/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171024.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, October 24, 2017, Vol. 21, No. 296 Headlines 06-019 VACAVILLE: Nov. 8 Disclosure Statement Hearing 1060 PALMS: Taps Moses S. Bardavid as Legal Counsel 215 HEMPSTEAD REALTY: Hires George E. Milhim as Accountant 21ST ONCOLOGY: 12.3% - 21.6% Recovery for Unsecureds in Latest Plan 270 BERGER: Nov. 7 Joint Hearing on Plan and Disclosures 417 RENTALS: U.S. Trustee Unable to Appoint Committee 444 EAST 13: Taps Robinson Brog as Legal Counsel 8281 MERRILL ROAD A: Plan Filing Period Extended Until October 30 9800 WEDDINGS: Hearing on First Amended Disclosures Set for Nov. 15 9800 WEDDINGS: To Pay $7,000 Per Month to BOTW Under Plan ACCO BRANDS: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable ACHAOGEN INC: Robert Duggan Has 7.3% Stake as of Aug. 2 AF LEWIS: Court OK's Disclosures; Nov. 28 Plan Confirmation Hearing AGAIA INC: Hires Seese PA as Bankruptcy Counsel ALL PEOPLE INT'L: Taps Gerald Stewart as Legal Counsel AMERICAN TIRE: S&P Cuts CCR to B- on Higher Than Expected Leverage APOLLO MEDICAL: Inks Second Amendment to NMM Merger Agreement APPVION INC: Hires DLA Piper as Bankruptcy Counsel APPVION INC: Hires Prime Clerk as Administrative Advisor ARCAPITA BANK: Court Junks BIB, TCB's Bids to Dismiss Lawsuits ARS SILVER SPRING: U.S. Trustee Unable to Appoint Committee AUTHENTIC GELATO: List of Ad Hoc Group of Franchisees Amended AVISON YOUNG: S&P Revises Outlook to Negative & Affirms 'B+' ICR AYTU BIOSCIENCE: Amends 9.8M Shares Resale Prospectus B N EMPIRE: Ordered to File Plan Disclosures Before Dec. 5 BBQ BOSS: Bank. Administrator Objects to Disclosure Statement BEAR FIGUEROA: November 30 Disclosure Statement Hearing BEST ROAD VIEW: November 15 Disclosure Statement Hearing BETHEL HEALTHCARE: Sale of Interest in Judgments to KH or $31K OK'd BILLNAT CORP: Wants to Obtain DIP Financing & Use Cash Collateral BIOVENTUS LLC: Moody's Hikes CFR to B2; Outlook Stable BOWMAN DAIRY: Hires Faegre Baker as Counsel BREITBURN ENERGY: Unsecureds to Get $500,000 Under Chapter 11 Plan BUCHANAN TRAIL: Voluntary Chapter 11 Case Summary BULLSEYE TRANSPORT: November 21 Plan Confirmation Hearing CALIFORNIA HISPANIC: Ch. 11 Trustee Hires Buchalter as Counsel CALNSHIRE ESTATES: Wants to Move Plan Filing Period to Dec. 27 CARE NEW ENGLAND: S&P Lowers Debt Rating to BB-, Outlook Negative CAROL ROSE: Taps Gardere Wynne as Legal Counsel CARRINGTON FARMS: Can Continue Using GB Cash Until January 2018 CARRINGTON FARMS: Unsecured Creditors to Get 45.2%-100% Under Plan CDK GLOBAL: S&P Affirms 'BB+' CCR on Improved Business Risk CEC ENTERTAINMENT: S&P Lowers CCR to 'B-' on Weak Credit Metrics CHARMING CHARLIE: S&P Lowers CCR to 'CCC', Outlook Negative CHINACAST EDUCATION: Gen. Unsecured Claims Estimated at $12.3MM CONCORDIA INTERNATIONAL: Commences Proceedings Under CBCA CONTEXTMEDIA HEALTH: S&P Lowers CCR to 'CCC+', Outlook Developing CREDIT ACCEPTANCE: Moody's Revises Outlook to Pos. & Affirms B1 CFR DONALD SZYMIK: Horan's Sale of Sioux Falls Property for $192K OK'd EMERALD GRANDE: La Quinta Asks Court to Reject Plan Outline FAMILY CHILD CARE: First Nat'l Bank To Be Paid $14.5K Per Month FREESEAS INC: GS Capital Has 9.86% Equity Stake as of Oct. 2 FROSTY FOX: Hires BeanLab Accounting & Advisory as Accountant GIGA-TRONICS INC: Reaches Settlement with Spanaware on APA Dispute GILDED AGE: Wants to Use Webster Bank's Cash Through Nov. 30 GIOVANNI TRANSPORT: Nov. 16 Plan and Disclosure Statement Hearing GO LAWN: Allowed to Use Cash Collateral on Interim Basis GRAFTECH INT'L: Moody's Puts Caa1 CFR Under Review for Upgrade GROSS FAMILY: November 30 Final Disclosure Statement Hearing HARLAND CLARKE: Moody's Rates Proposed $1.68BB Term Loan B1 HARLAND CLARKE: S&P Rates New $1.68BB Sr. Secured Term Loan 'BB-' HAWAII ISLAND AIR: Taps Case Lombardi as Legal Counsel HIGH COUNTRY FUSION: Dec. 21 Consolidated-Led Auction of All Assets HUNTINGTON INGALLS: Moody's Hikes Senior Unsecured Ratings From Ba2 IHEARTCOMMUNICATIONS INC: Extends Notes Private Offers to Nov. 10 IMAGEWARE SYSTEMS: Cancels Convertible Preferred Shares Series E-G INCA REFINING: Hires Latter & Blum as Real Estate INTEVA PRODUCTS: Moody's Withdraws B1 Corporate Family Rating INVERSIONES ARAXI: Taps Juan Ruiz Reyes as Accountant IRONCLAD PERFORMANCE: Equity Committee Taps Dentons as Counsel IRONCLAD PERFORMANCE: Taps Stubbs Alderton as Corporate Counsel ISLAND VIEW CROSSING: Needs Time to Resolve Financing, File Plan JILL HOLDINGS: S&P Alters Outlook to Stable on Weak Performance JOHN Q. HAMMONS: Sale of Springfield Property to Reids $79K Okayed JOSOVITZ PROPERTIES: U.S. Trustee Unable to Appoint Committee K&D HOSPITALITY: Hires David A. Colecchia as Counsel KRUMBEIN LLC: Hires David C Rubin as Counsel L BRANDS: Fitch Affirms BB+ IDR; Outlook Stable LAFLAMME'S INC: Wants to Use Cash Collateral Until Nov. 6 LAST FRONTIER: Loan from Dolphin Enterprises to Fund Latest Plan LAURA ELSHEIMER: Has Interim OK to Use Cash Collateral Until Nov. 2 LG BOLLINGER: Hires Cliff Bourland as Appraiser LOPEZ TIRES: Case Summary & 20 Largest Unsecured Creditors LOPEZ TIRES: Hires Marcos D. Oliva as Bankruptcy Counsel LUNDIN MINING: Moody's Puts Ba3 CFR Under Review for Upgrade LUNDIN MINING: S&P Ups CCR to BB on Debt Repayment, Outlook Stable MAC ACQUISITION: Wants to Obtain $5-Mil. Financing From Raven MANN REALTY: Hires NAI Commercial as Real Estate Broker MAYACAMAS HOLDINGS: Trustee Hires Crowell & Moring as Counsel MEDALLION MIDLAND: Fitch Assigns Initial BB- Issuer Default Rating MENA STEEL BUILDINGS: Plan Confirmation Hearing Set for Dec. 13 MOBILESMITH INC: Jon Campbell Quits as Director MOHDSAMEER ALJANEDI: Allowed to Use Cash Collateral Until Nov. 20 MUNCIE COMMUNITY: S&P Retains BB Bonds Rating on Watch Negative NASRIN OIL: Taps Merrill P.A. as Legal Counsel NATIONAL EVENTS: Taps Westerman Ball as Legal Counsel NAVISTAR INT'L: S&P Affirms 'B-' CCR Amid Debt Refinancing NAVISTAR INTERNATIONAL: Commences Cash Tender Offer for 8.25% Notes NET ELEMENT: Believes to Have Regained Compliance with NASDAQ Rules NET ELEMENT: Has 2.4M Outstanding Common Shares as of Oct. 20 NEW HOPE: Unsecured Creditors to Get 77% Over 90 Months Period NEWSTAR FINANCIAL: Fitch Puts 'B' IDR on Rating Watch Evolving NEWSTAR FINANCIAL: S&P Puts 'BB-' CCR on CreditWatch Positive NORTHERN OIL: 19% Shareholders Mull Possible Exchange Transaction OAK PARENT: Moody's Lowers CFR to B2 Amid Weak Performance OCEAN RIG: Petitions to Wind Up Scheme Companies Withdrawn OMNI LION'S RUN: Asks for Court's Nod to Use Cash Collateral OMNI LION'S RUN: To Pay Unsecureds in Full with Interest for 3 Yrs ONE STATE STREET: Seeks to Align Exclusivity With Affiliates OPUS MANAGEMENT: Court Approves First Amended Disclosures P.D.L. INC: Has Court's Final Nod to Use Cash Collateral PACE DIVERSIFIED: December 6 Plan Confirmation Hearing PANTECH WIRELESS: $300K Cash Infusion from ParentCo to Fund Plan PANTECH WIRELESS: Court Conditionally Approved Disclosures PARAMOUNT BUILDING: Creditors Panel Hires Cross Law as Counsel PARETEUM CORP: Inks Share Exchange Agreement with Artilium PETROQUEST ENERGY: Will No Longer Hold Special Meeting PREMIER MARINE: Court Extends Plan Filing Period to December 8 PRINCE INT'L: Moody's Affirms Caa1 CFR & Revises Outlook to Pos. PROFIT RECOVERY: Trustee Hires Rincon Law as Counsel QUALITY CARE: Moody's Confirms Caa1 CFR; Outlook Negative RENNOVA HEALTH: Debentures Amortization Starts This Month RENNOVA HEALTH: Interim Chief Financial Officer Resigns RESOLUTE ENERGY: Amends Credit Agreement with Bank of Montreal RFI MANAGEMENT: Fourth Interim Cash Use Order Entered RITE AID: S&P Affirms 'B' Corp Credit Rating, Off CreditWatch Pos. ROBERT T. WINZINGER: Hires Harmer Realty as Appraiser RONIC INC: May Use Cash on Interim Basis; Hearing on Nov. 9 SAAD INC: Bid on Cash Collateral Use Withdrawn on Oct. 19 SAC DEVELOPMENT: Hires MD Graham as Real Estate Broker SAILING EMPORIUM: Allowed to File Chapter 11 Plan Until January 27 SEADRILL LIMITED: Creditors Panel Hires Kramer Levin as Counsel SEADRILL LIMITED: Panel Hires Cole as Local and Conflict Counsel SEATEQ CORPORATION: Hires SB Law as Special Counsel SENIOR COMMUNITY HOUSING: Hires Mihel Law as Litigation Counsel SHERIDAN FUND II: S&P Hikes ICRs to CCC+ Amid Debt Restructuring SHOOT THE MOON: Third Amended Disclosure Statement OK'd SMI ACQUISITION: Moody's Assigns B3 CFR; Outlook Stable SPECTRUM HEALTHCARE: Convenience Claimants' Recovery Reduced to 5% STEEPLE RUN: Seeks December 27 Plan Exclusivity Extension STEIN PROPERTIES: Can Use FNB Cash Collateral Through Feb. 28 STICHTER & STICHTER: Court Approves Disclosure Statement STONE OAK: Unsecureds to Receive 3% Under Proposed Plan STOP ALARMS: Ch.11 Trustee Hires Hope Shelby as Accountant STRATEGIC MATERIALS: S&P Assigns B CCR Amid Littlejohn Transaction SUPERVALU INC: S&P Alters Outlook to Negative Amid Rising Leverage SWAGAT HOTELS: 2704 Positive Buying McHenry Property for $1.3M TAKATA CORP: Bar Date to File Airbag Injury Claims Set for Nov. 27 TINA JONES: LHP Capital Buying Murfreesboro Property for $2.5M TOP SHELV: Gets Approval to Hire Cook Pray as Appraiser TOWERSTREAM CORP: Amends 4.4 Million Units Prospectus with SEC TRAVELLER'S REST: Unsecureds to Recoup 80%-100% Under Plan TRI STATE TRUCKING: Conway Wants Amendment to Disclosure Statement TRINITY 83: 19100 Crescent Buying Mokena Property for $1.7 Million TROXELL COMPANY: Nov. 9 Plan Confirmation Hearing UC HOLDINGS: S&P Assigns 'B' Corp Credit Rating, Outlook Stable UNI-PIXEL INC: Committee Taps Pachulski as Legal Counsel UNI-PIXEL INC: Needs Access to $150K Cash Collateral Until Nov. 15 UNITY COURIER: November 22 Disclosure Statement Hearing UNITY RESPIRATORY: Disclosure Statement Conditionally Approved VANITY SHOP: Selling IP Assets in Oct. 25 Auction VISUAL HEALTH: May Use Cash Collateral Until Jan. 31, 2018 WALKER RENAISSANCE: Plan Confirmation Hearing Set for Dec. 6 WALL GROUP: Case Summary & 20 Largest Unsecured Creditors WARRIOR MET: S&P Affirms B- CCR & Rates New $350MM Sec. Notes B- WESTMORELAND COAL: Promotes Joseph Micheletti to COO WINDSTREAM SERVICES: Fitch Keeps 'BB-' IDRs on Watch Negative WRIGHT'S WELL: Oceaneering International Opposes Plan Outline OK XPO LOGISTICS: Moody's Hikes CFR to Ba3; Outlook Stable YELLOW CAB COOP: Trustee Hires Bishop Barry as Litigation Counsel [^] Large Companies with Insolvent Balance Sheet ********* 06-019 VACAVILLE: Nov. 8 Disclosure Statement Hearing ----------------------------------------------------- 06-019 Vacaville III Business Trust files with the U.S. Bankruptcy Court for the District of Nevada an amended disclosure statement in connection with the solicitation of its Plan of Reorganization filed on June 27, 2017. The most significant creditor of the Debtor is Solano County Treasurer, which holds an undivided secured claim of $1,086,081 for property taxes secured by the Property. The Debtor plans to satisfy its current tax obligations through the marketing and sale of the Property. There are no known priority claims. The general unsecured claims under Class 3 amount to approximately $90,357. Class 3 claims consist of capital investments made by the investing beneficiaries of the Debtor to satisfy administrative and operating costs and the accrued management fees of Mesa Asset Management. After payment of the claims of Solano County, the general unsecured creditors will be paid 100% of their allowed claim. Each Class 3 claimant receives a vote to either accept or reject the Plan. Subsequent to payment in full of all administrative and unsecured creditor claims, the remaining sales proceeds will be distributed under the Operating Agreement of Biggs Business Trust to Class 4 equity holders of the Debtor, pursuant to their respective interests. Class 4 will receive pro rata distributions as well as the Tenants-in-Common based upon their initial investment to the initial loan amount of $5,315,000 with an equivalent reduction from their original investment amount. Class 4 claims are insider claims and are not valid for confirmation of the plan. The Debtor anticipates that the sale of all of its assets and the satisfaction of all claims will be completed within five years of confirmation. The Debtor intends to liquidate all of its remaining assets and terminate its operations. The Debtor estimates that the purchase price of the current sale of the Property will provide sufficient income to satisfy the outstanding creditor's claims entirely. Based upon comparable sales and marketing of the surrounding communities and properties, the Property was estimated to be valued at $3,000,000 at the Petition Date. Under the TANK sale offer, the Debtor's 61.11% interest in the Property would be worth approximately $1,469,696. The Debtor intends to retain Mesa Asset Management to manage the Debtor -- particularly the marketing and liquidation of the real property -- in consideration for a management fee of $750 per month. The Court has reserved November 8, 2017 at 9:30 a.m. for the hearing on the adequacy of the disclosure statement. A full-text copy of the Debtor's Amended Disclosure Statement dated October 11, 2017 is available for free at https://is.gd/Q11IAg Attorney for the Debtor: Timothy P. Thomas, Esq. Law Office of Timothy P. Thomas, LLC 1771 E. Flamingo Rd., Suite B-212 Las Vegas, NV 89119 Phone: (702) 227-0011 Fax: (702) 227-0334 About 06-019 Vacaville III Based in Las Vegas, Nevada, 06-019 Vacaville III Business Trust is a holding company for parties who acquired an interest in a real estate that served as collateral to secure an investment that was ultimately foreclosed upon. The Debtor is in the business of managing and marketing the real property for sale. The Debtor filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-12929) on May 27, 2016. In its petition, the Debtor listed $1.81 million in assets and $1.04 million in liabilities. The petition was signed by Peter Becker, manager of trustee. Judge Mike K. Nakagawa presides over the case. Timothy P. Thomas, Esq., at the Law Office of Timothy Thomas, LLC serves as the Debtor's bankruptcy counsel. 1060 PALMS: Taps Moses S. Bardavid as Legal Counsel --------------------------------------------------- 1060 Palms, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ the Law Offices of Moses S. Bardavid to, among other things, give legal advice regarding its duties under the Bankruptcy Code and assist in the preparation of a plan of reorganization. The firm will charge an hourly fee of $350. Bardavid received $10,000 from the Debtor as payment for its pre-bankruptcy and post-petition services. Moses Bardavid, Esq., disclosed in a court filing that he and other employees of his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Moses S. Bardavid, Esq. Law Offices of Moses S. Bardavid 16133 Ventura Boulevard Encino, CA 91436 Tel: (818) 377-7454 Fax: (818) 377-7455 Email: mbardavid@hotmail.com About 1060 Palms LLC 1060 Palms, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-22183) on October 3, 2017. Yoni Guttman, its member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $50,000. Judge Robert N. Kwan presides over the case. 215 HEMPSTEAD REALTY: Hires George E. Milhim as Accountant ---------------------------------------------------------- 215 Hempstead Realty Corp., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ George E. Milhim, CPA, as accountant to the Debtor. 215 Hempstead Realty requires George E. Milhim to: (a) assist in the preparation of monthly operating reports and statements of cash receipts and disbursements; (b) assist in the development of a plan of reorganization; (c) assist in the preparation of a liquidation analysis; (d) assist in the preparation of operating and cash flow projections; (e) review of existing accounting systems and procedures and establish new systems and procedures, as required; (f) assist in workouts on tax liabilities, as required; (g) assist in the development of budgets; (h) appear at creditors' committee meetings, 341(a) hearings and Court hearings, as required; and (i) perform other services as required by the Debtor and Debtor's counsel. George E. Milhim will be paid at these hourly rates: Accountant $200 Staff $150 George E. Milhim will also be reimbursed for reasonable out-of-pocket expenses incurred. George E. Milhim 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. George E. Milhim can be reached at: George E. Milhim 320 Hempstead Avenue West Hempstead, NY 11552 Tel: (516) 481-4800 About 215 Hempstead Realty Corp. 215 Hempstead Realty Corp. filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-74474) on July 24, 2017. The petition was signed by Nadide Cakici, its president. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. McBreen & Kopko represents the Debtor as bankruptcy counsel. The Debtor previously sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-70755). The case was filed on February 10, 2017. 21ST ONCOLOGY: 12.3% - 21.6% Recovery for Unsecureds in Latest Plan ------------------------------------------------------------------- 21st Century Oncology Holdings, Inc., and its debtor-affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York their latest disclosure statement dated Oct. 13, 2017, referring to their joint Chapter 11 plan of reorganization. This latest filing discloses that on Dec. 16, 2015, Debtor 21st Century Oncology entered into a Corporate Integrity Agreement (CIA) with the U.S. Department of Health and Human Services' Office of Inspector General to resolve the exclusion authority under the Social Security Act implicated by the inquiry that provided the basis for the December 2015 settlement with the federal government. On March 3, 2016, Debtor 21st Century Oncology and OIG entered into a side letter adding additional requirements to the CIA to resolve exclusion authority implicated by the inquiry that provided the basis for the March 2016 settlement with the federal government. The Debtors are also working with various agencies of the federal government to resolve certain overpayments, including a voluntary disclosure related to the Debtors' employment of two excluded providers; disclosures made to the OIG under the CIA involving overpayments owed to Medicare related to meaningful use attestations and retained credit balances; and a voluntary self-disclosure made to the Centers for Medicare & Medicaid Services involving a Stark Law matter. In addition, the Debtors are working with the federal government to negotiate the assumption of Medicare participation and enrollment agreements, and potentially other relevant agreements. Class 6 under the latest plan consists of all General Unsecured Claims. Any holder of an Eligible General Unsecured Claim as of the Rights Offering Record Date that (x) has not made the Convenience Claim Election (with respect to an Eligible General Unsecured Claim greater than $1,000,000) or has made the New Common Stock Election (with respect to an Eligible General Unsecured Claim less than or equal to $1,000,000) and (y) is an Accredited Investor will also receive its pro rata share of the New Notes Rights and the New Preferred Equity Rights (based on the proportion that such holder's Eligible General Unsecured Claim as of the Rights Offering Record Date bears to the aggregate amount of (I) all Eligible General Unsecured Claims as of the Rights Offering Record Date held by each Person that has certified that it is an Accredited Investor plus (II) all Allowed Note Claims as of the Rights Offering Record Date). Estimated convenience claim recovery is 12.3% - 21.6%, while non-convenience class claims recovery is estimated at 1.7%-34.8%. A full-text copy of the Redlined Version of the Latest Disclosure Statement is available at: http://bankrupt.com/misc/nysb17-22770-525.pdf About 21st Century Oncology 21st Century Oncology Holdings, Inc., is a global provider of integrated cancer care services. As of March 31, 2017, the company operated 179 treatment centers, including 143 centers located in 17 U.S. states and 36 centers located in seven countries in Latin America. 21st Century and 59 U.S. affiliates filed Chapter 11 petitions under the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22770) on May 25, 2017. The cases are pending before the Hon. Judge Robert D. Drain. Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtors estimated their assets and debts at $1 billion to $10 billion. The Debtor employed Kurtzman Carson Consultants LLC as claims and noticing agent. On June 8, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee has tapped Morrison & Foerster LLP as counsel and Berkeley Research Group, LLC and financial advisor. 270 BERGER: Nov. 7 Joint Hearing on Plan and Disclosures -------------------------------------------------------- Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey will convene a joint hearing on Nov. 7, 2017, at 2:00 p.m. to determine the adequacy of 270 Berger Real Estate, LLC's disclosure statement, dated Oct. 3, 2017, and, if warranted, to approve the plan of reorganization. Written objections to the adequacy of the Disclosure Statement must be filed and served no later than seven days prior to the hearing. Written objections to the Plan of Reorganization must be filed with and served on the plan proponent no later than seven days before the hearing and ballots accepting or rejecting the Plan must be filed no later than seven days before the hearing. About 270 Berger Real Estate Investments, LLC 270 Berger Real Estate, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 16-21006) on June 6, 2016. The petition was signed by Joseph Plotzker, managing member. The case is assigned to Judge Christine M. Gravelle. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. On January 31, 2017, the Debtor filed its Chapter 11 plan of reorganization and disclosure statement. 417 RENTALS: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of 417 Rentals, LLC, as of Oct. 19, according to a court docket. About 417 Rentals LLC Based in Brookline, Missouri, 417 Rentals, LLC, is a privately held company in the real estate rental service industry. 417 Rentals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-60935) on Aug. 25, 2017. Christopher Gatley, its member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC, serves as the Debtor's bankruptcy counsel. 444 EAST 13: Taps Robinson Brog as Legal Counsel ------------------------------------------------ E. 9th St. Holdings LLC and E. 10th St. Holdings LLC have filed separate applications seeking approval from the U.S. Bankruptcy Court for the Southern District of New York to hire legal counsel. The Debtors propose to employ Robinson Brog Leinwand Greene Genovese & Gluck, P.C. to, among other things, give legal advice regarding their duties under the Bankruptcy Code; negotiate with creditors; and assist in the preparation of a plan of reorganization. The firm's hourly rates range from $400 to $700 for the services of its shareholders; $250 to $465 for associates; and $175 to $300 for paralegals. On July 6, 2017, the Debtors paid the firm a retainer in the amount of $11,717, inclusive of the required filing fee. Robinson Brog, its partners and associates are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: A. Mitchell Greene Robinson Brog Leinwand Greene Genovese & Gluck, P.C. 875 Third Avenue New York, NY 10022 About 444 East 13 LLC 444 East 13 LLC owns and operates a residential apartment building located at 444 East 13th Street in the east village neighborhood of Manhattan, New York. The property is valued at $11 million. E. 9th St. Holdings owns and operates a residential apartment building located at 332 East 9th Street in the east village neighborhood of Manhattan, New York, valued at $8.82 million. Meanwhile, E. 10th St. Holdings owns and operates a residential apartment building located at 251 East 10th Street in the east village neighborhood of Manhattan, New York, which is valued at $7.5 million. The properties are encumbered by mortgages to 444 Lender LLC and E. Village Lender LLC (assigned to Metropolitan Commercial Bank). E. 9th St. Holdings, E. 10th St. Holdings and 444 East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 17-23141 to 17-23143) on July 21, 2017. David Goldwasser, authorized signatory of GC Realty Advisors LLC, manager signed the petitions. Judge Robert D. Drain presides over the cases. At the time of the filing, E. 9th St. Holdings listed $8,850,000 in total assets and $6,020,000 in total liabilities. E. 10th St. Holdings listed $7,590,000 in total assets and $3,980,000 in total liabilities. 444 East 13 LLC disclosed $11,030,000 in total assets and $8,980,000 in total debts. The bankruptcy cases filed by the Debtors' affiliates that are still pending: Petition Debtor Court Case No. Date ------------------- ----- -------- --------- AC I Manahawkin LLC S.D.N.Y. 14-22793 6/04/14 AC I Toms River LLC S.D.N.Y. 16-22023 1/08/16 BCH Capital LLC S.D.N.Y. 17-22384 3/15/17 Cypress Way LLC S.D.N.Y. 17-22383 3/15/17 East Village Properties LLC, et al. S.D.N.Y. 17-22453 3/28/17 Romad Realty Inc. S.D.N.Y. 15-20007 9/28/15 West 41 Property LLC S.D.N.Y. 16-22393 3/25/16 8281 MERRILL ROAD A: Plan Filing Period Extended Until October 30 ----------------------------------------------------------------- Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida has extended the exclusive periods within which only 8281 Merrill Road A, LLC, and 8281 Merrill Road C, LLC may file a plan of reorganization and seek acceptances of such plan, until October 30 and December 29, 2017 respectively, without prejudice to further extensions. The Troubled Company Reporter has previously reported that the Debtors required additional time to negotiate and prepare adequate information. The Debtors told the Court that they have continued their negotiations with primary financing source Roger 14, LLC, and other creditors to advance restructuring of their debt. The Debtors explained that their bankruptcy cases involves several unresolved contingencies, including negotiations with Roger, and other potential claimants in the case, and analysis of the most prudent method to maximize the value of the Debtors' assets. The Debtor told the Court that they have continued to minimize the operating expenses of the Merrill Property. Further, the Debtors said that they have continued to advance restructuring of its debt or facilitating a controlled and adequately marketed sale or lease of the Merrill Property while negotiating with its creditors. About 8281 Merrill Road A, LLC 8281 Merrill Road A, LLC, is a manager-managed limited liability company with manager, Jacksonville Merrill Dealership, LLC, which is itself managed by Daniel Rusche. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-17027) on June 2, 2017. The Hon. Raymond B. Ray presides over the case. Messana, PA, represents the Debtor as counsel. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Tim O'Brien, who, according to court documents, is the manager of manager. 9800 WEDDINGS: Hearing on First Amended Disclosures Set for Nov. 15 ------------------------------------------------------------------- Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the District of Arizona is set to hold a hearing on Nov. 15, 2017, at 10:00 a.m. to consider approval 9800 Weddings, LLC's first amended disclosure statement. The last day for filing with the Court and serving written objections to the First Amended Disclosure Statement is fixed at five business days prior to the hearing date set for approval of the First Amended Disclosure Statement. About 9800 Weddings LLC 9800 Weddings, LLC filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-01376) on Feb. 15, 2017. The petition was signed by Joe E. May, manager. At the time of filing, the Debtor had $800,000 in total assets and $1.26 million in total liabilities. The case is assigned to Judge Brenda Moody Whinery. The Debtor is represented by Eric Slocum Sparks, Esq. at Eric Slocum Sparks, P.C. On May 16, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. 9800 WEDDINGS: To Pay $7,000 Per Month to BOTW Under Plan --------------------------------------------------------- 9800 Weddings, LLC, filed with the U.S. Bankruptcy Court in Arizona its first amended disclosure statement dated Oct. 4, 2017, referring to the Debtor's first amended plan of reorganization dated Oct. 4, 2017. Class Four Secured Claim of Bank of the West, which filed a claim in the amount of $791,628.37, is impaired by the Plan. The Debtor and BOTW have entered into an agreement, as follows: a. the Debtor will pay $7,000 per month to BOTW. The payments will be credited against the balances due under the loan documents and in accordance with terms set forth in the Loan Documents. The balance of rent generated from the use of the trust property will be retained as cash collateral in a segregated cash collateral account. The Debtor may withdraw funds from the cash collateral account as are necessary to pay the approved expenses in accordance with the provisions of a confirmed Plan of Reorganization. The Debtor will additionally provide BOTW with: (i) proof of insurance on real property and its contents which belong to the Debtor naming BOTW as the mortgagee and loss payee; and (ii) accumulate all excess cash collateral in the Cash Collateral Account; b. without the written consent of BOTW, the Debtor will only pay those amounts set forth in the budget for use of cash collateral attached as Exhibit "A" to the stipulated interim court order authorizing use of cash collateral dated July 28, 2017; c. BOTW will have the right to inspect or otherwise examine the books, records and premises of the Debtor as such are relevant to the rights of BOTW under the Loan Documents. BOTW will have full and complete access at reasonable times and after reasonable notice to all financial records as may be necessary to ensure the Debtor's compliance with the terms of the Loan and Note. Further, the Debtor will transmit to BOTW copies of reports, financial or otherwise, including monthly operating reports in accordance with the terms of the Loan Documents; d. during the pendency of this case, the Debtor will not engage in: (i) any borrowings or use of cash collateral other than as permitted herein or agreed to in writing between BOTW and the Debtor; (ii) any use, sale or lease of the Trust Property other than in the ordinary course of the Debtor's business without the prior written consent of BOTW or order of the Court after notice to BOTW and a hearing; e. BOTW retains all rights and remedies that it may have at law, in equity, by statute, and in the Loan Documents; f. BOTW is granted a replacement lien and security interest in the cash collateral and Rents to secure the debt owed to BOTW under the Loan Documents for money used by the Debtor; g. BOTW is granted, as adequate protection, an administrative claim against the estate for every dollar of cash collateral expended by the Debtor after the Petition Date. The post-petition security interests and liens will be deemed effective and automatically perfected as of the Petition Date without the necessity of BOTW taking any further action, recording any document or filing any financing statement or other documents; h. BOTW reserves any rights it may have against any other party for any funds from the operation of the Trust Property that were improperly used, withheld or not paid as rents, whether such payment was due before or after Feb. 15, 2017, the date the Debtor filed its petition for relief. Any recovery of such funds by the Debtor will constitute cash collateral of BOTW. A copy of the First Amended Plan is available at: http://bankrupt.com/misc/azb17-01376-73.pdf As reported by the Troubled Company Reporter on May 26, 2017, the Debtor filed with the Court its proposed plan to exit Chapter 11 protection. That plan classifies all unsecured deficiency claims and unsecured claims against the company in Class 5. 9800 Weddings estimated unsecured claims in the amount of $598,003, which does not include any deficiency amounts for secured creditors. The Class 5 creditor is the primary principal of the company who will receive no distribution. About 9800 Weddings LLC 9800 Weddings, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-01376) on Feb. 15, 2017. The petition was signed by Joe E. May, manager. At the time of filing, the Debtor had $800,000 in total assets and $1.26 million in total liabilities. The case is assigned to Judge Brenda Moody Whinery. The Debtor is represented by Eric Slocum Sparks, Esq. at Eric Slocum Sparks, P.C. On May 16, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. ACCO BRANDS: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed the ratings for ACCO Brands Corporation's Long-Term Issuer Default Rating (IDR) at 'BB'. The Rating Outlook is Stable. Fitch's ratings on ACCO are predicated on the company's stable free cash flow and ongoing debt paydown, but constrained by concerns regarding secular challenges and channel shifts within the company's merchandise mix as well as the risk of further debt-financed acquisitions. KEY RATING DRIVERS Limited Organic Growth: The office products industry is experiencing a slow secular decline due to the shift toward digital technologies. The growth in private label penetration has further pressured sales of branded products in many categories. Channel shift away from the traditional office product retailers and toward discounters and online-only players have forced vendors like ACCO Brands Corporation to optimize channel management to maintain share. While ACCO benefits from its market-leading position, the company has not been immune to industry challenges. Complex Retail Landscape: ACCO operates in a highly competitive industry. Its principal customers are traditional office supply resellers, wholesalers and other retailers. ACCO's customers constantly encourage high levels of competition among suppliers, demanding innovative new products and tailored products. Retailers and e-commerce companies also import products directly from foreign sources and sell products under their own private brands that compete with ACCO's products, typically at lower prices. Staples is in the process of breaking up into different businesses and separating itself into U.S. retail, Canadian retail and corporate-supply units. Fitch expects the industry competition continues to be intense, and ACCO will need to differentiate itself through innovation, improving customer services, and responding to the ongoing channel shift. Tight Margin Management: To improve margin in a difficult operating environment, ACCO has maintained a tight focus on its cost structure and improved profitability, despite limited organic growth. The company has exited unprofitable businesses and relationships, and as a result, EBITDA margin steadily increased to over 15% in 2016 from the high single digits in 2008. Fitch Ratings expects the EBITDA margin to continue improving as ACCO benefits from margin-accretive acquisitions and cost management programs. Growth through Acquisitions: ACCO intends to be a leader in this consolidating industry. Fitch expects the company to focus on accretive acquisitions to reduce costs with a positive benefit to profitability and FCF. This should result in periodic increases in leverage. In the second-quarter 2016, ACCO acquired the remaining 50% of its joint venture Pelikan Artline Pty Limited, serving the Australia and New Zealand markets. In February 2017, ACCO acquired Esselte, a predominantly European-focused seller of office products. Both transactions were debt funded. Strong FCF, Improving Leverage: ACCO has generated positive FCF every year since 2007 except for 2012, which would have been positive adjusting for transaction costs and the bond redemption fee from the Mead acquisition. ACCO has a solid track record of meeting its public FCF goals and has a leverage target of 2.0x to 2.5x. Fitch views ACCO's focus on maintaining solid metrics and directing much of its FCF to debt reduction as positive, and expects leverage to decline to low-to-mid 2.0x by 2019 from mid-3.0x pro forma for the Esselte acquisition. DERIVATION SUMMARY Compared to other consumer companies that are in Fitch's coverage universe, ACCO is the only pure-play, public office supplies company. ACCO's Rating of 'BB' is predicated on the company's stable free cash flow and ongoing debt pay-down, though constrained by concerns regarding secular challenges and channel shifts within the company's merchandise mix as well as the risk of further debt-financed acquisitions. Hasbro ('BBB+'/Stable Outlook) had annual revenue of $5.1 billion and was levered at 1.7x total Debt/EBITDA as of July 2017. Mattel ('BBB'/Negative Outlook) had annual revenue of $5.3 billion and was levered at 3.6x total Debt/EBITDA as of June 2017. Newell ('BBB-'/Stable Outlook) had annual revenue of $15.4 billion and was levered at 3.8x total Debt/EBITDA as of June 2017. Spectrum Brands ('BB'/Stable Outlook) had annual revenue of $4.9 billion and was levered at 4.4x total Debt/EBITDA as of July 2017. The above compares to ACCO's $1.9 billion of annual revenue and total Debt/EBITDA leverage of 2.9x. KEY ASSUMPTIONS Fitch's key assumptions within the agency's rating case for the issuer include: - Fitch expects ACCO's revenue to exceed USD1.9 billion in 2017, after incorporating Esselte's contribution; Fitch assumed organic revenue to decline at low single digit rates thereafter, and assumed a $100 million bolt on acquisition that is expected to contribute mid-single digit revenue growth in 2020. - EBITDA is expected to reach USD300 million in 2017 due to the incremental contribution from the Esselte acquisition and the realization of a full-year effect from the Pelikan Artline acquisition. - FCF is expected to increase to the USD150 million to USD170 million range in the next three years. Fitch assumes FCF beginning 2017 is used to repurchase shares and reduce debt, driving leverage from mid-3.0x pro-forma for the Esselte acquisition to the low-to-mid 2.0x range by 2019. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action - An upgrade beyond 'BB' is possible if the company makes favourable acquisitions that change its business mix or model to one with less cyclical or higher growth prospects while maintaining leverage below 3x. However, an upgrade is not anticipated in the near term given existing business model issues. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action - An inability of the company to cut costs to offset the effect of declining sales, sustaining gross leverage at or above 4x, generating annual FCF of less than USD100 million, or a large debt-financed acquisition without a concrete plan to reduce debt to 4x in a 24-month time frame could lead to a negative rating action. LIQUIDITY Adequate Liquidity Liquidity is ample, and is supported by the company's consistent FCF generation, though seasonally skewed to the second half of the year. As of June 30, 2017, ACCO had cash on the balance sheet of USD102.2 million, and USD76.6 million of revolver availability (after netting out USD13.4 million letters of credit outstanding and USD309.9 million borrowed on its USD400 million revolver). Capital Structure On Jan. 27, 2017, in connection with the Esselte acquisition, ACCO entered into a third amended and restated credit agreement. The credit agreement consists of a EUR300.0 million term loan facility, an AUD80.0 million term loan facility and a USD400.0 million multi-currency revolving credit facility. As of June 30, 2017, it had a revolver draw of USD92.9 million (in AUD currency) and USD217.0 million, plus USD13.4 million letters of credit outstanding. The amount available for borrowing was USD76.6 million. In December 2016, ACCO issued USD400.0 million of senior unsecured notes due December 2024. Debt maturities are manageable at less than USD50.0 million in each of the next three years. Fitch expects FCF in 2017 to be within the range of management's public guidance of USD150.0 million. ACCO has historically applied a meaningful portion of FCF toward debt reduction. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: ACCO Brands Corporation: -- Long-term Issuer Default Rating (IDR) at 'BB'; -- $400 million senior secured revolving credit facility at 'BB+'/'RR1'; -- Senior secured Term Loan due January 2022 at 'BB+'/'RR1'; -- Senior unsecured notes due December 2024 at 'BB'/'RR4'. ACCO Brands Australia Holding Pty.: -- $400 million senior secured revolving credit facility at 'BB+'/'RR1'; -- Senior secured Term Loan due January 2022 at 'BB+'/'RR1'. The Rating Outlook is Stable. Fitch notes that ACCO Brands Australia Holding Pty is a co-borrower for the revolver and term loan. ACHAOGEN INC: Robert Duggan Has 7.3% Stake as of Aug. 2 ------------------------------------------------------- Robert W. Duggan stated in a Schedule 13D/A filed with the Securities and Exchange Commission that he beneficially owns 3,074,717 shares of common stock of Achaogen, Inc., constituting 7.3 percent of the shares outstanding. Genius Inc. also disclosed beneficial ownership of 72,170 common shares. The aggregate percentage of Shares reported owned by the Reporting Person is based on 42,233,305 Shares outstanding, as of Aug. 2, 2017, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on Aug. 8, 2017. Mr. Duggan is the sole shareholder and director of Genius Inc. By virtue of this relationship, Mr. Duggan may be deemed to beneficially own Shares owned by Genius Inc. The principal business address of Mr. Duggan is 611 S. Fort Harrison Ave., Suite 306, Clearwater, Florida 33756. The principal business address of Genius Inc. is 616 Druid Road East, Clearwater, Florida 33756. The aggregate purchase cost of the 3,002,547 Shares owned directly by Mr. Duggan is approximately $58,558,401, including brokerage commissions. Those Shares were acquired with personal funds. The aggregate purchase cost of the 72,170 Shares owned by Genius Inc., which Mr. Duggan is the sole shareholder of and may be deemed to be beneficially owned by Mr. Duggan, is approximately $1,630,879, including brokerage commissions. Those Shares were acquired with working capital. A full-text copy of the regulatory filing is available at: https://is.gd/a1doRW About Achaogen, Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a clinical-stage biopharmaceutical company passionately committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. The Company is developing plazomicin, its lead product candidate, for the treatment of serious bacterial infections due to MDR Enterobacteriaceae, including carbapenem-resistant Enterobacteriaceae. In 2013, the Centers for Disease Control and Prevention identified CRE as a "nightmare bacteria" and an immediate public health threat that requires "urgent and aggressive action." Achaogen reported a net loss of $71.22 million in 2016, a net loss of $27.09 million in 2015, and a net loss of $20.17 million in 2014. As of June 30, 2017, Achaogen had $263.2 million in total assets, $74.68 million in total liabilities, $10 million in contingently redeemable common stock and $178.5 million in stockholders' equity. The Company has incurred losses and negative cash flows from operations every year since its inception. As of June 30, 2017, the Company had unrestricted cash, cash equivalents and short-term investments of approximately $230.3 million and an accumulated deficit of approximately $306.5 million. Management expects that, based on its current operating plans, the Company's existing cash, cash equivalents and short-term investments as of June 30, 2017 will be sufficient to fund its current planned operations for at least the next twelve months from the issuance of these financial statements. Management plans to raise additional funds through equity or debt financing arrangements, government contracts, and/or third party collaboration funding in the future to fund its operations, including the commercial development of plazomicin. However, there can be no assurance that such funding sources will be available at terms acceptable to the Company or at all. The Company said if it is unable to raise additional funding to meet its working capital needs, it will be forced to delay or reduce the scope of its research programs and/or limit or cease its operations. AF LEWIS: Court OK's Disclosures; Nov. 28 Plan Confirmation Hearing ------------------------------------------------------------------- Judge Henry A. Callaway of the U.S. Bankruptcy Court for the Southern District of Alabama approved AF Lewis Enterprises, LLC's disclosure statement accompanying its plan of reorganization dated August 18, 2017. Acceptances or rejections of the Plan must be in writing and submitted on or before 5:00 p.m. Central Time on Nov. 21, 2017. All objections to confirmation of the Plan of Reorganization must be in writing and must be electronically filed on or before Nov. 21, 2017 at 5:00 p.m. Central Time. The hearing to consider confirmation of the Plan of Reorganization will be held on Nov. 28, 2017, at 8:30 a.m. in Courtroom Number 2 of the United States Bankruptcy Courthouse, 201 St. Louis Street, Mobile, AL. The Troubled Company Reporter previously reported that each unsecured claimant under the plan will receive a quarterly distribution of its pro-rata share of $500 for a period of 20 quarters in full satisfaction of all unsecured claims without interest. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/alsb16-02190-165.pdf About AF Lewis Enterprises AF Lewis Enterprises, LLC, filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 16-bk-02190) on July 1, 2016. The Debtor is represented by Silver, Voit & Thompson, Attorneys at Law, P.C. The U.S. Bankruptcy Court for the Southern District of Alabama has ordered that no official committee of unsecured creditors will be appointed in the Chapter 11 case of AF Lewis Enterprises, LLC. AGAIA INC: Hires Seese PA as Bankruptcy Counsel ----------------------------------------------- Agaia, Inc. seeks approval from the United States Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, to employ Michael D. Seese, Esq. and Seese, P.A. as bankruptcy counsel. Professional services Seese will render are: a. advise the Debtor generally regarding matters of bankruptcy law in connection with this Case; b. advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules, including local rules, pertaining to the administration of the Case and U.S. Trustee Guidelines related to the daily operation of its business and administration of this estate; c. prepare motions, applications, answers, proposed orders, reports and any other papers necessary in connection with the administration of the estate; d. negotiate with creditors, prepare and seek confirmation of a plan of reorganization and related documents, and assist the Debtor with implementation of any plan; e. assist the Debtor in the analysis, negotiation and disposition of estate assets for the benefit of the estate and its creditors; f. review executory contracts and unexpired leases; g. negotiate and document any debtor-in-possession financing and exit financing; h. advise the Debtor regarding general corporate matters and litigation issues; and i. render other advice and services as the Debtor may require. Michael D. Seese, Esq., attests that neither he nor his firm has any connection with the creditors or other parties in interest or their respective attorneys, except as disclosed in the Verified Statement in support of this Application. Seese PA has agreed to this compensation scheme: a. a general retainer in the amount of $10,000.00, which was received and used to satisfy fees and costs incurred pre-filing, plus an additional retainer in the amount of $25,000.00, which shall be paid by a third party; and b. any additional sums as may be allowed by the Court based on the time spent and services rendered, the result achieved, the difficulty and complexity encountered, and other appropriate factors. The Counsel can be reached through: Michael D. Seese, Esq. SEESE, P.A. 101 N.E. 3rd Avenue, Suite 1270 Ft. Lauderdale, FL 33301 Phone: (954) 745-5897 Email: mseese@seeselaw.com About Agaia, Inc. Agaia, Inc. is a maker of natural, non-toxic, green cleaning products for the commercial laundry, industrial cleaning, janitorial and housekeeping, food processing, marine and bunker gear cleaning industries. Based in Fort Lauderdale, Florida, Agaia, Inc. filed a Chapter 11 petition (Bankr. S.D Fla. Case No. 17-22132) on October 4, 2017. The petition was signed by Chris Shell, president. The Hon. John K. Olson presides over the case. The Debtor is represented by Michael D. Seese, Esq. at Seese, P.A. as bankruptcy counsel. At the time of filing, the Debtor estimates $1 million to $10 million both in assets and liabilities. ALL PEOPLE INT'L: Taps Gerald Stewart as Legal Counsel ------------------------------------------------------ All People International Church, Inc. proposes to employ Gerald Stewart, Esq., as its bankruptcy counsel and pay him an hourly fee of $300 for his services. It paid the attorney a retainer in the sum of $15,000 prior to its bankruptcy filing. Mr. Stewart does not hold any interest adverse to the Debtor or its estate, according to court filings. Mr. Stewart maintains an office at: Gerald Stewart, Esq. 24 N. Market Street, Suite 402 Jacksonville, FL 32202 Phone: 904-353-8876 Fax: 904-356-2776 Email: Stewartlaw7272@gmail.com About All People International Church All People International Church, Inc. -- http://www.allpeopleint.org-- owns the All People International Church located in Jacksonville, Florida. It previously sought bankruptcy protection (Bankr. M.D. Fla. Case No. 16-03994) on Oct. 31, 2016. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-03003) on August 16, 2017. Arthur T. Jones, bishop, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of less than $50,000. Judge Paul M. Glenn presides over the case. AMERICAN TIRE: S&P Cuts CCR to B- on Higher Than Expected Leverage ------------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on Huntersville, N.C.-based American Tire Distributors Inc. (ATD) to 'B-' from 'B'. The outlook is stable. S&P said, "At the same time, we lowered our issue-level rating on the company's senior secured term loan to 'CCC+' from 'B-'. The '5' recovery rating remains unchanged, indicating our expectation for modest recovery (10%-30%; rounded estimate: 25%) for debtholders in the event of a payment default. "Additionally, we lowered our issue-level rating on ATD's senior subordinated notes to 'CCC' from 'CCC+'. The '6' recovery rating remains unchanged, indicating our expectation for negligible recovery (0%-10%; rounded estimate: 0%) for debtholders in the event of a payment default." The downgrade reflects that, while ATD has gradually improved its profitability in 2017, the company has not reduced its leverage as fast as we had expected following the integration of its previous acquisitions. Instead, S&P now expects the company's debt leverage, incorporating S&P's adjustments, to remain elevated at around 8x in 2017 and 2018. S&P said, "The stable outlook on ATD reflects our belief that the company's debt leverage, incorporating S&P's adjustments, will remain around 8x in 2017 and 2018 while its credit metrics improve incrementally. Additionally, we expect that the company will generate positive free operating cash flow (FOCF) in 2017 and 2018. "We could lower our ratings on ATD if the company's profitability declines due to future unforeseen acquisition-integration issues, rising costs, declining demand for replacement tires, or increased interest expense from a debt-financed expansion that cause its FOCF to turn negative and weakens its liquidity. "We could raise our ratings on ATD if we come to believe that the company will reduce its debt-to-EBITDA comfortably below 7x, incorporating S&P's adjustments, while generating consistent positive FOCF. In order to raise our ratings, we would also need ATD's financial sponsors to commit to adopt more conservative financial policies that would allow the company to maintain this level of leverage or for ATD to cease to be controlled by financial sponsors." APOLLO MEDICAL: Inks Second Amendment to NMM Merger Agreement ------------------------------------------------------------- As previously reported in a Current Report on Form 8-K filed by the Company on Dec. 22, 2017, and April 5, 2017, Apollo Medical Holdings, Inc., entered into an Agreement and Plan of Merger dated as of Dec. 21, 2016 among the Company, Apollo Acquisition Corp., a wholly-owned subsidiary of the Company, Network Medical Management, Inc., and Kenneth Sim, M.D. as the Shareholders’ Representative, pursuant to which Merger Sub will merge with and into NMM and NMM will continue as the surviving corporation and a wholly-owned subsidiary of the Company. On Oct. 17, 2017, the Company entered into a second amendment to the Merger Agreement. Pursuant to Amendment No. 2, the merger consideration was amended to provide that each outstanding share of NMM common stock will be converted into the right to receive such number of shares of the Company's common stock, $0.001 par value, that would result in the NMM shareholders having a right to receive as merger consideration (i) an aggregate number of shares of Common Stock that represents 82% of the total issued and outstanding shares of Common Stock of the Company immediately following the consummation of the Merger (assuming there are no NMM dissenting shareholder interests as of the effective time of the Merger) and (ii) an aggregate of 2,566,666 shares of Common Stock of the Company. In addition, Amendment No. 2 provides that each NMM shareholder will be entitled to receive such shareholder's pro rata portion of (i) warrants to purchase an aggregate of 850,000 shares of the Company's Common Stock exercisable at $11.00 per share, and (ii) warrants to purchase an aggregate of 900,000 shares of the Company's Common Stock exercisable at $10.00 per share. In addition, under Amendment No. 2 NMM is required to provide a new working capital loan to the Company that will result in additional proceeds to the Company of $4,000,000. Under Amendment No. 2, the loan will be evidenced by a promissory note in the principal amount of $9,000,000 that is convertible into shares of Common Stock of the Company at a conversion price of $10.00 per share, subject to adjustment for stock splits, dividends, recapitalizations and the like. Of the principal amount, (A) $5,000,000 is required to be used to refinance a $5,000,000 working capital loan that was previously loaned by NMM to the Company pursuant to a Promissory Note dated Jan. 3, 2017 and (B) $4,000,000 is to be used for working capital. The Restated NMM Note cancels and replaces the Original Note and with the effect that the entire outstanding principal balance of the Original Note, all accrued and unpaid interest thereon, and any applicable fees, costs and chargesrolls into and becomes payable pursuant to the terms of the Restated NMM Note. Amendment No. 2 also contains certain other technical and conforming changes, including provisions authorizing the issuance of shares of NMM common stock and options (which options must be exercised or cancelled prior to the closing), and extending the End Date (as defined in the Merger Agreement) to March 31, 2018. Alliance Apex LLC Convertible Note Amendment As previously reported in a Current Report on Form 8-K filed by the Company on April 5, 2017, the Company issued a Convertible Promissory Note to Alliance Apex, LLC in the principal amount of $4,990,000. On Oct. 16, 2017, the Company and Alliance entered into an Amendment to Convertible Promissory Note pursuant to which the maturity date was extended from Dec. 31, 2017, to March 31, 2018. Restated NMM Note As previously reported in a Current Report on Form 8-K filed by the Company on April 5, 2017, the Company previously entered into a working capital loan with NMM in the amount of $5,000,000 as evidenced by the Original Note, which, in connection with Amendment No. 2, was on Oct. 17, 2017 subsequently restated by the Restated NMM Note. The Original Note has been restated to include, among others, (i) an additional $4,000,000 to be used for working capital, (ii) an extension of the maturity date to the earlier of (A) March 31, 2019 or (B) 12 months after the date the Merger Agreement is terminated, (iii) the increase in the principal amount of the Restated NMM Note to $13,990,000 if the Company fails to pay the Amended Alliance Note and NMM either pays all amounts owed under the Amended Alliance Note or enters into another agreement with Alliance (such that in either case the Amended Alliance Note is cancelled) and (iv) a conversion feature allowing the Restated NMM Note to be converted into shares of Company Common Stock at $10.00 per share, subject to adjustment for stock splits, dividends, recapitalizations and the like, with such conversion, if exercised in accordance with the terms of the Restated NMM Note, becoming effective on the maturity date. The securities were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering. About Apollo Medical Apollo Medical Holdings, Inc., and its affiliated physician groups -- http://apollomed.net/-- are patient-centered, physician-centric integrated population health management company working to provide coordinated, outcomes-based medical care in a cost-effective manner. Led by a management team with over a decade of experience, ApolloMed has built a company and culture that is focused on physicians providing high-quality medical care, population health management and care coordination for patients, particularly senior patients and patients with multiple chronic conditions. ApolloMed believes that the Company is well-positioned to take advantage of changes in the rapidly evolving U.S. healthcare industry, as there is a growing national movement towards more results-oriented healthcare centered on the triple aim of patient satisfaction, high-quality care and cost efficiency. Apollo Medical reported a net loss attributable to the Company of $8.96 million on $57.42 million of net revenues for the year ended March 31, 2017, compared to a net loss attributable to the Company of $9.34 million on $44.04 million of net revenues for the year ended March 31, 2016. As of June 30, 2017, Apollo Medical had $43.29 million in total assets, $46.63 million in total liabilities and a total stockholders' deficit of $3.33 million. BDO USA, LLP, in Los Angeles, California, expressed substantial doubt about the Company's ability to continue as a going concern in its report on the consolidated financial statements for the year ended March 31, 2017. The auditors said the Company has suffered recurring losses from operations and has generated negative cash flows from operations since inception, resulting in an accumulated deficit of $37.7 million as of March 31, 2017. APPVION INC: Hires DLA Piper as Bankruptcy Counsel -------------------------------------------------- Appvion, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware employ DLA Piper LLP (US) as counsel, nunc pro tunc to October 1, 2017. DLA Piper will provide these services: (a) advise the Debtors of their rights, powers and duties as debtors and debtors in possession while operating and managing their respective businesses and properties under chapter 11 of the Bankruptcy Code; (b) prepare on behalf of the Debtors all necessary and appropriate applications, motions, proposed orders, other pleadings, notices, schedules and other documents, and reviewing all financial and other reports to be filed in these chapter 11 cases; (c) advise the Debtors concerning, and prepare responses to, applications, motions, other pleadings, notices and other papers that may be filed by other parties in these chapter 11 cases; (d) advise the Debtors with respect to, and assist in the negotiation and documentation of, vendor contracts, asset purchase agreements, financing agreements and related transactions, labor relations and tax matters; (e) advise the Debtors regarding their ability to initiate actions to collect and recover property for the benefit of their estates; (f) advise and assist the Debtors in connection with any potential property dispositions; (g) advise the Debtors concerning executory contract and unexpired lease assumptions, assignments and rejections; (h) advise the Debtors in connection with the formulation, negotiation and promulgation of a plan or plans of reorganization, and related transactional documents; (i) assist the Debtors in reviewing, estimating and resolving claims asserted against the Debtors' estates; (j) assist the Debtors with compliance with applicable laws and governmental regulations; (k) commence and conduct litigation necessary and appropriate to assert rights held by the Debtors, protect assets of the Debtors' chapter 11 estates or otherwise further the goal of completing the Debtors' successful reorganization; and (l) provide non-bankruptcy services for the Debtors to the extent requested by the Debtors. DLA Piper intends to charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date services are rendered, and seek reimbursement of actual and necessary out-of-pocket expenses. Richard A. Chesley, Esq., a partner in the law firm DLA Piper, attests that neither he, nor DLA Piper, nor any partner, of counsel or associate thereof holds or represents an interest adverse to the Debtors or their respective estates, and DLA Piper is a "disinterested person," as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Richard A. Chesley disclosed that: -- DLA Piper has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- prior to the Petition Date DLA Piper represented the Debtors in multiple matters; and -- the Debtors have provided an estimated budget and staffing plan, recognizing that in the course of large chapter 11 cases, unforeseeable issues resulting in unanticipated fees and expenses may arise that will need to be addressed by the Debtors and DLA Piper. The Counsel can be reached through: Stuart M. Brown, Esq. Kaitlin MacKenzie Edelman, Esq. DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, DE 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 Email: stuart.brown@dlapiper.com kaitlin.edelman@dlapiper.com -and- Richard A. Chesley, Esq. 444 West Lake Street, Suite 900 Chicago, IL 60606 Telephone: (312) 368-4000 Facsimile: (312) 236-7516 Email: richard.chesley@dlapiper.com Jamila Justine Willis, Esq. 1251 Avenue of the Americas, 27th Floor New York, NY 10020 Telephone: (212) 335-4500 Facsimile: (212) 335-4501 Email: jamila.willis@dlapiper.com About Appvion, Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. On Oct. 1, 2017, Appvion, Inc. and 5 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082). The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. APPVION INC: Hires Prime Clerk as Administrative Advisor -------------------------------------------------------- Appvion, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to expand the scope of the employment of Prime Clerk LLC to include certain administrative services as administrative advisor. Administration services to be rendered by Prime Clerk are: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back- offices and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a chapter 11 plan; and (f) provide other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Retention Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court. Prime Clerk will be paid at these hourly rates: Director of Solicitation $210 Solicitation Consultant $190 COO and Executive VP No charge Director $175-$195 Consultant/Senior Consultant $65-$165 Technology Consultant $33-$95 Analyst $30-$50 Benjamin P.D. Schrag, chief business development officer of Prime Clerk LLC, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Prime Clerk can be reached at: Benjamin P.D. Schrag PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 About Appvion, Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. On Oct. 1, 2017, Appvion, Inc. and 5 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082). The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. ARCAPITA BANK: Court Junks BIB, TCB's Bids to Dismiss Lawsuits -------------------------------------------------------------- In the adversary proceedings captioned OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF ARCAPITA BANK B.S.C.(c), et al., Plaintiff, v. BAHRAIN ISLAMIC BANK, Defendant. OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF ARCAPITA BANK B.S.C.(c), et al., Plaintiff, v. TADHAMON CAPITAL B.S.C., Defendant, Adv. No. 13-01434 (SHL)., 13-01435 (SHL) (Bankr. S.D.N.Y.), the Committee seeks the return of funds invested with the Defendants by Debtor Arcapita Bank -- a Bahraini investment bank -- just before Arcapita's bankruptcy filing. Given the foreign aspects of the transactions that form the basis of the complaints, the Defendants contend that these claims should be dismissed based on the presumption against extraterritoriality and the principle of international comity. U.S. Bankruptcy Judge Sean H. Lane disagrees with the Defendants and denies their motions to dismiss. The Defendants rely on the Second Circuit's statement that international comity is particularly "important in the context of the Bankruptcy Code." But the Second Circuit's international comity decisions primarily emphasize the doctrine's bankruptcy significance in the context of parallel insolvency proceedings. American courts defer in such instances "[b]ecause the 'equitable and orderly distribution of a debtor's property requires assembling all claims against the limited assets in a single proceeding. . . . " But no such parallel proceedings exist here. The Defendants' reliance on Sec. Inv'r Prot. Corp. v. Bernard L. Madoff Inv. Sec. LLC is also misplaced. That case involved transfers by a debtor to its foreign customers where the funds were subsequently transferred to other foreign individuals and entities. For these reasons and keeping in mind the "virtually unflagging obligation" of the federal courts "to exercise the jurisdiction given them," the Court rejects the Defendants' request to abstain from making a determination in this case based on international comity. The Defendants contend that Counts II and IV must also be dismissed based on the presumption against extraterritoriality. Count II asserts a cause of action pursuant to Sections 541, 542 and 550 of the Bankruptcy Code for turnover of the Placement Proceeds as estate assets wrongfully held by the Defendants. Count IV asserts a cause of action under Sections 362(a)(3) and 362(a)(7) of the Bankruptcy Code for violation of the automatic stay based on Defendants' exercise of control over the Placement Proceeds and the setoff of antecedent debt against the Placement Proceeds. The Defendants argue that the Committee's request for turnover—upon which both Counts II and IV rest—depends on whether Arcapita's transfer of funds to the Defendants has first been avoided under Section 547 and that funds from such an avoidance action are not property of the estate under the Second Circuit's decision in In re Colonial Realty Co. The Defendants also argue that neither Section 542 (the basis of Count II) nor Section 362 (the basis of Count IV) apply extraterritorially. The Court disagrees with both of the Defendants' arguments. First, the Court finds fault with Defendants' characterization of the Committee's claims. Contrary to the Defendants' assertion, the Committee's claims under Sections 542(b) and 362(a) are independent of the avoidance claims. Counts II and IV allege that the Defendants owe Arcapita debt in the form of matured Placement Proceeds and that, rather than pay this matured debt to Arcapita, the Defendants instead chose to retain that property of the Debtor by virtue of a setoff. Second, the Court rejects the Defendants' contention that Sections 542(b) and 362 do not apply extraterritoriality. Section 542(b) of the Bankruptcy Code provides that a trustee may recover "a debt that is property of the estate and that is matured, payable on demand, or payable on order. . . ." Unlike Section 547, Section 542(b) explicitly references property of the estate. Section 541 defines "property of the estate" as including all "interests of the debtor in property." Section 541 gives the trustee title over the debtor's property "wherever located and by whomever held[,]" whether that property is located in the United States or a foreign jurisdiction. Thus, it is clear that Congress intended to apply extraterritorially the provisions of the Bankruptcy Code that relate to property of the estate, such as Section 542(b). For the said reasons, the Court denies the Defendants' motions to dismiss based on the doctrines of international comity and the presumption against extraterritoriality. The Committee is directed to settle a proposed order on seven days' notice. The bankruptcy case is in re: ARCAPITA BANK B.S.C.(c), et al., Chapter 11, Reorganized Debtors, Case No. 12-11076 (SHL) (Jointly Administered) (Bankr. S.D.N.Y). A full-text copy of Judge Lane's Memorandum Decision dated Oct. 13, 2017, is available at https://is.gd/RlUaSi from Leagle.com. Arcapita Bank B.S.C.(C), et al., Debtor, represented by Matthew G. Bouslog -- mbouslog@gibsondunn.com -- Gibson, Dunn & Crutcher LLP, Brigette McGrath, ASK LLP -- bmcgrath@askllp.com -- Craig H. Millet, Gibson, Dunn & Crutcher, LLP & Michael A. Rosenthal, Gibson, Dunn & Crutcher LLP -- mrosenthal@gibsondunn.com United States Trustee, U.S. Trustee, represented by Richard C. Morrissey, Office of the U.S. Trustee. GCG, Inc., Claims and Noticing Agent, represented by Angela Ferrante -- angela.ferrante@choosegcg.com -- Garden City Group, LLC & Jeffrey S. Stein, GCG, Inc. Official Committee of Unsecured Creditors, Creditor Committee, represented by Dennis F. Dunne -- ddunne@milbank.com -- Milbank, Tweed, Hadley & McCloy LLP and Evan R. Fleck -- efleck@milbank.com -- Milbank, Tweed, Hadley & McCloy, LLP. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (nka Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (nka Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represented the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., served as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah-compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group had roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100 percent lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for the Southern District of New York entered its Findings of Fact, Conclusions of Law, and Order confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and Related Debtors with respect to each Debtor other than Falcon Gas Storage Company, Inc. A copy of the Confirmed Second Amended Joint Plan (With First Technical Modifications) is available at: http://bankrupt.com/misc/arcapita.doc1265.pdf The effective date of the Debtors' Second Amended Joint Plan of Reorganization, dated as of June 11, 2013, occurred on Sept. 17, 2013. ARS SILVER SPRING: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The Office of the U.S. Trustee on Oct. 20 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of ARS Silver Spring LLC. ARS Silver Spring is represented by: Justin M. Reiner, Esq. Axelson, Williamowsky, Bender & Fishman 1401 Rockville Pike, Suite 650 Rockville, MD 20852 Phone: 866-933-7953 Email: jmr@awbflaw.com About ARS Silver Spring LLC ARS Silver Spring LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-20596) on August 7, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $100,000 and estimated liabilities of less than $500,000. Judge Wendelin I. Lipp presides over the case. The Debtor is represented by Axelson, Williamowsky, Bender & Fishman. AUTHENTIC GELATO: List of Ad Hoc Group of Franchisees Amended ------------------------------------------------------------- Pronske Goolsby & Kathman, P.C., filed with the U.S. Bankruptcy Court for the Northern District of Texas an amended verified statement with respect to the firm's representation of an ad hoc group formed by certain franchisees of Authentic Gelato, LLC, et al. PGK has made changes to the list of franchisees comprising the Ad Hoc Group and their disclosable economic interests. As of the filing of this Statement, the Franchisees consist of approximately 26 of the alleged 32 franchises. The group now included: 1. A&E Gelato, LLC (Ashantis Houston & Erik Reppert) Sundance Square 308 Houston Street Fort Worth, TX 76102 Nature & Amount of Disclosable Economic Interest: Franchisee 2. Asra Ventures LLC Paciugo Grapevine Mills Mall (Ameer and Ayesha Khoja) 3000 Grapevine Mills Pkwy, Suite 333 Grapevine, TX 76051 Nature & Amount of Disclosable Economic Interest: Franchisee Claim for: $100,000 3. Avi Ventures, Inc. AYI Enterprises Inc. AADYA Holdings Inc. (Flavia Arana and Ani Poddar) 3241 N. Broadway Street Chicago, IL 60657 2324 W. Giddings Street Chicago, IL 60625 2009 W. Roscoe, First Floor Chicago, IL 60618 Nature & Amount of Disclosable Economic Interest: Franchisee 4. Bayou Gelateria, LLC (Robin & Wayne Hogue) Paciugo Gelato Caffe Shreveport 9462 Ellerbe Road, Suite 130 Shreveport, LA 71106 Nature & Amount of Disclosable Economic Interest: Franchisee 5. Bearchrisaaa, LLC dba KC Gelato (Barry and Christine Marshall) 13436 Metcalf Avenue Overland Park, KS 66213 6709 W. 119th Street Overland Park, KS 66209 Nature & Amount of Disclosable Economic Interest: Franchisee Claim for $14,459.68 6. Bona Fortuna, LLC (Blanca Chow-Hickman & Tobin Hickman) 2522 W Freddy Gonzales Edinburg, TX 78539 Nature & Amount of Disclosable Economic Interest: Franchisee Claim for $28,111.95 7. Cengiz & Marvelia Bilge Dirican 220 Hiddencrest Cir. El Paso, TX 79912 Nature & Amount of Disclosable Economic Interest: Franchisee Claim for $25,000 8. Charlemagne Estates LLC (April Charlemagne-Walding) 2113 Abrams Road Dallas, TX75214 Nature & Amount of Disclosable Economic Interest: Franchisee 9. Gourmet Gelato & Caffe, LLC (Ly & Dana Tran) 3699 McKinney Avenue Suite 101B Dallas, TX 75204 Nature & Amount of Disclosable Economic Interest: Franchisee Claim for $11,860.12 10. Maaad Inc. (Audrey S. DiFrancia) 7181 West Alaska Drive Lakewood, CO 80226 Nature & Amount of Disclosable Economic Interest: Franchisee 11. Mango Man St Pete LLC (Mark & Debbie Safko) 301 Beach Drive NE #300 St. Petersburg, FL 33701 Nature & Amount of Disclosable Economic Interest: Franchisee 12. Mini's Gelato & Cafe, Inc. (Luis & Martha Oseguera) 4108 Emerson Avenue Suite 2 Dallas, TX 75205 Nature & Amount of Disclosable Economic Interest: Franchisee Claim for $175,000 13. Montagne di Gelato, LLC dba Paciugo Gelato, Loveland Co (Louis Marchesano & Scott King) 8311 S. Louden Crossing Ct. Fort Collins, CO 80528 Nature & Amount of Disclosable Economic Interest: Franchisee 14. Navalta Group LLC Paciugo Gelato at The Shops at Legacy (Beth & Mark Navalta) 7501 Lone Star Drive, Suite B145 Plano, TX 75024 Nature & Amount of Disclosable Economic Interest: Franchisee Claim for $400,000 15. Orchan Investment LLC (Lucy Ortiz & Fabrizio Paletta) 2000 Willowbrook Mall Houston, TX 77070 Nature & Amount of Disclosable Economic Interest: Franchisee Claim for $17,000 16. Saif and Kamil LLC (Asim Chinoy & Nadia Rana) 936 Garden Park Drive Allen, Texas 75013 8008 State Highway 121 Frisco, Texas 75034 Nature & Amount of Disclosable Economic Interest: Franchisee 17. Sphinx Inc. LLC (Mohamed Shedid) 999 E. Basse Road San Antonio, TX 78209 Nature & Amount of Disclosable Economic Interest: Franchisee Claim for $25,000 18. Two Days Gelato, LLC (Linda Day) 107 N. Kentucky Street McKinney, TX 75069 Nature & Amount of Disclosable Economic Interest: Franchisee 19. WXW Investments, LLC dba Paciugo Town East Mall (Wesson Assefa) 2053 Town East Mall Mesquite, TX 75150 Nature & Amount of Disclosable Economic Interest: Franchisee As reported by the Troubled Company Reporter on Oct. 11, 2017, PGK submitted a verified statement with respect to the firm's representation of an ad hoc group formed by certain franchisees of the Debtors. That statement listed these franchisees: Audrey J. Di Francia, Ashantis Houston & Erik Reppert, Asim Chinoy & Nadia Rana, Bearchrisaaa, LLC, Bona Fortuna, LLC, Cengiz & Marvelia Bilge Dirican, Flavia Arana and Ani Poddar, Gourmet Gelato & Caffe, LLC, Lucy Ortiz & Fabrizio Paletta, Mark & Debbie Safko, Montagne di Gelato, LLC, Paciugo Gelato at The Shops at Legacy, Paciugo Grapevine Mills Mall, Mohamed Shedid, Robin & Wayne Hogue, Two Days Gelato, LLC, and WXW Investments, LLC. About Authentic Gelato, et al. Founded by Ugo Ginatta and his wife and son in 1999, Paciugo Holdings, LLC, manufactures authentic Italian gelato for sale through company-owned and franchise store locations and direct distributorships. Operations are generally encompassed within four operating entities: Paciugo Supply, Paciugo Franchising, Paciugo Properties, and Authentic Gelato. Paciugo Supply carries out the manufacturing aspect of the business, producing gelato and other Paciugo products and ingredients for Paciugo system stores and third party customers. Authentic Gelato owns and operates three company-owned stores in Dallas and Houston and one kiosk in Houston. Paciugo Franchising is the franchising arm of the business, and Paciugo Properties owns all of the Company's intellectual property, including trademarks and formulas, which it licenses to Paciugo Supply, Paciugo Franchising, and Authentic Gelato. A fifth entity, Ginatta RE, owns the headquarters and manufacturing facility in Dallas, Texas. Facing increased financial pressure after the construction in 2014-15 of a larger manufacturing facility in Dallas, Texas, Authentic Gelato, LLC, Paciugo Holdings, LLC, Ad Astra Holdings, LP, Paciugo Management, LLC, Paciugo Supply Co, LP, Paciugo Franchising, LP, Paciugo Properties, LP, Ginatta RE, LLC each filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 17-33532) on Sept. 19, 2017. The Debtors continue to manage and operate their businesses as a debtors-in-possession pursuant to 11 Sec. 1107 and 1108. Authentic Gelato has estimated assets and debts of $1 million to $10 million. Keith Miles Aurzada, Esq., and Michael P. Cooley, Esq., of Bryan Cave LLP, serve as the Debtors' bankruptcy counsel. AVISON YOUNG: S&P Revises Outlook to Negative & Affirms 'B+' ICR ---------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Avison Young (Canada) Inc. to negative from stable and affirmed the 'B+' issuer credit rating. S&P said, "At the same time, we also affirmed the issue rating on Avison Young's senior secured notes at 'B+'. The recovery rating of '3' remains unchanged. The '3' recovery rating indicates our expectation of meaningful recovery (60%) of principal in the event of a payment default." The negative outlook reflects Avison Young's continued International Financial Reporting Standards (IFRS) operating losses, weaker-than-peer EBITDA margins, and risks to the firm's active merger and acquisition (M&A) strategy. Through the first six months of 2017, the company reported a $17.4 million operating loss, which further erodes the company's net liability balance sheet position. The company's mid-single-digit EBITDA margin remains significantly lower than its larger commercial real estate services peers. S&P also sees incremental risk to the company's active M&A strategy as it creates operation and integration risks in addition to lower liquidity compared to 2016 levels. The outlook is negative. S&P said, "We could lower our rating on Avison Young over the next 12 months if we do not expect the company to post and consistently achieve net income. We could also lower the ratings if the company's growth strategy is beyond the limits of what we may consider operationally possible, feasible, or prudent, resulting in any operational or integration risk. We could also lower the ratings if EBITDA interest coverage declines to 1.5x. "An upgrade is unlikely over the next 12 months. However, we could revise the outlook to stable if we expect the company's leverage, measured as net debt to EBTIDA, to remain well below 6.0x on a consistent basis and the firm scales back on its acquisitive growth strategy, reducing pressure on liquidity." AYTU BIOSCIENCE: Amends 9.8M Shares Resale Prospectus ----------------------------------------------------- Aytu Bioscience, Inc., filed with the Securities and Exchange Commission a third amendment to its Form S-1 registration statement relating to the sale or other disposition from time to time of up to 9,844,684 shares of its common stock, $0.0001 par value per share by AIGH Partners LP, Armistice Capital Master Fund Ltd., Bigger Capital Fund, LP, et al., of 3,030,014 of which are outstanding and 6,064,670 of which underlie warrants to purchase shares of our common stock and 750,000 of which underlie convertible preferred stock. The Company is not selling any shares of common stock under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the selling stockholder. However, the Company will receive proceeds for any exercise of warrants, but not for the subsequent sale of the shares underlying the warrants. The shares of common stock being offered by the selling stockholders have been issued pursuant to the securities purchase agreement dated Aug. 11, 2017, that the Company entered into with certain investors. The selling stockholders may sell or otherwise dispose of the shares of common stock covered by this prospectus in a number of different ways and at varying prices. The selling stockholders will pay all brokerage fees and commissions and similar expenses. The Company will pay all expenses (except brokerage fees and commissions and similar expenses) relating to the registration of the shares with the Securities and Exchange Commission. Aytu Bioscience's common stock is listed on the NASDAQ Capital Market under the ticker symbol "AYTU." On Oct. 20, 2017, the closing price of its common stock as reported on NASDAQ was $5.65. A full-text copy of the amended prospectus is available at: https://is.gd/YuXl42 About Aytu BioScience Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty healthcare company concentrating on developing and commercializing products with an initial focus on urological diseases and conditions. Aytu is currently focused on addressing significant medical needs in the areas of urological cancers, hypogonadism, urinary tract infections, male infertility, and sexual dysfunction. Aytu BioScience reported a net loss of $22.50 million for the year ended June 30, 2017, a net loss of $28.18 million for the year ended June 30, 2016, and a net loss of $7.72 million for the year ended June 30, 2015. As of June 30, 2017, Aytu BioScience had $14.99 million in total assets, $10.99 million in total liabilities, and $3.99 million in total stockholders' equity. B N EMPIRE: Ordered to File Plan Disclosures Before Dec. 5 ---------------------------------------------------------- Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle District of Florida ordered B N Empire, LLC, to file a plan and disclosure statement on or before Dec. 5, 2017. The Disclosure Statement must, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre− and post−petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. If the Debtor fails to file a Plan and Disclosure Statement by the filing deadline, the Court will issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7 case pursuant to section 1112(b)(1) of the Bankruptcy Code. About B N Empire, LLC B N Empire, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-07841) on Sept. 5, 2017. Johnson Pope Bokor Ruppel & Burns, LLP, represents the Debtor as counsel. BBQ BOSS: Bank. Administrator Objects to Disclosure Statement ------------------------------------------------------------- J. Thomas Corbett, the U.S. Bankruptcy Administrator, files with the U.S. Bankruptcy Court for the Northern District of Alabama his objection to the BBQ Boss, LLC's Disclosure Statement. The Administrator claims that the Debtor failed to abide with the Operating Order entered on January 13, 2017, specifically, the Debtor has not filed an operating report since May 2017, and has not paid the required quarterly fees. In addition, the Administrator contends that the Debtor is not paying its post-petition taxes, based on his review of the operating reports filed, as well as the pending motion of the State of Alabama Department of Revenue. In addition, the Administrator mentions that the operating reports that have been filed indicate that the Debtor is operating at a loss. Accordingly, the Administrator asserts that the Debtor's failure to comply with the Operating Order, failure to pay post-petition taxes and operating at a loss, all which are indicative of the Debtor's inability to effectively manage its affairs and reorganize. Moreover, the Administrator claims that the Disclosure Statement does not have adequate information in light of the current status of the case, and thus, asserts that the Debtor must cure these deficiencies and address feasibility in a meaningful way making a prima facie showing of feasibility in the Disclosure Statement. The U.S. Bankruptcy Administrator is represented by: Robert J. Landry, III, Esq. Assistant U.S. Bankruptcy Administrator United States Bankruptcy Administrator Northern District of Alabama 1129 Noble Street, Room 117 Anniston, Alabama 36201 Phone: (256) 741-1540 About BBQ Boss, LLC BBQ Boss, LLC DBA Quick Mart #3 of Oxford, AL, filed a voluntary petition under Chapter 11 of the United States Bankruptcy Court (Bankr. N.D. Ala. Case No. 17-40046) on Jan. 12, 2017, disclosing under $50,000 in both assets and liabilities. The petition signed by its sole member, Angela S Nassr The Debtor is represented by Harry P. Long, Esq., of the Law Offices of Harry P. Long, LLC as counsel. The Debtor employs Kemp and Associates, CPA PC as accountant. BEAR FIGUEROA: November 30 Disclosure Statement Hearing ------------------------------------------------------- Bear Figueroa LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California of the adequacy of its disclosure statement. The hearing on the Debtor's Motion to Approve Disclosure Statement will take place on November 30, 2017 at 11:00 a.m. The deadline for filing response or opposition to the approval of the disclosure statement will be on November 16. About Bear Figueroa Headquartered in Culver City, California, Bear Figueroa LLC owns a property located at 10520 South Figueroa Boulevard, Los Angeles, California 90003, valued at $2.9 million. For 2016, it recorded gross revenue of $265,000 compared to gross revenue of $250,000 during the prior year. Bear Figueroa filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-14249) on April 6, 2017, listing $2.9 million in total assets and $1.93 million in total liabilities. The petition was signed by Denise Johnson, managing member. Judge Vincent P. Zurzolo presides over the case. Lionel E Giron, Esq., at the Law Offices of Lionel E. Giron, serves as the Debtor's bankruptcy counsel. No creditors' committee has been appointed by the United States Trustee. BEST ROAD VIEW: November 15 Disclosure Statement Hearing -------------------------------------------------------- The Hon. Robert E. Littlefield, Jr., of the U.S. Bankruptcy Court for the Northern District of New York has scheduled the hearing to consider the approval of the Disclosure Statement filed by Best Road View, LLC, to be held on November 15, 2017 at 10:30 a.m. About Best Road View, LLC Best Road View, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 16-11968) on October 28, 2016. The petition was signed by Sergey Petkevichus, member. At the time of filing, the Debtor had $500,000 to $1 million in estimated assets and $100,000 to $500,000 in estimated liabilities. The Debtor is represented by Michael Leo Boyle, Esq. -- mboyle@tullylegal.com – at Tully Rinckey PLLC. The Debtor employs CBRE-Albany as real estate broker. BETHEL HEALTHCARE: Sale of Interest in Judgments to KH or $31K OK'd ------------------------------------------------------------------- Judge Geraldine Mund of the U.S. Bankruptcy Court for the Central District of California authorized Bethel Healthcare, Inc. and Corinthian Sub-Acute & Rehabilitation Center, Inc. to sell their interest in the following default judgments: (i) a judgment in adversary no. 1:15-ap-01057-GM against Cerelina M. Pichay, entered Aug. 26, 2015, in the amount of $21,304, for the benefit of the Corinthian estate; (ii) a judgment in adversary no. 1:15-ap-01043-GM against Schraders' Medical Supply, Inc., entered Aug. 26, 2015, in the amount of $10,389, for the benefit of the Bethel estate; (iii) a judgment in adversary no. 1:15-ap-01045-GM against Pharmacy Advantage, Inc., entered Aug. 26, 2015, in the amount of $60,767, for the benefit of the Bethel; (iv) a judgment in adversary no. 1:15-ap-01059-GM against ALH Enterprise, LLC, entered Aug. 26, 2015, in the amount of $69,000, for the benefit of the Corinthian estate; (v) a judgment in adversary no. 1:15-ap-01044-GM against Rami M. Shaarawy, entered Sept. 28, 2015, in the amount of $12,000, for the benefit of the Bethel estate; (vi) a judgment in adversary no. 1:15-ap-01047-GM against Nidosi, Inc., entered Sept. 28, 2015, in the amount of $14,726, for the benefit of the Bethel estate; (vii) a judgment in adversary no. 1:15-ap-01051-GM against Robo Plumbing, Inc., entered Sept. 28, 2015, in the amount of $13,300, for the benefit of the Corinthian estate; and (viii) a judgment in adversary no. 1:15-ap-01060-GM against Susan Henry and Randy Henry, jointly and severally, entered June 20, 2017, in the amount of $492,000, to KH Capital, LLC for a total of $31,000 of which $26,350 is for the benefit of the Bethel estate and $4,650 is for the benefit of the Corinthian estate. On Oct. 3, 2017, the Court conducted an Auction of the Property pursuant to the terms of the Bidding Procedures. The Purchaser represents the highest or otherwise best bid for the Property. The sale of the Property is free and clear of all liens, liabilities, claims, and encumbrances of any kind and nature. The Purchaser will close the purchase of the Property not later than three business days after the Order becomes final and non-appealable. About Bethel Healthcare About Bethel Healthcare, Inc., doing business as West Valley Convalescent Hospital, and Sub-Acute & Rehabilitation Center, Inc., filed their Chapter 11 petitions (Bankr. C.D. Cal. Case Nos. 13-12220 and 13-12221, respectively) on April 1, 2013. Bethel's and Corinthian's bankruptcy cases are jointly administered only and are not substantively consolidated. The Debtors each estimated assets and liabilities in the range of $1,000,001 to $10,000,000. The petitions were signed by Richard Brenner, chief financial officer. Judge Alan M. Ahart is assigned to the cases. The Debtors tapped Hamid R. Rafatjoo, Esq., at Venable LLP, as counsel. BILLNAT CORP: Wants to Obtain DIP Financing & Use Cash Collateral ----------------------------------------------------------------- BillNat Corp. asks for permission from the U.S. Bankruptcy Court for the Eastern District of Michigan to use up to $7,577,664 of cash collateral or to obtain postpetition financing for the purchase of goods. During the interim period, the Debtor will use cash collateral solely for the purpose of funding the ordinary and necessary costs and expenses to effectuate the sale of its assets, and, thereafter, winding down its business, including costs to preserve and protect all business, computer and other records necessary to investigate claims against third parties, as proposed by the Debtor. The Debtor sought to have Cardinal Health 110, LLC, become its primary vendor of pharmaceutical products utilizing a Prime Vendor Agreement previously executed by Cardinal and Debtor on Dec. 1, 2012, and later superseded by a Prime Vendor Agreement, Contract No. 81875 effective Aug. 1, 2016, under which Cardinal agreed to provide the Debtor with a revolving inventory line of credit in the aggregate amount of $3 million to be used to fund purchases of inventory by the Debtor from Cardinal. On June 24, 2016, the Debtor entered into a certain security agreement granting Cardinal liens on all of Debtor's assets, subject to the liens of lenders JPMorgan Chase Bank, NA, and Comerica Bank, to secure all sums owed by Debtor for goods supplied by Cardinal. On July 1, 2016, Cardinal and the lenders entered into a certain intercreditor agreement pursuant to which lenders subordinated their liens to Cardinal's liens to the extent of the Cardinal Line of Credit for goods shipped to Debtor provided that Cardinal (a) continued to supply products to Debtor on credit pursuant to the Cardinal Prime Vendor Agreement; and (b) all of the Debtor's assets were sold as a going business or sales of the assets of its individual locations were sold as going businesses. Pursuant to the Cardinal Security Agreement, to secure the Cardinal Indebtedness, Cardinal holds a properly perfected security interest in all of the Debtor's tangible and intangible assets. On the Petition Date, the amount of the Cardinal Indebtedness was approximately $1.6 million plus accrued but unpaid interest, attorneys' fees, late fees, costs, expenses and other charges of the kind provided for by the Cardinal. As of the Petition Date, the Debtor is indebted to the Lenders in the principal amount of approximately $41,511,824, plus accrued but unpaid interest, attorneys' fees, consultant fees, late fees, costs, expenses and other charges. Under the Loan Documents, to secure the Pre-Petition Indebtedness, the agent holds a properly perfected first priority lien and security interest in all of the Debtor's present and future accounts, general intangibles, documents, instruments, chattel paper, inventory, equipment, fixtures, deposit accounts, investment property, and all products and proceeds thereof. The term "proceeds" of any pre-petition collateral means proceeds of the collateral as well as (i) any and all proceeds of any insurance, indemnity or warranty or guaranty payable to the Debtor from time to time with respect to any collateral (ii) any and all payments made or due and payable to the Debtor in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of collateral by any governmental body, authority, bureau or agency (or any person under color of governmental authority) and (iii) any other payments, dividends, interest or other distributions on or in respect of any collateral. The Debtor asserts that it requires the use of cash collateral and the continuation of the Line of Credit to enable it to (i) acquire inventory products from Cardinal pursuant to the Cardinal Documents, (ii) to continue operating its business, (iii) to enable it to consummate the anticipated going concern sale, and (iv) to avoid the irreparable harm that could result from failing to do any of the foregoing. The Lenders are willing to consent to the use of cash collateral to permit the Debtor to fund operations to achieve the sale, as well as a postpetition continuation of Line of Credit pursuant to the Cardinal Documents. Cardinal is willing to consent to the use of cash collateral and to continue providing inventory under the Line of Credit pursuant to the Cardinal Documents. The Lenders are entitled, pursuant to Sections 361, 362(d) and 363 of the U.S. Bankruptcy Code, to adequate protection of their respective interests in the pre-petition collateral, and the cash collateral, including to the extent of any diminution in value of the pre-petition collateral resulting from the use, sale or lease thereof and the imposition of the automatic stay. The Debtor has agreed to provide adequate protection to the Lenders on the terms and conditions of the Order as set forth below, and it believes that the provision of adequate protection is in the best interest of the Debtor and its estate. As adequate protection for, and to secure an amount of the pre-petition indebtedness equal to the sum of the aggregate diminution subsequent to the Petition Date in the value of the pre-petition by (i) depreciation, use, sale, loss, decline in market price or otherwise, (ii) the interim cash collateral amount, and (iii) the post interim cash collateral amount, under the proposed court order authorizing limited postpetition financing for the purchase of goods, use of cash collateral. The Agent is granted alien or personal, tangible or intangible, now existing and/or owned and hereafter arising and/or acquired and wherever located, including all property of the Debtor's estate as defined in Section 541 of the Code, and all property arising, created or acquired by the Debtor after the Petition Date, including without limitation certain proceeds to be received from the sale of the Debtor's closed door long term care pharmacy assets that closed prior to the Petition Date which will be remitted to Lenders when received and any causes of action and recoveries under Chapter 5 of the Code. The Post-Petition Lien will be subject and junior in priority only to the Cardinal Indebtedness to the extent the agent's interests were subordinated to it pursuant to the Cardinal Documents on the Petition Date and to any non-avoidable, perfected pre-petition liens in any Collateral which are superior in priority to the pre-petition liens of the agent in the collateral. As adequate protection for, and to secure an amount of the Cardinal Indebtedness equal to the sum of the aggregate diminution subsequent to the Petition Date in the value of the Cardinal Collateral by depreciation, use, sale, loss, decline in market price or otherwise, the court order grants Cardinal a lien in all of the Debtor's right, title and interest in and to all of its tangible and intangible assets acquired by the Debtor after the Petition Date to the same extent, validity and priority as the Cardinal Pre-Petition Lien. As additional adequate protection, the Lenders are also each granted allowed claims, with administrative priority for claims under Section 507(b) of the Code in this case, arising from the Debtor's use of cash collateral. The claims are granted in favor of agent and Cardinal under the court order and will have priority over all other costs and expenses of the kind specified in, or ordered pursuant to, Sections 105, 326, 330, 331 364(c), 503(b), 506(c), 507(a), or 726 of the Code and will at all times be senior to the rights of the Debtor and any creditors or claimants in this case or any subsequent case under the Code, with the exception of (i) all statutory fees of the U.S. Trustee, and (ii) costs of the Clerk of the Court. The Debtor must timely accomplish any of these acts in connection with the sale of its assets: (a) entry of an order on the sale and bid procedures on or about Oct. 20, 2017; (b) conclusion of an auction (if required under any bid procedures order) of all or substantially all of the Debtor's assets by Nov. 10, 2017; (c) entry of an order approving the sale in form and substance acceptable to the Lenders by Nov. 13, 2017; and (d) consummation of the sale by Dec. 8, 2017. Copies of the Debtor's motions are available at: http://bankrupt.com/misc/mieb17-54357-9.pdf http://bankrupt.com/misc/mieb17-54357-54.pdf About BillNat Corp. BillNat Corporation operates 20 retail pharmacies from leased facilities in Southern Michigan under the name "Sav-On Drugs". It was solely owned by Mr. William G. Newman until all of its capital stock was acquired by the Frank W. Kerr Company in exchange for Mr. Newman receiving additional shares of Kerr in a transaction that closed in August 2015, but was retroactively effective as of Dec. 15, 2014. Novi, Michigan-based Frank W. Kerr Company filed a Chapter 7 petition on Aug. 23, 2016. The Debtor consented to and the Court entered an order for relief under Chapter 11, converting the case to a Chapter 11 proceeding (Bankr. E.D. Mich. Case No. 16-51724) on Sept. 19, 2016. Kerr tapped McDonald Hopkins PLC as counsel. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's noticing, claims and balloting agent. The Debtor hired Conway Mackenzie Management Services, LLC, as restructuring consultant and Jeffrey K. Tischler as chief restructuring officer. The official committee of unsecured creditors retained Lowenstein Sandler LLP as lead counsel; Wolfson Bolton PLLC as local counsel; and BDO USA, LLP, as financial advisor. On Oct. 13, 2017, BillNat Corporation filed a petition seeking relief under chapter 11 of the United States Bankruptcy Code (Bankr. E.D. Mich. Case No. 17-54357). BillNat estimated assets of $10 million to $50 million and debt of $50 million to $100 million. The case judge is the Hon. Maria L. Oxholm. BillNat tapped McDonald Hopkins PLC as counsel, SSG Advisors, LLC, as investment banker, Conway Mackenzie Management Services, LLC, as restructuring advisor, and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. BIOVENTUS LLC: Moody's Hikes CFR to B2; Outlook Stable ------------------------------------------------------ Moody's Investors Service upgraded the ratings of Bioventus LLC including the Corporate Family Rating to B2 from B3. The rating outlook is stable. Ratings upgraded: Corporate Family Rating, to B2 from B3 Probability of Default, to B3-PD from Caa1-PD Senior Secured First Lien Revolver, to B2 (LGD3) from B3 (LGD3) Senior Secured First Lien Term Loan B, to B2 (LGD3) from B3 (LGD3) The upgrade reflects the expectation of solid operating performance and deleveraging with steady earnings growth. Moody's forecasts adjusted debt to EBITDA to decline towards 4.5x within the next 6-9 months. Revenue growth in 2018 will be fueled by the launch of Durolane, a single-injection hyaluronic acid product for the treatment of osteoarthritis knee pain. RATINGS RATIONALE The B2 Corporate Family Rating reflects Bioventus' small scale relative to other players in its product segments, as well as its concentration in a few niche orthobiologic products. With debt/EBITDA of about 5x, financial leverage is relatively high in light of limited diversity and significant competition. However, Moody's anticipates steady deleveraging from earnings growth and debt repayment. That said, free cash flow will remain modest due, in part, to significant contingent payments related to past acquisitions. Earnings growth will remain solid. Bioventus will maintain a good market position as one of the leaders in take-home bone stimulation devices. While this market is mature, newer areas represent good growth opportunities, including hyaluronic acid injections and bone graft products. The stable outlook reflects Moody's belief that Bioventus will remain a small, niche medical device company with considerable financial leverage. However it also reflects Moody's views that even with acquisitions Bioventus will sustain on average debt/EBITDA below 5 times. Factors that could lead to an upgrade include significant growth in newer product lines, meaningfully improved business diversity, and debt/EBITDA sustained below 4.0 times. Factors that could lead to a downgrade include weak market traction of newer products, a significant increase in competitive risks or pricing pressure, or debt/EBITDA sustained above 5.0 times. Bioventus LLC, headquartered in Durham, North Carolina, is a manufacturer of orthobiologic products that are aimed at treating patients with cost effective or less invasive therapies. Bioventus is a private company, 51%-owned by Essex Woodlands Health Ventures and 49%-owned by Smith & Nephew. Revenues approximate $0.3 billion. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. BOWMAN DAIRY: Hires Faegre Baker as Counsel ------------------------------------------- Bowman Dairy Farms LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Faegre Baker Daniels LLP, as counsel to the Debtor. Bowman Dairy requires Faegre Baker to: a. advise the Debtor on its Chapter 11 rights, powers, and duties as debtor-in-possession; b. prepare the motions, orders, and petition to commence the Chapter 11 Case; c. prepare, on behalf of the Debtor, applications, answers, proposed orders, reports, motions, and other pleadings and papers that may be required in the Chapter 11 Case; and d. perform any other legal services as counsel for the debtor- in-possession that may be required by the Debtor or the Bankruptcy Court. Faegre Baker will be paid at these hourly rates: Partner $520 Associate $285 Paralegal $280 Prior to the petition date, Faegre Baker received a retainer in the amount of $6,500. Faegre Baker will also be reimbursed for reasonable out-of-pocket expenses incurred. Terry E. Hall, a partner of Faegre Baker Daniels 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. Faegre Baker can be reached at: Terry E. Hall, Esq. FAEGRE BAKER DANIELS LLP 300 N. Meridian Street, Suite 2700 Indianapolis, IN 46204 Tel: (317) 237-0300 Fax: (317) 237-1000 E-mail: terry.hall@FaegreBD.com About Bowman Dairy Farms LLC Bowman Dairy Farms LLC owns a dairy farm in Hagerstown, Indiana. Bowman Dairy Farms filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-06475) on Aug. 27, 2017. The petition was signed by Trent N. Bowman, member. At the time of filing, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker Daniels LLP. BREITBURN ENERGY: Unsecureds to Get $500,000 Under Chapter 11 Plan ------------------------------------------------------------------ Breitburn Energy Partners, LP, and its affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement in connection with the Debtors' Joint Chapter 11 Plan dated October 11, 2017. The Plan encompasses a comprehensive restructuring of the Debtors, that is the product of the Debtors' arms-length negotiations and an agreement with (1) the Revolving Credit Facility Lenders), (2) certain holders of the Debtors' 9.25% Senior Secured Second Lien Notes due 2020, and (3) certain holders of the Debtors' 7.875% Senior Unsecured Notes due 2022 and 8.625% Senior Unsecured Notes due 2020. The Plan is premised on the division of the Debtors' existing businesses and assets into two separate entities upon the occurrence of the Effective Date under the Plan: (1) a newly-formed limited liability company ("LegacyCo") that will own all of the Debtors' assets other than certain assets related to the Permian Basin; and (2) a newly-formed corporation ("New Permian Corp.") that will own all of the equity of a newly-formed limited liability company ("New Permian LLC") that will own the Permian Assets. The Plan provides for the following treatment of claims and equity interests: A. Revolving Credit Facility Lenders, holding claims in the aggregate amount of approximately $747,316,436 will receive: (a) cash in an amount equal to such holder's pro rata share of the Allowed Revolving Credit Facility Claims minus $400 million (i.e., the original principal amount of an amended and restated term loan facility to be entered into on the Effective Date, the “Exit Facility”) and (b) such holder's Pro Rata share of the Exit Facility. Each Revolving Credit Facility Lender will also have the right to convert all of its portion of the Exit Facility on a dollar-for-dollar basis to an equal amount of a revolving credit facility. B. Holders of the 9.25% Senior Secured Second Lien Notes, in the aggregate amount of $793.3 million plus accrued unpaid pre- and postpetition default interest on all obligations, costs, fees, indemnities, and all other obligations payable under the Secured Notes Indenture, will receive a pro rata share of 92.5% of new common units of LegacyCo, potentially subject to dilution. C. Holders of Unsecured Notes Claims that are Eligible Offerees will receive the right to purchase their pro rata share of an aggregate of 60% of the common shares issued by New Permian Corp., subject to certain dilution, pursuant to a $465 million rights offering. The Plan contemplates that the Rights Offering will be backstopped by certain Unsecured Noteholders pursuant to the Amended and Restated Backstop Commitment Agreement. New Permian Corp. will also own the remaining 7.5% of the LegacyCo Units as of the Effective Date, potentially subject to certain dilution. Pursuant to the Backstop Commitment Agreement, the Backstop Parties also have committed to exercise rights to purchase the remaining 40% of the New Permian Corp. Shares, subject to certain dilution, for the aggregate amount of $310 million. In consideration for Minimum Allocation Rights and the backstop of the Rights Offering, the Backstop Parties are to receive 10% of the New Permian Corp. Shares, which will dilute the New Permian Corp. Shares issued pursuant to the Minimum Allocation Rights and the Rights Offering. D. Holders of General Unsecured Claims (including Unsecured Noteholders that are not Eligible Offerees or that do not elect to participate in the Rights Offering) will receive their pro rata share of: $500,000 in cash or [_]% of the New Permian Corp. Shares. Accordingly, upon consummation and implementation of the Plan, 92.5% of the equity of LegacyCo will be distributed to the Second Lien Noteholders. Simultaneously, New Permian Corp. will acquire the equity of New Permian LLC (which will hold the Permian Assets), and New Permian Corp. also will acquire the remaining 7.5% of the equity of LegacyCo. In turn, New Permian Corp. will be owned 40% by the Commitment Parties that exercised the Minimum Allocation Rights and the remainder by the Unsecured Noteholders that participate in the Rights Offering. Distributions of Cash will be funded from the Rights Offering Proceeds and Minimum Allocation Rights Proceeds or the Debtors’ or the Reorganized Debtors' Cash on hand, A full-text copy of the Debtors' Disclosure Statement dated October 11, 2017 is available for free at https://is.gd/uF6dQc Attorneys for the Debtors: Ray C. Schrock, P.C. Stephen Karotkin, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 About Breitburn Energy Breitburn Energy Partners LP is engaged in the acquisition, exploitation and development of oil and natural gas properties, Midstream Assets, and a combination of ethane, propane, butane and natural gasoline that when removed from natural gas become liquid under various levels of higher pressure and lower temperature, in the United States. Operations are conducted through Breitburn Parent's wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general partner, Breitburn Operating GP LLC. Breitburn Energy Partners LP and 21 of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016, listing assets of $4.71 billion and liabilities of $3.41 billion. The petitions were signed by James G. Jackson, executive vice president and chief financial officer. The Debtors tapped Ray C Schrock, Esq., and Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP, as bankruptcy counsel. The Debtors hired Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP as their conflicts counsel. The Debtors tapped Alvarez & Marsal North America, LLC, as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. An Official Committee of Unsecured Creditors been formed in the case. The Creditors Committee retained Milbank, Tweed, Hadley & McCloy LLP as counsel. A Statutory Committee of Equity Security Holders was also formed in the case. The Equity Committee is currently composed of seven individual holders. The Equity Committee retained Proskauer Rose LLP as counsel. BUCHANAN TRAIL: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Buchanan Trail Realty Holdings LLC fka Foremost Realty Holdings LLC 75 South Broadway, 4th Floor White Plains, NY 10601 Type of Business: Buchanan Trail Realty Holdings LLC listed its business as a "Single Asset Real Estate" whose principal assets are located at 6100 Buchanan Trail West Mercersburgh, PA 17236. Chapter 11 Petition Date: October 20, 2017 Case No.: 17-23619 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtor's Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 E-mail: amg@robinsonbrog.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Daniel Gordon, manager. The Debtor did not file a list of its 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb17-23619.pdf BULLSEYE TRANSPORT: November 21 Plan Confirmation Hearing --------------------------------------------------------- Judge Laura K. Grandy of the U.S. Bankruptcy Court for the Southern District of Illinois conditionally approved the Disclosure Statement filed by Bullseye Transport, Inc. on October 10, 2017. A hearing on the disclosure statement and the confirmation of the plan of reorganization will be held on November 21, 2017 at 09:00 a.m. 5. Any objection to the disclosure statement or to confirmation of the plan must be filed on or before November 15. Acceptances or rejections of the Plan must be submitted to the attorney for debtor on or before November 14. Any complaints objecting to discharge under 11 U.S.C. Section 1141 must be filed no later than the first date set for hearing on confirmation of the plan. About Bullseye Transport Bullseye Transport, Inc., sought protection under Chapter 11 bankruptcy protection (Bankr. S.D. Ill. Case No. 16-41133) on Dec. 14, 2016. The petition was signed by Christopher S. Yearack, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. The Debtor is represented by Douglas A Antonik, Esq. of Antonik Law Offices. Judge Laura K. Grandy presides over the case. The Office of the U.S. Trustee on Jan. 26 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Bullseye Transport, Inc. CALIFORNIA HISPANIC: Ch. 11 Trustee Hires Buchalter as Counsel -------------------------------------------------------------- Thomas H. Casey, the Chapter 11 Litigation Trustee of California Hispanic Commission on Drug and Alcohol Abuse, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Buchalter, a Professional Corporation, as general bankruptcy counsel to the Trustee. The Trustee requires Buchalter to: (a) advise, consult with and represent the Trustee concerning the assets vested in the Litigation Trust; (b) assist the Trustee in the prosecution and settlement of the litigation claims vested into the Litigation Trust; (c) advise, consult with and represent the Trustee, in connection with (i) any disposition or resolution of the assets in the Litigation Trust; (ii) the administration of the Litigation Trust; and (iii) distributions to creditors from the Litigation Trust; and (d) perform other legal services to the Debtor which may be necessary but not duplicative of work currently being performed by any other professionals engaged by the Trustee. Buchalter will be paid at these hourly rates: Shareholders $375-$625 Of Counsel/Senior Counsel $325-$635 Associates $235-$450 Law Clerks $100-$170 Paralegals $90-$220 Buchalter will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey K. Garfinkle, shareholder of Buchalter, a Professional Corporation, 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. Buchalter can be reached at: Jeffrey K. Garfinkle, Esq. BUCHALTER, A PROFESSIONAL CORPORATION 1000 Wilshire Boulevard, Suite 1500 Los Angeles, CA 90017-1730 Tel: (949) 760-1121 Fax: (949) 720-0182 E-mail: jgarfinkle@buchalter.com About California Hispanic Commission on Drug and Alcohol Abuse California Hispanic Commission on Alcohol and Drug Abuse, Inc., is a nonprofit California corporation in existence since 1975 that was founded to reduce the dependency of Hispanics on drug and alcohol. CHCADA's services include mandated out-patient substance abuse treatment designed to avert drug use and deter criminal behavior, residential substance abuse recovery programs to assist homeless individuals with counseling as to substance problems, transitional housing for women and children who have experienced domestic violence, and other services. CHCADA operates counseling facilities in California pursuant to contracts with Orange and Los Angeles counties. Some of CHCADA's facilities are leased properties and others are owned by CHCADA. CHCADA filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 16-10424) on Feb. 2, 2016. The petition was signed by James Hernandez, director. The Debtor is represented by Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Victoria A. Newmark, Esq. at Pachulski Stang Ziehl & Jones LLP. The case is assigned to Judge Scott C. Clarkson. The Debtor disclosed total assets at $5.8 million and total debts at $3.61 million. On July 31, 2017, the Bankruptcy Court entered an order confirming Thomas H. Casey as the Chapter 11 Litigation Trustee of California Hispanic Commission on Drug and Alcohol Abuse. The Trustee hired Buchalter, a Professional Corporation, as counsel. CALNSHIRE ESTATES: Wants to Move Plan Filing Period to Dec. 27 -------------------------------------------------------------- One State Street Associates, L.P., Island View Crossing II, L.P., Calnshire Estates, LLC and Steeple Run, L.P. ask the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to extend the period during which each Debtor has the exclusive right to file a plan of reorganization, from the current expiration date to December 27, 2017, as well as the period during which the Debtor has the exclusive right to solicit acceptances of such plan, from the current expiration date to February 25, 2018. This is the Debtors' first request for an extension of the exclusive periods, which represents a proposed extension of each period for 60 to 69 additional days. Specifically, State Street seeks a 69 day extension of its exclusivity periods to align with the exclusivity periods sought by Island View, Calnshire and Steeple Run which have sought 60-day extensions. On August 4, 2017, Prudential Savings Bank filed its Motion seeking conversion of the Chapter 11 Bankruptcy Cases to Chapter 7 or, in the alternative, appointment of a Chapter 11 Trustee in each of the Debtors' four related Bankruptcy Cases. On August 24, 2017, Island View filed its Motion seeking authority to obtain post-petition financing. Recognizing the overlap of issues and facts between the Conversion Motions and the DIP Financing Motion, the Debtors and Prudential entered into a Stipulated Order setting discovery, pre-hearing and hearing scheduled for the Conversion Motions and for the Debtors' Post-Petition Financing Motion which, inter alia, established a consolidated hearing on both motions which was approved by the Court on August 24. By agreement of the parties, and thereafter by Order dated September 19, 2017, the consolidated hearings on the Conversion Motions and the DIP Financing Motion were continued to October 16, 2017 and October 19, 2017. While the Debtors would prefer to conclude their chapter 11 cases expeditiously, the Debtors submit that they are still in the early stage of their cases. The Debtors believe that the extension of the exclusive periods is warranted and appropriate considering that the final resolution of the Conversion Motions and the DIP Financing Motion will have a material effect on their ability and/or options to reorganize its affairs. Against the backdrop of this uncertainty, the Debtors assert that it would be premature, as well as a waste of time, effort and resources, including judicial resources, to require them to file a plan by October 19, 2107 to maintain its right to exclusivity. In addition, the Debtors believe the requested extension of exclusivity periods will afford Island View with the time required to finalize and close on its DIP financing which in turn will allow all of the Debtors to move forward with a plan that provides for the maximum return to their creditors. About One State Street Associates and Affiliates Island View, Calnshire Estates, and Steeple Run, are affiliates of One State Street Associates which filed a voluntary petition on June 21, 2017 (Bankr. E.D. Pa. Case No. 17-14291). The Debtors are managed by Renato J. Gualtieri, a real estate developer based in Langhorne, PA. Island View Crossing II, L.P., Calnshire Estates, LLC, and Steeple Run, LP filed their respective Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 17-14454, 17-14457 and 17-14458, respectively), on June 30, 2017. The Debtors' individual cases have not been ordered to be jointly administered or consolidated and thus, each Debtor has its own separate bankruptcy estate. The Hon. Eric L. Frank presides over these cases. The petitions were signed by Renato J. Gualtieri, president of corporate general partner. The Debtors are represented by David B. Smith, Esq. at Smith Kane Holman, LLC. At the time of the filing, the Debtors estimated their assets and debts at $1 million to $10 million, except for Calnshire Estates, which estimated its assets to be between $10 million to $50 million. CARE NEW ENGLAND: S&P Lowers Debt Rating to BB-, Outlook Negative ----------------------------------------------------------------- S&P Global Ratings lowered its rating to 'BB-' from 'BB' on debt issued by the Rhode Island Health & Educational Building Corp. (RIHEBC) for Care New England Health System (CNE). The outlook is negative. "The lower rating reflects CNE's prolonged period of extremely weak financial performance, thin balance sheet metrics, and declining volume trends that portend deeper utilization challenges and competitive threats within its overall service market," said S&P Global Ratings credit analyst Jennifer Soule. Rating maintenance will require a shift in underlying performance toward profitability and maintenance of balance sheet stability. The negative outlook reflects uncertainties related to CNE's ability to achieve its financial targets for fiscal 2018 and close Memorial in a timely and cost effective manner, along with its continued challenge formalizing a strategic partnership with another health care provider. S&P's outlook currently covers a period of one year. S&P said, "We could consider a lower rating if CNE does not significantly improve its financial performance through the outlook period. We do not think the system's balance sheet has any flexibility given its current operating challenges -- any further draw on its unrestricted reserves or addition of debt would be given negative consideration that could lead to a lower rating. "For a revision to a stable outlook, CNE will need to significantly reduce its operating losses in fiscal 2018, driven by a combination of volume and net patient revenue growth, along with cost reduction. If the current CNE and Partners negotiation does lead to a definitive agreement, we could factor some of the benefits of that relationship into our outlook for CNE's credit profile, although we would not factor the full benefit of that credit boost into the rating on CNE until the relationship has been fully evaluated by regulators, is approved, and penned as final. We will continue to evaluate the timing and terms of this relationship as it unfolds." CAROL ROSE: Taps Gardere Wynne as Legal Counsel ----------------------------------------------- Carol Rose, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Gardere Wynne Sewell LLP as its legal counsel. The firm will, among other things, advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; give legal advice regarding any potential sale of its assets; and assist in the preparation of a bankruptcy plan. Marcus Helt, Esq., and Matthew Pyeatt, Esq., the attorneys who will be handling the case, will charge $580 per hour and $320 per hour, respectively. The firm holds a retainer in the amount of $10,773.84 as of the petition date. Mr. Helt disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor and its estate. Gardere Wynne can be reached through: Marcus A. Helt, Esq. Matthew J. Pyeatt, Esq. Gardere Wynne Sewell LLP 2021 McKinney Avenue, Suite 1600 Dallas, TX 75201 Tel: 214-999-3000 Fax: 214-999-4667 Email: mhelt@gardere.com Email: mpyeatt@gardere.com About Carol Rose Inc. Carol Rose, Inc. -- http://carolrose.com/-- owns a horse breeding facility in Gainesville, Texas. The Debtor provides on-site breeding, cooled semen, embryo transfer, mare care & maintenance and foaling services. It is owned by Carol Rose, a National Reined Cow Horse Association (NRCHA) and National Reining Horse Association (NRHA) breeder. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 17-42058) on September 19, 2017. Ms. Rose signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of $10 million to $50 million and liabilities of less than $500,000. Judge Brenda T. Rhoades presides over the case. CARRINGTON FARMS: Can Continue Using GB Cash Until January 2018 --------------------------------------------------------------- Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the District of New Hampshire granted Carrington Farms Condominium Owners' Association's fourth motion for order authorizing continued use of cash collateral. The Debtor may use and expend up to $157,783 in cash collateral to pay the costs and expenses incurred in the ordinary course of its business to the extent provided for in the Budget during the period beginning Nov. 1, 2017 through Jan. 31, 2018. Granite Bank, f/k/a First Colebrook Bank, asserted a claim in the amount of $395,408, secured by the Debtor's assets, including deposit accounts and other similar accounts held at Granite Bank, and assignment of the right to assess and collect condominium fees, as well as all proceeds of the foregoing collateral. Accordingly, the Debtor is required to pay to Granite Bank adequate protection payments in the sum of $5,343 on each of Nov. 6, 2017, Dec. 6, 2017 and Jan. 8, 2017. Granite Bank will also be granted an additional and replacement security interests and liens in, to and on: (a) the Bank collateral with the same perfection and priority that it had in such assets prior to the Petition Date; (b) the Debtor's post-petition assets of the same kinds, nature and types as the Bank Collateral, as well as the proceeds thereof. A further hearing on the further motion for permission to use of cash collateral will be held on Jan. 31, 2018 at 2:00 p.m. The Debtor is required to file a further application for ongoing usage of cash collateral on or before Jan. 17, and any objections to such application must be filed by Jan. 24. A full-text copy of the order, dated Oct. 19, 2017, is available at http://tinyurl.com/ybs6lwrz About Carrington Farm Condominium Owners Association Carrington Farms Condominium Owners' Association, a not for profit, voluntary association organized under RSA 292, is responsible for the management and operation of Carrington Farms. It is managed by NH Core Properties, LLC, acting through Tom Carroll. Although it was administratively dissolved, Carrington Farms Condominium Owners' Association has applied for reinstatement. Carrington Farms Condominium Owners' Association filed a Chapter 11 bankruptcy petition (Bankr. D.N.H. Case No. 17-10137) on Feb. 3, 2017. Gary Woscyna, President, signed the petition. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $500,000 to $1 million in liabilities. William S. Gannon, Esq., at William S. Gannon PLLC, is serving as counsel to the Debtor. CARRINGTON FARMS: Unsecured Creditors to Get 45.2%-100% Under Plan ------------------------------------------------------------------ Carrington Farms Condominium Owners' Association submits an amended disclosure statement pertaining to an Amended Plan of Reorganization dated October 11, 2017, to the U.S. Bankruptcy Court for the District of New Hampshire. The Condominium estimates total allowed Class 5 general unsecured claims in the amount of $290,560. Holders of Class 5 will be paid in full as follows: (1) Option A, 45.2% of an allowed claim on the Effective Date or (2) Option B, in full, without interest, in 120 consecutive, equal monthly installments of principal and interest. If a creditor does not elect Option A or B, the creditor will be deemed to have elected the full payment over time option. Class 6 general unsecured claims are impaired. Granite Bank Secured Claim Class will be paid in full with interest at the fixed rate of 4.25% per annum, in 120 consecutive, equal monthly installments of principal and interest in the estimated amount of $4,251 beginning on the 30th day from the Effective Date, which is projected to be January 31, 2018. The Belletetes Secured Claim Class will be paid in full on the Effective Date, which is estimated at $8,500. The Non-Professional Administrative Expense Class will be paid in full on the date payment is due, which is estimated at $2,500. The Professional Administrative Expense Class will also be paid in full: (a) the Debtor's Financial Consultant will be paid the $7,500 estimated to be due him on the Effective Date and (b) the Debtor's counsel will cap his Allowed Claim at $67,500, which will be paid in full, with interest at the rate of 4.25% per annum, in 12 consecutive, equal monthly installments estimated to be $5,755. Additionally, the Unit Owners will retain their membership interests in the Debtor and will not be impaired by the Confirmation of the Plan. To fund the Plan of Reorganization, the Board of Directors adopted the Plan Dividend Assessment and Capital Improvement Assessment as part of the Budget for the current year, approved by the Members at the annual meeting. The Plan Dividend Assessment will raise $241,000 for the purpose of paying the dividends due convenience creditors and general unsecured creditors holding allowed claims. The Capital Improvement Assessment will raise $240,000 over a period of 10 years for the sole purpose of paying for capital improvement subject to the Confirmation of the Plan. The liability of a Unit Owner to pay the Capital Improvements Assessment will be secured by a lien on the Unit Owner’s Unit from and after the Effective Date of the Plan. Although the Debtor will have enough cash on hand to pay the dividends due on the Effective Date, it will need to bring the operating account back to $40,000 and replenish and build the capital reserve account. In order to prepare for the Effective Date, the Debtor decided to ask the Unit Owners to pay into escrow all or a portion of the Plan Dividend Assessments in advance on the condition that the Unit Owner retains title to the money and that the payment must be refunded if the Court does not confirm the Plan. A full-text copy of the Debtor's Amended Plan of Reorganization dated October 11, 2017 is available for free at https://is.gd/XbEIS7 Counsel for Carrington Farms Condominium: William S. Gannon, Esq. WILLIAM S. GANNON, PLLC 889 Elm Street, 4th Floor Manchester, NH 03101 Phone: (603) 621-0833 About Carrington Farm Condominium Owners Association Carrington Farms Condominium Owners' Association, a non-profit, voluntary association organized under RSA 292, operates the Carrington Farms. It is managed by NH Core Properties, LLC, acting through Tom Carroll. Although it was administratively dissolved, the Debtor has applied for reinstatement. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D.N.H. Case No. 17-10137) on Feb. 3, 2017. Gary Woscyna, president, signed the petition. At the time of filing, the Debtor estimated less than $500,000 in assets and less than $1 million in liabilities. Judge Bruce A. Harwood presides over the case. William S. Gannon, Esq., at William S. Gannon PLLC, represents the Debtor as bankruptcy counsel. On July 12, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. CDK GLOBAL: S&P Affirms 'BB+' CCR on Improved Business Risk ----------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' corporate credit rating on Hoffman Estates, Ill.-based CDK Global Inc. The outlook is stable. S&P said, "We also affirmed our 'BB+' issue-level rating on the company's senior unsecured debt. The recovery rating is unchanged at '3' reflecting our expectations of meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a default. "The rating affirmation reflects CDK's progress in executing its ongoing business transformation program as well as its continued aggressive shareholder returns program. We believe that CDK is on track to achieve S&P-adjusted EBITDA margins approaching the mid-30% range over the next 12 to 18 months with modest revenue growth. At the same time, we expect the company will continue to aggressively buy back shares. While we believe the company will remain within its stated target range of 2.5x to 3.0x net leverage, we expect that it will operate at the high end of this range over the next two years. "The stable outlook reflects CDK's market leadership position in the auto dealer IT market and improving EBITDA margins under its current restructuring program. We expect that the company will maintain S&P-adjusted leverage in the low-3x area by the end of fiscal 2018 with aggressive share buybacks and we project that CDK's recurring revenue model and solid free cash flow generation above $400 million over the next 12 months. "We could lower the rating over the next 12 months if adjusted leverage exceeds 4x on a sustained basis as a result of incremental debt incurred to support shareholder returns or acquisitions or if the company fails to execute on its business transformation plan. "Although unlikely over the next 12 months, we could raise the rating if the company continues to execute on its restructuring program, leading to further improvement in adjusted EBITDA margins with consistent revenue growth, while maintaining adjusted leverage in the mid-2x area on a sustained basis. This would likely entail a reduction in share buyback from current levels." CEC ENTERTAINMENT: S&P Lowers CCR to 'B-' on Weak Credit Metrics ---------------------------------------------------------------- S&P Global Ratings related that U.S. entertainment and restaurant operator CEC Entertainment Inc. recently experienced weakening credit metrics due to soft traffic trends that we think could continue in the near-term. S&P thus lowered its corporate credit rating on Irving, Texas-based entertainment and restaurant operator CEC Entertainment Inc. to 'B-' from 'B'. The outlook is negative. S&P said, "In conjunction with the lower issuer credit rating, we lowered the issue-level rating on the company's first-lien credit facility to 'B-' from 'B'. Our '3' recovery rating on the credit facility is unchanged and reflects our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. The first-lien credit facility consists of a $150 million cash flow revolver due in 2019 and a $760 million first-lien term loan due in 2021. "In addition, we lowered the rating on the company's $255 million senior unsecured notes due in 2022 to 'CCC' from 'CCC+'. Our '6' recovery rating is unchanged and reflects our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "The rating action reflects the company's recent underperformance compared with our forecast, and our expectation that operating performance will continue to be soft over the next 12 months. Weakness in fiscal 2017 was driven by soft traffic and weaker consumer spending, which has resulted in moderate weakening of credit metrics and deteriorating cash flow. As a result, we now forecast adjusted leverage sustained over the 7x area over the next one to two years, as the restaurant industry continues to face headwinds in traffic and an increasingly competitive environment. "The negative outlook reflects our expectation that operating performance will continue to be soft over the next 12 months, increasing the likelihood that we could lower the ratings if the company's cash flow and liquidity position significantly deteriorates. Also, it is our expectation that industry conditions would contribute to same-store sale declines in the low- to mid-single-digit percentage area as consumers weigh alternative entertainment options. "We could lower the rating if same-store sales trends fail to improve, worsening the company's competitive position and cash flows. We would also believe operating cash flow and liquidity would be poised to considerably decline should the company not refinance its revolver due in 2019. "An outlook revision to stable over the next 12 months is less likely given our view that operating performance will remain under pressure. Still, we could eventually revise the outlook to stable if same-store sales trends considerably improve to positive levels on sustained basis and the company successfully addresses its upcoming maturity on the revolver." CHARMING CHARLIE: S&P Lowers CCR to 'CCC', Outlook Negative ----------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Houston-based fashion jewelry and accessories retailer Charming Charlie LLC to 'CCC' from 'CCC+'. The outlook is negative. S&P said, "We also lowered the issue-level rating on the company's $150 million senior secured term loan to 'CCC' from 'CCC+'. Our '3' recovery rating remains unchanged, indicating our expectations for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of default. We do not rate the $55 million asset-based lending (ABL) revolving credit facility." S&P said, "The downgrade reflects our expectation that weak operating trends will persist over the next 12 months, resulting in the company's continued dependence on its revolver for liquidity needs. Based on our forecast, we expect the cushion of compliance under the company's total leverage and interest coverage covenant ratios to tighten and believe this could lead to a covenant breach in 2018. We believe the risks of a distressed debt transaction to address the capital structure are elevating as 2019 maturities approach, performance remains soft and the broader retail sector remains under pressure. "The negative outlook reflects our view of the company's eroding liquidity position as a result of declining earnings. We believe the company could violate its financial covenants over the next 12 months or sooner and may not have sufficient liquidity to meet its near-term debt obligations if profit trends continue to decline or accelerate. "We could lower our ratings if we believe a default is inevitable within the next six months or if a debt restructuring transaction appears more certain. We could also lower the rating if revenue and profit declines accelerate, causing us to anticipate a covenant breach in the next two quarters, and we believe the company would not obtain another amendment to the credit agreement." A positive rating action is unlikely in the near term and would be predicated on a substantial improvement in operating performance, sustained adequate covenant compliance, and sufficient liquidity that together convince us that the company will be able to refinance the 2019 debt maturities at par. S&P said, "We lowered the issue-level rating on the senior secured term loan to 'CCC' from 'CCC+' in conjunction with the lowered corporate credit rating. We do not rate the ABL credit facility. The '3' recovery rating on the term loan is unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. "Our simulated default scenario contemplates continued EBITDA declines which further weakens liquidity, and together with a covenant breach and the inability to obtain additional amendments to the credit agreement we assume these factors will lead to a payment default or a debt restructuring in the first half 2018. "That said, we have assumed that the company emerges from a bankruptcy event and valued the company on a going concern basis using a 4.5x multiple applied to our projected emergence-level EBITDA. We revised the multiple to 4.5x from 5x based our current view of on the company's competitive position, limited brand equity, and scale compared to other retail peers." -- Simulated year of default: 2018 -- EBITDA at emergence: $23 million -- Approximately 60% draw on the ABL revolving credit facility -- Implied enterprise value (EV) multiple: 4.5x -- Estimated gross EV at emergence: $105 million -- Net EV after 5% administrative costs: $100 million -- Valuation split % (obligors/nonobligors/unpledged): 100/0/0 -- Senior secured term loan claims: $130 million --Recovery expectations: 50%-70% (rounded estimate: 50%) All debt amounts include six months of prepetition interest. CHINACAST EDUCATION: Gen. Unsecured Claims Estimated at $12.3MM --------------------------------------------------------------- ChinaCast Education Corporation files with the U.S. Bankruptcy Court for the Southern District of New York a third amended disclosure statement for its Second Amended Plan dated April 25, 2017. Under the Plan, a Litigation Trust will be established for the sole purpose of distributing the Assets of the Debtor's Estate, with no objective to continue or engage in the conduct of a trade or business. The Debtor, on behalf of its itself and the Estate, will transfer to the Litigation Trust all of its right, title, and interest in the Debtor's and the Estate's cash and claims and causes of action, including, without limitation, all Avoidance Actions and Causes of Action. The Debtor and the Litigation Trust will use the proceeds of the DIP Financing and other funds held by the Debtor on the Effective Date (1) to make cash distributions required by the Plan on the Effective Date, (2) to fund the Administrative Reserve to the extent necessary to satisfy Section 1129(a)(11) of the Bankruptcy Code, (3) to pay other expenses of the Chapter 11 Case, to the extent so ordered by the Bankruptcy Court, and (4) for general purposes to fund the Litigation Trust. Pursuant to the terms of the Plan, the Litigation Trust will make Distributions from the Litigation Trust Assets to holders of the Allowed Other Secured Claims, Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Professional Fee Claims, and Allowed Priority Non-Tax Claims, and to the extent possible, to holders of Claims and Equity Interests in Classes 4 through 9 on the first Distribution Date following the Effective Date. The Litigation Trust will make one or more distributions of Litigation Trust Assets to holders of Class 6 General Unsecured Claims on a pro rata basis, after the Unclassified Claims, Class 1 DIP Financing Claims, Class 2 Other Secured Claims and Class 3 Priority Non-Tax Claims are paid in full, pari passu with the holders of Class 4 Litigation Funding Claims of Insiders and Class 5 Litigation Funding Claims of Non-Insiders. The Debtor estimated the total amount of Class 6 general unsecured claims at $12,367,282, and the recovery for general unsecured creditors is still unknown. Class 6 general unsecured creditors are impaired. A full-text copy of the Third Amended Disclosure Statement dated as of October 11, 2017 is available for free at https://is.gd/BtAjP1 Attorneys for the Debtor: Tracy L. Klestadt, Esq. Joseph C. Corneau, Esq. Klestadt Winters Jureller Southard & Stevens, LLP 200 West 41st Street, 17th Floor New York, New York 10036 Tel: (212) 972-3000 Fax: (212) 972-2245 Email: tklestadt@klestadt.com jcorneau@klestadt.com About Chinacast Education Chinacast Education Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-13121) on Nov. 9, 2016. The petition was signed by Douglas Woodrum, chief financial officer. The case is assigned to Judge Mary Kay Vyskocil. Klestadt Winters Jureller Southard & Stevens, LLP represents the debtor as its bankruptcy counsel. At the time of the filing, the Debtor estimated its assets at $500 million to $1 billion and debts at $10 million to $50 million. No trustee, examiner or creditors' committee has been appointed. On March 1, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. CONCORDIA INTERNATIONAL: Commences Proceedings Under CBCA --------------------------------------------------------- Concordia International Corp. has taken a further step in its previously announced efforts to realign its capital structure by commencing a court proceeding under the Canada Business Corporations Act. The disclosure follows an announcement on Oct. 16, 2017, that the Company decided to use a 30-day grace period to defer the payment of approximately $26 million of interest on its $735 million unsecured notes. The CBCA is a Canadian corporate statute that, among other things, allows Canadian corporations to restructure certain debt obligations. In most cases, a corporation working through a CBCA process will be able to complete a recapitalization transaction in a more efficient manner based on time, cost and other key factors. The CBCA is not a bankruptcy or insolvency statute. Under the CBCA process, Concordia's management will continue to lead day-to-day operations and operate its business as usual, while meeting its commitments to employees, suppliers and customers. "The decision to use the CBCA process to achieve our financial goals was a strategic one that we believe will protect our business, preserve our cash, and give us extra time to negotiate with lenders to ensure we achieve the best possible transaction for our Company, employees, suppliers, customers and other business partners," said Allan Oberman, chief executive officer of Concordia. "We appreciate the ongoing cooperation of our lenders throughout this process and remain optimistic that we can reach a consensual transaction with them that we believe will allow us to move forward with all of the pillars of our DELIVER strategy in order to maximize the potential of Concordia." Concordia chose to initiate this process to support its Proposed Recapitalization Transaction that is expected to significantly reduce its outstanding debt and annual interest costs and position the business for longer-term growth. The Proposed Recapitalization Transaction, which Concordia intends to implement through a corporate plan of arrangement under the CBCA, would seek to reduce the Company's existing secured and unsecured debt obligations by more than $2 billion. As a result, the Company's annual interest expense also would be significantly reduced. The Proposed Recapitalization Transaction may result in dilution of the outstanding common shares of the Company (with an associated impact on the value of such shares). The extent of such dilution, although unknown at this time, may be sizable. Concordia is continuing discussions with its lenders and their respective advisors to finalize the terms of the Proposed Recapitalization Transaction. The Company had approximately $340 million of cash on hand as of Sept. 30, 2017, and has sufficient liquidity in the near term to operate its business and meet its ordinary course financial commitments, including without limitation, to its employees, suppliers and customers, while it works to achieve its financial objectives. In connection with the actions, the following payments owed to unsecured lenders will not be paid as scheduled, and are instead expected to be addressed as part of the Proposed Recapitalization Transaction: approximately $26 million interest payment due on Oct. 16, 2017, under Concordia's 7.00% unsecured senior notes, as was previously announced; approximately $34 million of principal and accrued interest due on Oct. 20, 2017, under the Company's unsecured, two-year equity bridge facility; and approximately $2.5 million under Concordia's unsecured, extended bridge facility due on Oct. 23, 2017. Concordia does intend to continue to make scheduled, ordinary course interest and amortization payments under its secured debt instruments, as applicable. Concordia has obtained a preliminary interim order from the Ontario Superior Court of Justice which, among other things, grants an interim stay of proceedings in favour of Concordia and certain of its subsidiaries to protect them against any defaults and related steps or actions that may result from Concordia's decision to initiate CBCA proceedings and any defaults under its debt documents. Concordia intends to host the CBCA Recapitalization documents on its website in the Investors section. Completion of the Proposed Recapitalization Transaction will be subject to, among other things, approval of the Plan of Arrangement by the applicable security holders of Concordia; other approvals that may be required by the Court, NASDAQ and/or the Toronto Stock Exchange; Court approval; and the receipt of all necessary regulatory approvals. Once approved, the Plan of Arrangement is binding for all holders of secured debt, unsecured debt and shares of Concordia. Further information about the Proposed Recapitalization Transaction will be made available on SEDAR (www.sedar.com), EDGAR (www.sec.gov/edgar.shtml) and Concordia's website (www.concordiarx.com). Additional information and key dates in connection with the Proposed Recapitalization Transaction, including with respect to the proceedings under the CBCA, will be made publicly available by Concordia. About Concordia Based in Canada, Concordia International Corp (NASDAQ:CXRX, TSX:CXR) -- http://www.concordiarx.com-- is an international specialty pharmaceutical company with a diversified portfolio of more than 200 patented and off-patent products, and sales in more than 90 countries. Concordia operates out of facilities in Oakville, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.31 billion for the year ended Dec. 31, 2016, compared to a net loss of US$31.56 million in 2015. As of June 30, 2017, Concordia had US$2.61 billion in total assets, US$4.02 billion in total liabilities and a total shareholders' deficit of US$1.41 billion. * * * In July 2017, Moody's Investors Service downgraded the ratings of Concordia International Corp. including the Corporate Family Rating to 'Caa3' from 'Caa1'. The downgrade reflects ongoing operating headwinds in Concordia's core businesses, combined with very high financial leverage. Moody's believes there is elevated risk of a debt restructuring or a distressed exchange. Concordia's debt/EBITDA will exceed 9.0x, limiting the flexibility to pursue growth initiatives needed to reverse operating declines. As reported by the TCR on Oct. 19, 2017, S&P Global Ratings lowered its corporate credit rating on specialty pharmaceutical company Concordia International Corp. to 'SD' from 'CCC-' and removed the rating from CreditWatch, where it was placed with negative implications on Sept. 18, 2017. "The downgrade follows Concordia International's announcement that it failed to make the Oct. 16, 2016, interest payment on the 7% senior unsecured notes due 2023. Given our view of the company's debt level as unsustainable, and ongoing restructuring discussions, we do not expect the company to make a payment within the grace period." CONTEXTMEDIA HEALTH: S&P Lowers CCR to 'CCC+', Outlook Developing ----------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Chicago-based digital media company ContextMedia Health LLC to 'CCC+' from 'B-'. The rating outlook is developing. S&P said, "At the same time, we lowered our issue-level rating on the company's senior secured debt, which comprises a $325 million term loan B and a $50 million revolving credit facility, to 'CCC+' from 'B-'. The '3' recovery rating is unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 60%) of principal for lenders in the event of a default. "The downgrade reflects our expectation that ContextMedia may face additional challenges, including its ability to grow by attracting new and retaining existing customers, given the potential reputational damage following the negative news reports. Although management has denied having a practice of misreporting campaign information to customers, it has announced steps to strengthen internal controls and has retained outside counsel to review these allegations. We believe the potential for any negative outcomes following the internal investigations could hurt the company's business model long term. Although the company has adequate liquidity, in our view, due to the large cash balance following an equity injection in the first half of 2017, any increase in costs or reduction in revenues because of these claims could strain its liquidity. We believe the company is vulnerable and dependent on a favorable outcome of these investigations to meet its financial commitments long term. "The developing rating outlook indicates a downgrade could occur if we believe the allegations will hurt the company's already weaker-than-expected operating performance. We could revise the outlook to stable or upgrade the company if it is able to favorably resolve these allegations, grow its business, and sustain its customer relationships, while reducing leverage in line with a sustainable capital structure. "We could lower the rating if ContextMedia is unable to favorably resolve its investigation into these allegations, potentially leading to further weakness in its operating performance, customer losses, less-than-adequate liquidity, and an inability to reduce leverage to levels that commensurate with a sustainable capital structure long term. "We could revise the outlook to stable or raise the rating, if the company is able to favorably resolve its investigation into these claims, maintain customer confidence, including no loss of customers, stabilize its operating performance, and demonstrate a viable growth plan while retaining adequate liquidity and reducing leverage in order to restore a sustainable capital structure over the longer term." CREDIT ACCEPTANCE: Moody's Revises Outlook to Pos. & Affirms B1 CFR ------------------------------------------------------------------- Moody's Investors Service affirmed the B1 corporate family and B1 senior unsecured ratings of Credit Acceptance Corporation and revised the outlook for the ratings to positive from stable. RATINGS RATIONALE Moody's affirmed Credit Acceptance's (CACC) ratings and revised its rating outlook to positive based on the company's solid performance. CACC's profitability, capital and leverage continue to be robust in the face of a highly competitive environment in subprime auto lending. CACC also continues to proactively manage the maturities of its financing sources to mitigate the risk of an unexpected contraction in market funding. Subprime auto lending has faced significant regulatory scrutiny in the last several years, including CACC. Regulatory scrutiny continues but CACC has managed this risk to date without materially impacting performance. CACC's solid performance is driven by its disciplined approach to pricing which continues to produce strong profitability. CACC's net income to average managed assets for the first half of 2017 was 8.5%, which is considerably higher than other specialty finance companies. CACC's capital is strong and leverage is low at 26.4% tangible common equity to tangible managed assets and 2.4 times effective leverage as of June 30, 2017, respectively. CACC routinely utilizes a portion of earnings to repurchase common stock but has maintained tangible common equity to tangible managed assets at these strong levels for a considerable period of time and through challenging market conditions. CACC ratings and outlook are supported by its unique risk-mitigating business model with its portfolio program where dealers have first loss risk in the receivables they have assigned to CACC. The portfolio program comprises 72% of CACC's originations. The remaining 28% of CACC's originations is a more traditional auto loan program where loans are purchased at a discount and CACC has first loss risk. Consumer credit quality for both of CACC's business lines is subprime. CACC has demonstrated pricing discipline and the company benefits from a capable, long-tenured senior management team. A credit concern is that the subprime auto finance business is subject to bouts of irrational pricing, as well as supply and demand imbalances due in part to the availability of wholesale funding at any given point of the business cycle. Currently, subprime auto finance is in the midst of a sustained period of widely accessible wholesale funding and elevated competition which has placed downward pressure on CACC's profitability. Even at CACC's lower levels of profitability, 8.5% net income to average managed assets, this is still well above other specialty finance companies. Regulatory inquiries continue to be a risk for CACC and the subprime auto lending industry. Regulatory activity increased drastically for the industry beginning more than three years ago and continues. Similar to prior quarterly financial statements, CACC disclosed in the 2017 second quarter financial statements the existence of six regulatory inquiries, investigations, civil investigative demands and subpoenas which were initiated between 2014 through 2017. Thereafter on October 6, 2017, CACC disclosed a new subpoena from the Attorney General of the State of Mississippi relating to the origination and collection of non-prime auto loans in its state. Moody's believes that these matters require significant management attention and ongoing evaluation of policies and procedures. In addition, the risk for penalties and other actions cannot be ruled out. To date, CACC has not experienced a material impact to their operations and business model from regulatory matters. CACC's ratings could be upgraded if the company continues to demonstrate strong performance, manages growth without pressure on leverage or liquidity and can maintain operations with limited negative impacts from regulatory matters. CACC's ratings could be downgraded if profitability, asset quality or liquidity materially deteriorate or if leverage increases beyond a debt to equity ratio of 2.5 times. The principal methodology used in these ratings was Finance Companies published in December 2016. DONALD SZYMIK: Horan's Sale of Sioux Falls Property for $192K OK'd ------------------------------------------------------------------ Judge Charles L. Nail, Jr. of the U.S. Bankruptcy Court for the District of South Dakota authorized Donald Victor Szymik and Maureen Kay Szymik to sell their mortgagees' interest in Deborah Horan's real property located at 408 N. Highland Ave., Sioux Falls, South Dakota, legally described as Lot 6, Block 22, Rustic Hills Addition, Minnehaha County, State of South Dakota, to Horan, with said sale of Debtors' mortgagees' interest to coincide with Horan's sale of the Property outside the ordinary course of business to Cody and Amanda Voelker for $192,400. A hearing on the Motion was held on Oct. 19, 2017. Both sales will be on the terms and conditions set forth in the Motion, except First Premier Bank's mortgagee's interest in the Property will be satisfied at the closing of the sale of the subject real property at the amount stated in the bank's response and Attorney Clair R. Gerry, attorney for Debtors, will file a report of sale following the closing of the sale of the Property. The 14-day stay provided by Fed.R.Bankr.P. 6004(h) is waived, and the Order is effective upon entry. Deborah Horan can be reached at: Deborah Horan 5417 S Graystone Avenue #195 Sioux Falls, SD 57108 The Purchasers: Cody & Amanda Voelker 408 N. Highland Ave. Sioux Falls, SD 57103 First Premier can be reached at: FIRST PREMIER BANK 601 S Minnesota Avenue Sioux Falls, SD 57104 Donald Victor Szymik and Maureen Kay Szymik sought Chapter 11 protection (Bankr. D.S.D. Case No. 17-40113) on April 3, 2017. The Debtor tapped Clair R. Gerry, Esq., at Gerry & Kulm Ask, Prof., LLC, as counsel. EMERALD GRANDE: La Quinta Asks Court to Reject Plan Outline ----------------------------------------------------------- La Quinta Franchising LLC objects to Emerald Grande, LLC's disclosure statement to accompany its chapter 11 plan of reorganization filed on Sept. 8, 2017. La Quinta files the objection because the Disclosure Statement fails to provide adequate information to creditors and the Disclosure Statement and the Plan are premature given the status of the Debtor's sale process. La Quinta further objects to the extent the Debtor seeks to assume and assign the Franchise Agreements over La Quinta’s objection. The Disclosure Statement fails to provide La Quinta with sufficient information to evaluate whether to vote to accept or reject the Plan. The Debtor's two hypothetical scenarios for the treatment of the Claim are completely dependent upon the Debtor's marketing efforts and choice of a purchaser or purchasers for Summersville Hotel and Elkview Hotel, the terms of a sale, and the decision by the purchaser or purchasers as to whether to continue the Franchise Agreements. Despite the importance of this information, the Disclosure Statement is silent as to the Debtor's marketing efforts to sell the Hotels, the Debtor's identification and selection of potential purchasers, the financial wherewithal of such potential purchasers, the terms of a proposed sale, and whether any proposed purchaser or sale would satisfy the requirements of the Franchise Agreements. The Disclosure Statement also fails to provide any evidence supporting the Debtor's contention that the sale proceeds of the Hotels will be sufficient to cover the cure costs under the Franchise Agreements if such agreements are assumed and transferred pursuant to the Franchise Agreements, which will include a transfer fee. In the case of rejection, the Disclosure Statement fails to identify which funds will be available to pay the Claim in full. In addition, the lack of adequate information in the Disclosure Statement and the fact that the Debtor filed the Disclosure Statement and Plan on the expiration date for its exclusive periods indicate that the Debtor acted solely to retain the benefits of the exclusive period. The Effective Date of the Plan is contingent upon the approval of the sale of the Hotels, but to date, the Debtor has neither found a potential purchaser nor sought La Quinta's approval of a purchaser as required by the Franchise Agreements. Moreover, the Debtor is proposing a Plan where La Quinta will be unable to determine the disposition of its Claim until after confirmation. The Debtor should not be permitted to rush through the confirmation process with a Disclosure Statement and Plan full of contingencies and ambiguities that were filed prematurely in order to meet the Debtor's exclusivity deadline. For the said reasons, La Quinta respectfully requests that the Court enter an order sustaining this objection, denying approval of the Disclosure Statement, and granting La Quinta such other and further relief as is just and equitable under the circumstances. The Troubled Company Reporter previously reported that an initial main source of funding for distributions under the Plan will be the income from the operations of the Hotels. The excess monthly Rent Income from the Charleston Property after payment to First Bank on its loan will be used to fund distributions under the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/wvnb1-17-00021-208.pdf Counsel for La Quinta Franchising LLC: Colleen C. McCulloch W. Va. State Bar No. 4650 PULLIN, FOWLER, FLANAGAN, BROWN & POE, PLLC 600 Neville Street, Suite 201 Beckley, West Virginia 25801 Tel: (304) 254-9300 Fax: (304) 255-5519 Email: cmcculloch@pffwv.com -and- Gregory G. Hesse Tex. State Bar No. 09549419 HUNTON & WILLIAMS LLP 1445 Ross Avenue, Suite 3700 Dallas, Texas 75202 Tel: (214) 979-3000 Fax: (214) 880-0011 Email: ghesse@hunton.com ncollins@hunton.com -and- Shannon E. Daily Va. State Bar No. 79334 HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Tel: (804) 788-8200 Fax: (804) 788-8218 Email: sdaily@hunton.com About Emerald Grande Emerald Grande, LLC, owns and operates two hotel properties, the La Quinta Inn and Suites adjacent to the Elkview Crossings Shopping Mall, in Elkview, West Virginia; and the La Quinta Inn and Suites adjacent to the Merchants Walk Shopping Mall, in Summersville, West Virginia. It also owns a real estate development in Charleston (Kanawha City), West Virginia. Emerald Grande filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-00021) on Jan. 11, 2017. The petition was signed by William A. Abruzzino, managing member. The case is assigned to Judge Patrick M. Flatley. The Debtor estimated assets and liabilities at $10 million to $50 million at the time of the filing. The Debtor is represented by Steven L. Thomas, Esq., at Kay, Casto & Chaney PLLC. The Debtor employs Woomer, Nistendirk & Associates PLLC as accountant; and Realcorp, LLC as broker, with Jon Cavendish serving as the listing agent, to market and sell its property in Kanawha County, West Virginia. No official committee of unsecured creditors has been appointed. FAMILY CHILD CARE: First Nat'l Bank To Be Paid $14.5K Per Month --------------------------------------------------------------- Family Child Care, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Alabama a first amended disclosure statement dated Oct. 4, 2017, referring to the Debtor's plan of reorganization. Class 1(a) will consist of the Allowed Secured Claim of First National Bank in the amount of $1,870,254.32. Class 1(a) will accrue interest at Prime plus 2.75%, currently 7%. Class1(a) will be paid on a five-year term, amortized over 20 years commencing 60 days after the Effective Date of the Plan. Payments will be $14,500.06, per month and a balloon payment in the 61st month of $1,608,128.76. This payment will be paid direct by the Debtor. Class 1(b) will consist of the Allowed Secured Claim of North Alabama Bank in the amount of $298,342.44. The Debtor seeks to reduce the interest rate on this claim from 6.25% to 5.25%, per annum. Class 1(b) will accrue interest at 5.25%. Class 1(b) will be paid on a five-year term, amortized over 10 years commencing 60 days after the Effective Date of the Plan. Payments will be $3,200.96, per month for 60 months, and a balloon payment in the 61st month of $168,596.71. This payment will be paid direct by the Debtor. Class 1(c) will consist of the Allowed Secured Claim of the IRS, in the amount of $126,346.40 Class 1(c) will accrue interest at 4%. Class 1(c) will be paid per month in 120 equal monthly installments commencing 60 days after the Effective Date of the Plan. Payments will be $1,279.20, per month until paid. This payment will be paid direct by the Debtor. Class 1 claims are impaired by the Plan. The Plan will be funded by the operations of the Debtor. The Plan would involve the assumption of the Primrose Franchise Agreement and continued operation of the child care facility as a Primrose Franchise. The Debtor forecasts cash flow sufficient to service the amortized secured debt, the Tax Claims, the Primrose Franchise assumption, and yield a return to Unsecured Creditors. Equity would be sold to Myra McCrary, but no distribution would be made to equity unless Unsecured Creditors are paid in full. If Unsecured Creditors are not paid in full during the five-year payout, remaining unsecured debt will balloon and be due and payable by the Debtor. A copy of the first amended Disclosure Statement is available at: http://bankrupt.com/misc/alnb17-80334-219.pdf As reported by the Troubled Company Reporter on Oct. 3, 2017, the Debtor filed with the Court a disclosure statement for its Chapter 11 plan, which proposes that Class 2 Unsecured Claims be paid from 50% of the Net Plan Profits of Debtor for five years or until paid in full. The Debtor anticipates one of two alternative paths of the plan's implementation: (i) a sale of the assets of the Debtor, as well as the real estate, to an unrelated third party; and (ii) rejection of the Primrose Franchise Agreement and continued operation of the child care facility independent of the Primrose Franchise affiliation. About Family Child Care Family Child Care, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-80334) on Feb. 3, 2017. The petition was signed by Troy Ponder, owner. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Clifton R. Jessup Jr. Stuart M. Maples, Esq., at Maples Law Firm, PC, serves as the Debtor's bankruptcy counsel. FREESEAS INC: GS Capital Has 9.86% Equity Stake as of Oct. 2 ------------------------------------------------------------ GS Capital Partners, LLC, stated in a Schedule 13G filed with the Securities and Exchange Commission that it beneficially owns 23,865,500 shares of common stock of FreeSeas, Inc. (consists of common stock that the reporting person has the right to acquire by way of conversion of a security), constituting 9.86% based on the Oct. 2, 2017, outstanding share count of 242,047,007. A full-text copy of the regulatory filing is available for free at: https://is.gd/1gpRBD About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A. -- http://www.freeseas.gr/-- was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas reported a net loss of US$20.51 million on US$506,000 of operating revenues for the year ended Dec. 31, 2016, compared to a net loss of US$52.94 million on US$2.30 million of operating revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Freeseas had US$2.93 million in total assets, US$36.52 million in total liabilities and a total shareholders' deficit of US$33.59 million. Fruci & Associates II, PLLC, in Spokane, Washington, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has been unable to obtain ongoing sources of revenue sufficient to cover cost of operations and scheduled debt repayments. Additionally, the Company has not made scheduled payments and is in violation of debt covenants associated with its bank loan, and per the loan agreement, this violation may result in acceleration of outstanding indebtedness, which would require the Company to obtain significant additional financing in order to meet obligations under the loan agreement. These factors raise substantial doubt about its ability to continue as a going concern. FROSTY FOX: Hires BeanLab Accounting & Advisory as Accountant ------------------------------------------------------------- Frosty Fox, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Josh Moore and the accounting firm of BeanLab Accounting and Advisory as accountants to render professional services in connection with financial accounting matters including advising the debtor and preparing financial forms, statements and returns. Josh Moore attests that he and the accounting firm of BeanLab Accounting and Advisory do not hold or represent any interest adverse to the Debtor or the estate and they are disinterested persons within the meaning of 11 U.S.C. Section 101(14). The Debtor has agreed to be pay Josh Moore and BeanLab Accounting and Advisory $125 per hour. Accounsting services and estimate fees are: Accounting one-time clean-up $750 - $1,000 Accounting Monthly Review approx. $300 per month Tax Preparation of Business and Personal Taxes Tax Planning, Monthly Sales Tax $200 per month The Accountant can be reached through: Josh Moore, CPA BeanLab Accounting and Advisory 1275 Davis Rd Suite 120 Elgin, IL 60123 Phone: +1 847-264-4662 About Frosty Fox, Inc. Frosty Fox, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D.IL. Case No. 17-81923) on August 16, 2017. Stephen J. Costello, Esq. at Costello & Costello, PC represents the Debtor as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. GIGA-TRONICS INC: Reaches Settlement with Spanaware on APA Dispute ------------------------------------------------------------------ Giga-tronics Incorporated reached a settlement agreement with Spanawave and Liberty Test Inc. whereby all parties exchanged mutual releases and agreed that the Asset Purchase Agreement was concluded and the remaining Phase (Phase 6) which was in dispute is abandoned. The abandoned Phase remains with the Company. The Company was party to an Asset Purchase Agreement dated Nov. 25, 2015, with Spanawave Corporation under which Spanawave agreed to purchase certain product lines and associated business and assets from the Company. As previously announced, the Company and Spanawave have been engaged in a dispute over their respective rights and obligations under the agreement and have negotiated in an effort to resolve the dispute. On Aug. 19, 2016, Spanawave filed an action against the Company in Contra Costs Superior Court for alleged breach of contract and alleged breach of the implied covenant of good faith and fair dealing. The Company filed a cross-complaint alleging breach of the agreement by Spanawave and seeking damages for the alleged breach. The settlement agreement calls for dismissal of the complaint and cross-complaint. The Company was also a party to successive Distributorship Agreements dated June 29, 2013, and Jan. 4, 2014, as amended, with Spanawave's partner company Liberty Test Equipment, Inc. The Distributorship Agreement appointed Liberty Test as exclusive distributor within a defined territory for certain Company products. On Aug. 25, 2016, Liberty Test filed an arbitration claim under the Distributorship Agreement asserting that on unspecified dates in 2013 and 2014, the Company engaged in direct sales of certain unidentified products to unidentified purchasers, for which Liberty was entitled to at least $440,000 in damages. The Company filed a cross-claim alleging that Liberty breached its obligations under this agreement. The Company, Spanawave and Liberty Test Inc. also dismissed all arbitration claims as part of the settlement. About Giga-tronics Headquartered in Dublin, California, Giga-tronics Incorporated (NASDAG:GIGA) produces electronic warfare instruments used in the defense industry and YIG RADAR filters used in fighter jet aircraft. It designs, manufactures and markets the new Advanced Signal Generator (ASG) for the electronic warfare market, and switching systems that are used in automatic testing systems primarily in aerospace, defense and telecommunications. Giga-tronics reported a net loss of $1.54 million on $16.26 million of net sales for the year ended March 25, 2017, compared to a net loss of $4.10 million on $14.59 million of net sales for the year ended March 26, 2016. As of June 24, 2017, Giga-tronics had $9.06 million in total assets, $8.39 million in total liabilities and $668,000 in total shareholders' equity. The Company incurred net losses of $1.3 million and $102,000 in the first quarter of fiscal 2018 and fiscal 2017, respectively. These losses have contributed to an accumulated deficit of $26.8 million as of June 24, 2017. The Company used cash flow in operations totaling $1.1 million and $589,000 in the first quarter of fiscal 2018 and 2017, respectively. The Company has experienced delays in the development of features, receipt of orders, and shipments for the new Advanced Signal Generator. These delays have contributed, in part to a decrease in working capital. The new ASG product has shipped to several customers, but potential delays in the development of features, longer than anticipated sales cycles, or uncertainty as to the Company's ability to efficiently manufacture the ASG, could significantly contribute to additional future losses and decreases in working capital. To help fund operations, the Company relies on advances under the line of credit with Bridge Bank which expires on May 6, 2019. The agreement includes a subjective acceleration clause, which allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company's business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit based on the lender's judgement. As of June 24, 2017, the line of credit had a balance of $582,000. The Company said these matters raise substantial doubt as to its ability to continue as a going concern. GILDED AGE: Wants to Use Webster Bank's Cash Through Nov. 30 ------------------------------------------------------------ Gilded Age Properties, LLC, asks for permission from the U.S. Bankruptcy Court for the District of Rhode Island to continue the use of Webster Bank, N.A.'s cash collateral for 30 days from Nov. 1 through Nov. 30, 2017, in order to continue business operations. The Debtor is seeking the use of cash collateral for 30 days conditioned upon the Debtor's continuing payment of, among other things, post-petition mortgage payments, real estate taxes and municipal charges for the Debtor's properties. The cash currently held and yet to be generated by the operation of the Debtor's business through rents is the sole source of funding for the continued operation of the Debtor's business leading to its plan of reorganization. The Debtor says that if it is unable to use cash collateral it will be unable to pay the Secured Creditor and its current operating expenses, which will then lead to the immediate demise of the business. The cash-on-hand of the Debtor is subject to the claim of the Secured Creditor pursuant to loan documents. The Secured Creditor's claims are secured to the extent of their respective interest in the Debtor's interest in the claimed collateral. Since it appears the entire value of the Debtor's assets are consumed by the claims of the Secured Creditor, the value of the assets serving as security will ultimately have to be determined to assess the full extent of the Secured Creditor's security. In the interim, based upon the amounts of rents received, it is believed that the Secured Creditor is fully secured. A copy of the Debtor's request is available at: http://bankrupt.com/misc/rib17-10738-95.pdf As reported by the Troubled Company Reporter on Oct. 6, 2017, the Debtor sought court authorization to continue its use of the cash collateral of the Secured Creditor for an additional 30 days in order to continue the operation of its business. The proposed Budget for the month of October 2017 provides total operating expenses of approximately $16,828. About Gilded Age Properties Gilded Age Properties, LLC, owns and operates two properties: a commercial rental property located at 117 Bellevue Avenue in Newport, Rhode Island and a residential apartment building located at 38-40 Freebody Street in Newport, Rhode Island. Gilded Age Properties filed a Chapter 11 petition (Bankr. D.R.I. Case No. 17-10738) on May 4, 2017. The petition was signed by Peter M. Iascone, member. At the time of the filing, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Diane Finkle. The Debtor's counsel is William J. Delaney, Esq., at DarrowEverett LLP, in Providence, Rhode Island. GIOVANNI TRANSPORT: Nov. 16 Plan and Disclosure Statement Hearing ----------------------------------------------------------------- Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida issued an order conditionally approving Giovanni Transport, LLC's small business disclosure statement with respect to its chapter 11 plan of reorganization dated Oct. 6, 2017. Creditors and other parties in interest must file their written ballots accepting or rejecting the Plan no later than seven days before the date of the Confirmation Hearing. Nov. 16, 2017, is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. The hearing will be held at 11:30 a.m., in 4th Floor Courtroom D, 300 North Street, Jacksonville, Florida. Any objections to Disclosure or Confirmation must be filed and served seven days before the hearing. About Giovanni Transport, LLC Giovanni Transport, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-00780) on March 9, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess, LLC. GO LAWN: Allowed to Use Cash Collateral on Interim Basis -------------------------------------------------------- Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle District of Florida has entered a second interim order authorizing Go Lawn Inc. to use cash collateral. The Debtor is authorized to use the cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the U.S. Trustee for quarterly fees; (b) the current and necessary expenses set forth in the Amended Budget, which provides total operating expenses of approximately $176,305 per month; and (c) such additional amounts as may be expressly approved in writing by Yadkin Bank n/k/a First National Bank of Pennsylvania. The Debtor is required to pay to First National Bank on the 1st day of each month, a monthly payment in the amount of $6,339. As additional adequate protection: A. First National Bank will have the right to conduct inspections and/or inventories of the Property and business records upon reasonable notice, provided that such inspections do not unreasonably interfere with the business of the Debtor. B. The Debtor will provide First National Bank proof of insurance on the Property showing First National Bank as loss payee. The Debtor will maintain insurance on the Property at all times. C. No later than the 21st day of each month, the Debtor will prepare and deliver to First National Bank a monthly operating report detailing the actual income and actual expenditures made by the Debtor for the prior month. D. First National Bank will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. A full-text copy of the Second Interim Order, dated Oct. 17, 2017, is available at http://tinyurl.com/ycfdn6ax About Go Lawn Inc. Based in Orlando, Florida, Go Lawn Inc. -- http://www.golawns.com/ -- provides lawn-care maintenance services. Go Lawn Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-04697) on July 17, 2017. Howard Schwartz, president, signed the petition. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Roberta A. Colton presides over the case. Lanigan & Lanigan, PL, is the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. GRAFTECH INT'L: Moody's Puts Caa1 CFR Under Review for Upgrade -------------------------------------------------------------- Moody's Investors Service has placed all long-term ratings for GrafTech International Ltd., including the Caa1 Corporate Family Rating ("CFR") and Caa2 rating on the company's $300 million 6.375% Senior Notes due 2020 under review for upgrade. Moody's also upgraded the company's speculative grade liquidity rating to SGL-3 from SGL-4 due to the substantial increase in spot prices for graphite electrodes and expectation that GrafTech will generate stronger cash flows in the near-term. "GrafTech's credit profile should improve significantly over the next few quarters with averaged realized prices expected to move up meaningfully in 2018," said Ben Nelson, Moody's Vice President -- Senior Credit Officer and lead analyst for GrafTech International Ltd. The following summarizes rating actions: Upgrades: Issuer: GrafTech International Ltd. -- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4 On Review for Upgrade: Issuer: GrafTech International Ltd. -- Probability of Default Rating, Placed on Review for Upgrade, currently Caa1-PD -- Corporate Family Rating, Placed on Review for Upgrade, currently Caa1 -- Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently B2 (LGD2) -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Caa2 (LGD5) Outlook Actions: Issuer: GrafTech International Ltd. -- Outlook, Changed To Rating Under Review From Negative RATINGS RATIONALE The review is prompted by a significant increase in spot market pricing for graphite electrodes that Moody's expects will translate to higher realized pricing for GrafTech starting in the third quarter and should meaningfully improve GrafTech's credit metrics in 2018. A combination of improved demand from steelmakers, reduction of electrode capacity in China for environmental reasons, and constrained needle coke supply from major producers has resulted in a surge in pricing. The confluence of events follows significant capacity reduction by major producers, including GrafTech, during the weak market period over the past few years. GrafTech's Caa1 rating is positioned for the recent tough market environment and accommodates a very focused long-term strategy built around the company's strong cost position relative to competitors in the core graphite electrode industry, but does not incorporate any expectations for meaningful near-term improvement in financial performance. Brookfield Asset Management Inc, which controls GrafTech through a non-recourse subsidiary, commented during its Investor Day on September 27, 2017 that it expects averaged realized prices of $7,500 per ton in the first quarter of 2018 -- a mix of older contracts and newer contracts, with new contracts well above that level. GrafTech has restructured substantially under Brookfield's ownership and believes that an improvement in averaged realized prices by $500 per ton translates into an improvement of EBITDA by $75 million. GrafTech anticipates EBITDA well above $300 million in 2018, which would translate to adjusted financial leverage below 2 times (Debt/EBITDA), compared to more than 16 times for the twelve months ended June 30, 2017, and significant free cash flow generation compared to cash consumption and erosion of liquidity since 2015. The review will focus on the sustainability of the increase in graphite electrode prices, the magnitude of the expected improvement in GrafTech's financial performance in 2018, its use of cash generated during the period of high prices for graphite electrodes, and expected capitalization in the medium term. The expected improvement in financial performance likely will create a credit profile capable of supporting financing with customary terms, rather than the restrictive terms in the current credit agreement, and give the company an opportunity to refinance its entire capital structure if it chooses to do so. The $300 million 6.375% Senior Notes due 2020 become callable at 101.594% on November 15, 2017, stepping down from 103.188%. Moody's also upgraded the speculative grade liquidity rating to SGL-3 from SGL-4 based on expectations for positive free cash flow and ample headroom under financial maintenance covenants. GrafTech reported $12 million of cash and $117 million of availability under its $225 million revolving credit facility after considering a minimum liquidity requirement, cash borrowings, and letters of credit at June 30, 2017. The expected improvement in EBITDA will create significant headroom under the financial maintenance covenants in the credit agreement, including a minimum EBITDA threshold that steps up over the next few years. The speculative grade liquidity rating could be upgraded further in the near-term. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. GrafTech International Ltd. manufactures graphite electrodes, refractory products, needle coke products, advanced graphite materials, and natural graphite products. The company had about 195k metric tons of electrode capacity in 2016. GrafTech is a wholly-owned subsidiary of an affiliate of Brookfield Capital Partners Ltd. Brookfield acquired GrafTech in a transaction that closed on August 17, 2015. Headquartered in Independence, Ohio, GrafTech generated approximately $448 million of revenue for the twelve months ended June 30, 2017. GROSS FAMILY: November 30 Final Disclosure Statement Hearing ------------------------------------------------------------ Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey conditionally approved the Combined Second Modified Small Business Plan and Disclosure Statement dated October 10, 2017 filed by Gross Family, LLC. The Court fixed November 20, 2017 as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan, as well as the last day for filing written acceptances or rejections of the Plan. A hearing will be held on November 30, 2017 at 11:00 a.m. for the final approval of the Disclosure Statement (if a written objection has been timely filed) and for confirmation of the Plan. About Gross Family LLC Gross Family, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-11028) on January 18, 2017. Richard Gross, managing member, signed the petition. Judge Vincent F. Papalia presides over the case. McNally & Associates, L.L.C. represents the Debtor as bankruptcy counsel. At the time of the filing, the Debtor disclosed $582,650 in assets and $1 million in liabilities. HARLAND CLARKE: Moody's Rates Proposed $1.68BB Term Loan B1 ----------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Harland Clarke Holdings Corp.'s (Harland Clarke) proposed $1,680 million term loan term due 2023. The B1 rating on the senior secured notes due 2022 are unchanged following the proposed $500 million add on. Harland Clarke's B2 Corporate Family Rating (CFR) and stable outlook are also unchanged. The proceeds of the new term loan and $500 million add on to the senior secured note due 2022 are expected to refinance the existing term loan B-5 and B-6, repay $60 million outstanding on the ABL revolver, pay transaction related fees and add a modest amount of cash to the balance sheet. The transaction further extends out its debt maturity schedule although, the new term loan and senior secured note will have a springing maturity date of November 30, 2020, if the 9.25% senior unsecured notes due 2021 are still outstanding at that time. The ratings on the existing term loan B-5 and B-6 will be withdrawn after repayment. Moody's adjusted leverage pro-forma for the transaction is unchanged at 5.1x as of Q2 2017 as debt increases only slightly. The new term loan is expected to have an annual amortization payment of $75 million if first lien leverage is less than 3x and $100 million if secured leverage is greater than 3x. Moody's expects annual amortization payments of $100 million in the near term which is down slightly from over $100 million expected previously. Moody's had also forecasts the ABL revolver to be repaid with free cash flow so the amount of debt repayment projected over the next year has been reduced from over $160 million to $100 million pro-forma for the transaction. The following is a summary of actions: Issuer: Harland Clarke Holdings Corp. Proposed $1,680 million term loan due 2023, assigned a B1 (LGD3) Corporate Family Rating, unchanged at B2 Probability of Default Rating, unchanged at B2-PD Existing senior secured note due August 2022, unchanged at B1 (LGD3) Outlook Rating, remains at Stable RATINGS RATIONALE Harland Clarke's B2 corporate family rating (CFR) reflects Moody's ongoing concerns that the business model is subject to secular decline in both its check printing and Valassis' print based advertising model. While the decline in checks has moderated, Moody's expects the business to remain in secular decline due to new and evolving payment alternatives. The Valassis division faces pressure from the secular demand shift of advertisers' marketing spend and distribution to Internet-based / digital media channels, as well as the ensuing pricing pressure on traditional print-based media. Moody's anticipates secular pressures to be moderate in the near term as there will be demand for the company's products for an extended period of time, but pressure has the potential to increase over time. The acquisition of RetailMeNot, Inc. expands its digital presence, but Moody's expects the digital savings space to be competitive and the company will have to continue to contend with traffic moving to mobile from desktop. The MaxPoint Interactive, Inc. acquisition is smaller in size, but is expected to improve the digital marketing capabilities and data analytics of the Valassis business and expand its customer base. The Scantron division, which is the smallest division, is also expected to remain under pressure due to the maturity of its form products. The ratings reflect the company's leverage of 5.1x as of Q2 2017 pro forma the transaction and recent acquisitions as well as Moody's standard adjustments. The history of sponsor friendly and related party transactions is also reflected in the rating. Refinancing activity extended the debt maturity profile so that the nearest debt maturity is in 2020. Harland Clarke has a good track record of mitigating volume declines with price increases and costs savings, but Moody's remain concerned these efforts will not be sufficient to prevent top line erosion if check volume declines should accelerate in the future. The acquisition of Valassis has enabled Harland Clarke to diversify its business lines and expand its customer base for which Valassis provides advertising and media delivery campaigns via its Shared Mail, Freestanding Inserts, and its Digital Media businesses. Moody's considers client spend to be cyclical, but the consumer value-oriented nature of the product offerings (including promotions and coupons) somewhat dampens the cyclicality since advertisers often reallocate marketing budgets to this type of advertising during economic downturns. Harland Clarke has achieved meaningful operational cost synergies and Moody's anticipates additional costs savings to be realized going forward. The ratings are also supported by the company's good cash flow generation from its portfolio of businesses and EBITDA margins of 19% (as calculated by Moody's). Harland Clarke is expected to have good liquidity due to good free cash flow and a cash balance of approximately $136 million pro-forma for the transaction. The company also has a $250 million asset backed revolver which is expected to be undrawn at closing after the $60 million balance is repaid. EBITDA to Interest coverage ratios are expected to be approximately 2.6x going forward. The term loans are covenant lite. The next debt maturity will be $275 million of senior secured notes due March 2020 and the rest of the secured debt will have a springing maturity to November 30, 2020 if the 9.25% senior unsecured notes ($709 million) are outstanding at that time. The stable outlook reflects Moody's expectations that Harland Clarke will continue to generate good cash flow over the next 12 -18 months and seek to reinvest cash through acquisitions and investments. Moody's projects total leverage will decline slightly to the 5x range over the next twelve months. Ratings could be upgraded if the company demonstrates stable organic revenue and EBITDA trends and debt-to-EBITDA leverage declines below 4x on a sustained basis with no near term debt maturities. Confidence that the company would maintain financial policies that keep leverage below 4x on an ongoing basis would also be required. A downgrade could occur if results suffer from accelerated deterioration in price or volume in its check business, demand and/ or pricing for Valassis' print-based marketing products erode at a faster-than-expected pace, a loss of market share, debt funded acquisitions, or distributions to the parent company that result in debt-to-EBITDA increasing above 5.5x. Elevated concern about the ability to refinance debt maturities in future periods could lead to negative rating pressure. A deterioration in its liquidity position could also lead to a downgrade. Harland Clarke Holdings Corp. ("Harland Clarke"), headquartered in San Antonio, TX, is a provider of check and check related products, direct marketing services and customized business and home office products to financial services, retail and software providers as well as consumers and small businesses, and through its Scantron division, data collection, testing products, scanning equipment and tracking services to educational, commercial, healthcare and government entities. Its Valassis division offers clients mass delivered and targeted programs to reach consumers primarily consisting of shared mail, newspaper and digital delivery in addition to coupon clearing and other marketing and analytical services. M&F Worldwide Corp. ("M&F") acquired check and related product provider Clarke American Corp. in December 2005 for $800 million and subsequently acquired the John H. Harland Company in May 2007 for $1.4 billion. M&F merged the two companies to form Harland Clarke. M&F's remaining publicly traded shares were acquired by portfolio company, MacAndrews & Forbes Holdings, Inc. ("MacAndrews") on December 21, 2011. MacAndrews is wholly owned by Ronald O. Perelman. Harland Clarke acquired Valassis Communications, Inc. ("Valassis") on February 4, 2014 and RetailMeNot, Inc. on May 23, 2017. Reported revenue for the last twelve months ending Q2 2017 was $3.5 billion. The principal methodology used in this rating was Media Industry published in June 2017. HARLAND CLARKE: S&P Rates New $1.68BB Sr. Secured Term Loan 'BB-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to U.S.-based media delivery, payment solution, and marketing services provider Harland Clarke Holdings Corp.'s (HCHC) proposed $1.68 billion senior secured term loan due 2023. The '2' recovery rating indicates S&P expectations for substantial recovery (70%-90%; rounded estimate: 70%) of principal in the event of a payment default. HCHC is also planning to issue a $500 million add-on to its senior secured notes due 2022. S&P's 'BB-' issue-level and '2' recovery ratings on the company's existing senior secured notes due 2022 are unaffected. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; rounded estimate: 70%) of principal in the event of a payment default. The company will use the proceeds from the new issuance and add-on to redeem its existing B-5 term loan due 2021 ($705 million outstanding as of June 2017), B-6 term loan due 2022 ($1.387 billion outstanding as of June 2017), repay the portion currently drawn under its revolving credit facility, and add cash to its balance sheet. S&P said, "Our 'B+' corporate credit rating and negative rating outlook on HCHC are unchanged. The corporate credit rating reflects the increased digital marketing scale resulting from Valassis's acquisition of MaxPoint Interactive Inc. (completed this month), HCHC's improved diversity, and the potential growth of its newly acquired online coupon site RetailMeNot. The rating also reflects HCHC's limited organic growth opportunities and the structural pressures on its two primary segments: Harland Clarke and Valassis' shared mail business. "We estimate HCHC's adjusted leverage will be at about 5.4x by December 2017 and in the low-5x to high-4x range by year-end 2018. Our estimate includes our standard adjustments to debt and EBITDA. Following the refinancing, the company will improve its cash flow profile through lower interest and amortization, and extend its debt maturities by one year. "The negative rating outlook reflects our view that the company's leverage could remain above our 5x threshold for the rating through the third quarter of 2018. We could lower our rating on HCHC if deleveraging doesn't occur as we expect, which could result from underperformance due to the integration and execution risks associated with integrating the new segments or if the company is unable to grow EBITDA at the Valassis segment." RATINGS LIST Harland Clarke Holdings Corp. Corporate Credit Rating B+/Negative/-- New Ratings Harland Clarke Holdings Corp. Senior Secured $1.68 bil term loan due 2023 BB- Recovery Rating 2(70%) HAWAII ISLAND AIR: Taps Case Lombardi as Legal Counsel ------------------------------------------------------ Hawaii Island Air, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to hire legal counsel. The Debtor proposes to employ Case Lombardi & Pettit to give legal advice regarding its duties under the Bankruptcy Code and provide other legal services related to its Chapter 11 case. Within one year prior to the petition date, Case Lombardi received $48,691.79 from the Debtor for the pre-bankruptcy services it provided, including work in anticipation of the bankruptcy filing. The firm is holding a retainer balance of $61,308.21 as of the petition date. Ted Pettit, Esq., disclosed in a court filing that he and other employees of the firm do not hold any interest adverse to the Debtor's interest, creditors or equity security holders. Case Lombardi can be reached through: Ted N. Pettit, Esq. Ellen A. Swick, Esq. Case Lombardi & Pettit Pacific Guardian Center, Mauka Tower 737 Bishop Street, Suite 2600 Honolulu, HI 96813 Tel: (808) 547-5400 Fax: (808) 523-1888 Email: tpettit@caselombardi.com Email: eswick@caselombardi.com About Hawaii Island Air Hawaii Island Air -- http://www.islandair.com/-- provides scheduled air transportation services in the Islands of Hawaii. Founded in 1980 as Princeville Airways, the company was renamed Island Air in 1992 and offers 406 flights each week between Oahu, Maui, Kauai and Hawaii Island. Its main base is the Honolulu International Airport on Oahu. Hawaii Island Air, Inc., d/b/a Island Air, sought Chapter 11 protection (Bankr. D. Hawaii Case No. 17-01078) on Oct. 16, 2017. The Debtor estimated assets and debt of $10 million to $50 million. The Hon. Robert J. Faris is the case judge. HIGH COUNTRY FUSION: Dec. 21 Consolidated-Led Auction of All Assets ------------------------------------------------------------------- Judge Jim D. Pappas of the U.S. Bankruptcy Court for the District of Idaho authorized High Country Fusion Co., Inc.'s bidding procedures, and its Amended Asset Purchase Agreement with Consolidated Pipe & Supply Co., Inc. in connection with the sale of substantially all assets for $3,500,000, subject to the holdback amount and any other allowed adjustments, subject to overbid. The initial hearings on the Motion were held on Oct. 2 and Oct. 4, 2017. Among the changes in the Agreement is to reduce the Holdback described in the Stalking Horse APA by $150,000. The form of the Stalking Horse APA, as revised with the changes, will serve as the template for any competing bid pursuant to which the bidder proposes to effectuate a purchase of the Assets. A bid also must include a copy of a redline ("Redline APA") reflecting all changes to the Stalking Horse APA requested by the bidder, including those related to purchase price and to remove any provisions that apply only to the Purchaser. The amendments to the Stalking Horse APA include: a. Holdback Amount: Reduced by $150,000 b. Closing Date Payment: On the Closing Date, the Purchaser will deliver to the Seller payment in an amount equal to the Purchase Price minus the Escrow Amount and the Holdback Amount. c. Cure Costs: Upon payment of the Closing Date Payment, the Purchaser will instruct the Seller as to the portion of the Purchase Price, to the Cure Cap, that is to be use by the Seller to pay the Cure Costs owed with respect to each Assigned Contract, and the Seller will immediately comply with such instructions. d. Break-Up Fee: $150,000 e. Minimum Scheduled Inventory Sale: $3,200,000 based on the Seller's cost f. The "Bidding Procedures" attached to the Asset Purchase Agreement as Exhibit D will be deleted in their entirety and replaced by the Bidding and Sale Procedures attached in the Order as Exhibit D. The Bidding and Sale Procedures will govern all bids and sale procedures relating to the sale contemplated by the Sale Motion. The salient terms of the Bidding and Sale Procedures are: a. Bid Deadline: Nov. 27, 2017 at 5:00 p.m. (MST) b. Baseline Bid: $3,500,000 plus other terms in the Stalking Horse APA c. Deposit: 5% of the Purchase Price contained in the APA d. Auction: Dec. 1, 2017 at 10:00 a.m. (MST) at 1501 S. Tyrell Lane, Boise Idaho e. Initial Overbid: Baseline Bid plus not less than $200,000 f. Bid Increments: $25,000 g. The sale is "as is, where is." h. Break-up Fee: $150,000 i. Sale Hearing: Dec. 6, 2017 at 1:30 p.m. (MST) j. Sale Objection: Nov. 27, 2017 at 5:00 p.m. (MST) k. Return of Deposit: Dec. 11, 2017 (other than for the Successful Bidder and the Backup Bidder) The Sale Notice is approved as reasonably calculated to provide creditors and other parties in interest with proper notice of the Sale and Bidding and Sale Procedures. The Order will be effective and enforceable immediately upon entry. Time is of the essence in obtaining the highest and best value for the Debtor's assets. A copy of the Stalking Horse APA and the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/High_Country_179_Order.pdf About High Country Fusion Co. High Country Fusion Co., Inc., manufactures, sells, rents and services various pipe products to agricultural, municipalities, mines and other commercial operations in its market areas in Idaho, Utah, North Dakota, the Pacific Northwest and the Intermountain West. Based in Fairfield, Idaho, High Country Fusion Co., Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 17-40347) on April 26, 2017. The Debtor estimated its assets and debt at $1,000,001 to $10,000,000. The case is assigned to Judge Jim D. Pappas. Cosho Humphrey LLP is the Debtor's bankruptcy counsel. The Debtor hired Source Capital & Consulting, LLC, as financial advisor. HUNTINGTON INGALLS: Moody's Hikes Senior Unsecured Ratings From Ba2 ------------------------------------------------------------------- Moody's Investors Service has upgraded the senior unsecured ratings of Huntington Ingalls Industries, Inc. to Baa3 from Ba2, and downgraded the senior secured rating to Baa3 from Baa2 as Moody's expects collateral under HII's bank credit facility to be released. Moody's has withdrawn the corporate family, probability of default and Speculative Grade Liquidity ratings. The rating outlook is stable. RATINGS RATIONALE The senior unsecured upgrade to Baa3 reflects Moody's confidence that HII's future acquisition spending will center on federal contracting, HII's core business, rather than towards a commercial end market. The potential for investment in a commercial business had been a risk that constrained upward rating movement. Prospects for the Navy shipbuilding activity are favorable as lengthening US Navy ship deployment periods and global instability are causing the Navy to seek a higher ship procurement level. The new Presidential administration's supportive posture toward US military shipbuilding has been a positive development as well. HII has built all the Navy's aircraft carriers, holds a strong position within surface combatant, expeditionary warfare and submarine programs, ship classes where demand would likely rise with greater procurement funding. These factors give HII a credible growth avenue within the core business. Even if budgetary constraints prevent the US Navy from fully achieving its desired ship order rate, Moody's expects HII will benefit from revenues maintained at the low $7 billion range with operating margin of 12% and annual free cash flow of around $400 million along with low financial leverage compared to other companies also at the Baa3 level. Additionally, the Technical Services segment, now nearly $1 billion in revenue scale following the December 2016 Camber acquisition, gives HII access to federal funding beyond the Navy, and helps HII better leverage its nuclear and heavy construction capabilities. Investment and business development to raise segment profitability will likely be required but HII's goal of a mid-single digit percentage segment operating margin over the next few years should be achievable, up from the 2% - 3% margin Moody's expects in 2017. HII's qualifications also seem strong for new US Navy ship opportunities, including frigate and icebreaker programs, on which requests for proposal are expected and several contractors will likely submit bids. The rating recognizes potential for some acquisition funding that could temporarily weaken credit metrics. Nonetheless, HII has made steady progress improving its financial capacity since becoming an independent company in 2011, and Moody's expects HII will maintain a strong financial profile. At June 30th, 2017 EBITDA less capital spending to interest was mid 5x, debt to EBITDA was mid 2x and free cash flow to debt 18%, strong improvements compared to corresponding metrics for 2012 of mid 2x, mid 5x, and 8%. Further, in Moody's view, bolt-on acquisitions would likely be funded with free cash flow rather than debt. The two notch rating upgrade of the senior unsecured rating reflects Moody's expectation that HII will have only one class of debt as senior unsecured, as the collateral securing the bank facility is expected to be released. The previous senior unsecured rating at Ba2 and secured rating at Baa2 reflected different expected loss rates for each class of debt. HII's secured bank credit facility would be expected to benefit from loss absorption from the unsecured claims. As a result, the secured debt had been two notches higher than the Ba1 Corporate Family Rating, with the unsecured debt one notch lower than the CFR at Ba2. The bank credit facility is secured at this time, but Moody's anticipates HII will take the steps to have the collateral released in due course. The rating outlook is stable. Moody's anticipates ongoing conservatism by HII with respect to allocation of free cash flow, preservation of solid liquidity and the use of financial leverage for investing purposes rather than for shareholder rewards. If the Navy's shipbuilding authorization substantially grows, HII should possess the needed capital, labor and organizational capacity to support higher demand and to maintain its US military shipbuilding market share. Upward rating momentum would depend on expectation of debt to EBITDA sustained below 2.5x, steady revenue growth with operating margin at least around 12%, cash to revenues of 10% or higher ongoing, and annual free cash flow above $500 million. Downward rating pressure would develop with the expectation of debt to EBITDA above 3.0x, or erosion of the operating margin or backlog, or difficulties with any major contract. Financial policy aggressiveness such as large debt financed acquisitions, particularly if outside federal contracting, could negatively pressure the rating. A significantly increased level of stock repurchases/dividends (particularly if debt funded) could also result in a downgrade. Upgrades: Issuer: Huntington Ingalls Industries, Inc. -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3 from Ba2 (LGD4) Issuer: Mississippi Business Finance Corporation -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from Ba2 (LGD4) Downgrades: Issuer: Huntington Ingalls Industries, Inc. -- Senior Secured Bank Credit Facility, Downgraded to Baa3 from Baa2 (LGD2) Outlook Actions: Issuer: Huntington Ingalls Industries, Inc. -- Outlook, Changed To Stable From Positive Withdrawals: Issuer: Huntington Ingalls Industries, Inc. -- Probability of Default Rating, Withdrawn , previously rated Ba1-PD -- Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-1 -- Corporate Family Rating, Withdrawn , previously rated Ba1 Huntington Ingalls Industries, Inc., through its Newport News, VA and Pascagoula MS shipyards, provides full service design, engineering, construction, and lifecycle support of major surface ship programs for the US Navy. Revenues over the twelve months ended June 30, 2017 were approximately $7.2 billion. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. IHEARTCOMMUNICATIONS INC: Extends Notes Private Offers to Nov. 10 ----------------------------------------------------------------- iHeartCommunications, Inc., is extending the private offers to holders of certain series of iHeartCommunications' outstanding debt securities to exchange the Existing Notes for new securities of iHeartMedia, Inc., CC Outdoor Holdings, Inc. and iHeartCommunications, and the related solicitation of consents from holders of Existing Notes to certain amendments to the indentures and security documents governing the Existing Notes. The Exchange Offers and Consent Solicitations were previously scheduled to expire on Oct. 20, 2017, at 5:00 p.m., New York City time, and will now expire on Nov. 10, 2017, at 5:00 p.m., New York City time. The deadline to withdraw tendered Existing Notes in the Exchange Offers and revoke consents in the Consent Solicitations has also been extended to 5:00 p.m., New York City time, on Nov. 10, 2017. iHeartCommunications is extending the Exchange Offers and Consent Solicitations to continue discussions with holders of Existing Notes regarding the terms of the Exchange Offers and to continue discussions with lenders under its Term Loan D and Term Loan E facilities in connection with the concurrent private offers made to those lenders, which will now expire at 5:00 p.m., New York City time, on Nov. 10, 2017. As of 5:00 p.m., New York City time, on Oct. 18, 2017, an aggregate amount of approximately $31.9 million of Existing Notes, representing approximately 0.4% of outstanding Existing Notes, had been tendered into the Exchange Offers. The terms of the Exchange Offers and Consent Solicitations have not been amended and remain the same as set forth in the Amended and Restated Offering Circular and Consent Solicitation Statement, dated April 14, 2017, as supplemented by Supplement No. 1. The Exchange Offers and Consent Solicitations, which are only available to holders of Existing Notes, are being made pursuant to the Offering Circular, and are exempt from registration under the Securities Act of 1933. The New Securities, including the new debt of iHeartCommunications and related guarantees, will be offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of the Existing Notes that complete and return a letter of eligibility. Holders of Existing Notes that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offers and Consent Solicitations, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-bondoffers. About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK: IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the Company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 34 countries across five continents, connecting people to brands using innovative new technology. iHeartCommunications reported a net loss attributable to the Company of $296.31 million on $6.27 billion of revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $754.62 million on $6.24 billion of revenue for the year ended Dec. 31, 2015. As of June 30, 2017, iHeartCommunications had $12.30 billion in total assets, $23.74 billion in total liabilities and a total stockholders' deficit of $11.44 million. * * * In March 2017, Fitch Ratings downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'. The downgrade reflects iHeart's announcement on March 15, 2017, that the company has commenced a global restructuring effort targeting approximately $14.6 billion in debt including all of the outstanding Term Loans and PGNs as well as the senior notes due 2021. Also in March 2017, S&P Global Ratings lowered its corporate credit rating on Texas-based media company iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The rating outlook is negative. The downgrade follows iHeartCommunications' announcement that it has offered to exchange five series of priority-guarantee notes, its senior notes due 2021, and its term loan D and E for longer-dated debt; and, in certain scenarios, stock and warrants, or contingent value rights. "Under all but one scenario, there would be a reduction in the principal amount of debt outstanding and an extension of the debt maturity by two years for exchanged debt," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "The company's debt is trading at significant discounts to par of 20%-60%, and we believe its capital structure is unsustainable." In December 2016, Moody's Investors Service affirmed iHeartCommunications, Inc.'s 'Caa2' Corporate Family Rating. IMAGEWARE SYSTEMS: Cancels Convertible Preferred Shares Series E-G ------------------------------------------------------------------ ImageWare Systems, Inc., filed a Certificate of Elimination of Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock with the Delaware Secretary of State, thereby eliminating the Preferred Shares and returning them to authorized but unissued shares of the Company's preferred stock. All of the previously outstanding Preferred Shares were exchanged for the Company's Series A Convertible Preferred Stock in September 2017 pursuant to Exchange Agreements, as disclosed by the Company in its Current Report on Form 8-K, dated Sept. 19, 2017. About ImageWare Systems ImageWare Systems, Inc. -- http://iwsinc.com-- is a developer of mobile and cloud-based identity management solutions, providing biometric authentication solutions for the enterprise. The Company delivers next-generation biometrics as an interactive and scalable cloud-based solution. ImageWare brings together cloud and mobile technology to offer multi-factor authentication for smartphone users, for the enterprise, and across industries. ImageWare's products support multi-modal biometric authentication including, but not limited to, face, voice, fingerprint, iris, palm, and more. All the biometrics can be combined with or used as replacements for authentication and access control tools, including tokens, digital certificates, passwords, and PINS, to provide the ultimate level of assurance, accountability, and ease of use for corporate networks, web applications, mobile devices, and PC desktop environments. ImageWare is headquartered in San Diego, Calif., with offices in Portland, OR, Ottawa, Ontario, and Mexico City, Mexico. To learn more about ImageWare, visit http://iwsinc.com; follow the Company on Twitter, LinkedIn, YouTube and Facebook. ImageWare Systems reported a net loss available to common shareholders of $10.87 million on $3.81 million of revenues for the year ended Dec. 31, 2016, compared to a net loss available to common stockholders of $9.59 million on $4.76 million of revenues for the year ended Dec. 31, 2015. As of June 30, 2017, ImageWare had $4.25 million in total assets, $9.83 million in total liabilities and a total shareholders' deficit of $5.58 million. Mayer Hoffman McCann P.C., in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred recurring operating losses and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INCA REFINING: Hires Latter & Blum as Real Estate ------------------------------------------------- Inca Refining, L.L.C., and its debtor-affiliate seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Latter & Blum, Inc., as real estate broker to the Debtor. Inca Refining requires Latter & Blum to market and sell the Debtors' real property known as Lower half of Elina Plantation, a 447.102 acre industrial tract, at Louisiana Highway 18, St. James Parish, Louisiana. Latter & Blum will be paid a commission of 4% of the sales price. Trimble Green, member of Latter & Blum, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Latter & Blum can be reached at: Trimble Green LATTER & BLUM, INC. 430 Notre Dame Street New Orleans, LA 70130-3610 Tel: (504) 525-1311 About Inca Refining, L.L.C. INCA Refining, LLC, was organized in Texas in 2005 for the purpose of developing and operating an oil refinery in Louisiana. INCA owns an 80% membership interest in Refinery Equipment Holdings, a Delaware limited liability company, and the remaining 20% is owned by Del Mar Onshore Partners L.P. entities. INCA also holds property in Egan, Louisiana. West Bank Land Company LLC was organized in Texas in 2008 for the purpose of acquiring land to be developed by INCA into an oil refinery. West Bank owns the St. James Property, leased by INCA for a refinery. In 2010, White Oak Global Advisors, LLC, entered into two funding agreements with INCA and West Bank on behalf of the White Oak Creditors. The current total indebtedness owed to the White Oak Creditors is now in excess of $102,000,000. Involuntary Chapter 11 petitions were filed against INCA Refining, LLC, and West Bank Land Company LLC (Bankr. E.D. La. Case No. 17-11182 and 17-11183) on May 9, 2017. The petitioning creditors were White Oak Strategic Master Fund, L.P., and related entities. Pursuant to orders for relief, the Debtors are and have been debtors-in-possession with control over administration of their estates pursuant to 11 U.S.C. Sec. 1107. The case is assigned to Judge Jerry A. Brown. The White Oak Entities own the majority of the membership interests in each of the Debtors, control the majority of managers of the Board, and have creditor claims against each of the Debtors in excess of $102 million secured by a third mortgage on the real estate in St. James Parish, Louisiana. The White Oak Entities sought appointment of a Chapter 11 trustee in each case. Following an Aug. 2, 2017, hearing, the Court entered an order denying the appointment request. INTEVA PRODUCTS: Moody's Withdraws B1 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service has withdrawn all the ratings of Inteva Products, LLC, including the company's B1 Corporate Family Rating, the B1-PD Probability of Default Rating, B1 senior secured term loan rating and its stable outlook. Ratings Withdrawn: Issuer: Inteva Products, LLC Corporate Family Rating of B1 Probability of Default Rating of B1-PD Senior Secured Term Loan B due 2022 of B1 (LGD4) Outlook of Stable RATINGS RATIONALE Moody's has decided to withdraw the ratings because of inadequate information to monitor the ratings, due to the issuer's decision to cease participation in the rating process. Inteva Products, LLC is a designer, manufacturer and assembler of highly-engineered closure systems, interiors systems, motors and electronics, and roof systems for leading automotive OEMs around the world. Inteva is owned by an affiliate of The Renco Group (Renco), a family owned investment company. INVERSIONES ARAXI: Taps Juan Ruiz Reyes as Accountant ----------------------------------------------------- Inversiones Araxi Group Corp. and its affiliates have filed separate applications seeking approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire an accountant. In their applications, Inversiones, PR 1 Investment Rooms Corp. and Buena Vista Plantation Corp. propose to employ Juan Ruiz Reyes to provide general accounting and financial counseling services in connection with their Chapter 11 cases. Mr. Reyes will charge an hourly fee of $150 and will receive in advance a retainer fee in the amount of $1,000. In a court filing, Mr. Reyes disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Reyes maintains office at: Juan A. Ruiz Reyes Urb. Los Laureles 26 Los Robles St. Cayey, PR 00736 Tel: (787)738-0850 Email: ruizreyesjuan@yahoo.com The Debtors are represented by: Gerardo L Santiago Puig, Esq. GSP Law, P.S.C. Doral Bank Plaza Suite 801 33 Resolucion St. San Juan, PR 00920 Tel: 787-777-8000 Fax: 787-767-7107 Email: gsantiagopuig@gmail.com About Inversiones Araxi Group Corp. Inversiones Araxi Group is a small organization in the hotels and motels industry located in Caguas, Puerto Rico. Inversiones, Buena Vista Plantation Corp. and PR 1 Investment Rooms Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case Nos. 17-05575 to 17-05577) on August 8, 2017. Luis J. Perez Delgado, president, signed the petitions. Judge Edward A. Godoy presides over the cases. GSP Law, P.S.C. represents the Debtors as bankruptcy counsel. At the time of the filing, the Debtors disclosed these assets and liabilities: Estimated Estimated Assets Liabilities --------- ----------- Inversiones Araxi $1M-$10M $1M-$10M Buena Vista $100K-$500K $1M-$10M PR 1 Investment $0-$50K $1M-$10M Inversiones Araxi and Buena Vista Plantation previously sought bankruptcy protection on March 31, 2016 (Bankr. D.P.R. Case No. 16-02428 and 16-02426, respectively). IRONCLAD PERFORMANCE: Equity Committee Taps Dentons as Counsel -------------------------------------------------------------- The Official Committee of Equity Security Holders of Ironclad Performance Wear Corp. seeks authority from the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, to retain Dentons US LLP as counsel to the Equity Committee nun pro tunc as of September 20, 2017. Professional services to be rendered by Dentons are: a. advise the Equity Committee regarding (i) matters of bankruptcy law, including the rights and remedies of equity security holders in regard to the Debtors' assets and with respect the proposed sale of substantially all of the Debtors' assets and any proposed plan of reorganization or liquidation, and (ii) any claims and causes of actions against third parties based on prepetition acts; b. assist and advise the Equity Committee in its discussions with the Debtors and other parties in interest regarding the administration of the Debtors, the Sale, and any Plan; c. assist and advise the Equity Committee in its examination and analysis of the conduct of the Debtors' affairs, financial condition, business and assets and any other matter relevant to any Plan; d. participate in such examinations of the Debtors and other witnesses as may be necessary in order to analyze and determine, among other things, the Debtors' assets and financial condition, whether the Debtors have made any avoidable transfers of property, or whether causes of action exist on behalf of the Debtors' estates; e. represent the Equity Committee at hearings to be held before this Court and communicating with the Equity Committee regarding the matters heard and the issues raised as well as the decisions and considerations of this Court; f. coordinate the receipt and dissemination of information prepared by and received from the Debtors' professionals, as well as such information as may be received from professionals engaged by the Equity Committee or other parties-in-interest in these Cases; g. respond on behalf of the Equity Committee to any Plan, to participate in the formulation or reformulation of a plan alternative, to assist the Equity Committee in analyzing, and evaluating the matters raised by any Plan formulated in these Cases; and h. assist the Equity Committee generally in performing such other services as may be desirable or required for the discharge of the Equity Committee's duties pursuant to Sec. 1103 of the Bankruptcy Code and to take such other action or perform such other services as the Equity Committee may require of Dentons in connection with these Cases. Tania M. Moyron attests that Dentons and its attorneys are disinterested persons as that term is defined in 11 U.S.C. Sec. 101(14). For this representation, Dentons has agreed to reduce its hourly rates. Dentons proposes to render services to the Equity Committee at a combination of rates capped at $700 per hour, a 10% discount on non-capped rates, and a contingency fee arrangement if shareholder recoveries exceed a certain sum. The Counsel can be reached through: Samuel R. Maizel, Esq. Tania M. Moyron, Esq. DENTONS US LLP 601 South Figueroa Street, Suite 2500 Los Angeles, CA 90017-5704 Tel: (213) 623-9300 Fax: (213) 623-9924 Email: samuel.maizel@dentons.com tania.moyron@dentons.com About Ironclad Performance Wear Ironclad Performance Wear Corporation designs and manufactures branded performance work wear for a variety of construction, do-it-yourself, industrial, sporting goods and general services markets. Since inception, the company has leveraged its proprietary technologies to design task-specific technical gloves and performance apparel designed to improve the wearer's ability to perform specific job functions. Ironclad's gloves are available through industrial suppliers, hardware stores, home centers, lumber yards, and sporting goods retailers nationwide; and through authorized distributors in North America, Europe, Australia, Middle East, Asia and South America. Ironclad Performance Wear Corp, a California corporation and Ironclad Performance Wear Corp, a Nevada corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case Nos. 17-12408 and 17-12409) on Sept. 8, 2017. Geoffrey L. Greulich, chief executive officer, signed the petitions. The cases are jointly administered and assigned to Judge Martin R. Barash. Ironclad California estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. In its schedules, Ironclad Nevada disclosed $16.6 million in assets and $8.05 million in debt. Levene, Neale, Bender, Yoo & Brill L.L.P serves as counsel to the Debtor. Craig-Hallum Capital Group LLC is the Debtor's financial advisor. On Sept. 22, 2017, the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. The committee hired Brown Rudnick LLP as its legal counsel; and Province Inc. as financial advisor. An Official Committee of Equity Security Holders also has been established in the case. The equity panel retained Dentons US LLP as counsel. IRONCLAD PERFORMANCE: Taps Stubbs Alderton as Corporate Counsel --------------------------------------------------------------- Ironclad Performance Wear Corporation, a California corporation, and its parent corporation Ironclad Performance Wear Corporation, a Nevada corporation, seek approval from the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, to hire Stubbs Alderton & Markiles, LLP as their special corporate and securities, special trademark, and special litigation, counsel. Professional services to be rendered by Stubbs Alderton: a. advise and represent the Debtors in connection with any litigation matters which may arise or which involve the Debtors; b. advise the Debtors with regard to, and representing the Debtors in the areas of, corporate law, corporate governance, corporate matters, and securities matters; c. advise and represent the Debtors in connection with Securities and Exchange Commission regulatory compliance; d. provide legal services in connection with commercial and contractual and similar transactional matters and assisting the Debtors in connection with their expected sale efforts; e. advise the Debtors with regard to, and representing the Debtors in connection with, registering trademarks, and undertaking trademark enforcement measures, both domestically and internationally, and f. perform any other services which may be appropriate in SAM's representation of the Debtors relating to corporate and securities law, trademark law and general business litigation during their bankruptcy cases. The firm's Scott Alderton assures the Court that SAM does not hold or represent any interest materially adverse to the Debtors or the Debtors' estates, and SAM is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. SAM will charge the Debtors for its services on an hourly basis in accordance with the firm's "Emerging Growth" hourly billing rates, which is approximately $50 per hour less than SAM's standard hourly billing rates. Primary attorneys responsible for this case and their hourly rates are: Alderton, Scott (Partner) $650/hour Wharton, Louis (Partner) $600/hour The Counsel can be reached through: Scott Alderton, Esq. Stubbs Alderton & Markiles, LLP 15260 Ventura Boulevard, 20th Floor Sherman Oaks, CA 91403 Phone: 818-444-4500 Fax: 818-444-4520 About Ironclad Performance Wear Ironclad Performance Wear Corporation designs and manufactures branded performance work wear for a variety of construction, do-it-yourself, industrial, sporting goods and general services markets. Since inception, the company has leveraged its proprietary technologies to design task-specific technical gloves and performance apparel designed to improve the wearer's ability to perform specific job functions. Ironclad's gloves are available through industrial suppliers, hardware stores, home centers, lumber yards, and sporting goods retailers nationwide; and through authorized distributors in North America, Europe, Australia, Middle East, Asia and South America. Ironclad Performance Wear Corp, a California corporation and Ironclad Performance Wear Corp, a Nevada corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case Nos. 17-12408 and 17-12409) on Sept. 8, 2017. Geoffrey L. Greulich, chief executive officer, signed the petitions. The cases are jointly administered and are assigned to Judge Martin R. Barash. Ironclad California estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. In its schedules, Ironclad Nevada disclosed $16.6 million in assets and $8.05 million in debt. Levene, Neale, Bender, Yoo & Brill L.L.P serves as counsel to the Debtor. Craig-Hallum Capital Group LLC is the Debtor's financial advisor. On Sept. 22, 2017, the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. The committee hired Brown Rudnick LLP as its legal counsel; and Province Inc. as financial advisor. An Official Committee of Equity Security Holders also has been established in the case. The equity panel retained Dentons US LLP as counsel. ISLAND VIEW CROSSING: Needs Time to Resolve Financing, File Plan ---------------------------------------------------------------- One State Street Associates, L.P., Island View Crossing II, L.P., Calnshire Estates, LLC and Steeple Run, L.P. ask the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to extend the period during which each Debtor has the exclusive right to file a plan of reorganization, from the current expiration date to December 27, 2017, as well as the period during which the Debtor has the exclusive right to solicit acceptances of such plan, from the current expiration date to February 25, 2018. This is the Debtors' first request for an extension of the exclusive periods, which represents a proposed extension of each period for 60 to 69 additional days. Specifically, State Street seeks a 69 day extension of its exclusivity periods to align with the exclusivity periods sought by Island View, Calnshire and Steeple Run which have sought 60-day extensions. On August 4, 2017, Prudential Savings Bank filed its Motion seeking conversion of the Chapter 11 Bankruptcy Cases to Chapter 7 or, in the alternative, appointment of a Chapter 11 Trustee in each of the Debtors' four related Bankruptcy Cases. On August 24, 2017, Island View filed its Motion seeking authority to obtain post-petition financing. Recognizing the overlap of issues and facts between the Conversion Motions and the DIP Financing Motion, the Debtors and Prudential entered into a Stipulated Order setting discovery, pre-hearing and hearing scheduled for the Conversion Motions and for the Debtors' Post-Petition Financing Motion which, inter alia, established a consolidated hearing on both motions which was approved by the Court on August 24. By agreement of the parties, and thereafter by Order dated September 19, 2017, the consolidated hearings on the Conversion Motions and the DIP Financing Motion were continued to October 16, 2017 and October 19, 2017. While the Debtors would prefer to conclude their chapter 11 cases expeditiously, the Debtors submit that they are still in the early stage of their cases. The Debtors believe that the extension of the exclusive periods is warranted and appropriate considering that the final resolution of the Conversion Motions and the DIP Financing Motion will have a material effect on their ability and/or options to reorganize its affairs. Against the backdrop of this uncertainty, the Debtors assert that it would be premature, as well as a waste of time, effort and resources, including judicial resources, to require them to file a plan by October 19, 2107 to maintain its right to exclusivity. In addition, the Debtors believe the requested extension of exclusivity periods will afford Island View with the time required to finalize and close on its DIP financing which in turn will allow all of the Debtors to move forward with a plan that provides for the maximum return to their creditors. About One State Street Associates and Affiliates Island View, Calnshire Estates, and Steeple Run, are affiliates of One State Street Associates which filed a voluntary petition on June 21, 2017 (Bankr. E.D. Pa. Case No. 17-14291). The Debtors are managed by Renato J. Gualtieri, a real estate developer based in Langhorne, PA. Island View Crossing II, L.P., Calnshire Estates, LLC, and Steeple Run, LP filed their respective Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 17-14454, 17-14457 and 17-14458, respectively), on June 30, 2017. The Debtors' individual cases have not been ordered to be jointly administered or consolidated and thus, each Debtor has its own separate bankruptcy estate. The Hon. Eric L. Frank presides over these cases. The petitions were signed by Renato J. Gualtieri, president of corporate general partner. The Debtors are represented by David B. Smith, Esq. at Smith Kane Holman, LLC. At the time of the filing, the Debtors estimated their assets and debts at $1 million to $10 million, except for Calnshire Estates, which estimated its assets to be between $10 million to $50 million. JILL HOLDINGS: S&P Alters Outlook to Stable on Weak Performance --------------------------------------------------------------- S&P Global Ratings revised its rating outlook on Quincy, Mass.-based apparel retailer Jill Holdings LLC to stable from positive. At the same time, S&P affirmed the 'B' corporate credit rating. S&P said, "We also affirmed the 'B' issue-level rating on Jill's secured term loan facility. The recovery rating of '3' is unchanged and indicates our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default or bankruptcy. "The outlook revision reflects our lower performance projections over the next 12-18 months and the expectation of some credit protection headroom at the current rating. This follows Jill's lowered guidance for the third quarter, in which the company indicated that comparable-store sales are likely to fall 3%-5% and gross margins would moderately decline from the year-ago period. We believe the recent weak operating performance results predominantly from significant merchandising missteps. While the effects are likely to linger, we also believe Jill's performance trend will stabilize in fiscal 2018 based on the company's short-term product lead times and data-centric omnichannel model. "The stable ratings outlook reflects our expectation that operating performance will stabilize in fiscal 2018 following Jill's merchandising missteps in the fiscal third quarter. We also expect credit protection metrics will remain generally consistent with recent levels, including FFO to debt around 18% and a FCC ratio of about 2.1x. Moreover, our ratings outlook also reflects our belief that Jill's private equity sponsors will retain their nearly 60% ownership in the company for foreseeable future. "We could lower the rating if operating performance deteriorates at a rate worse than our expectations. This scenario would include a persistent weakening in customer traffic leading to a sustained mid-single-digit percentage decline in comparable-store sales while sales deleveraging results in adjusted EBITDA margins of 19% or worse. Under this scenario, FFO to debt would be in the low-teens percentage area, the FCC ratio would approach the 2x area or worse, and the company would likely generate neutral to negative FOCF. Although less likely, we could also lower the rating if the company takes a more aggressive stance on financial policy and seeks to increase leverage through an increase in balance sheet debt. "We could raise the rating if the company demonstrates a sustained improvement in operating performance such that comparable-store sales would be modestly positive and adjusted margins would improve to 23% or better. This would likely result in an improvement in credit protection metrics, including FFO to debt approaching 20% and a FCC ratio of 2.2x on a sustained basis. We must also believe that significant releveraging is unlikely and that the equity sponsors would likely reduce their ownership position to 40% or less." JOHN Q. HAMMONS: Sale of Springfield Property to Reids $79K Okayed ------------------------------------------------------------------ Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas authorized John Q. Hammons Fall 2006, LLC and its affiliates to sell nunc pro tunc to Sept. 5, 2017 of a residential lot located at Lot 7, Kingswood Phase II, Highland Springs, Greene County, Missouri, commonly known as 5208 E. Whitehaven Dr., Springfield, Missouri, to Casey Joseph Reid and April DeShea Reid for $79,000. The sale is free and clear of all liens, claims, encumbrances, and other interests. At the time of closing, and from the proceeds of the sale, the Trust is authorized and directed to pay its share of the closing costs and all past due and outstanding taxes with respect to the Real Estate. The Trust is further directed to pay to Great Southern Bank in satisfaction of its lien on the Real Estate the greater of (i) 80% of the sale proceeds, less standard closing costs, or (ii) $50,000. Finally, the Trust is further directed to place the remaining net sale proceeds into a segregated bank account and the Proceeds will be held in such account pending further order of the Court. About John Q. Hammons Fall 2006 Springfield, Mo.-based John Q. Hammons Hotels & Resorts (JQH) -- http://www.jqhhotels.com/-- is a private, independent owner and manager of hotels in the United States, representing brands such as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG, Chateau on the Lake Resort / Spa & Convention Center, and Plaza Hotels Collection. It has portfolio of 35 hotels representing approximately 8,500 guest rooms/suites in 16 states. John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to 16-21208) on June 26, 2016. The petitions were signed by Greggory D. Groves, vice president. At the time of filing, the Debtors estimated assets at $100 million to $500 million and liabilities at $100 million to $500 million. The Debtors' bankruptcy counsel are Mark A. Shaiken, Esq., Mark S. Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard Street LLP. The Debtors' conflicts counsel is Victor F. Weber, Esq., at Merrick Baker and Strauss PC. The Debtors engaged BMC Group, Inc., as their notice, claims, and balloting agent; and Alvarez & Marsal Valuation Services, LLC, as appraiser. JOSOVITZ PROPERTIES: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Josovitz Properties LLC as of Oct. 20, according to a court docket. Josovitz Properties is represented by: Steven L. Lefkovitz, Esq. Law Offices of Lefkovitz & Lefkovitz 618 Church St Ste 410 Nashville, TN 37219 Tel: 615 256-8300 Fax: 615 255-4516 Email: slefkovitz@lefkovitz.com About Josovitz Properties LLC Josovitz Properties LLC, a company based in Murfreesboro, Tennessee, listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns in fee simple interest a real property located at 726 South Church Street, Murfreesboro, Tennessee, currently valued at $1.22 million. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 17-05918) on August 30, 2017. The petition was signed by Mark Josovitz, chief manager, who also sought bankruptcy protection on Feb. 16, 2017 (Bankr. M.D. Tenn. Case No. 17-01046). At the time of the filing, the Debtor disclosed $1.52 million in assets and $639,662 in liabilities. Judge Marian F. Harrison presides over the case. The Debtor is represented by the Law Offices of Lefkovitz & Lefkovitz. K&D HOSPITALITY: Hires David A. Colecchia as Counsel ---------------------------------------------------- K&D Hospitality, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ David A. Colecchia and Associates, as counsel to the Debtor. K&D Hospitality requires David A. Colecchia to: a. provide continuing legal advice concerning the powers, duties, and responsibilities of the Debtor-in-Possession in the current bankruptcy and in the operation of its business; b. take any and all necessary action for the benefit of the Debtor and of the Estate, such as prosecution and compromise of actions held by the Debtor, defense of actions against the Debtor, review of all documents, motions, and claims filed by other parties and objecting to the same as necessary; c. prepare of any and all documents, schedules, petitions, pleadings, and other legal papers as are reasonably necessary for the above or for the continued administration of the above case; and d. perform any and all other legal services for the Debtor which are in connection with the Chapter 11 case or otherwise are reasonably necessary for the Debtor-in- Possession's normal operations. David A. Colecchia will be paid at these hourly rates: Attorneys $275-$325 Staffs $95 David A. Colecchia has received from the Debtor an initial, non-refundable retainer of $6,000, of which $1,717 was used for payment of the filing fee, and the remaining balance of $4,283 is credited to pre-petition activity and will be credited to any post-petition activity. David A. Colecchia will also be reimbursed for reasonable out-of-pocket expenses incurred. Justin P. Schantz, member of David A. Colecchia and Associates, 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. David A. Colecchia can be reached at: Justin P. Schantz, Esq. DAVID A. COLECCHIA AND ASSOCIATES 324 South Maple Ave. Greensburg, PA 15601-3219 Tel: (724) 837-2320 Fax: (724) 837-0602 E-mail: colecchia542@comcast.net About K&D Hospitality, LLC Founded in 2006, K & D Hospitality is a small business debtor as defined in 11 U.S.C. Section 101(51D) that operates under the rooming and boarding houses industry. K & D Hospitality, LLC, based in Greensburg, PA, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-24167) on October 18, 2017. The Hon. Carlota M. Bohm presides over the case. Justin P. Schantz, Esq., at David A. Colecchia and Associates, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Parmod Patel, president. KRUMBEIN LLC: Hires David C Rubin as Counsel -------------------------------------------- Krumbein LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ David C Rubin PA, as counsel to the Debtor. Krumbein LLC requires David C Rubin to: a. assist and advise the Debtor relative to the administration of the bankruptcy proceeding; b. represent the Debtor before the Bankruptcy Court and advise the Debtor on all pending litigation, hearings, motions, and of the decisions of the Bankruptcy Court; c. review and analyze all applications, orders, and motions filed with the Bankruptcy Court by third parties in the bankruptcy proceeding; d. attend all meetings conducted pursuant to Section 341(a) of the Bankruptcy Code and represent the Debtor at all examinations; e. communicate with Creditors and all other parties in interest; f. assist the Debtor in preparing all necessary applications, motions and orders supporting positions taken by the Debtor, and prepare witnesses and review documents; g. confer with all other professionals, including accountants and consultants retained by the Debtor and by any other party in interest; h. assist the Debtor in its negotiations with creditors or third parties concerning the terms of any proposed plan of reorganization; i. prepare, draft, and protect the plan of reorganization and disclosure statement; j. assist the Debtor in performing such other services in the interest of the Debtor and the Estate, and perform all other legal services required by the Debtor. David C Rubin will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David C Rubin, partner of David C Rubin PA, 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. David C Rubin can be reached at: David C Rubin, Esq. DAVID C RUBIN PA 5647 SW 69 Ave. Miami, FL 33143 Tel: (305) 804-1898 E-mail: david3051@aol.com About Krumbein LLC Krumbein LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-20528) on August 29, 2017, listing under $1 million in both assets and liabilities. The Debtor hired David C. Rubin PA, as counsel. L BRANDS: Fitch Affirms BB+ IDR; Outlook Stable ----------------------------------------------- Fitch Ratings has affirmed L Brands, Inc.'s Long-Term Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook is Stable. The rating reflects L Brands' position as a strong operator of two leading brands, proven track record of driving growth despite challenges in the broader retail space and a shareholder-friendly posture. L Brands has displayed strong customer loyalty and ability to introduce compelling, unique merchandise despite challenges across the mid-tier mall retail space. While near-term performance has been impacted by recent category eliminations and general mall-based retail traffic challenges, Fitch believes that the company's top-line should begin to stabilize as it laps declines from exited categories and recent strategic changes take hold. Continuation of negative comparable store sales (comps) through the 2017 holiday season would be a rating concern. KEY RATING DRIVERS Recent Top-Line Weakness: In early 2016, Victoria's Secret announced proactive plans to eliminate certain apparel categories (including swimwear), eliminated its catalog, and made significant changes to its promotional strategy. These actions, which are aimed at positioning the company for the longer-term, have weakened near-term results. This weakness has been further exacerbated by traffic challenges faced by many mall-based specialty retailers. Comps decreased to positive 1% in 2016 and negative 7% for the first nine months of 2017, compared with an average of about 5% over the five years through 2015. The YTD comps decline has been driven entirely by Victoria's Secret (comps down 12%) as Bath & Body Works produced positive 4% comps during the same period. Victoria's Secret comps have improved notably in recent months, with declines of 7% and 5% in August and September, respectively and September comps in the underlying business (excluding the impact of swim and apparel exits) improved to flat. Given the improving trajectory and continued good results at Bath & Body Works, Fitch expects overall comps to stabilize to around flat by the 2017 holiday selling season. Fitch expects comps to be negative mid-single digits in 2017 as the company continues to work through the impact of the above actions before stabilizing in 2018 and resuming low single digit growth thereafter. The growth of PINK in the U.S., which could be a $3 billion business over the next few years from Fitch estimates of $2.5 billion currently, and the inclusion of the full lingerie lines in expanded Victoria's Secret stores have led to increased productivity per square foot over the past few years. PINK, a collegiate-focused brand which offers intimate apparel, loungewear and related products in vibrant colors and patterns, has expanded Victoria Secret's demographic base by appealing to younger consumers. International expansion also provides a strong top-line and profit opportunity by allowing the company to diversify outside of mall-based locations and reduce operational and execution risks through its substantially franchised model (outside of the UK and Canadian markets). L Brands' strong omnichannel is also expected to be a continued driver of growth. The company had consolidated online penetration of 16% of 2016 sales, with a higher penetration of 20% at Victoria's Secret and 12% at Bath and Body Works. While Bath and Body Works' lower online sales penetration is somewhat protected by the "touch and feel" nature of personal care products, Victoria's Secret should benefit from expected growth in online apparel sales. Sub-$2.5 billion EBITDA Expected: Fitch expects L Brands' EBITDA to decline to about $2.3 billion in 2017 from $2.6 billion in 2016, or about 10%. The decline is driven by a weak top line (forecasted down 3%) and its deleveraging impact on EBITDA margin. Fitch expects gross margin to decline around 100 bps in 2017, primarily on fixed-cost deleverage, and remain flattish thereafter. EBITDA is expected to grow to around $2.6 billion by 2019 as comps flatten out in 2018 and then turn positive low single digits. Reasonable Leverage: Lease-adjusted leverage increased to 3.9x as of July 29, 2017 from 3.5x at the end of 2016 due to the decline in EBITDA. While leverage is expected to remain elevated over the next 12-24 months, L Brands continues to operate within the appropriate leverage sensitivities. Longer term, Fitch expects the company's leverage profile to trend toward the mid-3x given expectations for sales to stabilize and EBITDA to rebound. Shareholder-Friendly Posture: L Brands is committed to returning cash to shareholders through share repurchases and dividends. The company returned about $6.6 billion in cash to shareholders in the five years ending 2016, utilizing approximately $4.4 billion of FCF before dividends and funding the remainder with debt. In light of the recent operational weakness, management has reduced 2017 capex and directed only $476 million towards dividends and share buybacks in the first half of 2017 versus $1.3 billion in the same period in 2016. While the commitment to high levels of shareholder return is a rating constraint for the company, the recent pullback is a modest credit positive. DERIVATION SUMMARY L Brand's 'BB+' rating reflects the company's dominant position in intimate apparel through its Victoria's Secret brand and a strong position in personal care and home products through the Bath & Body Works Brand. The company does not have any large, direct peers but instead competes with a range of department store and mid-tier apparel/specialty retailers. L Brands' good track record of growth and industry leading margins is offset by an aggressive shareholder return policy that dictates leverage. While until recently L Brands' top-line and EBITDA margin trends have been more positive than The Gap (BB+/Stable), leverage is largely comparable for the two mid-tier, mall-based retailers. Gap continues to struggle with longer term operational challenges but has a less shareholder friendly stance than L Brands. Looking at other specialty retailers, the 'BBB-'/Stable ratings of both Coach, Inc. and Michael Kors Holdings Limited consider their lower leverage profiles offset by higher fashion risk of the handbag and accessories category. Signet Jewelers Limited (BB/Stable) benefits from expected longer term stability of the jewelry category, but its rating is dictated by management's stated leverage target. KEY ASSUMPTIONS Fitch's key assumptions within its ratings case for the issuer include: -- Fitch expects L Brands to produce negative mid-single digit comps in 2017, improving to flattish in 2018, before increasing to positive low single digits thereafter; -- Square footage expansion, if executed successfully, could drive overall top-line growth of around 2%-3% range annually beginning 2018; -- EBITDA is expected to be around $2.3 billion in 2017 before rebounding to about $2.6 billion by 2019 as top-line returns to growth; -- Free cash flow (FCF) after regular dividends of negative $100 million to breakeven after regular dividends over the next two to three years; -- Capex is expected to be around $800 million annually following an elevated $1 billion in 2016, reflecting a more normalized level of spending, inclusive of strategic investments, new store constructions and square footage expansion; -- Leverage is expected to be in the high-3x range in 2017/2018 and decline modestly thereafter, assuming flattish debt and the above EBITDA assumptions. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action: A positive rating action would require both the continuation of positive operating trends and a public commitment to maintaining financial leverage around low 3.0x. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action: A negative rating action could be driven by a prolonged trend of negative comps and/or margin compression from fashion misses, execution missteps or loss of competitive traction. A larger than expected debt-financed share repurchase or special dividend, or weakness in operations that lead to leverage rising to 4.0x would be negative for the rating. LIQUIDITY Liquidity is strong, supported by a cash balance of $1.4 billion as of July 29, 2017 and the company's $1 billion revolving credit facility. The company has a comfortable maturity profile and Fitch considers refinancing risk low given L Brands' strong business profile, favorable operating trends, and reasonable leverage. FULL LIST OF RATING ACTIONS Fitch has affirmed L Brands' ratings as follows: -- Long-term IDR at 'BB+'; -- Secured bank credit facility at 'BBB-/RR1'; -- Senior guaranteed unsecured notes at 'BB+/RR4'; -- Senior unsecured notes at 'BB/RR5'. LAFLAMME'S INC: Wants to Use Cash Collateral Until Nov. 6 --------------------------------------------------------- LaFlamme's Inc. and secured creditors Peoples United Bank N.A. and Heritage Family Credit Union filed with the U.S. Bankruptcy Court for the Northern District of New York a stipulated motion for entry of order authorizing the Debtor to use cash collateral for the next 30 days, or until Nov. 6, 2017, to allow continued business operations of the Debtor. A copy of the motion is available at: http://bankrupt.com/misc/nynb17-11739-21.pdf About LaFlamme's Inc. Based in Granville, New York, LaFlamme's Inc. filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 17-11739) on Sept. 19, 2017. The Debtor is represented by Richard H. Weiskopf, at The DeLorenzo Law Firm, as bankruptcy counsel. Judge Robert E. Littlefield Jr. presides over the case. The Debtor estimates $1,000,001 to $10 million in both assets and liabilities. LAST FRONTIER: Loan from Dolphin Enterprises to Fund Latest Plan ---------------------------------------------------------------- Last Frontier Realty Corporation filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement explaining its plan of reorganization, dated Oct. 13, 2017, which contemplates obtaining exit financing to repay all creditors in full. Class 4 under the latest plan is the Allowed Secured Claims of Propel Financial Services. The Debtor will now repay the amount owed to Propel in full on the Effective Date. The previous version of the plan asserted that the Debtor will repay the amount owed to Propel as of the Effective Date in 120 equal monthly payments commencing on the first day of the first month following the Effective Date and terminating 120 months thereafter. The amount of the monthly payment will be that necessary to fully amortize the amount owing to Propel Note #1 as of the Effective Date with interest at 8.99% in 120 equal monthly installments and will be in the approximate amount of $268.43. The amount of the monthly payment will be that necessary to fully amortize the amount owing to Propel Note #2 as of the Effective Date with interest at 13.90% in 120 equal monthly installments and shall be in the approximate amount of $454.11. The Debtor anticipates using the on-going business income of the Debtor to fund the Plan. In addition, the Debtor has received loan commitment from Dolphin Enterprises, Inc., to provide the Debtor with the funds necessary to fund the Plan. All payments under the Plan will be made through the Disbursing Agent. The Troubled Company Reporter previously reported that the Debtor only anticipates using the on-going business income of the Debtor to fund the Plan. A copy of the Latest Disclosure Statement dated Oct. 13, 2017, is available at: http://bankrupt.com/misc/txnb17-32681-11-49.pdf About Last Frontier Realty Corp. Last Frontier Realty Corp. is a Texas corporation which owns two pieces of real property. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-32681) on July 10, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $1 million. Judge Stacey G. Jernigan presides over the case. Eric A. Liepins, P.C. is the debtor's bankruptcy counsel. The Debtor previously filed a Chapter 11 petition (Bankr. N.D. Texas Case No. 17-30454) on Feb. 6, 2017. This case was dismissed on July 3, 2017. LAURA ELSHEIMER: Has Interim OK to Use Cash Collateral Until Nov. 2 ------------------------------------------------------------------- Judge Christopher J. Panos of the U.S. Bankruptcy Court in Massachusetts authorized Laura Elsheimer LLC seeks to use of cash collateral on an interim basis through Nov. 2, 2017. The Debtor is authorized to expend funds necessary to avoid immediate and irreparable harm in the amounts consistent with the budget. The approved budget provides total expenses of approximately $1,980 for the month of October 2017 and $10,639 for the month of November 2017. The Debtor is required file a written report reflecting a budget to actuals comparison for the preceding one-month period on or before the 15th day of each month. On an ongoing basis, the Debtor will deposit all rental income received and make expense payments from the established debtor-in-possession account. The Debtor is further required to make monthly adequate protection payments of $5,989.12 to Velocity Commercial Capital LLC Velocity Commercial is granted replacement liens and security interests in the same types and kinds of the Debtor's property arising, acquired or created on or after Oct. 11, 2017, in which Velocity Commercial holds valid, perfected, and non-avoidable prepetition liens and security interests. The replacement liens and security interests will extend to the proceeds and products of such post-petition property purchased or acquired with cash collateral. Velocity Commercial will also have a superpriority claim pursuant to section 507(b) of Bankruptcy Code to the extent the use of cash collateral resulted in diminution in value of its cash collateral on and after the Petition Date that is not replaced by the replacement lien and security interest. A final hearing regarding authority for continued use of cash collateral is scheduled for Nov. 2, 2017 at 10:15 a.m. Any objections to the continued use of cash collateral from Nov. 2, 2017 through Jan. 31, 2018 are due by Oct. 30. A full-text copy of the Interim Order, dated Oct. 19, 2017, is available at http://tinyurl.com/yaf8sjxv About Laura Elsheimer Laura Elsheimer LLC owns the properties known as 20-24 Main Street & 3 Felton Street in Hudson, Massachusetts. The properties consist of seven residential apartments and four commercial spaces. Laura Elsheimer LLC previously filed a Chapter 11 case (Bankr. D. Mass. Case No. 16-40853) on May 16, 2016. Laura Elsheimer LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-41842) on Oct. 12, 2017, to stay foreclosure. The petition was signed by its manager, Laura Elsheimer. At the time of filing, the Debtor estimated assets and liabilities at $500,000 to $1 million. The case is assigned to Judge Christopher J. Panos. Michael Van Dam, Esq., at Van Dam Law LLP, serves as the Debtor's bankruptcy counsel. On Sept. 26, 2016, the Debtor filed its Chapter 11 plan of reorganization and disclosure statement. But the case was converted to Chapter 7. LG BOLLINGER: Hires Cliff Bourland as Appraiser ----------------------------------------------- LG Bollinger, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Cliff Bourland, as appraiser to the Debtor. LG Bollinger requires Cliff Bourland to complete an appraisal of the property at 16815 Bollinger Drive, Los Angeles, CA 90027. Mr. Bourland will be paid a flat rate of $1,800. He will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Bourland assured the Court that he 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. Mr. Bourland can be reached at: Cliff Bourland 1434 Sixth Street, Suite 4 Santa Monica, CA 90401 Tel: (310) 458-3555 Fax: (310) 451-9247 E-mail: cliff.bourland@cbarealestate.com About LG Bollinger, LLC Los Angeles, California-based LG Bollinger LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-21049) on September 8, 2017. The Hon. Robert N. Kwan presides over the case. Todd B. Becker, Esq., at The Becker Law Group, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Randy King, its manager. LOPEZ TIRES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Lopez Tires, Wheels, & Accessories, LLC fbda Lopez Tires & Wheels, L.L.C. 801 N 23rd St Mcallen, TX 78501 Type of Business: Lopez Tires, Wheels, & Accessories, LLC is a privately held company that owns a shop that sells automobile parts, accessories, and tires. The Company has a fee simple interest in a real property located at Lot 1, Lopez Wheels Subdivision, an addition to the City of McAllen, Hidalgo County, Texas, valued at $471,766. Lopez Tires reported gross revenue of $353,288 in 2016 and gross revenue of $974,494 in 2015. Chapter 11 Petition Date: October 18, 2017 Case No.: 17-70402 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Judge: Hon. Eduardo V Rodriguez Debtor's Counsel: Marcos Demetrio Oliva, Esq. MARCOS D. OLIVA, PC 223 W. Nolana McAllen, TX 78504 Tel: 956-683-7800 Fax: 866-868-4224 E-mail: marcos@oliva.law Total Assets: $727,057 Total Liabilities: $1.22 million The petition was signed by Castulo de Jesus Lopez, president. A full-text copy of the petition containing, along a list of the Debtor's 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/txsb17-70402.pdf LOPEZ TIRES: Hires Marcos D. Oliva as Bankruptcy Counsel -------------------------------------------------------- Lopez Tires, Wheels, & Accessories, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ the Law Firm of Marcos D. Oliva, P.C., as attorney to the Debtor. Lopez Tires requires Marcos D. Oliva to: (a) provide legal advice with respect to the Debtor's rights and duties as debtor-in-possession and continued business operations; (b) assist, advise and represent the Debtor in analyzing the Debtor's capital structure, investigating the extent and validity of liens, cash collateral stipulations or contested matters; (c) assist, advise and represent the Debtor in post-petition financing transactions; (d) assist, advise and represent the Debtor in the sale of certain assets; (e) assist, advise and represent the Debtor in the formulation of a disclosure statement and plan of reorganization and assist the Debtor in obtaining confirmation and consummation of a plan of reorganization; (f) assist, advise and represent the Debtor in any manner relevant to preserving and protecting the Debtor's estate; (g) investigate and prosecute preference, fraudulent transfer and other actions arising under Debtor's bankruptcy avoiding powers; (h) prepare on behalf the Debtor all necessary applications, motions, answers, orders, reports, and other legal papers; (i) appear in the Bankruptcy Court and protect the interests of the Debtor before the Court; (j) assist the Debtor in administrative matters; (k) perform all other legal services for the Debtor which may be necessary and proper in the bankruptcy proceedings; (l) assist, advise and represent the Debtor in any litigation matters, including, but not limited to, adversary proceedings; (m) continue to assist and advise the Debtor in general corporate and other matters related to the successful reorganization of the Debtor; and (n) provide other legal advice and services, as requested by the Debtor, from time to time. Marcos D. Oliva will be paid at these hourly rates: Attorneys $250 Legal Assistant $100 On October 11, 2017, the Debtor paid the Firm the sum of $7,000, of which $1,717 will be applied to the filing fee, and the balance deposited into the attorney fee retainer. Marcos D. Oliva will also be reimbursed for reasonable out-of-pocket expenses incurred. Marcos D. Oliva, partner of Marcos D. Oliva, 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 Debtor and its estates. Marcos D. Oliva can be reached at: Marcos D. Oliva, Esq. MARCOS D. OLIVA, P.C. 23 W. Nolana Boulevard McAllen, TX 78504 Tel: (956) 683-7800 Fax: (866) 868-4224 About Lopez Tires, Wheels, & Accessories, LLC Lopez Tires, Wheels, & Accessories, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 17-70402) on October 18, 2017. The Debtor hired Marcos D. Oliva, P.C., as counsel. LUNDIN MINING: Moody's Puts Ba3 CFR Under Review for Upgrade ------------------------------------------------------------ Moody's Investors Service has placed under review for possible upgrade Lundin Mining Corporations' Ba3 corporate family rating (CFR), Ba3-PD probability of default rating (PDR) and Ba3 senior secured note ratings. Lundin's SGL-1 liquidity rating is unchanged. On Review for Upgrade: Issuer: Lundin Mining Corporation -- Probability of Default Rating, Placed on Review for Upgrade, currently Ba3-PD -- Corporate Family Rating, Placed on Review for Upgrade, currently Ba3 -- Senior Secured Regular Bond/Debenture, Placed on Review for Upgrade, currently Ba3 Outlook Actions: Issuer: Lundin Mining Corporation -- Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The decision to place the ratings under review for upgrade follows the company's announcement that it will redeem its $550 million of 7.50% senior secured notes due 2020 on November 20, 2017. The company will use cash on the balance sheet to fund the redemption. Once completed, Lundin will have adjusted debt of $470 million, cash of $1.5 billion and adjusted debt/EBITDA of about 0.6x. The review for upgrade will consider: 1) Lundin's free cash flow profile against its announced increased capital expenditures; 2) the company's significant cash balance in excess of debt, and potential usage; 3) Lundin's moderate scale and limited mine diversity, with a high concentration of cash flows at the two largest of its four mines (Candelaria and Eagle), and; 4) the company's adherence to conservative financial policies. Lundin's cash balance will remain sizeable at about $1.5 billion following the redemption of the notes. This allows the company the ability to execute prospective acquisitions of new assets or projects, or further invest in its existing assets while maintaining its financial profile. Alternatively with a call date of November 2018 on its notes due 2022, Lundin also has the flexibility to eliminate its rated debt. Lundin's liquidity is excellent (SGL-1), consisting of $2.05 billion of cash and almost full availability under its US$350 million revolving credit facility (matures June 2020) as of June 30, 2017. The company will use its cash to fund the redemption of the $550 secured notes. Moody's expects Lundin will remain free cash flow positive through the remainder of 2017 and 2018 and maintain good headroom to bank maintenance covenants. Lundin has minimal current debt maturities. Following the announced redemption, the company only has $445 million in secured notes due in 2022. Headquartered in Toronto, Ontario, Lundin wholly-owns an underground copper/ zinc mine in Portugal (Neves-Corvo), an underground zinc/ lead mine in Sweden (Zinkgruvan), and an underground nickel/ copper mine in the Michigan (Eagle). It also owns 80% of the Candelaria copper mine in Chile. Lundin's revenues were $1.5 billion in 2016. The principal methodology used in these ratings was Global Mining Industry published in August 2014. LUNDIN MINING: S&P Ups CCR to BB on Debt Repayment, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings said it raised its long-term corporate credit rating on Toronto-based base metals producer Lundin Mining Corp. to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P Global Ratings raised its issue-level rating on the company's senior secured notes to 'BB' from 'BB-'. The recovery rating on the notes is unchanged at '3' indicating its expectation of meaningful (50%-70%; rounded estimate 65%) recovery in default. S&P said, "The upgrade primarily reflects Lundin's planned early redemption of the company's US$550 million senior secured notes due 2020, which we estimate will lead to a material improvement in the company's prospective credit measures. We now expect Lundin will generate an adjusted debt-to-EBITDA ratio in the mid-1x area in 2017 and 2018 based on the reduction of its gross debt amid continuing strong copper, zinc, and nickel prices, which is below our previous trigger. In addition, we expect the planned redemption, which is a mandatory tender offer, to save Lundin more than US$40 million in annual interest and should help reduce the volatility of its ratios during future downturns. "The stable outlook reflects our expectation that Lundin to maintain credit measures we consider strong for the rating over the next two years. We expect the company to generate an adjusted debt-to-EBITDA ratio in the mid-1x area in 2017 and 2018. Our outlook also incorporates Lundin's high sensitivity to significant commodity price volatility. "A downgrade could result if, over the next 12 months, we believe Lundin will generate and sustain an adjusted debt-to-EBITDA ratio above 2x with no change in our view of its business risk assessment. In this scenario, we would expect a deterioration in base metals prices-notably copper, zinc, and nickel -- or protracted operating challenges that weaken the company's cost position. A downgrade could also result from a significant debt-financed acquisition without a corresponding increase in estimated earnings and cash flow. "While unlikely over the next 12 months, we could upgrade Lundin if we believe the company can generate and sustain an adjusted debt-to-EBITDA ratio of below 2x, with an improvement in our assessment of its business risk. In this scenario, we would expect the company to improve its diversification and relative cost position with low risk of significant increases to its net debt Position." MAC ACQUISITION: Wants to Obtain $5-Mil. Financing From Raven ------------------------------------------------------------- Mac Acquisition LLC and its affiliated debtors ask for permission from the U.S. Bankruptcy Court for the District of Delaware to obtain up to $5,000,000 in principal amount of postpetition financing from Raven Asset-Based Opportunity Fund III, LP, and use cash collateral. The Debtors will be guarantors under the DIP Agreement: (i) Mac Parent LLC; (ii) Mac Holding LLC; (iii) Mac Acquisition of New Jersey LLC; (iv) Mac Acquisition of Kansas LLC; (v) Mac Acquisition of Anne Arundel County LLC; (vi) Mac Acquisition of Frederick County LLC; (vii) Mac Acquisition of Baltimore County LLC; and (viii) Macaroni Grill Services LLC. These non-debtors will also be Guarantors under the DIP Agreement, in whole or in part: (i) RMG Development, LLC; (ii) Mac Acquisition IP LLC; (iii) Dean A. Riesen; (iv) Richard Monfort; (v) Monfort Family Limited Partnership I; (vi) RedRock Partners, LLC; (vii) Riesen & Company, LLC; and (viii) Barbara H. Riesen. Proceeds will be used to provide working capital and for general corporate purposes, subject to the Budget and the terms and conditions of the DIP Agreement and DIP court orders, including to (i) fund costs of the administration of the Chapter 11 cases; and (ii) fund the adequate protection payments contemplated under the DIP court orders. The loan will have an interest rate of a per annum rate equal to 12%. It will have a default rate of a per annum rate equal to 5.00% higher than the non-default rate. The maturity date under the DIP Agreement means the earliest of (i) 120 days after the Petition Date, (ii) the date that the DIP Loan will become due and payable in full, whether by acceleration or otherwise, or (iii) the effective date of a Chapter 11 plan. Commitment fee payable to DIP Agent, for the account of each DIP Lender, on the Closing Date will be in the amount of $263,160, which will be paid in kind and added to the principal amount of the DIP Facility on the Closing Date. Agent fee payable to the DIP Agent, as administrative agent under the DIP Agreement, on the Closing Date will be in cash in the amount of $10,000. First lien lender Bank of Colorado and each holder of subordinate liens and related rights are entitled to and are by the interim court order granted adequate protection of their respective interests in their respective collateral, including the prepetition collateral and cash collateral, in an amount equal to the aggregate diminution in value of their respective interests in collateral occurring on or after the Petition Date, including without limitation, any diminution resulting from the use by the Debtors of the cash collateral and any other Prepetition collateral and the imposition of the automatic stay pursuant to Section 362 of the U.S. Bankruptcy Code, as follows: (a) Adequate Protection Liens: continuing valid, binding, enforceable and perfected, liens and security interests in and on all of the DIP Collateral to the extent of the Adequate Protection Obligations. The Adequate Protection Liens granted by the interim court order will be silent, subordinated liens and the holders thereof will have no rights of enforcement against collateral other than the right to receive proceeds of collateral in the order of priority set forth in the interim court order. The Adequate Protection Liens will (a) be subordinate to: (1) the carve-out, (2) the prepetition first liens, (3) the prior liens, and (4) the DIP Liens. The Adequate Protection Liens of the First Lien Lender will be superior and prior to the Adequate Protection Liens of each holder of Subordinate Liens and related rights; (b) 507(b) Claims: an allowed super-priority administrative expense claim subject to proof against each Debtor and its respective estate to the extent that the adequate protection afforded in the interim court order for any Adequate Protection Obligations proves to be inadequate. The 507(b) Claims, if any, under the interim court order will be subordinate to the carve-out and the super- priority claim. Any 507(b) Claim of the First Lien Lender will be superior and prior to any 507(b) Claim of a holder of Subordinate Liens and related rights. Except as expressly permitted in the interim court order, no cost or expense of administration under any provision of the Bankruptcy Code will be senior to, equal to, or pari passu with, any 507(b) Claim granted by the interim court order. The 507(b) Claim will be payable from, and have recourse to, any and all property and assets of each Debtor, subject to the carve-out and super-priority claim, but not in any event to the proceeds of Avoidance Actions until entry of a final court order on the DIP Facility; and (c) Adequate Protection Payments: subject to the review procedures and limitations set forth in the DIP court orders, the Debtors will promptly pay on a current basis the First Lien Lender's reasonable out-of-pocket fees, costs and expenses of the First Lien Lender's attorneys in connection with (w) the negotiation and administration of the cash collateral use arrangement implemented by the interim court order, (x) the review and negotiation of any amendment, supplement, waiver or modification to the interim court order, the DIP documents and any documentation related thereto or thereto, (y) the monitoring of and involvement and participation in the cases or any successor cases and the consummation and administration of the transactions contemplated by the interim court order and the DIP Documents and (z) the preservation and protection of the First Lien Lender's rights under the interim court order or any documentation related thereto, in each case whether or not amounts are included in the budget or arose before or after the Petition Date, all without further notice, motion, fee application or order of the Court and whether the interest, fees, costs and expenses accrued prior to or after the Petition Date, subject in all respects to the terms of the DIP court order. In addition, so long as no default has occurred under the DIP Order and DIP Documents, the First Lien Lender will receive current payment of post-petition interest at the non-default rate of interest set forth in and otherwise subject to the terms and conditions of the First Lien Loan Documents. The DIP Agreement contains certain milestones, including (i) the filing of a Chapter 11 plan within five business days of the Petition Date, (ii) entry of the final DIP court order within 30 calendar days of the Petition Date, (iii) entry of a court order approving the disclosure statement within 60 calendar days of the Petition Date, (iv) entry of a court order confirming a Chapter 11 plan within 110 days of the Petition Date; and (v) the Chapter 11 plan shall be effective within 120 days of the Petition Date. The DIP Agreement also requires the Debtors to implement a bidding and sale process if the disclosure statement and plan are not approved or confirmed (as applicable) by the respective dates. The DIP Facility and the exit facility will be secured by substantially all of the assets of the Debtors, but that lien will be subordinate to any valid, unavoidable lien held by Bank of Colorado and certain other prior liens, all as set forth in the interim DIP court order. The Debtors are authorized to use cash collateral subject to and in accordance with the terms, conditions, and limitations set forth in the interim court order, the budget and the DIP Documents. Cash collateral includes, without limitation, all of the cash proceeds of the accounts receivable, inventory and other property constituting prepetition collateral in which any secured lender, including, without limitation, the DIP Agent, the DIP Lenders, the First Lien Lender or the holder of Subordinate Liens and related rights has an interest, whether interest existed as of the Petition Date or arises thereafter pursuant to the interim court order, any other order of the Court, applicable law or otherwise; provided, however, that cash collateral will not include the DIP Loans or proceeds of the DIP Facility. A copy of the Debtors' Motion is available at: http://bankrupt.com/misc/deb17-12224-13.pdf About Romano's Macaroni Grill Mac Acquisition LLC, et al. -- https://www.macaronigrill.com/ -- operate full-service casual dining restaurants under the trade name, "Romano's Macaroni Grill." As of Oct. 18, 2017, the company operates 93 company-owned restaurants located in 23 states, with a workforce of approximately 4,600 employees. Non-debtor affiliate RMG Development franchises an additional 23 restaurants in Florida, Hawaii, Illinois, Texas, Puerto Rico, Mexico, Bahrain, Egypt, Oman, the United Arab Emirates, Qatar, Germany, and Saudi Arabia. During 2016, the Debtors and RMG generated gross revenues through restaurant sales and franchisee payments of approximately $230 million. On Oct. 18, 2017, Mac Acquisition LLC, and eight affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12224). Mac Acquisition's estimated assets of $10 million to $50 million and debt at $50 million to $100 million. The Hon. Mary F. Walrath is the case judge. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as Delaware bankruptcy counsel; Gibson, Dunn & Crutcher LLP, as general bankruptcy counsel; Mackinac Partners, LLC, and financial advisor. Donlin, Recano & Company, Inc., is the claims agent, and maintains the Web site at https://www.donlinrecano.com/mg MANN REALTY: Hires NAI Commercial as Real Estate Broker ------------------------------------------------------- Mann Realty Associates, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ NAI Commercial Industrial Realty Company, as real estate broker to the Debtor. Mann Realty requires NAI Commercial to lease or sell the following Debtor's property, known as: a. 614 N. Front Street, Harrisburg, PA, Parcel Number 04-035- 001-000-0000; b. 4612 Fargreen Road, Harrisburg, PA, Parcel Number 62-009- 005-000-0000; c. 1125 S. 9 th Street, Harrisburg, PA, Parcel Number 1-049- 029-000-0000; d. 25 and 83 Hunterstown Road, Gettysburg, PA, Parcel Numbers 38G12-0112-000 and 38G12-0111A-000; e. Vacant Lot located at 2008 Idaville Road, York Springs, PA and 9509 Carlisle Pike, York Springs, PA, Parcel Numbers 22H03-0020-000 and 22I03-0001-000; f. Approximately 123 acres known as Beaufort Terrace and located on Blue Ridge Road, Susquehanna Township, PA, Parcel Number 62-009-081-000-0000; g. Blue Ridge Road, Harrisburg, PA, Parcel Numbers 62-009-172- 000-0000 and 62-009-001-000-0000; and h. T 611 Lisburn Road, Cumberland County, PA, Parcel Number 42-11-0274-027. NAI Commercial will be paid 6% of the total aggregate gross rental, and 7% of the purchase price of the properties. Gary Nalbandian, a member of NAI Commercial Industrial Realty Company, 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. NAI Commercial can be reached at: Gary Nalbandian NAI COMMERCIAL INDUSTRIAL REALTY COMPANY 1015 Mumma Road Wormleysburg, PA 17043 Tel: (717) 761-5070 Fax: (717) 975-9835 About Mann Realty Associates, Inc. Headquartered in Camp Hill, Pennsylvania, Mann Realty Associates, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 17-01334) on March 31, 2017, estimating its assets at between $10 million and $50 million and its debts at between $1 million and $10 million. The petition was signed by Robert M. Mumma, II, its president. Judge Robert N. Opel II presides over the case. Craig A. Diehl, Esq., at the Law Offices of Craig A. Diehl, serves as the Debtor's bankruptcy counsel. Mann Realty previously filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-00080) on Jan. 10, 2017. The petition was a "pro se" filing, or case filed without attorney. The Debtor is an affiliate of Kimbob, Inc., which sought bankruptcy protection on March 1, 2017, Case No. 17-00836. MAYACAMAS HOLDINGS: Trustee Hires Crowell & Moring as Counsel ------------------------------------------------------------- E. Lynn Schoenmann, the Chapter 11 Trustee of Mayacamas Holdings LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Crowell & Moring LLP, as counsel to the Trustee. The Trustee requires Crowell & Moring to: a. advise the Trustee with respect to her rights and obligations under the Bankruptcy Code; b. prepare schedules, applications, motions and other papers, to the extent necessary, in connection with the administration of the estate; c. represent the Trustee at hearings and proceedings; and d. perform all other legal services required by the Trustee in connection with the administration of the Debtor's estate. Crowell & Moring will be paid at these hourly rates: Attorneys $420-$1,255 Paralegals $190-$340 Crowell & Moring will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas F. Koegel, a partner of Crowell & Moring 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. Crowell & Moring can be reached at: Thomas F. Koegel, Esq. CROWELL & MORING LLP 3 Embarcadero Center, 26th Floor San Francisco, CA 94111 Tel: (415) 986-2800 Fax: (415) 986-2827 About Mayacamas Holdings LLC Mayacamas Holdings LLC owns a ranch located on a hilltop ridgeline above the town of Calistoga in Napa, California, known as Mayacamas Ranch. Mayacamas Ranch is Northern California's premier exclusive-use group retreat center for companies, non-profit groups, weddings, and families. Mayacamas and Profit Recovery Center LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case Nos. 17-30326 and 17-30327) on April 7, 2017. David H. Levy, its manager, signed the petitions. At the time of the filing, the Debtors estimated their assets and debts at $1 million to $10 million. Judge Dennis Montali presides over the cases. Rimon P.C. is the Debtors' bankruptcy counsel. Samuel R. Maizel and Andrea A. Wirum were appointed bankruptcy trustees for Mayacamas Holdings and PRC, respectively. Dentons US LLP represents Mr. Maizel as bankruptcy counsel. Ms. Wirum is represented by Rincon Law LLP. E. Lynn Schoenmann, the Chapter 11 Trustee of Mayacamas Holdings LLC, hired Crowell & Moring LLP, as counsel. MEDALLION MIDLAND: Fitch Assigns Initial BB- Issuer Default Rating ------------------------------------------------------------------ Fitch Ratings has assigned Medallion Midland Acquisition, LLC (Medallion) and its operating subsidiary Medallion Gathering & Processing, LLC (Medallion G&P) an initial Long-Term Issuer Default Rating (IDR) of 'BB-'. Fitch has also assigned a 'BB+/RR1' rating to Medallion Midland Acquisition, LLC's proposed $700 million senior secured term loan. On Oct. 2, 2017, the Energy & Minerals Group (EMG), 51% owner, and Laredo Petroleum, Inc. (Laredo), 49% owner, announced that they had entered into an agreement to sell Medallion G&P to Global Infrastructure Partners (GIP) for $1.825 billion. The transaction close and funding is expected to occur on or before Nov. 1, 2017 and includes $725 million of senior secured debt, inclusive of a $700 million seven-year senior secured term loan ('BB+/RR1') and a $25 million super senior secured revolving credit facility (credit facility is not rated by Fitch). Substantially all of the present and after-acquired assets of Medallion and Medallion G&P will secure the term loan (on a first priority basis, subject to customary permitted liens). Medallion will retain its name and operate as a GIP portfolio company headquartered in Irving, Texas. The Medallion G&P leadership team will remain in their current roles and are investing alongside GIP in this transaction. Medallion's ratings consider that Medallion's operations are supported by a diversified portfolio of 13 producers with fixed fee long term contracts and significant acreage dedication. Medallion's operations are connected to production at the pad level, making replication of Medallion's existing operations difficult and in Fitch's view making Medallion's asset critical infrastructure for the producer customers it serves. Additionally, the acreage dedication gives Medallion the right to gather and transport all crude produced on dedicated acres, providing growth upside should producers continue to develop their acreage. Medallion's system is largely complete and brand new limiting the need for external capital to support ongoing maintenance and growth spending which is expected to be roughly $150 million-$230 million in total through 2022. The ratings reflect Fitch's expectations for continued volume growth across Medallion's producer customer base within Medallion's dedicated acreage over the next several years, and that as a result of this growth, Medallion's Debt/EBITDA will rapidly improve from roughly 5.2x-5.75x at year end 2018 to 4.0x-4.2x and potentially below by the end of 2019. This rapid deleveraging will be achieved by both growth in production volumes across Medallion's system, as well as mandatory amortization and a cash sweep expected to be placed on the term loan. Fitch views Medallion's cash sweep and six-month debt service reserve account to be favorable. The 'BB+/RR1' rating for the proposed senior secured term loan reflects Fitch's expectation for outstanding recovery (91%-100%) for the secured term loan in the event of default. Concerns are focused on the possibility that volumes will not materialize in the amount projected, weighing on profitability and exacerbating what initially will be relatively high leverage. Medallion is also subject to competitive risks given the low barriers to entry into the gathering and processing space and significant competing midstream infrastructure nearby Medallion's operating territory. However, Fitch believes that Medallion's acreage dedications, wellhead connectivity, and connectivity to multiple takeaway pipelines and delivery hubs provide Medallion some competitive advantages in terms of being able to offer its customers optionality in terms of getting production to market. Additional concerns include Medallion's limited size and scale, and counterparty risk. Refinancing risk is a longer term concern, but liquidity is expected to be adequate and near term capital market needs limited. KEY RATING DRIVERS Limited Size & Scale: Medallion's size and scale is limited and generally consistent with a lower issuer default rating. However, Fitch believes this limited size and scale to be offset in part by its operational focus within the Midland region of the Permian basin, which is expected to continue to see significant production growth in the near to intermediate term. Fitch expects Midland region production from Medallion's customers to continue to grow in the near to intermediate term and that Medallion will be a beneficiary of this growth. However, given its single basin focus, Medallion would be subject to outsized event risk should there be some long-term disruption in Midland Basin area production. Favorable Production Fundamentals: Oil production from the Midland basin has been and is expected to continue to post significant growth. The Midland region has some of the lowest breakeven costs and highest producer IRRs in North America. Medallion's volumes have consistently grown since its inception even as oil prices have experienced significant declines/volatility. Medallion's 13 customers have dedicated roughly 687,000 acres to Medallion and are currently actively drilling within this dedicated acreage with 33 rigs currently running on Medallion dedicated acres. Management believes volume growth in 2018 to be largely locked in due to this current rig activity along with completion commitments and producer hedging programs providing some certainty in 2018 leverage and coverage estimates. Counterparty Risk: Medallion has a limited customer base of 13 customers with fixed fee contracts that provides for limited direct commodity price exposure for Medallion. These contracts vary in length, with a weighted average of just over seven years. The contracts are further supported by acreage dedications of roughly 687,000 acres and the contracts require that all crude oil production within these dedicated acres must flow on Medallion's system. The majority of volumes are expected to come from six producers. A significant percentage of volumes are expected to come from investment grade counterparties, which Fitch believes helps to limit some of the counterparty risks. Fitch notes that all of Medallion's producers have been ramping up production across their Permian footprint and are expected to continue to do so in the near to intermediate term (provided oil prices remain consistent with Fitch's base case expectation of $50 WTI for 2018, 2019 ramping to $55 long-term). Improving Metrics: Medallion is expected to be capitalized with a roughly 62% equity/38% debt capital structure at acquisition close, which will improve as the term loan is amortized. The debt funding is expected to come from the proposed $700 million senior secured term loan with a 1% amortization and a cash flow sweep. Fitch expects leverage to be modest at year end 2018 at between 5.2x to 5.75x with fixed charge coverage (incl. amortization) of well over 3.5x. Leverage should improve rapidly as volumes ramp across Medallion's system in combination with the amortization and cash flow sweep. Fitch expects 2019 leverage at roughly 4.0x. The term loan is expected to allow restricted payments of available cash subject to coverage and leverage tests. Fitch expects Medallion ultimately to manage to leverage at or below 4.0x. Competitive Risks: Medallion operates in and around a significant amount of existing infrastructure which could provide a significant amount of competition on new opportunities within the Midland basin. Offsetting some of the immediate competitive risks is the 687,000 acres dedicated by its producer counterparties to Medallion's operations. Any competitor wishing to take significant volumes from Medallion would need to undertake significant capital spending to capture potential volumes and connect to existing takeaway lines and market hubs in order to compete as contracts and acreage dedications expire. DERIVATION SUMMARY Medallion's size and scale of operations are limited, in line with similarly rated 'BB-' IDR BCP Raptor, though Fitch typically views single asset/basin focused midstream service providers credit profiles as generally being more consistent with a 'B' range issuer default rating. However, Medallion's focus on the prolific Midland Basin of West Texas, where Fitch expects significant volume growth, along with Medallion's fixed fee, long-term contracts with significant acreage dedications, relatively conservative capital structure, and Fitch's belief that Medallion's assets are critical infrastructure for its customers' growing production help to somewhat mitigate size and scale concerns. Additionally, Fitch's size and scale concerns with regard to midstream energy issuers tends to be focused on facilitating access to capital to meet funding needs, with larger entities being more able easily access capital markets. Medallion is not expected to need to access capital markets until term loan maturity at which point size and scale is expected to be significantly larger with EBITDA more consistent with other 'BB' rated midstream names. The size, scale and diversity considerations are the largest limiting factors in Medallion's IDR. Medallion's leverage metrics are initially slightly better than BCP Raptor, though both names are expected to de-lever rapidly as production from the Permian basin grows (Delaware gas production in BCP Raptor's case; Midland oil production in Medallion's case). Medallion's 2018 leverage at between 5.2x and 5.75x is better than with current leverage at higher rated, larger scale entities like Plains All American (BBB-/Negative; 2017 leverage expected at close to 6.0x) and better than lower rated NGL Energy Partners, LP (NGL; LT IDR: B/Negative); which was approximately 8.0x as of NGL's fiscal year end 2017 (March 31, 2017). Medallion's 2018 expected leverage is slightly worse than Fitch's expectations for NuStar Energy's (BB/Stable) 2018 expected leverage of 5.0x. NuStar however has much larger size, scale and asset diversity than Medallion. NuStar recently acquired similar assets to Medallion with its purchase of Navigator Energy Services, LLC which operates crude gathering, storage and transportation assets in the Midland Basin, Fitch viewed the acquisition as neutral to NuStar's ratings. Medallion is expected to be free cash flow (FCF) positive starting in 2018 through Fitch's rating horizon, which is somewhat unique relative to Fitch's other midstream energy coverage, which across most rating categories ('BBB' and 'BB'), tend to be FCF (after dividends/distribution) negative due in part to the preponderance of master limited partnerships within Fitch's midstream coverage. KEY ASSUMPTIONS Fitch's key assumptions within the agency's ratings case for the issuer include: -- Base case WTI oil price that trends up from $50/barrel in 2017 to a long-term price of $55.0/barrel; Rates charged to customers consistent with contracted rates, including rate escalators (approximately 1.5%/year rate escalation assumed). -- Volume growth through 2022; Volume growth consistent with Fitch expectations for Fitch rated issuers. No new acreage dedications or new producer customers assumed. SG&A and Operating expense increase at a 5.0%/year rate. -- Limited maintenance capital spending and growth capital spending for the forecast period. Growth spending consistent with management expectations of roughly $45 million to $50 million per year. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch does not expect positive ratings action at Medallion given the limited size and scale, operating and geographic diversity of the issuer. Should Medallion increase its size, scale, asset, geographic or business line diversity, with a focus on growing EBITDA above $250 million per year on a sustained basis while maintaining leverage at or below 4.5x on a sustained basis Fitch would consider a positive ratings action. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- An expected slowdown in volume growth across Medallion's system, as evidenced by a significant decline in rig count across Medallion's dedicated acreage or moderation in average daily volumes into Medallion's system could lead to a negative ratings action. -- Meaningful deterioration in counterparty credit quality or a significant event at a major counterparty that impairs expected volumes or cash flow into Medallion's system could lead to a negative ratings action. -- Leverage above 6.0x on a sustained basis. Fitch expects 2018 leverage to be between 5.2x and 5.75x dropping to 4.0x to 4.2x by year end 2019. -- If Medallion's revenue were to move away from its current significant majority being fee based, for instance if commodity price exposure were to increase above 25%, Fitch would likely take a negative ratings action. LIQUIDITY Adequate Liquidity, Free Cash Flow Positive: Medallion's liquidity is expected to be adequate. The company is expected to be FCF positive in the 1H2018 as volumes on its system ramp up. Capital needs are expected to be minimal as the system is largely built out and new, limiting the need for significant amounts of future growth maintenance spending. Medallion will have access to a $25 million super senior priority secured revolving credit facility which is effectively senior to its proposed term loan, but is not expected to be used. The revolver is expected to be a five year revolver. Maturities will be manageable with the term loan expected to have a seven-year maturity date. The term loan will require a six-month debt service coverage reserve, which will be funded at close as well as a cash flow sweep and mandatory amortization of 1% per annum. FULL LIST OF RATING ACTIONS Fitch has assigned the following first time ratings: Medallion Midland Acquisition, LLC -- Long-term Issuer Default Rating (IDR) 'BB-'; -- Senior secured term loan 'BB+/RR1'. Medallion Gathering & Processing, LLC -- Long-term IDR 'BB-'. MENA STEEL BUILDINGS: Plan Confirmation Hearing Set for Dec. 13 --------------------------------------------------------------- Judge Ben Barry of the U.S. Bankruptcy Court for the Western District of Arkansas conditionally approved Mena Steel Buildings, Inc.'s disclosure statement to accompany its proposed plan of reorganization. Nov. 22, 2017, is fixed as the last day for returning ballots accepting or rejecting the Plan, and the last day to object to the conditionally approved Disclosure Statement. Nov. 22, 2017, is fixed as the last day for filing and serving written objections to confirmation of the Plan. Dec. 13, 2017, is fixed as the date for the hearing on the confirmation of the Plan. The hearing will be held at 9:00 a.m. at the Federal Courthouse in Fort Smith, Arkansas. The Debtor must conspicuously disclose and correct the information sought by the U.S. Trustee in the packet of information being sent with the Plan and ballots. The Troubled Company Reporter previously reported that Class 3 under the plan consists of the general unsecured claims. The Debtor lists approximately $701,851.44 in assets with $188,638.02 in secured claims. In a total liquidation, the Debtor would have over $220,000 in unsecured debt which would not be paid in a chapter 7 context. These creditors will be paid 100% of their claim over 5 years. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/arwb2-17-70983-54.pdf About Mena Steel Buildings Mena Steel Buildings, Inc., an Arkansas corporation involved in the construction business, filed a Chapter 11 bankruptcy petition (Bankr. D. Ark. Case No. 17-70983) on April 19, 2017. The petition was signed by Bryan Hebert, president. The Debtor disclosed $1.10 million in assets and $915,328 in liabilities. The Hon. Ben T. Barry presides over the case. The Debtor is represented by Don Brady, Esq. in Fort Smith, Arkansas. MOBILESMITH INC: Jon Campbell Quits as Director ----------------------------------------------- Mr. Jon Campbell notified the Board of Directors of MobileSmith Inc. of his resignation from his positions with the Company, including as member of its Board, effective as of Oct. 31, 2017. The Board accepted Mr. Campbell's resignation and is currently evaluating candidates to replace him, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. About MobileSmith, Inc. Raleigh, North Carolina-based MobileSmith, Inc., was incorporated as Smart Online, Inc. in 1993 and changed its name to MobileSmith, Inc. effective July 1, 2013. The company develops and markets software products and services tailored to users of mobile devices. Its flagship product, MobileSmith(R) Platform is an app development platform that enables organizations to rapidly create, deploy and manage custom, native smartphone and tablet apps deliverable across iOS and Android mobile platforms. MobileSmith reported a net loss of $7.50 million on $1.86 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $7.71 million on $1.82 million of total revenue for the year ended Dec. 31, 2015. The Company's balance sheet at June 30, 2017, showed $1.64 million in total assets, $51.22 million in total liabilities and a total stockholders' deficit of $49.58 million. Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MOHDSAMEER ALJANEDI: Allowed to Use Cash Collateral Until Nov. 20 ----------------------------------------------------------------- Judge Mark S. Wallave of the U.S. Bankruptcy Court for the Central District of California authorized Mohdsameeer Aljandi Dental Corporation, d/b/a Beachside Dental Group to use cash collateral on an interim basis until Nov. 20, 2017 in order to pay its normal operating expenses. A final hearing on the Debtor's use of cash collateral is scheduled for Nov. 20, 2017 at 2:00 p.m. A full-text copy of the Interim Order, dated Oct. 19, 2017 is available at http://tinyurl.com/yb6aab6p About Mohdsameer Aljanedi Dental Beachside Dental Group is a multi-specialty dental company offering a wide range of dental services, including general and cosmetic dentistry, dental sedation, periodontics' gum specialist, orthodontics, endodontics, oral surgery, pedodontics, prosthodontics, and laser dentistry. The Company's gross revenue amounted to $1.65 million in 2016 and $1.50 million during the year prior that. Mohdsameer Aljanedi Dental Corporation, d/b/a Beachside Dental Group, previously sought bankruptcy protection (Bankr. C.D. Cal. Case No. 13-30138) on Aug. 9, 2013. Mohdsameer Aljanedi Dental again filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-14089) on Oct. 15, 2017. The petition was signed by Mohdsameer Aljanedi, president. At the time of filing, the Debtor disclosed $1.50 million in total assets and $3.78 million in liabilities. The case is assigned to Judge Mark S. Wallace. The Debtor is represented by Michael R. Totaro, Esq., at Totaro & Shanahan. MUNCIE COMMUNITY: S&P Retains BB Bonds Rating on Watch Negative --------------------------------------------------------------- S&P Global Ratings extended its CreditWatch on Muncie School Building Corp., Ind.'s first mortgage refunding bonds, issued for Muncie Community Schools (district), for 90 days. S&P extended CreditWatch with negative implications on the district's 'BB' underlying rating for a period of 90 days in anticipation of receiving material information regarding the school corporation's projected financial performance for fiscal 2018, the latter of which will hinge on ongoing contract negotiations and a success restructuring of the debt. S&P said, "Given that to date no meaningful progress toward restoring budgetary balance has been achieved, we extended the credit watch with negative implications. We believe the rating could face further negative pressure during the 90-day CreditWatch period. If management or the interim emergency manager fails to make meaningful progress in restoring the budgetary balance and cash flow weakens, we could lower the rating again. If management or the interim emergency manager successfully follow the deficit reduction plan, generate sufficient cash flow in the coming months to meet core priority payments, including debt service, we could remove the rating from CreditWatch. If developments transpire before the 90-day period that affect our assessment of the district's credit including the ability to meet core obligations, we will take the rating action we deem appropriate." NASRIN OIL: Taps Merrill P.A. as Legal Counsel ---------------------------------------------- Nasrin Oil Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Merrill P.A. to, among other things, give legal advice regarding its duties under the Bankruptcy Code and negotiate with creditors in the preparation of a bankruptcy plan. The firm will charge an hourly fee of $450 for the services of its attorneys. The hourly fee for paralegal services ranges from $120 to $145. Merrill will be paid a non-refundable retainer of $12,000, which already includes the filing fee. David Lloyd Merrill, Esq., disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor or its estate. The firm can be reached through: David Lloyd Merrill, Esq. Merrill P.A. Citizens Building 105 S. Narcissus Avenue, Suite 802 West Palm Beach, FL 33409 Phone: 561-877-1111 About Nasrin Oil Corp. Nasrin Oil Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-22086) on October 3, 2017. Mohammad K. Miah, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Erik P. Kimball presides over the case. NATIONAL EVENTS: Taps Westerman Ball as Legal Counsel ----------------------------------------------------- National Events of America, Inc. and New World Events Group, Inc. seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire legal counsel in connection with their Chapter 11 cases. The Debtors propose to employ Westerman Ball Ederer Miller Zucker & Sharfstein, LLP to, among other things, give legal advice regarding their duties under the Bankruptcy Code; assist in any potential sale of their assets; investigate alleged fraud and claims; and assist in the preparation of a plan of reorganization. The firm's hourly rates range from $450 to $625 for partners and of counsel, and from $225 to $425 for associates. Paraprofessionals charge $200 per hour. The attorneys and paralegal designated to handle the cases are: William Heuer Attorney $585 Thomas Draghi Attorney $600 Goldy Gluzman Attorney $275 Florence Jean-Joseph Paralegal $200 William Heuer, Esq., disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: William C. Heuer, Esq. Thomas A. Draghi, Esq. 1201 RXR Plaza Uniondale, NY 11556 Tel: (516) 622-9200 Email: wheuer@westermanllp.com Email: tdraghi@westermanllp.com About National Events Holdings National Events Holdings, LLC, et al., operate together a ticket broker and wholesale distributor of tickets for sporting and theatrical events that was formed in 2006. National Events Holdings provides ticketing services for all concert, theater and sporting event tickets, as well as various V.I.P. hospitality packages that deliver exclusive access to big name events, including hotels, celebrity meet and greets and exclusive parties. National Events Holdings and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 17-11556) on June 5, 2017. They are represented by Stephen B. Selbst, Esq., and Hanh V. Huynh, Esq., at Herrick, Feinstein LLP, in New York. Timothy Puopolo of RAS Management Advisors, LLC, is the chief restructuring officer. On June 28, 2017, National Events of America Inc. and New World Events Group Inc. filed Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 17-11798 and 17-11799). Alan D. Halperin, Esq., at Halperin Battaglia Benzija LLP, was appointed as examiner. The examiner hired Halperin Battaglia Benzija, LLP as his counsel. NAVISTAR INT'L: S&P Affirms 'B-' CCR Amid Debt Refinancing ---------------------------------------------------------- Illinois-based truckmaker Navistar International Corp. has announced plans to refinance its existing term loan and unsecured notes and has entered into negotiations with the holders of the majority of its recovery zone facility revenue bonds and the issuers of each of those series of bonds to amend various covenants in the bond agreements. S&P Global Ratings is thus affirming its 'B-' corporate credit rating on Navistar International Corp. The outlook remains stable. S&P said, "At the same time, we assigned our 'B+' issue-level rating and '1' recovery rating to the company's proposed senior secured term loan. The '1' recovery rating indicates our expectation for very high (90%-100%; rounded estimate: 95%) recovery of principal in the event of a payment default." S&P said, "Additionally, we raised our issue-level rating on the company's $135 million recovery zone facility revenue bonds due 2040 (issued by the Illinois Finance Authority) and $90 million recovery zone facility revenue bonds due 2040 (issued by the County of Cook, Illinois) to 'B+' from 'CCC+' and revised the recovery rating on the bonds to '1' from '5'. The '1' recovery rating indicates our expectation for very high (90%-100%; rounded estimate: 95%) recovery of principal in the event of a payment default. "These rating actions follow Navistar's announcement that it plans to refinance its existing term loan and unsecured notes, which we expect will be leverage neutral. We raised our issue-level rating and revised our recovery rating on the company's recovery zone facility revenue bonds to reflect its proposed amendment to the credit agreement, which would grant the bondholders a second-lien on certain collateral that secures the proposed term loan (compared with an unsecured position currently) and -- in our view -- improve their recovery prospects. "The stable outlook on Navistar reflects our expectation that the company's cost-reduction initiatives will continue to incrementally improve its profitability and that its strategic alliance with Volkswagen Truck & Bus will remain on track to deliver additional cost savings. However, given the company's sizable debt balance, we continue to expect that it will maintain leverage of about 10x following the proposed refinancing transaction. "We could raise our ratings on Navistar if the company continues to strengthen its core business such that we revise our assessment of its competitive position. In order to raise our ratings, the company would also need to meaningfully reduce its debt leverage toward 7x, maintain a funds from operations-to-debt ratio of at least 8%, and generate positive free cash flow on a sustained basis. "We could lower our ratings on Navistar if the company faces challenges that prevent it from maintaining its profitability, causing its credit measures to deteriorate or its liquidity to weaken. We could also lower our ratings if we come to believe that Navistar is dependent upon favorable business, financial, and economic conditions to meet its financial commitments, or if we view the company's financial obligations as unsustainable in the long term." NAVISTAR INTERNATIONAL: Commences Cash Tender Offer for 8.25% Notes ------------------------------------------------------------------- Navistar International Corporation has commenced of a cash tender offer for any and all of its outstanding 8.25% Senior Notes due 2021. The tender offer is being made pursuant to an Offer to Purchase and Consent Solicitation Statement and the accompanying Consent and Letter of Transmittal, each dated Oct. 20, 2017. The offer will expire at 11:59 p.m., New York City time, on Nov. 17, 2017, unless extended or earlier terminated. Holders who validly tender (and do not validly withdraw) their Notes on or prior to 5:00 p.m., New York City time, on Nov. 2, 2017, and whose Notes are accepted for payment, will receive total consideration equal to $1,003.80 per $1,000 principal amount of the Notes, together with accrued and unpaid interest on the Notes, if any, from the last interest payment date up to, but not including, the early settlement date. The Total Consideration includes an early tender premium of $30 per $1,000 principal amount of the Notes. Holders who tender Notes on or prior to 5:00 p.m., New York City time, on Nov. 2, 2017, may withdraw such tender at any time on or prior to the Withdrawal Time. Tenders of Notes may not be withdrawn after the Withdrawal Time, even with respect to Notes tendered after the Withdrawal Time, except in certain limited circumstances where additional withdrawal rights are required by law. Holders who validly tender (and do not validly withdraw) their Notes after the Early Tender Expiration, but on or prior to the Expiration Time, and whose Notes are accepted for payment, will receive the tender consideration equal to $973.80 per $1,000 principal amount of the Notes, together with accrued and unpaid interest on the Notes, if any, from the last interest payment date up to, but not including, the final settlement date. Holders of Notes who tender after the Early Tender Expiration will not receive the early tender premium. As part of the tender offer, the company is also soliciting consents from the holders of the Notes for certain proposed amendments that would, among other things, eliminate substantially all restrictive covenants contained in the indenture governing the Notes and reduce the minimum optional redemption notice period for the Notes from 30 days to 5 days. Adoption of the proposed amendments with respect to the Notes requires the consent of the holders of a majority of the outstanding principal amount of the Notes. Holders who tender their Notes will be deemed to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the tender offer. The tender offer and consent solicitation are subject to customary closing conditions, including, among other things, a financing condition and the receipt of the required consents to amend and supplement the indenture governing the Notes (as more fully described in the Offer Documentation). Provided that the conditions to the tender offer have been satisfied or waived, the company will pay for the Notes purchased in the tender offer, together with accrued and unpaid interest, on either the early settlement date or the final settlement date, as applicable. Holders of the Notes that have been validly tendered and accepted by the company prior to the Early Tender Expiration will receive the Total Consideration and will be paid on the early settlement date, which is expected to be promptly after satisfaction of the closing conditions and the Early Tender Expiration. Holders of the Notes that have been validly tendered and accepted by the company after the Early Tender Expiration, but prior to the Expiration Time, will receive only the Tender Consideration, and will be paid on the final settlement date, which is expected to be promptly after the Expiration Time. On the early settlement date, the company intends to issue a notice of redemption for all Notes that remain outstanding following the early settlement date. The redemption price for the Notes will be 100.000% of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest, if any, through the redemption date. The redemption date is expected to occur on or about Nov. 13, 2017. Neither this press release nor the Offer Documentation constitute a notice of redemption or an obligation to issue a notice of redemption. In connection with the Tender Offer and Consent Solicitation, as announced on Oct. 20, 2017, Navistar is seeking to refinance its $1.0 billion senior secured term loan credit facility, subject to market and other conditions. The company also intends to complete a capital markets debt offering of new notes such that the net proceeds from such offering, together with a portion of the net proceeds from the refinancing of its senior secured credit facility, are sufficient funds to pay the Total Consideration for all tendered Notes and delivered consents plus all related fees and expenses. The refinancing of the senior secured credit facility and the issuance of new notes are together referred to as the "Refinancing Transactions." The consummation of the Refinancing Transactions is not conditioned upon the completion of, or reaching any minimum threshold with respect to, the Tender Offer nor the receipt of the Requisite Consents. About Navistar Lisle, Illinois-based Navistar International Corporation (NYSE:NAV) -- http://www.navistar.com/-- is a holding company whose subsidiaries and affiliates produce International brand commercial and military trucks, proprietary diesel engines, and IC Bus brand school and commercial buses. An affiliate also provides truck and diesel engine service parts. Another affiliate offers financing services. Navistar reported a net loss attributable to the Company of $97 million on $8.11 billion of net sales and revenues for the year ended Oct. 31, 2016, compared with a net loss attributable to the Company of $184 million on $10.14 billion of net sales and revenues for the year ended Oct. 31, 2015. As of July 31, 2017, Navistar had $6.08 billion in total assets, $11 billion in total liabilities, and a total stockholders' deficit of $4.92 billion. * * * Navistar carries a 'B3' Corporate Family Rating (CFR) and stable outlook from Moody's. Moody's said in January 2017 that Navistar's ratings reflects the continuing challenges the company faces in re-establishing its competitive position and profitability in the North American medium and heavy truck markets. In March 2017, S&P Global Ratings said it raised its corporate credit ratings on Navistar to 'B-' from 'CCC+'. The outlook is stable. The upgrade follows Navistar's strategic alliance with Volkswagen Truck & Bus, which includes Volkswagen Truck & Bus' 16.6% equity stake in Navistar, definitive agreements for the two companies to collaborate on technology, and the formation of a procurement JV. In March 2017, Fitch Ratings upgraded the Issuer Default Ratings for Navistar one notch to 'B-' from 'CCC' and removed the ratings from Rating Watch Positive. The upgrade reflects improved prospects for NAV's financial performance due to its alliance with VW T&B. NET ELEMENT: Believes to Have Regained Compliance with NASDAQ Rules ------------------------------------------------------------------- Net Element, Inc. believes (i) it has evidenced compliance with The NASDAQ Stock Market's $1.00 bid price requirement insofar as the bid price for the Company's common stock has closed at or above $1.00 per share for more than 10 consecutive business days; and (ii) the Company has over $2.5 million in stockholders' equity as a result of its conversion of the Company's indebtedness in the amount of $374,253 into 67,312 restricted shares of common stock of the Company and the sales of equity to Cobblestone Capital Partners LLC pursuant to the Common Stock Purchase Agreement between the Company and Cobblestone Capital Partners LLC. On June 27, 2017, Net Element received notice from NASDAQ indicating that, because the closing bid price for the Company's common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complied with the minimum bid price requirement for continued listing on the Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(a)(2). On Aug. 18, 2017, the Company received notice from Nasdaq that the Company no longer complied with the minimum $2,500,000 stockholders' equity requirement for continued listing on the Nasdaq as set forth in Nasdaq Listing Rule 5550(b)(1), which would serve as an additional basis for delisting the Company's securities from the Nasdaq. In anticipation of this deficiency, the Company addressed its plan for demonstrating compliance with the stockholders' equity requirement at its hearing before the Nasdaq Hearings Panel, which was the basis for the decision of the Panel to grant the Company an exception through Oct. 20, 2017, to comply with the stockholders' equity and $1.00 bid price requirements. About Net Element North Miami, Florida-based Net Element, Inc. (NASDAQ:NETE) -- http://www.netelement.com/-- operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise in the US and selected emerging markets. In the U.S. it aims to grow transactional revenue by innovating SME productivity services such as its cloud based, restaurant and retail point-of-sale solution Aptito. Internationally, Net Element's strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions such as UAE, Kazakhstan, Kyrgyzstan and Azerbaijan where initiatives have been recently launched. Net Element was named in 2016 by South Florida Business Journal as one of the fastest growing technology companies. Net Element reported a net loss of $13.61 million on $54.28 million of total revenues for the 12 months ended Dec. 31, 2016, compared to a net loss of $13.32 million on $40.23 million of total revenues for the 12 months ended Dec. 31, 2015. As of June 30, 2017, Net Element had $21.97 million in total assets, $19.99 million in total liabilities and $1.97 million in total stockholders' equity. Daszkal Bolton LLP's report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, contains an explanatory paragraph expressing substantial doubt as to the Company's ability to continue as a going concern. The independent auditors stated that the Company's recurring losses from operations and working capital and accumulated deficits raise substantial doubt about its ability to continue as a going concern. NET ELEMENT: Has 2.4M Outstanding Common Shares as of Oct. 20 ------------------------------------------------------------- On Sept. 29, 2017, Net Element, Inc., filed a Current Report on Form 8-K reporting the sales through Sept. 29, 2017, of shares of its common stock to Cobblestone Capital Partners LLC in transactions that were not registered under the Securities Act of 1933, as amended. After the filing date of the September 8-K through Oct. 20, 2017, the Company has sold an aggregate of an additional 195,789 shares of common stock to Cobblestone in multiple transactions, with the sale on Oct. 16, 2017 resulting in greater than 5% of the Company's outstanding common stock sold in unregistered transactions since the filing date of the September 8-K. The Company received total consideration of $1,105,000 for those shares of common stock. The Shares were sold to Cobblestone under an exemption from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act and pursuant to the Common Stock Purchase Agreement with Cobblestone. Reflecting the issuance of the Shares, as of Oct. 20, 2017, the Company had 2,397,825 shares of common stock outstanding. About Net Element North Miami, Florida-based Net Element, Inc. (NASDAQ:NETE) -- http://www.netelement.com/-- operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise in the US and selected emerging markets. In the U.S. it aims to grow transactional revenue by innovating SME productivity services such as its cloud based, restaurant and retail point-of-sale solution Aptito. Internationally, Net Element's strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions such as UAE, Kazakhstan, Kyrgyzstan and Azerbaijan where initiatives have been recently launched. Net Element was named in 2016 by South Florida Business Journal as one of the fastest growing technology companies. Net Element reported a net loss of $13.61 million on $54.28 million of total revenues for the 12 months ended Dec. 31, 2016, compared to a net loss of $13.32 million on $40.23 million of total revenues for the 12 months ended Dec. 31, 2015. As of June 30, 2017, Net Element had $21.97 million in total assets, $19.99 million in total liabilities and $1.97 million in total stockholders' equity. Daszkal Bolton LLP's report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, contains an explanatory paragraph expressing substantial doubt as to the Company's ability to continue as a going concern. The independentauditors stated that the Company's recurring losses from operations and working capital and accumulated deficits raise substantial doubt about its ability to continue as a going concern. NEW HOPE: Unsecured Creditors to Get 77% Over 90 Months Period -------------------------------------------------------------- New Hope Behavioral Health Center, Inc., files with the U.S. Bankruptcy Court for the District of Arizona a Disclosure Statement providing adequate information about the Debtor and the Plan of Reorganization dated October 11, 2017. The Allowed Class 6 unsecured claims total $266,604.47. Under the Plan, New Hope will pay the Class 6 Claims by making monthly payments over a period of 90 months in the total amount of approximately $205,695. New Hope estimates that Class 6 Claimants will receive payment of around 77% of their claims. Class 6 is impaired. The Plan will be funded by the Debtor's post-confirmation net operating income and a new value contribution from existing or new Equity Holders. The amount of new value contributed to fund the Plan will be $5,000, subject to higher and better offers. A full-text copy of the g Plan of Reorganization dated October 11, 2017 is available at: http://bankrupt.com/misc/azb13-14261-232-P.pdf Attorneys for the Debtor: Pernell W. McGuire, Esq. M. Preston Gardner, Esq. DAVIS MILES MCGUIRE GARDNER, PLLC 40 E. Rio Salado Pkwy., Suite 425 Tempe, AZ 85281 Telephone: (480) 733-6800 Fax: (480) 733-3748 Email: efile.dockets@davismiles.com About New Hope New Hope Behavioral Health Center, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 13-14261) on Aug. 19, 2013, estimating its assets at up to $50,000 and its liabilities at between $500,001 and $1 million. James M. McGuire, Esq., at Davis Miles McGuire Gardner, PLLC, serves as the Debtor's bankruptcy counsel. The Petition was signed by David R. Campbell, LISAC, president/director. NEWSTAR FINANCIAL: Fitch Puts 'B' IDR on Rating Watch Evolving -------------------------------------------------------------- Fitch Ratings has placed NewStar Financial, Inc.'s (NewStar) Long-Term and Short-Term Issuer Default Ratings (IDRs) of 'BB-' and 'B', respectively, on Rating Watch Evolving. This action follows the Oct. 17, 2017 announcement that First Eagle Investment Management (First Eagle) has entered into a definitive agreement to acquire NewStar for total consideration estimated at $12.32 to $12.44 per share. NewStar's unsecured debt rating of 'BB-' and subordinated debt rating of 'B/RR6' have also been placed on Rating Watch Evolving. As part of the transaction, NewStar will sell approximately $2.4 billion of middle market loans and other credit investments on its balance sheet to a fund sponsored by GSO Capital Partners, which is owned by The Blackstone Group L.P. (A+/F1). The transaction is expected to close in late 2017 or early 2018, subject to a 30 day "Go Shop" period during which NewStar will actively solicit alternative offers. KEY RATING DRIVERS IDRS, SENIOR AND SUBORDINATED DEBT The Rating Watch Evolving reflects uncertainty as to the ultimate credit profile of NewStar, as First Eagle is a privately-owned investment firm that is not currently rated by Fitch and the fact that the transaction also includes a "Go Shop" period during which another party could make an offer for NewStar. Fitch expects that all rated debt would be repaid in full at-or-before the close of the transaction, as a result of change of control provisions within existing debt documents. Therefore, the debt is expected to be marked as paid-in-full and those withdrawn at the time of a transaction close. Based in New York, First Eagle is an independent, privately-owned investment firm with $116 billion in assets under management (AUM) as of Sept. 30, 2017. First Eagle plans to fund the merger with cash from its balance sheet, the assumption of a modest amount of existing debt related to the assets being purchased, and NewStar cash. Following the completion of the transaction, First Eagle plans to offer NewStar's middle-market and broadly-syndicated, liquid credit strategies to institutional and retail investors. In a related transaction, NewStar has entered into a definitive agreement to sell its balance sheet portfolio of investment assets, including approximately $2.4 billion of middle-market loans and other credit investments to a newly formed investment fund sponsored by GSO. GSO has obtained a commitment for a new $1.85 billion asset-backed revolving credit facility as well as $950 million of equity commitments from investors for the new fund sponsored by GSO. At closing, NewStar will enter into a servicing agreement with GSO, under which NewStar's current investment team will continue to service the portfolio of assets sold to the new investment fund. NewStar's current ratings reflect the company's established business as a direct middle-market lender, its well diversified portfolio of senior secured loans, demonstrated performance track record in middle-market credit, a modest but growing asset management platform, and experienced management team. NewStar's ratings have been constrained by its higher leverage relative to peers, reliance on secured wholesale funding, a weak but improving earnings profile, inconsistent strategic direction over time, and execution risk associated with its planned business strategy. These constraints are set against a backdrop of a highly competitive middle market underwriting environment, which could pressure asset quality and earnings performance in coming years. The alignment of the senior unsecured debt rating with NewStar's Long-Term IDR reflects Fitch's expectations for average recovery prospects in a stressed scenario. The rating of the subordinated debt at 'B/RR6' is two-notches below NewStar's Long-Term IDR, reflecting Fitch's assessment of the instrument's respective non-performance and relative loss severity risk profile. The two-notches represent incremental risk relative to the IDR, which is a function of increased loss severity due to subordination and heightened risk of non-performance relative to other (e.g. senior) obligations. RATING SENSITIVITIES IDRS, SENIOR AND SUBORDINATED DEBT Ratings could be upgraded if Fitch determines that the credit risk profile of First Eagle, or any other acquirer of NewStar, is higher than 'BB-'. Ratings could be downgraded if Fitch determines that the credit risk profile of First Eagle, or any other acquirer of NewStar, is lower than 'BB-'. Should Fitch be unable to form a credit view of First Eagle, or any other acquirer of NewStar before closing, the agency would expect to withdraw NewStar's IDRs ratings at their current level. If the transaction were not to close, Fitch would reassess NewStar's ratings in the context of its standalone operational, credit, and financial profiles. Fitch believes a termination of the acquisition transaction could cause management distraction, increase strategic uncertainty and pressure staff retention. As such, Fitch would likely view such an event negatively, contributing to at least a Negative Rating Outlook until more clarity was present. The ratings of the senior unsecured debt and subordinated debt are sensitive to changes in NewStar's IDR. The ratings of the senior unsecured debt are also sensitive to the level of unencumbered balance sheet assets available for unsecured creditors. A decline in the level of unencumbered asset coverage combined with a material increase in secured debt could result in the notching between the IDR and the senior unsecured debt. Founded in 2004 and based in Boston, MA, NewStar is a specialty commercial finance company with a focus on direct lending to U.S. middle-market companies. Through its asset management platform, NewStar also offers a range of investment products employing credit-oriented strategies focused on middle-market loans and liquid, tradeable credit. As of June 30, 2017, NewStar had managed assets of $6.5 billion, including $3.1 billion of loans and credit investments on balance sheet. The company's stock is traded on the NASDAQ under the ticker 'NEWS'. Fitch has placed the following ratings on Rating Watch Evolving: NewStar Financial, Inc. -- Long-Term IDR 'BB-'; -- Short-Term IDR 'B'; -- Senior unsecured debt 'BB-'; -- Subordinated debt 'B/RR6'. NEWSTAR FINANCIAL: S&P Puts 'BB-' CCR on CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings said it placed its ratings on NewStar Financial Inc., including its 'BB-' issuer credit rating, on CreditWatch with positive implications. Rationale The CreditWatch placement follows the announcement that First Eagle Investment Management (BB+/Stable/--) will buy NewStar Financial for $11.44 per share in cash plus contingent value rights estimated at $0.88 to $1.00 per share. In the proposed transaction, NewStar would concurrently sell an approximately $2.4 billion portfolio of assets to a newly formed investment fund managed by GSO Capital Partners L.P. CreditWatch The CreditWatch positive reflects the announced agreement for NewStar to be acquired by a higher rated entity, First Eagle, and expected payoff of its senior unsecured and subordinated notes. S&P will likely resolve the CreditWatch listing following the go-shop period and the close of a transaction, and upon receiving additional information regarding the eventual acquirer's intentions to operate NewStar following the proposed acquisition. Ratings List Ratings Affirmed; CreditWatch/Outlook Action To From NewStar Financial, Inc. Issuer Credit Rating BB-/Watch Pos/-- BB-/Negative/-- NewStar Financial, Inc. Senior Unsecured BB-/Watch Pos BB- NORTHERN OIL: 19% Shareholders Mull Possible Exchange Transaction ----------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock of Northern Oil and Gas, Inc. as of Oct. 20, 2017: Shares Percentage Beneficially of Reporting Person Owned Shares ---------------- ------------ ---------- TRT Holdings, Inc. 7,169,741 11.23% Cresta Investments, LLC 3,947,921 6.19% Cresta Greenwood, LLC 1,344,223 2.11% Robert B. Rowling 12,461,885 19.52% The percentages are based on 63,822,028 shares of Common Stock issued and outstanding as of Aug. 1, 2017, as set forth in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on Aug. 9, 2017. "The Reporting Persons have discussed, and expect to continue to discuss, their investment in the Common Stock and Issuer's 8.00% senior notes due June 1, 2020 ... with other holders of such Notes ... the Issuer and its representatives, other stockholders of the Issuer, and other stakeholders, together and separately. Such discussions may involve, but are not limited to, (i) proposals to exchange the Notes for Common Stock or other equity or debt securities, notes or instruments of the Issuer, (ii) the Issuer's capitalization and debt structure, generally, including the Issuer's credit facility and the potential replacement thereof or amendments thereto, (iii) proposals to revise the terms of the Notes or (iv) a financial restructuring, reorganization or other extraordinary corporate transaction." A full-text copy of the regulatory filing is available at: https://is.gd/Ze6OJl About Northern Oil Minnetonka, Minnesota-based Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. Northern Oil reported a net loss of $293.5 million on $144.9 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $975.4 million on $275.05 million of total revenues in 2015. As of June 30, 2017, Northern Oil had $481.3 million in total assets, $936.8 million in total liabilities, and a total stockholders' deficit of $455.5 million. * * * In March 2017, Moody's Investors Service affirmed Northern Oil and Gas' 'Caa2' Corporate Family Rating (CFR), the 'Caa2-PD' Probability of Default Rating (PDR), the 'Caa3' senior unsecured notes rating, and the SGL-4 Speculative Grade Liquidity (SGL) rating. The ratings outlook is negative. "The affirmation reflects Moody's expectations that Northern Oil & Gas will continue to have elevated leverage as it increases capital spending in 2017 to keep production volumes flat," commented James Wilkins, Moody's Vice President-Senior Analyst. "The negative outlook reflects the likelihood that the company's earnings will not recover sufficiently to meet its financial covenants in the second quarter 2018." In August 2017, S&P Global Ratings lowered its corporate credit rating on Northern Oil and Gas to 'CCC-' from 'CCC'. The outlook is negative. "The downgrade reflects our view of an increased likelihood the company could engage in a debt exchange or restructuring we would view as distressed within the next six months, whereby holders of the company's unsecured debt would receive substantially less than par value," S&P said. OAK PARENT: Moody's Lowers CFR to B2 Amid Weak Performance ---------------------------------------------------------- Moody's Investors Service downgraded Oak Parent, Inc.'s Corporate Family Rating ("CFR") to B2 from B1 and ratings on its senior secured credit facilities to B2 from B1. The company's Probability of Default Rating ("PDR") was affirmed at B2-PD. The outlook is stable. Oak Parent, Inc. is an indirect parent company of Augusta Sportswear Holdings, Inc. The downgrade reflects Augusta's weaker-than-expected operating performance, including declining revenue, EBITDA and free cash flow during the first half of 2017, which stem primarily from execution issues around the implementation of new selling strategies, along with manufacturing and working capital inefficiencies. As a result, lease-adjusted debt/EBITDA is high; remaining well above Moody's previous expectations and its stated downgrade trigger of 5.0 times. Augusta has implemented corrective actions and cost savings measures that should begin to reverse these declining trends over the next 12 months. However, Moody's expects that leverage will likely remain at elevated levels for a sustained period. The affirmation of the B2-PD PDR reflects Moody's revised assumption for an average (50%) family recovery rate as per Moody's Loss Given Default methodology. Moody's took the following rating actions: Issuer: Oak Parent, Inc. Downgrades: -- Corporate Family Rating, downgraded to B2 from B1 -- Senior Secured Bank Credit Facilities, downgraded to B2(LGD4) from B1(LGD3) Affirmations: -- Probability of Default Rating, Affirmed B2-PD Outlook Actions: -- Outlook, Remains Stable RATINGS RATIONALE Augusta's B2 Corporate Family Rating reflects high financial leverage, narrow business focus and limited revenue scale in the global apparel industry. Using Moody's standard analytical adjustments, lease-adjusted debt/EBITDA for the twelve month period ended June 2017 was approximately 5.3 times with interest coverage (EBITA/interest expense) of around 2.4 times. The rating also reflects the company's defensible market position in the wholesale team uniform, school-related sportswear and dancewear markets that, when combined with high barriers to entry, typically drive strong operating margins and cash flow generation. The ratings also consider the limited level of fashion risk in the company's products, product breadth and demand stability from the ultimate end users, all of which typically drive revenue stability. Augusta's liquidity profile is good. Positive annual free cash flow generation and ample availability under its $40 million revolver should be more than sufficient to cover working capital and capital expenditure needs over the next 12-18 months. The credit facilities contain a springing maximum leverage test that becomes effective if excess revolver availability falls below 65% of the total commitment. Moody's does not expect the springing covenant to be tested over the near term. The stable ratings outlook reflects Moody's expectation that Augusta's operating performance and metrics will modestly improve over the next 12-18 months as it implements corrective actions, and the company will maintain good liquidity. The ratings could be downgraded if the company's revenue and earnings sustainably decline, if its currently good liquidity profile were to erode, or if financial policies become more aggressive. Quantitative metrics include lease-adjusted debt/EBITDA rising above 6.0 times or EBITA/interest expense falling below 1.75 times. Ratings could be upgraded if the company demonstrates sustainable improvement in revenue and earnings trends while utilizing free cash flow to reduce debt. Quantitatively, ratings could be upgraded if debt/EBITDA was sustained below 5.0 times and EBITA/interest expense above 2.75 times while maintaining a good overall liquidity profile. Based in Augusta, Georgia, Augusta Sportswear Group is a manufacturer and distributor of athletic apparel, active wear, team uniforms and dance wear serving customers principally in the United States. Revenue for the latest twelve months ended June 2016 was under $500 million. The principal methodology used in these ratings was Global Apparel Companies published in May 2013. OCEAN RIG: Petitions to Wind Up Scheme Companies Withdrawn ---------------------------------------------------------- Ocean Rig UDW Inc., an international contractor of offshore deepwater drilling services, on Oct. 18 disclosed that pursuant to an order of the Grand Court of the Cayman Islands Simon Appell of AlixPartners Services UK LLP and Eleanor Fisher of Kalo (Cayman) Ltd. (formerly AlixPartners (Cayman) Limited) have been discharged as joint provisional liquidators of the Company and its subsidiaries, Drill Rigs Holdings Inc. ("DRH"), Drillships Financing Holding Inc. ("DFH"), and Drillships Ocean Ventures Inc., ("DOV," and together with UDW, DRH and DFH, the "Scheme Companies"). Accordingly, the petitions to wind up the Scheme Companies have been withdrawn. As previously announced by the Company, the schemes of arrangement proposed by the Scheme Companies (the "Schemes") became fully effective on September 22, 2017. As a result of the Schemes, the Ocean Rig Group has been substantially deleveraged through an exchange of approximately $3.7 billion principal amount of debt for (i) new equity of the Company, (ii) approximately $288 million of cash, and (iii) $450 million of new secured debt. About Ocean Rig Nicosia, Cyprus-based Ocean Rig UDW Inc. (NASDAQ: ORIG) -- http://www.ocean-rig.com/-- is an international offshore drilling contractor providing oilfield services for offshore oil and gas exploration, development and production drilling, and specializing in the ultra-deepwater and harsh-environment segment of the offshore drilling industry. On March 24, 2017, Ocean Rig UDW Inc., et al., filed winding up petitions with the Cayman Court and issued summonses for the appointment of joint provisional liquidators for the purpose of the Restructuring. By orders of the Cayman Court dated March 27, 2017, Simon Appell and Eleanor Fisher were appointed as the JPLs and duly authorized foreign representatives, and the Cayman Provisional Liquidation Proceedings were commenced. Simon Appell and Eleanor Fisher of AlixPartners, LLP, in their capacities, as the joint provisional liquidators and authorized foreign representatives, filed for Chapter 15 protection for Ocean Rig and its affiliates (Bankr. S.D.N.Y. Lead Case No. 17-10736) on March 27, 2017, to seek recognition of the Cayman proceedings. The JPLs' U.S. counsel are Evan C. Hollander, Esq., and Raniero D'Aversa Jr., Esq., at Orrick, Herrington & Sutcliffe LLP, in New York. * * * On Sept. 15, 2017, the Grand Court of the Cayman Islands sanctioned the schemes of arrangements of the Company and its subsidiaries, Drill Rigs Holdings Inc. ("DRH"), Drillships Financing Holding Inc. ("DFH"), and Drillships Ocean Ventures Inc., ("DOV," and together with UDW, DRH and DFH, the "Scheme Companies"). The terms of the restructuring have therefore been approved by the Cayman Court. OMNI LION'S RUN: Asks for Court's Nod to Use Cash Collateral ------------------------------------------------------------ Omni Lion's Run L.P. and Omni Lookout Ridge, L.P., seek permission from the U.S. Bankruptcy Court for the Western District of Texas to use, sell, or lease cash collateral in the ordinary course. Debtor is indebted to LB-UBS 2007-C2 Lookout Ridge Blvd LLC, which may claim an interest in cash collateral. The Debtor reserves the right to contest any interest. The Debtor uses cash collateral, namely rents from the business, on a daily basis in the ordinary course of its business. The lender had consented in part to the use of cash collateral until Oct. 1, 2017, when it abruptly revoked its consent. The Debtor says that until a plan of reorganization is confirmed in this case, it must obtain approval for the use of its proceeds. According to the Debtor, it is critical for it to have access to its cash and other business property to continue to operate in the ordinary course of business and to pay normal operating expenses. Without the immediate ability to use the cash collateral for an interim period, the Debtor's ability to operate its business will be severely impaired. The Debtor will have to close its business, which would have a severe negative impact upon the Debtor's going concern value and ability to successfully create value for all creditors and preserve the jobs of its employees. The Debtor's business, as a going concern, has a value far in excess of any value that might be obtained in a Chapter 7 liquidation. A complete shutdown of the Debtor's business, even for a short period, would result in the loss of employees and renters, and eventually the unsecured creditors would have no hope of receiving any distribution from this case after the liquidation of all of the assets. Accordingly, it is imperative that a preliminary hearing be set immediately, the Debtor says. The Debtor seeks to grant each lien holder a postpetition security interest in the Debtor's rents to the same extent, priority and validity as their prepetition liens as adequate protection. In no instance will the postpetition security interests sought herein be used to enhance or improve the position of any lien holder. A copy of the Debtor's motion is available at: http://bankrupt.com/misc/txwb17-60329-141.pdf About Omni Lion's Run Omni Lion's Run, L.P., owns and operates a business known as Lookout Ridge Apartments, an apartment complex, located at 201 Lookout Ridge Blvd, Harker Heights, Bell County, TX. Omni Lion's Run, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-60329) on May 2, 2017, estimating assets and liabilities of less than $50,000. Affiliate Omni Lookout Ridge L.P. commenced its Chapter 11 case (Bankr. W.D. Tex. Case No. 17-60447) on June 6, 2017. The cases are jointly administered under Case No. 17-60329. Judge Ronald B. King presides over the cases. Hajjar Peters LLP serves as counsel to the Debtors. OMNI LION'S RUN: To Pay Unsecureds in Full with Interest for 3 Yrs ------------------------------------------------------------------ Omni Lion's Run L.P. and Omni Lookout Ridge, L.P. filed with the U.S. Bankruptcy Court for the Western District of Texas their second amended disclosure statement for their second amended joint plan of reorganization, dated Oct. 13, 2017. In general, the Debtors' Plan proposes to pay all Allowed Claims of creditors in full in cash in installments. Such payments to creditors will be made over time from operations and from additional contributions from the Debtors' owner, or upon sale of the Apartment Complexes. Their primary means for paying creditors involve: (i) increasing income by leasing the remaining vacant spaces in the Apartment Complex to create additional sources of revenue; (ii) decreasing expenses by improving operations; (iii) receiving cash infusions from Guarantor; and (iv) marketing the Apartment Complex for sale. To increase the confidence of creditors with respect to the feasibility of Debtor's proposed Plan, Guarantor will commit to contribute additional funds to the extent any shortfall exists in funds from the Debtors' operations to pay all creditors as provided for in the Plan. Unsecured creditors will be paid the full principal amount of their claims with interest over a three-year period commencing on the Effective date of the Plan. However, the Reorganized Debtors will also make efforts to sell or refinance the Apartment Complex and pay off all creditors as provided for in the Plan -- which if successful will result in payment to creditors quicker than three years. After the Plan confirmation, the Reorganized Debtors will continue to own the Apartment Complexes, and will retain the right to sell the Apartment Complexes and will pay all creditors as provided under the Plan. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txwb17-60329-138.pdf About Omni Lion's Run Omni Lion's Run, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-60329) on May 2, 2017. Drew G. Hall, its manager, signed the petition. Judge Ronald B. King presides over the case. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. Omni Lookout Ridge L.P. commenced its Chapter 11 case. (Bankr. W.D. Tex. Case No. 17-60447) on June 6, 2017. Hajjar Peters LLP serves as counsel to the Debtors. ONE STATE STREET: Seeks to Align Exclusivity With Affiliates ------------------------------------------------------------ One State Street Associates, L.P., Island View Crossing II, L.P., Calnshire Estates, LLC and Steeple Run, L.P. ask the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to extend the period during which each Debtor has the exclusive right to file a plan of reorganization, from the current expiration date to December 27, 2017, as well as the period during which the Debtor has the exclusive right to solicit acceptances of such plan, from the current expiration date to February 25, 2018. This is the Debtors' first request for an extension of the exclusive periods, which represents a proposed extension of each period for 60 to 69 additional days. Specifically, State Street seeks a 69 day extension of its exclusivity periods to align with the exclusivity periods sought by Island View, Calnshire and Steeple Run which have sought 60-day extensions. On August 4, 2017, Prudential Savings Bank filed its Motion seeking conversion of these Chapter 11 Bankruptcy Cases to Chapter 7 or, in the alternative, appointment of a Chapter 11 Trustee in each of the Debtors' four related Bankruptcy Cases. On August 24, 2017, Island View filed its Motion seeking authority to obtain post-petition financing. Recognizing the overlap of issues and facts between the Conversion Motions and the DIP Financing Motion, the Debtors and Prudential entered into a Stipulated Order setting discovery, pre-hearing and hearing scheduled for the Conversion Motions and for the Debtors' Post-Petition Financing Motion which, inter alia, established a consolidated hearing on both motions which was approved by this Court on August 24. By agreement of the parties, and thereafter by Order dated September 19, 2017, the consolidated hearings on the Conversion Motions and the DIP Financing Motion were continued to October 16, 2017 and October 19, 2017. While the Debtors would prefer to conclude their chapter 11 cases expeditiously, the Debtors submit that they are still in the early stage of their cases. The Debtors believe that the extension of the exclusive periods is warranted and appropriate considering that the final resolution of the Conversion Motions and the DIP Financing Motion will have a material effect on their ability and/or options to reorganize its affairs. Against the backdrop of this uncertainty, the Debtors assert that it would be premature, as well as a waste of time, effort and resources, including judicial resources, to require them to file a plan by October 19, 2107 to maintain its right to exclusivity. In addition, the Debtors believe that the requested extension of exclusivity periods will afford Island View with the time required to finalize and close on its DIP financing which in turn will allow all of the Debtors to move forward with a plan that provides for the maximum return to their creditors. About One State Street Associates and Affiliates Island View, Calnshire Estates, and Steeple Run, are affiliates of One State Street Associates which filed a voluntary petition on June 21, 2017 (Bankr. E.D. Pa. Case No. 17-14291). The Debtors are managed by Renato J. Gualtieri, a real estate developer based in Langhorne, PA. Island View Crossing II, L.P., Calnshire Estates, LLC, and Steeple Run, LP filed their respective Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 17-14454, 17-14457 and 17-14458, respectively), on June 30, 2017. The Debtors' individual cases have not been ordered to be jointly administered or consolidated and thus, each Debtor has its own separate bankruptcy estate. The Hon. Eric L. Frank presides over these cases. The petitions were signed by Renato J. Gualtieri, president of corporate general partner. The Debtors are represented by David B. Smith, Esq. at Smith Kane Holman, LLC. At the time of the filing, the Debtors estimated their assets and debts at $1 million to $10 million, except for Calnshire Estates, which estimated its assets to be between $10 million to $50 million. OPUS MANAGEMENT: Court Approves First Amended Disclosures --------------------------------------------------------- Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern District of Mississippi approved Opus Management Group Jackson LLC, et al.'s first amended disclosure statement to accompany their first amended chapter 11 plan of reorganization. Nov. 6, 2017, at 5:00 p.m. (prevailing Central Time) is fixed as the last day for the submission of ballots of acceptance or rejection of the Plan. Nov. 6, 2017, is fixed as the last day for filing written objections to confirmation of the Plan. A hearing on confirmation of the Plan will be held on Dec. 5, 2017, beginning at 10:00 a.m. (prevailing Central Time), before Judge Neil P. Olack, in the United States Courthouse for the Southern District of Mississippi, 501 East Court Street, Courtroom 4C, Jackson, Mississippi. The first amended plan is a plan of reorganization and is to be implemented and executed utilizing: (i) remaining Cash from the Debtor's operating account generated from the Debtor's operations; (ii) remaining Cash from Sale Proceeds pursuant to the Sale Order; (iii) proceeds from the sale or liquidation of other de minimis assets of the Debtor; (iv) payments to the Disbursing Agent made by Rx Pro of Mississippi, Inc. and Estonna Management LLC in the amount of $18,500 each pursuant to their confirmed chapter 11 plans; and (v) to the extent applicable, proceeds from the recovery of Claims, Avoidance Actions, or Causes of Action reserved and preserved for the benefit of the Reorganized Debtor. The plan provides for the payment in full of all Allowed Administrative Claims, Professional Fees, as well as the Priority Tax Claims and Other Priority Claims, if any, and Holders of Allowed General Unsecured Claims will receive in cash, to the extent funds are available, their pro rata share up to 100% of the amount of the Allowed General Unsecured Claims. On and after the Effective Date, the Disbursing Agent will use the revenue from the sources described in the plan to perform its obligations under the plan. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/mssb16-00297-970.pdf About Opus Management Opus Management Group Jackson LLC, et al., sought Chapter 11 protection (Bankr. S.D. Miss. Lead Case No. 16-00297) on Feb. 2, 2016. The Debtors are represented by Thomas M. Hewitt, Esq., at Butler Snow LLP. C.P. Smith & Associates, PLLC, serves as the Debtors' accountants and auditors. P.D.L. INC: Has Court's Final Nod to Use Cash Collateral -------------------------------------------------------- The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida has entered a final order granting P.D.L., Inc.'s motion for authorization to use cash collateral to pay for the expenses and costs of administration incurred by the Debtor. The Debtor is authorized to use cash collateral, from the Petition Date through the earlier of confirmation of plan, conversion, or dismissal absent further court order. Adequate protection payments are due on the 13th of each month commencing Oct. 13, 2017, and continuing thereafter absent further court order. The Debtor will pay monthly adequate protection payments of: a. $7,000 to Wells Fargo Equipment Finance, Inc., on Oct. 13, 2017, and on the 13th day of each consecutive month thereafter until further court order; b. $2,300 to Commercial Credit Group, Inc., on Oct. 13, 2017, and on the 13th day of each consecutive month thereafter until further court order; c. $1,000 to secured creditor Siemens Financial Services; d. $1,000 to secured creditor Engs Commercial Finance Co.; e. $800 to Hitachi Capital; f. $4,000 to BMO Harris Bank; g. $600 to Signature Financial; h. $200 to Volvo; and i. $100 to Internal Revenue Service to be applied first to principle owed and then fine and penalties. The creditors are provided replacement liens on their collateral, to the same extent, and with the same validity and priority, as held prior to the filing of the Debtor's petition. A copy of the Order is available at: http://bankrupt.com/misc/flsb17-20457-120.pdf About P.D.L. Inc. P.D.L., Inc., is a Florida Profit Corporation formed on Oct. 31, 2003, operating as a trucking distributor. It is insured and provides employment for 7 full-time employees and over 30 independent contractors. P.D.L. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-20457) on Aug. 17, 2017. The Debtor is represented by Ariel Sagre, Esq., at Sagre Law Firm, P.A. PACE DIVERSIFIED: December 6 Plan Confirmation Hearing ------------------------------------------------------ The Hon. Rene Lastreto II of the U.S. Bankruptcy Court for the Eastern District of California to has entered an order approving the disclosure statement filed by Pace Diversified Corporation in all respects and as containing adequate information. Ballots accepting or rejecting the Plan must be received by the Debtor's counsel on November 22, 2017. The hearing to consider confirmation of the Plan will be held on December 6, 2017 at 9:30 a.m. Any objection to the confirmation of the Plan must be filed on or before November 22. The plan objection reply deadline is on November 29. The Troubled Company Reporter previously reported that under the restructuring plan, creditors holding Class 5 general unsecured claims will receive cash payments and will be paid 100% of their allowed claims within one year. The company estimated the total amount of allowed general unsecured claims at $198,960. Class 5 is impaired. General unsecured creditors will be paid from the proceeds generated from the sale of equipment, collection of receivables or refinance within one year of the effective date of the plan. Pace Diversified intends to continue its operations. A two-year budget prepared by the company shows it will be able to generate more than $529,419 to make payments under the plan and provide cushion in the event sales are not expected. The projections are based upon an oil price of $43.5 per barrel, according to the company's disclosure statement filed on July 20 with the U.S. Bankruptcy Court for the Eastern District of California. A copy of the disclosure statement is available for free at https://is.gd/wnkXfU About Pace Diversified Corporation Pace Diversified Corporation was incorporated in 2001 by its owners Dwayne and Patricia Roach. Pace is engaged in the production and distribution of oil and gas. The Company was founded in 2000 and is based in Bakersfield, California. Pace Diversified filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-11028) on March 23, 2017. The petition was signed by Dwayne Roach, President. The case is assigned to Judge Rene Lastreto II. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $1 million to $10 million in estimated liabilities. The Debtor is represented by T. Scott Belden, Esq. at Belden Blaine Raytis, LLP. The Debtor employs Long Wayne & Company ("WLC") as accountants. PANTECH WIRELESS: $300K Cash Infusion from ParentCo to Fund Plan ---------------------------------------------------------------- Pantech Wireless, Inc. filed with the U.S. Bankruptcy Court for the Northern District of Georgia a disclosure statement describing its proposed plan of reorganization dated Oct. 5, 2017. Each Holder of an Allowed Unsecured Claim in Class 1 will receive cash equal to the amount of such Allowed General Unsecured Claim; or such other treatment that the Proponent or the and the Holder of such Allowed General Unsecured Claim have agreed upon in writing. This class is unimpaired. The plan is made possible by the willingness of ParentCo to make available a fund of $300,000 for payment of claims and costs of administration. ParentCo proposes to make a cash infusion of $300,000. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ganb16-72088-46.pdf About Pantech Wireless Pantech Wireless, Inc., based in Atlanta, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-72088) on December 9, 2016. Gregory M. Taube, Esq., at Nelson Mullins Riley & Scarborough LLC, to serve as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Yong Jin Kim, chief executive officer. PANTECH WIRELESS: Court Conditionally Approved Disclosures ---------------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia conditionally approved Pantech Wireless, Inc.'s disclosure statement filed on Oct. 5, 2017. The deadline for filing written objections to the Disclosure Statement or the Plan will be no later than 4:00 p.m. on Nov. 17, 2017. A hearing to consider confirmation of the Plan and to consider final approval of the Disclosure Statement will be held in Courtroom 1404, United States Courthouse, Russell Federal Building, 75 Ted Turner Drive, S.W., Atlanta, GA 30303 at 1:30 a.m. on Nov. 21, 2017. The deadline for casting ballots to accept or reject the Plan will be Nov. 17, 2017. About Pantech Wireless Pantech Wireless, Inc., based in Atlanta, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-72088) on December 9, 2016. Gregory M. Taube, Esq., at Nelson Mullins Riley & Scarborough LLC, to serve as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Yong Jin Kim, chief executive officer. PARAMOUNT BUILDING: Creditors Panel Hires Cross Law as Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Paramount Building Solutions, LLC, and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the District of Arizona to retain Cross Law Firm, P.L.C., as local counsel to the Committee. The Committee requires Cross Law to: a) advise the Committee with respect to its rights, duties and powers in the Chapter 11 Cases; b) assist and advise the Committee in its consultations with the Debtors relating to the administration of the Chapter 11 Cases; c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; d) assist the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and other parties involved with the Debtors, and of the operation of the Debtors' businesses; e) assist the Committee in analyzing intercompany transactions and issues relating to the Debtors' non-debtor affiliates; f) assist the Committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing of other transactions and the terms of a plan of reorganization for the Debtors; g) assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in these Chapter 11 Cases; represent the Committee at all hearings and other proceedings; h) review, analyze, and advise the Committee with respect to all applications, orders, statements of operations and schedules filed with the Court; i) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and j) perform other services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set for the in the Bankruptcy Code. Cross Law will be paid at these hourly rates: Attorneys $210-$565 Paraprofessionals $65-$190 Cross Law will also be reimbursed for reasonable out-of-pocket expenses incurred. James E. Cross, partner of Cross Law Firm, P.L.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 (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Cross Law can be reached at: James E. Cross, Esq. CROSS LAW FIRM, P.L.C 1850 N. Central Ave., Suite 1150 Phoenix, AZ 85004 Tel: (602) 412-4422 Fax: (602) 252-4712 E-mail: jcross@crosslawaz.com About Paramount Building Solutions, LLC Founded in 2003 in Tempe, Arizona, Paramount Building Solutions, LLC -- http://www.paramountbldgsol.com/-- provides janitorial and floor care services to thousands of locations, 24 hours a day, seven days a week. Paramount Building Solutions and its affiliates filed a Chapter 11 petition (Bankr. D. Ariz. Lead Case no. 17-10867) on Sept. 15, 2017. The petition was signed by Jeffory Southard, CEO. The affiliates are Cleaning Solutions, LLC (Bankr. D. Ariz. Case No. 17-10868); JMS Building Solutions, LLC (Bankr. D. Ariz. Case No. 17-10869) and Starlight Building Solutions, LLC (Bankr. D. Ariz. Case No. 17-10870). Cleaning is the 100% sole member of Paramount, and JMS. Paramount is the 100% sole member of Starlight. At the time of filing, Paramount estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Eddward P. Ballinger Jr. presides over the case. Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., serves as counsel to the Debtors. On Oct. 5, 2017, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee hired Cross Law Firm, P.L.C., as local counsel. PARETEUM CORP: Inks Share Exchange Agreement with Artilium ---------------------------------------------------------- Pareteum Corporation has entered into a share exchange agreement with Artilium, PLC, a public limited company incorporated under the laws of England and Wales ("ARTA"), pursuant to which ARTA agreed to issue and deliver to the Company an aggregate of 27,695,177 of its newly issued ordinary shares in exchange for 3,200,332 restricted shares of the Company's common stock, par value $0.00001. The ARTA Shares issued to the Company will, upon issuance, constitute approximately 8% of ARTA's issued and outstanding capital stock. The closing of the transactions contemplated under the Exchange Agreement is subject to certain closing conditions, including the accuracy, in all material respects, when made and at the time of closing, of the representations and warranties of the parties contained in the Exchange Agreement. Concurrently with the execution of the Exchange Agreement, the Company and ARTA executed a Strategic Alliance Agreement for the mutual pursuit of joint commercial opportunities. Pursuant to the Strategic Alliance Agreement, the parties may enter into a contract to provide their technological solutions to prospective customers. In support of this effort, the Company and ARTA agree to provide each other with such assistance as may be reasonably requested of either of them by the other in the preparation and submission of proposals/RFPs/tenders etc. and in securing the award of resulting projects to the Company and ARTA. About Pareteum Corp New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known as Elephant Talk Communications, Inc. -- http://www.pareteum.com/ -- is an international provider of business software and services to the telecommunications and financial services industry. Squar Milner, LLP, in Los Angeles, California, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, has an accumulated deficit of $287,080,234 and has negative working capital. This, according to the auditors, raises substantial doubt about the Company's ability to continue as a going concern. Pareteum incurred a net loss of $31.44 million for the year ended Dec. 31, 2016, following a net loss of $5 million for the year ended Dec. 31, 2015. The Company's balance sheet at June 30, 2017, showed $11.56 million in total assets, $15.45 million in total liabilities and a total stockholders' deficit of $3.88 million. "Based on our current expectations with respect to our revenue and expenses, we expect that our current level of cash and cash equivalents could be sufficient to meet our liquidity needs for the next twelve months. If our revenues do not grow as expected and if we are not able to manage expenses sufficiently, including required payments pursuant to the terms of the senior secured debt, we may be required to obtain additional equity or debt financing. Although we have previously been able to attract financing as needed, such financing may not continue to be available at all, or if available, on reasonable terms as required. Further, the terms of such financing may be dilutive to existing shareholders or otherwise on terms not favorable to us or existing shareholders. If we are unable to secure additional financing, as circumstances require, or do not succeed in meeting our sales objectives, we may be required to change or significantly reduce our operations or ultimately may not be able to continue our operations," as disclosed in the Company's latest quarterly report for the period ended June 30, 2017. PETROQUEST ENERGY: Will No Longer Hold Special Meeting ------------------------------------------------------ The Board of Directors of PetroQuest Energy, Inc. determined not to call a special meeting of the holders of the Company's preferred stock at this time, as reported in a Form 8-K filed with the Securities and Exchange Commission. As previously disclosed, PetroQuest has not paid quarterly dividends with respect to the Company's 6.875% Series B Cumulative Convertible Perpetual Preferred Stock beginning with the dividend payment due on April 15, 2016, due to restrictions contained in the Company's credit facilities. As a result, the holders of the Preferred Stock, voting as a single class, have the right to elect two additional directors to the Company's Board of Directors until all accumulated and unpaid dividends on the Preferred Stock have been paid in full. On Aug. 23, 2017, the Board received written notice from two affiliated holders of the Preferred Stock exercising this right by requesting that the Board call a special meeting of the holders of the Preferred Stock for the purpose of electing the additional directors, as set forth in Section 4(ii) of the Certificate of Designations establishing the Preferred Stock, dated Sept. 24, 2007, and, in response to that notice, the Company disclosed its intention to comply with Section 4(ii) of the Certificate of Designations by providing notice of that meeting within 60 days after such written request. As a result of discussions between the Company's management and certain holders of the Preferred Stock, the Requesting Holders withdrew their request that the Board call the special meeting of the holders of the Preferred Stock. The Company said it is committed to working with holders of the Preferred Stock as they identify and evaluate potential candidates to add to the existing Board in 2018. About PetroQuest Lafayette, La.-based PetroQuest Energy, Inc., is an independent energy company engaged in the exploration, development, acquisition and production of oil and natural gas reserves in East Texas, Oklahoma, South Louisiana and the shallow waters of the Gulf of Mexico. PetroQuest's common stock trades on the New York Stock Exchange under the ticker PQ. PetroQuest reported a net loss available to common stockholders of $96.24 million on $66.66 million of oil and gas revenues for the year ended Dec. 31, 2016, compared to a net loss available to common stockholders of $299.92 million on $115.96 million of oil and gas revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Petroquest had $148.6 million in total assets, $402.0 million in total liabilities, and a total stockholders' deficit of $253.4 million. * * * In June 2017, Moody's Investors Service withdrew all assigned ratings for PetroQuest Energy, including the 'Caa3' Corporate Family Rating, following the elimination of all of its rated debt. In October 2016, S&P Global Ratings raised the corporate credit rating on PetroQuest Energy to 'CCC' from 'SD'. The outlook is negative. "The upgrade reflects our reassessment of the company's corporate credit rating following the exchange of the majority of its outstanding 10% senior unsecured notes due September 2017 at par," said S&P Global Ratings credit analyst Daniel Krauss. The negative outlook reflects the company's current debt leverage levels, which S&P views to be unsustainable, as well as its less than adequate liquidity position. PREMIER MARINE: Court Extends Plan Filing Period to December 8 -------------------------------------------------------------- Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the District of Minnesota, at the behest of Premier Marine, Inc., extended the Debtor's exclusive period to file a plan to December 8, 2017, and the exclusive period to gain acceptances of a plan to February 6, 2018. The Troubled Company Reporter previously reported that the Debtor asked the Court for an extension of time necessary and consistent with the interests of its estate to restructure its finances and operations in order to maximize the value of the estate and assure a successful emergence from Chapter 11. The Debtor claimed that the Committee supports a short extension of exclusivity to expose the company to additional prospective purchasers, conclude negotiations with parties now conducting due diligence and to otherwise prepare a disclosure statement and plan to be financed by Trusek. The Debtor first proposed a cash operating budget shortly after the Petition Date. The Debtor projected a gradual ramp up and return to pre-distress boat production levels based upon the Trusek $2.5 million dollar cash infusion. Due to unforeseen supplier limitations the ramp up and return to profitability is occurring but at a slower rate consistent with key supplier limitations. The Debtor said that in August, it proposed a revised Budget to ABN, Trusek and the Official Committee of Unsecured Creditors with explanation, which budget downwardly adjusted boat production, revenues and expenditures. The Debtor lost more than originally projected in July but was profitable in August and September and expects to continue to gradually increase production and build cash between now and year end. However, the Debtor claimed that it has not received an unconditional cash offer to support a 363 sale process but continues to negotiate with several interested parties now conducting due diligence. The Debtor also said Trusek has confirmed by term sheet that it will sponsor a plan of reorganization that provides for satisfaction of secured debt and provides for an earnings formula based return to unsecured creditors over time in the minimum amount of $1 million dollars with significant upside potential dependent upon post confirmation performance. Trusek has also confirmed that it will withdraw plan financing and support a 363 sale process should the Debtor receive a cash offer in the minimum amount of $10 million dollars which is required to satisfy secured claims in full. In addition, the Debtor told the court that its shareholders have also been actively soliciting plan financing in amounts sufficient to satisfy secured claims and support a reorganization plan. About Premier Marine, Inc. Premier Marine, Inc., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-32006) on June 19, 2017. Premier Marine is a family owned business formed in 1992 by Robert Menne and Eugene Hallberg. The Menne family controls 72.8% of the company equity. Hallberg controls the remaining 27.2% and is Premier's landlord. For 25 years, Premier Marine has manufactured "Premier" brand pontoon boats -- http://www.pontoons.com/-- in Wyoming, Minnesota. Premier Marine designs, builds and markets luxury pontoons and holds many patents on manufacturing elements such as furniture hinges, J-Clip rail fasteners and the PTX performance package. The family-owned and operated Company sells its pontoons through boat dealers located throughout the United States and Canada. The need for reorganization in chapter 11 was precipitated by a failed acquisition of another pontoon manufacturer in 2011. The Chapter 11 was filed in response to an eviction action commenced by Hallberg for the nonpayment of rent. The Chapter 11 is necessary to attract a new equity partner, reject the Hallberg leases, consolidate manufacturing under a single roof and reorganize the business for the mutual benefit of the Debtor creditors, employees and dealer network. The bankruptcy petition was signed by Lori J. Melbostad, the Debtor's president. The Debtor estimated assets and liabilities between $10 million and $50 million. The case is assigned to Judge Katherine A. Constantine. The Debtor's counsel are Michael F. McGrath, Esq., and Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey, A Professional Association. Guidesource's Richard Gallagher is the Debtor's financial consultant. On June 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Fafinski, Mark & Johnson, P.A., represents the committee as bankruptcy counsel. PRINCE INT'L: Moody's Affirms Caa1 CFR & Revises Outlook to Pos. ---------------------------------------------------------------- Moody's Investors Service changed Prince International Corporation's outlook to positive from negative. The change in outlook reflects the recent improvements in Prince International's operating results and credit metrics and the expectation this trend will persist in the near term due to improvements in the upstream energy sector. The following ratings were affected in this rating action: Outlook Actions: -- Changed To Positive From Negative Affirmations: -- Probability of Default Rating, Affirmed Caa1-PD -- Corporate Family Rating, Affirmed Caa1 -- $285 Million Senior Secured Notes due 2019, Affirmed Caa2 (LGD4) RATINGS RATIONALE Prince International's Caa1 corporate family rating reflects its small size, elevated leverage, weak interest coverage, inconsistent free cash flow generation and significant exposure to the cyclical oil & gas and steel sectors. The rating also reflects the company's acquisitive history and the likelihood of further acquisitions, which could limit future deleveraging. These factors are somewhat balanced by the company's above average margins relative to other steel and energy sector distributors, long-term relationships with large and well-established customers and the diverse mix of products distributed by the company. Prince's operating results have improved moderately in 2017 driven by significantly improved profitability in its Energy segment, which has more than offset weakness in its Americas and International business segments. The company's Energy segment is highly correlated to the number of rigs actively drilling for oil and natural gas in North America, as well as to the linear feet drilled and has benefitted from increased drilling activity. However, its Americas and International segments have been negatively impacted by higher raw material and energy costs, manufacturing inefficiencies and the unfavorable impact of exchange rate movements. Moody's expects the favorable trend in Prince's Energy business to persist in the near term since oil prices have stabilized around $50 per barrel (WTI) and drilling activity remains significantly higher than last year. Its Americas and International segments should also benefit from improved end market demand. Therefore, Moody's expects Prince to generate adjusted EBITDA in the range of $52 million - $55 million in 2017 versus $47 million last year. These trends should persist in 2018 and lead to further improvement in the company's operating performance. The improvement in Prince's operating results has yet to lead to materially improved credit metrics since investments in working capital to support increased demand has resulted in negative free cash flow and increased borrowings. However, Moody's expects the magnitude of improvement in the company's operating performance to result in stronger metrics in the second half of 2017. Its adjusted leverage ratio (Debt/EBITDA) should decline to around 6.0x in December 2017 from 6.7x in December 2016 and its interest coverage ratio (EBITA/Interest) should rise to about 1.2x from 0.9x. These metrics could improve further in 2018 and could approach Moody's upside ratings triggers, however a ratings upgrade is not likely until the company addresses its 2019 debt maturities. Prince International has an adequate liquidity profile. The company had $7 million of cash and about $28 million of borrowing availability on its $85 million asset based lending facility as of June 2017. The facility provides for up to $65 million in borrowings in the US and $20 million in Europe. Prince had total borrowing capacity of $52.8 million, of which $24.4 million was used including $23.8 million in revolver borrowings and $0.6 million in issued letters of credit. Prince is likely to continue to use the revolver to support seasonal and cyclical working capital needs and to fund acquisitions, but its liquidity should remain adequate. Prince's positive outlook reflects the likelihood that its operating results will continue to strengthen over the next 12 to 18 months and result in credit metrics that are relatively strong for the Caa1 rating. An upgrade could occur if the company maintains operating margins of at least 5%, produces consistent free cash flow, achieves improved credit metrics and addresses its near term debt maturities. This would include reducing its leverage ratio below 6.5x and raising its interest coverage above 1.5x. Negative rating pressure could develop if operating results weaken or debt financed acquisitions or shareholder distributions result in its leverage ratio rising above 8.0x or its interest coverage ratio remaining below 1.0x. A significant reduction in borrowing availability or liquidity could also result in a downgrade. Prince International Corporation, headquartered in Houston, TX is a processor and distributor of specialty mineral products, coatings and additives to customers in a diverse range of industries including agriculture, construction, glass, appliances, foundry, refractory, steel and other specialized industries through its Americas and International segments. Its Energy segment manufactures and distributes specialty additives and chemicals used in oilfield drilling and cementing fluids primarily in the United States and Canada. Prince operates out of 20 facilities located in the United States, South America, Europe and Africa. The company generated revenues of $334 million during the twelve months ended June 30, 2017. The company was formed in 2003 and is owned by affiliates of Palladium Equity Partners. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. PROFIT RECOVERY: Trustee Hires Rincon Law as Counsel ---------------------------------------------------- Andrea A. Wirum, Chapter 11 Trustee of Profit Recovery Center LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of California, San Francisco Division, to retain Rincon Law, LLP as her counsel in connection with all matters related to the Chapter 11 case and any subsequent Chapter 7 case. Services required of Rincon Law are: (a) assist and advise the Trustee regarding her duties under 11 U.S.C. Sec. 1106; (b) assist and advise the Trustee regarding her report and recommendation under 11 U.S.C. Sec. 1106(a)(5) and, if advisable, assist in the formulation and filing of a Chapter 11 plan; (c) assist and advise the Trustee regarding cash collateral issues; (d) assist and advise the Trustee in the investigation, collection, and (if appropriate) liquidation of assets of the estate; (e) assist and advise the Trustee regarding any transfers that may be avoidable under the provisions of the Bankruptcy Code; (f) represent the Trustee in litigation she determines is necessary; (g) if the Trustee requests, assist the Trustee in the objection to claims; and (h) attend Court hearings as necessary. Current hourly rates charged by attorneys at Rincon Law, LLP are: Charles P. Maher $550 Gregg S. Kleiner $550 Jeffrey L. Fillerup $550 Charles P. Maher, a partner at the law firm Rincon Law, LLP, assures the Court Rincon is a disinterested person in this case as the term is defined in Section 101(14) of the Bankruptcy Code, and neither holds nor represents any interest adverse to the estate. The Counsel can be reached through: Charles P. Maher, Esq. RINCON LAW, LLP 268 Bush Street, Suite 3335 San Francisco, CA 94104 Tel: 415-996-8280 Fax: 415-680-1712 Email: cmaher@rinconlawllp.com About Mayacamas Holdings LLC and Profit Recovery Center LLC Mayacamas Holdings LLC owns a ranch located on a hilltop ridgeline above the town of Calistoga in Napa, California, known as Mayacamas Ranch. Mayacamas Ranch is Northern California's premier exclusive-use group retreat center for companies, non-profit groups, weddings, and families. Mayacamas and Profit Recovery Center LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case Nos. 17-30326 and 17-30327) on April 7, 2017. The cases are jointly administered. David H. Levy, their manager, signed the petitions. At the time of the filing, the Debtors estimated their assets and debts at $1 million to $10 million. Judge Dennis Montali presides over the cases. Rimon P.C. is the Debtors' bankruptcy counsel. Samuel R. Maizel and Andrea A. Wirum were appointed bankruptcy trustees for Mayacamas Holdings and PRC, respectively. Dentons US LLP represents Mr. Maizel as bankruptcy counsel. Ms. Wirum is represented by Rincon Law LLP. QUALITY CARE: Moody's Confirms Caa1 CFR; Outlook Negative --------------------------------------------------------- Moody's Investors Service confirmed Quality Care Properties, Inc.'s (QCP) ratings, including its Caa1 corporate family rating (CFR) following QCP's announcement that the REIT's work-out discussions with its struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are continuing. According to Moody's, the continued discussions indicate that both QCP and HCR are pursuing an out-of-court resolution, a welcome development for QCP from a credit perspective. The ratings' confirmation reflects Moody's view that QCP's recent announcement suggests that more productive discussions are gaining momentum after several months of unsuccessful negotiations that resulted in an event of default by the tenant, HCR, and a receivership complaint court filing by QCP. The rating outlook is negative, reflecting the uncertainty around the ultimate success of QCP's lease restructuring plans with HCR and the various challenges that QCP will need to overcome to reposition its portfolio and remain covenant compliant should the disruptions in cash flows from HCR continue or if HCR files for bankruptcy protection. This rating action concludes the review for downgrade initiated on July 25, 2017. The following ratings were confirmed: Corporate family rating at Caa1, First lien term loan rating at Caa1, First lien credit facility rating at Caa1, Second lien note rating at Caa2. In its SEC Form-8K filing this morning, QCP reported that it had extended the deadline for HCR's response to QCP's receivership complaint to allow for the continuation of work-out discussions. In its earlier announcement dated September 25, QCP also reported that a number of concrete steps towards an out-of-court resolution had been made. According to the announcement, the restructuring advisory firms from QCP and HCR are working alongside to support the workout discussions, and QCP is employing two advisory firms to work on remarketing activities for QCP properties currently leased to HCR. Since HCR is the tenant for substantially all of QCP's portfolio, the REIT will face significant challenges executing its portfolio repositioning. This will likely include property re-tenanting and selective asset sales, which could be lengthy and costly. Some of the aspects of the restructuring, such as HCR's going- concern status and the outcome of the Department of Justice investigation that is still weighing on HCR, are out of QCP's management control. Even under the scenario that assumes QCP reaches a sustainable lease restructuring with HCR out of court, Moody's expects that QCP's credit metrics would weaken materially because an out-of-court restructuring will require a substantial reduction in HCR's liabilities, including rent payments to QCP. Until a resolution is reached, disruptions in cash flows from HCR will continue to erode QCP's operating profits and liquidity. Even though QCP does not have debt maturities until 2021 and had over $282 million in cash on the balance sheet at the end of Q2 2017, its liquidity is constrained due to the high likelihood that QCP will need to seek an amendment or covenant relief under its bank credit facility agreement if cash flow disruptions from HCR continue or if HCR files for bankruptcy protection. QCP's remained comfortably in compliance with its debt service coverage ratio covenant as of June 30, 2017. However, Moody's estimates that due to the continued deterioration in HCR's operating performance and its non-payment of full rent due to QCP for several months in 2017, QCP's covenant cushion will continue to weaken in the next 12 months in the absence of a material lease modification event as defined by QCP's credit agreement. Should a material lease modification event occur, QCP will likely need to seek covenant relief to remain compliant, which can occur as early as Q1 2018. RATINGS RATIONALE QCP's Caa1 corporate family rating continues to reflect significant tenant concentration to HCR Manorcare, Inc. that remains in default of its lease agreement, exposure to the heavily regulated skilled nursing (SNF) segment, and a negligible unencumbered asset pool. HCR is the tenant and operator of substantially all of QCP's properties, which represented 92% of the REIT's total revenue for six months ended June 30, 2017. QCP's liquidity is constrained by the high likelihood that QCP will need to seek an amendment or covenant relief under its bank credit facility agreement should cash flow disruptions from HCR continue or if HCR files for bankruptcy protection. These credit challenges are counterbalanced by QCP's position as one of the largest landlords in SNF segment, good geographic diversification, meaningful income potential from the assisted living and memory care assets, lack of debt maturities until 2021, and moderate leverage. A return to a stable rating outlook would be predicated upon QCP's ability to demonstrate adequate liquidity and sufficient headroom over its covenant compliance requirement, consistently above 15%, as defined per their bank credit agreement either on a specified or consolidated EBITDA basis. It will also require that QCP makes substantial progress in its lease restructuring with HCR and in asset portfolio repositioning, setting a clear path toward stabilizing cash flows and maintaining adequate liquidity. An upgrade is unlikely in next 12-18 months given the uncertainty surrounding QCP's relationship with its primary tenant HCR. A downgrade will result from further deterioration in liquidity, including QCP's ability to meet its covenant compliance requirements. The ratings will also be downgraded if QCP fails to restructure its lease agreement or reposition the portfolio in a manner that would result in a sustainable landlord/tenant relationship and tenable capital structure. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. Headquartered in Bethesda, Maryland, Quality Care Properties, Inc. is a real estate company focused on post-acute/skilled nursing and memory care/assisted living properties. QCP's properties are located in 29 states and include 257 post-acute/skilled nursing properties, 61 memory care/assisted living properties, a surgical hospital and a medical office building as of October 20, 2017. RENNOVA HEALTH: Debentures Amortization Starts This Month --------------------------------------------------------- As previously announced, on Sept. 19, 2017, Rennova Health, Inc., closed offerings of an aggregate of $9,016,136 principal amount of Senior Secured Original Issue Discount Convertible Debentures due Sept. 19, 2019, and Warrants to purchase shares of the Company's common stock. Pursuant to the terms of a Second Amendment, dated as of Oct. 19, 2017, the Company and the purchasers of the Debentures amended the amortization terms of the Debentures so that the Debentures would begin to amortize immediately. Amortization can directly affect the dilution adjustment of warrants issued by the Company as fully described in its recently effective registration statement on Form S-1, File No. 219145. Monthly Amortization Amount means (i) for each month from October through December 2017, $100,000 and (ii) for each month from January 2018 through September 2019, the lesser of $[5% of the principal amount] and the then outstanding principal amount of this Debenture, plus liquidated damages and any other amounts then owing to the Holder in respect of this Debenture. About Rennova Health Based in West Palm Beach, Florida, Rennova Health, Inc. (NASDAQ:RNVA) -- http://www.rennovahealth.com/-- is a provider of an expanding group of health care services for healthcare providers, their patients and individuals. Historically, the Company has operated its business under one management team, but beginning in 2017, the Company intends to operate in four synergistic divisions with specialized management: (1) Clinical diagnostics through its clinical laboratories; (2) supportive software solutions to healthcare providers including Electronic Health Records, Laboratory Information Systems and Medical Billing services; (3) Decision support and interpretation of cancer and genomic diagnostics; and (4) the recent addition of a hospital in Tennessee. Rennova believes that its approach will produce a more sustainable relationship and the capture of multiple revenue streams from medical providers. Rennova Health reported a net loss attributable to common stockholders of $32.61 million on $5.24 million of net revenues for the year ended Dec. 31, 2016, compared with a net loss attributable to common stockholders of $37.58 million on $18.39 million of net revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Rennova Health had $5.68 million in total assets, $23.20 million in total liabilities, and a total stockholders' deficit of $17.51 million. Green & Company, CPAs, in Temple Terrace, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. RENNOVA HEALTH: Interim Chief Financial Officer Resigns ------------------------------------------------------- Michael Pollack resigned as interim chief financial officer of Rennova Health, Inc. on Oct. 13, 2017, according to a Form 8-K report filed by Rennova with the Securities and Exchange Commission. The Company said that in submitting his resignation, Mr. Pollack did not express any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company is currently seeking a full-time chief financial officer. About Rennova Health Based in West Palm Beach, Florida, Rennova Health, Inc. (NASDAQ:RNVA) -- http://www.rennovahealth.com/-- is a provider of an expanding group of health care services for healthcare providers, their patients and individuals. Historically, the Company has operated its business under one management team, but beginning in 2017, the Company intends to operate in four synergistic divisions with specialized management: (1) Clinical diagnostics through its clinical laboratories; (2) supportive software solutions to healthcare providers including Electronic Health Records, Laboratory Information Systems and Medical Billing services; (3) Decision support and interpretation of cancer and genomic diagnostics; and (4) the recent addition of a hospital in Tennessee. Rennova believes that its approach will produce a more sustainable relationship and the capture of multiple revenue streams from medical providers. Rennova Health reported a net loss attributable to common stockholders of $32.61 million on $5.24 million of net revenues for the year ended Dec. 31, 2016, compared with a net loss attributable to common stockholders of $37.58 million on $18.39 million of net revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Rennova Health had $5.68 million in total assets, $23.20 million in total liabilities, and a total stockholders' deficit of $17.51 million. Green & Company, CPAs, in Temple Terrace, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. RESOLUTE ENERGY: Amends Credit Agreement with Bank of Montreal -------------------------------------------------------------- Effective Oct. 18, 2017, Resolute Energy Corporation and certain of its subsidiaries, as guarantors, entered into the Second Amendment to Third Amended and Restated Credit Agreement amending that certain Third Amended and Restated Credit Agreement, dated as of Feb. 17, 2017, with a syndicate of banks led by Bank of Montreal, as administrative agent, Capital One, National Association, as syndication agent, and Barclays Bank PLC, ING Capital LLC and SunTrust Bank, as co-documentation agents, as amended by the First Amendment to Third Amended and Restated Credit Agreement dated May 8, 2017. The Second Amendment provides for the fall borrowing base redetermination and amends certain other terms of the Credit Agreement. Among other things, the Second Amendment: i. Reaffirms the Company's borrowing base under the Credit Agreement at $218.75 million. Pursuant to the Second Amendment, upon the consummation of the disposition of the Aneth Field assets, the Company's borrowing base will be automatically decreased to $210 million. ii. Provides that the borrowing base will automatically be reduced by 25% of all unsecured indebtedness of the Company in excess of $550 million, increased from $500 million. iii. Amends the definition of EBITDA to include customary transaction costs and expenses incurred in connection with any material acquisition or disposition. iv. Provides for certain amendments to the calculation of EBITDA for purposes of the Credit Agreement and amends the covenant governing the ratio of current assets to current liabilities for the quarter ended Sept. 30, 2017. v. Amends the Credit Agreement to permit the Company to enter into certain derivative arrangements for up to the greater of 75% of the Company's anticipated projected production from properties or 85% of the Company's anticipated projected production from proved properties for the first year of such derivative arrangement. A full-text copy of the Amended Credit Agreement, dated as of Oct. 18, 2017, is available for free at https://is.gd/wbXQuu About Resolute Energy Resolute Energy Corp. -- http://www.resoluteenergy.com/-- is an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin portion of the Permian Basin of west Texas. Resolute also operates Aneth Field, located in the Paradox Basin in Utah. The Company routinely posts important information about the Company under the Investor Relations section of its website. The Company's common stock is traded on the NYSE under the ticker symbol "REN." Resolute reported a net loss of $161.7 million in 2016, a net loss of $742.27 million in 2015 and a net loss of $21.85 million in 2014. As of June 30, 2017, Resolute Energy had $728.54 million in total assets, $790.78 million in total liabilities and a total stockholders' deficit of $62.23 million. * * * As reported by the TCR on Feb. 27, 2017, Moody's Investors Service upgraded Resolute Energy Corporation's Corporate Family Rating (CFR) to 'B3' from 'Caa2', the Probability of Default Rating to 'B3-PD' from 'Caa2-PD' and its senior unsecured notes rating to 'Caa1' from 'Caa3'. The Speculative Grade Liquidity rating was affirmed at SGL-3. The rating outlook was changed to stable. "The upgrade to B3 reflects Resolute's improved capital structure, continued strong drilling results and improved production and drilling economics, which provide good visibility to continued growth in a mid $40s oil price environment without increasing debt leverage," noted John Thieroff, Moody's VP-Senior Analyst. "We expect moderation in the company's reserve- and production-based debt metrics from significant production growth at very competitive drillbit costs." The TCR reported on May 15, 2017, that S&P Global Ratings assigned its 'B-' corporate credit rating to Resolute Energy Corp. (REN). The rating outlook is stable. "The corporate credit rating reflects our assessment of REN's business risk profile as vulnerable, its financial risk profile as aggressive, and its liquidity as less than adequate," said S&P Global Ratings credit analyst, David Lagasse. RFI MANAGEMENT: Fourth Interim Cash Use Order Entered ----------------------------------------------------- The Hon. Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle District of North Carolina has entered a fourth interim consent order authorizing RFI Management, Inc., to use cash collateral from Oct. 5, 2017, until Oct. 19, 2017. A hearing on the Debtor's cash collateral use was scheduled for Oct. 19, 2017. Swift Financial Corporation d/b/a Swift Capital contends that it is the owner of the Debtor's future receivables. It also contends that it has a security interest in Debtor’s present and future accounts, receivables, chattel paper, deposit accounts, personal property, assets and fixtures, general intangibles, instruments, equipment and inventory, which constitutes cash collateral as defined in Section 363 of the U.S. Bankruptcy Code. Swift Capital will have a continuing post-petition lien and security interest in all property and categories of property of the Debtor in which and of the same priority as it held a similar, unavoidable security interest as of the Petition Date, and the proceeds thereof, whether acquired pre-petition or post-petition, equivalent to a lien granted under Sections 364(c)(2) and (3) of the Bankruptcy Code, but only to the extent of cash collateral used for purposes other than adequate protection payments to Swift Capital. The validity, enforceability, and perfection of the aforesaid post-petition liens on the post-petition collateral will not depend upon filing, recordation, or any other act required under applicable state or federal law, rule, or regulation. The Debtor will pay as adequate protection to Swift Capital pursuant to 11 U.S.C. Sections 361, 362 and 363 the sum of $6,800 each month, to be paid on Oct. 15, 2017. A copy of the court order is available at: http://bankrupt.com/misc/ncmb17-80247-135.pdf About RFI Management RFI Management, Inc., works as a subcontractor installing flooring products and wall materials, principally in hotel properties across the United States and in Puerto Rico. RFI Management filed a Chapter 11 bankruptcy petition (Bankr. M.D.N.C. Case No. 17-80247) on March 29, 2017. Edward Rosa, President, signed the petition. At the time of filing, the Debtor estimated assets and liabilities between $100,000 and $500,000. James C. White, Esq. and Michelle M. Walker, Esq., at Parry Tyndall White, serve as counsel to the Debtor. Padgett Business Services of NC is the Debtor's accountant. No official committee of unsecured creditors has been appointed in the Chapter 11 case. RITE AID: S&P Affirms 'B' Corp Credit Rating, Off CreditWatch Pos. ------------------------------------------------------------------ S&P Global Rating affirmed its ratings on Rite Aid Corp., including its 'B' corporate credit rating, and removed them from CreditWatch, where they had placed with positive implications on Oct. 28, 2015. The outlook is now stable. S&P said, "At the same time, we affirmed all issue-level and recovery ratings on the company's existing debt. We plan to review recovery prospects for the debt instruments as the company executes the asset sale transaction and pays down debt. "The affirmation reflects our view that Rite Aid will remain competitive in its key markets despite our expectation for some sales and margin pressures and reduced scale following the planned sale of about 1,900 stores (about 40% of Rite Aid's total) to Walgreens. We expect the company's capital structure will improve following the asset sale transaction with Walgreens, as we anticipate about $4.4 billion of proceeds will be used to repay debt. However, this also represents a reduction in proceeds from the previously contemplated sale of about 2,200 stores for about $5.2 billion. We had previously contemplated this larger amount would go to debt repayment and are also reassessing operating prospects in light of the company's recent earnings announcement. Industry dynamics include the continued challenging reimbursement rate environment, potential changes in government-sponsored health plans, and soft front-end general merchandise sales. Based on our 2018 EBITDA forecast, we estimate leverage in the low-5x area and cash flows in the $400 million to $450 million range. "The stable outlook reflects our expectation that credit metrics will remain commensurate with the ratings in the near term despite some revenues and margin pressures. We expect the company to generate stable cash flows, majority of which will be reinvested into the business, including spending for store remodels and technology initiatives. "We could lower the ratings if we have a view that the company is encountering execution risks in managing its operations causing larger-than-anticipated negative same-store sales, profit margin decline and weaker cash flows. In this situation, we envision leverage approaching 6.5x and operating cash flow weakens to about $300 million absent any meaningful benefits from working capital management. A negative rating action could also occur from meaningful debt funded acquisition or stock repurchase program, though we currently do not anticipate such to occur in the next year. "Given our expectations for the industry, we think a higher rating is unlikely in the next year. However, if Rite Aid's business prospects are better than we currently anticipate, and it consistently achieves positive mid-single digit consolidated same stores sales and manage margin pressures resulting from the reimbursement rate environment, we could raise the rating. Under these instances, we would see leverage of about 4x on a sustained basis." ROBERT T. WINZINGER: Hires Harmer Realty as Appraiser ----------------------------------------------------- Robert T. Winzinger, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Harmer Realty Co., as appraiser to the Debtor. Robert T. Winzinger requires Harmer Realty to appraise the Debtor's property an 18.41 acres of vacant land known as Lot 10, Block 1, Oldman's Township, New Jersey. Harmer Realty will be paid a flat fee of $1,800 to prepare the appraisal. William W. Harmer, member of Harmer Realty Co., 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. Harmer Realty can be reached at: William W. Harmer HARMER REALTY CO. 758 East Cooper Ferry Rd. Galloway, NJ 08205 Tel: (856) 429-4422 About Robert T. Winzinger, Inc. Founded in 1960, Robert T. Winzinger, Inc. -- http://winzinger.com/ -- is a full-service contractor for roads, excavation, land development and demolition, utility and marine construction, and recycling technologies. Winzinger is certified as a W.B.E. with the N.J. Dept. of Treasury - Division of Property Management & Construction; Licensed Contractor with City of Philadelphia; Small Business Enterprise with the City of Philadelphia; Small Business Enterprise with the State of New Jersey; Public Works Contractor with the State of New Jersey; Home Improvement Contractor with the State of New Jersey Division of Consumer Affairs; and Maintains a Certificate of Employee Report with the State of New Jersey. Robert T. Winzinger, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-25972) on Aug. 7, 2017. The petition was signed by Audrey Winzinger, vice president, secretary, and treasurer. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Kathryn C. Ferguson is the case judge. The Debtor is represented by David A. Kasen, Esq., at Kasen & Kasen. RONIC INC: May Use Cash on Interim Basis; Hearing on Nov. 9 ----------------------------------------------------------- The Hon. Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey has entered a third interim order authorizing Ronic Inc. and debtor affiliates to use cash collateral of The Bank of Princeton. A final hearing on the Debtors' use of cash collateral will be held on Nov. 9, 2017, at 10:00 a.m. Objections to the cash collateral use must be filed by Nov. 2, 2017, at 5:00 p.m. As reported by the Troubled Company Reporter on Sept. 6, 2017, the Debtors sought court authorization to use in the ordinary course of their business cash collateral, which consists of The Bank of Princeton's interests in the Debtor's cash and accounts receivable. The Debtors may use the cash collateral for: a. maintenance and preservation of its assets; b. the continued operation of their business, including but not limited to payroll, payroll taxes, employee expenses, and insurance costs; c. the completion of work-in-process; d. the purchase of goods and ingredients to create products for customers; e. the payment of retained professionals; and f. for other purposes as set forth in the cash collateral budget. As adequate protection for use of cash collateral, the Secured Creditor is granted replacement perfected security interest under Section 361(2) of the U.S. Bankruptcy Code to the extent the Secured Creditor's cash collateral is used by the Debtors, and to the extent and with the same priority in the Debtors' postpetition collateral, and proceeds thereof, that the Secured Creditor held in the Debtors' prepetition collateral. To the extent the adequate protection provided for hereby proves insufficient to protect the Secured Creditor's interest in and to the cash collateral, the Secured Creditor shall have a superpriority administrative expense claim, pursuant to Section 507(b) of the Bankruptcy Code, senior to any and all claims against the Debtor under Section 507(a) of the Bankruptcy Code, whether in this proceeding or in any superseding proceeding. The Debtors will continue to tender payments on a weekly basis, via wire transfer, to the Secured Creditor as set forth in the cash collateral budget. In the event Debtors default or violate the interim court order, the Secured Creditor is entitled to request a hearing within seven days. Subject to court orders allowing fees and disbursements to the professionals, if there are insufficient funds from the Debtors' operating cash flow to pay for accrued expenses to the professionals as set forth in the cash collateral budget, the Debtors are authorized to pay to the professionals up to an aggregate amount of $10,000 prior to making budgeted periodic adequate protection payments to the Secured Creditor as set forth in the cash collateral budget. This provision is expressly conditioned upon the Debtors' first paying the Secured Creditor at least $5,000 of its budgeted adequate protection payment for the period from Oct. 13, 2017, through Nov. 10, 2017. A copy of the Order is available at: http://bankrupt.com/misc/njb17-26758-67.pdf About Ronic Inc. Ronic Inc. dba Venice Bakery -- http://www.venicebakery.net-- owns a wholesale and retail bakery offering a wide array of fresh baked breads, Italian pastries, cakes, cookies and coffee. Its bread is baked and delivered fresh daily -- seven days a week to New Jersey, New York and Pennsylvania areas. Ronic Inc., based in Garfield, New Jersey, and affiliate Aiello Realty Holding LLC each filed a Chapter 11 petition (Bankr. D.N.J. Case Nos. 17-26758 and 17-26759) on Aug. 17, 2017. The petitions were signed by Nicola Aiello, the Debtors' president. Ronic Inc. estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities, and Aiello Realty estimated both $1 million to $10 million in assets and liabilities. The Hon. Stacey L. Meisel presides over the cases. Daniel M. Eliades, Esq., at LeClairRyan, a Professional Corporation, serves as the Debtors' bankruptcy counsel. SAAD INC: Bid on Cash Collateral Use Withdrawn on Oct. 19 --------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts entered an order affirming that Saad, Inc.'s Motion for use of cash collateral was withdrawn in open court during the hearing held on Oct. 19, 2017. About Saad Inc. Saad, Inc., owns and operates a gas station located at 899 Belmont Street, Brockton, Massachusetts. Saad, Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-13691) on Sept. 27, 2016, disclosing total assets at $1.26 million and total liabilities at $734,638. Yacoub G. Saad, president, signed the petition. The case is assigned to Judge Joan N. Feeney. The Debtor is represented by Norman Novinsky, Esq., at Novinsky & Associates. The Debtor continues to operate as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. No official committee of creditors has been appointed in the case. SAC DEVELOPMENT: Hires MD Graham as Real Estate Broker ------------------------------------------------------ SAC Development, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ MD Graham & Associates, as real estate broker to the Debtor. SAC Development requires MD Graham to market and sell the Debtor's property consisting of 537.88 acres of agricultural property in Alpaugh, Tulare County, CA. MD Graham will be paid a commission of 4% of the purchase price. Jason Castle, member of MD Graham & Associates, 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. MD Graham can be reached at: Jason Castle MD GRAHAM & ASSOCIATES 1005 N Demaree Street Visalia, CA 93291 Tel: (559) 754-3020 Fax: (559) 429-4016 About SAC Development, Inc. SAC Development, Inc., based in Fresno, CA, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-12857) on July 26, 2017. The Hon. Rene Lastreto II presides over the case. Justin D. Harris, Esq., at Harris Law Firm, PC, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Shabbir A. Chaudhry, its president. SAILING EMPORIUM: Allowed to File Chapter 11 Plan Until January 27 ------------------------------------------------------------------ Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland, at the behest of The Sailing Emporium, Inc., extended the Debtor's exclusive period to file a plan of reorganization to January 27, 2018, and to obtain acceptances of such plan to March 29, 2018. The Troubled Company Reporter has previously reported on June 1, 2017, that the Debtor had asked for the deadlines to be extended by the Sept. 29 and Nov. 29 deadlines. The Debtor at that time said Marcus & Millichap has conducted multiple tours of the marina and one party recently provided the Debtor and William Arthur Willis -- the Debtor's president -- and his wife with a term sheet to purchase the Marina Property. The Debtor contended that the transaction is critical to the direction that it takes in reorganizing its affairs, and it needs additional time to fully consider the proposed offer to effectively negotiate and prepare adequate information necessary for a plan. On October 4, 2017, the Troubled Company Reporter said the Debtor asked for further extension of the exclusive periods because the Debtor needed additional time to finalize the sale of its Marina Property, which was sold at auction. According to the Debtor, the Court has approved the sale to Brawner Company, Inc., for $3,800,000, and closing on the sale is expected to occur after expiration of the current exclusivity periods. The Debtor told the Court that it has been working closely with the Willises, together with their respective professionals, to analyze how the sale impacts both bankruptcy estates and their creditors. The Debtor said that it needed additional time to analyze and better understand the net proceeds from the sale of the Marina Property and how to properly apportion those proceeds between its bankruptcy estate and the Willises' estate, and to afford the Debtor and parties in interest to fully consider all facets of a viable plan. About The Sailing Emporium The Sailing Emporium, Inc., owns and operates a full service marina located on the picturesque Eastern Shore of Maryland on eight acres on Rock Hall Harbor in Rock Hall, Maryland. Services include boat sales, boat repair and restoration, electronics sales and service and sailboat charters. The Property also includes a marine store and nautical gift shop. The Property has 155 deep water slips and 20 transient slips, and the landscaped grounds and other amenities have made this marina a point of interest in Rock Hall. The Sailing Emporium, Inc., filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-24498) on Nov. 1, 2016. The petition was signed by William Arthur Willis, president. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The case is assigned to Judge Thomas J. Catliota. The Debtor's counsel is Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC. The Debtor has employed Andrew Cantor and Marcus & Millichap Real Estate Investment Services as broker, and tapped Gary T. Mott & Associates, CPA, P.A., as accountant. SEADRILL LIMITED: Creditors Panel Hires Kramer Levin as Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Seadrill Limited, and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to retain Kramer Levin Naftalis & Frankel LLP, as counsel to the Committee. The Committee requires Kramer Levin to: (a) assist the Committee in the administration of the bankruptcy cases and the exercise of oversight with respect to the Debtors' affairs, including all issues in connection with the Debtors, the Committee and the Chapter 11 Cases; (b) prepare on behalf of the Committee of necessary applications, motions, objections, memoranda, orders, reports, and other legal papers; (c) appear in Court, participate in litigation as a party-in- interest, and participate at statutory meetings of creditors to represent the interests of the Committee; (d) negotiate and evaluate the use of cash collateral, any proposed debtor-in-possession financing and any other potential financing alternatives; (e) negotiate and evaluate of the proposed restructuring support agreement and any other potential alternatives; (f) negotiate, formulate, draft and confirm of a plan or plans of reorganization or liquidation and matters related thereto; (g) investigate, directed by the Committee, of among other things, unencumbered assets, liabilities, financial condition of the Debtors, prior transactions, and operational issues concerning the Debtors that may be relevant to these Chapter 11 Cases; (h) investigate as to the fairness and process by which the Debtors arrived at the terms of the RSA, ring-fencing transactions and prepetition transactions among debtor and non-debtor entities; (i) negotiate and formulate of any proposed sale of any of the Debtors' assets, including pursuant to section 363 of the Bankruptcy Code; (j) communicate with the Committee's constituents in Furtherance of its responsibilities, including, but not limited to, communications required under section 1102 of the Bankruptcy Code; and (k) perform of all of the Committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules and the performance of such other services as are in the interests of those represented by the Committee. Kramer Levin will be paid at these hourly rates: Partners $850-$1,250 Counsel $925-$1,195 Special Counsel $840-$965 Associates $460-$890 Paraprofessionals $250-$380 Kramer Levin will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Kramer Levin did not represent the Committee before being selected as its counsel on September 27, 2017. Kramer Levin's billing rates have not changed since the Petition Date. Kramer Levin has in the past represented, currently represents and may represent in the future certain Committee members and their affiliates in their capacities as official committee members in other chapter 11 cases and as set forth in this Application. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Kramer Levin is developing a budget and staffing plan for the period through December 31, 2017 that will be presented for approval by the Committee. Douglas H. Mannal, partner of Kramer Levin Naftalis & Frankel 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 (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Kramer Levin can be reached at: Douglas H. Mannal, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 6th Ave New York, NY 10036 Tel: (212) 715-9313 Fax: (212) 715-8000 E-mail: dmannal@kramerlevin.com About Seadrill Limited Seadrill Limited is a deepwater drilling contractor, providing drilling services to the oil and gas industry. It is incorporated in Bermuda and managed from London. Seadrill and its affiliates own or lease 51 drilling rigs, which represents more than 6% of the world fleet. As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled individuals across 22 countries and five continents to operate their drilling rigs and perform various other corporate functions. As of June 30, 2017, Seadrill had $20.71 billion in total assets, $10.77 billion in total liabilities and $9.94 billion in total equity. Seadrill reported a net loss of US$155 million on US$3.17 billion of total operating revenues for the year ended Dec. 31, 2016, following a net loss of US$635 million on US$4.33 billion of total operating revenues for the year ended in 2015. After reaching terms of a reorganization plan that would restructure $8 billion of funded debt, Seadrill Limited and 85 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-60079) on Sept. 12, 2017. Together with the chapter 11 proceedings, Seadrill, North Atlantic Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan") commenced liquidation proceedings in Bermuda to appoint joint provisional liquidators and facilitate recognition and implementation of the transactions contemplated by the RSA and Investment Agreement. Simon Edel, Alan Bloom and Roy Bailey of Ernst & Young serve as the joint and several provisional liquidators. In the Chapter 11 cases, the Company has engaged Kirkland & Ellis LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor, and Alvarez & Marsal as restructuring advisor. Willkie Farr & Gallagher LLP, serves as special counsel to the Debtors. Slaughter and May has been engaged as corporate counsel, and Morgan Stanley serves as co-financial advisor during the negotiation of the restructuring agreement. Advokatfirmaet Thommessen AS serves as Norwegian counsel. Conyers Dill & Pearman serves as Bermuda counsel. PricewaterhouseCoopers LLP UK, serves as the Debtors' independent auditor; and Prime Clerk is their claims and noticing agent. On September 22, 2017, the U.S. Trustee for the Southern District of Texas appointed the official committee of unsecured creditors. The Committee hired Kramer Levin Naftalis & Frankel LLP, as counsel, Cole Schotz P.C., as local and conflict counsel. SEADRILL LIMITED: Panel Hires Cole as Local and Conflict Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Seadrill Limited, and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to retain Cole Schotz P.C., as local and conflict counsel to the Committee. The Committee requires Cole to: a. advise the Committee with respect to its rights, duties, and powers in the Chapter 11 cases; b. assist and advise the Committee in its consultations with the Debtors relative to the administration of the Chapter 11 cases; c. assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims; d. assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of the Debtors' business; e. assist the Committee in its investigation of the liens and claims of the Debtors' lenders and the prosecution of any claims or causes of action revealed by such investigation; f. assist the Committee in its analysis of, and negotiations with, the Debtors or any third-party concerning matters related to, among other things, the assumption or rejection of 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 Debtors and accompanying disclosure statements and related plan documents; g. assist and advise the Committee in communicating with unsecured creditors regarding significant matters in the Chapter 11 cases; h. represent the Committee at hearings and other proceedings; i. review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; j. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interest and objectives; k. prepare any pleadings, including motions, memoranda, complaints, adversary complaints, objections or comments in connection with any of the foregoing; and l. perform such other legal services as may be required or requested or as may otherwise be deemed in the interest 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. Cole will be paid at these hourly rates: Members $430-$900 Associates $260-$460 Paralegals $175-$300 Cole will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Cole Schotz did not represent the Committee before its formation on September 22, 2017. The firm's billing rates have not changed since the petition date. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Cole Schotz is developing a budget and staffing plan for the period through December 31, 2017 that will be presented for approval by the Committee. Michael D. Warner, partner of Cole Schotz 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 (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Cole can be reached at: Michael D. Warner, Esq. COLE SCHOTZ P.C. 301 Commerce Street, Suite 1700 Forth Worth, TX 76102 Tel: (817) 810-5250 About Seadrill Limited Seadrill Limited is a deepwater drilling contractor, providing drilling services to the oil and gas industry. It is incorporated in Bermuda and managed from London. Seadrill and its affiliates own or lease 51 drilling rigs, which represents more than 6% of the world fleet. As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled individuals across 22 countries and five continents to operate their drilling rigs and perform various other corporate functions. As of June 30, 2017, Seadrill had $20.71 billion in total assets, $10.77 billion in total liabilities and $9.94 billion in total equity. Seadrill reported a net loss of US$155 million on US$3.17 billion of total operating revenues for the year ended Dec. 31, 2016, following a net loss of US$635 million on US$4.33 billion of total operating revenues for the year ended in 2015. After reaching terms of a reorganization plan that would restructure $8 billion of funded debt, Seadrill Limited and 85 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-60079) on Sept. 12, 2017. Together with the chapter 11 proceedings, Seadrill, North Atlantic Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan") commenced liquidation proceedings in Bermuda to appoint joint provisional liquidators and facilitate recognition and implementation of the transactions contemplated by the RSA and Investment Agreement. Simon Edel, Alan Bloom and Roy Bailey of Ernst & Young serve as the joint and several provisional liquidators. In the Chapter 11 cases, the Company has engaged Kirkland & Ellis LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor, and Alvarez & Marsal as restructuring advisor. Willkie Farr & Gallagher LLP, serves as special counsel to the Debtors. Slaughter and May has been engaged as corporate counsel, and Morgan Stanley serves as co-financial advisor during the negotiation of the restructuring agreement. Advokatfirmaet Thommessen AS serves as Norwegian counsel. Conyers Dill & Pearman serves as Bermuda counsel. PricewaterhouseCoopers LLP UK, serves as the Debtors' independent auditor; and Prime Clerk is their claims and noticing agent. On September 22, 2017, the U.S. Trustee for the Southern District of Texas appointed the official committee of unsecured creditors. The Committee hired Kramer Levin Naftalis & Frankel LLP, as counsel, Cole Schotz P.C., as local and conflict counsel. SEATEQ CORPORATION: Hires SB Law as Special Counsel --------------------------------------------------- Seateq Corporation, seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ SB Law, as special counsel to the Debtor. Seateq Corporation requires SB Law to file and prosecute a collection lawsuit against a Vietnamese company known as Hung Dao Container Joint Stock Company. The amount of the Hung Dao receivable is $394,086. SB Law will be paid based upon its normal and usual hourly billing rates. Pre-petition, SB Law received a total fee of $3,900. As of July 20, 2017, the petition date, SB Law was owed the amount of $5,420. SB Law agreed to receive the $5,420 directly from Mr. Bjorn Ervell, vice president of the Debtor. SB Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Nguyen Thanh Ha, chairman of SB Law, 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. SB Law can be reached at: Nguyen Thanh Ha, Esq. SB LAW 18th Floor Centre Building Hapulico Complex, No 85 Vu Trong Phung Street Thanh Xuan District, Hanoi Tel: 0904 340 664 Website: ha.nguyen@sblaw.vn About Seateq Corporation Based in San Francisco, California, Seateq Corporation has purchased intermodal shipping containers from the suppliers in North America for over 20 years, originally as "Seateq Trading," then "Seateq LLC" and finally "Seateq Corporation". Seateq Corporation was incorporated in 2002. The containers were purchased and resold to corporations, US Military and retail to private individuals. Seateq remained current with the payments due for said purchases until very recently. Seateq Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-30697) on July 20, 2017. The petition was signed by Bjorn Ervell, chief executive officer. At the time of filing, the Debtors estimated $500,000 to $1 million in total assets and $1 million to $10 million in total liabilities. Judge Hannah L. Blumenstiel presides over the case. Matthew D. Metzger, Esq., at Belvedere Legal, PC, represents the Debtor. The Debtor hired SB Law, as special counsel. SENIOR COMMUNITY HOUSING: Hires Mihel Law as Litigation Counsel --------------------------------------------------------------- Senior Community Housing Long Beach, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Mihel Law, as special litigation counsel to the Debtor. Senior Community requires Mihel Law to: a. file all necessary motions; b. file responses, objections or replies to all motions; c. represent in court for all motions and any evidentiary hearing resulting from those motions; d. object to claims and any hearings resulting from those objections; e. file and prosecute contempt motions for violation of court orders; f. represent in State Court for any matter returned to State Court as a result of an Order of the Bankruptcy Court; g. consult with the Debtor's representative concerning documents needed and reports to be prepared and consult with real estate counsel regarding title and other issues; h. prepare, submit and prosecute of any adversary proceedings that may be necessary to the case including but not limited to determining the validity of foreclosure proceedings and unlawful detainer proceedings; and i. provide any other services on matters that may arise during the administration of the chapter 11 case, which involves a contested matter. Mihel Law will be paid at these hourly rates: Attorneys $200-$350 Associates $250 Paralegals $125 Law Clerks $75 Mihel Law will be paid a retainer in the amount of $7,500. Mihel Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Monica A. Mihell, a partner of Mihel Law, 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. Mihel Law can be reached at: Monica A. Mihell, Esq. MIHEL LAW 401 Wilshire Blvd. F1 12 Santa Monica, CA 90401 Tel: (424) 252-4729 About Senior Community Housing Long Beach, LLC Senior Community Housing Long Beach, LLC, based in Winnetka, California, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 17-12260) on August 24, 2017. The Hon. Maureen Tighe presides over the case. Michael R Totaro, Esq., at Totaro & Shanahan, serves as bankruptcy counsel, Mihel Law, as special litigation counsel. In its petition, the Debtor indicated $1.65 million in total assets and $6.66 million in total liabilities. The petition was signed by Dean R. Isaacson, president of the Debtor's managing partner. The Office of the U.S. Trustee on Oct. 18 appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Senior Community Housing Long Beach, LLC. SHERIDAN FUND II: S&P Hikes ICRs to CCC+ Amid Debt Restructuring ---------------------------------------------------------------- Sheridan Fund II issued a new $388 million unsecured term loan, and it used the proceeds, along with $64 million of limited partner (LP) equity, to pay down its existing revolving credit facilities. Also, the company received a borrowing base holiday to March 1, 2019. While total debt was only reduced to $1.006 billion from $1.07 billion, the new debt allows the company to pay its interest completely in kind for the first two years of its life, which should provide slightly more financial flexibility. S&P Global Ratings is thus raising its long-term issuer credit ratings on Sheridan Production Partners II-A, Sheridan Investment Partners II, and Sheridan Production Partners II-M (collectively referred to as "Sheridan Fund II") to 'CCC+' from 'CCC-'. The outlook is negative. S&P said, "At the same time, we raised the issue ratings on the revolving credit facility and the senior secured term loan to 'B' from 'CCC' and 'D', respectively. We revised the recovery rating on the revolving credit facility and the senior secured term loan to '1' from '2', indicating we now expect very high (90%-100%, rounded estimate: 95%) recovery to creditors in the event of a default. We also assigned a '2' recovery rating, indicating our expectation for substantial recovery (70%-90%, rounded estimate: 85%) to creditors in the event of a default, and a 'B-' issue rating to the subordinated term loan." S&P said, "The upgrade reflects the increased financial flexibility that comes with a new subordinated term loan. Continued redeterminations of the company's borrowing base caused Sheridan Fund II to be forced to reduce debt significantly. Because of the volatility in oil prices and weak liquidity, Sheridan Fund II conducted a number of discounted prepayments on its senior secured term loan. We viewed these as tantamount to a default. "The negative outlook reflects our opinion that the company will be dependent on favorable oil and gas prices to avoid another default or restructuring once the borrowing base holiday expires. We believe the company will use most of its cash flow on capital expenditures over the next year and that liquidity will remain limited. "We could downgrade the company if we believe that a default becomes imminent over the next 12 months. This could happen if oil and gas prices decline and we believe it is likely that the company will be unlikely to make interest payments, or if we believe that the company will pursue further distressed restructurings of its capital structure. "We could upgrade the company if we believe that commodity prices have stabilized at a higher level and the company is no longer dependent upon favorable business conditions to avoid subsequent defaults." SHOOT THE MOON: Third Amended Disclosure Statement OK'd ------------------------------------------------------- Judge Terry L. Myers of the U.S. Bankruptcy Court for the District of Montana approved Shoot the Moon, LLC's third amended disclosure statement, dated Oct. 6, 2017, to accompany its proposed plan of liquidation. Hearing on confirmation of the plan of liquidation will be held on Nov. 20, 2017, at 10:00 a.m. in the U.S. Bankruptcy Courthouse, Charles M. Pray Courtroom, 125 Central Avenue West, Great Falls, Montana. Nov. 13, 2017, is fixed as the last day for filing and serving written objections to confirmation of the plan, and for filing written acceptances or rejections of the plan. All objections to confirmation must be filed and served no later than 4:30 p.m. About Shoot The Moon Shoot The Moon, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Mont. Case No. 15-60979) on Oct. 21, 2015. Gary S. Deschenes, Esq., at Deschenes & Associates, serves as the Debtor's bankruptcy counsel. Prior to the Petition Date, the Debtor, through approximately 19 separate entities operated 11 Chili's restaurants, 3 On the Border restaurants, and two Moonshine Grill restaurants in the states of Idaho, Montana, and Washington. In a stipulation filed Oct. 26, 2015, the Debtor, the United States Trustee and five creditors agreed that "the spirit and intent of 11 U.S.C. Sec. 1104(a)(2) w[ould] be served if the Court order[ed] the appointment of a Chapter 11 Trustee." The Court conditionally approved the appointment of Jeremiah Foster as Trustee on Oct. 28, 2015, and thereafter appointed Jeremiah Foster as Trustee without condition on Nov. 5, 2015. SMI ACQUISITION: Moody's Assigns B3 CFR; Outlook Stable ------------------------------------------------------- Moody's Investors Service assigned SMI Acquisition Inc. (Strategic Materials Holding Corp.) a B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating. At the same time, Moody's assigned a B2 rating to SMI Acquisition Inc.'s proposed first-lien senior secured revolving credit and first-lien senior secured term loan facilities and a Caa2 rating to its proposed second-lien senior secured term loan. The rating outlook is stable. The rating assignments follow the company's plan to raise $355 million of new senior secured debt -- a $40 million first-lien revolving credit facility, a $235 million first-lien term loan and an $80 million second-lien term loan -- to help fund the acquisition of scrap-glass processor Strategic Materials Holding, Inc. (Strategic Materials) by private equity sponsor Littlejohn & Co., LLC. Moody's took the following rating actions on SMI Acquisition Inc., which will become Strategic Materials Holding Corp. upon closing of the transaction: - Corporate Family Rating assigned at B3 - Probability of Default Rating assigned at B3-PD - First-Lien Senior Secured Revolving Credit Facility assigned at B2 (LGD3) - First-Lien Senior Secured Term Loan assigned at B2 (LGD3) - Second-Lien Senior Secured Term Loan assigned at Caa2 (LGD5) - Rating outlook stable RATINGS RATIONALE The B3 CFR reflects Strategic Materials' small scale (pro forma revenues of about $260 million), highlighting what has historically been a steady but modest-growth operating model that has produced limited free cash flow (cash flow from operations less capital expenditures). Pro forma leverage is high, increasing to approximately 6x, placing greater importance on generating stronger free cash flow to reduce debt and improve financial flexibility. Additionally, the company has significant supplier and customer concentration as well as heavy reliance on the state of California in generating revenues and earnings. Favorably, the company's supply of glass benefits from recycling regulations/mandates, particularly those with weight requirements or targets. Contracted demand for recycled glass/cullet provides top-line stability as key end markets, containers and fiberglass, are expected to maintain current, though moderate growth trajectories. Strategic Materials is the North American leader in glass recycling and within its niche focus has the footprint from which to further expand into Mexico and Latin America where glass container usage is significantly higher than in the US. Differentiated processing capabilities such as fine grind technology are boosting growth in higher-margin product lines such as abrasives and flat glass which could enhance margins and cash generation based on recent trends. A largely variable cost structure provides flexibility to adjust to changes in market conditions, lessening the potential impact from a sharp drop in demand. Strategic Materials is the leading supplier of recycled glass, known as cullet, in North America and plays a key role in the supply chain of glass manufacturing. Glass supply is obtained from national solid waste companies who accumulate glass through recycling collections, container deposit glass programs and from flat glass manufacturers that generate post-industrial scrap. Exclusive supply contracts ranging from 3-10 years as well as long-running customer relationships (average 20+ years) with contracts that include minimum thresholds and price increases provide stability to the operating model. Key end markets include containers that are primarily for the food and beverage industry, namely alcohol packaging, and fiberglass for insulation in the residential and commercial construction industries. Despite modest growth rates, glass container production volumes have been stable for over a decade. Fiberglass demand can be cyclical as it is more closely correlated to economic cycles but is currently trending positively as housing starts continue an uneven climb towards 1.5 million units, widely considered a long-term run rate. In addition, other end markets consisting of abrasives, flat glass and highway safety bead support growth prospects over the next 12-18 months. While the company has less than $300 million in revenues, relative to industry peers it is easily the undisputed domestic leader in glass processing and recycling. With contracted access to supply, unmatched scale and diverse processing technologies, Strategic Materials is well-positioned to benefit from all parts of the glass manufacturing supply chain. Strategic Materials' adequate liquidity profile includes negligible cash on the balance sheet but is supported by the expectation for free cash flow in the $10 million range over the next twelve months. With this proposed financing, the company is putting in place a $40 million revolving credit facility set to expire in 2022 - pro forma availability is expected to be the entire $40 million. The facility is subject to only a springing total net leverage ratio tested if the aggregate amount of outstanding borrowings exceeds a set percentage of the facility. The term loans do not have financial maintenance covenants. There are no near-term debt maturities and less than $3 million of annual amortization payments required on the first-lien term loan. With the revolving facility and first and second-lien secured term loans, there are limited sources of alternate liquidity as substantially all assets are pledged. The rating outlook is stable, indicative of Moody's expectations for revenue growth, driven by a significant, contracted, supply of glass and steadily increasing demand for cullet, to gradually accelerate to levels greater than normal GDP expansion. Margins are expected to modestly strengthen with growth in higher-margin abrasives and highway bead offsetting Moody's anticipation of higher costs to obtain recycled glass supply. Free cash flow generation should steadily increase with stronger earnings and capital expenditure needs that are expected to run at 6-7% of revenues over the next couple of years. Higher than anticipated growth in revenues and margins, buoyed by lower than expected costs to acquire and process recyclable glass and/or sharply stronger demand for cullet, especially for uses outside of low-growth container demand, could result in an upgrade. Reduced reliance on the state of California would also be viewed favorably. Debt-to-EBITDA below 5x on a sustained basis and free cash flow-to-debt in the low-to-mid single digit range would be necessary for an upgrade. The ratings could be downgraded if debt-to-EBITDA remains near 6x or if free cash flow is flat-to-weaker than historical levels. Weaker free cash flow would likely indicate a deteriorating liquidity position, which would also place downward pressure on the ratings. A lack of revenue growth, possibly due to weaker demand in the non-container end markets (e.g. softening in the housing and construction markets) or unfavorable developments on recycling initiatives could also negatively impact the ratings. Strategic Materials, Inc. is an environmental services company focused on recycling and processing scrap glass (92% of revenues), known as cullet, as well as processing post-industrial scrap plastic (8% of revenues). Cullet is a necessary input to the glass manufacturing process and utilized across multiple end markets and product categories such as containers, fiberglass, abrasives, flat glass and a range of other industrial applications. Latest twelve month revenues for the period ending June 30, 2017 were approximately $250 million. The principal methodology used in these ratings was Environmental Services and Waste Management Companies published in June 2014. SPECTRUM HEALTHCARE: Convenience Claimants' Recovery Reduced to 5% ------------------------------------------------------------------ Spectrum Healthcare Manchester, LLC, filed with the U.S. Bankruptcy Court for the District of Connecticut a first amended disclosure statement for its proposed plan of reorganization dated Oct. 13, 2017. The latest plan provides that an additional $75,000 of the Debtor's Professional Fees and an additional $100,000 of the Committee's Professional Fees will be paid from the Exit Financing Facility upon the closure of the Exit Financing Facility. An additional $80,000 of the Debtor's Professional Fees will be satisfied from the collateral of the Debtors other than Manchester, pursuant to the carve-out provided for in the Cash Collateral Orders entered in the case. Provided the carve-out amounts are satisfied, the Debtor Professionals will be forever barred and estopped from asserting any claim for professional fees against MidCap. The balance of any unpaid allowed Professional Fees will be satisfied from any excess cash generated by the Reorganized Debtor. The Committee Professional Fees will be capped at $121,250. The treatment of Class 4 convenience class claimants has also been modified. A Convenience Claim is an Allowed Unsecured Claim that is $2,000 or less. Each Holder of an allowed Convenience Claim will receive from the Debtor cash equal to 5% of the allowed amount of such Convenience Claim, except to the extent that such Holder of an allowed Convenience Claim has been paid by the Debtor prior to the Effective Date and except to the extent that such Holder agrees to less favorable treatment. The previous plan proposed to pay this class 50% of their allowed convenience claim. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/ctb16-21635-577.pdf About Spectrum Healthcare Spectrum Healthcare, LLC, and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos. 16-21635 to 16-21639) on Oct. 6, 2016. The petitions were signed by Sean Murphy, chief financial officer. The Debtors are represented by Elizabeth J. Austin, Esq., Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley, LLC. Blum, Shapiro & Co., P.C. serves as their accountant and financial advisor. At the time of filing, the Debtors listed these assets and liabilities: Total Estimated Assets Liabilities ---------- ----------- Spectrum Healthcare $282,369 $500K-$1M Spectrum Healthcare Derby $2,068,467 $1M-$10M Spectrum Healthcare Hartford $4,188,568 N/A Spectrum Healthcare Manchester, LLC $2,729,410 N/A Spectrum Healthcare Torrington, LLC $3,321,626 N/A William K. Harrington, the U.S. Trustee for the District of Connecticut, appointed Nancy Shaffer, M.A., a member of the Connecticut Long Term Care Ombudsman's Office, as the Patient Care Ombudsman for Spectrum Healthcare Derby, LLC, Spectrum Healthcare Hartford, LLC, Spectrum Healthcare Manchester, LLC, and Spectrum Healthcare Torrington, LLC. Spectrum Healthcare and its affiliates previously filed Chapter 11 petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012. STEEPLE RUN: Seeks December 27 Plan Exclusivity Extension --------------------------------------------------------- One State Street Associates, L.P., Island View Crossing II, L.P., Calnshire Estates, LLC and Steeple Run, L.P. ask the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to extend the period during which each Debtor has the exclusive right to file a plan of reorganization, from the current expiration date to December 27, 2017, as well as the period during which the Debtor has the exclusive right to solicit acceptances of such plan, from the current expiration date to February 25, 2018. This is the Debtors' first request for an extension of their exclusive periods, which represents a proposed extension of each period for 60 to 69 additional days. Specifically, State Street seeks a 69-day extension of its exclusivity periods to align with the exclusivity periods sought by Island View, Calnshire and Steeple Run which have sought 60-day extensions. On August 4, 2017, Prudential Savings Bank filed its Motion seeking conversion of the Chapter 11 Bankruptcy Cases to Chapter 7 or, in the alternative, appointment of a Chapter 11 Trustee in each of the Debtors' four related Bankruptcy Cases. On August 24, 2017, Island View filed its Motion seeking authority to obtain post-petition financing. Recognizing the overlap of issues and facts between the Conversion Motions and the DIP Financing Motion, the Debtors and Prudential entered into a Stipulated Order setting discovery, pre-hearing and hearing scheduled for the Conversion Motions and for the Debtors' Post-Petition Financing Motion which, inter alia, established a consolidated hearing on both motions which was approved by the Court on August 24, 2017. By agreement of the parties, and thereafter by Order dated September 19, 2017, the consolidated hearings on the Conversion Motions and the DIP Financing Motion were continued to October 16, 2017 and October 19, 2017. While the Debtors would prefer to conclude their chapter 11 cases expeditiously, the Debtors submit that they are still in the early stage of their cases. The Debtors believe that the extension of the exclusive periods is warranted and appropriate considering that the final resolution of the Conversion Motions and the DIP Financing Motion will have a material effect on their ability and/or options to reorganize its affairs. Against the backdrop of this uncertainty, the Debtors assert that it would be premature, as well as a waste of time, effort and resources, including judicial resources, to require them to file a plan by October 19, 2107 to maintain its right to exclusivity. In addition, the Debtors believe that the requested extension of exclusivity periods will afford Island View with the time required to finalize and close on its DIP financing which in turn will allow all of the Debtors to move forward with a plan that provides for the maximum return to their creditors. About One State Street Associates and Affiliates Island View, Calnshire Estates, and Steeple Run, are affiliates of One State Street Associates which filed a voluntary petition on June 21, 2017 (Bankr. E.D. Pa. Case No. 17-14291). The Debtors are managed by Renato J. Gualtieri, a real estate developer based in Langhorne, PA. Island View Crossing II, L.P., Calnshire Estates, LLC, and Steeple Run, LP filed their respective Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 17-14454, 17-14457 and 17-14458, respectively), on June 30, 2017. The Debtors' individual cases have not been ordered to be jointly administered or consolidated and thus, each Debtor has its own separate bankruptcy estate. The Hon. Eric L. Frank presides over these cases. The petitions were signed by Renato J. Gualtieri, president of corporate general partner. The Debtors are represented by David B. Smith, Esq. at Smith Kane Holman, LLC. At the time of the filing, the Debtors estimated their assets and debts at $1 million to $10 million, except for Calnshire Estates, which estimated its assets to be between $10 million to $50 million. STEIN PROPERTIES: Can Use FNB Cash Collateral Through Feb. 28 ------------------------------------------------------------- Upon consideration of the motion filed by First National Bank of prohibiting use of cash collateral and pursuant to the agreement reached by the Parties, Judge David E. Rice of the U.S. Bankruptcy Court for the District of Maryland authorized Stein Properties, Inc., to use cash collateral during the period from Oct. 18, 2017 through Feb. 28, 2018. A further hearing to consider the continued use of cash collateral will be held on Nov. 6, 2017 at 3:00 p.m. The Debtor is authorized to use cash collateral, but only in the amounts and for the purposes set forth in the budget and to the extent such payment would result in an adverse variance of more than 10% with respect to the applicable category of the budget. The Debtor will prepare and deliver to First National Bank a report for the period ending as of the preceding month, of actual receipts, expenditures, and ending cash compared to the Budget, which will include a description of any material variances and the reason therefore. The Debtor agrees to provide promptly to First National Bank, through its counsel, such additional information and documents as First National Bank may reasonably request including, but not limited to, financial statements, A/R reports, copies of contracts, and bank statements for the Debtor's debtor-in-possession account. As adequate protection to First National Bank of its interest in the collateral: A. First National Bank is granted valid and perfected security interests and replacement liens in all currently owned or hereafter acquired property of the Debtor of any kind or nature, whether real or personal to secure any collateral diminution to the same extent, and in the same priority, as First National Bank's lien on the collateral. B. First National Bank will receive from the Debtor on the first business day of each month adequate protection payments in the amount of $23,123.48 as set forth in the Budget for "Bank Payments," which payments are agreed adequate protection payments to First National Bank for the interim payments due under the Note and under First National Bank's second deed of trust note. C. The Adequate Protection Payments will constitute allowed administrative expense claims under the Bankruptcy Code, with priority in payment over any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code, and unsecured claims. These claims of First National Bank will be subordinate to (1) the quarterly fees required to be paid pursuant to 28 U.S.C. Section 1930(a)(6), (ii) any fees payable to the Clerk of the Bankruptcy Court (but not including any bond required to be posted), and (iii) the payment of allowed fees and expenses incurred by professionals retained by the Debtor in an aggregate amount not to exceed $35,000. A full-text copy of the Interim Consent Order, dated Oct. 18, 2017, is available at http://tinyurl.com/y85kqjkd Counsel for First National Bank of Pennsylvania: Scott R. Robinson, Esq. Hofmeister & Breza 11019 McCormick Road, Suite 400 Hunt Valley, MD 21031 Phone: 410-828-4442 About Stein Properties Based in Columbia, Maryland, Stein Properties, Inc., filed a voluntary Chapter 11 petition (Bankr. D. Md. Case No. 17-22680) on Sept. 22, 2017. The case is assigned to Judge David E. Rice. At the time of filing, the Debtor estimates $1,000,001 to $10 million in assets and $10,000,001 to $50 million in liabilities. Lawrence A. Katz, at Hirschler Fleischer,.0 represents the Debtor as counsel. STICHTER & STICHTER: Court Approves Disclosure Statement -------------------------------------------------------- Judge Robert E. Grant of the U.S. Bankruptcy Court for the Northern District of Indiana approved Stichter & Stichter Trucking, LLC's disclosure statement filed on August 25, 2017, as modified on Sept. 28, 2017. Stichter & Stichter Trucking, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ind. Case No. 17-40044) on Feb. 21, 2017, estimating under $1 million in assets and liabilities. The Debtor is represented by David A. Rosenthal, Esq. STONE OAK: Unsecureds to Receive 3% Under Proposed Plan ------------------------------------------------------- Stone Oak Investments, LLC, filed with the U.S. Bankruptcy Court for the District of Ohio a disclosure statement to accompany its plan of reorganization. The Debtor's Plan proposes to pay creditors from cash infusions of capital from the Debtor's principal, Bonnie Sue Ostrander. Based on this proposal, the Debtor has obtained an order from the Court allowing it to establish a special account under Bankruptcy Rule 3020 for the purpose of partially implementing this Plan. At the time of the filing of this Disclosure Statement, this account had or will have more or less a balance of $11,283 with all the funds coming from Ms. Ostrander. The Debtor's proposed Plan provides for three classes of secured claims; one class of unsecured claims; and one class of equity security holders. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 3 cents on the dollar. The proposed Plan also provides for the payment of administrative and priority claims. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ohnb17-31741-42.pdf About Stone Oak Investment LLC Stone Oak Investment, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 17-31741) on June 1, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Eric R. Neuman, Esq., at Diller and Rice. STOP ALARMS: Ch.11 Trustee Hires Hope Shelby as Accountant ---------------------------------------------------------- Michael E. Collins, the Chapter 11 Trustee of Stop Alarms Holdings, Inc., and Stop Alarms, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, to retain Hope Shelby as accountant. Services required of Ms. Shelby are: a. prepare monthly operating reports; b. file federal tax returns; and c. provide general accounting services. Ms. Shelby's customary billing rate is $100.00 per hour for general accounting and $125.00 for tax-related work. Ms. Shelby attests that she has no interests adverse to the Trustee, the Debtors, their creditors, or any other party in interest, their respective attorneys and accountants in this case, the U.S. Trustee, and any person employed in the Office of the U.S. Trustee. Ms. Shelby can be reached through: Hope Shelby, CPA HOPE M SHELBY CPA 30 S. Court Street Alamo, TN 38001 Phone: (731) 696-3078 Fax: (731) 696-3074 About Stop Alarms Headquartered in Memphis, Tennessee, Stop Alarms -- http://www.stopalarmsystems.com/-- is a security company providing security solutions for every aspect of security and life safety across the residential and commercial marketplace. It provides home security and automation via an Alarm.com enabled iPhone, iPad, Android, and other mobile apps. Stop Alarms Holdings, Inc. and affiliate Stop Alarms, Inc. filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 17-57661) on April 28, 2017. Patrick Massey, president, signed the petitions. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, serves as the Debtors' bankruptcy counsel. The Debtors tapped Alexander Thompson Arnold PLLC as public accountants. Stop Alarms Holdings estimated assets of less than $500,000 and liabilities of $1 million to $10 million. SAI estimated assets of less than $1 million and liabilities of $1 million to $10 million. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 cases of Stop Alarms Holdings, Inc. and Stop Alarms, Inc. as of June 7, according to a court docket. STRATEGIC MATERIALS: S&P Assigns B CCR Amid Littlejohn Transaction ------------------------------------------------------------------ SMI Group Ultimate Holdings Inc., parent of Houston-based environmental services company Strategic Materials Holdings Corp., has entered into an agreement to be acquired by private equity firm Littlejohn & Co. LLC. As part of the leveraged buyout financing, Strategic Materials intends to issue about $315 million in debt, consisting of a $235 million, seven-year first-lien term loan and an $80 million second-lien term loan, and will also put in place a $40 million, five-year first-lien revolving credit facility, which is expected to be undrawn at close. S&P Global Ratings is thus assigning its 'B' corporate credit rating to Houston–based Strategic Materials Holdings Corp. The outlook is stable. S&P said, "Simultaneously, we assigned our 'B' issue-level rating to the company's proposed first-lien facilities (consisting of a $40 million revolving credit facility and $235 million first-lien term loan). The recovery rating is '3', indicating our expectation of meaningful (50%-70%; rounded estimate: 60%) recovery for lenders in the event of a payment default. "We also assigned our 'CCC+' issue-level rating to the company's proposed $80 million second-lien term loan. The recovery rating is '6', indicating our expectation of negligible (0%-10%; rounded estimate: 5%) recovery in the event of a default. "Our ratings on Strategic Materials' reflect our view of the company's small size in the highly competitive and fragmented North American environmental services market, very meaningful customer and supplier concentration, narrow scope of operations, limited product offering, high leverage, and potential for aggressive financial policies stemming from the company's financial sponsor ownership. In our view, these constraints are only partially mitigated by the company's stable end markets, long-term customer relationships, a highly variable cost structure, relatively attractive EBITDA margins, and favorable secular trends around using cullet (crushed recovered glass) in the glass manufacturing process. This provides good prospects for growth over the next several years. "The stable outlook on Strategic Materials reflects our expectation that stable glass packaging volumes in North America, secular trends around using cullet in glass manufacturing, and a variable cost structure flexibility will allow the company to improve leverage below 6.25x and FFO to adjusted debt in the high–single-digit to low-teens percentage range over the next 12 months. "We could lower our rating on Strategic Materials if its S&P Global Ratings-adjusted debt to EBITDA increases over 7x with no clear prospects for improvement in the next 12 months. This could occur if there is a significant decline in earnings due to end-market weakness, loss of key customers, or supplier issues. We could also lower the rating if the company pursues debt-financed acquisitions or makes sponsor-related payments that push leverage above 7x. "An upgrade is unlikely within the next 12 months given our expectation that leverage will remain elevated and the aggressive financial policies associated with the private equity ownership that we believe will be onerous on leverage. Nevertheless, we could raise our rating on Strategic Materials if stronger-than-expected operating performance leads to improved credit measures, such that the company sustains our adjusted debt to EBITDA below 5x and demonstrates a more modest financial policy that would support sustaining it. We could also raise our ratings if the company improves its scale with that of larger environmental services peers." SUPERVALU INC: S&P Alters Outlook to Negative Amid Rising Leverage ------------------------------------------------------------------ S&P Global Ratings revised its outlook on Minnesota-based Supervalu Inc. to negative from stable and affirmed its 'B+' corporate credit rating on the company. S&P said, "At the same time, we affirmed our 'BB-' issue-level and '2' recovery ratings on the company's term loan facility. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 85%) recovery in the event of a payment default. "We also affirmed our 'B-' issue-level and '6' recovery ratings on the company's senior unsecured notes. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "The outlook revision reflects our view that Supervalu's credit metrics will weaken through fiscal 2018 as the company adds incremental debt with asset-based lending (ABL) borrowings to partially fund the purchase of wholesale distributor Associated Grocers of Florida (AG Florida). In our view, this acquisition, while strategic, will delay Supervalu's pace of deleveraging, perhaps leaving credit protection metrics stretched for the rating longer than we anticipated. We believe the transaction indicates that the company is prioritizing strategic mergers and acquisitions (M&A) over debt reduction for an attractive transaction. "The negative outlook on Supervalu reflects the risk that the company will not deleverage consistent with our base case and that credit metrics, including adjusted debt to EBITDA, will remain at the weaker end of the rating range. The outlook also captures our view that persistent soft operating results in the company's retail segment and difficult industry conditions could challenge earnings and limit Supervalu's ability to reduce leverage through EBITDA growth. "We could lower the rating over the next year if we expect adjusted leverage will remain 5x or more on a sustained basis. This could occur if the company prioritizes growth through additional debt-funded acquisitions or adopts a more shareholder-friendly policy over deleveraging. Leverage could also be pressured if challenging industry conditions in wholesale or retail soften operating trends, leading to EBITDA growth falling more than 10% below our expectations. "We would consider revising the outlook to stable if the company clearly demonstrates a commitment to deleveraging its balance sheet faster than we anticipate while successfully integrating its recent acquisitions. For this to occur, we would also expect stabilizing operating performance in the company's retail business." SWAGAT HOTELS: 2704 Positive Buying McHenry Property for $1.3M -------------------------------------------------------------- Swagat Hotels, LLC, filed with the U.S. Bankruptcy Court for the District of Maryland a notice of (i) its sale of improved commercial real property commonly known as 2704 Deep Creek Drive, McHenry, Maryland, at which it operates a hotel trading as the Quality Inn - McHenry, along with furniture, fixtures and equipment used in connection with the real property, to 2704 Positive Associates, LP for $1,300,000, subject to higher and better offers; and (ii) its request to compensate HREC Investment Advisor, its Real Estate Agent/Broker. Objections, if any, must be filed no later than Nov. 7, 2017. The Debtor proposes to sell the Property free and clear of all liens, claims, encumbrances and interests. HREC will receive as commission, upon consummation of any sale, a real estate broker's commission in the amount equal to 5% of the purchase price to be paid solely from the proceeds of sales of the Property. About Swagat Hotels Swagat Hotels, LLC, doing business as Quality Inn Deep Creek Lake, is a Maryland Limited Liability Company operating a hotel trading as the Quality Inn - McHenry. Swagat Hotels sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-24255) on Oct. 27, 2016. The petition was signed by Nitin B. Chhibber, managing member. The case is assigned to Judge Wendelin I. Lipp. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. A court filing disclosed that an Official Committee of Unsecured Creditors has not yet been appointed in the Chapter 11 case. TAKATA CORP: Bar Date to File Airbag Injury Claims Set for Nov. 27 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware set deadlines for filings proofs of claim in TK Holdings Inc. and certain of its affiliates' Chapter 11 cases, including a deadline for asserting claims against any Debtor for monetary losses, personal injury, or death arising out of or relating to an airbag containing phase-stabilized ammonium nitrate propellant or their component parts, made or sold by the Debtors before they filed for bankruptcy. The deadlines are: a) for claims against any Debtors other than (i) PPIC claims and (ii) claims of governmental units, the deadline to file a claim is Nov. 27, 2017, at 5:00 p.m. (Eastern Time); b) for PPIC claims, the deadline to file a claim is Dec. 27, 2017, at 5:00 p.m. (Eastern Time); and c) for claims against any Debtors asserted by a governmental unit, the deadline to file a claim is Dec. 22, 2017, at 5:00 p.m. (Eastern Time). All proofs of claim must be filed: i) electronically through Prime Clerk's website by using TKRestructuring.com; or ii) by delivering the original proof of claim form to: a) by mail: TK Holdings Inc. Claim Processing Center c/o Prime Clerk LLC Grand Central Station PO Box 4850 New York, NY 10163-4850 - or - b) by overnight, courier or hand delivery: TK Holdings Inc. Claims Processing Center c/o Prime Clerk LLC 850 Third Avenue, Suite 412 Brooklyn, NY 11232 About Takata Corp Japan-based Takata Corporation (TYO:7312) -- http://www.takata.com/en/-- develops, manufactures and sells safety products for automobiles. The Company offers seatbelts, airbags, steering wheels, child seats and trim parts. Headquartered in Tokyo, Japan, Takata operates 56 plants in 20 countries with approximately 46,000 global employees worldwide. The Company has subsidiaries located in Japan, the United States, Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea, China and other countries. Takata Corp. filed for bankruptcy protection in Tokyo and the U.S., amid recall costs and lawsuits over its defective airbags. Takata and its Japanese subsidiaries commenced proceedings under the Civil Rehabilitation Act in Japan in the Tokyo District Court on June 25, 2017. Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S. and Mexican affiliates each filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.17-11375) on June 25, 2017. Together with the bankruptcy filings, Takata announced it has reached a deal to sell all its global assets and operations to Key Safety Systems (KSS) for US$1.588 billion. Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese proceedings. Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are serving as counsel in the U.S. cases. PricewaterhouseCoopers is serving as financial advisor, and Lazard is serving as investment banker to Takata. Ernst & Young LLP is tax advisor. Prime Clerk is the claims and noticing agent. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, KPMG is serving as financial advisor, Jefferies LLC is acting as lead financial advisor. UBS Investment Bank also provides financial advice to KSS. On June 28, 2017, TK Holdings, as the foreign representative of the Chapter 11 Debtors, obtained an order of the Ontario Superior Court of Justice (Commercial List) granting, among other things, a stay of proceedings against the Chapter 11 Debtors pursuant to Part IV of the Companies' Creditors Arrangement Act. The Canadian Court appointed FTI Consulting Canada Inc. as information officer. TK Holdings, as the foreign representative, is represented by McCarthy Tetrault LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Trade Creditors and a separate Official Committee of Tort Claimants. The Official Committee of Unsecured Creditors has selected Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F. Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, D.C., as its bankruptcy counsel. The Committee has also tapped Chuo Sogo Law Office PC as Japan counsel. The Official Committee of Tort Claimants selected Pachulski Stang Ziehl & Jones LLP as counsel. Gilbert LLP will evaluate of the insurance policies. Sakura Kyodo Law Offices will serve as special counsel. Roger Frankel, the legal representative for future personal injury claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and Ashby & Geddes PA to serve as co-counsel. Takata Corporation ("TKJP") and affiliates Takata Kyushu Corporation and Takata Services Corporation commenced Chapter 15 cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9, 2017, to seek U.S. recognition of the civil rehabilitation proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP, serves as Takata's counsel in the Chapter 15 cases. TINA JONES: LHP Capital Buying Murfreesboro Property for $2.5M -------------------------------------------------------------- Tina Marie Jones asks the U.S. Bankruptcy Court for the Middle District of Tennessee to authorize the sale of real property located at 3200 Manchester Hwy, Murfreesboro, Tennessee, consisting of her residence and approximately 34.84 acres, more or less, designated as Parcel/Tax ID 126 01300 in the property assessor's office for Rutherford County, Tennessee, to LHP Capital, LLC for $2,500,000. A hearing on the Motion is set for Nov. 21, 2017 at 9:00 a.m. The objection deadline is Nov. 10, 2017. The Debtor scheduled in her bankruptcy filing the property with a value of $3,300,000. It was the intention of the Debtor to sell the property and to pay her creditors in full. The proceeds of the sale will enable her to accomplish this goal. No real estate broker has been retained or dealt with in connection with this transaction. The Debtor has received various offers of purchase within the last six months and believes the Purchaser's offer is the approximate value of the Property. It is sufficient to satisfy all creditors of the estate. The Debtor and the Purchaser entered into the Real Estate Purchase Agreement on Oct. 4, 2017 for the sale of the Property for $2,500,000, free and clear of liens, claims, encumbrances, and interest. The Purchase Price is payable as follows: $195,000 Earnest Money is currently held by Tennessee Valley Title Insurance Co. and the balance, plus or minus pro-rations contemplated by the Purchase Agreement is immediately available funds on the Closing Date. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Tina_Jones_30_Sales.pdf Counsel for the Debtor: Paul E. Jennings, Esq. PAUL E. JENNINGS LAW OFFICES, P.C. 805 South Church Street, Suite 3 Murfreesboro, TN 37130 Telephone: (615) 895-7200 Facsimile: (615) 895-7294 E-mail: paulejennings@bellsouth.net Tina Marie Jones sought Chapter 11 protection (Bankr. M.D. Tenn. Case No. 17-05623) on Aug. 17, 2017. The Debtor tapped Paul E. Jennings, Esq., at Paul E. Jennings Law Offices, P.C. as counsel. TOP SHELV: Gets Approval to Hire Cook Pray as Appraiser ------------------------------------------------------- Top Shelv Worldwide, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Cook, Pray, Rexroth & Associates as its appraiser. The firm will conduct an appraisal of the Top Shelv dome facility. The cost to do an appraisal of the facility is $6,000. The Debtor paid the firm an initial retainer in the sum of $3,000. If additional work is needed such as depositions, court preparation and testimony, it would be billed at David Rexroth's hourly rate of $175. Mr. Rexroth, principal of Cook Pray, disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David Rexroth Cook, Pray, Rexroth & Associates 316 W. Court St. Flint, MI 4850 About Top Shelv Worldwide Top Shelv Worldwide, LLC, previously sought bankruptcy protection (Bankr. E.D. Mich. Case No. 15-21770) on Aug. 31, 2015. It sought protection under Chapter 11 of the Bankruptcy Code for a second time (Bankr. E.D. Mich. Case No. 17-21434) on July 14, 2017. Stanley Dulaney, its member, signed the 2017 petition. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Daniel S. Opperman presides over the case. Edward J. Gudeman, Esq., at Brian A. Rookard, Esq., at Gudeman and Associates, P.C., serve as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed. TOWERSTREAM CORP: Amends 4.4 Million Units Prospectus with SEC -------------------------------------------------------------- TowerStream Corporation amended its Form S-1 registration statement with the Securities and Exchange Commission relating to the offering of up to 4,411,765 units, assuming a public offering price of $5.10, the closing price of the Company's common stock on the OTCQB on Oct. 2, 2017, with each unit consisting of one share of the Company's common stock, $0.001 par value per share, and one warrant to purchase one share of its common stock. The warrants included within a Class A unit are exercisable immediately and have an exercise price of $_____ per share (125% of the public offering price) and expire five years from the date of issuance. The Class A units will not be issued or certificated. Purchasers will receive only shares of common stock and warrants. The shares of common stock and warrants may be transferred separately, immediately upon issuance. The offering also includes the shares of common stock issuable from time to time upon exercise of the warrants. The Company is also offering to those purchasers, whose purchase of Class A units in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company's outstanding common stock following the consummation of this offering, the opportunity to purchase, in lieu of the number of Class A units that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of the Company's outstanding common stock, a unit consisting of (i) one share of Series I convertible preferred stock, par value $.001 per share, convertible at any time at the holder's option into shares of common stock equal to $1,000 divided by $__, the public offering price per Class A unit and (ii) warrants to purchase a number of shares of common stock equal to the number of shares of common stock issuable upon conversion of one share of Series I Preferred Stock. The warrants included in the Class B units will have the same terms as the warrants included in the Class A units. The Class B units will not be issued or certificated. Purchasers will receive only shares of Series I Preferred Stock and warrants. The shares of Series I Preferred Stock and warrants may be transferred separately, immediately upon issuance. The Company's common stock is presently quoted on the OTCQB tier of the OTC Markets Group, Inc. under the symbol "TWER". The Company has applied to have its common stock and warrants listed on The NASDAQ Capital Market under the symbols "TWER" and "TWERW," respectively, and the closing of this offering is contingent upon the successful listing of the Company's common stock and warrants on The NASDAQ Capital Market. No assurance can be given that its application will be approved. On Oct. 2, 2017, the last reported sale price for the Company's common stock on the OTCQB was $5.10 per share. There is no established public trading market for the Series I Preferred Stock, and the Company does not expect a market to develop. In addition, the Company does not intend to apply for listing of the Series I Preferred Stock on any national securities exchange or other trading market. Without an active trading market, the liquidity of the Series I Preferred Stock will be limited. In connection with the listing of the Company's shares of common stock and warrants on The NASDAQ Capital Market, we implemented a 1 for 75 reverse split of our issued and outstanding common stock on Sept. 29, 2017. All share and per share data in this prospectus have been retroactively restated to reflect the reverse stock split. A full-text copy of the amended prospectus is available at: https://is.gd/s4mAM4 About Towerstream Towerstream Corporation (OTCQB:TWER) -- http://www.towerstream.com/ -- is a fixed-wireless fiber alternative company delivering Internet access to businesses. The Company offers broadband services in twelve urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $22.15 million on $26.89 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $40.48 million on $27.90 million of revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Towerstream had $28.17 million in total assets, $37.64 million in total liabilities, and a total stockholders' deficit of $9.46 million. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred significant losses 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. TRAVELLER'S REST: Unsecureds to Recoup 80%-100% Under Plan ---------------------------------------------------------- Traveller's Rest, LLC submits to the U.S. Bankruptcy Court for the Eastern District of Virginia a disclosure statement describing the terms and provisions the Debtor's Plan of Reorganization dated October 11, 2017. The Plan contemplates the organization of two newly created limited liability companies which are proposed to obtain financing secured by the Marshall Capital Parcels sufficient to (a) make payoff of the Marshall Capital allowed secured claims, and (b) provide operating capital and debt service reserves sufficient to ensure completion of entitlements and the commencement of sales of projected residential building lots. The organization and management of the Newco entities will involve allocation of membership and management interests as follows: -- 1% Voting Membership interest to be held by Andrew Hertneky; -- 49.5% Non-voting membership interest held by SB East, LLC; and -- 49.5% Non-voting membership interest held by Banbury Cross LLC Under the Plan, the Debtor will sell, transfer and assign all of its rights, title and interest in and to the Marshall Capital Parcels (with the exception of the Davis Parcel) to Newco 1 or Newco 2 in exchange for the cash consideration paid to the Debtor sufficient to effect a payoff of certain allowed claims. Upon transfer, each of the Newco entities will effect new borrowing under the financial strength and guaranties of Hertneky, in the amounts and under terms described as follows: On or about the Effective Date, Newco1 will borrow at least $8,500,000 pursuant to the New Bank Loan, of which approximately $6,100,000 will be made available to the Debtor for payments under the Plan. Further, on or about the Effective Date, Newco2 will borrow at least $2,000,000 pursuant to the Second New Bank Loan, of which approximately $1,000,000 will be held in escrow as an interest reserve required with respect to the New Bank Loan and approximately $350,000 will be made available to the Debtor for payments under the Plan. All claims have the option of being paid in full under the Plan. However, to the extent that certain claims are paid less than 100% on the dollar, or are paid over time, those claims are deemed impaired. The only impaired classes of claims or interests entitled to vote are the Class 5 General Unsecured Claims and the Class 7 Interests. The Debtor estimates total allowable unsecured claims in Class 5 will equal approximately $340,000. Claimants in Class 5 may elect one of the following two treatments of their allowed claims: Option 1: The Debtor will pay such Claimant 100% on the dollar, with interest at 7% per annum, as follows: (a) an initial lump sum payment equal to 50% of the allowed claim on the Effective Date of the plan, with such amounts to be funded from consideration paid by Newco 1 for the sale and transfer of property; and (b) the remaining 50% of the allowed claim over time in quarterly payments in pro rata amounts beginning upon the sale of the first developed parcel by Newco 1 and continuing until such claim is paid in full. The Debtor estimates that these payments will commence approximately 24 months after the Effective Date of the Plan. The amount of these payments will be funded by additional consideration paid by Newco 1 to the Debtor as deferred consideration for the transfer of real property. Option 2: The Debtor will pay such claimant 80% on the dollar upon the Effective Date of the Plan. Such amounts are to be funded from consideration paid by Newco 1 for the sale and transfer of property. A full-text copy of the Disclosure Statement dated October 11, 2017, is available for free at https://is.gd/0QeFw9 Counsel for the Debtor: Bruce W. Henry, Esq. Kevin M. O'Donnell, Esq. Jeffery T. Martin, Jr., Esq. Henry & O'Donnell, P.C. 300 N. Washington St., Suite 204 Alexandria, Virginia 22314 Telephone: 703-548-2100 Facsimile: 703-548-2105 About Traveller's Rest LLC Based in Middleburg, Virginia, Traveller's Rest, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 17-12061) on June 15, 2017. The petition was signed by Thomas Nelson Gunnell, managing member of TR Management, LLC. TRM is the manager of Traveller's Rest. At the time of the filing, the Debtor disclosed that it had estimated assets of $10 million to 50 million and liabilities of $1 million to $10 million. Judge Brian F. Kenney presides over the case. TRI STATE TRUCKING: Conway Wants Amendment to Disclosure Statement ------------------------------------------------------------------ Conway Beam Leasing Inc. files with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a response to the approval of the disclosure statement with respect to the Joint Plan of Liquidation dated August 14, 2017 proposed by Tri State Trucking Company and Official Committee of Unsecured Creditors. Conway argues that the disclosure statement does not affirmatively disclose the Conway Claim as an allowed administrative claim, but rather it states that “there is a possibility that administrative Claims of Chief Oil & Gas and Conway Beam are owed totaling approximately $165,000.00”. Conway asserts that its claim is an allowed administrative expense pursuant to the October 21, 2016 Order of the Court. Conway relates that on March 11, 2016, the Debtor and Conway filed a Joint Motion to Approve the Stipulation with regard to Conway's administrative claim against the Debtor, which provided as follows: (a) Debtor was to commence monthly payments to Conway in the amount of $6,500 with the first monthly payment due on or before March 13, 2016; (b) The Debtor granted Conway an allowed administrative expense claim pursuant to the Bankruptcy Code in the amount of $26,000, which represented the outstanding adequate protection payments due to Conway from the Debtor from October 15, 2015 through February 12, 2016; and (c) Additionally, the Conway Claim was to accrue in the amount of $6,500 per month beginning March 2016 through the closing on the sale of substantially all of the Debtor's assets. Conway further relates that the Debtor failed to provide the monthly payments for May and June 2016, with such default continuing thereafter, so Conway filed a Notice of Default on June 14, 2016. However, the Debtor failed to cure the defaults, prompting Conway to file the appropriate Certificate of Default. In response to the Certificate of Default, the Court entered an Order on June 28, 2016, granting Conway's original request for relief from the automatic stay. Upon receiving relief from stay, Conway did not repossess its Collateral, because the collateral was ultimately sold through a Section 363 sale for the benefit of the Debtor and the unsecured creditors. Conway timely filed an application for the allowance and payment of its administrative expense claim in the amount of $104,000, which the Court granted through an Order entered on October 21, 2016. However, Conway has not received payment of the Conway Claim. Prior to filing this response, counsel for Conway conferred with the Debtor's counsel regarding its claim, and the Debtor's counsel agreed that the Conway's Claim was unpaid and allowed. Consequently, the Debtor's counsel agreed to amend the Disclosure Statement and Plan to reflect that the Conway's Claim is an allowed administrative expense. Conway reserves its right to be heard at the hearing on the Disclosure Statement and Plan if necessary. Counsel for Conway Beam Leasing Inc.: Jillian Nolan Snider, Esq. TUCKER ARENSBERG, P.C. 1500 One PPG Place Pittsburgh, PA 15222 Phone: 412-566-1212 Email: jsnider@tuckerlaw.com About Tri State Trucking Company Tri State Trucking Company operates an over the road logistics company hauling various freight of its customers. It employs approximately 50 people and operates from its headquarters located at 16064 Route 6, Mansfield, Pennsylvania 16933. Tri State filed Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 15-04444) on Oct. 13, 2015. William E. Robinson signed the petition as president. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of at least $1 million. Mette, Evans, & Woodside represents the Debtor as counsel. Judge John J. Thomas is assigned to the case. The Debtor also hired Robert E. Chernicoff, Esq., at Cunningham Chernicoff & Warshawsky, P.C., as counsel. An official committee of unsecured creditors has been appointed in the Chapter 11 case of Tri State Trucking Company. The Committee is represented by Gary H. Leibowitz, Esq., at Cole Schotz P.C., in Baltimore, Maryland. TRINITY 83: 19100 Crescent Buying Mokena Property for $1.7 Million ------------------------------------------------------------------ Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on Oct. 24, 2017, to consider Trinity 83 Development, LLC's sale of bidding procedures in connection with its sale of commercial real property which consists of a two tenant building that is located at 19100 S. Crescent Dr., Mokena, Illinois, and equipment, used in the operation of the commercial building, to 19100 Crescent Building, LLC for $1,715,000, subject to overbid. The objection deadline is Oct. 18, 2017. The Debtor is the owner of the Property. It has received an offer from the Purchaser to purchase the Property. In summary, the Purchaser has offered to purchase the Property, free and clear of liens, claims and encumbrances, for $1,715,000 without any material contingencies other than the Auction and the entry of a final order approving the sale. On Oct. 17, 2017, the Debtor received a contract to purchase from the Purchaser for the sale of the Property, subject to Bankruptcy Court approval. The Purchaser has offered to pay the Debtor $1,715,000 for the Property. Upon the execution of a sale agreement, the Purchaser will make an Earnest Money Deposit in the amount of $10,000. The Agreement provides for the conveyance of the interest in the Property to Purchaser free and clear of all liens, claims or encumbrances. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/TRINITY_83_227_Sales.pdf The Sale Agreement recognizes, and is expressly subject to, the right of the Debtor to offer the Property to other parties at an auction sale. The Motion contemplates that the Debtor will offer the Property for sale at the Auction, subject to the Bidding Procedures. The salient terms of the Bidding Procedures are: a. Earnest Money Deposit: $50,000 b. Bid Deadline: Nov. 20, 2017 c. Qualified Bid: $1,815,000 d. Auction: The Auction will be on Nov. 21, 2017 at 11:00 a.m. (CT) at the Offices of Attorneys for the Debtor, Cohen & Krol, 105 W. Madison Street, Suite 1100, Chicago, Illinois. f. Bid Increments: $50,000 g. The sale will be "as is, where is" and without representation or warranties of any kind or nature, and free and clear of all liens, claims, encumbrances, and interests h. Break-Up Fee: $25,000 i. Sale Hearing: Nov. 28, 2017 j. Sale Objection Deadline: Nov. 24, 2017 The Debtor believes that the sale of the Property to the Purchaser, subject to the Auction, represents the best opportunity under the existing circumstances to maximize the value of this particular property. It has reached this conclusion, based on the exercise of its business judgment, after consultation with the parties. The Purchaser is represented by: Shiela Ramacci Esq. DANIEL L. FREELAND & ASSOCIATES, P.C. 1020 Kennedy Ave. Schererville, IN 46375 About Trinity 83 Development Trinity 83, Development, LLC, was formed in 2005. It is a Limited Liability Company formed under the laws of the State of Illinois. Its members are, and always have been, Donald J. Santacaterina, Thomas Connelly and George Yukich. In 2006 Trinity 83 constructed a Class A, 12,500 square foot, masonry retail/office building at 19100 S. Crescent Dr, Mokena Illinois. The building was constructed as a "build to suit" for two tenants, namely Kids Can Do, Inc, and Hair and Beauty Salon Suites of Mokena, Inc. Both tenants have occupied the building since 2006/07 and continue to do so. At least some of the ownership of the tenants are related to some of the members of Trinity 83. Trinity 83 filed a Chapter 11 petition (Bankr. N.S. Ill. Case No. 16-24652) on Aug. 1, 2016. The petition was signed by Donald L. Santacarina, member. The case is assigned to Judge Deborah L. Thorne. The Debtor is represented by Gina B. Krol, Esq., at Cohen & Krol. The Debtor disclosed total assets at $2.41 million and total debt at $2.13 million at the time of the filing. No official committee of unsecured creditors has been appointed in the case. TROXELL COMPANY: Nov. 9 Plan Confirmation Hearing ------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas approved Troxell Company, Inc.'s disclosure statement with respect to its chapter 11 plan of liquidation. The hearing to consider confirmation of the Plan will begin at 2:30 p.m. on Nov. 9, 2017, before the Honorable Mark X. Mullin, U.S. Bankruptcy Judge, in his courtroom on the first floor of the Eldon B. Mahon United States Courthouse, 501 W. 10th St., Fort Worth, Texas 76102. Written objections to the plan must be filed no later than 5:00 p.m. prevailing Central Time on Nov. 6, 2017. Ballots to accept or reject the Plan must be submitted no later than 5:00 p.m. prevailing Central Time on Nov. 6, 2017. The Troubled Company Reporter previously reported that the liquidation plan proposes to pay Class 3 general unsecured creditors its pro rata share of Net Cash on or before the Initial Distribution Date. Estimated recovery for this class is 4-5%. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/txnb17-42453-11-72.pdf About Troxell Company Troxell Company Inc. -- http://www.troxellcompany.com/-- is an aluminum trailer manufacturer based in Texas. The Company said it operates in a modern new facility with the latest in state-of-the-industry machinery and tooling equipped to handle the most demanding jobs. Troxell Company filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-42453) on June 9, 2017. Robert Troxell, president, signed the petition. At the time of filing, the Debtor estimated assets and liabilities of $1 million to $10 million. The case is assigned to Judge Mark X. Mullin. The Debtor is represented by Matthias Kleinsasser, Esq., at Forshey & Prostok, L.L.P. UC HOLDINGS: S&P Assigns 'B' Corp Credit Rating, Outlook Stable --------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Southfield, Mich.-based auto components supplier UC Holdings Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level rating with a '3' recovery rating to the company's $320 million term loan due in 2024. The '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default. "The rating on UC reflects the company's narrow product focus and high customer concentration, partly offset by improved operating margins following its bankruptcy-related restructuring and low leverage (debt to EBITDA under 3x) at close of the transaction. The rating also incorporates our expectation for positive free operating cash flow (FOCF) to debt of 3%-5% over the next 12-24 months. "The stable outlook reflects the expectation that improved operating margin from recent restructuring and cost-reduction initiatives will support free cash flow to debt of about 3%-5% over the next 12 months. In addition, we assume internal cash flows will be used primarily for dividends, tuck-in acquisitions, and to a lesser extent, debt repayment. "We could downgrade the company over the next 12 months if EBITDA margins decline toward 9%, possibly because of the loss of key contracts, shifts in product mix, weak execution on upcoming product launches, and the inability to pass along potential price increases or commodity inflation. In addition, we could lower ratings if higher-than-expected capital expenditures result in sustained FOCF to debt below 3% or leverage approaching 5x on a sustained basis. A downgrade could also occur if the company adopts more aggressive financial policies, possibly including large dividend payouts or large debt-financed acquisitions. "Though unlikely over the next 12 months, we could upgrade the company if it reduces its financial sponsor ownership to below 40% and appears likely to sustain FOCF to debt well above 5%. In addition, we believe the company would have to sustain EBITDA margin in the low–teen percentages, apply a portion of its anticipated discretionary cash flow to debt repayment, and sustain debt to EBITDA below 4x, even if its end markets go through a modest downturn." -- Corporate Credit Rating: B/Stable/-- -- Business risk: Vulnerable -- Country risk: Low -- Industry risk: Moderately High -- Competitive position: Weak -- Financial risk: Highly Leveraged -- Cash flow/Leverage: Highly Leveraged -- Anchor: 'b-' Modifiers -- Diversification/Portfolio effect: Neutral (no impact) -- Capital structure: Neutral (no impact) -- Liquidity: Adequate (no impact) -- Financial policy: FS-6 (no impact) -- Management and governance: Fair (no impact) -- Comparable rating analysis: Positive (+1 notch) S&P said, "For purposes of this analysis, we have valued the company as a going concern, which would maximize value to creditors. We applied a 5x EBITDA multiple to an assumed distressed emergence EBITDA of $61 million to derive an estimated gross recovery value of $304 million. In a default, first-lien lenders could expect meaningful recovery of 50%-70%. The valuation multiple is consistent with that of similar companies operating in the hardware/peripherals industry. "Our simulated default scenario assumes a default in 2021 because of severely declining sales, loss of a significant contract or major operational execution issues resulting in serious liquidity setbacks." -- Simulated year of default: 2020 -- EBITDA at emergence: $61 million -- EBITDA multiple: 5x -- LIBOR at default: 2.5% -- Net emergence value (after 5% admin. expenses): $288 million -- Obligor/nonobligor valuation split: 60%/40% -- Estimated first-lien claim: $323 million -- Collateral value available for first-lien claim: $161 million --Recovery range: 50%-70% (rounded estimate: 60%) UNI-PIXEL INC: Committee Taps Pachulski as Legal Counsel -------------------------------------------------------- The official committee of unsecured creditors of Uni-Pixel, Inc. and Uni-Pixel Displays, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire legal counsel. The committee proposes to employ Pachulski Stang Ziehl & Jones LLP to, among other things, assist in its consultations with the Debtors; review any proposed asset sale; investigate the Debtors' financial condition; and assist in the preparation of a plan of reorganization. John Lucas, Esq., the attorney expected to represent the committee, will charge an hourly fee of $695. The hourly fee for paralegal services is $325. Mr. Lucas disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtors' estates or creditors. Pachulski can be reached through: John W. Lucas, Esq. Pachulski Stang Ziehl & Jones LLP 150 California Street, 15th Floor San Francisco, CA 94111-4558 Tel: 415-263-7000 Fax: 415-263-7010 Email: jlucas@pszjlaw.com About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. -- http://www.unipixel.com-- develops and markets metal mesh capacitive touch sensors for the touch-screen and flexible displays markets. The Company's roll-to-roll electronics manufacturing process patterns fine line conductive elements on thin films. The Company markets its technologies for touch panel sensor, cover glass replacement, and protective cover film applications under the XTouch and Diamond Guard brands. Uni-Pixel, Inc., and its subsidiary Uni-Pixel Displays, Inc., filed Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 17-52101) on Aug. 30, 2017. The Debtors tapped Scott H. McNutt, Esq., at McNutt Law Group LLP, as bankruptcy counsel; and Crowell & Moring LLP, as special counsel. On September 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. UNI-PIXEL INC: Needs Access to $150K Cash Collateral Until Nov. 15 ------------------------------------------------------------------ Uni-Pixel, Inc., and Uni-Pixel Displays, Inc., seek authority from the U.S. Bankruptcy Court for the Northern District of California, pursuant to a Stipulation between the Debtors and Western Alliance Bank, to use up to $149,483 of cash collateral through Nov. 15, 2017. The Debtors submit that the purpose of using these sums over a six-week period is to permit the Debtors to pay employee wages for decontamination and decommissioning of equipment, rent, licensing fees, U.S. Trustee quarterly fees, and other critical expenses through the closing date of the Debtors' anticipated sale of substantially all of their assets free and clear of liens, claims, encumbrances and interests. The Debtors acknowledge that the funds are the cash collateral of Western Alliance Bank, as successor in interest to Bridge Bank, National Association. Prior to Petition Date, Western Alliance Bank extended credit to the co-borrower Debtors in the form of a revolving line of credit, secured by a blanket security interest in all their respective personal property. As of the date of the Stipulation, the outstanding balance on the Line of Credit is approximately $640,000. Western Alliance Bank and the Debtors have agreed to the use of cash collateral through the anticipated closing date in furtherance of the efforts to close a sale of the Debtors' assets. Western Alliance Bank is consenting to the use of cash collateral subject to the condition that such use is expressly limited to the $200,000 deposit that the Debtors received from Future Tech Capital, LLC, pursuant to the terms of an asset purchase agreement by and between the Debtors and Future Tech, so that the sale of the Debtors' assets may be completed. The adequate protection proposed to Western Alliance Bank consists of: (1) a replacement lien for cash used to which Western Alliance Bank's lien would have attached had there been no bankruptcy, and (2) a super-priority claim to the extent that adequate protection proves inadequate and there is a decline in the liquidation value of Western Alliance Bank's collateral. A full-text copy of the Debtors' Motion, dated October 15, 2017, is available at http://tinyurl.com/yb2johx6 About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. -- http://www.unipixel.com-- develops and markets metal mesh capacitive touch sensors for the touch-screen and flexible displays markets. The Company's roll-to-roll electronics manufacturing process patterns fine line conductive elements on thin films. The Company markets its technologies for touch panel sensor, cover glass replacement, and protective cover film applications under the XTouch and Diamond Guard brands. Uni-Pixel, Inc., and its subsidiary Uni-Pixel Displays, Inc., filed Chapter 11 petitions (Bankr. N.D. Cal. Case Nos. 17-52100 and Case No. 17-52101) on Aug. 30, 2017. The Hon. M. Elaine Hammond presides over the case. The Debtors tapped Scott H. McNutt, Esq., at McNutt Law Group LLP, as bankruptcy counsel; and Crowell & Moring LLP, as special counsel. UNITY COURIER: November 22 Disclosure Statement Hearing ------------------------------------------------------- Unity Courier Service, Inc., requests the U.S. Bankruptcy Court for the Central District of California to issue an order approving the Disclosure Statement describing the Chapter 11 Plan of Reorganization dated October 11, 2017. A hearing to consider approval of the disclosure statement will be held on November 22, 2017 at 10:00 a.m. The Debtor further asks the Court to: (a) Authorize the timing and manner for the solicitation of acceptance or rejections of the Plan and establishing voting and other procedures in connection with the confirmation of the Plan; (b) Schedule a hearing on confirmation of the Plan; and (c) Approve such ballot or other solicitation materials as may be submitted by the Debtor. The Debtor is represented by: Ira Benjamin Katz, Esq. (Counsel) LAW OFFICES OF IRA BENJAMIN KATZ, APC 1925 Century Park East, Suite 1700 Los Angeles, CA 90067 Tel: 310-282-8580 Fax: 310-282-8149 E-mail: IKatz@katzlaw.net -- and -- David W. Meadows, Esq. (Co-counsel) Law Offices of David W. Meadows 1801 Century Park East, Suite 1235 Los Angeles, California 90067 Tel : (310) 557-8490 Fax : (310) 557-8493 Email: david@davidwmeadowslaw.com About Unity Courier Service Unity Courier Service, Inc., is a courier services provider. It delivers individually addressed letters, parcels, and packages to customers in the United States. Unity Courier Service sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-13943) on March 31, 2017, estimating assets and liabilities in the range of $1 million to $10 million. The petition was signed by Larry Lum, president. Judge Ernest M. Robles is assigned to the case. The Debtor employed Ira Benjamin Katz, a professional corporation, and the Law Offices of David W. Meadows as general bankruptcy counsel. UNITY RESPIRATORY: Disclosure Statement Conditionally Approved -------------------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida conditionally approved Unity Respiratory and Diabetic, Inc.'s disclosure statement in support of its plan of reorganization. Any written objections to the Disclosure Statement must be filed and served no later than seven days prior to the date of the hearing on confirmation. The Court will conduct a hearing on confirmation of the Plan on Nov. 15, 2017, at 10:30 AM in Ft. Myers, FL − Room 4−117, Courtroom E, United States Courthouse, 2110 First Street. Parties in interest must submit their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. Objections to confirmation must be filed and served no later than seven days before the date of the Confirmation Hearing. About Unity Respiratory and Diabetic Unity Respiratory and Diabetic, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-01681) on March 1, 2017. The petition was signed by Wayne Perry, president. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $10 million. VANITY SHOP: Selling IP Assets in Oct. 25 Auction ------------------------------------------------- Vanity Shop of Grand Forks, Inc. is selling its intellectual property assets in a chapter 11 auction. The assets include its domain names -- VANITY.COM, eVanity.com and VanityShops.com -- and its trademark portfolio -- including the Vanity(R) brand for apparel and retail store services. The auction will open with a stalking horse bid from Media Options S.A. for the Vanity.com and Vanity.net domain names for $100,000. The minimum overbid amount for the domain names is $115,000. The opening price for the Vanity(R) brand and related customer data has been set at $67,500. Interested parties have until Monday, October 23, 2017 at 5:00 p.m. CST to submit competing bids. If competing bids are received, an auction will be held on Wednesday, October 25, 2017 at 10:00 a.m. CST. For over fifty years, Vanity has provided fashion conscious young women a wide variety of clothing, intimate apparel, tops, footwear and denim through its stores and ecommerce websites. According to Hilco Streambank EVP, David Peress, "The Vanity(R) brand can be leveraged across a broad range of categories. In addition, the Vanity.com URL is a valuable premium domain name with application in multiple categories including entertainment, media, furniture, and vanity phone numbers, among others." Vanity is currently operating as a debtor-in-possession under Chapter 11 in the United States Bankruptcy Court for the District of North Dakota. The sale is subject to Bankruptcy Court approval and a sale hearing has been scheduled for October 26, 2017 at 9:30 a.m. CST. About Hilco Streambank Hilco Streambank is a market leading advisory firm specializing in intellectual property disposition and valuation. Over the last three years Hilco Streambank has become a leader in the IP valuation and disposition market, representing brands across various industries. Having completed numerous transactions including sales in publicly reported Chapter 11 bankruptcy cases, private transactions, and online sales through HilcoDomains.com and IPv4Auctions.com, Hilco Streambank has established itself as the premier intermediary in the consumer brand, internet and telecom communities. Hilco Streambank is part of Northbrook, Illinois based Hilco Global (www.hilcoglobal.com), a worldwide financial services company and leader in helping companies maximize the value of their assets. About Vanity Shop of Grand Forks Based in Fargo, North Dakota, Vanity Shop of Grand Forks, Inc., filed a Chapter 11 petition (Bankr. D. N.D. Case No. 17-30112) on March 1, 2017, after announcing plans to close 137 Vanity stores in 27 states. The petition was signed by James Bennett, chairman of the Board of Directors. In its petition, the Debtor estimated assets of less than $100,000 and liabilities of $10 million to $50 million. Judge Shon Hastings presides over the case. Caren Stanley, Esq., at Vogel Law Firm, serves as the Debtor's bankruptcy counsel. The Debtor hired Eide Bailly, LLP as auditor; Bell Bank as trustee for the ERISA Plan; and Jill Motschenbacher as accountant. 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. On June 16, 2017, Hilco IP Services, LLC d/b/a Hilco Streambank, was appointed as the Debtor's Intellectual Property Disposition Consultant, nunc pro tunc to May 12, 2017. On Aug. 2, 2017, Diamond B Technology Services, LLC, was appointed as IT Consultant. VISUAL HEALTH: May Use Cash Collateral Until Jan. 31, 2018 ---------------------------------------------------------- The Hon. Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado has entered a final order partially granting Visual Health Solutions Inc. authorization to use cash collateral. The Debtor may use cash collateral until Jan. 31, 2018. In addition, the Debtor is authorized to pay the U.S. Trustee quarterly fee. CoBizBank, a Colorado corporation doing business as Colorado Business Bank, is granted replacement lien and security interest upon the Debtor's postpetition assets with the same priority and validity as the Lender's prepetition liens to the extent that the Debtor's postpetition use of the proceeds of the Lender's prepetition collateral result in a diminution of the Lender's secured claim. To the extent that the adequate protection liens prove to be insufficient, the Lender will be granted superpriority administrative expense claims under Section 507(b) of the U.S. Bankruptcy Code. The Debtor will pay the Lender the sum of $8,000 per month in two equal installment due on the 15th and last day of each month commencing Nov. 15, 2017, and continuing on the 15th and last day of each month thereafter until the earlier of Jan. 31, 2018, confirmation of a Plan, liquidation of the Debtor's assets or conversion of the case. On the fifth day of each month commencing Nov. 1, 2017, and each month thereafter, the Debtor will provide the Lender (a) a budget variance report, (b) accounts receivable aging reports for both pre- and post-petition accounts receivable showing for each individual account, the amount due as of the petition date for prepetition accounts, the date the account was opened for post-petition accounts, and all payments made on each account and the date payment was made, (c) a report showing all payments made to the third parties by the Debtor or on behalf of the Debtor for the prior period, (d) a revenue statement for all sums received by the Debtor during the prior time period and the source of all sums received, and (e) a current balance sheet for the Debtor. The Debtor's right to use cash collateral pursuant to the terms of the court order will terminate upon the default by the Debtor under any terms of the court order. The Debtor is authorized to extend the cash collateral use period for an additional two-month period after Jan. 31, 2018, on 14 days' notice with opportunity for a hearing provided to the U.S. Trustee and any parties that may have a security interest in cash collateral. As part of the Debtor's request for an extension, the Debtor will provide a new budget for additional monthly periods. A copy of the Order is available at: http://bankrupt.com/misc/cob17-18643-78.pdf As reported by the Troubled Company Reporter on Sept. 29, 2017, the Debtor filed a motion seeking court permission to use cash collateral of Family Restaurants, Inc., and Colorado Business Bank on an interim basis over the next 30 days and on a six-month basis to pay for operating expenses. About Visual Health Solutions Headquartered in Fort Collins, Colorado, Visual Health Solutions -- http://www.visualhealthsolutions.com/-- creates multimedia content, including medical animations, medical illustrations, and interactive graphics for the healthcare industry. Visual Health Solutions' multimedia medical library content includes 3D medical animations, medical device animations, pharmaceutical MOA animations, multimedia programs, medical illustrations, and interactive anatomy models. Visual Health partners with hospitals to create new patient education content and pharmaceutical companies to assist with sales training and product launch or development. Visual Health Solutions filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 17-18643) on Sept. 18, 2017, estimating its assets at between $100,000 and $500,000 and liabilities between $1 million and $10 million. The petition was signed by Paul Baker, its CEO. Judge Elizabeth E. Brown presides over the case. Aaron A Garber, Esq., at Buechler & Garber, LLC, serves as the Debtor's bankruptcy counsel. WALKER RENAISSANCE: Plan Confirmation Hearing Set for Dec. 6 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida conditionally approved Walker Renaissance Manufacturing Inc.'s disclosure statement. Any written objections to the Disclosure Statement must be filed with the Court and served no later than seven days prior to the date of the hearing on confirmation. The Court will conduct a hearing on confirmation of the Plan on Dec. 6, 2017 at 9:30 AM in Tampa, FL - Courtroom 8A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Parties in interest must submit their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. About Walker Renaissance Manufacturing Walker Renaissance Manufacturing Inc. is a packaging company in Hillsborough County, Florida, that owns a real property located at 8802 E. Broadway Ave., Tampa, Florida 33619 valued at $839,348. Walker Renaissance filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-05390) on June 21, 2017. Robert M. Walker, president and CEO, signed the petition. The Debtor disclosed $1.58 million in assets and $1.52 million in liabilities at the time of the filing. The Debtor is represented by David W. Steen, Esq. at David W Steen, P.A. WALL GROUP: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Wall Group Industries, Inc. dba The Wall Group PO Box 52029 Durham, NC 27717 Type of Business: Wall Group Industries, Inc. is a privately held commercial drywall contractor based in Durham, North Carolina. Wall Group self- performs all projects ensuring consistent results. As part of the Company's ongoing safety program, its staff regularly participates in general safety training, as well as project-specific safety education. Web site: http://www.thewall-group.com Chapter 11 Petition Date: October 20, 2017 Case No.: 17-80873 Court: United States Bankruptcy Court Middle District of North Carolina (Durham) Judge: Hon. Lena M. James Debtor's Counsel: James C. White, Esq. PARRY TYNDALL WHITE 100 Europa Drive, Suite 401 Chapel Hill, NC 27517 Tel: 919-246-4676 Fax: 919-246-9113 E-mail: jwhite@ptwfirm.com Debtor's Accountant: JAMES PAPPALARDO Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Frankie Byrd, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ncmb17-80873.pdf WARRIOR MET: S&P Affirms B- CCR & Rates New $350MM Sec. Notes B- ---------------------------------------------------------------- U.S.-based premium metallurgical coal producer Warrior Met Coal Inc. is issuing $350 million in senior secured notes. The company will apply the proceeds from the financing and existing cash balance to pay a $600 million special dividend to Warrior's shareholders. The ratings on Warrior are characterized by the company's narrow production base, low cash costs, and volatile earnings owing to price and volume swings for metallurgical (met) coal. The company has low leverage, but S&P expects credit measures to be volatile along with earnings swings and debt-funded shareholder returns to the private equity owners. The financial sponsors maintain full control despite selling about 30% of their equity ownership through an IPO in April 2017. S&P Global Ratings said it is affirming its 'B-' corporate credit rating on Brookwood, Alabama-based coal producer Warrior Met Coal Inc. The outlook is stable. At the same time, S&P assigned its 'B-' issue-level rating to the proposed $350 million senior secured notes due in 2024. The recovery rating is '3', indicating S&P's expectation of meaningful (50%-70%; rounded estimate: 65%) recovery for lenders in the event of a payment default. S&P said, "We expect the company to ramp up annual production to about 6.5 million short tons in 2018, almost doubling production since 2016. Some of the key risks of the business include exposure to the highly volatile hard coking coal (HCC) price and limitations on increasing production into a stronger market because of operational constraints in the next year. Warrior partially mitigates price volatility with its flexible operating cost structure, including hourly labor, transportation, and royalties that allow for stepdowns when the HCC Benchmark falls below certain levels. We anticipate that the company can reduce cash costs of production by 5%-10% if the HCC price falls as low as $110 per metric ton and still generate positive free operating cash flow (FOCF), with minimum capital spending. The company's proximity to the Port of Mobile provides access to key customers in Europe and South America within two weeks. Warrior also has long-standing customer relationships with leading steel producers including ArcelorMittal and Gerdau." High seaborne met coal prices continue to benefit producers of met coal. Further, the spreads between the low volatility HCC benchmark and the lower grades met coal such as high volatility HCC have widened since the first half of 2017. This favors high quality met coal producers such as Warrior. About 70% of company's sales volumes are low volatility met coal with the remainder made up of mid volatility met coal. However, S&P expects the supply dislocations from earlier this year to moderate, which could cause downward pressure on international met coal prices over the next 12-24 months. S&P said, "We expect the company to operate at adjusted leverage of 1x-2x in 2018. Following our expectation of HCC price decline beyond 2018, we expect the company's leverage to increase about two turns above 4x. We also factor in our expectation of additional debt financed distributions to sponsors that could increase our adjusted leverage expectation to above 5x or could turn the discretionary cash flow to negative. "The stable outlook reflects our expectation that Warrior will operate at adjusted debt to EBITDA between 1x and 2x with EBITDA interest coverage of at least 10x in the next 12 months. This incorporates our belief that the company will increase annual production between 6.3 million and 6.5 million tons, along with EBITDA margins in excess of 30% during that time. "We could raise the rating if the company decreases its sponsor ownership below 40% and maintains leverage below 3x. We could also raise the rating if the company demonstrates expected operating flexibility under low price environment. "Although less likely, we could lower the rating if EBITDA interest coverage approaches 1.5x, which we expect to be associated with negative FOCF. We could also lower the rating if HCC prices decline below $100 per metric ton and adjusted EBITDA declines more than 30% below our expectations at this price or if the sponsors pursue additional debt-financed distributions in the next 12 months." WESTMORELAND COAL: Promotes Joseph Micheletti to COO ---------------------------------------------------- Westmoreland Coal Company has promoted Joseph E. Micheletti to chief operating officer. Mr. Micheletti joined Westmoreland in 1998 and has held various positions of increasing responsibility including, most recently, executive vice president and chief technical officer. During his nearly 20 years with Westmoreland, Mr. Micheletti has also served as senior vice president of Coal Operations and has led the company's production, maintenance, processing, and engineering functions. Mr. Micheletti also proudly serves as a director of the Rocky Mountain Coal Mining Institute. "This is a well-deserved promotion for Joe, who has been essential to Westmoreland's success," said Kevin Paprzycki, Westmoreland's chief executive officer. "Joe has extensive experience and an outstanding track record as a leader at Westmoreland during the last two decades. He has led the teams responsible for over-achieving our expectations on the acquisitions we have made in the past several years." Mr. Micheletti replaces Westmoreland's former President and Chief Operating Officer, John Schadan. Paprzycki said, "I am thankful to John for his contributions to Westmoreland and wish him well as he pursues other opportunities." As COO, the Board set Mr. Micheletti's base salary at $370,000 with no other change to compensation amount or structure at this time. Also effective Oct. 19, 2017, as part of the management restructuring, the Board also added the title of President to Mr. Kevin A. Paprzycki, the Company's chief executive officer, however there is no change to his day-to-day duties, responsibilities or his compensation. Separately, the board has engaged Jeffrey S. Stein to serve as Chief Investment Officer to help lead shareholder value initiatives. Mr. Stein will continue serving on Westmoreland's board of directors, a position as he has held since August 2016. Mr. Stein is the Founder and remains the Managing Partner of Stein Advisors LLC, a financial advisory firm that provides consulting services to institutional investors. "Jeffrey's significant capital markets expertise and his depth of understanding of capital allocation and structure makes him the ideal candidate to serve as our Chief Investment Officer," said Jan B. Packwood, Chairman of the Board of Westmoreland. "We are confident in his ability to lead our efforts as we seek to optimize Westmoreland's capital structure and maximize shareholder value." In addition, the board of directors has formed an Operations Committee to assist Westmoreland in fulfilling its responsibilities pertaining to matters most likely to affect shareholder value, including capital structure optimization, oversight of operational leadership and harnessing internal opportunities to drive greater value potential. To this end, Westmoreland recently engaged an external management consulting firm to review its business processes, make recommendations aimed at creating further efficiencies, and identify opportunities for driving greater value. About Westmoreland Coal Company Westmoreland Coal Company -- http://www.westmoreland.com/-- is an independent coal company in the United States. Westmoreland's coal operations include surface coal mines in the United States and Canada, underground coal mines in Ohio and New Mexico, a char production facility, and a 50% interest in an activated carbon plant. Westmoreland also owns the general partner of and a majority interest in Westmoreland Resource Partners, LP, a publicly-traded coal master limited partnership (NYSE:WMLP). Westmoreland Coal reported a net loss of $28.87 million on $1.47 billion of revenues for the year ended Dec. 31, 2016, compared to a net loss of $219.09 million on $1.41 billion of revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Westmoreland Coal had $1.45 billion in total assets, $2.22 billion in total liabilities and a total deficit of $766.5 million. * * * As reported by the TCR on March 2, 2016, Moody's Investors Service downgraded the ratings of Westmoreland, including its corporate family rating to 'Caa1' from 'B3', probability of default rating (PDR) to 'Caa1-PD' from 'B3-PD', and the ratings on the senior secured credit facility and senior secured notes to 'Caa3' from 'Caa1'. The Speculative Grade Liquidity rating of SGL-3 remains unchanged. The outlook is stable. In April 2017, S&P Global Ratings lowered its corporate credit rating on Westmoreland to 'CCC+' from 'B'. S&P views Westmoreland's capital structure to be unsustainable in the long term without a significant boost in coal prices and volumes over the next year. WINDSTREAM SERVICES: Fitch Keeps 'BB-' IDRs on Watch Negative ------------------------------------------------------------- Fitch Ratings has maintained the Long-Term Issuer Default Ratings (IDRs) and issue ratings of Windstream Services, LLC and its subsidiary, Windstream Holdings of the Midwest, Inc. (WHM) on Rating Watch Negative following the company's announcement of debt-exchange offers. Fitch does not consider the proposed debt exchange as a distressed debt exchange (DDE), since the offers do not result in a material reduction in the terms compared with the original contractual terms on the offered notes. The new 6 3/8 notes will be exchanged at a premium that more than offsets the reduction in coupon. The exchange for the new 8.625% secured notes is at a discount but is accompanied by a higher coupon rate and a higher ranking in priority of payments within the capital structure. On Oct. 18, 2017, Windstream announced certain debt offers and consent solicitations with respect to the company's 7.75% senior notes maturing in 2020 (the 2020 notes), 7.75% senior notes maturing in 2021 (the 2021 notes), 7.5% senior notes maturing 2022 (the 2022 notes) and 7.5% senior notes maturing in 2023 (the 2023 notes). The 2022 notes and 2023 notes are offered in exchange for the new 6 3/8% notes maturing in 2023. The offer for the 2021 notes provides an option to exchange for new 6 3/8% notes or new 8.625% senior secured notes, subject to certain conditions. The 2020 notes are offered in exchange for the new 8.625% senior secured notes, subject to a cap of $50 million on the aggregate amount issued in exchange for 2020 notes. Fitch's Distressed Debt Exchange Rating Criteria provides that a debt restructuring is classified as a DDE when both the following conditions apply: the restructuring imposes a material reduction in terms compared with the original contractual terms; and the restructuring or exchange is conducted to avoid bankruptcy, similar insolvency or intervention proceedings, or a traditional payment default. Windstream has also solicited consents from holders of the aforesaid notes for waiver of the alleged defaults with respect to spin-off transactions with Uniti Group, Inc. and amend indentures governing these notes to give effect to such waivers and amendments. Fitch placed Windstream on Rating Watch Negative on Sept. 27, 2017 in connection with the receipt of the notice of default. Windstream is defending the allegations and has filed a legal proceeding on the matter. Fitch will resolve the Negative Watch following the resolution of the pending litigation and conclusion of the debt-exchange offer. KEY RATING DRIVERS Near-Term Pressures: Excluding the transactions, Windstream experienced a decline of 3.4% in service revenue in 2016. Sequential revenues have been relatively stable in the ILEC consumer and small/medium business segment, and the enterprise segment. The company has experienced some pressure in the wholesale segment, as well as the small/medium business competitive local exchange carrier segment. Including the transactions, Fitch's base case assumes organic revenues continue to decline over the forecast horizon, albeit at a slowing pace. Revenue Mix Changes: Windstream derives approximately two-thirds of its revenue from enterprise services, consumer high-speed internet services and its carrier customers (core and wholesale), which all have growing or stable prospects for the long term. Certain legacy revenues remain pressured, but Windstream's revenues should stabilize gradually as legacy revenues dwindle in the mix. Leverage Metrics: Fitch estimates total adjusted debt/EBITDA will be 5.8x in 2017, including the EarthLink merger and Broadview acquisition. Fitch expects total adjusted debt/EBITDA will decline to around mid-5x by the end of 2018 as cost synergies are realized from both transactions and remain relatively flat over the remainder of the forecast horizon. In calculating total adjusted debt, Fitch applies an 8x multiple to the sum of the annual rental payment to Uniti Group Inc. plus other rental expenses. Cost Synergies Support EBITDA Stabilization: Windstream anticipates realizing more than $180 million of annual run-rate synergies three years after the close of the EarthLink merger and Broadview Networks acquisition (the transactions): $155 million in operating cost savings and $25 million in capital spending savings. Windstream expects to realize $115 million in operating cost synergies after two years following the transactions, with roughly $40 million-$50 million to be realized by the end of year three. In its base case assumptions for Windstream, Fitch has assumed moderately lower cost savings in each of the three years following the transactions. Integration Key to Success: Fitch believes there are potential execution risks to achieving the operating cost and capital expenditure synergies following the close of the transactions. Initial savings are expected to be realized from reduced selling, general and administrative savings as corporate overheads and other public company cost savings arise. Over time, the company is expected to realize the benefits of lower network access costs as on-network opportunities lower third-party network access costs. Finally, cost savings are gradually expected to be realized by IT and billing systems. DERIVATION SUMMARY Windstream has a weaker competitive position based on scale and size of its operations in the higher-margin enterprise market. Larger companies, including AT&T Inc. (A-/RWN), Verizon Communications Inc. (A-/Stable), and CenturyLink, Inc. (BB+/RWN), have an advantage with national or multinational companies given their extensive footprints in the U.S. and abroad. Fitch notes that CenturyLink will become the second-largest enterprise service provider after it acquires Level 3 Communications, Inc. (LVLT; BB/Stable), which is expected to close at the end of third quarter 2017 (3Q17). In comparison to Windstream, AT&T and Verizon maintain lower financial leverage, generate higher EBITDA margins and FCF, and have wireless offerings that provide more service diversification. Fitch also believes Windstream will have a weaker FCF profile than CenturyLink following the LVLT acquisition, as CenturyLink's FCF will benefit from enhanced scale and LVLT's net operating loss carryforwards. Windstream has less exposure to the more volatile residential market compared to its rural local exchange carrier (RLEC) peer, Frontier Communications Corp. (B+/Stable). Within the residential market, RLECs face wireless substitution and competition from cable operators with facilities-based triple-play offerings, including Comcast Corp. (A-/Stable) and Charter Communications Inc. (Fitch rates Charter's indirect subsidiary, CCO Holdings, LLC, BB+/Stable). Cheaper alternative offerings such as Voice over Internet Protocol (VoIP) and over-the-top (OTT) video services provide additional challenges. RLECs have had modest success with bundling broadband and satellite video service offerings in response to these threats. As of year-end 2016, roughly 60% of Windstream's footprint overlapped with a national cable operator. No country-ceiling, parent/subsidiary or operating environment aspects affect the rating. KEY ASSUMPTIONS Fitch's key assumptions within its ratings case for the issuer include: -- Revenue and EBITDA include the EarthLink merger as of Feb. 27, 2017 and the acquisition of Broadview on July 28, 2017. -- Revenues total $5.9 billion and $6 billion in 2017 and 2018, respectively. Fitch expects organic revenue to continue to decline over the forecast horizon, albeit at a slowing pace. -- 2017 EBITDA margins are in the range of 22%-23%, including the annual rental payment as an operating expense. Fitch expects EBITDA margins to expand by roughly 100bps in 2018 as Windstream cost synergies are realized. -- Fitch assumes Windstream will benefit from synergies post- acquisition, and has moderately reduced the amount of operating cost synergies from the $155 million anticipated by Windstream over the next three years. -- Fitch expects total adjusted debt/EBITDA will decline from 5.8x at year-end 2017 to around mid-5x range by the end of 2018 as cost synergies are realized from both transactions. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- The company sustains total adjusted debt/EBITDAR under 5.5x. Fitch has revised the negative leverage threshold down to 5.5x from 5.7x-5.8x owing to the challenging competitive and business environment. -- Revenues and EBITDA would need to stabilize on a sustained basis. -- Fitch would also need to see progress by Windstream on executing the integration of its recent transactions prior to stabilizing the rating. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A negative rating action could occur if total adjusted debt/EBITDAR is 5.5x or higher for a sustained period. -- The company no longer makes progress toward revenue and EBITDA stability due to competitive and business conditions. -- Any negative developments related to the outcome of the receipt of notice of default. LIQUIDITY The rating is supported by the liquidity provided by Windstream's $1.25 billion revolving credit facility (RCF). At June 30, 2017, approximately $475 million was available. The revolver availability was supplemented with $25 million in cash at the end of 2Q17. The $1.25 billion senior secured RCF is in place until April 2020. Principal financial covenants in Windstream's secured credit facilities require a minimum interest coverage ratio of 2.75x and a maximum leverage ratio of 4.5x. The dividend is limited to the sum of excess FCF and net cash equity issuance proceeds subject to pro forma leverage of 4.5x or less. Outside of annual term-loan amortization payments, Windstream does not have any material maturities until 2020, when they total $769 million, including $750 million outstanding on the revolver at June 30, 2017. Fitch estimates post-dividend FCF in 2017 will range from $0 to negative $50 million, including integration capex and $50 million of spending related to the completion of Project Excel. Fitch expects capital spending to return to normal levels in the 13%-15% range after 2017 and for the company to return to positive FCF in 2018, with FCF margins in the low single digits over the forecast. FULL LIST OF RATING ACTIONS Fitch maintains the following ratings on Rating Watch Negative: Windstream Services, LLC -- Long-Term IDR 'BB-'; -- $1.25 billion senior secured revolving credit facility due 2020 'BB+/RR1'; -- Senior secured term loans 'BB+/RR1'; -- Senior unsecured notes 'BB-/RR4'. Windstream Holdings of the Midwest, Inc. -- Long-Term IDR 'BB-'; -- $100 million secured notes due 2028 'BB-/RR4'. WRIGHT'S WELL: Oceaneering International Opposes Plan Outline OK ---------------------------------------------------------------- Oceaneering International, Inc., filed an objection to Wright's Well Control Services, LLC's original disclosure statement dated Sept. 15, 2017. Oceaneering International complains that the Disclosure Statement should not be approved because, among other deficiencies, it does not contain adequate information about creditors' likely recoveries, the source of their recovery, or why the absolute priority rule can be ignored in this case, as the Debtor's plan proposes. Further, the plan described in the Disclosure Statement is so far from confirmable that it would be a waste of resources for the parties to proceed to a confirmation hearing before it is substantially rewritten. The plan also violates the absolute priority rule. Unsecured creditors get nothing but potential litigation returns at confirmation, while Class 5 Equity Interests keep their stock without paying for the stock with new value. The expected value of Patent Litigation is nil. But even if the Debtor can establish some value for the Patent Litigation, the absolute priority rule prohibits equity security holders from retaining a penny’s value in stock unless the Plan pays unsecured creditors 100% of their claims. The Plan's proposal to allow Class 5 Equity Interests to retain their stock while unsecured creditors get the hope of litigation recovery violates the absolute priority rule and makes the Plan not confirmable. Therefore, approval of the Disclosure Statement is futile regardless of the amount of information it provides. The Plan also fails to provide a process to allow higher and better offers for some or all of the assets that the Debtor proposes to transfer to Leaseco. Such a closed process is not viable in a chapter 11 context absent good cause, which has not been shown here. Oceaneering International, thus, asks that the Court deny the Debtor's request to approve the Disclosure Statement, convert the case to a Chapter 7 liquidation, and grant such other and further relief as appropriate. The Troubled Company Reporter previously reported that the restructuring plan proposes to pay creditors holding Class 4 unsecured claims up to 100% of their allowed claims from the proceeds of the patent litigation filed by the company against Oceaneering International and Christopher Mancini in the U.S. District Court for the Eastern District of Louisiana. A full-text copy of the Disclosure Statement dated September 15, 2017, is available for free at: http://bankrupt.com/misc/lawb17-50354-124.pdf Attorneys for Oceaneering International, Inc.: J. Eric Lockridge, Esq. Wade R. Iverstine, Esq. KEAN MILLER LLP II City Plaza 400 Convention Street, Suite 700 Baton Rouge, Louisiana 70802 Phone: 225.387.0999 eric.lockridge@keanmiller.com wade.iverstine@keanmiller.com About Wright's Well Control Services Based in Lake Charles, Louisiana, Wright's Well Control Services, LLC provides oil and gas well control solutions. The Debtor filed a Chapter 11 petition (Bankr. W.D. La. Case No. 17-50354) on March 22, 2017. In its petition, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by David Christopher Wright, the Debtor's manager and member. Judge Robert Summerhays presides over the case. Kent H. Aguillard, Esq., at H. Kent Aguillard, represents the Debtor as bankruptcy XPO LOGISTICS: Moody's Hikes CFR to Ba3; Outlook Stable ------------------------------------------------------- Moody's Investors Service upgraded the ratings of XPO Logistics. Inc., including the Corporate Family Rating (CFR) to Ba3 from B1, the Probability of Default Rating to Ba3-PD from B1-PD, and the senior notes rating to B1 from B2. Concurrently, Moody's affirmed the Ba1 rating on the senior secured term loan facility. The rating outlook is stable. RATINGS RATIONALE The ratings upgrade recognizes XPO's growing scale as a leading provider of transportation and logistics services across multiple service offerings. The upgrade also considers the successful integration of the Con-way and Norbert acquisitions which has resulted in an across the board strengthening of credit metrics and a much improved risk profile. The Ba3 Corporate Family Rating reflects XPO's diversified business mix and good competitive standing across a variety of markets including contract logistics, freight brokerage, less-than-truckload, and last mile. Moody's expects XPO's scale, heavy investments in technology (IT spend of $425 million in 2017) and selective use of assets to continue to provide meaningful value-add to its diversified customer base. This should solidify the company's competitive positioning and support future gains in market share. Moody's expects strong execution and on-going cost rationalization efforts to continue to drive an improving set of credit metrics and Moody's anticipates Debt-to-EBITDA (after Moody's standard adjustments) of 3.7x by the end of 2017. These credit positives are weighed against XPO's high tolerance for financial risk and an aggressive growth strategy in a fast changing industry that reduces visibility into the company's long-term risk profile. Additional tempering considerations include the cyclical nature of the transportation business and a highly competitive operating environment that is vulnerable to disruptions from technology and competitors. Moody's expects XPO to resume its aggressive acquisition strategy over the next 12 to 18 months. This is anticipated to result in higher levels of Debt-to-EBITDA (not expected to exceed the mid-4.5x range and even then only for a short amount of time) and a period of elevated execution risk as the company absorbs what could potentially be several large-sized acquisitions. Notwithstanding these concerns, Moody's believes XPO's growing scale and significantly improved cash flows (2017 FCF-to-Debt in the mid-single digits) afford the company some of the necessary financial flexibility to accommodate a period of elevated leverage. The rating also incorporates XPO's strong execution on previous acquisitions and the expectation that any future leveraging transactions will be followed by a period of muted M&A activity with a focus on reducing leverage to more sustainable levels. The SGL-1 speculative grade liquidity rating denotes expectations of a very good liquidity profile over the next twelve months. Cash balances as of June 2017 were almost $300 million and Moody's anticipates free cash flow generation comfortably in excess of $300 million during 2017, which equates to FCF-to-Debt in the mid-single digits. Prospects for improved cash generation in 2018 appear good and are likely to be driven by continued cost reductions and earnings growth with FCF-to-Debt likely to be in the high single-digits. External liquidity is provided by an undrawn $1 billion ABL facility that expires in 2020. The stable outlook reflects XPO's strengthening financial profile and relatively well-positioned credit metrics. The outlook also considers favorable secular tailwinds in the logistics industry which are expected to support continued revenue and earnings growth. The ratings could be upgraded if Debt-to-EBITDA was expected to remain at or below 3.5x and if EBITDA margins were anticipated to stay in the low double-digits. An upgrade would be based on the expectation that XPO will balance its aggressive growth strategy and any future shareholder returns against a prudent financial policy. Maintenance of a very good liquidity profile with FCF-to-Debt anticipated to remain in the high single-digits would be a prerequisite to any upgrade. The ratings could be downgraded if Debt-to-EBITDA was expected to remain above 4.5x. Weakening liquidity such that XPO became reliant on revolver borrowings or FCF-to-Debt was expected to stay in the low-single digits could lead to a downgrade. Reduced profitability with EBITDA anticipated to at or below 8% could cause downward rating pressure. The senior secured term loan rating was affirmed at Ba1, two notches above the CFR, reflecting the facility's meaningful secured collateral support while also considering Moody's expectation of a more simplified capital structure over time as well as the uncertainty as to the future mix of secured and unsecured debt. Issuer: XPO Logistics, Inc. The following ratings were upgraded: Corporate Family Rating, upgraded to Ba3 from B1 Probability of Default Rating, upgraded to Ba3-PD from B1-PD $571 million (EUR500million) senior notes due 2021, upgraded to B1 (LGD4) from B2 (LGD4) $535 million senior notes due 2023, upgraded to B1 (LGD4) from B2 (LGD4) $1,600 million senior notes due 2022, upgraded to B1 (LGD4) from B2 (LGD4) Speculative Grade Liquidity Rating, upgraded to SGL-1 from SGL-2 The following ratings were affirmed: $1,494 million senior secured term loan due 2021, affirmed Ba1 (LGD2) Outlook, Stable XPO Logistics, Inc. ("XPO"), headquartered in Greenwich, CT, is leading provider of supply chain solutions to a broad set of customers across multiple industries including retail/e-commerce, food & beverage, industrial/manufacturing, and automotive. Service offerings include contract logistics, freight brokerage, less-than-truckload, last mile and intermodal. The company generates about 60% of sales in the U.S., 13% in France, 12% in the U.K. , and 15% in other countries. Revenues for the twelve months ended June 2017 were approximately $14.7 billion. YELLOW CAB COOP: Trustee Hires Bishop Barry as Litigation Counsel ----------------------------------------------------------------- Randy Sugarman, the Chapter 11 Trustee for Yellow Cab Cooperatives, Inc., aka All Taxi Electronics, seeks approval from the U.S. Bankruptcy Court for the Northern District of California to retain Aaron Hancock of Bishop | Barry as his litigation counsel. Services to be rendered by Bishop Barry are: i) investigate tort claims against the bankruptcy estate; ii) advise the Trustee as to the value of those claims in conjunction with settlement negotiations undertaken by the Trustee; and iii) act as counsel for YCC, the Trustee, and/or the bankruptcy estate if evidentiary proceedings before the court become necessary. Aaron Hancock will be the sole attorney at Bishop Barry performing services for the Trustee. He has agreed to charge the Trustee $325.00 per hour for his services. Aaron Hancock attests that neither he nor Bishop Barry holds or represents any interest adverse to the Trustee, YCC, or the bankruptcy estate, and each is a "disinterested person" as that term is defined in Bankruptcy Code Section 101(14). The Counsel can be reached through: Aaron Hancock, Esq. BISHOP | BARRY A Professional Law Corporation 6001 Shellmound Street, Suite 875 Emeryville, CA 94608 Tel: (510) 596-0888 Fax: (510) 596-0899 E-mail: ahancock@bishop-barry.com About Yellow Cab Cooperative Yellow Cab Cooperative, Inc. provides taxicab Transportation services in the San Francisco, California area. In San Francisco, taxicab "color schemes" are licensed by the County of San Francisco to provide services to taxi medallion owners, which color schemes and medallion holders operate in a highly regulated environment. Yellow Cab is a non-profit cooperative service company that provides an operating base for approximately 400 San Francisco taxi medallions (or permits), operating on a cooperative basis. Yellow Cab supports approximately 1,000 medallion owners and lessee drivers in their individual taxi operations, and separately employs approximately 60 persons to provide those support services. Yellow Cab currently supports approximately one-third of the total medallions operating in San Francisco. Yellow Cab Cooperative filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-30063) on Jan. 22, 2016. The petition was signed by Pamela Martinez, president. The case is assigned to Judge Dennis Montali. The Debtor estimated assets of $1 million to $10 million, and debts of $10 million to $50 million. The Debtor has tapped Farella Braun and Martel LLP as its Legal counsel. The U.S. Trustee for Region 17 has appointed five creditors of Yellow Cab Cooperative, Inc., to serve on the official committee of unsecured creditors. The Committee is represented by John D. Fiero, Esq., and Jason H. Rosell, Esq., at Pachulski Stang Ziehl & Jones LLP, in San Francisco, California. Randy Sugarman has been appointed the Chapter 11 Trustee for Yellow Cab Cooperatives' bankruptcy estate. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 98.3 (53.7) (31.2) ABSOLUTE SOFTWRE OU1 GR 98.3 (53.7) (31.2) ABSOLUTE SOFTWRE ABT CN 98.3 (53.7) (31.2) ABSOLUTE SOFTWRE ABT2EUR EU 98.3 (53.7) (31.2) AGENUS INC AJ81 GR 176.5 (17.5) 77.8 AGENUS INC AGEN US 176.5 (17.5) 77.8 AGENUS INC AJ81 TH 176.5 (17.5) 77.8 AGENUS INC AGENEUR EU 176.5 (17.5) 77.8 AGENUS INC AJ81 QT 176.5 (17.5) 77.8 AKCEA THERAPEUTI AKCA US 124.1 (83.0) 53.6 AKCEA THERAPEUTI 1KA GR 124.1 (83.0) 53.6 AKCEA THERAPEUTI AKCAEUR EU 124.1 (83.0) 53.6 AKCEA THERAPEUTI 1KA TH 124.1 (83.0) 53.6 AKCEA THERAPEUTI 1KA QT 124.1 (83.0) 53.6 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) ASPEN TECHNOLOGY AZPN US 247.9 (260.8) (321.1) ASPEN TECHNOLOGY AST GR 247.9 (260.8) (321.1) ASPEN TECHNOLOGY AST TH 247.9 (260.8) (321.1) ASPEN TECHNOLOGY AZPNEUR EU 247.9 (260.8) (321.1) ATLATSA RESOURCE ATL SJ 206.6 (143.8) (98.3) AUTOZONE INC AZO US 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 TH 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 GR 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZOEUR EU 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 QT 9,028.3 (1,714.2) (286.3) AVEO PHARMACEUTI AVEO US 42.5 (19.3) 27.2 AVID TECHNOLOGY AVID US 224.7 (274.8) (85.5) AVID TECHNOLOGY AVD GR 224.7 (274.8) (85.5) AXIM BIOTECHNOLO AXIM US 4.4 (3.4) (0.6) BENEFITFOCUS INC BNFT US 173.0 (35.1) 9.6 BENEFITFOCUS INC BTF GR 173.0 (35.1) 9.6 BLUE BIRD CORP BLBD US 366.8 (59.6) 32.8 BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4) BOEING CO-BDR BOEI34 BZ 90,036.0 (1,978.0) 9,922.0 BOEING CO-CED BA AR 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA EU 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BCO GR 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BAEUR EU 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA TE 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA* MM 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA SW 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BACHF EU 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA US 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BCO TH 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BOE LN 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA CI 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BCO QT 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BAUSD SW 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA AV 90,036.0 (1,978.0) 9,922.0 BOMBARDIER INC-B BBDBN MM 23,395.0 (3,825.0) 576.0 BOMBARDIER-B OLD BBDYB BB 23,395.0 (3,825.0) 576.0 BOMBARDIER-B W/I BBD/W CN 23,395.0 (3,825.0) 576.0 BRINKER INTL EAT US 1,413.7 (493.7) (292.0) BRINKER INTL BKJ GR 1,413.7 (493.7) (292.0) BRINKER INTL EAT2EUR EU 1,413.7 (493.7) (292.0) BROOKFIELD REAL BRE CN 97.0 (32.9) 3.2 BRP INC/CA-SUB V DOO CN 2,252.0 (93.4) (42.8) BRP INC/CA-SUB V B15A GR 2,252.0 (93.4) (42.8) BRP INC/CA-SUB V BRPIF US 2,252.0 (93.4) (42.8) BUFFALO COAL COR BUC SJ 50.2 (21.9) (22.2) BURLINGTON STORE BURL US 2,611.8 (95.9) 25.2 BURLINGTON STORE BUI GR 2,611.8 (95.9) 25.2 BURLINGTON STORE BURL* MM 2,611.8 (95.9) 25.2 CADIZ INC CDZI US 72.2 (70.7) 12.2 CADIZ INC 2ZC GR 72.2 (70.7) 12.2 CAESARS ENTERTAI CZR US 14,793.0 (3,357.0) (4,630.0) CAESARS ENTERTAI C08 GR 14,793.0 (3,357.0) (4,630.0) CAESARS ENTERTAI CZREUR EU 14,793.0 (3,357.0) (4,630.0) CALIFORNIA RESOU CRC US 6,154.0 (491.0) (220.0) CALIFORNIA RESOU 1CLB GR 6,154.0 (491.0) (220.0) CALIFORNIA RESOU CRCEUR EU 6,154.0 (491.0) (220.0) CALIFORNIA RESOU 1CL TH 6,154.0 (491.0) (220.0) CALIFORNIA RESOU 1CLB QT 6,154.0 (491.0) (220.0) CAMBIUM LEARNING ABCD US 126.5 (52.1) (63.7) CASELLA WASTE WA3 GR 588.9 (74.6) 4.6 CASELLA WASTE CWST US 588.9 (74.6) 4.6 CASELLA WASTE WA3 TH 588.9 (74.6) 4.6 CASELLA WASTE CWSTEUR EU 588.9 (74.6) 4.6 CDK GLOBAL INC CDK US 2,883.1 (56.8) 726.2 CDK GLOBAL INC C2G TH 2,883.1 (56.8) 726.2 CDK GLOBAL INC CDKEUR EU 2,883.1 (56.8) 726.2 CDK GLOBAL INC C2G GR 2,883.1 (56.8) 726.2 CEDAR FAIR LP FUN US 2,109.5 (60.6) (92.5) 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US 732.4 (71.2) 240.8 COGENT COMMUNICA OGM1 GR 732.4 (71.2) 240.8 DELEK LOGISTICS DKL US 415.5 (21.1) 14.0 DELEK LOGISTICS D6L GR 415.5 (21.1) 14.0 DENNY'S CORP DE8 GR 306.9 (79.9) (53.3) DENNY'S CORP DENN US 306.9 (79.9) (53.3) DOLLARAMA INC DOL CN 1,891.4 (59.4) 291.2 DOLLARAMA INC DLMAF US 1,891.4 (59.4) 291.2 DOLLARAMA INC DR3 GR 1,891.4 (59.4) 291.2 DOLLARAMA INC DOLEUR EU 1,891.4 (59.4) 291.2 DOLLARAMA INC DR3 TH 1,891.4 (59.4) 291.2 DOLLARAMA INC DR3 QT 1,891.4 (59.4) 291.2 DOMINO'S PIZZA EZV TH 816.2 (2,765.3) 194.1 DOMINO'S PIZZA EZV GR 816.2 (2,765.3) 194.1 DOMINO'S PIZZA DPZ US 816.2 (2,765.3) 194.1 DOVA PHARMACEUTI DOVA US 26.4 (3.5) (5.1) DOVA PHARMACEUTI 0AV GR 26.4 (3.5) (5.1) DOVA PHARMACEUTI DOVAEUR EU 26.4 (3.5) (5.1) DUN & BRADSTREET DB5 GR 2,253.7 (913.3) (96.4) DUN & BRADSTREET DB5 TH 2,253.7 (913.3) (96.4) DUN & BRADSTREET DNB US 2,253.7 (913.3) (96.4) DUN & BRADSTREET DNB1EUR EU 2,253.7 (913.3) (96.4) DUNKIN' BRANDS G 2DB GR 3,147.9 (185.4) 147.6 DUNKIN' BRANDS G DNKN US 3,147.9 (185.4) 147.6 DUNKIN' BRANDS G 2DB TH 3,147.9 (185.4) 147.6 DUNKIN' BRANDS G 2DB QT 3,147.9 (185.4) 147.6 DUNKIN' BRANDS G DNKNEUR EU 3,147.9 (185.4) 147.6 ERIN ENERGY CORP ERN SJ 190.9 (349.2) (280.7) EVERI HOLDINGS I EVRI US 1,337.4 (123.9) 16.4 EVERI HOLDINGS I G2C TH 1,337.4 (123.9) 16.4 EVERI HOLDINGS I G2C GR 1,337.4 (123.9) 16.4 EVERI HOLDINGS I EVRIEUR EU 1,337.4 (123.9) 16.4 FERRELLGAS-LP FEG GR 1,610.0 (757.5) (43.8) FERRELLGAS-LP FGP US 1,610.0 (757.5) (43.8) FIFTH STREET ASS FSAM US 189.2 (8.9) - FIFTH STREET ASS 7FS TH 189.2 (8.9) - GAMCO INVESTO-A GBL US 190.9 (121.0) - GCP APPLIED TECH GCP US 1,252.0 (134.3) 177.5 GCP APPLIED TECH 43G GR 1,252.0 (134.3) 177.5 GCP APPLIED TECH GCPEUR EU 1,252.0 (134.3) 177.5 GNC HOLDINGS INC IGN GR 2,011.1 (51.2) 535.6 GNC HOLDINGS INC GNC US 2,011.1 (51.2) 535.6 GNC HOLDINGS INC IGN TH 2,011.1 (51.2) 535.6 GNC HOLDINGS INC GNC1EUR EU 2,011.1 (51.2) 535.6 GOGO INC GOGO US 1,277.3 (116.5) 271.3 GOGO INC G0G GR 1,277.3 (116.5) 271.3 GREEN PLAINS PAR GPP US 90.6 (64.2) 4.6 GREEN PLAINS PAR 8GP GR 90.6 (64.2) 4.6 GT BIOPHARMA INC GTBP US 0.0 (20.1) (20.1) GT BIOPHARMA INC GTBP FP 0.0 (20.1) (20.1) GT BIOPHARMA INC OXISEUR EU 0.0 (20.1) (20.1) H&R BLOCK INC HRB US 2,132.2 (214.3) 271.4 H&R BLOCK INC HRB GR 2,132.2 (214.3) 271.4 H&R BLOCK INC HRB TH 2,132.2 (214.3) 271.4 H&R BLOCK INC HRBEUR EU 2,132.2 (214.3) 271.4 HCA HEALTHCARE I 2BH GR 34,566.0 (5,079.0) 3,566.0 HCA HEALTHCARE I HCA US 34,566.0 (5,079.0) 3,566.0 HCA HEALTHCARE I 2BH TH 34,566.0 (5,079.0) 3,566.0 HCA HEALTHCARE I 2BH QT 34,566.0 (5,079.0) 3,566.0 HCA HEALTHCARE I HCAEUR EU 34,566.0 (5,079.0) 3,566.0 HEWLETT-CEDEAR HPQ AR 31,934.0 (4,339.0) (617.0) HORTONWORKS INC HDP US 213.3 (43.3) (35.6) HORTONWORKS INC 14K GR 213.3 (43.3) (35.6) HORTONWORKS INC 14K QT 213.3 (43.3) (35.6) HORTONWORKS INC HDPEUR EU 213.3 (43.3) (35.6) HOVNANIAN-A-WI HOV-W US 1,822.3 (471.2) 1,077.8 HP COMPANY-BDR HPQB34 BZ 31,934.0 (4,339.0) (617.0) HP INC HPQ* MM 31,934.0 (4,339.0) (617.0) HP INC HPQ US 31,934.0 (4,339.0) (617.0) HP INC 7HP TH 31,934.0 (4,339.0) (617.0) HP INC 7HP GR 31,934.0 (4,339.0) (617.0) HP INC HPQ TE 31,934.0 (4,339.0) (617.0) HP INC HPQ CI 31,934.0 (4,339.0) (617.0) HP INC HPQ SW 31,934.0 (4,339.0) (617.0) HP INC HWP QT 31,934.0 (4,339.0) (617.0) HP INC HPQCHF EU 31,934.0 (4,339.0) (617.0) HP INC HPQUSD EU 31,934.0 (4,339.0) (617.0) HP INC HPQUSD SW 31,934.0 (4,339.0) (617.0) HP INC HPQEUR EU 31,934.0 (4,339.0) (617.0) IDEXX LABS IDXX US 1,637.1 (86.1) (82.8) IDEXX LABS IX1 GR 1,637.1 (86.1) (82.8) IDEXX LABS IX1 TH 1,637.1 (86.1) (82.8) IDEXX LABS IX1 QT 1,637.1 (86.1) (82.8) IDEXX LABS IDXX AV 1,637.1 (86.1) (82.8) IMMUNOGEN INC IMU GR 181.4 (173.2) 94.1 IMMUNOGEN INC IMGN US 181.4 (173.2) 94.1 IMMUNOGEN INC IMU TH 181.4 (173.2) 94.1 IMMUNOGEN INC IMU QT 181.4 (173.2) 94.1 IMMUNOGEN INC IMGNEUR EU 181.4 (173.2) 94.1 IMMUNOMEDICS INC IMMU US 162.6 (59.5) 35.1 IMMUNOMEDICS INC IM3 GR 162.6 (59.5) 35.1 IMMUNOMEDICS INC IM3 TH 162.6 (59.5) 35.1 IMMUNOMEDICS INC IM3 QT 162.6 (59.5) 35.1 INNOVIVA INC INVA US 372.0 (296.7) 171.0 INNOVIVA INC HVE GR 372.0 (296.7) 171.0 INNOVIVA INC INVAEUR EU 372.0 (296.7) 171.0 INSPIRED ENTERTA INSE US 213.4 (2.1) (1.4) INSTRUCTURE INC INST US 130.1 (4.1) (14.7) INSTRUCTURE INC 1IN GR 130.1 (4.1) (14.7) JACK IN THE BOX JBX GR 1,255.2 (439.0) (83.8) JACK IN THE BOX JACK US 1,255.2 (439.0) (83.8) JACK IN THE BOX JACK1EUR EU 1,255.2 (439.0) (83.8) JACK IN THE BOX JBX QT 1,255.2 (439.0) (83.8) JAMIESON WELLNES JWEL CN 505.1 (180.5) (286.4) JAMIESON WELLNES 2JW GR 505.1 (180.5) (286.4) JAMIESON WELLNES JWELEUR EU 505.1 (180.5) (286.4) JUST ENERGY GROU JE US 1,271.0 (69.8) 114.4 JUST ENERGY GROU 1JE GR 1,271.0 (69.8) 114.4 JUST ENERGY GROU JE CN 1,271.0 (69.8) 114.4 KADMON HOLDINGS KDMN US 47.3 (38.3) (26.1) L BRANDS INC LTD GR 7,763.0 (912.0) 1,199.0 L BRANDS INC LTD TH 7,763.0 (912.0) 1,199.0 L BRANDS INC LB US 7,763.0 (912.0) 1,199.0 L BRANDS INC LBEUR EU 7,763.0 (912.0) 1,199.0 L BRANDS INC LB* MM 7,763.0 (912.0) 1,199.0 L BRANDS INC LTD QT 7,763.0 (912.0) 1,199.0 LAMB WESTON LW US 2,527.8 (521.6) 321.5 LAMB WESTON 0L5 GR 2,527.8 (521.6) 321.5 LAMB WESTON LW-WEUR EU 2,527.8 (521.6) 321.5 LAMB WESTON 0L5 TH 2,527.8 (521.6) 321.5 LANTHEUS HOLDING LNTH US 267.9 (87.2) 82.6 LANTHEUS HOLDING 0L8 GR 267.9 (87.2) 82.6 MADISON-A/NEW-WI MSGN-W US 805.0 (944.2) 168.9 MANNKIND CORP NNFN GR 79.4 (221.2) (34.9) MANNKIND CORP MNKD US 79.4 (221.2) (34.9) MANNKIND CORP NNFN TH 79.4 (221.2) (34.9) MANNKIND CORP NNFN QT 79.4 (221.2) (34.9) MANNKIND CORP MNKDEUR EU 79.4 (221.2) (34.9) MANNKIND CORP MNKD IT 79.4 (221.2) (34.9) MCDONALDS - BDR MCDC34 BZ 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MDO TH 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCD TE 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MDO GR 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCD* MM 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCD US 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCD SW 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCD CI 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MDO QT 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCDCHF EU 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCDUSD EU 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCDUSD SW 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCDEUR EU 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCD AV 32,785.2 (2,000.6) 3,149.2 MCDONALDS-CEDEAR MCD AR 32,785.2 (2,000.6) 3,149.2 MDC COMM-W/I MDZ/W CN 1,650.3 (336.1) (263.7) MDC PARTNERS-A MDZ/A CN 1,650.3 (336.1) (263.7) MDC PARTNERS-A MDCA US 1,650.3 (336.1) (263.7) MDC PARTNERS-A MD7A GR 1,650.3 (336.1) (263.7) MDC PARTNERS-A MDCAEUR EU 1,650.3 (336.1) (263.7) MDC PARTNERS-EXC MDZ/N CN 1,650.3 (336.1) (263.7) MEDLEY MANAGE-A MDLY US 144.5 (4.5) 41.0 MERITOR INC AID1 GR 2,712.0 (44.0) 117.0 MERITOR INC MTOR US 2,712.0 (44.0) 117.0 MERITOR INC MTOREUR EU 2,712.0 (44.0) 117.0 MICHAELS COS INC MIK US 2,060.0 (1,768.0) 445.6 MICHAELS COS INC MIM GR 2,060.0 (1,768.0) 445.6 MIRAGEN THERAPEU MGEN US 50.0 41.3 42.7 MIRAGEN THERAPEU 1S1 GR 50.0 41.3 42.7 MIRAGEN THERAPEU SGNLEUR EU 50.0 41.3 42.7 MONEYGRAM INTERN MGI US 4,410.4 (192.2) (79.8) MONEYGRAM INTERN 9M1N GR 4,410.4 (192.2) (79.8) MONEYGRAM INTERN 9M1N TH 4,410.4 (192.2) (79.8) MONEYGRAM INTERN MGIEUR EU 4,410.4 (192.2) (79.8) MOODY'S CORP DUT GR 6,536.3 (467.5) 3,321.9 MOODY'S CORP MCO US 6,536.3 (467.5) 3,321.9 MOODY'S CORP DUT TH 6,536.3 (467.5) 3,321.9 MOODY'S CORP MCOEUR EU 6,536.3 (467.5) 3,321.9 MOODY'S CORP DUT QT 6,536.3 (467.5) 3,321.9 MOODY'S CORP MCO* MM 6,536.3 (467.5) 3,321.9 MOTOROLA SOLUTIO MTLA GR 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MTLA TH 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MSI US 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MOT TE 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MSI1EUR EU 8,295.0 (976.0) 801.0 MSG NETWORKS- A MSGN US 805.0 (944.2) 168.9 MSG NETWORKS- A 1M4 GR 805.0 (944.2) 168.9 MSG NETWORKS- A 1M4 TH 805.0 (944.2) 168.9 MSG NETWORKS- A MSGNEUR EU 805.0 (944.2) 168.9 NATHANS FAMOUS NATH US 86.6 (63.6) 60.1 NATHANS FAMOUS NFA GR 86.6 (63.6) 60.1 NATIONAL CINEMED XWM GR 1,121.7 (68.3) 70.6 NATIONAL CINEMED NCMI US 1,121.7 (68.3) 70.6 NATIONAL CINEMED NCMIEUR EU 1,121.7 (68.3) 70.6 NAVISTAR INTL IHR GR 6,080.0 (4,923.0) 767.0 NAVISTAR INTL NAV US 6,080.0 (4,923.0) 767.0 NAVISTAR INTL IHR TH 6,080.0 (4,923.0) 767.0 NAVISTAR INTL IHR QT 6,080.0 (4,923.0) 767.0 NEFF CORP-CL A NEFF US 666.9 (112.0) 8.9 NEFF CORP-CL A NFO GR 666.9 (112.0) 8.9 NEW ENG RLTY-LP NEN US 191.0 (32.1) - NUVERRA ENVIRONM NES US 330.7 (224.2) (20.6) NYMOX PHARMACEUT NYMX US 1.3 (0.7) (0.7) NYMOX PHARMACEUT NYM GR 1.3 (0.7) (0.7) OMEROS CORP 3O8 GR 60.4 (54.9) 28.3 OMEROS CORP OMER US 60.4 (54.9) 28.3 OMEROS CORP 3O8 TH 60.4 (54.9) 28.3 OMEROS CORP OMEREUR EU 60.4 (54.9) 28.3 PENN NATL GAMING PN1 GR 4,984.0 (517.5) (127.0) PENN NATL GAMING PENN US 4,984.0 (517.5) (127.0) PENSARE ACQUISIT WRLSU US 0.4 (0.1) (0.0) PENSARE ACQUISIT WRLS US 0.4 (0.1) (0.0) PHILIP MORRIS IN PM1EUR EU 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PMI SW 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM1 TE 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN 4I1 TH 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM1CHF EU 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN 4I1 GR 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM US 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM FP 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PMI1 IX 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PMI EB 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN 4I1 QT 41,951.0 (9,633.0) 2,345.0 PINNACLE ENTERTA PNK US 3,982.2 (339.7) (62.5) PINNACLE ENTERTA 65P GR 3,982.2 (339.7) (62.5) PLANET FITNESS-A PLNT US 1,354.6 (156.8) 26.5 PLANET FITNESS-A 3PL TH 1,354.6 (156.8) 26.5 PLANET FITNESS-A 3PL GR 1,354.6 (156.8) 26.5 PLANET FITNESS-A 3PL QT 1,354.6 (156.8) 26.5 PLANET FITNESS-A PLNT1EUR EU 1,354.6 (156.8) 26.5 PROS HOLDINGS IN PH2 GR 298.0 (20.5) 147.4 PROS HOLDINGS IN PRO US 298.0 (20.5) 147.4 QUANTUM CORP QNT2 GR 213.0 (118.0) (51.3) QUANTUM CORP QNT1 TH 213.0 (118.0) (51.3) QUANTUM CORP QTM US 213.0 (118.0) (51.3) QUANTUM CORP QTM1EUR EU 213.0 (118.0) (51.3) REATA PHARMACE-A RETA US 71.3 (230.3) 17.5 REATA PHARMACE-A 2R3 GR 71.3 (230.3) 17.5 REATA PHARMACE-A RETAEUR EU 71.3 (230.3) 17.5 REGAL ENTERTAI-A RGC US 2,748.4 (835.0) (48.2) REGAL ENTERTAI-A RETA GR 2,748.4 (835.0) (48.2) REGAL ENTERTAI-A RGC* MM 2,748.4 (835.0) (48.2) REGAL ENTERTAI-A RGCEUR EU 2,748.4 (835.0) (48.2) RENOVACARE INC RCAR US 0.6 (0.2) (0.3) RESOLUTE ENERGY R21 GR 728.5 (62.2) (65.8) RESOLUTE ENERGY REN US 728.5 (62.2) (65.8) RESOLUTE ENERGY RENEUR EU 728.5 (62.2) (65.8) REVLON INC-A REV US 3,062.0 (672.4) 296.4 REVLON INC-A RVL1 GR 3,062.0 (672.4) 296.4 REVLON INC-A RVL1 TH 3,062.0 (672.4) 296.4 REVLON INC-A REVEUR EU 3,062.0 (672.4) 296.4 RH RH US 1,819.4 (46.8) 246.4 RH RS1 GR 1,819.4 (46.8) 246.4 RH RH* MM 1,819.4 (46.8) 246.4 RH RHEUR EU 1,819.4 (46.8) 246.4 ROKU INC ROKU US 185.0 (0.2) 62.1 ROKU INC R35 GR 185.0 (0.2) 62.1 ROKU INC R35 QT 185.0 (0.2) 62.1 ROKU INC ROKUEUR EU 185.0 (0.2) 62.1 ROSETTA STONE IN RST US 178.9 (0.1) (55.9) ROSETTA STONE IN RS8 GR 178.9 (0.1) (55.9) ROSETTA STONE IN RST1EUR EU 178.9 (0.1) (55.9) RR DONNELLEY & S DLLN GR 3,831.8 (161.5) 722.1 RR DONNELLEY & S RRD US 3,831.8 (161.5) 722.1 RR DONNELLEY & S DLLN TH 3,831.8 (161.5) 722.1 RR DONNELLEY & S RRDEUR EU 3,831.8 (161.5) 722.1 RYERSON HOLDING RYI US 1,787.8 (22.6) 730.1 RYERSON HOLDING 7RY GR 1,787.8 (22.6) 730.1 RYERSON HOLDING 7RY TH 1,787.8 (22.6) 730.1 SALLY BEAUTY HOL SBH US 2,120.5 (352.3) 638.2 SALLY BEAUTY HOL S7V GR 2,120.5 (352.3) 638.2 SANCHEZ ENERGY C SN US 2,218.1 (38.1) (0.0) SANCHEZ ENERGY C SN* MM 2,218.1 (38.1) (0.0) SANCHEZ ENERGY C 13S GR 2,218.1 (38.1) (0.0) SANCHEZ ENERGY C 13S TH 2,218.1 (38.1) (0.0) SANCHEZ ENERGY C 13S QT 2,218.1 (38.1) (0.0) SANCHEZ ENERGY C SNEUR EU 2,218.1 (38.1) (0.0) SBA COMM CORP 4SB GR 7,308.9 (1,985.7) (710.0) SBA COMM CORP SBAC US 7,308.9 (1,985.7) (710.0) SBA COMM CORP SBJ TH 7,308.9 (1,985.7) (710.0) SBA COMM CORP SBACEUR EU 7,308.9 (1,985.7) (710.0) SCIENTIFIC GAM-A TJW GR 7,066.0 (1,998.1) 510.2 SCIENTIFIC GAM-A SGMS US 7,066.0 (1,998.1) 510.2 SEARS HOLDINGS SEE GR 8,351.0 (3,651.0) (397.0) SEARS HOLDINGS SEE TH 8,351.0 (3,651.0) (397.0) SEARS HOLDINGS SHLD US 8,351.0 (3,651.0) (397.0) SEARS HOLDINGS SEE QT 8,351.0 (3,651.0) (397.0) SEARS HOLDINGS SHLDEUR EU 8,351.0 (3,651.0) (397.0) SHELL MIDSTREAM SHLX US 1,098.7 (252.5) 131.7 SHELL MIDSTREAM 49M GR 1,098.7 (252.5) 131.7 SHELL MIDSTREAM 49M TH 1,098.7 (252.5) 131.7 SIGA TECH INC SIGA US 156.0 (303.4) 45.3 SILVER SPRING NE SSNI US 295.6 (20.3) 49.5 SILVER SPRING NE 9SI GR 295.6 (20.3) 49.5 SILVER SPRING NE 9SI TH 295.6 (20.3) 49.5 SILVER SPRING NE SSNIEUR EU 295.6 (20.3) 49.5 SIRIUS XM HOLDIN SIRI US 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN RDO TH 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN RDO GR 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN SIRI SW 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN RDO QT 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN SIRIEUR EU 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN SIRI AV 8,347.7 (1,041.7) (2,148.9) SIX FLAGS ENTERT SIX US 2,543.7 (49.4) (150.5) SIX FLAGS ENTERT 6FE GR 2,543.7 (49.4) (150.5) SONIC CORP SONC US 561.7 (201.8) 30.6 SONIC CORP SO4 GR 561.7 (201.8) 30.6 SONIC CORP SONCEUR EU 561.7 (201.8) 30.6 SONIC CORP SO4 TH 561.7 (201.8) 30.6 STRAIGHT PATH-B STRP US 11.9 (17.5) (11.8) STRAIGHT PATH-B 5I0 GR 11.9 (17.5) (11.8) SYNTEL INC SYNT US 461.0 (63.6) 142.3 SYNTEL INC SYE GR 461.0 (63.6) 142.3 SYNTEL INC SYE TH 461.0 (63.6) 142.3 SYNTEL INC SYE QT 461.0 (63.6) 142.3 SYNTEL INC SYNT1EUR EU 461.0 (63.6) 142.3 SYNTEL INC SYNT* MM 461.0 (63.6) 142.3 TAILORED BRANDS TLRD US 2,079.7 (46.7) 753.0 TAILORED BRANDS WRMA GR 2,079.7 (46.7) 753.0 TAILORED BRANDS TLRD* MM 2,079.7 (46.7) 753.0 TAUBMAN CENTERS TU8 GR 4,061.7 (111.7) - TAUBMAN CENTERS TCO US 4,061.7 (111.7) - TOWN SPORTS INTE T3D GR 236.6 (87.0) 4.6 TOWN SPORTS INTE CLUB US 236.6 (87.0) 4.6 TRANSDIGM GROUP T7D GR 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDG US 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDG SW 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDGCHF EU 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP T7D QT 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDGEUR EU 10,316.4 (1,895.4) 1,656.3 ULTRA PETROLEUM UPL US 1,762.0 (940.1) 176.1 ULTRA PETROLEUM UPL1EUR EU 1,762.0 (940.1) 176.1 ULTRA PETROLEUM UPM1 GR 1,762.0 (940.1) 176.1 UNISYS CORP UISCHF EU 2,318.9 (1,630.1) 426.5 UNISYS CORP UISEUR EU 2,318.9 (1,630.1) 426.5 UNISYS CORP UIS US 2,318.9 (1,630.1) 426.5 UNISYS CORP UIS1 SW 2,318.9 (1,630.1) 426.5 UNISYS CORP USY1 TH 2,318.9 (1,630.1) 426.5 UNISYS CORP USY1 GR 2,318.9 (1,630.1) 426.5 UNITI GROUP INC UNIT US 4,161.2 (1,059.0) - UNITI GROUP INC 8XC GR 4,161.2 (1,059.0) - VALVOLINE INC VVV US 1,960.0 (203.0) 227.0 VALVOLINE INC 0V4 GR 1,960.0 (203.0) 227.0 VALVOLINE INC VVVEUR EU 1,960.0 (203.0) 227.0 VECTOR GROUP LTD VGR GR 1,420.3 (284.5) 475.4 VECTOR GROUP LTD VGR US 1,420.3 (284.5) 475.4 VECTOR GROUP LTD VGR QT 1,420.3 (284.5) 475.4 VERISIGN INC VRS TH 2,344.3 (1,203.2) 321.0 VERISIGN INC VRS GR 2,344.3 (1,203.2) 321.0 VERISIGN INC VRSN US 2,344.3 (1,203.2) 321.0 VERISIGN INC VRSNEUR EU 2,344.3 (1,203.2) 321.0 VERSUM MATER VSM US 1,181.8 (9.7) 438.2 VERSUM MATER 2V1 GR 1,181.8 (9.7) 438.2 VERSUM MATER VSMEUR EU 1,181.8 (9.7) 438.2 VERSUM MATER 2V1 TH 1,181.8 (9.7) 438.2 VIEWRAY INC VRAY US 105.6 (17.0) 39.2 VIEWRAY INC 6L9 GR 105.6 (17.0) 39.2 VIEWRAY INC VRAYEUR EU 105.6 (17.0) 39.2 W&T OFFSHORE INC WTI US 875.0 (598.0) 9.4 WEIGHT WATCHERS WTW US 1,247.3 (1,138.7) (58.0) WEIGHT WATCHERS WW6 GR 1,247.3 (1,138.7) (58.0) WEIGHT WATCHERS WW6 TH 1,247.3 (1,138.7) (58.0) WEIGHT WATCHERS WTWEUR EU 1,247.3 (1,138.7) (58.0) WEST CORP WSTC US 3,480.9 (324.5) 248.5 WEST CORP WT2 GR 3,480.9 (324.5) 248.5 WIDEOPENWEST INC WOW US 3,038.4 (291.2) (28.9) WIDEOPENWEST INC WU5 GR 3,038.4 (291.2) (28.9) WIDEOPENWEST INC WOW1EUR EU 3,038.4 (291.2) (28.9) WINGSTOP INC WING US 114.6 (61.2) (1.7) WINGSTOP INC EWG GR 114.6 (61.2) (1.7) WINMARK CORP WINA US 47.2 (39.4) 12.5 WINMARK CORP GBZ GR 47.2 (39.4) 12.5 WORKIVA INC WK US 154.2 (6.1) (2.0) WORKIVA INC 0WKA GR 154.2 (6.1) (2.0) WORKIVA INC WKEUR EU 154.2 (6.1) (2.0) XOMA CORP XOMA US 24.1 (29.1) 1.7 XOMA CORP X0M1 TH 24.1 (29.1) 1.7 XOMA CORP XOMAEUR EU 24.1 (29.1) 1.7 YRC WORLDWIDE IN YRCW US 1,759.1 (410.5) 292.9 YRC WORLDWIDE IN YEL1 GR 1,759.1 (410.5) 292.9 YRC WORLDWIDE IN YEL1 TH 1,759.1 (410.5) 292.9 YRC WORLDWIDE IN YRCWEUR EU 1,759.1 (410.5) 292.9 YUM! BRANDS INC YUM US 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC TGR GR 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC TGR TH 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMEUR EU 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC TGR QT 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMCHF EU 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUM SW 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMUSD SW 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMUSD EU 5,596.0 (6,102.0) 307.0 ********* 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 ***