/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170510.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, May 10, 2017, Vol. 21, No. 129 Headlines 121-08 JAMAICA: Unsecureds to Get 10% from Sale of Property 125 CANAL STREET: Taps Peter Iascone & Associates as Counsel 14885 INWOOD: Hires Palmer & Manuel as Special Counsel 8760 SERVICE: Cullum Buying Assets for $1.5 Million ADVANCED SOLIDS: Selling Furniture on Consignment with H. Lancaster ADVANTAGE SALES: S&P Puts 'B' CCR on Watch Pos. Amid Potential IPO AEROSPACE HOLDINGS: Committee Has Drinker Biddle as Attorneys AGENT PROVOCATEUR: U.S. Trustee Forms 3-Member Committee ALM MEDIA: S&P Lowers CCR to 'B-' on Thin Covenant Cushion AMAG PHARMACEUTICALS: S&P Affirms 'B+' CCR; Outlook Remains Stable AQUION ENERGY: Committee Taps Klehr Harrison as Co-Counsel AQUION ENERGY: Committee Taps Lowenstein Sandler as Counsel ARCONIC INC: Reports $322 Million Net Income for First Quarter ARLINGTON APARTMENTS: Bretwood Buying All Assets for $3.05 Million ASTORIA ORGANIC: Bids for Organic Processing Facility Due June 9 AVAYA INC: Disclosure Statement Hearing Set for May 25 AZTEC OIL: June 14 Deadline to File Plan Objections BALDWIN PARK: Hires Orantes Law as General Insolvency Counsel BELLS FOOD: Case Summary & 20 Largest Unsecured Creditors BERNARD MADOFF: Int'l Comity Issues Don't Require Clawback Appeal BILL BARRETT: Incurs $13.1 Million Net Loss in First Quarter BIOSTAGE INC: Has 37.1M Shares Outstanding as of April 24 BLANKENSHIP FARMS: Trustee Taps Evans as Real Estate Agent BUY WHOLESALE: Gets Approval of Plan to Exit Bankruptcy CAR CHARGING: Justin Keener Reports 5.5% Stake as of April 26 CARE CAPITAL: S&P Affirms 'BB+' CCR Following Announced Merger CDK GLOBAL: S&P Affirms 'BB+' CCR on Proposed Notes Issuance CENTURY COMMUNITIES: Moody's Rates New $300MM Sr. Unsec. Notes B3 CENTURY COMMUNITIES: S&P Assigns 'B' Rating on $300MM Notes CHELLINO CRANE: Case Summary & 30 Largest Unsecured Creditors CHURCH OF THE LIVING GOD: Taps Dunlap Law as Attorney COHEN GRAND: Involuntary Chapter 11 Case Summary CONSTELLATION ENTERPRISES: US Trustee, et al. Object to Ch. 11 Deal DART MUSIC: Heritage Global to Manage Sale, May 31 Auction Set DENTON HARDWOODS: Wants to Use BB&T's Cash Collateral DEWEY & LEBOEUF: Former CFO Convicted in Split Verdict DIGICEL INT'L: Term Loan Upsize No Impact on Fitch B+ Rating DIRECTBUY HOLDINGS: Ex-Franchisee Can't Evade 3 Yrs. of Tax Debt DIVERSITECH HOLDINGS: S&P Assigns 'B' CCR; Outlook Stable EAST WEST COPOLYMER: U.S. Trustee Forms 3-Member Committee EMERALD EXPOSITIONS: Moody's Hikes Corporate Family Rating to B1 EMERALD EXPOSITIONS: S&P Raises CCR to 'BB-' on Debt Repayment ENERGY FUTURE: NextEra Seeks New Hearing on Oncor Takeover ESCO MARINE: Hilco Redevelopment Completes Asset Acquisition EXPRESS CANADA: To Restructure Under CCAA; A&M as Monitor FB MALL: Seeks to Hire Peter Iascone & Associates as Counsel FIRST HORIZON: Fitch Affirms 'B' Preferred Stock Rating FIRSTLIGHT HYDRO: Fitch Affirms BB- Rating on $320MM Bonds FOCUS FINANCIAL: Moody's Assigns B1 Corporate Family Rating FORD MOTOR: Laying Off 130 Workers in Ohio Due to Softening Demand FOUR WELLS: Taps NAI Daus as Real Estate Broker FREDDIE MAC: Reports Net Income $2.2 Billion for First Quarter FRESH ICE CREAM: Auction of All Assets on June 7 FULLBEAUTY BRANDS: S&P Lowers CCR to CCC+ on Capital Structure FUSIONPHARM INC: Intends to Liquidate & Dissolve Business G BOONES: Taps Sherman Law as Bankruptcy Counsel G BOONES: U.S. Trustee Unable to Appoint Committee GANDER MOUNTAIN: Enters Into Asset Purchase Agreement with CWI GANDER MOUNTAIN: Going-Out-Of-Business Sales Under Way at Stores GENERAL MOTORS: 2nd Cir. Junks Doris Phillips' Bid to Sue for Fraud GENERAL WIRELESS: Proposes Procedures for De Minimis Assets Sales GENON ENERGY: Incurs $37 Million Net Loss in First Quarter GYMBOREE CORP: Plans Store Closures as Part of Bankruptcy HANCOCK FABRICS: May Poll Creditors on Liquidation Plan HANOVER INSURANCE: Fitch Affirms BB+ Ratings on 2 Debt Classes HARTFORD, CT: Nobody Wins if City Goes Bankrupt HRG GROUP: Fitch Puts B Long-Term IDR on Rating Watch Negative HUDSON'S BAY CO: S&P Cuts CCR to 'B' on Weak Operating Performance ICEBOX MERGER: Moody's Assigns B3 Corporate Family Rating IGNITE RESTAURANT: Preparing to File for Bankruptcy INTREPID POTASH: Incurs $13.7 Million Net Loss in First Quarter ION GEOPHYSICAL: Terminates ATM Program with Evercore JEWELRY BY JENNIFER: Unsecureds to Get Monthly Payment of $300 JOHN SANDERS: Brookses Buying Las Vegas Property for $560K JONESBORO HOSPITALITY: Has Final OK To Use Cash Collateral LANDMARK HOSPITALITY: Plan Confirmation Hearing Moved to Aug. 2 LBI MEDIA: Moody's Assigns LD Designation to 'Caa2' PDR LEHMAN BROTHERS: 2nd Circuit Upholds Dismissal of Worker Stock Suit LEHMAN BROTHERS: 2nd Circuit Upholds Dismissal of Worker Stock Suit LEVEL ACRES: Has Court's Final Nod to Use Cash Collateral LEWISTON SHOPPING: Hires Richard Pastor as Bookkeeper MACK INDUSTRIES: Wants to Use Amalgamated Bank's Cash Collateral MEMORIAL PRODUCTION: Davis Polk Advises Noteholders in Ch. 11 METCOM NETWORK: Hires ACT Financial & Tax Services as Accountants MICHAEL SCHUGG: Grant Lyon Appeals Ruling Tossing Road Easement Row MILFORD AUTO: Hires Fellrath as Bankruptcy Counsel NEPHROS INC: Chief Financial Officer Astor Now Serving Full-Time NEW JERSEY MICRO-ELECTRONIC: Wants to Use Spencer's Cash Collateral NGL ENERGY: Fitch Lowers LT Issuer Default Rating to B NORTEL NETWORKS: Plans Support Agreement Now Effective NUVERRA ENVIRONMENTAL: Has Interim Nod to Obtain DIP Financing NVA HOLDINGS: $150MM Debt Issuance No Impact on Moody's B3 CFR ORBITE TECHNOLOGIES: Under CCAA Protection, PwC Named as Monitor PANDA TEMPLE: Hires Prime Clerk as Claims and Noticing Agent PARAGON SHIPPING: Closes $500,000 Financing with Investor PASSAGE VILLAGE: Hires Capozzi Adler as Special Counsel PAYLESS HOLDINGS: Files Exit Plan, Aims to Cut Debt to $469-Mil. PLATINUM PARTNERS: Ex-Managing Director Wants Probe on Jury Leak PUERTO RICO: Fitch Ratings Unchanged by PROMESA Bankr. Filing PUERTO RICO: Insurers Sue Govt. for Violating Restructuring Law PUERTO RICO: Two Law Firms File FINRA Claim Against UBS Financial RENAISSANCE DEVELOPMENT: May Obtain $25,000 From Managing Member SABRA HEALTH: Fitch Puts BB+ Ratings on Rating Watch Positive SABRA HEALTH: Moody's Puts Ba3 CFR on Review SABRA HEALTH: S&P Puts 'BB-' CCR on CreditWatch Positive SALEM MEDIA: Moody's Rates Proposed $255MM Senior Secured Notes B2 SCOTT RESIDENTIAL: Hires Galloway Wettermark Everest as Attorneys SEARCHMETRICS INC: Case Summary & 20 Largest Unsecured Creditors SECURED ASSETS: Hires Dickinson to Sell Nevada Condo Unit for $75K SEGHO TRANS: Hires John F. Sommerstein as Counsel SHORB DCE: Wants to Use East West Cash Collateral Until July 2017 SLUSS & RAY: Has Court's Final Nod to Use Cash Collateral SONSVEST LLC: Taps McCarthy Reynolds & Penn as Bankruptcy Counsel SPARTAN SPECIALTY: Seeks Approval of Hamilton Cash Collateral Deal SQUARETWO FINANCIAL: U.S. Trustee Objects to Plan Confirmation SUNIVA INC: Hires Garden City Group as Claims and Noticing Agent THINKFILM LLC: Appeals Court Axes David Bergstein's Malpractice Win TOWN SPORTS: Moody's Revises Outlook to Stable & Affirms Caa2 CFR UNILIFE CORP: Court Okays Bidding Procedures for Assets UNILIFE CORP: Hires Duane Morris as Special Counsel UNITED ROAD: Sale of All Assets to Medley for $40M Closed on May 2 UTTX HOSPITALITY: Case Summary & Unsecured Creditor VANITY SHOP: Hires Bell Bank as Trustee for ERISA Plan VANITY SHOP: Hires Eide Bailly as Auditor for ERISA Plan WALTON INTERNATIONAL: In CCAA Proceedings, E&Y Named as Monitor WINDTREE THERAPEUTICS: Receives NASDAQ Share Delisting Notice WK CAPITAL: INTRUST Buying 3 Pizza Huts Branches for $1 Million YELLOW CAB: Taxi Affiliation Tries to Stop Claw Back of $7M [*] ADVWG Applauds Investigation Into Asbestos Bankruptcy Trusts [*] Bittner to Head Mackinac's Southwest Restructuring Practice [*] Farms Exceed Chapter 12 Bankruptcy Debt Limit [*] Justin R. Wall Barred From Practicing Law for 30 Days ********* 121-08 JAMAICA: Unsecureds to Get 10% from Sale of Property ----------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York will hold on June 13, 2017, at 10:00 a.m. a hearing to consider the approval of 121-08 Jamaica Avenue LLC's first amended disclosure statement dated May 1, 2017, referring to the Debtor's first amended plan of reorganization. Objections to the Disclosure Statement must be filed no later than seven days prior to the hearing date. The Court has scheduled the hearing on confirmation of the Plan for July 26, 2017, at 9:00 a.m. The Plan will be funded with the net proceeds from the refinance, private sale or auction of the real property located at 121-08 Jamaica Avenue, Richmond Hill, New York 11418. Holders of allowed Class 3 General Unsecured Claims receive 100% of their Allowed Class 3 Claims from distributions from the future refinance or private sale, or a pro rata share up to 10% of their Allowed Class 3 Claims from a public auction of the Property after payment of all unclassified, Administrative, Priority, post-Effective Date legal fees, Class 1 Claims and Class 2 Claims, within 10 business days of the sale closing date. Class 3 Allowed Unsecured Claims are impaired under this Plan. Allowed Class 3 Claims total approximately $77,102.95. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/nyeb16-40437-76.pdf 121-08 Jamaica Avenue LLC owns and operates the real property located at 121-08 Jamaica Avenue, Richmond Hill, New York 11418. The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 16-40437) on Feb. 2, 2016, and is represented by Dawn Kirby Arnold, Esq., Delbello Donnellan Weingarten Wise, et al. 125 CANAL STREET: Taps Peter Iascone & Associates as Counsel ------------------------------------------------------------ 125 Canal Street, LLC, seeks authorization from the US Bankruptcy Court for the District of Rhode Island to employ Peter M. Iascone, Gregory Sorbello and the law firm of Peter Iascone & Associates as counsel. The professional services that the attorneys are to render are: a. give the Debtor advice with respect to its powers and duties as Debtor-in-possession in the continued operation of its business, management of its property and reorganization; b. prepare on behalf of the Debtor the petition, schedules, necessary motions, applications, answers, order, reports and other legal paper; c. assist in formulating a reorganization plan for the payment of creditors and to negotiate other financial institutions and credits; and d. generally perform all other legal services required of the Debtor as debtor-in-possession which may be necessary in the furtherance of these proceedings. Peter M. Iascone and Gregory Sorbello attest that all of the attorneys at the firm of Peter Iascone & Associates are "disinterested persons" as that term is defined under 11 U.S.C. Sec. 101(14) and have no connection with the creditors or any party in interest or their respective attorneys which would preclude them from representation of the debtor as debtor-in-possession. The Debtor has tendered $5,000 to counsel as a retainer and desires to employ Counsel at the rate of $300 per hour for services rendered and also reimburse Counsel for all expenses incurred. The Firm can be reached through: Peter M. Iascone, Esq. Gregory Sorbello, Esq. PETER M. IASCONE & ASSOCIATES, LTD. 117 Bellevue Ave Newport, RI 02840 Tel: (401) 848-5200 E-mail: piascone@aol.com About 125 Canal Street Headquartered at Providence, Rhode Island, 125 Canal Street, LLC filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D.R.I. Case No. 17-10602) on April 14, 2017. Peter M. Iascone, Esq. at Peter Iascone & Associates represents the Debtor. 14885 INWOOD: Hires Palmer & Manuel as Special Counsel ------------------------------------------------------ 14885 Inwood Road, LLC, seeks authorization from the US Bankruptcy Court for the Northern District of Texas, Dallas Division, to employ Palmer & Manuel, LLP, and specifically Jeff Sandberg, as special counsel for the Debtor. Palmer & Manuel has been asked to assist the Debtor with its insurance claim in connection with a fire, which occurred on December 27, 2016, that has damaged at least two spaces of the Debtor's properties. Mr. Sandberg was assisting the Debtor prior to its bankruptcy filing with respect to this insurance claim and other matters. The Debtor has paid Palmer & Manuel LLP $18, 524.10 for these services over the 90-day period leading up to the bankruptcy filing. Mr. Sandberg's current hourly rate is $350.00 per hour. Jeff Sandberg attests that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and he does not hold any interest adverse to the Debtor's estate with respect to the Services upon which he is to be employed. The Firm can be reached through: Jeff Sandberg PALMER & MANUEL LLP Campbell Centre I - North Tower 8350 N. Central Expressway, Suite 1111 Dallas, TX 75206 Phone: 214-242-6444 Fax: 214-265-1950 About 14885 Inwood Road, LLC 14885 Inwood Road, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 17-31260) on April 3, 2017. The Hon. Stacey G. Jernigan presides over the case. Franklin Hayward LLP represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Sherry LaMaison, president. 8760 SERVICE: Cullum Buying Assets for $1.5 Million --------------------------------------------------- 8760 Service Group, LLC, and Pelham Property, LLC, ask the U.S. Bankruptcy Court for the Western District of Missouri to authorize bidding procedures in connection with the sale of assets to an entity to be formed by Brian C. Cullum ("NEWCO") for an aggregate purchase price of up to $1,500,000, subject to overbid. Prior to the Petition Date, the Debtors contacted numerous parties, both financial and strategic seeking investors or a purchaser of their Assets. As a result of their efforts, several potential financial and strategic buyers are generally familiar with their assets and operations. In addition, the Debtors have already assembled and organized many of the key documents necessary for a sale process. Accordingly, subject only to updating relevant portions of the material, the Debtors currently anticipate being able to move relatively quickly to complete a sale process pursuant to the Motion. The Debtors propose to effectuate a sale of their Assets to the highest bidder, or bidders ("Transaction(s)"). They propose to effectuate the Transaction(s) via the process and procedures outlined in the Bid Procedures in order to determine the highest and best bidder or bidders to enter into the Transaction(s). The Debtors propose the following timeline for execution of the Bid Procedures and the Transaction(s): (i) Sale Procedures Hearing on May 18, 2017; (ii) Competing Bid Deadline of 5:00 p.m. (CST), May 25, 2017; (iii) Auction, if necessary on May 26, 2017; and (iv) a Sale Hearing in May [__], 2017. The Debtors have entered into an asset purchase agreement ("APA") with NEWCO. In the APA, NEWCO agrees to purchase substantially all of the personal property of the Debtors and Pelham Property's fabrication and office building at 5105 Pelham Drive, Sedalia, Missouri. In exchange for the sale, NEWCO agrees to pay $500,000 in cash to the Debtors at closing; to execute a $500,000 5-year balloon note payable to the Debtors' estates, and to pay their estates up to $500,000 in payments of $166,667 per year for each year of the three years subsequent to the sale in which NEWCO's EBITDA exceeds $200,000. The important aspects of the Sale Motion and Bid Procedures are: a. Benefits for the Debtor's principals: In conjunction with, the APA, the Stalking-Horse bidder has offered a agreements with Stacey "Buck" and Lindsay Barnes for employment with the NEWCO to be formed by the Stalking-Horse. b. Private Sale/No Competitive Bidding: The sale is contemplated to be a public sale to the person or entity offering the highest and best bid. c. Use of Proceeds: At this time, the Debtors are not proposing to release sale proceeds on or after the closing(s) with any Successful Bidder(s) without further order of the Bankruptcy Court. However, as part of the process of resolving "credit bid" issues, they may propose a release of certain sale proceeds to certain lenders on or after the closing(s) without further order of the Court. d. Relief from Bankruptcy Rules 6004(h) and 6006(d): By the Motion, the Debtors do seek relief from the 10-day stay imposed by Fed. R. Bankr. P. 6004(h) and 6006(d) for the reasons noted. For the reasons noted on the record at the hearings in these cases on May 4, 2017, the Debtors ask that an initial hearing on the Motion be set on May 18, 2017, to approve the procedures described and the bid protection of the Stalking Horse APA. They ask that a final hearing on the Sale Motion be set no later than May 31, 2017 to grant the remaining relief requested. The Debtors believe that an auction conducted substantially in accordance with the Bid Procedures will enable the Debtors to obtain the highest or best offer(s) for the assets under the circumstances, thereby maximizing the value of their estates. The salient terms of the Bidding Procedures are: a. Deposit: $25,000 b. Auction: May 26, 2017, at 9:30 a.m. (PCT) at the offices of the Debtors' counsel, or at such later time as determined by the Debtors. c. At the commencement of the Auction, the Debtors will announce the Initial Highest Bid(s) and the assets to which they relate. All Qualified Bids at the Auction will be based on and increased therefrom, and thereafter made in minimum increments higher than the previous Qualified Bid in an amount to be established by the Debtors. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Service_Group_29_Sales.pdf The Bid Procedures provide an appropriate framework for obtaining offers for the purchase of the Assets and will enable the Debtors to review, analyze and compare all Qualified Bids received to determine which Qualified Bid (or Bids) is in the best interests of the their estates and their creditors. Therefore, the Debtors ask that the Court approve the Bid Procedures and authorize them and Sale Agent to take any and all actions necessary or appropriate to implement the Bid Procedures. The Debtors generally believe that credit bidding will be practical, and not inhibit obtaining the highest and best price for the Assets. However, the claims of two of 8760 Service Group's secured creditors pose unusual issues and the debtors propose that the Court limit their credit bidding rights as follows: a. Bancorp South is the Debtors' primary lender and claims a blanket lien in essentially all of the Debtors' property. However, the UCC-1's and UCC-3's filed by Bancorp South to perfect its interest in the Debtors' accounts receivable, inventory and equipment describe its collateral as follows: (i) UCC-1, filed on Nov. 18, 2014 pertinently describing the collateral as "All Accounts Receivable, Inventory and equipment, located at 1534 REDWOOD DRIVE, SEDALIA, MO 65301. . . "; and (ii) UCC-3, filed on Dec. 17, 2015, pertinently describing the collateral as "All Accounts Receivable, Inventory and equipment, located at 1803 W. MAIN ST., SEDALIA, MO. 65301." Consequently, to the extent that the collateral descriptions in these financing statements were intended to describe all of the Debtors' accounts receivable, inventory, and equipment not located at 1803 W. Main or 1534 Redwood Drive they are seriously misleading. The scope of Bancorp's liens in their personal property is subject to (and is) legitimate(ly) dispute(d). Consequently, the Debtors are asking the Bankruptcy Court to "order otherwise" and deny Bancorp South credit bid rights on any personal property not located at 1803 W. Main on the Petition Date. b. Hudson Insurance Co. is the surety for 8760 Service Group for a bond on a construction project completed by 8760 in Coffeyville, Kansas. Hudson asserts a security interest against certain assets of the debtors pursuant to a General Indemnity Agreement and a financing statement filed on Jan. 17, 2017. 8760 was not paid $4.2 million it was owed for completing that project and litigation to collect the amount is pending. Given the subordinated and contingent nature of Hudson's claim, the Debtors are asking the Court to "order otherwise" and deny Hudson credit bid rights on any personal property. The Debtors anticipate that the Successful Bid(s) at the Auction may include provisions requesting that the Debtors assume and assign a customer contract they are currently engaged in for Ingredion, Inc. They have no other executory contracts or unexpired leases which they propose to assign through the Transaction(s). The Debtors ask that these procedures be implemented with respect to the notices and relief related thereto: a. Objections, if any, to the Bid Procedures will be filed by May 17, 2017. b. Objections to the Auction (if required under the Bid Procedures), the Sale Hearing, the Sale Motion, the proposed Transaction(s), and the procedure for objecting thereto, the possible assumption and assignment of the Ingredion Contract, the Cure Amounts, and the procedures for objecting thereto, to all or any part of the Sale Motion will be filed by the day prior to the Sale Hearing. c. The Debtors may amend the Transaction Notice by sending a new or amended Transaction Notice at any time prior to the Sale Hearing solely to the counterparties affected. d. Where any party files a timely objection to the Debtors' position that it is not in default of the Ingredion contract and that no amount must be paid to assume it and the parties are unable to consensually resolve the dispute prior to the Sale Hearing, the amount to be paid with respect to such objection will be determined at the Sale Hearing or such other date and time as may be fixed by the Court. All other objections to the proposed assumption and assignment of the Ingredion contract will be heard at the Sale Hearing. The Debtors ask that the Court approve the foregoing notice and objection procedures. The APA provides that if the Assets are auctioned and a party other than the Stalking Horse closes a purchase of the Assets 5% of the highest purchase price offered by the Stalking Horse at auction, plus the Stalking Horse's reasonable out of pocket expenses in an amount not exceed $50,000. The bid protection payments are fair and reasonable in amount under the circumstances. To facilitate the assumption and assignment of the Ingredion contract, the Debtors further ask the Court finds any anti-assignment provision in the Ingredion contract to be unenforceable under section 365(f) of the Bankruptcy Code. The Debtors have determined that a sale of the Assets to the Successful Bidder(s) is the best way to maximize the value of the Assets in these cases. Maximization of asset value is a sound business purpose, warranting authorization of the sale. Accordingly, the Debtors ask that the Court approves the sale of Assets to the Successful Bidder(s) free and clear of all liens, claim, interests and encumbrances, and for such other and further relief the Court deems just and proper. In light of the current circumstances and financial condition of the Debtors, they believe that in order to maximize value and preserve jobs, the sale of the Assets should be consummated as soon as practicable. Accordingly, they ask that each Sale Order be effective immediately upon entry of such order and that the 14-day stay under Bankruptcy Rules 6004(h) and 6006(d) be waived. The Purchaser can be reached at: Brian C. Cullum 12721 Pawnee Lane Leawood, KS 66209 About 8760 Service Group Founded in 2010, 8760 Service Group, LLC -- https://www.8760sg.com/ -- provides maintenance, outage, and emergency repair services for the power, manufacturing and bio-fuel industries. 8760 Service Group, LLC (Case No. 17-20454) and Pelham Property, LLC (Case No. 17-20453) filed separate voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of Missouri on May 1, 2017. The case is assigned to Dennis R. Dow. The Debtor estimated assets in the range of $1 million to $10 million and $10 million to $50 million in debt. The Debtor tapped Victor F. Weber, Esq., at Merrick, Baker & Strauss, P.C. as counsel. The petitions were signed by Stacey "Buck" Barnes, president. ADVANCED SOLIDS: Selling Furniture on Consignment with H. Lancaster ------------------------------------------------------------------- Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the consignment sale by H. Lancaster Co. of residential furniture from multiple rental properties the Debtor owns in New Mexico for their minimum prices. The asset proposed to be sold consists of personal property described as residential furniture from multiple rental properties the Debtor owns in New Mexico. The real properties are being sold and the furniture must be liquidated. The Debtor believes that the furniture is worth approximately $35,000; the residential furniture is not subject to any liens or claims to creditors. The Debtor previously filed a Motion to sell the personal property pursuant to a Consignment Agreement with H. Lancaster. Pursuant to the Consignment Agreement the Debtor is to receive 70% of the gross sales proceeds. The Consignment Agreement was for a term of 90 days (from Jan. 3, 2017), and payment is due to the Debtor within 30 days from the sale of the item(s). The Order Granting Authority to Sell Personal Property Free and Clear of All Liens, Claims and Encumbrances pursuant to the Consignment Agreement with H. Lancaster Co. was entered on Feb. 6, 2017. H. Lancaster has not completed a sale of the furniture, but has inspected the furniture and is prepared to include the furniture in a tent sale that is upcoming. The Debtor is asking that H. Lancaster authorization to sell the furniture pursuant to the Consignment Agreement is extended to July 31, 2017. A copy of the list of furniture to be sold and their minimum prices attached to the Motion is available for free at: http://bankrupt.com/misc/Advanced_Solids_88_sales.pdf In conjunction with the proposed consignment sale by H. Lancaster, the Debtor is proposing to sell the miscellaneous items of furniture for the minimum prices set forth. Some of the furniture is more worn than others, and some has cracks from the dry climate in New Mexico. The Debtor's plan is to sell as much furniture as it can on its own and obtain the best price before moving the remaining furniture to H. Lancaster for sale pursuant to the Consignment Agreement. It believes that the proposed sale of the furniture will generate a reasonable value based upon the asset proposed to be sold and its marketability. The proceeds from the sale will be used by the Debtor in its reorganization efforts/payment of creditors of the Estate. The Debtor proposes to sell the furniture for the minimum prices free and clear of all liens, claims and encumbrances. The Debtor asks that the Court authorize it to sell free and clear of all liens, claims and encumbrances the personal property at the minimum prices and pursuant to the terms set forth, and for such other and further relief to which the it may show itself entitled. About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. W. Lynn Frazier, managing member, signed the petition. The Debtor estimated assets in the range of $0 to $50,000 and $500,001 to $1,000,000 in debt. The Debtor tapped William R. Davis, Jr., Esq., at Langley & Banack, Inc., as counsel. ADVANTAGE SALES: S&P Puts 'B' CCR on Watch Pos. Amid Potential IPO ------------------------------------------------------------------ S&P Global Ratings placed all of its ratings on Irvine, Calif.-based Advantage Sales & Marketing Inc., including S&P's 'B' corporate credit rating, on CreditWatch with positive implications. Total debt outstanding pro forma for the recent debt issuance is about $2.95 billion. "The CreditWatch placement follows Advantage's indication that it has commenced preparations for a potential IPO, with net proceeds to be used for debt repayment," said S&P Global Ratings credit analyst, Katherine Heng S&P typically views IPOs as credit-positive because publicly traded issuers generally exercise less aggressive financial policies than issuers owned entirely by private equity sponsors, as is currently the case with Advantage. Resolution of the CreditWatch placement will depend on whether Advantage completes the contemplated IPO and uses the proceeds to repay debt. If it does, S&P could raise the ratings after it reviews its business prospects and financial policies. S&P said previously that S&P could raise the ratings if the company reduces debt to EBITDA to around 6x or below on a sustained basis, and if S&P believes the risk of a releveraging event is unlikely. S&P estimates that debt would have to decline by $300 million for leverage to decrease to 6x. Alternatively, S&P could affirm its 'B' corporate credit rating if Advantage elects not to pursue an IPO. AEROSPACE HOLDINGS: Committee Has Drinker Biddle as Attorneys ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Aerospace Holdings, Inc., et al., filed with the U.S. Bankruptcy Court for the District of Delaware a verified statement pursuant to Federal Rule of Bankruptcy Procedure 2019, stating that on April 7, 2017, the Office of the U.S. Trustee appointed the Committee pursuant to Section 1102(a)(1) of the Bankruptcy Code. The Committee currently consists of: (i) The Boeing Company Attn: Charles G. Adams P.O. Box 3707, MC 09-49 Seattle, Washington 98124-2207 Tel: (425) 266-4178 Fax: (206) 766-5576 E-mail: charles.g.adams2@boeing.com Nature of and Amount of Disclosable Economic Interest: Unsecured claim in the approximate amount of $1,045,689 (Trade Debt) (ii) Brookside Mezzanine Partners Attn: Corey L. Sclar 201 Tresser Boulevard, Suite 330 Stamford, Connecticut 06901-3435 Tel: (203) 595-4532 E-mail: csclar@brooksidegrp.com Unsecured claim in the approximate amount of $17,056,648 (Subordinated Debt) (iii) Catalus Capital Attn: Saif Qazi, CFA 45 East Putnam Avenue Greenwick, Connecticut 06830 Tel: (203) 816-0762 E-mail: saif@cataluscapital.com Unsecured claim in the approximate amount of $5,087,327 (Subordinated Debt) (iv) Cygnus, Inc. Attn: Jack Ambrosiani, Ph.D P.O. Box 466 122 Emerald Indstrial Park Ponderay, Idaho 83852 Tel: (208) 263-4761 Fax: (208) 263-9217 E-mail: jack.ret@cygnusaero.com Unsecured claim in the approximate amount of $57,312.31 (Trade Debt) (v) Thyssenkrupp Materials, NA Attn: Amber Dennis 1338 Orden Drive Santa Fe Springs, California 90670 Tel: (562) 215-4326 Fax: (562) 229-1599 E-mail: amber.dennis@thyssenkrupp.com Unsecured claim in the approximate amount of $223,406 (Trade Debt) The Committee members hold certain unsecured claims against the Debtors' estates arising from a variety of relationships, including those of trade vendors and noteholders. The proposed attorneys for the Committee are: Steven K. Kortanek, Esq. Patrick A. Jackson, Esq. DRINKER BIDDLE & REATH LLP 222 Delaware Avenue, Suite 1410 Wilmington, DE 19801-1621 Tel: (302) 467-4200 Fax: (302) 467-4201 E-mail: steven.kortanek@dbr.com patrick.jackson@dbr.com Robert K. Malone, Esq. Ravi Vohra, Esq. DRINKER BIDDLE & REATH LLP 600 Campus Drive Florham Park, New Jersey 07932-1047 Tel: (973) 549-7000 Fax: (973) 360-9831 E-mail: robert.malone@dbr.com ravi.vohra@dbr.com About Aerospace Holdings Aerospace Holdings, Inc., designs and manufactures a wide variety of products, including machined parts, fabricated components, and tooling for the commercial aerospace and defense markets. The company encompasses a full spectrum of precision manufacturing capabilities for any scale, from individual prototypes to large lot production. The Debtor sought Chapter 11 protection (Bankr. D. Del. Case No. 17-10635) on March 27, 2017. The petition was signed by Matthew Sedigh, chief restructuring officer. The Debtor estimated assets in the range of $10 million to $50 million and $50 million to $100 million in debt. The Debtor tapped Dennis A. Meloro, Esq., and Nancy A. Mitchell, Esq., at Greenberg Traurig, LLP, as counsel. AGENT PROVOCATEUR: U.S. Trustee Forms 3-Member Committee -------------------------------------------------------- William K. Harrington, U.S. Trustee for the Southern District of New York, on May 4 appointed three creditors of Agent Provocateur, Inc., et al., to serve on the official committee of unsecured creditors. The committee members are: (1) China National Consumer Electrics & Electronics Import & Export Corp. Attn: Daniel Yang No. 910, 9th Section, Jinsong, Chaoyang District Beijing, 100021, China Tel: +86 139 1179 5162 E-mail: daniel.yang@tych.com.cn (2) GGP Limited Partnership Attn: Julie Minnick 110 North Wacker Drive Chicago, IL 60606 Tel: (312) 960-2707 E-mail: Julie.minnick@ggp.com (3) Simon Property Group Inc. Attn: Ronald M. Tucker 225 W Washington Street Indianapolis, IN 46204 Tel: 317-263-2346 E-mail: rtucker@simon.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Agent Provocateur, Inc. Agent Provocateur, Inc., based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-10987-MEW) on April 11, 2017. The Hon. Michael E. Wiles presides over the case. William H. Schrag, Esq., at Thompson Hine LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated $1,000,001 to $10 million in assets and $10,000,001 to $50 million in liabilities. ALM MEDIA: S&P Lowers CCR to 'B-' on Thin Covenant Cushion ---------------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit rating on ALM Media LLC to 'B-' from 'B'. The rating outlook is stable. At the same time, S&P lowered its issue-level rating on the company's $237.5 million first-lien credit facility to 'B' from 'B+'. The credit facility consists of a $215 million first-lien term loan due 2020 and a $22.5 million first-lien revolving credit facility due 2020. The recovery rating remains '2', indicating S&P's expectation for substantial recovery (70%-90%; rounded estimate: 70%) of principal in the event of a payment default. S&P also lowered its issue-level rating on the company's $50 million second-lien term loan due 2021 to 'CCC' from 'CCC+'. The recovery rating remains '6', indicating S&P's expectation for negligible recovery (0%-10%; rounded estimate: 0%) of principal in the event of a payment default. "The downgrade reflects our expectation that ALM's negative operating trends will continue and the company will have a less than 15% EBITDA cushion of compliance, with its springing total net leverage covenant over the next six to 12 months," said S&P Global Ratings' credit analyst Scott Zari. The company has underperformed S&P's expectations due mainly to faster-than-expected declines in advertising and weakness in the events business. The company's margin of compliance with its total net leverage covenant declined to 16% as of Sept. 30, 2016. The stable outlook on ALM incorporates S&P's expectation that the company will be able to produce its audited annual statements within the 30-day grace period ended May 30, 2017. The outlook also incorporates S&P's expectation that the company's operating performance will continue to face pressure related to negative trends in advertising, which will likely result in covenant EBITDA margin of compliance falling and remaining under 10%. S&P could lower its corporate credit rating on ALM over the next year if revenue declines accelerate and costs related to the company's operational restructuring remain elevated, leading to free operating cash flow approaching breakeven levels. This could result from an economic downturn or further acceleration in the decline of print advertising. S&P could also lower the rating by several notches if it believes that the company will not be able to produce its audited financials within the 30 day grace period, or if S&P believes that a covenant violation is likely within the next 12 months. S&P could consider an upgrade if it become convinced that the company's operating trends will stabilize and it will increase its EBITDA margin of compliance with its net leverage covenant to above 15%. This would likely be the result of flat to slightly increasing organic revenue growth, EBITDA margins improving to around 30%, and run-rate free operating cash flow above $25 million. AMAG PHARMACEUTICALS: S&P Affirms 'B+' CCR; Outlook Remains Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' corporate credit rating on AMAG Pharmaceuticals Inc. The outlook remains stable. At the same time, S&P raised its issue-level rating on AMAG's senior unsecured notes due 2023 to 'BB-' from 'B+' and revised the recovery rating on this debt to '2' from '4' as a result of the proposed senior secured debt repayment. The '2' recovery rating reflects S&P's expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of default. S&P will withdraw its recovery and issue-level ratings on AMAG's senior secured term loan once it is fully repaid over the next several weeks. S&P is not planning to rate AMAG's newly issued $300 million convertible bond. "The rating affirmation reflects our expectation that the projected EBITDA margin contraction will largely offset the positive impact of debt reduction stemming from AMAG's newly proposed capital structure, resulting in 2017 leverage remaining in the 4x-5x range, consistent with the existing rating," said S&P Global Ratings credit analyst Maryna Kandrukhin. Last week, AMAG Pharmaceuticals Inc. simultaneously issued a new $300 million convertible bond and announced revised earnings guidance indicating that its 2017 EBITDA will likely be approximately $70 million below previous projections. The company is planning to use a combination of cash on hand and proceeds from the newly issued $300 million convertible bond to fully repay its outstanding $320 million term loan and repurchase the majority of its existing $200 million convertible bond, resulting in an approximate debt reduction of $200 million. At the same time, the company has hired a new sales force in preparation for the launch of its just licensed product Intrarosa and is expecting to incur additional research and development (R&D) and selling, general, and administrative (SG&A) expenses in relation to this new licensing agreement, resulting in meaningful profitability erosion. S&P projects AMAG's EBITDA margin will contract to the mid-30% area in 2017, in contrast to the previously projected 50%. S&P expects the positive impact of a $200 million debt reduction on the company's leverage ratio to be mostly offset by the projected margin contraction. AMAG is a specialty pharmaceutical company focused on women's health and hematology. The company generates most of its revenue from three niche products, with 62% (as of the first quarter of 2017) of its sales coming from Makena, a drug indicated for preventing pre-term birth. The remainder of the company's revenues is equally split between Feraheme, a drug indicated for treating iron deficiency anemia in adults with chronic kidney disease, and Cord Blood Registry (CBR) services. S&P's 'B+' corporate credit rating continues to reflect AMAG's small size, narrow therapeutic focus, limited product diversity, and the looming expiration of Makena's orphan drug exclusivity in February 2018. These weaknesses are partially offset by S&P's expectation that AMAG's targeted marketing efforts and effective life cycle management of Makena will help defend the product's market share when the exclusivity period ends and that the newly licensed products will start generating revenue as early as 2017. The ratings also reflect AMAG's meaningful cash balance, strong cash flow generation in excess of $130 million per year, and S&P's expectation that the company will maintain leverage in the 4x-5x range. The stable outlook reflects S&P's expectation that the company's continued targeted marketing efforts and effective life cycle management for Makena will result in above-average revenue growth in 2017 contributing to strong free cash flow generation, despite the projected meaningful EBITDA margin contraction, and LTM leverage maintained in the 4x-5x range. Given AMAG's high revenue concentration in Makena and the looming expiration of the drug's exclusivity period, S&P could lower the rating if AMAG fails to defend the product's market share when generic competition arrives, resulting in revenue weakness and profitability erosion that are not offset by other assets in the portfolio. If the scenario above leads to flat revenues and an additional 500-basis-point EBITDA margin decline resulting in leverage ratio sustained above 5x with limited prospects for improvement, S&P could consider a lower rating. While unlikely over the next year, S&P could raise the rating if AMAG successfully grows its portfolio, increases its product pipeline, and significantly reduces its reliance on Makena while improving leverage below 4x and maintaining it at that level. This scenario could materialize if AMAG achieves an improvement in scale and revenue diversity sufficient to maintain revenue growth in the 20%-30% range and improve profitability by around 500 basis points, resulting in leverage below 4x. S&P views this scenario as unlikely over the next year given the elevated expenses related to AMAG's new licensing agreements pressuring its 2017 EBITDA margins and our expectation that the licensed products won't meaningfully contribute to the company's revenue base until 2018-2019. AQUION ENERGY: Committee Taps Klehr Harrison as Co-Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Aquion Energy, Inc. seeks authorization from the US Bankruptcy Court for the District of Delaware to retain Klehr Harrison Harvey Branzburg LLP as Delaware co-counsel to the Committee, nunc pro tunc as of April 3, 2017. Services to be rendered by Klehr Harrison are: • provide legal advice regarding local rules, practices, precedent and procedures and providing substantive and strategic advice on how to accomplish the Committee's goals in connection with the prosecution of this case, bearing in mind that the Court relies on co-counsel such as Klehr Harrison to be involved in all aspects of each bankruptcy proceeding; • review, comment and/or prepar drafts of documents and discovery materials to be filed with the Court as co-counsel to the Committee and/or served on parties or third parties in this chapter 11 case; • appear in Court, depositions, and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Committee as their co-counsel; • perform various services in connection with the administration of this case, including, without limitation, (i) preparing certificates of no objection, certifications of counsel, notices of fee applications and hearings, and hearing binders of documents and pleadings, (ii) monitoring the docket for filings and coordinating with Lowenstein on pending matters that need responses, (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates and other matters and the deadlines associated with the same, and (iv) handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of this case and coordinating with Lowenstein on any necessary responses; • perform all services for the Committee in which Lowenstein may have a conflict of interest; and • perform all other services assigned by the Committee to Klehr Harrison as co-counsel to the Committee, and to the extent the Firm determines that such services fall outside of the scope of services historically or generally performed by Klehr Harrison as co-counsel in a bankruptcy proceeding, Klehr Harrison will file a supplemental declaration. The principal attorneys and paralegal at Klehr Harrison designated to represent the Committee and their hourly rates are: Richard M. Beck (partner) $605 Sally E. Veghte (associate) $325 Melissa K. Hughes (paralegal) $200 Richard M. Beck, partner at the firm of Klehr Harrison Harvey Branzburg LLP, attests that neither Klehr Harrison nor any attorney at the firm holds or represents an interest adverse to the Debtor's estate; and neither Klehr Harrison nor any attorney at the firm is a creditor, an equity security holder or an insider of the Debtor. The Firm can be reached through: Richard M. Beck, Esq. Klehr Harrison Harvey Branzburg LLP 919 N. Market Street, Suite 1000 Wilmington, DE 19801-3062 Phone: 215-569-2299 Fax: 215-568-6603 Email: rbeck@klehr.com About Aquion Energy Inc. Aquion Energy was a Pittsburgh, Pa.-based company that manufactured sodium ion batteries and electricity storage systems. Aquion Energy filed a Chapter 11 petition (Bankr. D. Del. Case No. 17-10500) on March 8, 2017. The petition was signed by Suzanne B. Roski, chief restructuring officer. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. Judge Kevin J. Carey presides over the case. The Debtor tapped Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel, and Suzanne Roski of Protiviti, Inc., as chief restructuring officer. The Debtor also engaged Kurtzman Carson Consultants, LLC, as claims and noticing agent; and Suzanne Roski of Protiviti, Inc., as chief restructuring officer. An official committee of unsecured creditors has been appointed in the case. AQUION ENERGY: Committee Taps Lowenstein Sandler as Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Aquion Energy, Inc. seeks authorization from the US Bankruptcy Court for the District of Delaware to retain Lowenstein Sandler LLP as counsel for the Committee, effective as of April 3, 2017. The professional services that Lowenstein Sandler will provide to the Committee are: (a) advising the Committee with respect to its rights, duties, and powers in this Chapter 11 Case; (b) assisting and advising the Committee in its consultations with the Debtor relative to the administration of this Chapter 11 Case; (c) assisting the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with holders of claims and equity interests; (d) assisting the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of the Debtor's business; (e) assisting the Committee in its investigation of the liens and claims of the holders of the Debtor's pre-petition debt and the prosecution of any claims or causes of action revealed by such investigation; (f) assisting the Committee in its analysis of, and negotiations with, the Debtor or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, financing or other transactions and the terms of one or more plans of reorganization for the Debtor and accompanying disclosure statements and related plan documents; (g) assisting and advising the Committee as to its communications to unsecured creditors regarding significant matters in this Chapter 11 Case; (h) representing the Committee at hearings and other proceedings; (i) reviewing and analyzing applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; (j) preparing, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing as may be necessary in furtherance of the Committee's interests and objectives in this Chapter 11 Case, including without limitation, the preparation of retention papers and fee applications for the Committee's professionals including, Lowenstein Sandler; and (k) performing such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Lowenstein Sandler's hourly rates are: Partners of the Firm $575 - $1,150 Senior Counsel and Counsel $405 - $700 Associates $300 - $575 Paralegals and Assistants $115 - $300 Jeffrey Cohen, partner of the law firm of Lowenstein Sandler LLP, attests that his firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, and does not represent or hold any interest adverse to the interests of the Debtor's estates with respect to the matters for which it is to be employed. The Firm may be reached through: Jeffrey Cohen, Esq. LOWENSTEIN SANDLER LLP 1251 Avenue of the Americas New York, NY 10020 Telephone: (212) 262-6700 Email: jcohen@lowenstein.com About Aquion Energy Inc. Aquion Energy was a Pittsburgh, Pa.-based company that manufactured sodium ion batteries and electricity storage systems. Aquion Energy filed a Chapter 11 petition (Bankr. D. Del. Case No. 17-10500) on March 8, 2017. The petition was signed by Suzanne B. Roski, chief restructuring officer. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. Judge Kevin J. Carey presides over the case. The Debtor tapped Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel, and Suzanne Roski of Protiviti, Inc., as chief restructuring officer. The Debtor also engaged Kurtzman Carson Consultants, LLC, as claims and noticing agent; and Suzanne Roski of Protiviti, Inc., as chief restructuring officer. An official committee of unsecured creditors has been appointed in the case. ARCONIC INC: Reports $322 Million Net Income for First Quarter -------------------------------------------------------------- Arconic Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income attributable to the Company of $322 million on $3.19 billion of sales for the three months ended March 31, 2017, compared to net income attributable to the Company of $16 million on $3.05 billion of sales for the three months ended March 31, 2016. As of March 31, 2017, Arconic had $20.15 billion in total assets, $14.66 billion in total liabilities and $5.49 billion in total equity. Cash used for operations was $300 million in the first quarter of 2017 compared with cash used for operations of $430 million in the first quarter of 2016. The decrease in cash used for operations of $130, or 30%, was primarily due to a favorable change in assets and liabilities, partially offset by lower operating results. A full-text copy of the Form 10-Q is available for free at: https://is.gd/vhhdje 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. ARLINGTON APARTMENTS: Bretwood Buying All Assets for $3.05 Million ------------------------------------------------------------------ Arlington Apartments of Jackson, LLC, asks the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize the assumption of all residential leases and the sale of substantially all assets outside the ordinary course of business to Bretwood, L.L.C., for $3,050,000. The Debtor owns an apartment complex known as Arlington Apartments of Jackson, located at 5845 Ridgewood Road, City of Jackson, Hinds County, Mississippi. The Property is subject to a number of residential leases. The Assets are encumbered by duly perfected first-priority liens and encumbrances held by Elzion DB Transfer Agent, LLC, a Delaware Limited Liability Company ("Lender"), with such liens and encumbrances being evidenced by, among other things, a Deed of Trust, Security Agreement and Fixture Filing, as recorded in the Office of the Chancery Clerk of Hinds County, Mississippi (First Judicial District) on Sept. 8, 2006, at Book 6551, Page 259, which Deed of Trust includes an assignment of leases and rents. The Debtor received an offer from Bretwood, an Alabama limited liability company to purchase the Assets in exchange for $3.05 million. The Debtor, in the exercise of its best business judgement, has made the decision to accept the Purchase Offer from Bretwood. A copy of the Sale and Purchase Agreement for Real Property ("PSA") attached to the Motion is available for free at: http://bankrupt.com/misc/Arlington_Apartments_68_Sales.pdf The Lender has timely filed a Proof of Claim in the amount of $3,098,504 as of the Petition Date. Upon information and belief, there are no valid liens, claims or interests in, to or upon the Assets that would have priority over the Secured Claims of Lender. The Debtor represents to the creditors and parties-in-interest that the sale of the Assets is in the best interest of the estate, creditors and parties-in-interest. The Debtor believes that the Purchase Price is fair, reasonable and appropriate. The Debtor asks authority of the Court to execute such deed or related documents which are reasonably necessary to consummate and close the sale of the Assets in accordance with the terms and conditions of the PSA, with the Net Sale Proceeds to be disbursed and paid over to the Lender, free and clear of all liens, claims or interests, at the time of the Asset sale Closing, with the Assets being transferred and conveyed to the Buyer free and clear of all liens, claims or interests. The Debtor also asks that it be allowed to assume all of the Residential Leases and to assign these Residential Leases to the Buyer upon the closing of the proposed sale. The assumption and assignment of the Leases is a necessary component of the sale of the Assets, provides substantial benefit to all parties and is justified as an integral part of the sale of the Assets. The Debtor submits that the assignment of the Leases will take place at the closing of the sale of the Assets. The Lender supports the proposed sale, and a prompt sale of the Assets will likely enable the Debtor to realize the maximum value for the Assets. The Debtor believes that the terms and conditions set forth in the PSA are fair and equitable to both Buyer and Debtor. The Debtor believes that any material delay in consummating the proposed sale of the Assets will result in a reduction in the value of the Assets. Therefore, the Debtor asks the Court to approve proposed sale of the Assets to the Buyer and the assumption and assignment of the Leases. The Purchaser can be reached at: BRETWOOD, L.L.C. 2920 6th Avenue South Birmingham, AL 35233 Attn: Bret Connor Telephone: (205) 862-3997 E-mail: bretconnorjr@gmail.com The Purchaser is represented by: Claude McCain Moncus, Esq. Baker Findley, Esq. CORLEY MONCUS, P.C. 728 Shades Creek Parkway, Suite 100 Birmingham, AL 35213 Telephone: (205) 879-5959 E-mail: cmoncus@cmwlaw.com bfindley@cinwlaw.com The Lender can be reached at: ELIZON DB TRANSFER AGENT, LLC 53 Forest Avenue Old Greenwich, CT 06870 Attn: Mitchell Levine Telephone: (203) 409-3575 Facsimile: (203) 698-0869 The Lender is represented by: Alan L. Smith, Esq. BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC One Eastover Center 100 Vision Drive Jackson, MS 39211 Telephone: (601) 351-8932 Facsimile: (601) 974-8932 E-mail: asmith@bakerdonelson.com About Arlington Apartments of Jackson Arlington Apartments of Jackson, LLC, based in Evanston, IL, filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-00624) on Feb. 22, 2017. The Hon. Edward Ellington presides over the case. John D. Moore, Esq., at the Law Offices of John D. Moore, P.A., serves as bankruptcy counsel to the Debtor. In its petition, the Debtor estimated $1 million to $10 million in assets and liabilities. Al Belmonte, manager, signed the petition. ASTORIA ORGANIC: Bids for Organic Processing Facility Due June 9 ---------------------------------------------------------------- BDO Canada Limited, in its capacity as court-appointed receiver of Astoria Organic Matters Limited and Astoria Organic Matters Canada LP, is inviting offers for the purchase of the assets and operations of Astoria. Deadline for the submission of offers is June 9, 2017, at 5:00 p.m. The assets are offered for sale under a court-approved sale process implemented by the receiver. All offers will be considered by the receiver on an individual basis as and when received in accordance with the sale process. The company is located at 704 Phillipston Road, Belleville, Ontario, approximately 13 kilometers north of highway 401. The facility is built on approximately 42 acres of land which is subject to a 20 year lease agreement. At full capacity, the facility can process 70,000 tonnes of organic waste annually. Astoria's service offering includes finished compost product, grinding and mulching, and soil screening. For additional information contact: BDO Canada Limited Ethan Dewick Tel: 416-865-0210 Email: edewick@bdo.ca Astoria Organic Matters Limited and Astoria Organic Matters Canada LP -- http://astoriaorganics.com-- operate an organic processing facility that will service the Eastern Ontario Region. The Companies offer a variety of services and are able to accept all of organic waste and turn it into a high grade organic fertilizer. AVAYA INC: Disclosure Statement Hearing Set for May 25 ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York is set to hold a hearing on May 25 to consider approval of the disclosure statement, which explains the Chapter 11 plan of reorganization proposed by Avaya Inc. Objections to the disclosure statement are due by May 18. Avaya on April 13 filed a reorganization plan which, if consummated, would reduce its debt by more than $4 billion and would provide the company with the capital necessary to fund payments to creditors and its ongoing operations. The company's restructuring will be achieved through a debt-for-equity exchange, in which certain secured creditors would acquire 100% of reorganized Avaya's equity. Under the plan, Avaya will continue to honor its qualified U.S. pension plans after its emergence from bankruptcy, and will assume its two collective bargaining agreements. As of December 31, 2016, Avaya and its affiliates have approximately 3,800 employees. Approximately 550 of these employees are subject to collective bargaining agreements with the Communications Workers of America and the International Brotherhood of Electrical Workers. The plan proposes to pay general unsecured creditors 10% of their allowed claims. These creditors will share pro rata in a $25 million cash pool to be established on the effective date of the plan. Avaya estimated the total amount of allowed Class 7 general unsecured claims at $250 million. Distributions under the plan will be funded with cash on hand; the issuance and distribution of common stock of reorganized Avaya Holdings Corp.; proceeds from the exit facility; and indebtedness issued pursuant to a new senior secured credit facility with a principal amount of up to $2 billion, according to Avaya's disclosure statement. A copy of the disclosure statement is available for free at https://is.gd/yZ5CXg About Avaya Inc. 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 Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors disclosed $5.52 billion in assets and $6.35 billion in liabilities as of Sept. 30, 2016. 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; and The Siegfried Group, LLP, as financial services consultant. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. AZTEC OIL: June 14 Deadline to File Plan Objections --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas will hold an evidentiary hearing on July 26 to consider approval of the Chapter 11 plan of liquidation proposed by Frank Fisher and the Livingston Growth Fund Trust for Aztec Oil & Gas Inc. and its affiliates. The hearing will be held at 9:30 a.m. (Central Time), at the U.S. Courthouse, Courtroom 400, Fourth Floor, 515 Rusk, Houston, Texas. The court will also consider at the hearing the final approval of the plan proponents' disclosure statement, which it conditionally approved on April 20. The order set a June 14 deadline for creditors to file their objections to the plan, and a June 7 deadline for creditors to cast their votes accepting or rejecting the plan. The liquidating plan provides that all remaining assets of the companies will be transferred to Aztec Oil & Gas, with all litigation claims transferred to a litigation trust for the benefit of unsecured creditors. All entities will be dissolved other than Aztec Oil & Gas, which will continue operations. Under the plan, each unsecured creditor will receive a beneficial interest in the litigation trust, and will receive the net proceeds of the litigation trust pro-rata, according to the plan proponents' latest disclosure statement. A copy of the second amended disclosure statement is available for free at https://is.gd/E0UY6t About Aztec Oil & Gas Houston, Texas-based Aztec Oil & Gas, Inc. and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Lead Case No. 16-31895) on April 13, 2015. The petitions were signed by Jeremy Driver, president. Judge David R. Jones presides over Aztec Oil & Gas' case. Judge Marvin Isgur presides over the cases of Aztec Energy, LLC, and Aztec Operating Company. Kristin Nicole Rhame, Esq., at Christin, Smith & Jewell, LLP, serves as the Debtors' bankruptcy counsel. Aztec Oil & Gas, Inc., estimated assets between $100,000 and $500,000 and its liabilities between $500,000 and $1 million. Aztec Energy, LLC, and Aztec Operating Company each estimated Their assets and liabilities at up to $50,000 each. BALDWIN PARK: Hires Orantes Law as General Insolvency Counsel ------------------------------------------------------------- Baldwin Park Congregate Home, Inc. seeks authorization from the US Bankruptcy Court for the Central District of California, Los Angeles Division, to employ Orantes Law Firm PC as general insolvency counsel. Services to be rendered by the Firm are: a. to bring forward a plan of reorganization expeditiously, as well as provide the Debtor more general services, such as advise the Debtor with respect to compliance with the requirements of the Office of the United States Trustee; b. to advise the Debtor regarding matters of bankruptcy law, including its rights and remedies in regard to its assets and in regard to the claims of creditors; c. to represent the Debtor in any proceedings or hearings in the Bankruptcy Court and in any action in any other court where the Debtor's rights under the Bankruptcy Code may be litigated or affected, subject to the Firm's specific agreement; d. to conduct examinations of witnesses, claimants, or adverse parties and to prepare and assist in the preparation of reports, accounts, and pleadings related to this Chapter 11 case including reviewing, not drafting , monthly operating reports; e. to advise the Debtor concerning the requirements of the Bankruptcy Court and applicable rules as the same effect the Debtor in these proceedings; f. to assist the Debtor in the negotiation formulation, confirmation and implementation of a Chapter 11 plan; and g. to take such other action and perform such other services as the Debtor may require of the Firm in connection with this Chapter 11 case. The Firm will render services to the Debtor at: Mr. Orantes' discounted hourly rate of $500.00, $250.00 to $500.00 for associates, and $160.00 to $200.00 for the time accrued by paralegals. Giovani Orantes attests that the Firm is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14). The Firm can be reached through: Giovanni Orantes, Esq. THE ORANTES LAW FIRM, A.P.C. 3435 Wilshire Blvd Ste 2920 Los Angeles, CA 90010 Tel: 888-619-8222 Fax: 877-789-5776 E-mail: go@gobklaw.com About Baldwin Park Congregate Home Baldwin Park Congregate Home, Inc. owns and operates a skilled nursing facility in Baldwin Park, Calif. Baldwin Park Congregate Home filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-13634) on March 24, 2017, estimating assets in the range of $0 to $50,000 and liabilities of up to $10 million. Eileen Cambe signed the petition as chief executive officer. The Hon. Julia W. Brand presides over the case. The Debtor is represented by Giovanni Orantes, Esq. of Orantes Law Firm. BELLS FOOD: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Bells Food Center of Albion NY, Inc. dba Bells Food Center dba Save-A-Lot dba Bell's Food Center of Albion, N.Y., Inc. dba Pawlaks Save A Lot 318 West Ave. Albion, NY 14411 Case No.: 17-10953 Business Description: Bells Food Center of Albion NY, Inc. is engaged in the grocery store business. It is a small business debtor as defined in 11 U.S.C. 101(51D). Chapter 11 Petition Date: May 8, 2017 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Hon. Michael J. Kaplan Debtor's Counsel: Beth Ann Bivona, Esq. BARCLAY DAMON LLP The Avant Building, Suite 1200 200 Delaware Ave. Buffalo, NY 14202-2150 Tel: (716) 856-5500 Fax: 716-856-5510 E-mail: bbivona@barclaydamon.com - and - John R. Weider, Esq. BARCLAY DAMON, LLP 100 Chestnut Street 2000 HSBC Plaza Rochester, NY 14604 Tel: 585-295-4306 Fax: 585-295-8402 E-mail: jweider@barclaydamon.com Total Assets: $369,526 Total Liabilities: $1.72 million The petition was signed by Jerome F. Pawlak, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nywb17-10953.pdf BERNARD MADOFF: Int'l Comity Issues Don't Require Clawback Appeal ----------------------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reports that the Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York ruled that the international comity issues at hand do not necessitate a direct appeal in a $22 million Bernard Madoff Ponzi scheme clawback case. The Royal Bank of Scotland avoided facing a direct Second Circuit, Law360 relates. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of Dec. 14, 2016, the SIPA Trustee has recovered more than $11.486 billion and, following the eight interim distribution in January 2017, will raise total distributions to approximately $9.72 billion, which includes more than $839.6 million in advances committed by SIPC. BILL BARRETT: Incurs $13.1 Million Net Loss in First Quarter ------------------------------------------------------------ Bill Barrett Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $13.11 million on $50.53 million of total operating revenues for the three months ended March 31, 2017, compared to a net loss of $46.49 million on $29.43 million of total operating revenues for the three months ended March 31, 2016. As of March 31, 2017, Bill Barrett had $1.40 billion in total assets, $842.52 million in total liabilities and $559.22 million in total stockholders' equity. Adjusted net income (non-GAAP) for the first quarter of 2017 was a net loss of $12 million, or $0.16 per diluted share. EBITDAX for the first quarter of 2017 was $36 million. Adjusted net income (loss) and EBITDAX are non-GAAP (Generally Accepted Accounting Principles) measures. Chief Executive Officer and President Scot Woodall commented, "We're off to a good start in 2017 as we delivered production sales volumes at the upper end of our guidance range and we continue to demonstrate improvements in LOE and oil price realizations that are having a positive impact on operating margins. In the DJ Basin, we are implementing enhanced drilling and completion concepts, including higher sand concentration and tighter frac stage spacing that we anticipate will improve well performance and recovery going forward. We placed two DSUs on initial flowback during the first quarter and are on track to execute a 70-75 well program in the DJ Basin this year, including the addition of a second drilling rig during the second quarter that establishes a strong foundation of growth for 2018. We recently took advantage of changing oil market dynamics in Utah and negotiated a significant improvement in our Uinta Oil Program oil pricing contracts effective May 2017. This translates into improved well economics as we have recently initiated a recompletion program. Consistent with our strategy of maintaining balance sheet flexibility, we issued $275 million of senior notes, due 2025. The proceeds, plus cash on hand, will be used to redeem our existing $315 million of senior notes, due October 2019 and extends our nearest maturity to 2022. The reduction in debt and related extension of maturity positions us better financially for the future." OPERATING AND FINANCIAL RESULTS Oil, natural gas and natural gas liquids ("NGL") production totaled approximately 1.43 million barrels of oil equivalent ("MMBoe") in the first quarter of 2017. First quarter production was at the upper end of the guidance range of 1.35-1.45 MMBoe and represents a 12% increase in production sales volumes compared to the first quarter of 2016, excluding production associated with asset sales. Higher production sales volumes relative to the comparable 2016 period were primarily the result of production volumes associated with XRL wells that were placed on production during the first half of 2016, while the sequential decline is primarily due to natural declines, as no new wells were placed on production during the second half of 2016. First quarter production was 58% oil, 22% natural gas and 20% NGLs. First quarter sales volumes had a higher natural gas component than previous quarters as a result of no new XRL wells being placed on production during the second half of 2016. The Company anticipates that the oil component of total production will increase as additional XRL wells are placed on production during 2017. Cash operating costs (lease operating expense ("LOE"), gathering, transportation and processing costs and production tax expense) averaged $4.65 per Boe in the first quarter of 2017, a 32% reduction compared to the first quarter of 2016, when cash operating costs averaged $6.81 per Boe. LOE averaged $4.09 per Boe in the first quarter of 2017 compared to $6.46 per Boe in the first quarter of 2016. LOE in the DJ Basin averaged $3.47 per Boe in the first quarter of 2017 compared to $4.80 per Boe in the first quarter of 2016. The year-over-year reduction was a result of improved operational efficiencies, disposition of higher LOE wells in the Uinta Oil Program ("UOP") and lease operating cost reductions in both the DJ Basin and the UOP. The decrease in production tax expense compared to the fourth quarter of 2016 is related to an annual adjustment of Colorado ad valorem tax based on actual assessments and of the related Colorado severance tax credit adjustment. Debt and Liquidity At March 31, 2017, the principal debt balance was $718.5 million, while cash and cash equivalents were $265.9 million, resulting in net debt (principal balance of debt outstanding less the cash and cash equivalents balance) of $452.6 million. Cash and cash equivalents were reduced subsequent to the end of the quarter as the Company made regularly scheduled interest payments of approximately $26 million related to its Senior Notes due 2019 and 2022. The Company is undergoing its semi-annual borrowing base review and expects that its current borrowing base of $300 million will remain unchanged upon completion of the review. The Company has $274 million in available borrowing capacity, after taking into account a $26 million letter of credit. On April 28, 2017, the Company closed on an offering of $275 million in aggregate principal amount of 8.75% senior unsecured notes due 2025. Net proceeds from the offering, together with available cash on hand, will be used to reduce long-term debt through the redemption of the outstanding 7.625% Senior Notes due 2019 and and the outstanding 5% Convertible Senior Notes due 2028. Capital Expenditures Capital expenditures for the first quarter of 2017 totaled $59.2 million, which was below the Company's guidance range of $60-65 million. The Company operated one drilling rig during the quarter and spud 5 XRL and 9 mid-reach lateral ("MRL") wells. In addition, completion operations were finalized on 13 XRL wells. Capital expenditures for the first quarter consisted of $45.1 million for drilling and completions, $13.5 million for previously announced DJ Basin acreage acquisitions, and $0.6 million for infrastructure and corporate assets. OPERATIONAL HIGHLIGHTS DJ Basin The Company produced an average of 14,187 Boe/d in the first quarter of 2017, which was 22% greater than the first quarter of 2016 average of 11,670 Boe/d. The Company achieved this growth despite a reduction in drilling activity for approximately two quarters in 2016 due to low oil prices. Drilling activity was resumed in September 2016 and two DSUs were placed on initial flowback during the first quarter. The Company is currently operating one drilling rig and plans to add a second rig during the second quarter of 2017. The following provides a synopsis of the current DSU activity: * 4-62-20 - the DSU is located within the southern area of NE Wattenberg and includes 4 XRL wells, which incorporated increased proppant of up to 1,200 pounds of sand per lateral foot. The wells were placed on initial flowback in February 2017. * 5-62-27 - the DSU is located within the central area of NE Wattenberg and includes 9 XRL wells, which incorporated increased proppant of approximately 1,500 pounds of sand per lateral foot. The wells were placed on initial flowback in March 2017. * 6-62-10/6-62-11 - the DSU is located within the northern area of NE Wattenberg and includes 4 XRL wells. An additional 10 MRL wells, with a lateral length of approximately 7,300 feet, were drilled to develop the DSU based on lease configuration. The wells are scheduled to be placed on initial flowback during the second quarter of 2017. Completion operations will incorporate enhanced proppant of up to 1,500 pounds of sand per lateral foot and a reduction in frac spacing from approximately 175 feet between stages to approximately 100- 140 feet per stage. * 5-63-32 - the DSU is located within the western area of NE Wattenberg and includes 5 XRL wells. Drilling operations commenced in the second quarter and the wells are scheduled to be placed on initial flowback in the third quarter of 2017. The wells will incorporate enhanced proppant of up to 1,500 pounds of sand per lateral foot and frac spacing of approximately 100-120 feet between stages. * XRL well drilling days to rig release have averaged approximately 6.7 days per well during 2017, including a best-in-class well that was drilled in approximately 5.6 days. This represents a 26% improvement over 2016. In addition, average feet drilled per day for an XRL well has increased 37% to 3,661 feet drilled per day compared to the 2016 average of 2,668 feet drilled per day. * Drilling and completion costs for the most recent XRL wells averaged approximately $4.5 million per well, which includes the cost of incorporating higher proppant concentrations. Pursuant to the Right-of-Way Leasing Act, the Company was issued a 2,882 acre federal lease under the Riverside Reservoir in the middle of its central and southern acreage area at a de minimis minimum bid purchase amount. The Company is engaged in forming a unit containing this acreage, which will provide up to 50 XRL drilling locations. Uinta Oil Program Production sales volumes averaged 1,711 Boe/d (94% oil) during the first quarter of 2017. The Company has begun a nine well recompletion program. The Company recently took advantage of changing market dynamics to negotiate new marketing contracts and expects that oil price differentials will average approximately $2.00 per barrel beginning May 1, 2017. The contracts are for a period of two years and compare favorably to an average oil price differential of $7.75 per barrel for 2016. 2017 OPERATING GUIDANCE The Company is providing the following update to its 2017 operating guidance. * Capital expenditures of $255-$285 million, unchanged * Second quarter capital expenditures are expected to total $65- $75 million * Production of 6.0-6.5 MMBoe, unchanged * Second quarter production sales volumes are expected to approximate 1.45-1.55 MMBoe * Second quarter production is expected to be weighted approximately 60% oil * Lease operating expense of $27-$30 million, unchanged * General and administrative expenses of $30-$33 million, unchanged * Gathering, transportation and processing costs of $2-$3 million, unchanged * Unused commitment for firm natural gas transportation charges of $18-$19 million, unchanged A full-text copy of the Form 10-Q is available for free at: https://is.gd/qs1jHX About Bill Barrett Denver-based Bill Barrett Corporation is an independent energy company that develops, acquires and explores for oil and natural gas resources. All of the Company's assets and operations are located in the Rocky Mountain region of the United States. Bill Barrett reported a net loss of $170.4 million on $178.8 million of total operating revenues for the year ended Dec. 31, 2016, compared to a net loss of $487.8 million on $207.9 million of total operating revenues for the year ended Dec. 31, 2015. BIOSTAGE INC: Has 37.1M Shares Outstanding as of April 24 --------------------------------------------------------- Biostage, Inc., posted an updated version of its investor presentation on its website, which the Company may use from time to time. Investors should read the updated investor presentation in its entirety, including the cautionary statement regarding forward looking statements in the beginning of the presentation. The forward looking statements in the updated investor presentation involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Financial Snapshot NASDAQ BSTG Recent Price $0.31 as of April 24, 2017 52-Week Range $0.29-$2.86 as of April 24, 2017 Market Cap $11.5M as of April 24, 2017 Shares Outstanding 37.1M as of April 24, 2017 Cash on Hand $2.9M as of Dec. 31, 2016 Cash raised in Feb 2017 net of fees $6.8M 1/4ly Cash Burn, LTM $2-3M To view the updated investor presentation, please visit the following link: http://ir.biostage.com/events-and-presentations About Biostage Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company engaged in developing bioengineered organ implants based on its Cellframe technology. Biostage reported a net loss of $11.57 million on $82,000 of revenues for the year ended Dec. 31, 2016, compared to a net loss of $11.70 million on $118,000 of revenues for the year ended Dec. 31, 2015. The Company's balance sheet at Dec. 31, 2016, showed $4.55 million in total assets, $2.77 million in total liabilities and $1.77 million in total stockholders' equity. KPMG LLP, in Cambridge, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. BLANKENSHIP FARMS: Trustee Taps Evans as Real Estate Agent ---------------------------------------------------------- Marianna Williams, as Chapter 11 Trustee of Blankenship Farms LP, seeks authorization from the US Bankruptcy Court for the Western District of Tennessee, Eastern Division, to retain Alan Evans and Evans Real Estate to act as real estate agent for the Trustee for certain property. Among the assets owned by the Debtor is a real property consisting of a tract of land of approximately 133 acres located on TJ Evans Road, Parsons, Decatur County, Tennessee referenced as Tax Map 021 Parcel 001.00 (Johnson Farm). The Listing Agreement provides that Evans shall be paid a commission of 6% of the sales price of the Johnson Farm. Alan Evans attests that he does not represent any interest adverse to the Debtor in matters for which he is to be engaged and he is disinterested. The Firm can be reached through: Alan Evans Evans Real Estate P.O. Box 98 18 West Second St. Parsons, TN 38363 Tel: 31-847-4561 Email: alan@evansrealestate.net About Blankenship Farms, LP Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an active Tennessee limited partnership whose primary business is farming operations for row crop and cattle. It filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on April 27, 2016, estimating its assets and liabilities between $1 million and $10 million. The petition was signed by James Trent Blankenship, president of TWB Management Inc., general partner of Debtor. The case is assigned to Judge Jimmy L. Croom. Robert Campbell Hillyer, Esq., at Butler Snow LLP, serves as counsel to the Debtor. Adam Vandiver of Vandiver Enterprises, LLC, serves as farm equipment appraiser, and Brasher Accounting is the accountant. Marianna Williams was appointed as Chapter 11 trustee for Blankenship Farms, LP. The trustee hired Baker Donelson Bearman Caldwell & Berkowitz, PC as legal counsel. BUY WHOLESALE: Gets Approval of Plan to Exit Bankruptcy ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Tennessee on April 28 confirmed the plan proposed by Buy Wholesale, Inc. to exit Chapter 11 protection. Under the reorganization plan, Class 4 general unsecured claims will be paid from the proceeds of any refinance or sale of the company's real property located at 25 Lincoln Street, Nashville, Tennessee, after the property taxes owed to Metro Government, the priority claims of the Tennessee Department of Revenue and the secured claims of JKN Partnership, World Business Lenders, and JB&B Investments, LLC. Should there not be enough proceeds from the refinance or sale, Buy Wholesale will begin making equal monthly installments on the remaining balance up to $100,000 on the first day of the month following a sale. Payments will continue for 10 years at 0% interest, according to the company's second amended disclosure statement. A copy of the second amended disclosure statement is available for free at: https://is.gd/F477mm About Buy Wholesale Inc. Buy Wholesale, Inc., dba Buy Wholesale Outlet, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Tenn. Case No. 16-03573) on May 18, 2016. The petition was signed by John Adams, chief financial officer. The case is assigned to Judge Marian F. Harrison. At the time of the filing, the Debtor disclosed $1.1 million in assets and $1.15 million in debts. A committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Buy Wholesale, Inc., according to a filing with the U.S. Bankruptcy Court for the Middle District of Tennessee. CAR CHARGING: Justin Keener Reports 5.5% Stake as of April 26 ------------------------------------------------------------- As of April 26, 2017, Justin Keener is the beneficial owner of 4,662,209 shares of common stock of Car Charging representing 5.48 percent of the shares outstanding. Those shares of Common Stock are issuable upon exercise of certain warrants held by him. A full-text copy of the Schedule 13G is available for free at https://is.gd/jyVR7x About Car Charging Miami Beach, Florida-based Car Charging Group, Inc., is a leading owner, operator, and provider of electric vehicle charging equipment and networked EV charging services. The Company offers both residential and commercial EV charging equipment, enabling EV drivers to easily recharge at various location types. Car Charging reported a net loss attributable to common shareholders of $9.16 million on $3.32 million of total revenues for the year ended Dec. 31, 2016, compared with a net loss attributable to common shareholders of $9.58 million on $3.95 million of total revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Car Charging had $1.91 million in total assets, $21.89 million in total liabilities, $825,000 in series B convertible preferred stock, and $20.81 million in total stockholders' equity. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred net losses since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CARE CAPITAL: S&P Affirms 'BB+' CCR Following Announced Merger -------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' corporate credit rating on Care Capital Properties Inc. and its operating partnership, Care Capital Properties LP (collectively, Care Capital). The outlook is stable. S&P also affirmed the 'BBB-' issue-level rating on the company's senior unsecured notes. The '2' recovery rating is unchanged, indicating S&P's expectation for substantial recovery (70%-90%; rounded estimate: 85%) in the event of a payment default. "The affirmation follows the joint announcement that Sabra has agreed to merge with Care Capital. The transaction is a stock-for-stock deal in which Care Capital shareholders will receive 1.123 Sabra shares for each Care Capital share held. Pro forma for the transaction, ownership will be approximately 59% Care Capital shareholders and 41% Sabra shareholders. The companies expect shareholder approval and closing prior to the end of the third quarter," said credit analyst Michael Souers. S&P's outlook on Care Capital is stable. This reflects S&P's view that the combined company will generate stable cash flows from a triple-net leased portfolio with negligible near-term lease expirations. S&P expects debt to EBITDA in the mid-5x range on a pro forma basis, and project future investments will be funded in a leverage-neutral manner, further strengthening the company's scale and diversification. S&P would consider a positive rating action if the combined company materially increases its scale in a leverage-neutral fashion while continuing to improve tenant and geographic diversity. Moreover, S&P would like to see the company's tenant-level rent coverage, which has been under pressure over the past year, improve to similar levels of higher-rated peers. S&P could also raise the rating if the company operates with a more conservative financial policy, such that debt to EBITDA improves to and is sustained below 5x. The reimbursement risk inherent with the skilled nursing business, and the persistent headwinds facing the sector, reduces the likelihood of an upgrade over the next 12 months. S&P could lower the rating following the transaction if operating results deteriorate significantly, possibly as a result of reimbursement issues that cause a meaningful drop in tenant-level coverage and result in rent renegotiations with operators. S&P could also lower the rating if the company aggressively pursues debt-financed acquisitions that cause debt to EBITDA to rise above 6.5x for a sustained period. CDK GLOBAL: S&P Affirms 'BB+' CCR on Proposed Notes Issuance ------------------------------------------------------------ S&P Global Ratings affirmed all of its existing ratings including its 'BB+' corporate credit rating on Hoffman Estates, Ill.-based CDK Global Inc. The outlook is stable. At the same time, S&P assigned 'BB+' issue-level and '3' recovery ratings to the company's proposed $500 million senior unsecured notes due in 2027. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a default. "Following the transaction, adjusted leverage will increase to around 3x from the low-2x area, which has been factored into our 'BB+' rating and is in line with CDK's stated financial policy of operating with net leverage in the 2.5x-3x range," said S&P Global Ratings credit analyst, Kenneth Fleming. S&P expects that CDK will maintain this level over the next year as expected share buybacks will be mostly funded from free operating cash flow (FOCF) generation. Since its spinoff from ADP in 2014, CDK has faced pressure from activist investors, including Elliott Management, which owns about 10% of CDK, to improve margins and increase shareholder returns. Additionally, S&P expects the company will continue to execute its restructuring program with significant improvement in EBITDA margins over the next year while reporting modest topline growth. The stable outlook reflects CDK's market leadership position in the auto dealer IT market and improving EBITDA margins under its current restructuring program. While S&P expects that the company will maintain leverage at the high end of its stated 2.5x-3x net leverage target over the next year with aggressive share buybacks, we project that CDK's recurring revenue model and solid free cash flow generation above $400 million over the next 12 months would enable it to meet its shareholder return initiatives. S&P could lower the rating over the next 12 months if adjusted leverage exceeds 3x on a sustained basis as a result of a failure to execute on its business transformation or incremental debt incurred to support shareholder returns or acquisitions. Although unlikely over the next 12 months, S&P could raise the rating if the company executes on its restructuring program, leading to adjusted EBITDA margins in the mid-30% area with consistent revenue growth and an increased international presence, while maintaining leverage at 3x or below on a sustained basis. CENTURY COMMUNITIES: Moody's Rates New $300MM Sr. Unsec. Notes B3 ----------------------------------------------------------------- Moody's Investors Service rated the new $300 million of senior unsecured notes due 2025 of Century Communities, Inc. B3, ratings under review for upgrade. All of Century's other ratings remain unchanged. Moody's placed Century's ratings under review for upgrade on April 11, 2017, following the latter's announcement that it was acquiring UCP, Inc. (formerly rated B3; currently not rated) for about $336 million, of which about $116 million will be paid for with new Century equity. Proceeds of this note offering will be used to repay drawings under Century's revolver, with the balance to be added to working capital that will then be used to help fund the cash portion of the UCP acquisition when the transaction closes. Issuer: Century Communities, Inc. $300 million of new senior unsecured notes due 2025, assigned a B3 (LGD4) placed under review for upgrade RATINGS RATIONALE Pro forma for this note offering and for the later closing of the UCP acquisition, Century will have an adjusted total debt to book capitalization ratio of approximately 56.5%. Importantly, Century will have pro forma revenues exceeding $1 billion and tangible net worth exceeding $500 million, which are two of the size hurdles for US homebuilders to achieve in order to move from a B3 rating to a B2 rating. The review will focus on Century's plans to reduce debt leverage, integrate UCP, and compete essentially on a nationwide basis with the much larger industry players. Moody's views the integration of UCP as being Century's main test. Besides being Century largest acquisition to date, UCP extends Century's footprint into California, where everything homebuilding-related tends to be more expensive and challenging. The B3 Corporate Family Rating prior to Moody's putting Century under review for upgrade reflected the company's small size and scale as well as its limited geographical diversity, although all three of these features have shown improvement in recent years, and the acquisition of UCP, if consummated, essentially puts Century over the hump as far as these factors are concerned. However, Moody's anticipates that Century will be cash flow negative in 2017, owing to its land investments, and the company's expansion goals will likely keep free cash flow weak in later years as well. The company has an active acquisition strategy, having acquired four companies in 2013 and 2014 and announcing its combination with UCP in a transaction scheduled to close in August 2017. Moody's anticipates that this appetite for acquisitions will continue in the coming years after a reasonable "digestion" interval, because the company aggressively seeks growth and to expand its geographical footprint. At the same time, however, Century generates solid financial metrics, made it through the prior housing downturn intact, and is located in several healthy homebuilding markets in Colorado, Las Vegas and Atlanta. The proposed acquisition of UCP puts Century into additional attractive markets, including California and the Pacific Northwest. As the company has grown, it has frequently raised the size of its committed revolving credit facility. As of February 2017, soon after its $125 million add-on offering to its 6.875% senior unsecured notes due 2022, the company raised its revolver size to $400 million from $380 million. The revolver will mature on October 21, 2019. With this new note offering and repayment of the $65 million currently drawn, Century will have $400 million of availability, a sizable line of credit given its size. However, when the UCP transaction closes, Century expects to draw down another $103.3 million on the revolver to help finance it, since the company will have used the excess cash from the notes offering to help fund seasonal working capital needs.Covenants include a 1.5x debt to tangible net worth leverage test, a 1.5x interest coverage test, and a minimum tangible net worth test. Century has ample headroom under these tests. Founded in 2002 and headquartered in Greenwood Village, Colorado, Century Communities is a builder of single-family homes, townhomes, and flats in select major metropolitan markets in Colorado, Georgia, Nevada, Texas, and Utah. The company has had 14 consecutive years of profitability since its formation, and based on 2015 deliveries, as ranked by BUILDER Online, it is a top 25 US homebuilder. Revenues and net income in 2016 were approximately $979 million and $50 million, respectively. The principal methodology used in this rating was Homebuilding And Property Development Industry published in April 2015. Headquartered in San Jose, CA, UCP was established, through its predecessor, in 2004 principally as a land developer under the name Union Community Partners, LLC by its founder and current CEO, Dustin Bogue (who will remain with Century Communities). Revenues and net income in 2016 were approximately $349 million and $14 million, respectively. CENTURY COMMUNITIES: S&P Assigns 'B' Rating on $300MM Notes ----------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Denver-based homebuilder Century Communities Inc.'s proposed $300 million senior unsecured notes due 2025. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a default. S&P expects that the company will use the proceeds from these notes to fund its previously announced acquisition of homebuilder UCP Inc., which Century expects to close in the third quarter. All of S&P's other ratings on Century remain unchanged. Century builds and markets detached and attached new homes, primarily for move-up and entry-level buyers. Last month, the company announced that it plans to acquire its peer UCP Inc. In 2016, Century and UCP delivered a combined 3,645 homes and generated roughly $1.3 billion in revenue, which -- on a pro forma basis -- would make the company the 17th-largest U.S. homebuilder. Nevertheless, the company would still be smaller than most of its rated peers. With the acquisition of UCP, Century will expand its operational footprint to 17 markets in 10 states (up from 10 markets in five states previously) and gain exposure to the West Coast with new home communities in California and the Pacific Northwest. RATINGS LIST Century Communities Inc. Corporate Credit Rating B/Positive/-- New Rating Century Communities Inc. Senior Unsecured $300 mil senior notes due 2025 B Recovery Rating 3(55%) CHELLINO CRANE: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Affiliated debtors that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Chellino Crane Inc. 17-14200 915 Rowell Avenue Joliet, IL 60433 Sam J Chellino Crane Rental, Inc. 17-14204 G & B Equipment LLC 17-14209 Chellino/Industrial Park Family LP 17-14215 Chellino Industrial Management, Inc. 17-14216 About the Debtors: Headquartered in Joliet, Illinois, the Debtors are crane companies in the Midwest, specializing in providing full service capabilities to niche markets such as refineries, power and chemical plants. The Company consists of two divisions: a Crane Division focused on providing customers with a full range of crane services and a Heavy Haul/Heavy Lift Division which specializes in transport and heavy lift/rigging services. The Debtors operate cranes for refineries owned by some of the largest downstream oil and gas refineries in the world. Sam Chellino began operating the Company in 1947, and to this day the Company is family owned and operated with Greg Chellino, president, currently managing the business. Web site: http://www.chellinocrane.com/ Chapter 11 Petition Date: May 5, 2017 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Carol A. Doyle Debtors' Counsel: Jonathan P Friedland, Esq. Aaron L. Hammer, Esq., Esq. Elizabeth B. Vandesteeg, Esq. Jack O'Connor, Esq. SUGAR FELSENTHAL GRAIS & HAMMER LLP 30 North LaSalle Street, Suite 3000 Chicago, IL 60602 Tel: 312-704-9400 Fax: 312-372-7951 Email: jfriedland@sfgh.com ahammer@SFGH.com evandesteeg@SFGH.com joconnor@sfgh.com Debtors' Special Counsel' AKERMAN LLP Debtors' Financial Advisor: CONWAY MACKENZIE Debtors' Claims & Noticing Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC http://dm.epiq11.com/#/case/CCR/info Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million The petitions were signed by Gregory Chellino, president. Debtors' Consolidated List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Lampson International Trade Vendor $873,857 607 E. Columbia Dr. Kennwick, WA 99336 Contact: Chief Financial Officer Tel: 509-586-0411 Fax: 509-586-4601 MOE Welfare Fund Trade Vendor $317,093 M.O.E. Fringe Benefit Funds 6200 Joliet Rd Countryside, IL 60525 Contact: Chief Financial Officer Tel: 708-579-6620 Fax: 708-482-3056 Assurance Agency Ltd. Trade Vendor $229,665 One Century Centre 1750 East Golf Road Schaumburg, IL 60173 Contact: Chief Financial Officer Tel: 847-797-5700 Fax: 847-440-9126 MOE Pension Trust Fund Trade Vendor $163,077 Walter Payton Power Equip, LLC Trade Vendor $145,392 Sterling Lumber Company Trade Vendor $134,307 Myshak Sales & Rentals Trade Vendor $109,901 Champ Equipment Trade Vendor $100,000 American Express - GC Trade Vendor $81,273 Email: ccsgsupport@service.americ anexpress.com American Express - FC Trade Vendor $79,648 Email: ccsgsupport@service.americ anexpress.com Will Country Collector Trade Vendor $66,807 Conant Crane Rental Company Trade Vendor $40,000 Chase Card Services Trade Vendor $32,811 Howell Tractor & Equipment LLC - V Trade Vendor $32,713 Fleet Cost & Care Trade Vendor $29,692 Tadano America Corp Trade Vendor $29,376 MOE. Retirement Enhancement Fund-001 Trade Vendor $28,944 Local 150 IUOE VAC. SVGS. Plan Trade Vendor $26,826 I.U.O.E. Local 150 Trade Vendor $25,679 MUELLER & Co., LLP Trade Vendor $25,000 Feece Oil Company Trade Vendor $21,793 MOE Local 150 Apprent. Fund Trade Vendor $18,355 ILOCA Services Inc. Trade Vendor $17,250 R. Gingerich Crane Inc. Trade Vendor $17,100 Chicago White Sox Trade Vendor $16,808 Towsley's Inc. Trade Vendor $15,045 Email: info@towsleys.com Hills Crane Inspection Service, Inc. Trade Vendor $13,378 MOE Const Ind RSCH Serv TR Fnd Trade Vendor $13,130 Jackson/Lewis Trade Vendor $11,957 McGrath Office Equipment Trade Vendor $11,345 CHURCH OF THE LIVING GOD: Taps Dunlap Law as Attorney ----------------------------------------------------- Church of the Living God CWFF seeks authorization from the US Bankruptcy Court for the Western District of Tennessee, Memphis Division, to employ John E. Dunlap as attorney. Services Mr. Dunlap will render are: a. advise the Debtor with respect to its powers and duties as debtor-in-possession in the continued management and operation of the business; b. attend meeting of creditors and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; c. take all necessary action to protect and preserve the Debtor's estate, including prosecution of actions on its behalf, the defense of any actions commenced against the Debtor, negotiate concerning all litigation in which the Debtor is involved, and objections to claims filed against the estate; d. prepare on behalf of the Debtor all motions, applications, answers, orders, reports and papers necessary to the administration of the estate; e. negotiate and prepare on the Debtor's behalf a plan of reorganization, disclosure statements, and all related agreements and documents and take all necessary action on behalf of the Debtor to obtain confirmation of such a plan; f. advise the Debtor in connection with the sale of assets; g. appear before this Court, and any appellate courts, and the U.S. Trustee and protect the interest of the Debtor's estate before such Court and the U.S. Trustee; and h. perform all other necessary legal services and provide all necessary legal advice to the Debtor in connection with this Chapter 11 case. John E. Dunlap, Esq. attests that he is a disinterested person as defined by Section 101(14) of the Bankruptcy Code and does not hold any interest or represent any interest adverse to the bankruptcy estate. Before the petition date, Mr. Dunlap received a total of $3,000. Based on the contract the Debtor has agreed to compensate Mr. Dunlap at the rate of $200 an hour. The Firm can be reached through: John E. Dunlap, Esq. Law Office of John E. Dunlap PC 3294 Polar Avenue #240 Memphis, TN 38111 Phone: (901) 320-1603 Fax: (901) 320-6914 Email: jdunlap00@gmail.com Headquartered at Memphis, Tennessee, Church of the Living God CWFF filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code (Bankr. W.D. Tenn. Case No. 17-23409) on April 17, 2017. John E. Dunlap, Esq. at Law Office of John E. Dunlap PC represents the Debtor. COHEN GRAND: Involuntary Chapter 11 Case Summary ------------------------------------------------ Alleged Debtor: Cohen Grand Lodge, LLC 314 Hunter Ridge Drive Brian Head, UT 84719 Case Number: 17-23969 Type of Business: The Debtor is a single asset real estate as defined in 11 U.S.C. Section 101(51B). Involuntary Chapter 11 Petition Date: May 8, 2017 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Hon. William T. Thurman Petitioners' Counsel: Michael R. Johnson, Esq. RAY QUINNEY & NEBEKER P.C. 36 South State Street, Suite 1400 P.O. Box 45385 Salt Lake City, UT 84145-0385 Tel: (801) 532-1500 Fax: (801) 532-7543 E-mail: mjohnson@rqn.com Alleged creditors who signed the involuntary petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Texas Express Loans, Inc. Consulting $7,500 Edward Lester, President Services 753 East Walnut Street Long Beach, NY 11561 James Richard Parsons, III Unpaid Payroll $420 4328 West 1650 North Cedar City, UT 84721 SSN / ITIN: xxx-xx-8250 Cohen General Growth Hotels, L.P. Loan $1,000,000 11650 South State Street, Suite 240 Draper, UT 84020 Cherese Platt Overtime/ $300 426 East Nichols Wages Canyon Road 1407 Cedar City, UT 84721 CONSTELLATION ENTERPRISES: US Trustee, et al. Object to Ch. 11 Deal ------------------------------------------------------------------- Andrew R. Vara, the Acting U.S. Trustee for Region 3, and The Prepetition DDTL Lenders and the Prepetition DDTL Agent filed with the U.S. Bankruptcy Court for the District of Delaware a supplemental objection to the joint motion of Constellation Enterprises LLC, et al., and the Official Committee of Unsecured Creditors for an order approving the settlement by and among the Debtors, the Committee, the purchaser and the ad hoc noteholders group. Jeff Montgomery, writing for Bankruptcy Law360, reports that the U.S. Trustee and two creditor groups said that the settlement launders assets and runs afoul of a recent U.S. Supreme Court structured dismissal ruling. "This Court should, therefore, deny the Motions because the settlement would result in an end-of-case distribution to some creditors that violates the Code's priority rules -- the very result foreclosed by Jevic," the U.S. Trustee says. "The fiction of 'gifting' by high- and low-priority creditors to evade the Code's priority rules does not and cannot square with the Supreme Court's unequivocal support for 'the protections Congress granted particular classes of creditors. The Supreme Court recognized that 'gifting' undermines the rights of creditors by, among other harms, depriving them of the prospect of a settlement that respects their priority. Similarly, 'gifting' here unleashes the very harms that the Court sought to avoid, namely seeming collusion between debtors and favored creditors to squeeze out disfavored creditors and the increased difficulty of reaching global settlements. For all of these reasons, the Motions violate the Code's priority rules and present this Court with the same question that the Supreme Court just answered." According to the DDTL Parties, the Joint Settlement Motion cannot be approved. "Through the Distribution Term Sheet, the Debtors and the Committee are seeking a transparent end-around the Supreme Court's recent decision in Jevic which prohibits structured dismissals that violate the Bankruptcy Code's basic priority scheme. Specifically, the Debtors and the Committee laundered estate assets through the Purchaser and now seek authority to distribute those assets in violation of the Bankruptcy Code's basic priority scheme. And in doing so, the Debtors and the Committee have offered no Bankruptcy Code-related objective that such a scheme satisfies. Of course, given the state of these Chapter 11 cases, with substantially all of the assets sold and the Debtors teetering on the brink of administrative insolvency, no Bankruptcy Code-related objective can now be achieved by the priority violating Distribution Scheme," the DDTL Parties state. The DDTL Parties claim that even if the Distribution Scheme could satisfy Jevic, the Distribution Scheme cannot be approved under Bankruptcy Rule 9019. The DDTL Parties say that "if, as the Debtors and the Committee allege, the Distribution Scheme complies with Jevic because only non-estate assets are involved, then this Court lacks the jurisdiction necessary to preside over crucial components of the Distribution Scheme. Furthermore, the Debtors and the Committee have failed to show any claims or causes of action that are subject to settlement, a necessary predicate for approval of a settlement under Bankruptcy Rule 9019. Finally, the Debtors failed to exercise sound business judgment when approving the settlement as the Debtors were not sufficiently informed of the material terms nor did they engage in any negotiations of the terms for the benefit of the estate." Copies of the Objections are available at: http://bankrupt.com/misc/deb16-11213-945.pdf http://bankrupt.com/misc/deb16-11213-948.pdf About Constellation Enterprises Constellation Enterprises LLC, through its subsidiaries, manufactures custom engineered metal components for various end markets such as rail transportation, oil and gas, general industrial, nuclear, aerospace, and small gas engine markets. The company was incorporated in 1996 and is based in Caldwell, Texas. Constellation Enterprises LLC and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 16-11213) on May 16, 2016. William Lowry, chief financial officer, signed the petitions. Constellation Enterprises estimated assets between $1 million and $10 million and debt between $100 million and $500 million. Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L. Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' co-counsel. Imperial Capital, LLC, is the Debtors' financial advisor. Conway Mackenzie Management Services LLC is the Debtors' crisis management & restructuring services provider. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and noticing agent. DART MUSIC: Heritage Global to Manage Sale, May 31 Auction Set -------------------------------------------------------------- Heritage Global Partners ("HGP"), a global leader in asset advisory and auction services and a subsidiary of Heritage Global Inc., on May 3, 2017, disclosed that it will manage the sale, subject to U.S. Bankruptcy Court Approval (Case #3:17-BK-01300), of Dart Music, Inc., a leading music metadata services company and technology platform headquartered in Nashville, TN. Heritage Global is immediately accepting offers for Dart Music. All bids must be submitted in writing by May 22, 2017. Should Heritage receive multiple qualified bids, an auction will be held in person at 9:00 a.m. CDT on May 31 at Nelson, Mullins, Riley and Scarborough, LLP (150 Fourth Ave. North, Suite 1100, Nashville, TN). A hearing to confirm the winning bid will occur on June 6 at 9:00 a.m. CDT. As the first automated distributor of classical music, Dart Music, The Music Metadata CompanyTM, offers proprietary technology that helps the music industry create and maintain consistent metadata to deliver information quickly and with precision. Dart's platforms enable consumers to easily find their selections by solving complex metadata specifications of digital music stores, while also allowing artists and composers to extend their distribution and collect royalties for their work. Key Valuation Drivers: -- Valuable distribution agreements with leading digital music platforms, numerous labels, performing rights organizations, and publishers, etc. -- Patent-pending metadata technology also serves booksellers and can be scaled to address the needs of other industries Company comprised of leading music, technology and content experts from Apple, BMI, Shazam, Sony and Universal -- Projected 2017 Revenue of $1.3 million, representing year-over-year growth of over 3,000% Nick Dove, HGP Director of Sales stated, "The sale of Dart Music is an unprecedented opportunity for buyers to acquire superior metadata technology that is revolutionizing the music industry. Dart's technology is not limited to music and its metadata platform can be scaled to serve wide range of industries including video content, literature, healthcare, politics and more. We expect significant interest for the sale of Dart Music and encourage global buyers to submit their bids soon." About Dart Music Dart Music, Inc., sought Chapter 11 protection (Bankr. M.D. Tenn. Case No. 17-01300) on Feb. 27, 2017. The petition was signed by Chris McMurtry, chief executive officer. The Debtor estimated assets in the range of $50,000 to $100,000 and $1 million to $10 million in debt. The case is assigned to Judge Randal S. Mashburn. The Debtor tapped Shane Gibson Ramsey, Esq., at Nelson Mullins Riley & Scarborough LLP, as counsel. DENTON HARDWOODS: Wants to Use BB&T's Cash Collateral ----------------------------------------------------- Denton Hardwoods, Inc., asks permission from the U.S. Bankruptcy Court for the Middle District of North Carolina to use cash collateral of Branch Banking and Trust Company. On March 20, 2001, Denton Hardwoods executed a promissory note in the original principal amount of $192,000 in favor of Branch Banking and Trust Company. The Debtor entered into four additional notes between that date and Oct. 8, 2010, with BB&T. The final two notes entered was for $700,000 total. The Debtor estimates that approximately $678,000 is currently owed under the last two Promissory Notes. Denton Hardwoods secured by all of the Debtor's inventory and accounts pursuant to a Security Agreement dated March 20, 2001. On Oct. 8, 2010, Denton Hardwoods executed a deed of trust securing the last two Promissory Notes by the real estate of approximately 7.58 acres located at 8811 New Hope Road, Denton, NC. As of the Petition Date, Denton Hardwoods' bank accounts had an available balance of approximately $105. As of the Petition Date, Denton Hardwoods' accounts receivable was worth approximately $0. As of the Petition Date, Denton Hardwoods was holding less than $100 worth of inventory. Collectively, the Debtor's bank accounts, accounts receivable, and inventory have a collective value of approximately $205. The Debtor's bank accounts, accounts receivable, and inventory constitutes cash collateral as defined by the Bankruptcy Code. At the time of filing, the Debtor does not have in place any credit facility which would allow for it to borrow funds for the purpose of operation thereby requiring them to use the cash generated from their prepetition and postpetition operations to pay all expenses incurred in the ordinary course of business. If the cash on hand, cash generated from accounts receivable through the operation of the Debtor's business, cash generated from the use of the Debtor's inventory, and income from the Debtor's business are cash collateral, then the Debtor is restricted from using the same without either the consent of those parties claiming a secured interest on the cash collateral or court approval. The Debtor is in need of authority to use cash collateral after the filing of the petition. The cash collateral the Debtor seeks to use are funds currently held in the Debtor's bank account, and any sales of existing inventory based upon the continued operation of the business. If the authority is not granted to use cash collateral to operate the Debtor's business in the ordinary course, it will result in a detrimental impact on the continued viability of the business, would interfere with the prospects of reorganization of the Debtor, would likely impair the value of the collateral secured by BB&T and, in all likelihood, would result in the Debtor being unable to operate and therefore forced into liquidation. The forced liquidation of the assets of the Debtor would be adverse to the interest of secured creditors, unsecured creditors, and all other creditors and parties in interest in this proceeding. The use of cash collateral will be necessary to allow the Debtor to pay its operational needs which include the cost of maintaining the business, payment of wages, salaries, and other normal expenses incurred in the ordinary course of the Debtor's business and as a result of the filing of the Chapter 11 proceeding. At this time, the Debtor is unable to obtain unsecured credit to enable it to properly obtain the necessary funds for operation of the business and further anticipate it will be on a C.O.D. or cash only basis in the Chapter 11 proceeding with its suppliers. The Debtor has been unable to secure post petition secured financing from any alternative source which would allow for the viable operations of the Debtor. The Debtor says that BB&T will be adequately protected by continuing to allow it to maintain a security interest in the real and personal property which was held prepetition having the same priority and rights in the collateral as it had prepetition. The use of the pre- and post-petition cash will assist in the Debtor preserving the ability to collect postpetition profits, allowing the Debtor to continue to maintain the business. BB&T will be granted a postpetition security interest and lien (of the same validity, extent and priority as the prepetition security interest in the Pre-Petition Collateral) in and to: (i) all proceeds from the disposition of any of the Pre-Petition Collateral, including Cash Collateral, and (ii) any assets or properties acquired by the Debtor after the Petition Date and the proceeds thereof (i) and (ii) above being herein called the "Post Petition Collateral" and together with the Pre-Petition Collateral, the same are herein called the collateral. The liens and security interests granted to BB&T will be limited in an amount to the sum of the aggregate diminution subsequent to the Petition Date in the value of the interest of BB&T in the Pre-Petition Collateral (including Cash Collateral) resulting from such utilization or the consumption of Pre-Petition Collateral. The security interests and liens granted will be valid, perfected and enforceable security interests and liens on the property of the Debtor's estate without further filing or recording of any document or instrument or any other action. The validity, perfection and priority will be the same status as any security interest held prepetition. This Collateral will not include a lien on any proceeds created by avoidance actions or a lien on any avoidance actions of the Debtor as the avoidance action may exist for the benefit of the estate. This Collateral would not include a lien on any of the petition retainers to professional and any funds distributed to professionals in accordance with the budget as approved by the Court or other order of the Court. Copies of the Motion and the Budget are available at: http://bankrupt.com/misc/ncmb17-10510-4.pdf http://bankrupt.com/misc/ncmb17-10510-4-1.pdf About Denton Hardwoods Denton, North Carolina-based Denton Hardwoods, Inc., was started in February 2001 as a lumber drying, grading and hardwood resale business. Over the years that followed, it was a profitable business, and expanded its operations through facility growth and product development. Robert Conner is the sole insider of the Debtor. He is the president and a 100% shareholder of the Debtor. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.N.C. Case No. 15-11211) on Nov. 5, 2015, estimating its assets and liabilities at between $100,001 and $500,000 each. Phillip E. Bolton, Esq., at Bolton Law Group, serves as the Debtor's bankruptcy counsel. Robert Gray Conner, president, signed the petition. Judge Lena Mansori James presides over the case. DEWEY & LEBOEUF: Former CFO Convicted in Split Verdict ------------------------------------------------------ Matthew Goldstein and Liz Moyer, writing for The New York Times, reported that a jury in State Supreme Court in Lower Manhattan convicted Joel Sanders, Dewey & LeBoeuf's former chief financial officer, on three criminal counts arising from what prosecutors said was a scheme to hide the firm's failing finances from financial backers. The report noted that another former executive on trial, Stephen DiCarmine, was acquitted of the same charges. According to the report, the verdict came after five full days of deliberation following a trial that began in January. The report related that the second trial took place with much less attention than the first, which was closely followed by New York lawyers given the spectacular nature of Dewey's collapse into bankruptcy in May 2012. Two years after the firm's fall, criminal charges were filed against some of its most senior executives, the report related. The jury convicted Mr. Sanders, who could be sentenced to as many as four years in prison, on charges of securities fraud, scheme to defraud and conspiracy, the report further related. In his charge to the jury on May 1, Justice Robert M. Stolz said Mr. DiCarmine and Mr. Sanders were on trial not for the financial collapse of Dewey but on charges that they sought to conceal the severity of its financial situation, the report said. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) in 2012 to complete the wind-down of its operations. The Firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its Chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc., was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DIGICEL INT'L: Term Loan Upsize No Impact on Fitch B+ Rating ------------------------------------------------------------ Digicel Limited's (DL) announcement on May 8, 2017 that it would increase the size of new term loans by its subsidiary, Digicel International Finance Limited (DIFL), has no impact on the already assigned 'B+/RR3 (EXP)' rating for the proposed transaction, according to Fitch Ratings. DIFL plans to increase the size of its term loan B by USD320 million to USD955 million from the originally proposed USD635 million, mainly to redeem DL's USD250 million senior notes due in 2020, and for generate corporate purposes, including capex and acquisitions. Term loan A remains unchanged at USD300 million, and the USD100 million revolving credit facility will remain undrawn at the closing of the transaction. The change in DIFL's loan issuance size is considered immaterial, and will not affect the 'RR3' recovery rating for the transaction, which represents good recovery prospects in case of default, given their senior rankings against the parent's bonds and first lien security claims on the assets of operating companies. Early redemption of DL's 2020 notes, which Fitch currently rates 'B/RR4', will result in enhanced financial flexibility and slightly improves the company's debt maturity schedule, as it will not face any material bond maturities until 2021 when the USD2 billion notes become due. DIRECTBUY HOLDINGS: Ex-Franchisee Can't Evade 3 Yrs. of Tax Debt ---------------------------------------------------------------- Vidya Kauri, writing for Bankruptcy Law360, reports that Thomas Giacchi, a former franchisee for DirectBuy, failed to escape three years of federal tax liabilities in bankruptcy proceedings when the Third Circuit ruled that his late-filed tax forms cannot legitimately be classified as returns. Law360 recalls that Mr. Giacchi's tax forms were filed years after they were due and after the Internal Revenue Service had already assessed liabilities. About DirectBuy Holdings DirectBuy Holdings Inc., headquartered in Merrillville, Indiana, is a membership buying club that operates under a franchise business model. DirectBuy Holdings, Inc., United Consumers Club, Incorporated, DirectBuy, Inc., Beta Finance Company, Inc., UCC Distribution, Inc., U.C.C. Trading Corporation, National Management Corporation, and UCC of Canada, Inc., each filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 16-12435) on Nov. 1, 2016. The petitions were signed by Michael P. Bornhorst, chief executive officer. DirectBuy Holdings estimated $100 million to $500 million in assets and liabilities. Judge Christopher S. Sontchi presides over the cases. Marion M. Quirk, Esq., Nicholas J. Brannick, Esq., Michael D. Sirota, Esq., Ilana Volkov, Esq., Felice R. Yudkin, Esq., at Cole Schotz P.C., are serving as counsel to the Debtors. Carl Marks & Co. serves as the Debtors' financial advisor. Prime Clerk LLC is the claims and noticing agent. The Company's Canadian subsidiaries were slated on Nov. 2, 2016, to commence proposal proceedings under the Bankruptcy and Insolvency Act to obtain an Order from the Ontario Superior Court of Justice approving proposals to be made by the Canadian Subsidiaries to their respective creditors under Part III of the BIA. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed five creditors of DirectBuy Holdings, Inc., to serve on the official committee of unsecured creditors. Saul Ewing LLP has been tapped as counsel and Emerald Capital Advisors as financial advisors. An ad hoc committee of prepetition noteholders, which include Bayside DirectBuy, LLC, is being represented by Weil, Gotshal Manges LLP and Pepper Hamilton LLP. DIVERSITECH HOLDINGS: S&P Assigns 'B' CCR; Outlook Stable --------------------------------------------------------- S&P Global Ratings said it assigned its 'B' corporate credit rating to HVAC component manufacturer and supplier DiversiTech Holdings Inc. The outlook is stable. S&P also assigned its 'B+' issue-level rating to the company's proposed first-lien term loan and S&P's 'CCC+' issue-level rating to the company's proposed second-lien term loan. The '2' recovery rating on the first-lien term loan indicates S&P's expectation for substantial (70%-90%; rounded estimate: 70%) recovery to bondholders in the event of a default, while the '6' recovery rating on the second-lien term loan reflects expectations for a negligible (0%-10%; rounded estimate: 0%) recovery. Private equity sponsor Permira Funds will partially fund the acquisition of DiversiTech with the loan proceeds. DiversiTech is a manufacturer and supplier of aftermarket HVAC components with a broad range of products, largely acting as a supplier to HVAC wholesalers. The company distributes a mix of parts manufactured in-house (roughly half), produced by contracted manufacturing partners, or sourced from third parties. DiversiTech has operations and distribution in the U.K., Australia, and East Asia, but generates a substantial majority of its sales in the U.S. "The stable outlook on DiversiTech Holdings Inc. reflects our expectation that revenues will continue to increase on a solid trajectory from both organic and acquisitive growth," said S&P Global Ratings credit analyst Christopher Andrews. "We expect leverage, however, to remain above 5x over the next 12 months. We also are cognizant that the company may undertake bolt-on acquisitions, although we don't speculate about the size and timing of such transactions our forecast." Although S&P views it as unlikely over the next 12 months, it could consider a negative rating action if growth stalls due to merger integration issues or market factors that cause profitability to drop, leading adjusted EBITDA margins to fall below 18%. Likewise, S&P may downgrade the company if aggressive debt-financed acquisitions push leverage toward 7x and interest coverage toward 1.5x. S&P doesn't view a positive rating action within 12 months as probable because a more favorable view of the company's financial risk profile would be contingent upon both the company achieving 5x leverage, which is much stronger than S&P's forecast, and its belief that the sponsor would be committed to maintaining leverage below 5x. EAST WEST COPOLYMER: U.S. Trustee Forms 3-Member Committee ---------------------------------------------------------- Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, on May 4 appointed three creditors of East West Copolymer, LLC, to serve on the official committee of unsecured creditors. The committee members are: (1) Star Service Inc. of Baton Rouge Attn: Kirk A. Patrick, III 450 Laurel Street, Suite 1600 Baton Rouge, LA 70801 (2) Alberty & Blakeney, LLC Attn: Fred L. Blakeney, Jr. 7388 Highland Road, Suite 5 Baton Rouge, LA 70808 (3) Estes Refractory & Insulation of Louisiana Inc. Attn: Mark T. Maulden 20353 Highway 182W Jeanerette, LA 70544 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 East West Copolymer, LLC East West Copolymer, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D.LA. Case No. 17-10327) on April 7, 2017. Stewart Robbins & Brown, LLC represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Gregory Nelson, manager. EMERALD EXPOSITIONS: Moody's Hikes Corporate Family Rating to B1 ---------------------------------------------------------------- Moody's Investors Service upgraded Emerald Expositions Holding, Inc.'s corporate family rating ("CFR") to B1 from B2 and probability of default rating to B2-PD from B3-PD following the completion of the company's IPO, with a portion of the proceeds from the primary offering going towards reducing debt. Moody's has also assigned a B1 senior secured rating to the proposed credit facility consisting of a $150 million revolving credit facility and a $565 million term loan B. The outlook is stable. The upgrade of the CFR to B1 is driven by the recent IPO transaction which reduced pro-forma leverage to 3.7x from 4.7x as of Q1 2017 (including Moody's adjustments) and materially reduced interest expense. The issuance of public equity also creates the potential to fund any new acquisition with equity in addition to debt or cash from the balance sheet. Moody's expects the company will pay out a dividend of approximately $20 million over the next year. Moody's will withdraw the B2 rating on the company's existing senior secured credit facility following repayment. Moody's also assigned an SGL-2 liquidity rating to Emerald, indicating good liquidity. A summary of action follows: Issuer: Emerald Expositions Holding, Inc. Upgrades: -- Corporate Family Rating, Upgraded to B1 from B2 -- Probability of Default Rating, Upgraded to B2-PD from B3-PD Assignments: -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Senior Secured Bank Credit Facilities, Assigned B1 (LGD3) Outlook Actions: -- Outlook, Remains Stable RATINGS RATIONALE Emerald Expositions Holding, Inc.'s B1 CFR reflects its pro forma leverage of 3.7x as of Q1 2017 (including Moody's standard adjustments) and the highly cyclical nature of the tradeshow business. The company generates over 90% of revenue from tradeshows and conferences with the remaining revenue coming from lower margin print publications and digital products lines. The limited print exposure, which is in secular decline, reduces the risk of converting print revenue to digital that has been a challenge for many companies. Emerald also benefits from very high EBITDA margins, strong free cash flow, a good liquidity position, and growth in the event business following the 2008-2009 recession. Leverage has improved over the years from material debt repayment in 2014, 2015, and 2016 as well as from acquisitions and organic EBITDA growth in addition to the recently completed IPO. Emerald has made several largely modest sized acquisitions over the past few years and Moody's expects the company will continue to pursue additional acquisitions going forward. The company operates in several different end markets, although there is significant concentration to both the Gift, Home & General Merchandise and its Sports divisions. The company's top five shows account for approximately 35% of revenue in 2016. There is also sensitivity to long term disruptions in air travel which could negatively impact performance. Moody's anticipates that Emerald will have good liquidity, evidenced by the SGL-2 rating, over the next 12 months supported by strong free cash flow, a cash balance of approximately $6 million pro-forma for the transaction, and an undrawn $150 million revolver due 2022 (increased from $100 million previously). Free cash was $90 million in 2016 and the company benefits from minimal capex expense. Tax payments are expected to increase in future years as the company is expected to fully utilize NOL's of $59.9 million in 2017. The term loan is covenant lite and the revolver is subject to a total net first lien leverage ratio of 5.5x when over 35% of the facility is drawn. The company also has the ability to issue an unlimited amount of incremental loans subject to a total net first lien leverage ratio of 4x with additional flexibility if the proceeds are for a permitted acquisition. The stable outlook reflects Moody's expectation that Emerald will continue to generate good free cash flow with organic EBITDA in the low single digits. Moody's expects leverage to decline from EBITDA growth as well as from a portion of free cash flow being used for acquisitions or debt repayment. Moody's could upgrade Emerald's Ba3 CFR if the company maintains good liquidity, generates free cash flow to debt greater than 20% and reduces sustained leverage below 3x (including Moody's adjustments). A material reduction in the sponsor's ownership position would also be required or a high degree of comfort that the sponsor would not use additional debt or cash from the balance sheet for an equity friendly transaction going forward. Moody's would consider a downgrade to Emerald's B1 CFR if leverage increased above 4.5x (including Moody's adjustments), due to poor performance, economic weakness or debt funded transactions. A weakened liquidity position would also lead to negative rating pressure. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Emerald Expositions Holding, Inc. (fka Nielsen Business Media Holding Company) is one of the leading operators of business to-business event and tradeshows. The company operates tradeshows in several industry sectors (Gift, Home, & General Merchandise; Sports; Design and Construction; Technology; Jewelry and Other trade shows including Photography, Food, Healthcare, Industrials, and Military. In June 2013, investment funds managed by an affiliate of Onex Partners Manager LP ("Onex") acquired the company from the Nielsen Company for $949 million. Following the IPO, funds managed by Onex and its affiliates own approximately 75% of the company and Emerald will be considered a controlled company as defined by the New York Stock Exchange. Emerald is headquartered in San Juan Capistrano, California. Revenue in the LTM ending Q1 2017 was $332 million. EMERALD EXPOSITIONS: S&P Raises CCR to 'BB-' on Debt Repayment -------------------------------------------------------------- S&P Global Ratings said that it raised its ratings on California-based trade show operator Emerald Expositions Holding Inc., including the corporate credit rating to 'BB-' from 'B+'. The rating outlook is stable. At the same, S&P assigned its 'BB' issue-level and '2' recovery ratings on to the company's proposed senior secured credit facility, which consists of a $150 million revolver due 2022 and a $565 million term loan due 2024. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; rounded estimate: 80%) of principal in the event of a payment default. The issue-level rating is one-notch higher than the 'BB-' corporate credit rating. "The upgrade reflects Emerald's lower leverage as a result of it using approximately $160 million of the proceeds from its recent IPO to repay debt," said S&P Global Ratings' credit analyst Jawad Hussain. "Pro forma for the transaction, we expect the company's adjusted leverage to be in the high-3x area -- a decline from 4.8x at the end of 2016." The stable rating outlook reflects S&P's expectation that Emerald's pro forma leverage will be in the high-3x area after the completion of the IPO and gradually decline to the mid-3x area over the next one to two years as the company continues to grow EBITDA and modestly repay debt. S&P could raise the corporate credit rating if Emerald's adjusted leverage decreases to below 3.5x on a sustained basis as a result of continued low- to mid-single-digit percentage organic revenue growth coupled with stable EBITDA margins and solid free cash flow generation. S&P would also expect the company to continue demonstrating a financial policy that uses free cash flow generation to fund tuck-in acquisitions or to repay debt. S&P could lower the rating if the company undertakes an aggressive debt-funded shareholder return program or if it experiences significant revenue and EBITDA margin declines due to an economic slowdown such that results in adjusted leverage increasing above 4.5x on a sustained basis. ENERGY FUTURE: NextEra Seeks New Hearing on Oncor Takeover ---------------------------------------------------------- Peg Brickley, writing for The Wall Street Journal Pro Bankruptcy, reported that NextEra Energy Inc. has asked Texas energy regulators to reconsider their decision to reject its takeover of Oncor Electric Delivery Co., one of the country's largest electricity transmissions businesses. According to the report, NextEra asked the Public Utility Commission of Texas for a rehearing, contending, among other things, that it was deprived of due process by regulators that overstepped their authority. The motion for rehearing could be a first step toward other legal action, the documents say, as a motion for rehearing helps preserve NextEra's right to seek judicial review. The Troubled Company Reporter, on April 19, 2017, citing the Wall Street Journal, previously reported that the PUCT has ruled that NextEra can't acquire Oncor after it reaffirmed a preliminary decision that has roiled debt markets and upset a heavily negotiated bankruptcy deal. The Journal has said the regulator's decision likely disrupts yet again the debt-restructuring plans of Energy Future Holdings Corp., Oncor's 80% shareholder, which has spent nearly three years under chapter 11 protection. Energy Future's stake in Oncor, a cash-producing, regulated business, was supposed to be the source of cash to fund a massive bankruptcy-exit package, the report said. Because of the PUCT decision, Energy Future and its creditors may have to scrap the framework, which also underpinned an $800 million settlement between bondholder groups over disputed bond premiums, the report said. The PUCT decision doesn't automatically tank the bondholder settlement, but Energy Future had been counting on proceeds from Oncor to fund the settlement payments, the report added. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring Agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for The second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of only Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. * * * In December 2015, the Bankruptcy Court confirmed the Debtors' reorganization plan, which contemplated a tax-free spin of the company's competitive businesses, including Luminant and TXU Energy, and the $20 billion sale of its holdings in non-debtor electricity transaction unit Oncor Electric Delivery Co. to a consortium of investors. But the Plan became null and void after certain first lien creditors notified the occurrence of a "plan support termination event." The Debtors filed a new plan of reorganization on May 1, 2016, as subsequently amended. The new Chapter 11 plan features alternative options for dealing with the Company's stake in electricity transmission unit Oncor. On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. (the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016. On Sept. 21, 2016, the Debtors filed the E-Side Plan and the Disclosure Statement for the Fourth Amended Joint Plan of Reorganization of Energy Future Holdings Corp., et al., pursuant to Chapter 11 of the Bankruptcy Code as it applies to the EFH Debtors and EFIH Debtors. ESCO MARINE: Hilco Redevelopment Completes Asset Acquisition ------------------------------------------------------------ Hilco Redevelopment Partners, a unit of Hilco Global (Hilco), and MCM Marine Services, an affiliate of MCM Management Corp. (MCM), on May 2, 2017, disclosed that they completed a transaction to purchase the assets of one of the largest and busiest ship recycling and scrap processing companies in the world (formerly known as ESCO Marine). The new joint venture company will be opened under the name SteelCoast (www.steelcoastus.com) with a new management and operations team to begin running the business immediately. SteelCoast's headquarters are in Brownsville, Texas. The joint venture deal closed on May 1, 2017 following US Bankruptcy Court proceedings presided over by Judge David R. Jones. Hilco and MCM acquired the assets from the previous ship recycling and scrapping operation which were sold following a chapter 11 bankruptcy proceeding filed in late 2015. Financial details and purchase price were not disclosed. Hilco Redevelopment Partners EVP and SteelCoast Board Member, Roberto Perez said, "Putting a deal together to acquire and relaunch this unique ship recycling and scrap processing business was complex, especially given the nature of the assets and our goal of maintaining key U.S. Government client relationships. Following a lengthy diligence process, we are confident that SteelCoast has a very substantial growth path." Rob Mardigian, CEO of MCM and SteelCoast Board Member, said, "Hilco and MCM have become very proficient at identifying new opportunities for industrial facilities that many have viewed as too challenging to tackle." The Bloomfield Hills, Michigan based MCM and Northbrook, Illinois based Hilco, have collaborated on industrial real estate remediation and redevelopment projects in recent years including major automobile OEM sites, energy generating facilities, and recently, the 3100-acre redevelopment project called Tradepoint Atlantic, the former site of Bethlehem Steel in Baltimore, MD. The new company, SteelCoast (www.steelcoastus.com), will be one of the largest and most technologically advanced reclamation, remediation and recycling firms located in North America. The Brownsville, Texas facility, which has already undergone over one million dollars in renovations and improvements, will provide a complete end to end solution including recycling of huge oceangoing vessels (both military and non-military) from around the world. SteelCoast will also dismantle decommissioned, idled or underutilized oil rigs, train locomotives, railcars, as well as other industrial and commercial sources of recyclable metals. Additionally, SteelCoast will process automobiles and other light metal products in its 4500 HP shredder. These types of reclamation and recycling projects allow for the scrap processing of both ferrous and non-ferrous metals during the dismantling process. SteelCoast will then work to process and resell the scrap to be used in various other manufacturing industries. Hilco and MCM also disclosed that it has installed Mr. Kris Wood as CEO at SteelCoast and is in the process of adding an experienced operations and management team. Working with Mr. Wood over the last many months, SteelCoast has developed a detailed business plan which includes an investment in sales support to build upon its very impressive client base, which includes contracts with the U.S. Navy and marketing and reselling of the recycled materials. SteelCoast also has immediate plans to invest millions of dollars more into the infrastructure, berths, technology and equipment to ensure the facility is a leading state of the art, world class ship recycling and scrap processing facility. CEO Kris Wood has considerable experience within the ship recycling and scrap processing industry. As a lifelong South Texas resident, he worked at the former company for over 12 years, having touched almost every operational and administrative aspect of the business as he added new management responsibilities throughout his career. "I'm excited to take on this opportunity to build SteelCoast and establish its place atop the industry, in Brownsville and with our employees," Mr. Wood said. Mr. Wood has led several key team projects over the years including oversight of key U.S. Navy and MARAD initiatives. Mr. Wood said, "I understand that building a hardworking and trusted employee base is vital. I'm excited that SteelCoast will bring back hundreds of jobs to the community which knows this business well." The company indicated that it would have approximately 130 employees by the end of May 2017, with plans to hire 80 - 90 more in the coming months. Mr. Eduardo A. Campirano, Port Director & CEO of the Port of Brownsville said, "We couldn't be more pleased that Hilco and MCM will open its recycling facility and get business going again at SteelCoast." Mr. Campirano went on to say that Brownsville, Texas was the most strategically important place in the world for this type of work and that "it seems SteelCoast as the new company name is an ideal branding decision that actually reflects this region and its vital role as the ship recycling hub of America, providing a hardworking labor force and excellent proximity to steel-processing plants." SteelCoast will immediately commence the work of dismantling the decommissioned aircraft carrier USS Saratoga and former MARAD vessels SHENANDOAH & YELLOWSTONE. About SteelCoast SteelCoast -- http://www.steelcoastus.com-- is headquartered in Brownsville, Texas and sits on over 70 acres on the shores of the Gulf of Mexico. SteelCoast is a preeminent recovery, remediation and recycling facility staffed with professionals with a history of serving the vessel, marine and large metal asset industry. As a trusted provider to the U.S. NAVY and MARAD, SteelCoast delivers maximum value solutions to its customers within a safe and environmentally conscientious operation. SteelCoast, a joint venture of Hilco Redevelopment Partners and MCM Marine Services (www.mcmmanagement.com), acquired the assets of ESCO Marine, and commenced operations in May of 2017. About Hilco Redevelopment Partners HRP provides a single integrated solution to maximize the value of obsolete industrial sites by leveraging unique capabilities of Hilco Global to efficiently remediate, recycle, and redevelop complex assets and liabilities. As the industry leader in successfully completing large industrial redevelopment projects, HRP is a trusted partner and principal investor that maximizes value by tailoring its approach for each specific redevelopment project in a single integrated solution. HRP is a unit of Northbrook, Illinois based Hilco Global (www.hilcoglobal.com). Hilco Global operates more than twenty specialized business units offering services that include asset valuation and appraisal, tangible and intangible acquisition and disposition of assets, real estate and strategic capital equity investments, etc. About MCM Management Corp. MCM -- http://www.mcmmanagement.com-- performs comprehensive demolition, recycling & environmental remediation services bringing decades of experience and leading edge solutions to every project. MCM has completed customized plans and programs on over 100,000,000 square feet of industrial repurposing projects since 1993. The Michigan based firm is considered one of the foremost industrial demolition, dismantling and environmental remediation firms in North America and has built a reputation for completing projects to the highest standards. The privately-owned company is committed to meeting and surpassing government and industry requirements for safety, health, employment, environmental and business protocols. About ESCO Marine ESCO Marine, Inc., and four affiliates sought Chapter 11 Bankruptcy protection in Corpus Christi, Texas (Bankr. S.D. Tex.) on March 7, 2015. The cases are assigned to Judge Richard S. Schmidt. The Court approved the joint administration of the Debtors' Chapter 11 cases under ESCO Marine, Inc., Case No. 15-20107. ESCO Metals, LLC, ESCO Shredding, LLC, Texas Best Recycling, LLC, and Texas Best Equipment LLC are affiliates of ESCO Marine. ESCO Marine is the operating parent company. The Debtors have tapped Roderick Glen Ayers, Jr., Esq., at Langley Banack Inc., in San Antonio, as counsel. The Debtors tapped AP Services LLC to designate a chief restructuring officer, and Duff & Phelps Canada Restructuring, Inc. as financial advisors. The Debtor disclosed total assets of $85,908,515 and total liabilities of $93,808,107. Secured creditor Callidus Capital Corporation is represented by Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Culbreth & Holzer, P.C. On July 30, 2015, the U.S. Bankruptcy Court for the Southern District of Texas approved a credit bid by Callidus Capital Corp. that allowed the Canadian company to acquire substantially all of the Debtors' assets, which include machinery and equipment, real property leasehold interests and inventory. EXPRESS CANADA: To Restructure Under CCAA; A&M as Monitor --------------------------------------------------------- Express Canada Apparel Canada Inc. and Express Canada GC GP Inc. ("Express Canada") commenced proceedings under the Companies' Creditors Arrangement Act and was granted an order by the Ontario Superior Court of Justice (Commercial List) on May 4, 2017. The initial order, among other things, imposed a stay of proceedings against the creditors of Express Canada. Pursuant to the order, Alvarez & Marsal Canada Inc. was appointed monitor of the business and financial affairs of Express Canada. A copy of the initial order has been posted on the monitor's website at http://alvarezandmarsal.com/expresscanada The monitor will post additional relevant information and documentation related to these proceedings on the monitor's website as they become available. For further information, contact the monitor at: Alvarez & Marsal Canada Inc. Royal Bank Plaza, South Tower 200 Bay Street, Suite 2900 P.O. Box 22 Toronto, ON M5J 2J1 Attention: Express Canada Monitor Creditor Hotline: 1-844-692-6255 Email: monitor.expresscanada@alvarezandmarsal.com Express Canada Apparel Canada Inc. and Express Canada GC GP Inc. operate a clothing retailer company. FB MALL: Seeks to Hire Peter Iascone & Associates as Counsel ------------------------------------------------------------ FB Mall, LLC seeks authorization from the US Bankruptcy Court for the District of Rhode Island to to employ Peter M. Iascone, Gregory Sorbello and the law firm of Peter Iascone & Associates as counsel. The professional services that the attorneys are to render are: a. give the Debtor advice with respect to its powers and duties as Debtor-in-possession in the continued operation of its business, management of its property and reorganization; b. prepare on behalf of the Debtor the petition, schedules, necessary motions, applications, answers, order, reports and other legal paper; c. assist in formulating a reorganization plan for the payment of creditors and to negotiate other financial institutions and credits; and d. generally perform all other legal services required of the Debtor as debtor-in-possession which may be necessary in the furtherance of these proceedings. The Debtor has tendered $5,000.00 to counsel as a retainer and desires to employ Counsel at the rate of $300 per hr for services rendered and also reimburse Counsel for all expenses incurred. Peter M. Iascone and Gregory P. Sorbello attest that Peter Iascone & Associates is a "disinterested person" as that term is defined under 11 U.S.C. Sec. 101(14) and have no connection with the creditors or any party in interest or their respective attorneys which would preclude them from representation of the debtor as debtor-in-possession. The Firm can be reached through: Peter M. Iascone, Esq. Gregory P. Sorbello, Esq. PETER M. IASCONE & ASSOCIATES, LTD 117 Bellevue Avenue Newport, RI 02840 Tel: (401) 848-5200 E-mail: piascone@aol.com About FB Mall Headquartered at Warwick, Rhode Island, FB Mall, LLC, filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D.R.I. Case No. 17-10601) on April 14, 2017. Peter M. Iascone, Esq. at Peter Iascone & Associates represents the Debtor. FIRST HORIZON: Fitch Affirms 'B' Preferred Stock Rating ------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of First Horizon National Corporation (FHN) at 'BBB-' following the announcement that FHN will acquire Capital Bank Financial Corp. (CBF). FHN's Rating Outlook remains Positive. A complete list of rating actions follows at the end of this release. Fitch affirmed FHN's IDRs and revised its Outlook to Positive from Stable on Jan. 23, 2017. The transaction is valued at $2.2 billion financed by 80% stock and 20% cash. The deal represents a price-to-tangible book value of 2.0x for CBF, a 2.9% discount based on CBF's share price at the time of announcement. The company expects the deal to be accretive to earnings in 2019 excluding potential revenue synergies and assuming fully phased-in cost saves of $65 million annually. The transaction is expected to close in the fourth quarter of 2017 (4Q17), subject to shareholder and regulatory approvals. KEY RATING DRIVERS IDRS, VR AND SENIOR DEBT The affirmation reflects Fitch's view that the CBF transaction is in line with Fitch's expectations that FHN would pursue a sizable acquisition in neighboring markets to expand its footprint and scale. This transaction provides some added geographic diversification and incrementally strengthens FHN's franchise in Tennessee. Further, assuming the realization of forecasted costs saves, this acquisition may aid the company's earnings profile. Underlying the rating action, Fitch expects FHN to maintain capital at the higher end of its targeted ranges. Offsetting this, Fitch views moderate integration risks, and that CBF's through-the-cycle credit quality is untested. In Fitch's view, the transaction marginally enhances FHN's franchise in Tennessee and expands its presence notably into neighboring North Carolina and to a lesser extent Florida which Fitch expects will provide some degree of added geographic diversification. FHN's pro forma loan mix is similar to its current loan mix and Fitch believes CBF's well-diversified, commercially-focused loan portfolio is a good strategic fit for FHN. CBF has grown significantly through a combination of acquisitions and organic growth and as such the bank's through-the-cycle credit quality remains unproven. Fitch views integration risks as moderate due to CBF's acquisitive history although Fitch notes CBF was able to fully integrate their prior acquisitions with no delays. FHN estimates run-rate cost saves of $65 million annually which equates to roughly 30% of CBF's existing core expense base. Fitch believes these cost save estimates could prove difficult to realize due to CBF's already low efficiency ratio of 64% as of 1Q17 and limited branch overlap. However, to the extent that FHN is able to realize the forecasted cost saves from the transaction, Fitch believes FHN's earnings profile could converge with higher-rated institutions which could lead to positive rating momentum over the Outlook horizon. FHN's capital levels will come down from current levels as a result of the transaction. FHN has communicated that it intends to manage its common equity tier 1 (CET1) ratio at 8% - 9% over the longer term. Post-closing, FHN's estimated pro forma CET1 ratio is 9%, down substantially from 10.2% as of 1Q17. Fitch views the increased geographic diversification as somewhat mitigating the reduction in capital. Over time, Fitch expects FHN to manage its capital position to the higher end of its' target range. This expectation is reflected in the affirmation as well as the Outlook remaining Positive. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES FHN's preferred stock is notched five levels below its VR of 'bbb-', two times for loss severity and three times for non- performance. LONG- AND SHORT-TERM DEPOSIT RATINGS FHN's uninsured deposit ratings at the subsidiary banks are rated one notch higher than the company's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY FHN's IDR and VR are equalized with those of First Tennessee Bank, NA, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. SUPPORT RATING AND SUPPORT RATING FLOOR FHN has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, FHN is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES IDRS, VR AND SENIOR DEBT The Outlook revision to Positive from Stable on Jan. 23, 2017 reflected Fitch's view that there was more upside to FHN's ratings than downside over the following 12-24 months. Given the acquisition announcement, Fitch expects to resolve the Outlook toward the latter part of the outlook horizon to allow time for the results of the transaction to be assessed. Fitch's base case assumption is that FHN will be able to realize the estimated cost saves over the next few years. The Positive Outlook reflects Fitch's view that FHN's earnings profile will converge with higher-rated institutions. Positive rating action is possible if FHN is able to demonstrate higher and more consistent earnings in line with higher rated institutions, measured by return on average assets (ROAA) and/or pre-provision net revenue-to-average assets (PPNR to ROA). However, the Outlook could be revised to Stable from Positive if Fitch believes that FHN will not be able to realize the cost saves and that earnings will continue to lag higher-rated peers. Fitch will continue to monitor asset quality at FHN for signs of deterioration as CBF's loan portfolio has not been tested through a credit cycle. Fitch expects net charge-offs (NCOs) to remain within FHN's normalized operating target range of 20bps-60bps over time. Positive rating momentum is possible if NCOs over time remain within the target range post integration of CBF. Conversely, negative ratings pressures could arise should FHN's asset quality deteriorate more than expected such that earnings and/or capital is adversely impacted. As noted above, Fitch expects FHN will manage its capital position at the higher end of their 8% - 9% CET1 target range. Negative ratings pressure could develop should FHN's CET1 and/or TCE position fall below the estimated pro forma levels. Additionally, negative ratings pressure could develop should management pursue another bank acquisition before CBF is fully integrated into FHN's franchise. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings for FHN and its operating companies' preferred stock are sensitive to any change to its VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The long- and short-term deposit ratings are sensitive to any change to FHN's long- and short-term IDRs. HOLDING COMPANY Should FHN's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, Fitch could notch the holding company IDR and VR from the ratings of the operating companies. SUPPORT RATING AND SUPPORT RATING FLOOR Since FHN's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has affirmed the following ratings with a Positive Outlook: First Horizon National Corporation --Long-Term IDR at 'BBB-'; Outlook Positive; --Viability rating at 'bbb-'; --Short-Term IDR at 'F3'; --Senior Unsecured at 'BBB-'; --Preferred Stock at 'B'; --Support rating at '5'; --Support Floor at 'NF'. First Tennessee Bank, N.A. --Long-Term IDR at 'BBB-'; Outlook Positive; --Viability rating at 'bbb-'; --Short-Term IDR at 'F3'; --Long-term Deposits at 'BBB'; --Short-term Deposits at 'F3'; --Senior Unsecured at 'BBB-'; --Short-term Senior Unsecured at 'F3'; --Preferred Stock at 'B'; --Support rating at '5'; --Support Floor at 'NF' FIRSTLIGHT HYDRO: Fitch Affirms BB- Rating on $320MM Bonds ---------------------------------------------------------- Fitch Ratings has affirmed FirstLight Hydro Generating Company's (HGC) $320 million ($247 million outstanding) senior secured first mortgage bonds due in 2026 at 'BB-'. The Rating Outlook is Stable. KEY RATING DRIVERS Summary: The 'BB-' rating reflects a merchant revenue structure amid persistent low power prices, mitigated by the sponsor's structured revenue stream to support project cash flows. Moderate leverage, fixed-rate fully amortizing debt, and moderate capital expenditures (capex) help mitigate revenue volatility. The Stable Outlook is based on commitment from the sponsor to provide sufficient support to maintain debt service coverage ratios of at least 1.40x. Exposure to Merchant Revenue: HGC manages a portfolio of hydropower assets that sell a bundled product to an affiliate under a power purchase agreement (PPA) expiring in 2019. The PPA includes a pass-through provision for capex. Fitch, however, assesses the project's revenues as exposed to the volatility of merchant power prices because the PPA is contracted with an unrated affiliate. Variable Renewable Resource: Hydrology variability is mitigated by projections based on actual historical water flows, which include drought-like conditions, to minimize output volatility in expected energy production. Operating Performance: The project benefits from a long history of stable operations at its conventional and run-of-river hydro units. Large capex, particularly at the Northfield pumped storage facility, has been and is expected to continue to be passed through via the PPA to maintain plant reliability. Conventional Debt Structure: Debt is fixed-rate and fully amortizing through 2026, eliminating refinancing risk, and leverage is lower than similarly rated peers at about 6.0x debt/Cash flow available for debt service (CFADS). Declining Financial Profile: Fitch's rating case financial scenario assumes merchant market prices in absence of the PPA and lower electric output. DSCRs average 1.57x with a declining profile to about 1.0x in the last three years of the debt tenor. PEER GROUP Similar to FirstLight, the rating of geothermal power project CE Generation ('BB-'/Outlook Stable) reflects continued reliance on sponsor support, though the cash flow profiles are consistent with lower ratings. FirstLight and other merchant power projects Fitch rates have suffered material cash flow erosion amid generally depressed market prices in recent years. However, FirstLight benefits from fully amortizing fixed-rate debt, avoiding refinancing risk faced by comparable merchant hydropower projects. RATING SENSITIVITIES Negative Failure of the sponsor to continue supporting project cash flows as needed to achieve at least 1.40x DSCR would result in a downgrade. Positive: A rating upgrade is unlikely in the absence of an explicit guarantee or substantially contracted revenues with a creditworthy offtaker. CREDIT UPDATE Performance Update Financial performance in 2016, buoyed by parent support, resulted in a DSCR of 1.47x. The 2016 DSCR is lower than the 2015 DSCR of 1.62x due primarily to lower average energy prices in the New England region. The financial results reflect the continued commitment of the sponsor to support a financial profile commensurate with the current rating. Without such assistance, Fitch estimates the 2015 DSCR would have been about 1.25x. Average power prices in 2016 at about $29/MWh were 30% below the 2015 average power price of about $41/MWh and were among the lowest in 13 years. Lower power prices were driven by lower demand amid milder weather conditions, energy efficiency, and reduced constraints on natural gas supplies in the region. Run-of-river facilities achieved below budget generation due to lower hydrology but only account for 14% of FirstLight's total hydro capacity. Despite low market energy prices, the Northfield pumped storage unit achieved favorable margins as the unit benefits from the spread between peak and off peak energy prices and stores its water supply. Financial performance also benefited from capital expenditures that were about 50% lower than 2015 expenditures and continued strong operating performance with availability exceeding 90% for all hydro facilities. Capital expenditures at about $16.5 million in 2017 are expected to remain moderate with investments focused on relicensing activities, environmental compliance and improvements to maintain system reliability. As Northfield has gone through multiple upgrades in recent years, the next major overhaul is scheduled to occur in 2021 and almost annually through debt maturity. The project will continue to operate under low market energy prices at least in the near term, though the substantial increase of near-term forward capacity prices will moderate the decrease in energy revenues. Debt service payments are increasing though controlling capital expenditures at current levels will help keep the cost profile manageable. Fitch Cases Fitch's base case assumes a long-term average peak power price of $38/MWh and off peak of $28/MWh. Fitch includes capacity prices based on forward capacity auction results and the remaining forecast period is held flat at the last auction level of $5.29/kW/month. Costs are increased at the rate of inflation and to account for Northfield overhauls from 2021-2026. The DSCR profile is solid with an average and minimum of 2.0x and 1.49x, respectively. The rating case includes lower power prices (averaging $33/MWh peak and $24/MWh off peak) and reduced electric output. Fitch's rating case maintains the same capacity price and cost profile. DSCRs average 1.59x with a minimum of about 1.0x in the last three years. Material increases in capital expenditures above Fitch's projection would require additional sponsor support. Under a scenario where capacity prices decline to historic low levels of around $3/kW/month, Fitch projects a cash flow profile of below 1.0x in the final five years of the debt tenor, suggesting sponsor support would continue to be required to meet debt obligations and maintain the current rating. SUMMARY OF CREDIT PSP Investments purchased from GDF Suez Energy North America the HGC portfolio. HGC, located in ISO-NE region, is a portfolio of primarily hydroelectric power plants, including the 1,168 MW Northfield Mountain pumped storage facility, 12 hydroelectric plants (run-of-river and conventional) totalling 195 MW, and a 22.5 MW combustion turbine. FOCUS FINANCIAL: Moody's Assigns B1 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service assigned a B1 corporate family rating with a stable outlook to Focus Financial Partners, LLC's (Focus). The rating action follows last month's announcement that private equity firms, Stone Point Capital LLC (unrated) and KKR & Co, will acquire a majority stake in Focus which is expected to be financed with a combination of new debt issuances and equity contributions. Focus' complete list of first time ratings are: Corporate Family Rating: B1 Revolving credit facility: Ba3 First lien term loan facility: Ba3 Second lien term loan facility: B3 Probability of default rating: B1 -- PD RATINGS RATIONALE Focus' B1 CFR reflects its high financial leverage and leading position as a consolidator of wealth managers focused on the high net worth client market. The company has relied on debt to support its acquisition strategy and grow its businesses throughout its 11-year history. This latest transaction will provide the company with the capital (equity and debt) to continue to grow however levered, prospectively, to 6.4x EBITDA based on Moody's calculations. Although secular trends (demographic shifts within the US and other developed markets, increased market share of independent advisors) have and will continue to benefit Focus' growth; this level of leverage constrains the company's otherwise strong business profile. Focus derives its credit strengths from the resilient book of business at its partner firms as well as the cumulative preferred position it negotiates with target firms with respect to cash flow that provides it with significant downside protection. Profitability, as measured by pretax income margin, is constrained by the use of leverage and acquisition related amortization expenses. The company's 3-year average pretax income margin was 3% for the period ended December 31, 2016 compared to a 20% median for similarly rated asset managers. However, given Focus' business model as a consolidator of wealth management firms, Moody's also looked at EBITDA margins in assessing the company's profitability. Focus has maintained a healthy and stable EBITDA margin of approximately 20% for the last seven years. Given the terms of the company's credit facilities Moody's does not expects significant deleveraging for the next 12 to 18 months. Focus invests in registered investment advisors -- independent fiduciary, wealth management firms; and provides them with various support services (e.g. marketing, legal and compliance, technological) as well as capital for tuck-in acquisitions to encourage growth. Focus is currently made up of 47 partner firms, which earn client fees by applying a holistic approach to managing the assets of high net worth clients. These management services may include estate, financial, tax, and retirement planning, family office services, and tax return preparation. The rating agency said that the following factors could lead to an upgrade: deleveraging, sustaining debt/EBITDA (as defined by Moody's) below 4.5x and/or access to diverse funding sources, including public markets. Conversely, factors that could lead to a downgrade are: debt/EBITDA above 6.0x for a sustained period; and/or deterioration in wealth management fee rates or loss of pricing power. The principal methodology used in these ratings was Asset Managers: Traditional and Alternative published on December 2015. FORD MOTOR: Laying Off 130 Workers in Ohio Due to Softening Demand ------------------------------------------------------------------ John D. Stoll, writing for The Wall Street Journal Pro Bankruptcy, reported that Ford Motor Co. will temporarily lay off 130 workers at a factory near Cleveland, a move aimed at lessening supply of medium-duty work trucks hit by softening demand. According to the report, the layoffs, announced on May 4 and covering a shift at a plant at the Ohio Assembly Plant in Avon Lake, take effect and are expected to last until a newer version of the company's F-650 and F-750 commercial trucks launches in September. F-Series medium-trucks are sold for various business uses and are among the company's more profitable business lines, the report related. The strength of the commercial-truck sector has been considered a sign that economic activity is robust in the U.S., the report further related. The affected trucks serve a variety of needs, from dump trucks to cargo haulers to tow trucks, the report added. FOUR WELLS: Taps NAI Daus as Real Estate Broker ----------------------------------------------- Four Wells Limited and its debtor-affiliates seek authorization from the US Bankruptcy Court for the Northern District of Ohio, Eastern Division, to employ Business Property Specialists, Inc., doing business as NAI Daus, as real estate broker to assist the Debtor in selling the property located at 1340 Page Road, Aurora, in Portage County, Ohio and the 3.2 acre parcel to be split off. The Debtor anticipates that NAI Daus will render real estate brokerage services to the Debtor in connection with the Property. These services are: (a) assist in the creation and implementation of a sales strategy development to develop the maximum number of qualified prospects in the shortest possible time; (b) prepare customary marketing materials; and (c) finalize transaction to coordinate the process between the Debtor and the potential buyers. In the event a sale, exchange, lease or sublease of the Property shall close within 545 days of the effective date of the Agreement, NAI Daus shall be entitled to a sales commission as qualified: (a) Purchase agreement for the Property that has been improved shall entitle NAI Daus to a commission in the amount of 6% of the first $1,000,000.00 and 4% of the remaining gross sales price, unless the sales price is less than $50,000.00, in which case NAI Daus shall be entitled to a commission in the amount of 10% of the gross sales price; (b) Purchase agreement for the Property that is unimproved shall entitle NAI Daus to a commission in the amount of 10% of the gross sales price. In the event the vacant Property is to be improved and Broker is involved with the construction process, the Broker is entitled to an additional 1% commission; (c) Lease or sublease for the Property shall entitle NAI Daus to a commission in the amount of 6% of the first $1,000,000.00 of base rent and 4% of any additional base rent; (d) In the event of a month to month lease, Broker is entitled to a commission in the amount of 6% payable at the end of each quarter for the term of the lease; and (e) An additional commission shall be due if the tenant pays a percentage of gross sales, expands, renews or extends the term of the lease, or exercises a purchase option. Alec Pacella, managing director at NAI Daus, attests that his firm is a "disinterested person" as that phrase is defined in section 101(14) of the Bankruptcy Code and that the Broker does not represent any other person or entity having an interest adverse to the estate in connection with the chapter 11 cases. The Firm can be reached through: Alec Pacella NAI Daus 23240 Chagrin Blvd. Ste. 250 Cleveland, OH 44122 Tel: 216 831 3310 Fax: 216 831 9869 Email: apacella@naidaus.com About Four Wells Four Wells Limited, based in Aurora, Ohio, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 16-50851) on April 13, 2016. The Hon. Alan M. Koschik presides over the case. Michelle DiBartolo-Haglock, Esq., at Thomas Trattner & Malone, LLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The petition was signed by Louis Telerico, managing member. No official committee of unsecured creditors has been appointed in the case. FREDDIE MAC: Reports Net Income $2.2 Billion for First Quarter -------------------------------------------------------------- Federal Home Loan Mortgage Corporation, also known as Freddie Mac, filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $2.21 billion on $16.98 billion of total interest income for the three months ended March 31, 2017, compared to a net loss of $354 million on $16.84 billion of total interest income for the three months ended March 31, 2016. As of March 31, 2017, Freddie Mac had $2.03 trillion in total assets, $2.02 trillion in total liabilities and $2.83 billion in total equity. "Our strong first quarter results, as the impact of moves in interest rates and market spreads was near zero, show how Freddie Mac is better serving its mission to responsibly provide liquidity, stability and affordability to the nation's mortgage markets, and doing so in a taxpayer efficient manner," said Donald H. Layton, chief executive officer. "Our total book of guarantee business grew more than six percent in the last year to $1.9 trillion. We did this by improving the technology, products and level of service provided to our lender customers. This enables them, in turn, to responsibly and sustainably provide more competitive pricing and terms to a growing range of homeowners and renters. At the same time, we continue to innovate in transferring mortgage credit risk to private capital markets. "Together, our efforts are building a better housing finance system for America's homebuyers, renters, lenders and taxpayers. We're proud to be a leader in this change." First Quarter 2017 Business Highlights Business Fundamentals Remain Strong Portfolio balances * Total guarantee portfolio increased $30 billion in the first quarter to $1,943 billion at March 31, 2017, and has increased 6 percent from a year ago. -- Single-family guarantee portfolio increased $24 billion to $1,779 billion at March 31, 2017; increasing 4 percent from a year ago. -- Multifamily guarantee portfolio increased $6 billion to $164 billion at March 31, 2017; increasing 28 percent from a year ago. * Total mortgage-related investments portfolio declined $7 billion in the first quarter to $291 billion at March 31, 2017, and has decreased 14 percent from a year ago. -- The company continues to reduce this portfolio as required by FHFA and the U.S. Treasury. In addition, the less liquid asset portion of the portfolio declined to $117 billion at March 31, 2017, from $124 billion at Dec. 31, 2016. Single-family Guarantee business * Core (post-2008) book, which excludes HARP and other relief refinance loans, was 74 percent of the credit guarantee portfolio; an increase of 1 percentage point from the fourth quarter of 2016 and 6 percentage points from a year ago. * Purchase volume of $86 billion declined 26 percent from fourth quarter 2016 as the overall market for loan originations declined in the rising interest rate environment. * Serious delinquency rate of 0.92 percent declined 8 basis points from year end 2016 due to a decline in the seriously delinquent inventory; below 1.00 percent for the first time since mid-2008. Multifamily business * Purchase volume of $13 billion, a seasonal decline of $5 billion from the fourth quarter of 2016. Outstanding loan commitments increased $2 billion to $14 billion, reflecting strong market demand in the first quarter. * Delinquency rate continues near zero at 0.03 percent, unchanged from the fourth quarter of 2016 and has remained below 0.05 percent since early 2014. Reducing Taxpayer Exposure Through Credit Risk Transfer Programs * Single-family Guarantee business transferred a significant portion of the credit risk on approximately $65 billion of loans in the first quarter of 2017; the company has now transferred a portion of credit risk on nearly 30 percent of the total outstanding single-family credit guarantee portfolio, up from 22 percent at the end of the first quarter of 2016. * Multifamily business transferred a large majority of the credit risk on $10 billion of loans in the first quarter of 2017 and more than $190 billion of loans since the program's inception in 2009. Delivering on Our Mission * Provided approximately $98 billion in liquidity to the mortgage market -- funding nearly 368,000 single-family homes and approximately 159,000 multifamily rental units. Financial Results Discussion Freddie Mac's first quarter 2017 net income of $2.2 billion and comprehensive income of $2.2 billion decreased $2.6 billion and $1.6 billion, respectively, from the fourth quarter of 2016. The decline in the company's first quarter 2017 results was primarily driven by a reduction in market-related gains as interest rates and spreads did not change significantly in the first quarter of 2017. * Net Interest Rate Effect: Estimated fair value gain was near zero for the first quarter of 2017 driven by slight increases in interest rates, compared to $2.0 billion (after-tax) estimated fair value gain for the fourth quarter of 2016 as longer-term interest rates increased significantly. * Spread Change Effect: $0.1 billion (after-tax) estimated gain for the first quarter of 2017, compared to a $0.3 billion (after-tax) estimated gain for the fourth quarter of 2016, as market spreads tightened less in the first quarter of 2017. A full-text copy of the Form 10-Q is available for free at: https://is.gd/9lj5DW A full-text copy of the press release is available for free at: https://is.gd/ui2xKR About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae -- http://www.FannieMae.com/-- is a government-sponsored enterprise (GSE) that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. During the time of the subprime mortgage crisis, on Sept. 6, 2008, Fannie Mae and Freddie Mac were placed into conservatorship by the U.S. Treasury. The Treasury committed to invest up to $200 billion in preferred stock and extend credit through 2009 to keep the GSEs solvent and operating. Both GSEs are still operating under the conservatorship of the Federal Housing Finance Agency (FHFA). In exchange for future support and capital investments of up to $100 billion in each GSE, each GSE agreed to issue to the Treasury (i) $1 billion of senior preferred stock, with a 10% coupon, without cost to the Treasury and (ii) common stock warrants representing an ownership stake of 79.9%, at an exercise price of one-thousandth of a U.S. cent ($0.00001) per share, and with a warrant duration of 20 years. FRESH ICE CREAM: Auction of All Assets on June 7 ------------------------------------------------ Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York approved The Fresh Ice Cream Company, LLC's bidding procedures and its Asset Purchase Agreement with DGI Ventures, Inc., in connection with the sale of substantially all assets for $1,000,000, subject to adjustment, subject to overbid. A hearing on the Motion was held on May 5, 2017. The Debtor is authorized to conduct an auction for the sale of the Assets in accordance with the Bidding Procedures. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/The_Fresh_Ice_49_Sales.pdf Unless otherwise extended by the Debtor's counsel, the deadline for submitting bids to become qualified bids is June 5, 2017 at 12:00 p.m., at the offices of the Debtor's counsel: DelBello Donnellan Weingarten Wise & Wiederkehr, LLP One North Lexington Avenue 11th Floor, White Plains, New York Attn: Jonathan S. Pasternak, Esq. If any qualified bids are received in accordance with the Bidding Procedures, the Debtor will conduct an auction commencing on June 7, 2017 at 10:00 a.m., at the offices of the Debtor's counsel or such other location as will be timely communicated to all entities entitled to attend the Auction. The Break-Up Fee in the amount of $30,000 and the Expense Reimbursement in the amount of up to $30,000 to the Purchaser are approved, effective immediately, and will be payable as set forth in the APA. The Sale Approval Hearing will be held on June 13, 2017 at 3:00 p.m., or as soon thereafter as counsel may be heard to confirm the results of the Auction, authorize the sale of the Assets and authorize the assumption or rejection of the Debtor's executory contracts, based upon the results of the Auction, and grant such other related relief as may be deemed necessary or proper by the Court. Objections to the relief to be considered at the Sale Approval Hearing will be filed by June 9, 2017 at 4:00 p.m. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062, 9014 or otherwise, the terms and conditions of the Order will be immediately effective and enforceable upon its entry. About The Fresh Ice Cream The Fresh Ice Cream Company LLC owns and operates a frozen dairy and non-dairy product distribution company under the well-known ice cream brand name Steve's Ice Cream. Fresh Ice Cream distributes high quality frozen dairy and non-dairy products to over 12 national retailers including Whole Foods throughout the Northeast and West Coast. Fresh Ice Cream sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40716) on Feb. 17, 2017. David Stein, managing member, signed the petition. At the time of the filing, the Debtor disclosed $1.32 million in assets and $6.31 million in liabilities. The case is assigned to Judge Elizabeth S. Stong. Jonathan S. Pasternak, Esq., at Erica R. Aisner, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, serve as the Debtor's bankruptcy counsel. The U.S. trustee for Region 2 on March 8, 2017, appointed five creditors to serve on an official committee of unsecured creditors. The Committee retained Westerman Ball Ederer Miller Zucker & Sharfstein, LLP, as counsel. FULLBEAUTY BRANDS: S&P Lowers CCR to CCC+ on Capital Structure -------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on FULLBEAUTY Brands Holdings Corp. (FBB) to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered the issue-level ratings on the $820 million first-lien term loan to 'CCC+' from 'B-' and on the $345 million second-lien term loan to 'CCC-' from 'CCC'. S&P's '3' recovery rating on the first-lien term loan reflects its expectation for meaningful recovery in the event of default (50% to 70%; rounded estimate: 55%). S&P's '6' recovery rating on the second-lien term loan reflects its expectation for negligible recovery in the event of default (0% to 10%; rounded estimate: 0%). "The downgrade reflects our expectation for continued weak operating performance across FBB's core operating segments and its very high leverage, including debt to EBITDA of more than 9x. During 2016, FBB expanded its product offering to include a higher proportion of new, fashion oriented, and higher-priced products. Customer sensitivity to price increases contributed to a sales decline," said credit analyst Fernanda Hernandez. "This negative trend has persisted, and in the first quarter of 2017, sales declined by 7.8% compared with the same period for 2016, following a decline of 2.5% for the full-year 2016. S&P expects mid-single digit sales declines in 2017 and declining operating margins as FBB increases discounts to clear inventory. Margins have been under pressure and during the first quarter of 2017 EBITDA margins declined to 10.9% from 15.2% year-over-year. Much of the decline was a result of mark downs of fashion items and liquidation of overstocked items and we anticipate year-over-year pressure on margins to persist as the company works through its merchandise assortment and a challenging retail environment." The negative outlook reflects S&P's unfavorable long-term view of the specialty apparel industry and our belief that FBB's operating performance will remain under pressure in the coming year, with mid-single-digit comparable sales declines and margin deterioration leading to weaker credit metrics. The negative outlook incorporates S&P's expectation that adjusted debt to EBITDA will remain above 9.0x for the next year. S&P could lower the rating if liquidity weakens because of consistently negative free operating cash flow if the company's operating performance fails to recover. This could be triggered by an unsuccessful reshuffling of the product line strategy or the need for significant mark downs to continue to clean up inventory that compress EBITDA margins consistently below 10%. S&P could also lower the ratings if it envisions a specific default scenario occurring over the next 12 months. This could arise if operating performance deteriorates and results in the mounting possibility of risk of proactive effort to restructure the significant balance sheet debt obligations with a distressed exchange, or if cash use accelerates. Although unlikely, S&P could revise the outlook back to stable if the company achieves revenue and EBITDA growth in the coming twelve months, while using excess cash flow to reduce debt. EBITDA margins above 15% and debt to EBITDA bellow 8.0x consistently, respectively could lead S&P to revise the outlook back to stable. FUSIONPHARM INC: Intends to Liquidate & Dissolve Business --------------------------------------------------------- FusionPharm, Inc., is liquidating in expectation of dissolving the Company. Pending legal proceedings have made it impossible for the Company to continue operations. Scott Dittman, the Company's remaining sole officer and director, has stepped down from these positions after authorizing the Company's legal counsel to handle the liquidation. FusionPharm, Inc. (OTC PINK: FSPM) is a company engaged in the development, sale and distribution of the patent pending PharmPods advanced hydroponic cultivation system G BOONES: Taps Sherman Law as Bankruptcy Counsel ------------------------------------------------ G Boones at the Boonsboro Event Center, LLC, seeks authorization from the US Bankruptcy Court for the District of Maryland, Greenbelt Division, to employ the Law Offices of Jeffrey M. Sherman as counsel. The professional services to be rendered by Sherman are: a. preparing and filing of all other necessary and advisable motions, briefs, plans, disclosure statements, applications, memoranda, pleadings, notices, orders, objections to claims, stipulations, contested matters, adversary proceedings or other matters on behalf of the Debtor; b. negotiating with parties in interest with respect to the resolution of disputes, claims by or against the estate, or other matters affecting the administration of the estate; and c. providing any other legal services reasonably necessary and advisable attendant to the case. The Firm's applicable hourly rates are: Jeffrey M. Sherman- Attorney $500/hour Erin Moyer- Paralegal $130/hour Jeffrey M. Sherman attests that his firm is disinterested within the meaning of 11 U.S.C. Sec. 101(13). The Firm can be reached through: Jeffrey M. Sherman LAW OFFICES OF JEFFREY M SHERMAN 1600 N. Oak Street Suite 1826 Arlington VA 22209 Tel: (703)358-9568 E-mail: jeffreymsherman@gmail.com About G Boones at the Boonsboro Event Center, LLC Headquartered at Boonsboro, Maryland, G Boones at the Boonsboro Event Center, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-13356) on March 10, 2017. The Debtor is represented by Jeffrey M. Sherman, Esq. at the Law Offices of Jeffrey M Sherman. G BOONES: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of G Boones at the Boonsboro Event Center, LLC, as of May 4, according to a court docket. Headquartered in Boonsboro, Maryland, G Boones at the Boonsboro Event Center, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 17-13356) on March 10, 2017, estimating its assets at up to $50,000 and its liabilities at between $100,001 and $500,000. Jeffrey M. Sherman, Esq., at the Law Offices Of Jeffrey M Sherman serves as the Debtor's bankruptcy counsel. GANDER MOUNTAIN: Enters Into Asset Purchase Agreement with CWI -------------------------------------------------------------- On May 1, 2017, Camping World Holdings, Inc., the nation's largest network of RV-centric retail locations and only provider of a comprehensive portfolio of services, protection plans, products and resources for the outdoor enthusiast, announced the planned acquisition of certain assets of Gander Mountain Company ("Gander Mountain") and its Overton's, Inc. ("Overton's") boating business, following Camping World's successful bid for certain assets of Gander Mountain and Overton's in a bankruptcy auction on April 27, 2017 and April 28, 2017. On May 4, 2017, the transaction was approved by the United States Bankruptcy Court for the District of Minnesota (the "Bankruptcy Court"). On May 5, 2017, CWI, Inc., an indirect wholly-owned subsidiary of Camping World, entered into an asset purchase agreement (the "Agreement") with Gander Mountain. As part of the Agreement, Camping World obtained the right to designate any real estate leases for assignment to Camping World or other third parties and initially plans to operate stores that it believes have a clear path to profitability. Marcus Lemonis, Chairman and CEO of Camping World, stated "after reviewing the stores in more detail since our successel bid in the bankruptcy process, our current goal is operate seventy or more, locations subject to, among other things, our ability to negotiate lease terms with landlords on terms acceptable to us and approval of the Bankruptcy Court. The current liquidation of the existing Gander Mountain inventory will allow us to start with a clean slate of what we consider the appropriate mix and level of inventory, including the addition of Camping World and Overton's offerings where appropriate." About Camping World Holdings Camping World Holdings Inc. -- http://www.CampingWorld.com/-- is the only provider of a comprehensive portfolio of services, protection plans, products and resources for recreational vehicle ("RV") enthusiasts. Through its two iconic brands, Camping World and Good Sam, the company offers new and used RVs for sale, vehicle service and maintenance along with more than 10,000 products and services through its retail locations and membership clubs. Good Sam branded offerings provide the industry's broadest and deepest range of services, protection plans, products and resources while the Camping World brand operates the largest national network of RV-centric retail locations in the United States through over 125 retail locations in 36 states and an e-commerce platform. With both brands founded in 1966, product and service offerings are based on 50 years of experience and customer feedback from RV enthusiasts. About Gander Mountain Gander Mountain Company operates outdoor specialty stores dedicated for shooting sports, hunting, fishing, camping, marine, apparel, footwear, and outdoor lifestyle products. Its subsidiary Overton's, Inc. is a catalog and internet retailer of products for the recreational boater and other water sports enthusiasts at http://www.Overtons.com/ Gander Mountain and Overton's Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and 17-30675) on March 10, 2017. The petitions were signed by Timothy Becker, Executive VP of Lighthouse Management Group, Inc., as CRO. The cases are assigned to Judge Michael E. Ridgway. At the time of the filing, the Debtor estimated its assets and debt at $500 million to $1 billion. The Debtors' advisors in the restructuring are Fredrikson & Byron, PA, which serves as legal counsel; Lighthouse Management Group, chief restructuring officer; Hilco Real Estate LLC, real estate advisor; and Faegre Baker Daniels LLP, special corporate counsel. Donlin, Recano & Company Inc. is the Debtors' claims, noticing and balloting agent. Houlihan Lokey Capital Inc. serves as the Debtors' Investment Banker. On March 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee members are: (1) Ellett Brothers; (2) Carhartt, Inc.; (3) Smith & Wesson Corp; (4) Pure Fishing, Inc.; (5) Benelli USA; (6) Vista Outdoor Sales, LLC; (7) National Retail Properties, Inc.; (8) Liberty Safe and Security Products, Inc.; and (9) DDR Corp. The Committee hired Jeffrey Cohen, Esq. at Lowenstein Sandler LLP as its counsel and Connie Lahn, Esq., Christopher Knapp, Esq. and Roger Maldonado, Esq. at Barnes & Thornburg LLP as co-counsel. GANDER MOUNTAIN: Going-Out-Of-Business Sales Under Way at Stores ---------------------------------------------------------------- Inventory liquidation sales are now under way at all Gander Mountain store locations -- offering shoppers deep discounts on top brand-name outdoor gear. The nationwide sale is being conducted by a joint venture consortium consisting of Tiger Capital Group, Great American Group, Gordon Brothers and Hilco Merchant Resources. Gander Mountain filed for Chapter 11 bankruptcy protection on March 10, 2017. The consortium prevailed in its April 28th bid to become the liquidating agent for the Gander Mountain inventory. The joint venture consortium will immediately commence the sale of Gander Mountain inventory at all Gander Mountain retail locations. "Since 1960, Gander Mountain has offered the most sought-after, high-performance outdoor gear at extremely compelling prices," stated a representative of the joint venture. "This final liquidation sale presents outdoor enthusiasts with a once-in-a-lifetime opportunity to take deep discounts on this terrific gear. Many of these brands are rarely, if ever, discounted, so shoppers will want to come in early to take advantage of these sales." Gander Mountain, known as "America's Firearm Supercenter," offers extensive lines of shooting sports, hunting, fishing, camping, marine, apparel, footwear and outdoor lifestyle merchandise. Brands offered include Under Armour, Yeti, The North Face, Coleman, GoPro, Shimano, Columbia, Guide Series, GSX, Carhartt, Merrell, Keen, Rocky, New Balance, and Reebok. Stores will continue to honor Gander Mountain gift cards until May 17, 2017. The liquidation sales will end when all merchandise has been sold. Stores participating in the liquidation event are located in Alabama, Arkansas, Colorado, Florida, Iowa, Illinois, Indiana, Kansas, Kentucky, Maryland, Michigan, Minnesota, Mississippi, North Carolina, North Dakota, New York, Ohio, Pennsylvania, Tennessee, Texas, Virginia, Wisconsin, and West Virginia. A full listing of closing locations can be found at http://www.gandermountain.com/store-locator/ About Tiger Capital Group Tiger Capital Group -- http://www.tigergroup.com-- provides asset valuation, advisory and disposition services to a broad range of retail, wholesale, and industrial clients. With over 40 years of experience and significant financial backing, Tiger offers a uniquely nimble combination of expertise, innovation and financial resources to drive results. Tiger's seasoned professionals help clients identify the underlying value of assets, monitor asset risk factors and, when needed, provide capital or convert assets to capital quickly and decisively. Tiger maintains domestic offices in New York, Los Angeles, Boston, Chicago, and San Francisco, and international offices in Sydney, Perth, Melbourne and Brisbane, Australia. About Great American Group Great American Group, LLC -- http://www.greatamerican.com-- is a provider of advisory and valuation services, asset disposition and auction solutions. Great American Group efficiently deploys resources with sector expertise to assist companies, lenders, capital providers, private equity investors and professional service firms in maximizing the value of their assets. About Gordon Brothers Since 1903, Gordon Brothers -- http://www.gordonbrothers.com/-- has helped lenders, operating executives, advisors, and investors move forward through change. The firm brings a powerful combination of expertise and capital to clients, developing customized solutions on an integrated or standalone basis across four service areas: valuations, dispositions, operations, and investments. Whether to fuel growth or facilitate strategic consolidation, Gordon Brothers partners with companies in the retail, commercial, and industrial sectors to put assets to their highest and best use. Gordon Brothers conducts more than $70 billion worth of dispositions and appraisals annually. Gordon Brothers is headquartered in Boston, with 25 offices across four continents. About Hilco Merchant Resources Hilco Merchant Resources -- http://www.hilcomerchantresources.com/ -- provides a wide range of analytical, advisory, asset monetization, and capital investment services to help define and execute a retailer's strategic initiatives. Hilco Merchant Resources' activities fall into several principal categories including acquisitions; disposition of underperforming stores; retail company or division wind downs; event sales to convert unwanted assets into working capital; facilitation of mergers and acquisitions; interim company, division or store management teams; loss prevention; and, the monetization of furniture, fixtures and equipment. About Gander Mountain Gander Mountain Company operates outdoor specialty stores dedicated for shooting sports, hunting, fishing, camping, marine, apparel, footwear, and outdoor lifestyle products. Its subsidiary Overton's, Inc. is a catalog and internet retailer of products for the recreational boater and other water sports enthusiasts at http://www.Overtons.com/ Gander Mountain and Overton's Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and 17-30675) on March 10, 2017. The petitions were signed by Timothy Becker, Executive VP of Lighthouse Management Group, Inc., as CRO. The cases are assigned to Judge Michael E. Ridgway. At the time of the filing, the Debtor estimated its assets and debts at $500 million to $1 billion. The Debtors' advisors in the restructuring are Fredrikson & Byron, PA, which serves as legal counsel; Lighthouse Management Group, chief restructuring officer; Hilco Real Estate LLC, real estate advisor; and Faegre Baker Daniels LLP, special corporate counsel. Donlin, Recano & Company Inc. is the Debtors' claims, noticing and balloting agent. Houlihan Lokey Capital Inc. serves as the Debtors' Investment Banker. On March 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee members are: (1) Ellett Brothers; (2) Carhartt, Inc.; (3) Smith & Wesson Corp; (4) Pure Fishing, Inc.; (5) Benelli USA; (6) Vista Outdoor Sales, LLC; (7) National Retail Properties, Inc.; (8) Liberty Safe and Security Products, Inc.; and (9) DDR Corp. The Committee hired Jeffrey Cohen, Esq. at Lowenstein Sandler LLP as its counsel and Connie Lahn, Esq., Christopher Knapp, Esq. and Roger Maldonado, Esq. at Barnes & Thornburg LLP as co-counsel. GENERAL MOTORS: 2nd Cir. Junks Doris Phillips' Bid to Sue for Fraud ------------------------------------------------------------------- Ryan Boysen, writing for Bankruptcy Law360, reports that the Second Circuit ruled that widow Doris Powledge Phillips can't sue General Motors Co. for fraud after the Debtor allegedly hid documents to reach a more favorable settlement in a suit over the crash that killed her husband and four children. Citing the Second Circuit, Law360 relates that Mrs. Phillips signed away her claims to a third party in that settlement. Law360 recalls that in 2010, Mrs. Phillips reached the $2.7 million settlement ending yearslong lawsuit alleging manufacturing defects in her husband's 2004 Chevy Malibu were responsible for the crash. 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. GENERAL WIRELESS: Proposes Procedures for De Minimis Assets Sales ----------------------------------------------------------------- General Wireless Operations, Inc., and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the procedures in connection with the sale, transfer, or abandonment of surplus, obsolete, non-core, or burdensome assets ("De Minimis Assets"). A hearing on the Motion is set for May 25, 2017 at 10:30 a.m. (ET). The objection deadline is May 18, 2017 at 4:00 p.m. (ET). The Debtors have closed or are in the process of closing approximately 90% of their retail locations. Many of their remaining assets located outside of their retail stores will not be necessary for their continued operations or for administration of their estates. The De Minimis Assets include, without limitation, various computer and information technology equipment (including computers, printers, network equipment, and point of sale equipment), artwork, memorabilia, supplies, furniture, fixtures and equipment (most of which are located either at the Debtors’ headquarters or at the Debtors' distribution center), and certain warehoused inventory. Given the De Minimis Assets' limited value in relation to their store inventory and current operations, the Debtors submit that selling the De Minimis Assets through efficient procedures will reduce costs and other administrative expenses that would otherwise be incurred seeking authority to sell such assets through separate motions. Therefore, the Debtors propose the procedures set forth to streamline the sale, transfer and disposition process and ensure that parties in interest receive adequate notice of such sales. The proposed procedures will allow the Debtors to sell or dispose of the De Minimis Assets in an efficient and cost-effective manner and are consistent with the customary procedures approved by this and other courts. The Debtors propose that each De Minimis Asset sale be for the highest and best offer received, taking into consideration the exigencies and circumstances in each such sale, under these De Minimis Asset Sale Procedures: a. with regard to sales or transfers of De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with a gross selling price equal to or less than $25,000: i. the Debtors are authorized to consummate such transaction(s) if the Debtors determine in the reasonable exercise of their business judgment, that such sales or transfers are in the best interests of their estates, without further order of the Court or notice to any party; and ii. any such transaction(s) will be free and clear of all Liens, with such Liens attaching only to the sale or transfer proceeds with the same validity, extent, and priority as had attached to the De Minimis Assets immediately prior to such sale or transfer. b. with regard to sales or transfers of De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with a gross selling price greater than $25,000 but equal to or less than $50,000: i. the Debtors are authorized to consummate such transaction(s) if the Debtors determine in the reasonable exercise of their business judgment that such sales or transfers are in the best interests of their estates; ii. any such transaction(s) will be free and clear of all Liens, with such Liens attaching only to the sale or transfer proceeds with the same validity, extent, and priority as had attached to the De Minimis Assets immediately prior to such sale or transfer; iii. the Debtors will give the Sale Notice to the Notice Parties at least three days prior to the closing of such sale or transfer; iv. the content of the Sale Notice will consist of (a) identification of the De Minimis Assets being sold or transferred, (b) identification of the purchaser of the assets, (c) the purchase price, and (d) the significant terms of the sale or transfer agreement; v. if no written objections from any of the Notice Parties are filed within three days after service of the Sale Notice, then the Debtors are authorized to immediately consummate such sale or transfer; and vi. if any Notice Party files a written objection to any such sale or transfer with the Court within three days after service of the Sale Notice, then the relevant De Minimis Asset will only be sold or transferred upon either the consensual resolution of the objection by the parties in question or further order of the Court after notice and a hearing. c. with regard to the sales or transfers of the De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with an aggregate selling price greater than $50,000 and up to or equal to $250,000: i. the Debtors are authorized to consummate such transaction(s) without further order of the Court if the Debtors determine in the reasonable exercise of their business judgment that such sales or transfers are in the best interests of their estates, subject to the procedures set forth; ii. any such transaction(s) will be free and clear of all Liens, with such Liens attaching only to the sale or transfer proceeds with the same validity, extent, and priority as had attached to the De Minimis Assets immediately prior to such sale or transfer; iii. the Debtors will give the Sale Notice to the Notice Parties by email or facsimile at least seven days prior to the closing of such sale or transfer; iv. the content of the Sale Notice will consist of (a) identification of the De Minimis Assets being sold or transferred, (b) identification of the purchaser of the assets, (c) the purchase price, and (d) the significant terms of the sale or transfer agreement; v. if no written objections are filed within seven days after the service of the Sale Notice, then the Debtors are authorized to immediately consummate such sale or transfer; and vi. if any party files a written objection to any such sale or transfer with the Court within seven days after service of the Sale Notice, then the relevant De Minimis Asset will only be sold or transferred upon either the consensual resolution of the objection by the parties in question or further order of the Court after notice and a hearing. To the extent the Debtors ask to conduct a sale of De Minimis Assets to a single buyer or group of related buyers with an aggregate selling price greater than $250,000, the Debtors will file a separate motion seeking approval from the Court with respect to such sale or transfer. If the Debtors seek to conduct a sale of De Minimis Assets to an "insider," the Sale Notice will disclose the identity of the insider and the insider's relationship to the Debtors. The Debtors are mindful of their duty to maximize the value of their estates and will use commercially reasonable efforts to market all De Minimis Assets proposed to be sold in an effort to obtain the highest consideration for all of their assets. To the extent any De Minimis Assets cannot be sold at a price greater than the cost of liquidating such assets, the Debtors ask authority to abandon such De Minimis Assets in accordance with these De Minimis Asset Abandonment Procedures: a. With regard to any single De Minimis Asset with an estimated value of less than $5,000, the Debtors are authorized to abandon such asset in the reasonable exercise of their business judgment without further order of the Court or notice to any party. b. With regard to any De Minimis Asset with an estimated value of at least $5,000: i. The Debtors will give Abandonment Notic to the Notice Parties; ii. The Abandonment Notice will contain a description in reasonable detail of the De Minimis Assets to be abandoned and the Debtors' reasons for such abandonment; iii. If no written objections from any of the Notice Parties are submitted to the Debtors within seven days after the date of service of such Abandonment Notice, then the Debtors are authorized to immediately proceed with the abandonment; and iv. If a written objection from any Notice Party is submitted to the Debtors within seven days after service of such Abandonment Notice, then the relevant De Minimis Asset will be abandoned only upon either the consensual resolution of the objection by the parties in question or further order of the Court after notice and a hearing. c. The De Minimis Asset Abandonment Procedures will not apply to the Debtors' abandonment of assets in or on leased non-residential real property for which the lease is rejected pursuant to the Retail Location Abandoned Assets. The Lease Rejection Procedures Order will continue to govern the Debtors' abandonment of Retail Location Abandoned Assets. Finally, in connection with the De Minimis Asset Procedures, the Debtors also ask authority to pay the reasonable and necessary fees and expenses incurred in the sale, transfer, or abandonment of any De Minimis Assets, including commission fees to agents, brokers, auctioneers, and liquidators, if any. Prior to selling or transferring computers, or selling, transferring, or abandoning mobile devices and tablets, the Debtors intend to re-format and re-image the devices and/or drives thereby erasing the existing data at the time of the re-formatting. With respect to any computer to be abandoned or to be sold as scrap, the Debtors intend to send the hard drives to a third-party vendor to erase the data located on such hard drives prior to abandoning such drives. With respect to computers that are readily identifiable as having belonged to personnel in the legal; human resources; benefits; environmental, health and safety; and payroll departments, the Debtors intend to image the hard drives prior to having the data erased. The Debtors are asking Court approval of those procedures relating to the hard drives. To defray any operational, carrying, or storage expenses associated with these assets, the Debtors have determined in their business judgment that it is in the best interests of the estates to sell or transfer the De Minimis Assets. To that end, they have proposed the De Minimis Asset Sale Procedures, whereby they can consummate the sale or effectuate the transfer of De Minimis Assets during the pendency of these Chapter 11 Cases. Under these proposed procedures, parties with an interest in their assets are fully protected by the opportunity to object and to attend a hearing, if desired. Accordingly, the Debtors ask the Court to approve the procedures for the sale, transfer, and abandonment of De Minimis Assets free and clear of all Liens; and granting related relief. To implement the foregoing successfully, the Debtors ask that the Court enter an order providing that notice of the relief requested satisfies Bankruptcy Rule 6004(a) and that the Debtors have established cause to exclude such relief from the 14-day stay period under Bankruptcy Rule 6004(h). About General Wireless Operations Based in Fort Worth, Texas, General Wireless Operations Inc., doing business as RadioShack -- http://www.RadioShack.com/-- operates a chain of electronics stores. Its predecessor, RadioShack Corp., then with 4,000 locations, sought Chapter 11 protection (Bankr. D. Del. Case No. 15-10197) in February 2015 and announced plans to close underperforming stores. In March 2015, General Wireless, a Standard General affiliate, won court approval to purchase RadioShack Corp.'s assets, gaining ownership of around 1,700 RadioShack locations. Two years later, General Wireless commenced its own bankruptcy case, announcing plans to close 200 of 1,300 remaining stores. General Wireless Operations Inc., and its affiliates based in Fort Worth, Texas, filed a Chapter 11 petition (Bankr. D. Del. Lead Case No. 17-10506) on March 8, 2017. In its petition, General Wireless estimated $100 million to $500 million in both assets and liabilities. Bradford Tobin, SVP and general counsel, signed the petitions. The Debtors tapped Pepper Hamilton LLP as legal counsel; Loughlin Management Partners & Company, Inc., as financial advisor; and Prime Clerk, LLC, as claims and noticing agent. On March 17, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee selected Kelley Drye & Warren LLP as its lead counsel, and Klehr Harrison Harvey Branzburg LLP as its local counsel. GENON ENERGY: Incurs $37 Million Net Loss in First Quarter ---------------------------------------------------------- GenOn Energy, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $37 million on $381 million of total operating revenues for the three months ended March 31, 2017, compared to net income of $101 million on $579 million of total operating revenues for the three months ended March 31, 2016. As of March 31, 2017, Genon Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. As of March 31, 2017, GenOn had cash and cash equivalents of $885 million, of which $305 million and $82 million is held by GenOn Mid-Atlantic and REMA, respectively. Under their respective operating leases, GenOn Mid-Atlantic and REMA are not permitted to make any distributions and other restricted payments unless: (a) they satisfy the fixed charge coverage ratio for the most recently ended period for four fiscal quarters; (b) they are projected to satisfy the fixed charge coverage ratio for each of the two following periods of four fiscal quarters, commencing with the fiscal quarter in which such payment is proposed to be made; and (c) no significant lease default or event of default has occurred and is continuing. Additionally, GenOn Mid-Atlantic and REMA must be in compliance with the requirement to provide credit support to the owner lessors securing their obligations to pay scheduled rent under their respective leases. As a result, GenOn Mid-Atlantic has not been able to make distributions of cash and certain other restricted payments since the quarter ended March 31, 2014, which was the last quarterly period for which GenOn Mid-Atlantic satisfied the conditions under its operating agreement. REMA has not satisfied the conditions under its operating agreement to make distributions of cash and certain other restricted payments since 2009. As of March 31, 2017, $691 million of GenOn's Senior Notes outstanding excluding $4 million of associated premiums, are current within the GenOn consolidated balance sheet and are due on June 15, 2017. GenOn's future profitability continues to be adversely affected by (i) a sustained decline in natural gas prices and its resulting effect on wholesale power prices and capacity prices, and (ii) the inability of GenOn Mid-Atlantic and REMA to make distributions of cash and certain other restricted payments to GenOn. GenOn is currently considering all options available to it, including negotiations with creditors and lessors, refinancing the senior notes, potential sales of certain generating assets as well as the possibility for a need to file for protection under Chapter 11 of the U.S. Bankruptcy Code. If GenOn is unable to enter into a settlement with its creditors, refinance the senior notes or otherwise raise or generate sufficient capital, GenOn is not expected to have sufficient liquidity (exclusive of cash subject to the restrictions under the GenOn Mid-Atlantic and REMA operating leases) to repay the senior notes due in June 2017. Pending resolution, there is substantial doubt about GenOn's ability to continue as a going concern. During 2016, GenOn appointed two independent directors, retained advisors and established a separate audit committee as part of this process. On April 7, 2017, GenOn also appointed a new dedicated chief executive officer, effective immediately. A full-text copy of the Form 10-Q is available for free at: https://is.gd/gwKZfa About Genon GenOn Energy, Inc. and its affiliates are wholesale power generation subsidiaries of NRG, which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is an indirect wholly-owned subsidiary of NRG. GenOn was incorporated as a Delaware corporation on Aug. 9, 2000, under the name Reliant Energy Unregco, Inc. GenOn Americas Generation and GenOn Mid-Atlantic are indirect wholly owned subsidiaries of GenOn. GenOn Americas Generation was formed as a Delaware limited liability company on Nov. 1, 2001, under the name Mirant Americas Generation, LLC. GenOn Mid-Atlantic was formed as a Delaware limited liability company on July 12, 2000, under the name Southern Energy Mid-Atlantic, LLC. GenOn Mid-Atlantic is a wholly-owned subsidiary of NRG North America and an indirect wholly owned subsidiary of GenOn Americas Generation. The Registrants are engaged in the ownership and operation of power generation facilities; the trading of energy, capacity and related products; and the transacting in and trading of fuel and transportation services. GenOn Energy reported net income of $81 million on $1.86 billion of total operating revenues for the year ended Dec. 31, 2016, compared to a net loss of $115 million on $2.37 billion of total operating revenues for the year ended Dec. 31, 2015. The Company's independent auditors issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. KPMG LLP, in Philadelphia, Pennsylvania, noted that GenOn does not have sufficient liquidity to satisfy its obligations as of Dec. 31, 2016. * * * As reported by the TCR on Jan. 13, 2017, S&P Global Ratings lowered its corporate credit ratings to 'CCC-' from 'CCC' on GenOn Energy Inc. and its affiliates: GenOn Energy Holdings Inc., GenOn Americas LLC, GenOn Mid-Atlantic LLC, and GenOn REMA LLC. The outlook is negative. "The negative outlook reflects the continuing pressure on financial measures. And, while we did not expect a default in 2016 because of significant cash balances, it reflects the prospects that GenOn might consider distressed exchange offers over the next six months," said S&P Global Ratings credit analyst Aneesh Prabhu. In October 2016, Moody's Investors Service downgraded GenOn Energy, Inc.'s corporate family rating and probability of default (PD) rating to Caa3 from Caa2, and Caa3-PD from Caa2-PD, respectively. GYMBOREE CORP: Plans Store Closures as Part of Bankruptcy --------------------------------------------------------- Lillian Rizzo and Soma Biswas, writing for The Wall Street Journal Pro Bankruptcy, reported that Gymboree Corp. is looking to close a number of its stores as part of a broader business restructuring under bankruptcy court protection. The Journal, citing people familiar with the matter, reported that the children's clothing retailer has reached out to firms known for liquidating companies' inventories and other assets to help with the closure of up to 350 of its stores. Discussions surrounding the number of store closures are still ongoing, however, and could change by the time Gymboree seeks bankruptcy protection, they add, the report said. As previously reported by The Troubled Company Reporter on April 19, 2017, Bloomberg News reported that Gymboree is preparing to file for bankruptcy as it faces a June 1, 2017 interest payment on its debt. The Bain Capital-controlled company is seeking to reorganize its debt load and may transfer control to its lenders, including Searchlight Capital, Brigade Capital Management and Oppenheimer Holdings, the report said, citing the people, who asked not to be identified because the process isn't public. According to the report, Gymboree, laboring under more than $1 billion in debt from its Bain buyout in 2010, warned in March that it's running short on cash and may not survive if it can't persuade creditors to refinance its debt. The June 1 interest payment applies to its 9.125 percent notes that are due 2018, the report related. The retailer, which operates about 1,300 stores, hasn't posted an annual profit since 2011, with losses totaling more than $800 million, the report said. Gymboree hired Rothschild & Co. to advise it on a potential restructuring this year, the report added, citing the people with knowledge of the matter. Gymboree has a $761 million term loan due in February 2018, the report noted. Gymboree would look to close these locations as part of a bankruptcy filing, which could come as soon as next week, some of the people told the Journal. About The Gymboree Corporation San Francisco-based The Gymboree Corporation's specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of Oct. 29, 2016, the Company operated a total of 1,300 retail stores: 591 Gymboree stores (541 in the United States, 49 in Canada and 1 in Puerto Rico), 174 Gymboree Outlet stores (173 in the United States and 1 in Puerto Rico), 150 Janie and Jack shops (149 in the United States and 1 in Puerto Rico), and 385 Crazy 8 stores in the United States. The Company also operates online stores at http://www.gymboree.com/, http://www.janieandjack.com/and http://www.crazy8.com/ The Company was taken private by Bain Capital in 2010 in a deal valued at about $1.8 billion. Gymboree Corp. reported net income attributable to the Company of $70.68 million for the 26 weeks ended July 30, 2016. For the year ended Jan. 30, 2016, the Company reported a net loss attributable to the Company of $10.17 million compared to a net loss attributable to the Company of $574.10 million for the year ended Jan. 31, 2015. As of Jan. 28, 2017, Gymboree had $755.49 million in total assets, $1.36 billion in total liabilities and a total deficit of $609.14 million. * * * In January 2017, S&P Global Ratings lowered its corporate credit rating on The Gymboree Corp. to 'CC' from 'CCC+'. The outlook is negative. "The downgrade reflects significant near-term refinancing requirements, limited liquidity, and continuing weak operating performance. We expect further profitability erosion in the upcoming quarters and we believe the company could announce a distressed debt restructuring transaction over the next two quarters," said credit analyst Samantha Stone. As reported by the TCR on Nov. 7, 2016, Moody's Investors Service downgraded The Gymboree Corporation's Corporate Family Rating to 'Caa3' from 'Caa1' and Probability of Default Rating to 'Caa3-PD' from 'Caa1-PD'. The downgrade of the Corporate Family Rating to Caa3 reflects Gymboree's weak operating performance and deteriorating liquidity. Net sales and EBITDA fell 4% and 49%, respectively, in the quarter ended July 30, 2016 due to weak customer traffic and margin pressure from inventory clearance activity. HANCOCK FABRICS: May Poll Creditors on Liquidation Plan ------------------------------------------------------- Matt Chiappardi, writing for Bankruptcy Law360, reports that the Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware will give Hancock Fabrics Inc. authorization to poll creditors on its Chapter 11 liquidation plan after the Debtor came to a temporary truce with unsecured creditors and the Pension Benefit Guaranty Corp. on objections to the strategy. According to Law360, Judge Shannon said that he would approve the disclosure statement for the plan after the sides came to an agreement that kept objections to the document at bay. About Hancock Fabrics Hancock Fabrics, Inc., is a specialty fabric retailer operating stores under the name "Hancock Fabrics". Hancock has 4,500 full-time and part time employees. The Baldwyn, Mississippi-based company is one of the largest fabric retailers in the United States, operating 260 stores in 37 states as of Oct. 31, 2015, and an internet store under the domain name http://www.hancockfabrics.com/ Hancock Fabrics, Inc. and six of its affiliates, retailer of fabric, sewing and accessories, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on Feb. 2, 2016. Dennis Lyons, the senior vice president and chief administrative officer, signed the petitions. Judge Brendan Linehan Shannon is assigned to the jointly administered cases. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Richards, Layton & Finger, P.A., as local counsel, Clear Thinking Group LLC as financial advisor, Retail Consulting Services, Inc. dba Real Estate Advisors as real estate advisors and Kurtzman Carson Consultants, LLC as claims and noticing agent. The Debtors disclosed total assets of $151.4 million and total debts of $182.1 million. The Debtors owe its trade vendors approximately $21.2 million as of Jan. 31, 2016. Lawyers at Klehr Harrison Harvey Branzburg LLP and Hahn & Hessen LLP serve as counsel to the Official Committee of Unsecured Creditors. HANOVER INSURANCE: Fitch Affirms BB+ Ratings on 2 Debt Classes -------------------------------------------------------------- Fitch Ratings has affirmed the 'A' Insurer Financial Strength (IFS) rating of The Hanover Insurance Company, the principal operating subsidiary of The Hanover Insurance Group (NYSE: THG). Fitch has also affirmed THG's Issuer Default Rating (IDR) at 'BBB+' and its senior unsecured notes at 'BBB'. The Rating Outlook is Stable. The ratings affirmation reflects that performance has broadly been in line with expectations, and no upgrade or downgrade triggers were activated since the last review. KEY RATING DRIVERS The Hanover Insurance Group, Inc.'s (THG) has reported calendar year GAAP underwriting profits for four consecutive years, including a combined ratio of 98.6% and 99.5% for 2016 (full year) and the first three months of 2017, respectively. The current accident-year (AY) combined ratio net of catastrophe losses has improved by over 3 percentage points since 2012 to 92.9 % in full year 2016, reflective of core underwriting improvements from a product mix shift towards specialty commercial lines and changes in geographic mix. International operations centered in Chaucer Holdings PLC (Chaucer) have generated consistently favorable underwriting profits. THG's strengthened domestic reserves by $174 million in the fourth quarter of 2016. Strengthening of commercial lines reserves was $162 million of the total and driven by specific product lines including CMP and general liability, discontinued program business, and surety. Chaucer's reserve development remained favorable since the company was acquired in 2011. Prior year development in the first three months of 2017 was slightly favorable. Future material adverse development is not anticipated and would be viewed as a credit negative. GAAP operating leverage and net leverage remained flat at 1.6x and 4.2x, respectively, at Dec. 31, 2016. The financial leverage ratio (FLR) was 22% at year-end 2016. However, total interest costs are expected to decline, boosting interest coverage, as the company refinanced higher-cost senior notes. The U.S. subsidiaries Prism capital model score was 'Adequate' at year-end 2015. THG's future performance will continue to be affected by catastrophe-related losses, but inherent volatility from these events is reduced somewhat from past years given changes in property business aggregations. While Fitch expects price competition to intensify in most commercial lines product segments, THG's strong agency relationships are focused on smaller commercial business accounts which have traditionally experienced less pricing sensitivity and better policy retention, which could promote better premium rate sustainability compared with peers. The company also expects to expand its personal and commercial lines footprint in underpenetrated geographies going forward. RATING SENSITIVITIES Key rating triggers that could lead to an upgrade of THG's ratings include improvement in GAAP net leverage (premiums written plus total liabilities less debt less reinsurance recoverable divided by shareholders' equity) of 3.8x or better, sustaining a Prism score of 'strong', and sustaining GAAP operating interest coverage at 10x or better. Key ratings triggers that could lead to a downgrade include: a shift to underwriting losses, an unexpected material adverse development of loss reserves, an increase in run-rate FLR to 28% or greater, and GAAP operating interest coverage of 5x or lower. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings with a Stable Outlook: The Hanover Insurance Group -- IDR at 'BBB+'; -- 7.625% senior unsecured notes due 2025 at 'BBB'; -- 4.5% senior unsecured notes due 2026 at 'BBB'; -- 8.207% junior subordinated debentures due 2027 at 'BB+'; -- 6.35% subordinated debentures due March 30, 2053 at 'BB+'. The Hanover Insurance Company Citizens Insurance Company of America -- IFS at 'A'. HARTFORD, CT: Nobody Wins if City Goes Bankrupt ----------------------------------------------- The American Bankruptcy Institute, citing David R. Eichenthal of Hartford Courant, reported that the threat of bankruptcy for the city of Hartford, in Connecticut, is real, but the National Resource Network found that bankruptcy or continued decline in city services would have a negative effect statewide. According to the report, with more than 107,000 primary jobs, Hartford is home to 7 percent of Connecticut's jobs. The vast majority of those jobs are held by non-residents -- just under 90 percent, the report related. When combined, more people living in West Hartford, East Hartford and New Britain work in Hartford than city residents, the report said. If Hartford went bankrupt, made draconian service cuts or adopted higher tax rates, local employers would have to consider whether they want to bear additional cost or risk -- or leave, the report further related. If they left, that would likely further exacerbate the state's fiscal challenges, the report noted. Because when high paying jobs leave Hartford, they are likely leaving the state, the report added. The NRN said that Hartford does not have the ability to generate significant new revenue on its own. The city's taxing powers are largely limited to the property tax and more than 50 percent of the assessed value of property in Hartford is tax exempt, the report noted. With already high property tax rates, the only way that Hartford can begin to address its budget problem through new revenue is with a combination of increased state aid and new taxing authority to ensure that commuters, non-profit institutions and others in the region and across the state who benefit from costly city services pay their fair share, the report further noted. Hartford is the capital of the U.S. state of Connecticut. It was the seat of Hartford County until Connecticut disbanded county government in 1960. As of the 2010 Census, Hartford's population was 124,775, making it Connecticut's third-largest city after the coastal cities of Bridgeport and New Haven. HRG GROUP: Fitch Puts B Long-Term IDR on Rating Watch Negative -------------------------------------------------------------- Fitch Ratings has placed the ratings of HRG Group, Inc. (HRG), including the 'B' Long-term Issuer Default Rating (IDR), on Rating Watch Negative. KEY RATING DRIVERS - IDR and Senior Debt The Negative Rating Watch reflects HRG's continued weak upstream dividend coverage of holding company interest expenses combined with increased strategic uncertainty following the terminated sale of one of HRG's portfolio companies. In April 2017, one of HRG's portfolio investments, Fidelity & Guaranty Life (FGL; Long-term IDR 'BB'; Rating Watch Evolving), announced that it terminated a merger agreement with Anbang Insurance Group Co., Ltd. FGL continues to explore a sale, which if consummated would result in potential deleveraging and improved upstream dividend coverage for HRG. If FGL enters into a sale agreement, Fitch would anticipate removing the Negative Rating Watch and assigning a Negative Rating Outlook, since post-FGL sale, HRG would have significant cash proceeds relative to outstanding debt obligations, but would effectively operate as a single-investment, pass-through structure for Spectrum Brands, Inc. (Spectrum Brands; Long-term IDR of 'BB'; Rating Outlook Stable). In November 2016, HRG announced that it initiated a process to explore strategic alternatives, including a merger, sale or other business combination. The 'B' Long-Term IDR is supported by the credit risk profile and underlying diversity of HRG's largest investment, Spectrum Brands, and HRG's adequate liquidity position, which would be expected to improve further in the event that FGL consummates a sale. The rating is constrained by the concentrated and less liquid nature of HRG's investments. HRG currently has exposure to consumer products through its 58.4% controlling interest in Spectrum Brands as well as insurance through its 80.4% ownership of FGL and full ownership of Front Street Re (Delaware) Ltd.. In 2016, the company sold its wholly owned position in oil and gas company Compass Production GP, LLC, sold its interests in the asset management company CorAmerica, LLC and wound down the operations of Energy & Infrastructure Capital, LLC. HRG's remaining asset management business interest is in the asset-based lender Salus Capital Partners, LLC, which is in run-off. Fitch calculates that upstream dividends from HRG's subsidiaries relative to holding company interest expenses measured 0.5x in the first half of fiscal year 2017 and fiscal years 2016 and 2015, down from 1.3x in fiscal year 2014. Under a scenario whereby FGL is sold for approximately $1.3 billion in fiscal year 2018 (based on trading levels at the end of April 2017), HRG would have sufficient resources to repay all of its $864.4 million 7.875% senior secured notes due 2019 and a portion of its $890 million 7.75% senior unsecured notes and other obligations, thereby improving the dividend coverage ratio to above 1.0x. The company is expected to have sufficient resources to fund its interest payments of approximately $137 million annually, given $139.5 million of readily available cash as of March 31, 2017. Additionally, proceeds from a potential sale of FGL would boost balance sheet liquidity further. Nevertheless, servicing interest in this manner effectively represents HRG using principal to pay interest, thereby eroding HRG's capitalization. Debt-to-equity based on the carrying value of HRG's investments was elevated at 3.0x as of March 31, 2017, compared to 2.7x at 2016 fiscal year end and 3.0x at 2015 fiscal year end. Since HRG's two largest current holdings are publicly traded companies (Spectrum Brands and FGL), Fitch also considers pro forma debt-to-equity on the basis of the market value of HRG's public investments, although recognizing that the market values can fluctuate and realization of these market values could be challenged by HRG's majority ownership positions. Nevertheless, on this basis, Fitch calculates that HRG's leverage was 0.4x as of March 31, 2017, compared to 0.4x at 2016 fiscal year end and 0.6x at 2015 fiscal year end. Fitch views HRG's leverage as manageable relative to current ratings. Fitch has a stable 2017 sector outlook for U.S. consumer products companies and a negative sector outlook for U.S. life insurers. The consumer products outlook is based on expected modest top-line growth, a benign commodity cost environment and a focus on cost reduction across many subsectors. Fitch's negative sector outlook for U.S. life insurers is based on challenges tied to the evolving macroeconomic and regulatory environment, including that still historically low interest rates continue to pressure interest margins and statutory reserve adequacy. Spectrum Brands is performing well. Fitch projects that Spectrum's free cash flow should improve significantly in fiscal year 2017 due to increased sales, greater cost-control efforts and higher margins from the acquisition of Stanley Black & Decker, Inc.'s Hardware & Home Improvement Group. The Rating Watch Evolving status on FGL reflects near-term uncertainty over the future ownership of FGL and the directional impact of the ownership on the ratings. Fitch's ratings for FGL also continue to reflect the company's relatively narrow product focus and liability profile, strong balance sheet profile, and improved operating performance. HRG's 'BB-/RR2' senior secured debt rating reflects an expectation of superior recoveries for these securities in the event of a corporate default. Given the superior recovery prospects of the senior secured notes, the ratings are notched up twice from HRG's IDR. HRG's 'B/RR4' senior unsecured debt rating reflects an expectation of average recoveries for these securities in the event of a corporate default. Given the average recovery prospects of the senior unsecured notes, the ratings are equalized with HRG's IDR. According to HRG's secured and unsecured notes indentures, if a change of control occurs, the noteholders may require HRG to repurchase all or a portion of its notes for cash at a price equal to 101% of aggregate principal amount, plus any accrued and unpaid interest to the date of repurchase. RATING SENSITIVITIES - IDR and Senior Debt Resolution of the Negative Watch will be dependent upon a definitive agreement to sell FGL over the next six months, resulting in expected interest coverage above 1.0x. If FGL does not enter into a definitive sale agreement over this time period, Fitch would envision downgrading HRG's IDR and senior debt ratings by one or more notches. Upon an announcement concerning the sale of FGL, Fitch would expect to assign a Negative Rating Outlook to HRG reflecting continued strategic uncertainty. As HRG itself explores strategic alternatives, the following developments could result in revision of the Outlook to Stable and/or potential long-term upward rating momentum in HRG's IDR: -- A sale to a higher rated entity; -- Improvement in parent company interest coverage to or approaching 2.5x on a sustained basis, parent company leverage (carrying value basis) maintained below 1.0x and greater clarity with respect to HRG's long-term strategic direction, organizational structure and ownership framework. The following drivers could result in a downgrade of HRG's IDR: -- A sale to a lower-rated entity; -- Sustained uncertainty with respect to HRG's strategic direction, organizational structure or ownership framework; -- Declines in balance sheet liquidity; -- Parent company leverage maintained at or above current levels; -- A sustained reduction in interest coverage below 1.0x; -- Deterioration in the operating performance of Spectrum Brands which results in a material decline in its value, dividend capacity and/or credit ratings. Under a scenario where HRG sells its remaining investments, retires outstanding debt and effectively winds down, Fitch would expect to withdraw HRG's IDR and classify outstanding debt ratings as paid in full. The senior secured debt rating of 'BB-/RR2' is sensitive to potential changes in the company's IDR. Furthermore, the secured debt rating is sensitive to changes in the level of available asset coverage. The senior unsecured debt rating of 'B/RR4' is sensitive to potential changes in the company's IDR. Furthermore, the unsecured debt rating is sensitive to changes in the level of available asset coverage. Fitch has placed the following ratings on Rating Watch Negative: HRG Group, Inc. -- Long-term IDR 'B'; -- Senior secured notes 'BB-/RR2'; -- Senior unsecured notes 'B/RR4'. HUDSON'S BAY CO: S&P Cuts CCR to 'B' on Weak Operating Performance ------------------------------------------------------------------ S&P Global Ratings said it lowered its long-term corporate credit rating on Hudson's Bay Company (HBC) to 'B' from 'B+'. The outlook is stable. At the same time, S&P Global Ratings lowered its issue-level rating HBC's term loan B to 'BB-' from 'BB'. The '1' recovery rating on the debt is unchanged, indicating very high (90%-100%; rounded estimate 95) recovery in default. "We base the downgrade on HBC's weak operating performance in fiscal 2016, ended Jan 28, 2017, and our expectation that operating results will remain weak through 2017," said S&P Global Ratings credit analyst Aniki Saha-Yannopoulos. S&P had originally expected HBC's 2016 cash flow from operations (adjusted for operating leases) to be about C$900 million but the company generated about C$620 million--a 30% drop from S&P's previous expectation given a marked slowdown in HBC's retail operations that is not dissimilar to recent negative trends in the global brick-and-mortar retail industry. S&P's ratings reflect its view of HBC's weak business risk profile, as evidenced by the persistently difficult profitability and secular pressure from online channels that characterize the mature department store sector. However, the company's attractive banners and locations and good geographic diversity provide some support to the company's operations. S&P's highly leveraged financial risk profile reflects the company's high lease-adjusted debt leverage, supported by good cash interest coverage and strong asset coverage. S&P's weak business risk profile incorporates HBC's exposure to the slow organic growth and competitive conditions for department stores in North America and Europe that have contributed to weak and volatile profitability. Somewhat benefitting the rating is HBC's multiple banners and locations and its good geographic diversity. S&P believes weak operating trends in the department store sector are a result of more than just cyclical headwinds, they are also a reflection of secular change in consumer spending habits. Consumers (especially millennials) have increasingly shifted their purchases online, drawn by convenience, selection, and price transparency. Even though the company has various operating and cost-cutting initiatives in place, S&P believes it will be hard placed to improve margins in light of the secular headwinds. The stable outlook on HBC reflects S&P Global Ratings' view of the company's fully adjusted debt leverage of about 8x and adjusted EBITDA interest coverage of 2x through 2018. S&P expects the company to maintain these credit measures while executing new strategies to maintain EBITDA levels and sufficient liquidity through that time frame. S&P could lower the ratings if EBITDA interest coverage weakens below 1.5x, in which case the company might consider alternate means, including sale of key assets, to shore up liquidity and financial flexibility. In such a scenario, S&P would expect flat-to-negative comparable-store sales or declining. S&P could also lower the ratings if HBC's strong asset coverage weakens, which S&P believes could only occur if the company monetizes real estate with no offsetting reduction in reported debt leverage, for example by distributing proceeds to shareholders or making unsuccessful acquisitions. S&P is unlikely to raise its ratings on HBC over the next year given S&P's outlook for soft comparable-store sales and the time the company would need to delever close to 7x. S&P could also raise the ratings if EBITDA interest coverage improves higher than 2.5x, which S&P estimates could occur if the company exhibits growing organic EBITDA amid steady-to-positive comparable sales growth. ICEBOX MERGER: Moody's Assigns B3 Corporate Family Rating --------------------------------------------------------- Moody's Investors Service assigned Icebox Merger Sub, Inc. (dba "Diversitech") a B3 Corporate Family Rating and a B3-PD Probability of Default Rating. In conjunction, Moody's rated the company's proposed $375 million first lien credit facilities ($50 million revolving credit facility and $325 million term loan) B2 and its $120 million proposed second lien term loan Caa2. The rating outlook is stable. Proceeds from the proposed $325 million first lien term loan due 2024 and $120 million second lien term loan due 2025, along with an equity contribution, will fund the acquisition of Diversitech by a company controlled by Permira Funds. The proposed $50 million revolving credit facility is anticipated to have $5 million drawn at the close of the acquisition. At the close of the acquisition, Icebox Merger Sub, Inc. will be merged into Diversitech Holdings, Inc. which will become the borrower under the proposed first lien credit facility and second lien credit facility. The B3 Corporate Family Rating reflects Diversitech's very high Moody's adjusted pro forma initial debt leverage of 7.4x at the close of the transaction and aggressive growth strategy primarily based on growing the top line via acquisitions given the fragmented nature of the market and importance of scale. Moody's anticipates most of its cash flow from operations will be used for acquisitions, leaving little for excess cash flow sweep and voluntary debt repayment. Thus, Diversitech's debt leverage will decline gradually through EBITDA growth. For 2017, debt to EBITDA will be slightly below 7x. Furthermore, the B3 Corporate Family Rating is constrained by the company's small revenue base. At the same time, the B3 Corporate Family Rating benefits from the predictable revenue stream as 85% of the company's revenues are tied to repair and replacement market of HVAC's and with the AC penetration rate in the U.S. of around 87% there is constant repair and replacement activity. Furthermore, the company benefits from consumers retrofitting their homes with new and more efficient air conditioning as well as adding new air conditioning units. In addition, the B3 Corporate Family Rating is supported by Moody's projected adjusted EBITA to interest expense of around 2x for 2017, a good liquidity profile, and the company's strong foothold in the consolidating market as it is in top three in most of its product categories (number one in many). Initially, the rating is assigned to Icebox Merger Sub, Inc. and then to DiversiTech Holdings, Inc. upon closing. The following ratings were assigned to Icebox Merger Sub, Inc.: Corporate Family Rating, assigned B3; Probability of Default Rating, assigned B3-PD; $50 million first lien revolving credit facility due 2022, assigned B2 (LGD3); $325 million first lien term loan due 2024, assigned B2 (LGD3); $120 million second lien term loan due 2025, assigned Caa2 (LGD5); Outlook is stable. Diversitech's liquidity profile is anticipated to be good over the next twelve months. The liquidity profile is supported by projected good cash flow from operations generation of around $19-$20 million in 2017, modest CAPEX, as well as its proposed $50 million revolving credit facility due 2022. The revolving credit facility is anticipated to be free of financial maintenance covenants but contain a springing first lien leverage covenant that is initially set with 25-30% cushion. The ratings could be downgraded if the company's EBITA to interest expense falls below 1x, liquidity deteriorates, and the company is unable to reduce debt leverage from current levels. In addition, shareholder friendly activities, such as dividends, could negatively impact the rating. The ratings could be upgraded if the company's debt to EBITDA declines and is sustained below 6x, the company's revenues continue to expand, and EBITA to interest expense exceeds 2.5x. Furthermore, for the company to be upgraded it has to a have good liquidity profile. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Diversitech Holdings, Inc. is a manufacturer and a distributor of HVAC and electrical products primarily operating in the U.S. IGNITE RESTAURANT: Preparing to File for Bankruptcy --------------------------------------------------- Lauren Coleman-Lochner and Jodi Xu Klein, writing for Bloomberg News, reported that Ignite Restaurant Group Inc., operator of the Joe's Crab Shack and Brick House Tavern restaurant chains, is preparing to file for bankruptcy. According to the report, Ignite could file as soon as next week, the people, who asked not to be identified because the process isn't public, said. In early April, the company announced it was pursuing options including a possible sale with financial adviser Piper Jaffray Cos., the report related. Both strategic and private equity buyers are considering purchasing the company out of bankruptcy, the report added, citing one of the people. The Troubled Company Reporter, on April 20, 2017, reported that Ignite Restaurant filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $44.36 million on $450.28 million of revenues for the fiscal year ended January 2, 2017, compared to a net loss of $46.36 million on $492.04 million of revenues for the fiscal year ended December 28, 2015. The audit report of Deloitte and Touche LLP states that the Company's expectation that they will likely not meet the financial covenant ratios set forth in their 2014 Credit Agreement during fiscal 2017 will result in the Company's debt becoming due upon demand. The uncertainty associated with the Company's ability to repay its outstanding debt obligations as they become due raises substantial doubt about its ability to continue as a going concern. The dining sector has been facing drops in customer traffic, and Ignite reported declining sales in the most recent quarter, with comparable-restaurant revenue falling by 6.8 percent, the report related. The company's debt totals about $121 million, including $112 million on a term loan set to mature in 2019, the report further related, citing data compiled by Bloomberg. Chief Executive Officer Robert S. Merritt resigned in April, the report said. About Ignite Restaurant Based in Houston, Texas, Ignite Restaurant Group, Inc., operates a portfolio of two restaurant brands, Joe's Crab Shack (Joe's) and Brick House Tavern + Tap (Brick House). The Company manages its restaurant brands, Joe's and Brick House, as operating segments. Joe's and Brick House operate in a set of markets across the United States. As of January 2, 2017, the Company operated 112 Joe's and 25 Brick House restaurants in 32 states and franchised three Joe's restaurants in Dubai, U.A.E. The Company's balance sheet at January 2, 2017, showed total assets of $148.42 million, total liabilities of $184.86 million, and a stockholders' deficit of $36.44 million. INTREPID POTASH: Incurs $13.7 Million Net Loss in First Quarter --------------------------------------------------------------- Intrepid Potash, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $13.67 million on $48.33 million of sales for the three months ended March 31, 2017, compared to a net loss of $18.42 million on $73.27 million of sales for the same period during the prior year. As of March 31, 2017, Intrepid had $539.08 million in total assets, $131.04 million in total liabilities and $408.04 million in total stockholders' equity. "Our transition to lower-cost solar potash production and Trio-only production at our East facility is beginning to show the promise we envisioned last year," said Bob Jornayvaz, Intrepid's executive chairman, president and CEO. "Solar-only potash production improved our potash margins, and Trio sales volumes reflected our work to expand our presence in the international market. We continue to make progress in our water marketing and expect water sales to provide meaningful cash flow as the year continues." Jornayvaz continued, "The success of our public equity offering has put Intrepid in a stronger financial position and we have completed our review of strategic alternatives. We are now focused on optimizing our operations, diversifying our income through increased by-product and water sales, and improving our overall cost profile as we work through challenges in the international Trio market." Potash production decreased 45% compared to the first quarter of 2016, primarily as a result of the elimination of high-cost production from Intrepid's underground West and East facilities. Intrepid expects to produce potash from its solar solution mines until midway through the second quarter, at which time those facilities will begin the summer evaporation period that typically extends to mid-August. Due primarily to the reduced production profile, sales volumes decreased 54% compared to the first quarter of 2016. Average potash net realized sales price per ton increased 11% compared to the first quarter of 2016, as reduced volumes enabled Intrepid to focus its sales into higher margin locations and markets. During the first quarter of 2017, the potash segment generated a gross margin of $2.3 million, a $14.3 million increase compared to the year-ago comparable period. This increase was a result of no lower-of-cost-or-market adjustments in the first quarter of 2017, the improved cost profile of solar-only production, and an increase in average net realized sales price per ton. Trio production increased 61% compared to the first quarter of 2016 as a result of the transition to Trio-only production at Intrepid's East facility. Trio sales volumes increased 52% compared to the first quarter of 2016, primarily as a result of the increase in international sales. Average net realized sales price per ton declined 36% compared with the same period in 2016, due to domestic price decreases announced in the second half of 2016 and an increase in international sales, which had lower average net realized sales prices. The Trio segment generated a gross deficit in the quarter, driven by a lower average net realized sale price per ton and lower-of-cost-or-market adjustments totaling $3.8 million. Intrepid plans to continue its practice of matching production to expected sales. Cash and cash equivalents were $20.8 million at the end of the first quarter of 2017, up from $4.5 million as of Dec. 31, 2016. During the first quarter, Intrepid repaid $46.0 million in outstanding senior note principal utilizing proceeds from its equity offering and an asset sale. As of March 31, 2017, Intrepid had $89.0 million of senior notes outstanding and $25.5 million available for borrowing under its asset-backed credit facility. A full-text copy of the Form 10-Q is available for free at: https://is.gd/GxMuzW About Intrepid Potash Intrepid Potash -- http://www.intrepidpotash.com/-- is the only U.S. producer of muriate of potash and supplied approximately 9% of the country's annual consumption in 2015. Potash is applied as an essential nutrient for healthy crop development, utilized in several industrial applications and used as an ingredient in animal feed. Intrepid also produces a specialty fertilizer, Trio(R), which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle. Intrepid serves diverse customers in markets where a logistical advantage exists; and is a leader in the utilization of solar evaporation production, one of the lowest cost, environmentally friendly production methods for potash. After the idling of its West mine in July 2016, Intrepid's production will come from three solar solution potash facilities and one conventional underground Trio(R) mine. Intrepid reported a net loss of $66.63 million on $210.9 million of sales for the year ended Dec. 31, 2016, compared to a net loss of $524.8 million on $287.2 million of sales for the year ended Dec. 31, 2015. ION GEOPHYSICAL: Terminates ATM Program with Evercore ----------------------------------------------------- ION Geophysical Corporation announced that its board of directors has authorized the Company to terminate, effective immediately, the Distribution Agreement with Evercore Group L.L.C. providing for the Company's "at-the-market" equity offering program. The Agreement allowed the Company under the ATM Program to issue and sell, from time to time, through the Agent, shares of the Company's common stock, par value $0.01 per share, having an aggregate gross sales price of up to $20,000,000. No Shares were sold under the ATM Program and the Company has no further obligations thereunder. "The intent behind our 'at-the-market' offering was to put a program in place to give us the ability to be opportunistic if opportunities that require additional capital present themselves. Unfortunately it was not well received by the markets as our short interest increased 50%. Given the pricing pressure on the stock, we do not feel it's in the best interests of ION's shareholders to continue the program," stated Brian Hanson, ION's president and chief executive officer. "As a result, we are terminating the program." About ION Geophysical Headquartered in Delaware, ION Geophysical is a global, technology-focused company that provides geoscience technology, services and solutions to the global oil and gas industry. The Company's offerings are designed to allow oil and gas exploration and production companies to obtain higher resolution images of the Earth's subsurface during E&P operations to reduce their risk in exploration and reservoir development. ION Geophysical reported a net loss attributable to the Company of $65.14 million in 2016, a net loss attributable to the Company of $25.12 million in 2015 and a net loss attributable to the Company of $128.25 million in 2014. As of Dec. 31, 2016, ION Geophysical had $313.21 million in total assets, $259.81 million in total liabilities and $53.39 million in total equity. * * * As reported by the TCR on Oct. 10, 2016, S&P Global Ratings raised the corporate credit rating on ION Geophysical Corp. to 'CCC+' from 'SD'. The rating action follows ION's partial exchange of its 8.125% notes maturing in 2018 for new 9.125% second-lien notes maturing in 2021. In May 2016, Moody's Investors Service affirmed ION Geophysical's 'Caa2' Corporate Family Rating, and affirmed and appended its Probability of Default Rating (PDR) at 'Caa2-PD/LD'. JEWELRY BY JENNIFER: Unsecureds to Get Monthly Payment of $300 -------------------------------------------------------------- Unsecured creditors will receive a monthly payment of $300 over five years under a Chapter 11 plan of reorganization proposed by Jewelry by Jennifer LLC and its owner. Under the plan, holders of Class 4 general unsecured claims against the company, and Class 5 general unsecured claim against its owner Jennifer Keating will be paid $300 a month over 60 months once their claims are allowed. Payments will be made on the first day of the month following the effective date of the plan and will continue on the first day of each month thereafter until paid. Classes 4 and 5 are impaired and general unsecured creditors are entitled to vote to accept or reject the plan. The estimated amount of Class 4 claims is $70,077.40 while the estimated amount of Class 5 claim is $215,937.74. Funding for the plan will come from business operations and income of the company and its owner, according to their disclosure statement filed on April 26 with the U.S. Bankruptcy Court for the Northern District of Texas. A copy of the disclosure statement is available for free at https://is.gd/Hj7TmU About Jewelry by Jennifer Jewelry by Jennifer, LLC operates a jewelry retail store and website at a rented space located at 4152 Cole Ave., Dallas, Texas. Jennifer Keating owns 100% of Jennifer by Jewelry. Jewelry by Jennifer filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-34238) on October 31, 2016, disclosing assets and liabilities of less than $500,000. The petition was signed by Ms. Keating. On January 31, 2017, Ms. Keating sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-30353). The cases are jointly administered under Case No. 16-34238. Jewelry by Jennifer is represented by Joyce W. Lindauer Attorney, PLLC. JOHN SANDERS: Brookses Buying Las Vegas Property for $560K ---------------------------------------------------------- John J. Sanders and Chrissie Coon-Sanders ask the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of real property in Las Vegas, Nevada, to Richard P. and Grachelle G. Brooks or $560,000. A major asset of the Debtors is the property known as 7150 Everly Court, Las Vegas, Nevada. It has a value of the purchase price of $560,000. As indicated by a Preliminary Title Report, the mortgage holder on the Property is PennyMac Loan Services, LLC which holds the rights to a note and first deed of trust which encumbers the Property in the total claim amount of $507,180. The other encumbrance on the Property, also noted in the Preliminary Title Report, is for property taxes owed to the Clark County Treasurer in the amount of $4,407. The Debtors propose to sell the Property to the Buyers, a married couple that are not insiders of the Debtors. The terms of the purchase agreement are standard terms. The salient terms of the Purchase Agreement are: a. Assets to Be Purchased: The Buyers have agreed to purchase the Property and all of Debtors' rights and interests related thereto, free and clear of all interest related thereto. b. Purchase Price: $560,000 c. Closing: The Purchase Agreement provides for a closing date that has been, or can be, extended a reasonably short time period. d. Treatment of Proceeds: The Debtors, upon the confirmation of a plan of reorganization or, if the Court allows and determines as more appropriate, the closing of the sale, proposes disbursements that are consistent with the Preliminary Title Report, with possible minor adjustments of monies to PennyMac. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/JOHN_SANDERS_58_Sales.pdf In the present matter, a sound business justification exists for the sale of the Property. The Debtors propose to satisfy one creditor completely. The Buyers have made the highest and best offer to purchase the Property. The Debtors propose that the Court either (i) allow distribution to all lienholders, encumbrancers, and costs relating to the sale, with surplus proceeds going to the Debtor, before the plan is confirmed; or (ii) allow the sale to proceed but with liens attaching to the proceeds with the final distribution to be accomplished as part of the plan of reorganization. The Debtors ask the Court to approve the sale of Property to the Buyers free and clear of liens and encumbrances with the lien to attach to the proceeds with final distribution to be made pursuant to a plan of reorganization. The Debtors ask that any Order approving the free and clear sale of the Property become effective immediately upon its entry. Because all parties consent to the sale and because the sale may be lost if not quickly closed, good cause exists for the Court to waive the 14-day stay period under Bankruptcy Rule 6004(h). John J. Sanders sought Chapter 11 protection (Bankr. D. Nev. Case No. 16-11071) on March 2, 2016. Counsel for the Debtors: David A. Riggi, Esq. 5550 Painted Mirage Rd., Suite 120 Las Vegas, NV 89149 Telephone: (702) 463-7777 Facsimile: (888) 306-7157 E-mail: RiggiLaw@gmail.com JONESBORO HOSPITALITY: Has Final OK To Use Cash Collateral ---------------------------------------------------------- The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas has granted Jonesboro Hospitality, LLC, authorization to use cash collateral on a final basis. A copy of the final court order and budget is available at: http://bankrupt.com/misc/txeb17-40311-51.pdf As reported by the Troubled Company Reporter on March 30, 2017, the Debtor sought permission to use the cash collateral of Ciena Capital, LLC. The Debtor intends to rearrange its affairs and needs to continue to operate in order to pay its ongoing expenses, generate additional income and to propose a plan in this case. A need exists for the Debtor to use cash collateral in order to continue the operation of its business. Without the use of cash collateral the Debtor will not be able to pay its direct operating expenses and obtain goods and services needed to carry on its business during this sensitive period in a manner that will avoid harm to the Debtor's estate. At this time, the Debtor's ability to use Cash Collateral is vital to the confidence of the Debtor's employees, vendors and suppliers of the goods and services, to the customers and to the preservation and maintenance of the going concern value of the Debtor's estate. Secured creditors Ciena Capital and the Internal Revenue Service may claim that substantially all of the Debtor's assets are subject to the prepetition liens of the Secured Creditors. The Debtor is authorized to collect and receive all cash funds. The Debtor will account each month to the Secured Creditors for all cash collateral. As adequate protection for the diminution in value of the interests of the Secured Creditors, the Secured Creditors are granted replacement liens and security interests, coextensive with their pre-petition liens. As adequate protection, the Debtor will pay to Ciena Capital on the 5th day of the month the amount of $5,000. Commencing on May 5, 2017, the Debtor will pay the IRS $1,500 per month as adequate protection for its secured claim. The payment will continue each month until (i) termination of this Order by its terms; (ii) further order of this Court; or (iii) confirmation of any plan of reorganization in this proceeding. About Jonesboro Hospitality Jonesboro Hospitality, LLC dba FairBridge Inn & Suites sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 17-40311) on Feb. 15, 2017. The petition was signed by Payal Nanda, principal. The case is assigned to Judge Brenda T. Rhoades. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor is represented by Joyce W. Lindauer, Esq., Sarah M. Cox, Esq., Jamie N. Kirk, Esq. and Jeffery M. Veteto, Esq. at Joyce W. Lindauer Attorney, PLLC. No request has been made for the appointment of a trustee or examiner and no official committee has yet been appointed. The Debtor has previously filed a prior Chapter 11 case in the Northern District of Texas, Dallas Division, Case No. 13-34324. The Debtor confirmed a plan of reorganization in its prior case on May 30, 2014. LANDMARK HOSPITALITY: Plan Confirmation Hearing Moved to Aug. 2 --------------------------------------------------------------- The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the District of Arizona has entered an amended order approving Landmark Hospitality, LLC's second amended disclosure statement referring to the Debtor's Chapter 11 plan. The hearing to consider the confirmation of the Plan will be held on Aug. 2, 2017, at 10:00 a.m. As reported by the Troubled Company Reporter on Feb. 21, 2017, the Court approved the Debtor's second amended disclosure statement for its second amended plan of reorganization, dated Jan. 27, 2017, which would pay unsecured creditors 15% of their allowed claims. The Court previously set the confirmation hearing for May 24, 2017, at 10:00 a.m. About Landmark Hospitality Landmark Hospitality, LLC, sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Arizona (Tucson) (Case No. 16-02826) on March 21, 2016. The petition was signed by Jyotindra Patel, member. The case is assigned to Judge Brenda Moody Whinery. The Debtor is represented by Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC. The Debtor disclosed total assets of $2.78 million and total debts of $3.75 million. LBI MEDIA: Moody's Assigns LD Designation to 'Caa2' PDR ------------------------------------------------------- Moody's Investors Service assigned a limited default (LD) designation to LBI Media, Inc.'s Caa2 Probability of Default Rating (PDR), while concurrently affirming it resulting in a change to Caa2-PD/LD from Caa2-PD. This action follows LBI Media Holdings, Inc. entry into a forbearance agreement on 80% of its $29 million outstanding notes due April 30, 2017 (unrated), exchanging the 2017 maturing notes for new senior unsecured securities due April 30th, 2022, issued by LBI Media Intermediate Holdings, Inc., a newly formed subsidiary of LBI Media Holdings, Inc (unrated), and the parent of LBI Media, Inc. (Caa2, negative). Moody's assessed the transaction was a distressed exchange (DE) default due to the extension of the maturity date beyond its initial terms and change of interest payment terms. In addition, the remaining 20% of $29 million outstanding notes due April 30th, 2017 remain in default due to non-payment at maturity. There is no cross default provisions between LBI Media, Inc. debt and either LBI Media Holdings, Inc. or LBI Media Intermediate Holdings, Inc. Concurrently, Moody's affirmed LBI Media, Inc.'s Caa2 Corporate Family Rating (CFR), B3 rating on 10% Senior Secured Notes due 2019, and Caa3 rating on 11.5%/13.5% PIK Toggle 2nd Priority Subordinated Notes due 2020. The rating outlook remains negative. Affirmations: Probability of Default Rating: Affirmed Caa2-PD/LD (/LD appended) Corporate Family Rating: Affirmed Caa2 10% Senior Secured Notes due 2019: Affirmed B3, LGD2 11.5%/13.5% PIK Toggle 2nd Priority Subordinated Notes due 2020: affirmed Caa3, LGD5 Outlook: Outlook, Negative RATINGS RATIONALE LBI Media Holdings, Inc. entered into a forbearance agreement on 80% of its $29 million outstanding notes due April 30th, 2017, exchanging the 2017 maturing notes for new senior unsecured securities due April 30th, 2022, issued by LBI Media Intermediate Holdings, Inc. ("NewCo"), a newly formed subsidiary of LBI Media Holdings, Inc (unrated), and the parent of LBI Media, Inc. (Caa2, negative). Moody's assessed the transaction as comprising a distressed exchange (DE) default due in part, to the extension of the maturity date beyond its initial terms and change of interest payment terms. In addition, the remaining 20% of $29 million outstanding notes due April 30th, 2017 remain in default due to non-payment at maturity. While there are no cross default provisions between the debts of the two entities, the default on LBI Media Holdings debt results in an elevated risk of further restructuring and debt impairment at LBI Media, Inc., and resulting in Moody's appending "/LD" designation to the probability of default rating indicating limited default. The "/LD" designation will be removed upon resolution of the default of remaining 20% of the April 30th, 2017 maturing notes. Management highlighted that they have been working with LBI Media Holdings, Inc. debt-holders to restructure the defaulted debt and so far, LBI Media Holdings, Inc. has not filed for bankruptcy protection. Management has engaged financial advisors to continue reviewing its capital structure alternatives in addressing subsequent maturities at LBI Media, Inc., with the first occurring in 2018. In addition, LBI Media, Inc. participated in the FCC auction, with expected net proceeds of $92.3 million to be received in the third quarter of 2017. However, the company has not indicated its planned use of FCC auction proceeds. LBI Media Caa2 rating reflects unsustainable leverage with heightened near-term risk of corporate restructuring. Liquidity is poor with only $3.5 million in cash on the balance sheet as of December 31, 2016, and negative free cash flow generation over the past 12 months. Moody's expects liquidity to remain challenged until FCC auction proceeds are received. If the company files for bankruptcy protection or performs an out of court restructuring, the PDR will be downgraded to D-PD. A ratings upgrade is unlikely unless the debt is reduced significantly to result in an improved capital structure with adequate liquidity. The principal methodology used in these ratings was Global Broadcast and Advertising Related Industries published in February 2017. Headquartered in Burbank, CA, LBI Media, Inc. ("LBI Media") operates Spanish-language broadcasting properties including 16 radio stations (13 FM and 3 AM generating roughly 40% of FY 2016 reported revenue and 90% of EBITDA) and 10 television stations plus the EstrellaTV Network (approximately 60% of FY 2016 reported revenue and 10% EBITDA contribution). EstrellaTV is a Spanish-language television broadcast network that was launched in 2009. Through EstrellaTV, the company is affiliated with television stations in 47 DMAs comprising 78% of U.S. Hispanic television households. Jose Liberman founded the company in 1987, together with his son, Lenard Liberman. Shareholders include Lenard Liberman, Oaktree Capital, and Tinicum Capital. The dual class equity structure provides Lenard Liberman with 94% (undiluted) of voting control. Revenues for FY 2016 were $132 million. LEHMAN BROTHERS: 2nd Circuit Upholds Dismissal of Worker Stock Suit ------------------------------------------------------------------- Rick Archer, writing for Bankruptcy Law360, reports that the Second Circuit upheld a finding by the U.S. Bankruptcy Court for the Southern District of New York that the restricted stock units the 100 former Lehman Brothers employees received in compensation met the legal definition of securities. According to Law360, the Second Circuit told the former workers that their restricted stock units are securities and not salary, and they have no preferred claim to the $200 million they say they're owed by the Debtor. The employees must get in line with the other equity holders for compensation, Law360 states. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. LEHMAN BROTHERS: 2nd Circuit Upholds Dismissal of Worker Stock Suit ------------------------------------------------------------------- Rick Archer, writing for Bankruptcy Law360, reports that the Second Circuit upheld a finding by the U.S. Bankruptcy Court for the Southern District of New York that the restricted stock units the 100 former Lehman Brothers employees received in compensation met the legal definition of securities. According to Law360, the Second Circuit told the former workers that their restricted stock units are securities and not salary, and they have no preferred claim to the $200 million they say they're owed by the Debtor. The employees must get in line with the other equity holders for compensation, Law360 states. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. LEVEL ACRES: Has Court's Final Nod to Use Cash Collateral --------------------------------------------------------- The Hon. Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York has entered a final order authorizing Level Acres, LLC's cash collateral use. The Court approved the cash collateral stipulation dated March 23, 2017, between the Debtor and the comptroller of the State of New York, as Trustee of the New York State Common Retirement Fund, by its servicer, The Community Preservation Corporation. As reported by the Troubled Company Reporter on April 5, 2017, the Debtor asked the Court to authorize the use of cash collateral of secured creditor to maintain operations. Prior to the filing of the Debtor's Chapter 11 Petition, the Debtor obtained financing from the Comptroller of the State of New York, as Trustee of the New York State Common Retirement Fund, serviced by The Community Preservation Corp., in the approximate amount of $2,161,939. Subsequent to the filing of the Debtor's Chapter 11 petition, the Debtor and the Secured Creditor worked out a Stipulation to govern the Debtor's use of cash collateral in the case. About Level Acres LLC Based in Wellsville, New York, Level Acres LLC is engaged in business as a camp resort and trailer park. Level Acres sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 17-10333) on Feb. 24, 2017. The petition was signed by Kevin P. Clark, sole member. The case is assigned to Judge Carl L. Bucki. At the time of the filing, the Debtor disclosed $939,000 in assets and $2.67 million in liabilities. The Debtor initially filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 16-10964) on May 13, 2016. The case was dismissed on Oct. 26, 2016. LEWISTON SHOPPING: Hires Richard Pastor as Bookkeeper ----------------------------------------------------- Greater Lewistown Shopping Plaza LP seeks authorization from the US Bankruptcy Court for the Middle District of Pennsylvania to employ Richard Pastor as bookkeeper. Mr. Pastor will not be paid by the Debtor. He is paid by Moraitis Properties, which is owned by the same individual that owns the Debtor. He is paid a total salary of $57,000 per year. Richard Pastor attests that he does not have an interest materially adverse to the interest of the estate or any class of creditors or equity security holders by reason of any direct or indirect relationship to, connection with or interest in the Debtor or for any other reason. About Greater Lewistown Shopping Plaza Greater Lewistown Shopping Plaza LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-00693) on Feb. 23, 2017. The petition was signed by Nicholas J Moraitis, president, NJM Lewistown Properties, Inc., sole general partner of Greater Lewistown Shopping Plaza, L.P. The case is assigned to Judge Robert N Opel II. At the time of the filing, the Debtor estimated assets and liabilities of $10 million to $50 million each. The Debtor is represented by Gary J Imblum, Esq., at Imblum Law Offices, P.C. MACK INDUSTRIES: Wants to Use Amalgamated Bank's Cash Collateral ---------------------------------------------------------------- Mack Industries, LTD, asks the U.S. Bankruptcy Court for the Northern District of Illinois for permission to use cash collateral. Amalgamated Bank of Chicago has a claim against the Debtor under five separate revolving lines of credit which, as of the Petition Date, were in the aggregate principal amount of $5,134,923. Each loan is secured by recorded mortgages and assignments of leases and rents upon two or more individual residences or condominium units. The Debtor has asked ABOC for permission to sell the Residences and use part of the cash proceeds generated by those sales to pay costs of administration. The Debtor has offered to adequately protect the Bank's claim, in the following form, among others: a. the Debtor, on an interim basis, solely for itself, and after a final hearing on the Motion, for itself and the estate, stipulates and agrees that the liens which secure each of the Loans are valid and perfected and, with the sole exception of the liens which secure the Residences which secure the Loan ending in -0301, are first priority liens upon the real estate, leases and rents of those Residences identified in Exhibit A to this Motion; b. the Debtor, on an interim basis, solely for itself, after a final hearing on the Motion, for itself and the estate, stipulates and agrees that the liens which secure the Loan ending in -0301 are second priority liens upon the real estate, leases and rents of those Residences identified in Exhibit A to this Motion; c. unless ABOC agrees otherwise in writing, the Debtor will segregate any and all rents which are generated by the Residences, and promptly upon receipt thereof, the Debtor will turnover any such rents to ABOC; d. the Debtor will purchase and maintain in force insurance on each of the Residences of the type and coverage which are reasonably acceptable to ABOC, under policies of insurance which name ABOC as a loss payee for each property, and will provide proof of such insurance coverage to ABOC in a form which is reasonably satisfactory to ABOC; e. the Debtor will maintain each of the Residences and maintain utility service for all properties; f. the Debtor will represent to the Court that prior to the Petition Date, the Debtor purchased and later resold properties like the Residences in the ordinary course of its business; g. the Court, based on the Debtor's representations and other appropriate proof, will find that the Debtor, consistent with the provisions of 11 U.S.C. Section 1108, may continue to sell the Residences in the ordinary course of its business; h. from each Sale, ABOC will receive an amount equal to (i) 100% of the principal amount due on the Loan which is secured by the Residence to be sold (unless ABOC agrees in writing to accept a lesser sum at closing); (ii) interest which has accrued on the Loan which is secured by the Residence which is to be sold; and (iii) an amount equal to the allowed amount of any allowance made to ABOC under 11 U.S.C. Section 506(b) for fees, expenses and costs (including professional fees and costs) which are due to the Bank under the terms of the agreements which evidence the Loans; i. ABOC will apply rents and sale proceeds of the Residences which it may receive from the Debtor first to the principal amount of the Loan secured by the Residence which is sold (or which generated the rents), and then to interest on that Loan, and then to other amounts allowable to ABOC with respect to that Loan under 11 U.S.C. Section 506(b). This paragraph will apply to any rents or proceeds of sale which ABOC has, from and after the Petition Date, has received from the Debtor; j. parties-in-interest will have 90 days from the entry date of the interim court order on the Motion to object to the validity, priority and extent of the Bank's claim and the liens which secure that claim, and absent such timely objections, the principal amount of the Bank's claim will be allowed in the stipulated amount as of the commencement day of the case (subject to reduction for proceeds received), and ABOC's liens on the Residences which secure each of the Loans except for the Loan ending in -0301 will be deemed valid, first priority and fully enforceable (and the liens which secure the loan ending in -0301 will be deemed a valid, second priority and fully enforceable lien upon the Residences which secure that Loan; k. as adequate protection for any diminution in the value of the collateral which secures ABOC's claim which results from the Debtor's use thereof after the Petition Date, and solely to the extent of any Diminution, ABOC will have a valid, perfected, and enforceable replacement lien and security interest in (i) all assets of the Debtor existing on or after the Petition Date of any kind or nature whatsoever within the meaning of Section 541 of the Bankruptcy Code, whether acquired or arising prepetition or postpetition, together with all proceeds, rents, products, and profits thereof. The Replacement Lien granted to ABOC will be junior to all existing liens on the Supplemental Collateral. Notwithstanding any other provision hereof, no Diminution will occur or be deemed to occur as a result of a use of cash collateral which pays or satisfies (a) any lien on the collateral which is senior to the Lien, including without limitation liens for general taxes due to Illinois counties; and (b) the payment of the statutory fees of the U.S. Trustee pursuant to 28 U.S.C. Section 1930 and the fees of the Clerk of the Court. l. the approval of the adequate protection offer by the Court will be sufficient and conclusive evidence of the validity, extent, enforceability, and perfection of the Replacement Lien granted to ABOC, whether or not ABOC elects to file or record financing statements or any other documents that may otherwise be required under federal or state law in any jurisdiction, or to take other steps as may otherwise be required to obtain, evidence, or perfect liens under applicable law; provided, however, that upon the request of ABOC, the Debtor will execute other documents as may be reasonably requested to evidence and perfect liens; that ABOC may, in its sole discretion, but will not be required to, file a certified copy of the final court order which approves the Motion in any filing or recording office in any jurisdiction in which the Debtor has real or personal property; that the Debtor is authorized and directed to execute, or cause to be executed, all financing statements or other documents upon ABOC's reasonable request; and that filing or recording will be accepted and will constitute further evidence of perfection of ABOC's liens and security interests. No obligation, payment, transfer, or grant of security under the interim or final orders which approve the Motion (other than by court order in an appeal from the Interim Order), will be restrained, voidable, avoidable, or recoverable under the Bankruptcy Code or under any otherwise applicable state law, or subject to any defense, reduction, setoff, recoupment, or counterclaim; and m. As additional adequate protection of ABOC's security interests in the Residences and their proceeds, the Debtor will allow ABOC and its professionals and designees reasonable access, during normal business hours and on not less than 24 hours' notice, to the premises of the Debtor in order to conduct appraisals, analyses, and audits of the Residences and the Debtor's accounts and records concerning the Residences, and will otherwise reasonably cooperate in providing any other financial information reasonably requested by ABOC for this purpose. The Debtor will provide to ABOC such other reports and information as the Bond Trustee may reasonably request from time to time. A copy of the Motion is available at: http://bankrupt.com/misc/ilnb17-09308-31.pdf About Mack Industries Headquartered in Tinley Park, Illinois, Mack Industries, LTD -- http://www.mackcompanies.com/-- provides real estate management services. The Company owns, develops, constructs, leases, and manages real estate properties. MACK serves customers in the State of Illinois. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 17-09308) on March 24, 2017, estimating its assets at between $1 million and $10 million and liabilities at between $10 million and $50 million. Judge Carol A. Doyle presides over the case. Eric G Zelazny, Esq., at the Law Offices Of Eric G. Zelazny serves as the Debtor's bankruptcy counsel. MEMORIAL PRODUCTION: Davis Polk Advises Noteholders in Ch. 11 ------------------------------------------------------------- Davis Polk advised an ad hoc group of holders of the senior unsecured notes of Memorial Production Partners LP (the "Partnership") in connection with the successful chapter 11 restructuring of the Partnership and certain of its subsidiaries (collectively with the Partnership, "MEMP"). On April 14, 2017, MEMP's plan of reorganization, which Davis Polk played a leading role in structuring and negotiating, was confirmed by the Bankruptcy Court for the Southern District of Texas. The confirmed Plan became effective on May 4, 2017, with MEMP's emergence from bankruptcy; the Partnership emerged as a new corporation under the name Amplify Energy Corp. Amplify Energy emerged with more than $1.3 billion of the Partnership's debt eliminated from its balance sheet and significantly enhanced financial flexibility. Upon emergence the members of the ad hoc group now own a majority of the outstanding equity of Amplify Energy. Prior to MEMP's January 16, 2017, bankruptcy filing, Davis Polk represented the ad hoc group in negotiating a Plan Support Agreement with MEMP and MEMP's revolving credit facility lenders. The Plan was ultimately confirmed following litigation, and ultimately settlement with, a significant objecting shareholder. Under the Plan, the senior unsecured noteholders will receive (i) 98% of the equity of Amplify Energy (subject to dilution by five-year 8% warrants struck at par plus accrued interest being provided to unit holders and a management incentive plan) and (ii) a pro rata share of an additional cash payment of approximately $25 million. Members of the ad hoc group include Brigade Capital Management LP, Citadel LLC, Fir Tree Partners, Trust Asset Management LLC and York Capital Management Global Advisors, LLC. Amplify Energy is engaged in the acquisition, production and development of oil and natural gas properties in the United States and is headquartered in Houston, Texas. Amplify Energy is moving forward as a corporation for U.S. federal income tax purposes. The Davis Polk insolvency and restructuring team included partner Brian M. Resnick and associates Angela M. Libby and Erik Jerrard. The corporate team included partner Kirtee Kapoor and associate Jeffrey C. Lau. The credit team included partner Lawrence E. Wieman and associate Vivian Y. Wong. The capital markets team included partner Derek Dostal. The tax team included partner Kathleen L. Ferrell. The executive compensation team included counsel Ron M. Aizen. Members of the Davis Polk team are based in the New York and Menlo Park offices. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. About Memorial Production Partners LP Memorial Production Partners LP -- http://www.memorialpp.com/-- is a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. MEMP's properties consist of mature, legacy oil and natural gas fields. MEMP is headquartered in Houston, Texas. Memorial Production Partners LP, Memorial Production Finance Corporation and their debtor-affiliates filed a Chapter 11 petition (Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017. The cases are assigned before the Hon. Marvin Isgur. The Debtors are represented by Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New York. The Debtors' financial advisor is Perella Weinberg Partners LP. The Debtors' Restructuring Advisor is Alixpartners, LLP. The Debtors' claims, noticing, and solicitation agent is Rust Consulting/Omni Bankruptcy. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated debts of $1 billion to $10 billion. METCOM NETWORK: Hires ACT Financial & Tax Services as Accountants ----------------------------------------------------------------- Metcom Network Services, Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ ACT Financial & Tax Services, LLC as additional accountants solely for the purposes of preparing tax returns, on a flat fee basis for each return prepared. The Debtor requires ACT to prepare its 2016 corporate income tax returns to be filed with the IRS, the New York State and New York City, on a flat fee basis of $3,500 plus reimbursement of out-of-pocket expenses. Cristina Andreana, CPA, owner of ACT Financial & Tax Services, LLC, attests that ACT is a disinterested person as that term is defined in the Bankruptcy Code. The Firm can be reached through: Cristina Andreana, CPA ACT Financial & Tax Services, LLC 992 High Ridge Road, 2nd Floor Stamford, CT 06905 Phone: (203) 327-5010 Fax: (203) 548-9207 Email: cristina@actcpa.com About Metcom Network Services Metcom Network Services, Inc. is a New York corporation, with its principal place of business at 60 Hudson Street, New York, NY, Suites 1001 and 2303. Metcom is owned 50% by Mark DuMoulin, Sr. and 50% by Susan Becker DuMoulin. Metcom is in the business of telecommunications, building and local interconnection and engineering support, including the colocation of customer equipment. Metcom sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11870) on June 28, 2016. The petition was signed by Mark DuMoulin, Sr., president. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor is represented by Neil H. Ackerman, Esq., at Ackerman Fox, LLP. ACT Financial & Tax Services, LLC has been tapped as accountant. No trustee, examiner, or committee of creditors has been appointed in this case. MICHAEL SCHUGG: Grant Lyon Appeals Ruling Tossing Road Easement Row ------------------------------------------------------------------- Christine Powell, writing for Bankruptcy Law360, reports that G. Grant Lyon, the Chapter 11 trustee for the bankruptcy estate of Michael and Debra Schugg, filed with the Ninth Circuit a petition for rehearing or rehearing en banc concerning the court's April ruling that vacated a district court's May 2012 conclusion that an easement for a road that cuts across tribal land in Arizona permitted him to develop a piece of land into a housing tract. Michael Schugg and Debra Schugg declared bankruptcy in 2004. G. Grant Lyon was appointed the Chapter 11 Trustee of the Schuggs' bankruptcy estate. MILFORD AUTO: Hires Fellrath as Bankruptcy Counsel -------------------------------------------------- Milford Auto Repair, LLC seeks authorization from the US Bankruptcy Court for the Eastern District of Michigan, Southern Division, to employ Richard F. Fellrath as its counsel at the normal hourly rate of $200.00. Services to be provided by Mr. Fellrath are: 1. draft the Debtor's petition and associated documents required for a valid Chapter 11 petition; 2. assist with negotiations with the Debtor's business customers and creditors; 3. assist the Debtor with required filings with the US Trustee and the Bankruptcy court; 4. appear at required hearings in the Bankruptcy Court and with the US Trustee; 5. assist the debtor in possession in the drafting and negotiation of a plan of reorganization. Richard F. Fellrath attests that he is disinterested and eligible for the appointment as the attorney to represent the Debtors and his appointment is in the best interest of this estate and is consistent with Sections 101(14), 327 and 330 of the Bankruptcy Code. The Counsel can be reached through: Richard F. Fellrath 4056 Middlebury Dr. Troy, MI 48085 Tel: (248) 519-5065 Email: lawfell@wowway.com About Milford Auto Repair, LLC Milford Auto Repair, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Mich. Case No. 17-43368) on March 10, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Richard F. Fellrath, Esq. NEPHROS INC: Chief Financial Officer Astor Now Serving Full-Time ---------------------------------------------------------------- Andrew Astor became Nephros, Inc.'s full-time chief financial officer effective May 1, 2017, according to a regulatory filing with the Securities and Exchange Commission. Mr. Astor joined the Company as CFO on Feb. 13, 2017. His annual base salary is $250,000. Mr. Astor was granted on May 1, 2017, a 10-year stock option to purchase an aggregate of 418,709 shares of the Company's common stock pursuant to the Company's 2015 Equity Incentive Plan. The option is exercisable at a price of $0.293 per share, which represents the closing sale price of the Company's common stock on the grant date. Mr. Astor's right to purchase the shares vests, subject to his continued employment, as follows: * 12.5% of the shares subject to the option vest on the first anniversary of the grant date; * 37.5% of the shares subject to the option vest in twelve equal quarterly installments, with the first installment vesting three months following the first anniversary of the grant date; * 20% of the shares subject to the option will vest, if ever, upon approval of listing of the Company's common stock on the NASDAQ Stock Market, New York Stock Exchange or such other national securities exchange approved by the Board; * 10% of the shares subject to the option will vest, if ever, on the February 1st following the Company's first completed fiscal year in which annual revenue exceeds $6,000,000; and * 20% of the shares subject to the option will vest, if ever, on the February 1st following the Company's first completed fiscal year in which annual revenue exceeds $10,000,000. Mr. Astor, age 60, is a technology and business executive with 30 years of financial and operating experience. Mr. Astor was most recently president and chief financial officer at Open Source Consulting Group, a growth stage services firm. Previously, he was a managing director at Synechron, a global consulting organization, from 2013 to 2015. From 2009 to 2013, he served as Vice President at Asurion, a large, privately-held insurance company. Mr. Astor was co-founder of the software company EnterpriseDB, and served as its CEO from 2004 to 2008. Mr. Astor was Vice President, Strategic Solutions at webMethods, a software firm, from 2002 to 2004 and Vice President of Transactional Products at Dun & Bradstreet from 1998 to 2001. Prior to 1998, Mr. Astor held various roles at American Management Systems, SHL/MCI Systemhouse, and Ernst & Young. Mr. Astor received his Bachelor of Arts in Mathematics from Clark University, and his MBA from The Wharton School at the University of Pennsylvania. About Nephros, Inc. River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which it calls ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate. Nephros reported a net loss of $3.032 million on $2.320 million of total net revenues for the year ended Dec. 31, 2016, compared with a net loss of $3.088 million on $1.944 million of total net revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, the Company had $2.7 million in total assets, $2 million in total liabilities and $667,000 of total stockholders' equity. Moody, Famiglietti & Andronico, LLP, in Tewksbury, MA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. It said, "[T]he Company has incurred negative cash flow from operations and recurring net losses. These conditions, among others, raise substantial doubt about its ability to continue as a going concern." NEW JERSEY MICRO-ELECTRONIC: Wants to Use Spencer's Cash Collateral ------------------------------------------------------------------- New Jersey Micro-Electronic Testing, Inc., asks for permission from the U.S. Bankruptcy Court for the District of New Jersey to use cash collateral of Spencer Savings Bank, SLA. On April 7, 2014, the Debtor and Spencer entered into a loan and security agreement pursuant to which Spencer agreed to make revolving loans to the Debtor in an amount of up to $250,000. To secure its obligations under the Agreement, the Debtor granted Spencer a blanket security interest in substantially all of the Debtor's assets, including, among other things, cash, accounts receivable, present and future accounts, general intangibles, inventory, and machinery and equipment. The Debtor pays Spencer $805.56 monthly under the Agreement. As of the Petition Date, the Debtor owed Spencer $250,000. The Debtor's assets subject to Spencer's security interest have an aggregate value in excess of $450,000. Thus, the Debtor believes that Spencer's claim is over-secured based upon the value of its collateral. Notwithstanding the fact that the equity cushion enjoyed by Spencer is sufficient to provide it with adequate protection without more, the Debtor proposes to (a) continue its payments to Spencer as required under the Agreement and (b) provide Spencer with replacement liens on certain of its post-petition assets to protect Spencer from any diminution in the value of its collateral. As of the Petition Date, the Debtor doesn't have sufficient unencumbered cash to fund its business operations. Absent the ability to use cash collateral, the Debtor will be unable to pay insurance, wages, rent, utility charges, and other critical operating expenses. Consequently, without access to cash collateral, the Debtor will not be able to maintain its business operations and continue its restructuring efforts, and would likely be forced to cease operations and liquidated. The Debtor's estate would be immediately and irreparably harmed. The Debtor cannot obtain funds sufficient to administer its estates and operate its business other than by obtaining the relief requested. Spencer was adequately protected as of the Petition Date by an equity cushion in its collateral in an amount in the approximate amount of $200,000. Based on the equity cushion alone, the Debtor should be granted authority to use the cash collateral. The Debtor proposes to grant to Spencer replacement liens on its collateral and provide it with period payments going forward. As protection for any diminution in value of Spencer's interests, the Debtor requests that the Court grant Spencer security interests in and upon the Debtor's postpetition cash and accounts receivable. In addition to the proposed replacement liens and its equity cushion, Spencer will be protected as a result of the continuation of the Debtor's payments under the Agreement with Spencer. These payments will avoid any increase in the amount of Spencer's claim on a going forward basis, while the Debtor formulates its reorganization plan. A copy of the Motion and the budget is available at: http://bankrupt.com/misc/njb17-18977-5.pdf About New Jersey Micro-Electronic Testing Clifton, New Jersey-based New Jersey Micro-Electronic Testing, Inc. -- http://njmetmtl.com/-- provides professional electronic component testing to the commercial, military, aerospace, industrial and automotive fields worldwide for nearly 40 Years. The Company posted gross revenue of $2.25 million in 2016 compared to gross revenue of $2.59 million in 2015. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 17-18977) on May 1, 2017, listing $483,782 in total assets and $4.68 million in total liabilities. The petition was signed by Giacomo Federico, president. Judge John K. Sherwood presides over the case. Matteo Percontino, Esq., and Bruce J. Wisotsky, Esq., at Norris McLaughlin & Marcus, PA, serves as the Debtor's bankruptcy counsel. NGL ENERGY: Fitch Lowers LT Issuer Default Rating to B ------------------------------------------------------ Fitch Ratings has downgraded NGL Energy Partners, LP's (NGL) Long-Term Issuer Default Rating (IDR) to 'B' from 'B+' and its senior unsecured rating to 'B'/'RR4' from 'B+'/'RR4'. The Recovery Rating (RR) of 'RR4' reflects Fitch's expectations of average recovery prospects in the range of 31% to 50% in the event of default. Fitch has also downgraded NGL Energy Finance Corp.'s senior unsecured debt rating to 'B'/'RR4' from 'B+'/'RR4'. NGL Energy Finance Corp. is the co-issuer for NGL's senior unsecured notes. The Rating Outlook is Negative and reflects Fitch's concerns about liquidity and leverage. This stems from Fitch's revised expectations for EBITDA, distributable cash flow and leverage following management's guidance for 4QFY17 and FY18. On April 24, 2017, the partnership disclosed that exposure to line space values on the Colonial pipeline, continued challenges in crude marketing and transportation and lower propane volumes caused the partnership to negatively revise its guidance for FY17 to $380 million from prior guidance of $485 million to $500 million. Management expects adjusted EBITDA in FY18 to be in the range of $500 million to $525 million, significantly below consensus expectations. KEY RATING DRIVERS The 'B' IDR is supported by NGL's diverse assets located throughout the U.S., with diversity improved in a credit-positive manner with the completion of the Grand Mesa pipeline. Grand Mesa went into service on Nov. 1, 2016 and has long-term take-or-pay agreements in place with an average maturity of over nine years, which should benefit NGL's cash flows. The Negative Outlook reflects Fitch's expectations that NGL's leverage will remain elevated over the next several quarters. Leverage is expected to trend downward, but from very elevated levels given 4QFY17 and FY18 business conditions. Despite weakness in EBITDA, the partnership should benefit from Grand Mesa's completion and its long-term fee-based cash flows. Furthermore, with construction of the pipeline done, NGL's spending needs are greatly reduced. In the nine months ending Dec. 31, 2016 growth spending was $247 million, and for FY18 the partnership stated on its 3QFY17 earnings call that growth capex would be approximately $100 million for the full fiscal year in 2018. Concerns include NGL's high leverage, which is not expected to decrease as quickly as Fitch had previously forecasted. With ongoing high leverage and reduced cash flows, NGL's liquidity may be pressured given expectations for reduced covenant cushion on the bank agreement. Other concerns include NGL's history of rapid growth, which pressured the balance sheet. NGL's shippers for Grand Mesa bring some counterparty risk but Fitch believes it is not significant. Diverse Operations: NGL's assets are diverse and comprised of liquids (approximately 17% of EBITDA excluding corporate expenses for the first nine months of FY17), crude oil logistics (11%), water solutions (16%), retail propane (15%), and refined products and renewables (41%). Leverage: For the latest-12-months (LTM) ending Dec. 31, 2016, NGL's adjusted leverage was approximately 8.2x. Typically, borrowings decline in the fourth quarter of NGL's fiscal year as inventories are reduced and working capital requirements are lessened. Following NGL's updated projections for the fourth quarter of FY17, Fitch expects leverage to remain fairly unchanged for the fiscal yearend. EBITDA is forecasted to increase in FY18 and leverage should decline. However, the extent of NGL's ability to delever will be reliant on how prudently management handles cash flows and the balance sheet. Distributable Cash Flow and Distribution Coverage: For the LTM ending Dec. 31, 2016, distributable cash flow was $282 million, up from $277 million generated during FY16. With NGL's distribution reduction in FY17, NGL had strong distribution coverage of 1.3x for the LTM ending Dec. 31, 2016, which is an improvement from 0.9x for FY16. NGL has elected to extend to the distribution reduction in light of EBITDA weakness. Distributions may be held flat for up to an additional three quarters. NGL now targets distribution coverage of 1.3x for the long term. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for NGL include: -- Distributions remain flat in FY18; -- Adjusted EBITDA in FY17 is $380 million, in line with management's updated forecast; -- Adjusted EBITDA in FY18 is slightly below $500 million, well below Fitch's prior assumption of approximately $600 million; -- EBITDA growth occurs in FY18 largely due to Grand Mesa, which is assumed to generate $130 million for the full fiscal year based on management's prior guidance; -- FY17 leverage at year-end is approximately 8.2x. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- The Outlook may be revised to Stable if NGL enhances its liquidity position, which may include covenant relief, asset sales, and/or equity raises. -- Favorable rating changes for the IDR could occur if adjusted leverage was at or below 6.5x on a sustained basis; -- Stable fee-based arrangements accounting for greater than 60% of cash flows. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Reduced liquidity; -- Significant capital spending or acquisition activity financed in a manner that is detrimental to the credit profile (e.g., if not funded with a balance of debt and equity); -- Inability to delever from current levels to below 7.5x for a sustained period of time; -- Distribution coverage below 1x for a sustained period. LIQUIDITY At the end of 2016, NGL had $29 million of cash on the balance sheet. It also had a $2.484 billion secured bank facility composed of a $1.038 billion working capital facility, which is restricted by a borrowing base, and a $1.446 billion expansion facility. The working capital facility had borrowings of $875.5 million and letters of credit totaling $79.6 million. The expansion facility drew $638 million, leaving capacity of $808 million. NGL amended and restated its $2.484 billion secured credit facility with a $1.765 billion secured facility on Feb. 14, 2017. The new facility extends to Oct. 5, 2021. The working capital facility's capacity is $1 billion and it remains backed by a borrowing base. The expansion facility's capacity is $765 million. NGL has the ability to reallocate up to $400 million between the two facilities. In addition to the bank agreement having borrowing base restrictions on the working capital revolver, financial covenants do not allow leverage -- as defined by the bank agreement -- to exceed 4.75x or allow interest coverage to be below 2.75x. The new bank agreement has an additional financial covenant for the senior secured leverage ratio. The bank agreement was amended on March 31, 2017 and it reduced the maximum senior secured leverage ratio. Now it cannot exceed 3.25x and previously it was not to exceed 3.5x. NGL's senior secured leverage ratio was 1.8x as of Dec. 31, 2016. Its bank-defined leverage was 4.5x and interest coverage was 3.9x. With NGL's significantly lower expectations for EBITDA, Fitch believes that NGL's covenant cushion has drastically been reduced for the next few quarters. Debt balances in the third quarter of NGL's fiscal year tend to be above fourth-quarter balances, as inventories are reduced during the final quarter of the fiscal year. The bank definition of debt excludes the working capital borrowings and letters of credit for the leverage calculation. NGL gets pro forma EBITDA credit for acquisitions and material projects. Pro forma EBITDA credit for material projects or acquisitions is typical for master limited partnership (MLP) bank agreements. The partnership has senior secured notes due 2022 that will require semi-annual instalments of $25 million starting on Dec. 19, 2017. NGL does not have any significant debt maturities until 2019, when $384 million of senior unsecured notes come due. Also during 2019, NGL's $240 million of 10.75% convertible preferreds issued to OakTree Capital Management L.P. can be converted. FULL LIST OF RATING ACTIONS Fitch has downgraded the following: NGL Energy Partners LP -- Long-Term IDR to 'B' from 'B+'; -- Senior unsecured debt to 'B'/'RR4' from 'B+'/'RR4'. NGL Energy Finance Corp. -- Senior unsecured debt to 'B'/'RR4' from 'B+'/'RR4'. The Rating Outlook is Negative. NORTEL NETWORKS: Plans Support Agreement Now Effective ------------------------------------------------------ Nortel Networks Corporation ("NNC") and Nortel Networks Limited ("NNL" and together with NNC and certain of their Canadian affiliates subject to proceedings under Canada's Companies' Creditors Arrangement Act ("CCAA"), "Nortel Canada") on May 8, 2017, announced the effectiveness of the Settlement and Plans Support Agreement (the "Global Settlement and Support Agreement") entered into October 12, 2016, together with the effectiveness of the CCAA Plan of Arrangement approved by the Ontario Superior Court of Justice on January 24, 2017 (the "CCAA Plan"). As previously announced, the Global Settlement and Support Agreement resolves the allocation dispute regarding the approximately USD 7.3 billion of sale proceeds held in escrow as well as various other claims, disputes and matters among the parties thereto. Pursuant to the Global Settlement and Support Agreement, Nortel Canada is entitled to receive 57.1065% of the sale proceeds in escrow, being approximately USD4.156 billion. The Global Settlement and Support Agreement also provides for, among other things, the release to Nortel Canada of approximately USD237 million of other sale proceeds plus a further amount of sale proceeds relating to the transfer of I.P. addresses by Nortel Canada currently held subject to various court orders, as well as payment to Nortel Canada of USD35 million on account of reimbursement of various costs incurred in connection with the asset sales. Funds are expected to be received by NNL from escrow beginning on May 11, 2017, with the balance of funds anticipated to be received over the course of May 2017. The CCAA Plan also became effective on May 8, 2017. In addition to implementing the Global Settlement and Support Agreement, the CCAA Plan contemplates, among other things, the substantive consolidation of the assets and liabilities of Nortel Canada, the payment of proven priority claims and the making of pro rata distributions to unsecured creditors of Nortel Canada. Subject to receipt of NNL's allocation entitlement and the satisfaction of certain other conditions to the implementation of the CCAA Plan, initial distributions to unsecured creditors are expected to be made beginning in the late June or early July 2017 timeframe. Ernst & Young Inc., the court-appointed monitor in the CCAA proceedings of Nortel Canada, has previously reported its expectation that unsecured creditors will recover in total between CA 45 cents to CA 49 cents for creditors entitled to be paid in Canadian dollars, and US 41.5 cents to US 45 cents for creditors entitled to be paid in U.S. dollars. As previously announced, holders of NNC common shares and NNL preferred shares are not expected to receive any distribution or other compensation pursuant to the CCAA Plan. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. According to The Wall Street Journal, Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the outcome: a modified pro rata split of the money. NUVERRA ENVIRONMENTAL: Has Interim Nod to Obtain DIP Financing -------------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware has authorized Nuverra Environmental Solutions, Inc., along with affiliates, to obtain financing on an interim basis and use cash collateral. A final hearing to consider the approval of the DIP Financing will be held on May 31, 2017, at 2:00 p.m. (ET). A copy of the court order is available at http://bankrupt.com/misc/deb17-10949-58.pdf The Debtors are authorized to obtain from: a. the DIP Term Facility Lenders including Wilmington Savings Fund Society, FSB, as administrative agent, an aggregate principal amount equal to $2,500,000; b. DIP Revolving Facility Lenders including Wells Fargo Bank, National Association, as administrative agent, collateral agent, an aggregate principal amount up to $10,000,000, and c. the DIP Term Facility Lenders an aggregate principal amount equal to $7,500,000. The DIP Revolving Facility Obligations will constitute senior administrative expense claims and the DIP Term Facility Obligations will constitute senior administrative expense claims, in each case, against each debtor with priority in payment over any and all administrative expenses at any time existing or arising. As security, the DIP Revolving Facility Agent for the benefit of the DIP Revolving Facility Parties, and the DIP Term Facility Collateral Agent for the benefit of the DIP Term Facility Parties are granted valid, perfected, and unavoidable security interests in and liens upon any and all present and after-acquired tangible and intangible property and assets of the Debtors and their estates. As adequate protection, Existing Revolving Facility parties are granted: (a) payment of regularly scheduled cash interest and regularly scheduled letter of credit fees, calculated at the non-default rate under the Existing Revolving Credit Agreement, during the pendency of the cases; (b) payments in cash in no event later than 15 days following the filing and service of an invoice with the Court, of reasonable and documented out-of-pocket fees, costs and expenses whether due on or prior to, or from and after, the Petition Date to the existing Revolving Facility Parties, as they become due and owing as set forth in the Existing Revolving Facility Documents; (c) continuing valid, binding, enforceable, unavoidable and fully perfected postpetition replacement liens on and security interests in the postpetition collateral, which liens will be subject to and junior in priority only to the carve-out and any perepetition permitted liens; and (d) superpriority administrative expense claims. As adequate protection, Existing Term Facility Parties are granted: (a) payment of regularly scheduled interest in-kind, calculated at the non-default rate under the Existing Term Credit Agreement, during the pendency of the cases; (b) payments in cash no later than 15 days following the filing and service of any invoice with the Court, of reasonable and documented out-of-pocket fees, costs and expenses whether due on or prior to, or from and after, the Petition Date to the Existing Term Facility Parties, as applicable, as they become due and owing; (c) continuing valid, binding, enforceable, unavoidable and fully perfected postpetition replacement liens on and security interests in the postpetition collateral, which liens will be subject to and junior in priority only to the carve-out; and (d) superpriority administrative expense claims. The Second Liens Parties, as adequate protection, are granted: (a) valid, binding, enforceable, unavoidable and fully perfected postpetition replacement liens on and security interests in the Second Lien Collateral, which liens will be subject to and junior in priority to the DIP Liens, the Existing Revolving Facility Liens, the Existing Term Facility Liens and the carve-out; (b) payments in cash no later than 15 days following the filing and service of any invoice with the Court, of reasonable and documented out-of-pocket fees, costs and expenses whether due on or prior to, or from and after, the Petition Date to the Second Lien Parties, as applicable, as they become due and owing as set forth in the Second Lien Documents; (c) superpriority administrative expense claims. An immediate and critical need exists for the Debtors to use cash collateral for the purposes of providing adequate protection to the Existing Revolving Facility Lenders of their interests in pari passu collateral. About Nuverra Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides environmental solutions to customers focused on the development and ongoing production of oil and natural gas from shale formations. The Scottsdale, Arizona-based Company operates in shale basins where customer exploration and production activities are predominantly focused on shale and natural gas. Nuverra Environmental Solutions, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on May 1, 2017. As of March 31, 2017, Nuverra had $342.6 million in total assets and $534.5 million in total liabilities. The Hon. Kevin J. Carey is the case judge. Shearman & Sterling LLP is serving as bankruptcy counsel to the Debtors, with the engagement led by Fredric Sosnick, Esq., Sara Coelho, Esq., and Stephen M. Blank, Esq. Young Conaway Stargatt & Taylor, LLP, is the local bankruptcy co-counsel, with the engagement led by Jaime Luton Chapman, Esq., Pauline K. Morgan, Esq., and Kenneth J. Enos, Esq. AP Services, LLC, is the Debtors' restructuring advisors, with the engagement led by Robert Albergotti, and Dan Kelsall. Prime Clerk LLC is the claims and noticing agent. NVA HOLDINGS: $150MM Debt Issuance No Impact on Moody's B3 CFR -------------------------------------------------------------- Moody's Investors Service stated veterinary hospital operator NVA Holdings, Inc. (B3 stable) announcement on May 8 that it intends issue up to $150 million in debt, proceeds of which will be used to fund the purchase of 42 facilities under signed letters of intent as a credit positive. Despite a modestly negative impact on credit metrics from the incremental financing, Moody's believes that continued execution of the company's growth strategies is a credit positive as the company successfully executes its growth strategies and achieves scale with revenues expected to approach $1 billion. The proposed transaction does not have an impact on the company's B3 Corporate Family Rating, the B1 first lien term loan rating, the Caa2 second lien term loan rating or the stable rating outlook. Based in Agoura Hills, California, NVA Holdings, Inc. ("NVA") is a leading provider of veterinary medical services, operating over 400 locally-branded animal hospitals across the United States, Australia and Canada with pro-forma revenues approaching $1 billion. ORBITE TECHNOLOGIES: Under CCAA Protection, PwC Named as Monitor ---------------------------------------------------------------- Orbite Technologies Inc., of the City of Saint-Laurent, Province of Quebec, filed a petition for continuance of the Bankruptcy and Insolvency Act proceedings under the Companies' Creditors Arrangement Act. The Superior Court of Quebec granted the petition and issued an initial order pursuant to the CCAA on April 28, 2017. The Company is now under creditor protection. The Initial CCAA Order provides for an initial stay of all proceedings until May 29, 2017, and appointment of PricewaterhouseCoopers as monitor of the business and financial affairs of the Company. Copy of the initial order is available at http://www.pwc.com/ca/orbitetechnologies The monitor can be reached at: PricewaterhouseCoopers Inc. Attn: Christian Bourque, CPA, CA, CIRP, LIT 1250 Rene Levesque Blvd. West, Suite 2500 Montreal, QC H3B 4Y1 Tel: 514-205-5000 Fax: 514-205-5694 Email: christian.bourque@ca.pwc.com Orbite Technologies Inc. (TSX:ORT)(OTCQX:EORBF) -- http://www.orbitetech.com/English/-- is a Canadian cleantech company based in Montreal, Canada. It specialized in extracting processes for mining industry, especially alumina extraction. PANDA TEMPLE: Hires Prime Clerk as Claims and Noticing Agent ------------------------------------------------------------ Panda Temple Tower, LLC and its debtor- affiliates seek authorization from the US Bankruptcy for the District of Delaware to employ Prime Clerk LLC as claims and noticing agent. Services to be rendered by Prime Care are: (a) prepare and serve required notices and documents in these chapter 11 cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and/or the Court; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs, listing the Debtors' known creditors and the amounts owed thereto; (c) maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party-in-interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service; (g) process all proofs of claim received, including those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim in a secure area; (h) maintain the official claims register for each Debtor on behalf of the Clerk; (i) provide public access to the Claims Registers, including complete proofs of claim with attachments, if any, without charge; (j) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; (k) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (l) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Prime Clerk, not less than weekly; (m) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's review; (n) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; (o) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (p) assist in the dissemination of information to the public and respond to requests for administrative information regarding these chapter 11 cases as directed by the Debtors or the Court, including through the use of a case website and/or call center; (q) monitor the Court's docket in these chapter 11 cases and, when filings are made in error or containing errors, alert the filing party of such error and work with them to correct any such error; (r) contact the Clerk's office within three days of notice to Prime Clerk of entry of the order converting the cases, if these chapter 11 cases are converted to cases under chapter 7 of the Bankruptcy Code; (s) thirty (30) days prior to the close of these chapter 11 cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing Prime Clerk as Claims and Noticing Agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of these chapter 11 cases; (t) within seven days of notice to Prime Clerk of entry of an order closing these chapter 11 cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of the chapter 11 cases; and (u) at the close of these chapter 11 cases, (i) box and transport all original documents, in proper format, as provided by the Clerk's office, to (A) the Philadelphia Federal Records Center, 14700 Townsend Road, Philadelphia, PA 19154 or (B) any other location requested by the Clerk's office; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived claims. Current Claim and Noticing Hourly Rates are: Analyst $30-$50 Technology Consult $35-$95 Consultant/Senior Consultant $65/$160 Director $170-$195 Solicitation Consultant $185 Director of Solicitation $210 Michael J. Frishberg, Co-President and Chief Operating Officer of Prime Clerk LLC, attests that Prime Clerk is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code with respect to the matters upon which it is engaged. The Firm can be reached through: Michael J. Frishberg Prime Clerk LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: 212-257-5445 Email: mfrishberg@primeclerk.com About Panda Temple Panda Temple Power, LLC and Panda Temple Power Intermediate Holdings II, LLC filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10839) on April 17, 2017. Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I Generating Station, a clean, natural gas-fueled, 758-megawatt combined-cycle electric generating facility located in Temple, Texas. The Temple I Project utilizes advanced emissions-control technology, making it one of the cleanest natural gas-fueled power plants in the United States. Employing "quick start" turbines, which can achieve 50% power production in 10 minutes and a full baseload capacity in 30 minutes, the Temple I Project can supply the power needs of up to 750,000 homes. The Temple I Project was originally financed with approximately $377 million of secured debt and $375 million of equity. Approximately $100 million of the equity investment was provided by Panda Funds, with the remaining $275 million provided by third party co-investors. Construction of the Temple I Project began in July 2012 and commercial operations commenced in July 2014. In March 2015, the original secured debt was refinanced with approximately $400 million of secured debt under the Prepetition Credit Agreement. Panda Temple Power Intermediate Holdings II, LLC is a holding company with no assets other than its ownership interests in Temple I. In 2016, the Debtors' total revenue from energy sales was approximately $71.9 million and its EBITDA was $17.8 million. The cases are pending before the Honorable Laurie Selber Silverstein.. The Debtors have hired Richards, Layton & Finger, P.A. and Latham & Watkins LLP as attorneys; Ducera Partners LLC as financial advisors; and Prime Clerk LLC as claims and noticing agent. PARAGON SHIPPING: Closes $500,000 Financing with Investor --------------------------------------------------------- Paragon Shipping Inc. entered into a securities purchase agreement with an unrelated third party on April 27, 2017, pursuant to which, the Company sold a $500,000 principal amount convertible note to the Investor for gross proceeds of $500,000. The Financing closed on May 1, 2017. The Note will mature on April 27, 2018, and will bear interest at the rate of 5% per annum, which will be payable on the maturity date or any redemption date and may be paid, in certain conditions, through the issuance of Class A common shares, at the discretion of the Company. The Note will be convertible into the Company's Class A common shares, par value $0.001 per share, at a conversion price equal to 93% of the lowest volume weighted average price of the Common Stock during the 21 trading days prior to the conversion date. At no time will the Investor be entitled to convert any portion of Convertible Note to the extent that after such conversion, the Investor (together with its affiliates) would beneficially own more than 4.99% of our outstanding Common Stock as of such date. The Note contains standard anti-dilution protection. The Note includes customary event of default provisions, and provides for a default interest rate of 18%. Upon the occurrence of an event of default, the Investor may require the Company to redeem all or any portion of the Note (including all accrued and unpaid interest), in cash, at a price equal to the greater of (i) the product of (A) the amount to be redeemed multiplied by (B) 127.5% (or 100% if an insolvency related event of default) and (ii) the product of (X) the conversion price in effect at that time multiplied by (Y) the product of (1) 127.5% (or 100% if an insolvency related event of default) multiplied by (2) the greatest closing sale price of the Company's Common Stock on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company makes the entire redemption payment required to be made. The Company has the right at any time to redeem all, but not less than all, of the total outstanding amount then remaining under the Note in cash at a price equal to 127.5% of the total amount of the Note then outstanding. The Purchase Agreement contains customary representations, warranties and covenants by, among and for the benefit of the parties. The Purchase Agreement also provides for indemnification of the Investor and its affiliates in the event that the Investor incurs losses, liabilities, obligations, claims, contingencies, damages, costs and expenses related to a breach by us of any of our representations, warranties or covenants under the securities purchase agreement. The Company's issuance of the Note and the Conversion Shares is exempt from registration under the Securities Act of 1933, as amended, pursuant to the exemption from registration provided by Rule 903 of Regulation S. About Paragon Shipping Inc. Paragon Shipping -- http://www.paragonship.com/-- is an international shipping company incorporated under the laws of the Republic of the Marshall Islands with executive offices in Athens, Greece, specializing in the transportation of drybulk cargoes. Paragon Shipping's current newbuilding program consists of three Kamsarmax drybulk carriers that are scheduled to be delivered in the third and fourth quarters of 2016. The Company's common shares trade on the OTC Markets' OTCQB Venture Market under the symbol "PRGNF", and FINRA has designated its Senior Unsecured Notes as corporate bonds that are TRACE eligible under the symbol "PRGN4153414". Paragon Shipping reported net income of $23.79 million on $1.98 million of net revenue for the year ended Dec. 31, 2016, compared to a net loss of $268.7 million on $33.71 million of net revenue for the year ended in 2015. The Company's balance sheet at Dec. 31, 2016, showed total assets of $715,900, total liabilities of $19.30 million, and a stockholders' deficit of $18.58 million. Ernst & Young (Hellas) Certified Auditors-Accountants S.A. in Athens, Greece, notes that the Company disclosed that as of Dec. 31, 2016 it was not current with certain payments due in respect with the unsecured senior notes and it is probable that will be unable to meet scheduled interest payments. These conditions raise substantial doubt about its ability to continue as a going concern. PASSAGE VILLAGE: Hires Capozzi Adler as Special Counsel ------------------------------------------------------- Passage Village of Laurel Run Operations, LLC, a Delaware Limited Liability Company, and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Virginia to employ Capozzi Adler, PC as Special Counsel for the Debtors-in-Possession, nunc pro tunc to March 31, 2017. The Debtor requires Capozzi Adler, P.C. to provide services related to Pennsylvania regulatory and licensing compliance and Medicare, and Medicaid payment and compliance to the Debtors in these proceedings. Capozzi Adler, P.C. lawyers and professionals who will work on the Debtors' cases and their hourly rates are: Donald R. Reavey, Esq. $350 Daniel K. Natirboff, Esq. $350 Glenn A. Parno, Esq. $350 Bruce G. Baron, Esq. $350 Karen Fisher, paralegal $160 Linda Gussler, paralegal $160 Capozzi Adler, P.C. will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald R. Reavey, Esq., partner at Capozzi Adler, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. On March 24, 2017, the Debtors filed their application to employ and compensate Jackson Kelly PLLC as their primary and general bankruptcy counsel. Capozzi Adler, P.C. may be reached at: Donald R. Reavey, Esq. Capozzi Adler, P.C. 1200 Camp Hill Bypass Camp Hill, PA 17011 Tel: (717) 233-4101 E-mail: donr@capozziadler.com About Passage Midland, et al. Passage Midland Meadows Operations, LLC and three affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. S.D. W.Va. Lead Case No. 17-30092) on March 13, 2017. The affiliates are Passage Healthcare Property, LLC; Passage Longwood Manor Operations, LLC; and Passage Village of Laurel Run Operations, LLC. In its petition, Passage Midland estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petitions were signed by Andrew Turner, member-manager of Passage Healthcare, LLC, manager of Passage Midland. Passage Healthcare -- http://passagehealthcare.net-- is a senior living care provider founded in 2013 by Andrew Turner and William Lasky. The Hon. Frank W. Volk presides over the cases. Jackson Kelly PLLC represents the Debtors as counsel. An official committee of unsecured creditors has not been appointed in the Debtors' cases, according to a court docket. Judy A. Robbins, the United States Trustee for Region 4, appointed Margaret Barajas as the Patient Care Ombudsman for two of the Debtors: Passage Village of Laurel Run Operations and Passage Longwood Manor Operations. PAYLESS HOLDINGS: Files Exit Plan, Aims to Cut Debt to $469-Mil. ---------------------------------------------------------------- Payless Holdings LLC filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a Chapter 11 plan of reorganization that would reduce debt to $469 million. As of April 4, Payless and its affiliates had outstanding debt of as much as $838 million, which consists of a $187 million in secured debt under their asset-backed revolving credit facility, $506 million in secured debt under their first lien credit facility, and $145 million in secured debt under their second lien credit facility. If the plan is confirmed, the companies will exit bankruptcy with approximately 40% less funded debt. Payless has negotiated agreements with some existing lenders to obtain up to $305 million of asset-based financing and an $80 million new term loan to get the companies through bankruptcy. Under the plan, Payless' pre-bankruptcy first lien lenders will receive their pro rata share of 91% of the common equity of the reorganized company, among other things. Meanwhile, those who assert claims under the second lien credit facility will receive their pro rata share of 9% of the common equity in exchange for the discharge of obligations of the companies under the credit facility. The estimated recovery of general unsecured claims is still unknown but Payless believes the plan provides general unsecured creditors a recovery at a material premium over what they otherwise would receive under a priority waterfall recovery analysis. The plan does not contemplate the substantive consolidation of the bankruptcy estates. Instead, it constitutes a separate plan for each of the companies, according to the disclosure statement filed on April 25. A copy of the disclosure statement is available for free at https://is.gd/9SlbmK Payless proposes a July 24 hearing to consider confirmation of the reorganization plan, and a July 10 deadline for creditors to cast their votes accepting or rejecting the plan. About Payless Holdings Payless -- http://www.payless.com/-- was founded in 1956 as an everyday footwear retailer. It has more than 4,000 stores in more than 30 countries, and employs approximately 22,000 people. It is headquartered in Topeka, Kansas, but its operations span across Asia, the Middle East, Latin America, Europe, and the United States. Payless first traded publicly in 1962, and was taken private in May 2012. Payless Holdings, LLC currently owns, directly or indirectly, each of its 91 subsidiaries. Payless Holdings LLC (Bankr. E.D. Mo. Lead Case No. 17-42267) and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on April 4, 2017. The petitions were signed by Paul J. Jones, chief executive officer. At the time of the filing, the Debtors estimated their assets at $500 million to $1 billion and liabilities at $1 billion to $10 billion. The Debtors hired Alvarez & Marsal North America LLC as restructuring advisor; Prime Clerk LLC as claims, balloting and administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA counsel. On April 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. PLATINUM PARTNERS: Ex-Managing Director Wants Probe on Jury Leak ---------------------------------------------------------------- Cara Mannion, writing for Bankruptcy Law360, reports that former Platinum Partners managing director Daniel Small urges a New York federal court to hold a hearing to determine whether an FBI agent was behind alleged grand jury leaks about a probe into the hedge fund. Law360 relates that Mr. Small echoed arguments from Platinum Partners founder Mark Nordlicht and ex-coworkers accused of being involved in a $1 billion securities fraud scheme. About Platinum Partners Funds Platinum Partners' Platinum Partners Value Arbitrage Fund L.P. ("Master Fund") was registered with and regulated by the Cayman Islands Monetary Authority as a master fund. Platinum Partners Value Arbitrage Fund (International) Ltd. ("International Fund") was registered with and regulated by CIMA as a mutual fund. The International Fund offered participating shares to prospective investors. The International Fund's investment objective was to achieve superior capital appreciation through its indirect investment in the Master Fund. The Master Fund is a multi-strategy hedge fund. The Master Fund and International Fund each filed a voluntary petition under Chapter 15 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The Chapter 15 petitions were commenced on Oct. 18, 2016, by Christopher Barnett Kennedy and Matthew James Wright, the duly appointed joint provisional liquidators of Master Fund (in Provisional Liquidation) and the duly appointed joint official liquidators of International Fund (in Official Liquidation). Both Funds are in liquidation pursuant to the orders of the Financial Services Division of the Grand Court of the Cayman Islands (cause nos. FSD 131 of 2016 (AJJ) (Master Fund) and 118 of 2016 (AJJ) (International Fund) pursuant to Sections 92 and 104 of the Companies Law, of the Cayman Islands (2016 Revision) in relation to the International Fund and Master Fund, respectively. Contemporaneously with the Chapter 15 petitions, the Liquidators filed a motion with the Bankruptcy Court seeking the Bankruptcy Court's recognition of (i) the Cayman Liquidations as "foreign main proceedings" and (ii) their appointment as "foreign representatives" of the Funds. As of June 30, 2016, the Master Fund had total assets of $1,092,668,500. The Master Fund's total debt as of May 31, 2016, was $382,000,000. Holland & Knight LLP serves as counsel in the Chapter 15 cases. PUERTO RICO: Fitch Ratings Unchanged by PROMESA Bankr. Filing ------------------------------------------------------------- The Commonwealth of Puerto Rico's ratings are unchanged following the filing on May 3, 2017 by the Puerto Rico Oversight Board of a petition under Title III of the Puerto Rico Oversight, Management and Economic Stability Act (PROMESA), according to Fitch Ratings. The sales tax bonds of the Puerto Rico Sales Tax Financing Corporation (COFINA) and the pension funding bonds of the Employees Retirement System of the Commonwealth of Puerto Rico (ERS) are currently rated 'C' by Fitch and are on Rating Watch Negative. The 'C' rating indicates Fitch's belief that default of some kind on the COFINA and ERS bonds appears inevitable due to the Commonwealth's previously stated intent to restructure its debt. Although sales tax revenues pledged to COFINA continue to be set-aside per the flow of funds and debt service has been paid, there is significant uncertainty as to the eventual impact of a broader restructuring of the commonwealth's debt on COFINA bondholder protections. The ERS has begun to draw on the debt service reserve to make debt service payments. A default on the pension bonds is expected once the debt service reserve is depleted, which is expected as early as this month (May 2017). Under the Commonwealth's debt moratorium, enacted in April 2016, the Commonwealth has suspended transfers of employer contributions to the ERS in an amount equal to the debt service payable by the ERS and suspended the obligation of the ERS to transfer pledged funds to the trustee under the bond resolution. Fitch rates securities on which the Commonwealth has already failed to make full and timely payment 'D'. These securities include the general obligation (GO) bonds and government facilities revenue and revenue refunding bonds, issued by the PR Building Authority and guaranteed by the Commonwealth. The Commonwealth's Issuer Default Rating (IDR) remains 'RD', indicating that the issuer has defaulted on a select class of its debt. Other ratings of Commonwealth entities include: Puerto Rico Electric Power Authority (PREPA): The current rating of 'C' and the Rating Watch Negative continue to reflect Fitch's view that a payment default or restructuring of PREPA's debt obligations is inevitable. A common component of the PREPA restructuring plans being considered is the reduction of existing debt by means of a proposed distressed debt exchange. Puerto Rico Aqueduct and Sewer Authority (PRASA): PRASA's rating of 'C' and Negative Watch reflects Fitch's view that a payment default or restructuring appears inevitable. PRASA's fiscal plan recently approved by the Oversight Board projects annual shortfalls over the next 10 years absent significant cuts in debt service costs or sizeable rate increases that may be untenable. To date, PRASA has made all payments related to its rated bonds, although PRASA entered into forbearance agreements related to its state revolving fund and rural development obligations in June 2016 and currently owes more than $70 million to contractors. Housing Finance Authority (HFA): Fitch currently rates two of the Authority's outstanding bond issues; both ratings are on Rating Watch Negative: -- Puerto Rico Housing Finance Authority capital fund modernization program subordinate bonds (Puerto Rico Housing Projects), series 2008 (Non-AMT) 'A'. The capital fund bonds are secured by payments from Puerto Rico Public Housing Administration's public housing HUD capital fund annual appropriations; -- Puerto Rico Housing Finance Authority mortgage-backed certificates, 2006 series A 'AAA'. The certificates are limited obligations of the issuer secured by the revenues and assets of a trust indenture portfolio of GNMA and FNMA MBS. PUERTO RICO: Insurers Sue Govt. for Violating Restructuring Law --------------------------------------------------------------- Rick Archer, writing for Bankruptcy Law360, reports that Assured Guaranty Corp. and National Public Finance Guarantee Corp., insurers of $9 billion of Puerto Rico's $70 billion debt, filed a lawsuit against the government and fiscal oversight board, claiming that the commonwealth's plan breaches restructuring law. The Insurers, according to Law360, told a federal court that the commonwealth's fiscal plan illegally prioritizes government spending over debt service. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States. The chief of state is the President of the United States of America. The head of government is an elected Governor. There are two legislative chambers: the House of Representatives, 51 seats, and the Senate, 27 seats. The governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son of former governor Pedro Rossello. In 2016, the U.S. Congress passed PROMESA, which, among other things, created the Financial Oversight and Management Board and imposed an automatic stay on creditor lawsuits against the government, which expired May 1, 2017. The members of the oversight board are: (i) Andrew G. Biggs, (ii) Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J. Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii) David A. Skeel Jr. On May 3, 2017, the Commonwealth of Puerto Rico filed a petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The case is pending in the United States District Court for the District of Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's PROMESA petition is posted at: http://bankrupt.com/misc/17-01578-00001.pdf The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose LLP and Hermann D. Bauer, Esq., at O'Neill & Borges LLC are onboard as attorneys. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Jones Day is serving as counsel to certain ERS bondholders. Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General Obligation Bondholders. PUERTO RICO: Two Law Firms File FINRA Claim Against UBS Financial ----------------------------------------------------------------- The Securities Arbitration Law Firm of Klayman & Toskes, P.A., www.sueubspuertorico.com, together with Carlo Law Offices, P.S.C. located in Puerto Rico, on May 5, 2017, disclosed that they filed a FINRA claim against UBS Financial Services Incorporated of Puerto Rico and UBS Financial Services, Inc. (collectively "UBS") for $15 million. The claim has been filed in the wake of Puerto Rico's recent bankruptcy filing, which is the largest in U.S. Municipal history. According to the Claim, the Claimant entrusted his retirement assets to UBS with an investment objective of current income and capital preservation. Contrary to these objectives, UBS concentrated his account in Puerto Rico Government Bonds ("PRGBs") and its proprietary Puerto Rico closed-end bond funds ("UBS PR CEBFs"), which are leveraged with UBS Bank USA Loans. UBS purchased and held for Claimant PRGBs and UBS PR CEBFs, both of which are closely tied to the performance of Puerto Rico's economy. The Claimant believed the purchases were consistent with his risk tolerance. However, the over concentration in these PRGBs and UBS PR CEBFs resulted in excessive risks, which were exacerbated by the use of UBS' Bank Loans. UBS failed to disclose to Claimant the risks associated with over concentrating his account in these securities. Ultimately, the Claimant suffered losses which were precipitated by margin calls since his illiquid securities were utilized as collateral. The sole purpose of this release is to investigate, on behalf of our clients, the sales practices of UBS in connection with unsuitable investment recommendations provided to their customers. Current and former customers of UBS who have information relating to the investment advice provided by UBS related to Puerto PRGBs and UBS PR CEBFs, are encouraged to contact Steven D. Toskes of Klayman & Toskes or Osvaldo Carlo of Carlo Law Offices, at (787)268-6444, or visit the Web site http://www.sueubspuertorico.com/ About Klayman & Toskes, P.A. K&T is a national securities law firm which practices exclusively in the field of securities arbitration and litigation, on behalf of retail and institutional investors throughout the world in large and complex securities matters. The firm represents high net-worth, ultra-high-net-worth, and institutional investors, such as non-profit organizations, unions, public and multi-employer pension funds. K&T has office locations in California, Florida, New York and Puerto Rico. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States. The chief of state is the President of the United States of America. The head of government is an elected Governor. There are two legislative chambers: the House of Representatives, 51 seats, and the Senate, 27 seats. The governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son of former governor Pedro Rossello. In 2016, the U.S. Congress passed PROMESA, which, among other things, created the Financial Oversight and Management Board and imposed an automatic stay on creditor lawsuits against the government, which expired May 1, 2017. The members of the oversight board are: (i) Andrew G. Biggs, (ii) Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J. Gonzalez, (v) Jose R. Gonzâ€ lez, (vi) Ana. J. Matosantos, and (vii) David A. Skeel Jr. On May 3, 2017, the Commonwealth of Puerto Rico filed a petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The case is pending in the United States District Court for the District of Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's PROMESA petition is posted at http://bankrupt.com/misc/17-01578-00001.pdf The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose LLP and Hermann D. Bauer, Esq., at O'Neill & Borges LLC are onboard as attorneys. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Jones Day is serving as counsel to certain ERS bondholders. Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General Obligation Bondholders. RENAISSANCE DEVELOPMENT: May Obtain $25,000 From Managing Member ---------------------------------------------------------------- The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey has granted Renaissance Development, LLC, authorization to obtain an unsecured loan of up to $25,000 from the Debtor's managing member, Paolo Rodia, on the terms and conditions set forth in the motion to be used to make debt service payments to Oritani Bank. As reported by the Troubled Company Reporter on March 30, 2017, the Debtor sought the Court's permission to obtain unsecured credit on a property in Pompton Plains, New Jersey, owned by another entity in which the Debtor's managing member has an equity interest. The Pompton Plains property is currently unencumbered and it is expected that the Debtor will be able to obtain sufficient financing which, when added to the amount that the Debtor's managing member will contribute to the Debtor, will be sufficient to payoff Oritani Bank. The purpose of the Loan is to use the proceeds to make interest only debt service payments to Oritani Bank pending a refinancing of the Pompton Plains property. About Renaissance Development Renaissance Development LLC owns a five-unit commercial property located at 301 Hoboken Road, Carlstadt, New Jersey. The Debtor sought Chapter 11 protection (Bankr. D.N.J. Case No. 16-29215) on Oct. 7, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by John P. Di Iorio, Esq., at Shapiro Croland Reiser Apfel & Di Iorio. SABRA HEALTH: Fitch Puts BB+ Ratings on Rating Watch Positive ------------------------------------------------------------- Fitch has placed the 'BB+' ratings of Sabra Health Care REIT (NASDAQ: SBRA) on Rating Watch Positive upon the announcement that SBRA will be merging with Care Capital Properties (NYSE: CCP, rated 'BBB-') in a stock-for-stock transaction. Upon completion of the merger and assuming the issuer completes the requisite financings, Fitch envisions upgrading SBRA's Long-Term IDR to 'BBB-'. KEY RATING DRIVERS Merger Improves Tenant Diversification / Relevance: The merger between SBRA and CCP meaningfully addresses some of the factors that Fitch had previously indicated could result in positive momentum on the ratings of both issuers, particularly SBRA. The primary factors behind SBRA's 'BB+'Long-Term IDR have been tenant concentration, asset concentration (the Forest Park Medical Center hospitals that SBRA owned at initiation) and relative access to capital. As asset concentration is no longer a consideration, this transaction reduces the largest tenant (Genesis HealthCare) from approximately 1/3 of net operating income to the low teens, and the larger scale should result in a more relevant REIT to the capital markets. While this transaction negates a significant portion of SBRA's progress diversifying from skilled nursing, Fitch has and continues to consider pure-play skilled nursing REITs as investment grade caliber (e.g. CCP and OHI), provided leverage is low and the portfolio is diversified by tenants with adequate rent coverage. Nonetheless, further deterioration in the operating environment for skilled nursing could result in negative momentum on the ratings. Leverage Neutral Transaction: Fitch expects the transaction will be leverage neutral at approximately 5x given the stock-for-stock consideration and similar pre-merger leverage profiles and financial policies. Fitch continues to expect that SBRA will operate with leverage between 4.5x to 5.5x. Fitch does not envision meaningful synergies beyond G&A. Similarly, Fitch expects unencumbered asset coverage of unsecured debt will be unchanged in the high 1x to low 2x range assuming a 10% to 12% cap rate. Improved Capital Markets Relevance: While Fitch views portfolio quality more so than size as one of the most important differentiators between high yield and investment grade REITs, Fitch nonetheless recognizes that larger REITs are more relevant in the capital markets and therefore have better access to capital. At a combined enterprise value of $7 billion, Fitch expects SBRA will have increased importance to its bank lending group. More importantly, the combined entity's debt load should be sufficient to allow it to issue bonds with enough issue liquidity and frequency to have more relevance to debt investors. Still Immature Capitalization: The aforementioned improved access to capital will be important for SBRA to address what will still be an immature capitalization at the time that the deal closes. Fitch expects SBRA will continue to rely on bank debt (approximately half of total debt pro forma) and have bullet maturity risk in 2022, when approximately 1/3 of debt will mature. The Rating Watch Positive that signals an investment grade rating is likely when the deal closes and assumes SBRA will make material strides in transitioning to a more mature capital stack. SBRA's cost and access to capital will likely be on the weaker end of the investment grade REIT spectrum, and sentiment will continue to be driven by tenant fundamentals. SNF Headwinds Persist: While the merger improves SBRA's tenant diversification (a credit positive), it also increases the skilled nursing segment and weakens most quality metrics (i.e. tenant coverage and occupancy). Quality dilution is inherently a credit negative as it implies the likelihood of a lease default / reduction is higher, which is of increasing relevance given the continued headwinds for skilled nursing operators. Fitch expects skilled nursing revenues and profitability will continue to be constrained by volume shifting to other settings, shorter stays, price growth that either doesn't keep up with inflation or that is under pressure (depending on payor) and expense growth (i.e. rent and labor). Well-Positioned Management Team: Fitch views the SBRA management team as well suited to assess and work with tenants given their skilled nursing operator background. Fitch views healthcare REITs generally, and SBRA specifically, as increasingly realistic about the persistence of these pressures. Recognizing that leases are typically the largest form of financing operators have, REITs have proactively worked with tenants providing rent concessions and other forms of relief that have modest to negligible effects to the REIT's EBITDA. The willingness to proactively incur some dilution to reduce the likelihood of larger issues over the long-term is a prudent step that Fitch views favourably. Preferred Stock Notching: The two-notch differential between SBRA's IDR and preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BB+'. Based on Fitch research on 'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit Analysis', available at 'www.fitchratings.com', these preferred securities are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. DERIVATION SUMMARY The Positive Watch and 'BBB-' IDR would likely result upon its resolution reflects what will be a skilled-nursing focused REIT with good tenant diversification, strong financial policies and the scale necessary to be a meaningful issuer in the debt and equity capital markets. The ratings are limited by what will remain a still immature debt capital stack given some debt maturity concentrations and a higher utilization of bank debt than similarly rated peers. KEY ASSUMPTIONS Fitch's key assumptions within our rating case for the issuer include: -- The transaction closes in 4Q17 on a leverage neutral basis with CCP's debt being either assumed or refinanced; -- The issuer's financial policies are unchanged with leverage sustaining between 4.5x to 5.5x; -- The issuer will begin to make material efforts to reduce its reliance on bank debt by issuing senior unsecured notes. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch expects to resolve the Positive Watch with an upgrade to 'BBB-' upon the closing of the transaction (which may take longer than six months) and provided the issuer assumes or refinances CCP's debt without any material changes to the tenor, type or security of the debt. That is, the issuer will not use short-term bridge financing, a large secured financing, or increase debt maturity concentration beyond what is described above. -- Assuming the upgrade, Fitch expects the issuer will be a skilled nursing focused REIT that operates with leverage between 4.5x to 5.5x. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- An affirmation of the Long-Term IDR at 'BB+' could result from the issuer not completing the transaction as expected, increasing bullet maturity risk, encumbering a significant portion of the portfolio or should Fitch's view of REITs' ability to manage through skilled nursing headwinds change. LIQUIDITY Bank Debt & Disposition Proceeds: SBRA's liquidity is primarily its $26 million of readily available cash, pending disposition proceeds from the Genesis asset sales and $474 million of availability under its revolving credit facility as of Dec. 31, 2016. As there is no cash component to the consideration being paid (beyond ordinary expenses), Fitch assumes SBRA will either assume or refinance all of CCP's debt. FULL LIST OF RATING ACTIONS Fitch has placed the following ratings on Rating Watch Positive: Sabra Health Care REIT, Inc. -- Long-Term IDR 'BB+'; -- Cumulative redeemable preferred stock 'BB-/RR6'. Sabra Health Care Limited Partnership -- Long-Term IDR 'BB+'; -- Unsecured revolving credit facility 'BB+/RR4'; -- Unsecured term loan 'BB+/RR4'; -- Senior unsecured notes 'BB+/RR4'. Sabra Canadian Holdings, LLC -- Senior guaranteed term loan 'BB+/RR4'. SABRA HEALTH: Moody's Puts Ba3 CFR on Review -------------------------------------------- Moody's Investors Service placed all ratings of Sabra Health Care REIT, Inc. on review up and all ratings of Care Capital Properties, LP on review down following the announcement that the REITs had reached a definitive agreement to merge. The all-stock transaction is valued at $7.4 billion, including the assumption of debt, and Sabra will be the surviving entity. The following ratings were placed on review for upgrade: Issuer: Sabra Health Care REIT, Inc. Long term corporate family rating at Ba3 Preferred stock rating at B2 Issuer: Sabra Health Care Limited Partnership Senior unsecured rating at Ba3 The following ratings were placed on review for downgrade: Issuer: Care Capital Properties, LP Long term issuer rating at Baa3 Senior unsecured rating at Baa3 RATINGS RATIONALE The review for upgrade of Sabra's ratings reflects reduced tenant concentration, stronger cash flow metrics and increased size and scale at the combined company. Sabra's exposure to its largest tenant, Genesis Healthcare, Inc., will decline to 11% of total cash NOI post-merger from 32% at YE16. Moody's also expects improvement to Sabra's credit metrics following the merger including modestly lower leverage and higher fixed charge coverage. Finally, the increased size and scale of the combined entity will improve its cost of capital and provide a competitive advantage for future growth. The benefits of this transaction are mitigated by the exposure to skilled nursing facilities, which for the combined entity will be 73% of annualized proforma revenue compared to 57% at YE16 for Sabra. The private pay mix for the combined entity will be 36% of annualized proforma revenue compared to 64% at YE16 for Sabra. The SNF industry is facing several challenges right now, including pressure on occupancy and rates as reimbursement models shift more towards value-based care. In addition, nursing shortages across the country are increasing SNF's labor costs. These factors have resulted in pressure on profits at nursing homes. The merger between Sabra and Care Capital will result in SNF EBITDAR coverage for the combined entity of 1.32x compared to 1.52x at Sabra as of YE16, which excludes tenants with meaningful credit enhancements through corporate guarantees. The review for downgrade of Care Capital's ratings reflects the expectation of modest deterioration in credit metrics, including higher leverage and lower fixed charge coverage. Sabra has historically operated with net debt/EBITDA above 6.0x and has only recently reduced leverage within the past year. Moody's reviews of both Sabra and Care Capital's ratings will focus on the consummation of the transaction, the strength of tenant rent coverage across the combined portfolio, as well as the combined entity's ultimate capital structure post-merger. Sabra Health Care REIT, Inc. [Nasdaq: SBRA] owns and invests in triple-net leased senior housing facilities throughout the US and Canada. As of YE16 Sabra's portfolio included 97 skilled nursing/transitional-care facilities, 85 senior housing facilities, and one acute care hospital. The company's gross asset value as of YE16 was $2.5 billion. Care Capital Properties, Inc. (CCP) is a healthcare real estate investment trust that owns a portfolio of triple-net leased properties focused on the post-acute skilled nursing facility sector. On August 18, 2015, CCP began operating as a standalone public company following the completion of its spin-off from Ventas, Inc. (NYSE: VTR). As of December 31, 2016, the company had gross assets of approximately $3.5 billion and owned 345 triple-net leased SNFs and other healthcare assets operated by private regional and local care providers; CCP's portfolio has 38 operator relationships and spans 36 states. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. SABRA HEALTH: S&P Puts 'BB-' CCR on CreditWatch Positive -------------------------------------------------------- S&P Global Ratings placed all of its ratings, including its 'BB-' corporate credit rating on Irvine, Calif.-based health care REIT Sabra Health Care REIT Inc. and its wholly owned subsidiaries, Sabra Health Care L.P. and Sabra Capital Corp. (collectively, Sabra), on CreditWatch with positive implications. "The CreditWatch placement follows the joint announcement that Sabra has agreed to merge with Care Capital Properties Inc. The transaction is a stock-for-stock deal in which Care Capital shareholders will receive 1.123 Sabra shares for each Care Capital share held," said credit analyst Michael Souers. "Pro forma for the transaction, ownership will be approximately 59% Care Capital shareholders and 41% Sabra shareholders. The companies expect shareholder approval and closing prior to the end of the third quarter." S&P intends to resolve the CreditWatch placement at the close of the transaction, which it expects to occur late in the third quarter of 2017. At that time, S&P will assess the extent of improvement in the combined entity's competitive position, its financial policy and S&P's expectations for pro forma credit metrics to determine the ratings impact of the acquisition. S&P's preliminary view is that a two-notch upgrade is the most likely outcome, assuming continued stable operating performance, the proposed terms of the deal, and barring unforeseen changes in the current economic, regulatory or capital market environments. At the close of the transaction, assuming Care Capital merges into Sabra and Sabra is the surviving entity, and all of Care Capital's debt is assumed (or repaid) by Sabra, S&P will subsequently withdraw the ratings on Care Capital. SALEM MEDIA: Moody's Rates Proposed $255MM Senior Secured Notes B2 ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to Salem Media Group, Inc.'s proposed $255 million senior secured note due 2024. The corporate family rating (CFR) was affirmed at B2 and the probability of default rating (PDR) was upgraded to B2-PD from B3-PD. The outlook is stable. Proceeds from the new note and a draw of approximately $10 million on the new $30 million ABL facility (which will not be rated by Moody's) will be used to repay the existing term loan B as well as related expenses. The transaction is expected to extend the maturity date of its debt, but lead to slightly higher amounts of debt and interest expense. The upgrade of the PDR to B2-PD from B3-PD reflects the change in the capital structure to an ABL facility and senior secured note from an all 1st lien debt structure. After repayment, the ratings on the existing revolver due 2018 and term loan B will be withdrawn. Issuer: Salem Media Group, Inc. $255 million senior secured note due 2024; assigned a B2, LGD4 Corporate Family Rating affirmed at B2 Probability of Default rating upgraded to B2-PD from B3-PD Speculative Grade Liquidity (SGL) Rating; downgraded to SGL-3 from SGL-2 Outlook is Stable RATINGS RATIONALE Salem Media Group, Inc.'s B2 CFR reflects the company's high pro-forma leverage of 5.4x as of Q1 2017 (excluding Moody's lease adjustments) with mid single digit percentage free cash flow-to-debt. The company has operations in broadcasting, digital media, and publishing focused on Christian and conservative content. Overall broadcast performance is vulnerable to slightly declining to flat industry ad demand, but Salem's broadcast revenue is supported by contractual rate increases from block programming operations. Debt ratings incorporate the company's small revenue base relative to its broadcasting peers and exposure to cyclical changes in advertising spending in the mature radio industry, partially offset by its leading market position in Christian teaching and talk format. Moody's believes Salem's operating performance is more stable compared to typical radio broadcasters due to its block programming segment (roughly 43% of net broadcast revenue for FY2016). Block programming is less reliant on advertising dollars due to its contractual and recurring nature. The station portfolio is largely in the top 25 markets with the majority of signals on the less attractive AM band. Although the company has a broad footprint, there is some geographic concentration as Salem's top two markets (Los Angeles and Dallas) accounted for roughly 36% of net advertising revenue in 2016. Salem has a leading position in the niche religious format, with limited direct competition for similar programming, although the company competes for consumer time and attention with a wide variety of news/information media and leisure activities. Event risk is slightly elevated by continued modest sized tuck-in acquisitions of broadcasting and non-broadcasting assets. Salem has adequate liquidity as reflected in the SGL3 speculative-grade liquidity rating and is supported by a proposed $30 million ABL facility due 2022 that is expected to have approximately $10 million drawn at closing. Cash on the balance sheet is expected to be minimal. Free cash flow was over $20 million in 2016, and is anticipated to be slightly less pro-forma for the transaction after dividends of $6.7 million and capex spend of approximately $8.7 million. Moody's expects free cash flow-to-debt to be in the mid single digit percentage range and that the company will target returning approximately 20% of free cash flow to shareholders. The ABL facility is available to fund daily working capital requirements as needed and the balance drawn pro-forma for the transaction is expected to be repaid in the next twelve months. Salem's alternative liquidity is limited as the vast majority of stations are AM signals which are less attractive given that most listenership has migrated to the FM band. The stable outlook reflects Moody's views that revenue will be flat to up slightly in 2017 with support driven by its block programming and recent acquisitions. Despite expectations of relatively flat EBITDA, Moody's anticipates slight de-leveraging over the course of the year aided by the repayment of the outstanding ABL revolver balance. Ratings could be upgraded if debt-to-EBITDA is sustained comfortably under 4.5x (excluding Moody's lease adjustments) with free cash flow-to-debt in the low double-digit percentage range. Salem would also need to demonstrate consistent organic revenue and EBITDA growth as well as maintain a good liquidity profile. Ratings could be downgraded if debt-to-EBITDA increased above 6.0x (excluding Moody's lease adjustments) or if free cash flow-to-debt were to deteriorate to less than 2%. Debt financed acquisitions or more aggressive shareholder distributions resulting in weakened liquidity could also result in a downgrade. The principal methodology used in these ratings was Global Broadcast and Advertising Related Industries published in February 2017. Salem Media Group, Inc., formed in 1986 and headquartered in Camarillo, CA, is a religious programming and conservative talk radio broadcaster (74% of FY2016 revenue) with integrated business operations including digital media (17%) and publishing (9%). Salem owns or operates 118 local radio stations (34 FM, 84 AM) in 40 markets, including 73 stations in 23 of the top 25 markets, and its radio network provides content for approximately 2,900 affiliates. The Internet business, Salem Web Network, provides digital services including audio and video web streaming of Christian and conservative themed content as well as other services. Salem's publishing business largely publishes books by conservative authors and offers a self-publishing service. Edward G. Atsinger III (CEO), Stuart Epperson (Chairman, and brother-in-law of CEO), Edward C. Atsinger (son of the CEO), Nancy A. Epperson (Chairman's spouse), and their trusts own a majority of the economic interest in the company and roughly 84% of voting control through a dual class share structure with the remaining shares being widely held. Revenue for the last twelve months ending Q1 2017 were $275 million. SCOTT RESIDENTIAL: Hires Galloway Wettermark Everest as Attorneys ----------------------------------------------------------------- Scott Residential Facilities, Inc seeks authorization from the US Bankruptcy Court for the Southern District of Alabama to employ Robert M. Galloway and the firm Galloway, Wettermark, Everest & Rutens, LLP as attorneys. Professional services to be rendered by the Firm are: a. to give the Debtor advice with respect to its powers and duties as debtor-in-possession in the continued operation of its business and management of its property; b. to protect the interest of the Debtor and debtor-in-possession in connection with lawsuits filed by the Debtor; c. to prepare for the Debtor as debtor-in-possession such applications, answers, orders, reports and other legal papers; and d. to perform all other legal services for debtor-in-possession which may be necessary. Robert M. Galloway attests that the firm represents no interest adverse to the Debtor as debtor-in-possession or the estate in the matters in which they are to be engaged and their employment would be in the best interest of the estate. The Firm can be reached through: Robert M. Galloway Galloway, Wettermark, Everest & Rutens, LLP 3263 Cottage Hill Rd Mobile, AL 36606 Tel: 251 476 4493 Fax: 251 479 5566 Email: pwittner@gallowayllp.com About Scott Resiential Scott Residential Facilities, Inc, based in Mobile, AL, filed a Chapter 11 petition (Bankr. S.D. Ala. Case No. 17-01441) on April 17, 2017. Robert M. Galloway, Esq. serves as bankruptcy counsel. SEARCHMETRICS INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Searchmetrics Inc. 1100 Park Place, Suite 150 San Mateo, CA 94403 Case No.: 17-11032 Business Description: Searchmetrics Inc., a wholly owned subsidiary of Searchmetrics GmbH, develops search analytics software solutions. It offers Searchmetrics Suite, a SaaS solution that provides companies with a view of the search engine optimization (SEO) performance of their Websites, as well as the search strategies of their competitors; and SEO consulting through its network of partners. The Company has over 100,000 users worldwide, many of whom are respected brands such as T-Mobile, eBay and Siemens. Web site: http://www.searchmetrics.com/ Chapter 11 Petition Date: May 8, 2017 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Christopher S. Sontchi Debtor's Counsel: William E. Chipman, Jr., Esq. CHIPMAN BROWN CICERO & COLE, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, DE 19801 Tel: 302-295-0193 Fax: 302-295-0199 E-mail: chipman@chipmanbrown.com - and - Mark D. Olivere, Esq. CHIPMAN BROWN CICERO & COLE, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, DE 19801 Tel: 302-295-0195 Fax: 302-295-0199 E-mail: olivere@chipmanbrown.com Debtor's Litigation Counsel: DLA PIPER LLP (US) Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Wayne P. Weitz, chief restructuring officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/deb17-11032.pdf SECURED ASSETS: Hires Dickinson to Sell Nevada Condo Unit for $75K ------------------------------------------------------------------ Secured Assets Belvedere Towers, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to authorize the (i) sale of condominium Unit 708, APN 007-464-24, located within The Belvedere, 450 N. Arlington Ave., Reno, Nevada, to Qizhii Li and Di Xiong for $75,000, with a 6,000 incentive towards recurring and non-recurring closing costs, including but not limited to future HOA fees; and (ii) employment of Dickson Realty, Inc., for purposes of the sale of Unit 708. On Sept. 7, 2017, the Debtor signed a 6-month Exclusive Right to Sell Contract with Mandie Jensen of Dickson Realty for the sale of the Debtor's condominium units at the Property. Ms. Jensen has been a real estate agent since 2003 and has 14 years of experience marketing and selling residential real estate and land in the Northern Nevada Area. On Jan. 17, 2017, the Debtor signed a new Exclusive Right to Sell Contract with Dickson Realty for the sale of its condominium units at the Property. For sales of units for which there is no buyer's agent, the Listing Agreement provides, subject to the Court's approval, for a commission of 3.5% of the gross sales price to be paid to Dickson Realty which commission will be due and payable only upon the closing of an approved sale. The commission rate customarily charged by Ms. Jensen and Dickson Realty when no buyer's agent is involved in the sale is 3.5%. On April 20, 2017, Ms. Jensen listed Unit 708 for sale on the Multiple Listing Service with a listing price of $84,000. On April 21, 2017, the Debtor finalized an agreement to sell Unit 708 to the Proposed Buyers for $75,000, with a 6,000 incentive towards recurring and non-recurring closing costs, including but not limited to future HOA fees. The additional salient terms of the Agreement are: a. The offer is an all cash offer and the Proposed Buyers will make a $1,000 Earnest Money Deposit; b. The Proposed Buyers have waived an appraisal and the sale is not contingent on the sale of other properties; c. The Debtor will pay for title insurance and a home warranty contract; d. The Debtor and the Proposed Buyers will share equally in the escrow fees and transfer taxes; e. The Proposed Buyers will pay for a home inspection; f. The Debtor and the Proposed Buyers will share equally in all HOA transfer fees and set-up fees; g. The Debtor will pay for any existing HOA assessments levied; h. The Proposed Buyers will pay any HOA assessments levied but not yet due; i. The Proposed Buyers are subject to the current lease terms, ending July 14, 2017; j. Closing will be within five (5) days of Court approval; k. The sale is subject to possible overbid pursuant to bidding procedures as set forth in the Sale Motion; and l. A commission of 3.5% of the total purchase price will be paid to Dickson Realty from the proceeds of the sale. A copy of the Residential Offer and Acceptance Agreement and the Listing Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/SECURED_ASSETS_446_Sales.pdf The proposed sale price for Unit 708 is lower than the parameter set forth in the Pricing List developed by SABT and BTM; however, this studio unit is smaller than average, is located on the east side of the Property with a view of the Silver Legacy parking garage and is located next to an elevator, which results in noise inside the unit when the elevator is being used. Given these factors, the proposed sale price for Unit 708 is directly in line with all recent comparative sales for studio units of this size. Additionally, because the Proposed Buyers do not have an agent, the total commission on the sale is only 3.5% rather than 6%. Belvedere Debt Holdings, LLC ("BDH") has a first priority security interest in Unit 708. By virtue of a Judgment by Confession recorded in 2014 by Woodburn & Wedge for past due attorneys' fees, Woodburn & Wedge has a second priority security interest in in Unit 708. The Debtor asks that the Court approve the sale free and clear of all liens, claims and encumbrances, with all liens to attach to the proceeds of sale, which net proceeds will be paid out of escrow to BDH. With the Sale Motion, the Debtor asks that the Court approve these Bidding Procedures for use in conducting the sale: a. Bidding at the Sale Hearing: A hearing will be conducted at a date and time to be established by the Court. In order to bid at the Sale Hearing, a party must have qualified as a Qualified Bidder. b. Bidding Price: The Proposed Buyers' offering price in the Purchase Agreement will be the opening bid. The sale is to be approved for an amount not less than the offer. The initial overbid increment will be at least $2,000 or comparable offer in the event of an overbid. Subsequent bids will be accepted in increments of $1,000. The final purchase price will be the highest qualified bid offered over the Opening Bid Price and accepted at the auction. c. Closing: The Closing will take place as soon as possible after the Court's order approving the Sale Motion is entered, including paying the balance of the purchase price and executing all necessary documents, but in any event, no later than five days after the Order is entered. Failure to close timely will constitute a material breach of the Purchase Agreement, will void any rights the Proposed Buyers or a successful Bidder may have had against the bankruptcy estate or any of its assets, including against the Property, and will permit the Debtor to re-market the Property and sell it to a third party. Significant business justification exists for the proposed sale of Unit 708. The sale is a continuation of the sales program started prepetition by the Debtor, which is targeted at selling condominium units at The Belvedere. The Debtor has entered into a settlement with the secured creditor, BDH, and the Debtor's co-obligor on the Note, BTM, LLC, which the parties have reduced to writing and for which the Parties are in the process of obtaining Court approval. The settlement will be incorporated into the Debtor's Second Amended Chapter 11 Plan. The settlement contemplates continued sales and leasing of the Debtor's units to satisfy the outstanding debt. Finally, all net proceeds of this sale will be paid to BDH as payment on the debt. Accordingly, the Debtor asks the Court to approve the relief sought. The Debtor also asks the Court to order that the proposed sale is not stayed pursuant to Fed. R. Bankr. Pro. 6004(h). The Unit 708 Proposed Buyers are all cash buyers who are ready to close immediately. The Debtor believes that closing as soon as possible after approval of the sale meets the Proposed Buyers' expectation and allows for immediate use of the proceeds, which is in the best interests of creditors and the estate considering that the interest on the BDH Note is accruing. About Secured Assets Belvedere Tower Reno, Nevada-based Secured Assets Belvedere Tower, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-51162) on Sept. 19, 2016. The petition was signed by Gregg Smith. The Debtor, a single asset real estate company, disclosed total assets at $20.4 million and total liabilities at $18.5 million. The Debtor is represented by Elizabeth A. High, Esq., and Cecilia Lee, Esq., at Davis Graham & Stubbs LLP. The case is assigned to Judge Gregg W. Zive. SEGHO TRANS: Hires John F. Sommerstein as Counsel ------------------------------------------------- Segho Trans., Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Massachusetts to employ the Law Offices of John F. Sommerstein, Esq., as counsel. The Debtor requires the Firm to: a. analyze financial situation, and render advice to the Debtor relating to filing this Petition; b. prepare and file of the Chapter 11 petition, and relted documents, and schedules, statement of affairs, and all subsequent pleadings in this Court; c. represent the Debtor in this Court, and at all meetings of creditors; d. formulate a Debtor's Plan of Reorganization and any amendments, if warranted; e. prepare the Debtor's Disclosure Statement and any amendments, if warranted; f. complete all legal tasks required for confirmation; and g. represent the Debtor in any subsequent proceedings under the Bankruptcy Code. The Debtor will compensate the Firm at the rate of $375 per hour. The Firm received a retainer in this case in the amount of $4,500 plus filing fee of $1,717. John F. Sommerstein, Esq., the Law Offices of John F. Sommerstein, 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. John F. Sommerstein may be reached at: John F. Sommerstein, Esq. Law Offices of John F. Sommerstein 98 North Washington Street Boston, MA 02114 Tel: (617) 523-7474 E-mail: jfsommer@aol.com About Segho Trans. Inc. Segho Trans., Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-11373) on April 17, 2017. The petition was signed by Raymond Kario, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. SHORB DCE: Wants to Use East West Cash Collateral Until July 2017 ----------------------------------------------------------------- Shorb DCE, LLC, seeks from the U.S. Bankruptcy Court for the Central District of California interim authorization to use the cash collateral of East West Bank. The Debtor owns an 11-unit apartment building located at 910-912 W. Shorb Street, Alhambra, CA 91803, which has a current market value of approximately $3,000,000. Currently, the Property generates rental income of $10,120. The Debtor asserts that it needs the funds generated from the Property to keep the Debtor in operation and to pay for its postpetition operating expenses, which is essential to its successful reorganization. The Debtor intends to use cash collateral to pay for all necessary postpetition operating expenses and other normal and necessary operating expenses of real properties leasing in accordance with the Budget, pending a final hearing so that the Debtor can continue ordinary course operation, thereby protecting the Property against catastrophic loss and to maximize the creditors' recovery. The 3-month cash flow budget details the expenses by which the business income will be used by the Debtor for the period of May 2017 through July 2017. The Debtor expects to incur expenses of approximately $9,924 per month, or a total $29,773 for the 3-month period. The Debtor submits that the Property is encumbered by a first mortgage in favor of East West Bank, and the current balance of East West Bank mortgage is $1,102,834. As of the filing of its case, the Debtor acknowledges that it is behind in the amount of $63,787. The Debtor offers to adequately protect the interests of East West Bank by: (a) granting post-petition liens on, and security interest in, the Property of the estate in favor of East West Bank, and (b) making adequate protection payments to East West Bank in the amount of $5,566 per month. A full-text copy of the Debtor's Motion, dated May 2, 2017, is available at https://is.gd/sjRTDk About Shorb DCE, LLC Shorb DCE owns an 11-unit apartment building located at at 910-912 W. Shorb Street, Alhambra, CA 91803 with a valuation of $2.6 million. It is an affiliate of Las Tunas DCE, LLC, which sought bankruptcy protection on April 6, 2017 (Bankr. C.D. Cal. 17-14239). Shorb DCE LLC, is California Limited Liability Company owned by David Kwok and Curt Wang. Shorb DCE, LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-14240) on April 6, 2017. David Kwok, co-manager, signed the petition. The case is assigned to Judge Julia W. Brand. The Debtor is represented by Kevin Tang, Esq. at Tang & Associates. At the time of filing, the Debtor had $2.6 million in assets and $1.22 million in liabilities. SLUSS & RAY: Has Court's Final Nod to Use Cash Collateral --------------------------------------------------------- The Hon. Dale L. Somers of the U.S. Bankruptcy Court District of Kansas entered a final order authorizing Sluss & Ray LLC to use cash collateral. These parties may claim an interest upon the cash collateral resources of the Debtor: a. Emprise Bank by reason of a UCC-1 Financing Statement filed April 14, 2014, on all inventory, chattel paper, accounts, equipment, general intangibles, instruments and fixtures; b. ASSN Company by reason of a UCC-1 Financing Statement filed Nov. 6, 2015, on all assets now owned or hereafter acquired and wherever located; c. National Funding, Inc., by reason of a UCC-1 Financing Statement filed May 17, 2016, on all inventory, chattel paper, accounts, accounts receivable, equipment, general intangibles, furniture and fixtures; and d. Merchant Money Company by reason of a UCC-1 Financing Statement filed July 19, 2016, on all proceeds of each future sale by the Debtor. South Central Kansas Economic Development, Inc., may claim an interest by reason of UCC-1 Financing Statement filed Sept. 21, 2015, on CCWRW, LLC, a related entity of the Debtor, upon all accessions, accounts, extracted collateral, chattel paper, commercial tort claims, commingled goods, consumer goods, deposit accounts, equipment, fixtures, general intangibles, healthcare insurance receivables, instruments, inventory, investment property, letter of credit rights money, payment intangibles, proceeds, software, standing timer. Emprise Bank has a first security interest upon the cash collateral assets of the Debtor. There is insufficient equity to reach the subordinate lienholder claims of ASSN Company, National Funding, Inc., or Merchant Money Company. In addition, these parties may claim an unperfected interest in the cash collateral: a. Behalf, Inc.; b. Circleback Lending, Inc.; and c. Sofi Lending Corp. The Debtor will use the cash collateral to make these payments: a. payroll expenses estimated in the amount of $4,000; b. monthly payment for employment withholding taxes due on March 15, 2017, in the amount of $4,600; c. sales taxes due on March 25, 2017, in the estimated amount of $6,500; d. franchise fee to AAMCO Transmission in the amount of $3,000; e. rent for 703 North West Street in the amount of $2,000; f. ongoing utility bills and software licenses for online repair expenses, the total of which is $4,000; g. adequate protection payment to Emprise Bank and Small Business Administration due March 11, 2017, in the amount of $1,569; h. payment to lease consultants in the amount of $450 per month for equipment lease payments for tire mounting equipment and air compressors; i. health insurance in the amount of $2,000 per month; j. worker's compensation insurance in the monthly amount of $1,800; and k. merchant fees on credit card account in the estimated amount of $2,000. The Debtor estimates revenue on a weekly basis of $25,000 to $30,000. Emprise Bank will be granted adequate protection in the form of postpetition lien on all postpetition assets. Emprise Bank will receive (i) an additional and replacement continuing valid, binding, enforceable, non-avoidable, and automatically perfected postpetition security interest in and lien on any and all presently owned and hereafter acquired personal property and all other assets of the Debtor; and (ii) payments from the proceeds from the liquidation of secured assets to Emprise Bank at the closing of the sale of any transaction. The adequate protection superpriority claim of Emprise Bank will have priority over all administrative expenses and unsecured claims against the Debtor and its estate. A copy of the court order and the budget is available at: http://bankrupt.com/misc/ksb17-10301-71.pdf About Sluss & Ray Sluss & Ray LLC, d/b/a Amaco, d/b/a C & M Empire, LLC, d/b/a Aamcot, LLC, d/b/a CCWRW, LLC, operates three AAMCO franchise transmission shops in Wichita, Kansas. The Debtor filed a Chapter 11 petition (Bankr. D. Kan. Case No. 17-10301) on March 9, 2017. Chad Raymond, Owner, signed the petition. The case is assigned to Judge Dale L. Somers. The Debtor is represented by Edward J. Nazar, Esq. at Hinkle Law Firm, L.L.C. At the time of filing, the Debtor had $86,340 in total assets and $1.22 million in total liabilities. SONSVEST LLC: Taps McCarthy Reynolds & Penn as Bankruptcy Counsel ----------------------------------------------------------------- Sonsvest, LLC seeks approval from the US Bankruptcy Court for the District of South Carolina to employ McCarthy, Reynolds, & Penn, LLC as bankruptcy counsel. Professional services that the Firm will render are: a. advise the Debtor of its rights, powers and duties; b. attend meetings with the Debtor and hearings before the Court; c. assist other professionals retained by the Debtor in the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, and any other matters relevant to the case or to the formulation of a plan of reorganization or liquidation; d. investigate the validity, extent, and priority of secured claims against the Debtor's estate, and investigating the acts and conduct of such secured creditors and other parties to determine whether any causes of action may exist; e. advise the Debtor with regard to the preparation and filing of all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents, and reviewing all financial and other reports to be filed in these matters; f. advise the Debtor with regard to the preparation and filing of responses to applications, motions, pleadings, notices and other papers that may be filed and served in these chapter 11 cases by other parties; and g. perform other necessary legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of these chapter 11 cases. Current hourly rates for the attorneys are: G. William (Bill) McCarthy, Jr. $425.00 Daniel J. (D.J.) Reynolds, Jr. $325.00 W. Harrison Penn $300.00 W. Harrison Penn, partner of McCarthy, Reynolds, & Penn, LLC, attests that his Firm is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). The Firm can be reached through: W. Harrison Penn, Esq. McCarthy, Reynolds, & Penn,LLC 1517 Laurel Street Columbia, SC 29201 Phone: (803) 771-8836 Fax: (803) 753-6960 Email: hpenn@mccarthy-lawfirm.com About Sonsvest Holdings, LLC Sonsvest Holdings, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. S.C. Case No. 17-01698) on April 4, 2017. The Hon. David R. Duncan presides over the case. McCarthy, Reynolds & Penn, LLC represents the Debtor as counsel. The Debtor disclosed total assets of $1.85 million and total liabilities of $1.42 million. The petition was singed by Fred J. McCutcheon, Sr., owner. SPARTAN SPECIALTY: Seeks Approval of Hamilton Cash Collateral Deal ------------------------------------------------------------------ Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York will hold a hearing on May 19, 2017 at 10:00 a.m. to consider Fund Recovery Services, LLC's request for approval of its Stipulation and Agreement with Hamilton Funding I LLP and Barry Kostiner, resolving the Debtor's Motion for Use of Cash Collateral and Fixing Amount of Secured Claim. The Debtor submits that it is a party to a certain entered into a Loan and Security Agreement, together with Hamilton Funding and Fintech Asset Management, LLC -- the sole member of the Debtor, which is managed by Mr. Kostiner. The Debtor relates that Hamilton Funding filed an objection to its motion for interim usage of cash collateral which sought authority to use up to $135,500 per month to maintain the operation of the Debtor's business. Among other things, Hamilton Funding's objection to the cash collateral motion, alleged that adequate protection payments were being used to make payments to insiders and professionals and asserting a secured claim of $3,045,621. The Debtor notes that the Court has approved the interim usage of cash collateral in the amount of $7,500 per week to pay for operating expenses pending final hearing. The Debtor alleges that while a final on the cash collateral motion has been pending, the Debtor, Hamilton Funding and Mr. Kostiner have engaged in significant The Debtor, Hamilton Funding and Mr. Kostiner have engaged in significant good-faith negotiations to resolve all outstanding issues with respect to the Debtor's Chapter 11 case, including resolving the cash collateral motion and the amount of Hamilton Funding's claim. Eventually, the Parties have agreed to resolve all outstanding issues and agreed to enter into the Stipulation. The Stipulation would also require dismissal of the Debtor's Chapter 11 case. As such, the Debtor has filed its motion to dismiss contemporaneously with the cash collateral motion. The material terms of the Stipulation are as follows: (a) Hamilton Funding's claim will be fixed in the amount of $3,045,621; (b) The Debtor will initially pay Hamilton Funding $1,000,000 within two days of the effective date of the Stipulation. The outstanding principal will then be reduced to $2,045,621. The Debtor will also pay $125,000 in satisfaction of outstanding legal fees, within 30 days of the effective date. (c) The Reduced Principal Amount will accrue interest after the effective date at 20% per annum. After the Initial Settlement Payment and Legal Fees are paid, the Debtor may pay, on or prior to the 15th month anniversary of the effective date, the total additional sum of $1,400,000 in satisfaction of the Reduced Principal Amount including the accrued and unpaid interests, otherwise, the Reduced Principal Amount will continue to accrue until it has been paid in full. (d) The Debtor may use cash collateral up to $10,000 per month for the first six months following effective date to pay for salaries of the Debtor's employees. The Debtor may continue to use cash collateral for an additional six months if the Debtor pays $500,000 or more to Hamilton Funding during the Initial Measuring Period. The Debtor may continue to use cash collateral for an additional three months if the Debtor pays $500,000 or more to Hamilton Funding during the Second Measuring Period. Finally, the Debtor may use cash collateral without further consent or approval from Hamilton if the Debtor pays $400,000 or more to Hamilton Funding during the Third Measuring Period. (e) The Debtor will find a new loan servicer to service its Portfolio within three months after effective date, on terms and conditions acceptable to Hamilton Funding. All servicing decisions will be subject to approval by Hamilton Funding so long as the Outstanding Amount remains due and outstanding. (f) Hamilton Funding will provide a general relapse to the Debtor and Mr. Kostiner upon the satisfaction of the Debtor's obligations. (g) Hamilton Funding will provide a release to Mr. Kostiner upon payment of the Initial Settlement Payment and Legal Fees, subject to the terms of the Stipulation. (h) The Debtor will provide a general release to Hamilton Funding as of the effective date. (i) The Debtor will move to dismiss its Chapter 11 case. A full-text copy of the Debtor's Motion, dated April 28, 2017, is available at https://is.gd/DyDTlN About Spartan Specialty Spartan Specialty Finance I SPV, LLC, is a Delaware Limited Liability Company formed for the sole purpose of acquiring and servicing a portfolio of loans made by third party marketplace lenders. The Portfolio consists principally of small (under $10,000) unsecured loans that provide capital to borrowers with sub-par credit who would otherwise be foreclosed from the lending marketplace. The sole member of the Debtor is Fintech Asset Management, LLC, which is managed by Barry Kostiner. Spartan Specialty Finance I SPV, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-22881) on June 29, 2016. The petition was signed by Barry Kostiner, member. The case is assigned to Judge Robert D. Drain. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The Debtor is represented by A. Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C. SQUARETWO FINANCIAL: U.S. Trustee Objects to Plan Confirmation -------------------------------------------------------------- Jonathan Randles, writing for The Wall Street Journal Pro Bankruptcy, reported that U.S. Trustee William Harrington objected to the proposed plan of reorganization filed by SquareTwo Financial Services Corp., complaining that a provision would eliminate its consumer liability. According to the report, the U.S. Trustee took aim at provisions in the proposed chapter 11 plan that would release officers and directors of SquareTwo from potential liability arising from federal and state consumer protection laws. Regulators in Colorado and Oregon have also objected to the plan, the report noted. In court papers, Mr. Harrington said firms such as SquareTwo and its CACH LLC subsidiary often use aggressive tactics to collect old debts, and if the Plan is approved as is, the plan would eliminate outstanding liability against SquareTwo while providing individuals with legal claims against the company without anything in return, the report related. Consumers are likely unaware that SquareTwo is in bankruptcy and don't understand how their right to defend themselves could be affected if the chapter 11 plan is approved, Mr. Harrington said, the report further related. "Typically, prepackaged plans that come before the court involve an exchange of a debtor's secured debt for equity with the unsecured creditors generally riding through the bankruptcy unaffected," the Journal cited the U.S. Trustee as saying in the objection. "Not so here, where unsecured creditors may suffer real harm by not having been given an opportunity to vote on the releases contained in the plan." Mr. Harrington said the plan cannot be approved as is because unsecured creditors would be better off if SquareTwo were simply liquidated, the report further related. About SquareTwo Financial SquareTwo Financial Services Corporation, et al.'s primary business is to acquire, manage, and collect charged-off consumer and commercial accounts receivable, which are accounts that credit issuers have charged off as uncollectible, but that remain owed by the borrower and subject to collection. The Debtors filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 17-10659) on March 19, 2017. The petition was signed by J.B. Richardson, Jr., authorized signatory. The Debtors are represented by Matthew A. Feldman, Esq., Paul V. Shalhoub, Esq., Robin Spigel, Esq., and Debra C. McElligott, Esq., at Willkie Farr & Gallagher LLP, in New York. The Debtors' CCAA Counsel is D.J. Miller, Esq., Asim Iqbal, Esq., and Mitch Grossell, Esq., at Thornton Grout Finnigan LLP, in Toronto, Ontario. The Debtors' Restructuring Advisor is Alixpartners, LLP; Investment Bankers are Keefe, Bruyette & Woods, Inc., and Miller Buckfire & Co. The Debtors' claims and noticing agent is Prime Clerk LLC. At the time of filing, the Debtors estimated assets and debt of $100 million to $500 million. SUNIVA INC: Hires Garden City Group as Claims and Noticing Agent ---------------------------------------------------------------- Suniva Inc. seeks authorization from the US Bankruptcy for the District of Delaware to employ Garden City Group, LLC as claims and noticing agent. Services to be rendered by GCG are: (a) prepare and serve required notices and documents in these chapter 11 cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and/or the Court; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs, listing the Debtors' known creditors and the amounts owed; (c) maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party-in-interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service; (g) process all proofs of claim received, including those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim in a secure area; (h) maintain the official claims register for each Debtor on behalf of the Clerk; (i) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; (j) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (k) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of GCG, not less than weekly; (l) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's review; (m) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the Claims Register; (n) assist in the dissemination of information to the public and respond to requests for administrative information regarding these chapter 11 cases as directed by the Debtors or the Court, including through the use of a case website and/or call center; (o) if these chapter 11 cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk's office within three (3) days of notice to Prime Clerk of entry of the order converting the cases; (p) 30 days prior to the close of these chapter 11 cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing Prime Clerk as Claims and Noticing Agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of these chapter 11 cases; (q) within seven days of notice to Prime Clerk of entry of an order closing these chapter 11 cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of the chapter 11 cases; (r) at the close of these chapter 11 cases, (i) box and transport all original documents, in proper format, as provided by the Clerk’s office, to (A) the Philadelphia Federal Records Center, 14700 Townsend Road, Philadelphia, PA 19154 or (B) any other location requested by the Clerk's office; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived claims; and (s) provide such other related claims and noticing services as the Debtor may require in connection with the chapter 11 case. GCG hourly billing rates are: Administrative, Mailroom and Claims Control $45-$55 Project Administrators $70-$85 Project Supervisors $95-$110 Graphic Support & Technology Staff $100-$200 Project Managers and Senior Project Managers $125-$175 Directors and Asst. Vice Presidents $200-$295 Vice Presidents and above $295 Angela Ferrante, SVP of Garden City Group, LLC, attests that GCG is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code. About Suniva, Inc. Founded in 2007 by Dr. Ajeet Rohatgi, Suniva, Inc. -- http://www.suniva.com/-- is a manufacturer of PV solar cells with manufacturing facilities at its metro-Atlanta, Georgia headquarters as well as in Saginaw, Michigan. Impacted by Chinese manufacturers who are able to flood the U.S. market for solar cells and modules with cheap imports, Suniva, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 17-10837) on April 7, 2017. The Hon. Kevin Gross is the case judge. Kilpatrick, Townsend & Stockton LLP is serving as general counsel to the Debtor. Potter Anderson & Corroon LLP is serving as Delaware counsel, with the engagement led by Stephen R. McNeill, Jeremy William Ryan. Garden City Group, LLC, is the claims and noticing agent. Suniva estimated $10 million to $50 million in assets and $100 million to $500 million in debt. THINKFILM LLC: Appeals Court Axes David Bergstein's Malpractice Win ------------------------------------------------------------------- Kat Greene, writing for Bankruptcy Law360, reports that a California appeals court pulled the plug on a $50 million malpractice win for David Bergstein, who had sat at the helm of ThinkFilm LLC. The court found that the jury's damages calculations were unconnected to the actual damages Mr. Bergstein suffered when he was betrayed by Susan Tregub, his former attorney, which allegedly resulted in the ruin of his companies, Law360 relates. About Thinkfilm LLC CapCo Group LLC and four other companies controlled by David Bergstein are part of a wider network of entities that distribute and finance films. Among the approximately 1,300 films they have the rights to are "Boondock Saints" and "The Wedding Planner." Several creditors filed for involuntary Chapter 11 bankruptcy against the companies on March 17, 2010 -- CT-1 Holdings LLC (Bankr. C.D. Cal. Case No. 10-19927); CapCo Group, LLC (Bankr. C.D. Cal. Case No. 10-19929); Capitol Films Development LLC (Bankr. C.D. Cal. Case No. 10-19938); R2D2, LLC (Bankr. C.D. Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Cal. Case No. 10-19912). Judge Barry Russell presides over the cases. The Petitioners are represented by David L. Neale, Esq., at Levene Neale Bender Rankin & Brill LLP. Judge Barry Russell formally declared David Bergstein's ThinkFilm LLC and Capitol Films Development bankrupt on Oct. 5, 2010. Mr. Bergstein is being sued for tens of millions of dollars by nearly 30 creditors -- including advertisers, publicists and the Writers Guild West. Five Bergstein controlled companies have been named in the suit. TOWN SPORTS: Moody's Revises Outlook to Stable & Affirms Caa2 CFR ----------------------------------------------------------------- Moody's Investors Service changed the ratings outlook for the debt of Town Sports International Holdings, Inc. to stable from negative. At the same time, Moody's affirmed the company's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) at Caa2 and Caa2-PD, respectively, and its Speculative Grade Liquidity Rating at SGL-3, while also upgrading the company's senior secured credit facilities rating to Caa1 from Caa2. Town Sports' Speculative Grade Liquidity Rating is SGL-3. According to Moody's analyst David Berge, "Town Sports has made progress in stabilizing the fee-based portion of its revenue stream, which is an important early step in the company's recovery. The ability to grow its membership base while demonstrating the viability of its pricing strategy in the highly-competitive fitness club sector will be key to future improvement in the company's credit profile." Rating Actions: Issuer: Town Sports International Holdings, Inc. Corporate Family Rating, Affirmed at Caa2 Probability of Default Rating, Affirmed at Caa2-PD Speculative Grade Liquidity Rating, Affirmed at SGL-3 Outlook, Changed to Stable from Negative Issuer: Town Sports International, LLC $45 Million Senior Secured Revolving Credit Facility due 2018, Upgraded to Caa1 (LGD3) from Caa2 (LGD3) $325 Million ($201 Million Outstanding) Senior Secured Term Loan B due 2020, Upgraded to Caa1 (LGD3) from Caa2 (LGD3) Outlook, Changed to Stable from Negative RATINGS RATIONALE The outlook for Town Sports ratings has been changed to stable from negative, in recognition of a moderation, and slight improvement in operating trends that supports expectations for a more stable revenue base through 2017, as the company continues to develop its longer-term pricing strategy while pursuing cost savings initiatives. Specifically, Moody's cites the company's recent reports that comparable club sales have picked up 0.7% year-over-year in Q1 2017, while membership levels continued to grow modestly. Membership dues revenue increased by approximately $1 million in this period, which Moody's views as an early sign that the company is able to maintain its customer base without significantly lowering pricing going forward. With the help of a cost-cutting program that the company initiated in 2016, profitability has improved and is expected to grow further. Nonetheless, while recent operating statistics are encouraging, Moody's believes that a moderate level of revenue and earnings growth over the next few years will be heavily dependent on successful execution of a disciplined pricing model, demonstrating that Town Sports can maintain a considerable premium to the low-price competitors while keeping its club count close to current levels. As such, uncertainty with respect to sustaining sales growth is a key factor weighing negatively on the Caa2 CFR. Therefore, it will be important that the company can demonstrate several quarters of steady revenue growth, including the resumption in non-dues based sales (e.g. personal training and ancillary club revenue), to support higher ratings considerations. Despite having completed a restructuring of debt in 2016, Town Sports continues to carry a sizeable amount of obligations. With total adjusted debt of approximately $700 million, including Moody's standard adjustments to account for approximately $500 million of operating leases, Moody's estimates debt to EBITDA at approximately 4.2 times as of March 31, 2017. Even so, this is relatively low for the Caa2 rating. Interest coverage, with EBITA to interest of approximately 0.7 times, maps better to ratings. Moody's does not expects any material reduction in debt beyond mandatory term loan amortization over the next 12-24 months. Leverage could rise if the company cannot sustain the lower cost structures it has recently implemented, or if the company's revenue base continues to deteriorate, possibly due to persistent pressures on membership levels. The ratings also incorporate Town Sports' regional concentration in the Mid-Atlantic and Northeast US markets, particularly in the New York City metro area. Also factored into ratings is the competitive pressure that the company faces from both high-end and low-cost fitness club operators within its key markets, as well as other fitness alternatives, which could limit growth opportunities. The ratings are supported by Town Sports' market position as a large-scale fitness club operator, strong brand awareness, and relatively favorable fundamentals for the health and fitness industry. The ratings on Town Sports' senior secured credit facilities were upgraded to Caa1 from Caa2, one notch above the CFR, reflecting a material amount of first loss that would be absorbed by sizeable operating leases, per Moody's Loss Given Default Methodology. The SGL-3 Speculative Grade Liquidity Rating reflects Moody's expectation that Town Sports will maintain an adequate liquidity profile over the next 12 months. As of March 31, 2017, the company had cash balances of $60 million, which Moody's expects will decline through 2017. Currently, the company has sufficient liquidity to fund basic cash needs, including $2.1 million of annual term loan amortization and close to $14 million of annual cash interest expense, as well as budgeted capital expenditures, for at least the next 12 to 18 months without relying on external financing. The company also has an undrawn $45 million revolving credit facility due 2018 ($3.85 million of outstanding letters of credit). The facility includes a total leverage covenant that restricts borrowing capacity under the revolver to 25% of the committed amount if total leverage (as defined by the Credit Agreement) is greater than 4.5x. As of December 31, 2016, the company was slightly below the maximum leverage threshold, which limits availability under the credit facility. All assets are encumbered to secure borrowings under the credit facility. The company could generate cash from the sale of owned club locations, however it would likely be required to apply a portion of the proceeds to debt prepayment. Aside from the revolver, the company has no material debt maturities until the term loan matures in 2020. The stable ratings outlook reflects Moody's expectation that operating performance will gradually improve over the next 12 months, with favorable comparable club revenue trends and steady membership levels. Ratings could upgraded if the company can achieve steady increases in membership count and drive robust comparable-club revenue growth with stronger EBITA margins. As well, the company would need to demonstrate positive free cash flow generation that ensues from growth in operating cash flow, without further reduction in capital spending. Ratings could be downgraded if the company experiences a material decline in membership count, or if it faces the necessity of closing a significant number of unprofitable clubs. Lower ratings could also be warranted if Town Sports reports a return to a trend of weakening comparable-club revenue growth, or a deterioration of its liquidity profile. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Town Sports International Holdings, Inc., through its wholly-owned operating subsidiary Town Sports International, LLC, is one of the leading owners and operators of fitness clubs in the Northeast and Mid-Atlantic regions of the United States. As of March 31, 2017, the company operated 150 fitness clubs under four key regional brand names: New York Sports Clubs, Boston Sports Clubs, Washington Sports Clubs, and Philadelphia Sports Clubs, as well as three clubs in Switzerland. These clubs collectively served approximately 551,000 members as of March 31, 2017. Revenue for the LTM period ending March 31, 2017 was $395 million. UNILIFE CORP: Court Okays Bidding Procedures for Assets ------------------------------------------------------- The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware has approved Unilife Corporation, et al.'s bidding procedures and bid protections in connection with the sale of substantially all of the Debtors' assets. Bids must be submitted by June 8, 2017, at 10:00 a.m. Each bid must be accompanied by a deposit in the amount of 10% of the Bid's proposed purchase price to a non-interest bearing escrow account to be identified and established by the Debtors. The Debtors will conduct an auction at 10:00 a.m. (prevailing Eastern Time) on June 9, 2017. Any overbid after the auction baseline bid will be made in increments of at least $100,000 for a bid for all of the Debtors' assets, and in an amount to be determined by the Debtors at the auction, for lots. A sale hearing will be conducted on June 12, 2017, at 10:00 a.m. (prevailing Eastern Time). Objections to the sale must be filed by 4:00 p.m. (prevailing Eastern Time) on June 5, 2017. Contract objection deadline is June 5, 2017, at 4:00 p.m. ROS Acquisition Offshore LP and Amgen, Inc., will each be deemed to be qualified bidders and are not required to make any good faith deposit to the extent of their credit bid. A break-up fee is yet to be determined by the Debtors, but will not to exceed 3% of the total purchase price offered by the stalking horse bidder in the stalking horse agreement. The Stalking Horse Bidder will be reimbursed with reasonable and actual fees and expenses incurred as the Stalking Horse Bidder up to $250,000. A copy of the court order and bidding procedures is available at: http://bankrupt.com/misc/deb17-10805-122.pdf Jeff Montgomery, writing for Bankruptcy Law360, relates that Judge Silverstein noted that the unsecured creditors have yet to form a committee under local court rules that would grant the group 60 days to assess the amount and validity of creditor liens or company claims against creditors. About Unilife Corporation Unilife Corporation -- http://www.unilife.com/-- is a U.S.-based developer and commercial supplier of injectable drug delivery systems. Unilife has a portfolio of innovative, differentiated products with a primary focus on wearable injectors. Products within each platform are customizable to address specific customer, drug and patient requirements. Unilife Corporation filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y.. Case No. 17-10805) on April 12, 2017. The Hon. Laurie Selber Silverstein presides over the case. Cozen O'Connor, Esq., represents the Debtor as counsel. The Debtor disclosed total assets of $82.98 million and total liabilities of $201.07. The petition was signed by John Ryan, chief executive officer. UNILIFE CORP: Hires Duane Morris as Special Counsel --------------------------------------------------- Unilife Corporation, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Duane Morris, LLP, as special corporate, transactional and patent counsel to the Debtors. Unilife Corporation requires Duane Morris to: a. handle the transactional aspects of the sale in the bankruptcy cases; b. provide services on securities regulation matters, general corporate matters, intellectual property and patent matters; and c. represent in various litigation matters to the extent necessary given the bankruptcy case. Duane Morris will be paid at these hourly rates: Partners $455-$1,105 Counsel $405-$1,140 Associates $230-$695 Paraprofessionals $185-$435 Duane Morris will be paid a retainer in the amount of $50,000. Within the year prior to the Petition Date, the total aggregate amount of payments Duane Morris received from the Debtors was $2,200,081.34, including the retainer. Duane Morris held an unsecured claim of $180,765.35 on account of invoices for legal services that have not been paid relating to the year prior to bankruptcy. Duane Morris will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard A. Silfen, partner of Duane Morris, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Duane Morris can be reached at: Richard A. Silfen, Esq. DUANE MORRIS, LLP 30 South 17th Street Philadelphia, PA 19103 Tel: (215) 979-1000 E-mail: rasilfen@duanemorris.com About Unilife Corporation Unilife Corporation -- http://www.unilife.com-- is a U.S.-based developer and commercial supplier of injectable drug delivery systems. Unilife has a portfolio of innovative, differentiated products with a primary focus on wearable injectors. Products within each platform are customizable to address specific customer, drug and patient requirements. Unilife Corporation filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-10805) on April 12, 2017. The Hon. Laurie Selber Silverstein presides over the case. Cozen O'Connor, Esq. represents the Debtor as counsel. The Debtor disclosed total assets of $82.98 million and total liabilities of $201.07. The petition was signed by John Ryan, chief executive officer. UNITED ROAD: Sale of All Assets to Medley for $40M Closed on May 2 ------------------------------------------------------------------ United Road Towing, Inc., and affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice that the sale of substantially all assets to prepetition lender Medley Capital Corp. for $40,000,000 closed on May 2, 2017. On April 13, 2017, the Court entered a sale order approving (i) the Debtors' sale of substantially all assets to the Buyer for $40,000,000; and (ii) the Asset Purchase Agreement with the Buyer. The sale is free and clear of any liens, claims and encumbrances. On Feb. 10, 2017, the Debtors filed a motion to sell substantially all of the Debtors' assets free and clear of any interest in such property. On March 9, 2017, the Court approved bidding procedures in connection with the sale motion. On April 10, 2017, the Debtors conducted an auction for the Assets. At the conclusion of the Auction, the Debtors, designated the bid submitted by Medley Capital Corp., with any nominee or designee thereof, including but not limited to URT Acquisition Holdings Corp., as the successful bid for the Assets. About United Road Towing Headquartered in Mokena, Illinois, United Road Towing, Inc. dba Good Buy Auto Auction, UR Vehicle Management Solutions, Quality Towing, United Road Vehicle Management Solutions, and dba United Road Towing-San Antonio -- and its affiliates provide towing, recovery, impound, and vehicle management solutions services to both the private and public sector. Through a portfolio of local and regional brands operating across 10 different regions in eight different states, the Company dispatches approximately 500,000 tows, manage over 200,000 impounds and sell over 38,000 vehicles annually across the U.S. United Road Towing, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-10249) on Feb. 6, 2017. These affiliates filed separate Chapter 11 bankruptcy petitions on the same day: URT Holdings, Inc. (Bankr. D. Del. Case No. 17-10250), City Towing, Inc. (Bankr. D. Del. Case No. 17-10251), URS West, Inc. (Bankr. D. Del. Case No. 17-10252), Bill & Wag's, Inc. (Bankr. D. Del. Case No. 17-10253), Export Enterprises of Massachusetts, Inc. (Bankr. D. Del. Case No. 17-10254), Pat's Towing, Inc. (Bankr. D. Del. Case No. 17-10255), Keystone Towing, Inc. (Bankr. D. Del. Case No. 17-10256), Ross Baker Towing, Inc. (Bankr. D. Del. Case No. 17-10257), URT Texas, Inc. (Bankr. D. Del. Case No. 17-10258), Mart Caudle Corporation (Bankr. D. Del. Case No. 17-10259), Signature Towing, Inc. (Bankr. D. Del. Case No. 17-10260), WHW Transport, Inc. (Bankr. D. Del. Case No. 17-10261), URS Southeast, Inc. (Bankr. D. Del. Case No. 17-10262), URS Northeast, Inc. (Bankr. D. Del. Case No. 17-10263), URS Southwest, Inc. (Bankr. D. Del. Case No. 17-10264), Fast Towing, Inc. (Bankr. D. Del. Case No. 17-10265), E&R Towing and Garage, Inc. (Bankr. D. Del. Case No. 17-10266), Sunrise Towing, Inc. (Bankr. D. Del. Case No. 17-10267), Ken Lehman Enterprises, Inc. (Bankr. D. Del. Case No. 17-10268), United Road Towing of South Florida, Inc. (Bankr. D. Del. Case No. 17-10269), Rapid Recovery Incorporated (Bankr. D. Del. Case No. 17-10270), United Road Towing Services, Inc. (Bankr. D. Del. Case No. 17-10271), Arri Brothers, Inc. (Bankr. D. Del. Case No. 17-10272), Rancho Del Oro Companies, Inc. (Bankr. D. Del. Case No. 17-10273), CSCBD, Inc. (Bankr. D. Del. Case No. 17-10274), UR VMS, LLC (Bankr. D. Del. Case No. 17-10275), URS Leasing, Inc. (Bankr. D. Del. Case No. 17-10276), and UR Vehicle Management Solutions, Inc. (Bankr. D. Del. Case No. 17-10277). The petitions were signed by Michael Mahar, chief financial officer. Judge Laurie Selber Silverstein presides over the case. The Debtors estimated assets of between $10 million and $50 million and debt between $50 million and $100 million. Daniel J. McGuire, Esq., Grace D. D'Arcy, Esq., and Carrie V. Hardman, Esq., at Winston & Strawn LLP, serve as Debtors' general counsel. M. Blake Cleary, Esq., Ryan M. Bartley, Esq., and Andrew Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel. Getzler Henrich & Associates LLC is the Debtors' financial advisor. SSG Advisors LLC is the Debtors' investment banker. Rust Consulting/Omni Bankruptcy is the Debtors' noticing, claims and balloting agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 16, 2017, appointed five creditors to serve on the official committee of unsecured creditors appointed in the Chapter 11 cases of United Road Towing, Inc., and its affiliates. The Committee has hired Pachulski Stang Ziel & Jones LLP as counsel, and Gavin/Solmonese LLC as financial advisor. UTTX HOSPITALITY: Case Summary & Unsecured Creditor --------------------------------------------------- Debtor: UTTX Hospitality LLC 1804 E Sarah Dewitt Dr Gonzales, TX 78629-2602 Case No.: 17-51100 Business Description: The Debtor is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Chapter 11 Petition Date: May 9, 2017 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Debtor's Counsel: Sylvester Jerome Williams, Jr., Esq. WILLIAMS REFUGE & MICKEY, PLLC 5151 Katy Freeway, Suite 205 Houston, TX 77007 Tel: 832-364-5999 Fax: 832-369-0063 E-mail: swilliams@wrmlawfirm.com Estimated Assets: $0 Estimated Liabilities: $1.14 million The Debtor's list of creditors who have the 20 largest unsecured claims and are not insiders contains a single entry: Ozona National Bank, holding an unsecured claim of $1.14 million. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txwb17-51100.pdf VANITY SHOP: Hires Bell Bank as Trustee for ERISA Plan ------------------------------------------------------ Vanity Shop of Grand Forks, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of South Dakota to employ Bell Bank f/d/b Bell State Bank & Trust as trustee for ERISA Plan. At the commencement of the case, the Debtor was the Administrator of the Vanity Shop of Grand Forks, Inc. Savings and Retirement Plan (the "Plan"), which is a 401(k) employee benefit plan governed by ERISA. The Plan was originally effective on June 28, 1983. Vanity, Inc. has also adopted the Plan. All of the money contributed to the Plan is held in a trust fund and the Designated Trustee is Bell Bank f/d/b Bell State Bank & Trust. The Debtor intends to terminate the Plan as of May 9, 2017 and, with the assistance of Bell Bank in its capacity as Designated Trustee, begin disbursing the benefits to the plan participants in accordance with the provisions of the Plan. The Debtor desires to retain and employ Bell Bank as the Designated Trustee for the Plan and believes that said organization is best suited to assist the Debtor with terminating the Plan and disbursing the benefits to the plan participants. In 2015, the Directed Trustee's fees for assisting the Debtor in administering the Plan were $16,316. These fees were paid for out of the Plan assets as allowed by the Plan. For 2016, the Directed Trustee's fees for assisting with the administration of the Plan and completion of the 5500 were $25,912.36. These fees were paid for out of the Plan assets as allowed by the Plan. The Directed Trustee's fees for 2017 which would include termination of the Plan, preparation of the final 5500 and disbursement of all participant funds to the plan participants is estimated to be $42,441. These fees would be paid for out of the Plan assets as allowed by the Plan. Deanna Linstad, vice president and relationship manager employed by Bell Bank f/d/b Bell State Bank & Trust, 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. Bell Bank may be reached at: Deanna Linstad Bell Bank f/d/b Bell State Bank & Trust 15 Broadway, Suite 400 Fargo, ND 58102 Tel: 701-451-3086 E-mail: dlinstad@bellbanks.com About Vanity Shop of Grand Forks, Inc. Based in Fargo, North Dakota, Vanity Shop of Grand Forks, Inc. filed a Chapter 11 petition (Bankr. D. N.Dak. Case No. 17-30112) on March 1, 2017. The petition was signed by James Bennett, chairman of the Board of Directors. The Hon. Shon Hastings presides over the case. In its petition, the Debtor estimated $50,000 to $100,000 in assets and $10 million to $50 million in liabilities. Caren Stanley, Esq., at Vogel Law Firm, serves as bankruptcy counsel to the Debtor. On March 10, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee hired Fox Rothschild LLP as bankruptcy counsel, BGA Management, LLC, as financial advisor, and Brady Martz & Associates, PC, as accountant. VANITY SHOP: Hires Eide Bailly as Auditor for ERISA Plan -------------------------------------------------------- Vanity Shop of Grand Forks, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of South Dakota to employ Eide Bailly, LLP as auditor for the ERISA Plan. At the commencement of the case, the Debtor was the Administrator of the Vanity Shop of Grand Forks, Inc. Savings and Retirement Plan (the "Plan"), which is a 401(k) employee benefit plan governed by ERISA. The Plan was originally effective on June 28, 1983. Vanity, Inc. has also adopted the Plan. The Debtor intends to terminate the Plan as of May 9, 2017 and, with the assistance of Bell Bank in its capacity as Designated Trustee, begin disbursing the benefits to the plan participants in accordance with the provisions of the Plan. The Debtor desires to employ Eide Bailly, LLP as the independent auditor for the Plan and believes that said firm is best suited to assist the Debtor (and the Designated Trustee) with terminating the Plan. The Plan is required to be independently audited for 2016 and also for 2017 after all benefits have been disbursed to participants. The fee for Eide Bailly, LLP for the 2016 audit is anticipated to be $8,500. The fee for 2017 is estimated to be $8,750. Eide Bailly, LLP is requesting a prepayment of $17,259 br deposited with Eide Bailly, LLP prior to commencing the auditing services as security. Corey Enger, CPA, partner at Eide Bailly, 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. Eide Bailly may be reached at: Corey Enger, CPA Eide Bailly, LLP 4310 17th Ave. S. Fargo, ND 58108-2545 Tel: (701) 239-8680 E-mail: cenger@eidebailly.com About Vanity Shop of Grand Forks, Inc. Based in Fargo, North Dakota, Vanity Shop of Grand Forks, Inc. filed a Chapter 11 petition (Bankr. D. N.Dak. Case No. 17-30112) on March 1, 2017. The petition was signed by James Bennett, chairman of the Board of Directors. The Hon. Shon Hastings presides over the case. In its petition, the Debtor estimated $50,000 to $100,000 in assets and $10 million to $50 million in liabilities. Caren Stanley, Esq., at Vogel Law Firm, serves as bankruptcy counsel to the Debtor. On March 10, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee hired Fox Rothschild LLP as bankruptcy counsel, BGA Management, LLC, as financial advisor, and Brady Martz & Associates, PC, as accountant. WALTON INTERNATIONAL: In CCAA Proceedings, E&Y Named as Monitor --------------------------------------------------------------- Walton International Group Inc. and its affiliated entities obtained on April 28, 2017, an order from the Alberta Court of Queen's Bench providing creditor protection under the Companies' Creditors Arrangement Act. The initial order authorizes the Debtors to begin a court-supervised restructuring and grants the Debtors various relief, including but not limited to a stay of proceedings against the Debtors and their assets, and the appointment of Ernst and Young as monitor. The initial order further provides a stay of proceedings against Walton Global Investments Ltd., Walton International Group (USA) Inc. and certain limited partners whose general partners are Debtors in the CCAA proceedings. A copy of the initial order granted can be found at http://www.ey.com/ca/wigi. A copy of the initial order or other documents may also be obtained by contacting the monitor at 1 (855) 941-1828 or wigi.questions@ca.ey.com Walton International Group Inc. -- https://www.walton.com -- is privately-owned real estate investment and development group concentrating on the research, acquisition, administration, planning and development of strategically located land in major North American growth corridors. WINDTREE THERAPEUTICS: Receives NASDAQ Share Delisting Notice ------------------------------------------------------------- Windtree Therapeutics, Inc., a biotechnology company focused on developing aerosolized KL4 surfactant therapies for respiratory diseases, on May 3, 2017, disclosed that it has received written notification from the NASDAQ Stock Market ("NASDAQ") that it has determined to delist the Company's shares from the NASDAQ Capital Market ("Capital Market"), and will suspend trading in the Company's shares at the open of business on Friday, May 5, 2017, since the Company no longer satisfies the Capital Market's listing requirements, specifically the requirement to maintain a minimum of $2.5 million in stockholders' equity. The letter also stated that NASDAQ will complete the delisting by filing a Form 25 Notification of Delisting with the Securities and Exchange Commission (SEC). The Company has filed an application to have its shares quoted on the OTCQB(R) Market ("OTCQB"), which is operated by OTC Market Groups Inc., under the symbol "WINT" and anticipates that its shares will begin to trade on the OTCQB effective Friday, May 5, 2017. The transition to the OTCQB does not affect the Company's business operations, including the Company's plans to complete and release top-line results from the AEROSURF(R) phase 2b clinical trial by mid‑2017. The Company will also continue to be registered with the SEC under the Exchange Act and will continue to file periodic financial reports that will be available on the SEC's website, www.SEC.gov. About Windtree Therapeutics Windtree Therapeutics, Inc. (Nasdaq: WINT) -- http://www.windtreetx.com/-- is a clinical-stage biotechnology company focused on developing novel surfactant therapies for respiratory diseases and other potential applications. Windtree's proprietary technology platform includes a synthetic, peptide-containing surfactant (KL4 surfactant) that is structurally similar to endogenous pulmonary surfactant and novel drug-delivery technologies being developed to enable noninvasive administration of aerosolized KL4 surfactant. Windtree is focused initially on improving the management of respiratory distress syndrome (RDS) in premature infants and believes that its proprietary technology may make it possible, over time, to develop a pipeline of KL4 surfactant product candidates to address a variety of respiratory diseases for which there are few or no approved therapies. Going Concern Doubt Windtree Therapeutics, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $39.49 million on $2.04 million of revenues for the year ended December 31, 2016, compared to a net loss of $55.17 million on $987,000 of revenues for the year ended December 31, 2015. The audit report of Ernst and Young LLP in Philadelphia, Pa., notes that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at December 31, 2016, showed total assets of $9.70 million, total liabilities of $38.53 million, and a stockholders' equity of -$28.83 million. WK CAPITAL: INTRUST Buying 3 Pizza Huts Branches for $1 Million --------------------------------------------------------------- WK Capital Enterprises, Inc. ("WK") and affiliates ask the U.S. Bankruptcy Court for the District of Kansas to authorize the sale of real property and personal property to INTRUST Bank, N.A., for $1,000,000. The objection deadline is May 16, 2017 at 5:00 p.m. (CDT). WK is the 100% owner of three operating Pizza Hut entities, Capital Pizza Huts, Inc. ("CPH"), Capital Pizza Huts of Vermont, Inc. ("CPHV") and Capital Pizza of New Hampshire, Inc. ("CPNH"). CPHV and CPNH operate all of the Pizza Huts located in their respective states. CPH operates selective Pizza Huts restaurant locations in Tennessee, Virginia, Maine and North Carolina. The Debtors intend to sell four real estate properties held in fee title by the respective Debtor and secured to INTRUST Bank under deeds of trust or mortgages filed of record in the respective county Register or Recorder of Deeds ("Real Property"). The sale additionally includes all personal property and equipment located at the Real Property, except vending machines and coin operated amusement devices ("Personal Property"). The Real Property is described as follows: a. 191 Main Street, Gorham, New Hampshire ("Property #1"): The present titleholder of record is CPHV. The source of the title is a Warranty Deed of BK Acquisitions, Inc. dated Sept. 18, 1992 and recorded in the Coos County Registry of Deeds at Book 799, Page 827. Property #1 is subject to the following: (i) first mortgage to INTRUST Bank recorded on Jan. 31, 2000, at Book 932, Page 170; (ii) a UCC filing by Amenbal Capital Corp. recorded on Oct. 13, 1999, at Book 926, Page 127; (iii) amended UCC filing by Amenbal Capital Corp. recorded Oct. 13, 1999, at Book 930, Page 917; (iv) assignment of UCC filing by American Equipment Leasing recorded on Jan. 5, 2000, at Book 930, Page 980; (v) UCC filing by American Equipment Leasing recorded on Jan. 24,2000, at Book 931, Page 861; (vi) easement Deed from BK Acquisitions, Inc. to Vermont Pizza Huts, Inc. dated Sept. 18, 1992, recorded at Book 799, Page 833; and (vii) potential taxes due the Town of Gorham Tax Collector. b. 247 Kane Street, Gates City, Virginia 24251 ("Property #2"): The grantor in the deed of trust is Pizza Hut of Wildwood, Inc., now known as CPH under documents of merger and corporate name change. Property #2 is subject to the following: (i) a deed of trust or mortgage granted to INTRUST Bank in the amount of $275,000 recorded at DB 493, Page 455; (ii) Scott County Real Estate Taxes are paid for the year 2016; (iii) the Town of Gate City Taxes are paid for the 2015 tax season in the amount of $1,356, but are not shown as paid for 2016; (iv) a subordination and deed of trust entered into between CPH, INTRUST Bank and Ampex Brand Pizza of NE II, Inc. wherein INTRUST Bank subordinated its lien position to Ampex Brand Pizza of NE II, Inc. in the amount of $300,000 under a Subordination Deed of Trust and Credit Line Deed of Trust and Assignment of Rents recorded Jan. 25, 2017 at Book 582, Page 2345-2353 at Scott County Clerk's Office. This document was filed subsequent to the filing of this bankruptcy proceeding and is voidable under 11 U.S.C. Sections 549 and 362 as an unauthorized post-petition act by this creditor. Property #2 will be sold free and clear of this void or voidable interest, vesting title in INTRUST Bank free and clear of any interest of Ampex. c. 535 Cummings Street, Abingdon, Virginia 24210 ("Property #3"): Th property was titled in the name of Tri-Cities Property Co., a Kansas partnership by deed from RAG Land Co., a Kansas limited partnership dated Dec. 15, 1977 and recorded in the Office of the Circuit Court of Washington County, Virginia in Deed Book 582, Page 132. A subsequent deed conveyed title to Pizza Hut of Wildwood, Inc. recorded at Book 693, Page 159-161. Pizza Hut of Wildwood, Inc. subsequently merged effective Jan. 29, 1985 into Pizza Hut of Grand Junction, Inc. On April 16, 1987, Pizza Hut of Grand Junction, Inc. amended its name to CPH under documents of record with the Colorado Secretary of State. The title to Property #3 is in CPH. Property #3 is subject to the following: (i) a mortgage or deed of trust granted to INTRUST Bank in the amount of $485,000 recorded in Deed Book 1078, Page 399; (ii) easement agreement granted to Store Master Funding VII, LLC as described in easement of record in the Office of the Circuit Court Clerk of Washington County, Virginia as Instrument Number 160006095; (iii) easement to J.R.N. Chicken Stores, Inc. as described in easement of record in the Office of the Circuit Court Clerk of Washington County, Virginia in Deed Book 581, at Page 625; (iv) taxes due Washington County, Virginia are shown as paid in full; (v) Abingdon Town taxes are paid in full in the amount of $723 per bi-annual payment due May 20 and Nov. 20 of each year. d. 62 Derry Road, Hudson, New Hampshire 03051 ("Property #4"): Property #4 is titled in the name of CPNH. Property #4 is subject to the following: (i) mortgage to INTRUST Bank, N.A. dated May 12, 1999, in the principal sum of $9,600,000 recorded at Book 6105, Page 1091, having been assigned via Book 7208, Page 1707; (ii) UCC filing to INTRUST Bank recorded at Book 6105, Page 0227, with a continuation statement recorded at Book 7228, Page 1256; (iii) UCC filing to INTRUST Bank recorded at Book 6303, Page 1703, with a continuation statement recorded at Book 8223, Page 2074; (iv) UCC filing to INTRUST Bank recorded at Book 7203, Page 0480; (v) deed of Earl C. Burton et ux. retained easement rights to Grantor and then granted easement rights to Grantee, recorded at Book 2639, Page 783; (vi) easement to State of New Hampshire recorded at Book 6792, Page 2075; and (vii) potential taxes due the Town of Hudson Tax Collector. The Real Property is sold subject to all existing ad valorem taxes and the mortgage lien/deed of trust of INTRUST Bank, which will not merge with the deed proposed to be issued under the Motion. The sale of Real Property and Personal Property will be "as-is, where-is" with no express or implied warranties or representations, free and clear of all interests, liens, claims, and encumbrances. The closing date of the sale is May 26, 2017. The proposed sale is a valid exercise of the Debtors' business judgment, and is in the best interest of the estates, their creditors and all parties-in-interest. Accordingly, the Debtors ask the Court to approve the relief sought. About WK Capital Enterprises WK Capital Enterprises, Inc., and its subsidiaries Capital Pizza Huts, Inc., Capital Pizza Huts of Vermont, Inc., Capital Pizza of New Hampshire, Inc. are operators of 56 Pizza Hut restaurants in six states. The central business office location for the operation of the 56 restaurants is at 3445 North Webb Road, Wichita Kansas. WK Capital Enterprises and its three units sought Chapter 11 protection (Bankr. D. Kan. Case Nos. 17-10073 to 17-10076) on Jan. 23, 2017. The petitions were signed by Kenneth Jay Wagnon, president. WK Capital disclosed $1.82 million in total assets and $19.52 million in liabilities. The Debtors tapped Edward J. Nazar, Esq., of Hinkle Law Firm LLC as bankruptcy counsel and Dan W. Forker, Jr., Esq., at Forker Suter Robinson & Bell LLC as co-counsel. The Debtors hired Bradley Tidemann and JP Weigand & Sons, Inc., as their realtor; and Robert L. Simmons of MarwillMorgan, LLC, as broker. No trustee has been appointed in the case. YELLOW CAB: Taxi Affiliation Tries to Stop Claw Back of $7M ----------------------------------------------------------- Jessica Corso, writing for Bankruptcy Law360, reports that Taxi Affiliation Services LLC has moved to prevent Michael Desmond of Figliulo & Silverman PC, the court-appointed Chapter 7 trustee for Yellow Cab Affiliation Inc., from recovering $7 million allegedly taken from estate coffers without authorization from the Bankruptcy Court. Law360 relates that Michael Desmond of Figliulo & Silverman PC, the court-appointed trustee for the Debtor, and an attorney for TAS appeared in Bankruptcy Court Thursday to set a schedule for briefing. About Yellow Cab Affiliation Chicago, Illinois-based Yellow Cab Affiliation, Inc., filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-09539) on March 18, 2015. The petition was signed by Michael Levine, president. Bankruptcy Judge Hon. Carol A. Doyle presides over the case. Matthew T. Gensburg, Esq., and Martin S Kedziora, Esq., at Greenberg Traurig, LLP, and Bruce Zirinksky represent the Debtor in its restructuring effort. The Debtor estimated assets at $1 million to $10 million and debt of $10 million to $50 million. [*] ADVWG Applauds Investigation Into Asbestos Bankruptcy Trusts ---------------------------------------------------------------- The Asbestos Double-Victims Workgroup (ADVWG) is calling on additional state officials and federal authorities to join 13 states investigating whether several large national asbestos bankruptcy trusts are mismanaging funds, including if they failed to reimburse Medicaid and other medical providers as required in federal secondary payer laws. In March, attorneys general from the states of Alabama, Arkansas, Kansas, Louisiana, Michigan, Montana, Nebraska, Nevada, South Carolina, South Dakota, Utah, West Virginia, and Wisconsin joined forces in issuing a Civil Investigation Demand (CID) to four of the nation's largest bankruptcy trusts. The trusts did not comply with the CID which led to the Utah-based lawsuit asking the court to require compliance. Those trusts are formed under a law allowing companies with asbestos liability to emerge from a bankruptcy process solvent while creating trusts to pay currents and estimated victims. The AGs are concerned that negligent management of the trusts is cutting the amounts available to help victims, a disproportionate number of whom are veterans, and may not be repaying health care costs. Those victims may be unaware of possible claw-back actions coming down the pike. The multi-state investigation comes on the heels of the "Garlock" case in North Carolina when a federal judge disclosed that evidence had been suppressed in all 15 cases where he had allowed specific discovery. Both the CID and the Utah lawsuit make clear links to the Garlock case and represent the first law enforcement action on the judge's findings. Statement from Sara Warner, a founding member and spokesperson for the ADVWG: "Every day we see health care costs driving national debates, and the strong showing of 13 AGs demonstrates just how concerning this situation is. But sadly, this is not an issue that only pertains to just these states. This is a deep seeded problem and the potential corruption must be fleshed out, and that requires coordination with more states and even federal involvement. "The core issue is transparency. It is due to a lack of transparency that nobody knows how deep or how costly the fraud might run. Transparent compliance with public quarterly filings is the only answer. If publicly traded companies face similar transparency, why not the trusts? "This seems a step toward exactly what we feared might happen; asbestos victims are being implicated in the complexities of potential fraud and many of them are going to be military veterans, and we simply must get in front of this potential crisis." About the Asbestos Double-Victims Workgroup (ADVWG): The Asbestos Double-Victims Workgroup was formed to explore the idea that current -- and future -- changes in the asbestos litigation world are going to impact a very specific group of victims of asbestos disease -- those who have already gone through the legal system. These individuals and their families are already victims of America's longest-running personal injury challenge; now they might become victims of the very legal system they turned to for justice and they may find themselves under scrutiny and even financial liability for actions taken years ago under advice of their legal representatives. Background on the Asbestos Double-Victims Workgroup can also be found on our website and a recent article by Sara Warner published on the The Huffington Post. About the Asbestos Bankruptcy Trusts Complaint: On March 7, 2017, 13 attorneys general filed a civil lawsuit in Utah to investigate into whether several large national asbestos trusts reimbursed Medicaid and other medical providers when they received settlements and compensated victims. This lawsuit comes after the trusts failed to comply with a "civil investigation demand" letter (see page 13) issued in December 2016. The letter states the following: "…As chief legal officers for our respective states, we are concerned about potential abuse of the asbestos trusts. Plaintiffs' attorneys are using the trusts to obtain significant monetary recovery for claims, even where they would fail in the tort system. The abuse injures our states by improperly draining the trust assets, precluding future legitimate claimants from relying on the trust, and leaving states with the high cost associated with asbestos-related disease . . . . This evidence suggests that the trusts are not sufficiently rigorous in scrutinizing their claims. This lack of oversight also raises questions as to whether the trusts and claimants attorneys are ensuring that state medical assistance programs are being reimbursed once the trust pays claimants who have also received compensation from those programs…" The bankruptcy trusts involved include: -- Armstrong World Industries Asbestos Personal Injury Settlement Trust, a Delaware corporation -- Babcock & Wilcox Asbestos Settlement Trust, a Delaware corporation -- DII Industries, LLC Asbestos PI Trust, a Pennsylvania common law trust -- Owens Corning/Fibreboard Asbestos Personal Injury Trust, a Delaware corporation. -- The litigation comes as the U.S. Congress is considering compelling asbestos bankruptcy trusts to adopt a transparent method of reporting activity. The Fairness in Class Action Litigation and Furthering Asbestos Claim Transparency Act of 2017, sometimes called the FACT Act, the transparency was included in the class action bill passed by the U.S. House last month (March, 2017). [*] Bittner to Head Mackinac's Southwest Restructuring Practice --------------------------------------------------------------- Mackinac Partners, a financial advisory, turnaround management and restructuring firm, on May 1, 2017, announced the addition of highly accomplished financial and restructuring advisor John Bittner to the firm. Mr. Bittner, based in Dallas, joins the firm as Senior Managing Director and will lead Mackinac Partners' Southwest Restructuring Practice. He has 25 years of experience providing financial advisory, restructuring and turnaround management services to Fortune 500 and mid-sized companies and their stakeholders. Bittner has served as a lead restructuring advisor, interim CEO, CFO , CRO and Senior VP in representing numerous companies, creditor groups and stakeholders facing out-of-court restructurings, Chapter 11 proceedings, disputes, operational improvement projects, and both acquisition and divestiture transactions. Mr. Bittner has led turnaround and business transformation initiatives across a wide range of industries including energy, retail, manufacturing, construction, food and restaurant, distribution, industrial products, agriculture, and consumer products. He has advised numerous companies and stakeholders during out-of-court restructurings and Chapter 11 proceedings, including Enron Corporation, Metals USA, Texas Petrochemicals, Kaiser Gypsum Company, Parallel Energy Trust, Paul Reinhart Inc. and Idearc/Supermedia. Mr. Bittner has also served in numerous interim management roles including Chief Restructuring Officer (CRO) for Deep Marine Technology, a Houston-based oilfield services company; CRO for HRD Corporation, a Houston-based chemical manufacturer; Surviving Officer for Opus West Corporation, a Phoenix-based real estate developer; and receiver for F. Rodgers Corporation, a northern California-based construction company. Mr. Bittner also served as an advisor and later as a member of the senior management team of AppleTree Markets, Inc., a mid-sized Houston-based supermarket chain. He was an integral member of the senior management team that helped drive a significant increase in the equity value of the company upon emerging from Chapter 11. Mr. Bittner, a licensed CPA in the state of Texas, also has considerable risk mitigation and litigation support experience and has provided strategic and financial advisory to companies on key valuation issues, forensic accounting matters, and litigation disputes, including InverWorld, Opus West Corporation, and Fleming Companies. "We are very pleased to welcome John to our senior management team at Mackinac Partners," Mackinac Partners Co-founder and Managing Partner Jim Weissenborn said. "John has extensive experience in guiding companies through challenging turnaround and restructuring scenarios, including the design and implementation of financial and operational improvements that really drive value in a turnaround." "John also has considerable industry experience across the oil and gas, chemicals, agriculture and manufacturing sectors, which will bolster the continued growth of our Southwest practice," Mr. Weissenborn added. Mr. Bittner previously served as a senior executive for several leading consulting practices, most recently serving as a Partner in the Business Recovery Services practice of PwC and as a Partner in the Corporate Advisory and Restructuring Services practice of Grant Thornton LLP. He is a Certified Insolvency & Restructuring Advisor (AIRA) and a Certified Turnaround Professional (TMA), in addition to being a CPA in the state of Texas. About Mackinac Partners Mackinac Partners -- http://www.mackinacpartners.com/-- is a financial advisory, turnaround management and restructuring firm that helps clients address and resolve financial and operational crises and pursue new growth opportunities. Mackinac Partners helps clients improve their capital structures and financial performance, overcome liquidity challenges and improve operations, enhance their brand performance, improve profitability, achieve new growth and increase stakeholder value through an array of strategic, restructuring, M&A and financial advisory services including: -- Turnaround Management & Financial Restructuring -- CRO and Interim Management -- Strategic, Operational and M&A Services -- Business Intelligence, Corporate Security and Cyber Security [*] Farms Exceed Chapter 12 Bankruptcy Debt Limit ------------------------------------------------- The American Bankruptcy Institute, citing Bill Tiedje of Iowa Farmer Today, reported that Joseph Peiffer, who has practiced bankruptcy law in Cedar Rapids, Iowa, since 1985, said well more than half of the farmers coming into his office during the past two years did not qualify for a Chapter 12 bankruptcy because they had aggregate debts in excess of the current inflation-adjusted limit of $4,153,150. According to the report, the debt limit for Chapter 12 bankruptcy became tied to inflation in 2005. Before that, the limit was $1.5 million, the report said. "The debt of family farmers has increased far faster than the rate of inflation," Mr. Peiffer told the news agency. "That's why the debt limit, I believe, is too small. I've been advocating to (increase the aggregate debt limit to) $10 million." Mr. Peiffer said nearly half of his clients who don't qualify for the current debt limit would still not qualify with a $10 million limit, the report related. Mr. Peiffer said for farms with debts in excess of the limit for Chapter 12, he is left without his "most powerful tool." Farms in default may also file for bankruptcy under Chapter 11 or Chapter 7, a liquidation bankruptcy, the report added. Compared to Chapter 11, Chapter 12 filings may have tax and interest rate advantages for farmers downsizing their operation and gives creditors less control in approving a repayment plan, Barry Barash, who also specializes in agricultural bankruptcies in Galesburg, Ill., told the news agency. [*] Justin R. Wall Barred From Practicing Law for 30 Days --------------------------------------------------------- Sam Reisman, writing for Bankruptcy Law360, reports that the Indiana Supreme Court has barred an Indiana attorney Justin R. Wall, Esq., from practicing law for 30 days. According to Law360, the Supreme Court found that Mr. Wall violated state four professional conduct rules in his role as a local representative for Consumer Attorney Services PA that had allegedly fleeced Hoosier clients. Law360 relates that Mr. Wall improperly split fees. ********* 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 ***