBY TUESDAY: Concept President Brett Patterson Quits ----------------------------------------------------- Ruby Tuesday disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company's Concept President, Brett A. Patterson, departed effective April 24, 2017. Jim Hyatt, chief executive officer and president, will be heading the operations team. Ruby Tuesday Ruby Tuesday, Inc. owns, operates, and franchises the Ruby Tuesday casual dining restaurant chain and operates in the bar and grill segment of the casual dining industry. As of May 31, 2016, the Company owned and operated 646, and franchised 78, Ruby Tuesday restaurants. Of the 78 franchised Ruby Tuesday restaurants, 27 were operated by the Company's domestic franchisees and 51 were operated by its international franchisees. Ruby Tuesday restaurants can be found in 44 states, 14 foreign countries, and Guam. The Company's Company-owned and operated restaurants are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest of the United States, which the Company considers to be its core markets. Ruby Tuesday incurred a net loss of $50.68 million for the year ended May 31, 2016, following to a net loss of $3.19 million for the year ended June 2, 2015. As of Feb. 28, 2017, Ruby Tuesday had $742.81 million in total assets, $428.41 million in total liabilities and $314.39 million in total shareholders' equity. * * * As reported by the TCR on April 18, 2017, S&P Global Ratings lowered its corporate credit rating on the Maryville, Tenn.-based restaurant Ruby Tuesday Inc. to 'CCC+' from 'B-'. The outlook is negative. "The downgrade reflects our view of uncertainty regarding the company's ability to meaningfully improve earnings growth that can support what we currently see as an unsustainable capital structure. While liquidity is also tightening, we do not currently envision a specific default scenario in the next 12 months, as the company does not face any significant debt maturities within the next year," said credit analyst Mathew Christy. RUPARI HOLDING: Seeks to Hire DLA Piper as Legal Counsel -------------------------------------------------------- Rupari Holding Corp. and Rupari Food Services, Inc. seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire legal counsel in connection with their Chapter cases. The Debtors propose to hire DLA Piper LLP (US) to, among other things, give legal advice regarding their duties under the Bankruptcy Code, assist in negotiations of financing agreements, prepare a bankruptcy plan, and assist in any potential disposition of their properties. The hourly rates charged by the firm for personnel who are expected to provide the services range from $265 to $1,120. DLA Piper received an initial retainer of $250,000 on March 30 and supplemental retainers of $50,000 on April 6 and $50,000 on April 7. In the 90 days prior to the Debtors' bankruptcy filing, the firm received payments in the total amount of $350,000 for pre-bankruptcy services and expenses incurred in connection with the preparation of the cases. John Lyons, Esq., at DLA Piper, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Lyons disclosed that his firm did not agree to any variations from or alternatives to its standard and customary billing arrangements. Mr. Lyons also disclosed that DLA Piper has represented the Debtors since March 2016, and that the firm charged its standard hourly rates for work related to their cases. The Debtors and DLA Piper have agreed to a budget for professional fees in their proposed budget for use of cash collateral, Mr. Lyons further disclosed. DLA Piper can be reached through: John Lyons, Esq. DLA Piper LLP (US) 444 W. Lake Street, Suite 900 Chicago, IL 60606 Tel: +1 312 368 4000 Fax: +1 312 236 7516 About Rupari Holding Corp. Established in 1978, Rupari -- http://www.rupari.com/-- is a culinary supplier of sauced and unsauced ribs, barbeque pork, and BBQ chicken. Since 1978, Rupari Foods has been producing and distributing the finest, restaurant-quality, pre-cooked, sauced, bone-in proteins, and related barbeque products. The Company offers a full line of meats under the Rupari brand name, as well as a variety of products under the retail names of Tony Roma's and Butcher's Prime. The Company's products are available at large and mid-sized retailers throughout the United States and Canada. Rupari Holding Corp. and its affiliate Rupari Food Services, Inc. filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 17-10793) on April 10, 2017. The petitions were signed by Jack Kelly, CEO. At the time of filing, the Debtors each estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The cases are assigned to Judge Kevin J. Carey. The Debtors hired Kinetic Advisors LLC as financial advisor, and Donlin, Recano & Co., Inc. as claims and noticing agent. On April 20, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. RWK ELECTRIC: Hires Rider Levett's Jozwick as Consultant -------------------------------------------------------- RWK Electric Co., Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Arizona to employ John t. Jozwick, Esq of Rider Levett Bucknall Ltd., as consultant and expert. The Debtor requires Jozwick with the assistance of Rider Levett to, provide expert advice and opinion in conjunction with Debtor's special litigation counsel, J. Gregory Cahill, with respect to the collection of pre-petition receivables, including preparing expert reports and testify at hearings and/or during trial, where necessary. The Debtor will compensate Rider Levett at the rate of $275 per hour for consulting services and $375 per hour for testimony at deposition, mediation, arbitration, or trial. John T. Jozwick, Esq., senior vice president and general counsel for Rider Levett Bucknall Ltd., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Rider Levett may be reached at: John T. Jozwick, Esq. Rider Levett Bucknall Ltd 4343 E Camelback Rd Suite 350 Phoenix, AZ 85018 Phone: 602-443-4848 About RWK Electric Co. RWK Electric Co., Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 16-14195) on Dec. 16, 2016. The petition was signed by Rodney W. Kawulok, president. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Eddward P. Ballinger Jr. presides over the case. Allen Barnes & Jones, PLC represents the Debtor as counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. SANDERS NURSERY: Has Until June 7 to Obtain Plan Votes ------------------------------------------------------ Judge Terrence L. Michael of the U.S. Bankruptcy Court for the Eastern District of Oklahoma extended Sanders Nursery & Distribution Center, Inc.'s exclusive period for obtaining acceptance of its chapter 11 plan of reorganization, to and including June 7, 2017. The Troubled Company Reporter has previously reported that the Debtor sought further extension of its Exclusivity Period due to the continuance of the confirmation hearing. The Debtor maintained that it had already made substantial progress towards reorganization, and needed the requested extension to have a full opportunity to confirm its modified Plan. The Plan modifications enhance recoveries for Class 4 and 5 creditors, and represents the Debtor's good faith efforts to reach a consensual resolution of the case. The Debtor asserted that it will utilize the extended Exclusivity Period to further its good faith efforts towards reorganization. About Sanders Nursery & Distribution Center Headquartered in Tahlequah, Oklahoma, Sanders Nursery & Distribution Center, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Okla. Case No. 15-81312) on Dec. 4, 2015. The petition was signed by Burl Berry, vice president. Judge Tom R. Cornish presides over the case. The Debtor estimated its assets and liabilities at $1 million to $10 million at the time of the filing. Brandon Craig Bickle, Esq., at Gable & Gotwals, P.C., serves as the Debtor's bankruptcy counsel. An Official Committee of Unsecured Creditors was appointed in the case by the Office of the United States Trustee on December 29, 2015. The Committee is represented by Mac Finlayson of Eller & Detrich. TIAT CORPORATION: Files Corrected 3rd Amended Disclosure Statement ------------------------------------------------------------------ Unsecured creditors of TIAT Corporation will be paid 20% of their claims over five years, according to the company's corrected third amended disclosure statement filed April 18. According to the document it filed with the U.S. Bankruptcy Court in Kansas, the company will make installment payments to general unsecured creditors in Class 7 on a pro rata basis, without interest, over five years. Payments will begin six months from the effective date of the plan, and will continue until 20% of the claims are paid. Class 7 consists of all allowed claims of general unsecured creditors of TIAT, except Inntel Corp. whose claim is classified in Class 6. A copy of the corrected third amended disclosure statement is available for free at https://is.gd/O3pGGy An earlier version of the disclosure statement, which was disapproved by the court by an order dated April 12, did not reveal that general unsecured creditors will receive a 20% dividend under the third amended plan. Instead, it classified all of the non-priority unsecured creditors together and offered no dividend. In its April 12 ruling, the court said the disclosure statement does not contain "adequate information" and cannot be approved. It ordered TIAT to make corrective disclosures and ordered the disqualification of the ballots. To recall, the court conditionally approved the company's third amended disclosure statement filed on Feb. 9 by an order dated Feb. 23 in which it authorized the company to solicit votes. About TIAT Corporation TIAT Corporation dba The Inn at Tallgrass -- http://www.theinnattallgrass.com/-- is a corporation that operates an 88-room hotel in located in Wichita, Kansas, called The Inn at Tallgrass. The hotel owner filed a Chapter 11 petition (Bank. D. Kan. Case No. 16-10764) on April 29, 2016, and is represented by Mark J. Lazzo, Esq., in Wichita. At the time of the filing, the Debtor disclosed $2.25 million in assets and debts totaling $6.46 million. UNIQUE INSURANCE: A.M. Best Affirms C++ Financial Strength Rating ----------------------------------------------------------------- A.M. Best has affirmed the Financial Strength Rating (FSR) of C++ (Marginal) and the Long-Term Issuer Credit Rating (Long-Term ICR) of "b+" of Unique Insurance Company (Unique) (Chicago, IL). The outlook of the FSR is stable, while the outlook of the Long-Term ICR is negative. Concurrently, A.M. Best has withdrawn the Credit Ratings (ratings) as the company has requested to no longer participate in A.M. Best's interactive rating process. The ratings reflect Unique's marginal risk-adjusted capitalization mainly due to aggressive growth and adverse loss development. The company's leverage measures also are well in excess of the private passenger non-standard automobile composite. These negative rating factors are offset partially by the company's generally positive operating results. Positive net income is generated from the company's net investment income and substantial fee income that offsets overall underwriting losses. UNIQUE PHYSIQUE: Unsecureds to Get 100% Payment Under Plan ---------------------------------------------------------- Unique Physique, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a disclosure statement dated April 24, 2017, regarding the Debtor's plan of reorganization dated April 24, 2017. Class 1 York Traditions Bank claim -- estimated at $415,000 -- is impaired by the Plan. Class 1 consists of a commercial guarantee and confessed judgment. J & A Real Estate Partnership and York Traditions Bank have agreed to the treatment of this secured claim as follows: (a) J & A will have six months from J & A's Plan confirmation to accomplish a refinance of the York Traditions Bank's debt and to pay the debt in full; (b) If J & A is unable to refinance the debt in full within six months from J & A's Plan confirmation, J & A will have an additional six months to list and sell the property; (c) York Traditions Bank will be able to approve the realtor and will be provided with all information regarding the marketing and sale of the property; (d) York Traditions Bank will have the right to approve the Settlement Statement and the distribution of proceeds to the extent the amount of proceeds is less than sufficient to pay the bank in full; (e) If the property is not sold on or before the date that is 12 months from J & A's Plan confirmation, J & A will immediately contract with an auctioneer, acceptable to the bank, and the property will be advertised and scheduled to be sold at public auction within a reasonable time, but in any event on a date no more than 14 months from J & A's Plan confirmation date; (f) At any public auction of the property, York Traditions Bank will be permitted to credit bid the amount of its claim; (g) For so long as J & A remains the owner of the property (including the time between the expiration of the 12- month refinance/sale period and the closing under any action), J & A will remain current on all loan payments, insurance, and other terms and conditions of the loan documents; and (h) If J & A fails to meet any of the conditions and subsequent to a 10-day written default notice to cure served upon Debtor, J & A and J & A's counsel, York Traditions Bank will be permitted to exercise its rights and remedies under the loan documents. Class 2 Allowed Unsecured is unimpaired. Class 2 consists of the Allowed Unsecured Non-Priority Claims. The total payment will be 100% of an allowed claim. As part of Debtor's Plan, all judgment holders would have their respective judgments voided and the judgment amount would be part of the general unsecured class. The Class 2 Claims are unimpaired under the Plan and not entitled to vote. The Debtor believes that the ongoing business operations will provide sufficient liquidity to fund the Plan. The Plan will provide for satisfaction of all existing priority debt over the life of the Plan, as well as liquidity for all operational expenses going forward. The Debtor believes that, under the Plan, holders of Claims will obtain full repayment. The funds needed to effectuate the payments proposed under the Plan will be generated from business operations of Unique Physique, Inc. The Plan's feasibility is likely as the operating income is sufficient to pay the rent and unsecured creditors. Risk factors that would impede confirmation are a reduction of gym members at Unique Physique or the illness or death of the shareholders. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pamb16-04757-53.pdf About Unique Physique Unique Physique Inc filed a Petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 16-04757) on Nov. 18, 2016, and has continued in possession of its property and the management of its affairs. The Debtor owns and operates Unique Physique Fitness Center, a neighborhood gym in York. The gym offers strength training, cardio, yoga, pilates and more. At the time of the bankruptcy filing, the Debtor listed under $1 million in both assets and liabilities. Craig A. Diehl, Esq., CPA, at the Law Offices of Craig A. Diehl serves as the Debtor's bankruptcy counsel. UNITED CORP INT'L: Unsecureds to be Paid $341K, Plan Budget Shows ----------------------------------------------------------------- United Corp. Int'l Inc. filed with the U.S. Bankruptcy Court for the Northern District of Georgia its proposed budget related to its Chapter 11 plan of reorganization filed on March 23. The plan budget shows that general unsecured creditors won't receive monthly payments on the first year of the plan. Monthly payments will start on the second year and will continue until the eighth year of the plan. Georgian Stone and MS International will receive $420.67 per month and $123 per month, respectively. Meanwhile, G K Granite, another unsecured creditor, will receive a monthly payment of $3,520.79. Under the plan, G K Granite will receive total payment of $295,746.36; Georgian Stone, $35,336.28; and MS International, $10,332, the proposed plan budget shows. A copy of the plan budget is available without charge at: https://is.gd/wy2ujW About United Corp. Int'l United Corp. Int'l, Inc. fabricates stone products consisting of granite, limestone, marble and related stone. Its customers are both residential homeowners and single family and multi-family home builders in and around the State of Georgia. Debtor maintains a principal place of business at 6555 Jimmy Carter Boulevard, Norcross, Georgia via a commercial building lease with Nest Investment, Inc. It also maintains a warehouse at 6899 Peachtree Industrial Boulevard, Suite J-K, Norcross, GA 30092 via a warehouse lease with Peachtree Industrial Partners, LLP. Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-60912) on June 23, 2016. The petition was signed by Touraj Nayebosadri, president. Debtor is represented by Rodney L. Eason, Esq. At the time of the filing, Debtor estimated assets and liabilities of less than $1 million. VANGUARD NATURAL: Ad Hoc Equity Panel Questions Debtors' Valuation ------------------------------------------------------------------ BankruptcyData.com reported that Vanguard Natural Resources' ad hoc equity committee filed with the U.S. Bankruptcy Court an objection to the Debtor's disclosure statement and request for valuation hearing. The equity committee asserts, "Simultaneously with its formation, the Equity Committee retained Huron Consulting Services to conduct a formal valuation of the Debtors. Huron believes that the Debtors' reorganization value is in the range of $2.1 billion to $2.6 billion with a midpoint of $2.35 billion (the 'Huron Valuation'). By comparison, the Disclosure Statement states that the Plan is premised on an enterprise value of the Debtors of only $1.625 billion. Without the Debtors explanation of the valuation methodologies used and the inputs for those valuation methods, including what discount rates were used, what prices were used, and what other factors were taken into account, it is impossible for a hypothetical investor to make an informed decision about how the Debtors arrived at the $1.625 billion figure. In addition, a hypothetical investor would want to know: (i) what specifically changed between the Debtors' January 2017 Management Presentation and the execution of the RSA; and (ii) how the Debtors are going to explain the differences between the Debtors' value and the substantially higher Huron Valuation. What also cannot be reconciled is Management's justification for negotiating the Management Incentive Plan ('MIP'), which gives them 10% of the equity post-confirmation. The Debtors have not disclosed how and why the MIP was negotiated and why this benefit to Management is not discriminatory." About Vanguard Natural Resources Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard's assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. The Debtors listed total assets of $1.54 billion and total debts of $2.3 billion as of Feb. 1, 2017. Paul Hastings LLP is serving as legal counsel and Evercore Partners is acting as financial advisor to Vanguard. Opportune LLP is the Company's restructuring advisor. Prime Clerk LLC is serving as claims and noticing agent. Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017, appointed three creditors to serve on the official committee of unsecured creditors appointed in the Debtor's case. The Committee hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI Consulting, Inc. as financial advisor. Attorneys for Citibank, N.A, as administrative agent under the Third Amended and Restated Credit Agreement, dated as of September 30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP. VIA NIZA: Unsecured Creditors to Get Nothing Under Exit Plan ------------------------------------------------------------ Unsecured creditors of Via Niza Inc. will receive nothing under the company's proposed Chapter 11 plan of reorganization. Under the plan filed with the U.S. Bankruptcy Court in Puerto Rico, Class 3 unsecured creditors will receive a distribution of 0% of their allowed claims. The plan identified two unsecured creditors: Asociacion Cond. Metro Medical Center, which asserts a claim of $6,248, and CRIM, which asserts a claim of $13,385 against the company. Payments under the plan will be funded by the on-going operations of the company, and from the collection of post-petition rent receivables, according to the disclosure statement filed on April 18. A copy of the disclosure statement is available for free at: https://is.gd/R4ycqM About Via Niza Inc. Via Niza Inc., a corporation, owns a commercial property located at Metro Medical Center Condominium. The property is used as a medical and patient treatment office for hematology and oncology patients. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 17-00215) on January 18, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Myrna L. Ruiz-Olmo, Esq., at MRO Attorneys at Law LLC is the Debtor's bankruptcy counsel. The Debtor hired Luis Cruz Lopez as its accountant. VIRTU FINANCIAL: Fitch Affirms BB- IDR on KCG Holdings Acquisition ------------------------------------------------------------------ Fitch Ratings has affirmed Virtu Financial LLC's (Virtu's) Long-Term Issuer Default Rating (IDR) at 'BB-' following its proposed acquisition of KCG Holdings Inc. (KCG). The Rating Outlook is Stable. On April 20, Virtu reached a deal to acquire rival KCG for $1.4 billion in cash. The transaction and debt refinancing is expected to be funded with new gross borrowings of $1.65 billion (which represents approximately $650 million of incremental debt for the combined companies) and the sale of $750 million of common stock to North Island Investments Ltd., GIC Private Limited, Public Sector Pension Investment Board, and Temasek. The transaction is expected to close in 3Q17 after receipt of KCG shareholder and required regulatory approvals. KEY RATING DRIVERS Virtu's 'BB-' ratings reflect its established market position as a technology-driven market maker across various venues, geographies and products, its diversified and growing revenue base, scalable business model, and experienced management team. Fitch believes that Virtu's passive, market-neutral trading strategies in highly liquid products and extremely short holding periods minimize market and liquidity risks. Additionally, the firm's risk controls are believed to be robust, as evidenced by minimal instances of material historical operational losses. Fitch believes the acquisition of KCG makes strategic sense as the combined company will leverage Virtu's technology with KCG's established access to retail order flow and institutional agency business. The combined company will also benefit from increased scale and improved ability to withstand competitive pressures in the industry. While post-acquisition leverage is expected to be elevated initially, at approximately 5.0x on a pro forma debt-to-adjusted EBITDA basis (excluding non-cash compensation and other one-time charges), Fitch expects Virtu's leverage to decline shortly after closing the transaction with principal repayment of debt from $440 million in estimated capital synergies. Leverage is expected to decline further over a period of two years, as expense synergies are realized. Virtu is targeting a leverage ratio of 2.5x by YE19, a reduction Fitch believes is achievable, predicated on expected increases in EBITDA, $208 million in net pre-tax expense savings, and $440 million of principal pay-downs on outstanding debt. An inability to reduce leverage below 3.5x, which is the upper-end of Fitch's 'bb' category quantitative benchmark, could pressure ratings. Fitch estimates that Virtu would need to realize 75% of projected cost synergies, assuming no debt principal repayment, for leverage to return to the 'bb' benchmark range. The de-leveraging plan does not incorporate revenue synergies, which Fitch believes are possible, given Virtu's access to KCG's wholesale market making business and institutional client base. However, the potential revenue upside must be balanced against the challenging market backdrop for electronic trading firms in terms of increasing costs from exchanges and data providers. The Stable Outlook reflects Fitch's expectations for strong execution on the integration of KCG, with gradual realizations of expense synergies allowing for steady de-leveraging. The Outlook also reflects the belief that Virtu will maintain its low market risk profile, consistent management team, and liquidity levels. RATING SENSITIVITIES Negative rating actions could result from an inability to execute on the projected capital synergies allowing for debt principal reduction in the months following the transaction close. Additionally, shortfalls in projected cost savings and/or debt reductions that prevent leverage from declining below 3.5x, on a debt-to-adjusted EBITDA basis, over the Outlook horizon would also pressure ratings longer-term. Negative rating actions could also result from material operational or risk management failures, adverse regulatory or legal actions, failure to maintain Virtu's market position in the face of evolving market structures and technologies, and/or a material shift into trading less liquid products. Positive rating action, though likely limited to the 'BB' rating category, could result from continued strong operating performance and minimal operational losses over a longer period of time while returning and sustaining cash flow leverage levels below 3.5x. A higher proportion of recurring revenue derived from service contracts, positive tangible equity, and increased funding flexibility, including demonstrated access to third party funding through a variety of market cycles, could also contribute to positive rating momentum. Fitch has affirmed the following ratings: Virtu Financial LLC --Long-term IDR at 'BB-'; --Senior secured debt at 'BB-'. The Rating Outlook is Stable. WAGLE LLC: Lynn McLaughlin Opposes Approval of Plan Outline ----------------------------------------------------------- An unsecured creditor asked the U.S. Bankruptcy Court for the Western District of Pennsylvania to deny the disclosure statement filed by Wagle LLC, saying it supports a Chapter 11 plan that cannot be confirmed. In a court filing, Lynn Stone McLaughlin said the company's principals will retain 100% of their interest in its assets while unsecured creditors will receive next to nothing under the proposed plan. Such treatment, Ms. McLaughlin said, violates the "absolute priority rule" under the Bankruptcy Code, which makes the plan "unconfirmable." Ms. McLaughlin also argued that the disclosure statement does not contain important information such as financial information that would establish feasibility of the plan. Ms. McLaughlin is represented by: Charles O. Zebley, Jr., Esq. Zebley Mehalov & White, P.C. P.O. Box 2123 Uniontown, PA 15401 Phone: 724-439-9200 Email: COZ@Zeblaw.com About Wagle LLC Wagle LLC, a locksmith, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-21169) on March 30, 2016. The petition was signed by Patricia D. Wagle, member. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. The case is assigned to Judge Carlota M. Bohm. The Debtor is represented by Francis E. Corbett, Esq. No official committee of unsecured creditors has been appointed in the case. On September 26, 2016, the Debtor filed a disclosure statement, which explains its proposed small business Chapter 11 plan. WHISKEY ONE: Chapter 11 Examiner Hires CBRE as Broker ----------------------------------------------------- Maria Ellena Chavez-Ruark, the Chapter 11 Examiner for Whiskey One Eight, LLC, asks the U.S. Bankruptcy Court for the District of Maryland for authority to employ CBRE Group, Inc., as her real estate broker. On February 4, 2016, the United States Trustee appointed Ms. Chavez-Ruark to serve as Examiner. On March 7, 2017, the Court entered a Stipulation and Consent Order Further Expanding the Powers of the Examiner (the "Consent Order"). The March 7, 2017 Consent Order provides that "the Examiner's powers are further expanded to take all necessary action to market, negotiate, auction, sell and otherwise consummate the sale of the Debtor's real property located at 520 Brock Bridge Road, Laurel, Maryland 20724 (the "Property")." Th Examiner requires CBRE to market and sell the Property, as authorized by the Consent Order. The Examiner and CBRE have agreed that CBRE shall be compensated by a 3.5% commission on the gross sale proceeds from the Property. Further, CBRE will pay for all costs of marketing the Property, including advertising and marketing materials. David F. Dorros, vice chairman of the National Loan Sale of Advisory Group of CBRE Group, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. CBRE may be reached at: David F. Dorros National Loan Sale of Advisory Group CBRE Group, Inc. 750 9th Street NW, Suite 900 Washington, DC 20001 Tel: (202) 585-5567 E-mail: dave.dorros@cbre.com About Whiskey One Whiskey One Eight, LLC, is a Maryland limited liability company having a principal place of business in Anne Arundel County, Maryland. It was organized by the filing of Articles of Organization with the State Department of Assessments and Taxation on or about Aug. 9, 2005. It was organized to hold title to a valuable fifty-acre parcel, having a street address of 520 Brock Bridge Road, Laurel, Maryland 20724, commonly known as the Suburban Airport Property and to conduct development-related activities in connection with the Property. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 15-19885) on July 15, 2015. Andrew Zois signed the petition as managing member. The Debtor disclosed total assets of $18,008,600 and total liabilities of $5,100,057 as of the Chapter 11 filing. Lawrence Joseph Yumkas, Esq., at Yumkas, Vedmar & Sweeney, LLC, as the Debtor's counsel. Judge David E. Rice presides over the case. The Debtor, on Feb. 10, 2016, filed with the U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, a plan of reorganization, which impairs all general unsecured claims. A full-text copy of the Plan is available at http://bankrupt.com/misc/WOEplan0210.pdf WIA MARKETING: Seeks to Hire KG Law APC as Legal Counsel -------------------------------------------------------- WIA Marketing, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire KG Law APC to, among other things, give legal advice regarding its rights and duties under the Bankruptcy Code, conduct examination of claimants, and assist in the preparation and implementation of a bankruptcy plan. KG Law received $6,000, plus the filing fee of $1,717 from the Debtor's principal Macie Wang. Vahe Khojayan, Esq., at KG Law, disclosed in a court filing that all members of the firm do not have any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Vahe Khojayan, Esq. KG Law APC 1010 N. Central Ave., Suite 450 Glendale, CA 91202 Tel: (818) 245-1340 Fax: (818) 245-1341 Email: vahe@lawyer.com About WIA Marketing LLC WIA Marketing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-13494) on March 22, 2017. The case is assigned to Judge Barry Russell. WOODHAVEN TOWNHOUSE: Gets Approval of Plan to Exit Bankruptcy ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas on April 18 confirmed the plan proposed by Woodhaven Townhouse Association, Inc., to exit Chapter 11 protection. The court gave the thumbs-up to the plan after finding that it complies with section 1129 of the Bankruptcy Code. In the same filing, the court also gave final approval to the disclosure statement, which explains Woodhaven's plan of reorganization. Under the plan, Class 5 general unsecured claims will be paid once allowed in full over 48 months. The claims are projected to be paid approximately $1,729.17, plus any additional interest beginning on the first month of the plan through month 48. Money to fund the plan will come from Woodhaven's continued business operation, according to its court-approved first amended disclosure statement filed on February 6 this year. About Woodhaven Townhouse Woodhaven Townhouse Association, Inc. is a townhome owner's association. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-34424) on Nov. 11, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Joyce W. Lindauer, Esq. Jennifer K. Maddox, CPA, serves as its accountant. On Jan. 27, 2017, the Debtor filed a disclosure statement, which explains its plan of reorganization. WORLD OF WOOD: Unsecureds to Recover 80% Under Plan --------------------------------------------------- World of Wood, Ltd., filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a first amended disclosure statement dated April 21, 2017, referring to the Debtor's plan of reorganization. Class 3 consists of the non-priority unsecured claims of claimants holding claims of $1,000 or less. The total of Claims in Class 3 is approximately $18,226. Class 3 General Unsecured Creditors - Administrative Convenience is impaired by the Plan. The Class 3 Creditors will be paid 80% of their allowed unsecured claims, within 30 days of the Effective Date. The Debtor has also reduced its overall unsecured obligations, since its Petition Date, through the payment of priority wage claims ($34,160.80) and certain critical vendors ($84,349), all of which payments were approved by order of the Court. The Debtor has also worked hard to preserve its vendor and customer relationships, and has been successful in continuing to grow its sales. Although the Debtor ended 2016 with a loss of approximately $130,000, the Debtor expects to realize a profit in 2017 of approximately $31,666.11. Over the 60 month period of its Plan, the Debtor expects to realize a profit of at least $254,132.99. From its operations, the Debtor will be able to pay all of its secured, Chapter 11 administrative and priority tax claims in full and to provide a return to unsecured creditors as well from the continued anticipated profits of the Debtor's operations. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/vaeb16-13186-84.pdf About World of Wood, Ltd. World of Wood, Ltd. dba Hardwood Aritsans filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 16-13186), on September 19, 2016. The petition was signed by Curtis Smay, co-CEO. The case is assigned to Judge Brian F. Kenney. The Debtor is represented by Christopher L. Rogan, Esq. at ROGANMILLERZIMMERMAN, PLLC. The Debtor disclosed $320,649 in total assets and $4.23 million in total liabilities. The petition was signed by Curtis Smay, co-CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/vaeb16-13186.pdf No trustee or creditors committee has been appointed in this case. YELLOW CAB: Trustee Taps Kidder Mathews as Broker ------------------------------------------------- The Chapter 11 trustee for Yellow Cab Cooperative, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire a broker. Randy Sugarman, the court-appointed trustee, proposes to hire Kidder Mathews Commercial Real Estate to assist in marketing two leases of the Debtor on properties located at 1200 Mississippi Street, and 1760 Cesar Chavez, Unit N & O, San Francisco, California. The trustee's listing agreement with the firm contemplates standard commissions based on 7% of the rent for the first and second year, 6% for the third year, 5% for the fourth and fifth year, and so forth. The commission schedule stated in the agreement calls for payment of 50% of the commission upon court approval of a fully executed sublease, and payment of the balance upon commencement of the term. Kidder Mathews will share up to 50% of the commissions with the subtenant's broker. Should the landlord for either lease seek to buy out the estate's interest, the firm would be paid a flat fee of $120,000 for the Mississippi lease and $10,000 for the Cesar Chavez lease. Kidder Mathews is a "disinterested party" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Marcella D. Harrison Kidder Mathews Commercial Real Estate 101 Mission Street, Suite 2100 San Francisco, CA 94105 Tel: (415) 229-8888 About Yellow Cab Cooperative Yellow Cab Cooperative, Inc. provides taxicab Transportation services in the San Francisco, California area. In San Francisco, taxicab "color schemes" are licensed by the County of San Francisco to provide services to taxi medallion owners, which color schemes and medallion holders operate in a highly regulated environment. Yellow Cab is a non-profit cooperative service company that provides an operating base for approximately 400 San Francisco taxi medallions (or permits), operating on a cooperative basis. It supports approximately 1,000 medallion owners and lessee drivers in their individual taxi operations, and separately employs approximately 60 persons to provide those support services. It currently supports approximately one-third of the total medallions operating in San Francisco. Yellow Cab filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-30063) on Jan. 22, 2016. The petition was signed by Pamela Martinez, president. The Debtor estimated assets of $1 million to $10 million, and debts of $10 million to $50 million. The case is assigned to Judge Dennis Montali. The Debtor hired Farella Braun and Martel LLP as its bankruptcy counsel. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors. The committee is represented by John D. Fiero, Esq., and Jason H. Rosell, Esq., at Pachulski Stang Ziehl & Jones LLP. On November 22, 2016, Randy Sugarman was appointed as Chapter 11 trustee. The trustee hired Michelson Law Group as his bankruptcy counsel; Sugarman and Company LLP as accountant; and Aaron & Wilson, LLP as special counsel. [*] Fitch: Farmer Balance Sheets Weaken, Lenders to Weather Storm ----------------------------------------------------------------- Farmer balance sheets have deteriorated given the persistent commodity downturn, weak outlook for the farm sector and falling farmland values; however, agricultural lenders are unlikely to be materially impacted, according to the latest North American Financial Institutions Chart of the Month from Fitch Ratings. Even as balance sheets weaken, leverage still remains well below its peak in 1985 and below the sector's long-term average. Farmer leverage has ticked up to a projected 16.2% in 2017 from 15.1% in 2016. If conditions worsen, Fitch does not expect a ratings impact to the Farm Credit System or the individual system banks because the ratings will continue to be directly linked to the U.S. sovereign rating. Fitch believes that the commodity cycle is not likely to be a significant rating issue for commercial banks, with few rated banks having meaningful ag-related exposures. "Despite sector headwinds agricultural lending credit quality has been fairly resilient and Fitch does not expect credit quality to worsen to levels seen during the financial crisis or the 1980s ag crisis," said Bain Rumohr, Director, Fitch Ratings. Crop insurance and better interest expense ratios are some of the factors contributing to the more stable ag sector than the 1980s. However, Fitch notes that with 20% of farmer's annual revenues coming from exports, credit quality within the Farm Credit System could deteriorate faster than expected should other countries begin placing significant tariffs on imported U.S. produced agricultural products, which could reduce exports and pressure commodity prices. [*] Fitch: U.S. Leveraged Loan Default Rate Hit 2% at End-March --------------------------------------------------------------- The trailing 12-month (TTM) U.S. institutional leveraged loan default rate hit 2% at end-March 2017, according to Fitch Ratings. If no other defaults occur by end-April, the rate will drop slightly to 1.9%. There have been three defaults this month for $1.3 billion. Fitch forecasts the rate will finish at just over 2% by year-end. "While Payless' filing kicks off a period of elevated concerns for retail bankruptcies with institutional term loans, the overall rate remains benign," said Eric Rosenthal, Senior Director, Leveraged Finance. With rue21 Inc.'s and Gymboree Corp.'s bankruptcies both speculated by the market in the near term, the retail leveraged loan default rate would advance to 3% (from 1%). Fitch forecasts a 9% retail default rate by end-2017, although the fate of Sears and J. Crew could materially alter the projections. Despite the expected rise in the number of retail bankruptcies, the sector dollar volume may only match the total from iHeartCommunications Inc.'s highly likely default. Fitch views a bankruptcy filing by iHeart as probable, an event that would add 0.6% to the default rate and push it above 2% for the first time since October 2016. An in-court restructuring is possible if investor support for the current distressed debt exchange (DDE) fails to materialize. While commodity price-related concerns dominated the default and bankruptcy narrative last year, challenges in those sectors have slowed but not stopped. The 30-day post-default prices continue to improve, despite the rising default rate. The energy default rate jumped in March to 20.6% (from 13.6%) due to Ocean Rig's chapter 15 filing and EXCO's DDE. That number could climb further with defaults from Seadrill and Pacific Drilling looming. Nevertheless, the bulk of energy defaults occurred over the past 15 months, and Fitch believes the sector is at the end of its default cycle. Seadrill is the second most held company in Fitch-rated CLOs on Fitch's Loans of Concern list, bested only by Checkout Holdings. However, Fitch's CLO Index default rate remains benign at 0.4%. The full report is titled 'U.S. Leveraged Loan Default Insight: Retail Institutional Loan Risk Broad Based; Sizable Names Driving Default Rate.' [*] Prelim. 2016 Results Show 1st Underwriting Loss, AM Best Says ----------------------------------------------------------------- The U.S. property/casualty industry reported a $5.2 billion net underwriting loss in 2016 and an 18.3% decline in net income compared with the same period in 2015, according to preliminary financial results. The underwriting loss is the industry's first since 2012, and also marks the third consecutive year of deteriorating underwriting results. This financial review is detailed in a new Best's Special Report, titled, "A.M. Best First Look – 4Qtr 2016 U.S. Property/Casualty Financial Results," and the data is derived from companies' statutory statements that were received as of March 9, 2017, representing an estimated 94% of the total property/casualty industry's net premiums written. According to the report, the industry's reported combined ratio deteriorated 2.9 points from the previous year to 100.7, marking the worst year-to-year comparison in the last four years. Hurricane Matthew boosted estimated U.S. catastrophe losses in 2016 by 43.2% to $24.9 billion, the industry's highest catastrophe loss total since 2012, when Hurricane Sandy made landfall. Despite the net income decline to $44.4 billion from $54.3 billion in the previous year, policyholders' surplus reached a record $667.5 billion at year-end 2016, driven by significant increases in unrealized capital gains at two Berkshire Hathaway companies and at State Farm, a decrease in net other-surplus losses and a reduction in stockholder dividends. [^] BOOK REVIEW: Lost Prophets -- An Insider's History ------------------------------------------------------ Author: Alfred L. Malabre, Jr. Publisher: Beard Books Softcover: 256 pages List Price: $34.95 Review by Henry Berry Order your personal copy today at http://is.gd/KNTLyr Alfred Malabre's personal perspective on the U.S. economy over the past four decades is firmly grounded in his experience and knowledge. Economics Editor of The Wall Street Journal from 1969 to 1993 and author of its weekly "Outlook" column, Malabre was in a singular position to follow the U.S. economy in recent decades, have access to the major academic and political figures responsible for economic affairs, and get behind the crucial economic stories of the day. He brings to this critical overview of the economy both a lively, often provocative, commentary on the picture of the turns of the economy. To this he adds sharp analysis and cogent explanation. In general, Malabre does not put much stock in economists. "In sum, the profession's record in the half century since Keynes and White sat down at Bretton Woods [after World War II] provokes dismay." Following this sour note, he refers to the belief of a noted fellow economist that the Nobel Prize in this field should be discontinued. In doing so, he also points out that the Nobel for economics was not one originally endowed by Alfred Nobel, but was one added at a later date funded by the central bank of Sweden apparently in an effort to give the profession of economists the prestige and notice of medicine, science, literature and other Nobel categories. Malabre's view of economists is widespread, although rarely expressed in economic circles. It derives from the plain fact that modern economists, even hugely influential ones such as John Meynard Keynes, are wrong as many times as they are right. Their economic theories have proved incomplete or shortsighted, if not basically wrong-headed. For example, Malabre thinks of the leading economist Milton Friedman and his "monetarist colleagues" as "super salespeople, successfully merchandising.an economic medicine that promised far more than it could deliver" from about the 1960s through the Reagan years of the 1980s. But the author not only cites how the economy has again and again disproved the theories and exposed the irrelevance of wrong-headedness of the policy recommendations of the most influential economists of the day. Malabre also lays out abundant economic data and describes contemporary marketplace and social activities to show how the economy performs almost independently of the best analyses and ideas of economists. Malabre does not engage in his critiques of noted economists and prevailing economic ideas of recent decades as an end in itself. What emerges in all of his consistent, clear-eyed, unideological analysis and commentary is his own broad, seasoned view of economics-namely, the predominance of the business cycle. He compares this with human nature, which is after all the substance of economics often overlooked by professional and academic economists with their focus on monetary policy, exchange rates, inflation, and such. "The business cycle, like human nature, is here to stay" is the lesson Malabre aims to impart to readers interested in understanding the fundamental, abiding nature of economics. In Lost Prophets, in language that is accessible and jargon-free, this author, who has observed, written about, and explained economics from all angles for several decades, persuasively makes this point. In addition to holding a top position at The Wall Street Journal, Malabre is also the author of the books, Understanding the New Economy and Beyond Our Means, which received the George S. Eccles Prize from the Columbia Business School as the best economics book of 1987. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***