/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171108.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, November 8, 2017, Vol. 21, No. 311 Headlines 1031084 ALBERTA: In CCAA Proceedings, KPMG Named as Monitor 1657 LLC: Sale of Bellevue Property to Maeng & Bae for $653K Okayed 5200 ENTERPRISES: Dec. 7 Foreclosure Sale of Brooklyn Property 99 CENTS: Moody's Rates New $460MM Sr. 1st Lien Term Loan Caa1 A HELPING HAND TOO: Seeks Access to Reissued Levied Funds A-OK ENTERPRISES: SSHO & SSSB Buying Wichita Property for $2.5M ACADIANA MANAGEMENT: PCO Files 2nd Interim Report for C. Indiana ACADIANA MANAGEMENT: PCO Files Second Interim Report for Las Vegas ACADIANA MANAGEMENT: PCO Files Second Interim Report for Wichita ADAM STUMP: Sale of Six Romney Parcels for $1.7M Approved ADVANCED CONTRACTING: Case Summary & 20 Top Unsecured Creditors ADVANCED MICRO: Net Revenue up 26% in Third Quarter AGRO MERCHANTS: Moody's Assigns B3 CFR; Outlook Stable AGRO MERCHANTS: S&P Assigns B- Corp Credit Rating, Outlook Stable AGS ENTERPRISES: Unsecured Creditors to Get 4% of Trust Interest ALAMO TOWERS: Case Summary & 20 Largest Unsecured Creditors ALLIANCE WELL SERVICE: Owns Insurance Premium Refund, Court Rules AMERICAN APPAREL: Has Until Jan. 2018 to Exclusively File Plan AQUA LIFE CORP: Exclusive Plan Filing Deadline Moved to Jan. 5 AQUION ENERGY: Plan Outline Okayed, Plan Hearing on Dec. 19 ARMSTRONG ENERGY: Moody's Withdraws Ca CFR Amid Bankruptcy AVAYA INC: Plan Confirmation Hearing Slated for November 28 BCL ONE: Taps Re/Max Leading Edge as Broker BEASLEY MEZZANINE: Moody's Rates $245MM Secured Loans 'B1' BEBE STORES: Principal Accounting Officer and Controller Leaves BI-LO HOLDING: Moody's Lowers Corporate Family Rating to Caa1 BLANKENSHIP FARMS: Trustee Selling Darden Property for $65K BLUE STAR: Proposes Chapter 11 Plan of Liquidation BROADSTREET PARTNERS: Moody's Affirms B2 Corporate Family Rating BUILDIRECT.COM TECH: Chapter 15 Recognition Hearing Set for Dec. 6 BUNGE LTD: Fitch Affirms BB+ Preference Shares Rating C&D COAL: Selling Real & Personal Property in Bulk C&D COAL: Sets Procedures for Real & Personalty Property CBS RADIO: Moody's Rates Proposed $250MM Revolver Ba3 CBS RADIO: S&P Affirms 'B+' CCR, Off CreditWatch Positive CC CARE LLC: Authorized to Use Cash Collateral on Interim Basis CHARLES GURKIN: Sale of Piperton Property to Shavl for $30K Okayed CHESAPEAKE ENERGY: Reports $41 Million Net Loss for Third Quarter CHICAGO BOARD: State Aid to Determine LT Fin'l Path, Moody's Says CITRIX SYSTEMS: Moody's Assigns Ba1 Corporate Family Rating CONCORDIA INTERNATIONAL: Will Release Q3 Financials on Nov. 14 CRYOLIFE INC: Moody's Assigns B2 Corporate Family Rating CUMULUS MEDIA: Elects to Forgo $23.6M Notes Interest Payment CUMULUS MEDIA: S&P Lowers CCR to 'SD' On Missed Interest Payment CVENT INC: Moody's Affirms B3 Corp. Family Rating; Outlook Stable CVENT INC: S&P Affirms 'B-' CCR on Proposed Refinancing DOCTOR'S BEST: Seeks to Hire David Lang as Attorney DOWLING COLLEGE: A&G Realty, Madison Hawk to Manage Auction Sale DYNEGY INC: Moody's Puts B2 CFR on Review for Upgrade ELDORADO GOLD: Moody's Revises Outlook to Neg. & Affirms B1 CFR FANNIE MAE: Reports Net Income of $3 Billion for Third Quarter FARGO TRUCKING: Case Summary & 20 Largest Unsecured Creditors FCBM LLC: Wants Exclusive Plan Filing Deadline Moved to Jan. 31 FINTUBE LLC: Court Moves Exclusive Plan Filing Period to Jan. 23 FIRST QUANTUM: Fitch Affirms 'B' LT Issuer Default Rating FLORIDA FOLDER: Case Summary & 20 Largest Unsecured Creditors FRONTERA ENERGY: Fitch Raises IDRs to B+; Outlook Stable FRONTIER COMMUNICATIONS: Moody's Lowers CFR to B3 GENESIS TOTAL: PCO 2nd Files Second Report GEORGE GURKIN: Sale of Piperton Property to Shavl for $30K Okayed GST AUTOLEATHER: Committee Taps Berkeley as Financial Advisor GST AUTOLEATHER: Committee Taps Configure as Investment Banker HALKER CONSULTING: Court Confirms 2nd Amended Joint Ch. 11 Plan HARRIET WEISS: Sale of New York Property to Berris for $1.3M Okayed HUNTSMAN CORP: Moody's Hikes CFR to Ba1; Outlook Stable IHEARTCOMMUNICATIONS INC: CCOH Demands Repayment of $25M Note IMPERIAL CAPITAL: Plan Confirmation Hearing Set for Nov. 21 INDRA HOLDINGS: S&P Alters Outlook to Negative & Affirms CCC+ CCR IPAYMENT INC: Moody's Revises Outlook to Pos. & Affirms B3 CFR J&S AUTO: May Use Cash Collateral Through Nov. 8 JOHN JOHNSON III: Trustee Selling 2011 Ferrari California for $91K KEENEY TRUCK: Asks Court to Approve Disclosure Statement KODY BRANCH: Case Summary & 6 Unsecured Creditors KONA GOLD: Exclusive Plan Filing Period Extended to Nov. 30 L&R DEVELOPMENT: Court Junks NRR, et al.'s Bid to Dismiss Lawsuit L&R DEVELOPMENT: Roman, et al.’s Bid to Dismiss Suit Denied LISA BEENE: Sale of Olive Branch Property to Yu for $1M Withdrawn MARKS FAMILY: Sale of All Trucks, Trailers & Cranes Approved MICHAEL BAKER: Moody's Reinstates B3 CFR; Outlook Stable MICHAEL BAKER: S&P Raises Corp. Credit Rating to B, Outlook Stable MIKE FARRELL'S: Cooper Lane May Get $115,909.33 From Property Sale MINISTERIOS ENCUENTRO: Taps Ann Roberts & Co. as Accountant MIRARCHI BROTHERS: Unsecured Creditors to Get 5% Under the Plan MONTCO OFFSHORE: Taps Waits Emmett as Maritime Counsel MORCENT IMPORT: Case Summary & 8 Unsecured Creditors MPEA, IL: S&P Assigns 'BB+' Rating on 2017A Expansion Project Bonds MULTICARE HOME: Case Summary & 8 Unsecured Creditors N214FT LLC: Unsecured Creditors to Recover $35,000 Under Plan NATIONAL VISION: Moody's Hikes CFR to B1; Outlook Positive NAVISTAR INT'L: Fitch Rates New Sr. Unsec. Notes Due 2025 'B-/RR4' NAVISTAR INT'L: S&P Rates New Sr. Unsec. Notes Due 2025 'CCC+' NAVISTAR INTERNATIONAL: Will Issue $1.1 Billion Senior Notes NORTHSTAR OFFSHORE: Unsecureds to Get FNBCT Gift Distribution OFFSHORE SPECIALTY: Taps Diamond McCarthy as Legal Counsel ONCOBIOLOGICS INC: GMS Tenshi Hikes Stake to 68.6% as of Oct. 31 OPC MARKETING: Seeks Approval to Use IRS Cash Collateral OPES HEALTH: May Use Cash Collateral Through Nov. 10 OWEN & MINOR: Fitch Cuts IDR to BB+ & Revises Outlook to Negative OWENS & MINOR: Moody's Puts Ba1 CFR Under Review for Downgrade PACKERS HOLDINGS: Moody's Affirms B3 CFR; Outlook Stable PANADERIA Y REPOSTERIA: Plan Confirmation Hearing Set for Nov. 30 PEEKAY ACQUISITIONS: Plan Outline Okayed, Plan Hearing on Nov. 15 PIONEER ENERGY: S&P Affirms 'B-' CCR on New Debt Issuance PITNEY BOWES: Moody's Revises Outlook to Neg. & Affirms Ba1 CFR PORTER BANCORP: Reports $1.79 Million Net Income for Third Quarter PRIME SIX: Unsecured Creditors to Get $5,949 Annually Over 5 Years QUADRANT 4: First Tek-Led Auction of Stratitude Assets on Nov. 28 QUEST RARE: Obtains Third Extension to Delay BIA Proposal Filing REDROCK WELL: Wells Fargo to Get Monthly Payments Over 5 Yrs at 5% ROOSTER ENERGY: Corn Meal to Contribute New Equity Consideration ROTARY DRILLING: Fuqua Construction Loses Bid for Summary Judgment SEAHAWK HOLDINGS: Moody's Revises Outlook to Neg. & Affirms B2 CFR SENIOR CARE GROUP: TL Capital Buying All SSG Assets for $27 Million SERVICE WELDING: Sale of Five Overhead Cranes for $15K Approved SEVEN GROUP: Sale of Redding Property to Benitez for $450K Approved SIEMPRE ENERGY: Case Summary & 12 Unsecured Creditors SILO CITY: Death of Clift Patriarch Delays Plan Filing SOLAT LLC: Case Summary & 9 Unsecured Creditors SOUTHCROSS ENERGY: Top Executives Will Receive $2.7M Bonuses SOUTHCROSS ENERGY: Will be Acquired by American Midstream SPANISH ISLES: Hearing on Plan Outline Set for Dec. 6 STONEWAY CAPITAL: Moody's Affirms B3 Rating on 2027 Secured Notes STYLES FOR LESS: Case Summary & 20 Largest Unsecured Creditors SUBURBAN PROPANE: S&P Affirms 'BB-' CCR Amid Distribution Reduction TAKATA CORP: Proofs of Claim Due Nov. 27; PPIC Claims Due Dec. 27 TATONKA ACQUISITIONS: Case Summary & 8 Unsecured Creditors TITAN INT'L: Moody's Rates Proposed $400MM Senior Secured Notes B3 TULARE REGIONAL: Fitch Withdraws D Revenue Bonds Rating on Default UNITI GROUP: Moody's Revises Outlook to Neg. & Affirms B2 CFR VANITY SHOP: US Trustee Appoints Luis Salazar as CPO VASARI LLC: Auction of FF&E at All Closed Branches by TAGeX Okayed VASARI LLC: Has Interim OK for $1M Financing, Cash Collateral Use VASARI LLC: Taps Donlin Recano as Claims Agent VINCHEM USA: Hearing on Plan Confirmation Set for Feb. 26 VISION QUEST: Taps Paritz & Company as Accountant WALL GROUP: Authorized to Use Cash Collateral Until Nov. 20 WEATHERFORD INTERNATIONAL: Incurs $256M Net Loss in Third Quarter WHOLELIFE PROPERTIES: Trustee Selling McKinney Property for $7.9M WINDSTREAM SERVICES: Fitch Rates New $250MM Sr. Secured Notes BB+ WINDSTREAM SERVICES: Moody's Lowers Corporate Family Rating to B2 WOODSIDE MANAGEMENT: Voluntary Chapter 11 Case Summary [*] Peggy Hunt Appointed to Utah Securities Commission ********* 1031084 ALBERTA: In CCAA Proceedings, KPMG Named as Monitor ----------------------------------------------------------- The Court of Queen's Bench of Alberta entered on Oct. 31, 2017, an initial order under the Companies' Creditors Arrangement Act for a stay of proceedings against 1031084 Alberta Ltd. and 623735 Saskatchewan Ltd., and appointing KPMG Inc. as monitor. The initial order granted both companies the protections afforded by a stay of proceedings until Nov. 30, 2017, while they pursue restructuring initiatives under the CCAA. On Oct. 2, 2017, 1031084 Alberta filed a Notice of Intention to Make a Proposal ("NOI"), pursuant to Section 50.4(1) of the Bankruptcy and Insolvency Act. On Oct. 3, 623735 Saskatchewan. filed an NOI pursuant to the same legislation. The NOI provides a stay of proceedings against the companies -- specifically, for 1031084 Alberta until Nov. 2, 2017, and for 623735 Saskatchewan until Nov. 3, 2017. KPMG, as monitor, can be reached at: KPMG Inc. Attention: Ryan Adlington 205 5th Ave SW, Suite 3100 Calgary, AB T2P 4B9 Tel: 403-691-8504 Email: radlington@kpmg.ca 1031084 Alberta Ltd. and 623735 Saskatchewan Ltd. -- http://www.sparepartslife.com/-- operate a sunglass, watch and accessories store. 1657 LLC: Sale of Bellevue Property to Maeng & Bae for $653K Okayed ------------------------------------------------------------------- Judge Marc Barreca of the U.S. Bankruptcy Court for the District of Washington authorized 1657, LLC's sale of the single family residence at 1657 151st Ave. SE, Bellevue, Washington, King County tax parcel #7374600100, to SungGon Maeng and Jinsun Bae for $653,000. The Debtor is authorized to and shall, by and through the escrow agent for the sale, pay (i) a commission equal to 6% of the sales price, with such commission to be divided between the listing and selling agents who were involved in this transaction; (ii) any unpaid real estate taxes, prorated to the date of closing; (iii) immediately upon closing directly from sale/escrow proceeds the balance in full owed on the first deed of trust held by Veristone Fund I, LLC, without prejudice to the Debtor's right to later contest any late charge imposed by in the promissory note dated Sept. 30, 2016 solely for the Debtor's failure to pay the balloon payment timely; (iv) any lienable utility charges; (v) the cost of a standard title insurance policy; and (vi) any and all other customary closing costs that are reasonably necessary to carry out and complete a sale of the subject property, with such payments to be made from the sale proceeds at the time of closing, and the Debtor may sign any documents that are reasonably necessary to carry out and complete the sale without further order of the Court. The 14-day stay under BR 6004(h), which normally applies to an order approving sale of real property, is waived. About 1657 LLC 1657 LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 17-13110) on July 13, 2017, disclosing under $1 million in both assets and liabilities. Judge Marc Barreca presides over the case. The Debtor hired James E. Dickmeyer, PC, as counsel. 5200 ENTERPRISES: Dec. 7 Foreclosure Sale of Brooklyn Property -------------------------------------------------------------- Pursuant to a Judgment of Foreclosure and Sale entered on November 10, 2005 and the Order entered on July 24, 2017, Mark Longo, Esq., as Referee, will sell at public auction at the Kings County Courthouse 360 Adams Street, Room 224, Brooklyn, NY on December 7, 2017, at 2:30 p.m., the premises located in the Borough of Brooklyn, County of Kings, City and State of New York, designated as Block 803 and Lot 9 on the Kings County Tax Assessment Map. The premises is known as 5200 1st Avenue, Brooklyn, NY. The approximate amount of the lien is $2,126,753.17 plus interest and costs. The premises will be sold subject to provisions of filed Judgment and Terms of Sale in the case, NYCTL 1996-1 TRUST AND THE BANK OF NEW YORK, AS COLLATERAL AGENT AND CUSTODIAN FOR THE NYCTL 1996-1 TRUST, Plaintiffs v. 5200 ENTERPRISES LIMITED, et al Defendant(s), Supreme Court, County of Kings. Plaintiff is represented by: Phillips Lytle LLP 28 East Main Street, Suite 1400 Rochester, NY 14614 99 CENTS: Moody's Rates New $460MM Sr. 1st Lien Term Loan Caa1 -------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to 99 Cents Only Stores LLC's new $460 million senior secured first lien term loan. The new term loan will refinance the company's existing senior secured term loan along with a new $130 million second lien term loan (unrated). All other ratings remain unchanged. The outlook remains negative. Assignments: Issuer: 99 Cents Only Stores LLC -- Senior Secured Bank Credit Facility, Assigned Caa1(LGD3) RATINGS RATIONALE 99 Cent Only LLC's Caa1 Corporate Family Rating reflects Moody's expectation that the company will continue to improve operating performance and EBITDA and will refinance its senior unsecured notes maturing December 2019 well in advance of the maturity date. The rating also reflects 99¢ Only Stores' weak credit metrics, geographic concentration in California and the intense competitive business environment in its core markets. Despite Moody's expectation of improvement in credit metrics from current levels, leverage will still be high with debt/EBITDA (including lease adjustments) expected to be around 8.0 times and EBIT/interest expected to be below 1.0 time in the next 12 months. The company's new management team has seen success in implementing a turnaround strategy which includes improved inventory and shrink management, and improved efficiencies including new third party distributor relationships. Management has also started to upgrade the company's store base to enhance the customer experience and has already installed a perpetual inventory system to better manage inventory levels. The improvement in operations has been evident in the positive same store sales growth for the last four quarters and improved profitability. The improvements in working capital and top line growth will also result in modest positive free cash flow in the next 12 months. Other rating factors include the company's weak liquidity pending the extension of the term loan maturity, its current unsustainable capital structure and the positive growth prospects for the dollar store sector which benefits from affordable, low price points and relative resistance to economic cycles. The negative outlook reflects the uncertainty surrounding the company's ability to refinance its senior unsecured notes such that the company's capital structure is more sustainable. Ratings could be downgraded if the company does not refinance its debt maturing in 2019 well in advance of its maturity or credit metrics do not improve from current levels. Any change in the company's financial policies, could also result in a downgrade. Given the weak credit metrics a ratings upgrade is unlikely in the near-term. Ratings could be upgraded should 99¢ Only Stores' earnings grow such that debt to EBITDA approaches 7.0 times and free cash flow is positive, and the company refinances its debt maturing in 2019 well in advance of its maturity. A ratings upgrade would also require adequate liquidity and financial policies which would support leverage remaining at its improved levels. 99¢ Only Stores LLC is controlled by affiliates of Ares Management and Canada Pension Plan Investment Board. As of September 7, 2017, the Company operated 391 retail stores in California, Texas, Arizona, and Nevada. Revenues are about $2.0 billion. The principal methodology used in this rating was Retail Industry published in October 2015. A HELPING HAND TOO: Seeks Access to Reissued Levied Funds --------------------------------------------------------- A Helping Hand Too, LLC, seeks authorization from the U.S. Bankruptcy Court for the Western District of Louisiana to use the levied funds returned by the Internal Revenue Service and Department of Health & Hospitals to make payroll for their employees. The Debtors receivables, which were to be used for payroll, were levied on Sept. 14, 2017, and the DHH mailed the funds to the IRS. On the same date, the IRS mailed a Release of Levy to the DHH. Once the checks from DHH were received by the Monroe IRS office, the checks were sent back to DHH Financial Management. The levied checks were eventually reissued to A Helping Hand Too, LLC and mailed to their office. Consequently, the Debtor has received the levied funds and desires to utilize the funds to pay their employees, which would have been done if the funds had not been levied. A hearing on the Debtor's Motion for Use of Collateral Cash will be held on December 7, 2017 at 9:30 a.m. A full-text copy of the Debtor's Motion, dated Nov. 1, 2017, is available at http://tinyurl.com/y7q2q9zf About A Helping Hand Too A Helping Hand Too, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 17-31512) on Sept. 12, 2017. The petition was signed by Cynthia Welch, co-owner. J. Garland Smith, Esq. at J. Garland Smith & Associates serves as bankruptcy counsel. At the time of filing, the Debtor had at least $50,000 in estimated assets and $100,000 to $500,000 in estimated liabilities. The Debtor previously filed a Chapter 11 bankruptcy petition (Bankr. W.D.La. Case No. 16-31376) on September 10, 2016. A-OK ENTERPRISES: SSHO & SSSB Buying Wichita Property for $2.5M --------------------------------------------------------------- A-OK Enterprises, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Kansas to authorize the sale of personal property consisting of generally the contents of (i) 1555 South Oliver Street, Wichita, Kansas and (i) 1525 South Broadway, Wichita, Kansas, together with all other tangible and intangible property, to SSHO, LLC and SSSB, LLC for $2.5 million. A hearing on the Motion is set for Dec. 7, 2017 at 10:30 a.m. The objection deadline is Nov. 24, 2017. The Debtors operate their business at four Wichita locations: (i) 1525 South Broadway, Wichita, Kansas; (ii) 2021 North Amidon, Wichita, Kansas; (iii) 1519, 1535, 1539, 1543, 1547 and 1555 South Oliver Street, Wichita, Kansas; and (iv) 410 North West Street, Wichita, Kansas. The personal property to be sold is more particularly in the Asset Purchase Agreement filed of record with the Clerk of the U.S. Bankruptcy Court, together with the assignment of leases under 11 U.S.C. Section 365. The personal property to be sold are generally the contents of 1555 South Oliver Street, Wichita, Kansas and 1525 South Broadway, Wichita, Kansas, together with all other tangible and intangible property, more particularly described in the APA, and less the exclusions of certain personal property, equipment and general intangibles more particularly described in the APA. There is no broker involved in the sale transaction. The closing of the sale is to occur by Nov. 30, 2017. The sale will be free and clear of liens and encumbrances of record, with liens to attach to the proceeds of sale. The sale proceeds of $2.5 million will paid to the secured creditor, Simmons Bank at closing. Simons Bank can be reached at: SIMMONS BANK 12121 E 21st St. N Wichita, KS 67206-3541 About A-OK Enterprises A-OK Enterprises, LLC, and four affiliates are in the business of pawn shops, payday lending and rent-to-own facilities at four Wichita locations. A-OK Enterprises, LLC, and four affiliates, including A-OK, Inc., sought Chapter 11 protection (Bankr. D. Kan. Lead Case No. 1711096) on June 9, 2017. The petitions were signed by Bruce R. Harris, president, and 98.64% owner of the Debtors. The Hon. Dale L. Somers is the case judge. Hinkle Law Firm, L.L.C., is the counsel to the Debtors, with the engagement led by Edward J. Nazar, Esq. ACADIANA MANAGEMENT: PCO Files 2nd Interim Report for C. Indiana ---------------------------------------------------------------- Susan N. Goodman, the appointed patient care ombudsman for Acadiana Management Group, LLC, submits her second interim report regarding her evaluation of the quality of patient care provided at Central Indiana AMG Specialty Hospital. The PCO performed a second, unscheduled site visits at the Indiana "in-hospital" facilities: Hancock/Greenfield and Ball/Muncie. New CEO coverage had been in place for approximately one month. While staff departures have slowed, full, core-staff replacement had not yet occurred leaving significant agency shift coverage at both locations. Agency coverage is less than ideal for many reasons: cost, staff commitment to quality metrics and processes, and onerous contractual obligations that cause core staff to experience shift cancellations with census fluctuations--a dynamic that can exacerbate staff departures as staff seeks stable hours elsewhere. Core staff and leadership reported that a "market pay adjustment" had been implemented since PCO's last site visit. However, some staff reported that the adjustment was de minimus considering the "ask" of leadership to flex shifts and hours to meet minimum staffing matrices during the period of peak staff departures. Accordingly, additional staff departures, although less, are anticipated. Medication errors at Hancock and patient interview feedback related to call light response times at Muncie were the primary concerns identified during the second site visit. A bump in the fall rate metric was also noted at Hancock. While it is difficult to negate any impact of the bankruptcy process on these metrics, PCO discussions with leadership support a conclusion that the primary drivers are operational coupled with a renewed focus on processes that have come with new leadership. Leadership is engaged and the PCO will remain in regular contact with the CEO, Chief Clinical Officer, Assistant CCO, and the Quality Director to track interventions and outcomes that are implemented in response to these concerns. The PCO will work with leadership surrounding the Ball patient feedback and the Hancock medication error concerns. Utilization of agency staff will be monitored and will include the two international and the one long-term agency staff included in the second site visit reported baseline of 11 agency shifts per week at Hancock and 17 at Ball. The PCO will make remote introductions to the new HR Director and stay engaged with the pharmacy to track hiring efforts and continued medication administration concerns. Should this follow-up uncover concerns, the PCO will visit ahead of the current, anticipated 60-day interim visit cycle. A full-text copy of the PCO's Second Interim Report -- Central Indiana dated Oct. 27. 2017, is available at: http://bankrupt.com/misc/lawb17-50799-440.pdf About Acadiana Management Acadiana Management and several affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on June 23, 2017. The petitions were signed by August J. Rantz, IV, president. Acadiana Management estimated assets of less than $50,000 and debt at $50 million and $100 million. Judge Robert Summerhays presides over the cases. Gold, Weems, Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Susan Goodman was appointed as patient care ombudsman. ACADIANA MANAGEMENT: PCO Files Second Interim Report for Las Vegas ------------------------------------------------------------------ Susan N. Goodman, the appointed patient care ombudsman for Acadiana Management Group, LLC submits to the U.S. Bankruptcy Court for the Western District of Louisiana her second interim report detailing remote monitoring, follow-up, site visit, observations, and analyses of the Las Vegas operation. A new CEO was placed at the Las Vegas location since the PCO's initial site visit. The move was internal, utilizing the CEO from the Albuquerque location. The Staff reported positively on this change, with the hope of increased census numbers. Census on the date of PCO's visit was seven with numbers reported as low as three to four during the interim reporting period. The PCO interviewed four of seven patients--all the patients who could be interviewed. Concerns related to call light response time and the attitudes displayed by some clinical staff were received from three out of the four patients interviewed. The nursing staff was functioning in a direct-care staffing model at the time of PCO's visit, meaning the nurses were not assisted by a nurse's aide, and patient-to-nurse ratios were within Debtor’s staffing matrix. Two patients attributed slow call light response times to nurses working without a nurse's aide. These concerns were evaluated relative to August patient survey data with some correlation noted. Feedback was discussed with the CEO, CCO, the Quality Director, and regional operational staff. Site leadership communicated that leadership embarked on a performance improvement plan relative to patient concerns and will share the specifics of the plan when available. The PCO will remain engaged on these efforts, reporting to this Court as necessary. The PCO cannot rule out that declines in patient feedback are at least partially attributable to the bankruptcy process. The PCO will continue to evaluate Debtor's care delivery processes and patient feedback at this facility for continued signs of strain, reserving the right to visit the facility in less than 60 days as needed. Given the patient feedback, staffing concerns associated with continued low census, and operational/process gaps observed during the second site visit, the PCO may visit this location again in the next 30-45 days to confirm that necessary patient-focused process improvement efforts are underway and demonstrating results. A full-text copy of the PCO's Second Interim Report -- Las Vegas dated Oct. 27, 2017, is available at: http://bankrupt.com/misc/lawb17-50799-439.pdf About Acadiana Management Acadiana Management and several affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on June 23, 2017. The petitions were signed by August J. Rantz, IV, president. Acadiana Management estimated assets of less than $50,000 and debt at $50 million and $100 million. Judge Robert Summerhays presides over the cases. Gold, Weems, Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Susan Goodman was appointed as patient care ombudsman. ACADIANA MANAGEMENT: PCO Files Second Interim Report for Wichita ---------------------------------------------------------------- Susan N. Goodman, the patient care ombudsman for Acadiana Management Group, LLC, filed with the U.S. Bankruptcy Court for the Western District of Louisiana a second interim report of her evaluation regarding the quality of patient care provided at AMG Specialty Hospital -- Wichita. The PCO reports that the Debtor experienced significant clinical staff departures between the first and second reporting periods, including resignation of its Chief Clinical Officer in September. The CCO role was filled internally and the team is actively recruiting to increase core, full-time clinical staff for both day and night shifts. Fortunately, agency staff usage has been limited due to a small, loyal contingent of PRN ("per diem") clinical staff. While leadership correlated the departures to loss of hours/pay associated with low average daily census, the additional cloud of bankruptcy uncertainty cannot be ruled out as a contributing factor. Census was 11 on the date of PCO's visit, with no indication of a decline or compromise in patient care delivery. The PCO remains comfortable with the maximum, 60-day spacing between site visits with remote, interim monitoring if staff departures stabilize and replacement/recruitment efforts continue to demonstrate results. The PCO will continue to regularly monitor staff updates for this purpose. The Joint Commission survey window is open with a survey possible through early December. The PCO will work with the Quality Director regarding this survey and its feedback, adjusting out PCO's scheduled site visit, if possible, in the interests of cost management and stewardship of the Debtor's resources. A full-text copy of the PCO's Second Interim Report -- Wichita dated Oct. 27, 2017, is available at: http://bankrupt.com/misc/lawb17-50799-438.pdf About Acadiana Management Acadiana Management and several affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on June 23, 2017. The petitions were signed by August J. Rantz, IV, president. Acadiana Management estimated assets of less than $50,000 and debt at $50 million and $100 million. Judge Robert Summerhays presides over the cases. Gold, Weems, Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Susan Goodman was appointed as patient care ombudsman. ADAM STUMP: Sale of Six Romney Parcels for $1.7M Approved --------------------------------------------------------- Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of Virginia authorized Adam V. Stump, Sr. and Zanna K. Stump to sell multiple parcels of real estate in Romney, West Virginia, together with all improvements, equipment, furnishings, fixtures, inventory, etc. located thereon: (i) Map 17, Parcel 1.2: 180 Acres, field to river ("Tract No. 1"); (ii) Map 18, Parcel 44.4: 297 Acres, woods behind farm ("Tract No. 2"); (iii) Map 18, Parcel 44: 233 Acres, shed and farm ("Tract No. 3"); (iv) Map 13, Parcel 6: 44 Acres, Murphy farm ("Tract No. 4"); and (v) Map 13, Parcel 4: 3 Acres, Murphy farm ("Tract No. 5") to David and Randy Buckley for an aggregate purchase price of $1,560,000; and Map 17, Parcel 56: 2 Acres, home place ("Tract No. 6") to Larry Carroll and Ramona for $150,000. The transfer of the properties is free and clear of all interests, including all liens and encumbrances, with all of such interests, including all liens and encumbrances, to attach to the Sale Proceeds. The Sale Hearing was held on Oct. 19, 2017. At the Auction the Buckley Brothers submitted the highest and best offer for the combined purchase of Tracts 1 through 5, inclusive, in the aggregate amount of $1,560,000, and Larry Carroll and Ramona submitted the highest and best offer for Tract 6 in the amount of $100,000. The Shanholtzes submitted the second highest offer for the combined purchase of Tracts 1 through 5, inclusive, in the aggregate amount of $1,550,000. The Closing of the sales transactions contemplated under the High Bids is approved, with said Closings under the respective High Bids to be consummated not later than Dec. 15, 2017. In the event either High Bidder will fail to close upon either of the High Bids by Dec. 15, 2017, the Debtors are authorized forthwith to accept the Back-Up Bids for the Tracts which are the subject of any such defaulted High Bids and perform under the terms thereof and the Sale Order. In such event, Closing of the sales transactions contemplated under such Back-Up Bids is approved, with said Closing under the respective Back-Up Bids to be consummated not later than Dec. 27, 2017. The gross proceeds of the sale of the Properties, including all amounts to be paid to the Debtors pursuant to the High Bids and the Back-Up Bids, as applicable, and the Sale Order, are ordered to be disbursed by the Closing Agent conducting the Closings on the respective sales of the Properties as provided. The Closing Agent is authorized and directed to disburse said Sale Proceeds as follows: first, to Mike Matlat of A&G Realty Partners, LLC in payment of his real estate sales commission in the amount of $102,600 in connection with the approval of Matlat's employment, together with the reasonable out-of-pocket expenses for advertising, etc., incurred by Matlat in connection with his services provided herein in the amount of $5,923; second, to all usual and ordinary, reasonable and necessary costs and expenses of Closing; third, the remainder to First United (as directed by its counsel) in partial payment of those indebtednesses secured by the liens of First United upon the Properties. In consideration of the Court's express finding aforesaid that there is no just reason for delay in the effect or implementation of the Sale Order, the stay otherwise imposed by Bankruptcy Rule 6004(h) is waived. Adam V. Stump, Sr., and Zanna K. Stump sought Chapter 11 protection (Bankr. N.D. W.Va. Case No. 17-00746) on July 24, 2017. The Debtors tapped John F. Wiley, Esq., at J. Frederick Wiley, PLC, as counsel. They also won approval to tap AG Realty Partners as realtor. ADVANCED CONTRACTING: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Advanced Contracting Solutions, LLC dba ACS NY LLC 1160 Commerce Avenue Bronx, NY 10462 Type of Business: Advanced Contracting Solutions, LLC -- acsnyllc.com -- is a privately held company in Bronx, New York that provides antenna installation services. Chapter 11 Petition Date: November 6, 2017 Case No.: 17-13147 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Sean H. Lane Debtor's Counsel: Tracy L. Klestadt, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, NY 10036-7203 Tel: (212) 972-3000 Fax: (212) 972-2245 E-mail: tklestadt@klestadt.com Brendan M. Scott, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, NY 10036 Tel: (212) 972-3000 Fax: (212) 972-2245 E-mail: bscott@klestadt.com - and - Fred Stevens, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, NY 10036 Tel: (212) 972-3000 Fax: (212) 972-2245 E-mail: fstevens@klestadt.com Estimated Assets: $10 million to $50 million Estimated Debt: $50 million to $100 million The petition was signed by Jeffrey T. Varsalone, chief restructuring officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb17-13147.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Carpenters Fund Judgment Received $73,393,081 and Other Union Benefit Funds 395 Hudson Street New York, NY 10014 Kennedy, Jennik & Murray, P.C. Tel: (212) 358-1500 Email: tkennedy@kjmlabor.com CFS Steel Co. (W510341) $1,214,437 695 East 132nd Street 3rd Floor Bronx, NY 10454 Anthony Edward Tel: (718) 585-0500 Email: info@resteel.com USC Kings LLC $877,297 120-05 31st Avenue Flushing, NY 11354 Tel: (718) 842-5593 Lynn Carroll US Crane & Rigging, LLC $685,800 99 St. Nicholas Avenue Brooklyn, NY 11237 Erica Leotta Tel: (718) 456-6500 Email: info@uscrnyc.com Aluma Systems $584,677 Conc. Constr. LLC 22-08 Route 208 Fair Lawn, NJ 07410 Angela Amato Tel: (847)875-4526 Email: ATHOMPSON@ALUMA.COM Feldman Lumber $454,161 1281 Metropolitan Avenue Brooklyn, NY 11212 Tom Golebiewski Tel: (718)786-7777 Email: sales@feldmanlumber.com Earth Efficient LLC $403,748 30 West Main Street, Suite 217 Riverhead, NY 11901 Cory Weissglass Tel: (631)209-4245 Email: info@earthefficient.com White Cap $372,100 3671 Old Winter Garden Road Orlando, FL 32805 Austin Round Tel: 201-272-3037 Email: wcbilltrust@hdsupply.com Casa Redimix $351,948 Concrete Corp. 886 Edgewater Road Bronx, NY 10474 Julissa Jimenez Tel: (718)589-1555 Email: info@casaredimix.com USC NYCON LLC $350,526 120-05 31st Avenue Flushing, NY 11354 Lynn Carroll Tel: (718)482-4915 Email: acaruso@us-concrete.com GC Warehouse LLC $337,066 515 S. 4th Avenue Mount Vernon, NY 10550 Edel Cannon Tel: (914)920-3232 Email: admin@gcwarehouse.com AH Harris & Sons, Inc. $314,150 433 S. Main Street, Suite 202 West Hartford, CT 06110 Cathy Sampson Tel: 718-254-8000 Email: info@ahharris.com Ulma Form Works, Inc. $294,906 16-00 Rout 208 South Suite LL1 Fair Lawn, NJ 07410 Mary Rambla Tel: 201-882-1122 Construction Risk Partners $291,698 1250 Route 28 Suite 201 Branchburg, NJ 08876 Fred Nichelson Tel: (908) 566-1010 Email: fnicholson@constructionriskpartners.com Barker Steel LLC $291,451 Attn: Dept 10 55 Sumner Street Milford, MA 01757 Pamela Lavendier Tel: (508) 377-1108 Bond, Schoeneck & $282,972 King, PLLC 600 Third Avenue 22nd Floor New York, NY 10016 Michael Collins Tel: (646) 253-2300 Email: mcollins@bsk.com Stillwell Supply Corp. $255,849 44-68 Vernon Blvd. Long Island City, NY 11101 Brad Levy Tel: 718-784-2500 Email: Info@Stillwell.net Global Drilling $248,219 Suppliers, Inc. 12101 Centron Place Cincinnati, OH 45246 Jacki Rupert Tel: 513-671-8700 Byram Concrete & Supply $212,917 20 Haarlem Avenue White Plains, NY 10603 Donna Marquez Tel: 914-682-4477 Email: byramsales@byramconcrete.com Doka USA, Ltd. $209,586 208 Gates Road Little Ferry, NJ 07643 Susan Pedhoretzky Tel: (201)641-6500 Email: usa@doka.com ADVANCED MICRO: Net Revenue up 26% in Third Quarter --------------------------------------------------- Advanced Micro Devices, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $71 million for the three months ended Sept. 30, 2017, compared to a net loss of $406 million on for the three months ended Sept. 24, 2016. Net revenue in the third quarter of 2017 was $1.64 billion, a 26% increase compared to the third quarter of 2016. The year-over-year increase was primarily due to a 74% increase in computing and graphics net revenue, partially offset by a 1% decrease in enterprise, embedded and semi-custom net revenue. The increase in computing and graphics segment net revenue was primarily due to higher sales from the Company's graphics processors and desktop processors and IP related revenue. The decrease in enterprise, embedded and semi-custom segment net revenue was primarily driven by lower sales of its semi-custom SoCs, mostly offset by IP related revenue and revenue from its AMD EPYC datacenter processors. The Company's operating income for the third quarter of 2017 was $126 million compared to operating loss of $293 million in the third quarter of 2016. For the nine months ended Sept. 30, 2017, Advanced Micro reported a net loss of $18 million on $3.84 billion of net revenue compared to a net loss of $446 million on $3.16 billion of net revenue for the nine months ended Sept. 24, 2016. AMD incurred a net loss of $497 million in 2016, a net loss of $660 million in 2015 and a net loss of $403 million in 2014. As of Sept. 30, 2017, Advanced Micro had $3.58 billion in total assets, $3.06 billion in total liabilities and $520 million in total stockholders' equity. As of Sept. 30, 2017, the Company's cash and cash equivalents were $879 million, compared to $1.26 billion as of Dec. 31, 2016. The decrease in the nine months of 2017 was due to net cash used in the Company's operating and investing activities. The percentage of cash and cash equivalents held domestically was 93% as of Sept. 30, 2017, compared to 98% at Dec. 31, 2016. "We believe our cash and cash equivalents balance along with our Secured Revolving Line of Credit will be sufficient to fund operations, including capital expenditures, over the next 12 months. We believe that in the event we decide to obtain external funding, we may be able to access the capital markets on terms and in amounts adequate to meet our objectives. "Should we require additional funding, such as to meet payment obligations of our long-term debt when due, we may need to raise the required funds through borrowings or public or private sales of debt or equity securities, which may be issued from time to time under an effective registration statement, through the issuance of securities in a transaction exempt from registration under the Securities Act of 1933 or a combination of one or more of the foregoing. Uncertain global economic conditions have in the past adversely impacted, and may in the future adversely impact, our business. If market conditions deteriorate, we may be limited in our ability to access the capital markets to meet liquidity needs on favorable terms or at all, which could adversely affect our liquidity and financial condition, including our ability to refinance maturing liabilities," the Company stated in the Report. Net cash used in operating activities was $315 million in the nine months ended Sept. 30, 2017, compared to $98 million in the nine months ended Sept. 24, 2016. The increase in cash used in operating activities was primarily due to changes in working capital, largely driven by higher wafer purchases, higher labor costs, payments to GF in aggregate of $75 million for a limited waiver with rights under the WSA Sixth Amendment and timing of accounts payable payments, partially offset by higher cash collection primarily due to higher revenue and lower interest payment resulting from debt reductions. Net cash used in investing activities was $71 million in the nine months ended Sept. 30, 2017, which consisted primarily of $69 million for purchases of property, plant and equipment. Net cash provided by investing activities was $293 million in the nine months ended Sept. 24, 2016, which consisted of net cash inflow of $346 million from sale of equity interests in the ATMP JV, partially offset by a cash outflow of $56 million for purchases of property, plant and equipment. Net cash provided by financing activities was $1 million in the nine months ended Sept. 30, 2017, which consisted of a cash inflow of net proceeds from borrowings pursuant to our Secured Revolving Line of Credit of $70 million and $15 million for proceeds from issuance of common stock from the exercise of employee stock options, partially offset by a cash outflow of $70 million to repurchase a portion of the Company's 7.00% Notes and $14 million for tax withholding on the vesting of restricted stock. The Secured Revolving Line of Credit has a lower interest rate than the long-term debt. Net cash provided by financing activities was $278 million in the nine months ended Sept. 24, 2016, primarily due to $681 million net proceeds from the new issued 2.125% Notes, the $668 million net proceeds from the sale of 115 million shares of the Company's common stock and $12 million of proceeds from the issuance of common stock under its stock-based compensation equity plans, partially offset by the repurchases of an aggregate principal amount of $796 million of our outstanding 6.75% Senior Notes due 2019 (6.75% Notes), 7.75% Senior Notes due 2020, 7.50% Senior Notes due 2022 (7.50% Notes) and 7.00% Senior Notes due 2024 (7.00% Notes) for $848 million in cash and repayments in aggregate of $230 million of its Secured Revolving Line of Credit. A full-text copy of the Form 10-Q is available for free at: https://is.gd/UiWvud About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc. (NASDAQ:AMD) is a global semiconductor company. AMD -- http://www.amd.com/-- offers x86 microprocessors, as a standalone central processing unit (CPU) or as incorporated into an accelerated processing unit (APU), chipsets, and discrete graphics processing units (GPUs) for the consumer, commercial and professional graphics markets, and server and embedded CPUs, GPUs and APUs, and semi-custom System-on-Chip (SoC) products and technology for game consoles. * * * In March 2017, S&P Global Ratings said it raised its corporate credit rating on Sunnyvale, Calif.-based Advanced Micro Devices to 'B-' from 'CCC+'. The outlook is stable. "Our upgrade reflects our view of the Company's capital structure as sustainable following a series of deleveraging transactions, a return to revenue growth, and improving, if still weak, profitability," said S&P Global Ratings credit analyst James Thomas. In February 2017, Moody's Investors Service upgraded Advanced Micro Devices' corporate family rating to 'B3', senior unsecured rating to 'Caa1', and speculative grade liquidity rating to SGL-1. The outlook is stable. The upgrade of the corporate family rating to 'B3' reflects AMD's improved performance outlook, driven by design wins, modest market share gains, and an expanded set of product offerings. AGRO MERCHANTS: Moody's Assigns B3 CFR; Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and a B3-PD Probability of Default Rating to Agro Merchants Intermediate Holdings, L.P. ("Agro"). Concurrently, Moody's assigned B3 ratings to the company's proposed $350 million first lien senior secured term loan and a Caa2 rating to the company's $90 million second lien senior secured term loan. Proceeds from the new facilities along with a sponsor equity contribution will be used to refinance existing indebtedness and to fund an acquisition. The rating outlook is stable. RATINGS RATIONALE The B3 Corporate Family Rating (CFR) balances a weak set of credit metrics and high financial leverage against Agro's growing scale and footprint as a provider of cold storage services. Moody's anticipates that Agro will maintain a highly leveraged balance sheet with pro forma Debt-to-EBITDA of almost 8x (after Moody's standard adjustments), leverage levels that limit financial flexibility and that are weakly positioned for the rating. The rating considers Agro's aggressive roll-up strategy involving multiple acquisitions as well as the company's limited operating track record in its current form (pro forma sales of around $520 million compare to sales of just $120 million as recently as 2014). The combination of a limited operating history and a noisy earnings profile, involving multiple EBITDA add-backs, reduces visibility into Agro's longer-term earnings and cash flow generating capabilities. Moody's notes the company's aggressive growth strategy to date, with capex and acquisition spend well beyond the bounds of internally generated cash flows, along with Moody's expectations of a barely adequate liquidity profile with minimal free cash flow generation and a likely reliance on external sources of financing. The ratings could be downgraded if cash flow from operations does not increase materially during 2018 or if growth-oriented capital expenditures remain near historical levels. These concerns are in part tempered by Agro's growing footprint as a provider of cold storage services, the company's expertise in the handling of food produce, and its portfolio of strategically located facilities at major ports in the US and Europe. The recurring and relatively stable demand characteristics of the cold storage business as well as generally favorable secular tailwinds which Moody's expect to support future topline growth add further support to the rating. Moody's expects Agro to have an adequate liquidity profile over the next 12 to 18 months. On-going cash balances are likely to be minimal at around $10 million and Moody's anticipate free cash flow generation to be flat to modestly positive at best. External liquidity is provided by a $60 million ABL facility that expires in 2022 ($47 million currently available). The facility contains a springing fixed charge coverage ratio of 1x that comes into effect if availability falls below the greater of $4 million and 10% of the committed amount and borrowing base. The stable rating outlook reflects Moody's expectations that favorable secular trends and the stable demand characteristics of the cold storage industry will support a steady operating profile over the next twelve months. The stable outlook assumes that growth capex will be meaningfully reduced over the coming quarters and that Agro's operating cash flows will be significantly higher going forward. The ratings could be upgraded if Moody's adjusted Debt-to-EBITDA was expected to remain at or below 5.5x. Any upgrade would be predicated on the maintenance of a good liquidity profile, a cleaner set of financials with less add-back adjustments, and strong operating performance. The ratings could be downgraded if cash flow from operations does not increase materially during 2018 or if growth-oriented capital expenditures remain near historical levels. The ratings could be downgraded if cash flow generation were expected to remain negative or if there was continued usage under the revolver to fund cash flow shortfalls. Debt-financed acquisitions that increase financial leverage would also result in a downgrade. The ratings could be downgraded if Debt-to-EBITDA was expected to be sustained in the high 7x range. A weakening of profitability metrics could also result in downward rating pressure. The following is a summary of rating actions: Issuer: Agro Merchants Intermediate Holdings, L.P. Corporate Family Rating, assigned B3 Probability of Default Rating, assigned B3-PD $350 million first lien senior secured term loan due 2024, assigned B3 (LGD3) $90 million second lien senior secured term loan due 2025, assigned Caa2 (LGD5) Outlook, assigned Stable Agro Merchants Group, headquartered in Alpharetta, Georgia, owns and operates 61 facilities in 11 countries in Europe, North America, Latin America and Asia Pacific. The company provides cold storage logistics services to its customers which include storage, packaging, material handling, blast freezing, and other services with an emphasis on the import/export of food related products. Agro is owned by funds managed by Oaktree Capital Management, L.P. and other limited partners. Pro forma revenues for the twelve months ended June 2017 are approximately $520 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. AGRO MERCHANTS: S&P Assigns B- Corp Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' corporate credit rating to Agro Merchants Global. The outlook is stable. S&P said, "At the same time, we assigned our 'B-' issue-level and '3' recovery ratings to the company's proposed $350 million first-lien term loan. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a default. "In addition, we assigned our 'CCC' issue-level and '6' recovery ratings to the company's proposed $90 million second-lien term loan. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default. "The 'B-' corporate credit rating on Agro Merchants reflects our expectation that the company's leverage will remain high following the proposed transaction, with a debt–to-EBITDA ratio of about 8x. Agro competes in the cold-storage logistics sector, which provides refrigerated warehouse storage and related services to food producers, traders, and retailers. Companies in this sector typically own substantial real estate. Agro has grown rapidly through acquisitions since its founding with capital from financial sponsor Oaktree Capital Management in 2013. "The stable outlook on Agro reflects our expectation that the company will benefit from its recent acquisitions and remain highly leveraged while maintaining appropriate credit ratios for the rating. "We could raise our ratings on Agro over the next 12 months if the company experiences better-than-expected operating results, uses its free operating cash flow to repay debt, and reduces debt to EBITDA below 7x or raises its FFO-to-debt ratio above 9%. We would also need to be confident that management would maintain these ratios. "We could lower our ratings on Agro if the company is more aggressive than we expect in pursuing debt-financed growth opportunities or if its operating results weaken from current levels, causing its liquidity position to deteriorate such that we revise our liquidity assessment to weak, or come to believe that its leverage is no longer sustainable over the long term." AGS ENTERPRISES: Unsecured Creditors to Get 4% of Trust Interest ---------------------------------------------------------------- AGS Enterprises, Inc., and KLN Steel Products Company LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas a first amended disclosure statement for their Joint Plan of Reorganization. The Plan provides for the continuation of the business of the Debtors as combined with the business the Non-Debtor Affiliates. Under the Plan, entities holding allowed general unsecured claims, excluding Frost Bank, LGC and U-Loft, will each receive their pro rata share of 4% of the Trust Interest. Such Trust Interest entitles each general unsecured creditor to be paid its pro rata share of: (a) Net Recoveries from the Causes of Action, provided however, that no distribution will be made to any unsecured trade creditor against which the Reorganized Debtors as combined with the Non-Debtor Affiliates assert an Avoidance Action or other affirmative claim is resolved; and (b) the Net Revenue generated from the post-confirmation business operations of the Reorganized Debtors as combined with the Non-Debtor Affiliates. Pursuant to the terms of the Global Settlement: (a) U-Loft will receive a 45% share of the Trust Interest which entitles U-Loft to be paid 45% of the distributions of Net Revenue by the Trust to the holders of unsecured claims; (b) Frost Bank will receive a 40% share of the Trust Interest which entitles Frost Bank to be paid 40% of the distributions of Net Revenue by the Trust to the holders of unsecured claims; and (c) LGC will receive a 11% share of the Trust Interest which entitles LGC to be paid 11% of the distributions of Net Revenue by the Trust to the holders of unsecured claims. The Schedules of AGS reflect unsecured claims in the amount of $408,289.84. In addition to the claims scheduled by AGS, a review of the claims register on July 21, 2017 reveals $982,540.12 in unsecured proofs of claim filed against AGS (exclusive of the proofs of claim in the amount of $4,900,270.20 filed by Frost Bank and $141,552,908 filed by U-Loft), many of which are duplicative claims and/or duplicative claims filed against KLN Steel. The Schedules of KLN Steel reflect unsecured claims in the amount of $898,165.69. In addition to the claims scheduled by KLN Steel, a review of the claims register on July 21, 2017 reveals $550,534.96 in unsecured proofs of claim filed against KLN Steel (exclusive of the proofs of claim in the amount of $6,075,683.38 filed by Frost Bank and $123,698,037 filed by U-Loft), many of which are duplicative claims and/or duplicative claims filed against AGS. A full-text copy of the First Amended Disclosure Statement, dated October 3, 2017, is available at https://is.gd/FFW1Ms Gardere Wynne can be reached at: Frank J. Wright, Esq. C. Ashley Ellis, Esq. Erin McGee, Esq. GARDERE WYNNE SEWELL LLP 2021 McKinney Avenue, Suite 1600 Dallas, Texas 75201 Tel: (214) 999-3000 Fax: (214) 999-4667 Email: ecfbankruptcy@gardere.com About AGS Enterprises AGS Enterprises, Inc., and KLN Steel Products Company, LLC, each filed a chapter 11 petition (Bankr. N.D. Tex. Case Nos. 16-34322 and 16-34323, respectively) on November 2, 2016. The petitions were signed by Kelly O'Donnell, president. The Debtors are represented by Frank Jennings Wright, Esq., at Coats Rose, P.C. The case is assigned to Judge Stacey G. Jernigan. The Debtors both estimated assets and liabilities at $1 million to $10 million at the time of the filing. About KLN Steel Products KLN Steel Products Company, LLC (Bankr. N.D. Tex. Case No. 16-34323), together with its parent company, AGS Enterprises, Inc. (Bankr. N.D. Tex. Case No. 16-34323) filed voluntary Chapter 11 petitions on Nov. 2, 2016. The Petitions were signed by Kelly O'Donnell, president. The case is assigned to Stacey G. Jernigan. The Debtor is represented by Frank Jennings Wright, Esq., at Coats Rose, P.C. At the time of filing, the Debtor estimated both assets and liabilities at $1 million to $10 million. As reported by Troubled Company Reporter on July 11, 2017, Frank J. Wright, Esq. of Gardere Wynne Sewell LLP replaces Coats Rose, P.C. as counsel. ALAMO TOWERS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Alamo Towers - Cotter, LLC c/o Marcus P. Rogers, P.C. 2135 E. Hildebrand San Antonio, TX 78209 Type of Business: Alamo Towers - Cotter, LLC owns an eight-story low-rise building in San Antonio, Texas. Located in the heart of the north central office market, Alamo Towers is centrally accessible to all key activities in the city. The 198,452 sq. ft. facility features easy access to San Antonio's major highways, panoramic views and ample parking space. Chapter 11 Petition Date: November 6, 2017 Case No.: 17-52599 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Craig A. Gargotta Debtor's Counsel: Anthony H. Hervol, Esq. LAW OFFICE OF H. ANTHONY HERVOL 4414 Centerview Dr, Suite 200 San Antonio, TX 78228 Tel: (210) 522-9500 Fax: (210) 522-0205 E-mail: hervol@sbcglobal.net Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Marcus P. Rogers, as Ind. Adm. of the Est. of James F. Cotter, Dec'd. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txwb17-52599.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Amcon Controls $2,592 AT&T $2,539 Cascade Water Services $4,273 DMC Mechanical Contracting $2,161 EMSER $3,847 Ferguson Facilities Supply $5,330 G&W Conctract Carpeting Inc. $22,075 Logix Communications, LP. $3,361 Matera Paper Company, Inc. $11,175 Munguia Electric $1,920 O'Connor & Associates $5,500 Oracle Elevator $22,003 Paramount Electric Motor Service $5,470 Real Estate Connection $7,472 RYNO Cleaning & Restoration $1,964 Sunn Carpets Flooring America $5,804 Total Com Management, Inc $8,180 Trane Company $4,221 Urban Space Construction LLC $21,338 Wilfrido Cabuto $6,100 ALLIANCE WELL SERVICE: Owns Insurance Premium Refund, Court Rules ----------------------------------------------------------------- Judge David T. Thuma of the U.S. Bankruptcy Court for the District of New Mexico granted Alliance Well Service, LLC's motion for partial summary judgment in the adversary proceeding captioned ALLIANCE WELL SERVICE, LLC, Plaintiff, v. J.S. WARD & SON, INC., Defendant, Adv. No. 17-1008 t (Bankr. D.N.M.). Judge Thuma addressed whether the Defendant was within its rights to retain Plaintiff's insurance premium refund, sent to Defendant as Plaintiff's insurance agent. Defendant received the refund from the insurer and applied it to amounts Plaintiff owed under a confirmed plan of reorganization. The parties filed cross-motions for summary judgment on the issue. In August 2015, Plaintiff's one-year insurance policy issued by St. Paul Fire and Marine Insurance Company was set to expire. The policy included property, inland marine, general liability, and "umbrella" coverage. St. Paul informed Defendant that the policy would be renewed only on an "agency bill" basis, requiring that the entire premium be paid up front, and that Defendant collects any amounts due from Plaintiff. The premium for the renewal policy was $134,042. The portion of the premium relating to general liability coverage was an estimate; the ultimate amount was to be determined by an audit conducted after the policy term. St. Paul issued a one-year renewal policy to Plaintiff effective August 1, 2016. Defendant was shown as St. Paul's authorized representative. The policy contract provided that, if the audit ultimately revealed an overpayment, St. Paul would refund the overpayment to Plaintiff. Lacking the cash to pay the premium in full, Plaintiff borrowed the money from Defendant and signed an Insurance Premium Finance Agreement. Under the agreement, Plaintiff granted Defendant a security interest in Plaintiff's right to a refund of any unearned premium. The mechanism set out in the agreement, like most premium finance agreements, allowed Defendant to cancel the policy if a loan default occurred, and then collect the refunded unearned premium and apply it to the loan balance. Having reviewed the motions, supporting affidavits, and briefs, and having heard arguments of counsel, the Court finds that Defendant's retention of the refund was improper. There is no dispute about who owns the Refund: Plaintiff does. The insurance contract makes that clear. The fact that Plaintiff borrowed money from Defendant to finance the premium for the St. Paul Policy does nothing to alter this fact. The Defendant is a lender, and at one time held a security interest in any unearned premium, but it never owned the policy or any unearned premium. To conclude, the Court asserts that the Refund is Plaintiff's property. It came into Defendant's possession innocently enough, but Defendant held no security interest in the Refund and had no setoff, recoupment, or other right to keep it. Defendant's retention of the Refund violated the confirmation and discharge injunctions. The bankruptcy case is in re: ALLIANCE WELL SERVICE, LLC, Debtor, Case No. 16-10078 t11 (Bankr. D.N.M.). A full-text copy of Judge Thuma's Opinion dated Oct. 27, 2017, is available at https://is.gd/Zo9ewO from Leagle.com. Alliance Well Service, LLC, Plaintiff, represented by Nephi D. Hardman, William F. Davis & Assoc., P.C. J.S. Ward and Son, Inc., Defendant, represented by Nancy S. Cusack, Hinkle Shanor LLP. Headquartered in Artesia, NM, Alliance Well Service, LLC filed for chapter 11 bankruptcy protection (Bankr. D.N.M. Case No. 16-10078) on Jan. 19, 2016, listing its total assets at $1.30 million and total liabilities at $4.52 million. The petition was signed by Tony A. Pennington, managing member. AMERICAN APPAREL: Has Until Jan. 2018 to Exclusively File Plan -------------------------------------------------------------- The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware has extended, at the behest of APP Winddown LLC and its affiliates, the exclusive periods for the Debtors to file a plan of reorganization through and including Jan. 12, 2018, and for the Debtors to solicit acceptance of the plan through and including March 14, 2018. As reported by the Troubled Company Reporter on June 28, 2017, the Court previously extended the periods by which the Debtors have the exclusive right to file a plan and to solicit acceptances of that plan through July 12, 2017, and Sept. 10, 2017, respectively. The Debtors sought that exclusivity extension, relating that they had just concluded the sale of their intellectual property and other wholesale assets to Gildan Activewear SRL for $100 million. With the Gildan Sale completed, the Debtors informed the Court that they were focusing their efforts on monetizing the remainder of their assets for the benefit of their creditors. About American Apparel American Apparel Inc. was one of the largest apparel manufacturers in North America, employing 4,700 employees across 3 active manufacturing facilities, one distribution facility and approximately 110 retail stores in the United States. American Apparel and its affiliates filed for chapter 11 protection in October 2015, confirmed a fully consensual plan of reorganization in January 2016, and substantially consummated that plan on Feb. 5, 2016. Unfortunately, the business turnaround plan upon which the Debtors' plan of reorganization was premised failed. American Apparel LLC, n/k/a APP Windown, LLC, along with five of its affiliates, again sought bankruptcy protection (Bankr. D. Del. Lead Case No. 16-12551) on Nov. 14, 2016, with a deal to sell the assets. The petitions were signed by Bennett L. Nussbaum, chief financial officer. As of the bankruptcy filing, the Debtors estimated assets and liabilities in the range of $100 million to $500 million each. As of the Petition Date, the Debtors had outstanding debt in the aggregate principal amount of approximately $215 million under their prepetition credit facility. Additionally, the Debtors have guaranteed one of its United Kingdom subsidiaries' obligations under a $15 million unsecured note due Oct. 15, 2020, according to court document. The Debtors have hired Laura Davis Jones, Esq. and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel; Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J. Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group, LLC as financial advisors; Houlihan Lokey as investment banker; and Prime Clerk LLC, as claims and noticing agent. The Official Committee of Unsecured Creditors is represented by lawyers at Bayard P.A. and Cooley LLP. In early 2017, the Debtors succeeded in selling their intellectual property and certain of their wholesale assets to Gildan Activewear SRL for approximately $100 million. The Court approved the Sale on Jan. 12, 2017, and the Sale closed on Feb. 8, 2017. On Feb. 9, 2017, in accordance with the closing of the Sale and the Sale Order, the Debtors filed appropriate documentation to change their names as: New Name Former Name -------- ----------- APP Winddown, LLC American Apparel, LLC APP USA Winddown, LLC American Apparel (USA), LLC APP Retail Winddown, Inc. American Apparel Retail, Inc. APP D&F Winddown, Inc. American Apparel Dyeing & Finishing, Inc. APP Knitting Winddown, LLC KCL Knitting, LLC APP Shipping Winddown, Inc. Fresh Air Freight, Inc. AQUA LIFE CORP: Exclusive Plan Filing Deadline Moved to Jan. 5 -------------------------------------------------------------- The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida has extended, at the behest of Aqua Life Corp., the exclusive periods within which only the Debtor may file a plan of reorganization and solicit acceptances of the filed plan for a period of 60 days, through and including Jan. 5, 2018. As reported by the Troubled Company Reporter on Oct. 13, 2017, the Debtor told the Court its business operations were disrupted due to the passage of Hurricane Irma through South Florida in September 2017, which required the Debtor to prepare and secure the premises of its retail business and the numerous construction sites on which the Debtor was working at the time. As a result, the Debtor needs additional time to (a) formulate financial projections, (b) secure and obtain approval of post-petition financing arrangements that will permit the Debtor successfully reorganize, and (c) afford the Debtor with sufficient time to negotiate and prepare a plan of reorganization. About Aqua Life Corp. Aqua Life Corp., which conducts business under the name of Pinch-A-Penny #43, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-15918) on May 10, 2017. The petition was signed by Raymond E. Ibarra, vice-president. At the time of filing, the Debtor had $1.07 million in assets and $2.49 million in liabilities. The case is assigned to Judge Robert A Mark. No trustee, examiner or statutory committee has been appointed in the Debtor's case. AQUION ENERGY: Plan Outline Okayed, Plan Hearing on Dec. 19 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware conditionally approved the outline of AEI Winddown, Inc.'s proposed Chapter 11 plan of liquidation, allowing the company to begin soliciting votes from creditors. The order, signed by Judge Kevin Carey on Nov. 7, required creditors to file their objections and ballots accepting or rejecting the plan on or before Dec. 12. A court hearing to consider confirmation of the plan is scheduled for Dec. 19. Under the proposed liquidating plan, creditors holding Class 4 unsecured claims will receive a distribution of approximately 15% to 22% of their allowed claims. Approximately $13.8 million in unsecured claims had been filed against AEI Winddown and approximately $13 million in unsecured claims had been scheduled by the company. The company estimated that approximately $19.5 million to $25.4 million in unsecured claims will ultimately be allowed. An official will be appointed to administer the liquidating trust, which will be established on the effective date of the plan to, among other things, administer trust assets, pursue causes of action and make all distributions to beneficiaries, according to AEI Winddown's disclosure statement. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/deb17-10500-398.pdf About Aquion Energy Pittsburgh, Pennsylvania-based Aquion Energy Inc., now known as AEI Winddown, Inc., manufactures saltwater Batteries with a proprietary, environmentally-friendly electrochemical design. Aquion was founded in 2008 and had its first commercial product launch in 2014. Designed for stationary energy storage in pristine environments, island locations, homes, and businesses, its batteries have been Cradle to Cradle Certified, an environmental sustainability certification that has never previously been given to a battery producer. Aquion Energy filed a Chapter 11 petition (Bankr. D. Del. Case No. 17-10500) on March 8, 2017. Suzanne B. Roski, the CRO, signed the petition. The Debtor estimated $10 million to $50 million in assets and liabilities. Judge Kevin J. Carey presides over the case. The Debtor tapped Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel, and Suzanne Roski of Protiviti, Inc., as chief restructuring officer. The Debtor also engaged Kurtzman Carson Consultants, LLC, as claims and noticing agent. The official committee of unsecured creditors formed in the case has retained Lowenstein Sandler LLP as counsel, and Klehr Harrison Harvey Branzburg LLP as Delaware co-counsel. ARMSTRONG ENERGY: Moody's Withdraws Ca CFR Amid Bankruptcy ---------------------------------------------------------- Moody's Investors Service has withdrawn Armstrong Energy, Inc.'s Ca Corporate Family Rating (CFR), D-PD Probability of Default Rating (PDR), and Ca ratings on the senior secured notes. The ratings have been withdrawn following Armstrong's announcement to file for reorganization under chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the Eastern District of Missouri. Outlook Actions: Issuer: Armstrong Energy, Inc. -- Outlook, Changed To Rating Withdrawn From Negative Withdrawals: Issuer: Armstrong Energy, Inc. -- Probability of Default Rating, Withdrawn , previously rated D- PD -- Corporate Family Rating, Withdrawn , previously rated Ca -- Senior Secured Bank Credit Facility, Withdrawn , previously rated Ca -- LGD3 RATINGS RATIONALE Moody's has decided to withdraw the ratings due to the Chapter 11 announcement. Armstrong Energy (Armstrong) is based in St. Louis, Missouri and is engaged in coal mining in western Kentucky. The company sells coal to electric utilities across the southeastern United States. Armstrong was formed in 2006 and is majority owned by Yorktown Partners LLC, an energy-focused private equity firm based in New York. For the twelve months ended June 30, 2017 Armstrong generated revenues of $253 million. AVAYA INC: Plan Confirmation Hearing Slated for November 28 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will hold a hearing on Nov. 28, 2017, at 2:00 p.m. (Prevailing Eastern Time) at One Bowling Green, New York, New York, to consider confirmation of the second amended joint Chapter 11 plan of reorganization of Avaya Inc. and its debtor-affiliates. Objections to the Debtors' amended Chapter 11 Plan, if any, must be filed not later than 4:00 p.m. (Prevailing Eastern Time) on Nov. 24, 2017. Deadline for voting on the Debtors' Chapter 11 Plan is Nov. 24 at 4:00 p.m. (Prevailing Eastern Time). As reported by the Troubled Company Reporter on Oct. 26, 2017, Avaya on Oct. 24 disclosed that it has reached global consensus regarding the terms of a chapter 11 plan with its major creditors, including the Ad Hoc Group of First Lien Creditors (the "First Lien Group"), the Ad Hoc Group of Crossover Creditors (the "Crossover Group"), the Official Committee of Unsecured Creditors (the "Creditors' Committee"), and Pension Benefit Guaranty Corporation ("PBGC"). As a result of the Global Resolution, Avaya has filed a Second Amended Plan of Reorganization (the "Second Amended Plan") which, among other things: a) increases recovery for holders of Second Lien Notes Claims to 4.0% of Reorganized HoldCo Common Stock, and distributes warrants for an additional 5.0% of Reorganized HoldCo Common Stock to holders of Second Lien Notes Claims; b) reduces the distribution of Reorganized HoldCo Common Stock to holders of First Lien Debt from 91.5% to 90.5%; c) increases PBGC's proposed cash recovery from $300 million to $340 million and reduces PBGC's recovery in the form of Reorganized HoldCo Common Stock from 7.5% to 5.5%; and d) reduces recoveries available to holders of General Unsecured Claims to $57.5 million. Avaya has also entered into a plan support agreement with members of the Crossover Group. As a result, the Second Amended Plan is now supported by holders of more than two-thirds of Avaya's First Lien Debt and more than two-thirds of Avaya's Second Lien Notes. Avaya has also filed a Disclosure Statement Supplement and, subject to customary approvals, will distribute that supplement to voting creditors. Additionally, Avaya has filed a request for an updated confirmation schedule to accommodate this resolution. Subject to those approvals, including confirmation of the Second Amended Plan, Avaya expects to complete its restructuring and emerge from chapter 11 protection in 2017. Avaya also disclosed that it is launching an exit financing process secured by fully underwritten commitments. Subject to Bankruptcy Court approval, these commitments include $2.925 billion of funded debt, including a $2.425 billion term loan underwritten by a group of banks led by Goldman, Sachs & Co. and Citibank, N.A. Avaya projects to have $2.925 billion of funded debt and a $300 million senior secured asset-based lending (ABL) facility available upon emergence from bankruptcy, a substantial reduction from the approximately $6 billion of debt on its balance sheet when Avaya commenced its financial restructuring. This revised capital structure is expected to save Avaya more than $200 million in annual interest expense compared to fiscal year 2016. The debt restructuring will also provide Avaya with longer dated debt maturities and improve its ability to pursue future growth opportunities as it emerges as a public company. "The Global Resolution is one of the most significant milestones in our chapter 11 process, and we are pleased to have gained the Crossover Group's support for the Second Amended Plan," said Jim Chirico, Avaya's President and Chief Executive Officer. "It was our goal all along to reach a Plan of Reorganization that is fully supported by all of our major creditor groups. With a consensus-backed Plan and exit financing commitments in hand, we are closer than ever to emerging as a stronger, more competitive company. These developments are good news not only for Avaya, but for our customers and partners as well." About Avaya Inc. Avaya Inc. is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; Zolfo Cooper LLC as restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG LLP as tax and accountancy advisor; and The Siegfried Group, LLP, as financial services consultant. Prime Clerk LLC is their claims and noticing agent. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. Morrison & Foerster is the creditors committee's counsel. On April 13, 2017, the Debtors filed their joint Chapter 11 plan of reorganization. Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as advisors to an ad hoc group -- Ad Hoc Crossholder Group -- comprised of holders of the Company's (i) 33.98% of the $3.235 billion total amount outstanding under loans issued pursuant to a Third Amended and Restated Credit Agreement, amended and restated as of December 12, 2012 (the "Prepetition Cash Flow Term Loans"); (ii) 28.38% of the $1.009 billion total principal amount outstanding under notes issued pursuant to an indenture for the 7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes"); (iii) 12.82% of the $290 million total principal amount outstanding under notes issued pursuant to an indenture for 9.00% Senior Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70% of the $1.384 billion total amount outstanding under notes issued pursuant to an indenture for 10.5% Senior Secured Notes Due 2021 (the "Second Lien Notes"); and (v) 24% of the $725 million outstanding under loans issued under the Debtors' debtor-in-possession financing (the "DIP Facility") pursuant to a Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of Jan. 24, 2017. BCL ONE: Taps Re/Max Leading Edge as Broker ------------------------------------------- BCL One, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire a real estate broker. The Debtor proposes to employ Re/Max Leading Edge to act as broker to secure a lease and tenant for its real property located at 120 East Council Street, Salisbury, North Carolina. Re/Max will be paid a flat fee of $1,000 for its services. Jayne Helms Gunter, a broker employed with Re/Max, disclosed in a court filing that she does not hold any interest adverse to the Debtor or its estate and creditors. The firm can be reached through: Jayne Helms Gunter Re/Max leading Edge 354 George Liles Parkway #40 Concord, NC 27028 About BCL One LLC BCL One, LLC listed its business as a single asset real estate. It owns in fee simple interest a real property located at 120 E. Council Street, Salisbury, NC 28144, Suites 100 and 300, valued by the company at $1.92 million. It is an affiliate of Esby Corporation and Summit Investment Co., Inc., both of which sought bankruptcy protection on March 2, 2017 (Bankr. M.D.N.C. Case Nos. 17-50228 and 17-50230, respectively). Based in Salisbury, North Carolina, BCL One filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 17-51061) on October 6, 2017. The petition was signed by Clay B. Lindsay, Jr., its member/manager. The Debtor is represented by Samantha K. Brumbaugh, Esq. at Ivey, McLellan, Gatton & Siegmund, LLP as counsel. Judge Lena M. James presides over the case. At the time of filing, the Debtor estimated $1.93 million in total assets and $1.72 million in total liabilities. BEASLEY MEZZANINE: Moody's Rates $245MM Secured Loans 'B1' ---------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Beasley Mezzanine Holdings, LLC (Beasley or the company) senior secured credit facilities, consisting of a $20 million senior secured revolving credit facility maturing in November of 2022 and $225 million senior secured term loan maturing in November of 2023. The company will use proceeds from the transaction to repay existing debt and pay $12 million dollars in cash towards a radio station asset swap. The outlook is stable. All other ratings remain unchanged and Moody's will withdraw ratings on repaid debt upon closing of debt refinancing. Issuer: Beasley Mezzanine Holdings, LLC Assigned: -- NEW $20 million Senior Secured Revolving Credit Facility: Assigned B1, LGD3 -- NEW $225 million Senior Secured Term Loan Facility: Assigned B1, LGD3 To Be Withdrawn: -- $20 million Senior Secured Revolving Credit Facility: B1, LGD3, to be withdrawn -- $265 million Senior Secured Term Loan B Facility: B1, LGD3, to be withdrawn RATINGS RATIONALE The newly launched term loan has a similar structure to the existing term loan, providing for increased potential accordion availability, a reduced cash flow sweep and increased ability for dividend payments for equity holders. Subsequent to its acquisition of Greater Media, Beasley's performance met Moody's expectations, and the company has slightly exceeded its own cost-savings budget. The pending asset swap of WMJX-FM, 106.7 MHz Boston to WBZ-FM, 98.5 MHz Boston with Entercom will provide Beasley with improved operating cashflow, with a slight decline in pro-forma leverage when incorporating the to-be swapped stations. The company's B2 corporate family rating reflects its high leverage, the mature and cyclical nature of radio advertising demand, the small size of the company and the strong position that Beasley has in some of the better radio markets along the US eastern seaboard, partially offset by some concentration in 3 key DMA's. Beasley has executed the majority of the synergies that it expected to realized through 2017, with one million of incremental synergies left for Q4 2017. This resulted in a stronger consolidated presence in the Boston and Charlotte DMAs, while addressing weaknesses in the Philadelphia cluster. Beasley derives over 50% of its revenue from these three markets combined, with 12 other markets providing for a broader contribution to a revenues base. Beasley also maintains leading positions within smaller markets where it operates and has been successful at addressing weaknesses in the Detroit cluster, which resulted in year over year revenue growth during the first half of 2017. Moody's expects minimal top-line growth over the longer term, due to the stagnant nature of the radio advertising industry and the competition for listener airtime with other forms of media. Moody's also expect continued need for cost management that the Beasley family has successfully executed previously over the course of the most recent 2008 economic downturn. With the integration of Greater Media underway, Beasley expects to bring its acquired stations operating margins higher towards those of Beasley following the execution of cost saving initiatives. Moody's operating performance forecast incorporates maintenance of mid-to-high single-digit free cash flow to debt ratios, and minimal usage of the company's revolving credit facility. The stable outlook reflects Moody's view that revenue will grow minimally over the next 12-18 months, in line with the overall radio industry. Moody's expect the company to continue de-levering over the next 12-18 months, while maintaining good cash flow and liquidity. The outlook does not incorporate significant shareholder distributions or debt financed acquisitions that would increase debt-to-EBITDA above 6.0x (including Moody's standard adjustments). Ratings could be upgraded if the company's revenue base grows materially in excess of its peers, increasing its local market-share and using its improved profitability to de-lever. Ratings could be upgraded if debt-to-EBITDA is sustained comfortably below 4.5x (including Moody's standard adjustments) with free cash flow-to-debt above 10%. Ratings could be downgraded if the company's revenue declines materially relative to its peers, with debt-to-EBITDA sustained above 6.0x (including Moody's standard adjustments) and free cash flow-to-debt remaining below 5%. The ratings for the debt instruments reflect an all-bank loan proposed capital structure and the dominance of the proposed rated debt in the capital structure. Moody's rates the first lien senior secured revolver and term loan B1 (LGD3), one notch above CFR. The revolver is pari passu with the term loan, and both are secured on a first priority basis by all the capital stock and substantially all tangible and intangible assets of Beasley Mezzanine Holdings and each guarantor. The guarantors include the parent company, Beasley Broadcast Group, Inc., and all current and future domestic material subsidiaries of Beasley Broadcast Group. Pro-forma for former Greater Media leases and divested and exchanged stations, Moody's expect total operating leases to be approximately $11 million. Greater Media acquisition contributed approximately $4 million of unfunded pension obligations at FYE 2016. The term loan amortizes 1% annually and the company is required to make mandatory prepayments due to the excess cash flow sweep (with eventual step downs to 25% and 0% dependent on the Total Net Leverage Ratio). The First Lien Net Leverage Ratio covenant was 6.25x as of September 2017, with a step-down in June of 2018 to 6.0x under the newly proposed credit facilities. The principal methodology used in these ratings was Media Industry published in June 2017. Beasley Mezzanine Holdings, LLC owns and operates 63 radio stations and related websites and mobile applications across 15 markets. The company's station portfolio is located across the eastern seaboard of the United States, with major contributions to revenue from the Philadelphia, Boston, Charlotte and Tampa markets. The company is publicly traded and family controlled by the Beasley family via a dual-class share structure. Beasley family controls 94.4% of all voting power of Beasley based on all classes of outstanding stock. On a pro-forma consolidating basis, the combined Beasley company has earned $255 million in revenues for the last twelve months ending September 30, 2017. BEBE STORES: Principal Accounting Officer and Controller Leaves --------------------------------------------------------------- Darren Horvath, bebe stores, inc.'s principal accounting officer and controller, is no longer employed with the Company, effective Oct. 27, 2017. Mr. Horvath will be receiving a cash bonus of $50,000 and a severance payment of $46,154 in exchange for a general release of claims, according to a Form 8-K report filed with the Securities and Exchange Commission. About bebe stores inc. Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) -- http://www.bebe.com/-- is a women's retail clothier established in 1976. The brand develops and produces a line of women's apparel and accessories, which it markets under the Bebe, BebeSport, and Bebe Outlet names. Manny Mashouf founded bebe stores, inc. and has served as chairman of the Board since the Company's incorporation in 1976. Mr. Mashouf became the chief executive officer beginning February 2016. He previously served as the Company's CEO from 1976 to February 2004 and again from January 2009 to January 2013. Mr. Mashouf is the uncle of Hamid Mashouf, the Company's chief information officer. The Company operated brick-and-mortar stores in the United States, Puerto Rico and Canada. The Company had 142 retail stores before ending all retail operations in the U.S. by May 27, 2017. As of July 1, 2017, the Company had no remaining stores and had fully impaired, all of its remaining long-lived assets at its corporate offices and distribution center because of the shut-down of its operations. bebe stores reported a net loss of $138.96 million on $0 of net sales for the fiscal year ended July 1, 2017, compared to a net loss of $27.48 million on $0 of net sales for the fiscal year ended July 2, 2016. As of July 1, 2017, bebe stores had $52.52 million in total assets, $63.62 million in total liabilities and a total shareholders' deficit of $11.10 million. The report from the Company's independent registered public accounting firm Deloitte & Touche LLP, in San Francisco, California, for the year ended Dec. 31, 2016, includes an explanatory paragraph stating that the Company has incurred recurring losses from operations and negative cash flows from operations and expects significant uncertainty in generating sufficient cash to meet its obligations and sustain its operations, which raises substantial doubt about its ability to continue as a going concern. BI-LO HOLDING: Moody's Lowers Corporate Family Rating to Caa1 ------------------------------------------------------------- Moody's Investors Service downgraded BI-LO Holding Finance, LLC's Corporate Family Rating to Caa1 from B3 and probability of default rating to Ca-PD from B3-PD. Moody's also downgraded the rating of the company's senior unsecured PIK toggle notes ("HoldCo notes") to Ca from Caa2. BI-LO, LLC's senior secured notes ("OpCo notes") were also downgraded from Caa1 from B3. The rating outlook is negative. "The high refinancing risk due to the company's significant debt maturities in 2018 and 2019 is a cause for concern as the current capital structure is unsustainable and the weak liquidity primarily due to the significant debt maturities increases the probability of a distressed exchange, hence the downgrade", Moody's Vice President Mickey Chadha stated. "From an operating performance standpoint BI-LO has demonstrated improvement in EBITDA and credit metrics and Moody's expect this trend to continue", Chadha further stated. Downgrades: Issuer: BI-LO Holding Finance, LLC -- Probability of Default Rating, Downgraded to Ca-PD from B3-PD -- Corporate Family Rating, Downgraded to Caa1 from B3 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca(LGD6) from Caa2(LGD6) Issuer: BI-LO, LLC -- Senior Secured Regular Bond/Debenture, Downgraded to Caa1(LGD4) from B3(LGD4) Outlook Actions: Issuer: BI-LO Holding Finance, LLC -- Outlook, Changed To Negative From Stable RATINGS RATIONALE The Caa1 Corporate Family Rating reflects the company's weak liquidity primarily due to the looming significant debt maturities, the high refinancing risk and the increased probability of a distressed exchange. The company's $475 million unsecured HoldCo PIK Toggle notes mature in September 2018 while the $425 million senior secured OpCo notes mature February 15, 2019. In addition to the maturities of the notes the company's $900 million ABL with around $284 million drawn matures November 2018 if there are any OpCo notes outstanding at that date. The company's operating performance has improved and Moody's expect debt/EBITDA and EBIT/interest to be around 5.25 times and about 1.0 times at the end of fiscal 2017 compared to 5.9 times and 0.7 times at the end of fiscal 2016. The ratings also reflect the highly competitive and challenging operating environment particularly in the geographies in which the company operates. Although Moody's expect the deflationary pressure on food items to abate in the second half of 2017 Moody's expect pricing pressure due to intense competition and new competitive openings to continue to pressure top-line and profitability. The ratings are supported by the company's good franchise position in a market well penetrated by competitors, its large scale and geographic footprint. The rating outlook is negative and reflects the uncertainty surrounding the refinancing of the significant debt maturities in 2018 and 2019. Ratings could be upgraded if the company refinances its capital structure thereby improving its liquidity profile and demonstrates the ability and willingness to achieve and maintain debt to EBITDA below 5.75 times and maintain EBIT to interest over 1.0 times with financial policies remaining benign. Ratings could be downgraded if the company does not refinance its debt maturities in the near term, cash flow, same store sales growth and operating margins deteriorate or financial policies become more aggressive. Ratings could also be downgraded if EBIT/interest remains below 1.0 times or debt to EBITDA is sustained above 6.75 times. The principal methodology used in these ratings was Retail Industry published in October 2015. BI-LO Holding Finance, LLC, and its subsidiaries, operates as a food retailer in the Southeastern United States. The Company operates 704 supermarkets in Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina, and South Carolina under the "Winn-Dixie", "BI-LO", "Harveys" and "Fresco y Más" supermarket banners. The company is owned by private equity firm Lone Star. Revenue totaled $10.1 billion for the LTM period ending July 12, 2017. BLANKENSHIP FARMS: Trustee Selling Darden Property for $65K ----------------------------------------------------------- Marianna Williams, the Chapter 11 trustee for Blankenship Farms LP, asks the U.S. Bankruptcy Court for the Western District of Tennessee to authorize the sale of 44.65 acres located at 1760 Darden Christian Chapel Road, Darden, Tennessee to Ralph Gabbard for $65,000. Gabbard formerly owned a farm located at 1760 Darden Christian Chapel Road consisting of 169 acres (per the real estate assessment data records with the State of Tennessee). He owner financed the sale of said property to James Trent Blankenship and wife, Wendy Blankenship by virtue of a Warranty Deed and Trust Deed. The Blankenships thereafter transferred said property to Blankenship Farms, LP. It is believed that Farm Credit Services has a junior Deed of Trust on the property more particularly shown in Trust Deed Book 581, page 132 in the Register's Office of Henderson County, Tennessee, and that Tennessee Farmer Cooperative holds a third mortgage found in Trust Deed Book 583, page 634 in said Register's Office. Said farm consists of 169 acres (per Tennessee Real Estate assessment data) including 44.56 acres of "hill ground" which consists of Gabbard's residence (life estate heretofore retained) and cut over timberland surrounding his residence. The balance of the farm per the Tennessee Real Estate assessment data consists of approximately 125 acres of rotation crop land and/or pasture. The outstanding balance owed to Gabbard per his Trust Deed is approximately $204,502 plus accruing interest and certain fees and expenses. The Trustee and Gabbard, jointly, desire to allow Gabbard to purchase the "hill ground" which consists of his house and the cut over timberland surrounding his house for the sum of $65,000 which will then be deducted from the payoff balance on the first mortgage held by him in the current amount of $204,502. The remaining balance of $139,502 plus accruing interest will then be the amount due on the first mortgage, the Trust Deed Ralph Gabbard currently holds, which will then be secured by 125 acres which the Trustee, as of the time of the filing of the Motion, has scheduled for an auction sale on Nov. 29, 2017. The sale will be free and clear of all liens. The parties have further agreed to share in the cost of the survey which will be an additional amount owed to Gabbard. The total survey expense amounts to $2,600. About Blankenship Farms Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an active Tennessee limited partnership whose primary business is farming operations for row crop and cattle. It filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on April 27, 2016, estimating assets and liabilities between $1 million and $10 million. The petition was signed by James Trent Blankenship, president of TWB Management Inc., general partner of the Debtor. The case is assigned to Judge Jimmy L. Croom. Robert Campbell Hillyer, Esq., at Butler Snow LLP, served as counsel to the Debtor. Adam Vandiver of Vandiver Enterprises, LLC, served as farm equipment appraiser, and Brasher Accounting was the accountant. Marianna Williams was appointed as Chapter 11 trustee on March 9, 2017. The trustee retained Baker Donelson Bearman Caldwell & Berkowitz, PC, as legal counsel. The trustee also tapped Evans Real Estate as real estate agent; Marvin E. Alexander and Alexander Auction & Real Estate Sales as auctioneer; and Phillip Hollis, Esq., to provide real property title search services. BLUE STAR: Proposes Chapter 11 Plan of Liquidation -------------------------------------------------- Blue Star Group, Inc., has filed with the U.S. Bankruptcy Court for the District of Maryland its proposed Chapter 11 plan of liquidation for the company and its affiliates. The plan is based upon the belief that a sale of a portion of their operating assets coupled with an orderly liquidation will generate more funds for repayment of creditors than if the bankruptcy cases were converted to Chapter 7 liquidation. The companies have received a letter of intent from an interested buyer wishing to acquire a substantial portion of their operating assets. Although a binding contract is in the process of being drafted, the companies and this potential buyer have an understanding of the primary terms of the sale. The potential buyer would assume Capital Bank's debt and collect the lease or purchase payment stream created by drivers who have signed on to the lease or purchase programs with the companies for the benefit of Zvi Guttman, the collateral agent. The potential buyer would acquire 60 passenger vehicle licenses out of approximately 250 currently owned by the companies, all vehicles and other assets related to their operations. The potential buyer would not acquire assets of Fleet Tech, one of the companies. The companies will have an executed contract on or before Dec. 1. In the event that they do not have an executed contract on or before Dec. 1, they will proceed with an orderly liquidation of all assets. The funds necessary to implement the liquidating plan will be generated from (i) the net proceeds from the lease and sale of the companies' vehicles pursuant to a previous court order; (ii) the net proceeds from the lease and sale of their interests in PVLs pursuant to a previous court order; (iii) the net proceeds from the sales of PVLs pursuant to a previous court order; (iv) assuming a sale to the prospective purchaser, the proceeds from the sale; (v) the proceeds from the sale of PVLs retained by the companies; (vi) in the event that the companies are unable to consummate a sale to the buyer, or any other party, the net proceeds from the liquidation of all of their assets; (vii) the funds held in the companies' bank accounts; (viii) the restricted funds held in the bank account at PNC Bank which are earmarked for tort claims; and (ix) the companies' accounts receivable. Under the plan, Class 7 general unsecured claims will be paid periodic pro rata distributions from revenues generated from the liquidation of assets after creditors in Classes 1 to 5 are paid in full, according to the companies' disclosure statement, which explains the plan. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/mdb16-26548-159.pdf About Blue Star Group Blue Star Group, Inc., Barwood, Inc., Checker Transportation Company, Inc., City Lease, Inc., Fleet Tech, Inc., and Silver Spring Transportation Company, each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Lead Case No. 16-26548) on Dec. 20, 2016. The petitions were signed by Lee Barnes, president. The cases are assigned to Judge Thomas J. Catliota. The Debtors are represented by Alan M. Grochal, Esq., Marissa K Lilja, Esq., and Joseph Michael Selba, Esq., of Tydings & Rosenberg, LLP. The Debtors hired Suzanne Sparrow as financial advisor, and SKMB, P.A., as accountant. As of Dec. 31, 2015, the Debtors and certain non-debtor driver partners had approximately $4.5 million in assets and approximately $5.4 million in liabilities. The Debtors have 57 employees as of the bankruptcy filing. In its petition, Blue Star Group listed under $50,000 in assets and under $10 million in liabilities. Barwood Inc. listed under $10 million in assets, and under $500,000 in liabilities. Fleet Tech listed under $100,000 in both assets and liabilities. The Office of the U.S. Trustee on Jan. 23, 2017, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Blue Star Group, Inc. and its affiliates. BROADSTREET PARTNERS: Moody's Affirms B2 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service has affirmed the B2 corporate family rating and B2-PD probability of default rating of BroadStreet Partners, Inc. (BroadStreet) following the company's announcement of plans to increase its senior secured term loan by $175 million to fund a $150 million dividend to shareholders. The company is also repricing its entire term loan. Moody's has assigned a B2 rating to the upsized and repriced term loan, and affirmed the B2 rating on the company's revolving credit facility. BroadStreet intends to use proceeds from the incremental borrowing to fund a dividend, pay down revolver borrowings and pay related fees and expenses. Moody's has changed the rating outlook for BroadStreet to negative from stable based on the increased borrowing to fund a sizable distribution to shareholders. RATINGS RATIONALE BroadStreet's ratings reflect its growing presence in middle market insurance brokerage, especially in the Midwest, its good diversification across clients and carriers, and its good EBITDA margins and solid free cash flow metrics. BroadStreet acquires majority interests in large agencies and allows its partners to operate fairly autonomously, maintaining their local and regional brands, with the prior owners retaining minority stakes. These strengths are tempered by the company's elevated financial leverage, and by the execution and contingent risks associated with its high volume of acquisitions. The company's existing and acquired operations face potential liabilities arising from errors and omissions in the delivery of professional services. The proposed transaction could signal an increased appetite for leverage relative to Moody's original expectations. The pending transaction will increase BroadStreet's pro forma debt-to-EBITDA ratio to just above 7x, per Moody's estimates, which include accounting adjustments for operating leases, deferred earnout obligations and run-rate earnings from recent acquisitions. The (EBITDA -- capex) interest coverage will be in the range of 1.5x -- 2x. The rating agency expects BroadStreet to steadily reduce its financial leverage ratio over the next 12-18 months. The ratings could be downgraded should the leverage ratio remain above 6.5x. Given the negative outlook, a rating upgrade is unlikely. Factors that could return the outlook to stable include: (i) debt-to-EBITDA ratio below 6.5x, (ii) maintain (EBITDA - capex) coverage of interest above 1.5x, and (iii) maintain free-cash-flow-to-debt ratio above 3%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 6.5x, (ii) (EBITDA - capex) coverage of interest below 1.5x, or (iii) free-cash-flow-to-debt ratio below 3%. Moody's has affirmed the following ratings: Corporate family rating B2; Probability of default rating B2-PD; $100 million senior secured revolving credit facility maturing in November 2021 at B2 (LGD3). Moody's has assigned the following rating: $582 million (including $175 million increase) senior secured term loan maturing in November 2023 at B2 (LGD3). Moody's will withdraw the B2 rating from the existing $407 million senior secured term loan once it is repaid/terminated. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in September 2017. Headquartered in Columbus, Ohio, BroadStreet ranked as the 15th-largest US insurance broker based on 2016 revenues, according to Business Insurance. The company generated total revenue in excess of $430 million for the 12 months through September 2017. BUILDIRECT.COM TECH: Chapter 15 Recognition Hearing Set for Dec. 6 ------------------------------------------------------------------ The United States Bankruptcy Court for the Central District of California, Los Angeles Division, will hold a hearing on Dec. 6, 2017, at 10:00 a.m., regarding BuildDirect.com Technologies Inc.'s application for recognition of an initial order under the Companies' Creditors Arrangement Act. Recognition of the initial order would effectively extend its effect into the United States. According to a report by the Globe and Mail, BuildDirect.com Technologies, one of Vancouver's top tech firms, filed for creditor protection in Canada, days after the sudden departure of founder and CEO Jeff Booth. On Nov. 3, BuildDirect sought and obtained an interim order from the US Court recognizing certain elements of the Initial CCAA Order immediately. The US Interim Order applies to 22 "Urgent Suppliers": -- ABF - Supply Chain Solutions; -- Amware Logistics Services of NJ; -- Autho, Inc.; -- Bloomreach Inc.; -- Convey Inc.; -- Diversified Industries; -- Eco Floor Direct Inc.; -- Eleganza; -- FedEX; -- Impact Radius; -- Iris Cermaics US Inc.; -- Kronotex USA; -- Logistical Labs; -- MS International Inc.; -- Middle Tennessee Lumber Co. Inc.; -- Midwest Warehouse; -- Moldings Online; -- MP Global Products LLC; -- RC Vinyl LA; -- Select Express & Logistics; -- SPS Commerce Inc.; and -- The Terminal Corporation. The US Interim Order is effective as of October 31, 2017, and applies to the 22 urgent suppliers and certain parties to litigation commenced against BuildDirect Technologies in the United States ("Litigants"). In general, the stay of proceedings granted by the Canadian Court now applies to the Litigants and the 22 Urgent Suppliers. Further, the 22 Urgent Suppliers are also restricted from cancelling any contracts/service arrangements that were in place prior to the Initial Order. On Oct. 31, BuildDirect sought and obtained an Initial Order pursuant to the CCAA. The company's stated purpose for doing so was to facilitate either a recapitalization or a sale transaction as part of the CCAA proceedings, and facilitate further financing that the company required. To continue to fund the company operations, BuildDirect negotiated a US$15 million DIP Term Sheet with a syndicate of lenders who are significant investors in the company. The CCAA Court has granted approval of the Interim Financing which provides for an immediate advance of US$4 million within 24 hours of approval of the DIP Term Sheet by the Court. The company's intention is to continue its operations during these CCAA proceedings while it works on its financial restructuring. BuildDirect is represented by: Sara L. Chenetz, Esq. Perkins Coie LLP 1888 Century Park East, Suite 1700 Los Angeles, CA 90067 Tel: (310) 788-3218 Email: SChenetz@perkinscoie.com About BuildDirect.com Launched in 1999, BuildDirect.com Technologies, Inc. -- https://www.builddirect.com -- is an online manufacturer-wholesaler of flooring and building materials. For interiors, the Company offers a wide selection of flooring (laminate flooring, solid hardwood floors, engineered flooring, bamboo flooring, cork flooring, stone & tile flooring) plus kitchen & bath products like granite countertops and vanity tops, stone slabs and stainless steel sinks. The company also offers decking, siding, roofing and landscape products. BuildDirect.com ships its products to every state in the U.S. plus 60 other countries. On Oct. 31, 2017, BuildDirect.com Technologies Inc. commenced a case under the Canadian Companies' Creditors Arrangement Act, R.S.C., in the Supreme Court of British Columbia, in Canada. The BC Court approved the appointment of PriceWaterhouseCoopers Inc. as monitor. On Nov. 1, 2017, BuildDirect commenced a Chapter 15 case (Bankr. C.D. Cal. Case No. 17-23522) in Los Angeles, California, to seek U.S. recognition of the CCAA case. John Sotham, vice president of Finance of BuildDirect, signed the Chapter 15 petition. Sara L. Chenetz, Esq., at Perkins Coie LLP, is counsel in the U.S. case. BUNGE LTD: Fitch Affirms BB+ Preference Shares Rating ----------------------------------------------------- Fitch Ratings has affirmed Bunge Ltd.'s Long-Term Issuer Default Rating (IDR) at 'BBB'. The company had approximately $6.5 billion of total debt (granting 50% equity credit for Bunge's convertible preference shares) as of Sept. 30, 2017. The Rating Outlook is revised to Negative from Stable. The Negative Outlook reflects the multiple earnings revisions during 2017 that have reduced Bunge's EBIT guidance by roughly $600 million, or 42%, to approximately $750 million. This is relative to the $1.2 billion range over the past four years. Earning pressure has been driven by industry challenges, structural issues and executional missteps primarily affecting Bunge's agribusiness segment combined with additional headwinds in the milling and sugar and bioenergy segments that has increased readily marketable inventory (RMI)-adjusted leverage to the upper 2x level, which is materially above Fitch rating sensitivity. Leverage will be additionally pressured by Bunge's acquisition for $946 million (a 13x multiple before synergies) of a 70% interest in Loders Croklaan, a downstream B2B specialty oils and fats company that is expected to close in mid-2018. While Fitch expects EBITDA could return to more normalized levels of $1.8 billion (including Loders Croklaan and sugar & bioenergy) during the next 24 months from a projected low with EBITDA in the mid-$1.3 billion range for 2017, there are risks with a delay in recovery that keeps leverage elevated above 2x. These risks include further global disruption within the crush-margin complex that reduces profitability, particularly if U.S. and Brazil crush margins compress further; commodity over-supply conditions continue to remain for an extended period, continued challenges with farmers commercializing grains, lack of execution on cost initiatives program, major decline in vegetable oil prices and any other unforeseen challenges. KEY RATING DRIVERS Earnings at Bottom of Cycle: The agribusiness segment has historically accounted for roughly $900 million of EBIT, which is approximately 75% of overall consolidated operations during the past four years and is expected to be in the range of $425 million-$500 million in 2017. This is primarily related to challenges with soy crush margins and grain originations and handling. The current global crush-margin complex is at the low end of the range due to several factors that have affected profitability including the current commodities oversupply and weak farmer economics that has increased commodity retention. Fitch believes 2017 could represent a low point, with EBITDA returning to more normalized levels during the next 24 months. Drivers for increased earnings would include expansion in global crush margins, sustained improvement in grain origination results particularly in South America, good execution on cost efficiencies, and improvement in milling results as Brazil demonstrates a sustained economic recovery. However, downside risks remain in Brazil due to uncertainties related to the domestic reform agenda and continued fiscal slippage weighing on business confidence. Agribusiness Segment Concentration: Bunge has a global integrated agribusiness footprint with a leading position in oilseed processing and logistics that supported an average of $1.8 billion in EBITDA during 2013-2016. Bunge has considerable geographical diversification covering all major export and import markets with substantial exposure to South America that represents approximately 36% of its total processing capacity. While the food and ingredients business (21% of EBIT in 2016) provides some diversification to the business portfolio, Bunge's overexposure to the agribusiness segment creates more susceptibility to earnings volatility than it does for its peers. Bunge has attempted to improve sustainability of longer-term returns and decrease earnings concentration through actively managing its asset portfolio, which is expected to reduce volatility and potentially address past earnings stagnation. The company has evolved its food and ingredients footprint via more than $1 billion in bolt-on acquisitions within the value-added space during the past five+ years, entered into joint venture partnerships that improve asset utilization and free up capital, and invested in new facilities to enable organic growth. Loders Good Strategic Fit: Fitch believes the Loders Croklaan transaction represents a good strategic fit for Bunge that improves diversification, consistent with its strategy to build upon its core oilseed value chain and increase the asset portfolio exposure to value-added food and ingredients businesses. Pro forma for the acquisition, value-added businesses will contribute approximately 25% to EBIT. Three-year synergies are expected to be approximately $45 million, which Fitch considers reasonable. Fitch has not assumed any revenue synergies (Bunge estimates $35 million) within its forecast assumptions. Bunge will spend approximately $946 million, comprising EUR297 million and $595 million in cash for Loders Croklaan that is currently part of a Malaysian vertically integrated palm oil producer, IOI Group. The IOI Group will retain limited governance rights under terms of the transaction which includes put and call options. Loders Croklaan has a product portfolio that covers a full range of palm and tropical fats and oils used in several applications including bakery, confectionery and infant formulas. Loders Croklaan has relatively good EBITDA diversification, split between North America, Asia/ROW and Europe. On Sept. 25, 2017, Bunge completed the sale and issuance of $400 million 3% unsecured senior notes due 2022 and $600 million 3.75% unsecured senior notes due 2027. Pending the closing of the Loders acquisition, net proceeds from the offering were used to repay outstanding indebtedness. High Leverage Expected to Moderate: RMI-adjusted leverage (total debt with equity credit less RMI/EBITDA less RMI interest) for the LTM ending Sept. 30, 2017 is estimated to be in the upper 2x range, an increase from 1.7x on Dec. 31, 2016, primarily driven by softer earnings and increased debt related to earlier acquisitions along with increased RMI. For 2017, Fitch anticipates RMI-adjusted leverage in the low-2x range and gross leverage in the upper-3x range providing short-term debt pay-down during the fourth quarter in excess of $1 billion primarily related to a reduction in RMI and EBITDA in the mid-$1.3 billion range. Pro forma for the Loders Croklaan acquisition, RMI-adjusted leverage would be in the mid-2x range. Based on conservative assumptions for a recovery in the agribusiness segment, Fitch forecasts leverage to moderate back to the lower-2x range in 2018 supported by cost savings benefits and improved earnings with further leverage improvement in 2019. Corrective Measures Taken: Bunge has taken steps to address the operating challenges to improve the financial profile that are expected to de-risk operations, increase cash generation and reduce leverage back within its targeted range. Actions include a reduction in capital spending, implementation of a three-year $250 million cost efficiency program, suspension of share repurchases and announcement of plans for the separation of its sugar and bioenergy business. The cost efficiency program has a target of a $250 million run-rate in sales, general & administrative savings by the end of 2020 along with capital spending reductions in 2017 ($125 million) and 2018 (in excess of $200 million). Cash cost savings to achieve are expected in the range of $200 million-$300 million. Fitch expects Bunge would apply a substantial amount of net proceeds from a successful IPO offering of its Brazilian sugar assets toward debt reduction. Exposure to Commodity Volatility: Bunge, along with other agricultural processors, are subject to variations with commodity pricing that can be affected by a range of unpredictable macro-environmental conditions that include weather, crop disease outbreaks, and government agricultural policy changes. Thus, Bunge can be exposed to periods of volatile agricultural commodity pricing swings stemming from periodic supply/demand imbalances, timing of cash payments or foreign exchange movements that can negatively affect U.S exports. Consequently, operating earnings can be pressured and/or debt can increase, which can quickly increase leverage. During the past several years, global grain supplies have been replenished from large harvests of key crops, generally resulting in lower prices. Additionally, given the lack of market dislocations during the past several years, as grain supplies increased, farmers have increasingly used storage resources to increase flexibility, as farmer economics have deteriorated. These conditions have placed pressure on both the producers and intermediaries like Bunge. The low interest-rate environment has also enabled speculative investment inflows into commodity markets that has resulted in greater trading volatility and commodity prices slightly higher than expected when considering the large global commodity surpluses. DERIVATION SUMMARY Fitch views Bunge's business risk profile as weaker relative to its peers, Cargill (A/Stable Outlook) or ADM (A/Stable Outlook), due to its smaller operational scale, less commodity diversification, and substantial concentration to its agribusiness segment with oilseed origination and processing. Bunge has also experienced challenges in driving sustained growth in operational earnings as EBITDA has remained in the $1.6 billion to $1.8 billion range during the past six years, with expected earnings at a trough in 2017 in the mid $1.3 billion range due to challenging conditions in South America. When combined with moderately higher average leverage, these factors result in a three-notch ratings differential between Bunge and its peers (ADM and Cargill). Bunge has moderately increased its diversification into Food and Ingredients during the past several years largely through M&A. However, Ingredion's (BBB/Stable Outlook) ingredient business has more scale and greater stability with higher profitability than Bunge's Food and Ingredients operations. Ingredion's segments are more narrowly focused as a global producer of corn-refined, agriculturally based products and ingredients, as well as starches focused on the food, beverage, animal nutrition, paper & corrugating and brewing market segments. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for the issuer include: In 2017, Fitch's assumptions include: -- EBITDA declining to mid-$1.3 billion; -- Capital spending of $725 million; -- FCF modestly positive; -- No share repurchases; -- RMI-adjusted leverage in the low-2x range and gross debt leverage in the upper 3x range excluding the Loders Croklaan acquisition; -- Pro forma for the Loders Croklaan acquisition, RMI-adjusted leverage is in the mid-2x range. In 2018-2019, Fitch assumptions include: -- Modest EBITDA recovery in Bunge core operations of approximately $150 million in 2018 resulting in EBITDA of at least $1.6 billion including Loders and $1.7 billion in 2019; -- Efficiency savings of $75 million in 2018 and $80 million in 2019; -- Cash restructuring costs of $100 million in 2018 and $80 million in 2019; -- Capital spending of approximately $650 million in 2018 and $675 million in 2019; -- FCF modestly positive in the forecast years; -- Minimum level of cash of roughly $350 million; -- RMI-adjusted leverage falls to the lower-2x range in 2018 and approximately 2x in 2019; -- No share repurchases. Fitch's assumptions also include commodity prices remaining relatively stable over the forecast period. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Given the business' inherent earnings volatility, the significant periodic supply/demand imbalances and how Bunge is expected to manage its capital structure, Fitch views a positive rating action as unlikely over the intermediate term. -- Materially improved diversification and profitability of the corporate portfolio with increased contribution from the value-added food and ingredients businesses such that Bunge can achieve EBITDA growth over a multiyear period and exhibit more stability over the commodity pricing cycle; -- A commitment to keep RMI-adjusted leverage consistently below 1.5x coupled with improved consistency in FCF generation. The Outlook could be stabilized if there is evidence of sustained earnings improvement driven by improved fundamentals in the agribusiness segment, particularly related to soy crush margins and grain originations, good execution on cost savings efficiencies such that RMI-adjusted leverage returns to less than 2x on a sustainable basis. Deleveraging efforts could be further supplemented by successful execution of plans to monetize Bunge's Brazilian sugar assets would also be positive. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- RMI-adjusted leverage sustained above 2x driven by EBITDA compression and lack of recovery from operational challenges, and/or meaningfully higher debt levels most likely from changing macro-environmental conditions or increase in working capital; -- A material increase in leverage from a significant debt- financed acquisition, with lack of meaningful deleverage that returns RMI-adjusted leverage to below 2x 24-months post- transaction; -- Change in financial policy; -- Gross leverage (debt/EBITDA) sustained above 3.5x; -- Lack of FCF generation lasting over two years. LIQUIDITY Internal Liquidity: Bunge's internal sources of liquidity include $389 million of cash and cash equivalents, $544 million of marketable securities and short-term investments as of Sept. 30, 2017. FCF can fluctuate from positive to negative from year to year due to numerous factors. For 2017, Fitch expects FCF will be modestly positive. Bunge has no material maturities until 2019. Abundant External Liquidity Sources: A key credit concern of commodity processors is access to sufficient liquidity given historically volatile working capital needs. Bunge has abundant sources of external liquidity provided by various credit facilities available to fund its operations globally, with approximately $5 billion in capacity under its revolving bank agreements and CP program, of which $4.7 billion was available at the end of Sept. 30, 2017. In addition to the committed credit facilities, through its financing subsidiaries Bunge will sometimes enter into bilateral short-term credit lines as necessary. As of Sept. 30, 2017, there was $395 million of borrowings outstanding. In addition, Bunge's operating companies had $0.6 billion in outstanding short-term borrowings from local bank lines of credit to support working capital requirements. Bank Commitments: Bank commitments at Bunge Limited Finance Corp. (BLFC) consist of unsecured bilateral three-year agreements of $200 million maturing in June 2019 and $500 million maturing September 2019 with no borrowings outstanding, a five-year syndicated unsecured revolver totalling $1.1 billion maturing in November 2019 with no borrowings outstanding, and a $865 million revolving credit agreement maturing in September 2022 with $75 million of borrowings outstanding. In addition, Bunge has a three-year $1.75 billion RCF established by Bunge Finance Europe B.V. (BFE) with $200 million of borrowings outstanding. The revolver, which can be expanded by $250 million, matures in August 2018 and can be extended by two one-year periods. A $600 million liquidity facility at Bunge Asset Funding Corp. (BAFC) backstops a $600 million CP program that had no borrowings outstanding. AR Securitization: Bunge also participates in a receivables securitization program that provides funding up to $700 million. Bunge subsidiaries sell receivables to a bankruptcy remote entity (Bunge Securitization B.V.) that subsequently sells the receivables. Receivables sold under the program and derecognized on the balance sheet were $738 million and $628 million as of Sept. 30, 2017 and Dec. 31, 2016, respectively. The deferred purchase price related to the receivables sold under the program were $123 million and $87 million as of Sept. 30, 2017 and Dec. 31, 2016. The deferred purchase price receivable represents additional credit support for the investment conduits in Bunge's accounts receivables securitization. Ratings Reflect RMI Adjustments: Agricultural commodity trading and processing companies maintain substantial grain and oilseed inventories that are hedged and could readily be converted into cash to enhance their liquidity and reduce debt. This high level of liquid RMI, when combined with cash and short-term marketable securities, provides substantial financial flexibility during periods of earnings volatility associated with agricultural cycles, partially mitigating financial risk. CP, accounts receivable securitizations and bank credit facilities are generally used to finance seasonal working capital needs, primarily related to RMI. For credit purposes, Fitch calculates RMI-adjusted leverage by first subtracting the minimum or base level inventory required to operate a downstream processing facility. This inventory is not generally readily available for liquidation purposes with a going-concern entity. An additional 10% discount is taken for the remaining merchandisable inventory (reported RMI less minimum base processing inventory) to account for potential basis risk loss on its hedging positions. FULL LIST OF RATING ACTIONS Fitch affirms the ratings of Bunge and its subsidiaries as follows: Bunge Limited -- Long-Term IDR at 'BBB'; -- Preference shares at 'BB+'. Bunge Limited Finance Corp. (BLFC) -- Long-Term IDR at 'BBB'; -- Senior unsecured bank facility at 'BBB'; -- Senior unsecured notes at 'BBB'. Bunge Finance Europe B.V. (BFE) -- Long-Term IDR at 'BBB'; -- Senior unsecured bank facility at 'BBB'; -- Senior unsecured notes at 'BBB'. The Rating Outlook is revised to Negative from Stable. C&D COAL: Selling Real & Personal Property in Bulk -------------------------------------------------- C&D Coal Co., LLC, and Derry Coal Co., LLC, ask the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of real and personal property in bulk, free and clear of all liens, claims and encumbrances. As to the Real Property interests to be sold, they are: (i) Derry Coal's 104 acres with metal building and rail facility; (iii) C&D Coal's 19,000 acres coal and gas rights; (iii) C&D' Coal 84 surface acres in Latrobe, Pennsylvania; and C&D Coal's 114 acres of coal and gas rights in Derry, Pennsylvania. The list of the real and personal property to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/C&D_Coal_152_Sales.pdf The Debtors propose that the assets be sold at a public sale to take place in the Court on Dec. 21, 2017 at 10:30 a.m. Simultaneously with the filing of the Motion, the Debtors will file a Motion to Approve Bidding Procedures. Said Bidding Procedures will be included in the Notice of Sale which will be advertised in accordance with W.PA.LBR 6004.1. Per the Motion to Approve Bidding Procedures, a reserve price in the amount of $10,000,000 will be established as the bulk minimum purchase price. If the Court determines that each Debtor's assets are to be sold separately, the $10,000,000 reserve price will be attributed as $9,000,000 C&D's assets and $1,000,000 for Derry's assets. Following a lien search based upon the Real Property descriptions, it has been determined that the Respondents which may hold liens, claims and encumbrances against the Debtors' assets are: a. Kingston Coal Co., 200 Guckert Lane, Wexford, PA 15090 b. Kingston Gas Co., 200 Guckert Lane, Wexford, PA 15090 c. Johnson Industries, 101 Pine Fork, Pikeville, KY 41501 d. Everest Business Funding, 2001 NW 107th Avenue, 3rd Fl., Miami, FL 3317 e. RTB Holdings, LLC, 42 Liberty View Court, Acworth, GA 30101 f. Integrity Coal Sales, Inc., 905 Marconi Avenue, Ronkonkoma, NY 11779 g. Westmoreland County Tax Claim Bureau h. Pennsylvania Department of Revenue, Bankruptcy Division, P.O. Box 280946, Harrisburg, PA 17128-0946 i. Pennsylvania Department of Labor & Industry, 651 Boas Street, Room 702, Harrisburg, PA 17121 The Debtors will additionally provide notice to various property owners which entered into agreements with Kingston Coal and Kingston Gas which agreements involve the mining of coal and gas on the properties owned by said property owners. The mining rights provided for in said agreements were ultimately assigned by the Kingston entities to Debtor C&D Coal. The property owners have no liens, claims or encumbrances against Debtor C&D's interests and the contemplated sale is not intended to, and will not, terminate or divest the mining rights which are the subject of the assignment to C&D. As such, the property owners are not being named as Respondents to the Sale Motion but will be notified and provided with an opportunity to be heard nonetheless. The Debtors believe that the proposed Public Sale is in the best interest of the Chapter 11 Estates. Accordingly, they ask the Court to approve the relief sought. About C&D Coal Company and Derry Coal Company C&D Coal Company, LLC, and Derry Coal Company, LLC, both based in Derry, PA, filed separate Chapter 11 petitions (Bankr. W.D Pa. Case Nos. 16-24726 and 16-24727) on Dec. 22, 2016. The petitions were signed by Jimmy Edward Cooper, managing member. The cases are not jointly administered. Judge Gregory L. Taddonio presides over the case of C&D. Judge Thomas P. Agresti was initially assigned to Derry Coal's case but Judge Taddonio later took over. The Debtors are represented by Robert O Lampl, Esq., at Robert O. Lampl, Attorney at Law. C&D estimated $10 million to $50 million in assets and liabilities. Derry Coal estimated $1 million to $10 million in assets and liabilities. On Jan. 17, 2017, Andrew R. Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors in C&D's case. The committee retained Whiteford, Taylor & Preston, LLC as counsel; and Albert's Capital Services, LLC as financial advisor. No official committee of unsecured creditors has been appointed in Derry Coal's case. The Debtors filed their proposed Chapter 11 plans and disclosure statements. C&D COAL: Sets Procedures for Real & Personalty Property -------------------------------------------------------- C&D Coal Co., LLC, and Derry Coal Co., LLC, filed a notice with the U.S. Bankruptcy Court for the Western District of Pennsylvania of their sale of real and personlty property in bulk, free and clear of all liens, claims and encumbrances. A hearing on the Motion is set for Dec. 21, 2017 at 10:30 a.m. The Real Property and Personalty which is to be sold by the Movant is as follows: a. Derry Coal: 104 acres with metal building and rail facility located at 1 Coal Loader Drive, Derry, PA 15627. b. C&D Coal: (i) 19,000 acres of coal and gas rights per assignment from Kingston Coal Co. and Kingston Gas Co.; (ii) 84 Acres of surface real property in Latrobe, PA; and (iii) 114 Acres of coal and gas rights in Derry, PA. The C&D Coa Equipment to be Sold are (i) MCI Power Center (Model 36441-4542-0812); (ii) Joy Miner (Model 14 CM10-11AAK); (iii) Fletcher Bolter (Model RRII-13-B-C-F); (iv) Joy 21 Shuttle Cars (2) (Model 27SC – 56AKKE – 1); (v) Stancor Sump Pump (Model 940CEHH); (vi) Stancor Pumps (2) (Model P20 CE); (vii) Flyte Pump (Model 2075-080-502); (viii) Switch House (Model SSH 7200-4364); (ix) Stampler Feeder (Model BF-17-12); (x) DBT Scoop (Model 488DBT); (xi) Caterpillar Scoop; (xii) Caterpillar Scoop Charger; (xiii) Benchee 4 Wheeler; (xiv) Mine Fan (Model 72-D9-200); (xv) Green Fork Lift (Model MLULL-10K); (xvi) Luigong Loader (Model CLG85611); (xvii) Caterpillar Loader (Model 980 G); (xviii) MCI Substation (Model 36442-45476-0812); (xix) MCC Room (with 480 Volt Fan Starter; 240/120 Load Center; Pit Light Timer and Lights; 480 Volt AC-240/120 VAC Transformer GE 37.5 KVA; 120/240 Breaker Panel; 480 Volt Main Disconnect for Fan; 480 Volt 3 Phase Disconnect for Transformer); (xx) Grindex Fresh Water Pump (Model Major-H); and (xxi) Stancor Pit Pump (Model SX2000HH). In order to be considered for status as a Qualified Bidder for the aforementioned Public Sale, a potential bidder must deliver the following to the Debtors' Counsel, Robert O Lampl, Robert O Lampl Law Office, 223 Fourth Avenue, 4th Floor, Pittsburgh, PA 15222, by Dec. 18, 2017, as follows: (i) a fully executed Asset Purchase Agreement in a form acceptable to the Debtors; (ii) Proof, in a form satisfactory to the Debtors, of the bidder's financial ability to consummate its offer to purchase the Debtors' real property; (iii) an earnest money deposit of $1,000,000 in cash, a cashier's check, certified check or wire transfer payable to Robert O Lampl as Escrow Agent for the Debtors; and (iv) a in an amount at least equal to $10,000,000 with respect to the cash consideration of the bid. About C&D Coal Company and Derry Coal Company C&D Coal Company, LLC, and Derry Coal Company, LLC, both based in Derry, PA, filed separate Chapter 11 petitions (Bankr. W.D Pa. Case Nos. 16-24726 and 16-24727) on Dec. 22, 2016. The petitions were signed by Jimmy Edward Cooper, managing member. The cases are not jointly administered. Judge Gregory L. Taddonio presides over the case of C&D. Judge Thomas P. Agresti was initially assigned to Derry Coal's case but Judge Taddonio later took over. The Debtors are represented by Robert O Lampl, Esq., at Robert O. Lampl, Attorney at Law. C&D estimated $10 million to $50 million in assets and liabilities. Derry Coal estimated $1 million to $10 million in assets and liabilities. On Jan. 17, 2017, Andrew R. Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors in C&D's case. The committee retained Whiteford, Taylor & Preston, LLC as counsel; and Albert's Capital Services, LLC as financial advisor. No official committee of unsecured creditors has been appointed in Derry Coal's case. The Debtors filed their proposed Chapter 11 plans and disclosure statements. CBS RADIO: Moody's Rates Proposed $250MM Revolver Ba3 ----------------------------------------------------- Moody's Investors Service assigned CBS Radio Inc.'s (CBS Radio) proposed $250 million revolving credit facility a Ba3 rating. The Ba3 rating of the upsized term loan B-1 and B1 Corporate Family Rating (CFR) are unchanged. The outlook remains stable. The term loan B-1 due 2024 is expected to be upsized by $830 million to $1,330 million from $500 million. The proceeds of the upsized term loan B-1 and a draw of $100 million from the new revolver are expected to fund the repayment of the existing term loan B due 2023 and repay the outstanding balance on the prior revolving credit facility. The transaction extends the maturity date of the credit facility and leads to additional interest expense savings. The transaction is expected to close following the merger between CBS Radio and Entercom Communications Corp. that was announced on February 2, 2017 with Entercom being the surviving entity. CBS shareholders are expected to own 72% of the combined entity with Entercom shareholders owning a 28% position. The debt issued at CBS Radio, including the new revolver, term loan B-1 and $400 million of senior notes will remain outstanding as the change of control provision will not be triggered by the transaction. The debt will be issued by CBS Radio and be secured by the assets of both companies. Shortly after the closing of the transaction, Moody's will withdraw all the ratings at CBS Radio and assign the debt ratings under the surviving entity, Entercom (B1 CFR; stable). The merger will create a substantially larger company with pro-forma LTM revenue of $1.6 billion as of Q3 2017 with 235 stations. The greater scale of the combined company is expected to increase its competitive position and heighten demand from local and national advertisers. While Entercom's management team has a good track record of performance and integrating acquisitions, the merger with a much larger company elevates integration risk which may delay the cost and revenue benefits of the transaction. CBS Radio Inc. New $250 million revolving credit facility due 2022, assigned Ba3 (LGD3) Corporate Family Rating unchanged at B1 Upsized term loan B-1 due 2024 unchanged at Ba3 (LGD3) The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as provided to Moody's. RATINGS RATIONALE CBS Radio's B1 CFR reflects the company's position as the second largest radio broadcaster in the US and its announced acquisition with Entercom. The combined company will have leading market positions in 22 of the top 25 markets. The company benefits from a geographically diversified footprint with strong market clusters in most of the areas it operates which enhances its competitive position. A diversified format offering of music, news, and sports are also positives to the rating. Leverage pro-forma for the transaction is approximately 4.5x as of Q3 2017 (including Moody's standard lease adjustments) and is expected to decline to 4.4x pro-forma for announced asset sales and approximately $100 million of projected debt repayment in the near term. Modest amounts of capital expenditures are expected to lead to good free cash flow that will be used for dividends, stock buybacks, additional acquisitions or debt repayment. The rating also reflects the secular pressure in the radio industry with an increasing number of digital music offerings and advertising alternatives as well as the cyclicality of the industry. Revenue and EBITDA performance at CBS Radio have been weak YTD in 2017, although a part of the increase in expenses is due to its prior plan to operate on a standalone basis which will not be recurring post the closing of the merger. CBS Radio's performance was also impacted by the uncertainty during the time between when the acquisition was announced and the expected closing in November in Moody's opinion. Liquidity is expected to be good as reflected in Moody's speculative grade liquidity rating of SGL-2. The company will benefit from a $250 million revolver due in 2022 that is expected to have $100 million drawn at closing of the merger. The revolver is subject to a net secured leverage ratio of 4x (up to 4.5x one year after permitted acquisitions) as calculated by the credit agreement. The term loan is covenant lite. The cash balance at closing is expected to be approximately $10 million and Moody's project the cash balance to increase as announced asset sales are completed. The outlook is stable and reflects Moody's expectation for modestly negative pro-forma revenue growth through 2018 due to secular challenges in the radio industry, the need to integrate assets following the merger and turn around performance at underperforming stations. However, debt repayment or cash funded acquisitions are expected to be a source of deleveraging over the next year and Moody's project leverage levels will be relatively unchanged during the time period. The rating could be upgraded if leverage declined below 3.75x (including Moody's standard adjustments) following a successful integration with a good liquidity profile and a high single digit percentage of free cash flow to debt ratio. Positive organic revenue growth and stable EBITDA margins would also be required in addition to confidence that management would maintain financial policies (including dividends, share repurchases, and acquisitions) that were consistent with a higher rating level. The rating could be downgraded if leverage increased above 5.25x due to underperformance, audience and advertising revenue migration to competing media platforms, or other leveraging events. A reduction in free cash flow to debt ratio (after dividends) well below 5% or a weakened liquidity profile could also lead to negative rating pressure. CBS Radio Inc. is currently an operating subsidiary of CBS Corporation. In February, 2017 CBS Radio entered into a merger agreement with Entercom Communications Corp. The company is the second largest radio operator in the US based on revenue. Standalone LTM revenue as of Q3 2017 is approximately $1.2 billion. The principal methodology used in this rating was Media Industry published in June 2017. CBS RADIO: S&P Affirms 'B+' CCR, Off CreditWatch Positive --------------------------------------------------------- S&P Global Ratings affirmed its ratings, including the 'B+' corporate credit rating, on New York City-based CBS Radio Inc. and removed them from CreditWatch, where S&P placed them with positive implications on Feb. 2, 2017. The rating outlook is stable. S&P said, "The affirmed ratings include our 'BB-' issue level on the company's upsized $1.33 billion term loan due 2024 (following a $830 million add-on). The '2' recovery rating is unchanged, indicating our expectation for substantial recovery (70%-90%; rounded estimate: 75%) in the event of a default. "Once CBS Radio merges with Entercom Communications Corp., we expect the combined company will be referred to as Entercom Communications (Entercom). The corporate credit rating the reflects combined company's critical mass as one of the largest U.S. radio broadcasters and its favorable large-market presence, tempered by its lack of meaningful diversification outside radio broadcasting and the secular pressures affecting radio advertising. We believe Entercom's adjusted leverage will remain in the mid-4x area for the next 12-18 months. Although the transaction will create substantial synergies related to scale as well as redundant positions and facilities, we believe pressure on revenue growth, especially at legacy CBS Radio stations, will temper EBITDA growth and deleveraging. The legacy CBS Radio stations have had higher-than-industry average revenue declines over the past three years largely due to underinvestment. "The stable rating outlook reflects our view that although the combined company will benefit from meaningful cost-saving opportunities that could lead to deleveraging, it faces risks in integrating its operations and turning around legacy CBS Radio stations' performance. The outlook also reflects our expectation for EBITDA margin expansion of 200 bps to 300 basis points in 2018. "We could consider a downgrade if deteriorating operating performance or integration issues cause the company's deleveraging to stall, with leverage increasing to 5x. We could also lower the corporate credit rating if acquisitions or shareholder-favoring actions lead to leverage increasing to 5x. "We could raise the rating if management is able to successfully combine the stations groups, realize expected synergies, and stabilize revenue trends, resulting in leverage moderating to and remaining at 4x or lower on a sustained basis. An upgrade would also depend our expectation for revenue growth and EBITDA margin expansion beyond 2018." CC CARE LLC: Authorized to Use Cash Collateral on Interim Basis --------------------------------------------------------------- The Hon. Janet S. Baer of the U.S. Bankruptcy Court for the Northern District of Illinois authorized CC Care, LLC, and its affiliated debtors to use cash collateral on an interim basis. A hearing to consider entry of another Interim Order will be held on Nov. 16, 2017 at 10:00 a.m. The Debtors, together with certain non-debtor affiliates, the Lenders Party from time to time, and MidCap Funding IV Trust (f/k/a MidCap Funding IV, LLC) as assignee of Midcap Financial Trust (f/k/s MidCap Financial, LLC) and successor administrative agent entered into that certain Credit and Security Agreement that was amended numerous times through the present. The MidCap Loans are in the nature of revolving credit lines funded from and secured by the accounts receivable of the Operating Debtors. As of the Petition Date, the Lenders assert that they were owed approximately $8,500,000 in revolving principal obligations, plus interest, fees, costs and expenses. A two-week consolidated budget through week ending November 18, 2017 has been consented to by the Lenders. The Budget reflects, on a line-item basis, anticipated cash receipts and expenditures on a weekly basis and includes all required expenses that the Debtors expect to incur during each week. The Debtors are required to account to the Lenders for all cash, or other property representing cash or other proceeds of the collateral in the Debtors' possession, custody and control. The Lenders are granted valid and perfected, replacement security interests in and liens on all of the Debtors' right, title and interest in to and under the collateral. If and to the extent the adequate protection of the interests of the Lenders in the collateral proves inadequate, the Lenders are granted an administrative expense claim with priority in payment over any and all administrative expenses of the kinds. The Debtors are required to deliver to the Lenders such financial and other information concerning the business and affairs of the Debtors, as the Lenders will reasonably request from time to time. The Debtors will further provide the Lenders with detailed information as to the extent and composition of the collateral and any collections thereon. The Debtors will maintain insurance on the collateral to cover its assets from fire, theft and other damage. The Debtors will also maintain the collateral and their businesses in good repair. A full-text copy of the Agreed Interim Order, dated November 2, 2017, is available at http://tinyurl.com/y8sg4jo4 About CC Care and Affiliates CC Care, LLC, and its affiliates are Delaware limited liability companies owned by JLM Financial Healthcare, LP, that operate long-term care facilities that provide nursing, healthcare, therapeutic and social services to the chronically ill with a diagnosis of mental illness. The operating entities own these nursing care facilities: Entity Facility Name/Location ------ ---------------------- CC Care Community Care Center, Chicago, Illinois BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill. CT Care Crestwood Terrace Nursing Center, Crestwood, Illinois FT Care Frankfort Terrace Nursing Center, Frankfort, Illinois JT Care Joliet Terrace Nursing Center, Joliet, Illinois KT Care Kankakee Terrance Nursing Center, Bourbonnais, Illinois SV Care Southview Manor, Chicago, Illinois TN Care Terrace Nursing Home, Waukegan, Illinois WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill. On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC Care, LLC, doing business as Community Care Center (Bankr. N.D. Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing business as Bourbonnais Terrace Nursing Home (Case No. 17-32411), CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC (17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial Healthcare, LP (17-32421). Patrick Laffey, manager and designated representative, signed the petitions. Case No. 17-32406 is assigned to Judge Janet S. Baer and Case No. 17-32411 is assigned to Judge Deborah L. Thorne. At the time of filing, CC Care estimated $1 million to $10 million in assets and liabilities. The Debtors are represented by Crane, Heyman, Simon, Welch & Clar and Burke Warren Mackay & Serritella P.C. CHARLES GURKIN: Sale of Piperton Property to Shavl for $30K Okayed ------------------------------------------------------------------ Judge Jennie D. Latta of the U.S. Bankruptcy Court for the Western District of Tennessee authorized Charles Andrew Gurkin's sale of real estate known as Old Fletcher Road, Piperton, Tennessee, consisting of 1.4 acres in Fayette County, Tennessee outside the ordinary course of business to Matthew Shavl for $20,000. A hearing on the Motion was held on June 17, 2016. The sale is free and clear of all liens, which all the liens, if any, to attach to the proceeds of the sale. The remaining proceeds will be applied to satisfy administrative claims (attorney fees and US Trustee Fees) and for the benefit of unsecured priority creditors and general unsecured creditor. Counsel for the Debtor: John E. Dunlap, Esq. LAW OFFICES OF JOHN E DUNLAP 3294 Poplar Avenue Memphis, TN 38111 Telephone: (901) 320-1603 Facsimile: (901) 320-6914 E-mail: Jdunlap00@gmail.com Charles Andrew Gurkin sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 16-24310) on May 6, 2016. The Debtor tapped John Edward Dunlap, Esq., at the Law Offices of John E. Dunlop, as counsel. CHESAPEAKE ENERGY: Reports $41 Million Net Loss for Third Quarter ----------------------------------------------------------------- Chesapeake Energy Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss available to common stockholders of $41 million on $1.94 billion of total revenues for the three months ended Sept. 30, 2017, compared to a net loss available to common stockholders of $1.25 billion on $2.27 billion of total revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, Chesapeake reported net income available to common stockholders of $506 million on $6.97 billion of total revenues compared to a net loss available to common stockholders of $4.18 billion on $5.85 billion of total revenues for the nine months ended Sept. 30, 2016. The Company had $11.98 billion in total assets, $12.68 billion in total liabilities and a total deficit of $704 million as of Sept. 30, 2017. Doug Lawler, Chesapeake's chief executive officer, commented, "We continue to improve our capital efficiency and cost structure as we drive toward free cash flow neutrality. We have recognized greater productivity across our diverse portfolio through technical innovation and the tenacity of our employees and, accordingly, we are expanding our core position in every operated play. On October 30, 2017, total production reached 584,000 boe per day, including 99,000 barrels of oil and we remain on track to average 100,000 barrels of oil per day in the fourth quarter. As further evidence of our progress, we are pleased to announce the results of two new wells with enhanced completions in the Upper Marcellus that are producing at rates of approximately 30 million cubic feet of gas per day, exceeding expectations and competitive with our world class Lower Marcellus position." Lawler continued, "As we look toward 2018, our priorities remain unchanged as we focus on further improving our balance sheet, increasing our margins and driving toward cash flow neutrality. While we have not announced details regarding our 2018 capital program, we will maintain a disciplined approach that provides the flexibility necessary to respond to changes in commodity prices. As of today, we anticipate spending less capital in 2018 than 2017 and, given our asset quality and industry-leading capital efficiency, we expect to deliver flat to modest production growth on a lower capital expenditure. We look forward to reporting more on our progress in the coming months." Chesapeake's oil, natural gas and natural gas liquids (NGL) unhedged revenue was approximately unchanged year over year despite a 15% reduction in volume, mainly driven by asset sales. Chesapeake's oil, natural gas and NGL unhedged revenue decreased 3% quarter over quarter due to a decrease in the average commodity prices for the company's natural gas production, partially offset by an increase in natural gas and NGL production volumes sold. Average daily production for the 2017 third quarter of approximately 541,600 barrels of oil equivalent (boe) increased by 4% sequentially, adjusted for asset sales, and consisted of approximately 86,000 barrels (bbls) of oil, 2.382 billion cubic feet (bcf) of natural gas and 58,600 bbls of NGL. Average production expenses during the 2017 third quarter were $3.03 per boe, while general and administrative (G&A) expenses (including stock-based compensation) during the 2017 third quarter were $1.08 per boe. Combined production and G&A expenses (including stock-based compensation) during the 2017 third quarter were $4.11 per boe, an increase of 6% year over year and a decrease of 6% quarter over quarter. Gathering, processing and transportation expenses during the 2017 third quarter were $7.40 per boe, a decrease of 8% year over year and a nominal decrease quarter over quarter. Chesapeake's total capital investments were approximately $692 million during the 2017 third quarter, compared to approximately $667 million in the 2017 second quarter and $412 million in the 2016 third quarter. As a result of the company's year-to-date capital investment, along with its projected capital outlay in the 2017 fourth quarter, Chesapeake's current guidance range for total capital investments was raised to $2.3 to $2.5 billion from $2.1 to $2.5 billion. As of Sept. 30, 2017, Chesapeake's principal debt balance was approximately $9.8 billion, compared to $10.0 billion as of Dec. 31, 2016. The company's total liquidity as of Sept. 30, 2017, was approximately $3.0 billion, which included cash on hand and a borrowing capacity of approximately $3.0 billion under the company's senior secured revolving credit facility. As of Sept. 30, 2017, the company had $645 million of outstanding borrowings under the revolving credit facility and had used $97 million of the revolving credit facility for various letters of credit. On Oct. 12, 2017, Chesapeake issued through a private placement an aggregate of $850 million of 8.00% Senior Notes due 2025 and 2027 with proceeds to be used to repurchase debt. On Oct. 13, 2017, approximately $320 million principal amount of the company's 8.00% Senior Secured Second Lien Notes due 2022 and $193 million principal amount in various Senior Notes due 2020 and 2021 were tendered. In addition, Chesapeake also repurchased in the open market approximately $237 million principal amount of the company's secured term loan due 2021 in October 2017. As a result, Chesapeake has further reduced the principal amount of its secured debt by approximately $557 million since June 30, for a total reduction in the principal amount of secured debt of approximately $1.2 billion year to date. The company's total debt balance on Oct. 31, 2017 was approximately $9.9 billion, including $643 million drawn on its revolving credit facility and the company's total liquidity was approximately $3.1 billion. On Oct. 30, 2017, the administrative agent under the company's senior revolving credit agreement, in addition to other lenders under the agreement, notified Chesapeake that the borrowing base had been reaffirmed at $3.785 billion. Operations Update Chesapeake's average daily production for the 2017 third quarter was approximately 541,600 boe. Chesapeake's projected production volumes and capital expenditure program are subject to capital allocation decisions throughout the remainder of the year and may be adjusted based on prevailing market conditions. Chesapeake is currently utilizing 14 drilling rigs (below the 2017 third quarter average of 17) across its operating areas, five of which are located in the Eagle Ford Shale, three in the Powder River Basin (PRB), three in the Haynesville Shale, two in Northeast Appalachia and one in the Mid-Continent area. Chesapeake plans to average 14 rigs in the 2017 fourth quarter. In the Eagle Ford Shale, Chesapeake placed 31 wells on production in the 2017 third quarter. Included in this number were 20 wells in the company's Faith Ranch development area, of which 14 wells reached peak production of more than 1,000 bbls of oil per day. In total, the Faith Ranch wells achieved peak production of approximately 18,000 bbls of oil per day. Additionally, in October, Chesapeake placed 11 wells on production from its Vesper development area, yielding approximately 13,000 bbls of oil per day, highlighted by the Vesper Unit IV DIM H 3H well which featured a three-mile lateral and enhanced completion, and yielded an initial production of more than 2,000 bbls of oil per day. Chesapeake expects to place on production up to 73 wells in the Eagle Ford in the 2017 fourth quarter. In the PRB, Chesapeake's third Turner well, the Graham 23-35-71 15H, was completed with a 4,500-foot lateral and placed on production in September 2017, achieving a peak rate of 1,737 boe per day (82% oil). On Oct. 31, 2017, Chesapeake placed two additional Turner wells on production from its York pad, averaging approximately 8,500 feet in lateral length each. The company expects to provide updated results from these Turner wells later in the month. Chesapeake added a third rig in October 2017 and expects to place on production up to 11 wells in the 2017 fourth quarter, compared to seven wells in the 2017 third quarter. In the Marcellus Shale, Chesapeake has begun to deploy its enhanced completion techniques on the Upper Marcellus formation, yielding rates that have exceeded internal expectations. The company placed two Upper Marcellus wells from its Maris pad located in Susquehanna County on production in September 2017. These wells achieved peak rates of 29,800 and 29,600 thousand cubic feet (mcf) of gas per day, respectively, more than 50% higher than the company's previous Upper Marcellus record rate of 18,700 mcf of gas per day from a well drilled in 2015. These wells have produced with pressures as expected with minimal depletion from offset wells in the Lower Marcellus, including one that was offset at 375 feet. These results confirmed positive delineation of the company's Upper Marcellus resource potential in areas where Lower Marcellus production had already existed, and have the potential to significantly increase the company's core position in the play. Chesapeake also placed the DPH SW WYO 3H well targeting the Lower Marcellus and located in the southern edge of the company's Wyoming County acreage on production, achieving a peak rate of 37,900 mcf of gas per day from a 6,100-foot lateral with an enhanced completion in October 2017. Chesapeake expects to place on production up to 17 wells in the 2017 fourth quarter, compared to 25 wells in the 2017 third quarter. In the Utica Shale, enhanced completions techniques have yielded an approximately 25% improvement in 120-day cumulative production compared to the type curve. In July 2017, the eight-well Ellie pad was placed on production yielding an average per well initial production rate of 1,100 boe per day, 65% of which was liquids. The dry gas portion of the Utica is also delivering positive results. Chesapeake is in the initial flowback period for the Schiappa Trust A pad in Jefferson County and has seen initial production rates of 20,000 mcf of gas per well per day. Chesapeake plans to continue testing new completions designs in the 2017 fourth quarter. In the Haynesville Shale, Chesapeake turned 12 wells on production in the 2017 third quarter, averaging lateral lengths of 8,440 feet and initial production of 31,840 mcf of gas per day. Of note, the company placed four wells from its BSNR pad located in De Soto Parish on production in September 2017, averaging 9,800-foot laterals. While these wells separately achieved peak rates ranging from 29,600 mcf to 37,200 mcf of gas per day, the combined peak rate from the BSNR pad reached approximately 134,000 mcf of gas per day. In October, the company also placed three wells from its PKY pad on production, all with 8,500-foot laterals, which achieved a combined peak rate of approximately 95,000 mcf of gas per day. As a result, last week Chesapeake's net production from the Haynesville reached 1 bcf of gas per day, which is the company's highest daily rate since November 2012. Additionally, Chesapeake expects to place on production its first 10,000-foot Bossier well, the Nabors 13&12-10-13 1HC, located in Sabine Parish in late November 2017 and intends to spud its first 15,000-foot lateral Haynesville well in the 2017 fourth quarter. The company expects to place on production up to seven wells in the Haynesville in the 2017 fourth quarter. In the Mid-Continent, Chesapeake recently drilled and completed a 10,000-foot lateral well with an enhanced completion design on the Bravo 1H well in Major County, yielding an average production rate of approximately 1,550 bbls of oil per day and an average total production rate of 1,960 boe per day over the first 10 days. Oil, Natural Gas and Natural Gas Liquids Hedging Activities Chesapeake enters into commodity derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. As of Oct. 31, 2017, the company had downside protection, through open swaps, on a portion of its remaining 2017 oil production at an average price of $50.36 per bbl. The company had downside price protection, through open swaps and two-way collars, on a portion of its remaining 2017 natural gas production at an average price of $3.17 per mcf. Chesapeake also had downside price protection, through open swaps, on a portion of its remaining 2017 propane production at an average price of $0.76 per gallon. In addition, the company had downside protection, through open swaps and two-way collars, on a portion of its 2018 natural gas production at an average price of $3.10 per mcf. Chesapeake also had downside price protection through open swaps on a portion of its 2018 oil production at an average price of $51.74 per bbl and under three-way collar arrangements based on an average bought put NYMEX price of $47.00 per bbl and exposure below an average sold put NYMEX price of $39.15 per bbl. A full-text copy of the Form 10-Q is available for free at: https://is.gd/UiWvud About Chesapeake Energy Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) -- http://www.chk.com/-- is focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses. Chesapeake Energy reported a net loss available to common stockholders of $4.92 billion on $7.87 billion of total revenues for the year ended Dec. 31, 2016, compared to a net loss available to common stockholders of $14.85 billion on $12.76 billion of total revenues for the year ended Dec. 31, 2015. * * * In January 2017, S&P Global Ratings raised its corporate credit rating on Chesapeake Energy to 'B-' from 'CCC+, and removed the ratings from CreditWatch with positive implications where S&P placed them on Dec. 6, 2016. The rating outlook is positive. "The upgrade of Chesapeake to 'B-' reflects our assessment of the company's improved liquidity profile and financial measures," said S&P Global Ratings credit analyst Paul Harvey. Chesapeake Energy carries a 'Caa1' corporate family rating from Moody's Investors Service. Moody's said Chesapeake's 'Caa1' CFR incorporates its improving but modest cash flow generation at Moody's commodity price estimates relative to the company's high debt levels. CHICAGO BOARD: State Aid to Determine LT Fin'l Path, Moody's Says ----------------------------------------------------------------- Chicago Board of Education (CPS B3 stable) long-term financial trajectory depends on its ability to control expenses, the availability of state aid, and the continued economic health of the City of Chicago (Ba1 negative), Moody's Investors Service says in a new report. Combined property taxes and state aid will increase by approximately $500 million for fiscal 2018. "The revenue infusion will not restore fiscal health, but it will prevent the district's financial position from worsening this fiscal year," according to David Levett, a Moody's AVP. For fiscal 2018, CPS revenues and expenditures will be almost balanced after several years of very large shortfalls. If CPS is able to keep expenditure growth near 2% annually, costs will increase by approximately $120 million a year. This would allow the district to keep pace with the rate of rising costs with inflationary revenue growth. However, the district's required pension contributions and debt service costs are escalating and a strong union limits the prospects of constraining wage growth for a sustained period. CPS can slow the pace of spending growth by reducing headcount and facilities to align operations with falling student enrollment. If costs rise more rapidly than 2% per year, budget strain will intensify. To meet CPS' rising expenses, the State of Illinois is one possible source of additional revenue. In fiscal 2018, the district will receive more than $300 million in increased state aid owing to a gain from a new funding formula and state payment of the district's normal pension cost. However, Illinois continues to have ongoing financial and governance challenges, and the state's willingness and ability to meet future funding targets is uncertain. If the state is unable to provide material funding support for CPS, the district might turn to its local property tax base for additional revenue. Chicago's current economic trajectory is strong and employment has grown steadily since 2009. CPS's recent tax increases are occurring just as other local entities such as Chicago and Cook County (A2 stable) are also raising property and sales taxes. However, the recent backlash and repeal of Cook County's soda tax highlights the practical limitations on continually raising taxes on the same group of taxpayers. CITRIX SYSTEMS: Moody's Assigns Ba1 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service assigned a Ba1 Corporate Family Rating and Ba1-PD probability of default rating to Citrix Systems, Inc. Moody's also assigned a (P)Ba1 rating to Citrix's senior unsecured shelf facility and assigned an SGL-1 speculative grade liquidity rating to the company. The ratings outlook is stable. RATINGS RATIONALE The Ba1 Corporate Family Rating reflects Citrix's leading market positions in several segments of the virtualization, mobile application and network infrastructure markets and stability and scale of free cash flow generation, tempered by the evolving technology landscape and the company's share buyback and acquisition appetite. Citrix is a leading player in the desktop and application virtualization markets but growth is slowing due to the evolution in approaches to virtualization and application delivery as well as competitive pressures. Citrix is also a strong number two player in the application delivery controller (ADC) market. Growth in the ADC market is slowing as more applications are delivered via the cloud. While Citrix generates strong levels of free cash flow, share buy backs and acquisitions could well exceed domestic cash generation and overseas cash flow is not available without incurring significant tax costs. Citrix has spent over $3.5 billion on buybacks since 2012 and over $1.2 billion on acquisitions. As a result of buyback and acquisition appetite, leverage could approach 3.5x, though Moody's expect cash and liquid investment levels will also remain robust. Activist investor, Elliot Management owns an interest in Citrix and has had board representation since 2015. and cash flow with occasional increases in debt to fund buybacks and acquisitions. The ratings could be upgraded if Citrix continues to grow its business and demonstrates an extended track record of conservative financial policies under the current management team. The ratings could face downward pressure if performance were to deteriorate materially or leverage was expected to exceed 4x on other than a temporary basis. Liquidity is very good, as evidenced by the SGL-1 speculative grade liquidity rating, based on strong levels of cash and investments, expectations of annual free cash flow in excess of $850 million over the next 12 to 18 months and a largely undrawn $250 million revolving credit facility. As of September 30, 2017, Citrix had $1.5 billion of cash and short term investments and $1.05 billion of liquid high quality long term investments. The company's 0.5% $1.25 billion (face value) convertible notes are due in April 2019. Assignments: Issuer: Citrix Systems, Inc. -- Probability of Default Rating, Assigned Ba1-PD -- Speculative Grade Liquidity Rating, Assigned SGL-1 -- Corporate Family Rating, Assigned Ba1 -- Senior Unsecured Shelf, Assigned (P)Ba1 The principal methodology used in these ratings was Software Industry published in December 2015. Citrix Systems, Inc. is a global provider of virtualization, mobile application and network infrastructure software. The company built its position through internally developed products and acquisitions. The company had revenues of $2.7 billion in fiscal 2016 pro forma for the GetGo spinoff. CONCORDIA INTERNATIONAL: Will Release Q3 Financials on Nov. 14 -------------------------------------------------------------- Concordia International Corp. (NASDAQ: CXRX) (TSX: CXR) said it intends to release its third quarter 2017 financial results before market open on Tuesday, Nov. 14, 2017. The Company will subsequently hold a conference call that same day, Tuesday, Nov. 14, 2017, at 8:30 a.m. ET hosted by Mr. Allan Oberman, chief executive officer, and other senior management. A question-and-answer session will follow the corporate update. CONFERENCE CALL DETAILS DATE: Tuesday, November 14, 2017 TIME: 8:30 a.m. ET DIAL-IN NUMBER: (647) 427-7450 or (888) 231-8191 TAPED REPLAY: (416) 849-0833 or (855) 859-2056 REFERENCE NUMBER: 9879679 This call is being webcast and can be accessed by going to: http://event.on24.com/r.htm?e=1535629&s=1&k=B3BF1AD3DED96CAD83E708FE2BE9CADC 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. * * * As reported by the TCR on Oct. 27, 2017, Moody's Investors Service downgraded the Corporate Family Rating of Concordia to 'Ca' from 'Caa3'. "Concordia's Ca Corporate Family Rating reflects its very high financial leverage, ongoing operating headwinds, and imminent risk of a debt restructuring. Moody's estimates adjusted debt/EBITDA will exceed 9.0x over the next 12 months as earnings decline on a year over year basis." As reported by the TCR on Oct. 19, 2017, S&P Global Ratings lowered its corporate credit rating on Concordia 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." CRYOLIFE INC: Moody's Assigns B2 Corporate Family Rating -------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and a B2-PD Probability of Default Rating to CryoLife, Inc. Moody's also assigned a B2 rating to the company's proposed $255 million first lien credit facilities detailed below. The rating agency also assigned a Speculative Grade Liquidity rating of SGL-1. The rating outlook is stable. The ratings assigned are subject to receipt and review of final documentation. CryoLife has entered into an agreement to acquire Germany-based medical device company JOTEC, AG for an up-front payment of $225 million, subject to certain adjustments. The price will consist of 75% in cash and 25% in CryoLife common stock issued to JOTEC's shareholders. Proceeds from the proposed $225 million first lien term loan facility will be used to fund the cash portion of the purchase price, to refinance existing debt of CryoLife and JOTEC, and to pay transaction costs. The following ratings were assigned: CryoLife, Inc. Corporate Family Rating at B2 Probability of Default Rating at B2-PD $30 million first lien revolving credit facility due 2022 at B2 (LGD 3) $225 million first lien term loan due 2024 at B2 (LGD 3) Speculative Grade Liquidity Rating at SGL-1 Rating Outlook: Stable CryoLife's B2 Corporate Family rating reflects the company's relatively narrow focus on aortic medical devices and tissue processing, as well as its limited scale, with pro-forma revenue around $240 million. In the rating Moody's also considers the integration risks associated with the JOTEC transaction, which is the largest acquisition undertaken in Cryolife's history. Moody's expects CryoLife to be moderately leveraged with pro forma debt/EBITDA at around 4.8 times at closing. Moody's expects that leverage will fall below four times within two years, primarily due to earnings growth. Despite its modest size, CryoLife has a wide range of products, as well as a meaningful level geographic diversification. The Speculative Grade Liquidity rating of SGL-1 reflects the company's very good liquidity. Moody's expects that the company will have in excess of $30 million of cash following closing of the JOTEC acquisition, and will generate meaningful free cash flow in excess of $25 million per annum. CryoLife will also have access to a $30 million revolving credit facility. The company will be subject to a springing leverage covenant if drawings under the revolver exceed certain thresholds. Moody's expects that the company will have ample cushion if the covenant were to be tested. The rating outlook is stable. Moody's expects CryoLife to remain modest in size, with a narrow business focus and moderate leverage. Ratings could be upgraded if the company successfully integrates the JOTEC acquisition while continuing to drive organic growth across its portfolio. The addition of new products, or the introduction of existing products into new markets, would be positive. Ratings could be upgraded if debt/EBITDA is sustained below 3.5 times and the company maintains good liquidity. Ratings could be downgraded if CryoLife's experiences unexpected challenges in the JOTEC integration, or if organic sales decline. Ratings could be downgraded if debt/EBITDA is sustained above five times. Headquartered in Atlanta, GA, CryoLife, Inc. is a provider of tissues and medical devices for use in cardiac and vascular surgeries. CryoLife has entered into an agreement to acquire JOTEC, a German-based developer of endovascular stent grafts, and cardiac and vascular surgical grafts, focused on aortic repair. Pro-forma revenues are around $240 million. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. CUMULUS MEDIA: Elects to Forgo $23.6M Notes Interest Payment ------------------------------------------------------------ In connection with Cumulus Media Inc.'s ongoing discussions with creditors, on Oct. 30, 2017, the Restructuring Committee of the Company's Board of Directors authorized the Company to forgo the scheduled interest payment of approximately $23.6 million on the 7.75% Senior Notes due 2019 on Nov. 1, 2017, thereby entering into the applicable 30-day grace period under the terms of the Indenture. That nonpayment constitutes a "default" under the terms of the Indenture, which matures into an "Event of Default" if such "default" is not cured or waived before the expiration of the 30-day grace period on Dec. 1, 2017. According to the Company, this decision was made in support of the Company's efforts to develop and implement a restructuring that will allow the Company to continue its operational and financial momentum, as evidenced by the results announced in its selected preliminary operating results for third quarter 2017 on Oct. 26, 2017. The decision to withhold payment during the grace period will not impact the Company's operating constituents, including its employees, advertisers, network affiliates, vendors and content partners. About Cumulus Media Atlanta, Georgia-based Cumulus Media Inc. -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debt that topped $97 million as of June 30, 2011. Cumulus Media incurred a net loss of $510.7 million in 2016 following a net loss of $546.49 million in 2015. As of June 30, 2017, Cumulus Media had $2.40 billion in total assets, $2.89 billion in total liabilities and a total stockholders' deficit of $491.8 million. * * * In March 2017, S&P Global Ratings raised its corporate credit rating on Cumulus Media Inc. and its subsidiary Cumulus Media Holdings Inc. to 'CCC' from 'CC'. The rating outlook is negative. "We believe Cumulus may look to exchange debt at subpar levels or repurchase debt at discounted levels in 2017, which we would viewas tantamount to default, based on our criteria," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "We could lower our ratings on the company if it announces a subpar debt tender offer." Various tranches of debt at Cumulus are currently trading at roughly a 30% to 60% discount to par. In April 2017, Moody's Investors Service downgraded Cumulus Media Inc.'s Corporate Family Rating to 'Caa2' from 'Caa1', the secured credit facilities to 'Caa1' from 'B3', and senior unsecured notes to 'Ca' from 'Caa3'. The outlook was changed to negative from stable. The downgrade reflects the elevated risk of a restructuring of its balance sheet and its unsustainable leverage level of 11.3x (excluding Moody's standard lease adjustments) as of Q4 2016. CUMULUS MEDIA: S&P Lowers CCR to 'SD' On Missed Interest Payment ---------------------------------------------------------------- S&P Global Ratings lowered its corporate credit ratings on Atlanta-based Cumulus Media Inc. (Cumulus) and its subsidiary Cumulus Media Holdings Inc. to 'SD' (selective default) from 'CCC'. S&P said, "At the same time, we lowered our issue-level rating on Cumulus' 7.75% senior notes due 2019 to 'D' from 'CC'. The '6' recovery rating on the debt is unchanged, indicating our expectation for negligible recovery (0%-10%; rounded estimate: 0%) of principal in the event of a default. "The downgrade follows Cumulus' recent announcement that it didn't make a $23.6 million interest payment on its 7.75% senior notes due 2019. The payment was due on Nov. 1. We believe the company made the decision to not make the payment in order to preserve cash or put pressure on its bondholders to participate in a a subpar debt exchange, given that it has sufficient cash on hand to make the interest payment. We also believe the nonpayment signals that a restructuring, either out of court or through an in court reorganization, is likely imminent. We don't expect the company to make the interest payment within the 30-day grace period." CVENT INC: Moody's Affirms B3 Corp. Family Rating; Outlook Stable ----------------------------------------------------------------- Moody's Investors Service affirmed Cvent, Inc.'s Corporate Family rating ("CFR") at B3 and Probability of Default rating ("PDR") at B3-PD. Moody's assigned a B3 rating to the proposed senior secured first lien term loan due 2024. The rating outlook was revised to positive from stable. The net proceeds of the proposed term loan will be used to repay in full the existing senior secured first lien term loan due 2023 and second lien term loan due 2024. The ratings on the existing term loans will be withdrawn when they are repaid. Moody's anticipates it will downgrade the senior secured first lien revolver to B3 from B1 at that time, reflecting the repayment of the second lien term loan and the resulting elimination of first-loss support it provides to the first lien obligations at default. Issuer: Cvent, Inc. Affirmations: -- Corporate Family Rating, at B3 -- Probability of Default Rating, at B3-PD Assignments: -- Senior Secured First Lien Term Loan due 2024, at B3 (LGD3) Outlook: -- Outlook, Changed To Positive From Stable RATINGS RATIONALE Cvent's B3 CFR reflects high debt to EBITDA expected to remain above 7 times until 2018 and remaining integration risks associated with its 2016 merger with Lanyon Solutions, Inc. Moody's expectations for 8% to 10% annual revenue growth and EBITA margins that should improve steadily to exceed 15% in 2018 provide ratings support. The lower cost of debt following the proposed refinancing will expand free cash flow and interest coverage. Revenue size and scope are limited, with around $450 million of subscription and other revenues sourced from meeting planners and hotels, mostly in North America, in 2018. That said, Cvent believes it is the largest independent provider of event management services. High revenue growth rates must continue for the company to generate enough free cash flow to reduce debt. Subscription revenues paid up front and high customer retention and renewal rates provide support to the revenue growth forecast. The potential for debt financed acquisitions or shareholder returns also weighs on the rating. Cvent has very good liquidity from over $100 million of available balance sheet cash, $40 million of anticipated free cash flow and the unused and fully available $40 million revolving credit. Favorable working capital dynamics driven by pre-paid subscription revenues means Cvent will generate substantial cash from deferred revenue growth so long as revenues continue to grow. All financial metrics reflect Moody's standard analytic adjustments. In addition, Moody's expenses Cvent's capitalized software costs. The revision of the ratings outlook to positive from stable reflects Moody's anticipation of lower financial leverage and very good liquidity if Cvent maintains its revenue growth and profit margin expansion trajectory while eschewing debt-financed acquisitions and shareholder distributions. The ratings could be raised if Moody's expects Cvent will sustain: 1) debt to EBITDA below 6.5 times; 2) free cash flow to debt around 8%; 3) EBITA to interest expense around 2 times; 4) solid liquidity; and 5) balanced financial policies. Given the positive ratings outlook, a downgrade is not likely in the near term. However, the ratings could be lowered if increased competition or customer losses drive down revenue growth, leading Moody's to anticipate: 1) debt to EBITDA remaining above 7.5 times; 2) EBITA to interest expense below 1 time; or 3) less than adequate liquidity. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Cvent, based in Tyson's Corner, VA and owned by affiliates of Vista Equity Partners, provides cloud-based enterprise event management software to event and meeting planners and venues, mostly in North America. Moody's expects 2018 revenues of around $450 million. CVENT INC: S&P Affirms 'B-' CCR on Proposed Refinancing ------------------------------------------------------- S&P Global Ratings affirmed its 'B-' corporate credit rating on Tysons Corner, Va.–based Cvent Inc. and revised the outlook to positive from stable. S&P said, "At the same time, we assigned our 'B-' issue-level and '3' recovery ratings to the company's proposed $700 million first-lien term loan. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery for lenders in the event of a payment default. "The positive outlook reflects significant progress on the company's integration of Lanyon, a former competitor and provider of similar cloud-based solutions; executed cost synergies; and our expectation for strong operating performance and EBITDA growth. The outlook also reflects solid free cash flow generation, which we expect will approach the high–single-digit area as a percentage of debt over the next 12 months, and good liquidity, with a cash balance of approximately $150 million at transaction close coupled with an undrawn $40 million revolver. "The positive outlook reflects our expectation for significant deleveraging over the next 12 months through EBITDA growth and mandatory debt amortization, leading to leverage approaching or potentially declining below 7x in conjunction with free cash flow to debt above 5%. "We could consider an upgrade in the next 12 months if the company successfully concludes the integration with Lanyon, effectively cross-sells products and services, and gains new customer wins, such that EBITDA growth leads to leverage approaching the low-7x area with prospects for further deleveraging, coupled with free cash flow to debt above 5%. "We could revise our outlook to stable if the company fails to meaningfully increase EBITDA due to protracted restructuring or competitive pressures, such that leverage is expected to remain above the low-7x area over the next 12 months." DOCTOR'S BEST: Seeks to Hire David Lang as Attorney --------------------------------------------------- Doctor's Best Immediate Medical Care, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire David Hamilton Lang, Esq., as its legal counsel. Mr. Lang will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Mr. Lang will charge an hourly fee of $300 for his services. Clerical and paralegal services will be charged at $75 per hour. The Debtor paid the attorney a retainer in the sum of $7,000, plus $1,700 for the filing fee. Mr. Lang does not represent any interest adverse to the Debtor, according to court filings. Mr. Lang's office address is: David H. Lang, Esq. Lang Law Offices, Inc. 230 North Monroe Street Media, PA 19063 Tel: 610 246 4411 Email: langlawoffice@gmail.com About Doctor's Best Immediate Medical Care Doctor's Best Immediate Medical Care, Inc. -- http://www.doctorsbestimmediatecare.com-- is a walk-in health urgent care clinic serving the greater West Chester, Pennsylvania area and the Main Line (Villanova, Radnor, Wayne, Devon, Newtown Square, Berwyn, Paoli, Malvern and Great Valley). It treats everyday illnesses and injuries that need immediate attention such as colds, rashes, stomach aches or ear infections. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 17-17508) on November 5, 2017. Geoff Winkley, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Eric L. Frank presides over the case. DOWLING COLLEGE: A&G Realty, Madison Hawk to Manage Auction Sale ---------------------------------------------------------------- The liquidation of assets by Dowling College will move forward with the auction sale of the former Brookhaven campus in Shirley, N.Y. as part of the Chapter 11 bankruptcy proceedings for the shuttered educational institution. A&G Realty and Madison Hawk Partners have been retained to manage the sale of the 105-acre Suffolk County property which consists of an approximate 72,000 square-foot, 70-room dormitory, state-of-the-art athletic complex, and a 65,000 sq.-ft. office/class room complex consisting of two buildings and a 7,500 sq.-ft. airplane hangar with proximity to Brookhaven Airport. The Brookhaven campus, which was home to the college's aviation program, is located on the William Floyd Parkway and has undergone millions of dollars of infrastructure improvements, greatly reducing development costs to a buyer. The sealed bid deadline has been set for December 4, 2017, and the sale event will take place on December 7, 2017. "We expect that the sale process for the Brookhaven campus can achieve as successful an outcome as the prior bankruptcy sale of Dowling College's Oakdale campus," says Chief Restructuring Officer Robert Rosenfeld, whose firm RSR Consulting is managing the dissolution of the Dowling College estate. "This sale is a necessary next step in the effort to maximize value of Dowling's assets for the benefit of its many creditor constituencies. We are pleased to again work with the firms of A&G Realty and Madison Hawk to assist the Debtor in this sale process as well as utilizing the efforts of CBRE in connection with the dormitory component of this campus." "We're entering our final phase in relation to the properties we were retained to market and sell for Dowling College," said Andy Graiser, Co-Founder and Co-President of A&G Realty. "The Oakdale auction event involved spirited bidding from both educational end users and potential developers. We fully anticipate this sale to receive an equally strong response." "The Brookhaven campus is considered one of the most diverse development sites on all of Long Island with opportunities for residential, education, medical, health-related, senior housing, office, retail, etc.," added Jeff Hubbard, President of Madison Hawk Partners. "This is rarely available opportunity to purchase a parcel that's ideally situated between the Sunrise Highway and the Long Island Expressway with direct access to the Brookhaven Airport." Current improvements on the Shirley, N.Y. property include: On-site inspections of the Brookhaven campus are scheduled to be available by appointment on November 8[th], 14[th] and 30[th]. For additional information on the sale, please visit www.Dowling-RealEstate.com. About Dowling College Dowling College was founded in 1955 as part of Adelphi College's outreach to Suffolk County, New York. Dowling College became the first four-year, degree-granting liberal arts institution in the county. It purchased the former W.K. Vanderbilt estate in Oakdale in 1962. Dowling College sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of $100 million to $500 million and debt of less than $100 million. The Debtor is represented by Klestadt Winters Jureller Southard & Stevens, LLP. Ingerman Smith, LLP and Smith & Downey, PA, have been tapped as special counsel. Robert Rosenfeld of RSR Consulting, LLC, serves as its chief restructuring officer while Garden City Group, LLC, serves as its claims and noticing agent. The Debtor has also hired FPM Group, Ltd., as consultants; Eichen & Dimeglio, PC, as accountants; A&G Realty Partners, LLC and Madison Hawk Partners, LLC, as real estate advisors; and Hilco Streambank and Douglas Elliman serve as brokers. Judge Robert E. Grossman presides over the Debtor's bankruptcy case. The Office of the U.S. Trustee on Dec. 9, 2016, appointed three creditors of Dowling College to serve on the official committee of unsecured creditors. The Committee named SilvermanAcampora LLP as its counsel. DYNEGY INC: Moody's Puts B2 CFR on Review for Upgrade ----------------------------------------------------- Moody's Investors Service placed Dynegy Inc.'s (Dynegy, CFR B2) ratings on review for upgrade, including its B3 unsecured rating and Ba3 secured bank loan rating. The action follows the announcement that Dynegy will merge with Vistra Energy Corp. (Vistra Energy, CFR Ba2) in an all-stock transaction. At the same time, Moody's affirmed all of Vistra Energy's ratings, including its Ba2 rating on the senior secured bank facility of Vistra Operations Company LLC (Vistra Operations). Vistra Energy's outlook is stable. See the rating list below for all actions on Vistra Energy and Dynegy's ratings and outlooks. "With this transaction, Vistra Energy will gain significant size and scale to operate in a volatile, commodity-driven business," said Toby Shea VP -- Sr Credit Officer "despite merging with a lower rated entity, Moody's are maintaining Vistra Energy's ratings and stable outlook because Moody's expected this kind of transaction when Moody's originally rated the company." On Review for Upgrade: Issuer: Dynegy Inc. -- Probability of Default Rating, Placed on Review for Upgrade, currently B2-PD -- Corporate Family Rating, Placed on Review for Upgrade, currently B2 -- Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently Ba3(LGD2) -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently B3(LGD5) Outlook Actions: Issuer: Dynegy Inc. -- Outlook, Changed To Rating Under Review From Stable Issuer: Vistra Energy Corp. -- Outlook, Remains Stable Issuer: Vistra Operations Company LLC -- Outlook, Remains Stable Affirmations: Issuer: Dynegy Inc. -- Speculative Grade Liquidity Rating, Affirmed SGL-2 Issuer: Vistra Energy Corp. -- Probability of Default Rating, Affirmed Ba2-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-1 -- Corporate Family Rating, Affirmed Ba2 Issuer: Vistra Operations Company LLC -- Senior Secured Bank Credit Facility, Affirmed Ba2(LGD4) RATINGS RATIONALE According to the proposed structure at closing, Vistra Energy will be the surviving ultimate parent company of the combined entity. All of Dynegy's existing debt will be transferred to Vistra Energy. However, Vistra Energy's existing debts, which are held at its principal subsidiary, Vistra Operations, will not be similarly transferred to Vistra Energy. The review for upgrade at Dynegy is based on the merger structure, and the expectation that Dynegy's debt, bank loans and bonds will move to the Vistra Energy holding company. This entity, will continue to benefit from the direct cash flows from assets as well as the residual cash flows from Vistra Operations. Because Vistra Operations is moderately leveraged, the residual value to Vistra Energy is significant. Vistra Operations' bank loan agreement restricts payments to its parent company but Moody's do not believe it will have much of an effect on Vistra Operations' ability to upstream dividends to Vistra Energy because Vistra Operations is allowed to upstream at minimum $400 million of cash each plus, each calendar year an additional 3% of market capitalization calculated on a trailing twelve month basis. Vistra Energy's assets are concentrated in Texas but its retail operation in the Dallas area provides it with a more stable source of cash flows. Vistra Energy has stronger business fundamentals and is less leveraged than Dynegy. Dynegy is geographically diversified across various unregulated markets across the US but its cash flows are more volatile because they are dependent on wholesale commodity prices. The combined entity will have greater scale and diversification and falling leverage. The falling leverage is based on the proposed debt reduction plans at Dynegy, both at closing as well as over the next three years. The proposed merger is an overall credit negative for Vistra Operations' bank loan but it is not enough to affect its rating. Vistra Operations' cash flows and debt burden will be largely the same as they were before the merger. However, Vistra Operations did not have parent debt before the transaction but will have parent debt after the merger. The parent debt may result in pressure on Vistra Operations to provide dividends, reducing Vistra Operations' financial flexibility. Liquidity Vistra and Dynegy both have significant amount of liquidity available at closing. Vistra Energy currently has a speculative grade liquidity rating of SGL-1 and, Dynegy, SGL-2. This assessment primarily reflects Moody's expectation that the company can fund all operating cash needs, including maintenance capex, from operating cash flows for the next twelve months. On a pro-forma combined basis, total revolving credit facilities from the two companies will amount to $2.3 billion, while cash holding is expected to be about $1.6 billion. Moody's expect free cash flows from the combined companies to be about $1.5 billion. According to the merger proposal, the combined company will not have any debt maturities over the next three years. Dynegy currently has a $850 million senior unsecured debt due in July 2019, but according to the merger proposal, it will be paid off at closing. Vistra Energy will have access to Dynegy's existing $1.545 billion senior secured revolving credit facility because it will be moved to the parent holding company. At the end of second quarter 2017, this facility was used for $300 million of cash draw and $318 million of letter of credit issuance. Vistra Operations will continue to have access to its $860 million credit revolving credit facility due 2021. This facility did not have any usage at the end of second quarter 2017. The financial covenant consists of a 4.25x net debt to EBITDA leverage ratio. Outlook Vistra Energy's stable rating outlook reflects the management's articulated deleveraging plan following the merger. Vistra Energy's plan to use its free cash flow to reduce gross debt to EBITDA from 4.2x for pro forma 2018 to 3.0x by the end of 2020 is a material credit positive, but tempered by new execution and integration risks associated with the proposed merger. Factors that Could Lead to an Upgrade After the merger, Moody's could take a positive rating action as Vistra Energy executes on its deleveraging plan and the company's CFO Pre-WC/debt is sustained around 20%. Factors that Could Lead to a Downgrade For Vistra Energy, an increase in leverage that meaningfully impacts cash flow credit metrics, for example, if Moody's were to expect the ratio of CFO pre-W/C to debt to mid-teens range or below. A meaningful increase in operating or business risk could also put downward pressure on the rating. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. ELDORADO GOLD: Moody's Revises Outlook to Neg. & Affirms B1 CFR --------------------------------------------------------------- Moody's Investors Service revised the rating outlook for Eldorado Gold Corporation to negative from stable. At the same time, Moody's affirmed Eldorado's B1 Corporate Family Rating, B1-PD Probability of Default Rating, and B1 senior unsecured note ratings. Eldorado's Speculative Grade Liquidity Rating ("SGL") rating was lowered to SGL-2 from SGL-1. "The negative outlook reflects Eldorado's elevated leverage, the execution risk in developing key projects in Greece where government actions have delayed development, and production challenges at its main operating mine in Turkey", said Jamie Koutsoukis, Moody's Analyst. Downgrades: Issuer: Eldorado Gold Corporation -- Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Outlook Actions: Issuer: Eldorado Gold Corporation -- Outlook, Changed To Negative From Stable Affirmations: Issuer: Eldorado Gold Corporation -- Probability of Default Rating, Affirmed B1-PD -- Corporate Family Rating, Affirmed B1 -- Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD4) RATINGS RATIONALE Eldorado's B1 corporate family rating is constrained by elevated leverage (4.7X adjusted debt/EBITDA expected for 2017), modest scale (330,000 gold equivalent ounces to be produced in 2017), gold price volatility, relatively high geopolitical risks, limited mine diversity (two gold mines in Turkey), and execution risks related to its material development projects in Greece. Eldorado however, benefits from low cash costs ($530/oz in Q3/17 as per Moody's calculation), large reserves, growing production that should support deleveraging below 3x in 2018, and good liquidity. Delays on its two main mining projects in Greece have been driven by setbacks in receiving permits and licenses, reflecting the risk of operating in a jurisdiction with higher political risk and lack of proven mining legislation and regulations. Also the company will generate lower cash flow from operations as gold recovery from the leach pad at its main operating mine, Kisladag, has not met expectations. Eldorado has cut its production guidance there for 2017 from 230-240 thousand ounces at the beginning of 2017 to 170-180 thousand ounces, and raised its cost guidance, with 2018 still being evaluated. Eldorado has good liquidity (SGL-2), with a cash balance of $546 million at September 2017, and an undrawn $250 million unsecured revolving credit facility which matures in November 2020. The large cash balance will allow Eldorado to fund Moody's estimated free cash flow consumption of about $350 million in 2018 as the company continues to spend on developing its new mines. Moody's expects the company will maintain good covenant headroom. The company does not have any material debt maturities until 2020 when its credit facility and $600 million unsecured notes become due. The negative outlook reflects the execution risk Eldorado continues to face to bring its projects to production in Greece where the current government has hampered mine development, as well as concerns regarding production levels at Kisladag, its largest EBITDA contributor. If either are unable to perform to expectations, leverage will remain elevated. Upward rating movement could occur should Eldorado achieve commercial production at some of its key development projects, reducing its mine development execution risk, accompanied by adjusted leverage sustained below 3x (4.1x at Q3/17) and adequate liquidity. Downward rating movement could occur should liquidity weaken materially or if uncertainty increases over the ability of Eldorado to complete its development projects and produce cash flow, particularly in Greece. A ratings downgrade would also result should adjusted leverage exceed 4x for a sustained period (4.1x at Q3/17). Headquartered in Vancouver, Canada, Eldorado Gold Corporation owns and operates two gold mines (Kisladag and Efemcukuru) in Turkey, and a lead/zinc/silver mine in Greece (Stratoni). The company is also constructing the Olympias Phase 2 and Skouries gold mines in Greece. Revenues for the last twelve months ending September 2017 were $405 million. The principal methodology used in these ratings was Global Mining Industry published in August 2014. FANNIE MAE: Reports Net Income of $3 Billion for Third Quarter -------------------------------------------------------------- Federal National Mortgage Association filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $3.02 billion on $27.46 billion of total interest income for the three months ended Sept. 30, 2017, compared to net income of $3.19 billion on $25.95 billion of total interest income for the three months ended Sept. 30, 2016. The $177 million decrease in net income from the second quarter of 2017 was driven primarily by an increase in credit-related expense, which was principally caused by the impact of a hurricane-related provision for credit losses. The increase in credit-related expense was partially offset by income from a settlement agreement resolving legal claims relating to private-label mortgage-related securities the company purchased. Net interest income was $5.3 billion for the third quarter of 2017, compared with $5.0 billion for the second quarter of 2017. The increase in net interest income for the third quarter of 2017 was due to higher guaranty fee income primarily as a result of higher amortization income, which was driven by higher mortgage prepayments. Fee and other income was $1.2 billion in the third quarter of 2017, compared with $353 million in the second quarter of 2017. The increase in fee and other income was driven by approximately $975 million (pre-tax) resulting from a settlement agreement resolving legal claims relating to private-label mortgage-related securities the company purchased. Net fair value losses were $289 million in the third quarter of 2017, compared with $691 million in the second quarter of 2017. Net fair value losses for the third quarter of 2017 were due primarily to losses on commitments to sell mortgage-related securities due to an increase in prices as interest rates decreased during the commitment period, as well as fair value losses on the company's risk management derivatives due primarily to declines in longer-term swap rates for most of the quarter. The estimated fair value of the company's derivatives and securities may fluctuate substantially from period to period because of changes in interest rates, the yield curve, mortgage and credit spreads, implied volatility, and activity related to these financial instruments. For the nine months ended Sept. 30, 2017, Fannie Mae reported net income of $8.99 billion on $82.23 billion of total interest income compared to net income of $7.27 billion on $79.88 billion of total interest income for the same period during the prior year. As of Sept. 30, 2017, Fannie Mae had $3.33 trillion in total assets, $3.32 trillion in total liabilities and $3.64 billion in total stockholders' equity. As of Sept. 30, 2017, Fannie Mae's allowance for loan losses of $20.2 billion includes an estimate of incurred credit losses from the hurricanes of approximately $1.0 billion. Approximately 80 percent of the estimate relates to the company's single-family mortgage loans in Puerto Rico which, as of Sept. 30, 2017, had an unpaid principal balance of $8.9 billion. The company's estimate of incurred credit losses from the hurricanes is based on assumptions about a number of factors, including the probability of borrower default, the hurricanes' impact on collateral value, and potential insurance recoveries. Fannie Mae used its historical data from past hurricanes as a basis for its assumptions, while taking into account that the recent hurricanes may not be fully comparable to past hurricanes. The accuracy of Fannie Mae's assumptions may be significantly impacted by the limited nature of information available to the company at this time. For Hurricane Harvey and Hurricane Irma, Fannie Mae has initial information on trends in borrower delinquencies and has been able to preliminarily assess the severity of property damage. For Puerto Rico, because Hurricane Maria occurred in late September 2017, soon after Hurricane Irma, there is less information available on borrower delinquencies and the company has had limited opportunity to assess the severity of property damage. As a result, the company's estimate will likely change in the future as additional information becomes available. Fannie Mae will continue to evaluate its assumptions and any resulting adjustments to its estimate will impact its allowance for loan losses in future periods. The company reported a positive net worth of $3.6 billion as of Sept. 30, 2017. As a result, the company will pay Treasury a $3.0 billion dividend in December 2017 if the Federal Housing Finance Agency (FHFA) declares a dividend in this amount. "Fannie Mae is consistently delivering a steady stream of innovations to our customers. We see their challenges as Fannie Mae's challenges, and we are listening to their feedback to make our customer solutions better and smarter," said Timothy J. Mayopoulos, president and chief executive officer. "As our third quarter results demonstrate, our performance and focus on customers have put us in a strong position to continue serving all parts of the market. We are committed to working with customers to forge a stronger and safer housing finance system that provides opportunities that are affordable to the next generation of American homeowners and renters." Fannie Mae's financial statements for the third quarter of 2017 are available for free at https://is.gd/QUq73d About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae -- http://www.FannieMae.com/-- is a government-sponsored enterprise (GSE) that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. During the time of the subprime mortgage crisis, on Sept. 6, 2008, Fannie Mae and Freddie Mac were placed into conservatorship by the U.S. Treasury. The Treasury committed to invest up to $200 billion in preferred stock and extend credit through 2009 to keep the GSEs solvent and operating. Both GSEs are still operating under the conservatorship of the Federal Housing Finance Agency (FHFA). In exchange for future support and capital investments of up to $100 billion in each GSE, each GSE agreed to issue to the Treasury (i) $1 billion of senior preferred stock, with a 10% coupon, without cost to the Treasury and (ii) common stock warrants representing an ownership stake of 79.9%, at an exercise price of one-thousandth of a U.S. cent ($0.00001) per share, and with a warrant duration of 20 years. FARGO TRUCKING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Fargo Trucking Company, Inc. 2727 E. Del Amo Blvd. Compton, CA 90221 Type of Business: Fargo Trucking Company, Inc. is Compton, California-based company that provides trucking services. Chapter 11 Petition Date: November 6, 2017 Case No.: 17-23714 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Neil W. Bason Debtor's Counsel: Vanessa M Haberbush, Esq. HABERBUSH & ASSOCIATES, LLP 444 W Ocean Blvd Ste 1400 Long Beach, CA 90802 Tel: 562-435-3456 Fax: 562-435-6335 E-mail: vhaberbush@lbinsolvency.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Robert Wallace, chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb17-23714.pdf FCBM LLC: Wants Exclusive Plan Filing Deadline Moved to Jan. 31 --------------------------------------------------------------- FCBM, LLC, asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend the exclusive periods for the Debtor to file a Chapter 11 plan until Jan. 31, 2018, and for the Debtor to obtain acceptances to the plan until April 1, 2018. Absent an extension, the Debtor had the exclusive right to file a plan until Nov. 2, 2017. Furthermore, the Debtor has the exclusive right to obtain acceptances of the plan until Jan. 1, 2018. The proof of claim deadline is currently set as Nov. 30, 2017, and the government proof of claim deadline as Jan. 1, 2018. The extension of the Plan exclusivity period will allow the proof of claim deadline to pass and provide the Debtor time to formulate a Plan by working with all creditors asserting claims in this case. The Debtor's Monthly Operating Reports filed indicate that the Debtor is demonstrating a strong prospect of filing a viable plan. The Debtor assures the Court that it is not seeking to extend exclusivity to pressure creditors, rather, the Debtor is seeking to extend the exclusivity period in order to address all creditors who might file a claim up through the claims deadline which has not yet passed. About FCBM LLC FCBM, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-10704) on July 5, 2017. Ed Fine, manager, signed the petition. Judge Thomas P. Agresti presides over the case. The Debtor estimated assets and liabilities of less than $1 million. John F. Kroto, Esq., and Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett P.C., serves as the Debtor's counsel. Cherie Jones, at Coldwell Banker, is the Debtor's real estate broker. FINTUBE LLC: Court Moves Exclusive Plan Filing Period to Jan. 23 ---------------------------------------------------------------- Judge Terrence L. Michael of the U.S. Bankruptcy Court for the Northern District of Oklahoma, at the behest of Fintube, LLC, has extended the Debtor's exclusive period for filing a Chapter 11 Plan until January 23, 2018, and the Debtor's exclusive period for soliciting acceptances of a Plan until March 24, 2018. About Fintube LLC Fintube, LLC, is a Delaware limited liability company engaged in the business of engineering and manufacturing welded, extended surface tubing and designing and fabricating heat recovery systems for a worldwide market. The Company has been in business for over 50 years. Its primary facilities are located in Tulsa, Oklahoma. Fintube filed a Chapter 11 petition (Bankr. N.D. Okla. Case No. 17-11274) on June 27, 2017. The Debtor hired Doerner, Saunders, Daniel & Anderson, L.L.P. as legal counsel; ClearRidge LLC as financial advisor; and Bruce Jones, managing director of ClearRidge, as chief restructuring officer. On July 10, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. No trustee or examiner has been appointed. The committee hired Crowe & Dunlevy, PC, as counsel. FIRST QUANTUM: Fitch Affirms 'B' LT Issuer Default Rating --------------------------------------------------------- Fitch Ratings has affirmed Canada-based First Quantum Minerals' (FQM) Long-Term Issuer Default Rating (IDR) and senior unsecured rating at 'B'. The Outlook on the Long-term IDR is Stable. The Recovery Rating for its senior unsecured issues is 'RR4'. Fitch however will reassess the Recovery Rating of FQM's unsecured issues and the potential for notching down after the receipt of the final project finance documentation and an understanding of the new group capital structure. Fitch believes that FQM's operational profile remains consistent with a 'BB' category rating. However, the rating is driven by the company's high debt levels and weak credit metrics, including expected leverage of about 7.0x in 2017, which Fitch anticipates will then decline towards 5x by 2019 (excluding project finance debt). KEY RATING DRIVERS Improving Credit Metrics: Fitch expects FQM's gross leverage (total debt/funds from operations (FFO)) to increase to 7x in 2017 and to remain above 5x by 2019, before materially declining to about 3x in 2020 when Cobre Panama starts contributing to the group's EBITDA. Fitch do not expect any improvement in leverage in 2017 despite a 20% increase in copper prices yoy, as the company has hedged the majority of its sales for 2017. At end-9M17 90% of copper sales were hedged at USD4,970/t. Refinancing Improves Maturity Profile: In October 2017 the company increased the existing USD1.9 billion term loan facility to USD2.2 billion, extended the maturity profile to 2020 and reset covenant levels. Under the new facility, the current net debt/EBITDA covenant ratio of 5x will be maintained until June 2018. The ratio will then fall to 4.75x by June 2019 and then gradually decrease further to 3.5x. FQM has proactively managed its maturity profile for the next two years to match its Cobre Panama capex phasing and production ramp-up, and the Sentinel and Kansanshi production ramp-up schedule. Negative FCF: Between 4Q17 and end-2018, Fitch project that FQM will have an aggregate net cash outflow of approximately USD500 million. This is comprised of negative free cash flow (FCF) of about USD1 billion offset by expected cash inflows of around USD500 million received from Franco-Nevada and KPMC. This position reflects the ongoing development of the Cobre Panama mine (scheduled to begin production by end-2018). As a result, Fitch project gross debt will increase over this period, before decreasing in 2020, in line with the steep bullet maturity payments expected in in 2020 and 2021. Fitch believes that the company's FCF generation and liquidity levels will be sufficient for those maturities. Fitch treat the Franco-Nevada contribution to Cobre-Panama capex as debt and the KPMC contributions as equity inflows. New Capital Structure: The expected increase in debt in 2018 may come from several sources, one of which is the company's planned project financing of Cobre Panama, currently expected to be signed before end-2017. Fitch will reassess the new capital structure if the transaction is successful. Should Cobre Panama and the associated project finance debt be deconsolidated from FQM group's accounts, Fitch would expect leverage metrics to remain around 5x in 2018 and to decrease to 4x from 2019. Large Project Pipeline: In recent years, FQM has worked through a large project pipeline, including the construction of the Kansanshi smelter and Sentinel mine, as well as Cobre Panama. Sentinel started commercial production in 2016 with the full benefit of the mine to be seen in 2017 and 2018. Fitch still expect gross capex, before third-party contributions to remain high at USD1.6 billion and USD1.2 billion for 2017 and 2018, respectively, as FQM completes Cobre Panama (at end-9M17 the overall progress was 63%). Large Zambian Operational Exposure: Assets in Zambia contributed over half of group revenues and EBITDA in 2016 and this share is expected by Fitch to increase to 70% in the short term as the Sentinel mine reaches full output. The business environment for miners operating in Zambia has become more uncertain over the past two years. The reasons for this include dealings with the government (enactment of new legislation for the mining sector) as well as some operational considerations, such as power shortages. Recently, however, FQM has indicated that the environment for miners has improved and the availability of power supply from Zesco has stabilised. Zambian Economic Background: In February 2017, Fitch affirmed Zambia's Long-Term Foreign- and Local-Currency IDRs at 'B' with a Negative Outlook. Zambia's IDRs reflect a combination of the country's persistent fiscal deficits, which have led to a doubling of the general government debt ratio over the past five years, and structural constraints that keep economic growth below potential. These weaknesses are balanced by an improving fiscal and external outlook, enhanced monetary policy credibility and the potential implementation of a fiscal and economic adjustment agenda, which is likely to be supported by the adoption of an IMF programme. DERIVATION SUMMARY FQM has a weaker competitive position in terms of scale, diversification (estimated revenue in 2017 from Zambia: 65%-70%, although this will decrease when Cobre Panama starts production) and a smaller size of mining operations than its major global peers such as Anglo American plc (BBB-/Stable) and Freeport-McMonRan Inc. (BB+/Negative). However, FQM has been working through a large project pipeline in recent years, including the Sentinel mine, which started commercial production in 2016 and Cobre Panama, which will lead to an improvement to its business profile over the period to 2020. FQM's financial profile is also weaker than that of its peers and is the key constraint on the current rating level. Unlike its peers the company did not have the flexibility to cut back substantially on capex during 2016 which has led to an increasing debt burden. In addition, FQM is not receiving the full benefit of the current improvement in copper prices as it has hedged approximately 90% of its 2017 copper sales. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: - Fitch's copper price assumptions of USD6,025/tonne in 2017, USD6,000/tonne in 2018, USD6,200/tonne in 2019 and USD6,500/tonne thereafter; - volumes as per management guidance; - total capex (excluding third-party contribution to Cobre Panama) of about USD1.6 billion in 2017 and USD1.2 billion in 2018, decreasing to USD440 million in 2019; - additional cash inflows from the Franco-Nevada streaming facility and the KPMC contribution as planned; - Fitch rating case does not include the project financing RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action - FFO gross leverage below 4.0x - Return to positive FCF generation Future Developments That May, Individually or Collectively, Lead to Negative Rating Action - FFO gross leverage failing to fall towards 5.0x by 2019 - Significant problems or delays at key development projects, delaying the expected improvement in EBITDA generation and credit metrics - Measures taken by the Zambian government materially adversely affecting cash-flow generation or the operating environment LIQUIDITY Liquidity is Adequate: At 30 September 2017, FQM had USD476 million of unrestricted cash, USD1,070 million of undrawn credit lines (post refinancing of the term loan), USD363 million available to drawn down under the USD1 billion precious metals streaming agreement with Franco Nevada Corp, and about USD100 million from Korea Panama Mining Corp for its share of development costs for Cobre Panama (post acquisition of additional 10%). Scheduled debt repayments in 2018 total USD137 million. In addition, FQM is negotiating a project finance facility for up to USD2.5 billion for Cobre Panama, which the company expects to finalise towards end-2017 (we have not, however, included this facility in Fitch base rating case). The combination of all these liquidity sources will help address the negative FCF in 2017 and 2018. FLORIDA FOLDER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Florida Folder Service, Inc. aka Brochure Displays aka Digital Press P.O. Box 10270 Daytona Beach, FL 32120 Type of Business: Brochure Displays provides professional brochure distribution at hundreds of motels, hotels and other tourism related businesses in prime markets throughout the southeast, including Florida, Georgia, Tennessee and the Carolinas. Its Florida markets include the major resort destinations of Daytona Beach, St. Augustine, Jacksonville and New Smyrna Beach. Web site: http://brochuredisplays.com Chapter 11 Petition Date: November 6, 2017 Case No.: 17-03869 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Hon. Jerry A. Funk Debtor's Counsel: Jason A Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC 1855 Mayport Road Atlantic Beach, FL 32233 Tel: 904-372-4791 Fax: 904-853-6932 E-mail: jason@jasonaburgess.com Total Assets: $843,347 Total Liabilities: $1,040,000 The petition was signed by Terry McDonough, president. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/flmb17-03869.pdf FRONTERA ENERGY: Fitch Raises IDRs to B+; Outlook Stable -------------------------------------------------------- Fitch Ratings has upgraded Frontera Energy Corporation's Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs) to 'B+' from 'B'. Fitch has also upgraded the company's USD250 million of senior secured notes to 'BB-/RR3' from 'B+/RR3'. The Rating Outlook is Stable. The rating upgrade reflects Frontera's ability to stabilize its operational and financial performance over the last year after completing a significant debt restructuring towards the end of 2016. The debt restructuring materially improved the company's capital structure, which is strong and not a constraint for the rating category. Frontera's ratings also reflect the company's relatively small scale of production, low asset diversification and currently short reserve life, limiting the company's rating to the 'B+' rating level. The ratings also incorporate the company's improved capital structure with negative net leverage and robust liquidity. Frontera's cash flow generation may remain neutral as a result of the slower than expected oil price recovery and its increasing average production costs after the expiration of its main concession, Piriri-Rubiales, in June 2016 and the decrease in production. KEY RATING DRIVERS Production Contraction: Frontera's production prospects are lower than Fitch's projections prior to the debt restructuring and constrain the company's rating to the 'B' category given the inherent operational risks associated with a small-scale oil and gas production profile. Frontera's net production seems to have stabilized at below 75 thousand barrels of oil equivalent per day (boe/d), down from a peak of approximately 150,000 boe/d reported prior to the expiration of its main concession. The decrease in production is the result of both the expiration of the Piriri-Rubiales concession in mid-2016 as well as contraction in investment that resulted from the decline in oil prices and the company's financial distress. During the second quarter of 2017 (2Q17), Frontera's average production decreased by approximately 11% to 72.4 thousand boe/d from 2Q16 production of 81.5 thousand boe/d, excluding Piriri-Rubiales production of 46.5 thousand boe/d. Reserve Concentration: Frontera's production and reserves are concentrated in a few blocks, most of which are in Colombia, and its proved reserve (1P) life is short at 4.3 years, which is considered short and a concern for the company's credit quality. The company's reduced investment capacity due to the low-price environment has forced it to reconsider its investments in international assets, and its concentration in Colombia could increase. The company's most important properties are in Colombia, and the country accounted for approximately 95% of its proved reserves. This limited diversification exposes it to operational as well as economical risks associated with small-scale operations. As of December 2016, it had net 1P and net proved and probable (2P) reserves, of approximately 117 million and 171 million bbls, respectively. Average Production and Replacement Costs: Frontera's competitive position is considered average for the oil and gas industry and the company's production costs are expected to marginally increase from recently reported numbers as a result of the expected decline in production and increased importance of production from frontier fields. During 1H17, Frontera's operating costs increased to approximately USD25.9/boe from approximately USD20.9/boe yoy. Going forward Fitch expects Frontera's operating costs to increase to close to historical levels, primarily as a result of smaller scale of production as well as the loss of the Piriri-Rubiales production, which in the past helped lower the company's average operating costs. Pressured FCF: Fitch expects Frontera's FCF to remain pressured in the near term given the weakened oil and gas prices and the moderate capex requirements to replenish reserves. During the LTM ended June 2017, the company reported negative FCF of USD196 million, mainly as a result of negative changes in working capital that resulted from a decrease in accounts payable during the restructuring process. Per the company's guidelines for 2017 with EBITDA and capex ranging between USD250 million-USD300 million, FCF will likely close the year marginally negative. Fitch expects Frontera to gradually improve FCF generation in line with the recovery in oil and gas price. Improved Capital Structure and Liquidity: The company's capital structure significantly improved post-restructuring as Frontera's creditors agreed to convert approximately USD5.4 billion of financial debt into approximately 56.6% equity interest in the company. The remaining equity interest was acquired by Catalyst group, which owns a 30.8% interest for a USD250 million capital injection, and a group of creditors that obtained 12.6% of the company in exchange for providing USD250 million in debtor-in-possession (DIP) financing. DERIVATION SUMMARY Frontera's credit profile compares well to other small independent oil and gas companies in the region. Frontera (B+/Stable), GeoPark (B/Stable) and CGC's (B/Negative) ratings are constrained to the 'B' category given the inherent operational risks associated with a small-scale and low diversification production profile. Frontera's capital structure and liquidity position after the reorganization are strong compared to peers in the category. As of June 30, 2017, the company's net leverage stood at -0.5x while cash on hand could completely amortize total debt. On the same date, GeoPark's net leverage was 2.2x and cash on hand covered more than six years of debt repayments, while CGC's net leverage stood at 6.3x and cash on hand covered no more than four years of debt repayment. Frontera is rated one notch above GeoPark and CGC given their relatively larger production scale. Frontera's production for 2017 is expected to exceed 70,000 boe/d, GeoPark is expected to report an average of 27,500 boe/d in 2017, and CGC marginally above 20,000 boe/d. Frontera's 1P reserve life of 4.3 is low compared to that of GeoPark. Frontera has a higher proved developed reserve ratio of 45.3% versus GeoPark's approximately 25%, which implies an equally high finding and developing investment requirement for both entities in the near term, potentially pressuring cash flow generation. CGC is rated one notch below Frontera due to its less diversified reserve base, smaller production (expected average 21,000-23,000 boe/d in 2017), weaker credit metrics and consistent negative FCF despite an acceptable reserve life of 6.3 years with a developed/proved reserve ratio of 48% and adequate liquidity. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Fitch price deck for WTI oil prices of $50 for 2017 and 2018, $52.5 for 2019, $55 for the long term; Brent to WTI premium of $2.5 throughout this period; -- Average production of 72 thousand boed until 2020; -- Production costs averaging USD32/barrel; -- Average annual capex of USD350 million. KEY RECOVERY RATING (RR) ASSUMPTIONS The recovery analysis assumes that Frontera would be liquidated in bankruptcy, and Fitch has assumed a 10% administrative claim. Liquidation Approach: The liquidation estimate reflects Fitch's view of the value of inventory and other assets that can be realized in a reorganization and distributed to creditors; The 50% advance rate is typical of inventory liquidations for the oil and gas industry. The USD10 per barrel estimate reflects the typical valuation of recent reorganizations in the oil and gas industry. The waterfall results in a 100% recovery corresponding to an 'RR1' for the senior secured notes (USD250 million). The RR is limited, however, to 'BB-/RR3' due to the soft cap for Colombia. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action Although a positive rating action is not expected in the foreseeable future; one may be considered if the company demonstrates some of the following: -- A sustained conservative capital structure and investment discipline with leverage somewhat in line with current levels of around 1x; -- Increased production size on a sustained basis above 75,000 boe/d; -- Increase in proved reserve size and a material improvement in proved reserve life closer to 10 years with a proved- developed-producing (PDP) reserves-to-1P reserve ratio of 60%-80%; -- Increase in the company's asset diversification. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Deterioration of the company's capital structure that will lead to an increase in gross leverage above 2x; -- Deterioration of liquidity as a result of either more aggressive than expected investments or dividend distribution after current restrictions are lifted; -- A reduction in the reserve replacement ratio; -- A reduction in proved reserve life below 4.0 years. LIQUIDITY Fitch views the company's liquidity position as strong supported by cash on hand and manageable debt amortization profile. As of June 2017, Frontera reported close to USD439 million of cash on hand. The company's post-restructuring debt is composed of USD250 million senior secured notes due 2021 and capital leases of USD23 million. Frontera's liquidity could remain relatively stable provided it achieves break-even cash flow over the next few years. Liquidity could improve if it succeeds in selling some none-core assets, although this is not incorporated into Fitch's assumptions. FULL LIST OF RATING ACTIONS Fitch has taking the following rating actions: -- Long-Term Foreign Currency IDR upgraded to 'B+' from 'B', Outlook Stable; -- Long-Term Local Currency IDR upgraded to 'B+' from 'B', Outlook Stable; -- USD250 million senior secured notes due 2021 upgraded to 'BB-/RR3' from 'B+/RR3'. FRONTIER COMMUNICATIONS: Moody's Lowers CFR to B3 ------------------------------------------------- Moody's Investors Service has downgraded the corporate family rating (CFR) of Frontier Communications Corp. (Frontier) to B3 from B2 based on its continued weak operating trends. Frontier continues to face revenue and EBITDA pressure, although subscriber trends have improved sequentially within its acquired California, Texas and Florida (CTF) markets. Yet, the legacy Frontier business has remained weak over the past five quarters with sharp broadband subscriber losses in each period. Although the business is starting to show signs of stabilization, the trends remain negative. Moody's expects Frontier's EBITDA and cash flow to continue to decline into 2018. Moody's has also downgraded Frontier's probability of default rating (PDR) to B3-PD from B2-PD, its secured rating to B2 from B1 and its unsecured rating to B3 from B2. Frontier's speculative grade liquidity (SGL) remains at SGL-2. The outlook remains negative. Moody's believes that Frontier's declining subscriber base will continue to result in revenue and EBITDA weakness into 2018. Although the company's liquidity remains good, the company faces considerable refinancing risk from future bond maturities that ramp in 2020 and beyond. Moody's views Frontier's dividend policy to be a negative credit factor that increases, albeit modestly, the company's refinance risk. Moody's expects Frontier to build cash in 2018 and 2019 to repay maturities in those years. Additionally, the company has secured debt capacity and revolver capacity which can be used to address its near term maturities prior to 2020. As Moody's has previously signaled, Frontier's narrow equity cushion suggests the company has low leverage tolerance, which in turn pressures its credit rating. Moody's believes that management is taking action to reverse the company's negative trajectory as evidenced in the improvement in the CTF assets, but the timeframe for tangible results is beyond the horizon to maintain the B2 CFR. Downgrades: Issuer: Frontier Communications Corporation -- Probability of Default Rating, Downgraded to B3-PD from B2-PD -- Corporate Family Rating, Downgraded to B3 from B2 -- Senior Secured Bank Credit Facility, Downgraded to B2 (LGD 3) from B1(LGD 3) -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD 4) from B2 (LGD 4) -- Underlying Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD 4) from B2 (LGD 4) Outlook Actions: Issuer: Frontier Communications Corporation -- Outlook, Remains Negative RATINGS RATIONALE Frontier's B3 CFR reflects its large scale of operations, its predictable cash flows and extensive network assets. These factors are offset by Frontier's declining revenues and EBITDA which result from secular decline, competitive pressure and poor execution related to the integration of acquired assets. Additionally, the ratings are constrained by the risk that the company may not have the discipline to continue to adequately invest in network modernization. Moody's believes Frontier will maintain good liquidity over the next twelve months with $286 million of cash on hand at 9/30/2017 and an undrawn $850 million revolver. Moody's expects the company will maintain a modest cushion on its leverage covenant over the next few quarters. Earlier this year, Frontier amended its leverage covenant which now requires a maximum 5.25x net debt to EBITDA (as defined in the credit agreement), stepping town at Q2 2018 to 5.0x, again at Q2 2019 to 4.75x and returning to 4.5x in Q2 2020. A covenant breach could result in a loss of borrowing ability under the revolver, although Moody's does not anticipate Frontier requiring the facility over the next 12 to 18 months. Frontier has $743 million of debt that matures in 2018, $828 million due in 2019 and $1,132 million due in 2020. Moody's expect Frontier to have the capacity to address these maturities with a combination of cash on hand coupled with revolver and secured lending capacity. Also, Frontier issued additional secured debt in the second quarter which improved its liquidity and reduced upcoming maturities. The ratings for the debt instruments reflect both the probability of default of Frontier, on which Moody's maintains a PDR of B3-PD, and individual loss given default assessments. Moody's rates Frontier's secured term loans B2 (LGD3), one notch above the company's B3 CFR due to their enhanced collateral. The secured debt, which consists of $3.6 billion of term loans and the $850 million revolver benefits from a pledge of stock of certain subsidiaries of Frontier which represent approximately half of total EBITDA. Frontier has $850 million of unrated structurally senior debt held at various operating subsidiaries that is senior to the term loan. Moody's rates Frontier's unsecured notes B3 (LGD4) in line with the CFR as this $14 billion of debt represents the preponderance of debt in the capital structure. Moody's could downgrade Frontier's ratings further if the company is unable to transition to approximately stable EBITDA over the next 12 to 18 months, its liquidity deteriorates or its subscriber trends worsen. Moody's could stabilize the outlook if Frontier was on track to achieve stable EBITDA, while maintaining leverage below 6x and good liquidity. Given the company's weak fundamentals ratings upgrade is unlikely at this point. The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Frontier is an Incumbent Local Exchange Carrier (ILEC) headquartered in Norwalk, CT and the fourth largest wireline telecommunications company in the US. In April of 2016, Frontier finalized the acquisition of Verizon's wireline assets in California, Texas and Florida. Pro forma for this transaction, Frontier will approximately double in size and generate over $9 billion in annual revenues. GENESIS TOTAL: PCO 2nd Files Second Report ------------------------------------------ Deborah L. Fish, the appointed patient care ombudsman, submits to the U.S. Bankruptcy Court for the Eastern District of Michigan her first report on the status of the quality of patient care in the Chapter 11 Case of Genesis Total Healthcare, LLC. This report covers the period from Sept. 26, 2017 to Oct. 26, 2017, and is based upon a site visit, a formal meeting with employees, two home visits, and discussions and communications with Judith A. Ekong, President and Director of Nursing, staff, and patients. The Debtor has maintained all of its services and is delivering similar care to the same patient population as it did pre-petition. Since the PCO's report, the Debtor with patient consent was able to schedule two home visits. The administration has confirmed that the Debtor has maintained its relationship with its pre-petition suppliers and there have been no interruptions in service, nor any changes in medical supplies. The Debtor affirmed this under oath at the 341 meeting of creditors. The Debtor has identified alternative suppliers in the event of any disruption of service as a result of the bankruptcy filing. The Debtor has continued the same quality care and service post-petition as it did pre-petition. The PCO reports that she will continue to monitor the Debtor and submit follow-up reports. A full-text copy of the PCO's Second Report entered on Oct. 27, 2017, is available at: http://bankrupt.com/misc/mieb17-32058-55.pdf About Genesis Total Healthcare Genesis Total Healthcare, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 17-32058) on Sept. 8, 2017. The petition was signed by Judith Ekong, president. The Debtor is represented by George E. Jacobs, Esq. of Bankruptcy Law Offices. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $500,000 to $1 million in estimated liabilities. GEORGE GURKIN: Sale of Piperton Property to Shavl for $30K Okayed ----------------------------------------------------------------- Judge Jennie D. Latta of the U.S. Bankruptcy Court for the Western District of Tennessee authorized George Rickey Gurkin's sale of real estate known as Old Fletcher Road, Piperton, Tennessee, consisting of 1.4 acres in Fayette County, Tennessee outside the ordinary course of business to Matthew Shavl for $20,000. A hearing on the Motion was held on June 17, 2016. The sale is free and clear of all liens, which all the liens, if any, to attach to the proceeds of the sale. The remaining proceeds will be applied to satisfy administrative claims (attorney fees and US Trustee Fees) and for the benefit of unsecured priority creditors and general unsecured creditor. Counsel for the Debtor: John E. Dunlap, Esq. LAW OFFICES OF JOHN E DUNLAP 3294 Poplar Avenue Memphis, TN 38111 Telephone: (901) 320-1603 Facsimile: (901) 320-6914 E-mail: Jdunlap00@gmail.com About George Rickey Gurkin George Rickey Gurkin sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 16-24313) on May 6, 2016. The Debtor estimated assets and liabilities in the range of $1,000,001 to $10 million. He tapped John E. Dunlap, Esq., at the Law Offices of John E Dunlop, as counsel. GST AUTOLEATHER: Committee Taps Berkeley as Financial Advisor ------------------------------------------------------------- The official committee of unsecured creditors of GST AutoLeather, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Berkeley Research Group, LLC as its financial advisor. The firm will provide these financial advisory services in connection with the Chapter 11 cases filed by GST AutoLeather and its affiliates: (a) develop a periodic monitoring report to enable the committee to evaluate the Debtors' financial performance; (b) scrutinize cash disbursements and capital requirements on an on-going basis for the period subsequent to the filing of the cases; (c) review relief requested in cash management motion and other use of cash collateral arrangements negotiated; (d) analyze both historical and ongoing related party transactions or material unusual transactions of the Debtors and non-debtor affiliates; (e) advise the committee and counsel in evaluating any court motions, applications or other forms of relief related to vendors, wages and taxes; (f) assist the committee in identifying or analyzing any preference payments, fraudulent conveyances, and other potential causes of action that the Debtors' estates may hold against insiders or third parties; (g) provide support to the committee and counsel regarding potential litigation strategies vis a vis insiders as well as third parties; (h) evaluate any accommodation agreement developed; (i) analyze and evaluate the Chinese supply chain strategy for pre-bankruptcy value decrease, avenues for potential go-forward savings and non-accommodation value enhancement; (j) analyze the Debtors' and non-debtor affiliates' assets (tangible and intangible) and possible recoveries to creditor constituencies under various scenarios and develop strategies to maximize recoveries; (k) monitor the Debtors' claims management process; (l) prepare a working waterfall model that estimates the recovery to creditors from interests in unencumbered value; and (m) attend committee meetings and court hearings as may be required. The firm's standard hourly rates range from $650 to $980 for managing directors, $480 to $705 for directors, $260 to $475 for professional staff, and $120 to $425 for support staff. The professionals expected to provide the services are: Christopher Kearns $980 Peter Chadwick $920 Michelle Tran $495 Kevin Beard $365 Jay Wu $350 Peter Chadwick, managing director of Berkeley, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Peter C. Chadwick Berkeley Research Group, LLC 1800 M Street Northwest, 2nd Floor Washington, DC 20036 Phone: 202-480-2700 Fax: 202-419-1844 About GST AutoLeather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs approximately 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Lazard Middle Market, LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. On October 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee has retained Foley & Lardner LLP as its legal counsel, and Whiteford, Taylor & Preston LLC, as co-counsel. GST AUTOLEATHER: Committee Taps Configure as Investment Banker -------------------------------------------------------------- The official committee of unsecured creditors of GST AutoLeather, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire an investment banker. The committee proposes to employ Configure Partners, LLC to provide these services in connection with the Chapter 11 cases filed by GST AutoLeather and its affiliates: (a) review the Debtors' results of operations, financial condition and business plan; (b) assist the committee in reviewing, analyzing, structuring and negotiating a potential restructuring; (c) assist the committee in reviewing, analyzing, structuring and negotiating a potential "M&A" transaction; (d) analyze the Debtors' business, operations, properties, financial condition, financial projections and prospects in connection with any transaction; (e) in connection with any transaction, advise the committee on the current state of the market; (f) in connection with any transaction, assist the committee in evaluating and analyzing the proposed implementation of any transaction; (g) assist the committee in evaluating and analyzing a transaction, including their potential debt capacity in light of their projected cash flows, capital structure, the value of the securities or debt instruments, if any, that may be issued in any such transaction, and the range of values for the Debtors on a going-concern basis; (h) attend meetings of the committee in connection with any transaction; (i) review any alternatives to a restructuring proposed by the Debtors, its creditors or any other party; (j) meet with the Debtors' management, board and other creditor groups, equity holders and other party to discuss any restructuring; and (k) participate in hearings before the bankruptcy court and provide testimony on matters mutually agreed upon. Configure Partners will be paid a non-refundable monthly fee of $100,000. Promptly upon the consummation of a restructuring, the firm will be paid a non-refundable cash fee equal to $750,000 plus 3% of the aggregate recoveries to unsecured creditors under any Chapter 11 plan confirmed by the court. The firm does not hold or represent any interest adverse to the Debtors' estates, according to court filings. Configure Partners can be reached through: Jay C. Jacquin Configure Partners, LLC 450 Lexington Avenue New York, NY 10017 About GST AutoLeather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs approximately 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Lazard Middle Market, LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. On October 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee has retained Foley & Lardner LLP as its legal counsel, and Whiteford, Taylor & Preston LLC, as co-counsel. HALKER CONSULTING: Court Confirms 2nd Amended Joint Ch. 11 Plan --------------------------------------------------------------- The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the District of Colorado confirmed the Second Amended Joint Chapter 11 Plan of Reorganization of Halker Consulting LLC and Matthew Halker and approved the terms of the Plan in all respects. The U.S. Trustee was the only party in interest to object to confirmation of the Plan. The U.S. Trustee objection has been fully resolved as set forth in the Plan and the Response. Under the Plan, Class 7 consists of all allowed general unsecured claims against Halker Consulting. Each holder of an allowed general unsecured claim against Halker Consulting will receive: (a) such Holder's pro rata share of the greater of (i) $150,000 per quarter, (ii) 50% of Halker Consulting's Net Income for such Quarter, and (iii) Halker Consulting's Available Cash at the end of such quarter, with interest to accrue on the unpaid portion of such allowed general unsecured claim from the Effective Date at a rate of 7% per annum, until its allowed general unsecured claim against Halker Consulting is paid in full, or (b) such other treatment as Halker Consulting or Reorganized Halker Consulting, as applicable, and such Holder will have agreed upon in writing. All Distributions on account of allowed general unsecured claims against Halker Consulting will be made quarterly. Holders of claims in Class 7 are impaired under this Plan. Under the Plan, Class 8 consists of the allowed general unsecured claims against M. Halker that are not on account of or otherwise related in any way to a guaranty or obligation of Halker Consulting. Each holder of such allowed general unsecured claim against M. Halker will receive: (a) cash in an amount equal to the unpaid portion of such allowed general unsecured claim against M. Halker with post-petition interest thereon, or (ii) such other treatment as M. Halker and such holder will have agreed upon in writing. Holders of claims in Class 8 are unimpaired. The distributions under the Plan will be made from the Debtors' and Reorganized Debtors' cash on hand and post-Effective Date revenues. A full-text copy of the Order dated is available at https://is.gd/LUicNA About Halker Consulting LLC Halker Consulting LLC is a nationwide provider of multi-disciplined engineering, design, project management, procurement and field services for oil & gas, and other energy industry sectors. It specializes in oil and gas surface facilities design and engineering. The company was founded in 2006 by Matt Halker. It is based in Centennial, Colorado with field operations in Midland, Texas, Greeley, Colorado, Durango, Colorado, and Dickinson, North Dakota. Halker Consulting sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No. 17-15141) on June 1, 2017. The petition was signed by its manager Matthew Halker who filed a separate Chapter 11 petition (Bankr. D. Col. Case No. 17-15143). At the time of the filing, Halker Consulting disclosed $1.55 million in assets and $3.63 million in liabilities. HARRIET WEISS: Sale of New York Property to Berris for $1.3M Okayed ------------------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York authorized Harriet Mouchly Weiss and Charles Weiss to sell their shares in and the Lease of cooperative apartment, Apartment 9GC, located at 415 East 52nd Street, New York, to Jan Berris for $1,325,044. The sale is free and clear of all Liens, with all such Liens to attach to the net cash proceeds of the Sale. To the extent that the Debtors' sale of the estate's interest in the Lease constitutes an assumption and assignment of the Lease, the Debtors are authorized to assume and assign the Lease to the Purchaser. The Net Proceeds from the Sale will be transferred to 100 Mile at Closing and applied by 100 Mile towards the reduction and partial satisfaction of the 100 Mile Prepetition Claim. For the avoidance of doubt, the reduction and partial payment of the 100 Mile Prepetition Claim in accordance herewith is without waiver of 100 Mile's right and ability to seek payment of the balance of the 100 Mile Prepetition Claim from the Debtors' estates. Any valid and undisputed claim of Sutton House for maintenance, fees, assessments and interests, as against Apartment 9GC only, will be at the Closing. To the extent that there is a dispute regarding the validity of Sutton House's claim or any portion thereof at Closing, the disputed amount will be reserved from the proceeds of the Sale and held in the Seller's escrow account until such time that (i) the dispute is resolved by unanimous agreement of the Debtors, 100 Mile and Sutton House or (ii) the dispute is resolved by order of the Court. To the extent the proceeds of the Sale must be reserved or used at Closing to satisfy a claim of Sutton House with respect to unpaid post-petition maintenance charges, 100 Mile will be granted an allowed superpriority administrative expense claim for such amount as provided for in section 507(b) of the Bankruptcy Code. To the extent the proceeds of the Sale must be used at Closing to pay any Transfer Taxes and/or the Flip Tax, 100 Mile will be granted an allowed administrative expense claim for such amount as provided for in sections 503(b) and 507(a)(2) of the Bankruptcy Code. The Debtors are authorized to use the proceeds of the Sale to satisfy Liens on Apartment 9GC in the order of their priority and as provided in the Order. Apartment 9GC will be conveyed by the Debtors as Chapter 11 debtors in possession to, and accepted by the Purchaser " as is, where is," without faults, without any express or implied warranty or representation of any kind, except as expressly provided in the Purchase Agreement and the Order. Harriet Mouchly Weiss and Charles Weiss sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-10562) on March 9, 2017. The Debtor tapped Gabriel Del Virginia, Esq., at Law Offices of Gabriel Del Virginia. HUNTSMAN CORP: Moody's Hikes CFR to Ba1; Outlook Stable ------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating ("CFR") of Huntsman Corporation and Huntsman International LLC to Ba1 from Ba3, due to the significant debt reduction in the third quarter of 2017 with proceeds from the IPO of Venator Materials PLC (B1 Positive). Moody's also upgraded Huntsman's Speculative Grade Liquidity Rating to SGL-1 from SGL-2. The upgrade also reflects expectations for further debt reduction, which will lower net leverage to below 2.0x (3.0x on a Moody's adjusted basis), from additional proceeds from the sale of Venator shares or free cash flow. The outlook for Huntsman is stable. This concludes the review initiated on 22 May 2017 after the announcement of the merger with Clariant. The Huntsman-Clariant merger was terminated on October 27, 2017 as both companies did not believe they could obtain the required votes for the transaction from Clariant's shareholders due to activist shareholders. "With Huntsman's debt reduction in the third and fourth quarters, it is well on its way to reducing its reported net leverage to below 2.0x," stated John Rogers, Senior Vice President at Moody's and lead analyst for Huntsman. The following rating actions were taken: Upgrades: Issuer: Huntsman Corporation -- Corporate Family Rating, Upgraded to Ba1 from Ba3 -- Probability of Default Rating, Upgraded to Ba1-PD from Ba3-PD Issuer: Huntsman International LLC -- Corporate Family Rating, Upgraded to Ba1 from Ba3 -- Probability of Default Rating, Upgraded to Ba1-PD from Ba3-PD -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 -- Senior Secured Bank Credit Facility, Upgraded to Baa3 (LGD 2) from Ba2 (LGD 2) -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 (LGD 4) from B1 (LGD 5) Outlook Actions: Issuer: Huntsman Corporation -- Outlook, Changed To Stable From Rating Under Review Issuer: Huntsman International LLC -- Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The two notch upgrade of Huntsman's ratings reflects the aggressive de-levering that has taken place over the last few months with the proceeds from the Venator Materials PLC IPO and balance sheet cash. In the third quarter, Huntsman reduced its debt by $1.3 billion to $2.9 billion; and they repaid another $100 million in October 2017. With Venator's stock trading at roughly $25/share, Huntsman's remaining equity stake of 75.45% in Venator is valued at approximately $2 billion (or $1.6 billion after taxes and fees) providing the company with the opportunity to further reduce debt and provide significant shareholder remuneration in 2018. Huntsman still owns roughly 80 million shares of Venator and has stated it will further reduce debt with proceeds from the sale of the remaining shares. Huntsman has expressed interest in obtaining an investment grade rating and is targeting net leverage of 2.0x or less. This equates to roughly 3.0x net leverage on a Moody's adjusted basis and would result in gross leverage of over 3.0x on a Moody's adjusted basis. When looking at potential crossover names, Moody's usually focuses on gross leverage until the company has established a sustained track record as an investment grade company. With net leverage of 2.0x, Huntsman's gross leverage would be above 3.0x and not consistent with investment grade metrics. The upgrade to an SGL-1 Speculative Grade Liquidity Rating reflects improved liquidity at Huntsman with expectations for an elevated cash balance (as of September 30, 2017 it had over $450 million of cash on its balance sheet), the ability to generate $300-400 million in free cash flow on a consistent basis and access to upwards of $800 in committed facilities. While the SGL analysis does not include additional proceeds from Venator stock sales, Moody's believes they are likely to cause cash balances to be much higher than current levels in 2018. The stable outlook reflects expectations that adjusted gross leverage could remain at or above 3.0x, if the company adheres to a 2.0x net leverage target. Additionally, Huntsman's capital structure has a significant amount of secured debt. Huntsman's rating could be upgraded if Moody's pro forma adjusted gross leverage declines below 2.5x and Retained Cash Flow/Debt rises above 25%, and the company moves to an unsecured capital structure, including its revolver but excluding de minimus amounts of international secured debt. A downgrade is unlikely at this time due to the expectations for further debt reduction and an elevated cash balance. However, if Moody's adjusted leverage remains above 3.0x and Retained Cash Flow/Debt rises falls below 20% for a sustained period or it pursues a large debt financed acquisition, Huntsman's rating would be lowered. Huntsman's pro forma gross leverage on a Moody's adjusted basis at September 30, 2017 was estimated at 3.2x and Retained Cash Flow/Debt was 21%, excluding the EBITDA and debt from Venator. Moody's adjustments add roughly $1.4 billion in additional debt and $100 million in EBITDA due to pensions ($1.0 million in debt) and capital lease obligations ($414 million in debt). Excluding Venator, the adjustments are estimated at $1.15 billion to debt and $90 million to EBITDA. Huntsman Corporation (Huntsman) is a global manufacturer of differentiated and commodity chemical products. Huntsman's products are used in a wide range of applications, including adhesives, aerospace composites, automotive & construction products, durable and non-durable consumer products, electronics, medical, packaging, paints and coatings, refining and synthetic fibers. Huntsman has pro forma revenues of roughly $8 billion excluding Venator. Huntsman International LLC (HI) is the primary issuer of debt. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. IHEARTCOMMUNICATIONS INC: CCOH Demands Repayment of $25M Note ------------------------------------------------------------- On Oct. 31, 2017, Clear Channel Outdoor Holdings, Inc., an indirect, non-wholly owned subsidiary of iHeartCommunications, Inc., (i) demanded repayment of $25.0 million outstanding under the Revolving Promissory Note, dated as of Nov. 10, 2005, between iHC, as maker, and CCOH, as payee (as amended by the first amendment dated as of Dec. 23, 2009 and the second amendment dated as of Oct. 23, 2013) and (ii) paid a special cash dividend to Class A and B stockholders of record at the closing of business on Oct. 26, 2017, in an aggregate amount equal to $25.0 million, or $0.0687 per share, using proceeds of the Demand. As the indirect parent of CCOH, iHeartCommunications received approximately 89.5%, or approximately $22.4 million, of the dividend proceeds through its wholly-owned subsidiaries. Following satisfaction of the Demand, the balance outstanding under the Note was reduced by $25.0 million. 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. IMPERIAL CAPITAL: Plan Confirmation Hearing Set for Nov. 21 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York is set to hold a hearing on Nov. 21 to consider approval of the Chapter 11 plan of reorganization proposed by Imperial Capital LLC's Chapter 11 trustee. The court will also consider at the hearing approval of the disclosure statement, which explains the proposed plan. Under the restructuring plan, each Class 2 general unsecured creditor will receive funds in an amount equal to the amount of its allowed claim on or within 15 days after the effective date of the plan. Salvatore LaMonica, the bankruptcy trustee, believes that there are seven creditors holding general unsecured claims totaling $82,305.65. The plan will be funded with available cash, including the funds currently held in the trustee's estate account, according to the disclosure statement. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/nysb14-10236-299.pdf About Imperial Capital LLC Imperial Capital LLC is a real estate holding company that acquired properties in Florida and New York. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 14-10236) on January 31, 2014. Mel Cooper, member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Shelley C. Chapman presides over the case. William H. Salgado, Esq., served as the Debtor's bankruptcy counsel. Salvatore LaMonica was appointed Chapter 11 trustee for the Debtor. The trustee hired LaMonica Herbst & Maniscalco, LLP. INDRA HOLDINGS: S&P Alters Outlook to Negative & Affirms CCC+ CCR ----------------------------------------------------------------- S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Cincinnati-based Indra Holdings Corp. and revised the outlook to negative from stable. S&P said, "At the same time, we affirmed our 'CCC+' issue-level rating on the company's $245 million first-lien term loan due 2021. The '4' recovery rating on this facility is unchanged, which indicates our expectation for average (30%-50%; rounded estimate: 35%) recovery in the event of a payment default." The company has approximately $320 million of debt outstanding at July 31, 2017. S&P said, "The outlook revision reflects our belief that Indra's turnaround efforts are taking longer and costing more than our previous expectations due to the secular challenges in the department store channel, and the increasingly competitive retail environment. We had previously expected the company to be able to generate positive free operating cash flow (FOCF) despite a declining top line; however, the company implemented another round of restructuring initiatives to grow topline and improve margins that will drive 2018 FOCF to negative. The company is funding these efforts with a recently received $20 million cash infusion from its private equity owners Freeman Spogli and Investcorp in the form of common equity. "The negative outlook reflects our view that the retail environment continues to be challenging and Indra's strategic initiatives to improve operating margin and stem revenue decline may not be successful in the next 12 months, such that the company's revenue and cash flow would continue to deteriorate. "We could lower our ratings if the company's turnaround efforts are not successful and performance deteriorates to an extent that their liquidity becomes constrained. This could happen if the covenant event is triggered under its ABL revolver. We believe such event could occur if the company cannot grow the e-commerce and mass/club channel with key customers while maintain pricing, or if the retail channel declines faster than our expectations, or if the U.S. dollar strengthens significantly in the near future. "We could also lower our ratings if we feel a distressed exchange for the company's term loan is more likely over the next 12 month. "We could take a positive rating action if the company's initiatives in expanding into the e-commerce and other key partner channels materializes and the company is able stem the decline in revenue. We would also expect the company to generate positive free operating cash flow after the restructuring efforts are complete; we estimate EBITDA would need to improve by 30% from current levels for this to happen. We would also need to believe a distressed exchange for the company's debt is highly unlikely before we could consider a positive rating action." IPAYMENT INC: Moody's Revises Outlook to Pos. & Affirms B3 CFR -------------------------------------------------------------- Moody's Investors Service affirmed iPayment, Inc.'s (iPayment) B3 Corporate Family Rating (CFR) and changed the rating outlook to positive from stable. Moody's also assigned a B1 rating to iPayment's new $349 million senior secured term loan, and affirmed the B1 rating for the senior secured revolving credit facility and the Caa2 rating for the senior 2nd lien notes, which are being upsized by $10 million. iPayment will use the proceeds from new debt issuances to refinance the $329 million of outstanding senior secured term loan and fund the acquisition of a target Independent Sales Organization. Moody's will withdraw the ratings for iPayment's existing senior secured term loan and the stub portion of the senior unsecured notes due 2019 upon the closing of the refinancing and the repayment of such debt. iPayment expects to benefit from lower pricing for its senior secured term loans. RATINGS RATIONALE The positive outlook reflects the sustainable improvement in iPayment's operating performance and Moody's expectations for stable free cash flow generation of about 6% to 8% of total adjusted debt (before residual expenses) over the next 12 to 18 months. iPayment's reported volume attrition has moderated significantly and positions the company well for growth in profits. iPayment's net revenues have grown year-over-year over the last 12 quarters (through 2Q 2017), mainly from an increase in payment processing volumes. The improved operating performance coupled with the lower interest expenses resulting from the debt restructuring in April 2017 will support good cash generation. This will provide iPayment adequate flexibility to execute its growth strategy by expanding third-party distribution partnerships and increasing spending on acquisitions of merchant portfolios and residual buyouts. Moody's expects EBITDA growth, excluding contribution from acquisitions, of about 3% to 4% over the next 12 to 18 months driven by the addition of merchants and growth in payment processing volumes. The B3 CFR reflects iPayment's high leverage that Moody's expects to remain in the 5x to mid 5x range, its small operating scale and the intensely competitive merchant acquiring and payment processing industry. The ratings are constrained by the limited track record of financial policies under its current shareholders and Moody's expectations for shareholder-friendly financial policies. iPayment's credit profile is supported by its recurring, transactions-based revenues generated from a diverse customer base and good net revenue growth. Rising consumer spending in the US and the shift to electronic forms of payments should mitigate iPayment's challenges from intense competition. Moody's views iPayment's liquidity as adequate given its cash balances, stable cash flow generation and the $20 million of revolving credit facility, which is expected to be largely undrawn. The stable outlook reflects Moody's expectation for net revenue growth in the mid to high single digits, free cash flow of about 6% to 8% of total debt (before residual expenses) and adequate liquidity over the next 12 to 18 months. Moody's could upgrade iPayment's ratings if the company establishes a track record of balanced financial policies while maintaining EBITDA and free cash flow growth in the mid-single digit rates. The rating could be upgraded if iPayment generates free cash flow (before residual purchases) in the high single digit percentages of total debt on a sustained basis. Conversely, the ratings could be downgraded if iPayment's liquidity deteriorates, free cash flow is expected to remain at or below the low single digit percentages of total debt and total debt to EBITDA (Moody's adjusted) exceeds 6.5x. The following ratings were affirmed: Issuer: iPayment, Inc. -- Corporate Family Rating -- B3 -- Probability of Default Rating -- B3-PD -- $20 million Senior 1st lien revolving credit facility due 2022 -- B1 (LGD 3) -- Senior 2nd lien notes due 2024 (upsized to $185 million) -- Caa2 (LGD 5) Moody's assigned the following rating: Issuer - iPayment, Inc. -- New $349 million Senior 1st lien term loan due 2023 -- B1 (LGD 3) The following ratings will be withdrawn: -- Existing $329 million (outstanding) 1st lien term loan due 2023 -- B1 (LGD 3) -- Outstanding amounts of senior unsecured notes due 2019 -- Caa2 (LGD 6) Outlooks: iPayment, Inc. -- Outlook -- Changed to Positive, from Stable iPayment, Inc. is a merchant acquirer that provides credit and debit card-based payment processing services primarily to small business merchants in the United States. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. J&S AUTO: May Use Cash Collateral Through Nov. 8 ------------------------------------------------ The Hon. Melvin S. Hoffman the U.S. Bankruptcy Court for the District of Massachusetts has entered an interim order authorizing J&S Auto Inc. to use cash collateral of secured creditors including App Group International, LLC, and Swift Capital, LLC, through and including Nov. 8, 2017. A hearing to consider the Debtor's cash collateral use will be held on Nov. 8, 2017, at 10:15 a.m. The Debtor may use cash collateral for these items set forth in the 10-day budget attached to the motion: (i) $30,000 for post-petition Drivers for a 2 week period; (ii) $6,000 for vehicle and liability insurance; and (iii) $2,216.59 for prepetition commission owed to the drivers. In consideration of, and as adequate protection for any diminution in the value of the Secured Creditors' cash and non-cash collateral, and to secure the claims of the Secured Creditors, the Secured Creditors are granted a replacement lien, pursuant to 361(2) and Section 552 of the U.S. Bankruptcy Code, in all accounts, inventory, machinery, equipment, general intangibles, intellectual property, goods, and leasehold interests, as well as all products and proceeds thereof, generated or acquired post-petition; to the same extent as existed prior to the Chapter 11 filing; provided, however, that the liens granted will not attach to any avoidance actions pursuant to Chapter 5 of the Bankruptcy Code or the proceeds thereof. A copy of the court order is available at: http://bankrupt.com/misc/mab17-13911-25.pdf About J&S Auto Inc. Based in Revere, Massachusetts, J&S Auto Inc. filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-13911) on Oct. 20, 2017, listing under $1 million in both assets and liabilities. The Debtor is represented by George J. Nader, Esq., at Riley & Dever, P.C., as counsel. JOHN JOHNSON III: Trustee Selling 2011 Ferrari California for $91K ------------------------------------------------------------------ Myron N. Terlecky, Trustee of the Johnson Creditor Trust, asks the U.S. Bankruptcy Court for the Southern District of Ohio to authorize the sale of 2011 Ferrari California, VIN ZFF65LHA5B0180185, to Robb Mitchell for $91,000. One of the assets of the Creditor Trust is the Vehicle. The Vehicle was turned over by the Debtor to the Toy Barn, a used car dealership that sells performance, exotic and luxury vehicles, located in Dublin, Ohio. The Creditor Trustee was in negotiations with the Toy Barn for them to purchase the Vehicle. However, the Toy Barn recently declined to purchase the Vehicle and demanded that it is immediately removed from its premises. Because of the urgency of the situation and given the nature of the Vehicle, the Creditor Trustee utilized contacted Mr. Mitchell, an insurance agent who has insured vehicles in this matter and in other cases in which the Creditor Trustee has been involved. Mr. Mitchell towed the Vehicle to a storage facility on his property. Upon inspection, the Vehicle has a number of issues that impacts its value: it does not have any driver's manuals; the driver's side front tire leaks; it only has one key; the leather interior has a missing ashtray; a cover plate is missing; there is a tear in the leather interior. Mr. Mitchell has made an offer to purchase the Vehicle for the sum of $91,000. The basis for the purchase price is the Manheim Market Report and its condition. The Vehicle was the subject of a Sale Motion filed on April 26, 2016. The Vehicle was subject to an alleged lien in favor of RFF Family Partnership, LP in the amount of $1,700,402. The claim of RFF subject to an Objection by Debtor asserted an Adversary Proceeding No. 15-2117. In the Sale Motion, the Debtor set forth the alternatives it considered in selling the Vehicle and the difficulties in selling the Vehicle such as the exotic nature of the Vehicle. On Sept. 1, 2016, an Agreed Order was entered authorizing the sale of the Vehicle for the sum of $125,000 subject to certain conditions to Henry's Auto Sales. The sale did not close. The Vehicle is not the type of vehicle that would lend itself to a typical auction sale. Further, given the condition of the Vehicle, it is decreasing in value. For that reason, the Creditor Trustee asks authorization to sell the Vehicle to Mr. Mitchell free and clear of any and all liens, claims and encumbrances with the sale proceeds to be held in escrow pending further Order of the Court, and a resolution of the alleged lien of RFF in an adversary proceeding pending before the Court. Given the delay from the time of filing of the Agreed Sale Order, the Creditor Trustee believes the Vehicle has decreased in value. It is reasonable and prudent to sell the Vehicle, considering the estate will not pay any commission or auction fees in connection with the sale. Further, the proposed sale provides certainty and takes into account the condition of the Vehicle. All Sale Proceeds should be escrowed for the benefit of the Creditor Trust and transferred to a segregated account for the Creditor Trust, in the name of Strip, Hoppers, Leithart, McGrath & Terlecky Co., LPA, in its Client/IOLTA Trust Account. Any and all Claims will be transferred from the Vehicle to the Sale Proceeds, to the extent, with the same validity and priority that such Claims had prior to closing on the Sale, pending a final determination as to the allowance of such claims. The proceeds in escrow will not be disbursed until authorized and approved by an Order entered in the Court. The Purchaser: Robb Mitchell MITCHELL INSURANCE AGENCY 7450 Industrial Parkway Plain City, OH 43064 RFF can be reached at: RFF FAMILY PARTNERSHIP, LP c/o Jeffrey M. Levinson, Esq. 3 Hemisphere Way Cleveland OH 44146-4216 About John Johnson, III John Joseph Louis Johnson, III, also known as Jack Johnson, a Columbus Blue Jackets hockey player, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 14-57104) on Oct. 7, 2014. The case is assigned to Judge John E. Hoffman, Jr. On Nov. 23, 2016, the Court confirmed the Debtor's Third Amended Plan of Reorganization dated as of Aug. 29, 2016. Pursuant to the terms of the Confirmation Order, the Johnson Creditor Trust was established and Myron N. Terlecky was appointed the Creditor Trustee. KEENEY TRUCK: Asks Court to Approve Disclosure Statement -------------------------------------------------------- Keeney Truck Lines, Inc. asked the U.S. Bankruptcy Court for the Central District of California to approve the outline of its proposed Chapter 11 plan of reorganization. In its motion, the company also asked the court to set a November 30 hearing to consider confirmation of its proposed restructuring plan. Under U.S. bankruptcy law, the proponent of a Chapter 11 plan must get court approval of its disclosure statement to begin soliciting acceptances from creditors. The document must contain adequate information to enable creditors to make an informed decision about the plan. Keeney's restructuring plan proposes to pay general unsecured claims in full on or about the effective date of the plan. There are 58 general unsecured creditors whose claims total $353,207.08, according to court filings. About Keeney Truck Lines Keeney Truck Lines, Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 16-12509) on Sept. 9, 2016. The petition was signed by Dan Hubbard, president/CEO. The Hon. Sandra R. Klein presides over the case. The Law Office of William Fennell, APLC, is serving as counsel to the Debtor. The Debtor disclosed total assets of $3.30 million and total liabilities of $1.68 million as of the bankruptcy filing. KODY BRANCH: Case Summary & 6 Unsecured Creditors ------------------------------------------------- Debtor: Kody Branch of California, Inc. 3429 Frazier Street Baldwin Park, CA 91706 Type of Business: Kody Branch of California, Inc. is a California business entity incorporated in October 2007. Tony Trinh acts as the agent for the company. Chapter 11 Petition Date: November 6, 2017 Case No.: 17-23722 Court: United states Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Robert N. Kwan Debtor's Counsel: David B Golubchik, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 E-mail: dbg@lnbyb.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tony Trinh, president. A full-text copy of the petition, along with a list of six unsecured creditors, is available for free at http://bankrupt.com/misc/cacb17-23722.pdf KONA GOLD: Exclusive Plan Filing Period Extended to Nov. 30 ----------------------------------------------------------- The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada has extended, at the behest of Kona Gold, LLC, the exclusive time periods for the Debtor to file a plan of reorganization and obtain confirmation of that plan until Nov. 30, 2017. As reported by the Troubled Company Reporter on Sept. 5, 2017, the Debtor asked the Court for the extension, telling the Court that the Debtor needs further time to prepare information to be included in an adequate plan of reorganization. The Debtor said it continues to secure funding for its mining operation. The Debtor should turn over to the Official Committee of Unsecured Creditors any information it has in its possession concerning (a) MH Equipment, a revoked Nevada Corporation, (b) the distribution or use of the proceeds of the $2 million loan it received from Jin De Land in 2013, and (c) Kona Gold Corporation, a Nevada Corporation. A copy of the court order is available at: http://bankrupt.com/misc/nvb17-50562-89.pdf About Kona Gold, LLC Kona Gold, LLC, owns a property located at 115 & 139 State Route 341 Mound House, Nevada. Kona Gold sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-50562) on May 4, 2017. Steve Davis, manager, signed the petition. At the time of the filing, the Debtor estimated less than $1 million in assets and $1 million to $10 million in liabilities. Judge Bruce T. Beesley presides over the case. On June 30, 2017, the U.S. Trustee for Region 17 appointed an official committee of unsecured creditors. The Committee hired White Law Chartered, as counsel. L&R DEVELOPMENT: Court Junks NRR, et al.'s Bid to Dismiss Lawsuit ----------------------------------------------------------------- Judge Brian K. Tester of the U.S. Bankruptcy Court for the District of Puerto Rico denied the motion to dismiss filed by Co-Defendants' NRR Enterprises, LLC, Hector Noel Roman Ramos, Myrna Enid Perez Vega, and their legal conjugal partnership in the adversary proceeding captioned L&R DEVELOPMENT & INVESTMENT CORP, Plaintiff, v. CEMEX DE PUERTO RICO; ET AL Defendant(s), Adversary No. 17-00100 (Bankr. D.P.R.). In the case at hand, the Co-Defendants' motion to dismiss argues the dismissal standard of Rule 12(b)(6), made applicable to bankruptcy proceedings by Fed. R .Bankr. P. 7012, by stating that the complaint falls short of the standards for stating a claim and that turnover pursuant to 11 U.S.C. section 542 is inapplicable. Moreover, the Co-Defendants assert that the monies sought by Plaintiff are not property of the estate and/or that no fraudulent transfer ever took place. Co-Defendants buttress their arguments by providing a recital of facts and cites to the pertinent sections of the Bankruptcy Code and case law. In short, a full-throttle defense of Plaintiff's allegations. The Co-Defendants' arguments however are misplaced at this stage of the proceedings. In resolving a motion to dismiss the court must determine whether the factual content allows a reasonable inference that the defendant is liable for the alleged misconduct. The complaint must contain sufficient factual matter to state a plausible claim. The purpose of a motion to dismiss under Fed.R.Civ.P. 12(b)(6) is to assess the legal feasibility of a complaint, not to weigh the evidence which the plaintiff offers or intends to offer. The Court concludes that the Plaintiff in this case has met this burden. "The prima facie standard is an evidentiary standard, not a pleading standard, and there is no need to set forth a detailed evidentiary proffer in a complaint." The bankruptcy case is in re: L&R DEVELOPMENT & INVESTMENT CORP, Chapter 11, Debtor(s), Case No. 16-08792 BKT (Bankr. D.P.R.). A copy of Judge Tester's Opinion and Order dated Oct. 27, 2017, is available at https://is.gd/VZXjLN from Leagle.com. L&R DEVELOPMENT & INVESTMENT CORP, Plaintiff, represented by CARMEN D. CONDE TORRES -- condecarmen@condelaw.com CEMEX DE PUERTO RICO, Defendant, represented by ANTHONY L. BINI DEL VALLE, CENTRO INTERNACIONAL DE MERCADEO. HECTOR NOEL ROMAN RAMOS, Defendant, represented by UBALDO M. FERNANDEZ BARRERA -- ubaldo.fernandez@oneillborges.com -- O'NEILL & BORGES & GABRIEL L. OLIVERA DUBON -- gabriel.olivera@oneillborges.com -- O'NEILL & BORGES LLC. About L&R Development L&R Development & Investment Corp. is a real estate development and investment corporation that was created on May 31, 2002, by two main partners, Hector Noel Roman and Jose Joaquin Lopez. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 16-08792) on Nov. 1, 2016. The petition was signed by Joaquin Lopez, president. At the time of the filing, the Debtor disclosed $3.05 million in assets and $5.56 million in liabilities. The case is assigned to Judge Brian K. Tester. Carmen Conde Torres, Esq., of C. Conde & Assoc. represents the Debtor. Inmuebles Bienes Raices, LLC, has been tapped as realtor to the Debtor. On March 15, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. L&R DEVELOPMENT: Roman, et al.’s Bid to Dismiss Suit Denied ------------------------------------------------------------- Judge Brian K. Tester of the U.S. Bankruptcy Court for the District of Puerto Rico denied Defendants Hector Noel Roman, Myrna Enid Perez Vega, and their Legal Conjugal Partnership's motion to dismiss complaint under Bankr. Rule 7012(B) in the adversary proceeding captioned L&R DEVELOPMENT & INVESTMENT CORP, Plaintiff, v. HECTOR NOEL ROMAN RAMOS; MYRNA ENID PEREZ VEGA; THE LEGAL CONJUGAL PARTNERSHIP, Defendant(s), Adversary No. 17-00098 (Bankr. D.P.R.). The Defendants must file an answer to the complaint within 21 days. The bankruptcy case is in re: L&R DEVELOPMENT & INVESTMENT CORP., Chapter 11, Debtor(s), Case No. 16-08792 BKT (Bankr. D.P.R.). A copy of Judge Tester's Order dated Oct. 27, 2017, is available at https://is.gd/dyHYQo from Leagle.com. L&R DEVELOPMENT & INVESTMENT CORP, Plaintiff, represented by CARMEN D. CONDE TORRES -- condecarmen@condelaw.com -- LUISA S. VALLE CASTRO -- ls.valle@condelaw.com -- C CONDE & ASSOCIATES. HECTOR NOEL ROMAN RAMOS, Defendant, represented by UBALDO M. FERNANDEZ BARRERA -- ubaldo.fernandez@oneillborges.com -- O'NEILL & BORGES & GABRIEL L. OLIVERA DUBON -- gabriel.olivera@oneillborges.com -- O'NEILL & BORGES LLC. About L&R Development L&R Development & Investment Corp. is a real estate development and investment corporation that was created on May 31, 2002, by two main partners, Hector Noel Roman and Jose Joaquin Lopez. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 16-08792) on Nov. 1, 2016. The petition was signed by Joaquin Lopez, president. At the time of the filing, the Debtor disclosed $3.05 million in assets and $5.56 million in liabilities. The case is assigned to Judge Brian K. Tester. Carmen Conde Torres, Esq., of C. Conde & Assoc. represents the Debtor. Inmuebles Bienes Raices, LLC, has been tapped as realtor to the Debtor. On March 15, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. LISA BEENE: Sale of Olive Branch Property to Yu for $1M Withdrawn ----------------------------------------------------------------- Judge Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi withdrew Lisa K. Beene's proposed sale of a tract of real property being 4562 Spring Place Cove, Olive Branch, Mississippi, more particularly described as Lot 18, Spring Place Subdivision, Section 11, Township 2 South, Range 7 West, Desoto County, Mississippi, to Michael Yu for $1,000,000. The Debtor withdrew her proposed sale of the Property after the Buyer backed out of the purchase agreement. Lisa K. Beene sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 17-12386) on June 28, 2017. The Debtor tapped Robert Gambrell, Esq., at Gambrell & Associates, PLLC, as counsel. MARKS FAMILY: Sale of All Trucks, Trailers & Cranes Approved ------------------------------------------------------------ Judge Susan V. Kelley of the U.S. Bankruptcy Court for the Eastern District of Wisconsin authorized Marks Family Trucking, LLC's sale of substantially all trucks, trailers, and a gantry crane at an auction, with the closing to take place at a date and time to be determined by the Auction Specialists. The sale will be free and clear of all liens and encumbrances. All liens and encumbrances will attach to the net proceeds of sale. The proceeds of the sale will be first distributed to cover all normal costs of sale and the Auctioneer's costs. The commission of Auction Specialists is approved in the amount of 10%, and will be paid, along with the costs, immediately from the proceeds of sale at closing. The net proceeds of the sale from each item, after normal costs of sale and Auctioneer's fees, will be paid to the lienholders on any item or a combination of the items sold at closing. If a creditor has requested that a reserve price be set for collateral to which its security interest attaches, the Auctioneer will set a reserve price accordingly. If the total reserve for any creditor is not met, the Auctioneer will not sell that collateral. If the highest bid on a secured creditor's pool of collateral is insufficient to pay such creditor's claim in full and the secured creditor does not consent to a sale for that amount, the Auctioneer may not sell that pool of collateral. A copy of the list of trucks, trailers and cranes to be sold attached to the Order is available for free at: http://bankrupt.com/misc/Marks_Family_39_Order.pdf About Marks Family Trucking Marks Family Trucking, LLC, is engaged in contract truck hauling. The Company owns a fee simple interest in a property located at 5230 E. Burnett Street, Beaver Dam, Wisconsin -- office, garage and yard -- from which it operated. It paid $350,000 for the property five years ago and the current value is thought to be at least this much. Marks Family Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 17-26876) on July 13, 2017. Rebecca L. Marks, manager, signed the petition. The Debtor hired Steinhilber Swanson LLP as counsel. The Debtor disclosed $1.65 million in assets and $969,984 in liabilities as of the bankruptcy filing. Judge Susan V. Kelley presides over the case. On Aug. 11, 2017, the Court appointed Auction Specialists as auctioneer. MICHAEL BAKER: Moody's Reinstates B3 CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service has reinstated Michael Baker International, LLC's ("MBI") Corporate Family Rating (CFR) at B3, while also assigning B1 senior secured first lien term loan, and Caa1 senior secured second lien note ratings. The rating outlook is stable. Proceeds of the new debts along with a $50 million sponsor loan will recapitalize the existing debts of MBI and MBI's parent, Michael Baker Holdings LLC ("MBH"). The existing ratings of MBH are unaffected and will be withdrawn at transaction close. RATINGS RATIONALE MBI's B3 CFR reflects high financial leverage, a historically weak free cash flow generation and an adequate liquidity profile expected from the transaction. Pro forma for the transaction Moody's estimates initial debt/EBITDA of just below 7x, including the MBH sponsor loan, suitable for the rating. The transaction will give MBI significant liquidity visibility from a $110 million, 4.5 year asset-based revolving credit line. Only $2.5 million of loan amortization will be scheduled near term. The company's free cash flow generation has historically been very low, due to receivables growth under the company's Balad, Iraq airfield project with the US Air Force. However, the upcoming liquidity cushion provides maneuvering room for management to pursue new business and achieve an earnings-to-cash flow conversion rate on par with service contractor peers. The B3 CFR of MBI also reflects broad qualifications for engineering, construction, and mission support services, in developing regions and within the U.S. (federal, state and local). These attributes qualify MBI for large contract opportunities. The Worldwide Protective Services II contract award from the US Department of State in 2016, (a multi-award, Indefinite Delivery / Indefinite Quantity (IDIQ) vehicle under which the company must win task orders to derive revenue) was reflective of MBI's service capability breadth. The prospects of MBI securing an extension to its Balad project contract, which expires in 2018, seem good. The company's $1.7 billion in backlog and expected Balad extension support the likelihood of near-term steady revenues. The stable rating outlook incorporates continuing progress toward definitizing the Balad base operations contract. Achievement of definitization should result in +$100 million of free cash flow during 2018. The recent divestiture of SC3 narrowed MBI's business scope, a favorable change as it should enhance management's ability to streamline operations and achieve targeted cost reductions. Upward rating momentum would depend on minimally steady backlog and with sustained free cash flow to debt approaching 10%, debt/EBITDA approaching mid 5x and adequate liquidity. Downward rating pressure would mount with negative contract developments, a continuation of soft free cash flow or a weak liquidity profile. Assignments: Issuer: Michael Baker International, LLC -- Senior Secured Bank Credit Facility, Assigned B1 (LGD 2) -- Senior Secured Regular Bond/Debenture, Assigned Caa1 (LGD 5) Reinstatements: Issuer: Michael Baker International, LLC -- Probability of Default Rating, Reinstated to B3-PD -- Corporate Family Rating, Reinstated to B3 Outlook Actions: Issuer: Michael Baker International, LLC -- Outlook, Remains Stable Michael Baker International, LLC, is a global leader in engineering, planning, consulting and professional services, offering a full continuum of engineering, consulting, base operations, security management, and logistics solutions. Revenues of parent, Michael Baker Holdings LLC, for the last twelve months ended October 1, 2017, pro forma for the SC3 divestiture, were $977 million. The company is majority-owned by DC Capital Partners, LLC. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. MICHAEL BAKER: S&P Raises Corp. Credit Rating to B, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings raised its corporate credit rating on Pittsburgh-based Michael Baker International LLC to 'B' from 'B-'. The outlook is stable. S&P said, "At the same time, we assigned our 'B+' issue-level and '2' recovery ratings to the company's proposed $250 million senior secured term loan B due in 2022. The '2' recovery rating indicates our expectation for substantial recovery (70%-90%; rounded estimate: 80%) in the event of a payment default. "Additionally, we assigned our 'CCC+' issue-level and '6' recovery ratings to the company's $250 million senior secured second-lien notes due in 2023. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "Michael Baker International plans to use the proceeds from the proposed term loan and notes, modest borrowings under its new $110 million asset-backed lending (ABL) revolver, $50 million of financial sponsor preferred equity, cash from its balance sheet, and proceeds from its sale of SC3 (after taxes and related fees) to refinance its capital structure and issue a $117 million distribution to SC3 shareholders (DC Capital and SC3 management). Proceeds allocated to DC Capital have been invested back into the business through the issuance of preferred equity and notes. Debt outstanding includes $350 million of 8.25% senior secured notes due in 2018, approximately $165 million of 8.875% payment-in-kind (PIK)/toggle notes due in 2019 (issued by parent Michael Baker Holdings LLC), $89 million of outstanding debt under its ABL revolver due in 2018 (paid down in September), $8 million of subordinated notes due in 2018, and $4 million of debt and preferred equity from its holding company. "We plan to withdraw our issue-level and recovery ratings on the company's existing rated debt after it is repaid. "The upgrade reflects our improved view of the company's liquidity and that Michael Baker International will address its upcoming maturities with the proposed refinancing transaction. While the remaining BBS definitization has been extended, the company made headway on key milestones in the process, and we assume it will receive these cash inflows in 2018 (in addition to modest inflows before year-end). "Our stable outlook on Michael Baker International reflects that despite the sale of SC3 and ramp-down of activity from the Balad construction contract, the company will increase its revenue (albeit off a lower revenue base) given its sizable backlog and ongoing activity under its Balad base support contract (with the potential for an extension or recompete after January 2018). We expect debt to EBITDA around 6x with meaningful improvement in this ratio in 2018 given our assumption that the company receives cash inflows from the BBS definitization. "We could lower our rating on Michael Baker International over the next 12 months if it appears that its FOCF-to-debt ratio will decline to the low-single-digit percent area or we believe that debt leverage will trend higher than 6x by year-end 2018. This could occur, for example, if expected cash inflows from the BBS definitization do not materialize or if they are not allocated toward debt repayment. We could also lower our ratings if the company demonstrates more aggressive financial policies than our base case--including debt-financed acquisitions--that result in elevated leverage. "We consider an upgrade unlikely over the next 12 months given our belief that Michael Baker International's financial policies will remain aggressive over the medium term under its financial sponsor. However, we could raise our ratings if we come to believe that the company is committed to maintaining a FOCF-to-debt ratio of greater than 5%, demonstrates sustained debt reduction (with leverage approaching 4x), and we expect a low risk of increasing leverage above 5x adjusted debt to EBITDA." MIKE FARRELL'S: Cooper Lane May Get $115,909.33 From Property Sale ------------------------------------------------------------------ Mike Farrell's Detroit Wrecker Sales, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a disclosure statement dated Oct. 23, 2017, referring to the Debtor's plan of reorganization. The Debtor believes that the forgiveness of indebtedness which may result from a discharge granted by the confirmation of the Plan will not result in a significant tax consequence to the Debtor. The forgiveness of indebtedness, pursuant to the Internal Revenue Code, can be applied either to the Debtor's basis in its assets or to its net operating loss carry forward. The Debtor cannot accurately determine the amount and extent of any forgiveness of indebtedness. First, the Debtor must determine if all of the claims that have been filed, or deemed filed within this case, are accurate. Also, depending on whether the Debtor achieves or exceeds the projection in its current fiscal year, the Debtor may elect to apply any forgiveness of a debt in this directly to its basis. Despite the fact that the Debtor believes that it can either (a) apply forgiveness of indebtedness to its net operating loss carry forward or (b) to its basis, it is not expected that the amount of forgiveness of debt will be totally offset by the foregoing. However, once these net operating losses are used by the Debtor to offset forgiveness of indebtedness, they cannot be used again. Taxes paid by the Debtor in the future years would, therefore, be impacted as a result of confirmation of the Plan. If the Plan is confirmed by the Court: a. In the case of a corporation that is reorganizing and continuing business: i. All claims and interests will be discharged. ii. Creditors and shareholders will be prohibited from asserting their claims against or interest in the Debtor or its assets. b. In the case of a corporation that is liquidating and not continuing in business: i. Claims and Interests will not be discharged. ii. Creditors and shareholders will not be prohibited from asserting their claims against or interests in the Debtor or its assets. In the event that the Plan is not accepted by the creditors or is not otherwise confirmed by the Court, the Debtor believes that secured lenders GSC and Cooper Lane will foreclose their liens and foreclose their interest in the Debtor's facility and personal property. In that event, Cooper Lane would receive payment of $115,909.33 from a sale of the real estate, and GSC would receive the value of the Debtor's personal property on liquidation -- which the Debtor anticipates would be significantly less than the amount owed to GSC. Unless the real estate is sold at foreclosure sale for more than the Cooper Lane debt, then all other creditors, including administrative claims, priority creditors, trade vendors and unsecured creditors would receive nothing. If the real estate were sold at auction for more than the Cooper Lane debt, then the amount in excess of the Cooper Lane debt would be used first to pay allowed Administrative Claims (estimated to be $106,500) and then to pay Priority Creditors (owed $87,725.72). The Debtor does not believe that unsecured creditors would receive a distribution if the Debtor's assets are liquidated. The Debtor estimates that Unsecured Creditors are owed approximately $694,756.76. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mieb17-53308-56.pdf About Mike Farrell's Detroit Wrecker Sales Mike Farrell's Detroit Wrecker Sales, LLC, designs, manufactures and sells and services towing equipment nationally. Mike Farrell's filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 17-53308) on Sept. 22, 2017. Jeffrey J. Sattler, Esq., and Kim K. Hillary, Esq., at Schafer & Weiner PLLC, serve as the Debtor's bankruptcy counsel. MINISTERIOS ENCUENTRO: Taps Ann Roberts & Co. as Accountant ----------------------------------------------------------- Ministerios Encuentro & Conexion seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Ann Roberts & Company, P.C. as its accountant. The firm will, among other things, prepare the Debtor's tax returns and monthly budget; review its monthly periodic reports; assist in the preparation of payment schedules and budgets for inclusion in its proposed plan of reorganization. Ann Roberts, a certified public accountant, will charge an hourly fee of $150 for her services. Ms. Roberts disclosed in a court filing that she is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Ann Roberts Ann Roberts & Company, P.C. 1200 Golden Key Circle, Suite 340 El Paso, TX 79925 Phone: (915) 591-4495 About Ministerios Encuentro & Conexion Ministerios Encuentro & Conexion sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-31661) on October 13, 2017. Sarai Barraza, its treasurer, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $50,000. Judge H. Christopher Mott presides over the case. MIRARCHI BROTHERS: Unsecured Creditors to Get 5% Under the Plan --------------------------------------------------------------- Mirarchi Brothers, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a disclosure statement describing the Plan of Reorganization proposed by the Debtor. Under the Plan, the Debtor proposes to treat the Class 3 secured claim of Fulton Bank, N.A. (approximately $7,532,217.67), as follows: (1) Class 3 Collateral will be valued at the confirmation hearing. The value of the Class 3 collateral established by the Court at the confirmation hearing less all adequate protection payments made since the Petition Date and proceeds received from the sale of collateral or the value of returned collateral will be the Class 3 Secured Claim. The balance of the Class 3 Creditor's claim against the Debtor will be treated as an unsecured deficiency claim in accordance with Class 5. (2) The Class 3 Secured Claim will be paid in equal monthly installments of principal and interest using a rate of 5% per annum, a 20 year amortization with payments commencing on the Effective Date, and a final balloon payment due upon the expiration of the sixtieth month after the Effective Date. (3) The Bank will retain its lien on the Class 3 Collateral retained by Debtor. To the extent the Debtor desires to sell a piece of the Class 3 Collateral, the Class 3 Creditor will receive the net proceeds of such sale in full satisfaction of any lien on that piece of Collateral. Class 5 consists of all general unsecured claims against the Debtor. The general unsecured claims are estimated at $1,826,484.94 not including the potential deficiency claim of the Fulton Bank. The Debtor proposes to pay holders of allowed general unsecured claims a 5% distribution, by distributing $18,000 on a pro rata basis, annually, for five years commencing on the Initial Distribution Date. This Classes 3 and 5 are impaired under the Plan. The Debtor's Plan will be funded by the Debtor's continued operations, reduction in overhead costs, modification agreements with the Bank, and the Plan Loan or Plan New Equity Investment. A full-text copy of Debtor's Disclosure Statement, dated October 3, 2017, is available for free at https://is.gd/cwRXNI Attorneys for Mirarchi Brothers, Inc. Albert A. Ciardi, III, Esq. Marnie E. Simon, Esq. Daniel S. Siedman, Esq. CIARDI CIARDI & ASTIN One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Telephone: (215) 557-3550 Facsimile: (215)557-3551 About Mirarchi Brothers Mirarchi Brothers, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-12534) on April 8, 2016. The petition was signed by Ralph Minarchi, Jr., president. The Debtor is represented by Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C. The case is assigned to Judge Jean K. FitzSimon. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. Andrew Vara, acting U.S. trustee for Region 3, on May 12 appointed three creditors of Mirarchi Brothers, Inc. to serve on the official committee of unsecured creditors. The committee members are: (1) Hadco Metal Trading; (2) IBEW Local 126 Benefit Funds; and (3) U.S. Electrical Services, Inc. The Committee retains the law firm of Saul Ewing LLP as counsel, and Bederson LLP as accountant. MONTCO OFFSHORE: Taps Waits Emmett as Maritime Counsel ------------------------------------------------------ Montco Offshore, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Waits, Emmett, Popp & Teich, LLC as special counsel. Waits Emmett will advise the company and its affiliates on maritime law issues. The firm will also provide legal services related to the Debtors' request to estimate and temporarily allow the claims asserted by holders of maritime lien; and the case the Debtors filed against Alliance Energy Services, LLC and three other companies (Adversary Proceeding No. 17-03402). Randolph Waits, Esq., and John Emmett, Esq., the attorneys who will be representing the Debtors, will charge $235 per hour and $225 per hour, respectively. The firm does not represent or hold any interest adverse to the Debtors and their estates, according to court filings. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Waits disclosed that the hourly rates for the firm's services are consistent with the rates that it charges other comparable Chapter 11 clients, and that no professional at the firm has varied his rate based on the geographic location of the bankruptcy cases. The Debtors and the firm expect to develop a prospective budget and staffing plan, Mr. Waits further disclosed. Waits Emmett can be reached through: Randall Waits Waits, Emmett, Popp & Teich, LLC 1515 Poydras Street, Suite 1950 New Orleans, LA 70112 Tel: 504-581-1301 Fax: 504-585-1796 Email: mpopp@wep-law.com About Montco Offshore Based in Galliano, Louisiana, Montco Offshore, Inc. -- http://www.montco.com/mo-- was founded by the Orgeron family in 1948. For more than 60 years, the Company has served the offshore energy industries with crew boats, ocean-going tugs, deck barges, supply boats, and liftboats. Currently, Montco specializes in liftboats ranging in size from 235 feet to 335 feet which provide the best quality and safety of service for customers requiring versatile elevated vessels/work-platforms. Montco has total fleet of six vessels includes (a) two 335' class liftboats, known as (i) "Robert," which was unveiled in the first quarter of 2012, and (ii) "Jill," which was completed in 2014; (b) two 245' class liftboats, known as (i) "Kayd," which was completed in 2006, and (ii) "Myrtle;" which was completed in 2002; and (c) two 235' class liftboats, each completed in 2009, known as (i) "Paul," and (ii) "Caitlin." Montco Offshore, Inc., and its affiliate Montco Oilfield Contractors, LLC, filed separate Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 17-31646) on March 17, 2017. The petitions were signed by Derek C. Boudreaux, the CFO. As of the Petition Date, on a book basis, Montco Offshore had an aggregate of approximately $265 million in total assets and approximately $136 million in total liabilities. MO Contractors had approximately $84 million in total assets (which are mostly made up of receivables) and approximately $126 million in total liabilities. As of the Petition Date, the Debtors estimated that $5.3 million was due and owing to holders of prepetition trade claims against MO Contractors, and $75 million was due and owing to holders of prepetition trade claims against MO Contractors, not including the intercompany obligations. The cases are assigned to Judge Marvin Isgur. DLA Piper LLP (US) is serving as the Debtors' bankruptcy counsel, with the engagement led by Vincent P. Slusher, Esq., David E. Avraham, Esq., and Adam C. Lanza, Esq. Blackhill Partners, LLC, is the Debtors' financial advisor and investment broker, with Joe Stone, Todd Heinz, and Tripp Ballard leading the engagement. BMC Group, Inc., is the claims and noticing agent. On March 29, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Porter Hedges LLP is serving as counsel to the Creditors Committee, with the engagement led by John F Higgins, IV, Joshua W. Wolfshohl, and Eric Michael English. MORCENT IMPORT: Case Summary & 8 Unsecured Creditors ---------------------------------------------------- Debtor: Morcent Import Export, Inc. dba True Back 1702 Indian Rocks Road Clearwater, FL 33756 Type of Business: Morcent Import Export, Inc. dba True Back is a medical equipment manufacturer in Clearwater, Florida. Registered with the U.S. Food & Drug Administration and the European Union, True Back is a portable orthopedic traction device classified as a durable Class 1 medical device, bearing the CE mark, that relieves the body of daily stress, tension and discomfort. Hundreds of thousands of True Backs have been sold worldwide with Australia being one of its largest overseas markets. The company's gross revenue amounted to $225,045 in 2016 and $280,561 in 2015. Web site: http://www.trueback.com Chapter 11 Petition Date: November 6, 2017 Case No.: 17-09399 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Buddy D Ford, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: 813-877-4669 Fax: 813-877-5543 E-mail: Buddy@TampaEsq.com All@tampaesq.com Total Assets: $36,225 Total Liabilities: $1,360,000 The petition was signed by Rodney D. Vincent, president. A full-text copy of the petition, along with a list of eight unsecured creditors, is available for free at http://bankrupt.com/misc/flmb17-09399.pdf MPEA, IL: S&P Assigns 'BB+' Rating on 2017A Expansion Project Bonds ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' rating to the Metropolitan Pier & Exposition Authority (MPEA), Ill.'s McCormick Place expansion project bonds, series 2017A. S&P said, "We also assigned our 'BB+' rating to the authority's expansion project refunding bonds, series 2017B and series 2018A. Finally, we affirmed our 'BB+' ratings on the authority's previously issued bonds. The outlook on all the debt ratings is stable." The series 2017A bonds are being issued to refinance a construction loan that was used to fund a portion of the costs of constructing the Marriott Marquis Chicago hotel, and to pay remaining costs of the project and related financing costs. Proceeds from the refunding series 2017B and 2018A bonds will be used to refinance a portion of the authority's outstanding expansion project bonds. "The rating reflects our view of annual appropriation risk, which was illustrated in early fiscal 2016 when the absence of an adopted state budget or a timely separate extraordinary appropriation led to a temporary technical default; Illinois' general creditworthiness; and bond provisions provided by the Metropolitan Pier and Exposition Authority Act and the State Finance Act that allow for the availability of authority and state sales tax revenues, which, once appropriated, provide strong debt service coverage, but which, in our view, do not eliminate nonappropriation risk," said S&P Global Ratings credit analyst Gabriel Petek. Illinois' general obligation (GO) debt is rated BBB-/Stable. The outlook is stable. While the revenues backing the bonds are more than sufficient to pay debt service, their transfer to the trustee is subject to annual appropriation by the General Assembly. S&P said, "Under our applicable criteria for appropriation-backed obligations, the rating is thus limited on the upside to one notch below the state's GO credit rating. Therefore, the potential for a higher rating on the bonds is linked to the state's GO credit rating. Regarding the state's rating, we have previously indicated that implementation of fiscal adjustments eliminating its structural deficit, thereby supporting its ability to reliably fund its long-term liabilities, would be the most likely pathway for it to warrant a higher rating. "Based on similar logic, we would likely lower our rating on the bonds if the state's GO credit rating were lowered. Poor budget management, the persistence of its structural deficit (straining the state's ability to prudently fund its long-term liabilities), and a renewed escalation of its unpaid bill backlog are factors that could push the state's GO credit rating lower. As it pertains to MPEA's bonds, it's likely we would lower the rating, along with the state's GO credit rating, in the event of another nonappropriation event--with or without the timely adoption of a state budget--because it could signal to us that the state's willingness to support its obligations has deteriorated." MULTICARE HOME: Case Summary & 8 Unsecured Creditors ---------------------------------------------------- Debtor: Multicare Home Health Services, LLC 211 W. Pleasant Run Road, Suite 102 Lancaster, TX 75146 Type of Business: Multicare Home Health provides home health care services including nursing, physical therapy, occupational therapy, speech pathology, medical social, home health aide. The company previously sought bankruptcy protection on June 21, 2017 (Bankr. N.D. Tex. Case No. 17-32419). Chapter 11 Petition Date: November 6, 2017 Case No.: 17-34205 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Harlin DeWayne Hale Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 E-mail: joyce@joycelindauer.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gloria Wilson, managing member. A full-text copy of the petition, along with a list of eight unsecured creditors, is available for free at http://bankrupt.com/misc/txnb17-34205.pdf N214FT LLC: Unsecured Creditors to Recover $35,000 Under Plan ------------------------------------------------------------- N214FT, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement dated Oct. 23, 2017, in support of the Debtor's Chapter 11 plan. Class 3 General Unsecured Claims -- estimated at $132,000 -- is impaired by the Plan. Holders are expected to recover a pro rata of $35,000. Baker Aviation is the Debtor's only general Unsecured Creditor. The Debtor owes Baker Aviation approximately $132,000 for prepetition amounts under the Aircraft Management Agreement. Distributions under the Plan, and the Reorganized Debtor's operations post-Effective Date will be funded from the following sources: (i) Sale of the Aircraft. Upon the Court's entry of the sale order the Aircraft will be sold to the Buyer for pursuant to the Aircraft Purchase Agreement. The sale will be free and clear of the Lien of UMB in, to and upon the Aircraft, and its related documents, certificates, records and equipment. At closing the Debtor will make the payments required to be made on the Distribution Date (Sale). Any remaining net sale proceeds will be distributed pursuant to the terms of the Plan. If the Sale has not been accomplished prior to the Effective Date, then the reorganized Debtor will continue to market the Aircraft, until it receives an offer with which it agrees, and the sale will be brought before the Court for approval; (ii) Plan Notes. If the Sale has not been accomplished prior to the Effective Date, the Debtor will issue the Plan Notes and commence payments upon the Plan Notes in accordance with the terms thereof, pending Closing; and (iii) Administrative Expense Fund. Within 10 days after the entry of a final court order on all Professional Fee Claims, the Members of N214FT will deposit with the Debtor the Administrative Expense Fund in an amount sufficient to pay Professional Fee Claim. A copy of the Debtor's request is available at: http://bankrupt.com/misc/txnb17-43289-40.pdf About N214FT, LLC Based in Fort Worth, Texas, N214FT, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-43289) on Aug. 10, 2017. The petition was signed by Dustin Rall, manager of N21FT, LLC. Judge Mark X. Mullin presides over the case. Louis M. Phillips, Esq., of Kelly Hart & Pitre represents the Debtor as counsel. At the time of filing, the Debtor estimates $1 million to $10 million in assets and liabilities. NATIONAL VISION: Moody's Hikes CFR to B1; Outlook Positive ---------------------------------------------------------- Moody's Investors Service upgraded National Vision, Inc.'s Corporate Family Rating ("CFR") to B1 from B2 and Probability of Default Rating to B1-PD from B2-PD following the company's Initial Public Offering (IPO) on October 26, 2017. Concurrently, Moody's affirmed the rating on the company's term loan at B1 and assigned a B1 rating on the amended $100 million revolving credit facility due 2022. Moody's also assigned the company a Speculative Grade Liquidity rating of SGL-2. The rating outlook was changed to positive. The upgrade reflects the significant improvement in credit metrics from the approximately $360 million debt reduction. Proceeds from the IPO were used to fully repay the $125 million second lien term loan, pay down $235 million of the outstanding $804 million first lien term loan, and cover transaction fees and expenses. The company also upsized its first lien credit revolving credit facility to $100 million from $75 million and extended its maturity to 2022. "National Vision's IPO materially delevers the company, reducing debt/EBITDA by over 1.5 turn to 4.5 times," said Moody's analyst Raya Sokolyanska. "Moody's expect continued improvement in credit metrics through earnings growth over the near term driven by organic growth and the stable growth of consumer demand for value-priced eyecare". Moody's took the following rating actions for National Vision, Inc.: -- Corporate Family Rating, upgraded to B1 from B2 -- Probability of Default Rating, upgraded to B1-PD from B2-PD -- $100 million first lien senior secured revolving credit facility due 2022, assigned B1 (LGD3) -- $825 million ($569 million outstanding amount) first lien senior secured term loan due 2021, affirmed at B1 (LGD3) -- $125 million second lien senior secured term loan due 2022, withdrawn at Caa1 (LGD6) -- Speculative Grade Liquidity rating, assigned SGL-2 -- Positive outlook RATINGS RATIONALE The B1 CFR reflects the stable growth of the optical industry, National Vision's effective execution of its low-cost business model, and track record of consistent positive same store sales growth. The company has achieved low-double-digit revenue and earnings annual growth rate over the past several years, driven mainly by mid-single-digit average same store sales increases and new store openings. The rating also incorporates the company's good liquidity, including Moody's expectations for positive free cash flow generation before sizeable growth capital expenditures, full revolver availability and ample cushion within the revolver's springing first lien leverage ratio covenant. The company's pro-forma Moody's-adjusted EBIT/interest expense of approximately 2.2 times and debt/EBITDA of 4.5 times position the rating solidly in the B1 rating category. Moody's expects continued deleveraging over the next 12-24 months from organic earnings growth. At the same time, the rating is constrained by the remaining risk associated with private equity control. The rating also incorporates National Vision's small scale compared to other rated retailers, customer concentration with Wal-Mart, and the high degree of competition in the optical retail segment. The positive rating outlook reflects Moody's expectations for continued improvement in credit metrics from earnings growth. The ratings could be upgraded if revenue and earnings growth continue and the company demonstrates financial policies that sustain debt/EBITDA below 4.5 times and EBIT/interest expense above 2.5 times. An upgrade would also require continued good liquidity. The ratings could be downgraded if operating performance or liquidity weakens, or if the company engages in debt-funded acquisitions or shareholder distributions. Quantitatively, the ratings could be downgraded if debt/EBITDA is sustained above 5.5 times or EBIT/interest expense declines below 1.5 times. The principal methodology used in these ratings was Retail Industry published in October 2015. National Vision, Inc. ("National Vision"), headquartered in Duluth, GA, is a U.S. optical retailer with a focus on low price point eyeglasses and contacts. As of July 1, 2017, the company operated 980 locations, including its own retail chains of America's Best Contacts and Eyeglasses ("ABC", 559 locations) and Eyeglass World ("EGW", 108 locations), as well as locations at host stores, including Wal-Mart (227 locations), Fred Meyer (29 locations) and U.S. Military Bases (57 locations). The company also sells contact lenses online. Following the 2017 IPO, approximately 25% of shares are publicly traded, with the balance owned by private equity firm Kohlberg Kravis Roberts & Co. L.P, Berkshire Partners LLC and management. Revenues for LTM period ended July 2017 were approximately $1.3 billion. NAVISTAR INT'L: Fitch Rates New Sr. Unsec. Notes Due 2025 'B-/RR4' ------------------------------------------------------------------ Fitch Ratings has assigned a rating of 'B-/RR4' to Navistar International Corporation's (NAV) planned fixed rate senior unsecured notes to mature in 2025. The notes will be guaranteed by Navistar, Inc. The Rating Outlook is Stable. Proceeds from the new notes will be used to refinance a portion of NAV's 8.25% senior unsecured notes due 2021 on which approximately $1.45 billion is outstanding. NAV launched a tender offer and consent solicitation on Oct. 20, 2017 for the 8.25% notes. The consents would eliminate virtually all restrictive covenants for the notes that are not tendered. On Oct. 20, 2017 NAV also launched a refinancing of its existing $1 billion senior secured term loan due 2020 with a new $1.6 billion senior secured term loan due 2024. Excess proceeds from the term loan would be available to help fund the tender offer for the 8.25% notes and repurchase or repay at maturity a portion of NAV's $200 million 4.5% subordinated convertible notes due 2018. NAV expects to amend its recovery zone facility revenue bonds issued by the Illinois Finance Authority and Cook County, Illinois to include the grant of a second lien on certain collateral that secures the term loan. The coupon would increase to 6.75% from 6.5%. The amendments will become effective upon completion of the new notes and refinancing of the term loan. Upon completion of NAV's refinancing plans, Fitch expects to assign a rating of 'BB-/RR1' to the new $1.6 billion senior secured seven-year term loan and to upgrade the ratings for NAV's recovery zone facility revenue bonds to 'B+' from 'B-'. The rating for the recovery zone bonds is one notch below the senior secured term loan which reflects their junior lien position although they could potentially see a full recovery. KEY RATING DRIVERS Fitch expects NAV's debt and leverage could be nearly unchanged or increase slightly following the completion of its refinancing plans. Fitch views NAV's liquidity as manageable in the near term, but additional debt maturities of $411 million in 2019 and any remaining amounts outstanding under the 4.5% subordinated convertible notes due 2018 will need to be refinanced in the absence of a return to positive FCF. Leverage remains high, including debt/EBITDA of 8.9x as calculated by Fitch as of July 31, 2017, and free cash flow on a trailing 12 month basis continues to be negative. Cash and marketable securities at the manufacturing operations of $923 million as of July 31, 2017 could be flat to slightly higher at the end fiscal 2017 compared to the end of fiscal 2016. This level would be adequate to fund seasonally negative operating cash flow in the first fiscal quarter of 2018 (negative $275 million in 1Q17 as calculated by Fitch). Warranty cash spending continues to improve, but pension contributions are expected to increase. NAV expects to contribute approximately $113 million to its pension plans in 2017 and $130 million to $190 million annually from 2018 through 2020. The net pension obligation was $1.7 billion (57% funded) at Oct. 31, 2016. Negative free cash flow (FCF) continues to be a key rating concern. Fitch estimates FCF will improve but will remain negative in 2017 and possibly again in 2018. However, the heavy duty truck market has been improving, and NAV could generate stronger FCF than estimated by Fitch if the company is able to recover market share and generate higher margins. NAV has continued to invest in new product development which should support its competitive position. The company's alliance with VW T&B includes collaboration on powertrain and other technologies and a procurement joint venture (JV) which should enhance NAV's cost structure and product development. NAV estimates it will generate $200 million of annual synergies from the VW T&B alliance by the end of five years and $500 million cumulatively over the same period. Fitch expects the alliance will support an expansion of NAV's technological capabilities, potentially including engines sourced internally or from within the alliance for use in NAV trucks, a larger parts business, and opportunities to share technology and development costs for trucks, engines, and digital technology. Some aspects of the alliance will become effective gradually. NAV could also have opportunities to expand its powertrain offerings beyond engines. NAV's market share of Class 8 trucks in the U.S. and Canada was 11% in 2016 and in the third quarter of 2017 compared to 20% or higher prior to 2012. Its share is behind the three other dominant commercial truck-makers. NAV's share in the medium-duty market is below historical levels but has held up better than heavy duty trucks. Orders in NAV's core truck markets were up 19% in the first nine months of 2017, reflecting the industry recovery from cyclical lows in 2016 and early 2017. Under its criteria for rating non-financial corporates, Fitch calculates an appropriate debt/equity ratio of 3x at Financial Services based on asset quality as well as liquidity and funding that incorporate support from NAV in the form of funding. Actual debt/equity at Financial Services as measured by Fitch, including intangible assets, was 3.6x as of July 31, 2017. As a result, Fitch calculates a pro forma equity injection of slightly less than $100 million would be needed to reduce debt/equity to 3x at Financial Services. Fitch assumes NAV would fund its equity injection through the use of excess cash or new debt, which Fitch includes in debt at the manufacturing business. This Fitch-calculated debt amount is higher than actual debt outstanding. Litigation risks include a lawsuit by the U.S. Department of Justice which is seeking penalties of up to $291 million on behalf of the U.S. Environmental Protection Agency related to NAV's use of engines during 2010 that did not meet emissions standards. In the event of an adverse outcome, a large payment would exacerbate concerns about liquidity, although Fitch expects the timing of any payments could be delayed in a lengthy litigation process. Other litigation includes class action lawsuits concerning NAV's discontinued advanced EGR engines. DERIVATION SUMMARY NAV has a weaker financial profile, including margins, free cash flow and liquidity, than other large heavy duty truck OEMs which puts it at a disadvantage with respect to financial flexibility and the ability to invest in the business. Several OEMs including Daimler, Volkswagen and Volvo are affiliates of global vehicle manufacturing companies which gives them greater access to financial and operational resources and markets compared to NAV. NAV's alliance with VW T&B partly addresses this difference. More than three-fourths of NAV's revenue was located in North America, which makes it more sensitive to industry cycles compared to competing OEMs that have greater geographic diversification. NAVISTAR FINANCIAL CORPORATION Fitch believes NFC is core to NAV's overall franchise. Thus the IDR of the finance subsidiary is equalized with, and directly linked to that of its ultimate parent due to the close operating relationship and importance to NAV, as substantially all of NFC's business is connected to the financing of dealer inventory and trucks sold by NAV's dealers. The relationship is formally governed by the Master Intercompany Agreement, as well as a provision referenced under NFC's credit agreement requiring NAV or NIC to own 100% of NFC's equity at all times. NFC's operating performance and overall credit metrics are viewed by Fitch to be neutral to NAV's ratings. The company's performance has not changed materially compared to Fitch's expectations, but its financial profile remains tied to NAV's operating and financial performance. Through the first nine months of FY2017 (9M17), total financing revenue decreased by 16.4%, driven by lower overall finance receivables balances and partially offset by higher interest rates on finance receivables. In 9M17, the average finance receivable portfolio balance decreased to $1.1 billion from $1.4 billion in 9M16. However, at July 31, 2017, the company's ending finance receivables balance grew by $74.2 million, or 5.9%, from FYE-2016. Asset quality remained within Fitch's expectations throughout 2017. Charge-offs and provisions have been relatively stable as NFC continues to focus on its wholesale portfolio, which historically has experienced lower loss rates compared to the retail portfolio. KEY ASSUMPTIONS Fitch's key assumptions within the current rating case for NAV's manufacturing business include: -- NAV's manufacturing revenue is flat in 2017 and increases in 2018 as industry demand improves; -- New product introductions support NAV's market share which increases slightly in 2018 and could gain more traction in subsequent years; -- FCF remains negative in 2017 and possibly into 2018; -- EBITDA margins continue to improve; -- NAV refinances scheduled debt maturities in 2018 and 2019; -- Warranty cash costs remain above warranty expense; warranty expense, excluding adjustments to pre-existing warranties, remains below 3%. -- The recovery analysis for NAV reflects Fitch's expectation that the enterprise value of the company, and recovery rates for creditors, would be maximized as a going concern rather than through liquidation. Fitch has assumed a 10% administrative claim. -- The going concern EBITDA is based on Fitch's projected EBITDA in 2018 which incorporates stabilized revenue and margins at mid-cycle, and limited recovery of market share. Going concern EBITDA is higher than historical EBITDA in recent years. Previously, EBITDA was reduced by the negative impact of charges for restructuring, warranty and other items while NAV re-set its engine strategy and realigned operations to focus on core markets. -- An EBITDA multiple of 5x is used to calculate a post- reorganization valuation, below the 6.4x median for the industrial and manufacturing sector. The multiple incorporates cyclicality in NAV's heavy duty truck market and uncertainty around its future recovery of market share which is well below historical levels due to a failed engine emissions strategy several years ago. The multiple also considers the highly competitive nature of the heavy duty truck market and NAV's smaller size compared to large global OEMs. -- Fitch assumes a fully used ABL facility, excluding a liquidity block, primarily for standby letters of credit that could be utilized during a distressed scenario. -- The secured term loan is rated 'BB-/RR1', three levels above NAV's IDR, as Fitch expects the loan would recover more than 90% in a distressed scenario based on a strong collateral position. The 'RR4' for senior unsecured debt reflects average recovery prospects in a distressed scenario. The 'RR6' for senior subordinated convertible notes reflects a low priority position relative to NAV's other debt. RATING SENSITIVITIES Navistar International Corporation Future developments that may, individually or collectively, lead to positive rating action include: -- Consistently higher EBITDA margins that lead to positive FCF and lower leverage; -- NAV's retail market share recovers to a level near 20% for combined Class 8 heavy and severe service trucks (11% in 2016) and 30% for medium-duty trucks (21% in 2016); -- Liquidity improves sufficiently to reduce outstanding debt. Future developments that may, individually or collectively, lead to a negative rating action include: -- Working capital or other cash requirements appear likely to exceed NAV's available liquidity; -- Manufacturing EBITDA margins as calculated by Fitch decline materially from 4.8% in 2016; -- FCF does not become positive on an LTM basis during 2018; -- There is a material adverse outcome from litigation. Navistar Financial Corporation NFC's ratings are expected to move in tandem with its parent. Therefore, positive rating momentum will be limited by Fitch's view of NIC's credit profile. However, negative rating actions could be driven by a change in the perceived relationship between NFC and its parent. Additionally, a change in profitability leading to operating losses, a material change in leverage, and/or deterioration in the company's liquidity profile could also yield negative rating actions. The rating on NFC's senior secured bank credit facility is sensitive to changes in NFC's IDR, as well as the level of unencumbered balance sheet assets in a stress scenario, relative to outstanding debt. Fitch does not envision a scenario where NFC would be rated higher than the parent. LIQUIDITY Navistar International Corporation Liquidity at NAV's manufacturing business as of July 31, 2017 included cash and marketable securities totaling $923 million, net of restricted cash. NAV had limited availability under a $125 million asset-backed lending (ABL) facility. NAV's cash was supplemented in 2017 by $250 million of incremental debt issuance and the $256 million equity investment by VW T&B. Liquidity was offset by current maturities of manufacturing long-term debt of $114 million. In addition to the ABL, NAV uses an Intercompany Used Truck Loan from NFC under which $53 million was outstanding. NAV had other outstanding intercompany loans totaling $63 million from Financial Services. In recent years, NAV has received funding from NFC including loans, dividends and return of capital, but net funding has declined. Fitch does not include intercompany loans from Financial Services in manufacturing debt, and leverage would be higher when including these liabilities. Navistar Financial Corporation While Fitch views NFC's current liquidity as adequate given available resources and the company's continued ability to securitize originated assets, liquidity may become constrained if the parent materially increases its reliance on NFC to fund operations or if NFC is unable to refinance a sufficient amount of debt on economical terms. As of July 31, 2017, NFC had $24 million of unrestricted cash and approximately $285 million of availability under its various corporate and ABS borrowing facilities (subject to collateral requirements). Fitch views favorably NFC's ability to refinance a portion of its borrowing facilities and access the capital markets at reasonable terms, which should mitigate some potential near-term liquidity concerns. As of July 31, 2017 debt at NAV's manufacturing business totaled $3.6 billion as adjusted by Fitch, including unamortized discount and debt issuance costs, and $1.8 billion at the Financial Services segment, the majority of which is at NFC. FULL LIST OF RATINGS Navistar International Corporation -- Long-Term IDR 'B-'; -- Senior unsecured notes 'B-/RR4; -- Senior subordinated notes 'CCC/RR6'. Navistar, Inc. -- Long-Term IDR at 'B-'; -- Senior secured term loan 'BB-/RR1'. Cook County, Illinois -- Recovery zone revenue facility bonds (Navistar International Corporation Project) series 2010 'B-'. Illinois Finance Authority (IFA) -- Recovery zone revenue facility bonds (Navistar International Corporation Project) series 2010 'B-'. Navistar Financial Corporation -- Long-Term IDR 'B-'; -- Senior secured bank credit facility 'B/RR3'. The Rating Outlook Is Stable. NAVISTAR INT'L: S&P Rates New Sr. Unsec. Notes Due 2025 'CCC+' -------------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issue-level rating and '5' recovery rating to Navistar International Corp.'s proposed senior unsecured notes due 2025. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 10%) recovery in the event of a payment default. The company anticipates that it will use the proceeds from the proposed notes to repay its existing debt. S&P said, "The ratings on Navistar reflect our expectation that the company's cost-reduction initiatives will continue to improve its profitability. Additionally, we anticipate that Navistar's strategic alliance with Volkswagen Truck & Bus will deliver additional cost savings. However, given the company's sizable debt balance, we expect that it will maintain leverage of about 10x following the proposed refinancing transaction." RATINGS LIST Navistar International Corp. Corporate Credit Rating B-/Stable/-- New Ratings Navistar International Corp. Senior Unsecured Notes Due 2025 CCC+ Recovery Rating 5(10%) NAVISTAR INTERNATIONAL: Will Issue $1.1 Billion Senior Notes ------------------------------------------------------------ Navistar International Corporation said it plans to issue, subject to market conditions, $1.100 billion of new senior notes due 2025 in a private offering. The notes will be senior unsecured obligations of the company and will be guaranteed by its wholly owned subsidiary, Navistar, Inc. Navistar intends to use the proceeds of the offering, together with the borrowings under its new senior secured term loan, to (i) retire all $1,450 million aggregate principal amount of its existing 8.25% Senior Notes due 2021 and to pay accrued and unpaid interest thereon, (ii) repay all of its outstanding obligations under its existing senior secured term loan facility, including accrued and unpaid interest, if any, (iii) fund cash to balance sheet to retire at maturity or repurchase a portion of its 4.50% Senior Subordinated Convertible Notes due 2018 and (iv) pay the associated prepayment premiums, transaction fees and expenses incurred in connection therewith. The notes will be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to certain persons outside of the U.S. pursuant to Regulation S under the Securities Act. Neither the notes nor the related guarantees have been registered under the Securities Act or any state or other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state securities laws. About Navistar Navistar International Corporation (NYSE: NAV) 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. Additional information is available at www.Navistar.com. 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 October 2017, S&P Global Ratings affirmed its 'B-' corporate credit rating on Navistar International Corp. The outlook remains stable. "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." As reported by the TCR on Oct. 26, 2017, Fitch Ratings affirmed the Issuer Default Ratings (IDRs) for Navistar International Corporation (NAV), Navistar, Inc., and Navistar Financial Corporation (NFC) at 'B-'. The Rating Outlook is Stable. Fitch expects NAV's debt and leverage could be nearly unchanged or increase slightly following the completion of its refinancing plans. NORTHSTAR OFFSHORE: Unsecureds to Get FNBCT Gift Distribution ------------------------------------------------------------- Northstar Offshore Group, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a first amended disclosure statement dated Oct. 23, 2017, for the Debtor's first amended plan of liquidation. Class 4 General Unsecured Claims -- estimated between $301,737,051 and $377,171,314 -- are impaired by the Plan. Holders are expected to recover up to 100%, depending on post-confirmation litigation. Provided that there are no holders of Allowed Professional Fee Claims or Allowed Administrative Expense and Priority Claims or Allowed Secured Claims whose claims have not been settled, satisfied, discharged, and released, the holders of Allowed General Unsecured Claims will receive, in full and final satisfaction, settlement, release, and discharge of and in exchange for the Allowed General Unsecured Claims, their pro rata share of the FNBCT Gift Distribution, if any, the Eleanor Gift Distribution, if any, and available cash, if any. As reported by the Troubled Company Reporter on Sept. 28, 2017, the Debtor filed with the Court a disclosure statement dated Sept. 13, 2017, for the Debtor's plan of liquidation, which stated that, provided that there are no holders of allowed administrative expense and priority claims or allowed secured claims whose claims have not been settled, satisfied, discharged, and released, the holders of Allowed General Unsecured Claims would receive, in full and final satisfaction, settlement, release, and discharge of and in exchange for the Allowed General Unsecured Claims, their pro rata share of available cash. On Aug. 3, 2017, the Debtor completed the sale of substantially all of its assets to Northstar Offshore Ventures LLC. Accordingly, the Debtor's sole remaining operations relate to the winding down of its business pursuant to the Chapter 11 case. The Debtor's former employees are now employed by NOV and provide services to the Debtor under a Transition Services Agreement between the Debtor and NOV. Following the closing of the sale, the Debtor used a portion of the sale proceeds to satisfy its obligations to the DIP Agent in connection with the DIP Facility. The Debtor has also started to address many of these tasks which remain to be addressed in the Chapter 11 case: -- initiating the M&M Lien Proceeding; -- resolving outstanding disputes with creditors, including cure disputes that remain open following the NOV sale; -- winding down the Debtor's remaining assets and operations, including by preparing and filing motions to reject contracts and leases associated with the Excluded Assets; -- performing analysis and reconciliation of claims; -- resolving disputes with certain of its creditors, the favorable resolution of certain of these disputes could result in the collection of additional funds from creditors for distribution under the Plan; and -- reviewing and pursuing claims and causes of action possessed by the Estate, including actions under Chapter 5 of the U.S. Bankruptcy Code. On Sept. 20, 2017, the Debtor met with the Official Committee of Unsecured Creditors, the First Lien Holders and Second Lien Holders regarding a proposed plan of distribution. The parties reached an agreement in principal, the terms of which are now reflected in the Plan. First National Bank of Central Texas and Eleanor agreed, respectively, to the FNBCT Gift Distribution and the Eleanor Fiduciary Services, LLC Gift Distribution in exchange for releases and, in the case of FNBCT, the Debtor's agreement to seek the disallowance of, and to support the disallowance of Argonaut Insurance Company's claim. These agreements also have the Committee's support for confirmation. In addition, the Committee has filed the standing motion, in which it seeks standing to challenge, on behalf of the Estate, the extent, validity, and amount of Eleanor's claim in connection with the Second Priority Notes and to recharacterize the claim as equity. In the Standing Motion, the Committee alleges, inter alia, that the interest rate and payments under the Second Priority Notes were "illusory" and that certain payments to New Mountain Finance Corporation were "designed . . . to appear as though they came from the Debtor," even though they actually came from Platinum. The Committee further alleges that the Debtor was "severely undercapitalized" at the time that the Second Priority Notes were issued, meaning that "Platinum's risk was equivalent to [that of] an equity investor, not a lender." Both Eleanor and the Debtor have filed responses in opposition to the Standing Motion. At a hearing on the motion on Oct. 3, 2017, the Committee and the Debtor reported that they were working on a resolution to the issues presented in the Standing Motion and planned to incorporate the resolution in an updated Plan. The resolution is included in the Plan filed subsequent to the Oct. 3, 2017 hearing. In no event later than 10 days after the Effective Date, the buyer shall transfer $150,000 in cash to the Debtor or the Litigation Trust to pay the expenses of the Litigation Trustee and his professionals for administering the Litigation Trust and prosecuting the Causes of Action in accordance with the Plan and the Litigation Trust Agreement. The Litigation Trustee may be able to supplement this initial funding through settlement payments and the collection of judgments, by borrowing funds to finance litigation, or by retaining contingent fee counsel. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-34028-895.pdf A copy of the First Amended Plan is available at: http://bankrupt.com/misc/txsb16-34028-893.pdf About Northstar Offshore Group Northstar Offshore Group, LLC, is an independent oil and gas exploration and production company that focuses on acquisition and recompletion, development drilling, and low-risk exploration in the waters of the Gulf of Mexico. Three creditors filed an involuntary Chapter 11 petition against Northstar Offshore Group on Aug. 12, 2016. The petitioning creditors are Montco Oilfield Contractors, LLC, Alliance Offshore, LLC, and Alliance Energy Services, LLC. The creditors are represented by DLA Piper (US) LLP. On Dec. 2, 2016, the Debtor agreed to convert the involuntary case to a voluntary case by filing a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 16-34028). Lydia T. Protopapas, Esq., at Winston & Strawn LLP serves as the Debtor's legal counsel. On Dec. 19, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired DLA Piper LLP as legal counsel, and FTI Consulting, Inc., as financial advisor. OFFSHORE SPECIALTY: Taps Diamond McCarthy as Legal Counsel ---------------------------------------------------------- Offshore Specialty Fabricators, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Diamond McCarthy LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. The firm's standard hourly rates range from $365 to $750 for partners and counsel, $265 to $320 for associates, and $160 to $260 for paralegals and support staff. The attorneys who will be providing the primary legal services are: Kyung Lee $750 Charles Rubio $420 Michael Fritz $320 Kyung Lee, Esq., disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Diamond McCarthy can be reached through: Kyung S. Lee, Esq. Charles M. Rubio, Esq. Michael D. Fritz, Esq. Two Houston Center 909 Fannin, 37th Floor Houston, TX 77010 Tel: (713) 333-5100 Fax: (713) 333-5199 Email: klee@diamondmccarthy.com Email: crubio@diamondmccarthy.com Email: mfritz@diamondmccarthy.com About Offshore Specialty Fabricators Offshore Specialty Fabricators, LLC -- http://www.osf-llc.com-- provides decommissioning project management utilizing its heavy lift derrick barges for the installation and removal of oil and gas facilities in the Gulf of Mexico. Its facility is located at 115 Menard Rd. in Houma, Louisiana. Offshore Specialty has been providing offshore construction solutions to the international and domestic oil and gas industry for more than 20 years. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-35623) on October 1, 2017. Tammy Naron, its chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Judge Marvin Isgur presides over the case. On October 25, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. ONCOBIOLOGICS INC: GMS Tenshi Hikes Stake to 68.6% as of Oct. 31 ---------------------------------------------------------------- GMS Tenshi Holdings Pte. Limited, Ghiath M. Sukhtian and Arun Kumar Pillai reported in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Oct. 31, 2017, they beneficially owned 54,545,948 shares of common stock of Oncobiologics, Inc., constituting 68.6% of the shares outstanding. Tenshi Life Sciences Private Limited, a private investment vehicle of Kumar, and GMS Pharma (Singapore) Pte. Limited, a private investment company and wholly-owned subsidiary of GMS Holdings, a private investment company, are the 50:50 beneficial owners of GMS Tenshi, in which each of Tenshi and GMS Pharma owns 50% of the outstanding voting shares. Kumar, a natural person, is the holder of a controlling interest in Tenshi. Sukhtian, a natural person, is the holder of a controlling interest in GMS Holdings, which is the holder of a controlling interest in GMS Pharma. The principal office address of GMS Tenshi is 36 Robinson Road, #13-01, City House, Singapore 068877. The principal office address of Kumar is #30, "Galaxy", 1st Main, J.P. Nagar, 3rd Phase, Bangalore, India 560078. The principal office address of Sukhtian is Zahran Street, 7th Circle Zahran Plaza Building, 4th Floor P.O. Box 142904, Amman, Jordan 11844. Purchase Agreement On Sept. 7, 2017, GMS Tenshi entered into a purchase agreement with the Issuer pursuant to which GMS Tenshi agreed to purchase, in a private placement, $25.0 million of Preferred Stock and warrants to purchase Shares. On Sept. 11, 2017, the Issuer closed the initial sale of 32,628 shares of Preferred Stock to GMS Tenshi for an aggregate purchase price of approximately $3.3 million, and entered into an Investor Rights Agreement with GMS Tenshi. On Oct. 31, 2017, the Issuer closed the final sale of 217,372 shares of Preferred Stock to GMS Tenshi for an aggregate purchase price of approximately $21.7 million, and issued GMS Tenshi Warrants to acquire 16,750,000 Shares. The source of funds for such purchases was the working capital of GMS Tenshi and capital contributions made to GMS Tenshi. In connection with the Second Closing, the Company appointed two additional GMS Tenshi designated directors to its Board of Directors. The Issuer will also seek shareholder approval at its first annual meeting for, among other things, the approval of the issuance of the Securities and election of Class I directors (the Issuer has three classes of directors, the term of which expire on different dates), which will include one of the directors appointed by GMS Tenshi. The Issuer intends to use the net proceeds from the Private Placement, primarily for the (i) purpose of developing ONS-3010, a biologic medical product, and (ii) other purposes set forth in an agreed budget, in each case, in accordance with such approved budget, and not for any other purpose. In connection with the Purchase Agreement, on Oct. 31, 2017, the Issuer closed the final sale of 217,372 shares of Series A Convertible Preferred Stock, par value $0.01 per share to GMS Tenshi for an aggregate purchase price of approximately $21.7 million and issued GMS Tenshi warrants to acquire an aggregate of 16,750,000 Shares. The source of funds for such purchases was the working capital of GMS Tenshi and capital contributions made to GMS Tenshi. As a result of the transactions, the Reporting Persons may each be deemed to be the beneficial owner of approximately 68.6% of the outstanding Shares. A full-text copy of the regulatory filing is available at: https://is.gd/L0huZ3 About Oncobiologics Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a clinical-stage biopharmaceutical company focused on identifying, developing, manufacturing and commercializing complex biosimilar therapeutics. The Cranbury, New Jersey-based Company's current focus is on technically challenging and commercially attractive monoclonal antibodies, or mAbs, in the disease areas of immunology and oncology. Oncobiologics reported a net loss of $53.32 million on $2.97 million of collaboration revenues for the year ended Sept. 30, 2016, compared to a net loss of $48.66 million on $5.21 million of collaboration revenues for the year ended Sept. 30, 2015. As of June 30, 2017, Oncobiologics had $17.12 million in total assets, $46.06 million in total liabilities and a total stockholders' deficit of $28.94 million. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit at Sept. 30, 2016, of $147.4 million and $4.6 million of indebtedness that is due on demand, which raises substantial doubt about its ability to continue as a going concern. OPC MARKETING: Seeks Approval to Use IRS Cash Collateral -------------------------------------------------------- OPC Marketing, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas of the interim use of the alleged cash collateral of the Internal Revenue Service to make payroll and to pay other immediate expenses to keep its doors open. The IRS asserts liens on the Debtor's accounts receivable. The Debtor has immediate need to use the alleged cash collateral of the IRS to maintain operations of the business and is willing to provide the IRS with replacement liens in accordance with their existing priority. A full-text copy of the Debtor's Motion, dated Nov. 2, 2017, is available at http://tinyurl.com/yb5zd8d3 OPC Marketing, Inc., owner and operator of a software sales and service business, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. Case No. 17-34095) on Nov. 1, 2017. The Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C., in Dallas. OPES HEALTH: May Use Cash Collateral Through Nov. 10 ---------------------------------------------------- The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida has entered a third interim order authorizing OPES Health Channelside, LLC, to continue the use of cash collateral from Oct. 23, 2017, through Nov. 10, 2017. A continued hearing on cash collateral will be held on Nov. 9, 2017, at 11:00 a.m. As reported by the Troubled Company Reporter on Oct. 18, 2017, the Debtor sought court permission to use cash, accounts receivable and other income derived from the Debtor's operations to fund its operating expenses and costs of administration in this Chapter 11 case. Synovus Bank, First Citrus Bank, and Integrated Commercialization Solutions, LLC, allegedly hold blanket liens on the Debtor's assets. The Debtor is prohibited from use of cash collateral. However, expenditures in excess of the line items in the budget or not on the budget will not be deemed to be unauthorized use of cash collateral, unless the recipient cannot establish that the expense would be entitled to administrative expense priority if the recipient had extended credit for the expenditure. Expenditures in excess of the line items in the budget or not on the budget may, nonetheless, give rise to remedies in favor of the Secured Creditor. The Debtor is not authorized to use cash collateral for payments to insiders. Upon reasonable notice, and provided that it does not unreasonably interfere with the business of the Debtor, the Debtor will grant to the Secured Creditor access to Debtor's business records and premises for inspection. The Secured Creditor 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 copy of the court order is available at: http://bankrupt.com/misc/flmb17-08224-62.pdf About OPES Health Channelside OPES Health Channelside, LLC, based in Tampa, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-08224) on Sept. 27, 2017. The Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Victor D. Cruz, as manager of Multi-Specialty Enterprises, LLC, manager of the Debtor. Buddy D. Ford, Esq., and Jonathan A. Semach, Esq., at Buddy D. Ford, P.A., serve as bankruptcy counsel to the Debtor. OWEN & MINOR: Fitch Cuts IDR to BB+ & Revises Outlook to Negative ----------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Rating (IDR) of Owen & Minor, Inc. to 'BB+' from 'BBB-'. The Rating Outlook is revised to Negative from Stable. A full list of rating actions follows at the end of this release. The downgrade and Negative Outlook reflect OMI's shift toward a more acquisitive growth strategy, higher financial leverage, and the expectation of weaker revenues and margins (in the core business) caused by ongoing pricing pressure resulting from the stronger negotiating leverage of group purchasing organizations. The Negative Outlook also reflects the absence of tangible debt reduction targets over the near term. Fitch expects that total debt/EBITDA will remain elevated above 3.5x through 2019; in addition, OMI is expected to continue to face pricing and margin pressures through 2019 resulting from significant consolidation of both the company's customers and suppliers, which has reduced OMI's bargaining power. KEY RATING DRIVERS Strong Market Share: OMI holds a strong share of the steady and oligopolistic market for the distribution of medical-surgical (med-surg) products to U.S. acute care providers. Fitch believes OMI's strategy, which is based on organic and acquisition growth, positions it to maintain or grow market share in the medium term, albeit at lower profitability, particularly in light of ongoing expansion initiatives among large integrated care delivery networks (IDNs) in the U.S. Entering Home Health Distribution: Fitch views the home health segment that OMI is entering via the Byram acquisition as a logical extension of its relationship with existing supplier customers and should benefit from more favorable tailwinds and customer concentration than in other post-acute settings. Nonetheless, this segment has limited overlap with OMI's business, introduces new operational risk, and Fitch has not incorporated any cost or revenue synergies into its projections. Acquisition of Halyard Health Business: The proposed acquisition of the surgical and infection prevention business of Halyard Health offers OMI the opportunity to increase its scale and profitability by expanding the portfolio of products it can distribute through its existing markets and to open new channels. However, the acquisition materially raises the company's gross leverage and integration risk at a time when it is also attempting to attain improved operational efficiencies in its core businesses. Low Growth, Margins: Fitch expects stable organic growth in the low single digits. Inherently low EBITDA margins in the core business (2.9% in 2016) are expected to remain under pressure in 2018 but overall margins should benefit from the higher-margin home health segment thereafter. The higher-margin Halyard businesses and growth in value-adding services, such as OMI's 3PL and kitting offerings, should provide an offset to Fitch's expectation for overall margin pressures associated with the growth of OMI's largest customers over the long term. Modest FCF Relative to Pro Forma Debt, Future Acquisitions in Focus: Cash flows are consistent and sufficient for OMI to plan an accelerated repayment of the term loans that OMI has and will enter into to finance the Byram and Halyard transactions. Fitch expects OMI will maintain dividends at the current rate and continue to repurchase shares to the extent necessary to offset stock-based compensation dilution. Fitch views the Halyard transaction as a shift in strategy to emphasize leveraged acquisitions in response to tepid organic growth; as a result, there could be negative momentum in the ratings depending on the extent and timing of OMI's deleveraging. DERIVATION SUMMARY OMI's 'BB+' IDR reflects the issuer's competitive position as a leading healthcare distribution company, steady cash generation and customer loyalty despite low absolute margins. In 2017, OMI has completed one acquisition (Byram Healthcare) for approximately $380 million and has entered into an agreement to acquire the surgical and infection prevention business of Halyard Health, Inc. for approximately $710 million. The result is that OMI's leverage is expected to rise above 4.5x by year-end 2018 but into the 3.5x-4x range by year-end 2019. The material increase in financial risk along with continued pressure on revenue and margins supports an IDR within the 'BB' category. OMI's smaller scale in an industry with high fixed costs, where scale influences leverage with suppliers and customers, and modestly higher leverage all lead Fitch to rate the company below AmerisourceBergen Corp. (A-/ Stablr), Cardinal Health, Inc. (BBB+/Negative) and McKesson Corp. (BBB+/Stable). KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Total revenues from the core business decline 3%-4% in 2017 to reflect the loss of a contract, offset in part by 2% organic growth and grow by 2% thereafter. -- Operating EBITDA margins for the core business are assumed to compress further in both 2017 and 2018 to 2.7% before stock- based compensation and improve to 2.9% thereafter indicative of execution of management's strategic initiatives. -- The Byram acquisition closes in third quarter 2017 (3Q17) with a mid- to high-single-digit margin. -- The Halyard acquisition closes in 1Q18 with a high-single- digit margin. -- Fitch assumes OMI will use cash on hand and bank financing including its revolving credit facility to fund the Halyard acquisition and will convert to permanent financing later in 2018. Fitch has assumed OMI will use some bank debt to facilitate faster repayment than senior unsecured notes. -- Fitch assumes OMI spends $50 million in 2017 and $78 million in 2018 on capex and 0.5% of revenues thereafter. Fitch has also assumed OMI continues to pay common dividends at the current rate, repurchases shares to offset dilution from stock-based compensation and spends $25 million per year on tuck-in acquisitions in 2019 and 2020. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action Positive rating momentum is unlikely over the next couple of years because of the company's shift to growing through leveraged acquisitions and the expectation of heightened competition. Fitch believes that OMI may reach debt/EBITDA near 3.5x by the end of 2019; however, that level of gross leverage would be inconsistent with the company's prior conservative financial policy. If the Byram and Halyard acquisitions contribute to both revenue and EBITDA growth, along with stable growth in the core business resulting in debt/EBITDA approaching 2x, an upgrade to the 'BBB' category could be supported. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action A downgrade is possible if OMI is unable to generate sufficient revenue and EBITDA growth to support its significantly higher debt load following the Byram and Halyard acquisitions. Fitch will monitor whether OMI can successfully integrate both acquisitions and reduce its debt load. If debt/EBITDA is not trending toward 3.5x or lower by year-end 2019, the ratings could be downgraded. LIQUIDITY Adequate Liquidity, Simple Structure: OMI's liquidity profile is appropriate pro forma for the recently expanded revolving credit facility (RCF) and term loan. Liquidity consists of $38 million of readily available cash as of Sept. 30, 2017 ($60.7 million of cash is held by foreign subsidiaries), $250 million of term loan proceeds and $478 million available under the $600 million RCF due 2022 less $380 million for the Byram acquisition. OMI's capital structure consists of the RCF, the term loan and the senior unsecured notes due 2021 and 2024. Fitch expects the Halyard acquisition will be financed with debt. FULL LIST OF RATING ACTIONS The following ratings have been downgraded: Owens & Minor, Inc. -- IDR to 'BB+' from 'BBB-'; -- Sr. unsecured notes to 'BB+' from 'BBB-'. Owens & Minor Distribution, Inc. / Owens & Minor Medical, Inc. / Barista Acquisition I, LLC / Barista Acquisition II, LLC -- IDR to 'BB+' from 'BBB-'; -- Sr. unsecured revolving credit facility to 'BB+' from 'BBB-'; -- Sr. unsecured term loan to 'BB+' from 'BBB-'. The Rating Outlook is revised to Negative from Stable. OWENS & MINOR: Moody's Puts Ba1 CFR Under Review for Downgrade -------------------------------------------------------------- Moody's Investors Service placed the ratings of Owens & Minor, Inc., including its Ba1 Corporate Family Rating and senior unsecured ratings on review for downgrade. Moody's also affirmed the SGL-2 Speculative Grade Liquidity rating. RATINGS RATIONALE The review was prompted by the company's announcement that it has signed a definitive agreement to acquire the surgical and infection prevention business of Halyard Health, Inc.(Ba3 Rating under review for downgrade) for about $710 million. Moody's expects the acquisition to be funded largely with new debt. OMI expects this transaction to close in the first quarter of 2018, subject to regulatory approvals. Moody's expects that the acquisition will increase OMI's financial leverage significantly. Assuming the transaction is fully debt-financed, Moody's estimates that pro forma adjusted debt/EBITDA will rise to over 4.5x at close, from around 3.9x currently. While leverage will increase, Moody's believes that the addition of Halyard's surgical and infection prevention business will help OMI increase scale, gain geographical diversification and strengthen its product offerings. The ratings review will focus on, (1) the company's plans and ability to reduce leverage , (2) possible synergies that OMI can realize from the acquisition; (3) Moody's assessment of the overall impact of the acquisition on OMI's business portfolio and projected key credit metrics and (4) the fundamental outlook for OMI's business. Ratings placed under review for downgrade: Owens & Minor, Inc. Corporate Family Rating at Ba1 Probability of Default Rating at Ba1-PD Senior unsecured notes at Ba1 (LGD4) Outlook: Changed to Rating Under Review from Negative The following rating was affirmed: Speculative grade liquidity rating at SGL-2 OMI's Ba1 Corporate Family Rating (on review for downgrade) reflects OMI's position as one of the leading medical and surgical supply distributors, with its relatively large revenue base and established customers. The rating is constrained by the company's thin EBITDA margin and historically volatile working capital, a characteristic inherent to distribution companies particularly when onboarding new customers. Additionally, the ratings reflect headwinds resulting from the loss of large contracts and ongoing pricing pressure from both suppliers and customers, including large hospital group purchasing organizations. The Speculative Grade Liquidity Rating of SGL-2 reflects the company's good liquidity profile, including positive free cash flow and access to a revolving credit facility. Moody's will assess the impact of the Halyard acquisition on OMI's liquidity as the close of the transaction nears. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. Owens & Minor, Inc. ("OMI"), founded in 1882, is a national provider of distribution and logistics services to the healthcare industry and a European provider of logistics services to pharmaceutical, life-science, and medical-device manufacturers. OMI generates revenue of nearly $10 billion. PACKERS HOLDINGS: Moody's Affirms B3 CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service affirmed Packers Holdings, LLC's (known as "PSSI") B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR) following the company's announced refinancing transaction that will include a sizable dividend. Moody's also assigned a B2 rating on the company's proposed first lien senior secured credit facilities, consisting of a $575 million term loan due 2024 and a $50 million revolver expiring in 2022. The rating outlook is stable. PSSI's refinancing transaction is very aggressive and includes a $340 million dividend payment to the company's existing shareholders, causing pro forma Moody's-adjusted debt leverage to rise to about 8.3x from 5.2x estimated at September 30, 2017. The refinancing includes new $625 million of first lien credit facilities and new $280 million senior unsecured notes due 2025 that will be privately placed and unrated. The resulting $340 million increase in debt will weaken other credit metrics of the company, including its EBITA to interest coverage to 1.8x from 2.6x, and incrementally reduce free cash flow. In this transaction, PSSI expects to reduce pricing on both its secured facility and unsecured notes. The CFR affirmation reflects the company's track record of growth organically and through acquisitions, ability to improve margins and de-lever, generate solid free cash flow, and maintain good liquidity. Credit supportive factors also include favorable industry fundamentals, non-discretionary demand for the company's sanitation services and a highly-regulated environment. These factors support visible revenue and cash flow that is resilient in a range of economic environments. Over the next 12 to 18 months, Moody's expects PSSI to demonstrate low single-digit organic revenue growth at stable margins supplemented by growth through acquisitions, and solid free cash flow, which would be applied to debt repayment. Adjusted debt to EBITDA is expected to decline towards mid 7.0x. The B2 rating on the first lien facilities, one notch above the CFR, reflects the loss-absorbing support provided by the presence of unsecured debt in the company's capital structure. The B2 ratings are one notch lower than the LGD model-implied outcome because of the potential for additional first lien debt. This includes via the portable capital structure provision in the new credit agreement that would permit an increase in first lien debt-to-EBITDA up to 5.5x (based on the company's definition) from 5.0x at close of the proposed refinancing, thus decreasing the potential recovery rate for this instrument. The following rating actions were taken: Issuer: Packers Holdings, LLC: Corporate Family Rating, affirmed at B3; Probability of Default Rating, affirmed at B3-PD; Proposed $575 million first lien senior secured term loan due 2024, assigned B2 (LGD3); Proposed $50 million first lien senior secured revolving credit facility expiring in 2022, assigned B2 (LGD3); The rating outlook is stable. The B2 ratings on the existing $50 million first lien senior secured revolving credit facility expiring in 2019 and $405 million first lien senior secured term loan B due 2021 have not been changed and will be withdrawn upon close of the transaction. RATING RATIONALE The B3 CFR reflects the high leverage that has persisted since the private equity investor Leonard Green's debt-financed acquisition of PSSI in 2014. Leverage has remained high because of subsequent leveraging transactions and the company's aggressive financial policies given the proposed sizeable shareholder distribution. The rating also reflects the company's acquisitive nature and associated integration risks, as well as long-term risks from potential variability in customer production levels. There is potential exposure to a change in ownership given the portable capital structure associated with the proposed credit agreement and the resulting uncertainties regarding the future operating strategy and financial policies that could occur with a change of control. The rating favorably reflects the stability and recurring nature of the company's revenues given the non-discretionary need for the daily sanitation services it provides to protein and other food manufacturers and the strict regulatory environment in the food processing industry. Other supportive factors include PSSI's solid market position and long-term relationships with large food processing customers in North America, and industry trends towards increased outsourcing of sanitation services. The rating is also supported by the relative stability of the company's operating margins and solid free cash flow generation. The stable rating outlook reflects Moody's expectation that the company's organic contract growth will translate into growing EBITDA and free cash flow generation, resulting in consistent de-leveraging over the next 12 to 18 months. PSSI's good liquidity profile is supported by its solid free cash flow generation, availability under the $50 million revolving credit facility due 2022, and Moody's expectation that the company will maintain ample cushion under the springing first lien net leverage financial covenant in the credit agreement. The ratings could be upgraded if Moody's expects the company to sustain leverage below 6.0x adjusted debt to EBITDA, while maintaining profitability, a prudent approach to acquisitions and good liquidity. The ratings could experience downward pressure if leverage does not consistently trend towards 7.0x, if EBITA-to-interest coverage weakens to 1.0x, if revenues and/or profitability were to decline meaningfully, or if liquidity deteriorated, including due to a weakening in cash flow. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Packers Holdings, LLC (known as "PSSI"), founded in 1972 and headquartered in Kieler, Wisconsin, is a provider of contract sanitation services to the food processing industry in the U.S. and Canada. The company serves 476 customer locations, including protein (about 86% of revenue) and non-protein facilities. In the LTM period ending September 30, 2017, PSSI generated approximately $792 million in revenues. PANADERIA Y REPOSTERIA: Plan Confirmation Hearing Set for Nov. 30 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico is set to hold a hearing on Nov. 30 to consider approval of the Chapter 11 plan of reorganization for Panaderia Y Reposteria Pontevedra Inc. The court will also consider at the hearing final approval of the company's disclosure statement, which it conditionally approved last month. The order, signed by Judge Edward Godoy, required creditors to file their objections and cast their votes accepting or rejecting the plan at least 14 days prior to the hearing. Under the proposed plan, general unsecured creditors will be paid 10.28% of their allowed claims or $15,775. They will receive a monthly payment of $263, including 2% interest per annum. No distribution will be made to Claims No. 3 and 4 held by Popular Auto, Claim No. 8 of PR Department of Treasury, and Claim No. 13 of Banco Popular. General unsecured creditors assert a total of $1,289,576.93. Payments under the plan will be funded from Panaderia's income from the operation of its business, according to the company's disclosure statement. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/prb17-01280-68.pdf About Panaderia Y Reposteria Panaderia Y Reposteria Pontevedra Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-01280) on February 27, 2017. The petition was signed by Carlos R. Rodriguez Torres, president. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The Debtor hired Modesto Bigas Law Office as counsel. PEEKAY ACQUISITIONS: Plan Outline Okayed, Plan Hearing on Nov. 15 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware is set to hold a hearing on Nov. 15 to consider approval of the Chapter 11 plan of liquidation for Peekay Acquisition, LLC and its affiliates. The court will also consider at the hearing final approval of the companies' disclosure statement, which it approved on an interim basis on Oct. 19. The order set a Nov. 10 deadline for creditors to file their objections to the proposed plan and disclosure statement. Under the companies' latest plan, creditors holding Class 6 general unsecured claims will receive no distribution and are deemed to have rejected the plan. Class 6 claims also include those arising from the rejection of an executory contract. The latest plan also includes and effectuates a settlement agreement, which resolves all issues among Peekay, lenders and the buyer TLA Acquisition Corp. Under the agreement, TLA will issue a promissory note on the effective date of the plan for the benefit of lenders holding allowed Term B loan claims. The note has the following terms: (i) principal amount is $400,000; (ii) no payment of interest; (iii) four-year term; and (iv) principal payments will be made in equal installments once per year, beginning on the date that is six months after the effective date, with each next installment made on the 12 month anniversary of the last payment. Upon the issuance of the note and execution and delivery of its opt-in election to TLA, a Term B lender will be deemed to have released its claims against Peekay and its estate, according to the company's latest disclosure statement. A copy of the amended disclosure statement is available for free at: http://bankrupt.com/misc/deb17-11722-327.pdf About Peekay Acquisition Headquartered in Auburn, Washington, Peekay -- http://www.loverspackage.com/-- is a specialty retailer of a broad selection of lingerie, sexual health and wellness products and accessories. Peekay owns and operates 47 retail stores across six states under the brand names "Christals," "LoVerS," "ConReV" and A. "A Touch of Romance." Peekay Acquisitions, LLC, and its affiliates each sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11722) on Aug. 10, 2017. The petitions were signed by Albert Altro, chief restructuring officer. Judge Brendan Linehan Shannon presides over the cases. Peekay Acquisition estimated its assets between $10 million and $50 million and its debts between $50 million and $100 million. Landis Rath & Cobb LLP serves as the Debtors' bankruptcy counsel. The Debtors hired SSG Advisors, LLC, as investment banker and Traverse, LLC, as financial advisor. Rust Consulting/Omni Bankruptcy serves as claims and noticing agent. On Aug. 21, 2017, five creditors were named to serve in the official committee of unsecured creditors in the Debtors' cases. The panel tapped Cullen and Dykman LLP as general counsel; Whiteford, Taylor & Preston LLC as Delaware counsel; and The DAK Group, Ltd., as financial advisor. PIONEER ENERGY: S&P Affirms 'B-' CCR on New Debt Issuance --------------------------------------------------------- S&P Global Ratings affirmed its 'B-' corporate credit rating on Pioneer Energy Services Corp. The outlook is negative. S&P said, "At the same time, we assigned a 'B+' issue-level rating to the company's new $175 million secured term loan B. The recovery rating is '1', indicating our expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. "We also lowered our issue-level rating on the company's senior unsecured debt to 'CCC' from 'B-'. We revised the recovery rating to '6' from '4', indicating our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "Our rating affirmation follows Pioneer's announcement of a new $175 million term loan B and implementation of a new $75 million ABL revolving credit facility. The company will use proceeds of the new term loan to pay down the current ABL, which was scheduled to mature in 2019, and provide additional liquidity. In addition, given better–than-expected results through the third quarter of 2017, we have raised our revenue and margin forecasts for the next two years. With the increase of the U.S oil and gas rig count from 2016 lows, the company has significantly increased year-over-year revenues and margins (and even quarter-over-quarter increases in 2017) in both its production services and drilling segments. We expect demand for the company's 16 domestic high-end alternating current (AC) rigs will remain strong at 100% utilization and that approximately four to six rigs of its eight rigs in Colombia will be put to work for the full year 2018. We expect market conditions for the production services segment to continue as focus shifts from drilling to completions over the next year. The increase in our operating assumptions helps offset the additional secured debt on the balance sheet, although we note that leverage measures remain elevated in 2018. "The negative outlook reflects our view that leverage measures will remain elevated in 2018 and could weaken further if revenue and margins rise less than we forecast as the U.S. oil and gas drilling rig count stabilizes at current levels. "We would consider a downgrade if the company's operating performance deteriorates such that leverage measures become unsustainable in our view or liquidity becomes less than adequate. Such a scenario would likely occur if drilling activity contracts or if margin improvements fail to materialize. "We could revise the outlook to stable if liquidity remains adequate and leverage measures show sustained improvement toward 12% FFO to debt. Such a scenario could occur if market conditions improve such that drilling activity increases beyond our current expectations." PITNEY BOWES: Moody's Revises Outlook to Neg. & Affirms Ba1 CFR --------------------------------------------------------------- Moody's Investors Service affirmed the Ba1 Corporate Family Rating of Pitney Bowes Inc. and changed the outlook to negative. RATINGS RATIONALE The revision of the outlook to negative reflects the company's weaker than expected quarterly results, lower full year earnings guidance and announcement that it is reviewing strategic alternatives. Weaker than expected execution in parts of the portfolio lowers Moody's expectations for profit and cash flow over the intermediate term. The company's review of strategic alternatives may lead to changes in the capital structure or business profile. Pitney Bowes' Ba1 CFR reflects the company's leading market presence in the highly regulated mail metering market, long standing customer relationships under long-term contracts and growth opportunities in its digital commerce business. Given the recent weak earnings performance, it is likely that Pitney Bowes will operate with debt leverage of over 4.5 times over the next few quarters. Although Moody's view the company's recent acquisitions (including the Newgistics acquisition) as strategically sound, as they expand the company's product offerings around e-commerce fulfillment and shipping services, execution risks and costs of integrating Newgistics will strain the company's credit metrics over the next couple of years. The company has announced a new $200 million cost reduction program to better align its cost structure with its business prospects. The ratings could be downgraded if the persistent revenue contraction is not reversed, if adjusted debt to EBITDA remains above 4.0x or if free cash flow to debt remains in the low single digits. The rating would also be pressured if the company's strategic review diminishes cash flow generating assets without a compensating reduction in debt or otherwise favors shareholders to the detriment of creditors. The ratings may be upgraded if Pitney Bowes demonstrates a track record of consistent revenue growth and operating margin improvement, while adjusted debt/EBITDA leverage is maintained comfortably below 3 times and free cash flow to adjusted debt grows to double digits. Ratings affirmed include: Corporate Family Rating -- Ba1 Probability of Default Rating -- Ba1-PD Senior Unsecured Notes -- Ba1 (LGD4) Senior Unsecured Shelf -- (P) Ba1 Preferred Shelf -- (P) Ba3 Subordinate Shelf --(P) Ba2 Speculative Grade Liquidity Rating at SGL-1 Outlook changed to negative from stable Pitney Bowes' SGL-1 rating reflects the company's very good liquidity position, supported by cash and short term investment balances of $1.7 billion at September 30, 2017. Including the early October funding of the Newgistics acquisition and $350 million debt repayment, Moody's expects cash will be maintained in excess of $700 million over the next 12-15 months. Free cash flow generation (after dividends), however, will likely be lower than Moody's previous expectation of over $150 million (Moody's adjusted), as a result of a weaker earnings outlook. The company's liquidity is supplemented by a $1 billion revolving credit facility, which Moody's expects will remain largely undrawn. Moody's expects the company to remain within the financial maintenance covenants tied to its debt facilities. Based in Stamford, CT, Pitney Bowes is a leading global provider of integrated mail, messaging and document management solutions that includes postage meters, mailing equipment and related document messaging services and software, mail and marketing services. The principal methodology used in these ratings was Diversified Technology Rating Methodology published in December 2015. PORTER BANCORP: Reports $1.79 Million Net Income for Third Quarter ------------------------------------------------------------------ Porter Bancorp, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $1.79 million on $9.44 million of interest income for the three months ended Sept. 30, 2017, compared to net income of $1.39 million on $8.93 million of interest income for the three months ended Sept. 30, 2016. After deductions for earnings allocated to participating securities, net income available to common shareholders was $1.7 million and $5.1 million for the three and nine months ended Sept. 30, 2017, respectively, compared with net income available to common shareholders of $1.3 million and $3.8 million for the three and nine months ended Sept. 30, 2016, respectively. For the nine months ended Sept. 30, 2017, the Company reported net income of $5.18 million on $27.80 million of interest income compared to net income of $3.88 million on $26.82 million of interest income for the same period a year ago. The Company had $962.96 million in total assets, $922.89 million in total liabilities and $40.06 million in total stockholders' equity as of Sept. 30, 2017. The Company notes the following significant items for the nine months ended Sept. 30, 2017: * The Bank is no longer subject to a consent order with the Federal Deposit Insurance Corporation and Kentucky Department of Financial Institutions. The Company was notified that the Bank's prior consent order was terminated, effective Oct. 31, 2017. * Loan growth outpaced paydowns during the period. Average loans receivable increased approximately $36.2 million or 5.8% to $658.0 million for the nine months ended Sept. 30, 2017, compared with $621.8 million for the first nine months of 2016. This resulted in an increase in interest revenue volume of approximately $1.3 million, which was offset by rate decreases of $852,000 for the nine months Sept. 30, 2017, compared with the nine months of 2016. * Net interest margin decreased three basis points to 3.44% in the third quarter of 2017 compared to 3.47% in the third quarter of 2016. The cost of interest bearing liabilities increased seven basis points to 0.85% in the third quarter of 2017 compared to 0.78% in the third quarter of 2016. Net interest margin increased two basis points to 3.47% in the first nine months of 2017 compared with 3.45% in the first nine months of 2016. The cost of interest bearing liabilities increased two basis points to 0.81% in the first nine months of 2017 compared with 0.79% in the first nine months of 2016. * During the period, the Company's improving trends in non- performing loans, past due loans, and loan risk categories continued. The Comoany recorded no provision for loan losses expense during the first nine months of 2017, compared to negative provisions for loan losses expense of $1.9 million for the first nine months of 2016 and $750,000 for the third quarter of 2016. Both were attributable to declining historical loss rates, improvements in asset quality, and management's assessment of risk in the loan portfolio. Net loan recoveries were $10,000 for the first nine months of 2017, compared to net loan charge-offs of $652,000 for the first nine months of 2016. * Non-performing loans decreased by $3.4 million to $5.8 million at Sept. 30, 2017, compared with $9.2 million at Dec. 31, 2016. The decrease in non-performing loans was primarily due to $4.5 million in paydowns and $528,000 in charge-offs which were partially offset by $2.0 million in loans placed on nonaccrual. * Loans past due 30-59 days decreased from $2.3 million at Dec. 31, 2016, to $872,000 at Sept. 30, 2017, and loans past due 60-89 days increased from $315,000 at Dec. 31, 2016 to $612,000 at Sept. 30, 2017. Total loans past due and nonaccrual loans decreased to $7.3 million at Sept. 30, 2017, from $11.8 million at Dec. 31, 2016. * Pass loans represent 92.8% of the portfolio at Sept. 30, 2017, compared to 91.7% at Dec. 31, 2016. During the nine months ended Sept. 30, 2017, the pass category increased approximately $46.8 million, the watch category increased approximately $4.7 million, the special mention category increased approximately $101,000, and the substandard category declined approximately $8.3 million. The $8.3 million decrease in loans classified as substandard was primarily driven by $5.8 million in principal payments received , $4.5 million in loans upgraded from substandard, $623,000 in charge-offs, and $270,000 in loans moved to OREO, offset by $2.8 million in loans moved to substandard during the period. * Foreclosed properties were $6.3 million at Sept. 30, 2017, compared with $6.8 million at Dec. 31, 2016, and $7.1 million at Sept. 30, 2016. During the first nine months of 2017, the Company acquired $270,000 and sold $738,000 of OREO. Operating expenses and fair value write downs, net of net gain on sales totaled $1.3 million for the first nine months of 2016 compared to $92,000 for the first nine months of 2017. * The Company's ratio of non-performing assets to total assets, including accruing TDRs, decreased to 1.38% at Sept. 30, 2017, compared with 2.26% at Dec. 31, 2016, and 2.55% at Sept. 30, 2016. * Non-interest income decreased $291,000 to $3.4 million for the first nine months of 2017, compared with $3.6 million for the first nine months of 2016. The decrease was driven primarily by reductions in OREO income of $451,000, partially offset by a $195,000 increase in service charges on deposits. * Non-interest expense decreased $2.7 million to $21.3 million for the first nine months of 2017 compared with $23.9 million for the first nine months of 2016, primarily due to a reduction in OREO expenses of approximately $1.2 million, a reduction of professional fees of $475,000, a reduction of litigation and loan collection expense of $454,000, and a reduction of FDIC insurance expense of $403,000. * Deposits increased 2.0% to $866.8 million at Sept. 30, 2017, compared with $849.9 million at Dec. 31, 2016. Noninterest-bearing demand deposits increased 7.6% from $124.4 million at Dec. 31, 2016, to $133.9 million at Sept. 30, 2017. Certificate of deposit balances increased $938,000 during the first nine months of 2017 to $446.6 million at Sept. 30, 2017, from $444.6 million at Dec. 31, 2016. Money market deposits increased 10.1% at Sept. 30, 2017 compared with Dec. 31, 2016. * On June 30, 2017, the Company entered into a $10.0 million senior secured loan agreement with a commercial bank. The loan matures on June 30, 2022. Interest is payable quarterly at a rate of three-month LIBOR plus 250 basis points through June 30, 2020, at which time quarterly principal payments of $250,000 plus interest will commence. The loan is secured by a first priority pledge of 100% of the issued and outstanding stock of the Bank. The Company may prepay any amount due under the promissory note at any time without premium or penalty. The Company contributed $9.0 million of the borrowing proceeds to the Bank as common equity Tier 1 capital. The remaining $1.0 million of the borrowing proceeds was retained by the lender in escrow to service quarterly interest payments. At Sept. 30, 2017, the escrow account had a balance of $903,000. A full-text copy of the Form 10-Q is available for free at: https://is.gd/RnDAUn Porter Bancorp posted a revised investor presentation slide deck to its website on Thursday, Nov. 2, 2017. A copy of the slide presentation is available for free at https://is.gd/PFhFQS About Porter Bancorp Porter Bancorp, Inc. (NASDAQ: PBIB) -- http://www.pbibank.com/-- is a Louisville, Kentucky-based bank holding company which operates banking centers in 12 counties through its wholly-owned subsidiary PBI Bank. The Company's markets include metropolitan Louisville in Jefferson County and the surrounding counties of Henry and Bullitt, and extend south along the Interstate 65 corridor. The Company serves southern and south central Kentucky from banking centers in Butler, Green, Hart, Edmonson, Barren, Warren, Ohio and Daviess counties. The Company also has a banking center in Lexington, Kentucky, the second largest city in the state. PBI Bank is a traditional community bank with a wide range of personal and business banking products and services. Porter Bancorp reported a net loss of $2.75 million for the year ended Dec. 31, 2016, a net loss of $3.21 million for the year ended Dec. 31, 2015, and a net loss of $11.15 million for the year ended Dec. 31, 2014. The Company said in its 2016 Annual Report that, "Regulatory restrictions have limited our ability to pay interest on the junior subordinated debentures that underlie our trust preferred securities. If we cannot pay accrued and unpaid interest on these securities for more than twenty consecutive quarters, we will be in default." "At December 31, 2016, we had an aggregate obligation of $21.4 million relating to the principal and accrued unpaid interest on our four issues of junior subordinated debentures, which has resulted in a deferral of distributions on our trust preferred securities. Although we are permitted to defer payments on these securities for up to five years (and we commenced doing so in 2016), the deferred interest payments continue to accrue until paid in full. Our deferral period expires after the second quarter of 2021." "Our holding company debt could make it difficult to recapitalize or enter into a business combination transaction because any investor or purchaser would effectively assume the outstanding liability on the debt in addition to the amount of funds such investors or purchaser would need to provide in order to recapitalize the Bank and the Company." PRIME SIX: Unsecured Creditors to Get $5,949 Annually Over 5 Years ------------------------------------------------------------------ Prime Six, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of New York an amended disclosure statement dated October 3, 2017 in support of the Debtor's amended Chapter 11 plan of reorganization. Under the Plan, Class 3 consists of all allowed general unsecured claims against the Debtor. The Debtor believes that viable general unsecured claims aggregate $594,825.84 primarily owed to general unsecured trade vendors and to the IRS and the NYSDOTF for the unsecured portions of their respective Claims. Class 3 is impaired under the Plan. The Debtor calculates it will pay an aggregate of approximately $29,741 to satisfy all of the Allowed Class 3 Claims which the Debtor intends to pay in cash in an amount equal to the a pro rata share of the profits earned annually: (i) starting on the Effective Date or as soon as practicable after the later of (a) the Effective Date or (b) on the date the Claim becomes an allowed general unsecured trade claim; (ii) in equal annual payments of approximately $5,948.69 beginning on the Effective Date and continuing over a period ending not later than five years after the Effective Date together with interest at the federal funds rate of interest on the Effective Date unless the creditor will agree to different treatment with the Debtor. All payments will be applied first to principle and thereafter to interest directly to such allowed holders from its earned profits from continued operations after payment of Secured and Priority quarterly Tax distributions. In order for the Debtor's Plan to be implemented, the Debtor's sole Equity Interest Holder, Akiva Ofshtein, Esq. will make a contribution to the Debtor equal to 100% of the forced liquidation value of all of the Debtor's equipment and inventory (at least $10,000 plus cash on hand on the day before the Effective Date estimated at $2,000). In addition, the Stockholder will remain personally liable for payment of those Tax Claims not otherwise paid in quarterly installments by the Debtor, pursuant to the priorities established by Bankruptcy Code. The Stockholder will retain his Equity Interest in the Reorganized Debtor and the Debtor will be relieved of all liability for such claims or judgments, including the legal defense thereof, arising therefrom upon payment therefore in full, subject to the condition that: (a) the Stockholder contributes the abovementioned cash; (b) remains personally liable for all unpaid Tax Claims; and (c) waives payment and contributes the reasonable value of his annual services as President estimated for five years, at no less than $75,000 per year (or an aggregate of $375,000) to be rendered to the Debtor without salary. A full-text copy of Debtor's Amended Disclosure Statement, dated October 3, 2017, is available for free at https://is.gd/CKiP2a Attorneys for the Debtor: RANDALL S. D. JACOBS, PLLC 30 Wall Street, 8th Floor New York, New York 10005 Tel.: (212) 709-8116 Fax: (973) 226-8897 Email: rsdjacobs@chapter11esq.com About Prime Six Prime Six Inc. dba Woodland NYC, based in Brooklyn, N.Y., filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-40104) on Jan. 11, 2017. The Hon. Carla E. Craig presides over the case. Randall S. D. Jacobs, Esq., serves as bankruptcy counsel. In its petition, the Debtor declared $47,417 in total assets and $1.45 million in total liabilities. The petition was signed by Akiva Ofshtein, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb17-40104.pdf QUADRANT 4: First Tek-Led Auction of Stratitude Assets on Nov. 28 ------------------------------------------------------------------ Judge Jack B. Schmetterer ask the U.S. Bankruptcy Court for the Northern District of Illinois authorized the bidding procedures and the Stalking Horse Asset Purchase Agreement of Quadrant 4 System Corp. and affiliates with First Tek Inc., in connection with the sale of substantially all assets of Stratitude, Inc., related to its ongoing business operations, for $1,500,000, subject to overbid. A hearing on the Motion was held on Oct. 31, 2017 at 10:30 a.m. First Tek Inc.'s offer of $1.5 million is approved as the stalking horse bid for the Acquired Assets and will be subject to other qualifying bids pursuant to the Bidding Procedures. The notice of hearing and auction dates for the Sale of the Acquired Assets of the Debtor and related deadlines is approved and will be served by the Debtor as further provided in the Order. The Bidding Procedures, including the bid protection, break-up fee, and all deadlines set forth in the Bidding Procedures, and the Bid Protection and Break-Up Fee are approved in all respects subject to the terms hereof. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 20, 2017 at 5:00 p.m. (CT) b. Deposit: $170,000 c. Initial Bid Amount: $1,700,000 d. Auction: The Debtor will conduct the Auction of the Acquired Assets at the offices of its counsel, Adelman & Gettleman, Ltd., 53 West Jackson Boulevard, Suite 1050, Chicago, Illinois 60604 commencing at 10:00 a.m. (CT) on Nov. 28, 2017, or such other date and time established by the Court. e. Bid Increments: $50,000 f. Assets Sold As Is, Where Is: The Acquired Assets will be sold on an "as is, where is" basis and without representations or warranties of any kind. g. Sale Objection Deadline: Nov. 29, 2017 at 5:00 p.m. (CT) h. Sale Hearing: Nov. 30, 2017 at 10:30 a.m. (CT) A copy of the Bidding Procedures and the Notice attached to the Order is available for free at: http://bankrupt.com/misc/Quadrant_4_218_Order.pdf In the event that the Stalking Horse Offer is the only qualifying bid, the Debtor will have the right to cancel the Auction, and proceed directly to the sale hearing to seek entry of a sale order approving the Stalking Horse Offer. On Nov. 22, 2017, the Debtor will file the Assignment Notice with the Court and serve same on each non-debtor party to the Contracts and Leases. Except as otherwise provided in the Bidding Procedures Order, the Debtor reserves the right, as it may reasonably determine to be in the best interests of its estate after consultation with the Debtor's financial consultants, Silverman Consulting, Inc.; the Debtor's investment bankers, Livingstone Partners, LLC; the Debtor's senior secured lender, BMO Harris Bank, N.A., and the Committee, to: (a) determine which Bidder is a Qualifying Bidder; (b) determine which Bids are Qualifying Bids; (c) determine which Qualifying Bid is the highest or otherwise best proposal and which is the next highest or otherwise best proposal; and (d) reject any Bid. The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are waived and the Bidding Procedures Order will be effective immediately upon its entry. BMO (or its designee) is deemed a qualified bidder and will be entitled to: (i) immediate access to all information concerning the Debtor that is otherwise available to all Potential Bidders; and (ii) credit bid all or a portion of its claim against the Debtor, without otherwise complying with the Bidding Procedures. Any Bid submitted by BMO, regardless of the amount of such Bid, is deemed a Qualifying Bid. About Quadrant 4 System Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/-- sells IT products and services. Its revenues are primarily generated from the placement of staffing or solution consultants, and the sale and licensing of its proprietary cloud-based Software as a Service (SaaS) systems, as well as a wide range of technology oriented services and solutions. Quadrant's principal executive offices are located in Schaumburg Illinois. The Company also operates its business from various offices located in Naples, Florida; Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury, New Jersey; Pleasanton, California; and Ann Arbor, Michigan. Quadrant 4 System is the 100% owner of the issued and outstanding common stock of Stratitude, Inc., a California corporation, which it acquired on or about Nov. 3, 2016. Concurrently with the Stratitude Acquisition, Stratitude acquired certain of the assets of Agama Solutions, Inc., a California corporation. Both Stratitude and Agama are located in Pleasanton and Fremont, California and are engaged in the IT business. Quadrant 4 System disclosed total assets of $47.05 million and total liabilities of $31.39 million as of Sept. 30, 2016. Quadrant 4 System filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-19689) on June 29, 2017. CEO Robert H. Steele signed the petition. Quadrant 4, which was subject to a securities fraud probe that led to the arrest and resignation of its top two executives seven months ago, sought Chapter 11 protection after reaching a settlement with the U.S. Securities and Exchange Commission and signing deals to sell four business segments for at least $6.9 million. The Chapter 11 case is assigned to Judge Jack B. Schmetterer. The Debtor's bankruptcy attorneys are Adelman & Gettleman, Ltd.'s Chad H. Gettleman, Esq. and Nathan Q. Rugg, Esq. Nixon Peabody LLP acts as special counsel for matters concerning taxes, labor, ERISA, securities compliance, international law, and related matters while Faegre Baker Daniels LLP acts as special counsel for securities litigation. Silverman Consulting Inc., serve as financial consultants to the Debtor, and Livingstone Partners, LLC, as investment banker. On July 10, 2017, a three-member panel was appointed as official committee of unsecured creditors in the Debtor's case. Sugar Felsenthal Grais & Hammer LLP serve as counsel to the Committee and Amherst Partners, LLC as financial advisor. QUEST RARE: Obtains Third Extension to Delay BIA Proposal Filing ---------------------------------------------------------------- Quest Rare Minerals Ltd. on Nov. 6, 2017, disclosed that on Nov. 2, 2017, the Superior Court of Quebec granted Quest Rare Minerals' motion for an extension of the delay to file a proposal pursuant to the provisions of Part III of the Bankruptcy and Insolvency Act, thereby extending the delay to file such proposal until and including November 20, 2017. This is the third extension granted to Quest in the context of the Notice of Intention (NOI) to File a Proposal filed by Quest on July 5, 2017. The additional NOI period will allow Quest to pursue its restructuring efforts and discussions with potential investors with the aim to emerge from insolvency protection for the benefit of all of its stakeholders, including its shareholders. The Company works closely with its trustee PricewaterhouseCoopers Inc (PWC) to evaluate all available recourses and financial alternatives that may allow the Company to resume activities. There can be no guarantee that the Company will be successful in securing financing or achieving its restructuring objectives. Failure by the Company to achieve its financing and restructuring goals will likely result in the Company becoming bankrupt. The Company will continue to provide further updates as developments occur. About Quest Quest Rare Minerals Ltd. ("Quest") is a Canadian-based company focused on becoming an integrated producer of rare earth metal oxides and a significant participant in the rare earth elements (REE) material supply chain. Quest is led by a management team with in-depth experience in chemical and metallurgical processing. Quest's objective is the establishment of major hydrometallurgical and refining facilities in Becancour, Quebec, to separate and produce strategically critical rare earth metal oxides. These industrial facilities will process mineral concentrates extracted from Quest's Strange Lake mining properties in northern Quebec and recycle lamp phosphors utilizing Quest's efficient, eco-friendly "Selective Thermal Sulphation (STS)"1 process. REDROCK WELL: Wells Fargo to Get Monthly Payments Over 5 Yrs at 5% ------------------------------------------------------------------ RedRock Well Service, LLC, filed with the U.S. Bankruptcy Court for the District of Utah a disclosure statement dated Oct. 23, 2017, and related to the Debtor's plan of reorganization dated Sept. 1, 2017, as modified. Class 4 contains the secured claim of the IRS. The IRS initially filed a proof of claim in the secured amount of $395,695.1l. The IRS'S secured claim is based upon three Notices of Federal Tax Lien recorded on Oct. 5, 2015, Dec. 24, 2015, and Oct. 24, 2016. The Debtor and the IRS have reached an agreement that will reduce the secured claim to $535, which is reflected in the IRS's amended proof of claim. The Debtor has agreed to pay the IRS's secured claim in full on the Effective Date of the Plan. This creditor will retain its lien on its collateral until its claim is satisfied in full. Once satisfied this creditor will release its lien on the collateral. Class 5 contains the secured portion of the claim of Wells Fargo. Wells Fargo filed a proof of claim in the amount of $734,028.83, with an acknowledgement that only a portion of the claim is secured. The Debtor and Wells Fargo have stipulated that the amount of Wells Fargo's secured claim is $101,000 less the amount of adequate protection payments the Debtor has made and will make to Wells Fargo through the effective date of the Plan. The Debtor's adequate protection payments to Wells Fargo are in the amount of $3,500 per month; and, the Debtor started making adequate protection payments to Wells Fargo in March 2017. The Debtor anticipates that the last adequate protection payment will be made in December 2017, though the Debtor will continue to make the monthly adequate protection payments to Wells Fargo after that time to the extent the Plan's effective date has not occurred by Jan. 1, 2018. Assuming the total amount of adequate protection payments made to Wells Fargo as of the Effective Date of the Plan is $35,000 ($3,500 per month from March through December 2017), the amount of Wells Fargo's secured claim under the Plan will be $66,000; provided, however, that Wells Fargo's secured claim will be increased or decreased, as applicable, if the actual amount of adequate protection payments differs from the assumption. The Debtor will pay the full amount of the secured portion of Wells Fargo's claim in monthly installments over a period of five years from the Effective Date of the Plan, together with interest thereon at the rate of 5% per annum. Based upon the assumed $66,000 amount for the secured claim, the monthly payment will be $1,245.50. This creditor will retain its lien on its collateral until its claim is satisfied in full. Once satisfied this creditor will release its lien on the collateral. The remainder of Wells Fargo's claim in the amount of $609,528.83 will be treated as a Class 6 nonpriority unsecured claim. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/utb16-29891-74.pdf As reported by the Troubled Company Reporter on Sept. 12, 2017, the Debtor filed with the Court a disclosure statement related to its plan of reorganization dated Sept. 1, 2017, which provided for the continued operation of the Debtor after confirmation by the reorganized Debtor. Repayment of claims would be made from funds generated from the reorganized Debtor's operations. About RedRock Well Service RedRock Well Service, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 16-29891) on Nov. 8, 2016. The petition was signed by Randall G. Shelton, manager. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Kevin R. Anderson. Diaz & Larsen serves as the Debtor's bankruptcy counsel. ROOSTER ENERGY: Corn Meal to Contribute New Equity Consideration ---------------------------------------------------------------- Rooster Energy filed with the U.S. Bankruptcy Court for the Western District of Louisiana a disclosure statement dated Oct. 23, 2017, referring to the Debtor's joint Chapter 11 plan dated Oct. 23, 2017. Class 5 General Unsecured Claims are impaired by the Plan. If the Rooster restructuring closing date occurs, in full and final satisfaction of, and in exchange for, its General Unsecured Claim, each holder of an Allowed Class 5a Claim will receive the holder's pro rata share of the Rooster Energy General Unsecured Claim Distribution Fund. Each holder of an Allowed Class 5b Claim will receive the holder's pro rata share of the Rooster O&G General Unsecured Claim Distribution Fund, and each holder of an Allowed Class 5c Claim will receive the holder's pro rata share of the Rooster Petroleum Unsecured Claim Distribution Fund. Alternatively, if the Section 363 closing date occurs, in full and final satisfaction of, and in exchange for, its General Unsecured Claim, each holder of an Allowed Class 5a Claim will receive the holder's pro rata share of the Rooster Energy General Unsecured Claim Distribution Fund, each holder of an Allowed Class 5b Claim will receive the holder's pro rata share of the Rooster O&G General Unsecured Claim Distribution Fund, and each holder of an Allowed Class 5c Claim will receive the holder's pro rata share of the Rooster Petroleum Unsecured Claim Distribution Fund; provided, however, that the Disbursing Agent will establish the U.S. Trustee Fees Reserve from each of the General Unsecured Claim Distribution Funds in accordance with Section 2.7 of the Rooster Plan. Corn Meal, in its absolute discretion, may exercise the option to consummate the Rooster Restructuring as provided for in the Rooster Plan, or may exercise the Section 363 Election as provided for in Article 6 of the Rooster Plan. Notice of the Rooster Section 363 Election will be filed in the Rooster Chapter 11 cases no later than five business days before the voting deadline. If Corn Meal does not timely make a Section 363 Election, as of the Rooster Restructuring Closing Date, Corn Meal and other Entities in the CM Group will contribute the New Equity Consideration, and these will occur: (i) Cancellation of the Equity Interests. On the Rooster Restructuring Closing Date, the Equity Interests in the Rooster Debtors will be cancelled, released and discharged, and the Rooster Debtors and the Reorganized Rooster Debtors will have no continuing obligations thereunder; (ii) New Corporate Governance Documents. As of the Rooster Restructuring Closing Date, each of the Reorganized Rooster Debtors will adopt the New Corporate Governance Documents. The New Corporate Governance Documents will be filed as Rooster Plan Supplements 5.3(b); (iii) Issuance of New Equity. In exchange for the New Equity Consideration, the New Equity will be issued as of the Rooster Restructuring Closing Date, and distributed to the Chet Morrison, or his designees, in accordance with the New Equity Ownership Schedule that will be filed as Rooster Plan Supplement 5.3(c). On the Rooster Restructuring Closing Date, shares of New Equity in each of the Reorganized Rooster Debtors will be duly authorized and validly issued, as soon as practicable thereafter, in accordance with the New Equity Ownership Schedule without any further corporate action; and (iv) Reinstatement of the Rooster Petroleum/CM Note. In exchange for the New Equity Consideration, the Rooster Petroleum/CM Note will be Reinstated as of the Rooster Restructuring Closing Date. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/lawb17-50705-523.pdf About Rooster Energy Houston, Texas-based Rooster Energy Ltd. -- http://www.roosterenergyltd.com/-- is an integrated oil and natural gas company with an exploration and production (E&P) business and a downhole and subsea well intervention and plugging and abandonment service business. The Company's operations are located in the state waters of Louisiana and the shallow waters of the Gulf of Mexico, mature regions that have produced since 1936. Rooster Energy, L.L.C., Rooster Energy Ltd., and five other affiliates sought Chapter 11 protection (Bankr. W.D. La. Lead Case No. 17-50705) on June 2, 2017. The petitions were signed by Kenneth F. Tamplain, Jr., president and chief executive officer. In its petition, Rooster Energy L.L.C. estimated $50 million to $100 million in liabilities. Jan M. Hayden, Esq., Lacey Rochester, Esq., Susan C. Mathews, Esq., and Daniel J. Ferretti, Esq., at Baker Donelson Bearman Caldwell & Berkowitz, P.C., serve as bankruptcy counsel. Opportune LLP has been tapped as restructuring advisor. Donlin Recano & Company, Inc., serves as claims, noticing and solicitation agent. On June 23, 2017, the U.S. Trustee appointed three creditors to serve in the official committee of unsecured creditors of the Rooster Petroleum case. On June 22, 2017, the U.S. Trustee appointed two creditors to serve in the official committee of unsecured creditors of the Cochon Properties case. ROTARY DRILLING: Fuqua Construction Loses Bid for Summary Judgment ------------------------------------------------------------------ In the adversary proceeding captioned FUQUA CONSTRUCTION, Plaintiff(s), v. PNC BANK, N.A., Defendant(s), Adversary No. 16-3203 (Bankr. S.D. Tex.), Bankruptcy Judge Marvin Isgur denied Fuqua's motion for partial summary judgment seeking to determine the validity and priority of its mechanic's and constitutional liens for work performed while constructing a building for Rotary Drilling Tools. On July 6, 2016, Rotary Drilling filed for chapter 11 bankruptcy after falling oil prices led to a decline in demand for its products. One of the main assets in the bankruptcy proceeding is the $2 million, 114-acre tract of land and associated buildings located in Fort Bend County, Texas, which house Rotary Drilling's operation. The company's bankruptcy led to the adversary suit between two of its creditors, Fuqua Construction Company and PNC Bank, which both claim an interest in Rotary Drilling's property. Fuqua filed this motion for summary judgment seeking to establish its liens as superior to PNC's security interest. Fuqua argues that it has a valid mechanic's lien on the property because it was not fully compensated for its work on the Hansclever Upsetter building and the work was ongoing. Fuqua alleges that its lien relates back to the time when Fuqua first began construction on the project in October 2014, giving it priority over PNC's security interest that was not recorded until 2015. Furthermore, even if Fuqua cannot establish a statutory lien, it claims that it also has a valid constitutional lien on the property because PNC cannot claim shelter as a bona fide purchaser because they had actual knowledge of Fuqua's construction on the property before it filed its security interest. PNC counters, claiming in large part that the evidence Fuqua relies on is false. PNC also argues that Fuqua's liens could not be valid because the project was abandoned in 2015 and its affidavit was filed outside of the statutory period. Finally, PNC asserts that a constitutional lien cannot exist. The evidence presented by PNC and Fuqua creates an even closer question than the one discussed in Lyda Swinerton Builders because at no point did either party attempt to terminate the contract or file suit to recover money. On one hand, Fuqua claims that it timely filed its affidavit and suggests that it maintained a continuous presence on the job site, intended to resume work, and removed materials back to its shop for modification. On the other, PNC suggests that Fuqua had never reentered the jobsite after April 2015 and the activities Fuqua claimed to perform amounted only to clean up and removal of materials from the jobsite rather than actual work. Both parties present credible evidence, yet neither is determinative. Thus, PNC satisfied its burden of demonstrating that a genuine issue of material fact exists regarding whether Fuqua abandoned its work on the Hansclever Upsetter building before December 2015. To this end, Fuqua's motion for summary judgment regarding its statutory mechanic's lien is denied. If Rotary Drilling prevails in its avoidance action, Fuqua's constitutional lien would be "preserved for the benefit of the estate but only with respect to property of the estate." However, neither Rotary Drilling nor Fuqua has fully litigated the lien avoidance question. The avoidance issue between Rotary Drilling and Fuqua will likely require the Court to revisit the arguments examined earlier regarding whether Fuqua had satisfied the requirements of filing its affidavit within the time required after indebtedness had accrued. Furthermore, if the lien is avoided, neither PNC nor Rotary Drilling has litigated whether the constitutional lien would be "preserved for the benefit of the estate." As a result, Fuqua's motion for summary judgment regarding a constitutional lien is also denied. The bankruptcy case is in re: ROTARY DRILLING TOOLS USA, LLC, et al, CHAPTER 11, Debtor(s), Case No. 16-33433 (Bankr. S.D. Tex.). A full-text copy of Judge Isgur's Memorandum Opinion dated Oct. 27, 2017, is available at https://is.gd/p8fiWC from Leagle.com. Fuqua Construction, Plaintiff, represented by Calley D. Callahan, Knolle Holcomb et al & Matthew D. Cavenaugh -- mcavenaugh@jw.com -- Jackson Walker LLP. About Rotary Drilling Tools USA Rotary Drilling Tools USA, LLC, manufactures and markets oilfield drilling tubular tools. Rotary Drilling Tools sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 16-33435) on July 6, 2016. Judge Jeff Bohm is assigned to the case. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. Brooke B Chadeayne, Esq., and Elizabeth M Guffy, Esq., at Locke Lord Bissell & Liddell, LLP, serve as the Debtor's counsel. The petition was signed by Bryan M. Gaston, chief restructuring officer. The Office of the U.S. Trustee appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Rotary Drilling Tools USA, LLC, and its affiliates. The Committee is represented by Christopher D. Johnson, Esq., Hugh M. Ray, III, Esq., and Benjamin W. Hugon, Esq., at McKool Smith P.C. SEAHAWK HOLDINGS: Moody's Revises Outlook to Neg. & Affirms B2 CFR ------------------------------------------------------------------ Moody's Investors Service revised Seahawk Holdings Limited's ratings outlook to negative from stable and affirmed its B2 Corporate Family Rating, B1 first lien debt and Caa1 second lien rating. The negative outlook was driven by the company's proposed debt financed shareholder distribution at a time when the company is attempting to stand itself up as separate entities and address the significant sales declines since separating with Dell, Inc. in October 2016. Seahawk is the holding company set up to acquire Dell's software business. Ratings Rationale The B2 Corporate Family Rating reflects high financial leverage and challenges in stabilizing revenues. Revenues have been declining for several years and the separation from Dell, Inc. appears to have exacerbated the declines at Seahawk's Quest and One Identity businesses. The ratings also consider the strong respective niche positions of Quest Software, SonicWALL and One Identity and very strong cash balances. SonicWall has shown significant improvement since separation from Dell but not sufficient to offset the declines in the other two businesses. Leverage is estimated to be very high but should trend below 6x over the next 18 months as buyout related expenses decline and costs cuts flow through the income statement. The ratings are bolstered by the potential value of each of the Seahawk businesses and potential for a sale of any of them to repay a significant portion of debt, particularly if the businesses return to historic growth rates. Though Moody's expect free cash flow to improve as costs to stand up the business and cost cuts are behind them, free cash flow since separation has been well below initial plans. The ratings are constrained by the limited availability of historical financial statements and significant adjustments needed to estimate the run rate performance of the company. The negative outlook reflects the potential that revenues will continue to decline and leverage will remain at elevated levels. The ratings could be upgraded if performance stabilizes and leverage falls below 4.5x and free cash flow to debt exceeds 10%. The ratings could be downgraded if performance does not stabilize or leverage is greater than 6x on other than a temporary basis or free cash flow is expected to be negative. Liquidity is good driven by an estimated $216 million of cash on hand (based on July 31, 2017 balances and modest excess proceeds from the new debt financing), an undrawn $100 million revolver and expectations of positive free cash flow over the next 12 to 18 months. Free cash flow has been negative since the buyout , but likely positive excluding the one-time costs associated with the buyout and separation from Dell. Issuer: Seahawk Holdings Limited Affirmations: -- Probability of Default Rating , Affirmed B2-PD -- Corporate Family Rating , Affirmed B2 -- 1st Lien Senior Secured Revolving Bank Credit Facility, Affirmed B1 (LGD3) -- 1st Lien Senior Secured Term Loan Bank Credit Facility, Affirmed B1 (LGD3) -- 2nd Lien Senior Secured Term Loan Bank Credit Facility, Affirmed Caa1 (LGD6) Outlook Actions: -- Outlook, Changed To Negative From Stable The principal methodology used in these ratings was Software Industry published in December 2015. Seahawk Holdings Limited is the company set up by Francisco Partners and Evergreen Coast Capital to acquire Dell, Inc.'s software business, comprised of SonicWall, One Identity and Quest Software. Seahawk had revenues of approximately $1.3 billion for the LTM period ended April 30, 2017. SENIOR CARE GROUP: TL Capital Buying All SSG Assets for $27 Million ------------------------------------------------------------------- SCG Baywood, LLC; SCG Gracewood, LLC; SCG Harbourwood, LLC; and SCG Laurellwood, LLC, ask the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of substantially all their assets and property utilized with respect to their operation of the four nursing homes (Baywood, Gracewood, Harbourwood, and Laurellwood) in Pinellas County, Florida, and parcels from the Owners, to TL Capital Management, LLC for 27,000,00, subject to adjustments, subject higher and better offers. Baywood is licensed to operate a 59-bed facility located at 2000 - 17th Avenue South, St. Petersburg, Florida. Gracewood is licensed to operate a 120-bed facility located at 9600 U.S. Highway 19 North, Pinellas Park, Florida. Harbourwood is licensed to operate a 120-bed facility located at 549 Sky Harbor Drive, Building No. 31, Clearwater, Florida. Laurellwood is licensed to operate a 60-bed facility located at 3127 - 57th Avenue North, St. Petersburg, Florida. Each of the Facilities operates on real property that the Facilities lease from the Owners. The Owners are various combinations of individuals and limited liability companies, none of whom are debtors under any chapter of the Bankruptcy Code. The Debtors determined that it would be in the best interests of their creditors and their estates to maximize value of their assets through a sale of substantially all of their assets. The Debtors initiated this marketing process months before the bankruptcy cases were filed and now seek to sell such assets. Absent such a sale, they would most likely be facing a liquidation under Chapter 7 of the Bankruptcy Code which would achieve far less for creditors than a sale as a going concern. Prior to the Petition Date, they employed Holliday Fenoglio Fowler, LP ("HFF") in connection with the sale of their assets. HFF, through its dedicated healthcare group and senior housing group, has extensive experience in the sale of nursing home assets, including significant sales of nursing home assets throughout the west coast of Florida. On Aug. 17, 2017, the Debtors filed their amended application to approve the engagement of HFF as broker to market for sale the Debtors' skilled nursing assets and the Parcels. As set forth in the HFF Application and the Exclusive Listing Agreement, the compensation to be paid to HFF in connection with this engagement is as follows: (a) HFF will receive a success fee of 1.50% of the gross purchase price on the date of the closing of the sale of the assets; and (b) reimbursement of reasonable out-of-pocket expenses and disbursements incurred. The Debtors also seek authority to pay the Broker's Fee at Closing. On Nov. 2, 2017, the Debtors and TL Capital executed the Operations Transfer Agreement ("TL OTA"), which provides for the sale by the Debtors, and the purchase by TL Capital, of the TL Purchased Assets. TL Capital has also made an offer to purchase the Parcels from the Owners pursuant to the TL Purchase Agreement between TL Capital and the Owners. The obligation of TL Capital to close on the TL OTA is conditioned on, among other things, closing on the TL Purchase Agreement and the obligation of TL Capital to close on the TL Purchase Agreement is conditioned on, among other things, closing on the TL OTA. Further, the purchase and sale of the TL Purchased Assets and the Parcels is conditioned upon entry by the Court of a final, non-appealable order granting the Sale Motion. The TL Purchased Assets and the Parcels are to be sold and the Debtors and the Owners will convey the TL Purchased Assets and the Parcels free and clear of any and all liens, claims, and encumbrances except for certain liens and encumbrances, and certain liabilities, including any liabilities and obligations in connection with the TL Purchased Assets and the operation of the Facilities from and after the closing expressly set forth in the TL Sale Agreements. TL Capital has agreed to assume all agreements with patients and residents of the Facilities as of the Effective Time (including individuals temporarily not in occupancy) regarding admission and residency at the Facilities, which will provide significant benefit to the residents. TL Capital has sufficient assets to provide adequate assurance of future performance of these obligations. The Debtors ask authority to assume and/or assign to the Buyer all of their right, title and interest in and to the executory contracts, leases, and agreements as set forth in the TL OTA. Pursuant to the TL Sale Agreements, the consideration to be paid by TL Capital for the TL Purchased Assets and the Parcels will be the total amount of $27,000,000, subject to adjustments set forth in the TL Sale Agreements. The TL Purchase Price has not yet been allocated between the Debtors and the Owners and the sale remains subject to parties entering into the TL Allocation Agreements. The principal business terms of the TL OTA are: a. TL Capital will be purchasing all of the Debtors' assets as of the Closing Date, free and clear of all liens. b. Purchase Price: $27 million c. Termination Fee: $810,000 d. The Closing will occur on the day which is no later than two business days following the satisfaction or waiver by the appropriate party of all the conditions precedent to Closing specified in Article VII and Article VIII of the OTA, or at such later date as the parties may mutually designate. To establish a fair and competitive process for submission of competing bids for the Debtors' assets, on Nov. 2, 2017, the Debtors filed their Bid Procedures Motion seeking approval of bid procedures to ensure the highest and best offer for their assets. The Bid Procedures Motion asks the approval of (a) procedures in connection with the submission of competing bids for the purchase of the TL Purchased Assets, (b) a break-up fee to TL Capital in the event the Debtors accept an offer for the TL Purchased Assets from a competing Bidder whose bid is approved by order of the Court and the sale is thereafter consummated, and (c) a minimum overbid amount. If sold in connection with a confirmed plan, the Debtors ask that the making or delivery of an instrument or instruments of transfer, any or all of which include the vesting, transfer and/or the sale of any real or personal property or any direct or indirect interest therein, not be taxed under any law imposing any recording, registration, transfer or stamp tax or fee, or any similar tax or fee. At the Sale Hearing, the Debtors will ask that the Court enters an Order waiving the 14-day stays set forth in Rules 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure and providing that the orders granting the Sale Motion be immediately enforceable and that the closing under the Sale Agreements may occur immediately. About Senior Care Group Inc. Senior Care Group, Inc. is a non-profit corporation which, through its wholly-owned subsidiaries, provides residents and patients with nursing and long-term health care services. Senior Care Group and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 17-06562) on July 27, 2017. David R. Vaughan, chairman of the Board, signed the petitions. At the time of the filing, Senior Care Group estimated assets and liabilities of $1 million to $10 million. Judge Catherine Peek Mcewen presides over the cases. Stichter Riedel Blain & Postler, P.A., is the Debtors' bankruptcy counsel. The Debtors hired Akerman LLP as their special healthcare counsel. The U.S. Trustee for Region 21 appointed Mary L. Peebles as the patient care ombudsman for Key West Health and Rehabilitation Center LLC, SCG Baywood LLC, SCG Gracewood LLC, and SCG Laurellwood, LLC. On August 18, 2017, the U.S. trustee appointed an official committee of unsecured creditors. The committee hired Stevens & Lee, P.C. as its bankruptcy counsel; and Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A. as co-counsel. On Aug. 17, 2017, the Debtors retained Holliday Fenoglio Fowler, LP, as Broker. SERVICE WELDING: Sale of Five Overhead Cranes for $15K Approved --------------------------------------------------------------- Judge Alan C. Stout of the U.S. Bankruptcy Court for the Western District of Kentucky authorized Service Welding & Machine Co., LLC, doing business as Service Tanks, to sell of five overhead cranes to Yoder Machinery Sales for $15,000. The five overhead cranes, which specifically do not include the railway along which the cranes move, are described as: a. 2 Bridge cranes, Demag, 50' W double girder, top rider, 10 ton capacity, s/n 87022, 4 cable, safety hook, 6-way pendant, 100' L craneway attached to building supports; b. 1 Bridge crane, Demag 55' W double girder, top rider, 15 ton capacity, s/n 87026, 4 cable, safety hook, 6-way pendant, 100' L craneway attached to building supports; c. 1 Demag, 70' W double girder, top rider, 15 ton capacity, s/n 77202, 4 cable, safety hook, 6-way pendant; and d. 1 Abell-Howe 65' double girder, top rider, 10 ton capacity, 8 cable, safety hook, 6-way pendant. The sale is free and clear of any liens, claims or encumbrances. The Debtor will ensure removal of the cranes by the Buyer or by the Debtor no later than Nov. 12, 2017. SWM Properties, Inc. is entitled to an administrative claim for the storage of the cranes in an amount to be determined. The proceeds of the authorized sale will by delivered to the Debtor. About Service Welding & Machine Company Service Welding & Machine Company, LLC, based in Louisville, Kentucky, sells and installs single and double wall storage tanks for a variety of industries including petroleum, chemical, distillery, potable water, industrial, and food/agriculture. Service Tanks was established in 1928 and was primarily manufacturing storage tanks and doing repair work. In 2013, the owners sold the business to Jeff Androla, president, and two other investors. Service Welding & Machine Company filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 17-30485) on Feb. 17, 2017. The Hon. Joan A. Lloyd presides over the case. The Debtor disclosed $516,432 in assets and $2.12 million in liabilities. The petition was signed by Jeff Androla, president. Charity B. Neukomm, Esq., at Kaplan & Partners LLP, serves as bankruptcy counsel to the Debtor. SEVEN GROUP: Sale of Redding Property to Benitez for $450K Approved ------------------------------------------------------------------- Judge Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut authorize The Seven Group Holdings, LLC's sale of real property located at 440 Black Rock Turnpike, Redding, Connecticut to Paola A. Benitez or her nominee for $450,000. The sale is free and clear of all Interests, with the Interests to attach to the proceeds of the Sale with the same force, validity, priority and effect, if any, as the Interests formerly had against the Property. The Order will be effective immediately upon entry, such that the stay provided for by Federal Rules of Bankruptcy Procedure 6004(h) and 6006(d) are waived. Further, no automatic stay of execution, pursuant to Fed. R. Civ. P. 62(a), applies with respect to the Order and/or the Judgment Order entered in connection therewith. Within seven days following a closing on a sale of the Property, the Debtor will file a final settlement statement and statement of cash flows of the closing proceeds on the docket of the chapter 11 case. About The Seven Group Holdings The Seven Group Holdings, LLC, is a Florida limited liability company that purchases, rehabilitates, and sells real estate. Seven Group is a holding company with no employees or operating revenue. It is owned 50% by The 6 Group, LLC, and 50% by Cruz East Venture, LLC. In August 2016, it sold a rehabilitated parcel of real estate it owned in North Babylon, New York. The Seven Group filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 16-51259) on Sept. 20, 2016, estimating under $1 million in assets and liabilities. The Debtor is represented by Jeffrey M. Sklarz, at Green & Sklarz, LLC. No official committee of unsecured creditors has been appointed in the case. On July 31, 2017, the Court confirmed the First Amended Plan of Reorganization of the Debtor. SIEMPRE ENERGY: Case Summary & 12 Unsecured Creditors ----------------------------------------------------- Debtor: Siempre Energy, LLC 5005 Riverway, Suite 250 Houston, TX 77056 Type of Business: Siempre Energy, LLC, filed as a Domestic Limited Liability Company in the State of Texas on Tuesday, April 14, 2015, as recorded in documents filed with Texas Secretary of State. Case No.: 17-36173 Chapter 11 Petition Date: November 6, 2017 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Karen K. Brown Debtor's Counsel: Richard Lee Fuqua, II, Esq. FUQUA & ASSOCIATES, P.C. 5005 Riverway, Ste. 250 Houston, TX 77056 Tel: 713-960-0277 E-mail: fuqua@fuqualegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John C. Thompson, manager. A copy of the Debtor's list of 12 unsecured creditors is available for free at: http://bankrupt.com/misc/txsb17-36173_creditors.pdf A full-text copy of the Chapter 11 petition is available for free at http://bankrupt.com/misc/txsb17-36173.pdf SILO CITY: Death of Clift Patriarch Delays Plan Filing ------------------------------------------------------ Silo City, Inc., asks the U.S. Bankruptcy Court for the Eastern District of California to give the Debtor an additional 30 days from Nov. 6, 2017 -- to and including Dec. 6, 2017 -- for it to complete and file its plan of reorganization and disclosure statement in light of the passing of Larry Clift. Mr. Clift, the representative of the Debtor for the majority of its business dealings, suffered a sudden fatal heart attack on Nov. 1. The Debtor says that the Clift family needs time to make funeral arrangements and recover from the loss of the family patriarch. Mr. Clift was also a key person in the Debtor's formulation of the plan and in negotiations both with lessees and with creditors. He also served as advisor to son, Michael Clift, the Company's president. It is unclear how Larry Clift's passing will affect the Debtor's intentions with respect to the plan, according to the Debtor's court filings. The Court ordered the Debtor to file its plan and disclosure statement by Nov. 6. The Debtor was in the process of preparing its plan and disclosure statement, and prepared to file both documents by the deadline when Larry died. The attorneys for creditors Allstar Growth Fund, LLC, and Investment Grade Loans, Inc., have informed the Debtor's attorney that they do not oppose a one-month extension of the Debtor's time to file a plan and disclosure statement. Allstar and IGL hold first and second deeds of trust, respectively, against the Debtor's real property and are the two largest creditors in the Debtor's case. Additionally, Greg Powell from the Office of the U.S. Trustee informed the Debtor's attorney that he does not object to a 30-day extension of the plan bar date, but that the U.S. Trustee reserves all rights under the Code and Rules, including the right to seek relief under Section 1112. The Debtor does not believe that anyone will be substantially prejudiced if its request is granted because Debtor will notify its secured creditors, 20 largest unsecured creditors, and parties requesting special notice if the request is granted. A copy of the Debtor's request is available at: http://bankrupt.com/misc/caeb17-10238-164.pdf About Silo City Inc Silo City, Inc. fdba Sun Coast Materials Co., a California corporation, based in Bakersfield, filed a Chapter 11 petition (Bankr. E.D. Calif. Case No. 17-10238) on Jan. 25, 2017. The Hon. Rene Lastreto II presides over the case. Jacob L. Eaton, at Klein, Denatale, Goldner, Cooper, Rosenleib & Kimball, LLP, serves as bankruptcy counsel to the Debtor. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Michael Clift, its president. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb17-10238.pdf SOLAT LLC: Case Summary & 9 Unsecured Creditors ----------------------------------------------- Debtor: SoLat, LLC d/b/a Chevron 611 Cypress Trail San Antonio, TX 78256 Type of Business: Solat, LLC filed as a Domestic Limited Liability Company in the State of Texas on Jan. 27, 2012, according to public records filed with Texas Secretary of State. The company's principal assets are located at 5115 Thousand Oaks San Antonio, TX 78233. Chapter 11 Petition Date: November 6, 2017 Case No.: 17-52594 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Debtor's Counsel: Ronald J. Smeberg, Esq. THE SMEBERG LAW FIRM, PLLC 2010 W Kings Hwy San Antonio, TX 78201-4926 Tel: 210-695-6684 Fax: 210-598-7357 E-mail: ron@smeberg.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Nada L. Ismail, manager. A full-text copy of the petition containing, along with a list of nine unsecured creditors, is available for free at http://bankrupt.com/misc/txwb17-52594.pdf SOUTHCROSS ENERGY: Top Executives Will Receive $2.7M Bonuses ------------------------------------------------------------ The Board of Directors of Southcross Energy Partners GP, LLC, a Delaware limited liability company and the general partner of Southcross Energy Partners, L.P, approved on Oct. 31, 2017, an amendment to the Southcross Energy Partners, L.P. Non-Employee Director Deferred Compensation Plan effective March 7, 2013. Bruce A. Williamson, the chairman, president and chief executive officer of SXE GP, is the sole participant in the Plan. In connection with and pursuant to the terms of the Agreement and Plan of Merger with American Midstream Partners, LP, the Partnership is required to terminate the Plan and liquidate the sole participant's account within 30 days prior to the closing of the Merger. The Amendment terminates the Plan effective as of one business day prior the closing of the Merger and provides that the participant's account will be liquidated and paid to the participant or his beneficiary, if applicable, in the form of a lump sum cash payment as soon as practical following the Effective Time, but no later than the Closing Date. The Amendment will be null and void in the event that the closing of the Merger does not occur. As previously disclosed in the Partnership's Current Report on Form 8-K filed with the SEC on March 27, 2017, on March 27, 2017 the SXE GP Board approved separate contingent bonus agreements with a group of individuals which includes key employees, including each of Bruce A. Williamson, Bret M. Allan and Joel D. Moxley (each of whom is a named executive officer of SXE GP). Under those bonus agreements, certain individuals and key employees of SXE GP (which includes the Partnership's named executive officers), will be eligible to receive a cash bonus payment in the event of a Change of Control (as such term is defined in the Bonus Agreement), so long as such employee remains employed by SXE GP as of the Change of Control. In connection with the execution of the Merger Agreement, the SXE GP Board set the amounts to be paid to those individuals and key employees. The SXE GP Board determined that Messrs. Williamson, Allan and Moxley will be entitled to receive $1,500,000, $600,000, and $600,000, respectively, upon a Change of Control (which will occur upon consummation of the Contribution ) pursuant the terms of the Bonus Agreement. Cash bonus payments made under the Bonus Agreement will be allocated equally between the Partnership and Southcross Holdings, other than the payment for Mr. Williamson, which payment will be borne entirely by Southcross Holdings. Contribution Agreement In connection with the Merger Agreement, on Oct. 31, 2017, AMID and AMID GP entered into a Contribution Agreement with Southcross Holdings. Upon the terms and subject to the conditions set forth in the Contribution Agreement, Southcross Holdings will contribute its equity interests in a new wholly owned subsidiary, which will hold substantially all the current subsidiaries (Southcross Holdings Intermediary LLC, a Delaware limited liability company, Southcross Holdings Guarantor GP LLC, a Delaware limited liability company, and Southcross Holdings Guarantor LP, a Delaware limited partnership, which in turn directly or indirectly own 100% of the limited liability company interest of SXE GP and approximately 55% of SXE Common Units) and business of Southcross Holdings, to AMID and AMID GP in exchange for (i) the number of AMID Common Units equal to $185,697,148, subject to certain adjustments for cash, indebtedness, working capital and transaction expenses contemplated by the Contribution Agreement, divided by $13.69, (ii) 4.5 million new Series E convertible preferred units of AMID, (iii) options to acquire 4.5 million AMID Common Units, and (iv) 15% of the equity interest in AMID GP. The Contribution Agreement contains customary representations and warranties and covenants by each of the parties. The closing under the Contribution Agreement is conditioned upon, among other things: (i) expiration or termination of any applicable waiting period under the HSR Act, (ii) the absence of certain legal impediments prohibiting the transactions and (iii) the conditions precedent contained in the Merger Agreement having been satisfied and the Merger having become effective substantially concurrently with the closing of the Contribution Agreement. About Southcross Energy Partners Southcross Energy Partners, L.P. -- http://www.southcrossenergy.com/-- is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services. It also sources, purchases, transports and sells natural gas and NGL. Its assets are located in South Texas, Mississippi and Alabama and include two gas processing plants, one fractionation plant and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross is headquartered in Dallas, Texas. Southcross Energy reported a net loss of $94.94 million for the year ended Dec. 31, 2016, following a net loss of $55.49 million for the year ended Dec. 31, 2015. As of June 30, 2017, Southcross Energy had $1.14 billion in total assets, $610.97 million in total liabilities and $534.93 million in total partners' capital. * * * As reported by the TCR on Feb. 28, 2017, S&P Global Ratings said that it affirmed its 'CCC+' corporate credit and senior secured issue-level ratings on Southcross Energy Partners L.P. The outlook is stable. The rating action reflects S&P's view that the recent credit agreement amendment limits the likelihood of a default in the next two years as the partnership will have an improved liquidity position and need no longer adhere to its leverage covenants. The TCR reported on Jan. 13, 2016, that Moody's Investors Service downgraded Southcross Energy's Corporate Family Rating to 'Caa1' from 'B2'. Southcross' Caa1 CFR reflects its high financial leverage, limited scale, concentration in the Eagle Ford Shale and Moody's expectation of continued high leverage and challenging industry conditions into 2017. SOUTHCROSS ENERGY: Will be Acquired by American Midstream --------------------------------------------------------- Southcross Energy Partners, L.P., said it has signed an agreement with American Midstream Partners, LP (AMID) whereby AMID has proposed to merge Southcross Energy into a wholly owned subsidiary of AMID and that Southcross Holdings, LP has entered into a separate agreement with AMID whereby AMID will acquire certain assets of Southcross Holdings. The two separate transactions are valued in the aggregate at approximately $815 million, including the repayment of net debt. As a result of the transactions, the pro forma partnership with an enterprise value of $3 billion is expected to generate annualized 2018 Adjusted EBITDA in excess of $300 million. Lynn L. Bourdon, III, chairman, president and chief executive officer of American Midstream, commented, "This transaction accelerates our transformation into a fully integrated gathering, processing and transmission company focused in select core areas. The transaction also furthers our strategy of redeploying capital into higher growth businesses along with divesting non-core assets at attractive multiples." "The addition of the Southcross assets allows us to capture the full midstream value chain in the very prolific Eagle Ford basin. The transaction represents a unique opportunity to expand our onshore gathering, processing and transmission services, linking supplies from the economically attractive Eagle Ford shale to high demand growth markets along the Gulf Coast." Upon completion of the transaction, AMID will own and operate complementary and integrated midstream infrastructure representing: * Approximately 8,000 miles of crude, natural gas and NGL pipelines * Over 2.5 Bcf/d of natural gas transmission capacity * Ten processing plants with over 1.0 Bcf/d of capacity * Six fractionation facilities with 111,500 Bbl/d of capacity * 35.7% of Delta House floating production facility in the deep-water Gulf of Mexico, and * 6.7 million barrels of above-ground liquids storage capacity "Given the compelling rationale for the acquisition, we anticipate that our combined unitholders should benefit from the partnership's increased scale, greater financial flexibility, and operational density. The integration and commercialization of the acquired assets will contribute to our growth and help establish solid distribution growth over time," Mr. Bourdon added. "This combination with American Midstream provides significant benefits to all of Southcross' stakeholders," said Bruce A. Williamson, president and chief executive officer of Southcross' general partner. "Private and public equity holders from both Southcross Holdings and Southcross Energy will be able to participate in a more diverse, sustainably capitalized company with units that offer immediate cash distributions and strong coverage. In addition, the revolver and term debt holders at both Southcross companies will be repaid in full at closing. We look forward to working with Lynn and his team during the transition to create value for our investors." Southcross Holdings indirectly owns all of the equity interest in the general partner of SXE and indirectly owns gas pipeline, treating and fractionation facilities in the Eagle Ford Shale and elsewhere in South Texas. SXE is an integrated natural gas midstream services provider with assets primarily in the Eagle Ford as well as Mississippi and Alabama. STRATEGIC HIGHLIGHTS The acquisition of Southcross reinforces AMID's primary strategic objective of creating operational focus within a defined core asset footprint in high-growth U.S. basins. Strategic benefits of the transaction include: * Builds Asset Density and Full Value Chain Participation: Accelerates the transformation of AMID into a fully integrated natural gas gathering, processing and transmission partnership. Also builds asset density and full value chain participation (gathering, treating, processing, fractionation, and NGL and gas marketing) within the Eagle Ford, the Southeast and the U.S. Gulf Coast. * Strategically Located Assets Serving Strong Demand Markets: Facilitates capture of increasing regional demand for Eagle Ford production from new and expanding petrochemical complexes, LNG export projects, exports to Mexico and steadily growing industrial demand along the U.S. Gulf Coast. * Increases Growth and Financial Profile: Provides a unique suite of assets with meaningful growth potential and clear operating and financial synergies. AMID expects the combined company to generate 2018 annualized Adjusted EBITDA in excess of $300 million, with a pro forma enterprise value of approximately $3 billion. AMID and Southcross expect to realize financial synergies of approximately $15 to $20 million annually within 18 months of closing. * Increases Cash Flow Stability and Distributable Cash Flow Growth: Expected to generate meaningful cash flow growth from increasing upstream activity and growing downstream demand in AMID's core areas. Approximately 93% fixed-fee contracts underpin strong margins, while acreage dedications and captive production offer downside protection. * Optimizes Capital Structure: Furthers AMID's strategy of deploying capital to areas with high long-term value. AMID anticipates divesting an additional $400 to $500 million of non-core asset sales to solidify its balance sheet and allocate growth capital toward high return, organic gathering and processing assets. * Advances Repositioning of AMID: AMID's goal is to deliver for its investors a simplified business model and commercial orientation, a solidified and growing DCF/unit profile, and an expanded organic growth platform. The Southcross transaction represents an important milestone in furthering these objectives. The acquisition follows on the successful execution of a number of significant divestiture and investment transactions over the past 18 months, activity which AMID plans to continue over the near term. TRANSACTION DETAILS AMID has agreed to acquire equity interests in certain Southcross Holdings' subsidiaries that directly or indirectly own 100% of the limited liability company interests of the general partner of SXE and approximately 55% of the SXE common units by issuing 3.4 million AMID common units, 4.5 million new Series E convertible preferred units, options to acquire 4.5 million AMID common units and the repayment of $139 million of estimated net debt. The Preferred Units will be issued at a price of $15.00 per unit and may be paid-in-kind at the AMID common unit distribution rate at AMID’s option for two years. AMID will have the right to convert the Preferred Units to AMID common units if the AMID 20-day volume weighted average price exceeds $22.50. The Options are American-style call options with an $18.50 strike price that expire in 2022. Public unitholders of SXE will receive 0.160 AMID common units for each SXE common unit in a unit-for-unit merger, which is anticipated to have minimal, if any, tax recognition for such unitholders and which represents a 5% premium to the 20-day volume weighted average exchange ratio of AMID and SXE common units as of Oct. 30, 2017. The SXE transaction is conditioned on the Southcross Holdings transaction, and until both transactions have closed AMID, Southcross Holdings and SXE will continue to operate as separate companies. AMID expects the proposal to be attractive to public holders of SXE common units as it will permit them to participate in the future anticipated growth of AMID's businesses, including the benefit of AMID's cash distributions on common units, currently paying $1.65 per common unit annually. As part of the transaction, AMID's sponsor, an affiliate of ArcLight Capital Partners, LLC, has agreed to transfer ownership of 15% of AMID's general partner and incentive distribution rights to Southcross Holdings. In conjunction with the transaction, AMID will continue executing against its stated capital optimization strategy to deliver a strong pro forma balance sheet with substantial liquidity. AMID is targeting an additional $400 to $500 million of non-core asset sales primarily related to its terminaling services segment. These proceeds, incremental debt financing and modest equity will allow the combined entity to target closing pro forma trailing debt to EBITDA of near 4.5 times with a 12- to 18-month goal of near 3.5 times and target pro forma liquidity of $300 to $400 million. AMID expects the transaction to be single-digit accretive to DCF/unit in 2018 and 2019, approaching double-digit accretion in 2020. AMID expects to maintain a pro forma distribution coverage of 1.1 to 1.3 times. The terms of the proposed merger with SXE will be subject to approval by a majority of the outstanding non-affiliated public common unitholders of SXE, and the transaction with Southcross Holdings and SXE will be subject to customary regulatory approvals and is currently expected to close in the second quarter of 2018. A full-text copy of the Agreement and Plan of Merger is available for free at https://is.gd/x8bXJi ADVISORS Deutsche Bank acted as lead financial advisor and BofA Merrill Lynch acted as financial advisor to American Midstream. Gibson Dunn & Crutcher, LLP acted as legal counsel to American Midstream. RBC Capital Markets acted as lead financial advisor, Wells Fargo Securities acted as financial advisor and Locke Lord LLP acted as legal counsel to Southcross Holdings and Southcross Energy. Tudor, Pickering, Holt & Co acted as financial advisor and Jones Day acted as legal advisor to the Special Committee of Southcross Holdings. Jefferies LLC acted as financial advisor and Akin Gump Strauss Hauer & Feld LLP acted as legal advisor to the Conflicts Committee of Southcross Energy. About American Midstream Partners, LP American Midstream Partners, LP is a growth-oriented limited partnership formed to provide critical midstream infrastructure that links producers of natural gas, crude oil, NGL, condensate and specialty chemicals to end-use markets. American Midstream's assets are strategically located in some of the most prolific onshore and offshore basins in the Permian, Eagle Ford, East Texas, Bakken and Gulf Coast. American Midstream owns or has an ownership interest in approximately 4,000 miles of interstate and intrastate pipelines, as well as ownership in gas processing plants, fractionation facilities, an offshore semisubmersible floating production system with nameplate processing capacity of 100,000 Bbl/d of crude oil and 240 MMcf/d of natural gas; and terminal sites with approximately 6.7 million Bbls of storage capacity. Visit www.americanmidstream.com for more information. About ArcLight Capital Partners, LLC ArcLight is a private equity firm focused on energy infrastructure investments. Founded in 2001, the firm helped pioneer an asset-based private equity approach to investing in the dynamic energy sector. ArcLight has invested approximately $19 billion in over 100 transactions since inception. Based in Boston, the firm’s investment team employs a hands-on value creation strategy that utilizes its in-house technical, operational, and commercial specialists as well as the firm's 850-person asset management affiliate. More information about ArcLight, and a complete list of ArcLight's portfolio companies, can be found at www.arclightcapital.com. About Southcross Energy Partners Southcross Energy Partners, L.P. -- http://www.southcrossenergy.com/-- is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services. It also sources, purchases, transports and sells natural gas and NGL. Its assets are located in South Texas, Mississippi and Alabama and include two gas processing plants, one fractionation plant and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross is headquartered in Dallas, Texas. Southcross Energy reported a net loss of $94.94 million for the year ended Dec. 31, 2016, following a net loss of $55.49 million for the year ended Dec. 31, 2015. As of June 30, 2017, Southcross Energy had $1.14 billion in total assets, $610.97 million in total liabilities and $534.93 million in total partners' capital. * * * As reported by the TCR on Feb. 28, 2017, S&P Global Ratings said that it affirmed its 'CCC+' corporate credit and senior secured issue-level ratings on Southcross Energy Partners L.P. The outlook is stable. The rating action reflects S&P's view that the recent credit agreement amendment limits the likelihood of a default in the next two years as the partnership will have an improved liquidity position and need no longer adhere to its leverage covenants. The TCR reported on Jan. 13, 2016, that Moody's Investors Service downgraded Southcross Energy's Corporate Family Rating to 'Caa1' from 'B2'. Southcross' Caa1 CFR reflects its high financial leverage, limited scale, concentration in the Eagle Ford Shale and Moody's expectation of continued high leverage and challenging industry conditions into 2017. SPANISH ISLES: Hearing on Plan Outline Set for Dec. 6 ----------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida has scheduled for Dec. 6, 2017, at 2:00 p.m. the hearing to consider the approval of Spanish Isles Property Owners Association, Inc.'s disclosure statement referring to the Debtor's plan of reorganization. Objections to the Disclosure Statement must be filed by Nov. 29, 2017. As reported by the Troubled Company Reporter on Oct. 27, 2017, Margaret J. Smith, Chapter 11 Trustee for the bankruptcy estate of Spanish Isles Property Owners' Association, Inc., filed with the Court a disclosure statement in connection with her proposed plan of reorganization, dated Oct. 20, 2017, which contemplates the restructuring and the treatment of the Debtor's obligations resulting in the payment in full of any and all Allowed Claims against the Debtor. One key feature of the Plan is how it deals with the Debtor's assessment powers and who will have the ability to use and enforce those powers. Under the Governing Documents, the Debtor (through its board of directors) has the power to levy, enforce, and collect general assessments, special assessments, and charges. "Annual assessments" are fixed, but may be increased annually up to 5%. "Special assessments" generally are levied to account for unexpected or infrequent expenses. "Charges" are levied for the use of communities' common areas. About Spanish Isles Property Owners Association, Inc. Spanish Isles Property Owners Association, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 14-34444) on Nov. 2, 2014, disclosing assets and liabilities of less than $1 million. The Debtor is represented by Brett A Elam, Esq. Judge Erik P. Kimball presides over the case. Margaret J. Smith was appointed as Chapter 11 trustee in the Debtor's case. Kristopher E. Aungst, Esq., at Tripp Scott, P.A., represents the trustee as legal counsel. No official committee of unsecured creditors has been appointed in the case. STONEWAY CAPITAL: Moody's Affirms B3 Rating on 2027 Secured Notes ----------------------------------------------------------------- Moody's Investors Service affirmed the B3 rating for Stoneway Capital Corporation's senior secured notes due March 2027. The rating affirmation follows Moody's review of the issuer's Consent and Waiver Solicitation dated October 30th, 2017 relating to the $500 million senior secured notes, which if approved by the majority of bondholders would allow for the issuance of up to $165 million of additional notes to be issued under the same indenture as the original notes. The financing, if completed, would be used to fund the conversion of the San Pedro natural gas simple cycle plant, which is under construction, into a gas natural combined cycle plant, thereby adding 120 megawatts (MW) of capacity. The expansion and conversion of the San Pedro plant is supported by a new award for incremental capacity granted to Stoneway by the Energy Secretariat following a recent auction. As part of the award, a new long term (15 year) PPA to be signed with Cammesa, the off-taker, under similar terms and conditions to the existing contracts with the other four Stoneway plants. Furthermore, Moody's understands that the new capacity will secure other relevant contracts that also will have similar terms and conditions to Stoneway's existing contracts for the other four plants, including with respect to the engineering, procurement and construction (EPC), operations & maintenance (O&M) and long term service program (LTP) with Siemens AG (A1 Stable) and its subsidiaries. RATINGS RATIONALE The rating affirmation takes into consideration the progress that Stoneway has made so far in the construction schedule under the existing PPAs. The four plants are well advanced on their respective construction schedules with reported progress levels above 80% on average. While there may be some delays ranging between two to four weeks in the construction schedule of the original project, Moody's don't anticipate that the project will be unable to reach commercial operation. Because of these delays, Moody's understand that Siemens, the EPC contractor, has implemented an accelerated work plan to complete three of the four plants by the scheduled Commercial Operations Date (COD) of December 1, 2017. That said, Moody's rating affirmation factors in Moody's belief that the original timeframe will be difficult to achieve. Sponsors posted a performance bond in favor of the off-taker to satisfy potential delays in construction should a delay occur. The rating affirmation acknowledges the possibility that applicable penalties will be collected from the project instead of from the execution of the performance bond. Notwithstanding the decline in cash flow that may follow potential penalties or discounts resulting from the construction delays, the B3 rating anticipates that -- once the plants are operating -- project revenues will provide sufficient cash flows for debt repayment, given the sufficient cash cushion initially incorporated in the financial model. The B3 rating affirmation further acknowledges the credit neutral effect associated with the conversion of the San Pedro simple cycle plant into a natural gas combined cycle. When completed, the conversion will add 120 MW of capacity to the plant along with the receipt of a new 15 year PPA to be signed with Cammesa, with similar terms and conditions compared to the PPA contracts associated with the other four Stoneway plants. The rating affirmation acknowledges plans by the issuer to offer up to $165 million of senior secured notes that will rank pari-passu with the existing debt and will be used to finance construction of the conversion and expansion. Moody's anticipate that financial metrics will remain adequate, owing to the benefits of the long-term contracts and the amortizing nature of the debt. The B3 rating reflects the project's fundamental strengths, including its highly contracted nature upon completion. Moody's also recognizes the relatively simple nature of the project, the strategic need for its completion, and its relatively low construction and operation complexity. Furthermore, Moody's recognizes the government's objective to ensure that new electric generation facilities are in place to help address the country's energy needs. In addition, Moody's considered the significant involvement, ample experience and track record of Siemens AG (A1, stable), who through several affiliates, is a significant party to the project throughout its life as the constructor, equipment provider and operator. These strengths are balanced against a number of weaknesses in the structure during the project's construction phase, including a tight construction schedule and the absence of a pre-funded debt service reserve account (DSRA). The DSRA will only be fully funded during the first year of operations from internal cash flow generation. Importantly, the assigned B3 rating considers that the project is exposed to the Argentine regulatory framework for power companies that over the past years has been erratic and that all of the projects revenues under the PPA are contracted with Cammesa, an agency of the Argentine government (B3, positive). Rating Outlook The stable rating outlook considers Moody's expectation that once in operations the project will produce stable and predictable cash flows. In particular, the stable outlook incorporates Moody's view that potential delay penalties bearable by the project will be applied gradually. The stable outlook also incorporates Moody's expectation that current structural protections in favor of bondholders that limit the project's ability to incur additional debt will remain in place. However, if due to expected delays in COD, the project becomes penalized more substantially than anticipated, the ratings could suffer negative pressure. Quantitatively, DSCR below 1.10 times would exert negative pressure on ratings. Given the tight schedule for completing construction timely, the project's limited liquidity and the potential ramp up risks at the beginning of operations for a new project in a new market, there is limited potential for the rating to be upgraded before the full starting of commercial operations. Once in operation, should the plant demonstrate strong operating performance and penalties in line with expectations such that DSCR as calculated by Moody's is consistently above 1.30 times, upward pressure in the rating could emerge. Corporate Profile Stoneway Capital Corporation is a limited corporation incorporated in New Brunswick, Canada, formed for the purpose of owning and operating, through its Argentine subsidiaries, power generation projects that will provide electricity to the wholesale electricity markets in Argentina. Once the project is completed Stoneway will have more than 600 MW of thermal capacity installed in four different locations in Argentina. The principal methodology used in this rating was Power Generation Projects published in May 2017. STYLES FOR LESS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Styles For Less, Inc., a California corporation aka Styles 1205 N. Miller Street Anaheim, CA 92806 Type of Business: Styles For Less, Inc., a "fast fashion" company, offers trend seekers the hottest styles of clothing, shoes, accessories and more at discounted prices. In the past 20 years the company has grown to over 160 store locations. Styles For Less was founded in 1992 and is based in Anaheim, California. Web site at: http://www.stylesforless.com Chapter 11 Petition Date: November 6, 2017 Case No.: 17-14396 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Mark S Wallace Debtor's Counsel: Marc J Winthrop, Esq. WINTHROP COUCHOT GOLUBOW HOLLANDER, LLP 660 Newport Center Dr Ste 400 Newport Beach, CA 92660 Tel: 949-720-4100 E-mail: mwinthrop@wcghlaw.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by August DeAngelo, chief financial officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb17-14396.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Patterson Manouchehri Trade Debt $635,100 c/o CPT Group Settlement Fund 16630 Aston St. Irvine, CA 92606 Shawna High/Carole Thompson Tel: 949-428-1082 Email: shawna@cptgroup.com Island Pacific Trade Debt $425,669 1940 East Deere Ave, Suite 200 Santa Ana, CA 92705 Richard Gaetano Tel: 949-476-2212 Email: accounting@islandpacific.com Emily Green Trade Debt $400,000 c/o CPT Group Settlement Fund 16630 Aston Street Irvine, CA 92606 Shawna High/Carole Thompson Tel: 949-428-1082 Email: shawna@cptgroup.com Ambiance Trade Debt $337,923 2415 E. 15th Street Los Angeles, CA 90021 Sunny Lee Tel: 323-587-0007 ext. 123 Email: sunnylee@ambianceapparel.com Vivace Trade Debt $311,386 726 E. 12th Street Ste. # 116 Los Angeles, CA 90021 Mary Tel: 213-747-2787 Email: myvivace@live.com Travelers Trade Debt $269,604 c/o Sullivan Curtis Monroe 1920 Main Street, Suite 600 Irvine, CA 92614 Jorge Iniguez Tel: 818-257-7459 Email: jorge.iniguez@hubinternational.com Zenana Trade Debt $258,496 1100 S. San Pedro St. #M10 Los Angeles, CA 90015 Zenana Eugene Tel: 213-749-0088 Email: zenana_eugene@hotmail.com Ymi Jeans, Inc. Trade Debt $242,961 Email: michael@ymijeans.com Adam Tala Trade Debt $191,283 Email: arian.parvizi@gmail.com LA Gypsy Trade Debt $164,769 Email: pyadidsion@yahoo.com 26 International Trade Debt $162,425 Email: Moti@26international.com Orly Shoe Corporation Trade Debt $149,580 Email: Ezra@orlyshoes.com Orange Trade Debt $142,278 Email: OrangeLA@live.com Emma Footwear Trade Debt $136,942 Email: mailings@whiteoakcf.com Julia Fashion Trade Debt $133,001 Email: john@juliafashion.com Jesco Sales Group Trade Debt $132,034 Email: isaacm@jescofootwear.com GTT Communications, Inc. Trade Debt $129,102 Email: Min.Swe@gtt.net DDR Corp Trade Debt $120,022 Email: pbrady@ddr.com Kay Fashion, LLC Trade Debt $117,987 Email: arielbirman@yahoo.com B Envied Trade Debt $115,461 Email: store@paparemoonclothing.com SUBURBAN PROPANE: S&P Affirms 'BB-' CCR Amid Distribution Reduction ------------------------------------------------------------------- S&P Global Ratings said it affirmed its 'BB-' corporate credit rating on Suburban Propane Partners L.P. The outlook is negative. In addition, S&P affirmed our its 'BB-' issue-level rating on Suburban's senior unsecured notes. The recovery rating on the notes remains '4', indicating its expectation of average (30%-50%, rounded estimate: 40%) recovery in the event of a payment default. The rating action follows Suburban's announcement to reduce its distribution to 60 cents per quarter from 88.75 cents, a 32% reduction. S&P said, "We expect fiscal year 2018 (ending Sept. 29, 2018) distribution coverage to be above 1x based on average 10-year winter conditions. Our definition of the 10-year average winter demand is based on heating degree data from the National Oceanic and Atmospheric Association. Our fiscal 2018 forecast assumes that retail gallons sold will be up 14% compared with the same period over the previous year, resulting in fiscal 2018 S&P Global Ratings adjusted leverage of about 4.4x. We expect Suburban to maintain strong profit margins based on its flexible operating model. We expect liquidity to be adequate given the amended revolver covenants and lower distribution requirements." The negative outlook on Suburban Propane Partners L.P. reflects the volatility of demand for propane volumes tied to winter weather patterns. While S&P expects Suburban to maintain leverage of about 4.5x and distribution coverage above 1x for the next 12 months under a normal winter scenario, a warmer-than-average winter could result in weaker credit metrics. S&P could lower the ratings if winter 2017-2018 is in line with the previous two winters, which will result in leverage above 5x and distribution coverage below 1x. S&P could revise Suburban's outlook to stable if distribution coverage is above 1x in fiscal 2018 while maintaining debt to EBITDA below 5x. TAKATA CORP: Proofs of Claim Due Nov. 27; PPIC Claims Due Dec. 27 ----------------------------------------------------------------- TK Holdings Inc. and its affiliated debtors encourage individuals who own, or may have owned, vehicles equipped with certain airbag inflators manufactured by the Debtors or their affiliates that contain phase-stabilized ammonium nitrate ("PSAN Inflators") to visit the website tkrestructuring.com/PPIC and carefully review information about the Chapter 11 Cases and the process for filing a proof of claim against the Debtors. Information on this website is available in 22 languages, and interested individuals may register their email addresses to receive notifications of important developments in the Chapter 11 Cases. The Bankruptcy Court has established the following deadlines for filing proofs of claim against the Debtors: (a) For claims against any of the Debtors other than (i) claims of Governmental Units and (ii) claims that relate to or arise from PSAN Inflators manufactured by the Debtors of their affiliates prior to the Petition Date ("PPIC Claims"), the deadline to file a proof of claim is November 27, 2017 at 5:00 p.m. (Eastern Time); (b) For PPIC Claims, the deadline to file a proof of claim is December 27, 2017 at 5:00 p.m. (Eastern Time); and (c) For claims against any Debtor asserted by a governmental unit (as defined in Bankruptcy Code section 101(27)), the deadline to file a proof of claim is December 22, 2017 at 5:00 p.m. (Eastern Time) (the "Governmental Bar Date"). Individuals should contact their local dealership to determine if they have a PSAN Inflator. For more information about recalls of PSAN Inflators (including information about obtaining a replacement inflator), visit www.AirbagRecall.com, https://www.nhtsa.gov/recall-spotlight/takata-air-bags, http://www.tc.gc.ca/eng/motorvehiclesafety/safevehicles-defectinvestigations-1433.html, http://www.mlit.go.jp/en/jidosha/vehicle_recall_17.html,respond to the recall notice (to the extent you received one), or contact your local dealership. The Chapter 11 Cases should not impact the ability of drivers to get replacements for recalled PSAN Inflators free of charge. 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. TATONKA ACQUISITIONS: Case Summary & 8 Unsecured Creditors ---------------------------------------------------------- Debtor: Tatonka Acquisitions, Inc. 20631 Ventura Blvd., Ste. 301 Woodland Hills, CA 91364 Type of Business: Tatonka Acquisitions, Inc. is a corporation based in California engaged in activities related to real estate. It is a small business debtor as defined in 11 U.S.C. Section 101(51D) whose principal assets are located at 3331 Wolf Creek Court Simi Valley, CA 93065. Chapter 11 Petition Date: November 6, 2017 Case No.: 17-12958 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Maureen Tighe Debtor's Counsel: Dana M Douglas, Esq. ATTORNEY AT LAW 11024 Balboa Blvd #431 Granada Hills, CA 91344 Tel: 818-360-8295 Fax: 818-360-9852 E-mail: dmddouglas@hotmail.com dana@danamdouglaslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael B. Carmona, secretary. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb17-12958_creditors.pdf A full-text copy of the Chapter 11 petition is available for free at http://bankrupt.com/misc/cacb17-12958.pdf TITAN INT'L: Moody's Rates Proposed $400MM Senior Secured Notes B3 ------------------------------------------------------------------ Moody's Investors Service assigned a B3 rating to Titan International Inc.'s proposed $400 million senior secured notes issuance. Concurrently, the company's B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR) were affirmed and the ratings outlook was changed to stable from negative. The Speculative Grade Liquidity (SGL) Rating affirmed at SGL-3. Along with $23 million of balance sheet cash, proceeds from the new debt issuance will be used to redeem $400 million of existing 6.875% senior secured notes due 2020, as well as to fund $14 million of early redemption premium and $9 million of fees and expenses. "The refinancing extends the maturity profile," said Prateek Reddy, Moody's lead analyst for the company. "While the challenges associated with the company's highly levered capital structure persist, Moody's expect a more stable to potentially improving market environment for the company's products and services to result in better earnings, and ultimately cash flows, in future periods, with the liquidity profile affording a buffer over the interim period," added Reddy. The existing B3 rating on the company's 6.875% senior secured notes due 2020 remains unchanged and will be withdrawn upon full redemption of this debt with the closing of this transaction. Below is a summary of Moody's rating actions for Titan: Corporate Family Rating, affirmed at B3 Probability of Default Rating, affirmed at B3-PD $400 Million Senior Secured Notes due 2023, assigned at B3 (LGD4) Speculative Grade Liquidity Rating, affirmed at SGL-3 Outlook, changed to Stable from Negative RATINGS RATIONALE Titan's B3 CFR incorporates the expectation that financial risk will ease somewhat as leverage (measured by Moody's-adjusted Debt-to-EBITDA) improves to less than 7 times by the end of 2018, from about 8.2 times as of September 30, 2017. This is notwithstanding Moody's expectation that free cash flow will be negative through the end of 2018 as working capital investments are made to support anticipated top line growth. Almost 87% of the company's revenues are tied to end markets that are highly cyclical, including agriculture, mining and construction. The demand growth for the company's products from these end markets has low visibility and is largely out of management control. Customer concentration risk also remains elevated as only a few large OEM providers contribute a meaningful portion of the company's revenue. However, the rating is supported by the company's sizable cash balances and availability under its committed revolving credit facility, which mitigate the weaker-than-expected credit metrics which have continued through the recent prolonged down-cycle. The ongoing modest recovery in demand for the company's products will continue through the end of 2018, as its most core end markets appear to have bottomed. Moreover, management has improved the company's cost structure, moderated capital spending and abstained from shareholder friendly policies through the downturn. The company's geographic diversification also affords some measure of protection against regional downturns, and some added financial flexibility to the extent that alternate sources of liquidity are needed. Titan's stable outlook reflects Moody's expectation of modest growth in the company's revenue and earnings through the end of 2018, which should contribute to more meaningful improvement in relative balance sheet strength and key credit metrics, including leverage and interest coverage. Titan's SGL-3 SGL Rating denotes an adequate liquidity profile characterized by sizable cash balances approximating $120 million pro forma for this transaction and about $60 million of availability under the company's undrawn asset-based revolving credit facility, which combined serve to offset the free cash flow short falls that Moody's anticipates through the end of 2018. The B3 (LGD4) rating on Titan's proposed $400 million of senior secured notes is in line with the B3 CFR and reflects the benefits of a first-lien pledge on certain specified domestic manufacturing and distribution assets. Ratings could be downgraded if liquidity weakens, with sustained negative free cash flow generation and/or cash balances dropping below $70 million. Ratings could also be downgraded if Debt-to-EBITDA rises above 8 times or EBITDA-to-interest drops below 1.25 times (1.7 times as of September 30, 2017). Ratings could be upgraded if end markets rebound meaningfully from their cyclical troughs, leading to Debt-to-EBITDA sustained below 5 times and free cash flow approaches 5% of debt balances. Titan is a manufacturer of wheels, tires, assemblies and undercarriage products for off-highway vehicles. The company serves end markets like agricultural, earthmoving/construction, and consumer. Titan sells its products directly to OEMs as well as the aftermarket through independent distributors, equipment dealers and distributions centers. The company produces tires primarily under the Titan and Goodyear brand names. For the twelve-month period ended September 30, 2017, Titan reported about $1.4 billion of revenue. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. TULARE REGIONAL: Fitch Withdraws D Revenue Bonds Rating on Default ------------------------------------------------------------------ Fitch Ratings has downgraded to 'D' from 'C' the rating on the $13,650,000 of series 2007 fixed-rate bonds issued by Tulare Local Health Care District, CA d/b/a Tulare Regional Medical Center (TRMC). Fitch has also affirmed the 'D' rating on TRMC's Issuer Default Rating (IDR). The ratings on the series 2007 revenue bonds and IDR have been withdrawn. KEY RATING DRIVERS PRINCIPAL PAYMENT DEFAULT: The downgrade of the revenue bonds to 'D' reflects the non-payment of principal on the bonds scheduled for Nov. 1, 2017. The successor indenture trustee, Wilmington Trust, National Association (Trustee) did not make the principal payment, as communicated in a Nov. 1, 2017 notice to bondholders. The notice indicated that the district has failed to remit to the Trustee certain payments required by the indenture and that the trustee intends to pay the interest component of the debt service payment scheduled for Nov. 1, 2017, but not to make payment of the principal component pending further assessment of the bankruptcy proceedings. The bond reserve account had a value of $1,420,049.45 as of the date of the notice. The Nov. 1, 2017 scheduled semi-annual interest payment is $347,672.50 ($695,345 annually payable on May 1 and November 1). The Nov. 1, 2017 scheduled annual principal payment is $580,000. BANKRUPTCY PROCEEDINGS: On Sept. 30, 2017, TRMC filed a petition to commence proceedings as a debtor under Chapter 9 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of California. The Nov. 1, 2017 notice to bondholders indicated that the district has announced a temporary suspension of its business as part of ongoing efforts by the District to separate from its existing management services provider. UNITI GROUP: Moody's Revises Outlook to Neg. & Affirms B2 CFR ------------------------------------------------------------- Moody's Investors Service has changed the ratings outlook for Uniti Group Inc. to negative following Moody's downgrade of Windstream Services, LLC to B2 with a negative outlook. As Uniti's largest tenant and main source of revenue, Windstream's credit profile significantly influences the ratings and outlook of Uniti. The downgrade of Windstream reflect its sustained weak operating trends, highlighted by weak EBITDA and cash flow metrics. Given Uniti's limited revenue diversity, the business and credit risk at Windstream will weigh heavily on Uniti. Moody's has also affirmed Uniti's B2 corporate family rating (CFR), B2-PD probability of default rating, Caa1 (LGD5) unsecured debt rating, and B1 (LGD3) senior secured debt rating. Outlook Actions: Issuer: Uniti Group Inc. -- Outlook, Changed To Negative From Stable Affirmations: Issuer: Uniti Group Inc. -- Probability of Default Rating, Affirmed B2-PD -- Corporate Family Rating, Affirmed B2 -- Senior Secured Bank Credit Facility, Affirmed B1 (LGD3) -- Senior Secured Regular Bond/Debenture, Affirmed B1 (LGD3) -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5) RATINGS RATIONALE Uniti's B2 corporate family rating (CFR) primarily reflects its reliance upon Windstream (B2, negative) for approximately 70% of pro forma revenues. Uniti's rating will remain linked with Windstream unless or until it can diversify its revenue stream such that Windstream represents meaningfully less than half of Uniti's total revenues. The rating also contemplates Uniti's high leverage of around 6x (Moody's adjusted, pro forma for acquisitions) and its limited retained free cash flow as a result of its high dividend payout and the growing capital intensity of acquired businesses. Offsetting these limiting factors are Uniti's stable and predictable revenues, its high margins and the strong contract terms within the master lease agreement between it and Windstream. Uniti's recent acquisitions represent a growing degree of revenue diversification which may help to eventually create some ratings separation between Uniti and Windstream. But Uniti's financial policy, specifically its potential use of debt to fund M&A, and high leverage both constrain its rating. The negative outlook reflects Uniti's tightly-linked credit profile to that of Windstream, which continues to face negative pressure. Moody's believes that the probability of default of Uniti is approximately equivalent to that of Windstream. However, Uniti may avoid a default under certain Windstream default scenarios, such as a distressed exchange (DE) or if Windstream enters bankruptcy and subsequently accepts (rather than rejects) the master lease. Moody's assigns a low probability of these alternate sceanrios (where Windstream defaults and Uniti does not) due to the inevitable conflict between the two parties as Windstream contemplates the sustainability of the large master lease rental payment. Moody's believes that any restructuring by Windstream will seek to reduce the rental payment as this represents the company's largest fixed charge, while at the same time, Uniti will seek to preserve the current terms of the lease agreement. While unlikely given the dependency on Windstream's credit profile, Moody's could raise Uniti's ratings if leverage were to be sustained below 4x (Moody's adjusted). Should Uniti diversify its revenue base such that the master lease agreement comprises less than 50% of its revenue, the company's ratings would evolve to reflect the weighted average credit profile of Windstream and the credit profile of Uniti's non-Windstream subsidiaries until such time that enough revenue diversity is achieved that a stand-alone assessment of Uniti's creditworthiness is warranted. Moody's believes that such a stand-alone assessment could be warranted when Uniti diversifies its base such that no single tenant represents more than 20% of total revenues. Moody's could lower Uniti's ratings if leverage were sustained above 6.5x or if there is any negative change in the credit profile of Windstream. Windstream's rating outlook is negative and its B2 rating could be downgraded if its fundamentals remain weak. The ratings for the debt instruments reflect both the probability of default of Uniti, to which Moody's assigns a PDR of B2-PD, and individual loss given default assessments. Moody's rates Uniti's senior secured credit facilities and senior secured notes at B1 (LGD3). Uniti's senior unsecured notes are rated Caa1 (LGD5), reflecting their junior position in the capital structure. Uniti Group, formerly Communications Sales & Leasing, Inc. is a publicly traded, real estate investment trust (REIT) that was spun off from Windstream Holdings, Inc. in April of 2015. The majority of Uniti's assets are comprised of a physical distribution network of copper, fiber optic cables, utility poles and real estate which are under long term, exclusive master lease to Windstream. Over time, Uniti has acquired additional fiber assets that it operates as a stand-alone carrier, serving enterprise and communications customers. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. VANITY SHOP: US Trustee Appoints Luis Salazar as CPO ---------------------------------------------------- Daniel M. McDermott, United States Trustee for Region 12, appoints Luis Salazar as the Consumer Privacy Ombudsman in the case of Vanity Shop of Grand Forks, Inc. Mr. Salazar is notified that a hearing for approval of a proposed sale of the Debtor's assets is scheduled for Nov. 14, 2017 at 9:30 a.m. before the United States Bankruptcy Court, Courtroom #3, Second Floor, Quentin N. Burdick Courthouse, 655 1st Avenue North, Suite 201, Fargo, North Dakota 58102-4932. Luis Salazar can be reached at: 2000 Ponce De Leon Blvd., Penthouse, Coral Gables, FL 33134 TEL: (305) 374-4848 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. VASARI LLC: Auction of FF&E at All Closed Branches by TAGeX Okayed ------------------------------------------------------------------ Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized Vasari, LLC, to sell its furniture, fixtures, and equipment at all closed restaurants at an auction to be conducted by TAGeX Sales, Inc. without further order of the Court. If the Debtor closes additional restaurants, it will file a notice with the Court stating the date of closure and whether the FF&E will also be sold. The sale of the FF&E is free and clear of all prior claims, liens and encumbrances. The Debtor is authorized to pay miscellaneous costs of closing and transfer of the FF&E from the proceeds of the sale. The provisions of Federal Rule of Bankruptcy Procedure 6004(h) staying the effectiveness of the Order for 14 days are waived, and the Order will be effective immediately upon entry thereof. About Vasari, LLC Fort Worth, Texas-based Vasari, LLC -- http://www.vasarillc.com/-- is a franchisee of the Dairy Queen restaurant with 70 locations in Texas, Oklahoma, and New Mexico. The Dairy Queen restaurants serve a normal fast-food menu featuring burgers, French fries, salads and grilled and crispy chicken in addition to frozen treats and hot dogs. Vasari, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 17-44346) on Oct. 30, 2017, with plans to close 29 locations. The Debtor estimated assets and debt of $10 million to $50 million. The Hon. Mark X. Mullin is the case judge. Husch Blackwell LLP is the Debtor's counsel. The Advantage Group Enterprise, Inc., is the auctioneer. Donlin, Recano & Company, Inc., is the claims agent. VASARI LLC: Has Interim OK for $1M Financing, Cash Collateral Use ----------------------------------------------------------------- Judge Mark X. Mullin of the United States Bankruptcy Court for the Northern District of Texas has entered an interim order authorizing Vasari, LLC, to: (a) obtain postpetition secured financing in an aggregate principal amount of up to $1,000,000, consisting of a superpriority debtor-in-possession revolving credit facility from Cadence Bank, N.A., as administrative agent and DIP Lender, with a maturity date of April 6, 2018, and (b) use cash collateral, and the proceeds and products thereof, pursuant to the terms and conditions of the DIP Financing Documents and the Interim Order. The Debtor may use the advances obtained under the DIP Facility and the DIP Collateral (including cash collateral) only for the purposes and in the amounts set forth in the Budget, which was approved by the Cadence Bank. The DIP Facility funds advanced pursuant to the terms of the Interim Order and the DIP Financing Documents will be allowed as administrative expenses of the Debtor's estates and have priority in payment over any other indebtedness and/or obligations now in existence or incurred hereafter by the Debtor, but subject to the Carve-Out. As security for the DIP Facility Advances and other post-petition costs payable under the DIP Financing Documents, Cadence Bank is granted a valid, binding, and enforceable lien, mortgage and/or security interest in all of the Debtor's presently owned or hereafter acquired property and assets, whether such property and assets were acquired before or after the Petition Date, of any kind or nature, whether real or personal, tangible or intangible, wherever located, including all proceeds thereof. The Pre-Petition Agent, on behalf of and for the benefit of the Pre-Petition Lender, is granted, solely to the extent of diminution in value of the Pre-Petition Liens in the Pre-Petition Collateral from and after the Petition Date, a valid, binding, enforceable and fully perfected Lien in all DIP Collateral junior only to the DIP Lien and the Carve-Out. Furthermore, the Debtor will make the following adequate protection cash payments to the Pre-Petition Agent: A. Interest on the Pre-Petition Obligations when due under the Pre-Petition Credit Agreement and at the rate provided in the Pre-Petition Credit Agreement plus 1.0% (currently totaling 6.740%). B. The reasonable, out-of-pocket fees and expenses of the Pre-Petition Agent, including, but not limited to, the Pre-Petition Agent's professionals. The DIP Liens, DIP Facility Superpriority Claims, and Adequate Protection Liens will be subject to right of payment of the following Carve-Out Amounts: A. unpaid post-petition fees and expenses of the Clerk of the Bankruptcy Court and statutory fees payable to the U.S. Trustee; B. unpaid postpetition fees and expenses of professionals of the Debtor and professionals of a Statutory Committee, but only to the extent such fees and expenses are: (a) incurred before the Termination Event; (b) within the amounts set forth in the Budget approved by Cadence Bank for such Professional through the date of the Termination Event; (c) subsequently allowed by the Bankruptcy Court; and (d) not otherwise paid from retainers, or any professional expense escrow account; C. any valid and enforceable PACA claims, and any valid and enforceable purchase money security interests; and D. postpetition fees and expenses of the Professionals incurred after the occurrence of a Termination Event in an aggregate amount not to exceed $50,000. Termination Event will mean the occurrence of the earlier of: (a) an Event of Default under any of the DIP Financing Documents; (b) the Debtor's failure to comply with the terms of the Interim Order or the Final Order; (c) any event or occurrence that results in termination of the RSA; (d) the Debtor's failure to pay, as and when due, any fee or amount of any kind owed by the Debtor to American Dairy Queen Corporation, International Dairy Queen, Texas Dairy Queen or any of their affiliates; or (e) the Debtor's failure to comply with any of the following Milestones: -- Use best efforts to file the motion to reject the leases for underperforming stores no later than November 6, 2017 seeking to reject them on the Petition Date; -- Within 30 days after the Petition Date, entry of the Final Order approving the DIP Facility; -- Within 30 days after the Petition Date, entry of an order approving the RSA; -- The Debtor will file a plan of reorganization subject to Cadence Bank's approval and consent with entry of an order confirming the plan of reorganization on or before April 6, 2018; -- No later than the date of filing such plan of reorganization, Equity Sponsor and Equity Investor will execute and deliver to the Debtor and Cadence Bank a subscription agreement in a form and substance reasonably acceptable to Cadence Bank, which obligates the Equity Investor to provide the Equity Injection; and -- No later than the date of the hearing to consider adequacy of the disclosure statement for such plan of reorganization, Equity Investor will have provided DIP Agent with evidence that Equity Investor has fully funded the amount of the Equity Injection, which will be satisfactory to DIP Agent in its sole discretion. A full-text copy of the Interim Order, dated Nov. 2, 2017, is available at http://tinyurl.com/y7kl89qc About Vasari, LLC Fort Worth, Texas-based Vasari, LLC -- http://www.vasarillc.com/-- is a franchisee of the Dairy Queen restaurant with 70 locations in Texas, Oklahoma, and New Mexico. The Dairy Queen restaurants serve a normal fast-food menu featuring burgers, French fries, salads and grilled and crispy chicken in addition to frozen treats and hot dogs. Roundtable Corporation, Food Service Holdings, Ltd. ("FSH"), and Concert Management, Ltd., Vasari's predecessors-in-interest to several of the DQ locations, sought bankruptcy protection (Bankr. E.D. Tex. Lead Case NO. 12-40510) in March 2012. In June 28, 2012, Vasari at the time owned by other individuals and entities unrelated to the current owner, acquired the assets of Roundtable, et al., including 71 DQ franchises, in exchange for $10,500,000. After operating Vasari for approximately 18 months, EMP Vasari Holding, LLC entered into that certain membership Interests Purchase Agreement dated December 2015, purchasing 100% of the equity of Vasari from the prior owners. Since that date, Vasari sold 4, closed 5, relocated 1, and opened 6 stores. Vasari, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 17-44346) on Oct. 30, 2017, with plans to close 29 locations. The Hon. Mark X. Mullin is the case judge. Husch Blackwell LLP is the Debtor's counsel. The Advantage Group Enterprise, Inc., is the auctioneer. Donlin, Recano & Company, Inc., is the claims agent. The Debtor estimated assets and debt of $10 million to $50 million. VASARI LLC: Taps Donlin Recano as Claims Agent ---------------------------------------------- Vasari, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Donlin, Recano & Company, Inc. as its claims and noticing agent. The firm will oversee the distribution of notices and the processing and maintenance of proofs of claim filed in the Debtor's Chapter 11 case. The hourly rates charged by the firm are: Senior Bankruptcy Consultant $175 Case Manager $140 Technology/Programming Consultant $110 Consultant/Analyst $90 Clerical $45 Roland Tomforde, chief operating officer of Donlin, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Roland Tomforde Donlin, Recano & Company, Inc. 6201 15th Avenue, Brooklyn, NY 11219 About Vasari, LLC Fort Worth, Texas-based Vasari, LLC -- http://www.vasarillc.com/-- is a franchisee of the Dairy Queen restaurant with 70 locations in Texas, Oklahoma, and New Mexico. The Dairy Queen restaurants serve a normal fast-food menu featuring burgers, French fries, salads and grilled and crispy chicken in addition to frozen treats and hot dogs. Vasari, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 17-44346) on Oct. 30, 2017, with plans to close 29 locations. The Debtor estimated assets and debt of $10 million to $50 million. The Hon. Mark X. Mullin is the case judge. Husch Blackwell LLP is the Debtor's counsel. The Advantage Group Enterprise, Inc. is the auctioneer. VINCHEM USA: Hearing on Plan Confirmation Set for Feb. 26 --------------------------------------------------------- The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida has approved Vinchem USA Corporation's disclosure statement. A hearing to consider the confirmation of the Debtor's plan is scheduled for Feb. 26, 2018 at 9:30 a.m. About Vinchem USA Corporation Vinchem USA Corporation filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-01802) on March 7, 2017. The petition was signed by Larry Nguyen, vice president. At the time of filing, the Debtor had $1.60 million in total assets and $1.68 million in total liabilities. Buddy D. Ford, Esq., and Jonathan A. Semach, Esq., at Buddy D. Ford, P.A., serve as bankruptcy counsel. The Debtor hired A+ Accounting and Tax, and G&S Accounting & Tax Services as its accountant. No trustee, examiner or statutory committee has been appointed in this case. VISION QUEST: Taps Paritz & Company as Accountant ------------------------------------------------- Vision Quest Lighting, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Paritz & Company, P.A. as its accountant. The firm will, among other things, prepare the Debtor's tax returns and monthly operating reports; review its books and records; and assist the Debtor in reconciling the actual results of operations to the budget or revise the budge if necessary. The firm's hourly rates for partners range from $350 to $425. Managers and staff accountants charge $275 per hour and $225 per hour, respectively. Brian Serotta, a certified public accountant employed with Paritz, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian A. Serotta Paritz & Company, P.A. 15 Warren Street Hackensack, NJ 07601 Tel: (201) 342-7753 Ext. 15 Fax: (201) 342-7598 Email: Bserotta@paritz.com About Vision Quest Ronkonkoma, New York-based Vision Quest Lighting -- http://www.vql.com/-- d/b/a E-Quest Lighting, is a custom lighting manufacturer in the United States with a client base that includes hotel and hospitality, national retail account brands, corporate offices and high-end residential projects. The company was founded Larry Lieberman. Starting as an engineering company specializing in theatrical lighting in 1996, VQL created unique lighting effects that are still used today all over the world. In 2005 VQL expanded its services into architectural lighting and has since expanded from a small engineering office to a 20,000-square foot manufacturing facility on Long Island in New York. Vision Quest Lighting filed for Chapter 11 bankruptcy protection(Bankr. E.D.N.Y. Case No. 17-73967) on June 28, 2017, estimating its assets at between $500,000 and $1 million and its liabilities at between $1 million and $10 million. The petition was signed by Lawrence Lieberman, its president. Judge Louis A. Scarcella presides over the case. Ronald J. Friedman, Esq., and Brian Powers, Esq., at SilvermanAcampora LLP, serve as the Debtor's bankruptcy counsel. WALL GROUP: Authorized to Use Cash Collateral Until Nov. 20 ----------------------------------------------------------- The Hon. Lena Mansori James of the U.S. Bankruptcy Court for the Middle District of North Carolina has entered an interim order authorizing Wall Group Industries, Inc. to use the cash collateral generated by its business operations to maintain its ongoing operations. A further hearing (which may be a final hearing) on the Debtor's Motion for Authority to Use Cash Collateral will be held on Nov. 20, 2017 at 10:30 a.m. The Debtor is authorized to use cash collateral solely to pay its ordinary, necessary and reasonable post-petition operating expenses and administrative expenses necessary for the administration of the estate, including the Debtor's reasonable attorneys' fees as approved by the Court and quarterly fees, as set forth in the Budget. The Budget provides total monthly expenses of approximately $38,953. The Debtor executed a Promissory Note in favor of Capital Bank N.A. in the principal amount of $800,000, secured with, among other collateral, a lien on substantially all of the Debtor's assets, including accounts receivable. In July of 2017 FFD, LLC was formed, and on July 31, 2017, FFD, LLC, purchased the Capital Bank Note and Capital Bank assigned its security interests to FFD, LLC. Consequently, FFD, LLC asserts a security interest in substantially all of the Debtor's assets, including accounts receivable, which constitutes cash collateral. Michael Olander, Jr., the minority shareholder in the Debtor, either individually or through various entities, is 100% owner of FFD, LLC. The Debtor has brought an adversary proceeding seeking recharacterization or equitable subordination of FFD's debt. Insulation Distributors, Inc. also has a security interest in substantially all of the Debtor's assets, including accounts receivable which constitutes cash collateral. The Debtor has an outstanding balance of $7,435.51 with Insulation Distributors. FFD, LLC and Insulation Distributors 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 each respectively held a similar, unavoidable security interest as of the Petition Date, and the proceeds thereof, whether acquired pre-petition or post-petition, but only to the extent of cash collateral used for purposes other than adequate protection payments. The Debtor will pay as additional adequate protection to Insulation Distributors the sum of $100 to be paid before November 20, 2017. Likewise, as additional adequate protection to FFD, LLC, the Debtor will pay the sum of $6,000 into a segregated debtor-in-possession account within ten days of the entry of the Interim Order. No funds may be withdrawn from the Segregated Account without an order from the Court. A full-text copy of the Interim Order, dated November 2, 2017, is available at http://tinyurl.com/y7zmwdfs About Wall Group Wall Group Industries, Inc., d/b/a The Wall Group -- http://www.thewall-group.com/-- 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. Wall Group Industries filed for Chapter 11 bankruptcy protection (Bankr. M.D. N.C. Case No. 17-80873) on Oct. 20, 2017, estimating its assets at between $100,000 and $500,000 and liabilities at between $1 million and $10 million. The petition was signed by Frankie Byrd, president. Judge Lena M. James presides over the case. James C. White, Esq., at Parry Tyndall White, serves as the Debtor's bankruptcy counsel. James Pappalardo is the Debtor's accountant. WEATHERFORD INTERNATIONAL: Incurs $256M Net Loss in Third Quarter ----------------------------------------------------------------- Weatherford International public limited company filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to the company of $256 million for the three months ended Sept. 30, 2017, compared to a net loss attributable to the company of $1.78 billion for the three months ended Sept. 30, 2016. Revenue for the third quarter of 2017 was $1.46 billion compared with $1.36 billion in the second quarter of 2017, or a 7% increase, and was 8% higher than the $1.36 billion of revenue reported in the third quarter of 2016. Sequentially, North America revenue increased 13% due to higher average land rig count in the United States and the seasonal recovery from the spring break-up in Canada. International revenue increased 4% sequentially, led by improvements in Europe and Russia while Latin America revenues increased due to the negative impact of the adjustment for the Venezuela revenue recognition in the prior quarter. Revenue for Land Drilling Rigs improved 5% sequentially. While most product lines reported higher revenue, Artificial Lift, Well Construction and Wireline Services led the sequential improvement in revenue. For the nine months ended Sept. 30, 2017, Weatherford reported a net loss attributable to the company of $875 million on $4.20 billion of total revenues compared to a net loss attributable to the company of $2.84 billion on $4.34 billion of total revenues for the same period during the prior year. As of Sept. 30, 2017, Weatherford International had $12.01 billion in total assets, $10.62 billion in total liabilities and $1.38 billion in total shareholders' equity. Mark A. McCollum, president and chief executive officer, commented, "I'm pleased with the progress we've made over the past three months and I am satisfied with the improvements in our financial results, with the exception of negative free cash flow during the quarter. Our highest priority is free cash flow generation. To that end, we have initiated a substantial transformation program targeting improvements in our operating results of approximately $1 billion. We are driving this plan on a timeline to achieve these savings over the next 18-24 months. Specific actions to achieve $300 million in cost savings are already underway. For example, we have already taken the first steps on our path to becoming a leaner and flatter organization. These first steps will result in annualized cost savings of approximately $115 million. With the new organizational foundation in place, we are now well positioned to address the cultural barriers to change and to drive the necessary process standardization that will accelerate our transition into a more efficient Company. This will enable a high level of consistency in our processes and will allow us to better integrate our product and service offerings in order to provide more competitive solutions to our customers. I am confident that these changes will lead to positive and measurable results in the coming quarters, beginning with our target of break-even free cash flow excluding restructuring and legal settlements in the fourth quarter." McCollum continued, "Our focus is now turning to relentlessly and reliably delivering on our promises to our customers, our investors and our employees. We have a vast number of products and technologies that customers want and value. We also have a highly skilled and motivated global workforce and strong customer relationships. I am convinced that with this foundation, combined with an improved ability to consistently and more efficiently serve our customers, we will be able to unlock the tremendous potential that exists within Weatherford." Net cash used in operating activities was $243 million for the third quarter of 2017 and includes cash payments of $183 million for debt interest, $46 million for cash severance and restructuring costs and $30 million for the final installment of our SEC legal settlement. Capital expenditures of $65 million increased by $23 million or 55% sequentially, and increased $3 million or 5% from the same quarter in the prior year. The Company remains in compliance with its financial covenants as defined in our revolving and secured term loan credit facilities as of Sept. 30, 2017. Further, based on current financial projections, Weatherford expects to continue to remain in compliance with all covenants. A full-text copy of the Form 10-Q is available for free at: https://is.gd/5lR6gj About Weatherford Weatherford International plc, an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company. Weatherford provides equipment and services used in the drilling, evaluation, completion, production and intervention of oil and natural gas wells. The Company operates in over 90 countries and has a network of approximately 860 locations, including manufacturing, service, research and development, and training facilities and employs approximately 29,500 people. Weatherford reported a net loss attributable to the Company of $3.39 billion on $5.74 billion of total revenues in 2016, compared to a net loss attributable to the Company of $1.98 billion on $9.43 billion of total revenues in 2015. * * * In November 2016, Fitch Ratings downgraded the ratings for Weatherford and its subsidiaries, including the companies' Long-Term Issuer Default Ratings to 'CCC' from 'B+'. The downgrade reflects the potential further tightening of the company's specified leverage and L/C ratio covenant following the fourth quarter (4Q) 2016 calculation, and with the expected 0.5x step-down in 1Q 2017 per the Credit Agreement. WHOLELIFE PROPERTIES: Trustee Selling McKinney Property for $7.9M ----------------------------------------------------------------- Daniel J. Sherman, the Chapter 11 Trustee of WholeLife Properties, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of interest in approximately 17.172 acres of undeveloped real estate at the intersection of Collin-McKinney Parkway and Alma road in McKinney, Texas, to Anant Patel, or his controlled affiliate, for $7,900,000 cash. Objections, if any, must be filed within 24 days of the service of the Motion. The assets of the estate include the Craig Ranch Property. The sale also includes 200 TPC social memberships at Craig Ranch. The Trustee desires to sell the estate's interest in the Craig Ranch Property and the 200 TPC social memberships at Craig Ranch to the Buyer for the sum of $7,900,000 cash, with $79,000 earnest money. The sale will be free and clear of liens and encumbrances with any liens or encumbrances to attach to the proceeds of the sale, except for the liens securing the payment of all past due taxes and the pro rata share of 2017 ad valorem taxes which will be paid at closing. In addition to normal closing costs, realtor's commission will be paid at closing. The gross purchase price will be used in calculating the Trustee's commission. The Trustee believes the sale of the property in this manner is in the best interest of the estate and ensures the greatest return. The proposed sale is subject to any higher and/or better cash offer from a qualified buyer. The Trustee has also received a "back-up" offer from NDN, LLC in the amount of $7,500,000, with $300,000 earnest money. In the event that the offer made by Anant Patel for $7,900,000 does not close by Jan. 31, 2018, or Patel advises the Trustee that he will not close the sale by Jan. 31, 2018, the Trustee needs an order from the Court authorizing him to sell the property to NDN. The sale will be free and clear of liens and encumbrances with any liens or encumbrances to attach to the proceeds of the sale, except for the liens securing the payment of all past due taxes and the pro rata share of 2017 ad valorem taxes which will be paid at closing. In addition to normal closing costs, realtor's commission will be paid at closing. The gross purchase price will be used in calculating the Trustee's commission. A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/WholeLife_Properties_170_Sales.pdf The Trustee believes the sale of the property in a back-up contract in this manner is in the best interest of the estate and ensures the greatest return if the contract with Patel does not close by Jan. 31, 2018 or the Trustee is advised by Patel that the sale will not close by Jan. 31, 2018. The Trustee further asks that the Court waives the 14-day stay pursuant to Rule 6004(h) and that the Order authorizing the sale be effective immediately upon entry by the clerk. The Purchasers: Anant Patel 307 Dover Heights Trail Mansfield, TX 76063 Telephone: (817) 944-9151 E-mail: anant345@yahoo.com NDN, LLC 990 Security Row, Suite 102 Richardson, TX 75081 Telephone: (972) 757-1555 E-mail: jjl@amctronix.com About WholeLife Properties WholeLife Properties, LLC, owns two undeveloped tracts of land located in McKinney, Texas that is intended to be developed into a mixed use complex and 200 social memberships to the TPC at Craig Ranch, a private golf club in McKinney, Texas. WholeLife Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-42274) on June 7, 2016. The petition was signed by John B. Lowery, as sole member of WholeLife Companies, Inc., sole member of WholeLife Properties, LLC. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and debt of $1 million to $10 million. Melissa Hayward, Esq., at Franklin Hayward LLP, is the Debtor's general bankruptcy counsel. The case is assigned to Judge Mark X. Mullin. To date, no committee of unsecured creditors has been appointed. Mr. Lowery was involved in another Chapter 11 debtor, Cornerstone Ministries Investments, Inc., which filed Feb. 10, 2008 (Bankr. N.D. Ga. Case No. 08-20355). Mr. Lowery joined Cornerstone in approximately 2004 to oversee several single family housing projects that were being developed by Cornerstone. Daniel J. Sherman, is the Chapter 11 Trustee of WholeLife Properties, LLC. He is represented by Sherman & Yaquinto, L.L.P., as counsel. WINDSTREAM SERVICES: Fitch Rates New $250MM Sr. Secured Notes BB+ ----------------------------------------------------------------- Fitch Ratings has assigned a 'BB+'/'RR1' rating to Windstream Services, LLC's new $250 million senior secured notes maturing in 2025. Proceeds from the offerings will be used in full to repay a portion of the revolver under the senior secured credit facility. The new notes are pari-passu to the secured credit facility. Windstream's ratings are on Negative Watch after the company received a notice of default from one of its noteholders on its 6 3/8% bonds. Windstream is defending the allegations and has filed a legal proceeding on the matter. Windstream also announced debt exchange offers on certain notes and consent solicitations for waiver of the alleged defaults. Fitch does not consider the debt exchanges as distressed debt exchanges (DDEs). The Negative Watch will be resolved following resolution of the pending litigation and conclusion of the consent solicitations and debt-exchange offers. 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 Networks acquisition (together, the transactions). 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 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 than its peers. Larger companies, including AT&T Inc. (A-/RWN), Verizon Communications Inc. (A-/Stable), and CenturyLink, Inc. (BB+/RWN), have an advantage as 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 impact the rating. KEY ASSUMPTIONS Fitch's key assumptions within its rating 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 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 because of 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. WINDSTREAM SERVICES: Moody's Lowers Corporate Family Rating to B2 ----------------------------------------------------------------- Moody's Investors Service has downgraded the corporate family rating (CFR) of Windstream Services, LLC (Windstream) to B2 from B1 based on the company's sustained weak operating trends. Moody's has also downgraded Windstream's probability of default rating (PDR) to B2-PD from B1-PD, its secured rating to B2 from B1 and its unsecured rating to B3 from B2. Windstream's speculative grade liquidity (SGL) rating remains at SGL-2. The negative outlook remains unchanged due to Moody's expectation of continued pressure on EBITDA which could result in sustained negative free cash flow and higher leverage. Moody's has also assigned a B2 rating to the company's new secured bond offering, in line with Windstream's other secured debt instruments following the downgrade. The proceeds from the debt raise will be used for the partial repayment of revolver borrowings. Secured notes issued in conjunction with the company's ongoing exchange offers are also rated B2, in line with remainder of the secured class. Windstream's weak revenues and EBITDA continue to weigh on its ratings, with year over year declines in the 4% to 5% range. Moody's expects Windstream to face continued top line pressure but that expense savings initiatives may partially offset the EBITDA pressure. In August, the company announced that it would eliminate its common dividend and implement a $90 million share repurchase program that expires in early 2019. Moody's does not expect Windstream to generate sufficient cash to fund its share repurchase and reduce debt and, absent a change in EBITDA trajectory, the company's ratings will continue to face downward pressure. The following rating actions were taken: Downgrades: Issuer: Windstream Services, LLC -- Probability of Default Rating, Downgraded to B2-PD from B1-PD -- Corporate Family Rating, Downgraded to B2 from B1 -- Senior Secured Bank Credit Facility, Downgraded to B2 (LGD 3) from B1 (LGD 3) -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD 4) from B2 (LGD 4) Assignments: Issuer: Windstream Services, LLC -- Senior Secured Regular Bond/Debenture, Assigned B2 (LGD 3) Outlook Actions: Issuer: Windstream Services, LLC -- Outlook, Remains Negative Affirmations: Issuer: Windstream Services, LLC -- Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE Windstream's B2 corporate family rating reflects its scale as a national wireline operator with a stable, predictable base of recurring revenues, offset by high leverage, a declining top line and margin pressure. Moody's believes that Windstream faces a continued erosion of EBITDA and cash flows as a result of prior underinvestment and the company's challenged competitive position. Moody's expects Windstream's pro forma EBITDA to decline in the low single digit percentage range for the next several years, although some of this impact could be offset by merger synergies and greater investment into the consumer segment. Moody's views Windstream as having limited leverage tolerance due to its low asset coverage following the 2015 sale and leaseback transaction of its outside plant and real estate assets to Uniti Group. Moody's believes Windstream will maintain good liquidity over the next twelve months with $24 million of cash on hand at 6/30/17 and $500 million available on its $1.25 billion revolver, assuming all proceeds from the secured bond raise (excluding amounts exchanged for unsecured bonds) go towards repayment of the revolver. Windstream has been proactive in redeeming and refinancing near-term maturities and has no material maturities before 2020. Further, the company's in-progress exchange offer would improve liquidity by pushing out maturities on portions of the outstanding notes. The ratings for the debt instruments comprise both the overall probability of default of Windstream, to which Moody's maintain a PDR of B2-PD, the average family loss given default assessment and the composition of the debt instruments in the capital structure. Moody's rate the senior secured debt including the $1.25 billion revolver and approximately $1.8 billion of term loans and the new secured notes at B2, LGD3. Windstream's secured debt benefits from a collateral package that includes a pledge of assets and upstream guarantees from subsidiaries representing approximately 20% of total company cash flow. Also, the secured debt benefits from a pledge of the equity interest in certain non-guarantor subsidiaries. The ratings recognize that regulatory restrictions may limit the collateral pledge for certain non-guarantor subsidiaries. In addition the ratings on the secured debt reflect the limited collateral value following the contribution of Windstream's outside plant assets to the REIT entity. For this reason, there is no ratings gap between the secured debt and the CFR. Windstream's senior unsecured notes are rated B3, LGD4, reflecting their junior position in the capital structure. Moody's could downgrade Windstream's ratings further if the company is unable to transition to approximately stable EBITDA over the next 12 to 18 months, its liquidity deteriorates or its subscriber trends worsen. Moody's could stabilize the outlook if Windstream was on track to achieve stable EBITDA, while maintaining leverage below 5.5x and good liquidity. Given the company's weak fundamentals a ratings upgrade is unlikely at this point. Windstream Services, LLC is a pure-play wireline operator headquartered in Little Rock, AR that provides telecommunications services in 48 states. For the last twelve months ended June 30, 2017 Windstream generated $6.1 billion in revenues. The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. WOODSIDE MANAGEMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor affiliates that simultaneously filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Woodside Management Inc. 17-13150 25 E 86th Street Apt. 9F New York, NY 10028 Tunnel Taxi Management, LLC 17-13151 Downtown Taxi Management, LLC 17-13152 28th Street Management Inc. 17-13153 Industry: Taxi and Limousine Service Chapter 11 Petition Date: November 6, 2017 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Mary Kay Vyskocil Debtors' Counsel: Warren J. Martin, Jr., Esq. PORZIO, BROMBERG & NEWMAN, P.C. 100 Southgate Parkway Morristown, NJ 07962 Tel: 973-538-4006 E-mail: wjmartin@pbnlaw.com - and - Brett S. Moore, Esq. PORZIO, BROMBERG & NEWMAN, P.C. 156 West 56th Street, Suite 803 New York, NY 10019-3800 Tel: (212) 265-6888 E-mail: bsmoore@pbnlaw.com Estimated Estimated Assets Liabilities ---------- ----------- Woodside Management Inc. $1M-$10M $10M-$50M Tunnel Taxi Management, LLC $1M-$10M $10M-$50M The petitions were signed by Evgeny Friedman, president. The Debtors' each did not file a list of 20 largest unsecured creditors together with the petitions. A full-text copies of Woodside's and Tunnel Taxi's petitions are available for free at: http://bankrupt.com/misc/nysb17-13150.pdf http://bankrupt.com/misc/nysb17-13151.pdf Pending bankruptcy cases filed by affiliates: Debtor Petition Date Case No. ------ ------------- -------- Red Bull Taxi Inc. 11/14/16 16-13153 Taxopark Inc. 12/23/16 16-13570 [*] Peggy Hunt Appointed to Utah Securities Commission ------------------------------------------------------ International law firm Dorsey & Whitney LLP on Nov. 6 disclosed that Peggy Hunt, a partner in the Firm's Salt Lake City office, has been appointed to the Utah Securities Commission by Governor Gary R. Herbert. Ms. Hunt joins four other Utah citizens to support the Utah Division of Securities in setting policy, adopting rules, and adjudicating enforcement actions brought by the Division. Each member is appointed by the governor and serves a four-year term. Ms. Hunt has been working in the area of bankruptcy and receivership law for more than 25 years and is a Fellow in the American College of Bankruptcy. She serves as a Panel Chapter 7 trustee for the District of Utah, and she has represented distressed companies, banks and other creditors, equity holders and Chapter 11 and 7 trustees in all aspects of the workout, restructuring and liquidating process, including in related litigation. Ms. Hunt also serves as lead counsel to trustees and equity receivers appointed in some of the largest Ponzi and securities fraud cases in Utah. "I'm honored to receive this appointment and look forward to working with the great staff at the Utah Division of Securities and other members of the Securities Commission to make Utah's investment markets free of fraud," said Ms. Hunt. About Dorsey & Whitney LLP Clients have relied on Dorsey since 1912 as a valued business partner. With locations across the United States and in Canada, Europe and the Asia-Pacific region, Dorsey provides an integrated, proactive approach to its clients' legal and business needs. Dorsey represents a number of the world's most successful companies from a wide range of industries, including leaders in the banking, energy, food and agribusiness, health care, mining and natural resources, and public-private project development sectors, as well as major non-profit and government entities. ********* 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 ***