/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171110.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, November 10, 2017, Vol. 21, No. 313 Headlines 175 LENOX: Sets Procedures Selling All Assets AAA NURSING: Has Interim Approval to Use Cash Collateral ADA CONROY: Lawyer Ordered to Disgorge $5,907 to John Conroy ALLEGHENY TECHNOLOGIES: Equity Issue & JV Credit Pos, Moody's Says AMC ENTERTAINMENT: Moody's Puts B1 CFR on Review for Downgrade ARCONIC INC: Posts $119 Million Net Income in Third Quarter ARMSTRONG ENERGY: Wants to Use Wells Fargo Bank's Cash Collateral ARTISANAL 2015: Landlord's Bid to Dismiss Chapter 11 Case Nixed ATNA RESOURCES: Trustee Must Pay DOJ Watchdog Statutory Fees B. L. GUSTAFSON: Seeks February 11 Plan Filing Period Extension BASSETT BUILDING: Taps Totaro & Shanahan as Legal Counsel BEAR METAL WELDING: May Use Cash Collateral Through Nov. 30 BILLNAT CORP: DOJ Watchdog Names L. Salazar as Ombudsman BTS TRANSPORTATION: Case Summary & 17 Largest Unsecured Creditors BURNINDAYLIGHT LLC: U.S. Trustee Unable to Appoint Committee C&D COAL: Kingston Coal Resigns as Committee Member CANTRELL DRUG: Case Summary & 20 Largest Unsecured Creditors CARDIAC CONNECTIONS: U.S. Trustee Forms 2-Member Committee CHELSEA CRAFT: DOJ Watchdog Names Y. Geron as Chapter 11 Trustee CHITTUR & ASSOCIATES: District Court Affirms APF Relief from Stay CITGO PETROLEUM: Moody's Lowers Corporate Family Rating to Caa1 CLINE GRAIN: Family Members Buying All Vehicles & Eqpt. for $45K COLORADO NATIONAL: Case Summary & 20 Largest Unsecured Creditors COMBIMATRIX CORP: Incurs $610,000 Net Loss in Third Quarter COMSTOCK RESOURCES: Incurs $24.7 Million Net Loss in Third Quarter COPSYNC INC: Taps Adams and Reese as Legal Counsel CORE SUPPLEMENT: Taps Mayfield Bustarde as Corporate Counsel CORE SUPPLEMENT: Taps Stephen C. Hinze as Bankruptcy Counsel DAKEDA LLC: U.S. Trustee Unable to Appoint Committee DATA COOLING: Thermotech Buying All Thermotech Assets for $478K DAVID J. LADOUCEUR: Court Dismisses Chapter 11 Bankruptcy Case DCP MIDSTREAM: Moody's Assigns Ba2 Corporate Family Rating DELTA MECHANICAL: Chrome Wants Creditors' Committee Disbanded DENVER SELECT: U.S. Trustee Unable to Appoint Committee DERRON TIMOTHY LEE: Must Show Cause Why PCO Not Necessary DETROIT, MI: Union President Not Allowed to Represent AME DIAMOND CONTRACT: Wants to Use Hyperion Bank's Cash Collateral DISCOVER FINANCIAL: Moody's Affirms Ba1 Sr. Unsec. Bonds Rating EDWARD GREENE: Says Appointment of Ombudsman Not Necessary ENERGY TRANSFER: Egan-Jones Hikes Sr. Unsec. Ratings to BB- ENERGY TRANSFER: Moody's Rates New Series A Preferred Stock 'Ba2' EPTMS INC: Has Court's Interim Nod to Use Cash Collateral EVAN JOHNSON: Plan Filing Period Extended for Additional 90 Days EVERMILK LOGISTICS: Seeks December 11 Plan Filing Extension EXGEN TEXAS: Case Summary & 30 Largest Unsecured Creditors EXGEN TEXAS: Exelon Gives Up 4 of 5 Gas-Fired Plants to Lenders EXGEN TEXAS: Exelon's $60M to Open Dec.18 Auction for Handley Plant EXGEN TEXAS: Files Debt-To-Equity Chapter 11 Plan FIDALGO 2010: May Use Cash Collateral Through Dec. 31 FINANCIAL RESOURCES: Wants to Use Cash for Additional 90 Days FLORIDA COSMETOGYNECOLOGY: Taps Van Horn as Legal Counsel GEO V. HAMILTON: Has Final OK to Enter Into Insurance Premium Pact GETTY IMAGES: Moody's Rates New $54.56MM Revolver Loans 'B3' GLOBAL SOLUTIONS: Has Until Jan. 31 to Exclusively File Plan GRAND HEALTH REALTY: Diamond Royal Condo Unit Up for Sale Dec. 8 GST AUTOLEATHER: Committee Opposes DIP Loan, Quick Sale HAHN HOTELS: Wants to Enter Into Agreements With Marcus & Millichap HAHN HOTELS: Wants to Enter Into Listing Agreement with Lifestyles INCA REFINING: Court Okays DIP Financing INGERSOLL FINANCIAL: Case Summary & 2 Unsecured Creditors IREP MONTGOMERY-MRF: Taps Jones Walker as Legal Counsel JN MEDICAL: Amends Plan to Disclosure Suit Against Auro Vaccines KANSAS CITY INTERNAL: Case Summary & 9 Unsecured Creditors KAPPA DEVELOPMENT: Contract Funds Property of Estate, Court Says KDM CONSTRUCTION: Case Summary & 10 Unsecured Creditors LAST FRONTIER: Plan Confirmation Hearing on Nov. 20 LAURA ELSHEIMER: May Use Cash Collateral Through Jan. 31, 2018 LE CENTER, MN : Moody's Hikes GO Debt Rating From Ba1 LEXINGTON HOSPITALITY: Court Extends Cash Collateral Use LINTON SHAFER: U.S. Trustee Unable to Appoint Committee LOANCORE CAPITAL: Moody's Puts B1 Rating on Review for Downgrade LOLA PROPERTIES: Foreclosure Sale Moved to Nov. 17 M/V JACK FITZ: Case Summary & Unsecured Creditor MD2U MANAGEMENT: U.S. Trustee Unable to Appoint Committee MERCY HOSPITAL: Moody's Confirms B1 on $70MM Revenue Bonds MIRANDA HARRIS: U.S. Trustee Unable to Appoint Committee MOBILESMITH INC: Appoints Robert Smith as Director MOMENTIVE PERFORMANCE: Moody's Puts Caa1 CFR Under Review MONTCO OFFSHORE: Exclusive Plan Filing Period Extended to Nov. 27 NAVILLUS TILE: Case Summary & 20 Largest Unsecured Creditors NAVILLUS TILE: NY Contractor Files After Losing $76MM Case NORTHEAST ENERGY: Unsecureds to be Paid 90% Under Exit Plan ODEBRECHT OLEO: Files Chapter 15 After $5B Plan Okayed in Brazil OI SA: Creditors Present Revised Restructuring Plan Term Sheet OMINTO INC: Errors Found in Previously Issued Financial Statements PETE ENTERPRISES: U.S. Trustee Unable to Appoint Committee PHOENIX OF TENNESSEE: Wants to Enter into Agency Contract with GBCI PINPOINT WAREHOUSING: Four Creditors Appointed to Creditors' Panel PJ REAL ESTATE: Plans to Sell Bowie Property to Pay Creditors PLATFORM SPECIALTY: Moody's Rates New $550MM Unsec. Notes Caa1 PRECIPIO INC: Vendors OK $5 Million Debt Reduction PROFLO INDUSTRIES: Hearing on Cash Collateral Use Set for Nov. 16 PUERTO RICO: Oppenheimer, et al., Still Own $4.6 Billion of Bonds PUERTO RICO: PREPA Bondholders Group Disclose Updated Holdings PUERTO RICO: U.S. to Defend Constitutionality of PROMESA QEP RESOURCES: Fitch Rates $500MM Unsecured Notes Due 2026 'BB' QUADRANT 4: Amended Interim Cash Collateral Order Entered QUADRANT 4: Stratitude Taps Adelman as Legal Counsel REDIGI INC: Creditors' Bid for Appointment of Ch. 11 Trustee Denied RESEARCH NOW: Moody's Rates New $790MM 1st Lien Loans 'B1' ROYAL T ENERGY: Wants to Use IRS's Cash Collateral RUPARI HOLDINGS: Plan Confirmation Hearing Set for December 14 S&R SNUBBING: Taps Robl Law Group as Legal Counsel SAC DEVELOPMENT: Pace Buying Alpaugh Agricultural Land for $3M SPECTRUM ALLIANCE: Selling for $5.5M Cash, Assumption of $61M Debt SPECTRUM HEALTHCARE: PCO Reports Torrington Closed Since Sept. 29 SPRUHA SHAH: May Use Cash Collateral Through Nov. 30 STYLES FOR LESS: Files for Bankruptcy with Plans to Keep Stores TEC-AIR INC: U.S. Trustee Forms 7-Member Committee TERRAVIA HOLDINGS: Files Chapter 11 Plan of Liquidation TEVA PHARMACEUTICAL: Fitch Lowers Issuer Default Rating to BB THINK FINANCE: U.S. Trustee Forms Three-Member Committee TRE AMICI LEASING: Nov. 30 Plan Confirmation Hearing UOS LLC: Moody's Affirms B2 Corp. Family Rating; Outlook Stable US OIL SANDS: Chapter 15 Case Summary VALEANT PHARMACEUTICALS: Moody's Affirms B3 CFR; Outlook Stable VANGUARD HEALTHCARE: May Use Cash Collateral Until Jan. 15, 2018 VENOCO LLC: AC Pipe Buying Surplus Equipment for $50K VENOCO LLC: Office Furniture Outlet Buying Office Equipment for $3K VERDUGO ENTERPRISES: L. Kotzin Named Chapter 11 Trustee VILLAGE DEVELOPMENT: Unsecureds Classified Into Two in Amended Plan WEIGHT WATCHERS: Moody's Hikes CFR to B1; Outlook Stable WORD INTERNATIONAL: U.S. Trustee Unable to Appoint Committee [^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures ********* 175 LENOX: Sets Procedures Selling All Assets --------------------------------------------- 175 Lenox Restaurant, LLC, asks the U.S. Bankruptcy Court for the Southern District of New York to authorize the bidding procedures to govern the sale of substantially all assets to El Encanto de Lola 2, LLC ("Purchaser No. 1") for $175,000, or Moutaz Ali or designee ("Purchaser No. 2") for $240,000, subject to overbid. The Debtor is a restaurant located at 175 Lenox Avenue, New York, New York ("Premises"). It previously entered into the Lease of the Premises from Lenox NY, LLC. The Debtor had numerous difficulties both with the Landlord and the neighborhood. Its efforts to sell the Premises began almost immediately. The Debtor continued efforts to sell the Premises in the Chapter 11 proceeding. The Debtor has obtained a purchase offer from Purchaser No. 1. It progressed almost to the point of submitting the contract of sale with Purchaser No. 1, whose offer is in the amount of $175,000 for its assets, with $17,500 as earnest money. The offer of Purchaser No. 1 has no broker. Then Purchaser No. 2 made an offer for the equity interests of the Debtor, in the amount of $240,000. The offer of Purchaser No. 2 has a broker, Great American Brokerage. The commission on Purchaser No. 2 is 10% of the purchase price. The Debtor recognizes that the two offers are not completely comparable. It seeks the right to offer both for bidding and will select, from the bids, what it considers to be the highest and best offer, based upon which offer will net the Estate a greater return. In order to ensure that the highest and best price is received for the Assets, and/or the Debtor, it has established the proposed Bidding Procedures to govern the submission of competing bids at an Auction. The salient terms of the Bidding Procedures are: a. Purchased Assets: The Sale is alternatively for substantially all of the Debtor's assets including (i) the Debtor's interest for the Lease of the Premises, (ii) all tangible personal property, including all furniture, fixtures and equipment located at the store and (iii) all inventories. b. Bid Deadline: (TBD) at 5:00 p.m. (ET) c. Deposit: 10% of the offer in cash or cash equivalent d. Auction: At the Court on (TBD). The Bidding at the Auction will continue until such time as the highest and/or otherwise best Qualified Bid is received. e. Sale Hearing: November (TBD), 2017 at (TBD) f. Sale Objection Deadline: November (TBD), 2017 at 5:00 p.m. A copy of the Agreements and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/175_Lenox_28_Sales.pdf All bids submitted for the purchase of the Debtor's Assets will remain open, and all deposits held in the attorney escrow account of the Debtor's counsel until the sale of the Debtor’s Assets to the Successful Bidder is consummated. In the event that the Successful Bidder is unable to consummate on the Sale of the Debtor's Assets, the next highest and/or best bidder will then be required to consummate on the Sale of the Debtor's assets. However, if the Purchaser is the Backup Bidder, the Purchaser's bid will remain open for 7 days after the Sale Hearing, unless otherwise agreed between the Debtor and the Purchaser. As the total consideration payable, in cash, under the APA, $200,000, well exceeds the disputed arrearages owed to the Landlord of approximately $150,000, the Debtor submits that the assumption of the Lease and its assignment through the Sale is warranted by the Bankruptcy Code. The cure amount of approximately $120,000 owed to the Landlord should be escrowed pending the Debtor's fixing the cure amount due to the Landlord. All of the sale proceeds will be received by the Debtor. It asks authority to conduct the Auction free and clear of all liens with the liens to attach to the proceeds of sale (i.e., gross proceeds, less expenses). The Debtor submits, however, that the sale of itself to the Purchaser, in accord with the terms of the bid of Purchaser No. 2, will be the highest and best offer. Therefore, it asks that the Court authorizes and approves the Sale of its assets or the Debtor. The Debtor's estate has or is anticipated to have, these estimated liabilities: Creditor Type of Claim Est. Amount Owed -------- ------------------ ----------- US Trustee Fees (est.) Administrative $1,500 Chapter 11 Professional Administrative $15,000 Fees (est.) Landlords Arrearages Administrative $120,000 (Disputed) Frandel Electric Secured $32,000 (secured claim) M2 Squared (secured claim) Secured $50,128 James Goldman Administrative $25,000 507(a)(8) Tax Claims Priority $29,000 General Unsecured Claims Unsecured $25,000 Purchaser No. 1's offer of $175,000 for the Debtor's Assets is not sufficient to provide for a complete distribution to the Debtor's creditors. For there to be a distribution to unsecured creditors would require additional higher bids to be obtained at the Auction in excess of $267,500. Purchaser No. 2's offer would provide for a subsequent plan of reorganization, as the Purchaser would be acquiring equity. The fees owed for United States Trustee Fees under 28 U.S.C. Section 1930 and statutory interest, if any, pursuant to 31 U.S.C. Section 3717, through the closing of the case will be carved out from the Sale. Additionally, the Professionals reserve their rights to agreed claims under Section 506(c) of the Bankruptcy Code. The Debtor asks that the Court, in its discretion, waives the 14-day stay imposed by Rule 6004(h). Purchaser No. 1: EL ENCANTO DE LOLA 2, LLC 110 West 111 Street, Apt. 3 New York, NY 10026 Purchaser No. 1 is represented by: John J. Lynch, Esq. LAW OFFICE OF JOHN J. LYNCH 450 Seventh Avenue Suite 704 New York, NY 10123 Purchaser No. 2 is represented by: Fred L. Seeman Esq. 32 Broadway, Suite 1214 New York, NY 10004 Telephone: (212) 608-5000 E-mail: Fred@SeemanLaw.com Counsel for Debtor: Robert L. Rattet, Esq. RATTET PLLC 202 Mamaroneck Avenue White Plains, NY 10601 Telephone: (914) 381-7400 About 175 Lenox Restaurant 175 Lenox Restaurant, LLC is a restaurant located at 175 Lenox Avenue, New York, NY 10036. 175 Lenox Restaurant sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-11344) on May 15, 2017. The petition was signed by James Goldman, Managing Member. The Debtor estimated assets and liabilities of $100,001 to $500,000. The Debtor tapped Robert Leslie Rattet, Esq., at Rattet PLLC as counsel. AAA NURSING: Has Interim Approval to Use Cash Collateral -------------------------------------------------------- The Hon. Victoria S. Kaufman of the U.S. Bankruptcy Court for the Central District of California has granted AAA Nursing Services, Inc., permission for interim use of cash collateral. The Court will authorize the use of cash collateral for "business gifts" as set forth in the Debtor's budget, provided that the Debtor must set forth in each monthly operating report: (1) a description of each business gift made during that month; (2) the recipient of each business gift; and (3) the amount of each business gift. The continued hearing on the use of cash collateral to pay insider compensation is set for Nov. 16, 2017, at 2:00 p.m. A copy of the court order is available at: http://bankrupt.com/misc/cacb17-12433-62.pdf As reported by the Troubled Company Reporter on Oct. 5, 2017, the Court previously approved the Debtor's use of cash collateral on an interim basis in accordance with the budget attached to the motion, as amended to include an October 2017 payment of $3,000 to the Internal Revenue Service. The Court at that time did not authorize the use of cash collateral on an interim basis for "business gifts," as listed in the Debtor's budget, as well as payment of insider compensation in the amount of $8,000 per month. About AAA Nursing Headquartered in Canoga Park, California, AAA Nursing Services Inc. filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-12433) on Sept. 12, 2017. The petition was signed by Omnia Kilani, its President. The Debtor is represented by Michael Jay Berger, Esq., and Sofya Davtyan, Esq., at the Law Offices of Michael Jay Berger. The Debtor estimated at least $50,000 in assets and $100,000 to $500,000 in liabilities. ADA CONROY: Lawyer Ordered to Disgorge $5,907 to John Conroy ------------------------------------------------------------ Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern District of New York entered an order requiring lawyer Fredrick P. Stern, Esq., to disgorge fees to Debtor Ava Conroy's son John Conroy. On July 13, 2016, Stern filed a motion to convert Debtor's chapter 13 case to a case under chapter 11. Stern recited that Debtor owed secured debt above the eligibility limit for chapter 13, albeit without citing Section 109(e). On Oct. 14, 2016, the Court entered an Order converting Debtor's chapter 13 case to a case under chapter 11 of the Bankruptcy Code. Stern continued to appear as counsel of record for Debtor. On Feb. 10, 2017, the Office of the United States Trustee filed a motion to dismiss Debtor's chapter 11 case for, among other reasons, Debtor's failure to attend the 341 meeting of creditors. The Motion to Dismiss was granted by the Court. During the course of Debtor's chapter 11 case, Stern did not file a statement of the compensation paid or agreed to be paid for services rendered or to be rendered in contemplation of or in connection with Debtor's chapter 11 case, including the Motion to Convert, and the source of such compensation. He also did not file an application to be retained as Debtor's chapter 11 counsel. On April 7, 2017, Stern filed a fee statement, which states that he was paid $6,407 by Debtor's son, John Conroy, for handling the case, although it is silent as to when he was paid. While he outlined matters that he agreed to undertake, he did not provide any detail of services he actually provided, how much time he spent on each task, and at what hourly rate. Based on his Billing Statement, overall, Stern charged Debtor fees of $6,510 for 18.8 hours of services, of which approximately 12 hours were spent pre-conversion, yet accomplished virtually nothing. Further, a substantial amount of Stern's attorney time is charged for secretarial and/or paralegal work such as scanning documents, arranging conference calls, and forwarding documents to Debtor's son to obtain Debtor's signature. It is difficult to ascertain why Stern moved to convert the case to chapter 11 and then did nothing to prosecute it. Stern also charged Debtor $932 for expenses, as court fees, which he does not detail in his Billing Statement; presumably, this was the fee differential between chapter 13 and chapter 11. On balance, Stern earned no more than $500 for his pre-conversion work in connection with working on a loan modification for Debtor. No award higher than that would be reasonable for the services provided and the benefit he provided Debtor for the chapter 13 work, and he is not entitled to compensation for his chapter 11 time. The Court is not disallowing Stern's pre-conversion work solely based on his failure to file his disclosure of compensation. Thus, because he was paid $6,407 but only earned $500, Stern must disgorge $5,907 to Debtor's son, and to do so within 21 days of entry of this Order. A full-text copy of Judge Trust's Order dated Oct. 31, 2017, is available at: http://bankrupt.com/misc/nyeb8-16-71943-51.pdf The bankruptcy case is in re: Ada Conroy, Case No. 8-16-71943-ast (Bankr. E.D.N.Y.). ALLEGHENY TECHNOLOGIES: Equity Issue & JV Credit Pos, Moody's Says ------------------------------------------------------------------ Moody's Investors Service views as credit positive Allegheny Technologies Incorporated's (ATI -- B2 CFR, negative outlook) equity issuance on November 7, 2017 and its November 2, 2017 announcement of the formation of a joint venture with Tsingshan Group (Tsingshan - unrated). Proceeds of approximately $408 million will be used to redeem the $350 million 9.375% notes due June 1, 2019, with the balance, and any further proceeds from a 30 day option for additional shares to the underwriters, used for general corporate purposes. Pro-forma for the debt repayment, leverage for the twelve months ended September 30, 2017, as measured by the debt/EBITDA ratio, would improve to approximately 5.9x from 6.7x. The joint venture with Tsingshan will result in better utilization of ATI's Hot Rolling and Processing Facility (HRPF) and allow for the restart of the Direct Roll Anneal and Pickle (DRAP) facility in Pennsylvania. ATI, headquartered in Pittsburgh Pennsylvania, is a diversified producer and distributor of components and specialty metals such as titanium and titanium alloys, nickel-based alloys and stainless and specialty steel alloys. For the twelve months ended September 30, 2017 the company generated revenues of 3.4 billion. AMC ENTERTAINMENT: Moody's Puts B1 CFR on Review for Downgrade -------------------------------------------------------------- Moody's Investors Service has placed the ratings for AMC Entertainment Holdings, Inc. under review for downgrade, including AMC's B1 corporate family rating (CFR), B1-PD probability of default rating, Ba1 senior secured rating and B2 senior subordinate rating. Additionally, the Ba1 senior secured notes rating at Carmike Cinemas, Inc. were placed on review for downgrade. This action follows AMC's worse than expected Q2 and Q3 results, in addition to consecutive and material downward revisions to 2017 guidance including projected revenue and EBITDA. The review for downgrade will focus on adjustments to Moody's modeling assumptions based on Moody's revised outlook of the US and European box office over the next 12-18 months, the probability management will successfully execute on its operational, strategic and financial plans and the potential benefit, and the potential impact of selling a portion of its European assets to the public. On Review for Downgrade: Issuer: AMC Entertainment Holdings, Inc. -- Corporate Family Rating, Placed on Review for Downgrade, currently B1 -- Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD -- Senior Subordinated Regular Bond/Debenture, Placed on Review for Downgrade, currently B2 (LGD5) -- Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba1 (LGD2) Issuer: AMC Entertainment Inc. (assumed by AMC Entertainment Holdings, Inc.) -- Senior Subordinated Regular Bond/Debenture, Placed on Review for Downgrade, currently B2 (LGD5) -- Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba1 (LGD2) Issuer: Carmike Cinemas, Inc. -- Senior Secured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba1 (LGD2) Outlook Actions: Issuer: AMC Entertainment Holdings, Inc. -- Outlook, Changed To Rating Under Review From Stable Issuer: Carmike Cinemas, Inc. -- Outlook, Rating Under Review RATINGS RATIONALE AMC's B1 RUR CFR incorporates high leverage that, although expected to improve, is currently above Moody's tolerance for the B1 CFR -- weakly positioning the company in the rating category. Moody's projects pro forma leverage, following the acquisitions of Carmike, Odeon, and Nordic, will remain above Moody's 5.25x tolerance for a sustained period. Interest expense, coupled with the burden of a capital intensive business that requires over 10% of revenues to be reinvested in CAPEX (unadjusted, net of landlord contributions), absorbs almost all cash EBITDA - reducing free cash flow conversion to low single digits of revenue. The company is also challenged by a mature US box office, contributing close to 65% of the company's revenues. The company is also exposed to unpredictable box office results as well as emerging competitive threats from new entrants aggressively searching for ways to deliver movies sooner and through new distribution systems. AMC's dependence on a concentrated number captive movie studios searching to remain relevant and profitable in an evolving ecosystem is a concerning factor. Despite these challenges, the company is the largest operator in the world, with operations that extend into Europe and the Nordics which contribute over 30% of pro forma revenues. The diversity helps spread geographic risks, thus reducing the direct impact of negative trends in a particular region. In addition to size and scale, the company benefits from barriers to entry into the first-run window for theatrical distribution, a strong value proposition and an experience that is hard to replicate in-home. In addition, the company maintains pricing power, stable margins, the dominant market share in the US, Europe, and Nordics, and good liquidity. Moody's will consider a downgrade if Moody's believe leverage will be sustained above 5.25x (Moody's adjusted), or expect the company to experience negative free cash flows on a sustained basis. A negative rating action will also be considered if Moody's believe there is or will be a material decline in liquidity, attendance, margins, market share, or scale and diversity. Moody's would also consider a downgrade if there were material and negative changes in competition, financial policy, capital structure, or the business model such that credit risk rose meaningfully. Given leverage (Moody's adjusted debt/EBITDA) is likely to remain above Moody's 5.25x tolerance for a sustained period, an upgrade is unlikely at this time. In addition there are additional constraints to a positive action. The industry is mature and there are limited opportunities for growth in the US, the company's primary market. There is also a secular decline in attendance and rise in competitive threats. However, Moody's would consider an upgrade if: leverage were sustained below 4x (with Moody's standard adjustments), and Free cash flow as a percentage of debt was in excess of 5% (with Moody's standard adjustments). A positive rating action would also be conditional on one or more of the following factors: sustained positive growth in US box office attendance, significantly improved scale, greater market share, better margins, or more liquidity that translates into an improved credit profile. There would also need to be a low probability of near term event risks or material and unfavorable changes in competition, financial policy, capital structure, and the business model. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. AMC, 58% owned by Dalian Wanda Group Co., Ltd. (Wanda), with its headquarters in Leawood, Kansas, operates over 1,009 theaters with 11,083 screens across the United States and Europe, as of the last quarter end. Annual pro forma revenue is over $5 billion (including the acquisitions of Carmike, Odeon, and Nordic). ARCONIC INC: Posts $119 Million Net Income in Third Quarter ----------------------------------------------------------- Arconic Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income attributable to the Company of $119 million on $3.23 billion of sales for the third quarter ended Sept. 30, 2017, compared to net income attributable to the Company of $166 million on $3.13 billion of sales for the third quarter ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, Arconic reported net income attributable to the Company of $653 million on $9.68 billion of sales compared to net income attributable to the Company of $317 million on $9.42 billion of sales for the same period during the prior year. As of Sept. 30, 2017, Arconic had $19.23 billion in total assets, $13.27 billion in total liabilities and $5.96 billion in total equity. According to the Company, "[V]arious other lawsuits, claims, and proceedings have been or may be instituted or asserted against Arconic, including those pertaining to environmental, product liability, safety and health, employment, and tax matters. While the amounts claimed in these other matters may be substantial, the ultimate liability cannot currently be determined because of the considerable uncertainties that exist. Therefore, it is possible that the Company's liquidity or results of operations in a period could be materially affected by one or more of these other matters. However, based on facts currently available, management believes that the disposition of these other matters that are pending or asserted will not have a material adverse effect, individually or in the aggregate, on the results of operations, financial position or cash flows of the Company." Cash provided from investing activities was $776 million in the nine months ended Sept. 30, 2017 compared to $79 million in the nine months ended Sept. 30, 2016. A full-text copy of the Form 10-Q is available for free at: https://is.gd/KvW1JF About Arconic Inc. New York-based Arconic Inc. (NYSE: ARNC), formerly Alcoa Inc. -- http://www.arconic.com/-- is engaged in lightweight metals engineering and manufacturing. Arconic's products, which include aluminum, titanium, and nickel, are used worldwide in aerospace, automotive, commercial transportation, packaging, building and construction, oil and gas, defense, consumer electronics, and industrial applications. Arconic reported a net loss attributable to the Company of $941 million for the year ended Dec. 31, 2016, following a net loss attributable to the Company of $322 million for the year ended Dec. 31, 2015. * * * This concludes the Troubled Company Reporter's coverage of Arconic Inc. until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. ARMSTRONG ENERGY: Wants to Use Wells Fargo Bank's Cash Collateral ----------------------------------------------------------------- Armstrong Energy, Inc., and its debtor affiliates ask the U.S. Bankruptcy Court for the Eastern District of Missouri to use cash collateral of Wells Fargo Bank, National Association, as indenture and collateral trustee, and each of the noteholders under the Secured Notes Indenture. The Debtor is the issuer of certain 11.75% Senior Secured Notes due 2019 issued pursuant to that certain Indenture dated as of Dec. 21, 2012, with Wells Fargo, and Armstrong Air, LLC, Armstrong Coal Company, Inc., Armstrong Energy Holdings, Inc., Western Diamond LLC, and Western Land Company, LLC, as guarantors. Interest is payable on the Secured Notes bi-annually, on June 15 and Dec. 15. The Secured Notes mature on Dec. 15, 2019. The Secured Notes are secured by a first lien on the Debtors' owned and leased real property, coal mines, reserves, inventory, receivables, stock of subsidiaries, and certain other assets, including cash maintained in controlled accounts. As of the Petition Date, approximately $200 million of principal remains outstanding under the Secured Notes. Armstrong elected to forgo the $11,750,000 interest payment due under the Secured Notes on June 15, 2017. According to the Debtors, the use of cash collateral is 45 days after the Petition Date (unless the period is extended by mutual agreement of the Secured Notes Trustee, acting at the direction of the Ad Hoc Group of Senior Secured Noteholders) if the final order has not been entered by the Court on or before the date; and (ii) five business days following the delivery of a written notice by the Secured Notes Trustee or counsel to the Ad Hoc Group to the Debtors of the occurrence of a termination event unless the occurrence is cured by the Debtors or waived by the Secured Notes Trustee as directed by the Ad Hoc Group prior to the expiration of the Default Notice Period with respect thereto, provided that, if a hearing to consider relief from the automatic stay, any other appropriate relief in connection with delivery of the Default Notice, or continued use of cash collateral is requested to be heard within five business day period but is scheduled for a later date by the Court, the Default Notice Period will be automatically extended to the date of the hearing, but in no event by more than two business days. The Debtors say that their use of cash collateral is necessary to preserving and maximizing value for the Debtors' stakeholders. The Debtors use cash collateral in the ordinary course of business to procure goods and services from vendors, pay their employees, and satisfy other working capital needs. Absent approval of the interim court order, the Debtors will be effectively unable to generate revenue, operate their businesses, or pay the many individuals who report to work each day. These Chapter 11 estates would be immediately and irreparably harmed if this were to occur. The Debtors tell the Court that they are not seeking to operate their businesses or finance the administration of these Chapter 11 cases with debtor-in-possession financing, and instead are relying entirely on cash collateral to fund operations and these Chapter 11 cases. Without access to cash collateral, the Debtors would be forced to seek postpetition financing, which would impose increased costs and delays on these Chapter 11 estates, potentially jeopardizing the Debtors' restructuring efforts to the detriment of all stakeholders. As adequate protection, the Debtors propose to grant adequate protection liens to the Secured Notes Trustee for the benefit of Secured Noteholders, and an allowed administrative claims against each of the Debtors. As additional adequate protection, the Debtors will pay in cash the reasonable professional fees, expenses and disbursements incurred by the Ad Hoc Group arising prior to the Petition Date. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/moeb17-47541-7.pdf About Armstrong Energy Armstrong Energy, Inc., through its 100% wholly owned subsidiary Armstrong Coal Company, Inc., is a producer of steam coal in the Illinois Basin. Armstrong -- http://www.armstrongenergyinc.com/-- controls over 565 million tons of proven and probable coal reserves and operates five mines in Western Kentucky. Armstrong ships coal to utilities via rail, truck and barge and has the capability to provide low cost custom blend coal to fuel virtually any electric power plant in the Midwest and Southeast regions of the nation. The Company employs approximately 600 individuals on a full-time basis. Armstrong Energy and eight affiliates, including Armstrong Coal Company, Inc., sought Chapter 11 protection (Bankr. E.D. Mo. Lead Case No. 17-47541) on Nov. 1, 2017, after reaching a plan that would transfer assets to the Company's senior bondholders and Knight Hawk Holdings, LLC, in exchange for a $90 million credit bid. As of June 30, 2017, Armstrong Energy had $308.95 million in total assets, $435.3 million in total liabilities and a total stockholders' deficit of $126.3 million. The Hon. Kathy A. Surratt-States is the case judge. The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel; Armstrong Teasdale LLP as local counsel; Maeva Group, LLC, as financial advisor; FTI Consulting, Inc., as restructuring advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. The Supporting Holders tapped Paul, Weiss, Houlihan and Carmody MacDonald P.C. as counsel; and Houlihan Lokey, Inc., as financial advisor. Knight Hawk tapped Jackson Kelly PLLC as counsel. Majority shareholder Rhino Resource Partners Holdings LLC is represented by Thompson & Knight LLP. Thoroughbred Resources, L.P., is represented by Willkie Farr & Gallagher LLP. ARTISANAL 2015: Landlord's Bid to Dismiss Chapter 11 Case Nixed --------------------------------------------------------------- Landlord 387 Park Avenue LLC filed with U.S. Bankruptcy Court for the Southern District of New York a motion for an order dismissing the chapter 11 case of Artisanal 2015, LLC, on the grounds that the Debtor filed it in bad faith, with a prohibition on re-filing and for a declaration that the automatic stay does not apply to prevent acts to recover possession of certain portions of the ground floor and basement (the "Premises") of a building located at 387 Park Avenue South, New York, New York occupied by the Debtor. In the alternative, the Landlord seeks relief from the automatic stay to go forward in the State Court actions, and either the appointment of a chapter 11 trustee or the conversion of the case to one under chapter 7. The Debtor opposes the Motion. In light of the totality of the circumstances, Bankruptcy Judge James L. Garrity, Jr. denies the Landlord's motion to dismiss the case but grants the Landlord relief from the automatic stay to permit the Yellowstone Actions to proceed in State Court through final judgments. In accordance with the Landlord's unopposed request, the order granting stay relief will not be subject to the 14-day stay of enforcement under Rule 4001(a)(3) of the Federal Rules of Bankruptcy Procedure. The Court denies the Landlord's request for a declaration that the automatic stay does not apply to prevent acts by the Landlord to recover possession the Premises. Finally, the Court defers consideration of the Landlord's request for the appointment of a chapter 11 trustee, or the conversion of the case to one under chapter 7, pending an evidentiary hearing on those matters. At its core, this is a single asset, two-party case pitting the Debtor against the Landlord. The Debtor is a repeat bankruptcy filer who commenced this and an earlier chapter 11 case as part of its litigation strategy in addressing its many disputes with the Landlord arising out of its alleged defaults under a Lease calling for the Debtor to construct and operate an upscale French bistro and lounge at the Premises. At bottom, in filing this case, the Debtor seeks to have the Court stay the proceedings that the Debtor initiated and that are pending in the State Court--some on appeal--and substitute its judgment for that of the State Court in regard to the matters at issue therein. Upon analysis, the Court finds that the Debtor filed the chapter 11 case in bad faith. The timing of the Debtor's bankruptcy filing, in light of the history of its litigation with the Landlord, demonstrates that the Debtor's intent in commencing the case is to hinder, delay and frustrate the Landlord's efforts to enforce its rights under the Lease. Although the Landlord has established the Debtor's subjective bad faith in filing the chapter 11 case, the Landlord has not carried its burden of demonstrating that the Debtor's reorganization efforts would be objectively futile, and accordingly, the Landlord has not established "cause" to dismiss this case. Thus, the Court will consider the Landlord's alternative request that it be granted relief from the automatic stay for cause. Landlord contends that the same bad faith which constitutes "cause" for dismissal, and which this Court has found in this case, is also sufficient "cause" for relief from the stay. The Court agrees. It is well-settled that "the standards for bad faith as evidence of cause, whether in the context of dismissal or relief from the stay are not substantively different from each other." Thus, the Debtor's bad faith in filing this chapter 11 case warrants granting the Landlord stay relief. A full-text copy of Judge Garrity's Memorandum Decision dated Nov. 3, 2017, is available at: http://bankrupt.com/misc/nysb17-12319-47.pdf Attorneys for 387 Park South L.L.C: Alec P. Ostrow, Esq. Chester B. Salomon, Esq. BECKER, GLYNN, MUFFLY, CHASSIN & HOSINSKI LLP 299 Park Avenue, 16th Floor New York, New York 10171 aostrow@beckerglynn.com csalomon@beckerglynn.com Proposed Attorneys for the Debtor: Steven B. Eichel, Esq. A. Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue New York, New York 10022 se@robinsonbrog.com amg@robinsonbrog.com Proposed Special Litigation Counsel for Debtor/Plaintiff: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, New York 10036 About Artisanal 2015 LLC Artisanal 2015, LLC, based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-12319) on August 21, 2017. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as its bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Sarid Drory, its managing member. ATNA RESOURCES: Trustee Must Pay DOJ Watchdog Statutory Fees ------------------------------------------------------------ Judge Joseph G. Rosania of the U.S. Bankruptcy Court for the District of Colorado entered an order denying Liquidating Trustee Kenneth Buechler's motion to administratively close the chapter 11 cases of Debtors Atna Resources Inc. and affiliates. In this case, the Liquidating Trustee, whose sole existence flows from the Debtors and their assets, liabilities, and confirmation of their Chapter 11 bankruptcy cases, seeks to avoid payment of post-confirmation statutory fees to the United States Trustee through administrative closure. Beginning in March 2017, the LT initiated 24 adversary proceedings for recovery of avoidance claims against third parties, and anticipates filing additional adversary proceedings in the near future. The LT also moved for several Rule 2004 exams and asserted various claims objections. Through these proceedings, the LT has collected $454,013.20 in cash and has settlement agreements in place totaling $540,174.52. Shortly after initiating the adversary proceedings, the LT moved to administratively close the Debtors' cases. The LT sought administrative closure, rather than closing the cases under L.B.R. 3022-1, stating it was not possible to file a final report due to the open adversary proceedings. The LT also sought administrative closure to stop the accrual of quarterly fees due the UST. The UST objected, arguing the LT was attempting to circumvent the fee system mandated by Congress. The UST also cited provisions of the Plan and the Liquidating Trust Agreement requiring payment of the fees by the Liquidating Trust. The LT has cited several cases allowing administrative case closure to avoid paying UST fees. In response, the UST asserted that it is not necessarily opposed to case closure, with a subsequent reopening to enter discharge, in the case of individual chapter 11 cases. The UST opined, however, that even individual cases should not be closed post-confirmation unless the debtor is able to demonstrate the case has been fully administered. For instance, in the Walck case, no adversary proceedings were pending at the time of administrative closure. Because this is not an individual Chapter 11 case, the Court need not make any determination as to whether closure is appropriate in such cases. The Court notes, however, that closing an individual chapter 11 case, subject to reopening to enter discharge, is based on a very different rationale than the situation presented here. In this case, the LT has filed 24 adversary proceedings, and while some have settled, many of these actions are still pending, with imminent scheduled hearings. Moreover, allowing administrative closure in this situation would allow the LT to operate free of any bankruptcy reporting requirements or payment of post-confirmation fees while collecting funds for the Trust. The Court declines the LT's invitation to treat this case like an individual Chapter 11 case. After analyzing all the other arguments, the Court concludes that the LT must pay the UST fees as required by 28 U.S.C. section 1930(a)(6). A full-text copy of Judge Rosania's Order dated Nov. 1, 2017, is available at: http://bankrupt.com/misc/cob15-22848-862.pdf About Atna Resources Headquartered in Lakewood, Colorado, Atna Resources Ltd. -- http://www.atna.com/-- is engaged in all phases of the mining business, including exploration, preparation of pre-feasibility and feasibility studies, permitting, construction and development, operation and final closure of mining properties. The Company owns or controls various properties with gold resources. The Company's production property includes Briggs Mine California and Pinson Mine Property, Nevada. The Company's development properties include Mag Pit at Pinson; Columbia Project, Montana and Briggs Satellite Projects, California. Its Exploration properties include Sand Creek Uranium Joint Arrangement, Wyoming; Blue Bird Prospect, Montana and Canadian Properties, Yukon and British Columbia. Its Closure Property is Kendall, Montana. The Briggs mine is located on approximately 156 unpatented claims, including approximately 15 mill site claims, covering over 2,890 acres. The Company's Pinson Mine Property is located in Humboldt County, Nevada, over 30 miles east of Winnemucca. Atna Resources, Inc., and its direct and indirect subsidiaries filed Chapter 11 bankruptcy petitions (Bankr. D. Colo., Lead Case No. 15-22848) on Nov. 18, 2015. The petitions were signed by Rodney D. Gloss as vice president & chief financial officer. Atna also sought ancillary relief in Canada pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia in Vancouver, Canada. In its Chapter 11 petition, Atna estimated assets in the range of $10 million to $50 million and liabilities of $50 million to $100 million. Squire Patton Boggs (US) LLP serves as counsel to the Debtors. On Dec. 14, 2015, the Office of the United States Trustee for the District of Colorado appointed a statutory committee of unsecured creditors in the Chapter 11 cases. Buechler & Garber LLC has been tapped as counsel to the Committee. B. L. GUSTAFSON: Seeks February 11 Plan Filing Period Extension --------------------------------------------------------------- B. L. Gustafson, LLC d/b/a Gus's Guns, Priority Care Ambulance, B.L. Gustafson Excavation, Brynwood Farm, and Brian Gustafson Rentals requests the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend the Debtor's exclusive period and deadline to file a Plan from November 13, 2017, until February 11, 2018, and the time for obtaining acceptances to the Plan from January 12, 2018 to April 12, 2018. The Debtor asserts that the extension of the Plan exclusivity period will allow the government's 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 Proof of Claim deadline was set for October 19, 2017, and the Government Proof of Claim deadline is November 13, 2017. The Debtor notes that its Monthly Operating Reports indicate that the Debtor is demonstrating a strong prospect of filing a viable plan. About B.L. Gustafson, LLC B.L. Gustafson, LLC filed a Chapter 11 petition (Bankr. W.D. Penn. Case No. 15-11361) on December 28, 2015. The petition was signed by its Manager, Brian L. Gustafson. The case is assigned to Judge Thomas P. Agresti. The Debtor's counsel is Guy C. Fustine, Esq. at Knox McLaughlin Gornall & Sennett, P.C., 120 West Tenth Street, Erie, PA. 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. BASSETT BUILDING: Taps Totaro & Shanahan as Legal Counsel --------------------------------------------------------- Bassett Building Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Totaro & Shanahan as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 cases. Totaro will charge an hourly fee of $550 for its attorneys and $150 for paralegal services. The firm received a retainer from the Debtor in the amount of $15,000. Michael Totaro, Esq., disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael R. Totaro, Esq. Totaro & Shanahan P.O. Box 789 Pacific Palisades, CA 90272 Phone: 310-573-0276 Fax: 310-496-1260 Email: Ocbkatty@aol.com About Bassett Building Inc. Bassett Building Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-14358) on November 2, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. Judge Catherine E. Bauer presides over the case. BEAR METAL WELDING: May Use Cash Collateral Through Nov. 30 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois has amended its third interim order, authorizing Bear Metal Welding & Fabrication, Inc., to use cash collateral through Nov. 30, 2017. The hearing to consider the Debtor's continued cash collateral use will be held on Nov. 28, 2017, at 10:00 a.m. The Debtor stipulating and representing to the Court that QCB Properties, LLC, the U.S. Department of Treasury-Intemal Revenue Service, the Illinois Department of Revenue, and the Illinois Department of Employment Security had perfected liens upon the Debtor’s prOperty as of the Petition Date pursuant to the mortgages, UCC-I Financing statements, and statutory tax or revenue liens that are more fully described in W943 of the motion. The Debtor further stipulates that the prepetition liens have attached to all or substantially all of its real property and personal property. The Debtor makes these additional stipulations: a) the prepetition liens are legal, valid, enforceable, non- avoidable, and duly and property perfected security interests as of the Petition Date; and b) the Debtor's ability to continue the operation of its business and complete a successful Chapter II reorganization requires that it have continued use of cash collateral and other property in which the Secured Parties have an interest based upon the prepetition liens, and that in the absence of the Debtor's ability to use cash collateral, the Debtor, its estate, and creditors would suffer immediate and irreparable harm. A copy of the court order is available at: http://bankrupt.com/misc/ilnb17-24246-50.pdf About Bear Metal Welding & Fabrication Headquartered in Lombard, Illinois, Bear Metal Welding & Fabrication, Inc., has been in business since 1997. Bear Metal is in the business of providing fabrication and repair of metals to commercial and consumer markets. Bear Metal's principal asset is the improved real estate from which it operates at 948 North Ridge Avenue, Lombard, Illinois, with the property valued at $450,000. Dean Mormino has been Bear Metal's principal officer at all times since the Company began business operations. Mr. Mormino has been the sole shareholder, director and the president since 2012 when his marriage to Melisa Mormino was dissolved. Prior to the dissolution of their marriage, Melisa Mormino was a shareholder of Bear Metal. Bear Metal filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 17-24246) on Aug. 14, 2017, estimating up to $50,000 in assets and between $500,001 and $1 million in liabilities. The petition was signed by Dean Mormino, president. Abraham Brustein, Esq., at Dimonte & Lizak, LLC, serves as the Debtor's bankruptcy counsel. Lehman & Associates CPA, Ltd., is the Debtor's accountant. BILLNAT CORP: DOJ Watchdog Names L. Salazar as Ombudsman -------------------------------------------------------- In furtherance of his administrative responsibilities imposed by the Bankruptcy Code, and the Order entered by the U.S. Bankruptcy Court for the Eastern District of Michigan on October 20, 2017, Daniel M. McDermott, the U.S. Trustee for Region 9, appoints Luis Salazar, Esq., as the Consumer Privacy Ombudsman in the chapter 11 case of Billnat Corporation. Luis Salazar can be reached through: Salazar Law, LLP 2000 Ponce de Leon Blvd., Penthouse Coral Gables, FL 33134 Daniel M. McDermott is represented by: Ronna G. Jackson, Esq. Trial Attorney Office of the U.S. Trustee 211 West Fort St - Suite 700 Detroit, Michigan 48226 Phone: (313) 226-7934 Email: Jill.Gies@usdoj.gov About BillNat Corp. BillNat Corporation operates 20 retail pharmacies from leased facilities in Southern Michigan under the name "Sav-On Drugs". It was solely owned by Mr. William G. Newman until all of its capital stock was acquired by the Frank W. Kerr Company in exchange for Mr. Newman receiving additional shares of Kerr in a transaction that closed in August 2015, but was retroactively effective as of Dec. 15, 2014. Novi, Michigan-based Frank W. Kerr Company filed a chapter 7 petition on Aug. 23, 2016. The Debtor consented to and the Court entered an order for relief under Chapter 11, converting the case to a Chapter 11 proceeding (Bankr. E.D. Mich. Case No. 16-51724) on Sept. 19, 2016. Kerr tapped McDonald Hopkins PLC as counsel. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's noticing, claims and balloting agent. The Debtor hired Conway Mackenzie Management Services, LLC, as restructuring consultant and Jeffrey K. Tischler as chief restructuring officer. The official committee of unsecured creditors retained Lowenstein Sandler LLP as lead counsel; Wolfson Bolton PLLC as local counsel; and BDO USA, LLP, as financial advisor. BillNat Corporation filed a petition seeking relief under chapter 11 of the United States Bankruptcy Code (Bankr. E.D. Mich. Case No. 17-54357) on Oct. 13, 2017. BillNat estimated assets of $10 million to $50 million and debt of $50 million to $100 million. The case judge is the Hon. Maria L. Oxholm. BTS TRANSPORTATION: Case Summary & 17 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: BTS Transportation, Inc. 2976 Sentiment Lane Greenwood, IN 46143 Type of Business: Founded in 2009, BTS Transportation Inc. is a licensed and bonded freight shipping and trucking company running freight hauling business from Greenwood, Indiana. Chapter 11 Petition Date: November 8, 2017 Case No.: 17-08447 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Hon. James M. Carr Debtor's Counsel: John Joseph Allman, Esq. HESTER BAKER KREBS, LLC One Indiana Square, Suite 1600 211 N. Pennsylvania Street Indianapolis, IN 46204 Tel: 317-833-3030 Fax: 317-833-3031 E-mail: jallman@hbkfirm.com - and - David R. Krebs, Esq. HESTER BAKER KREBS, LLC One Indiana Square, Suite 1600 211 N. Pennsylvania Street Indianapolis, IN 46204 Tel: 317-833-3030 Fax: 317-833-3031 E-mail: dkrebs@hbkfirm.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Navneet Kaur, president. A full-text copy of the petition, along with a list of 17 unsecured creditors, is available for free at http://bankrupt.com/misc/insb17-08447.pdf BURNINDAYLIGHT LLC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Burnindaylight LLC as of Nov. 6, according to a court docket. About Burnindaylight LLC Burnindaylight LLC is a small business debtor as defined in 11 U.S.C. Section 101(51D) and is engaged in activities related to real estate. The principal place of business of Burnindaylight is 1215 182nd Ave. E, Bonney Lake, Washington. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 17-43439) on September 13, 2017. Donald Sumpter, Jr., managing member, signed the petition. Judge Brian D. Lynch presides over the case. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. C&D COAL: Kingston Coal Resigns as Committee Member --------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on November 6 announced that Kingston Coal Company resigned as member of the official committee of unsecured creditors in the Chapter 11 case of C&D Coal Company, LLC. The remaining committee members are W.B. Kania & Associates LLC, AC Power Tech Inc., Global Mine Service Incorporated, Francis Enterprises Inc., Dolges Electric Inc., and Integrated Power Services. 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. CANTRELL DRUG: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Cantrell Drug Company, Inc. 7700 Northshore Place North Little Rock, AR 72118 Type of Business: Established in 1952, Cantrell Drug Company is a privately owned multi-faceted specialty pharmaceutical company providing sterile and non-sterile pharmaceutical preparations to meet the needs of patients, physicians, clinics, and healthcare institutions throughout the United States. Cantrell Drug Company is comprised of two divisions: a state-based custom compounding division primarily designed to "bridge the gap" with commercial product drug shortages, and a FDA registered division known as an "Outsource Human Drug Compounder." Web site: https://cantrelldrug.com Chapter 11 Petition Date: November 7, 2017 Court: United States Bankruptcy Court Eastern District of Arkansas (Little Rock) Case No.: 17-16012 Judge: Hon. Phyllis M. Jones Debtor's Counsel: Kevin P. Keech, Esq. KEECH LAW FIRM, PA 2011 S. Broadway St. Little Rock, AR 72206 Tel: (501)221-3200 Fax: (501)221-3201 E-mail: kkeech@keechlawfirm.com Total Assets: $15.11 million Total Debts: $7.46 million The petition was signed by James L. Mc Carley, Jr., chief executive officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/areb17-16012.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Express Credit Card $83,517 Analytical Laboratories Services $105,720 Aramark Cleanroom Service Goods/Services $322,602 25259 Network Place Chicago, IL 60673-1252 Attentus Medical Sales, Inc. Goods $85,508 Baxter Healthcare Corporation Goods $60,972 Clinton National Airport Rent $91,765 eMed Healthcare Goods $84,166 Health Trust GPO Fees $66,346 International Medical Goods $52,850 Medisca, Inc. Goods $85,494 Memorial Mission Hospital Recall Credit $52,616 MSD, LLC Goods $64,088 National HVAC Service Goods/Services $118,545 Pharmasite, LLC Rent $179,977 Pharmax Services, Inc. Services $999,400 #2 Calle Nairn, Suite 1001 San Juan, PR 00907 Precision Print Solutions Goods $83,745 ProPharma Group Consulting $207,423 Services Regions Bank Accounts $386,185 201 Milan Parkway Receivable Birmingham, AL 35211 Sigma Supply of N.A., Inc. Goods $48,652 Various Employees Paid Time Off $56,547 CARDIAC CONNECTIONS: U.S. Trustee Forms 2-Member Committee ---------------------------------------------------------- The Office of the U.S. Trustee on Nov. 6 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter case of Cardiac Connections Home Health Care Nursing Services Corp. The committee members are: (1) Brightree Home Health & Hospice, LLC 1735 North Brown Road, Suite 500 Lawrenceville, GA 30043 (2) Therapy Resources, Inc. 9130 Stephens Manor Drive Mechanicsville, VA 23116 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Cardiac Connections is represented by: Robert S. Westermann, Esq. Hirschler Fleischer, P.C. The Edgeworth Building P.O. Box 500 Richmond, VA 23218-0500 Phone: 804-771-9500 Email: rmcburney@hf-law.com About Cardiac Connections Cardiac Connections Home Health Care Nursing Services Corp. provides various high quality in-home health care and skilled nursing services to Richmond and surrounding counties and counties, which services include observation and assessment of condition; gastrostomy care; client and family education and management of disease process; tracheostomy care; preventative measures and management of chronic diseases; catheter care; management & evaluation of client care plan; injections; medication education and management; venipuncture; wound care; iv therapy; home safety and emergency education; ostomy care; diabetic management and care; pain management; enteral and parenteral nutrition; nutritional support; and care and management of left ventricular assist device. Cardiac Connections filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 17-35183) on Oct. 16, 2017. Zainab Mariam Dumbuya, president and chief executve officer, 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 $1 million. Robert S. Westermann, Esq., and Rachel A. Greenleaf, Esq., at Hirschler Fleischer, P.C., in Richmond, Virginia, serve as counsel to the Debtor. CHELSEA CRAFT: DOJ Watchdog Names Y. Geron as Chapter 11 Trustee ---------------------------------------------------------------- William K. Harrington, the U.S. Trustee for Region 2, asks the U.S. Bankruptcy Court for the Southern District of New York to approve his appointment of Yann Geron, Esq., as the Chapter 11 Trustee for Chelsea Craft Brewing Company, LLC. Yann Geron, Esq. is a partner of: Reitler Kailas & Rosenblatt LLC 885 Third Avenue, 20th Floor New York, New York 10022 Phone: (212) 209-3050 Pursuant to the Order of the Court, entered on October 24, 2017, the U.S. Trustee has been directed to appoint a Chapter 11 trustee in the Debtor's case. The Chapter 11 Trustee bond is initially set at $10,000. William K. Harrington is represented by: Brian S. Masumoto, Esq. Trial Attorney U.S. Department of Justice Office of the United States Trustee U.S. Federal Office Building 201 Varick Street, Room 1006 New York, NY 10014 Tel. (212) 510-0500 About Chelsea Craft Brewing Company Chelsea Craft Brewing Company, LLC operates a craft brewery and taproom located at 463 East 173rd Street, Bronx, New York. It is approximately 10,000 square feet in size and the existing lease has seven years remaining on its terms with a right to renew for an additional five years. An involuntary Chapter 7 bankruptcy petition was filed against the Debtor (Bankr. S.D.N.Y. Case No. 17-11459) on May 25, 2017. The petitioning creditors Valerie Alexander, Bart Alexander, Joanne Perona and Barbara A. Phelps are represented by Michael T. Sucher, Esq. Judge Sean H. Lane, who presides over the case, entered an order for relief on July 28, 2017. The court also entered an order converting the case to Chapter 11. The Debtor hired Morrison Tenenbaum, PLLC as its bankruptcy counsel and Pick & Zabicki LLP as its special transactions counsel. CHITTUR & ASSOCIATES: District Court Affirms APF Relief from Stay ----------------------------------------------------------------- The Hon. Vinvent L. Briccetti of the U.S. District Court for the Southern District of New York affirms the U.S. Bankruptcy Court for the Southern District of New York's order of September 19, 2016, granting APF MAD 286 LLC, GAN 286 MADISON LLC, and 286 Madison Associates LLC limited relief from the automatic stay, as well as the Bankruptcy Court's order of October 4, 2016, denying Chittur & Associates, PC's motion for reargument. APF is the owner and landlord of a commercial office building located at 286 Madison Avenue in New York City. Chittur PC, a two-attorney law practice, is a former tenant at 286 Madison Avenue, pursuant to a commercial lease agreement dated April 10, 2007. After the lease expired, Chittur PC remained at 286 Madison Avenue as a month-to-month tenant pursuant to Article 53 of the lease. Beginning in March 2012, Chittur PC stopped paying complete rent, and it paid no rent thereafter for approximately fifteen months. APF terminated Chittur PC's month-to-month tenancy by written notice effective November 30, 2012. On December 3, 2012, APF commenced a holdover summary proceeding against Chittur PC in the Civil Court of the City of New York, seeking to evict Chittur PC from 286 Madison Avenue and holdover damages (L&T Proceeding). By decision and order dated May 31, 2013, the Civil Court awarded APF summary judgment for possession of the premises Chittur PC occupied. Chittur PC vacated the premises on or about June 30, 2013. On February 10, 2014, the Civil Court issued a supplemental decision and order, amending APF's money judgment to add $14,761.88 in interest, for a total judgment amount of $157,603.04. Around March 3, 2014, Chittur PC appealed the L&T Judgment and each of the Civil Court's underlying orders. Around the same time, Chittur PC deposited with the Civil Court an undertaking in the amount of $157,603.04 to obtain a stay of enforcement of the L&T Judgment pending its appeal pursuant to the New York Civil Practice Law and Rules. The clerk of the Civil Court subsequently transferred Chittur PC's undertaking to the New York City Department of Finance to be held pending a court order for its release pursuant to CPLR. Before commencing the L&T Proceeding, on October 4, 2012, APF also filed an action in Supreme Court, New York County, against Krishnan Chittur, Chittur PC's owner and principal, to recover under Mr. Chittur's personal guarantee of the parties' lease agreement. On January 14, 2016, a money judgment was entered in favor of APF and against Mr. Chittur in the total amount of $246,529. Meanwhile, on October 29, 2015, the Appellate Division, First Department, affirmed the order granting summary judgment. Chittur PC commenced its bankruptcy proceeding on May 24, 2016. Thus, the stay was in effect on June 2, 2016, when the Appellate Division denied Chittur PC's motion for leave to appeal the L&T Judgment. APF moved for relief from the automatic stay, and by Order dated September 19, 2016, the bankruptcy court granted APF's motion to lift the automatic stay retroactively, except that it denied APF's request to lift the stay to allow the L&T Proceeding to go forward in Civil Court to determine the amount of legal fees and expenses Chittur PC owed APF. The Court maintains that the bankruptcy court properly concluded APF had an interest in the undertaking that was entitled to adequate protection. The purpose of the undertaking was to secure a money judgment in favor of a specific party -- APF -- in case Chittur PC exhausted its appeal without obtaining a reversal of the underlying judgment or other relief. Moreover, the undertaking was made pursuant to a scheme established by the CPLR. Accordingly, the bankruptcy court correctly concluded that Section 9-312(b)(3) of the UCC relating to perfecting a security interest in cash, did not apply to APF's interest in the funds. Moreover, the Court says that Chittur PC's contention that "APF should be judicially estopped from arguing that the undertaking is not property of the bankruptcy estate" is plainly incorrect. The Court finds there is no basis for concluding APF should be estopped from advancing the positions it has taken in the instant action. The Court points out that in affirming the order granting summary judgment, the Appellate Division held that the "lease and guarantee are two separate contracts, and the holdover proceeding under the terms of the lease did not extinguish APF's claims under the guarantee." The Appellate Division further concluded "as the guarantee plainly states that it is an unconditional guarantee of payment, APF was not obligated to wait and attempt to receive payment from Chittur PC, and APF was entitled to proceed directly against Mr. Chittur." Therefore, the basis for the Guarantee Judgment was Mr. Chittur's independent contractual obligation under the guarantee, not any representation that APF may or may not have made regarding Chittur PC's interest in the undertaking. The Court thus rejects Chittur PC's judicial estoppel argument because Chittur PC has failed to establish that any prior court relied on a position taken by APF that is inconsistent with APF's positions in this proceeding. Accordingly, the Court concludes the bankruptcy court did not abuse its discretion in granting APF retroactive annulment of the automatic stay to validate the Appellate Division's order in the L&T Proceeding and to permit APF to collect Chittur PC's undertaking on deposit with the Department of Finance. The Court has considered Chittur PC's remaining contentions and finds them to be without merit. The case is IN RE: CHITTUR & ASSOCIATES, PC, Debtor. CHITTUR & ASSOCIATES, PC, Appellant, v. APF MAD 286 LLC, GAN 286 MADISON LLC, and 286 MADISON ASSOCIATES LLC, Appellees, No. 17 CV 433 (VB), (S.D.N.Y.). A full-text copy of the Opinion and Order dated October 16, 2017, is available at https://is.gd/2PeWHY from Leagle.com. Chittur & Associates, P.C., Debtor/Appellant is represented by: Joel M. Shafferman, Esq. Shafferman & Feldman LLP 137 Fifth Avenue, 9th Floor New York, NY 10010 Phone: 212 509-1802 Email: joel@shafeldlaw.com -- and -- Krishnan Shanker Chittur, Esq. Chittur & Associates, P.C. 500 Executive Boulevard Suite 305 Ossining, New York 10562 Tel: 914 944 4400 Fax: 914 8408537 Email: kchittur@chittur.com Appellees APF MAD 286 LLC, GAN 286 MADISON LLC, and 286 Madison Associates LLC are represented by: Jay B. Solomon, Esq. Efrem Zevi Fischer, Esq. Klein & Solomon, LLP & Klein & Solomon, LLP 275 Madison Avenue, 11th Floor New York, NY 10016 Phone: 212-661-9400 Fax: 212-661-6606 About Chittur & Associates Chittur & Associates, PC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-22704), on filed May 24, 2016. The Petition was signed by Krishnan Chittur, president. The Debtor is represented by Lawyer's Name, Law Firm, Address. At the time of filing, the Debtor had at least $50,000 in estimated assets and $500,000 to $1 million in estimated liabilities. CITGO PETROLEUM: Moody's Lowers Corporate Family Rating to Caa1 --------------------------------------------------------------- Moody's Investors Service downgraded CITGO Petroleum Corporation's Corporate Family Rating to Caa1 from B3; its Probability of Default rating to Caa1-PD from B3-PD; and its senior secured and unsecured ratings on term loans and global notes and IRB's to Caa1 (LGD4) from B3 (LGD4). The rating on Citgo Petroleum's senior secured revolving credit facility was downgraded to B3 (LGD4) from B2 (LGD3). Furthermore, Moody's downgraded CITGO Holding, Inc. (Citgo Holding)'s Corporate Family Rating to Caa2 from Caa1; and its senior secured ratings on term loans and global notes Caa2 (LGD4) from Caa1 (LGD4). The ratings outlook for Citgo Petroleum and Holding was changed to negative from stable. The rating actions follow Moody's downgrade on November 6, 2017 of Petroleos de Venezuela S.A. (PDVSA)'s ratings to Ca from Caa3 given the company's payment default on November 2, related to the 2017 notes, and Moody's expectation that PDVSA will default on other debt obligations in the near term given its significant financial stress and the government's stated intention to restructure its debt. PDVSA is the ultimate controlling shareholder of Citgo Petroleum and Citgo Holding. RATINGS RATIONALE The downgrade of Citgo Petroleum's and Citgo Holding ratings and the change of outlook to negative from stable primarily reflects heightened risk associated with PDVSA's ownership and financial stress. While both companies' assets are located in the US and their credit agreements provide certain protections to lenders, including limitations on dividends, it lacks an independent board, with its members and senior management appointed by PDVSA. Meanwhile, the refineries continue to generate good financial results, fund capital spending internally, and maintain a solid liquidity profile, including cash and committed bank facilities. The ratings of the senior secured credit facility and other classes of debt reflect their priority claim under Moody's Loss Given Default methodology. The companies' senior secured credit facilities are rated one notch higher than their respective Corporate Family Ratings because of its priority claim to certain assets of the companies. The remaining debt is rated at the same level as the Corporate Family Ratings. The principal methodology used in these ratings was Refining and Marketing Industry published in November 2016. Citgo Petroleum Corporation, based in Delaware, US, is an independent refining company with 749,000 bpd of capacity in three large refineries that have good logistical and market positions in the US Gulf Coast and Midwest markets. Citgo Petroleum is a wholly owned subsidiary of PDVSA, the state oil company of Venezuela. As of June 2017, Citgo Petroleum reported assets and EBITDA of $7.5 billion and $1.3 billion, respectively. Citgo Holding, Inc, based In Delaware, US, is holding company with no direct operations and no significant assets other than its ownership of 100% of the capital stock of Citgo Petroleum Corporation (Citgo Petroleum, Caa1 negative) and 100% of the limited liability company interests of Citgo Holding Terminals, Southwest Pipeline Holding and Midwest Pipeline Holding, all operating companies. CLINE GRAIN: Family Members Buying All Vehicles & Eqpt. for $45K ---------------------------------------------------------------- Cline Transport, Inc., asks the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the private sale of all vehicles and related equipment, except for the 2015 GMC Sierra Pick Up, to Kyle D. Cline, Tyler J. Cline, and Michael L. Cline for $44,800. A copy of the list of Equipment to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/Cline_Grain_561_Sales.pdf The Debtor owns the Vehicles. The Debtor and the Purchasers entered into Purchase Agreement for the sale and purchase of the Vehicles. The Debtor proposes to transfer the Equipment to the Purchasers free and clear of any liens and claims of any and every kind or nature whatsoever. The Purchasers are the Debtor's shareholders' sons. Along with the familial relationship, the Debtor's shareholders and the Purchasers farm the family's farm ground as a family. In order to obtain crop input financing for 2016 and 2017 at a time when the Debtor's shareholders could not because of their financial difficulties, the Purchasers and other Cline family members obtained such crop input loans. The Debtor's shareholders and their sons have continued to farm together since the Petition Date, and it is anticipated that the Debtor's shareholders will always be jointly involved in all aspects of the Cline family farm for the foreseeable future. The Debtor believes the sale of the Vehicles is in the best interest of the estate and creditors, and the sale will help it pay down debt. It had the Equipment appraised and the Purchase Price is the fair market value price. Therefore, no other offers were sought for the Vehicles. Because the Purchase Price is equal to the fair market value, as established by the attached Jack Fife appraisal, the Debtor submits that no further marketing is necessary and that the Agreement is a result of arms-length and good-faith negotiations. The only interests in the Vehicles that the Debtor is aware of are tax liens filed by the Internal Revenue Service and the warrants filed by the Indiana Department of Revenue. Upon information and belief, the IRS filed notices of federal tax liens against Cline Transport as early as Nov. 23, 2015, and the IDR filed tax warrants against Cline Transport as early as Feb. 8, 2016. Because the IRS lien was filed prior to the IDR's, the Debtor submits that the IRS has a first-priority lien on the Vehicles. Accordingly, the Debtor proposes that the net proceeds be paid to the IRS. The IRS has agreed to allow a carve-out for the Debtor's attorney's fees and for United States Trustee's fees pursuant to 11 U.S.C. Section 506(c). The Debtor does not anticipate that the net proceeds will satisfy the Debtor's IRS tax obligations; however, in the event the net proceeds do satisfy its IRS tax obligation, then the excess proceeds will be paid to the IDR. The Debtor submits that the sale of the Vehicles is within its sound business judgment. It has determined that the sale of the Vehicles will maximize the value of its estate and is in the best interest of the estate and its creditors. The Debtor is no longer operating and has no other use for the Equipment, so liquidation makes eminent sense. The Debtor also asks that if no objections are filed or pending at the time of hearing on the Motion, that the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. About Cline Grain, Inc. Cline Grain, Inc., and several affiliated entities sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-80004) on Jan. 3, 2017. The debtor-affiliates are Cline Transport, Inc. (Case No. 17-80005), New Winchester Properties, LLC (17-80006), Michael B. Cline and Kimberly A. Cline (Case No. 17-00013) and Allen L. Cline and Teresa A. Cline (Case No. 17-00014). Allen Cline, as authorized representative, signed the petitions. The cases are assigned to Judge Jeffrey J. Graham. The Debtors are represented by Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC. Cline Grain, Inc., estimated under $50,000 in assets and $1 million to $10 million in liabilities. Cline Transport, Inc., estimated between $500,000 to $1 million in assets, while New Winchester Properties estimated $10 million to $50 million in assets. Both debtors estimated $1 million to $10 million in liabilities. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. COLORADO NATIONAL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Colorado National Bancorp fka Community Bank Partners, Inc. 700 17th Street, Suite 100 Denver, CO 80202 Type of Business: Colorado National Bancorp operates as a bank holding company for Colorado National Bank that provides banking products and services to businesses and consumers in Colorado and surrounding states. Colorado National Bancorp, formerly known as Community Bank Partners, Inc., was incorporated in 2009 and is based in Denver, Colorado with a location in Palisade, Colorado. Chapter 11 Petition Date: November 8, 2017 Case No.: 17-20315 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Elizabeth E. Brown Debtor's Counsel: Steven T Mulligan, Esq. JACKSON KELLY PLLC 1099 18th St., Ste. 2150 Denver, CO 80202 Tel: 303-390-0003 Fax: 303-390-0177 E-mail: smulligan@jacksonkelly.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Scott D. Jackson, chief executive officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cob17-20315_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cob17-20315.pdf COMBIMATRIX CORP: Incurs $610,000 Net Loss in Third Quarter ----------------------------------------------------------- Combimatrix Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $610,000 on $4.01 million of total revenues for the three months ended Sept. 30, 2017, compared to a net loss of $856,000 on $3.24 million of total revenues for the three months ended Sept. 30, 2016. Total operating expenses were $4.6 million for the third quarter of 2017 compared with $4.1 million for the prior-year comparable period. The increase was due primarily to increased general and administrative expenses, which included $391,000 of merger-related expenses not incurred during the comparable 2016 period. Operating expenses also increased from higher cost of services associated with increased testing volumes, and were partially offset by lower sales and marketing expenses related to optimized headcount in the field. Excluding merger-related expenses, non-GAAP general and administrative expenses for the third quarter of 2017 were $1.5 million. A reconciliation of GAAP to non-GAAP measures is provided below. Gross margin improved to 59.4% for the third quarter of 2017 from 54.0% for the third quarter of 2016, driven primarily by improved average reimbursement per test reflected above as well as from cost containment strategies undertaken in recent periods. For the nine months ended Sept. 30, 2017, Combimatrix reported a net loss of $1.49 million on $12.04 million of total revenues compared to a netloss of $3.58 million on $9.32 million of total revenues for the same period during the prior year. Operating expenses for the first nine months of 2017 were $13.5 million compared with $12.9 million from the prior-year comparable period, with the increase due primarily to increased general and administrative expenses, which included $601,000 of merger-related expenses not incurred during the comparable 2016 period. Operating expenses also increased from higher cost of services associated with increased testing volumes, and were partially offset by lower sales and marketing expenses related to optimized headcount in the field. Excluding merger-related expenses, non-GAAP general and administrative expenses for the first nine months of 2017 were $4.8 million. General and administrative expenses for the first nine months of 2016 were $4.6 million. Gross margin improved to 60.2% for the first nine months of 2017 from 52.9% for the first nine months of 2016. CombiMatrix reported a net loss attributable to common stockholders of $5.78 million for the year ended Dec. 31, 2016, a net loss of $7.65 million in 2015, and a net loss of $8.70 million in 2014. The Company had $7.73 million in total assets, $2.46 million in total liabilities and $5.27 million in total stockholders' equity as of Sept. 30, 2017. At Sept. 30, 2017, cash and cash equivalents totaled $2.4 million, compared to $3.7 million at Dec. 31, 2016. Cash is held primarily in general checking accounts as well as in money market mutual funds backed by U.S. government securities. When held, short-term investments typically are comprised primarily of certificates of deposits issued by U.S. financial institutions. Working capital was $4.9 million and $6.1 million at Sept. 30, 2017, and Dec. 31, 2016, respectively. The primary reason for the decrease in working capital was due to lower overall cash balances at Sept. 30, 2017, compared to Dec. 31, 2016, driven by operating, investing and financing activities. Higher cash inflows from improved cash collections during the nine months ended Sept. 30, 2017, resulted in lower cash used in operating activities compared to the nine months ended Sept. 30, 2016. The decrease in net cash flows from investing activities was due to reduced net sales of available-for-sale short-term investments made during the nine months ended Sept. 30, 2017, compared to the comparable period in 2016. The decrease in net cash flows from financing activities was due primarily to the $6.9 million of net proceeds received from the March 2016 Series F Financing, partially offset by the $2.8 million repurchase of Series E preferred stock and dividends paid to the Series E investors commensurate with the 2016 Series F Financing, compared to no sales or repurchases of our securities in 2017, but instead is comprised primarily of the $230,000 repurchase of one-half of the Warrants described above. "We have a history of incurring net losses and net operating cash flow deficits. We also incur expenses from deploying new services and from continuing to develop commercial technologies and services. We believe that our cash and cash equivalents as of September 30, 2017, which totaled $2.4 million, will be sufficient to meet our expected cash requirements for current operations through and beyond the first quarter of 2018, when we anticipate achieving cash flow break-even status. I f the Merger is terminated, however, and we have to pay termination fees and transaction expenses, we may not have sufficient funds to make such payments. In order for us to continue as a going concern beyond this point and to ultimately achieve profitability, we may be required to obtain capital from external sources, increase revenues and reduce operating costs. However, there can be no assurance that our operations will become profitable or that external sources of financing, including the issuance of debt and/or equity securities, will be available at times and on terms acceptable to us, or at all. The issuance of additional equity or convertible debt securities will also cause dilution to our stockholders. Also, in order to issue securities at a price below the exercise prices of our outstanding warrants issued in connection with our past preferred stock private placement financings, we must obtain the affirmative consent of holders of at least 67% of each series of such outstanding warrants. If we are unable to obtain the consent of these holders in connection with future financings, we may be unable to raise additional capital on acceptable terms, or at all. If external financing sources are not available or are inadequate to fund our operations, we will be required to reduce operating costs, including research projects and personnel, which could compromise our future strategic initiatives and business plans," the Company stated in the Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Ch16v2 About CombiMatrix Corporation CombiMatrix Corporation -- http://www.combimatrix.com/-- provides molecular diagnostic solutions and comprehensive clinical support to foster the highest quality in patient care. CombiMatrix specializes in pre-implantation genetic diagnostics and screening, prenatal diagnosis, miscarriage analysis and pediatric developmental disorders, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. The Company's testing focuses on advanced technologies, including single nucleotide polymorphism chromosomal microarray analysis, next-generation sequencing, fluorescent in situ hybridization and high resolution karyotyping. COMSTOCK RESOURCES: Incurs $24.7 Million Net Loss in Third Quarter ------------------------------------------------------------------ Comstock Resources, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $24.73 million on $66.81 million of total oil and gas sales for the three months ended Sept. 30, 2017, compared to a net loss of $28.47 million on $50.33 million of total oil and gas sales for the three months ended Sept. 30, 2016. The third quarter 2017 results include an unrealized loss from derivative financial instruments of $2.0 million, loss on sale of oil and gas properties of $1.0 million and $9.9 million of non-cash interest expense associated with the discounts recognized and costs incurred on the debt exchange that occurred in 2016. Financial results for the third quarter of 2016 included impairments on oil and gas properties and undeveloped leases of $76.5 million, a net loss on the sale of oil and gas properties of $13.2 million, a net gain on debt extinguishment of $97.5 million related to the debt exchange and an income tax benefit to reflect a change in state law of $0.8 million. Excluding these items from each year's results, the net loss for the third quarter of 2017 would have been $11.8 million or $0.80 per share as compared to a net loss of $37.1 million or $3.02 per share in the third quarter of 2016. For the nine months ended Sept. 30, 2017, Comstock Resources reported a net loss of $69.11 million on $182.08 million of total oil and gas sales compared to a net loss of $80.20 million on $127.20 million of total oil and gas sales for the same period during the prior year. The results for 2017 include an unrealized gain from derivative financial instruments of $9.2 million, loss on sale of oil and gas properties of $1.0 million and $24.8 million of non-cash interest expense associated with the discounts recognized and costs incurred on the debt exchange that occurred in 2016. Financial results for the first nine months of 2016 included impairments on oil and gas properties and unevaluated leases of $108.8 million, a loss on sale and exchanges of oil and gas properties of $14.1 million, an income tax charge to reflect a change in state law of $3.7 million, an unrealized loss from derivative financial instruments of $1.4 million and a net gain on extinguishment of debt of $187.1 million. Excluding these items from results for each period, the net loss for the first nine months of 2017 would have been $52.5 million or $3.60 per share as compared to a net loss of $139.3 million, or $12.38 per share in the first nine months of 2016. Comstock Resources had $899.60 million in total assets, $1.22 billion in total liabilities and a total stockholders' deficit of $328.44 million as of Sept. 30, 2017. Operating Results for the Three Months Ended September 30, 2017 Comstock produced 20.0 billion cubic feet of natural gas and 229,000 barrels of oil or 21.4 billion cubic feet of natural gas equivalent ("Bcfe") in the third quarter of 2017. Natural gas production averaged 217.3 million cubic feet ("MMcf") per day, reflecting growth of 51% from pro forma natural gas production in the third quarter of 2016 (excluding the divestitures completed in 2016). Natural gas production in the quarter also increased 14% from the second quarter of 2017. The growth in natural gas production is being driven by Comstock's successful Haynesville shale drilling program. Oil production in the third quarter of 2017, which averaged 2,491 barrels of oil per day, declined by 28% from the 3,482 barrels per day produced in the third quarter of 2016. The decrease in oil production was the result of the lack of drilling in the Company's South Texas Eagle Ford shale properties. Oil and natural gas prices improved in the third quarter of 2017. Comstock's average realized natural gas price, including hedging gains, increased 14% to $2.98 per Mcf in the third quarter of 2017 as compared to $2.62 per Mcf realized in the third quarter of 2016. The Company's average realized oil price increased by 10% to $46.45 per barrel in the third quarter of 2017 as compared to $42.07 per barrel in the third quarter of 2016. The higher realized prices and the growth in natural gas production caused oil and gas sales to increase by 40% in the third quarter of 2017 to $70.3 million (including realized hedging gains) as compared to 2016's third quarter sales of $50.3 million. EBITDAX, or earnings before interest, taxes, depreciation, depletion, amortization, exploration expense and other noncash expenses, was $50.3 million in the third quarter of 2017, an increase of 69% over EBITDAX of $29.7 million generated in the third quarter of 2016. Operating cash flow generated in the third quarter of 2017 was $32.2 million as compared to operating cash flow of $4.9 million in the third quarter of 2016. Comstock produced 51.3 billion cubic feet of natural gas and 737,000 barrels of oil or 55.7 billion cubic feet of natural gas equivalent in the first nine months of 2017 compared to 41.4 Bcf of natural gas and 1.1 million barrels of oil or 48.0 Bcfe in the first nine months of 2016. Natural gas production averaged 187.9 million cubic feet per day in the first nine months of 2017, an increase of 33% over pro forma 2016 natural gas production, excluding the divestitures completed in 2016. Oil production in the first nine months of 2017 declined by 33% from the first nine months of 2016. Comstock's average realized natural gas price, including hedging gains, increased 37% to $2.98 per Mcf in the first nine months of 2017 as compared to $2.17 per Mcf realized in the first nine months of 2016. The Company's average realized oil price increased by 30% to $46.86 per barrel in the first nine months of 2017 as compared to $36.15 per barrel in the first nine months of 2016. The higher realized prices and the growth in natural gas production caused oil and gas sales to increase by 45% to $187.4 million (including realized hedging gains) as compared to $129.3 million in the first nine months of 2016. EBITDAX of $128.3 million in the first nine months of 2017 was 101% higher than the EBITDAX of $63.7 million generated in the first nine months of 2016. Operating cash flow generated in the first nine months of 2017 was $74.1 million as compared to an operating cash flow deficit of $17.4 million in the first nine months of 2016. 2017 First Nine months Drilling Results During the first nine months of 2017, Comstock spent $129.8 million on its development and exploration activities and drilled 18 horizontal natural gas wells (13.0 net) and had three operated wells (1.0 net) drilling at Sept. 30, 2017. Since the last operational update, Comstock has completed three operated Haynesville shale wells. The average initial production rate of these wells was 29 MMcf per day. The Headrick 14-11 #1 well in Desoto Parish, Louisiana was drilled to a total vertical depth of 11,618 feet with a 7,168 foot lateral. This well was tested with an initial production rate of 33 MMcf per day. The Headrick 14-23 #2 well was drilled in Desoto Parish, Louisiana to a total vertical depth of 11,496 feet with a 7,429 foot lateral. This well was tested with an initial production rate of 35 MMcf per day. The Grantham 30-31 #1 well was drilled to a total vertical depth of 11,198 feet with a 8,456 foot lateral, and was tested with an initial production rate of 20 MMcf per day. The initial rate on the Grantham had to be limited due to certain operational constraints. Comstock is currently completing the Derrick 21 #2 and the Derrick 21 #3 wells which have 4,550 foot laterals and the BSMC 18-7 #1 Bossier shale well that has a 7,489 foot lateral and has seven additional Haynesville shale horizontal wells waiting to be completed. The Company also announced preliminary drilling plans for 2018. The Company's current plans are to run three operated drilling rigs through 2018 subject to natural gas prices and industry conditions. Two of the rigs will focus primarily on the properties being jointly developed with USG Properties Haynesville, LLC with the third rig focused on the Company's legacy Haynesville shale properties in DeSoto Parish, Louisiana. In total the Company currently plans to drill 26 wells or 13.8 wells net to the Company's interest in 2018. The Company's preliminary 2018 capital plan also includes two in-liner refracs of existing Haynesville shale wells. Total capital expenditures for 2018 are estimated at $170 million. The drilling budget will be adjusted upward or downward in response to natural gas prices as the program is intended to be funded by operating cash flow. The Company estimates 2018 natural gas production based on the current drilling plan could approximate 88 to 92 Bcf. In order to protect the returns that the Haynesville shale drilling program can generate, the Company has hedged, in the aggregate, 99 MMcf per day of its 2017 fourth quarter natural gas production at a NYMEX equivalent of $3.38 per Mcf and has hedged approximately 29 MMcf per day of natural gas production in the first quarter of 2018 at $3.38 per Mcf. The Company is currently establishing a hedge position for its 2018 drilling program. Comstock also reported today that it has retained BMO Capital Markets Corp. as its exclusive advisor with respect to the potential sale of its South Texas Eagle Ford shale assets that include approximately 18,433 net acres and 191 producing oil wells. During the third quarter, these assets produced 2,866 barrels of oil equivalent per day. The Company plans to use the proceeds of the asset sale to reduce long-term debt and increase liquidity. A full-text copy of the Form 10-Q is available for free at: https://is.gd/73qkEV About Comstock Resources Comstock Resources, Inc. -- http://www.comstockresources.com/-- is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. Comstock incurred a net loss of $135.1 million in 2016, a net loss of $1.0 billion in 2015, and a net loss of $57.11 million in 2014. * * * In September 2016, S&P Global Ratings raised its corporate credit rating on Comstock Resources Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The rating actions on Comstock are in conjunction with the Sept. 6, 2016, close of their comprehensive debt exchange and our assessment of the company's revised capital structure and credit profile," said S&P Global Ratings credit analyst Aaron McLean. Comstock Resources carries a 'Caa2' corporate family rating from Moody's Investors Service. COPSYNC INC: Taps Adams and Reese as Legal Counsel -------------------------------------------------- COPsync, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire the Law Firm of Adams and Reese LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the negotiation of financing agreements and related transactions; assist in the disposition of its assets; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. The attorneys who will be handling the case and their hourly rates are: John Duck $475 Robin Cheatham $475 David Bowsher $445 Scott Cheatham $400 Victoria White $375 Patrick McCune $300 Russell Rutherford $290 G. Robert Parrott $270 Jamie Olinto $270 Law clerks and paralegals charge between $110 and $210 per hour. Adams and Reese is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: John M. Duck, Esq. Adams and Reese LLP 4500 One Shell Square New Orleans, LA 70139 Tel: (504) 581-3234 Fax: (504) 566-0210 Email: john.duck@arlaw.com About COPsync COPsync, Inc. was created in 2005 as a "software for a service" or "SaaS" platform for law enforcement to share real-time information amongst counties, agencies, and departments. It was created in response to the 2000 death of one of COPsync's co-founders' colleagues and friends, Texas Department of Public Safety Trooper Randy Vetter, who was killed making what he believed to be a routine traffic stop for a seatbelt violation. The Company's products include nationally shared network of law enforcement information COPsync Network, software-driven in-car HD video system Vidtac, real-time threat alert system COPsync911, and court buildings security provider COURTsync. COPsync completed a $10.6 million equity financing capital raise in November 2015 and became listed on the Nasdaq Capital Market exchange (COYN). COPsync, Inc., filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-12625) on Sept. 29, 2017. It is represented by John M. Duck, Esq., Robin B. Cheatham, Esq., Victoria P. White, Esq., and Scott R. Cheatham, Esq., at Adams and Reese LLP, as counsel. The Debtor estimated $1 million to $10 million in both assets and liabilities. CORE SUPPLEMENT: Taps Mayfield Bustarde as Corporate Counsel ------------------------------------------------------------ Core Supplement Technology, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire Mayfield Bustarde LLP as its corporate and litigation counsel. The firm will, among other things, advise the Debtor on general matters concerning corporate governance necessary to implement its Chapter 11 plan, and attend shareholder and director meetings. Melissa Bustarde, Esq., the attorney who will be providing the services, will charge $315 per hour. Ms. Bustarde disclosed in a court filing that her representation of the Debtor will not create any conflict of interest. The firm can be reached through: Melissa Bustarde, Esq. Mayfield Bustarde LLP 462 Stevens Avenue, Suite 303 Solana Beach, CA 92075-2066 About Core Supplement Technology Core Supplement Technology, Inc. -- http://www.coresupplementtech.com/-- partners with various companies and professionals to develop and sell advanced supplements, from formulation, flavoring, manufacturing to delivery and brand-support. Core's manufacturing facility is headquartered on the West Coast in Oceanside, California, providing state-of-the-art FDA compliant, NSF & cGMP certified turnkey supplement manufacturing. The brands the Company works with range from small start-ups to nationally and internationally known brands. Core's clients include nutritionists, doctors, trainers, competitors, as well as supplement & nutraceutical companies. Core Supplement Technology is operating at 4645 to 4665 North Avenue, Oceanside, California. It is a California corporation owned 50% by Joseph O'Dea and 50% by three other shareholders, Robert Bailly, Harry Kumjian and Andrea Kumjian. Core Supplement Technology filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 17-06078) on Oct. 3, 2017. The petition was signed by Joseph Odea, president. At the time of filing, the Debtor had total assets of $2.82 million and total liabilities of $5.60 million. The case is assigned to Judge Margaret M. Mann. No creditors committee has been appointed in the case. CORE SUPPLEMENT: Taps Stephen C. Hinze as Bankruptcy Counsel ------------------------------------------------------------ Core Supplement Technology, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire Stephen C. Hinze, Attorney At Law A PC as its bankruptcy counsel. The firm will assist the Debtor in its negotiations with creditors; object to claims of creditors; draft a bankruptcy plan; and provide other legal services related to its Chapter 11 case. Hinze will charge an hourly fee of $275. The Debtor has agreed to pay the firm a retainer in the sum of $10,000, plus $1,717 for the filing fees. The firm received $19,896.50 for pre-bankruptcy services. Stephen Hinze, Esq., disclosed in a court filing that his representation of the Debtor will not create any conflict of interest. The firm can be reached through: Stephen C. Hinze, Esq. Stephen C. Hinze, Attorney At Law A PC 217 Civic Center Drive, Suite 10 Vista, CA 92084 Tel: 760-945-9353 Fax: 760-454-2427 Cell: 760-689-0705 Email: sch@schinzelaw.com About Core Supplement Technology Core Supplement Technology, Inc. -- http://www.coresupplementtech.com/-- partners with various companies and professionals to develop and sell advanced supplements, from formulation, flavoring, manufacturing to delivery and brand-support. Core's manufacturing facility is headquartered on the West Coast in Oceanside, California, providing state-of-the-art FDA compliant, NSF & cGMP certified turnkey supplement manufacturing. The brands the Company works with range from small start-ups to nationally and internationally known brands. Core's clients include nutritionists, doctors, trainers, competitors, as well as supplement & nutraceutical companies. Core Supplement Technology is operating at 4645 to 4665 North Avenue, Oceanside California. It is a California corporation owned 50% by Joseph O'Dea and 50% by three other shareholders, Robert Bailly, Harry Kumjian and Andrea Kumjian. Core Supplement Technology filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 17-06078) on Oct. 3, 2017. The petition was signed by Joseph Odea, president. At the time of filing, the Debtor had total assets of $2.82 million and total liabilities of $5.60 million. The case is assigned to Judge Margaret M. Mann. No creditors committee has been appointed in the case. DAKEDA LLC: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Dakeda, LLC as of Nov. 6, according to a court docket. About Dakeda LLC Dakeda, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 17-43534) on September 21, 2017. Donald Sumpter, managing member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. DATA COOLING: Thermotech Buying All Thermotech Assets for $478K --------------------------------------------------------------- Data Cooling Technologies, LLC, asks the U.S. Bankruptcy Court for the Northern District of Ohio to authorize its Asset Purchase Agreement, dated Nov. 3, 2017, with Thermotech Enterprises, LLC for the private sale of substantially all of its assets used in the operation of its Thermotech Business for $347,603 in cash, plus the value of certain inventory purchases made by the Buyer after the execution of the APA for post-November production, in an amount not to exceed $130,000, subject to highe and better offers. DCT is comprised of multiple divisions. At one of these divisions, located in Tampa, Florida, DCT manufactures and sells certain HVAC system and technology and heat wheels under the trade names Thermotech Enterprises, Thermotech Group, or ThermoWheel ("Thermotech Business"). The heat wheels and other products manufactured as party of the Thermotech Business are utilized in the manufacture of DCT's KyotoCooling units as well as in other customer applications. Since the Petition Date, DCT, with the assistance of its professional advisors, has pursued a sale and marketing process for both the Thermotech Business on a standalone basis as well as a global purchase for substantially all of the Debtors' assets, including DCT's business in Streetsboro, Ohio. DCT and/or its advisors have discussed such prospects with multiple interested parties. In mid-September 2017, DCT and the Buyer had initial discussions regarding the Thermotech Business. Finally, in late October 2017, the Buyer issued a letter of intent for substantially all of the assets of the Thermotech Business excluding pre-closing account receivables ("Thermotech Assets"). DCT, in its reasonable business judgment, believes that a private sale to the Buyer while the Thermotech Business remains operational is the best option under the circumstances. In this scenario, DCT will be able to preserve the Thermotech Business at a value greater than liquidation, continue to generate receivables, preserve jobs, and sell a going concern operation. Because the Buyer will continue to operate the Thermotech Business post-closing, DCT believes that the value and collectability of all pre-closing outstanding receivables, which are being left behind for the estate under the APA, will remain high. However, this process cannot be drawn out. Based on the ongoing capital needs of the Thermotech Business, DCT and the Buyer believe that a sale needs to close by Nov. 30, 2017. This will ensure an uninterrupted production schedule which will help maintain the value of the accounts receivable. DCT has had to idle its KyotoCooling operations, which has impacted the Thermotech Business. Absent an infusion of capital or a going concern buyer, DCT would have little choice other than to liquidate Thermotech Business on a piecemeal basis in the near future at far lower value to the estate than what is provided under the APA. Simply put, if DCT is required to conduct a further 60- to 90-day sale process for the Thermotech Assets, it will not have the capital to sustain operations of the Thermotech Business through that period. Importantly, the Buyer is comprised of some current employees of DCT, is familiar with the Thermotech Business, and is willing to move quickly to close a sale before DCT would have to make alternative arrangements to cease operations. Therefore, DCT and its advisors have determined that the Buyer's offer to purchase the Thermotech Assets pursuant to the APA constitutes the highest and best offer at this time, and provides the best opportunity for DCT to realize the greatest return on the Thermotech Assets for the benefit of all of its stakeholders. Accordingly, after arms'-length, good faith negotiations, DCT and the Buyer executed the APA that is conditioned on approval of the Court. The salient terms of the APA are: a. Purchase Price: $347,603 in cash, payable at the closing of the transaction, plus the value of certain inventory purchases made by the Buyer after the execution of the APA for post-November production, in an amount not to exceed $130,000. b. Deposit: $130,000 c. Purchased Assets: Thermotech Assets d. Assumed Liabilities: Only (i) the Assigned Contracts; (ii) current and future purchase orders relating to the Thermotech Business; and (iii) all outstanding warranties e. Private Sale: The transaction contemplated by the APA is a private sale, but subject to the rights of DCT pursuant to its fiduciary duties to consider higher and better offers for the Thermotech Assets or substantially all assets of DCT, including the Thermotech Assets. f. Expense Reimbursement: Reimbursement of Thermotech's reasonable out-of-pocket transaction expenses related to the Buyer's due diligence costs, legal, and other expenses related to the APA up to a maximum amount of $45,000, as evidenced in writing in reasonable detail and approved by the Court, in the event DCT accepts a higher offer. g. Terms: Free and clear of all liens, claims, encumbrances or other interests A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Data_Cooling_156_Sales.pdf DCT has kept KeyBank, N.A. and the Official Committee of Unsecured Creditors informed of its efforts concerning the sale of the Thermotech Assets. In order to enhance the value to DCT's estate, DCT asks approval of the assumption and assignment of the Assigned Contracts to the Buyer upon the closing of the transaction contemplated under the APA and payment of the cure costs for the Assigned Contracts. In accordance with the terms of the APA, DCT is only required to pay the Cure Cost of the Roth Investment Realty, Inc. and the Buyer is obligated to pay the Cure Costs of any other of the Assigned Contracts to the extent the Buyer wants them assumed and assigned to it. Notwithstanding DCT's desire to consummate the APA with the Buyer, DCT has a duty to the estate to consider higher and better offers for the Thermotech Assets prior to a hearing on the Motion. To conserve the resources of all parties involved, DCT is requiring that any other party interested in making a bid for the Thermotech Assets do so by Nov. 17, 2017. Any party making such bid must make an offer that is (i) non-contingent; (ii) made in cash with a 10% deposit received by DCT prior to the hearing on the Motion; and (iii) based on the form of APA submitted with the Motion. In the event a higher and better offer is received, DCT respectfully asks that it not be required to file a separate motion seeking approval of such sale; rather, DCT may simply ask approval of such alternative sale as being higher and better at the hearing on the Motion. In the event such a bid is received, the Buyer is entitled to submit a higher bid at the hearing. If such an alternative transaction is approved by the Court, DCT will also ask approval to pay the Expense Reimbursement to the Buyer and return the Buyer's Sale Deposit. In order to allow the immediate realization of value for the Thermotech Assets, DCT asks that any order grating the Motion is effective immediately and not subject to the 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d). About Data Cooling Data Cooling Technologies LLC is the exclusive North American licensee of US Patent No. 7753766. The KyotoCooling patented solution utilizes a heat wheel and an indirect economization process to produce the most reliable and efficient cooling technology in the data center industry. Based in Streetsboro, Ohio, Data Cooling Technologies LLC and Data Cooling Technologies Canada LLC filed Chapter 11 petitions (Bankr. N.D. Ohio Lead Case No. 17-52170) on Sept. 8, 2017. The petitions were signed by Gregory Gyllstrom, chief executive. At the time of filing, Data Cooling estimated assets and liabilities at $10 million to $50 million. Data Canada estimated assets of less than $50,000 and liabilities of less than $500,000. The Hon. Alan M. Koschik presides over the case. The Debtors tapped McDonald Hopkins LLC, as counsel, and Western Reserve Partners LLC, as investment banker. The official committee of unsecured creditors formed in the case retained Dahl Law LLC as its legal counsel. DAVID J. LADOUCEUR: Court Dismisses Chapter 11 Bankruptcy Case -------------------------------------------------------------- Judge Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for the District of Colorado granted Wells Fargo, US Bank National Association, and HSBC Bank's motion to dismiss Debtor David J. Ladouceur's chapter 11 case. The issues presented are whether the filing of the chapter 11 case was in good faith and whether proposing of the chapter 11 plan is in good faith. The Court conducted several hearings, including an evidentiary hearing on Oct. 6, 2017, heard testimony from the Debtor and legal argument and reviewed exhibits. The Court had a laborious time analyzing the Debtor's financial affairs from his schedules, amended numerous times, statement of financial affairs, amended twice, and monthly operating reports. The Debtor filed three written plans, a fourth plan in his supplemental disclosure statement (his fifth disclosure statement) and presented a fifth plan at the hearing. Wells Fargo moved for dismissal or conversion of this case on Sept. 5, 2017, asserting that the chapter 11 case should be dismissed or converted to chapter 7 as a chapter 11 filing in bad faith. The Debtor responded he has acted in good faith and filed bankruptcy to prevent two foreclosure sales and preserve the equity in his real properties for the benefit of his creditors. The Debtor further indicated the equity cushion in the real properties is sufficient to protect his creditors, as he has improved the Westminster and Boulder Properties in Colorado. He seeks to gain his fresh start and to conclude his divorce with his non-filing spouse, Lisa Mistich-Ladouceur as soon as possible. The doctrine of bad faith allows the bankruptcy judge to veto any chapter 11 plan. The Court finds the Debtor's plan violates 11 U.S.C. section 1123(b)(5) because by the Debtor not making payments for over four years and forcing Wells Fargo to front the taxes and insurance and planning to sue Wells Fargo again is certainly a modification of the Wells Fargo claim secured by the principal residence. In the view of this Court, the only way the Debtor can comply with 11 U.S.C. section 1123(b)(5) is to pay Wells Fargo the amount set forth in its proof of claim and sue for damages. Also, the plan is not confirmable under 11 U.S.C. section 1129(b) due to the overall unfair treatment of Wells Fargo. The existence of an equity cushion is offset by the divorce filed by Mistich-Ladouceur and the unknown effect of her claims to income and property of the estate, the 15 month delay in Chapter 11 while the Debtor litigated with Wells Fargo in federal court, the dubious nature of the yet to be filed state law claims, the inability of the Court to comprehend the true picture of the Debtor's assets, liabilities and income and the Debtor's pre-petition conduct of preferring himself over Wells Fargo and his other creditors. A full-text copy of Judge Rosania's Order dated Nov. 2, 2017, is available at: http://bankrupt.com/misc/cob16-17125-207.pdf David J. Ladouceur filed for chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 16-17125) on July 19, 2016, and is represented by Jane M. Roberson, Esq. DCP MIDSTREAM: Moody's Assigns Ba2 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned a Ba2 Corporate Family Rating (CFR) and a Ba2-PD Probability of Default Rating (PDR) to DCP Midstream, LP (DCP), as well as a B1 rating to its proposed series A fixed-to-floating rate cumulative redeemable perpetual preferred units (preferred units) and an SGL-3 Speculative Grade Liquidity Rating. Moody's also affirmed DCP Midstream Operating LP's (DCP Midstream Operating) Ba2 senior unsecured notes ratings, and withdrew its Ba2 CFR, Ba2-PD PDR and SGL-3 Speculative Grade Liquidity Rating. The rating outlook is stable. "Proceeds from DCP's proposed issuance of preferred units will be used for general corporate purposes, including to repay the $500 million notes due 2017", stated James Wilkins, Moody's Vice President. "There will not be an increase in debt at DCP as a result of the transaction and for analytical purposes, Moody's will treat the preferred units as 100% equity." Issuer: DCP Midstream, LP Rating Assignments: -- Corporate Family Rating, Assigned Ba2 -- Probability of Default Rating, Assigned Ba2-PD -- Perpetual Preferred Units, Assigned B1 (LGD 6) -- Preferred Shelf, Assigned (P)B1 Speculative Grade Liquidity Rating, assigned SGL-3 Outlook Action: Outlook, Assigned Stable Issuer: DCP Midstream Operating, LP Ratings Affirmed: -- Senior Unsecured Bonds/Debentures, Affirmed Ba2 (LGD4) Ratings Withdrawn: -- Corporate Family Rating, withdrew Ba2 -- Probability of Default Rating, withdrew Ba2-PD Speculative Grade Liquidity Rating, withdrew SGL-3 Outlook Action: Outlook, remains Stable Issuer: DCP Midstream, LLC Ratings Affirmed: -- Junior Subordinated Regular Bond/Debenture, Affirmed B1 (LGD 6) -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD 4) RATINGS RATIONALE The CFR was effectively moved to DCP Midstream, LP from DCP Midstream Operating, LP with the assignment of ratings on the preferred units so that the CFR is at this highest level entity within the DCP organization with a rated issue. DCP's Ba2 CFR reflects its elevated leverage, stable cash flows, meaningful size and scale in the US gathering and processing industry and basin diversification. DCP's debt to EBITDA ratio was 5.8x as of June 30, 2017, pro forma for the reorganization that was effective January 1, 2017, and 6.2x, if the DCP GP Holdco debt is included. Cash flow stability benefits from a combination of fee-based and hedged revenues that account for about 70% of the gross margin and long-term contractual arrangements with minimum volume commitments or life of lease or acreage dedications. DCP's considerable size (top US NGL producer), diverse asset profile, and critical mass in three key areas -- the DJ Basin, Midcontinent region and Permian Basin - support its business profile and economies of scale. The rating and business profile are tempered by higher inherent commodity price risk, MLP model risks with high payouts (although the three year IDR give back is a positive) and the reliance on debt and equity markets to fund growth. The rating considers the support that the parents -- Phillips 66 (A3 negative) and Enbridge Inc. (Baa2 negative) -- have historically provided. The proposed preferred units are rated B1, two notches below the Ba2 CFR, reflecting their subordination to all of the company's existing debt issues, which are obligations of DCP Midstream Operating, LP and guaranteed by its parent, DCP. The senior unsecured notes are rated at the same level as the CFR since the unsecured debt (notes and revolving credit facility) make up the majority of the capital structure. The preferred units are also subordinated to the B1 rated junior subordinated debt, which is an obligation of DCP Midstream Operating, LP and guaranteed by DCP, but both are rated B1 since the principal amount of the subordinated debt is small relative to the unsecured senior notes and revolving credit facility. The LGD rate on the preferred units (LGD6-98%) is slightly higher than on the LGD rate on the subordinated debt (LGD6-95%), but there is not a sufficiently large difference in the expected loss on the two instruments to warrant a difference in ratings. DCP's SGL-3 Speculative Grade Liquidity Rating indicates adequate liquidity. As of September 30, 2017, the company had $312 million of cash and $1.373 billion available (net of $25 million of letters of credit) under its $1.4 billion revolving credit facility that matures May 1, 2019. Typical of most MLPs, cash flow after maintenance capital is distributed to LP unit holders and the GP, leaving the long-term funding of growth capital expenditures to be sourced from the revolver as well as debt and equity capital markets. As part of the reorganization that occurred January 1, 2017, Phillips 66 and Enbridge Energy Inc. have agreed to IDR givebacks up to $100 million annually through 2019, as necessary to maintain a minimum 1.0x distribution coverage ratio. The revolver has a maximum leverage (debt/EBITDA) covenant (5.75x for 2017Q4, 5.50x for 2018Q1, 5.25x for 2018Q2, 5.00x thereafter), which was 4.3x as of September 30, 2017 (debt/EBITDA is adjusted for partial year EBITDA for capital projects and acquisitions). Moody's expects DCP will remain in compliance with its financial covenant through 2018. DCP has alternate liquidity in the form of potential asset sales and joint ventures. The stable outlook reflects DCP's relatively stable cash flow and the expectation that the company will reduce its leverage. An upgrade could be considered if debt to EBITDA (including the debt at the general partner) approached 4.5x. DCP's Ba2 CFR could be downgraded if leverage is expected to remain above 5.5x (including the debt at general partner) or it cannot maintain a distribution coverage ratio greater than 1x without relying on the IDR giveback. The principal methodology used in these ratings was Midstream Energy published in May 2017. DCP Midstream, LP, headquartered in Denver, Colorado, is a publicly traded, gathering and processing MLP. The DCP Midstream, LP common LP units are owned by the public (62%) and balance of the common units and GP interest is owned by DCP Midstream, LLC, a 50%/50% joint venture between Phillips 66 and Enbridge. DELTA MECHANICAL: Chrome Wants Creditors' Committee Disbanded ------------------------------------------------------------- Chrome, Inc., asks the U.S. Bankruptcy Court for the District of Arizona to either dissolve the Official Committee of Unsecured Creditors in the Chapter 11 cases of Delta Mechanical Inc. and its debtor affiliates due to a conflict of interest or, in the alternative, order the U.S. Trustee to change the membership of the Committee. Chrome asks that the Court schedule a hearing for Dec. 6, 2017, at 10:30 a.m. Chrome asserts that three disputed creditors are far from representative of the at large unsecured creditor constituency. The three members have no interest in the Debtors' long-term survival. According to Chrome, these parties hold claims not only against the Debtors, but are judgment creditors of the Debtors' principal, Todor Kitchukov. The Committee has no members who are trade vendors. The Committee members are representative of their own distinct group of lawyers who have judgments against certain individuals, and assert disputed claims against the Debtors. Chrome further asserts that the Committee has not been a voice of reason in this case. Rather than being constructive to the reorganization process, the Committee has instead been destructive. The members have been litigious at every stage in these proceedings. Regrettably, no member was present at a lengthy mediation attended by every other constituency. According to Chrome, the Committee has chosen to embark on a strategy that does not advance the cause of a successful reorganization. A primary recent example is the unsecured creditors voted in favor of the Joint Plan of Reorganization proposed by Chrome and Mr. and Mrs. Kitchukov. Rather than accepting the overwhelming vote in favor of the Plan by the constituency it purports to represent, the Committee has instead chosen to continue opposing confirmation of the Plan. Chrome says that this is far from the "adequate representation" required by the U.S. Bankruptcy Code. Indeed, the Committee's actions constitute an adverse representation to the unsecured creditor constituency. The Committee's current posture is effectively disenfranchising the super-majority vote of its constituency in favor of Plan confirmation. "The Committee should be dissolved. Unsecured creditors have accepted the Plan. The members clearly do not like that result. In such an event, they have the theoretical right to file their own independent opposition. They should not be permitted to do so in the name of an Official Committee," Chrome states. Alternatively, Chrome asks the Court order the U.S. Trustee to change the Committee's membership, so as to ensure the requisite adequate representation of creditors. As noted, the current Committee composition does not reflect the unsecured creditor constituency. The lawyers' judgment is against individuals. The Members have demonstrated a repeated desire to liquidate the Debtors. This is directly contrary to trade vendors in this case, who have a significant interest in the Debtors' long-term survival. The Plan Proponents, Chrome states, fully grasp their obligations to establish the necessary elements to confirm a Plan under Section 1129. Any change in the Committee's composition does not alter those obligations. Nevertheless, Chrome requests the Court direct the U.S. Trustee to reconstitute the Committee so that parties who voted overwhelmingly in favor of the Plan are ensured their interests in these cases are adequately represented. A copy of Chrome's request is available at: http://bankrupt.com/misc/azb15-13316-1064.pdf Chrome is represented by: Michael W. Carmel, Esq. LAW OFFICES OF MICHAEL W. CARMEL, LTD. 80 East Columbus Avenue Phoenix, Arizona 85012-2334 Tel: (602) 264-4965 Fax: (602) 277-0144 E-mail: Michael@mcarmellaw.com About Delta Mechanical Mesa, Arizona-based Delta Mechanical Inc. and its debtor-affiliates are engaged, generally, in the installation, maintenance, and repair of plumbing and heating, ventilation, and air conditioning fixtures and equipment. The Debtors, collectively, operate in 13 states, and employ approximately 350 people. Each of the Debtors is a corporation that is wholly owned by Todor and Mariana Kitchukov. The Debtors sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case No. 15-13316) on Oct. 19, 2015. The Hon. George B. Nielsen, Jr., presides over the cases. The Debtors are represented by John J. Hebert, Esq., Philip R. Rudd, Esq., and Wesley D. Ray, Esq., at Polsinelli PC. In its petition, Delta Mechanical estimated $1 million to $10 million in assets, and $10 million to $50 million in liabilities. The petitions were signed by Todor Kitchukov, president. On Nov. 17, 2015, the United States Trustee's Office appointed the Official Committee of Unsecured Creditors. The Committee is comprised of the following creditors: Douglas Law Office; Barnes Law Offices; and Woodall Law Offices. The Committee has retained Gallagher & Kennedy, P.A., as its legal counsel and MCA Financial Group, Ltd., as its financial advisor. DENVER SELECT: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Denver Select Property, LLC, as of Nov. 6, according to a court docket. About Denver Select Property LLC Denver Select Property, LLC is a small business debtor as defined in 11 U.S.C. Section 101(51D). The Debtor owns in simple interest a real property located at 3424-3440 Alvarado Road, Lawson, Colorado, valued at $1.07 million; and a real property located at 291 County Road 308 Dumont, Colorado, valued at $410,000. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-18217) on September 1, 2017. Greg Books, manager, signed the petition. At the time of the filing, the Debtor disclosed $1.57 million in assets and $2.68 million in liabilities. Judge Michael E. Romero presides over the case. DERRON TIMOTHY LEE: Must Show Cause Why PCO Not Necessary --------------------------------------------------------- Judge Robert T. Matsui of the U.S. Bankruptcy Court for the Eastern District of California issued an order directing debtors Derron Timothy Lee, Leanne Ngoc Thi Lee, and the case trustee to appear before the court on Nov. 15, 2017, at 10:30 a.m. The debtors must show cause why the Court should not order the appointment of a patient care ombudsman in their case. The bankruptcy case is in re: Derron Timothy Lee and Leanne Ngoc Thi Lee, Case No. 17-27258-C-11 (Bankr. E.D. Cal.). DETROIT, MI: Union President Not Allowed to Represent AME --------------------------------------------------------- Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan issued an order striking the response of the Association of Municipal Engineers to the Great Lakes Water Authority's motion for an order enforcing the plan of adjustment injunction and the bar date order against the Association and Partho Ghosh, the President of the Association of Municipal Engineers Union. Ghosh, who filed a response to the motion, is not an attorney. Citing Rowland v. California Men's Colony, Unit II Men's Advisory Council, Judge Tucker holds that a layperson may not represent an artificial entity such as a corporation, partnership, or association in federal court. A copy of Judge Tucker's Order dated Nov. 3, 2017, is available at: http://bankrupt.com/misc/mieb13-53846-12720.pdf About the City of Detroit The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing made Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension-related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit was represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, represented the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, represented the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers appointed in the case was represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. Detroit filed a notice that the effective date of its bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven Rhodes on Nov. 12, 2014, entered an order confirming the Eighth Amended Plan for the Adjustment of Debts of the City of Detroit. Thomas Tucker, a federal bankruptcy judge since 2003, took over Detroit's landmark bankruptcy case following the retirement of Judge Rhodes. DIAMOND CONTRACT: Wants to Use Hyperion Bank's Cash Collateral -------------------------------------------------------------- Diamond Contract Flooring, LLC, seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to use cash collateral for operational working capital, for the payment of the Debtor's ordinary and necessary expenses, including payroll and payroll withholdings, and expenses necessary to continue the operations of a flooring sales and installation agent who has produced over $1.3 million in sales at this time in 2017. On July 24, 2007, Hyperion Bank extended a line of credit in the amount of $150,000 to the Debtor. On Dec. 8, 2008, a Change In Terms Agreement was entered between the Bank and the Debtor increasing the line of credit to $250,000. In consideration for the extension of credit to the Debtor, the Debtor granted a first priority security interest in the nature of a blanket lien on the Debtor's assets. As of the Petition Date, the Debtor owed the Bank a balance of approximately $249,975 on the underlying Loan Agreement. The Debtor requires use of its cash and accounts to continue operations. The Debtor says it has payroll obligations which must be made. Additionally, the Debtor needs to pay the general operating expenses of the business so that the Debtor may continue to operate, generate cash flow, and fund a Chapter 11 Plan of Reorganization. The Debtor warns that if it is not able to pay its employees and provide for the operational expenses of its business, its operations will be substantially injured. Without an immediate and emergent use of its cash the Debtor's prospects for reorganization are limited. With the use of its cash, the Debtor believes it can operate profitably and propose a well-funded Plan of Reorganization. The Debtor proposes to provide adequate protection to the Bank in the form of (i) a first lien upon and security interest in all of the Debtor's now existing and hereafter acquired accounts receivable of the same nature and extent as the pre-petition liens and collateral. The Debtor requests that the cash collateral order reflect that the Court recognize that the Bank's lien extends both to prepetition collateral and the proceeds thereof. The Debtor will pay all current interest and principal payments to the Bank under the prepetition Loan Agreement between the parties. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/paeb17-16672-30.pdf About Diamond Contract Flooring Diamond Contract Flooring, LLC, is a privately held company in Bensalem, Pennsylvania, and has been in the business of wholesale-floor coverings since 2000. The company sells and installs carpeting, tile, hardwoods and other types of flooring for residential and commercial establishments in both Pennsylvania and New Jersey. Diamond Contract Flooring filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 17-16672) on Sept. 29, 2017. The petition was signed by Christopher Diamond, president. In its petition, the Debtor disclosed $142,481 in assets and $1.32 million in liabilities. The Hon. Eric L. Frank presides over the case. Carrie J. Boyle, Esq., at McDowell Posternock Apell & Detrick, P.C., serves as bankruptcy counsel to the Debtor. DISCOVER FINANCIAL: Moody's Affirms Ba1 Sr. Unsec. Bonds Rating --------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Discover Financial Services (DFS) and its Discover Bank subsidiary. The parent is rated Ba1 for senior unsecured debt and its bank subsidiary has deposit ratings of A3/positive/Prime-2 and a standalone baseline credit assessment (BCA) of baa3. The bank also has Baa3 senior unsecured debt rating and its counterparty risk assessment is Baa2(cr)/Prime-2(cr). The outlook has been revised to positive from stable. Affirmations: Issuer: Discover Bank -- Adjusted Baseline Credit Assessment, Affirmed baa3 -- Baseline Credit Assessment, Affirmed baa3 -- Long term and short term Counterparty Risk Assessment, Affirmed Baa2(cr)/P-2(cr) -- Issuer Rating, Affirmed Baa3, positive -- Long term and short term Deposit Rating , Affirmed A3, positive,/P-2 -- Subordinate Regular Bond/Debenture, Affirmed Ba1 -- Senior Unsecured Regular Bond/Debenture, Affirmed Baa3, positive Issuer: Discover Financial Services -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba1, positive -- Senior Unsecured Shelf, Affirmed (P)Ba1 -- Subordinate Shelf, Affirmed (P)Ba1 -- Pref. Shelf, Affirmed (P)Ba2 -- Pref. Shelf Non-cumulative, Affirmed (P)Ba3 -- Pref. Stock Non-cumulative, Affirmed Ba3(hyb) Outlook Actions: Issuer: Discover Bank -- Outlook, Changed To Positive From Stable Issuer: Discover Financial Services -- Outlook, Changed To Positive From Stable RATINGS RATIONALE DFS' ratings affirmation and the change to a positive outlook reflects Moody's view that DFS's good risk management, strong and consistent profitability, together with comparatively strong capital and good asset quality better protects the company's solid credit metrics even in a more adverse economy. Moody's said DFS business is heavily skewed towards the US general-purpose credit card market and is heavily reliant on net interest income making it vulnerable to economic shocks and political/regulatory risks. Nevertheless, DFS has countered these threats with prudent underwriting and ongoing initiatives to broaden its business. These initiatives include the development of its direct banking presence through ancillary lending and deposit products, as well as Discover Bank's payment services business which enhances its brand recognition, merchant acceptance and fee based revenues. Moody's believes that DFS' sustainable market position drives its strong profitability as one of the most profitable Moody's rated US banks with ROA averaging well above 2.0% since 2011. The company's strong profitability provides additional support for the company's solid capital levels as measured by tangible common equity to assets of more than 12.0%. While net charge-offs have increased over the last year to just under 3.0% from historic lows, the company's charge-offs remain below industry average demonstrating disciplined underwriting along with good risk management. Regarding its liquidity profile, Discover Bank has an above average reliance on wholesale funding despite ongoing diversification via internet deposits, but Moody's said that the above average percent of wholesale funding is partially addressed by the bank having a high proportion of insured deposits, which Moody's views as a stable funding source even in adverse market. Discover Bank's good proactive liquidity management includes a large liquidity portfolio of cash/cash equivalents and investment securities as well as contingent liquidity of $6 billion of asset-backed conduit lines. WHAT COULD MOVE THE RATINGS UP/DOWN Discover Bank's BCA could move up in the event that the company continues to achieve strong profitability and disciplined underwriting. Additional credit positives would be continued prudent diversification, measured growth of non-card asset classes and continued growth of deposits. Downward rating pressure would emerge if Moody's expect a material weakening of key liquidity, capital metrics and/or underwriting standards. The principal methodology used in these ratings was Banks published in September 2017. EDWARD GREENE: Says Appointment of Ombudsman Not Necessary ---------------------------------------------------------- Edward James Greene and Tera N. Greene ask the U.S. Bankruptcy Court for the District of Idaho to reject the appointment of any Ombudsman. Dr. Tera Greene is a licensed dentist and the President of Accure Dental PC, which itself is in chapter 11 as case number 17-00837-JDP. The Debtors operate a dentist office, which treats patients for dentistry, dentures and oral surgery. As such it appears that the Debtors operate a facility that fits the Bankruptcy code definition of Health Care Business. While the Debtor may fit the broad definition of a "health care business," the Debtors assert that they do not operate a long-term care facility; a skilled nursing facility; an intermediate care facility; an assisted living facility; a home for the aged; a domiciliary care facility; or a facility that offers assistance with activities of daily living. The Debtors assert that the appointment of an ombudsman is not necessary because Dr. Tera Greene's patients do not reside at the Debtors' facility nor remain there after treatment that occurs during daytime business hours, and neither of these Debtors are subject to any disciplinary actions by any agency that regulates its practice. In addition, the Debtors contend that Accure Dental, in its chapter 11 case, filed a motion to request the Court to refrain from the appointment of an ombudsman, which the Court granted. The Debtors believe in this case that such a Motion is equally applicable, and as such, the appointment of an ombudsman is not necessary. Edward James Greene and Tera N. Greene (Bankr. D. Idaho Case No. 17-01292) filed Chapter 11 Petition on September 28, 2017. The Debtors are represented by: D Blair Clark, Esq., who can be reached through Email: dbc@dbclarklaw.com ENERGY TRANSFER: Egan-Jones Hikes Sr. Unsec. Ratings to BB- ----------------------------------------------------------- Egan-Jones Ratings Company, on August 24, 2017, raised the local currency and foreign currency senior unsecured ratings on debt issued by Energy Transfer Equity LP to BB- from B+. Energy Transfer Equity is based in Dallas, Texas, a sister partnership to Energy Transfer Partners. It specializes in the storage and transportation of natural gas. ENERGY TRANSFER: Moody's Rates New Series A Preferred Stock 'Ba2' ----------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Energy Transfer Partners, L.P.'s (ETP) proposed Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units and affirmed its Baa3 senior unsecured rating, its Ba1 junior subordinated notes rating and its P-3 commercial paper rating. The rating outlook is negative. Moody's also affirmed Sunoco Logistics Partners Operations L.P. (Sunoco Logistics Partners L.P.) Baa3 senior unsecured rating and its P-3 commercial paper rating. The outlook is also negative. Assignments: Issuer: Energy Transfer Partners, L.P. -- Pref. Stock Preferred Stock, Assigned Ba2 Affirmations: Issuer: Energy Transfer Partners, L.P. -- Junior Subordinated Regular Bond/Debenture, Affirmed Ba1 -- Commercial Paper, Affirmed P-3 -- Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 -- Senior Unsecured Shelf, Affirmed (P)Baa3 Issuer: Sunoco Logistics Partners Operations L.P. -- Senior Unsecured Shelf, Affirmed (P)Baa3 -- Commercial Paper, Affirmed P-3 -- Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 Outlook Actions: Issuer: Energy Transfer Partners, L.P. -- Outlook, Remains Negative Issuer: Sunoco Logistics Partners Operations L.P. -- Outlook, Remains Negative RATINGS RATIONALE The proposed preferred units are rated Ba2, two notches below the Baa3 senior unsecured rating, reflecting their subordination to all of the company's existing senior unsecured notes, its unsecured revolving credit facility and its subordinated notes. Moody's attributes 50% equity credit to the preferred units. ETP's Baa3 rating reflects its scale, which ranks among the largest publicly traded midstream master limited partnerships (MLP) in terms of its size, geographic reach and the operational diversification of its businesses. Its $77 billion midstream asset base generates a largely fee-based cash flow stream, approximating $5.8 billion of 12-month EBITDA as of September 30 (proportionately consolidated). However, largely as a function of heavy capital spending, flat EBITDA growth across several operating segments and the delayed in-service dates of several large projects, ETP's leverage deteriorated in 2016, peaking at 6x debt/EBITDA at year-end. The high level of growth capital spending should begin to improve EBITDA in 2018, helping to reverse the trajectory of increased debt leverage. The closing in February of the sale of a 36.75% in the Dakota Access Pipeline, August's $1.0 billion units issuance and October's closing of the sale of a 32.4% stake in ETP's Rover natural gas pipeline together with second and third quarter EBITDA gains have reduced leverage to about 5.5x in Moody's estimation. Run rate leverage could approach 5.1x by year-end 2017. A dependence on EBITDA growth for deleveraging in a low growth midstream energy environment is subject to greater execution risk. To the extent that a large aggregate of ETP's capital spending is devoted to the completion of several multi-billion dollar pipeline projects, whose construction has been subject to regulatory and permitting delays, EBITDA growth could be lumpy or further delayed. The terms of the April 28, 2017 closing of Sunoco Logistics Partners L.P. (SXL, Baa3 negative) acquisition of ETP in a units-for-units transaction (and subsequently re-named Energy Transfer Partners, L.P.) effectively re-set ETP's unitholder distribution rate, which together with second and third quarter EBITDA growth restored third quarter and nine-month distribution coverage to 1.13x and 1.14x, respectively. Improved distribution coverage alleviates for now the necessity of future Incentive Distribution Rights (IDR) waivers from ETP's general partner, Energy Transfer Equity, L.P. (ETE, Ba2 negative), or potential distribution cuts, while preserving those options if necessary to support the combined SXL/ETP entity in the future. Moody's considers ETP to have good liquidity through 2018, a liquidity position enhanced through asset monetizations. At September 30, ETP reported $2.1 borrowed under its aggregate $6.25 billion revolving credit facilities; the October 1 closing of the Rover sale for $1.57 billion further builds ETP's liquidity. Moody's expects ETP's $3.75 billion revolving credit facility and SXL's $2.5 billion revolving credit to be combined into a single facility at an amount something less than the combined $6.25 billion total by year-end. Growth capital spending has alternative sources to supplement its financing if needed including possible joint ventures, limited asset sales and asset level financing. Moody's believes that ETE has options which can be deployed to support ETP's liquidity, among them additional IDR waivers and potential flexibility around the level of cash distributions. In January, ETE issued $568 million of equity which was used to acquire ETP units, injecting cash into ETP. ETP and ETE have a history of consistent support for ETP's investment grade ratings, which Moody's expects will continue to be the case. ETP's negative outlook reflects its high debt leverage. Its outlook could be restored to stable provided it has taken demonstrable actions to reduce leverage approaching 5x, while maintaining distribution coverage exceeding 1x. ETP's ratings could be downgraded if it fails to achieve debt leverage approaching 4.5x. ETP's rating could also be lowered in the medium-term if major projects and cash flow are further delayed, if ETP's business risk profile meaningfully deteriorates, should financing pressure materialize further delaying the deleveraging process or if ETE's credit profile materially weakens. ETP remains exposed to increased consolidated group leverage, and could be negatively impacted should ETE's debt service and distribution needs increase significantly. Reducing debt leverage to the vicinity of 4x and maintaining it at that level could prompt consideration of an upgrade. The principal methodology used in these ratings was Midstream Energy published in May 2017. Energy Transfer Partners, L.P., headquartered in Dallas, Texas, is a publicly traded MLP which owns and operates a broad array of midstream energy assets. EPTMS INC: Has Court's Interim Nod to Use Cash Collateral --------------------------------------------------------- The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas has granted EPTMS, Inc., interim authorization to use cash collateral. A hearing on the Debtor's use of cash collateral will be held on Dec. 12, 2017, at 11:00 a.m. (MT). Objections to the Debtor's cash collateral use must be filed by Dec. 8, 2017. The Court heard the position of the Texas Comptroller of Public Accounts, who filed an objection to the Debtor's cash collateral use, that a significant portion of the funds currently in the Debtor's operating account at Bank of America appear to be sales tax moneys collected by the Debtor for the Comptroller, but that the Comptroller is amenable to an interim use of cash collateral, provided that the extent of that collected sales tax can be determined and adequate protection measures can be fashioned for the Comptroller, at a later date near to hand. Based on the foregoing and on the announcements of Christopher Murray of Diamond-McCarthy for Pearl Delta Funding, LLC, the Court finds that irreparable harm will befall the Debtor if it is not allowed the interim use of cash collateral. The identification, value, and extent of the Debtor's cash collateral, and the terms of adequate protection as stated herein, are without prejudice to any party-in-interest's right to contest the same in a later proceeding, for confirmation purposes or otherwise. The Court awards replacement liens upon the cash equivalents identified in the Debtor's motion, to Rapid Capital Advance, To Kabbage, Inc., and to Pearl Delta Funding, LLC, in the order of priority that existed on petition date, Oct. 25, 2017. The Court is measuring the extent of the replacement liens according to the value of the collateral that existed on petition date, including the sums on deposit in Bank of America, subject to whatever interest the Comptroller may have. The Court orders that the Debtor keep the inventory adequately insured against fire, theft, water damage, and other hazards. The Debtor must also make interim monthly adequate protection payments to: -- Rapid Capital Advance, $13,995 each Friday, starting Nov. 24, 2017; -- Kabbage, Inc., $10,228.00 each month, starting Nov. 24, 2017; and -- to Pearl Delta Funding, LLC, $7,000 each Friday starting Nov. 24, 2017. The Court encourages Rapid Capital Advance, Kabbage, Inc., and Pearl Delta Funding to confer with the Comptroller and the Debtor, to determine a consensual means by which the Comptroller may recover all funds in Bank of America account #-49l9 that were property of the Comptroller. If no consensual basis is reached before the Dec. 12, 2017 hearing, the Court intends to fashion adequate protection for the Comptroller at the Dec. 12, 2017 hearing. Whether any further adequate protection payments to Rapid Capital Advance, Kabbage, Inc., and Pearl Delta will be ordered, from Dec. 12, 2017, until the Comptroller has received all of its sales tax money, is to be decided at the Dec. 12, 2017 hearing. The Court will then take up the motion for adequate Protection payments which the Comptroller filed on Oct. 30, 2017. The Debtor may include prepetition wages from Oct. 16 to 24 in the payroll that is due on Nov. 1, 2017, up to the limit for priority prescribed in U.S.C. Section 507(a)(4). A copy of the court order is available at: http://bankrupt.com/misc/txwb17-31729-19.pdf About EPTMS, Inc. EPTMS, Inc., is a retailer of mattresses in the El Paso, Texas area. EPTMS, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-31729) on Oct. 25, 2017. The petition was signed by Ricardo Solano aka Javier Ricardo Solano Ramirez, president. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Christopher H. Mott presides over the case. E.P. Bud Kirk, Esq., at the law firm of E.P. Bud Kirk, serves as bankruptcy counsel to the Debtor. EVAN JOHNSON: Plan Filing Period Extended for Additional 90 Days ---------------------------------------------------------------- Judge Edward Ellington of the U.S. Bankruptcy Court for the Southern District of Mississippi, at the behest of Evan Johnson & Sons Construction, Inc., has entered an order granting the Debtor additional 90 days from November 6, 2017 within which to file a disclosure statement and proposed plan. As reported by the Troubled Company Reporter on October 20, 2017, the Debtor asked the Court for an additional 90 days within which to file a disclosure statement and proposed plan. Evan Johnson said that, subsequent to the filing of the bankruptcy petition, the Debtor, primarily through special counsel William Blair, Esq., has successfully engaged in extensive negotiations and settlements with various creditors both in connection with the Debtor's project at Mississippi State University and also at the Tibodeaux Regional Medical Center. The Debtor will, in the immediate future, file motions to approve those settlements as well as an additional financing motion with its bonding company that is substantially similar to the financing motion previously approved by the Court in connection with the Mississippi State University project. While the Debtor will urge the Court to approve those settlement motions and related undertakings, the Debtor averred that the motions have not yet been filed and certainly have not been ruled upon. They have also been subject to objections of the entire creditor body. The Debtor said that it would be premature to file and prosecute a meaningful disclosure statement and plan of reorganization that would need to be, even in the best of situations, changed and amended once the settlements have been approved or disapproved. The Debtor assured the Court that it does not seek this extension for purposes of delay, but rather, to allow the Debtor an opportunity to fully formulate and file its proposed plan and disclosure statement. The Debtor said that the extension requested will not result in any undue prejudice to any creditor or other party-in-interest. About Evan Johnson & Sons Construction Inc. Evan Johnson & Sons Construction, Inc., based in Pearl, Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-02192) on June 15, 2017. The Hon. Edward Ellington presides over the case. Craig M. Geno, Esq., at The Law Offices of Craig M. Geno, PLLC, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Melanie Johnson, its president. EVERMILK LOGISTICS: Seeks December 11 Plan Filing Extension ----------------------------------------------------------- Evermilk Logistics LLC files with the U.S. Bankruptcy Court for the Southern District of Indiana a second motion seeking a 30-day extension of the time in which to file a Chapter 11 plan and to solicit votes in connection with such plan to December 11, 2017 and February 9, 2018, respectively. By order entered on September 13, 2017, the Court extended the periods by which the Debtor had the exclusive right to file a Chapter 11 plan and solicit votes in connection with such plan through November 11, 2017, and January 10, 2018, respectively. The Debtor seeks additional time to continue negotiations with an equity investor. The Debtor intends to include this agreement, if reached, in the reorganization plan that allows for the Debtor's continued operations. The Debtor has acted in good faith and is working diligently to arrive at a consensual plan of reorganization or, barring that, a plan that satisfies all confirmation requirements of section 1129 of the Bankruptcy Code. Further, the Debtor is current on its post-petition expenses, including payment of fees to the U.S. Trustee. Consequently, the Debtor believes that cause exists for extending the Debtor's Exclusive Periods and that such extension will facilitate an equitable resolution of this Chapter 11 Case. About Evermilk Logistics Evermilk Logistics LLC -- http://www.evermilklogistics.net/-- is a member-managed Indiana limited liability company wholly owned by Teunis Jan Willemsen. It operates a commercial milk hauling trucking business. Its principal place of business is at 6615 W. 500 N., Frankton, Indiana 46044. Evermilk hauls milk for local dairy farms that sell milk to Dairy Farmers of America. Evermilk has been taking milk to the Eastern and Central United States, and currently is picking up 20-25 tanker loads of milk each day. It currently employs more than 60 driver and administrative or maintenance personnel. Evermilk Logistics LLC filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-03613), on May 15, 2017. The Petition was signed by Teunis Jan Willemsen, member. The case is assigned to Judge Jeffrey J. Graham. The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker Daniels LLP. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. No trustee or examiner has been appointed, and no committee has yet been appointed or designated. EXGEN TEXAS: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Lead Debtor: ExGen Texas Power, LLC 1310 Point Street Baltimore, MD 21231 Type of Business: ExGen Texas Power, LLC, et al., operate as subsidiaries of Exelon Generation Company, LLC, an energy company delivering electricity and natural gas to approximately 10 million customers in Delaware, the District of Columbia, Illinois, Maryland, New Jersey and Pennsylvania through its Atlantic City Electric, BGE, ComEd, Delmarva Power, PECO and Pepco subsidiaries. Collectively, the Debtors provide 3,313 MW of natural gas-fired power generation located in the North and Houston zones of the Electric Reliability Council of Texas power market. The Debtors were formed in 2014 as a non-recourse project financed by ExGen, which owns, directly or indirectly, 100% of the equity interests in each of the Debtors. Chapter 11 Petition Date: November 7, 2017 Debtor-affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- ExGen Texas Power, LLC (Lead Case) 17-12377 ExGen Texas Power Holdings, LLC 17-12378 Wolf Hollow I Power, LLC 17-12379 Colorado Bend I Power, LLC 17-12380 Handley Power, LLC 17-12381 Mountain Creek Power, LLC 17-12382 LaPorte Power, LLC 17-12383 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Brendan Linehan Shannon Debtors' Counsel: Daniel J. DeFranceschi, Esq. Paul N. Heath, Esq. Zachary I. Shapiro, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: defranceschi@rlf.com heath@rlf.com shapiro@rlf.com Debtors' Investment Banker: SCOTIA CAPITAL (USA) INC. Debtors' Restructuring Advisors: FTI CONSULTING, INC. Debtors' Claims & Noticing Agent and Administrative Advisor: KURTZMAN CARSON CONSULTANTS LLC Web site: http://www.kccllc.net/egtp Estimated Assets: $100 million to $500 million Estimated Debt: $500 million to $1 billion The petitions were signed by David Rush, chief restructuring officer. A full-text copy of ExGen Texas Power's petition is available for free at http://bankrupt.com/misc/deb17-12377.pdf Debtors' Consolidated List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Mitsubishi Power Systems, Inc. Trade Debt $1,837,419 2287 Premier Row Orlando, FL 32809 Jeffery Phelan Tel: 617-306-0676 Email: jeffery.phelan@mpshq.com Enterprise Texas Pipeline Trade Debt $1,071,017 P.O. Box 4324 Houston, TX 77210 Troy Lawrence Tel: 713-381-8239 Email: jtlawrence@eprod.com Energy Transfer Fuel Trade Debt $657,004 PO Box 951439 Dallas, TX 75395 Tel: 214-981-0752 Email: Charlie Stone Email: charlie.stone@ energytransfer.com Brand Energy And Infrastructure Trade Debt $587,681 Services Inc. 1325 Cobb Int. Drive Suite A-1 Kennesaw, GA 30152 Eric Drnevich Tel: 856-467-2850 Email: eric.drnevich@beis.com Siemens Energy Inc. Trade Debt $524,079 Dept. Ch 10169 Palatine, IL 60055-0169 Tel: 513-395-5148 407-736-6254 781-380-1306 Ron Prothe Email: ron.prothe@siemens.com Chicago Bridge & Iron Inc. Trade Debt $473,897 311 W. Monroe St Chicago, Il 60606 Jeff Bandurski Tel: 815-210-7316 Email: jeffrey.bandurski@cbi.com Shermco Trade Debt $445,146 PO Box 540545 Dallas, TX 75234 Brad Santa Tel: 972-793-5523 Email: bsanta@shermco.com International Chimney Corporation Trade Debt $275,061 55 S. Long Street P.O. Box 260 Buffalo, NY 14231 Ken Baker Tel: 716-650-3413 Email: keb@internationalchimney.com Kinder Morgan Texas Pipeline Trade Debt $260,017 1001 Louisiana St, Suite 1000 Houston, TX 77002 Tel: 713-369-8730 Gary Lamphier Email: gary_lamphier@ kindermorgan.com Gulf South Pipeline Trade Debt $210,000 Email: Ryan.Meske@bwpmlp.com Texas Commission on Environmental Regulatory $173,175 Quality (TCEQ) Email: ac@tceq.texas.gov Filter Technology Company Inc. Trade Debt $171,038 Email: twilburn@filtertexas.com Maxim Crane Works Trade Debt $164,580 Email: Wrodgers@maximcrane.com General Electric International Trade Debt $151,365 Email: ronan.ocallaghan@ge.com Reliable Turbine Services Trade Debt $131,229 Email: mwoodruff@reliableturbine.com Atmos Pipeline Trade Debt $120,000 Email: Jeff.Smirin@atmosenergy.com Phoenix Industrial Services 1 LP Trade Debt $115,325 Email: tparker@phoenixservices.com Vinson Process Controls Co LP Trade Debt $115,141 Email: sbedell@vpcco.com Airgas Specialty Products Trade Debt $110,326 Email: dave.hammon@airgas.com Advanced Turbine Support Trade Debt $108,190 Email: cmcginley@ advancedturbinesupport.com Integrated Power Services Trade Debt $104,772 Email: scoughran@ips.us Saber Power Services, LLC Trade Debt $74,231 Email: ktomek@saberpower.com Air Products LLC Trade Debt $70,977 Email: stewars3@airproducts.com Enexio US LLC Trade Debt $66,683 Email: Thomas.hatcher@enexio.com Specialty Rescue & Fire Service Trade Debt $66,600 (SR&FS) Email: david@specialtyrescue.com Moody's Investor Services Professional $66,306 Email: Raymond.pedicone@ Services moodys.com GE Energy Control Solutions Trade Debt $50,979 Email: grover.allen@ge.com Red Ball Oxygen Company Trade Debt $50,152 Email: bobewing@redballoxygen.com New Gen Products Trade debt $46,038 Email: brad@newgenproducts.com United Electric Cooperative Trade Debt $40,744 Services, Inc EXGEN TEXAS: Exelon Gives Up 4 of 5 Gas-Fired Plants to Lenders --------------------------------------------------------------- Chicago, Illinois-based energy giant Exelon Corp. (NYSE:EXC) will relinquish four Texas natural gas plants to lenders and will pay $60 million to keep a fifth plant as part of a Chapter 11 bankruptcy of its merchant generation business in Texas. Exelon unit ExGen Texas Power LLC, which operates five gas-fired power-generating stations in Texas, sought Chapter 11 bankruptcy with a plan to sell the 1,265 MW Handley power plant in Fort Worth, TX, to Exelon for $60 million and release ownership of four plants to secured lenders owed $660 million. EGTP's five direct subsidiaries, which has also sought Chapter 11 protection, each owns a gas-fired generation project. Collectively, the Debtors provide 3,313 MW of natural gas-fired power generation located in the North and Houston zones of the Electric Reliability Council of Texas ("ERCOT") power market. The Debtors are direct or indirect wholly-owned subsidiaries of Exelon Generation Company, which, itself, is a wholly-owned subsidiary of Exelon Corporation. Exelon Corp. and Generation are not part of the Chapter 11 filing. Exelon Corp, whose stock is publically traded on the New York Stock Exchange under the ticker "EXC", is a Fortune 100 company with annual revenues in excess of $30 billion and approximately 34,000 employees around the globe. As of the Petition Date, EGTP has $660 million in aggregate principal amount (excluding any accrued and unpaid interest, fees and costs) of term loans owed to secured lenders outstanding under a Credit Agreement dated Sept. 18, 2014, with Bank of America, N.A. as, among other things, administrative agent and collateral agent, Wilmington Trust, National Association, as depositary agent, and the lenders party thereto from time to time. Sale Process According to Exelon Corp.'s regulatory filing, Exelon Generation Company has been considering its strategic options with respect to its wholly-owned indirect subsidiary, EGTP. On May 2, 2017, EGTP entered into a Consent, Waiver and Amendment Agreement ("Consent Agreement") with the lenders of its $675 million non-recourse senior secured loan due September 18, 2021. Among other things, the Consent Agreement permitted EGTP to draw on its revolving credit facility and initiate an orderly sales process to sell the assets of its wholly-owned subsidiaries (collectively with EGTP, the "Debtors"), the proceeds from which will first be used to pay the administrative costs of the sale, the normal and ordinary costs of operating the plants, and repayment of the secured debt of EGTP. As a result, Exelon and Generation classified certain of EGTP's assets and liabilities as held for sale at their respective fair values less costs to sell and recorded associated pre-tax impairment charges of $418 million and $40 million in the second and third quarter of 2017, respectively. In connection with this orderly sales process, on Nov. 7, 2017, the Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors are seeking Bankruptcy Court authorization to jointly administer the Chapter 11 cases under the caption "In re ExGen Texas Power LLC, et al." Case No. 17-12377. The Debtors will continue to manage their assets and operate their businesses as "debtors in possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. As a result of the bankruptcy filing, Exelon and Generation determined that EGTP's assets and liabilities (including its nonrecourse senior secured term loan, revolving credit facility and various interest rate and commodity swaps), of which the assets were classified as held for sale at September 30, 2017, will be deconsolidated from Exelon's and Generation's consolidated financial statements as of November 7, 2017. Exelon and Generation estimate that a pre-tax gain upon deconsolidation ranging from $125 to $200 million will be recognized in the fourth quarter of 2017. Concurrently with the Chapter 11 Filings, Generation entered into an asset purchase agreement to acquire one of EGTP's generating plants, the Handley Generating Station, for approximately $60 million, subject to an adjustment for fuel oil and assumption of certain liabilities. In the Chapter 11 Filings, EGTP has requested that the proposed acquisition of the Handley Generating Station be consummated through a court-approved and supervised sales process. The consummation of the acquisition is subject to the approval of the asset purchase agreement by the Bankruptcy Court following a sale process, and the confirmation of a plan of reorganization in the bankruptcy cases. The sale agreement with Generation provides that should the Debtor pursue an alternative transaction for the Handley Generating Station, Generation will receive a break-up fee of $750,000 and expense reimbursement of up to $300,000. Low Prices in Texas Exelon said in a statement that historically low power prices within Texas have created challenging market conditions for all power generators, including the five natural gas-fired EGTP plants. EGTP's Board of Directors determined, after evaluating a range of opportunities, to move forward with a two‑part plan. First, Exelon Generation has negotiated an agreement with EGTP's lenders that, pending a competitive bidding process and receipt of all necessary approvals, would allow Exelon Generation to continue to own and operate the Handley Generating Station in exchange for a $60 million payment to the lenders. Second, the lenders have agreed to exchange the debt they currently hold in EGTP's other four plants for equity in the plants, effectively taking ownership of these facilities. To help achieve its objectives as efficiently as possible, EGTP and its five subsidiaries filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code. The filings help to facilitate the planned transactions and provide additional tools to reduce the amount of debt the plants would otherwise take forward, thereby maximizing their opportunities for long‑term success. Exelon Generation remains committed to working with all stakeholders to ensure the best outcome for our employees, customers, communities and shareholders. About ExGen Texas Power ExGen Texas Power, LLC, et al., operate as subsidiaries of Exelon Generation Company, LLC, which is a unit of Chicago, Illinois-based energy giant Exelon Corp. (NYSE:EXC). EGTP owns 100% of the equity in five direct subsidiaries, each of which owns a separate gas-fired generation project: Debtor-Subsidiary Project and Location ----------------- -------------------- Wolf Hollow I Power, LLC 639 MW Plant in Granbury, TX Colorado Bend I Power, LLC 454 MW Plant in Wharton, TX Handley Power, LLC 1,265 MW Plant in Fort Worth, TX Mountain Creek Power, LLC 808 MW Plant in Dallas, TX LaPorte Power, LLC 147 MW Plant in LaPorte, TX EGTP and its five subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12377) on Nov. 7, 2017, with a plan that would turnover ownership of four plants to lenders in exchange for debt, and a deal to sell the Handley Power plant to parent Exelon Generation Company, LLC. Direct parent Exelon Generation Company and ultimate parent Exelon Corp. are not debtors in the Chapter 11 cases. EGTP estimated $100 million to $500 million in assets and $500 million to $1 billion in debt. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Richards, Layton & Finger, P.A. as counsel; Scotia Capital (USA) Inc., as investment banker; FTI Consulting, Inc., as restructuring advisors; and Kurtzman Carson Consultants LLC as claims agent. KCC maintains the case web site http://www.kccllc.net/egtp Counsel to Exelon Generation Company is DLA Piper LLP (US). Counsel to the Secured Agent is Norton Rose Fulbright US LLP. Counsel to the Ad Hoc Committee is Wachtell, Lipton, Rosen & KaTz. EXGEN TEXAS: Exelon's $60M to Open Dec.18 Auction for Handley Plant ------------------------------------------------------------------- ExGen Texas Power, LLC, and affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with the sale of substantially all assets of Handley Power, LLC to Exelon Generation Co., LLC for $60 million in cash, subject to certain adjustments, and the assumption of the assumed liabilities, subject to overbid. Beginning in January 2017, the Debtors and the Stalking Horse Bidder began discussions with certain of the Secured Lenders regarding a potential short-term liquidity solution as well as potential long term solutions, including a refinancing, sale or other disposition of the Projects. Recognizing that the critical summer months were approaching and the Debtors were running out of available liquidity, the parties engaged in extensive negotiations regarding strategic actions to allow the Debtors to continue operating through the summer. To this end, on May 2, 2017, the Debtors, the Secured Agent, and various Secured Lenders entered into the Waiver Agreement. The Waiver Agreement provided additional liquidity to the Debtors. In addition to providing the Debtors with the liquidity required to continue operations, the Waiver Agreement also set forth various milestones relating to a comprehensive process to market and sell the Projects. Among other things, the Waiver Agreement required the Debtors to (i) retain an investment banker to assist with the marketing and sale process and (ii) enter into one or more binding agreements for the sale of the Projects by Sept. 5, 2017 (which date was subsequently extended through Nov. 6, 2017). Around this time, to aid in the potential restructuring process, the Stalking Horse Bidder, as the sole member of EGTP Holdings, caused the Independent Director to be appointed to the Board effective as of April 21, 2017. To aid in the sale process, and because the Stalking Horse Bidder was considered to be a potential bidder for one or more of the Projects, on May 8, 2017, the Board unanimously resolved to create the Sale Process Committee consisting of the Independent Director. The Board delegated to the Sale Process Committee the full power and authority to, among other things, (i) engage an investment banking firm on behalf of EGTP, (ii) review and analyze any bids to acquire the Projects and (iii) subject to the approval of the necessary Secured Parties, approve and authorize the Debtors to enter into one or more purchase agreements with potential acquirers to acquire the Projects. On May 22, 2017, the Sale Process Committee retained Scotia Capital (USA) Inc. to serve as the Debtors' investment banker and to conduct the sale process. Immediately upon being engaged, Scotiabank began facilitating a marketing process for the potential purchase of all, or certain of, the Projects. During this time, the Stalking Horse Bidder, the sole member of Debtor ExGen Texas Power Holdings, and a wholly owned subsidiary of Exelon Corp., expressed an initial indication of interest as a potential purchaser of certain of the Debtors' assets. Due to the role played by the Stalking Horse Bidder in the ownership of the Debtors and the operation of the Debtors' assets, the Stalking Horse Bidder and the Debtors prepared and implemented the Sales Process Protocol, which was intended to help facilitate a sale process designed to maximize value while, at the same time, ensuring that the Stalking Horse Bidder did not have an advantage over other third party bidders during the sale process. In sum, the Sales Process Protocol, coupled with the creation of the Sale Process Committee, allowed the Debtors to run a comprehensive and fair sales process to maximize the value of the Debtors' assets for the benefit of their estates. Ultimately, only three Interested Parties indicated a continued interest in acquiring some or all of the Projects by the Final Bid deadline. Of those three, only one submitted a Final Bid. The sole Final Bid was submitted by the Stalking Horse Bidder, which sought to acquire the Purchased Assets for $60 million in cash, subject to certain adjustments, and the assumption of certain liabilities. On Nov. 7, 2017, after good faith, arms'-length negotiations between the parties and in consultation with their advisors and key stakeholders, (i) certain of the Debtors and Stalking Horse Bidder entered into the Stalking Horse Agreement pursuant to which ExGen will acquire the Handley Project, subject to higher and better offers, and (ii) the Debtors approved the Proposed Plan. Importantly, as part of the Sponsor Compromise among the Secured Lenders, ExGen and the Debtors, the Proposed Plan and the proposed sale transaction to ExGen pursuant to the Stalking Horse Agreement are linked such that ExGen's obligation to close the proposed sale transaction is conditioned on the Court confirming the Proposed Plan. Pursuant to the Sponsor Compromise, ExGen, subject to confirmation of the Proposed Plan, has agreed to, among other things: (i) provide substantial cash and non-cash consideration to fund distributions under the Proposed Plan; (ii) purchase the Handley Project for $60 million in cash, subject to certain adjustments, and the assumption of certain liabilities; (iii) enter into key agreements concerning the contribution, operation and maintenance of certain shared assets used by both the Debtors and certain non-Debtor affiliates of ExGen; (iv) maintain certain credit support relating to the Debtors' fuel transportation agreements; (v) waive certain of ExGen's secured and unsecured claims under the Intercompany Agreements with a true-up mechanism; (vi) provide certain management and related services under the GMSA at no cost to the Debtors during the Chapter 11 Cases; and (vii) agree to provide certain transition services to the reorganized Debtors at no cost following confirmation of the Proposed Plan. The Debtors believe that the auction process and time periods set forth in the Bidding Procedures are reasonable and will provide parties with sufficient time and information necessary to formulate a bid to purchase the Purchased Assets. Further, under the milestones set forth in detail in the Cash Collateral Motion, the Debtors must obtain entry of an order of the Court approving the Sale Transaction by no later than 55 days after the Petition Date or they risk losing access to all of their cash, which constitutes the Secured Parties' cash collateral. The significant terms of the Stalking Horse Agreement are: a. Purchase Price: $60,000,000 in cash ("Initial Cash Consideration"), subject to certain adjustments and the assumption of the Assumed Liabilities. b. Purchased Assets: Substantially all assets of Handley Power, LLC c. Assumed Liabilities: The Stalking Horse Bidder will assume the following liabilities: (ii) all Liabilities for Taxes imposed with respect to, or to the extent arising out of or related to, the Purchased Assets, the Assumed Liabilities or the Business other than Excluded Taxes; (ii) all Liabilities Primarily Related to accounts payable incurred on or after the Closing Date in the Ordinary Course of Business to the extent Primarily Related to the Business; (iii) all Liabilities (A) pursuant to Environmental Law to the extent Primarily Related to the Business, the Purchased Assets, the Real Property, the Improvements or the Handley Plant, or (B) Primarily Related to Releases of Hazardous Materials from or in connection with the operation of the Handley Plant or on or under the Real Property, irrespective of whether such Liabilities arose on, before or after the Closing; (iv all Liabilities related to amounts required to be paid by the Stalking Horse Bidder under the Transaction Documents; (v) all Liabilities incurred on or after the Closing Date to the extent Primarily Related to the Business or the Purchased Assets, other than the Excluded Liabilities; (vi) all of the Cure Costs and reimbursement obligations under the Stalking Horse Agreement in respect of the Critical Vendor Payments; and (vii) those Liabilities listed on Schedule 2.3(g). d. Agreements with Management or Key Employees: The Debtors to do not have management or other key employees as such persons are employed by ExGen, who provides the services of such persons to the Debtors pursuant to the Intercompany Agreements. e. Private Sale/No Competitive Bidding: The Motion contemplates an auction, and there is no provision in the Stalking Horse Agreement pursuant to which the Sellers have agreed not to solicit Purchased Assets. f. Closing: Subject to the terms of the Sale Order and any other applicable order entered by the Court, the Closing will occur no later than two Business Days following the satisfaction (or waiver by the Party entitled to waive that condition) of the conditions set forth in sections 10.1, 10.2, and 10.3 of the Stalking Horse Agreement, other than conditions that by their nature are to be satisfied at the Closing, unless another time or date, or both, are agreed to in writing by the Parties. g. Good Faith Deposit: $5,000,000 h. Requested Findings as to Successor Liability: The Sellers seek to sell the Purchased Assets to the Stalking Horse Bidder free and clear of all Encumbrances (other than any Permitted Encumbrances or Assumed Liabilities). i. Credit Bid: The Stalking Horse Agreement does not seek to allow, disallow or affect in any manner credit bidding pursuant to section 363(k) of the Bankruptcy Code. j. Relief from Bankruptcy Rule 6004(h): It is anticipated that the proposed Sale Order will seek relief from the 14-day stay imposed by Bankruptcy Rule 6004(h). k. Provisions Providing Bid Protections to Stalking Horse or Initial Bidder: Subject to entry of the Bidding Procedures Order and those conditions specified in the Stalking Horse Agreement, including those conditions contained in Section 7.4 thereof, the Stalking Horse Bidder will be entitled to payment of (i) a break-up fee in the amount of 1.25% of the Initial Cash Consideration; and (ii) expense reimbursement of up to $300,000 for reasonable and documented out-of-pocket fees and expenses incurred in connection with preparation, negotiation and documentation of the Stalking Horse Agreement and related agreements. The key terms of the Bidding Procedures are: a. Qualified Bid: Greater than or equal to the sum of the value offered under the Stalking Horse Agreement, plus (i) the aggregate amount of the Break-Up Fee and Expense Reimbursement Amount, plus (ii) $2,000,000; b. Overbid Protection: $2,000,000 over and above the aggregate of the Purchase Price and the Stalking Horse Protections c. Good Faith Deposit: $5,000,000 d. Credit Bidding: The Bidding Procedures Order and the Bidding Procedures place conditions on when the Secured Agent can credit bid, to the extent it is entitled to do. e. Bid Increment: $250,000 The Debtors ask that the Court authorizes the sale of the Purchased Assets free and clear of any liens, claims, interests and encumbrances. A copy of the Stalking Horse APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/ExGen_Texas_23_Sales.pdf The Debtors propose these key dates and deadlines for the sale process, certain of which dates and deadlines may be subject to extension in accordance with the Bidding Procedures: a. Nov. 28, 2017 - Hearing to consider approval of the Bidding Procedures and entry of the Bidding Procedures Order b. Dec. 13, 2017 at 5:00 p.m. (PET) - Bid Deadline c. Dec. 14, 2017 at 5:00 p.m. (PET) - Deadline for the Debtors to notify Potential Bidders of their status as Qualified Bidders d. Dec. 14, 2017 at 4:00 p.m. (PET) - Deadline to object to the Stalking Horse Bidder and the Sale Transaction to the Stalking Horse Bidder e. Dec. 18, 2017 at 10:00 a.m. (PET) - Auction to be held at offices of Richards, Layton & Finger, P.A. (if necessary) f. Dec. 19, 2017 - Target date for the Debtors to file with the Court the Notice of Auction Results g. Dec. 21, 2017 at 4:00 p.m. (PET) - Deadline to object to conduct of the Auction and the Sale Transaction to the Successful Bidder (other than the Stalking Horse Bidder) h. Dec. 27, 2017 - Target date to file proposed Sale Order i. Dec. 28, 2017 - Proposed date of the Sale Hearing to consider approval of Sale Transaction and entry of Sale Order Within two Business Days after entry of the Bidding Procedures Order, or as soon as reasonably practicable thereafter, the Debtors will serve the Sale Notice mail upon all Notice Parties. In connection with the Sale Transaction, the Debtors anticipate that they will assume and assign to the Successful Bidder (or its designated assignee(s)) the Executory Contracts and Unexpired Leases, as they may be modified or supplemented. Accordingly, they ask approval of the proposed Assumption and Assignment of the Assumed Contracts and Leases. The Assumption and Assignment Objections deadline is Dec. 14, 2017 at 4:00 p.m. (PET). The Supplemental Assumption and Assignment Objection deadline is no later than seven calendar days from the date of service of such Supplemental Assumption and Assignment Notice. The Debtors ask that any Sale Order approving the sale of the Purchased Assets and the assumption and assignment of the Assumed Contracts and Assumed Leases be effective immediately upon entry of such order and that the 14-day stay under Bankruptcy Rules 6004(h) and 6006(d) be waived. Scotia can be reached at: SCOTIA CAPITAL (USA) INC. 250 Vesey Street, 23rd Floor New York, NY 10281 Attn: John Burke Telephone: (212) 225-6871 E-mail: john.burke@scotiabank.com The Purchaser: EXELON GENERATION CO., LLC c/o Exelon Business Services Co., LLC Attn: Nadim Kazi, Associate General Counsel, John Paffenbarger, Director, Corporate Development 10 S. Dearborn St. Chicago, IL 60603 E-mail: nadim.kazi@exeloncorp.com The Purchaser is represented by: Richard Chesley, Esq. DLA PIPER LLP (US) 444 W Lake St #900 Chicago, IL 60606 E-mail: richard.chesley@dlapiper.com Debtor's restructuring advisors: FTI CONSULTING, INC. 1001 Fannin Street, Suite 3950 Houston, TX 77002 Attn: David Rush E-mail: David.Rush@FTIConsulting.com About ExGen Texas Power ExGen Texas Power, LLC, et al., operate as subsidiaries of Exelon Generation Company, LLC, which is a unit of Chicago, Illinois-based energy giant Exelon Corp. (NYSE:EXC). EGTP owns 100% of the equity in five direct subsidiaries, each of which owns a separate gas-fired generation project: Debtor-Subsidiary Project and Location ----------------- -------------------- Wolf Hollow I Power, LLC 639 MW Plant in Granbury, TX Colorado Bend I Power, LLC 454 MW Plant in Wharton, TX Handley Power, LLC 1,265 MW Plant in Fort Worth, TX Mountain Creek Power, LLC 808 MW Plant in Dallas, TX LaPorte Power, LLC 147 MW Plant in LaPorte, TX EGTP and its five subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12377) on Nov. 7, 2017, with a plan that would turnover ownership of four plants to lenders in exchange for debt, and a deal to sell the Handley Power plant to parent Exelon Generation Company, LLC. Direct parent Exelon Generation Company and ultimate parent Exelon Corp. are not debtors in the Chapter 11 cases. EGTP estimated $100 million to $500 million in assets and $500 million to $1 billion in debt. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Richards, Layton & Finger, P.A. as counsel; Scotia Capital (USA) Inc., as investment banker; FTI Consulting, Inc., as restructuring advisors; and Kurtzman Carson Consultants LLC as claims agent. KCC maintains the case web site http://www.kccllc.net/egtp Counsel to Exelon Generation Company is DLA Piper LLP (US). Counsel to the Secured Agent is Norton Rose Fulbright US LLP. Counsel to the Ad Hoc Committee is Wachtell, Lipton, Rosen & KaTz. EXGEN TEXAS: Files Debt-To-Equity Chapter 11 Plan ------------------------------------------------- Failure to secure binding bids for its plants, ExGen Texas Power LLC, a unit of Exelon Corp. (NYSE:EXC) that operates five gas-fired power-generating stations in Texas, filed a Chapter 11 plan that contemplates giving up ownership of four plants in favor of secured lenders owed $660 million and selling the fifth plant to its parent Exelon Corp. for $60 million. The present iteration of the explanatory disclosure statement still has blanks as to the estimated total amount of general unsecured claims and the percentage recovery for the class under the Plan. The Disclosure Statement says that unsecured creditors will split the up to $150,000 allocated for them. Copies of the Plan and Disclosure Statement are available at: http://bankrupt.com/misc/ExGen_25_Plan.pdf http://bankrupt.com/misc/ExGen_26_DS.pdf The Debtors' motion to use cash collateral proposes to set (i) 45 days after the Petition Date as the deadline to obtain approval of the Disclosure Statement (ii) 55 days after the Petition Date, the deadline to obtain approval of the sale of the assets Handley Power, LLC, (ii) 90 days after the Petition Date, as the deadline to win confirmation of the Plan or approval of a sale of the assets of the non-Handley debtors. Events Leading to Chapter 11 FTI Consulting Inc. senior managing director David Rush, who was tapped as Chief Restructuring Officer of the Debtors, explains that the Debtors participate in the highly competitive electricity market operated by ERCOT. ERCOT is responsible for the reliability of the power market by managing the balance between electrical supply and demand and regulating the power generated by the power plants. ERCOT's views on future projections are set forth in its biannual reports containing short- and long-term forecasts of electric use and resources within the ERCOT market. As a result of the downturn in the energy sector over the past few years, market prices have declined due largely to a confluence of modest demand growth being outpaced by new supply and declining natural gas prices. As a result, since the closing of the Project Financing, the Debtors have experienced significant negative impacts on their revenue, cash flow and liquidity. In addition, public policy initiatives and incentives continue to promote the development of additional wind capacity, placing downward pressure on wholesale power prices. The additional capacity, coupled with low natural gas prices and mild and windy weather, have exacerbated the Debtors' financial struggles. By way of example, the cost per megawatt hour in 2008 was more than $70; in 2016, it was less than $25, and just prior to the Petition Date, it was approximately $25. These factors have persisted, as additional wind and other capacity is being added to the grid, which has driven down prices in light of relatively flat demand, thereby further constricting the Debtors' revenues and cash flow. These liquidity constraints are further exacerbated by the highly cyclical nature of the Projects' revenue. In 2016, the Debtors generated approximately $298.4 million in revenue. Of that amount, a significant portion was generated in the summer months. This is due to the fact that revenues generated by the Projects are almost entirely driven by ERCOT market prices which, in turn, are derived based on demand for electricity, which is at its peak in the summer months (i.e., June, July and August). Historically, this results in several profitable months followed by many months where the Debtors operate at a loss. However, this past summer was less profitable than prior summers for the Debtors due to decreased demand resulting from unseasonably mild weather and power outages caused by Hurricane Harvey. This confluence of events further constrained the Debtors' liquidity leading into the shoulder months where demand for electricity is lower as cooler temperatures prevail relative to summer months. In sum, the cyclical nature of their business has further complicated and constrained the Debtors' liquidity and cash flow profile. Beginning in January 2017, the Debtors and ExGen began discussions with certain of the Secured Lenders regarding a potential short-term liquidity solution as well as potential long term solutions, including a refinancing, sale or other disposition of the Projects. Recognizing that the critical summer months were approaching and the Debtors were running out of available liquidity, the parties engaged in extensive negotiations regarding strategic actions to allow the Debtors to continue operating through the summer. On May 2, 2017, the Debtors, the Secured Agent, and various Secured Lenders, entered into a Consent, Waiver and Amendment Agreement (as amended, the "Waiver Agreement"). The Waiver Agreement provided additional liquidity to the Debtors by, among other things, waiving the solvency representation required under the Credit Agreement in order to allow EGTP to draw and access the Revolving Loans, and providing the Secured Lenders' consent to ExGen's provision of credit to EGTP by continuing month-to-month deferrals of fuel payments payable by EGTP to ExGen. These concessions afforded necessary additional liquidity to the Debtors, allowing them to operate through the critical summer months. In addition to providing the Debtors with the available liquidity necessary to continue operations, the Waiver Agreement also set forth various milestones relating to a comprehensive process to market and sell the Projects. Among other things, the Waiver Agreement required the Debtors to (i) retain an investment banker to assist with the marketing and sale process and (ii) enter in to one or more binding agreements for the sale of the Projects by Sept. 5, 2017 (which date was subsequently extended through Nov. 6, 2017). Around this time, to aid in the potential restructuring process, ExGen, as the sole member of EGTP Holdings, caused Alan Carr to be appointed as an independent director (the "Independent Director") to the boards of EGTP and EGTP Holdings (the "Board") effective as of April 21, 2017. To aid in the sale process, and because ExGen was considered to be a potential bidder for one or more of the Projects, on May 8, 2017, the Board unanimously resolved to create a sale process committee (the "Sale Process Committee") consisting of the Independent Director. The Board delegated to the Sale Process Committee the full power and authority to, among other things, (i) engage an investment banking firm on behalf of EGTP, (ii) review and analyze any bids to acquire the Projects and (iii) subject to the approval of the necessary Secured Parties, approve and authorize the Debtors to enter into one or more purchase agreements with potential acquirers to acquire the Projects. Prepetition Marketing Process On or around May 22, 2017, EGTP's sale process committee retained Scotia Capital (USA) Inc. ("Scotiabank") to serve as the Debtors' investment banker and to conduct the sale process. Immediately upon being engaged, Scotiabank began facilitating a marketing process for the potential purchase of all, or certain of, the Projects (each, a "Potential Transaction"). Scotiabank identified potential acquirers (collectively, the "Interested Parties") to garner interest in pursuing a Potential Transaction. Commencing on May 23, 2017, Scotiabank contacted 145 interested parties to alert them of the Debtors' interest in pursuing a potential transaction and sent teasers and non-disclosure agreements to 129 of them. Twenty-eight interested parties executed non-disclosure agreements and 29 interested parties were invited to submit initial, non-binding letters of intent ("Initial LOIs") by June 28, 2017 (which was extended for certain interested parties). The Interested Parties which had executed non-disclosure agreements were given the opportunity to access certain documents in an electronic data room. Nine interested parties submitted Initial LOIs and, of those 9, seven were invited to submit binding, final offers (each, a "final bid") by Sept. 15, 2017, attend management presentations, submit lists of questions regarding the Projects and gain access to a more comprehensive data room (the "Final Bid Data Room"). Of those seven, four actively participated in the Final Bid process. Of those four, three conducted site visits at the Projects, accessed the Final Bid Data Room and submitted question lists and two participated in management presentations. Ultimately, only three interested parties indicated a continued interest in acquiring some or all of the Projects by the Final Bid deadline. Of those three, only one submitted a final bid. The sole final bid was submitted by Exelon Corp. unit Exelon Generation Company, LLC (Generation), which sought to acquire substantially all of the assets of Handley Power, LLC (the "Handley Project") for $60.0 million in cash (subject to certain adjustments) and the assumption of certain liabilities. Thereafter, the Debtors, in consultation with their advisors and an ad hoc committee of certain of the Secured Lenders (the "Ad Hoc Committee") and its advisors, decided to pursue the ExGen Bid as a stalking horse bid for the Handley Project, subject to definitive documentation. In addition, in light of the fact that no Final Bids were submitted for the Projects (other than the Handley Project) by the Final Bid deadline, certain of the Secured Lenders, including the Ad Hoc Committee, informed the Debtors that they intended to take ownership of the Projects (other than the Handley Project) pursuant to a chapter 11 plan of reorganization pursuant to which the outstanding Loans will be converted into new equity in the reorganized Debtors (the "Proposed Plan"). To this end, on Nov. 7, 2017, after good-faith, arm's-length negotiations between the parties and in consultation with their advisors and key stakeholders, (i) certain of the Debtors and ExGen entered into a stalking horse purchase agreement (the "Stalking Horse Agreement") pursuant to which ExGen will acquire the Handley Project, subject to higher and better offers, and (ii) the Debtors approved the Proposed Plan. Importantly, as part of a compromise (the "Sponsor Compromise") among the Secured Lenders, ExGen and the Debtors, the Proposed Plan and the proposed sale transaction to ExGen pursuant to the Stalking Horse Agreement are linked such that ExGen's obligation to close the proposed sale transaction is conditioned on the Court confirming the Proposed Plan. Pursuant to the Sponsor Compromise, ExGen, subject to confirmation of the Proposed Plan, has agreed to, among other things: (i) provide substantial cash and non-cash consideration to fund distributions under the Proposed Plan; (ii) purchase the Handley Project for $60 million in cash (subject to certain adjustments) and the assumption of certain liabilities; (iii) enter into key agreements concerning the contribution, operation and maintenance of certain shared assets used by both the Debtors and certain non-Debtor affiliates of ExGen; (iv) maintain certain credit support relating to the Debtors' fuel transportation agreements; (v) waive certain of ExGen's secured and unsecured claims under the Intercompany Agreements with a true-up mechanism; (vi) provide certain management and related services under the GMSA at no cost to the Debtors during the Chapter 11 Cases; and (vii) agree to provide certain transition services to the reorganized Debtors at no cost following confirmation of the Proposed Plan. The Debtors believe that effectuating the sale of the Handley Project to ExGen pursuant to the Stalking Horse Agreement, coupled with the implementation of the Proposed Plan, including the Sponsor Compromise, allows the Debtors to avoid a drawn-out and potentially expensive bankruptcy which would detract from other value-maximizing initiatives, and overall represents the best option for the Debtors to maximize the value of the enterprise. First Day Motions The Debtors have filed several first day motions in the Chapter 11 Cases seeking orders granting various forms of relief intended to stabilize the Debtors' business operations, facilitate the efficient administration of these Chapter 11 cases, and expedite a swift and smooth reorganization and sale process. Following a hearing on Nov. 8, 2017, the Debtors EGTP received interim approval for access to the cash collateral of its secured lenders to fund its operations. About ExGen Texas Power ExGen Texas Power, LLC, et al., operate as subsidiaries of Exelon Generation Company, LLC, which is a unit of Chicago, Illinois-based energy giant Exelon Corp. (NYSE:EXC). EGTP owns 100% of the equity in five direct subsidiaries, each of which owns a separate gas-fired generation project: Debtor-Subsidiary Project and Location ----------------- -------------------- Wolf Hollow I Power, LLC 639 MW Plant in Granbury, TX Colorado Bend I Power, LLC 454 MW Plant in Wharton, TX Handley Power, LLC 1,265 MW Plant in Fort Worth, TX Mountain Creek Power, LLC 808 MW Plant in Dallas, TX LaPorte Power, LLC 147 MW Plant in LaPorte, TX EGTP and its five subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12377) on Nov. 7, 2017, with a plan that would turnover ownership of four plants to lenders in exchange for debt, and a deal to sell the Handley Power plant to parent Exelon Generation Company, LLC. Direct parent Exelon Generation Company and ultimate parent Exelon Corp. are not debtors in the Chapter 11 cases. EGTP estimated $100 million to $500 million in assets and $500 million to $1 billion in debt. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Richards, Layton & Finger, P.A. as counsel; Scotia Capital (USA) Inc., as investment banker; FTI Consulting, Inc., as restructuring advisors; and Kurtzman Carson Consultants LLC as claims agent. KCC maintains the case web site http://www.kccllc.net/egtp Counsel to Exelon Generation Company is DLA Piper LLP (US). Counsel to the Secured Agent is Norton Rose Fulbright US LLP. Counsel to the Ad Hoc Committee is Wachtell, Lipton, Rosen & KaTz. FIDALGO 2010: May Use Cash Collateral Through Dec. 31 ----------------------------------------------------- The Hon. Timothy W. Dore of the U.S. Bankruptcy Court for the Western District of Washington has authorized Fidalgo 2010 LLC to use cash collateral through Dec. 31, 2017. The Debtor is authorized to incur and timely pay the operating and administrative expenses identified in the budget, provided that (a) the Debtor will not use cash collateral to pay any prepetition expense or obligation that became due prior to the filing of this case except as expressly permitted by this order or further order of the Court, and (b) the Debtor will otherwise only use cash collateral to pay post-petition taxes, expenses and obligations directly relating to the preservation and protection of the Collateral and operation of the Debtor's business. Nothing will constitute a waiver of the Debtor's right to seek assessment of the reasonable, necessary costs and expenses of preserving, or disposing of, cash collateral or any other collateral of secured creditors under 11 U.S.C. Section 506(c), which right is expressly reserved. Secured creditors will retain all of their prepetition security interests in all prepetition collateral, including, without limitation, the cash collateral. A copy of the Order is available at: http://bankrupt.com/misc/wawb17-14004-27.pdf As reported by the Troubled Company Reporter on Oct. 20, 2017, the Debtor requested for authorization to use cash collateral for the purposes of paying ongoing basic operating expenses of the Debtor. The Debtor has two secured creditors, Mr. Cooper (first lien deed of trust) and Old Republic National Title Insurance Co. (the insurer that paid off a second deed of trust and holds a 2nd lien via its subrogation rights). There are no unsecured creditors. About Fidalgo 2010 LLC Based in Leavenworth, Washington, Fidalgo 2010, LLC, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-14004) on Sept. 12, 2017. Larry B. Feinstein, Esq., at Vortman & Feinstein, P.S., is the Debtor's counsel. The Debtor estimated less than $1 million in both assets and liabilities. FINANCIAL RESOURCES: Wants to Use Cash for Additional 90 Days ------------------------------------------------------------- Financial Resources of America, Inc., seeks permission from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral for an additional 90 days d to pay the Debtor's expenses of administration like U.S. Trustee fees, intellectual property payments and operating expenses in order to maintain its business. As reported by the Troubled Company Reporter on Aug. 24, 2016, the Court authorized the Debtor to use cash collateral on an interim basis, until Oct. 17, 2016. The Debtor was authorized to continue using T.D. Bank N.A.'s cash collateral to pay the ordinary and necessary expenses of the Debtor's property at 1601 AC Evans Street 1, Riviera Beach, Florida, in the ordinary course of its business. The Debtor requires the use of cash collateral to, among other things, fund all necessary operating expenses of the Debtor's business as well as pay for regular and ordinary expenses of the Debtor. The Debtor will suffer immediate and irreparable harm if it is not authorized to use the cash collateral to fund the items set forth in the budget. Absent authorization, the Debtor will not be able to maintain and protect its business and property and continue operations. Furthermore, the use of cash collateral is also required in order to make adequate protection payments to the secured creditor. Adequate protection that is proposed to be provided to the secured creditor includes regular payments based upon the Plan as proposed by the Debtor. The Debtor's requested use of cash collateral and the protections afforded to the secured creditor are reasonable, appropriate and sufficient to satisfy the legal standard of "adequate protection" and will serve to maintain the value of the secured creditor's alleged collateral. The Debtor assures the Court that the continued operation of the Debtor's business will preserve the going concern value of its property, enable the Debtor to capitalize on that value through a reorganization strategy and ultimately facilitate the Debtor's ability to confirm a Chapter 11 plan. However, if the Debtor is not allowed to use cash collateral, not only will it not be able to operate its business, but it will be a harbinger to losing its property, which is a critical component of the Debtor's reorganization. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/flsb16-17275-68.pdf About Financial Resources of America Financial Resources of America, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-17275) on May 20, 2016. The petition was signed by Bart Caso, president. David L. Merrill, Esq., at Merrill PA, serves as bankruptcy counsel to the Debtor. The Debtor estimated assets and liabilities at $100,001 to $500,000 at the time of the filing. FLORIDA COSMETOGYNECOLOGY: Taps Van Horn as Legal Counsel --------------------------------------------------------- Florida Cosmetogynecology, PLLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Van Horn Law Group, Inc. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. Chad Van Horn, Esq., the attorney who will be handling the case, will charge an hourly fee of $400. The firm's associates charge $350 per hour while law clerks and paralegals charge $175 per hour. The firm has required an initial retainer in the sum of $4,283, plus $1,717 for the filing fee. Mr. Van Horn disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Chad T. Van Horn, Esq. Van Horn Law Group, Inc. 330 N. Andrews Avenue, Suite 450 Fort Lauderdale, FL 33301 Phone: (954) 765-3166 Email: Chad@cvhlawgroup.com About Florida Cosmetogynecology PLLC Florida Cosmetogynecology, PLLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-23003) on October 27, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Paul G. Hyman, Jr. presides over the case. GEO V. HAMILTON: Has Final OK to Enter Into Insurance Premium Pact ------------------------------------------------------------------ Hon. Gregory L. Taddonio of the U.S. Bankruptcy Court for the Western District of Pennsylvania has entered a final order authorizing Geo. V. Hamilton, Inc., to enter into an insurance premium finance agreement. The Debtor is authorized to enter into the Agreement on a final basis nunc pro tunc as of Sept. 1, 2017, with the PFA Lender and to make requisite payments under the Agreement as the same will become due and payable in the ordinary course of business. The PFA Lender or its successors and assigns will be granted a first priority lien on and security interest in any and all unearned premiums or other sums which may become payable under the policies. Without limitation, the liens, security interests, and rights in unearned premiums granted under the Agreement are senior to any claims under 11 U.S.C. Sections 503, 506(b) or 507(b). If additional premiums become due to insurance companies under the Policies, the Debtor and the PFA Lender or its successor or assigns are authorized, but subject to prior written notice to the Committee of Asbestos Personal Injury Claimants, the Future Claimants' Representative, the DIP Lender, and the U.S. Trustee of the additional premiums and opportunity to object to payment of the additional premiums within seven calendar days of notice, to modify the Agreement as necessary to pay the additional premiums without the necessity of further hearing or order of the Court. In the event the PFA Lender or its assigns fail to receive any payment when due under the Agreement, but subject to 15 days' prior written notice to the Debtor and an opportunity to cure, the automatic stay provided by 11 U.S.C. Section 362 will be terminated without the necessity of a motion, further hearing or order of the Court to permit the PFA Lender or its successor or assigns to exercise its rights and remedies under the Agreement, including without limitation the rights to: (a) cancel the Policies, and (b) collect and apply unearned premiums payable under the Policies to the balance owed under the Agreement. If the collection and application of unearned premiums is insufficient to pay the balance owed under the Agreement, the PFA Lender or its successor or assigns may within 21 days after the collection and application of unearned premiums file a proof of claim for the unsatisfied amount of any indebtedness under the Agreement notwithstanding the passage of any bar date for the filing of proofs of claim. The rights of the PFA Lender or its successor or assigns under the Agreement are fully preserved and protected and will remain unimpaired by the Chapter 11 case, and will remain in full force and effect, notwithstanding the subsequent conversion of this proceeding to one under Chapter 7 or any other provision of the Bankruptcy Code. To the extent of any discrepancies between the Agreement and the court order, the order controls. A copy of the final court order is available at: http://bankrupt.com/misc/pawb15-23704-1476.pdf About Geo V. Hamilton, Inc. Formed in 1947, Geo. V. Hamilton, Inc. is based in McKees Rocks, Pennsylvania, its home of nearly seventy years. Hamilton is a distributor of insulation products and an insulation contractor serving a wide variety of industrial, energy and commercial facilities in the Pittsburgh area and elsewhere. Hamilton filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 15-23704) on Oct. 8, 2015, for the purpose of resolving all existing and future personal injury and wrongful death claims arising from alleged exposure to asbestos-containing product distributed or installed by Hamilton more than 40 years ago. Judge Gregory L. Taddonio is assigned to the case. The petition was signed by Joseph Linehan, the Company's general counsel. The Debtor has engaged Reed Smith LLP as counsel and Logan & Company, Inc., as claims and noticing agent. Schneider Downs & Co., Inc., as accounting consultant. On Oct. 23, 2015, the U.S. Trustee appointed the Official Committee of Asbestos Personal Injury Claimants to represent the shared interests of holders of current asbestos-related claims for personal injury or wrongful death against the Debtor. The Committee is represented by Douglas A. Campbell, Esq., at Campbell & Levine, LLC, and Ann C. McMillan, Esq., Jeffrey A. Liesemer, Esq., and Kevin M. Davis, Esq., at Caplin & Drysdale, Chartered. On Dec. 8, 2015, the U.S. Trustee filed its statement that an unsecured creditors committee has not been appointed to represent the interests of unsecured creditors of the Debtor. On Dec. 23, 2015, the Court entered its order appointing Gary Philip Nelson as the Legal Representative of Holders of Future Asbestos Demands. The FCR is represented by Beverly A. Block, Esq., at Sherrard German & Kelly, PC. GETTY IMAGES: Moody's Rates New $54.56MM Revolver Loans 'B3' ------------------------------------------------------------ Moody's Investors Service assigned a B3 rating to Getty Images, Inc.'s new $54.56 million revolving credit facility (RCF) and has withdrawn the B3 rating on the old $150 million RCF. The company's Caa1 Corporate Family Rating (CFR) and stable outlook remain unchanged. Issuer: Getty Images, Inc. Rating Assigned: $54.56 Million Senior Secured Revolving Credit Facility due July 2019 -- B3 (LGD-3) The assigned rating is subject to review of final documentation and no material change to the size, terms and conditions of the transaction as advised to Moody's. RATINGS RATIONALE Getty amended its existing credit agreement to reduce the size of the RCF and extend its maturity to July 2019 from October 2017. The company's availability under the old RCF was restricted to $30 million (i.e., 20% of the facility's commitment) given that the company's first-lien leverage generally exceeded the applicable springing leverage covenant embedded in the credit agreement. The terms of the amended credit agreement removed the springing covenant and replaced it with a new quarterly leverage maintenance covenant that provides unfettered access to $54.56 million of availability as long as Getty's total first-lien debt to EBITDA (as defined in the bank credit agreement) does not exceed 8.5x beginning September 30, 2017. The covenant steps down to: 8.25x on September 30, 2018, 8.0x on December 31, 2018, 7.75x on 31 March 2019 and 7.5x on June 30, 2019. As of September 30, 2017, the company's bank-defined first-lien leverage was 7.5x. Getty's Caa1 CFR reflects Moody's view that the company will continue to operate with excessive leverage exceeding 10.0x total debt to EBITDA (includes Moody's standard adjustments) and generate neutral to modestly positive free cash flow over the rating horizon due to investments in growth and strategic initiatives, a mix shift to Royalty-Free products (from Rights-Managed products) at higher gross margins (or lower royalty rates) and increasing exposure to content with modestly higher royalty rates associated with certain third-party licensing agreements. Moody's believe Getty will need additional time to improve the operating performance of its Creative Stills segment to restore credit metrics to be consistent with a higher debt rating. Though cash balances increased following the 2015 distressed exchange transaction, pricing pressures within certain business segments and funding for growth investments have led to stagnant EBITDA and high debt service resulting in adequate liquidity and limited ability to reduce debt balances. Interest expense currently accounts for almost 65% of EBITDA. While Getty expects targeted growth investments to enhance revenue and EBITDA, Moody's believes the timing and extent to which these benefits will be realized is unclear. Moody's also views the company as having greater risk related to its financial policies as Moody's believe growth investments should be funded with equity capital given the high financial leverage. Moody's expects revenue to increase in the low-single digit percentage range over the next 12-18 months, however, Moody's do not anticipate EBITDA to grow materially until after 2018 due to ongoing investments. As of October 30th, the company's debt capital structure comprised a newly amended $54.56 million revolver (undrawn) and $1.8 billion covenant-lite term loan, both maturing in 2019, followed by a first-lien note ($252.5 million outstanding) and an unsecured note ($315.6 million outstanding), both maturing in 2020. Unrestricted cash balances totaled approximately $95 million at September 30, 2017. Moody's believes an orderly refinancing of the debt facilities will require total debt to EBITDA closer to the 6.5x-7.0x range (Moody's adjusted), similar to the company's leverage at the time of the October 2012 Carlyle LBO. In Moody's opinion, risk of another distressed exchange remains high to the extent Getty is unable to realize its operating plan. Rating Outlook The stable rating outlook reflects Moody's expectations that revenue will grow in the low single-digit percentage range over the next 12-18 months and that total debt to EBITDA (Moody's adjusted) will remain elevated over this period due to the continued revenue mix shift and slightly higher SG&A from growth investments. The outlook incorporates neutral to modestly positive free cash flow generation over the next 12 months reflecting declining capital spending related to targeted investments. What Could Change the Rating -- Up While unlikely over the next 18 months, ratings could be upgraded if the company demonstrates stability in Creative Stills revenue, free cash flow-to-debt (Moody's adjusted) improves to the mid-single-digit percentage range, and total debt to EBITDA is sustained comfortably below 6.0x (Moody's adjusted). Moody's would also need assurances that Getty will be able to refinance near-term debt maturities in an orderly fashion. What Could Change the Rating -- Down Ratings could experience downward pressure if operating performance tracks below Moody's expectations or if there is an inability to reduce leverage sufficiently to refinance the term loan in advance of its 2019 maturity in an orderly fashion. Ratings could also be downgraded if liquidity deteriorates or the company issues additional debt in excess of nominal levels. The principal methodology used in this rating was Media Industry published in June 2017. Headquartered in Seattle, WA, Getty Images, Inc. is a leading creator and distributor of still imagery, video and multimedia products, as well as a recognized provider of other forms of premium digital content, including music. Revenue totaled approximately $836.8 million for the twelve months ended September 30, 2017. GLOBAL SOLUTIONS: Has Until Jan. 31 to Exclusively File Plan ------------------------------------------------------------ The Hon. Dwight H. Williams, Jr., of the U.S. Bankruptcy Court for the Middle District of Alabama has extended, at the behest of Global Solutions & Logistics, LLC, the period within which it has the exclusive right to file a Chapter 11 plan through Jan. 31, 2018. As reported by the Troubled Company Reporter on Oct. 12, 2017, the Debtor sought the extension, saying that given the claim issues that have yet to be resolved, especially Summit Company, L.P.'s third-party recourse and the Lowndes County Case, it would be currently premature for the Debtor to meaningfully prepare and propose a Chapter 11 plan accompanied by a disclosure statement that provides adequate information to creditors. The Debtor is a party to pending litigation in the Circuit Court of Lowndes County, Alabama, entitled Vallen Distribution, Inc. v. Koch Arms of Ala., LLC, Case No. CV-2017-900009. In this litigation, the Debtor faces claims from Vallen Distribution, Inc., and Younglove Construction, LLC, and may hold claims against Younglove, J&L Insulation, Inc., and others. Mediation of the Parties' competing claims in the Lowndes County Case is currently scheduled for Nov. 14, 2017. About Global Solutions Alexanders Industrial Services in Phenix City, Alabama -- http://www.alexandersservices.com/-- is a veteran owned business that provides a full line of industrial services and cleaning, environmental services, and mechanical contracting to commercial clients, industrial facilities, and municipalities throughout the Southeast. Global Solutions & Logistics, LLC, dba Alexanders Industrial Services, dba A.I.S. filed a Chapter 11 petition (Bankr. M.D. Ala. Case No. 17-80775) on June 10, 2017. The petition was signed by Keith Williams, chief financial officer. The case is assigned to Judge Dwight H. Williams Jr. The Debtor is represented by William Wesley Causby, Esq., at Memory & Day. At the time of filing, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. No trustee or examiner has been appointed to date in the case. GRAND HEALTH REALTY: Diamond Royal Condo Unit Up for Sale Dec. 8 ---------------------------------------------------------------- Pursuant to a Judgment of Foreclosure and Sale dated October 12, 2017 and entered on October 19, 2017, Lamont Bailey, Esq., as Referee, will sell at public auction at the Queens County Supreme Courthouse, 88-11 Sutphin Blvd., in Courtroom # 25, Jamaica, NY on December 8, 2017 at 10:00 a.m., the premises situated in the Borough of Queens, City and State of New York in The Condominium Unit known as Unit No. CO-1A in the Building known as "Diamond Royal Plaza Condominium". The sale includes an undivided 7.0294% interest in the common elements. The premises known as 93-05 37th Avenue, Unit Co-1A, Queens, NY. The approximate amount of lien is $7,975.91 plus interest and costs. The Premises will be sold subject to provisions of filed Judgment and Terms of Sale in the case, NYCTL 2015-A TRUST, and THE BANK OF NEW YORK MELLON, as Collateral Agent and Custodian for the NYCTL 2015-A TRUST, Plaintiffs -against- GRAND HEALTH REALTY LLC, et al. Defendant(s), pending before the Supreme Court, County of Queens. Attorney(s) for the Plaintiffs: Seyfarth Shaw LLP 620 Eighth Avenue New York, NY 10018 GST AUTOLEATHER: Committee Opposes DIP Loan, Quick Sale ------------------------------------------------------- Vince Sullivan, writing for Law360, reports that the proposed post-petition financing package of GST AutoLeather Inc. is facing an objection from the committee of unsecured creditor. According to the report, the Creditors Committee said the terms of the $40 million debtor-in-possession loan being offered by prepetition lender Royal Bank of Canada only serve to put the lenders in a better position to acquire the company's assets. Among other things, the Committee is opposing the proposed roll-up of prepetition indebtedness, which it says is not called for in the case. The Committee also takes issue with the lenders' proposal to place liens on previously unencumbered assets of the Debtor. Law360 recounts that during a first-day hearing in October, U.S. Bankruptcy Judge Laurie Selber Silverstein expressed her reservations about approving the proposed DIP package on an interim basis with the lenders adamantly requesting a first-day roll-up of prepetition debt. The Debtor's proposed sale and bid procedures also drew fire from the Committee. The eight-week sale schedule proposed is simply too short to conduct a proper marketing campaign, the objection said, according to the report. As reported in the Oct. 9, 2017 edition of the TCR, the Debtors sought approval of a senior secured superpriority priming debtor in possession credit facility in the amount of $25 million on an interim basis and $40 million in the aggregate on a final basis provided by Royal Bank of Canada, as administrative agent and collateral agent, and the lenders thereunder. The maturity date of the loan is six months after the Closing Date. A copy of the Debtors' Motion is available at: http://bankrupt.com/misc/deb17-12100-6.pdf About GST AutoLeather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs 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 Oct. 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Christopher M. Samis, L. Katherine Good, Aaron H. Stulman, Christopher A. Jones and David W. Gaffey of Whiteford Taylor & Preston LLP and Erika L. Morabito, Brittany J. Nelson, John A. Simon, Richard J. Bernard and Leah Eisenberg of Foley & Lardner LLP. Royal Bank of Canada is represented by Andrew V. Tenzer of Paul Hastings LLP. HAHN HOTELS: Wants to Enter Into Agreements With Marcus & Millichap ------------------------------------------------------------------- Hahn Hotels of Sulphur Springs, LLC, and affiliates ask the U.S. Bankruptcy Court for the Eastern District of Texas to authorize them to enter into five listing agreements with Marcus & Millichap Real Estate Investment Services ("MMREIS") for the listing and marketing of their real properties for sale, and into Capital Services Engagement Agreement with Marcus & Millichap Capital Corp. ("MMCC") for seeking and negotiating the term of financing with prospective lenders. A hearing on the Motion is set for Nov. 14, 2017 at 2:45 p.m. The Debtors have made substantial progress in their chapter 11 cases, and filed their Joint Chapter 11 Plan of Reorganization on Nov. 1, 2017. They plan to exit chapter 11 either at the end of 2017 or the beginning of 2018. In order to raise capital to fund their Plan, they've determined that it is in the best interests of their creditors and their respective estates that certain Properties belonging to the Debtors be listed for sale or refinanced. Expedited consideration of the Motion is requested on account of the need to list the Properties for sale or seek refinancing opportunities as soon as possible, so as to facilitate their prompt sale or refinancing for the benefit of their estates. The Properties to be listed for sale are: a. Hahn Hotels of Sulphur Springs, LLC's La Quinta Inn and Suites located at 200 Eaton Drive., Sulphur Springs, TX 75482 for $4,240,000; b. Sleep Inn Property, LLC's Sleep Inn Suites located at 615 City Center Way, Longview, TX 75605 for $4,240,000; c. Hahn Hotels, LLC's Hawthorne Suites located at 3211 Hotel Way, Longview, TX 75605 for $5,230,000; d. Hahn Investments, LLC's City Center MUD located at 616 City Center Way, Longview, TX 75606 for (TBD); and e. Hahn Investments, LLC's Downtown Mixed‐Use Lofts and Commercial located at 108/110 E. Tyler Street, Longview, TX 75601 for (TBD). The Properties proposed to be refinanced are: a. Hahn Investments, LLC's Tall Pines Retail Center located at 100 Tall Pines Ave., Longview, TX 75605; b. Hahn Investments, LLC's Oakview Villas Townhomes located at 165, 167, 175, 177, 185, and 187 Oakview Court, Longview, TX 75605; and c. Hahn Investments, LLC's Downtown Mixed‐Use Lofts and Restaurants located at 115 E. Tyler Street, Longview, TX 75601. The Debtors ask authorization to enter into agreements with MMREIS to list and market certain of the Properties for sale. They further ask authorization to enter into an agreement with Marcus & Millichap Capital Corp. ("MMCC") to seek financing with prospective lenders and negotiate the terms of financing with prospective lenders for refinancing opportunities with respect to other Properties. In accordance therewith, the Debtors ask to enter into five Listing Agreements with MMREIS for the listing for sale and marketing of certain Properties, as well as the Limited Capital Services Engagement Agreement with MMCC for seeking and negotiating term of financing with prospective lenders. Engaging Marcus & Millichap to represent the Debtors in marketing the Properties for sale and seeking out financing opportunities is necessary in these bankruptcy cases to efficiently and effectively bring funds into the estates that will support the repayment of creditors under a chapter 11 plan of reorganization. All creditors and parties in interest stand to benefit from the efficient sale or refinancing of the Properties. Marcus & Millichap bring needed expertise and skills to assist the Debtors in accomplishing these tasks in a cost-effective manner. Marcus & Millichap is a well-known real estate services company and is eminently qualified and capable of carrying out the work for which the Debtors seek to contract. It was founded in 1971, and today is the industry's largest firm specializing in real estate investment sales and financing, as well as a leading source of research and advisory services. One of Marcus & Millichap's professionals is Roger Burke, the contact person at Marcus & Millichap with whom the Debtors' financial professionals negotiated the terms and conditions of the proposed Agreements. The total cost for the services provided under the Listing Agreements is in the form of commissions from the sales prices of the Properties: 4% for the hotel properties and 5% for the mixed-use City Center and Tyler Properties. Such commission will be paid only in the event of a successful closing of the sale of the Properties. The total cost for the services provided under the Limited Capital Services Engagement Agreement is in the form of an origination fee equal to 2% of the final loan amount in the event that a commitment or proposed note or mortgage is issued. Such costs will be directly attributed to the estate(s) of the specific Debtor that owns the specific Property that is being sold or refinanced. The Fee includes all anticipated expenses. A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Hahn_Hotels_236_Sales.pdf Marcus & Millichap can be reached at: Tim A. Speck MARCUS & MILLICHAP REAL ESTATE INVESTMENT SERVICES Telephone: (972) 755-5200 E-mail: tim.speck@marcusmillichap.com Kyle Palmer MARCUS & MILLICHAP CAPITAL CORP. 300 Throckmorton Street, Suite 1500 Fort Worth, TX 76102 Telephone: (817) 932-6100 E-mai: Kyle.palmer@marcusmillichap.com About Hahn Hotels Headquartered in Sulphur Springs, Texas, Hahn Hotels of Sulphur Springs, LLC, owns the La Quinta Inns and Suites, which provides hotel accommodations for business and leisure travelers across the United States, Canada, and Mexico. Hahn Hotels of Sulphur Springs, LLC, along with its affiliates, including Hahn Investments, LLC, sought Chapter 11 protection (Bankr. E.D. Tex. Lead Case No. 17-40947) on May 1, 2017. The petitions were signed by Dante Hahn, president. Hahn Hotels of Sulphur estimated its assets and liabilities of between $1 million and $10 million. Hahn Investments estimated its assets and liabilities of between $10 million and $50 million. Judge Brenda T. Rhoades presides over the cases. Jessica Leigh Voyce Lewis, Esq., and Judith W. Ross, Esq., at The Law Offices of Judith W. Ross and Eric Soderlund, Esq., who has an office in Dallas, Texas, serve as the Debtors' bankruptcy counsel. HAHN HOTELS: Wants to Enter Into Listing Agreement with Lifestyles ------------------------------------------------------------------ Hahn Hotels of Sulphur Springs, LLC, and affiliates ask the U.S. Bankruptcy Court for the Eastern District of Texas to authorize them to enter into a listing agreement with Lifestyles Realty Dallas, Inc., for the listing and marketing of the residential properties owned by Hahn Investments, LLC, for sale. A hearing on the Motion is set for Nov. 14, 2017 at 2:45 p.m. The Debtors have made substantial progress in their chapter 11 cases, and filed their Joint Chapter 11 Plan of Reorganization on Nov. 1, 2017. They plan to exit chapter 11 either at the end of 2017 or the beginning of 2018. To raise capital to fund their Plan, they've determined that it is in the best interests of their creditors and their respective estates that certain Properties belonging to the Debtors be listed for sale. Expedited consideration of the Motion is requested on account of the need to list the Properties for sale as soon as possible, so as to facilitate their prompt sale for the benefit of their estates. Hahn Investments' Properties to be listed for sale are: a. Single Family 3-BR located at 1316 N. 8th Street, Longview, TX 75601; b. Residential Duplex located at 601 Waggoner St., Longview, TX 75604 for 90,0000; c. Single Family 3-BR located at 1403 Parkview Street, Longview, TX 75601 for $80,000; d. Single Family 3-BR located at 1405 Parkview Street, Longview, TX 75601 for $83,400; e. Single Family 3-BR located at 303 Drake Blvd., Longview, TX 75605 for $99,000; and f. Loft Unit located at 302 25th Street, Apt. B, Galveston, TX 77550 for $210,000. Engaging Lifestyles Realty to represent the Debtors in marketing the Properties for sale is necessary in these bankruptcy cases to efficiently and effectively bring funds into the estates that will support the repayment of creditors under a chapter 11 plan of reorganization. All creditors and parties in interest stand to benefit from the efficient sale of the Properties. Lifestyles Realty brings needed expertise and skills to assist the Debtors in accomplishing these tasks in a cost-effective manner. Lifestyles Realty is a Texas real estate firm. It provides a wide-range of real estate services serving buyers and sellers of residential properties. Lee Cathy Bell is a sales manager with Lifestyles Realty, where she is responsible for managing real estate agents, tracking sales numbers and analyzing properties. Ms. Bell has more than 19 years of experience representing buyers and sellers of residential real estate, and is fully qualified to assist the Debtors with the marketing and sale of their residential Properties. The total cost for the services provided under the Agreement is in the form of a 6% commission from the sales prices of the Properties. Such commission will be paid only in the event of a successful closing of the sale of the Properties. Such costs will be directly attributed to the estate of Hahn Investments, LLC. A copy of the Listing Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Hahn_Hotels_237_Sales.pdf Lifestyles Realty can be reached at: LIFESTYLE REALTY DALLAS, INC. 106 Decker Court, Suite 300 Irving, TX 75062 Telephone: (214) 452-4831 E-mail: lee@luinc.com About Hahn Hotels Headquartered in Sulphur Springs, Texas, Hahn Hotels of Sulphur Springs, LLC, owns the La Quinta Inns and Suites, which provides hotel accommodations for business and leisure travelers across the United States, Canada, and Mexico. Hahn Hotels of Sulphur Springs, LLC, along with its affiliates, including Hahn Investments, LLC, sought Chapter 11 protection (Bankr. E.D. Tex. Lead Case No. 17-40947) on May 1, 2017. The petitions were signed by Dante Hahn, president. Hahn Hotels of Sulphur estimated its assets and liabilities between $1 million and $10 million. Hahn Investments estimated its assets and liabilities between $10 million and $50 million. Judge Brenda T. Rhoades presides over the cases. Jessica Leigh Voyce Lewis, Esq., and Judith W. Ross, Esq., at The Law Offices of Judith W. Ross and Eric Soderlund, Esq., who has an office in Dallas, Texas, serve as the Debtors' bankruptcy counsel. INCA REFINING: Court Okays DIP Financing ---------------------------------------- The Hon. Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana has granted INCA Refining, LLC, and its debtor-affiliates permission to obtain DIP postpetition financing from White Oak Strategic Master Fund, L.P., White Oak Opportunity SRV, L.P., and White Oaks Strategic II SRV, L.P. The Debtors have an immediate and critical need to obtain the Postpetition Financing. The Debtors' ability to obtain the Postpetition Financing is critical to the Debtors' ability to continue as a going concern during the course of these Chapter 11 cases. The DIP Lender has indicated a willingness to provide the Debtors with certain financing. After considering all of their alternatives, the Debtors have concluded, in an exercise of their sound business judgment, that the financing to be provided by the DIP Lender pursuant to the terms of this final DIP court order represents the best financing presently available to the Debtors. Borrowings under the Postpetition Financing cannot exceed 15% of the aggregate amounts set forth in the budget. The borrowing under the Postpetition Financing is conditioned upon (i) the entry of the Final DIP Order authorizing the financing; (ii) at the sole discretion of the DIP Lender, the DIP Lender's receipt of the Debtors' executed loan documents, upon entry of the Final DIP Order; and (iii) DIP Lender receipt of satisfactory evidence that each Debtor has obtained all required consents and approvals. All borrowings under the Postpetition Financing are conditioned upon (a) no event of default having occurred and continuing under the terms of the agreements as stated herein, (b) no injunction, writ, restraining order or other order prohibiting, directly or indirectly, the extending of credit under the DIP Financing or DIP Credit Facility Agreement, (c) the Final Order being in full force and effect and not having been vacated, reversed, modified or stayed in any respect (and if either the order is the subject of any pending appeal, no performance of any obligation of any party shall have been stayed pending appeal). The DIP Lender will also have discretion as to each funding pursuant to the drawdown structure of the Postpetition Financing. Interest accrues at the Prime Rate plus 400 basis points. Maturity date for the loan is the earlier of (a) the date concluding the sale of the St. James Property pursuant to a plan/ Section 363 of the U.S. Bankruptcy Code, or (b) 18 months from the entry of the Final DIP Order. An Event of Default occurs if (i) the Debtors fail to timely pay Postpetition Financing obligations, (ii) the occurrence of an event that has or could reasonably be expected to have, a material adverse effect on the business, assets, operations, prospects or financial or other condition of a Debtor, (iii) the entry of an order amending, supplementing, staying, vacating or otherwise modifying the DIP Credit Facility Agreement, or Final DIP Order without the DIP Lender's consent, (iv) a Chapter 11 trustee or examiner with expanded powers is appointed in the Chapter 11 case, (v) the Chapter 11 case is dismissed or converted to Chapter 7 of the Bankruptcy Code, (vi) the entry of an order by the Court granting relief from or modifying the automatic stay to the detriment of DIP Lender, (vii) the entry of an order in the Chapter 11 Case avoiding or requiring repayment of any portion of the payments made on account of obligations owed a Debtor to the DIP Lender, (viii) the Interim DIP Order or the Final DIP Order ceases to be in full force and effect, (ix) the filing by a Debtor of any plan of reorganization or arrangement without the prior consent of the DIP Lender, (xi) formation by either Debtor of a new subsidiary and failure to contemporaneously cause the subsidiary to become a borrower under the DIP Credit Facility Agreement or DIP Financing terms, (xii) either Debtor conducts its business in a manner that materially deviates from the budget, and (xiii) if the St. James Property is not sold within 18 months from the date of entry of the Nov. 6, 2017 Final Dip Order. Upon default, the interest rate will increase by 500 basis points as of the date of default and onward. A copy of the court order is available at: http://bankrupt.com/misc/laeb17-11182-124.pdf About Inca Refining, L.L.C. INCA Refining, LLC, was organized in Texas in 2005 for the purpose of developing and operating an oil refinery in Louisiana. INCA owns an 80% membership interest in Refinery Equipment Holdings, a Delaware limited liability company, and the remaining 20% is owned by Del Mar Onshore Partners L.P. entities. INCA also holds property in Egan, Louisiana. West Bank Land Company LLC was organized in Texas in 2008 for the purpose of acquiring land to be developed by INCA into an oil refinery. West Bank owns the St. James Property, leased by INCA for a refinery. In 2010, White Oak Global Advisors, LLC, entered into two funding agreements with INCA and West Bank on behalf of the White Oak Creditors. The current total indebtedness owed to the White Oak Creditors is now in excess of $102,000,000. Involuntary Chapter 11 petitions were filed against INCA Refining, LLC, and West Bank Land Company LLC (Bankr. E.D. La. Case No. 17-11182 and 17-11183) on May 9, 2017. The petitioning creditors were White Oak Strategic Master Fund, L.P., and related entities. Pursuant to orders for relief, the Debtors are and have been debtors-in-possession with control over administration of their estates pursuant to 11 U.S.C. Sec. 1107. The case is assigned to Judge Jerry A. Brown. The White Oak Entities own the majority of the membership interests in each of the Debtors, control the majority of managers of the Board, and have creditor claims against each of the Debtors in excess of $102 million secured by a third mortgage on the real estate in St. James Parish, Louisiana. The White Oak Entities sought appointment of a Chapter 11 trustee in each case. Following an Aug. 2, 2017, hearing, the Court entered an order denying the appointment request. INGERSOLL FINANCIAL: Case Summary & 2 Unsecured Creditors --------------------------------------------------------- Debtor: Ingersoll Financial, LLC 2 South Orange Avenue, Suite 202 Orlando, FL 32801 Type of Business: Headquartered in Orlando, Florida, The Ingersoll Group -- http://www.theingersollgroup.com-- is a national private investment organization founded by Keith Ingersoll 12 years ago. The Group's investments are concentrated in a few primary sectors, including: real estate, sports management, business networking, digital enterprise, finance, hospitality and land development. Chapter 11 Petition Date: November 7, 2017 Case No.: 17-07077 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Frank M Wolff, Esq. FRANK MARTIN WOLFF, P.A. 19 E. Central Blvd Orlando, FL 32801 Tel: 407-982-4448 E-mail: fwolff@fwolfflaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Keith R. Ingersoll, president and CEO. A full-text copy of the petition, along with a list of two unsecured creditors, is available for free at http://bankrupt.com/misc/flmb17-07077.pdf IREP MONTGOMERY-MRF: Taps Jones Walker as Legal Counsel ------------------------------------------------------- IREP Montgomery-MRF, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Alabama to hire Jones Walker LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: C. Ellis Brazeal, III $344.26 Paul Woodall, Jr. $308.81 C. Parker Kilgore $242.26 Bonnie Boudreaux $148.75 Prior to the petition date, the Debtor paid Jones Walker $90,000 for services related to the negotiation and drafting of its agreement with the City of Montgomery and the city's Solid Waste Disposal Authority, which calls for the sale of its recycling facility. Moreover, three of the Debtor's principals have guaranteed payment of $25,000 to the firm should its fees and expenses exceed the $125,000 provided for under the sale agreement. Clyde Ellis Brazeal, III, Esq., disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtor's estate. The firm can be reached through: Clyde Ellis Brazeal, III, Esq. Paul O. Woodall, Jr., Esq. Jones Walker LLP 1819 5th Avenue North, Suite 1100 Birmingham, AL 35203 Tel: 205-244-5237 Fax: 204-244-5400 Email: ebrazeal@joneswalker.com About IREP Montgomery-MRF Based in Montgomery, Alabama, IREP Montgomery-MRF, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 16-32279) on Aug. 20, 2016. The petition was signed by Kyle Mowitz, manager. The case is assigned to Judge Dwight H. Williams Jr. At the time of the filing, the Debtor estimated its assets at $10 million to $50 million and debts at $50 million to $100 million. JN MEDICAL: Amends Plan to Disclosure Suit Against Auro Vaccines ---------------------------------------------------------------- JN Medical Corporation filed with the U.S. Bankruptcy Court for the District of Nebraska its latest disclosure statement, which explains the company's proposed Chapter 11 plan of reorganization. In the filing, the company disclosed that it has already filed an adversary proceeding against Auro Vaccines, LLC pursuing several claims. Auro, which is allegedly funded and controlled by Aurobindo Pharma, filed a $3.6 million claim, which it says is fully secured. The claim also includes an ongoing priority claim for post-petition rent in the amount of $78,233. JN Medical alleged the claimant asserts itself in the company's bankruptcy case as lender and secured creditor to take possession and ownership of its intellectual property and patents. According to the company, it filed the adversary proceeding to seek declaratory relief that Auro is barred from asserting any pre-bankruptcy claim since it did not comply with Nebraska law regarding the assertion of a deficiency judgment against a debtor. JN Medical also seeks a declaratory judgment that Auro, in executing its purchase agreement and assignment agreement with Great Elm Capital Corp., waived or released whatever security interest or lien it had in the company's patents and other intellectual property, according to the disclosure statement. The agreement dated Feb. 3 provided for the sale and assignment of Great Elm's rights and interests under a loan agreement to Auro. Under the terms of the purchase agreement, Auro paid Great Elm $3 million. A copy of the disclosure statement is available for free at http://bankrupt.com/misc/neb17-80174-327.pdf About JN Medical Corporation JN Medical Corporation, a company based in Omaha, Nebraska, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 17-80174) on Feb. 15, 2017. The petition was signed by Kevin Aramalla, president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The case is assigned to Judge Thomas L. Saladino. Stinson Leonard Street LLP is the Debtor's legal counsel. On July 19, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. KANSAS CITY INTERNAL: Case Summary & 9 Unsecured Creditors ---------------------------------------------------------- Debtor: Kansas City Internal Medicine, P.A. 12140 Nall Ave., Suite 100 Overland Park, KS 66209 Type of Business: Kansas City Internal Medicine, a division of Signature Medical Group, is a private internal medicine physician practice with more than 170 employees serving over 135,000 patient visits per year. KCIM specializes in internal medicine, endocrinology, rheumatology, podiatry, integrative medicine, personalized healthcare, clinical psychology, and chiropractic. It also offers additional services including full service laboratory, ultrasound, bone density, intravenous infusion treatments, weight health and wellness, and diabetic shoe consultations. The company's gross revenue amounted to $3.86 million in 2016 and $26.69 million in 2015. KCIM has locations in Kansas City and Lee's Summit, Missouri and in Overland Park in Kansas. Web site at https://www.kcim.com Chapter 11 Petition Date: November 8, 2017 Case No.: 17-22168 Court: United States Bankruptcy Court District of Kansas (Kansas City) Judge: Hon. Dale L. Somers Debtor's Counsel: Colin N. Gotham, Esq. EVANS & MULLINIX, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Tel: (913) 962-8700 Fax: (913) 962-8701 E-mail: Cgotham@emlawkc.com Total Assets: $567,000 Total Liabilities: $1,477,611 The petition was signed by David Wilt, MD, president. 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/ksb17-22168.pdf KAPPA DEVELOPMENT: Contract Funds Property of Estate, Court Says ---------------------------------------------------------------- In the adversary proceeding captioned KAPPA DEVELOPMENT AND GENERAL CONTRACTING INC., Plaintiff, v. HANOVER INSURANCE COMPANY, Defendant. AND HANOVER INSURANCE COMPANY, Counter-Plaintiff, v. KAPPA DEVELOPMENT AND GENERAL CONTRACTING INC., Counter-Defendant, Adv. No. 17-06046-KMS (Bankr. S.D. Miss.), Bankruptcy Judge Katharine M. Samson issued an order granting in part and denying in part Kappa's motion for summary judgment and denying Hanover's cross-motion for summary judgment. Kappa is the Debtor-in-Possession in this chapter 11 case, and Hanover is the surety that bonded a construction project Kappa undertook before filing bankruptcy ("Camp Shelby Project"). The parties dispute the ownership of $67,516.06 ("Contract Funds" or "Funds") that the federal government paid Kappa prepetition in connection with the Camp Shelby Project. Hanover asserts its entitlement to the Funds by right of subrogation for its payment on Kappa's behalf to one of the material suppliers on the Camp Shelby Project. On this basis, Hanover seeks a judgment declaring that the Contract Funds "are not property of the Debtor's estate but belong to Hanover" and directing Kappa to pay the Funds to Hanover. Kappa asserts that the Contract Funds are property of the bankruptcy estate "not subject to subrogation claims of Hanover" and seeks an order authorizing it to use the Contract Funds for day-to-day operations. The Court finds that Kappa had a possessory interest in the Contract Funds on the date of the filing of the petition. The Funds are therefore property of the estate. The questions, however, of whether the Funds are subject to any rights of Hanover and whether Kappa may use the funds are not ripe for resolution pending hearing on a Motion to Prohibit Use of Cash Collateral filed by another creditor. Summary judgment is therefore granted on Kappa's Motion on the question of ownership of the Funds, but denied on the questions of Hanover's rights in the Funds and whether Kappa may use the Funds. Summary judgment is denied on Hanover's Cross-Motion. The bankruptcy case is in re: KAPPA DEVELOPMENT AND GENERAL CONTRACTING INC., CHAPTER 11, Debtor, Case No. 17-51155-KMS (Bankr. S.D. Miss.). A full-text copy of Judge Samson's Opinion and Order dated Oct. 31, 2017 is available at https://is.gd/LWkgCr from Leagle.com. Kappa Development & General Contracting, Inc, Debtor In Possession, represented by Nicholas Van Wiser. United States Trustee, U.S. Trustee, represented by Christopher J. Steiskal, Sr. -- christopher.j.steiskal@usdoj.gov -- United States Trustee. About Kappa Development & General Contracting, Inc. Kappa Development & General Contracting, Inc., based in Gulfport, Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-51155) on June 12, 2017. The Hon. Katharine M. Samson presides over the case. Nicholas Van Wiser, Esq. at Byrd & Wiser, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Randy Blacklidge, president. KDM CONSTRUCTION: Case Summary & 10 Unsecured Creditors ------------------------------------------------------- Debtor: KDM Construction & Development, LLC 13 Monticello Drive Adairsville, GA 30103 Type of Business: KDM Construction & Development, LLC is a privately held company in the residential building construction industry with its principal place of business located at 13 Monticello Drive Adairsville, GA 30103. The company previously sought bankruptcy protection on July 31, 2017 (Bankr. N.D. Ga. Case No. 17- 41820). Chapter 11 Petition Date: November 7, 2017 Case No.: 17-42661 Court: United States Bankruptcy Court Northern District of Georgia (Rome) Judge: Hon. Paul W. Bonapfel Debtor's Counsel: David A. Geiger, Esq. GEIGER LAW, LLC Suite 525 1275 Peachtree Street, NE Atlanta, GA 30309 Tel: 404-815-0040 Fax: 404-549-4312 E-mail: david@geigerlawllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Danny McDaniel, manager. A full-text copy of the petition, along with a list of 10 largest unsecured creditors, is available for free at http://bankrupt.com/misc/ganb17-42661.pdf LAST FRONTIER: Plan Confirmation Hearing on Nov. 20 --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has conditionally approved Last Frontier Realty Corporation's amended disclosure statement dated Oct. 24, 2017, referring to the Debtor's plan of reorganization dated Oct. 13, 2017. A hearing to consider the final approval of the Disclosure Statement and confirmation of the Plan will be held on Nov. 20, 2017, at 1:30 p.m. Objections to the Disclosure Statement and plan confirmation must be filed by Nov. 17, 2017, which is also fixed as the last day for filing and serving pursuant to Rule 3020(b)(1) written acceptances or rejections of the Plan in the form of a ballot. As reported by the Troubled Company Reporter on Nov. 6, 2017, the Debtor filed with the Court an amended disclosure statement explaining its plan of reorganization dated Oct. 24, 2017. The amended plan provides that the Debtor is required to pay the Class 3 Allowed Secured Claim of Budtime Forest Grove Homes LLC on or before Dec. 4, 2017, or Budtime is allowed to foreclosure on the Saturn, Texas Property. About Last Frontier Realty Corp. Last Frontier Realty Corp. is a Texas corporation which owns two pieces of real property. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-32681) on July 10, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $1 million. Judge Stacey G. Jernigan presides over the case. Eric A. Liepins, P.C., is the debtor's bankruptcy counsel. The Debtor previously filed a Chapter 11 petition (Bankr. N.D. Texas Case No. 17-30454) on Feb. 6, 2017. This case was dismissed on July 3, 2017. LAURA ELSHEIMER: May Use Cash Collateral Through Jan. 31, 2018 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts has granted Laura Elsheimer LLC further authorization to use cash collateral, through Jan. 31, 2018. The hearing scheduled for Nov. 2, 2017, was cancelled as no objections have been filed. A copy of the Order is available at: http://bankrupt.com/misc/mab17-41842-29.pdf As reported by the Troubled Company Reporter on Oct. 26, 2017, the Debtor sought permission from the U.S. Bankruptcy Court for the District of Massachusetts to use cash collateral in the ordinary course of business and to grant postpetition liens to the lienholder as adequate protection. Headquartered in Hudson, Massachusetts, Laura Elsheimer LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-41842) on Oct. 11, 2017, estimating its assets and liabilities at between $500,001 and $1 million. Michael Van Dam, Esq., at Van Dam Law LLP, serves as the Debtor's bankruptcy counsel. LE CENTER, MN : Moody's Hikes GO Debt Rating From Ba1 ----------------------------------------------------- Moody's Investors Service has upgraded to Baa3 from Ba1 the rating on the City of Le Center, MN's general obligation (GO) debt. Concurrently, Moody's has revised the outlook from positive to stable. The city has $11.5 million of GO debt outstanding, of which $2.6 million carries a Moody's rating. The Baa3 rating reflects the city's improved reserves which are still relatively narrow on a nominal basis. The rating also incorporates the city's very small tax base, low resident income levels, limited debt service reserve, and moderate pension liabilities. Rating Outlook The stable outlook reflects Moody's expectation that the city's financial profile will continue to improve in the coming years, a trend which should balance the credit challenges posed by a high debt burden. Factors that Could Lead to an Upgrade Significant expansion of the city's tax base valuation Continued progress in rebuilding fund balance and liquidity Moderation of the debt burden Factors that Could Lead to a Downgrade Declines in tax base valuation or resident income levels Operating deficits that lead to weakening of financial position Additional increases in the debt burden or fixed costs Legal Security Debt service on the bonds is secured by the city's GO unlimited tax pledge to levy an ad valorem property tax that is not limited by rate or amount. The security also benefits from a statutory lien but not a lockbox structure. Use of Proceeds. Not applicable. Obligor Profile The City of Le Center is located approximately 50 miles southwest of the Twin Cities metropolitan area and serves as the county seat of Le Sueur County. The city covers 1.5 square miles and has population of approximately 2,370. Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. LEXINGTON HOSPITALITY: Court Extends Cash Collateral Use -------------------------------------------------------- Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the Eastern District of Kentucky granted Debtor Lexington Hospitality Group, LLC's emergency motion to extend cash collateral use. The Debtor sought approval to use cash collateral because it was unable to reach an agreement with the creditor, PCG Credit Partners, LLC. The Debtor borrowed $6,150,000 at 12% interest for a period of 15 months pursuant to a loan agreement with PCG dated Sept. 28, 2015, to acquire the Lexington Clarion Hotel and Conference Center at 5532 Athens Boonesboro Road, Lexington, Kentucky. The Debtor operates both the Hotel and a Bennigan's restaurant on the Hotel site. The Note is secured by the Mortgage and Security Agreement dated Sept. 28, 2015, in the Fayette County, Kentucky, Clerk's Office. The Mortgage includes a provision that assigns the Debtor's interests in leases and rents. Considering all the evidence presented, Judge Schaaf finds that PCG has failed to meet its burden to show that its security interest extends to the Debtor's Room Revenue or Restaurant Revenue post-petition. Therefore, there is no need for the Debtor to seek PCG's consent or to prove PCG is adequately protected as to this property. PCG still has a lien on the Hotel and related improvements covered by the Mortgage and other collateral subject to the Security Agreement. It is possible PCG still requires adequate protection for these interests, but that issue is best decided in relation to the hearing on the Motion for Relief from the Automatic Stay and For Related Relief and Request to Shorten Notice of Hearing scheduled for hearing on Nov. 20, 2017. A full-text copy of Judge Schaaf's Memorandum and Order dated Nov. 1, 2017, is available at: http://bankrupt.com/misc/kyeb17-51568-163.pdf About Lexington Hospitality Headquartered in Aurora, Illinois, Lexington Hospitality Group LLC -- http://www.clarionhotellexingtonky.com/-- owns the Clarion Hotel Conference Center South, a hotel located at 5532 Athens Boonesboro Road Lexington, Kentucky, known as Clarion Hotel Conference Center South. The Hotel, located in the heart of the bluegrass and 'Horse Capital of the World,' has 149 well-appointed guest rooms, an indoor heated pool and hot tub, a seasonal outdoor pool, a fitness center and an on-site restaurant and bar. Lexington Hospitality filed for Chapter 11 bankruptcy protection (Bankr. E.D. Ky. Case No. 17-51568) on Aug. 3, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Kenneth Moore/Janee Hotel Corporation, manager. Judge Gregory R. Schaaf presides over the case. Laura Day DelCotto, Esq., Jamie L. Harris, Esq., and Sara A. Johnston, Esq., at Delcotto Law Group PLLC, serve as the Debtor's bankruptcy counsel. LINTON SHAFER: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on Nov. 6 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Linton Shafer Computer Services, Inc. About Linton Shafer Computer Services Linton Shafer Computer Services, Inc., is a small business located in Frederick, Maryland which provides bookkeeping and accounting services to small businesses in the Frederick, Maryland region. The company has been in business for 34 years continuously since its incorporation in Maryland in 1983. It is taxed as a "Subchapter C Corporation." Linton Shafer Computer Services currently has seven employees and does business as "Accounting Support Services." The 32,500 of the 35,000 shares of the Debtor are owned by Barbara Brewster, who is its president. The minority shareholders are Linda Minnick (500 shares), Todd Rudesill (500 shares) and Denise Gouker (1,500 shares). Linton Shafer Computer Services sought Chapter 11 protection (Bankr. D. Md. Case No. 17-23535 LSS) on Oct. 10, 2017. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Lori S. Simpson presides over the case. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A., serves as counsel to the Debtor. LOANCORE CAPITAL: Moody's Puts B1 Rating on Review for Downgrade ---------------------------------------------------------------- Moody's Investors Service has placed the B1 rating of LoanCore Capital Markets LLC (LoanCore, formerly Jefferies LoanCore LLC) on review for downgrade. The rating action follows LoanCore's announcement that the equity contribution commitment from its owners was reduced by $160 million, from $560 million to $400 million. LoanCore also announced that CPPIB Credit Investments Inc. (CPPIB Credit Investments), a subsidiary of Canada Pension Plan Investment Board, and the real estate investment arm of the Government of Singapore Investment Corp (GIC) and LoanCore management have acquired Jefferies Group LLC's 48.5% equity interest in LoanCore. Following the transaction, LoanCore is now 48% owned by CPPIB Credit Investments, 48% by GIC and 4.0% by LoanCore management. On Review for Downgrade: Issuer: LoanCore Capital Markets LLC -- Corporate Family Rating, Placed on Review for Downgrade, currently B1 -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B1 Outlook Actions: Issuer: LoanCore Capital Markets LLC -- Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The rating action reflects Moody's expected weakening of LoanCore's capitalization, driven by the decrease in the amount of owners' equity commitments. Although LoanCore's capital base of $160 million of retained earnings remains intact, the capital commitments - which LoanCore can call on from its owners - has been reduced to an amount up to $240 million, down from $400 million. The reduction in the amount of capital commitments is credit negative and weakens the firm's funding profile. LoanCore's capitalization, measured as Tangible Common Equity to Tangible Managed Assets, was 17.7% at August 31, 2017. The ratio has declined substantially from historical levels and Moody's expects a further deterioration following the reduction in equity contributions, which would make LoanCore's capitalization the weakest among peers. The deterioration in capitalization was amplified following the October 2016 consolidation of the Commercial Mortgage Backed Securities trust in which the company retained the junior tranche, the "B-piece". In its review, Moody's will consider the impact of the weaker capitalization on LoanCore's credit profile in light of the firm's future business needs given the new risk retention requirements. LoanCore has modest positioning in the commercial real estate lending space, having only a brief operating history dating to 2011. The firm's leverage, while low, has increased and it is highly reliant on wholesale funding, which encumbers earning assets. LoanCore's profitability has been solid with no credit losses to date. However, Moody's note that given that LoanCore was founded in 2011, it had no legacy assets from before the credit crisis. It also has been operating amidst generally favorable market conditions over its short operating history. The firm's earnings can exhibit some degree of volatility stemming from securitization gains. FACTORS THAT COULD LEAD TO AN UPGRADE A rating upgrade is unlikely, given that the ratings are on review for downgrade. The ratings could be confirmed if Moody's comes to believe that LoanCore's lower capital levels would be adequate for its future business needs, incorporating the new risk retention rules. FACTORS THAT COULD LEAD TO A DOWNGRADE LoanCore's ratings could be downgraded if Moody's determines that LoanCore's planned reduction in capitalization, in conjunction with increased holdings amounts of B-piece securities in connection with the risk retention rules, would weaken its credit profile. The principal methodology used in these ratings was Finance Companies published in December 2016. LOLA PROPERTIES: Foreclosure Sale Moved to Nov. 17 -------------------------------------------------- The proposed sale of Lola Properties, Inc.'s assets, originally scheduled for October 20, 2017, has been postponed. The new sale date has been rescheduled for November 17 at the same time and place. Arthur Terranova, Esq., as Referee, will conduct the sale. Pursuant to a Judgment of Foreclosure and Sale dated August 11, 2017, and entered on August 16, 2017, Mr. Terranova will sell at the Queens County Supreme Courthouse, 88-11 Sutphin Blvd., in Courtroom # 25, Jamaica, NY, the premises located at Block 15969 Lot 53. The premises known as 451 Beach 46th Street, Far Rockaway, NY. The approximate amount of lien is $19,983.02 plus interest and costs. The Premises will be sold subject to provisions of filed Judgment and Terms of Sale in the case, NYCTL 1998-2 TRUST, and THE BANK OF NEW YORK MELLON, as Paying Agent and Collateral Agent and Custodian for the NYCTL 1998-2 TRUST, Plaintiffs -against- LOLA PROPERTIES, INC, et al. Defendant(s), pending before the Supreme Court, County of Queens. The Plaintiffs are represented by: Seyfarth Shaw LLP 620 Eighth Avenue New York, NY 10018 M/V JACK FITZ: Case Summary & Unsecured Creditor ------------------------------------------------ Debtor: M/V Jack Fitz, LLC 20804 Hwy 1 Golden Meadow, LA 70357 Type of Business: M/V Jack Fitz, LLC is a privately held company that operates an offshore supply vessel known as M V Jack Fitz. Built by Master Boar Builders Inc. in 1999, the vessel is 144 ft. long and has a gross tonnage of 486 tons. Chapter 11 Petition Date: November 8, 2017 Case No.: 17-13031 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Hon. Elizabeth W. Magner Debtor's Counsel: Leo D. Congeni, Esq. CONGENI LAW FIRM, LLC 424 Gravier Street New Orleans, LA 70130 Tel: (504) 522-4848 Fax: (504) 581-4962 Email: leo@congenilawfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Josh Jambon, authorized member. The Debtor lists United Community Bank as its sole unsecured creditor holding an unknown amount of claim. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/laeb17-13031.pdf MD2U MANAGEMENT: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee on Nov. 2 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of MD2U Management, LLC. About MD2U Management Founded in 2010 and based in Louisville, Kentucky MD2U Management, LLC -- http://www.md2u.com/-- provides home-based primary medical care services for chronic and acute illnesses. The Company offers adult primary care, medication management, post discharge visits, wound care visits, mental and behavioral healthcare, mobility assessments, home medical equipment assessments, end of life care, and mental health services. It serves to home-bound or home-limited patients in Kentucky, Indiana, Ohio and North Carolina. MD2U Management LLC and its affiliates MD2U Kentucky LLC, MD2U Indiana LLC, and MD2U North Carolina LLC each filed separate Chapter 11 petition (Bankr. W.D. Ky. Case Nos. 17-32761 to 17-32764) on Aug. 29, 2017. The cases are jointly administered. The petitions were signed by Joel Coleman, president. MD2U estimated $500,000 to $1 million in assets and $1 million to $10 million in debt. MD2U Kentucky estimated between $1 million and $10 million in assets, and $500,000 to $1 million in debt. The Debtors are represented by Charity Bird Neukomm, Esq., at Kaplan & Partners LLP. MERCY HOSPITAL: Moody's Confirms B1 on $70MM Revenue Bonds ---------------------------------------------------------- Moody's Investors Service confirms the B1 assigned to Mercy Hospital (Mercy), IA's $70 million of outstanding rated revenue bonds. The bonds are issued by the City of Hills, Iowa. This action concludes the review for downgrade initiated on August 10, 2017. The rating outlook is negative.The confirmation of B1 reflects the system's new comprehensive performance improvement strategy translating into very recent improvement in operating performance, under the direction of new management with turnaround experience. The B1 also reflects the sufficiency of cash to debt and stated efforts to maintain current cash levels, however, any cash burn will result in rating pressure. A further downgrade is precluded at this time by Mercy's urgent efforts to restructure or refinance the letter of credit backed debt (presently with US Bank which expires in August 2018) which should help preserve the system's liquidity position. Mercy continues to make its debt service payments in full and on time and maintains very good headroom to financial covenants. Rating Outlook The negative outlook reflects Moody's view that the system will continue to exhibit financial pressure over the next 12 to 18 months as it looks to fully implement and execute its turnaround strategy. Additionally, risks associated with the system's recent rating trigger breach or the inability to restructure the LOC associated with the Series 2008 bonds support the negative outlook. Inability to improve operating performance or further reductions in cash contributing to narrowing headroom to financial covenants would result in negative rating pressure. Factors that Could Lead to an Upgrade Significant and durable improvement in operating performance more in line with Ba3 rated peers Material enterprise growth or expansion of geographic footprint leading to an operating revenue base more in line with peers Factors that Could Lead to a Downgrade Erosion of liquidity beyond unaudited fiscal 2017 performance Further deterioration of operating performance A corporate reorganization or bankruptcy filing Legal Security The Series 2011 fixed rate bonds and Series 2008 variable rate bonds are an unsecured obligation of the Master Trust Indenture with a security interest in the unrestricted receivables of the hospital. The other system subsidiaries are not obligated on the debt and therefore not included in the debt service coverage test.The note payable related to the west side medical office building is secured by a mortgage interest in Unit 2 of the Coral West Medical Center and the assignment of lease payments from the tenants of Unit 2. The note payable is not rated by Moody's. Use of Proceeds. Not Applicable Obligor Profile The Mercy Iowa City and Subsidiaries System includes 234-bed Mercy Hospital, Mercy Services Iowa City and Mercy Hospital Foundation. The hospital owns a majority (51%) interest in Iowa City Ambulatory Surgical Center (ICASC). The hospital is located in Iowa City, Iowa. Operating revenues were approximately $183 million in fiscal 2017. Methodology The principal methodology used in this rating was Not-For-Profit Healthcare published in November 2017. MIRANDA HARRIS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing on Nov. 2 that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Miranda Harris, LLC. About Miranda Harris LLC Miranda Harris, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 17-04856) on Sept. 29, 2017. Miranda Harris, its managing member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. Judge David R. Duncan presides over the case. MOBILESMITH INC: Appoints Robert Smith as Director -------------------------------------------------- The Board of Directors of MobileSmith, Inc., appointed Robert L. Smith as director on Oct. 31, 2017. The appointment takes effect immediately. As of Nov. 6, 2017, Mr. Smith has not been appointed to any committee of the Board. Robert Smith is an experienced multi-facility health care executive with varied background in complex urban and rural health care settings. During his 40-year career in the industry he has held CEO and other executive positions of various for profit and non-profit hospitals and health care organizations, where he demonstrated ability to turnaround, create, and grow business units in complex and competitive environments. Mr. Smith's broad business experience includes reorganization, restructuring and public company experience at the CEO and Board of Directors level. Mr. Smith has served on the boards of various healthcare organizations. He currently serves on the boards of Parkland Center for Clinical Innovation and Cobalt Rehabilitation Hospitals. He is a 2011 recipient of the Texas Hospital Associations Earl N. Collier Award for Distinguished Health Care Administration. Mr. Smith received his Master of Health Administration Degree from Washington University School of Medicine, St. Louis, MO and his Bachelor of Science Degree in Psychology from University of Missouri in St. Louis, MO. In consideration for advisory services including providing strategic advice to the Company, promoting the Company in the business and investment community, the Company will pay to Mr. Smith a cash fee of $2,500 per month. In addition, the Company has granted Mr. Smith options under the Company's 2016 Equity Incentive Plan, to purchase 366,980 shares of the Company's common stock par value $0.001 per share, which options are scheduled to vest over a three-year period in equal quarterly installments, at exercise price of $1.99 per share, subject to accelerated vesting upon the occurrence of certain specified events. About MobileSmith, Inc. Raleigh, North Carolina-based MobileSmith, Inc., was incorporated as Smart Online, Inc. in 1993 and changed its name to MobileSmith, Inc., effective July 1, 2013. The company develops and markets software products and services tailored to users of mobile devices. Its flagship product, MobileSmith(R) Platform is an app development platform that enables organizations to rapidly create, deploy and manage custom, native smartphone and tablet apps deliverable across iOS and Android mobile platforms. MobileSmith reported a net loss of $7.50 million on $1.86 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $7.71 million on $1.82 million of total revenue for the year ended Dec. 31, 2015. The Company's balance sheet at June 30, 2017, showed $1.64 million in total assets, $51.22 million in total liabilities and a total stockholders' deficit of $49.58 million. Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MOMENTIVE PERFORMANCE: Moody's Puts Caa1 CFR Under Review --------------------------------------------------------- Moody's Investors Service has put Momentive Performance Materials Inc.'s Caa1 Corporate Family Rating (CFR) under review for upgrade. At the same time, Moody's has placed under review the Caa1 rating on Momentive's $1.1 billion 3.88% first-lien senior secured notes due 2021, Caa3 rating on its $202 million 4.69% second-lien senior secured notes due 2022, and its probability of default rating (PDR) of Caa1-PD. The rating review was prompted by both Momentive's improved business fundamentals and the announcement of initial public offering (IPO) by MPM Holdings Inc., the parent company of Momentive, on November 6, 2017. The proceeds from the IPO will be used to redeem substantially all it outstanding second-lien notes and repay $36 million debt at its Chinese subsidiary. Ratings under review: Issuer: Momentive Performance Materials Inc. -- Corporate Family Rating, Caa1 -- Probability of Default Rating, Caa1-PD -- Senior Secured First Lien Notes, Caa1 (LGD3) -- Senior Secured Second Lien Notes, Caa3 (LGD5) RATINGS RATIONALE Momentive has improved its earnings in the last three years thanks to portfolio mix shift to specialty silicones and cost savings program. The announced IPO, once successfully completed, will further raise its credit profile to be commensurate with a single B rating. "The announced equity offerings also signifies the company's shifting focus from its largely completed corporate restructuring three years after bankruptcy to capital investment and business growth in high-margin specialty silicones and silanes," says Jiming Zou, a Moody's Vice President and lead analyst for Momentive. Momentive will meet Moody's rating upgrade triggers of adjusted debt/EBITDA below 6.0x and adjusted RCF/Debt above 9% assuming planned debt reduction after IPO and strong last quarter performance in 2017. As of September 2017, Momentive's adjusted debt leverage improved to about 6.0x from 7.3x at the end of 2016, thanks to rationalization of low-margin basic silicone products, realized cost savings of about $42 million and price increases across silicones portfolio. Moody's adjusted debt calculation includes pension and operating lease adjustments. Fundamentally, Momentive has been a leading global producer of silicone products, with a track record of maintaining adequate market share positions across a diverse product portfolio. However, the company remains exposed to the highly competitive silicone market and competes against other larger backward integrated producers. Adjusted EBITDA margin improved to about 12% for the last twelve months ended September 2017, from 10.3% in 2016, but remains low compared to other specialty chemical producers. Momentive has increased its investments in specialty silanes, automotive clear coats, optical displays and LSR that should support its profit margins. In particular, the expansion of its NXT capacity in Leverkusen, which will start production in early 2018, will contribute to earnings growth. Liquidity should be adequate with about $144 million cash on hand and $215 million availability under the ABL facility as of September 30, 2017. The lenders of the senior secured asset-based revolving credit facility (ABL Facility) have committed to extending the maturity from October 2019 to five years after the closing of Momentive's IPO, subject to certain conditions and expectations. Moody's expects the company to meet the springing fixed charge coverage test of 1.0x for drawing its ABL Facility in the next 12 months. During the ratings review, Moody's will focus on Momentive's debt leverage after the IPO, its ability to sustainably improve earnings and cash flow through developing value-added specialty products, and its long-term financial policy that will determine the pace of capital expenditure, business acquisitions and shareholder distributions following the IPO. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. Based in New York, US, Momentive Performance Materials Inc. is one of the largest global producer of silicones and silicone derivatives. The company operates produces Silicones, which account for approximately 92% of revenues; and Quartz. Silicones, or more accurately, polymerized siloxanes or polysiloxanes, are mixed inorganic-organic polymers that are used in a wide variety of industrial and consumer applications including agriculture, automotive, electronics, healthcare, personal care, textiles and sealants (the most recognizable application is for bathroom, kitchen and window sealants around the home). Momentive is approximately 40% owned by funds managed or owned by the private equity division of Apollo Global Management (unrated). For the last 12 months ending September 30, 2017, Momentive's revenues and Moody's-adjusted EBITDA were approximately $2.3 billion and $282 million, respectively. MONTCO OFFSHORE: Exclusive Plan Filing Period Extended to Nov. 27 ----------------------------------------------------------------- The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas, at the behest of Montco Offshore, Inc. and its affiliates, has entered an order to further extend the Debtors' exclusivity period to file a plan of reorganization through November 27, 2017, while the Debtors' Solicitation Exclusivity Period remains set to expire on December 13, 2017. As reported by the Troubled Company Reporter on October 20, 2017, the Debtors asked the Court for an extension of the exclusivity period to file a plan of reorganization by 45 days. The Debtors sought to maintain exclusivity so parties with competing interests do not hinder the Debtors' efforts to finalize the value-maximizing solutions contemplated by the Debtors' plan. The Debtors, however, did not ask an additional extension of the exclusivity period for the Debtors to solicit acceptance of the plan. On Sept. 26, 2017, the Debtors filed Chapter 11 plans of reorganization and liquidation for Montco Offshore, Inc., and Montco Oilfield Contractors, LLC, respectively, and a disclosure statement in connection therewith. On Oct. 6, 2017, the Court entered an order conditionally approving the Debtors' Disclosure Statement, and permitting the Debtors to commence solicitation of the plan. The Court set the Debtors' solicitation and notice date for Oct. 10, 2017, with a confirmation hearing scheduled for Nov. 13, 2017. According to the Debtors, their Chapter 11 cases involve the restructuring of prepetition debt obligations, a multitude of stakeholders, and a number of complex operational intricacies. Further, the Debtors told the Court that they have been operating in a very uncertain commodity environment, making the Debtors' restructuring even more complicated and challenging. The Debtors worked tirelessly to formulate the Plan and Disclosure Statement, and to reach consensus with the Official Committee of Unsecured Creditors and other key stakeholders in connection therewith. In connection with the plan process, and in anticipation of the confirmation hearing, the Debtors claim that they have been continuing to engage with additional key stakeholders to address outstanding issues and seek to reach a consensual resolution. Given the expedited nature of the proceedings, with confirmation only one month away, the Debtors needed all of their and their professionals' resources focused on preparing for the Nov. 13, 2017 hearing (as well as an estimation hearing in connection with certain lienholder claims, which has been scheduled by the Court for Nov. 6, 2017). Although the Debtors' Solicitation Exclusivity Period does not expire until Dec. 13, 2017, the Debtors sought an extension to ensure that no competing plan is filed at this critical juncture, which would only distract them and divert resources away from confirmation-related matters. Reviewing and potentially objecting to a competing plan while preparing for confirmation of the Debtors' plan is not in any stakeholder's interests, and would only be detrimental to the outcome of these cases. 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. NAVILLUS TILE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Navillus Tile, Inc. dba Navillus Contracting 633 Third Avenue, 17th Floor New York, NY 10017 Type of Business: Headquartered in New York, Navillus Tile, Inc. is a privately held company in the construction industry. Founded in 1987, Navillus' accomplishments include the construction of the world's largest memorial waterfalls at the site of Ground Zero, restoration of some of the city's most historical subway stations, and the installation of complex stone and tile work at the legendary Madison Square Garden. The company also provides cost estimation, value engineering, and project management services. Navillus is affiliated with Advanced Contracting Solutions, LLC, which sought bankruptcy protection on Nov. 6, 2017 (Bankr. S.D.N.Y. Case No. 17-13147). Web site: http://navillusinc.com Chapter 11 Petition Date: November 8, 2017 Case No.: 17-13162 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Sean H. Lane Debtor's Counsel: Elizabeth Aboulafia, Esq. CULLEN AND DYKMAN LLP 100 Quentin Roosevelt Boulevard, Suite 402 Garden City, NY 11530 Tel: 516-296-9124 Fax: 516-357-3699 E-mail: eaboulafia@cullenanddykman.com - and - Nathan C. Dee, Esq. CULLEN AND DYKMAN, LLP 100 Quentin Roosevelt Blvd Garden City, NY 11530-4850 Tel: (516) 357-3700 Fax: (516) 393-8282 E-mail: ndee@cullenanddykman.com Estimated Assets: $100 million to $500 million Estimated Debt: $100 million to $500 million The petition was signed by Donal O'Sullivan, chief executive officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb17-13162.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ ACS System Associates, Inc. Subcontractor $330,023 160 W. Lincoln Avenue Mount Vernon, NY 10550 Barbara J. Sales Vendor $379,568 126 Venango Ct. New Kensington, PA 15068 Carpenters Funds - T. Kennedy Judgment $27,975,082 c/o Kennedy, Jennik & Murray 113 University Place New York, NY 10003 Cement Workers Judgment $21,926,409 Fds -T. Kennedy c/o Kennedy Jennik & Murray 113 University Place New York, NY 10003 CFS Steel Company Vendor $1,147,799 P.O. Box 7777 Philadelphia, PA 19175-0341 Construction Risk Partners, LLC Professional $1,633,791 1250 Route 28, Suite 201 Services Branchburg, NJ 08876 DEI Subcontractor $417,978 151 21st Street Brooklyn, NY 11232 Doka USA, Ltd. Vendor $478,577 214 Gates Road Little Ferry, NJ 07643 E. Fitzgerald Electric Co Subcontractor $688,344 633 3rd Avenue, 17th Fl. New York, NY 10017 Ferrara Bros. Vendor $575,309 P.O. Box 419248 Boston, MA 02241-9248 J-BAR Reinforcement, Inc. Subcontractor $456,147 46 Edgemere Avenue Greenwood Lake, NY 10925 Local 282 Funds Judgment $1,885,012 c/o Trivella & Forte LLP 1331 Mamaroneck Ave., Ste 170 White Plains, NY 10605 Local 46 Judgment $20,483,070 Funds-Attn:T. Kennedy c/o Kennedy, Jennik & Murray 113 University Place New York, NY 10003 Local 780 Funds-Att-T. Kennedy Judgment $3,953,158 c/o Kennedy, Jennik & Murray 113 University Place New York, NY 10003 Meco Electric Co., Inc. Subcontractor $376,071 56 West Street Staten Island, NY 10310 Morrow Equipment Comp LLC Vendor $338,976 P.O. Box 3306 Salem, OR 97302 Peri Formwork Systems Inc. Vendor $232,001 62149 Collection Center Drive Chicago, IL 60693-0621 PMC Rebar Inc Subcontractor $676,254 47 Woodchuck Hollow Court Port Jefferson, NY 11777 Stillwell Supply Corp. Vendor $315,367 44-68 Vernon Blvd. Long Island City, NY 11101 Varsity Plumbing & Heating Inc. Subcontractor $312,127 31-99 123rd Street Flushing, NY 11354 NAVILLUS TILE: NY Contractor Files After Losing $76MM Case ---------------------------------------------------------- Navillus Tile Inc., a major New York construction contractor, sought Chapter 11 bankruptcy protection, after it was recently hit with a $76 million judgment for avoiding paying union fund benefits by doing work under the guise of alter ego companies. On average, Navillus has gross annual income of approximately $180 million. In the 2016 calendar year, Navillus had gross contract revenues of approximately $240 million. As of the Petition Date, Navillus employed more than 700 individuals, including approximately 640 individuals to provide labor in connection with approximately 68 open construction projects and approximately 65 individuals at the management level and to provide home office support. The level of field labor varies depending on the volume of open construction projects, and Navillus employs up to approximately 1,600 field laborers during peak times. Navillus is party to collective bargaining agreements with approximately 18 trade unions in New York. Navillus is one of the largest contributors to union funds in the New York metropolitan area, having contributed more than $172 million to the New York union funds in the last five years alone. District Court Litigation With Unions Over the course of the past three years, Navillus has defended a lawsuit in the United States District Court for the Southern District of New York (the "District Court") brought by five union pension and welfare benefit funds (the "Union Plaintiffs") against Navillus and other defendants in the consolidated action styled as Moore, et al. v. Navillus Tile, Inc., et al. and Gesualdi, et al. v. Navillus Tile, Inc., et al. (Lead Case No. 14-cv-08326). The District Court Action has resulted in substantial litigation costs and a $76 million judgment (the "Judgment") entered against Navillus on Sept. 22, 2017. Navillus strongly believes that the Judgment was wrongly decided and has appealed (the "Appeal") the Judgment to the United States Court of Appeals for the Second Circuit (the "Second Circuit") where it intends to pursue its appellate remedies to overturn or, at the very least, substantially reduce, the Judgment. Navillus cannot afford pay the Judgment and maintain its ongoing operations. While Navillus has assets, many of its assets are in the form of work in progress on open construction projects as well as future contract revenues that are not capable of being liquidated. Navillus has exhausted all available remedies to address this issue outside of a bankruptcy filing. On Sept. 30, 2017, Navillus moved for an emergency stay of the Judgment pending Appeal in the Second Circuit. Oral argument was held before a three-judge panel of the Second Circuit and, on Oct. 31, 2017, the Second Circuit issued an order denying Navillus' motion for a stay of execution of the Judgment. Consequently, on Nov. 1, 2017, the Union Plaintiffs served restraining notices on the Debtor's bank accounts, resulting in the freezing of Navillus' bank accounts and bringing operations to a halt. On Nov. 2, 2017, the U.S. Marshal levied the Debtor's bank accounts to satisfy approximately $1.8 million of the Judgment held by one of the Union Plaintiffs. Accordingly, Navillus filed a chapter 11 case. Events Leading to Chapter 11 Filing Donal O'Sullivan, the CEO, explains that outside of chapter 11, because no consensual or judicial stay was in place, the Union Plaintiffs commenced with execution on the Judgment upon entry of the order of the Second Circuit denying Navillus' motion for an emergency stay of the Judgment pending Appeal. Given the size of the Judgment, a precipitous foreclosure by the Union Plaintiffs in the District Court Action would pose a serious threat to Navillus' long-term viability to the detriment of all of its constituencies, including its 700 employees. In addition, the Judgment has led to numerous issues on Navillus' two largest open construction projects. On Oct. 3, 2017 and October 5, 2017, Tishman Construction Corporation of New York ("Tishman"), in its capacity as construction manager on Navillus' two largest construction projects -- One Vanderbilt and Manhattan West (the "Tishman Projects"), respectively, issued notices of default and termination to Navillus based on its determination that the Judgment rendered Navillus insolvent. These two projects, with a combined contract value of over $279 million and over $190 million in work in progress remaining as of the Petition Date, account for approximately 40% of Navillus' current work in progress as of the Petition Date. Following the issuance of termination letters, on October 5, 2017, Tishman directed Navillus to continue working on the Tishman Projects to facilitate an orderly transition of the work to Liberty. While Navillus contests the propriety of the terminations, it agreed to continue working on the Tishman Projects pursuant to the terms of transition work agreements while Tishman, Liberty and Navillus entered into negotiations regarding the completion of work on the Tishman Projects. As a part of these negotiations, Tishman requested that Liberty provide Navillus with backstop financing to continue the progress of work on the Tishman Projects. Navillus and Liberty thereafter engaged in negotiations regarding the terms of a Financing Agreement pursuant to which Liberty has agreed to provide Navillus with financing in an amount of up to $135 million to allow Navillus to continue to perform work on all of its open construction projects that are bonded by Liberty. Navillus anticipates finalizing the terms of the Financing Agreement and submitting such agreement to the Court for approval in the coming days. Accordingly, absent the protections of chapter 11, Navillus is at risk of having its assets depleted and losing the contracts that comprise its sole source of revenues. This chapter 11 filing seeks to protect the value of Navillus' business for all of its constituencies -- including the trade creditors that continue to supply materials, equipment and other goods and services to Navillus in connection with its open construction projects, as well as the Union Plaintiffs. After careful consideration, and after exhausting all available remedies outside of a chapter 11 filing, Navillus has determined that it requires the protection offered by chapter 11. Navillus intends to expeditiously pursue the Appeal in the Second Circuit and use the chapter 11 process to reorganize its operations in an orderly fashion and develop a reorganization plan that will preserve its value as a going concern for its creditors and interest holders. Even if the Appeal is successful and the Judgment is vacated or substantially reduced, Navillus will still need to reorganize through chapter 11 to address the issues that have arisen with Tishman and Liberty with respect to the Tishman Projects. Chapter 11 Reorganization According to Mr. O'Sullivan, while in Chapter 11 Navillus intends to continue operating and to file a plan of reorganization through which it will repay its obligations so that it may continue working on its backlog of future construction projects and serving as a significant union employer in the New York construction market. Navillus believes that based on the current valuation of its assets, there will be funds sufficient to make a distribution to unsecured creditors. As part of its reorganization strategy, Navillus has determined that it would be in the best interest of the company and its estate to employ Glass Ratner ("GR") to provide a chief restructuring officer and related support to Navillus to assist it with its reorganization strategy. Accordingly, on the Petition Date, Navillus retained GR and Dan Scouler, Sr. has been designated as Navillus' chief restructuring officer. First Day Motions To preserve the value of the business, Navillus' immediate objective is to maintain a business-as-usual atmosphere during the pendency of this chapter 11 case with as little additional interruption or disruption to the Navillus' business operations as possible. The Debtor has filed motions to (a) pay prepetition employee obligations and continue performing under the collective bargaining agreements; and (b) maintain their existing bank accounts. A copy of the affidavit in support of the first-day motions is available at: http://bankrupt.com/misc/Navillus_7_1st_Day_Affidavit.pdf About Navillus Tile Navillus Tile Inc., is one of the largest subcontractors and general contractors in New York, specializing as a high-end concrete and masonry subcontractor on large private and public construction projects in the New York metropolitan area. Navillus works closely with many of New York's most prominent architects, builders, owners, government agencies and institutions and is pre-qualified by numerous commercial and government agencies. Navillus operates its business from a midtown Manhattan headquarters which it has leased since 2015. Donal O'Sullivan, which founded the business with his brothers, is the sole director, president and chief executive officer of Navillus. Navillus Tile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 17-13162) on Nov. 8, 2017, estimating $100 million to $500 million in assets and debt. Judge Sean H. Lane is the case judge. Cullen and Dykman LLP is the Debtor's counsel. NORTHEAST ENERGY: Unsecureds to be Paid 90% Under Exit Plan ----------------------------------------------------------- General unsecured creditors of Northeast Energy Management, Inc., will be paid 90% of their claims under the company's proposed plan to exit Chapter 11 protection. Under the proposed plan of reorganization, creditors holding allowed Class 18 general unsecured claims in the total amount of $1,701,663, will receive a distribution of 90% of their claims. General unsecured claims will be paid from the proceeds of the sale of the business assets that are being held in a plan "fund." Class 18 is impaired under the plan. The sources of funding for the plan include excess insurance proceeds after payment of secured claims, proceeds of insurance coverage from RLI Insurance and Travelers Insurance Co., and the proceeds from the auction sale of Northeast Energy's business assets. All funds are being held in a plan fund, according to Northeast Energy's disclosure statement filed on Oct. 26 with the U.S. Bankruptcy Court for the Western District of Pennsylvania. A copy of the disclosure statement is available for free at http://bankrupt.com/misc/pawb17-70032-306.pdf About Northeast Energy Management Northeast Energy Management, Inc. operated as a service company for the oil and natural gas industry in Southwestern Pennsylvania and the Appalachian region of West Virginia. It was founded in 1988 by William Gregg, Paul Ruddy, Michael Melnick and John Pisarcik, the principal owners of its sole shareholder, Interstate Gas Marketing, Inc. The Debtor filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-70032) on Jan. 16, 2017. The petition was signed by Paul G. Ruddy, secretary. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Jeffery A. Deller presides over the case. Michael J. Henny, Esq., at the Law Office of Michael J. Henny, serves as bankruptcy counsel. On May 30, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. ODEBRECHT OLEO: Files Chapter 15 After $5B Plan Okayed in Brazil ---------------------------------------------------------------- Odebrecht Oleo e Gas S.A. and 10 other entities owned by Brazilian engineering conglomerate Odebrecht SA, have sought Chapter 15 bankruptcy protection in the United States to seek U.S. court recognition of reorganization plans approved in extrajudicial reorganization proceedings in the Federal Republic of Brazil. Based in Rio de Janeiro, Brazil, OOG is a part of the Odebrecht Group and was incorporated in Brazil in 2006 to house the Odebrecht Group's oil field services activities after several decades of operations under the conglomerate. On its most recent financial report, OOG disclosed an aggregate amount of indebtedness of R$14.3 billion on its balance sheet as of Dec. 31, 2016. The Debtors have issued: (1) US$1.500 billion of 6.35% Senior Secured Notes due 2021 under an indenture with Deutsche Bank Trust Company Americas as trustee; (2) US$1.690 billion of 6.75% Senior Secured Notes due 2022 under an indenture with Bank USA, National Association, as trustee, and (3) US$580 million of 6.625% Senior Secured Notes due 2022 under a supplemental indenture with U.S. Bank as trustee. Additionally, US$550 million of unsecured perpetual notes were issued by Odebrecht Oil & Gas Finance Limited ("OOFL") with OOG as guarantor and Wilmington Savings Fund Society (as successor to HSBC Bank USA, National Association) as the indenture trustee. Rogerio Luis Murat Ibrahim, CFO of OOG, explains that OOG's financial distress stems from general market conditions, the global crisis facing the oil and gas industry and variations in real exchange rates over the past years. Between 2010 and 2014, the price of oil varied between US$75 and US$110 per barrel, increasing the incentives for the construction and operation of drilling rigs throughout the world and, consequently, increasing the maintenance costs in U.S.-dollars terms for the Drilling Rigs. In response to its liquidity crisis, the OOG Group took steps to restructure its liabilities through negotiations with its main creditors, which include certain holders of the 2021 Notes and 2022 Notes (the "Ad Hoc Group"), along with their financial and legal advisors, Houlihan Lokey, Inc., and Cleary Gottlieb Steen & Hamilton LLP. On May 23, 2017, the Debtors jointly filed petitions for the commencement of reorganization cases with the Brazilian Court and concurrently submitted proposed reorganization plans. The Brazilian Court on Oct. 19, 2017, approved reorganization plans that provide that (i) holders of 2021 notes totaling US$1.096 billion (as of May 5, 2017) and 2022 notes totaling US$1.901 billion will receive replacement notes secured by the same collateral; (ii) holders of Exchanged Financial Claims totaling R$6.223 billion will receive new dollar-denominated perpetual, convertible participating titles issued by OOFL with a guarantee from OOG. The Financial Claims include the Perpetual Notes, and other claims relating to (a) letters of credit with a counter-guarantee provided by OOG and/or OOG GmbH issued in connection with the collateral for the 2021 Notes and amounts drawn by (i) Citibank N.A. and (ii) Swiss Re International SE, through its Zurich Contact Office for International Business comprising an aggregate outstanding amount of US$101,776,960 as of May 5, 2017 (the "2021 LC Reimbursement Claim") (b) letters of credit with a counter-guarantee provided by OOG and/or OOG GmbH issued in connection with the collateral for the 2022 Notes and amounts drawn by (i) Swiss Re, (ii) Credit Agricole Corporate and Investment Bank and (iii) ING Bank N.V. ("ING Bank " and together with Citibank, Swiss Re and Credit Agricole, the "LC Providers") comprising an aggregate outstanding amount of US$175,132,040 as of May 5, 2017 (the "2022 LC Reimbursement Claim" and together with the 2021 LC Reimbursement Claim, the "LC Reimbursement Claims"); (c) claims arising from financial markets transactions held by (i) Banco do Brasil S.A., through its large corporate agency (RJ), (ii) Banco do Brasil S.A., New York Branch, (iii) Banco Bradesco S.A. and (iv) Banco Bradesco S.A., Grand Cayman Branch (collectively, the "Banks") comprising an aggregated amount of US $273.1 million and R$867.2 million as of May 5, 2017 (the "Bank Claims"); (d) claims comprising an aggregate amount of US$345,000,000 held by the holders of 2021 Notes against OOG in connection with the termination of that certain Equity Support Agreement dated as of Nov. 18, 2010 executed by and between OOG, Odebrecht S.A., ODN VIII, OOSL and the 2021 Trustee, as amended, and the cancellation of the promissory notes related to funds provided to OOG to support activities during the financial downturn by the holders of the 2021 Notes (the "ESA Termination Claims"); and (e) claims comprising an aggregate amount of US$230,000,000 held by holders of the 2022 Notes against OOG, in connection with the termination of that certain Undertaking Agreement dated as of Aug. 6, 2013 among OOG and the 2022 Trustee, as amended on Feb. 24, 2014, and the cancellation of the promissory notes related to new funds provided to OOG to support activities during the financial downturn by the holders of the 2022 Notes (the "Undertaking Termination Claims" and together with the Perpetual Notes, LC Reimbursement Claims, Bank Claims and ESA Termination Claim, the "Financial Claims"). The "Exchanged Financial Claims" means all Financial Claims other than the LC Reimbursement Claims of the Adhering LC Providers. Project Noteholders representing 69.0% in aggregate principal amount of the 2021 Notes, 63.5% in aggregate principal amount of the 2022 Notes and 69.7% of the Financial Claims voted to support the Brazilian Reorganization Plans. Because of this significant creditor support, the Brazilian Court overruled two minimal challenges filed by two of the Debtors' creditors, Credit Agricole and Citibank, and confirmed the Brazilian Reorganization Plans. The Brazilian Reorganization Plans are a significant step towards restructuring the OOG Group and resolving the issues with its creditors. The Debtors have determined, in consultation with the Trustees and the Ad Hoc Group, that the Chapter 15 Cases are necessary to avoid potentially irreparable harm to the Debtors' creditors and businesses and to facilitate the Foreign Proceeding by ensuring that creditors cannot attempt to circumvent the Foreign Proceeding by taking action against the Debtors in the United States. The Petitioner requests an immediate stay of potential proceedings against the Debtors in the United States and to obtain the cooperation of the Trustee and the Depository Trust Company (the "DTC") in effecting the terms of the Brazilian Reorganization Plans in the United States by (a) obtaining the Court's recognition of the Foreign Proceeding as a foreign main proceeding and (b) recognizing and enforcing the Brazilian Reorganization Plans in the United States. About Odebrecht Oil & Gas Based in Rio De Janeiro, Brazil, Odebrecht Oleo e Gas S.A. is a part of the Odebrecht Group and was incorporated in Brazil in 2006 to house the Odebrecht Group's oil field services activities after several decades of operations under the conglomerate Odebrecht Oil & Gas renders services related to the charter and operation of drilling rigs, floating production storage and offloading units (the "FPSOs") and pipe-laying support vessels (the "PLSVs"), as well as maintenance activities in the oil and gas industry in Brazil. Petroleo Brasileiro S.A. ("Petrobras ") is the main client and business partner of the OOG Group. On May 23, 2017, OOG and its affiliates jointly filed petitions before the 4th Commercial Court of the State of Rio de Janeiro in the Federative Republic of Brazil for the commencement of extrajudicial reorganization cases. The Brazilian Court on Oct. 19, 2017, approved Debtors' reorganization plans. OOG and 10 affiliates filed Chapter 15 cases (Bankr. S.D.N.Y. Lead Case No. 17-13130) in Manhattan, in the United States on Nov. 3, 2017, to seek recognition of the Brazilian proceedings. Rogerio Luis Murat Ibrahim, CFO of OOG, signed the Chapter 15 petitions. Law firm E. Munhoz Advogados, led by founding partner Eduardo Secchi Munhoz, has been advising OOG in all legal aspects of its reorganization since February 2016. The Hon. James L. Garrity Jr. is the case judge in the U.S. case. Davis Polk & Wardwell LLP represents OOG in the U.S. cases. OI SA: Creditors Present Revised Restructuring Plan Term Sheet -------------------------------------------------------------- The Steering Committees of the International Bondholder Committee (the "IBC") and the Ad Hoc Group (the "AHG") of bondholders (the "Oi Creditor Groups") of Oi S.A. and its affiliates (collectively, the "Company" or the "Oi Group") on Nov. 6 announced that, as disclosed by the Company on November 6, 2017, the Oi Creditor Groups, together with the committee of export credit agencies, facility agents and banks (ECAs) represented by FTI Consulting (the "ECAs"), transmitted a revised term sheet to the Company for alternative plan(s) of reorganization for the Oi Group (the "Revised Creditor Term Sheet"). Unfortunately, notwithstanding the fact that the Revised Creditor Term Sheet was developed specifically to reflect the feedback of the Oi Group's senior management, the majority of the Company's board of directors summarily rejected the Revised Creditor Term Sheet in the middle of the negotiations, proving once more that they are driven by the objective of enhancing the interests of existing shareholders, to the detriment of the best interests of the Company and its other stakeholders. This confirms yet again that a majority of the Company's board of directors is blatantly conflicted. Instead of carefully considering the Revised Creditor Term Sheet, as their fiduciary duties would demand, a majority of the Company's board of directors proceeded to summarily appoint two new executive officers that are also board members, which constitutes an outrageous violation of corporate governance standards. It is obvious that such new officers were appointed in order to undermine and circumvent the efforts of the Oi Group's senior management to negotiate fair restructuring plan(s) and instead cater to the interests of the Company's minority shareholders exerting control. In addition, a majority of the Company's board of directors also approved a plan support agreement and term sheet (see the Company's November 4, 2017 Notice to the Market) (the "November 4 Notice") (the plan support agreement and term sheet together, the "Shareholder Plan"). Although the terms of the Shareholder Plan as approved by the board are not yet public, previously public versions of the Shareholder Plan make clear that it is backed by the minority shareholders exerting control in an attempt to preserve their equity position, and attempt to do so by enlisting what the Oi Creditor Groups understand to be only a handful of insignificant holders that also hold equity and who are seeking exorbitant fees at the time the transaction inevitably fails. Moreover, the conflicted, insignificant holders supportive of the Shareholder Plan have thus far refused to be identified since they first began negotiating in secret with the Company's minority shareholders exerting control. Accordingly, the Shareholder Plan lacks creditor support, is irresponsible and doomed to lead to a costly waste of corporate resources. Moreover, the criticisms of the Revised Creditor Term Sheet in the November 4 notice are unfounded. By way of example: -- Contrary to the assertions in the November 4 Notice, the Revised Creditor Term Sheet provides for identical treatment for all bondholders on account of their bond claims, and simply provides for incremental compensation for those willing to commit capital for an extended period of time. -- Regarding the purported criticism that the Revised Creditor Term Sheet is conditioned on a new regulatory regime, this is misleading -- the Revised Creditor Term Sheet is not predicated on a regime change but rather regulatory adjustments to allow the Company to remain competitive and viable in the long term. -- In response to the criticism that the Revised Creditor Term Sheet is nonbinding, this criticism is misplaced—the Company's management is aware that the Oi Creditor groups are prepared to enter into appropriate plan support agreements expeditiously, as indicated in the Revised Creditor Term Sheet itself (and all prior term sheets). The status of negotiations simply reflects the bad-faith delaying tactics dictated by the majority of the Company's board of directors. Further, as noted above, the members of the Oi Creditor Groups, who have at every stage reiterated their willingness to make substantial contributions by converting a significant portion of their debt into equity and contributing considerable new money (provided that the burdens of the restructuring are equitably shared, adequate governance arrangements are put into place and other reasonable conditions precedent are met), have in excess of US$370 billion of assets under management and more than sufficient assets to provide the full capital raise. The identities of the members of the Steering Committees of the IBC and the AHG are well known to the Company as they have signed NDAs with the Company. The Steering Committees are comprised of the following entities: (i) Aurelius Capital Management, LP, (ii) Canyon Capital Advisors LLC, (iii) Citadel Equity Fund Ltd, (iv) York Capital Management Global Advisors LLC, (v) Benefit Street Partners LLC, (vi) Brookfield Credit Opportunities Master Fund, L.P., (vii) GoldenTree Asset Management LP, and (viii) Redwood Master Fund, LTD. Such entities have individualized their claims and can vote approximately US$3.3 billion in the aggregate at the upcoming creditors meeting, and together with the ECAs (who also supported the Revised Creditor Term Sheet, and have total claims in excess of US$900 million), the total amount of claims represented by the Steering Committees and the ECAs is more than US$4.2 billion. Additionally, adding other claims from members that are not part of the Steering Committees of the AHG and IBC, total claims reach approximately R$22 billion. The Revised Creditor Term Sheet, which was transmitted to the Company on October 26, 2017, was the result of five days of meetings in New York between the members of the Steering Committees and the Company's senior management and legal and financial advisors. Attending the meetings on behalf of the IBC and the AHG were representatives from the firms identified in this press release. The advisors to the ECAs also participated in the meetings. The Revised Creditor Term Sheet was based on the Oi Group's updated business plan and addresses the feedback provided by the Company's senior management to the Oi Creditor Groups' prior creditor term sheet (which was provided to the Company on October 2, 2017 and made public on October 13, 2017). The Oi Creditor Groups believe that the plan(s) contemplated by the Revised Creditor Term Sheet (the "Revised Creditor Plan(s)") are in the best interest of the Oi Group and all its various stakeholders. In particular, the Revised Creditor Plan(s) would, among other things, provide for the following: -- New Capital Commitments and Sustainable Business Plan: The Revised Creditor Plan(s) provide for a fully backstopped capital increase for the Oi Group in an aggregate amount of R$4 billion, which funding would allow the Oi Group to properly address all of its projected capital expenditures and other investment needs, which are essential for the Oi Group's long-term growth. -- Equitable Treatment among Stakeholders: The Revised Creditor Plan(s) provide equitable treatment among unsecured financial creditors, ensuring its legal viability and providing a path for the prompt implementation of the Revised Creditor Plan(s) and the capital increase. The Revised Creditor Plan(s) also enable the existing shareholders to retain 12% of the equity of the reorganized company before dilution for the new money and to participate in the capital increase. -- Cash Flow Options For the Company: With respect to the restructured bond debt, the Revised Creditor Plan(s) provide the Company with the option of electing between a lower cash-payable interest rate or a higher interest rate with a portion of the payment deferred in time, depending on management's views as to the most efficient use of the Company's cash. -- Governance Reforms: The Revised Creditor Plan(s) also contemplate mechanisms to ensure that the Oi Group adheres to the highest and best corporate governance practices. -- Ample Creditor Support: The Revised Creditor Plan(s) would likely be supported by a majority of Class III creditors for each of the Debtors, allowing the Oi Group to quickly receive creditor approval for the Revised Creditor Plan(s) and minimizing the risk of litigation challenging the plan and respective implementation. -- Enforceable in All Relevant Jurisdictions: The Revised Creditor Plan(s) are structured to comply with the law of all relevant foreign jurisdictions and would therefore likely receive quick approval in all relevant jurisdictions. Notwithstanding the disturbing behavior by a majority of the Company's board of directors at the behest of its minority shareholders exerting control, the Oi Creditor Groups are planning to meet with senior management of the Company and other stakeholders this week in an effort to continue discussions. The Oi Creditor Groups remain committed to working with all stakeholders toward an expedient and consensual restructuring that provides long-term solutions for the Oi Group's financial and operational issues. About Oi SA Headquartered in Rio de Janeiro, and operating almost exclusively within Brazil, the Oi Group provides services like fixed-line data transmission and network usage for phones, internet, and cable, Wi-Fi hot-spots in public areas, and mobile phone and data services, and employs approximately 142,000 direct and indirect employees. On June 20, 2016, pursuant to Brazilian Law No. 11.101/05 (the "Brazilian Bankruptcy Law"), Oi S.A. and certain of its subsidiaries filed for recuperao judicial (judicial reorganization) in Brazil. On June 21, 2016, OI SA and its affiliates Telemar Norte Leste S.A. and Oi Brasil Holdings Cooperatief U.A. commenced Chapter 15 proceedings (Bankr. S.D.N.Y. Lead Case No. 16-11791). Ojas N. Shah, as foreign representative, signed the petitions. Coop and PTIF are also subject to proceedings in the Netherlands. The Chapter 15 cases are assigned to Judge Sean H. Lane. In the Chapter 15 cases, the Debtors are represented by John K. Cunningham, Esq., and Mark P. Franke, Esq., at White & Case LLP, in New York; and Jason N. Zakia, Esq., Richard S. Kebrdle, Esq., and Laura L. Femino, Esq., at White & Case LLP, in Miami, Florida. On July 22, 2016, the New York Court recognized the Brazilian Proceedings as foreign main proceedings with respect to the Chapter 15 Debtors, and granted certain additional related relief. OMINTO INC: Errors Found in Previously Issued Financial Statements ------------------------------------------------------------------ Ominto, Inc., said in a Form 8-K filed with the Securities and Exchange Commission that it decided to file amendments to its previously issued quarterly reports to correct certain errors. Upon the recommendation of the Audit Committee of Ominto, the Board of Directors of the Company determined that the condensed consolidated financial statements for (i) the quarter ended Dec. 31, 2016, included in the Company's quarterly report on Form 10-Q filed on Feb. 14, 2017, and (ii) the quarter ended March 31, 2017, included in the Company's quarterly report on Form 10-Q filed on May 16, 2017, should no longer be relied upon. The Board based its determination not to rely upon the financial statements contained in the Reports on the financial impact of treasury stock involved in the Company's December 2016 share exchange agreement with Lani Pixels, on certain sales incentives made in the form of equity awards to non-employees and on other equity issuances made to employees. The Audit Committee has discussed the errors in the Reports with the Company's independent auditors, Friedman, LLP and determined that those errors were material. About Ominto, Inc. Ominto, Inc. -- http://inc.ominto.com/-- is a global e-commerce company and pioneer of online Cash Back shopping, delivering value-based shopping and travel deals through its primary shopping platform and affiliated Partner Program websites. At DubLi.com or at Partner sites powered by Ominto.com, consumers shop at their favorite stores, save with the best coupons and deals, and earn Cash Back with each purchase. The Ominto.com platform features thousands of brand name stores and industry-leading travel companies from around the world, providing Cash Back savings to consumers in more than 120 countries. Ominto's Partner Programs offer a white label version of the Ominto.com shopping and travel platform to businesses and non-profits, providing them with a professional, reliable web presence that builds brand loyalty with their members, customers or constituents while earning commission for the organization and Cash Back for shoppers on each transaction. Ominto reported a net loss of $10.30 million for the year ended Sept. 30, 2016, and a net loss of $11.69 million for the year ended Sept. 30, 2015. As of March 31, 2017, Ominto had $68.62 million in total assets, $48.03 million in total liabilities and $20.58 million in total stockholders' equity. PETE ENTERPRISES: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing on Nov. 2 that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Pete Enterprises, Inc. Headquartered in Cleveland, Ohio, Pete Enterprises, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 17-15807) on Oct. 2, 2017, estimating its assets and liabilities at between $100,001 and $500,000 each. Glenn E. Forbes, Esq., at Forbes Law LLC serves as the Debtor's bankruptcy counsel. PHOENIX OF TENNESSEE: Wants to Enter into Agency Contract with GBCI ------------------------------------------------------------------- Phoenix of Tennessee, Inc., asks the U.S. Bankruptcy Court for the Middle District of Tennessee to authorize it to enter into Agency Agreement with Gordon Brothers Commercial & Industrial, LLC ("GBCI") and Ritchie Bros. Auctioneers (America) Inc., as Agent, to sell some or all of the Debtor's assets. The Debtor asks that the Court sets a hearing on the Motion for Nov. 28, 2017 at 9:00 a.m. Tortola Advisors, LLC began assisting Debtor prior to the Petition Date. Tortola's work for the Debtor is being paid for through the use of non-Debtor assets. During 2014, two very large clients cancelled all of their ongoing orders from Phoenix with limited notice. Phoenix had not expected this turn of events, as this was the first time any such event had occurred with these clients. By early 2015, Phoenix had to close most of the newly opened offices. Over the past six months, Phoenix, with the help of Tortola, has sought to reduce its overhead expenses and operating costs, in the hopes of paying down its long-term debt and emerging a stronger, more streamlined company. Upon filing for Chapter 11, Phoenix began an intensive analysis as to the scope and viability of its operations. Unfortunately, due to the debt service burden now facing the enterprise, Phoenix now faces the need to sell its assets not subject to leases or purchase money security interests in order to begin satisfying its debt obligations and provide some breathing room for Debtor to propose a plan. The Debtor has conferred and worked closely with Pinnacle Bank, its primary secured lender, throughout this process. Prior to the Debtor's decision to market and sell its rolling stock, its operating location, which was owned by a related non-debtor entity, was placed under contract for sale to an unaffiliated third party. That sale is scheduled to close by Nov. 9, 2017, which sale will leave the Debtor without an operating location or place to store its equipment. Accordingly, it has undertaken to significantly pair down its operations and any need to have office staff or rolling stock or equipment stored on a lot. Throughout the month of October, the Debtor and Tortola undertook to find (i) financial investors; (ii) parties interested in purchasing Debtor’s business as a going concern; and (iii) parties interested in purchasing some or all of the Debtor's assets. The Debtor, through Tortola, was approached with multiple expressions of interest and only a few hard bids. After analyzing all possible options, the Debtor has decided that the best option for it is to enter into the transaction with GBCI and Ritchie Bros., as Agent, to sell the Assets on the terms set forth in the Agency Agreement. The Agency Agreement includes terms and conditions for the Agent to act as the Debtor's exclusive agent to conduct sales of certain of the Debtor's assets, including, without limitation, certain motor vehicles and related equipment, which terms and conditions are set forth in the Agreement. In exchange for serving as Agent, the Agent has guaranteed the Debtor a minimum guaranteed payment of $365,000, which will be paid upon closing the transaction. The Debtor will continue to retain title to the Assets until those Assets are sold at auction or as otherwise directed by the Agent, with all proceeds in excess of $365,000 to be the property of the Agent. A copy of the Agency Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Phoenix_of_Tennessee_73_Sales.pdf The Debtor asks that the Court orders and directs any party wishing to make a competing bid to that of Agent, whether such bid is a competing agency agreement or asset purchase agreement, will do so no later than 5:00 p.m. on Nov. 24, 2017. If any timely competing bids are received, the counsel for the Debtor will conduct a bid conference prior to the hearing on the Sale Motion on Nov. 28, 2017 at 9:00 a.m. In the event another party other than the Agent is the Successful Bidder for the Debtor's Assets, subject to the terms of the Agreement, the Debtor has agreed to pay a Breakup Fee to the Agent in the amount of $25,000, plus the Agent's due diligence and legal fees and expenses up to a maximum amount of $25,000, plus the accrued and accruing amounts owed to Richie Bros. for storage of the Debtor's Assets. The Expense Reimbursement is not intended as liquidated damages, and will be calculated based on the Agent's actual and reasonable out-of-pocket expenses incurred by the Agent in performance of the Agent's due diligence investigation, review, research, and analysis regarding the Debtor's Assets and the negotiations and documentation of the Agreement. The Debtor proposes to sell its Assets free and clear of liens, with all liens to attach to the sale proceeds. The Debtor has completed a review of all filed UCC-1 liens and believes that one creditor asserts a lien against the Assets - Pinnacle Bank, who asserts a valid, perfected blanket lien in all of its assets. It proposes to pay to Pinnacle Bank the proceeds from the transaction contemplated by the Agency Agreement. The Debtor and its professionals have engaged in discussions with creditors whereby certain creditors have agreed to take reduced payments in satisfaction of their claims to facilitate the transaction contemplated by the Agency Agreement. The proceeds attributable to the sale of the Assets contemplated by the Motion will be held in trust for the benefit of the Debtor's creditors. Within 14 days after the Sale Termination Date, the Debtor will file a notice with the Court setting forth the net funds available for distribution and proposed payoff amounts to its secured creditors from the proceeds. To the extent that there are any disputes concerning the validity and/or priority of any liens or claims against any asset of the Debtor, or the value thereof, such disputes will be resolved by the filing of an appropriate objection to said notice. Given the interest of the Debtor and its estate in closing the transaction by Dec. 1, 2017, as required by the Agency Agreement, the Debtor asks that the Court orders and directs a waiver of the 14-day stay period so that the Court's Order is effective immediately upon entry. Gordon Brothers can be reached at: GORDON BROTHERS COMMERCIAL & INDUSTRIAL, LLC 800 Boylston Street, 27th Floor Boston, MA 02199 Attn: James Burke Email: jburke@gordonbrothers.com GBCI is represented by: Kevin Simard, Esq. CHOATE HALL & STEWART LLP Two International Place Boston, MA 02110 Facsimile: (617) 248-4000 E-mail: ksimard@choate.com Ritchie Bros. can be reached at: Zac Dalton, Manager RITCHIE BROS. AUCTIONEERS (AMERICA) INC. 4000 Pine Lake Road Lincoln, NE 68516 About Phoenix of Tennessee Headquartered in Nashville, Phoenix of Tennessee, Inc. -- http://phoenixoftn.com/-- is a full service telecommunication construction company that provides comprehensive services and solutions required to build, enhance, maintain, and audit telecommunication network infrastructures. Phoenix of Tennessee filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 17-06102) on Sept. 7, 2017. The petition was signed by Kyle D. Waites, its president. At the time of filing, the Debtor estimated $100,000 to $500,000 in total assets and $1 million to $10 million in total liabilities. The Hon. Marian F Harrison presides over the case. The Debtor is represented by R. Alex Payne, Esq., at Dunham Hildebrand, PLLC, as counsel. PINPOINT WAREHOUSING: Four Creditors Appointed to Creditors' Panel ------------------------------------------------------------------ The Hon. Laura T. Beyer of the U.S. Bankruptcy Court for the Western District of North Carolina has entered an order appointing four creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Pinpoint Warehousing, LLC. The committee members are: (1) AFK2 Shopton, LLC Attn: Zachary H. Smith, Esq. Moore & Van Allen, PLLC 100 N. Tryon Street, Suite 4700 Charlotte, NC 28202 (2) G & W Equipment, Inc Attn: Lyndon W. Kennedy 600 Lawton Road Charlotte, NC 28216 (3) Rick Chandler 4304 SW Flintrock Dr Lees Summit, MO 64082 (4) Southeast Industrial Equipment, Inc. Attn: Tina Perkins 12200 Steele Creek Road Charlotte, NC 28273 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Pinpoint Warehousing Pinpoint Warehousing, LLC, f/k/a Pinpoint Warehousing, Inc. -- http://goppw.com-- is a privately held full-service warehousing company based in Charlotte, North Carolina. With over 30 years of experience, the Debtor provides streamlined warehousing, contract packaging, distribution, and order fulfillment processes to a wide variety of businesses across multiple industries. Serving Fortune 500, mid-sized, and start up companies, Pinpoint Warehousing offers total warehousing packages as well as individual services. Pinpoint Warehousing filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No. 17-31701) on Oct. 17, 2017, estimating its assets at up to $50,000 and liabilities at between $1 million and $10 million. The petition was signed by Harvey Gantt, president and CEO. Judge Laura T. Beyer presides over the case. Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, serves as the Debtor's bankruptcy counsel. PJ REAL ESTATE: Plans to Sell Bowie Property to Pay Creditors ------------------------------------------------------------- PJ Real Estate LLC disclosed in a filing with the U.S. Bankruptcy Court for the District of Maryland its plan to file a motion to sell its real property pursuant to section 363(b) of the Bankruptcy Code. In its disclosure statement, the company said it does not, at this stage, intend to propose a formal plan of reorganization but rather plans on filing a motion to sell its commercial real property in Bowie, Maryland, in the next two to three months. The Bowie property, which consists of two units, is presently listed for sale. PJ believes each unit is worth between $275,000 and $300,000. PJ reserves the right, a t this juncture, to file a formal plan of reorganization should one unit sell at a "fair market price." It is likely that the company and M&T Bank, the largest secured creditor, would work out a consent agreement for such plan, along with the other secured real property tax creditors, according to the disclosure statement. After PJ sells its assets under section 363(b), any surplus left over after all secured claims are paid in full will be distributed to each allowed Class 4 general unsecured claim on a pro-rata basis. If there is no surplus left, these general unsecured claims will go unpaid, according to the disclosure statement. A copy of the disclosure statement is available for free at http://bankrupt.com/misc/mdb17-18758-39 About PJ Real Estate LLC PJ Real Estate, LLC owns a parcel of commercial real estate in Bowie, Prince George's County, Maryland. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-18758) on June 27, 2017. Paul Burns, its authorized representative, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $1 million. The John Roberts Law Firm, PC represents the Debtor as bankruptcy counsel. PLATFORM SPECIALTY: Moody's Rates New $550MM Unsec. Notes Caa1 -------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to Platform Specialty Products Corporation's proposed $550 million senior unsecured notes due 2025. The proceeds from the note issuance will be used to repay the company's existing $500 million senior unsecured notes due 2021. The proposed transaction is relatively leverage neutral, but is expected to result in a roughly $20 million reduction in annual interest cost. Platform's B2 corporate family rating (CFR) and all other instrument ratings are unchanged. The rating outlook is stable. "The new notes are expected to remain with Platform after the proposed separation of the agricultural chemicals business in 2018. The impact of the separation would be credit positive if the proceeds raised through a public offering are applied toward debt reduction, however the exact future capital structure of Platform is uncertain at this time," said Anastasija Johnson, Vice President - Senior Analyst at Moody's. Assignments: Issuer: Platform Specialty Products Corporation -- Senior Unsecured Regular Bond/Debenture, Assigned Caa1(LGD5) RATINGS RATIONALE Platform's B2 CFR reflects its high leverage as a result of the acquisition-driven growth strategy but projected positive free cash flow generation due to the asset-light business model with low capital requirements. With roughly $5.5 billion of reported debt as of September 30, 2017 (pro forma for the proposed transaction), Platform has a significant debt load that currently exceeds its sales by 1.6 times. Moody's adjustments for pensions, leases and contingent obligation related to the initial MacDermid acquisition increase debt to roughly $5.7 billion. Platform's leverage as adjusted by Moody's stood at roughly 7.4 times in the twelve months ended September 30, 2017. Given projected earnings improvement and expectations that all free cash flow will be used to repay debt, Moody's expect leverage to decline closer to 6 times in 2018 even without the proposed separation of the agricultural chemicals business. The company's free cash flow generation is supported by high margins of above 20% and low capital expenditures requirements due to the asset-light business model. The rating also reflects the company's scale, geographic, operational, product and end market diversity. The company generates about half of its sales and EBITDA from specialty chemicals used in electronics, automotive, graphic arts and offshore oil and gas production and drilling. Some of these markets are cyclical, which could impact volumes and prices. The other half of sales and EBITDA are generated from the agricultural chemicals business which is seasonal and subject to crop price volatility. Platform enjoys leading positions in several of its markets and limited exposure to volatile raw materials costs. The rating reflects the acquisition-driven growth strategy and related event, financial and integration risks. The company has announced a plan to list the agricultural business, known as Arysta LifeScience, as a separate public company in 2018, which could improve financial credit metrics if the proceeds of the equity raise at Arysta are used to pay down debt but this strategy still carries an execution risk. In addition, both the agricultural chemical company and the remaining specialty chemical company will continue to supplement organic growth with a measured acquisition approach in existing and adjacent end-markets. Until the planned separations is completed, the rating reflects expectations that all free cash flow will be used to pay down debt and the company will not undertake any additional debt-financed acquisitions. The proposed $550 million senior unsecured notes due 2025 are expected to remain in Platform's capital structure after the separation of the agricultural business. The notes are guaranteed by the domestic restricted subsidiaries that guarantee the senior secured credit facilities. Foreign subsidiaries do not guarantee the notes. As of September 30, 2017, accounts receivable, inventory and fixed assets, collectively, for the legal entities that will be guarantors of the notes totaled approximately $443 million (including approximately $149 million from the Agricultural Solutions guarantors), which is approximately 16% of the same class of company's assets as of September 30, 2017. The amount is derived from the unaudited general ledgers maintained by Platform. For the nine months ended September 30, 2017, the combined sales of the guarantor subsidiaries, including sales to non-guarantor subsidiaries, were approximately $486 million (including approximately $123 million from the Agricultural Solutions guarantors). In connection with the proposed separation of the Arysta business, the company expects to designate each subsidiary that comprises the Arysta business as an unrestricted subsidiary. Under the indenture, the company can designate these subsidiaries as unrestricted if the senior secured leverage does not exceed 4.95x on a pro forma basis and Total Leverage does not exceed 6.75x on a pro forma basis and then complete the separation. Under the indenture, the proceeds from the initial raise of the capital that enables the separation must be used to pay down debt. The indenture generally stipulates that 50% of net cash proceeds from a subsequent capital raise must be used to pay down debt, while the remaining 50% would be available for restricted payments, such dividends. The notes are rated Caa1, two notches below the CFR, reflecting their effective subordination in the capital structure which is heavily weighted towards secured debt. The secured debt is rated B2 in line with the CFR reflecting its preponderance in the capital structure as well as the moderate perceived recovery given the asset light business model. . Both the US and Euro senior secured term loan have equivalent recovery expectation due to the debt allocation mechanism agreement as well as other provisions in the loan agreements. Platform's SGL-2 speculative grade liquidity rating reflects expectations that the company will have good liquidity supported by cash on hand, availability under its revolver and projected free cash flow generation. The company had $390.9 million of cash on hand, primarily held overseas. The company also has a $500 million revolving credit facility, of which $475 million has been extended through June 7, 2019, while the rest matures on June 7, 2018. This is the nearest maturity and the annual amortization payments total approximately $35 million. Approximately $1.5 billion of term loans mature in 2020. As of September 30, 2017, the company had $25 million borrowings under its revolving facility and $456 million of availability. The company relies on the revolver to fund working capital use for its agricultural chemicals business and also has local credit lines to support this business. The revolver has a financial maintenance covenant maximum first lien net leverage ratio of 6.25 times, subject to a right to cure. The company has significant headroom under the covenant and Moody's do not expect it to be triggered. The company is subject to an excess cash flow sweep, which steps down once first lien net leverage falls below certain thresholds. Platform does not pay cash dividends, but its Series A Preferred Stock may pay dividends in the form of common stock, although those payments are only triggered if the stock rises above $23. The stable ratings outlook reflects expectations that the company will continue to generate free cash flow, use it to reduce debt and lower leverage closer to 6 times in 2018. The stable outlook also reflects expectations that the company will refrain from any debt-financed acquisitions. There is limited upside to the rating at this time, given the high leverage and uncertainty related to the separation of the agricultural chemicals business and execution risk. The ratings could be upgraded if leverage falls below 5.0x on a sustained basis and the company demonstrates its ability to grow its sales and generate significant free cash flow of close to $300 million. Platform's ratings could be downgraded if free cash flow turns negative and liquidity falls below $200 million, or if the company fails to reduce leverage below 6.5x on a sustained basis. The ratings could also be downgraded if the company undertakes another large-debt financed acquisition. The principal methodology used in this rating was Global Chemical Industry Rating Methodology published in December 2013. Headquartered in West Palm Beach, Florida, Platform Specialty Products Corporation is a publicly-traded company founded by investors Martin Franklin and Nicolas Berggruen in 2013. Platform's first acquisition in 2013 was MacDermid Holdings, LLC, a global manufacturer of variety of chemicals and technical services for a range of applications and markets including; metal and plastic finishing, electronics, graphic arts, and offshore drilling. Platform acquired Alent plc, OM Group businesses, Arysta LifeScience Limited, Chemtura Corporation's AgroSolutions business, and Belgium-based Group Agriphar Group agricultural chemical business, in levered transactions valued at roughly $2.0 billion, $365 million, $3.51 billion, $1 billion and $405 million, respectively. Platform's sales were $3.7 billion for the twelve months ended September 30, 2017. PRECIPIO INC: Vendors OK $5 Million Debt Reduction -------------------------------------------------- Precipio, Inc., has entered into a debt settlement agreement with certain of its accounts payable vendors pursuant to which the Creditors agreed to a reduction of approximately $5.0 million in currently due vendor liabilities. The Company and the Creditors agreed to restructure these liabilities into approximately $2.5 million in secured, long-term vendor obligations with payments beginning in July 2018 and continuing over 48 months. In connection with the settlement, the Company agreed to issue to certain of the Creditors warrants to purchase approximately 86,000 shares of the Company's common stock at an exercise price of $7.50 per share. The Company also entered into a security agreement, dated Oct. 31, 2017, with a collateral agent for the Creditors, pursuant to which the Company granted to the collateral agent, for the benefit of the Creditors, a security interest in certain property of the Company to secure its obligations under the Settlement Agreement. The Warrants have a per share exercise price of $7.50, are exercisable on the date of issuance and will expire five years from the date of issuance. The Company does not plan to apply to list the Warrants on the NASDAQ Capital Market, any other national securities exchange or any other nationally recognized trading system. About Precipio Formerly known as Transgenomic, Inc., Precipio, Inc. -- http://www.precipiodx.com/-- has built a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions, and delivering quality diagnostic information to physicians and their patients worldwide. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. Transgenomic reported a net loss available to common stockholders of $8 million on $1.55 million of net sales for the year ended Dec. 31, 2016, compared with a net loss available to common stockholders of $34.27 million on $1.92 million of net sales for the year ended Dec. 31, 2015. As of June 30, 2017, Precipio had $37.01 million in total assets, $17.24 million in total liabilities, and $19.76 million in total stockholders' equity. Marcum LLP, in Hartford, CT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred operating losses and used cash for operating activities for the past several years. This raises substantial doubt about the Company's ability to continue as a going concern. PROFLO INDUSTRIES: Hearing on Cash Collateral Use Set for Nov. 16 ----------------------------------------------------------------- The Hon. Mary Ann Whipple of the U.S. Bankruptcy Court for the Northern District of Ohio has amended the order granting ProFlo Industries, LLC, authority to use on an interim basis, until Nov. 20, 2017, cash collateral in the ordinary course of business consisting of funds on deposit, accounts receivable and fees generated from the business which is subject to interests of secured creditor, The Huntington National Bank. Other than changing the Bank's name from Huntington Bank to The Huntington National Bank, the Court also moved the Nov. 16, 2017, hearing to 10:30 a.m. As of Oct. 8, 2017, the Debtor is authorized, on an interim basis to use cash collateral consisting of and including bank balance, accounts receivable of the estate and gross sales of goods and services, which the Secured Party claims to have a valid and perfected security interest. The Debtor will be required to make adequate protection payments for the use of cash collateral in the amount of the regular monthly payment on the line of credit to Huntington Bank. The Debtor is prohibited from drawing from any line of credit with Huntington Bank, and that said line of credit account can remain frozen by Huntington National Bank, at Huntington Bank's discretion. The amounts and use of cash collateral authorized will not exceed the amounts or differ from the uses as set forth in the budget, and for the time period reflected in this court order. The security interest of the secured party in bank balance, accounts receivable and fees of the Debtor's estate be and the same is extended to all post-petition receivables and gross retail sales created by the Debtor in the operation of the Debtor's business with the same force and effect as said security interest attached to the Debtor's prepetition accounts receivables. Entry of the court order does not in any way preclude or prohibit Huntington Bank, or any other interested party including any committee of unsecured creditors that may be appointed, from raising future objections to this, or any future interim cash collateral orders requested by Debtor, including during any continued hearing for use of cash collateral. A copy of the Order is available at: http://bankrupt.com/misc/ohnb17-33184-42.pdf About ProFlo Industries Headquartered in Alvada, Ohio, ProFlo Industries, LLC, is an Ohio Limited Liability Company engaged in the airline refueling business. The principal customers of the business are multi-national companies providing goods, services and advice in the global aviation industry. ProFlo consists of one shareholder: Terry N. Bosserman who owns 100% of the shares. ProFlo Industries filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 17-33184) on Oct. 8, 2017, estimating its assets at between $500,001 and $1 million and liabilities between $100,001 and $500,000. The petition was signed by Terry N. Bosserman, president. The Debtor is represented by Patricia A. Kovacs, Esq. PUERTO RICO: Oppenheimer, et al., Still Own $4.6 Billion of Bonds ----------------------------------------------------------------- The Mutual Fund Group, which is comprised of certain holders of bonds issued by the Puerto Rico Sales Tax Financing Corporation ("COFINA") and other bonds issued by the Commonwealth of Puerto Rico and its instrumentalities in connection with the Title III cases, on Nov. 7, 2017, submitted a first supplemental verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. On June 26 and June 27, 2014, certain funds managed or advised by OppenheimerFunds, Inc. and Franklin Advisers, Inc., retained Kramer Levin Naftalis & Frankel LLP to challenge as unconstitutional the recently passed and soon to be enacted Puerto Rico Debt Enforcement and Recovery Act. Kramer Levin later became engaged to represent Franklin and Oppenheimer as a group in connection with a potential restructuring of bonds issued by the Commonwealth of Puerto Rico and its instrumentalities. In February 2016, certain funds managed or advised by Santander Asset Management, LLC, joined the Mutual Fund Group in connection with a potential restructuring of the Bonds. The Members hold, or are the investment advisors or managers of funds or accounts that hold, approximately $747 million in aggregate amount of uninsured senior Bonds -- based on their accreted value as of October 31, 2017 -- and approximately $2.1 billion in aggregate amount of uninsured subordinate bonds -- based on their accreted value as of Oct. 31, 2017 -- as of October 31, 2017. The Members also hold, or are the investment advisors or managers of funds or accounts that hold, approximately $1.8 billion in aggregate amount of uninsured bonds issued or guaranteed by the Commonwealth of Puerto Rico. The Members previously disclosed to holding as of Aug. 10, 2017, a total of $759 million in aggregate amount of uninsured senior Bonds, $2.1 billion in aggregate amount of uninsured subordinate bonds, and 1.75 billion in aggregate amount of uninsured bonds issued or guaranteed by the Commonwealth of Puerto Rico. As of Oct. 31, 2017, the address, nature and amount of all disclosable economic interests for each Member are: 1. Franklin Advisers, Inc. One Franklin Parkway, San Mateo, CA 94403 Debtor Economic Interests ------ ------------------ Commonwealth Uninsured: $288,785,000 Insured: $25,500,000 COFINA Sr. Uninsured: $53,825,000 Sr. Insured: $0 Jr. Uninsured: $550,286,000 Jr. Insured: $0 HTA Uninsured: $0 Insured: $0 ERS Uninsured: $0 Insured: $0 PREPA Uninsured: $707,774,516 Insured: $5,000,000 2. OppenheimerFunds, Inc. 350 Linden Oaks, Rochester, NY 14625 Debtor Economic Interests ------ ------------------ Commonwealth Uninsured: $1,532,330,181 Insured: $126,819,775 COFINA Sr. Uninsured: $508,955,000 Sr. Insured: $131,601,930 Jr. Uninsured: $1,277,198,090 Jr. Insured: $0 HTA Uninsured: $249,095,000 Insured: $149,380,000 ERS Uninsured: $0 Insured: $0 PREPA Uninsured: $826,528,283 Insured: $65,870,000 3. Santander Asset Management, LLC GAM Tower, Suite 200 2 Tabonuco Street Guaynabo, PR 06968 Debtor Economic Interests ------ ------------------ Commonwealth Uninsured: $1,500,000 Insured: $1,105,000 COFINA Sr. Uninsured: $184,414,000 Sr. Insured: $36,710,000 Jr. Uninsured: $242,968,000 Jr. Insured: $0 HTA Uninsured: $0 Insured: $6,085,000 ERS Uninsured: $0 Insured: $0 The Mutual Fund Group's attorneys: Manuel Fernandez-Bared, Esq. Linette Figueroa-Torres, Esq. Jane Patricia Van Kirk, Esq. TORO, COLON, MULLET, RIVERA & SIFRE, P.S.C. P.O. Box 195383 San Juan, PR 00919-5383 Tel: (787) 751-8999 Fax: (787) 763-7760 E-mail: mfb@tcmrslaw.com E-mail: lft@tcmrslaw.com E-mail: jvankirk@tcmrslaw.com - and - Thomas Moers Mayer, Esq. Amy Caton, Esq. Philip Bentley, Esq. David E. Blabey, Jr., Esq. Douglas Buckley, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, New York 10036 Tel: (212) 715-9100 Fax: (212) 715-8000 E-mail: tmayer@kramerlevin.com acaton@kramerlevin.com pbentley@kramerlevin.com dblabey@kramerlevin.com dbuckley@kramerlevin.com A copy of the Verified Statement filed Aug. 16, 2017, is available at: http://bankrupt.com/misc/PR_1056_2019_MF_Group.pdf About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., Franklin Advisers, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $3.5 billion in COFINA Bonds and over $2.9 billion in other bonds issued by Puerto Rico and other instrumentalities, including over $1.8 billion of Puerto Rico general obligation bonds ("GO Bonds"). White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC, Monarch Alternative Capital LP, Senator Investment Group LP, and Stone Lion Capital Partners L.P. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed a nine-member Official Committee of Retirees and a seven-member Official Committee of Unsecured Creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. PUERTO RICO: PREPA Bondholders Group Disclose Updated Holdings -------------------------------------------------------------- A first supplemental statement was filed Nov. 7, 2017, pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, by the Ad Hoc Group of PREPA Bondholders, comprised of certain holders of Power Revenue Bonds and Power Revenue Refunding Bonds (collectively, the "Bonds") issued by the Puerto Rico Electric Power Authority ("PREPA") under a trust agreement between PREPA and U.S. Bank National Association, as successor trustee, dated January 1, 1974, as amended and supplemented, in connection with the case ("PREPA Title III Case") commenced by the Debtor on July 2, 2017 under Title III of PROMESA. On or about June 26 and June 27, 2014, certain funds managed or advised by OppenheimerFunds, Inc. and Franklin Advisers, Inc. retained Kramer Levin Naftalis & Frankel LLP to challenge as unconstitutional the recently passed and soon to be enacted Puerto Rico Debt Enforcement and Recovery Act. Over the course of the next two months, certain holders of Bonds, including Franklin and Oppenheimer, contacted and then engaged Kramer Levin to represent a group of holders in connection with a potential restructuring of the Bonds. From time to time thereafter, certain additional holders of the Bonds have joined the Ad Hoc Group. On Aug. 2, 2017, counsel to the Ad Hoc Group submitted the Verified Statement of the Ad Hoc Group of PREPA Bondholders Pursuant to Bankruptcy Rule 2019. Counsel to the Ad Hoc Group submits this First Supplemental Statement to update the disclosable economic interests currently held by the Ad Hoc Group. The Members hold, or are the investment advisors or managers of funds or accounts that hold, approximately $3.06 billion in aggregate principal amount of the uninsured Bonds, and approximately $70.87 million in aggregate principal amount of the insured Bonds, both as of Oct. 31, 2017. In accordance with Bankruptcy Rule 2019, the address, nature and amount of all disclosable economic interests for each Member as of Oct. 31, 2017, are: 1. Angelo, Gordon & Co., L.P., on behalf of funds and/or accounts managed or advised by it. 245 Park Avenue, New York, New York 10167 Debtor Economic Interests ------ ------------------ Commonwealth Uninsured: $165,000 Insured: $0 COFINA Uninsured: $0 Insured: $0 HTA Uninsured: $0 Insured: $0 ERS Uninsured: $0 Insured: $0 PREPA Uninsured: $321,932,716 Insured: $0 2. BlueMountain Capital Management, LLC, on behalf of funds and/or accounts managed or advised by it. 280 Park Ave., 12th Floor Debtor Economic Interests ------ ------------------ PREPA Uninsured: $460,446,744 Insured: $0 3. Franklin Advisers, Inc., on behalf of accounts managed or advised by it. One Franklin Parkway, San Mateo, CA 94403 Debtor Economic Interests ------ ------------------ Commonwealth Uninsured: $288,785,000 Insured: $25,500,000 COFINA Uninsured Sr.: $53,825,000 Uninsured Jr.: $550,286,128 Insured: $0 PREPA Uninsured: $707,774,516 Insured: $5,000,000 4. Knighthead Capital Management, LLC, on behalf of funds and/or accounts managed or advised by it. 1140 Avenue of the Americas, 12th Floor, New York, New York 10036 Debtor Economic Interests ------ ------------------ HTA Uninsured: $3,830,000 Insured: $0 PREPA Uninsured: $257,919,843 Insured: $0 5. Marathon Asset Management, LP, on behalf of funds and/or accounts managed or advised by it. 1 Bryant Park, 38th Floor, New York, New York 10036 Debtor Economic Interests ------ ------------------ Commonwealth Uninsured: $50,000,000 Insured: $0 HTA Uninsured: $5,135,000 Insured: $0 PREPA Uninsured: $448,723,880 Insured: $0 $137,487,499.91 of term loan under ScotiaBank fuel line credit facility 6. OppenheimerFunds, Inc., on behalf of funds and/or accounts managed or advised by it. 350 Linden Oaks, Rochester, NY 14625 Debtor Economic Interests ------ ------------------ Commonwealth Uninsured: $1,532,330,181 Insured: $126,819,775 COFINA Uninsured Sr.: $525,306,552 Uninsured Jr.: $1,317,335,900 Insured Sr.: $135,568,996 HTA Uninsured: $249,095,000 Insured: $149,380,000 PREPA Uninsured: $862,528,283 Insured: $65,870,000 About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., Franklin Advisers, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $3.5 billion in COFINA Bonds and over $2.9 billion in other bonds issued by Puerto Rico and other instrumentalities, including over $1.8 billion of Puerto Rico general obligation bonds ("GO Bonds"). White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC, Monarch Alternative Capital LP, Senator Investment Group LP, and Stone Lion Capital Partners L.P. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed a nine-member Official Committee of Retirees and a seven-member Official Committee of Unsecured Creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. PUERTO RICO: U.S. to Defend Constitutionality of PROMESA -------------------------------------------------------- The United States submitted on Nov. 6, 2017, a notice to advise the U.S. District Court for the District of Puerto Rico that the United States will participate in the U.S. territory's bankruptcy proceedings to defend the constitutionality of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"), Pub. L. No. 114-187, 130 Stat. 549 (2016). Pursuant to the Court's scheduling order, the United States will file its memorandum of law in support of PROMESA's constitutionality on or before Dec. 6. As reported in the Aug. 14, 2017 edition of the TCR, Aurelius Investment, LLC, Aurelius Opportunities Fund, LLC, and Lex Claims, LLC filed documents asking the U.S. District Court for the District of Puerto Rico to dismiss the Commonwealth of Puerto Rico's Title III petition, and grant them relief from the automatic stay. Aurelius, et al. question the constitutionality of the PROMESA on the grounds that the appointment of the Board members of the Fiscal Management and Oversight Board for Puerto Rico violates the Appointments Clause of the U.S. Constitution and the separation of powers. Attorneys for the United States of America: JEAN LIN Special Counsel CESAR A. LOPEZ-MORALES Trial Attorney U.S. Department of Justice, Civil Division Federal Programs Branch 20 Massachusetts Ave., N.W. Washington, D.C. 20530 Tel: (202) 514-3716 Fax: (202) 616-8202 E-mail: Jean.lin@usdoj.gov About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., Franklin Advisers, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $3.5 billion in COFINA Bonds and over $2.9 billion in other bonds issued by Puerto Rico and other instrumentalities, including over $1.8 billion of Puerto Rico general obligation bonds ("GO Bonds"). White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC, Monarch Alternative Capital LP, Senator Investment Group LP, and Stone Lion Capital Partners L.P. QEP RESOURCES: Fitch Rates $500MM Unsecured Notes Due 2026 'BB' --------------------------------------------------------------- Fitch Ratings has assigned a 'BB/RR4' rating to QEP Resources, Inc.'s issuance of $500 million unsecured notes due 2026. Proceeds from the notes will be used to redeem the $134 million 6.80% notes due 2018 and fund tender offers for up to $361 million in principal of their $136 million 6.80% notes due 2020 and $625 million 6.875% notes due 2021. The transaction is expected to lower interest costs and further extend the maturity profile. The notes will rank pari passu with QEP's existing unsecured debt. KEY RATING DRIVERS Repositioning Asset Base, Production Mix: QEP closed on their Pinedale divestiture in September 2017 and their Permian acquisition in October 2017. While the Pinedale divestiture will result in sizeable reductions to production volumes and cash flows, Fitch believes the redeployment of capital towards potentially higher growth and margin Permian acreage and production will be credit-supportive in the medium term. The acquired Permian assets are at a relatively early stage in their development, requiring capital to grow production, but will provide the company with additional scale within the Midland basin (49,100 net acres; 1,900 drilling locations). Fitch expects oil production to continue to increase as a percentage of total production. Modest Production Growth In 2018: The company reported production of 153.5 mboepd for third-quarter 2017. Fitch expects full year production volumes to decline around 4% in 2017 compared to 2016 as a result of the Pinedale divestiture (36.4 mboepd at second-quarter 2017). QEP's Permian acquisitions in 2016 and 2017 provide a growth opportunity contingent on supportive pricing and successful development. Fitch expects a modest increase in production volumes in 2018 as the Permian acreage is developed but anticipates netbacks to materially improve with the growth in higher margin oil production. QEP upsized their 2017 capital budget in July to add an incremental rig in the Permian Basin in July and in the Haynesville in September while also completing additional workovers in the Haynesville. Negative FCF, Improving Metrics Forecasted: Fitch projects QEP will be FCF negative through 2019 as capital spending in the Permian is ramped up likely causing the company to rely on their revolver or additional non-core upstream or midstream asset sales to fund increasing capital expenditures. The loss of production and cash flow from the Pinedale divestiture results in Fitch base case leverage increasing to approximately 2.9x in 2017, but leverage is expected to decrease to around 2.5x in 2018. Adequate 2018 Hedge Program: Assuming mid-single digit 2018 production growth, QEP has approximately 58% of 2018 production hedged with fixed-price swaps as of Sept. 30, 2017. Fitch projects that the company's hedges will provide minimal uplift using Fitch's base case WTI price deck of $50/bbl in 2018. Typically QEP enters into commodity derivative contracts for approximately 50% to 75% of its forecasted annual production by the end of the first quarter of each fiscal year. DERIVATION SUMMARY While QEP has maintained financial and upstream metrics consistent with higher rated peers, Fitch believes that the current stage of their portfolio repositioning efforts, including the current Permian acreage development stage, limits near-term upside for the rating. Following the Pinedale divestiture and Permian acquisition, QEP's production is split with about a third coming from the Williston Basin, a third from the Haynesville Basin and about a third coming from the remainder of the company's properties, including the Permian and Unita Basins. QEP lacks the core acreage and production size and scale that higher rated peers Concho Resources Inc. (BBB-/Stable) has in the Permian Basin and Newfield Exploration Co. (BB+/Positive) has in the Anadarko Basin. However, the company's financial profile, as measured by debt/EBITDA, is generally consistent with higher rated peers. Fitch expects total production to be 146 mboepd in 2017, which is larger than Ultra Petroleum Corp. (BB-/Stable) but smaller than both Concho and Newfield. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- WTI oil price that trends up from $50/barrel in 2017 to a long-term price of $55/barrel; -- Henry Hub gas price that trends up from $3.00/mcf in 2017 to a long-term price of $3.25/mcf; -- Production of approximately 146 mboepd in 2017 followed by a modest increase in 2018 as Permian production is ramped up; -- Capex of $1.1 billion in 2017, followed by increasing capex given supportive pricing signals. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- Increased production size and scale in key production basins; -- Mid-cycle debt/EBITDA at or below 3.0x; -- Debt/flowing barrel under $15,000 and/or debt/1P below $5.00/boe on a sustained basis. A positive rating action would likely be driven by increased size and scale within, as well as successful and credit-conscious development of, the company's Permian acreage. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Material reduction in size and scale without a credible, credit conscious plan to replace production volumes and cash flow; -- Mid-cycle debt/EBITDA at or above 4.0x; -- Mid-cycle debt/flowing barrel above $20,000 and or debt/1P above $7.00/boe; -- Leveraging acquisitions and/or shareholder-friendly actions. LIQUIDITY Adequate Liquidity: Following the closing of the Permian acquisition in October 2017, Fitch estimates that pro forma liquidity is approximately $600 million with $50 million in cash and the ability to incur approximately $550 million in debt under their undrawn $1.8 billion credit facility while remaining in compliance with their covenants. Currently, the credit facility is subject to two covenant tests: a net debt/cap ratio of less than 60% and a net leverage ratio not to exceed 4.25x. Extended Maturity Profile: Pending the completion of the redemption and tender offers, QEP will have extended the maturity profile for their next senior unsecured note to 2021. FULL LIST OF RATING ACTIONS Fitch has assigned the following rating: QEP Resources, Inc. -- Senior unsecured notes 'BB/RR4'. Fitch currently rates QEP as follows: QEP Resources, Inc. -- Long-Term IDR 'BB'; -- Senior unsecured bank facility 'BB/RR4'; -- Senior unsecured notes 'BB/RR4'. The Outlook is Stable. QUADRANT 4: Amended Interim Cash Collateral Order Entered --------------------------------------------------------- The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois has amended its agreed interim order authorizing Quadrant 4 System Corp. and debtor affiliates to use for the period from the week ending Oct. 13, 2017, through and including the week ending Dec. 29, 2017, cash collateral to pay only the ordinary and reasonable expenses of operating its business which are necessary to avoid immediate and irreparable harm. A final hearing on the cash collateral use will be held on Nov. 30, 2017, at 10:30 a.m. Objections to the cash collateral use must be filed by 4:00 p.m. on Nov. 27, 2017. Lender BMO Harris Bank, N.A., and BIP Lender, LLC, consented to the cash collateral use. The Lender is granted valid and perfected replacement security interests in, and liens on, all of the Debtor's right, title and interest in, to and under the collateral, subject and subordinate only to the carve-out and any validly perfected security interest or lien senior to the liens of the Lender on the Petition Date. The Lender is granted an administrative expense claim under Section 507(b) of the U.S. Bankruptcy Code with priority in payment over any and all administrative expenses. BIP is granted valid and perfected replacement security interests in, and liens on all of the Debtor's right, title and interest in, to and under the collateral. The Lender will have the right to credit bid up to the amount of the prepetition loan indebtedness and the post-petition indebtedness as of the date of the bid during any sale of any portion, all, or substantially all of the Debtor's assets to the extent it includes the sale of collateral, including without limitation, sales occurring pursuant to the U.S. Bankruptcy Code Section 363 or included as part of any restructuring plan subject to confirmation under Bankruptcy Code Section 1129(b) (2)(A)(iii). A copy of the Agreed Interim Order is available at: http://bankrupt.com/misc/ilnb17-30724-47.pdf 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. QUADRANT 4: Stratitude Taps Adelman as Legal Counsel ---------------------------------------------------- Stratitude, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Adelman & Gettleman, Ltd. as its legal counsel. The firm will provide legal advice to Stratitude, a wholly owned subsidiary of Quadrant 4 System Corp., regarding its duties under the Bankruptcy Code; negotiate with its creditors; assist in any potential sale of its assets; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Howard Adelman $525 Chad Gettleman $525 Henry Merens $525 Nathan Rugg $475 Steven Chaiken $425 Erich Buck $425 Alexander Brougham $325 Nicholas Dwayne $295 Paralegals $115 Nathan Rugg, Esq., disclosed in a court filing that he and other members of Adelman do not represent any interest adverse to the Debtor and its estate. Adelman can be reached through: Nathan Q. Rugg, Esq. Adelman & Gettleman, Ltd. 53 W. Jackson Blvd., Suite 1050 Chicago, IL 60604 Tel: 312 435-1050 Email: nrugg@ag-ltd.com Email: nqr@ag-ltd.com About Quadrant 4 System Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/-- sells IT products and services. Its revenues are primarily generated from the placement of staffing or solution consultants, and the sale and licensing of its proprietary cloud-based Software as a Service (SaaS) systems, as well as a wide range of technology oriented services and solutions. The company's principal executive offices are located in Schaumburg Illinois. It also operates its business from various offices located in Naples, Florida; Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury, New Jersey; Pleasanton, California; and Ann Arbor, Michigan. Quadrant 4 is the 100% owner of the issued and outstanding common stock of Stratitude, Inc., a California corporation, which it acquired on or about Nov. 3, 2016. Concurrently with the Stratitude Acquisition, Stratitude acquired certain of the assets of Agama Solutions, Inc., a California corporation. Both Stratitude and Agama are located in Pleasanton and Fremont, California and are engaged in the IT business. Quadrant 4 disclosed total assets of $47.05 million and total liabilities of $31.39 million as of Sept. 30, 2016. Quadrant 4 filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-19689) on June 29, 2017. CEO Robert H. Steele signed the petition. On October 13, 2017, Stratitude, Inc. filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-30724). The case is jointly administered with that of Quadrant 4. The Chapter 11 cases are assigned to Judge Jack B. Schmetterer. 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. 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. The Debtor hired Silverman Consulting Inc. as financial consultant, and Livingstone Partners, LLC, as investment banker. On July 10, 2017, an official committee of unsecured creditors was appointed in the Debtor's case. The committee hired Sugar Felsenthal Grais & Hammer LLP as its legal counsel, and Amherst Partners, LLC as its financial advisor. REDIGI INC: Creditors' Bid for Appointment of Ch. 11 Trustee Denied ------------------------------------------------------------------- In the bankruptcy case of ReDigi, Inc., the Hon. Paul G. Hyman, Jr. of the U.S. Bankruptcy Court for the Southern District of Florida, has entered an order denying: (a) The U.S. Trustee's Motion to Dismiss or Convert; (b) The Motion of Capitol Records, LLC, Capitol Christian Music Group, Inc. and Virgin Records IR Holdings, Inc. to Convert Case to Chapter 7, or Alternatively, to Appoint Chapter 11 Trustee; (c) The Motion of U.S. Trustee to Convert the Case to a Case Under Chapter 7 or for the Appointment of a Chapter 11 Trustee; and (d) The Expedited Motion of Capitol Records, LLC, et al. (i) to Appoint Chapter 11 Trustee for Cause or to Convert Case to Chapter 7 and (ii) to Vacate Mediation Order. Judge Hyman further ordered that: (a) John Mark Ossenmacher will have resigned from his position as the Debtor's President, and the Debtor will file documents evidencing the same; (b) The Debtor is required to file monthly operating reports amending all monthly operating reports it has filed in this case since inception to correct for all accounting discrepancies addressed by the U.S. Trustee in his motion to convert, including the failure to attach supporting bank statements; and (c) The Debtor is directed to: (i) file a Federal Rule of Bankruptcy 2016(b) disclosure; and (ii) file an application to employ such professional under 11 U.S.C. Section 327, as to each professional who performed work for the Debtor post-petition. Once the U.S. Court of Appeals for the Second Circuit issues its ruling in Case No. 16-2321, the Debtor and Capitol will immediately file a joint motion requesting a status conference in this Bankruptcy Case. In the event that the Second Circuit affirms the judgment of the U.S. District Court, the Bankruptcy Court will find cause to appoint a chapter 11 trustee and will, at or following the status conference, appoint a chapter 11 trustee in the estate of the Debtor. However, if the Second Circuit reverses the judgment of the U.S. District Court, the Bankruptcy Court will, at or following the status conference, enter an order requiring the Debtor to file, within sixty days: (a) a new plan of reorganization; and (b) a new accompanying disclosure statement with exhibits evidencing firm funding commitments to demonstrate plan feasibility. About ReDigi Inc. ReDigi Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-20809) on Aug. 3, 2016, and is represented by Craig I Kelley, Esq., of Kelley & Fulton, PL, in West Palm Beach, Florida. The petition was signed by John Mark Ossenmacher, CEO. At the time of the filing, the Debtor had $250 in total assets and $6,590,000 in total liabilities. The Debtor employed Baker & Hostetler LLP as special counsel. An official committee of unsecured creditors has not been appointed in the Debtor's Chapter 11 case. RESEARCH NOW: Moody's Rates New $790MM 1st Lien Loans 'B1' ---------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Research Now Group, Inc. (New) and Survey Sampling International, LLC's proposed $790 million first lien bank credit facilities and a Caa1 to both legal entities proposed $250 million second lien term loan. At the same time, Moody's also assigned a B2 Corporate Family Rating (CFR) and a B2-PD Probability of Default Rating (PDR). The rating outlook is stable. The ratings are being assigned as a part of the merger of Research Now Group, Inc. and WWC Holdings Corp (an indirect parent company of Survey Sampling International, LLC). Proceeds from the $700 million first lien term loan and $250 million second lien term loan will be used to pay about a $190 million dividend to the financial sponsor owners (Court Square Capital Partners and HGGC) at the time of the merger and to repay all existing debt at Research Now and WWC Holdings Corp. Research Now Group, Inc. (New) and Survey Sampling International, LLC will be co-borrowers under the proposed debt facilities. For purposes of the credit discussion, Moody's will refer to Research Now Group, Inc., Survey Sampling International, LLC, their indirect parent company, New Insight Holdings Corp., and their subsidiaries collectively as "Research Now (New)". The following ratings were assigned: Issuer: Research Now Group, Inc. (New) Corporate Family Rating at B2 Probability of Default Rating at B2-PD Outlook at Stable Issuers: Research Now Group, Inc. (New) and Survey Sampling International, LLC $90 million senior secured first lien revolving credit facility due 2022 at B1 (LGD3) $700 million senior secured first lien term loan due 2024 at B1 (LGD3) $250 million senior secured second lien term loan due 2025 at Caa1 (LGD5) The ratings assigned are subject to receipt and review of the final documentation upon closing of the transaction. The following ratings remain unchanged and will be withdrawn upon the close of the transaction and the repayment in full of the existing bank credit facilities: Issuer: Research Now Group, Inc. Corporate Family Rating at B2 Probability of Default Rating at B2-PD $40 million senior secured revolving credit facility due 2021 at Ba3 (LGD3) $265 million senior secured first lien term loan B due 2021 at Ba3 (LGD3) $135 million senior secured second lien term loan due 2022 at Caa1 (LGD6) Outlook at Stable Issuer: WWC Holdings Corp. Corporate Family Rating at B2 Probability of Default Rating at B2-PD Outlook at Stable Issuers: WWC Holdings Corp. and SSI/Opinionology Newco LLC $23 million senior secured revolving credit facility due 2019 at B1 (LGD3) $278 million senior secured first lien term loan due 2020 at B1 (LGD3) $95 million senior secured second lien term loan due 2021 at Caa1 (LGD5) RATINGS RATIONALE Research Now (New)'s B2 CFR is constrained by its elevated financial risk associated with its high leverage and financial sponsor ownership. Pro forma for the merger and the debt financed dividend, debt to EBITDA is expected to peak at 7.3x at December 31, 2017 before falling to around 6.0x by the end of 2018 largely driven by earnings growth from cost synergies and a peak election cycle year. The rating is also constrained by Moody's expectation for stagnant revenue growth in 2018, outside the impact of the political polling cycle, as it will take time to realign the salesforce following the merger and pricing pressures remains a concern for Moody's as most corporations continue to manage their cost structures. Although the merger will double its revenue base, Research Now (New) revenue remains small and the combined company will remain exposed to customer concentration. However, Research Now(New) benefits from its strong competitive position in its narrow niche market. Moody's believes that Research Now (New) has a clear competitive advantage from its' difficult to replicate, sizable pool of survey panelists (about 29 million). Research Now (New)'s credit profile also benefits from its strong combined EBITA margins of 17% and a very good liquidity profile. The stable outlook acknowledges that Moody's believes Research Now (New) will be able to realize a sizable level of cost synergies in 2018 that supports debt to EBITDA falling to 6.0 times and an improvement in EBITA to interest expense to 1.9x. It also reflects that Research Now (New)'s very good liquidity profile. Ratings could be upgraded should Research Now (New) successfully integrate the two companies including achieving its targeted level of cost synergies. A ratings upgrade would also require a track record of consistent revenue and earnings growth and financial policies supporting debt to EBITDA sustained below 4.5x and EBITA to interest expense above 2.25 times. Lastly, a ratings upgrade would require Research Now (New) to maintain a good liquidity profile. Ratings could be downgraded should the merger integration not go smoothly and the combined entity be unable to achieve the expected level of cost synergies. Ratings could also be downgraded should operating performance decline, should liquidity weaken, or should financial policies become more aggressive. Quantitatively, ratings could be downgraded should debt to EBITDA be sustained above 6.5x or EBITA to interest expense fall below 1.25x. Research Now Group, Inc., based in Plano, TX, and Survey Sampling International, LLC, based in Shelton, CT, are the global leaders in data collection through online mobile, and offline surveys used by market research firms, consulting firms, and corporate customers. Following the merger, Court Square Capital Partners and HGGC will own New Insight Holdings, a newly created indirect holding company of Research Now and Survey Sampling. Combined revenues are about $581 million for the twelve months ended June 30, 2017. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ROYAL T ENERGY: Wants to Use IRS's Cash Collateral -------------------------------------------------- Royal T Energy, LLC, asks for permission from the U.S. Bankruptcy Court for the Northern District of Texas to use cash to fund critical ongoing business operations. Upon information and belief, the Internal Revenue Service asserts an interest in certain of the Debtor's assets, including assets which may constitute cash collateral. The Debtor is not aware of any additional creditor who holds a lien on cash collateral. According to the Debtor, the use of cash collateral will ensure that the Debtor can maintain payroll, general and administrative expenses, payment arrangements with vendors and maintenance personal, and provide sufficient working capital for normal business operations. It is critical, however, that the Debtor obtain the use of cash collateral to ensure continued operations in the normal course of business and timely payment of post-petition obligations, including payroll, utilities and other operating expenses as set forth in the budget. The Debtor warns the Court that any interruption of the Debtor's cash flow would severely and irreparably harm the Debtor's operations and the value of the Debtor's estate. The Debtor must have access to its cash to continue to generate revenue from its operations. The Debtor's cash position is such that without the continuing use of its cash, it cannot meet any of its operating expenses, and would have to cease operations. However, the proposed use of any cash collateral of the IRS will provide sufficient working capital to place the Debtor in a position to meet all operating expenses on a timely basis. The Debtor anticipates that approval of the use of cash collateral, which is critical to the continuation of the Debtor's efforts, will stabilize and maintain the Debtor's operations, provide tangible reassurance to post-petition suppliers and customers, and preserve the going concern value of the Debtor's assets and operations for the benefit of all interest parties. The Debtor is willing to adequately protect the IRS's interest in cash collateral by providing the IRS with a replacement lien in its prepetition collateral, to the extent that the use of the cash collateral results in a decrease in the value of its interest in property. A copy of the Debtor's request is available at: http://bankrupt.com/misc/txeb17-42386-4.pdf About Royal T Energy Headquartered in Sherman, Texas, Royal T Energy, LLC, is a privately owned company that provides petroleum haulage services. It operates an oilfield services company, consisting largely of hauling and disposal of materials related to the hydraulic fracturing industry. The Debtor's operations are conducted primarily in the Permian Basin, near Pecos, Texas. Royal T Energy filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 17-42386) on Nov. 1, 2017, estimating its assets at up to $50,000 and its liabilities at between $10 million and $50 million. The petition was signed by James Alexander, member-manager. Judge Brenda T. Rhoades presides over the case. Nathan M Johnson, Esq., at Spector & Johnson, PLLC, serves as the Debtor's bankruptcy counsel. RUPARI HOLDINGS: Plan Confirmation Hearing Set for December 14 -------------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware will hold a hearing on Dec. 14, 2017, 1:30 p.m. (prevailing Eastern time), at 824 North Market Street, 5th Floor, Wilmington, Delaware, to confirm the Chapter 11 plans of liquidation filed by Rupari Holding Corp. and its debtor-affiliates, and the Official Committee of Unsecured Creditors. Objections to the confirmation of the Debtors' plan, if any, must be filed no later than Dec. 7, 2017, at 4:00 p.m. (prevailing Eastern time). Deadline to vote on the Debtors' plan is Dec. 1, 2017, at 5:00 p.m. (prevailing Eastern time). As reported by the Troubled Company Reporter on Oct. 27, 2017, the Debtors and Committee filed with the U.S. Bankruptcy Court for the District of Delaware joint combined disclosure statements and Chapter 11 plans of liquidation dated Oct. 16, 2017. Class 3B General Unsecured Claims are impaired by the Plan. Holders will recover at least 8%. After satisfaction in full of all senior claims, in full and final satisfaction, settlement, and release of each Allowed General Unsecured Claim, each holder of an Allowed General Unsecured Claim will receive on account of Allowed General Unsecured Claim the holder's pro rata share of the beneficial interest in the Rupari Food Liquidating Trust and, as a Beneficiary of the Rupari Food Liquidating Trust, will receive, on a distribution date, its pro rata share of net cash derived from the Rupari Food Liquidating Trust Assets available for Distribution as provided under this Combined Plan and Disclosure Statement and Rupari Food Liquidating Trust Agreement, until all Allowed General Unsecured Claims in Class 3B are paid in full or the Rupari Food Liquidating Trust Assets are exhausted; provided, however, that all distributions to holders of Allowed General Unsecured Claims shall be subject to the Rupari Food Liquidating Trustee first paying in full all Rupari Food Liquidating Trust Operating Expenses and reserving in the Rupari Food Liquidating Trust Operating Reserve for Rupari Food Liquidating Trust Operating Expenses as reasonable and appropriate. Class 3A General Unsecured Claims are impaired by the Plan. Holders will recover 0%. Rupari Holding has no assets. Therefore, holders of Allowed General Unsecured Claims against Rupari Holding will receive no Distribution under the Plan; provided, however, that in the event that the Liquidating Trust holds any Liquidating Trust Assets following the payment of all senior claims and the Liquidating Trust Operating Expenses, holders of Allowed General Unsecured Claims in Class 3B will receive a pro rata distribution from any remaining Liquidating Trust Assets. Payments required under the Plan will be funded from (a) cash held by the Debtors as of the Effective Date, (b) the plan contribution payments on the Effective Date, (c) net proceeds of avoidance actions, and (d) net recoveries resulting from the prosecution of other estate claims and Causes of Action. The Plan Contribution Payments will constitute the following payments from WPP and Danish Crown in exchange for full mutual general releases of all claims, rights, and other actions that could be asserted by the parties: (1) payment in the amount of $700,000 by WPP and (2) payment of $300,000 by Danish Crown. Danish Crown will have an allowed Class 3 Claim in the amount of $2,463,312.07 and an Allowed Administrative Expense Claim in the amount of $3,894. Rupari Bridge Company will have an allowed Class 3A Claim and a Class 3B Claim, but will agree in the Plan to waive any right to distribution on account of the claim. To the extent not paid in full in cash on the Effective Date, reserves for payment of claims not yet allowed and for Disputed Claims will be funded on the Effective Date and, in the case of Professional Fee Administrative Expense Claims, held by Liquidation Trustee until the claims are approved, and authorized to be paid, by the Court. On the Effective Date, the Debtors and the Debtors' Estates will transfer the Liquidating Trust Assets to the Liquidating Trust to be utilized, administered, and distributed by the Liquidating Trustee in accordance with the terms and conditions of this Combined Plan and Disclosure Statement, the Plan Confirmation Order and the Liquidating Trust Agreement. This Combined Plan and Disclosure Statement contemplates the creation of a Liquidating Trust from which, under the terms of this Combined Plan and Disclosure Statement and the Liquidating Trust Agreement, Distributions will be made for the benefit of holders of various allowed claims. The Plan does not provide for the substantive consolidation of the Estates of Rupari Food and Rupari Holding. Each Estate will be separately administered in accordance with the terms of the Plan. This Plan is, in large part, premised on the settlement reached in the Plan Term Sheet, which in turn, is embodied in this Plan. The Debtors, through their advisors, and at the direction of the Independent Director and Chief Restructuring Officer/Chief Financial Officer entered into negotiations with WPP, the Creditors' Committee, and Danish Crown prior to the filing of this Combined Plan and Disclosure Statement. The Plan Term Sheet provides that WPP and Danish Crown will make these Plan Contribution Payments: (1) payment in the amount of $700,000 by WPP, and (2) payment of $300,000 by Danish Crown. In addition, WPP shall waive all Claims against the Estates and shall receive no distribution on account of its Claims, and Danish Crown will receive an Allowed Class 3 Claim in the amount of $2,463,312.07 and an Allowed Administrative Expense Claim in the amount of $3,894. Rupari Bridge Company will have an allowed Class 3A Claim and a Class 3B Claim, but will agree in the Plan to waive any right to distribution on account of the claim. A copy of the Joint Disclosure Statement and Plan is available at: http://bankrupt.com/misc/deb17-10793-532.pdf About Rupari Holding Corp. Established in 1978, Rupari -- http://www.rupari.com/-- is a culinary supplier of sauced and unsauced ribs, barbeque pork, and BBQ chicken. Since 1978, Rupari Foods has been producing and distributing the finest, restaurant-quality, pre-cooked, sauced, bone-in proteins, and related barbeque products. The Company offers a full line of meats under the Rupari brand name, as well as a variety of products under the retail names of Tony Roma's and Butcher's Prime. The Company's products are available at large and mid-sized retailers throughout the United States and Canada. Rupari Holding Corp. and its affiliate Rupari Food Services, Inc., filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10793 and 17-10794, respectively) on April 10, 2017. The petitions were signed by signed by Jack Kelly, CEO. At the time of filing, the Debtors each estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The cases are assigned to Judge Kevin J. Carey. R. Craig Martin, Esq., Maris J. Kandestin, Esq., Richard A. Chesley, Esq., and John K. Lyons, Esq., at DLA Piper LLP (US) are serving as counsel to the Debtors. Kinetic Advisors LLC is the financial advisor. Donlin, Recano & Co., Inc., is the claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, on April 20, 2017, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Rupari Holding Corp. The Committee tapped Lowenstein Sandler LLP as lead bankruptcy counsel, Whiteford Taylor & Preston LLC, as Delaware counsel, and CohnReznick LLP and CohnReznick Capital Market Securities, LLC, as its financial advisor and investment banker. S&R SNUBBING: Taps Robl Law Group as Legal Counsel -------------------------------------------------- S&R Snubbing, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Robl Law Group, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm will charge an hourly fee of $350 for the services of its partners, $250 for associates and of counsel attorneys, and $150 for paralegals. Michael Robl, Esq., the attorney expected to handle the case, will charge $350 per hour. The firm received a pre-bankruptcy retainer in the sum of $10,000, including $1,717 for the filing fee. Mr. Robl disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Robl Law Group can be reached through: Michael D. Robl, Esq. 3754 Lavista Road, Suite 250 Tucker, GA 30084 Tel: (404) 373-5153 Fax: (404) 537-1761 Email: michael@roblgroup.com About S&R Snubbing LLC S&R Snubbing, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-69002) on November 1, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $500,000. SAC DEVELOPMENT: Pace Buying Alpaugh Agricultural Land for $3M -------------------------------------------------------------- SAC Development, Inc., asks the U.S. Bankruptcy Court for the Eastern District of California to authorize the sale of real property commonly known as 0000 Avenue 56, Alpaugh, California, or (20) APNS 311-310-001, 311-310-002, 311-310-003, 311-310-004, 311-310-005, 311-310-006, 311-310-011, 311-310-012, 310-320-004, 310-320-006, 310-320-007, 310-320-008, 310-320-009, 310-320-010, 311-340-001, 311-340-2 f 002, 311-340-003, 311-340-004, 311-340-013, 311-340-014 and consisting of approximately 538 acres of agricultural land, other than in the ordinary course of business, to Milton Pace or assignee for $3,000,000, subject to overbid at the hearing. A hearing on the Motion is set for Nov. 30, 2017 at 9:30 a.m. The Property is vacant agricultural land and title is held in the Debtor's name. It was scheduled in the Debtor's bankruptcy with a value of $4,400,000. Consistent with his duties, on Sept. 28, 2017 (but re-signed Oct. 17, 15 2017), the Debtor executed a listing agreement with MD Graham & Associates and its real estate agent, Jason Castle, and the Property has been marketed through MD Graham. The initial listing price for the Property was $4,400,000. In response to marketing efforts, the Debtor received an offer for the Property. As set forth in the Declaration of Jason Castle in support of the sale, $3,000,000 is a consistent with comparable sales prices for similar properties in the area. On Oct. 18, 2017, the Debtor countersigned the offer from the Buyer for $3,000,000 for the Property. The principal terms of the Vacant Land Purchase Agreement are: a. Total purchase price: $3,000,000, subject to overbid at the hearing b. Closing: Nov. 22, 2017 or seven days following Court approval c. Deposit: $50,000 The Property is subject to a first deed of trust in favor of Frank Zabaleta in the approximate amount of $675,474. The Property is also subject to a second deed of trust in favor of MMN Farm Management, LLC in the approximate amount of $453,000. The Debtor has made repeated requests to MMN for both the current amount of its claim as well as a break down for that claim. MMN has failed to provide that information despite repeated requests since nearly the beginning of the case. To that end, in the event of a dispute regarding the amount of MMN’s claim against the Property, the Debtor asks that the Court orders the disputed amount be held either by the title company or in a blocked account maintained by the Debtor and that the disputed amount only be released upon further Court order. The sale is subject to higher and better bids at the time of the hearing on the Motion. The Buyer is aware that the sale is subject to higher and better bids at the time of the hearing on the Motion. The salient terms of the overbid procedures are: a. Deposit: Within 72 hours prior to the sale hearing, a party must provide to the Debtor's counsel certified funds in the amount of $50,000 made payable to First American Title. In the event of a successful overbid, that $50,000 deposit will become non-refundable. Any unsuccessful bidder's deposit will be returned at the conclusion of the sale motion hearing. b. First Overbid: $3,100,000 c. Bid Increments: $100,000 d. Broker's Commission: 4% of the purchase price. In the event that the Property is sold on an overbid to a buyer not procured by the Broker, the Broker will nonetheless be entitled to receive a brokerage fee equal to 50% of the allowed commission. In the event the Property is sold on an overbid to a buyer represented by a broker other than the Broker employed by the estate, the other broker will receive a brokerage fee equal to 50% of the allowed commission. In the event that the Property is sold to a buyer procured by the Broker, the Broker will be entitled to a total commission of 3% of the purchase price. The Debtor asks authority, through the escrow holder, to pay all costs, commissions, consensual liens, and taxes, directly from escrow. The Debtor asks for a waiver of the 14-day stay period in order for the Buyer, or successful overbidder, to more quickly close the sale. About SAC Development SAC Development, Inc., based in Fresno, CA, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-12857) on July 26, 2017. In its petition, the Debtor estimated $1 million to $10 million in assets and liabilities. The petition was signed by Shabbir A. Chaudhry, its president. The Hon. Rene Lastreto II presides over the case. Justin D. Harris, Esq., at Harris Law Firm, PC, serves as bankruptcy counsel. SPECTRUM ALLIANCE: Selling for $5.5M Cash, Assumption of $61M Debt ------------------------------------------------------------------ Spectrum Alliance, LP, asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize bidding procedures in connection with the sale of its five property portfolio partnerships and any general partnership interest associated, to QuickLiquidity, LLC for $5,500,000 in cash and the assumption of the debt in the amount of $60,771,000, subject to higher or better offers. The Debtor is a Pennsylvania limited partnership, with each of its properties separately owned by a limited liability company or limited partnership in accordance with institutional financing requirements. Ownership interests in the Debtor are structured as limited partnership interests, denominated in "Units." The Debtor owns all or a portion of various subsidiary entities that hold real estate. The entities income-producing entities owned by the Debtor are: a. Cedar Hill Shopping Center: VSC-EE, LLC owns Units 2A, 2B, 3 and 4 and VSC-5, LLC owns Unit 5 in the Cedar Hill Shopping Center Condominium in Voorhees Township, Camden County, New Jersey. The property is a retail power center comprised of nearly 400,000 rentable square feet (approximately 360,000 constructed, with additional development pending). Shem Creek Cedar Hill, LLC has a first lien on Units 2A, 2B, 3 and 4. MAREIF has a first lien on Unit 5. b. Hillcrest Shopping Center: HC Spectrum Partners, LP owns a 78.38% tenant-in-common interest in this approximately 133,797 square foot community shopping center located in the Borough of Lansdale, Montgomery County, Pennsylvania. Malvern Federal Savings Bank has a first lien on the property. c. Towamencin Corporate Center: CB Spectrum Partners, LP owns this approximately 77,000 square foot, three-story office building and a 550 car parking garage located at 1690 Sumneytown Pike, Kulpsville, Montgomery County, Pennsylvania, also known as Unit 4 in the Kulpsville Business Campus, a Condominium. The Debtor owns a 51.1% limited partnership interest in CB and 1690 Partners, LLC owns a 48.9% limited partnership interest in CB. d. Mount Laurel Corporate Center: ML Spectrum Partners DE, LLC owns a 33.39% tenant-in-common interest in an approximately 87,01 1 square foot office building located at the intersection of Route 73 and Howard Boulevard in Mount Laurel, Burlington County, New Jersey. Wells Fargo Commercial Mortgage Servicing services the first lien CMBS loan on the property. e. Gwynedd Corporate Center: GCC Building Associates, LP owns a 75.03% tenant-in-common interest in Buildings 1 and 2, and 100% of Building 3, in this three-building, approximately 122,803 square foot office complex located on PA Route 63 (Welsh Road) in North Wales, Montgomery County, Pemisylvania. The property is formed as a condominium known as the Gwynedd Corporate Center, a Condominium. Shem Creek GCC, LLC has a first lien on each of the condominium units comprising the property. The Debtor also owns all or a portion of four entities that own title to undeveloped land assets as follows: a. Lehighton: Spectrum 209 Partners, LP owns approximately 9.3 acres of undeveloped land in Carbon County, Pennsylvania. Harleysville National Bank has a first mortgage on this property. b. Hawthorne Court: Hawthorne CourtAssociates, LP owns two condominium units on this approximately 13 acre parcel of undeveloped land in North Wales, Montgomery County, Pennsylvania. Wohlsen Construction holds a first lien on the condominium units and appurtenances owned by the Debtor. c. Cedar Lake: MVI Spectrum Partners, LLC owns approximately 10 acres of undeveloped land in Voorhees, Camden County, New Jersey. MAREIF holds a first mortgage on this land. Luciano DiVentura has a preferred equity interest in MVI Spectrum Partners, LLC. d. Pond Building: PB Spectrum Partners, LP owns an approximately 2.23 acre tract (also known as Unit 6 of the Kulpsville Business Campus, a Condominium) in Kulpsville, Montgomery County, Pennsylvania. The International Union of Operating Engineers of Eastern Pennsylvania and Delaware Pension Fund holds a $10,000,000 preferred equity position in PB Spectrum Partners, LP and has executed on a pledge of the Debtor's Limited Partnership interest in PB Spectrum Partners, LP. Griffin Financial Group, LLC prepared analyses of both the Debtor's stabilized and developed portfolios for a possible sale or refinancing scenario. From January 2017 to May 2017, the Debtor and Griffin Financial populated a data room, approached approximately 285 potential lenders and investors, and provided access to approximately 30 entities upon the execution of a confidentiality agreement. At this time in March 2017, the Debtor's projected cash flow showed a deficit in August 2017 and the need for a sale, borrowing, or other cash infusion at that time. While it hoped to file for bankruptcy protection in March 2017, the Debtor was unable to acquire the requisite approvals from its limited partners until June 19, 2017. The Debtor, upon the filing of its bankruptcy proceeding, prepared and circulated a Plan of Reorganization incorporating the terms of the pre-petition, previously circulated, plan negotiated with the ad hoc committees. It also sought proposals for financing to meet its cash flow requirements in July 2017. At this time, Griffin Financial solicited potential lenders from a list of more than 100 prospective sources. The DIP Lender provided one financing proposal. Upon information and belief, the Debtor avers the Committee also sought alternative financing proposals at this time. Ultimately, the DIP Financing from the DIP Lender was approved and the DIP Loan closed in August 2017. Through its efforts, the Debtor secured a Letter of Intent to purchase the "Spectrum 5 Building Portfolio Limited Partnerships," Spectrum Alliance's five property portfolio partnerships and any general partnership interest associated therewith, specifically all of Spectrum Alliance's limited partnership interests in (i) VSC-EE, LLC, VSC-5, LLC, (ii) HC Spectrum Partners, LP, (iii) CB Spectrum Partners, LP, (iv) ML Spectrum Partners DE, LLC and (v) GCC Building Associates, LP, along with their respective General Partnership interest in (i) SAS-CB, LLC, (ii) Spectrum Alliance Services GCC, LLC, (iii) SAS-HC, LLC, (iv) ML Spectrum Partners, LLC and Spectrum Alliance Services ML, LLC and (v) SAS-EE, LLC; MVI Spectrum Partners, LLC, along with its respective General Partnership and Managing Member interest in that entity; the Debtor's profit sharing and development rights in the CSC Project to be identified. This will also include all fixtures, furniture, computers, records, files, websites, approvals, permits plans and all personal property of any nature or kind, except fund level cash for Spectrum Alliance, L.P. The Property will include all claims that Seller or its General Partner may have against all related tenants in common or other members, partners or owners, for money owed for unpaid capital calls or capital contributions from other limited partners of companies in the Stabilized Portfolio. The Buyer will also assume the existing liabilities in the approximate amount of $60, 77l,000 currently existing within VSC-EE, LLC, HC Spectrum Partners, LP, CB Spectrum Partners, LP, ML Spectrum Partners DE, LLC, and GCC Building Associates, LP. The Letter of Intent was negotiated at arm's-length by the Debtor and the Buyer, including the purchase price of $5,500,000 in cash and the assumption of the debt in the amount of $60,771,000. A formal agreement of sale will be executed prior to the hearing on the Debtor's proposed bid procedures. The Closing under the sale may be as early as the Sale Hearing but no later than Dec. 31, 2017. A copy of the LOI attached to the Motion is available for free at: http://bankrupt.com/misc/Spectrum_Alliance_154_Sales.pdf The Buyer is affiliated with the DIP Lender and also affiliated with the 49% limited partner in CB Spectrum Partners, LP. The Buyer has reserved all of its rights to work with or hire members of the Debtor's current management team if it is the successful bidder. There are no current agreements, understandings, or arrangements, formal or informal, oral or written, promising any such transaction or future employment. The Debtor intends to negotiate and finalize a sale agreement prior to the Bid Procedures Hearing requested and submit the same for approval. The Debtor will file a Plan setting forth the manner and amount of the distribution of the sale proceeds to its creditors. The Debtor also asks to sell the Property subject to higher and better offers. Accordingly, it asks authority to continue to market the Property and solicit bids pursuant to the Bidding Procedures) in order to entertain higher and better offers and confirm the highest and best offer at the Sale Hearing. Any party, who complies with the bidding procedures, wishing to submit a higher or better offer for the Property, may do so at the time of the hearing on the Motion. As of the date of the filing of the Motion, the Debtor is unaware of other potential bidders for the Assets other than those parties who have signed Confidentiality Agreements and participated in due diligence, and, therefore, will entertain all bids it receives pursuant to the Bid Procedures Order. The salient terms of the Bidding Procedures are: a. Bid Deadline: No later than 5:00 p.m. at least 24 hours prior to the Sale Hearing b. Minimum Bid: $5,950,000 c. Deposit: $750,000 plus proof of ability to assume the $60,000,000 in first mortgage debt d. Bid Increments: $250,000 e. The Property is being conveyed "as is." f. Bid Protection: (i) Break-Up Fee - $175,000 and (ii) Expense Reimbursement - $125,000, or .45% of the total amount of consideration of $66,271,000 g. Closing: The Closing may occur as early as the day of the Sale Hearing and must occur no later than Dec. 31, 2017. In the interest of attracting the best offers, the Sale of the Property will be free and clear of any and all liens, claims, and encumbrances. The Debtor seeks the entry of three orders by the Court: (i) an order establishing an expedited hearing within 7 to 10 days on bidding procedures and a sale hearing on or before Nov. 30, 2017; (ii) an order to be entered outlining the procedure for entertaining higher and better offers at the Sale Hearing; and (iii) an order to be entered at the Sale Hearing approving the sale of the Property free and clear of liens, claims, encumbrances and interests. The Debtor and the Committee support the request for expedited hearings. Given the concerns it has regarding a restructuring plan and the ability of the Buyer to close quickly, the Debtor submits the offer from the Buyer and outlined in the Letter of Intent is the best offer available to it as a result of the foregoing marketing process. Continued marketing and sales efforts prior to the Sale Hearing will determine if there are any other potential bidders. Accordingly, it asks the Court to approve the relief sought. The Debtor further asks a waiver of the stay as provided under Rule 6004(b) to allow for a closing within the 14-day period referenced in Rule 6004(h). About Spectrum Alliance LP Based in North Wales, Pennsylvania, Spectrum Alliance LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 17-14250) on June 20, 2017. James R. Wrigley, its president, signed the petition. At the time of the filing, the Debtor estimated its assets and debt at $50 million to $100 million. Judge Jean K. FitzSimon presides over the case. Jennifer E. Cranston, Esq., at Ciardi Ciardi & Astin, P.C., represents the Debtor as bankruptcy counsel. The Debtor tapped Migelouche LLC, as financial advisor. The Office of the U.S. Trustee has appointed an official committee of unsecured creditors. The Creditors Committee retained Duane Morris LLP as counsel. The U.S. Trustee has appointed an Official Committee of Equity Security Holders, which has engaged Murphy & King as its counsel. On Aug. 4, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. Commencing in September 2016, the Debtor retained Griffin Financial Group, LLC, to assist with a refinancing or sale of its assets. SPECTRUM HEALTHCARE: PCO Reports Torrington Closed Since Sept. 29 ----------------------------------------------------------------- Nancy Shaffer, the patient care ombudsman for Spectrum Health Care LLC and affiliates, filed with the U.S. Bankruptcy Court for the District of Connecticut a report regarding the quality of patient care provided by Spectrum Healthcare Derby, LLC, Spectrum Healthcare Hartford, Spectrum Healthcare Manchester, and Spectrum Healthcare Torrington to their residents. The PCO reports that the Torrington home closed effective September 29, 2017. Throughout the closure process, Regional Ombudsman Patricia Calderone continued to meet with residents and facilitate their wishes for transfer to other settings. All residents were safely discharged. The PCO observes that the census at Spectrum Derby was 117/120 at last visit on September 26, 2017. This reflects some fluctuations in the census over the past seven months: a low of 96 in July, 2017, and a high of 117 in March, 2017. The PCO reports that the temporary nursing home administrator, Mr. Chaim Scher, took this position in mid-July, 2017. Some other staff changes include the former Torrington Spectrum home's social worker is now the full-time social worker at the Derby home and a new director of nursing started in September, 2017. There are no physical plant issues observed or reported at the Spectrum home in Derby. The medical supply room and food storage room appear well-stocked. The Hartford home, Park Place, remains in receivership under Mr. Jonathan Nagle. There is a new administrator since last report to the Court as well as a new social worker as a result of resignations in both of these positions, while all other major staff members remain in place. The PCO observes that the census has rebounded somewhat since the receivership order as there are currently 119 individuals residing at this home. The PCO and the Regional Ombudsmen will continue to monitor the quality of care and services provided to the residents of the nursing homes and will report any changes to the Court. A full-text copy of the PCO's Report dated October 30, 2017, is available at: https://is.gd/NaCUaC About Spectrum Healthcare Spectrum Healthcare LLC is a nursing home operator, owning six nursing facilities have 716 beds and employing 725 people. Spectrum Healthcare LLC and its affiliates previously filed Chapter 11 petitions (Bankr. D. Conn. Lead Case No. 12-22206) on Sept. 10, 2012. Spectrum Healthcare, LLC, and its affiliates again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos. 16-21635 to 16-21639) on Oct. 6, 2016. The petitions were signed by Sean Murphy, chief financial officer. Spectrum Healthcare, LLC, disclosed $282,369 in assets and estimated less than $1 million in liabilities. Affiliate Spectrum Healthcare Derby disclosed $2,068,467 in assets and estimated less than $10 million in debt. The Debtors are represented by Elizabeth J. Austin, Esq., Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley, LLC. Blum, Shapiro & Co., P.C., serves as their accountant and financial advisor. William K. Harrington, the U.S. Trustee for the District of Connecticut, appointed Nancy Shaffer, M.A., a member of the Connecticut Long Term Care Ombudsman's Office, as the Patient Care Ombudsman for the Debtors. SPRUHA SHAH: May Use Cash Collateral Through Nov. 30 ---------------------------------------------------- The Hon. Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois has entered a fifth interim order authorizing Spruha Shah, LCC, and its debtor-affiliates to use cash collateral through and including Nov. 30, 2017. A hearing on the Debtor's further use of cash collateral will be held on Nov. 28, 2017, at 10:00 a.m. As reported by the Troubled Company Reporter on Oct. 17, 2017, the Court entered a fourth interim order authorizing Spruha Shah, LLC, and its affiliates to use the cash collateral of MB Financing Bank through and including Oct. 31, 2017. The Debtors are authorized to use cash collateral conditioned on these terms and conditions: (a) Spruha Shah, LLC, must make $11,033.60 adequate protection payment, of which $4,571.03 is to be deposited into escrow for the payment of real estate taxes, on or before Nov. 15, 2017; (b) Sneh and Sahil Enterprises, Inc., must make a $2,100adequate protection payment to MB on or before Nov. 15, 2017; (c) MB is granted post-petition replacement liens in the Debtors' property to the extent that the value of their prepetition cash-collateral diminishes post-petition; (d) the Debtors are authorized to pay from the funds in their Debtor-in-Possession operating accounts only: (i) those types of expenditures specified in the budgets; (e) the Debtors will not use, sell or otherwise dispose of any of Debtors' assets, except in the ordinary course of their business, without further order of the Court; (f) the Debtors agree not to incur any further indebtedness other than in the ordinary course of business, grant or provide liens, or guaranty other obligations, without the prior written consent of MB and the Court; and (g) the Debtors will not make any cash payments for labor and will make all payroll withholding payments or provide for 1099 reporting of any amounts paid to non-regular employees or independent contractors. A copy of the Order is available at: http://bankrupt.com/misc/ilnb17-18858-54.pdf About Spruha Shah Sneh and Sahil Enterprises, Inc. --http://www.arlingtonrental.com/ -- does business under two assumed names, as follows: (a) Arlington Rental, which is in the business of the rental of party equipment and supplies, like tents, portable dance floors, tables chairs and other catering needs, and (b) R Lederleitner Landscape, which is in the business of performing landscaping services. It operates from a commercial property owned by Spruha Shah. Spruha Shah, LLC, a single asset real estate as defined in 11 U.S.C. Section 101(51B), is the owner of the real property commonly known as 500 S. Hicks Rd., Palatine, Illinois. Spruha Shah, LLC, and Sneh and Sahil Enterprises filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ill. Case Nos. 17-18858 and 17-18861) on June 22, 2017. The petitions were signed by Sanjay Shah, managing member. The cases are jointly administered under Case No. 17-18858, with Judge Deborah L. Thorne presiding. At the time of filing, the Debtors estimated assets and liabilities ranging between $1 million to $10 million. The Debtors are represented by Timothy C. Culbertson, Esq., at the Law Offices of Timothy C. Culbertson. STYLES FOR LESS: Files for Bankruptcy with Plans to Keep Stores --------------------------------------------------------------- Styles For Less, Inc., a teen apparel chain, has filed for Chapter 11 bankruptcy protection, hoping to avoid the rapidly expanding graveyard of mall retailers amid pressure from online retailers. Founded in 1992 by Michael P DeAngelo, Styles For Less operates approximately 93 retail women's clothing stores throughout California, Nevada, Arizona, Texas and Florida. Its clothing stores offer the hottest trendy clothing, shoes, accessories and more at discounted prices, and employs over 613 people at the store and corporate level. Wells Fargo Bank asserts a claim against the Debtor's estate in the amount of approximately $915,000, which it asserts is secured against all of the assets of the Debtor's estate. There are no other secured creditors holding claims against cash collateral. August DeAngelo, the CFO, explains that the Debtor has experienced financial difficulties over the last couple of years. These difficulties are due to a combination of factors, including, increased industry discounting, online penetration, and shifts in consumer spending away from "fast fashion" and toward services and experiences. These changes have created a highly competitive retail environment and accelerated adverse trends in shopping habits. The result has placed severe pressure on the Debtor's cash flow, depriving the Debtor of the ability to timely pay obligations to its Landlords and vendors, resulting in lawsuits and numerous threats from creditors. In order to address these issues, the Debtor has taken significant steps to restructure its business operations. The Debtor has implemented, in part, the following cost cutting measures: (1) closure of 55 brick and mortar locations; (2) significant reduction in corporate employees, field employees and consultants (approximately 311 employees in total); (3) salary reductions and salary eliminations to senior management; (4) closing of a satellite corporate office; (5) complete review and reduction of all expenses; and (6) pending negotiations of all existing brick and mortar leases. Unfortunately, in light of the significant amount of debt that the Company has amassed, the Debtor says its cost reducing efforts alone are not sufficient to reorganize without bankruptcy protection. Consequently, to preserve the remaining stores and overall operation, on Nov. 6, 2017, the Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. First Day Motions The Debtor has filed a motion to use cash collateral. The proposed budget that the Debtor will operate on a cash flow positive basis during the budgeted period. The Debtor expects cash receipts of $1.646 million during the period Nov. 7 to Nov. 25, 2017, and $5.558 million during the period Nov. 26, 2017 to Dec. 30, 2017. The Debtor has also sought approval to pay prepetition wages and benefits to employees. The Debtor also intends to honor $3,000 a month in gift cards. The Debtor has filed a motion asking the Court to set a claims bar date. A copy of the affidavit in support of the first-day-motions is available at: http://bankrupt.com/misc/Styles_F_L_11_1st_Day_Affidavit.pdf About Styles for Less 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 more than 160 store locations. Styles For Less was founded in 1992 and is based in Anaheim, California. Styles For Less filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-14396) on Nov. 6, 2017. The Debtor estimated assets and debt of $10 million to $50 million. The Hon. Mark S Wallace is the case judge. The Debtor tapped Winthrop Couchot Golubow Hollander, LLP, as counsel. TEC-AIR INC: U.S. Trustee Forms 7-Member Committee -------------------------------------------------- The Office of the U.S. Trustee on Nov. 6 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter case of Tec-Air, Inc. The committee members are: (1) Quadrant Magnetics. LLC Jeffrey Moore 2606 River Green Circle Louisville, KY 40206 (2) Supply Chain Services International Anthony Comella 416 Main Street, Suite 1600 Peoria, IL 61602 (3) Nexus Employment Solutions of Indiana, Inc. George Gorman 8135 Kennedy Ave. Highland, IN 46322 (4) Meany, Inc. Daniel Dominy 17401 S. Laflin Ave. East Hazel Crest, IL 60429 (5) Asahi Kasel Plastics North America Craig Poet 900 E. Van Riper Road Fowlerville, MI 48836 (6) Donald J. Ulrich Associates, Inc. Donald J. Ulrich 7 Sycamore Lane Grosse Pointe, MI 48230 (7) First Call Temporary Services, Inc. John Swinehart 8733 Founders Road Indianapolis, IN 46268 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Tec-Air Inc. Tec-Air, Inc., doing business as Tec Air, Inc. -- https://www.tecairinc.com/ -- manufactures, designs and develops injection molded plastic parts for the consumer appliance, automotive, off highway vehicle, industrial equipment, medical, air movement and HVAC industries. Tec-Air's 130,000 sq ft manufacturing facility, engineering lab, and business headquarters are located in Lake Business Center in Munster, Indiana. The company was founded by Richard E. Swin, Sr. in 1965. Tec-Air, Inc. sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 17-32273) on Oct. 27, 2017. The petition was signed by Robert J. McMurtry, president/chief executive officer. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The case is assigned to Judge Janet S. Baer. The Debtor tapped Michael H. Traison, Esq., Jason S. Steele, Esq., and Nicole Stefanelli, Esq., at Cullen and Dykman LLP as counsel. TERRAVIA HOLDINGS: Files Chapter 11 Plan of Liquidation ------------------------------------------------------- Terravia Holdings, Inc. and affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a combined disclosure statement and chapter 11 plan of liquidation dated Oct. 31, 2017, which contemplates the liquidation and dissolution of the Debtors and the resolution of all outstanding Claims and Interests. The Combined Disclosure Statement and Plan is the product of negotiations between the Debtors and certain of their stakeholders. The Debtors believe that the Combined Disclosure Statement and Plan is reflective of these good faith negotiations and will treat holders of Claims or Interests in an economic and fair manner. In developing the Combined Disclosure Statement and Plan, the Debtors considered various issues relating to how the distributable value should be allocated, including, without limitation, (a) the value of the Estates on a consolidated and entity-by-entity basis, and the proper method of determining such value, (b) the value of any unencumbered assets after giving effect to a fair allocation of all Administrative Claims and Priority Claims, (c) the projected recoveries of the Debtors' stakeholders on a consolidated and entity-by-entity basis and (d) the nature and treatment of Intercompany Claims. The Debtors believe that the Combined Disclosure Statement and Plan strikes a fair and equitable balance between these competing factors and appropriately distributes value among their stakeholders. Under the plan, each holder of an Allowed General Unsecured Claim will receive its Ratable Share of the remaining Sale Proceeds and other assets of the Estates following: (i) payment in full in Cash or such other treatment as to render Unimpaired all DIP Facility Claims, Administrative Expense Claims, Professional Fee Claims, Other Secured Claims, Other Priority Claims and SVB Facility Claims; and (ii) funding of the Convenience Claim Pool under the Combined Disclosure Statement and Plan. Further, any Creditor electing treatment as a Class 4 Convenience Claim will not be eligible to receive any treatment or distribution as a Class 5 Creditor. Projected recovery for this class is 12.25%. Immediately following the occurrence of the Effective Date, (a) the respective boards of directors and managers of each of the Debtors will be terminated and the members of each of the boards of directors and managers of the Debtors will be deemed to have resigned and (b) each of the Debtors will continue to exist as Liquidating Debtors after the Effective Date in accordance with the respective laws of the state under which each such Debtor was formed and pursuant to their respective certificates of incorporation, bylaws, articles of formation, operating agreements and other organizational documents in effect prior to the Effective Date, except to the extent such organizational documents are amended under the Combined Disclosure Statement and Plan, for the limited purposes of liquidating all of the assets of the Estates and making distributions in accordance with the Combined Disclosure Statement and Plan. On the Effective Date, TerraVia will issue one share of stock in Liquidating TerraVia to the Plan Administrator, which will hold such share of stock, and such share of stock will remain outstanding until Liquidating TerraVia is dissolved in accordance with the Combined Disclosure Statement and Plan. A full-text copy of the Combined Plan and Disclosure Statement is available at: http://bankrupt.com/misc/deb17-11655-340.pdf About TerraVia Headquartered in South San Francisco, California, TerraVia Holdings, Inc. (NASDAQ:TVIA) -- http://www.terravia.com/-- is a plant-based food, nutrition and specialty ingredients company that harnesses the power of algae, the mother of all plants and earth's original superfood. TerraVia also manufactures a range of specialty personal care ingredients for key strategic partners. On Aug. 2, 2017, TerraVia Holdings, Inc., and its wholly-owned U.S. subsidiaries filed voluntary petitions under chapter 11 of title 11 of the United States Code (Bankr. D. Del. Lead Case No. 17-11655). The subsidiary debtors in the Chapter 11 cases are Solazyme Brazil LLC and Solazyme Manufacturing 1, LLC. The Debtors sought bankruptcy protection after reaching a deal to sell the assets to Corbion N.V. for $20 million in cash plus the assumption of liabilities. The Debtors hired Davis Polk & Wardwell LLP as their lead counsel and Richards, Layton & Finger, P.A., as co-counsel. Kurtzman Carson Consultants LLC is the Debtors' claims agent. No official committee of unsecured creditors has been appointed in the Chapter 11 case. TEVA PHARMACEUTICAL: Fitch Lowers Issuer Default Rating to BB ------------------------------------------------------------- Fitch Ratings has downgraded Teva Pharmaceutical Industries Limited's ratings, including the company's Long-Term Issuer Default Rating (IDR) to 'BB' from 'BBB-'. The Rating Outlook is Negative. The ratings apply to approximately $34.7 billion of debt at Sept. 30, 2017. Fitch's rating action reflects the belief that Teva is facing significant operational stress at a time when it needs to reduce debt from the August 2016 acquisition of Actavis' generic drug business. Pricing pressure in Teva's North American generics segment and erosion of sales of Copaxone will continue to weigh on free cash flow in the near term, requiring the company to continue to sell assets or find external capital resources to meet debt obligations in 2018 and 2019 and beyond. The Negative Outlook reflects the uncertainty around whether the company's challenges will deepen and the nature and timing of the company's response to such challenges such as whether Teva would seek equity financing to reduce its debt burden. KEY RATING DRIVERS Deleveraging Necessary: Teva needs to reduce debt following its acquisition of Actavis' generic business. Estimated pro forma leverage was above 4.0x at deal close, and Fitch looks for leverage to stay elevated over the ratings horizon absent aggressive and committed deleveraging. Teva has a number of levers to achieve deleveraging, including reducing costs to stabilize EBITDA and paying down debt with FCF (including reducing its dividend) and asset sales proceeds. It is in the process of restructuring and integrating the Actavis acquisition. Teva announced on Nov. 1, 2017 that it completed the divestiture of PARAGARD to CooperSurgical for $1.1 billion and on Nov. 2, 2017 it announced that it completed the sale of Plan B One-Step for $675 million. Fitch believes the proceeds of these and future sales will be used to repay term loan debt. In total, Fitch expects the proceeds from the sales of the entire global Women's Health business will be approximately $2.3 billion. Generic Pricing Headwinds: Pricing pressure, particularly on the U.S. generics business, which comprises 23% of total revenues for the nine months ended Sept. 30, 2017, will continue to meaningfully weigh on revenue and margins in the near term. Fitch is forecasting 10% price erosion for U.S. generics in 2018 and 5% erosion in 2019. Teva's ability to counter price erosion in the base generics business is limited because of consolidation amongst purchasers of generics drugs and increased competition due to faster FDA approvals of competitor products. Over the medium to long term, Fitch believes that Teva may benefit from its focus on innovative pharmaceuticals and difficult to manufacture, chemically complex drugs, which generally command relatively more defensible prices and margins. However, the commoditized portion of its generic drug portfolio is more prone to pricing pressure. That pressure, combined with the headwinds to the Copaxone franchise discussed below, is expected to result in gross leverage for Teva remaining above 5x by year-end 2019. Competition from Generic Copaxone 40mg: Compounding the generic pricing headwinds, Teva's best-selling branded product, Copaxone (Fitch estimates is approximately 15-20% of sales; approximately 40-50% of operating profits), is gradually declining in sales. Generic competition for Copaxone is expected in the last quarter of 2017 in the U.S. market in light of the FDA approval of a generic version of both the 20mg and 40mg formulations of the drug. The effect of this generic launch will depend on the resolution of ongoing litigation surrounding the IP, but it will likely accelerate Teva's revenue declines upon entrance. Fitch understands that the negative impact of this launch may be a reduction of approximately $0.25 per share in Q417. Asset Sales Required: Teva is taking meaningful steps to reduce costs and stabilize margins. However, just operational stabilization and dividend reduction will be insufficient to provide the FCF needed to deleverage below the 4.0x level that is consistent with an investment grade profile by year end 2018. Given the expected further deterioration in both the U.S. generic business and Copaxone sales in 2018, today's downgrade reflects Fitch's expectation that Teva is unlikely to meet its 4.0x target even considering asset sales. Management has entered into definitive agreements for $2.3 billion in asset sales so far in 2017, with about $1.8 billion of these sales completed, and proceeds from additional asset sales along with FCF are expected to help reduce debt due in 2018. As with all asset sales, the valuation multiples (sales price/EBITDA) are variable and important inputs into the deleveraging potential. Acquisition Strengthens Leading Position: The acquisition of Actavis Generics (Gx) solidified Teva's position as the largest generic drug firm in the world, combining the #1 (Teva) and #4 (Actavis Gx) players. The firm has unmatched scale in most relevant pharmaceutical markets. Scale has begun to factor even more prominently for generic drug makers in recent years, as the largest purchasers have consolidated dramatically in the U.S. and Western Europe. The combination gives Teva a more competitive value proposition for these very large global purchasers, albeit diminished over the past year because of such consolidation. Changes in Key Management: Teva's CEO Erez Vigodman left the firm in February 2017 and was replaced by Kare Schultz in Sept. 2017. Schultz has nearly 30 years of experience in the global pharmaceutical industry, most recently serving as CEO of H. Lundbeck A/S where he drove significant restructuring efforts. As a result of the change in senior leadership, Fitch will be keenly interested in the plans developed by Teva to respond to existing challenges and how those plans balance the interests of shareholders and debt holders. DERIVATION SUMMARY Teva Pharmaceutical Industries Limited's 'BB' rating reflects the company's solid position as the leading pharmaceutical manufacturer of generic drugs in the world relative to Mylan N.V., ('BBB-'/Stable) and Novartis ('AA'/Negative). The company's scale, geographic reach, and the level of product differentiation contribute to free cash flow of about $3 billion. However, Fitch believes Teva's credit ratings are no longer consistent with an investment grade profile principally because of a material reduction in the company's financial flexibility caused by the acceleration of two key adverse developments since the company's highly leveraged acquisition of Actavis in August 2016. Those adverse developments are: (i) an accelerated erosion of generic drug prices in North America that is expected to persist through 2018 and (ii) the FDA's approval of a generic 40mg Copaxone product. In addition, Teva has experienced lower sales volumes of its 20mg Copaxone product in 2017. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Copaxone: $3.9 billion global sales; 40-50% of consolidated EBITDA that will erode 35% in 2018 and 35% in 2019 due to generic entrants; -- Sale of portions of oncology business in 2018 with assumed loss of approximately $500M of revenue; $2.5 billion of sales proceeds; -- Generics: NA generics are flat overall for FY 2017 (currently showing 11% growth for the nine months ending Sept. 30, 2017, which includes the contribution of Actavis acquisition, but facing major pricing headwinds in the fourth quarter) and eroding 10% in 2018 and 5% in 2019; stabilize in 2020; -- Generics: Europe 1% price erosion over the ratings horizon; -- Generics: ROW 2% inflation over the ratings horizon; -- Consolidated EBITDA margins of 25% and 23% in 2018 and 2019, respectively; -- Consolidated debt balance is assumed to be approximately $33 billion at year-end 2017 and $25.7 billion at year-end 2018 representing payment of maturing debt as well as some prepayment; -- No cash acquisitions over the ratings horizon; -- Maintenance of the common stock dividend at a reduced level since the company cut dividends by 75% after Q2 2017; -- EBITDA of $6.4 billion in 2017 and $4.9 billion in 2018 and annual FCF around $2.8-3 billion during 2017-2018, incorporating the recent dividend reduction and excluding a favourable purchase price adjustment from the Actavis acquisition; -- Teva halts share repurchases through the forecast period; -- Teva refinances about $1.0B of debt due across 2019-2020 at a 200 basis points higher cost; -- Revenue from new product launches are assumed to be: $200M in 2018, $300M in 2019 and $500M in 2020 (related to Austedo, fremanezumab, and other potential launches). RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- A one-notch upgrade would be considered if Teva were expected to maintain gross debt/EBITDA below 4.5x. -- In addition, positive rating momentum could build if Teva is able to achieve stable EBITDA margins; that may occur if Teva is able to arrest the rate of price deflation in North American generics and replace the loss of the revenue and EBITDA from Copaxone by successfully launching new products. -- The application of proceeds from asset sales to pay debt is viewed positively but will need to be considered in the context of the company's earnings power thereafter. -- The issuance of a significant amount of equity or hybrid securities to which Fitch assigns equity credit to reduce debt may lead to a positive rating action. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A one-notch downgrade would incorporate the expectation of the company operating with gross debt/EBITDA durably above 5.0x -- The company does not return to sustainably stable operating performance, in part due to an even more onerous-than- forecasted pricing environment in the U.S. -- FCF, while positive, declines to levels that meaningfully increase Teva's reliance on asset sales or new sources of external capital to be able to refinance its debt. -- Generic competition against Copaxone 40mg drives a greater than expected share loss in 2018 and 2019. -- Ongoing lack of clarity about the business strategy that clouds the ability to forecast sustainable EBITDA and cash flow levels. LIQUIDITY Cash Prioritized for Deleveraging: While Fitch expects Teva to generate meaningfully positive FCF, the company needs to prioritize it for debt repayment. In addition, the company also needs to divest assets and prepay debt in order to reduce leverage. Hence, the company has little financial flexibility to pursue business development and shareholder friendly transactions. If Teva elects to refinance rather than repay maturing debt during the 2017-2020 forecast period, Fitch expects the company will have the capital market access necessary to do so, albeit at a higher cost of capital than the existing debt in the capital structure, which is a downside risk to the current FCF forecast. FULL LIST OF RATING ACTIONS Fitch has downgraded the following ratings: Teva Pharmaceutical Industries Limited -- Long-Term IDR to 'BB' from 'BBB-'. Teva Pharmaceuticals USA, Inc. -- Long-Term IDR to 'BB' from 'BBB-'. The Rating Outlook is Negative. Teva Pharmaceuticals USA, Inc. -- Senior unsecured bank facilities to 'BB/RR4' from 'BBB-'. Teva Pharmaceutical Finance Company LLC -- Senior unsecured notes to 'BB/RR4' from 'BBB-'. Teva Pharmaceutical Finance IV, LLC -- Senior unsecured notes to 'BB/RR4' from 'BBB-'. Teva Pharmaceutical Finance Company, B.V. -- Senior unsecured notes to 'BB/RR4' from 'BBB-'. Teva Pharmaceutical Finance IV, B.V. -- Senior unsecured notes to 'BB/RR4' from 'BBB-'. Teva Pharmaceutical Finance V, B.V. -- Senior unsecured notes to 'BB/RR4' from 'BBB-'. Teva Pharmaceutical Finance Netherlands II B.V. -- Senior unsecured notes to 'BB/RR4' from 'BBB-'. Teva Pharmaceutical Finance Netherlands III B.V. -- Senior unsecured notes to 'BB/RR4' from 'BBB-'. Teva Pharmaceutical Finance Netherlands IV B.V. -- Senior unsecured notes to 'BB/RR4' from 'BBB-'. All bonds issued by Teva subsidiaries are unconditionally guaranteed by the parent company, Teva Pharmaceutical Industries Ltd. THINK FINANCE: U.S. Trustee Forms Three-Member Committee -------------------------------------------------------- William T. Neary, the U.S. Trustee for the Northern District of Texas, on Nov. 2 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Think Finance, LLC, and its affiliates. The committee members are: (1) Marlin & Associates Holding, LLC Marlin & Associates Securities, LLC Kenneth Marlin, Chief Executive Officer Jason E. Panzer, Chief Operating Officer 570 Lexington Avenue, 48th Floor New York, NY 10022 Tel: (212) 257-6300 Fax: (212) 223-3138 E-mail: Jason@marlinllc.com (2) Patrick Inscho 4203 Summit Manor Court, Apt. 204 Fairfax, VA 22033 Tel: (571) 839-0207 E-mail: p.inscho@cox.net (3) Mphasis Limited Julie Blessyn, Esq. Head of Legal Transactions 2301 Maitland Center Parkway, Suite 165 Maitland, FL 32751 Tel: (407) 865-1706 E-mail: Julie.blessyn@mphasis.com Marlin & Associates Holding, LLC, and Marlin & Associates Securities, LLC, are the interim committee chair. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Think Finance Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a provider of software technology, analytics, and marketing services to financial clients in the consumer lending industry. Think Finance offers an end-to-end, professionally managed online lending program. The company's customized services allow clients to create, develop, launch and manage their loan portfolio while effectively serving customers. For over 15 years, the company has helped its clients originate over 2 million loans enabling them to put more than $4 billion in credit on the street. Think Finance, LLC, along with six affiliates, sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23, 2017. Think Finance estimated assets of $100 million to $500 million and debt of $10 million to $50 million. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped Hunton & Williams LLP as counsel; Alvarez & Marsal as financial advisor; and American Legal Claims Services, LLC, as claims and noticing agent. TRE AMICI LEASING: Nov. 30 Plan Confirmation Hearing ---------------------------------------------------- The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved Tre Amici Leasing, LLC's disclosure statement referring to the Debtor's plan of reorganization. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, and objections to the Disclosure Statement on Nov. 30, 2017, at 1:30 p.m. Objections to the Disclosure Statement and plan confirmation must be filed no later than seven days prior to the date of the hearing on confirmation. Parties-in-interest must submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. All creditors and parties in interest that assert a claim against the Debtor which arose after the filing of this case, including all professionals seeking compensation from the estate of the Debtor pursuant to Section 330 of the U.S. Bankruptcy Code, must file motions or applications for the allowance of the claims with the Court no later than 15 days after the Oct. 30, 2017 entry of this order. About Tre Amici Leasing Tre Amici Leasing, LLC, and J A R R, Inc., operate a personal transportation service, which consists of a traditional taxi service as well as contract work for Pasco County Public Transportation (PCPT). They collectively operate as Signature Car Service. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 17-05123) on June 13, 2017. At the time of the filing, both Debtors disclosed that they had estimated assets of less than $100,000 and liabilities of less than $1 million. Joel S. Treuhaft, Esq., at Palm Harbor Law Group, P.A., serves as the Debtors' legal counsel. UOS LLC: Moody's Affirms B2 Corp. Family Rating; Outlook Stable --------------------------------------------------------------- Moody's Investors Service affirms a B2 Corporate Family Rating (CFR) and a B2-PD Probability of Default Rating (PDR) to UOS, LLC (known as Utility One Source) after a $50 million increase in term loan. UOS is a supplier of specialty fleet equipment and services through sale and rental. The fleet consists of trucks, cranes, and other equipment. Concurrently, the rating on the company's $619 million senior secured credit facility ($100 million 5 year revolver due 2022; $519 million 6 year term loan due 2023) is affirmed at B2. The rating outlook remains stable. Proceeds from the transaction will support additional rental equipment investments as demand for transmission related rental is expected to increase. UOS, which has been built through the merger of more than half a dozen companies over the last couple of years, is 72% owned by Blackstone. Moody's has affirmed the following ratings: Corporate Family Rating, B2; Probability of Default Rating, B2-PD; Senior Secured Revolving Credit Facility, B2 (LGD 4, from LGD 3) Senior Secured Term Loan, upsized by $50 million, B2 (LGD 4, from LGD 3) The rating outlook is Stable. RATINGS RATIONALE The affirmation of the B2 CFR reflects the company's limited scale, its short operating track record, the cyclicality of the business, expected high capital expenditures, and resulting significantly negative free cash flow in 2017. The rating also reflects decreasing leverage as the company grows, a young equipment fleet with significant collateral value, diversified fleet equipment, relatively long rental contract length, and new growth opportunities given increase in demand for transmission related equipment. Liquidity is anticipated to be adequate over the next 12-18 months. Moody's expect UOS to have low cash balances at year end 2017 and full availability under its $100 million revolving credit facility. The facility is currently undrawn and is expected to remain undrawn. However, the facility may be drawn for intra-quarter borrowings. Free cash flow is expected to be positive in 2018 as capital spending is decreased from 2017 levels and the company exhibits a more conservative acquisition strategy. But, Moody's expect the company to remain opportunistic as they look to continue to increase geographic exposure. The company's revenue mix is diversified with rentals, new and used equipment sales, remanufacturing and equipment customization, and aftermarket parts and service. But, the rental fleet is expected to account for nearly 60% of 2017 gross margin. The lack of diversification may pose a threat when the fleet is aging and the company can no longer contract high rates for its rental equipment. Additionally, UOS has significant revenues from custom designed new and used equipment. Its vendors include Freightliner, Peterbilt, Kenworth, Mack, Ford, and Dodge. The company also services and refurbishes equipment and sells spare parts which supports performance in an economic downturn. The rating benefits from long lived assets for most of its fleet and the rollover of a significant equity stake by the prior owners of the originally acquired companies. The large equity contribution by the sponsor was considered supportive of the B2 CFR. The stable rating outlook reflects the benefits from decreasing leverage, good interest coverage, and improved cash flows as the company grows. With the expected increase in demand, the company's EBITDA is projected to grow at 9% CAGR through 2020 with the majority of the growth achieved in the first two years. Moody's also anticipate improved margins as the company realizes higher rates, increased utilization, and longer term contracts. The rating could be downgraded if leverage increases and is sustained at over 4.75 times and is deemed to be increasing. A substantial reduction in margins for the company's rental business could result in a ratings downgrade given the reliance on the EBITDA generated by the rental business. A debt funded acquisition that resulted in higher leverage could also pressure the rating or outlook. The rating is unlikely to be upgraded short term given the company's small scale, short operating history, and high anticipated capital expenditures. The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. UOS was created in 2015 to build scale and gain market share in the design, fabrication, parts service, sales, and rental of equipment to various end markets of which utilities is the largest. The company offers many types of bucket trucks, chip trucks, digger derricks, cranes, and trailers serving multiple end markets. Annual revenues are anticipated to be about $600 million for 2017. US OIL SANDS: Chapter 15 Case Summary ------------------------------------- Affiliated entities subject to Chapter 15 petitions: US Oil Sands Inc. 1600, 521 - 3rd Ave SW Calgary, AB T2P 3T3 Canada - and - US Oil Sands (Utah) Inc. Type of Business: Calgary, Alberta-based US Oil Sands -- http://www.usoilsandsinc.com-- is engaged in the exploration and development of oil sands properties and, through its wholly owned United States subsidiary US Oil Sands (Utah) Inc., has a 100% interest in bitumen leases covering 32,005 acres of land in Utah's Uinta Basin. The Company has developed a proprietary extraction process which uses a bio-solvent to extract bitumen from oil sands without the need for tailings ponds. Foreign Main Proceeding: ACMO S.A.R.L. v. US Oil Sands Inc. and US Oil Sands (Utah) Inc., Court of Queen's Bench Alberta, Court File No. 1701-12253 Chapter 15 Petition Date: November 7, 2017 Case Nos.: Debtor Case No. ------ -------- US Oil Sands Inc. 17-29716 US Oil Sands (Utah) Inc. 17-29717 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Authorized Representative: FTI CONSULTING CANADA INC. 440 2nd Avenue SW, Suite 720 Calgary, AB T2P 5E9 Canada Authorized Representative's U.S. counsel: Bruce H. White, Esq. PARSONS BEHLE & LATIMER 201 S. Main St. Suite 1800 Salt Lake City, UT 84111 Tel: 801-536-6801 Fax: 801-536-6111 E-mail: bwhite@parsonsbehle.com Estimated Assets: Unknown Estimated Debts: Unknown Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/utb17-29716.pdf http://bankrupt.com/misc/utb17-29717.pdf VALEANT PHARMACEUTICALS: Moody's Affirms B3 CFR; Outlook Stable --------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Valeant Pharmaceuticals International, Inc. including the B3 Corporate Family Rating, B3-PD Probability of Default Rating, Ba3 senior secured rating, Caa1 senior unsecured rating and the SGL-2 Speculative Grade Liquidity Rating. At the same time, Moody's revised the rating outlook to stable from negative. Ratings affirmed: Valeant Pharmaceuticals International, Inc.: Corporate Family Rating at B3 Probability of Default Rating at B3-PD Senior secured bank credit facilities at Ba3 (LGD 2) Senior secured notes at Ba3 (LGD 2) Senior unsecured notes at Caa1 (LGD 4 from LGD 5) Speculative Grade Liquidity Rating at SGL-2 Valeant Pharmaceuticals International: Senior unsecured notes at Caa1 (LGD 4 from LGD 5) VRX Escrow Corp. (obligations assumed by Valeant Pharmaceuticals International, Inc.): Senior unsecured notes at Caa1 (LGD 4 from LGD 5) Outlook actions Valeant Pharmaceuticals International, Inc. and Valeant Pharmaceuticals International: revised to stable from negative There is no outlook on VRX Escrow Corp. "The outlook change to stable from negative reflects Moody's expectation for solid performance in the Bausch + Lomb/International and Salix businesses. Combined with steady debt repayment and liquidity improvement, these factors reduce the risk of a downgrade over the next 6 to 12 months," stated Michael Levesque, Moody's Senior Vice President. "However, credit risks remain elevated due to very high financial leverage that will persist for several years, exposures to ongoing patent expirations, and unresolved legal matters," continued Levesque. RATINGS RATIONALE Valeant's B3 Corporate Family Rating reflects very high financial leverage with gross debt/EBITDA of about 7.5 times, and significant challenges in restoring organic growth. Valeant also faces considerable uncertainty related to unresolved legal matters. Patent expirations over the next 12 to 18 months will erode revenue, causing debt/EBITDA to approach 8.0 times in 2018. This is higher than Moody's expectations incorporated in the B3 rating. However, patent expirations will moderate in 2019, resulting in greater stability on an aggregate basis and a reduction in debt/EBITDA below 7.5 times. The credit profile is supported by Valeant's good scale with $8 billion of revenue, good diversity, high margins, and solid cash flow. Valeant does not face any debt maturities until 2020. The rating outlook is stable, reflecting Moody's expectation that Bausch + Lomb/International and Salix will continue to grow and that Valeant will use free cash flow to reduce debt. Factors that could lead to an upgrade including restoring credibility through solid performance and underlying growth, reducing debt with free cash flow, and progress at resolving legal proceedings. Specifically, sustaining debt/EBITDA below 6.0 times could lead to an upgrade. Factors that could lead to a downgrade include significant reductions in pricing or utilization trends, unfavorable developments in the Xifaxan patent challenge, or escalation of legal issues or large litigation-related cash outflows. Specifically, sustaining debt/EBITDA above 7.5 times could lead to a downgrade. Headquartered in Laval, Quebec, Valeant Pharmaceuticals International, Inc. is a global specialty pharmaceutical and healthcare company with expertise in eyecare, gastroenterology and dermatology. The principal methodology used in these ratings was Pharmaceutical Industry published in June 2017. VANGUARD HEALTHCARE: May Use Cash Collateral Until Jan. 15, 2018 ---------------------------------------------------------------- The Hon. Randal S. Mashburn of the U.S. Bankruptcy Court for the Middle District of Tennessee has entered a sixth agreed order further extending the stipulated final order authorizing Vanguard Healthcare LLC and its debtor affiliates' limited use of cash collateral of Healthcare Financial Solutions, LLC. The Debtors, HFS and the Official Committee of Unsecured Creditors have agreed to a further extension of the cash collateral court order, subject to certain terms and conditions. This agreed extension order provides for an extension of the existing cash collateral order through the earlier of Jan. 15, 2018, or the Effective Date of the Plan. The Debtors' need to use cash collateral is immediate and critical to enable the Debtors to administer their Chapter 11 cases generally, continue to operate their businesses, and preserve the value of their estates for all stakeholders. The ability of the Debtors to pay payroll and other necessary operating expenses requires the availability of working capital from the use of cash collateral, the absence of which would immediately and irreparably harm the Debtors, their estates, and their stakeholders. The Debtors do not have sufficient available sources of working capital and financing to pay payroll and other necessary operating expenses without the authorized use of cash collateral as provided under the court order. Agents are willing to consent to the Debtors' limited use of cash collateral during the term of the Extension Order, subject to the terms and conditions set forth in the Extension Order. Agents have not agreed to any other or further use of cash collateral by the Debtors for any purpose. Unless extended further with the prior written consent of agents (and, if required by Agents, confirmed by the entry of a further order of the Court), the authorization granted to the Debtors to use Cash Collateral under the Extension Order will automatically terminate upon the earliest to occur of: (i) the Effective Date of the Plan or Jan. 15, 2018, whichever occurs first, unless (A) on at least five business days' notice to the U.S. Trustee and the Committee, Agents agree in writing and in their sole discretion to a later date that is approved by the Committee, or (B) the Court approves an extension beyond Jan. 15, 2018 that is acceptable to Agents, in their sole discretion, after notice and an opportunity for a hearing; (ii) upon three business days' notice to the Debtors and the Committee by the Agents, any of the Debtors fails to comply fully with the material terms and conditions of the court order; (iii) the entry of any order granting stay relief allowing any party to enforce any claimed lien or other interest in the cash collateral or other lender collateral; (iv) the entry of an order in any of the Chapter 11 cases (i) converting any of the Chapter 11 cases to a case under Chapter 7, or (ii) appointing a Chapter 11 trustee or an examiner with enlarged powers relating to the operations of any of the Debtors' businesses; (v) [intentionally omitted]; (vi) [intentionally omitted]; and (vii) the filing by the Debtors or entry of an order granting any motion which seeks to grant to a party other than Agents a lien or security interest equal or senior to the liens and security interests held by Agents in any of the cash collateral or other Lender Collateral. Notwithstanding the occurrence of any Termination Event: (i) the rights, claims, security interests, liens and priorities of Agents with respect to all transactions that occurred prior to the occurrence of Termination Event, including, without limitation, all liens and priority claims confirmed and approved by the cash collateral court order and the Extension Order, will remain unimpaired and unaffected by any Termination Event, and will survive any Termination Event; and (ii) the Debtors may thereafter obtain an emergency hearing on further authority to use cash collateral at a hearing set on at least two business days' notice to Agents, the Committee, and the U.S. Trustee. The Debtors' use of cash collateral will be in accordance with the "Budget" prepared by the Debtors and approved by Agents. The initial budget for purposes of the Extension Order is a 13-week budget prepared by the Debtors starting Oct. 1, 2017. On the first Monday of each month, the Debtors will deliver to Agents, the U.S. Trustee, and the Committee an updated 13-week budget in form similar to the initial Budget. If (and only after) an updated budget is approved in writing by Agents (in their sole discretion) and the Committee, it will replace the prior Budget as the Budget for purposes of the Extension Order. The Budget may include a payment of no more than $200,000 per calendar month during the period from the entry of the Extension Order until the occurrence of a Termination Event to be held on behalf of the Debtors and their estates in a segregated DIP account for the payment of the fees and costs of Committee professionals and Debtors' bankruptcy and special counsel; provided, however, that (i) the Debtors will not make any payments to the Fee Reserve Account when any portion of the payments to Agents under the cash collateral court order or the Extension Order are past due, and (ii) in no event will the Debtors pay into the Fee Reserve Account at any time payments totaling more than $3,600,000 without Agents' prior written consent. (Funds in the Fee Reserve Account will be used to pay the professional fees and costs of estate professionals once approved, on an interim or final basis, by order of the Court.) To the extent that the Debtors' cash flow is sufficient and only if a Termination Event has not occurred, the Debtors may make the following payments into the Fee Reserve Account: (x) on the last business day of November 2017, a payment $200,000; and (y) on the last business day of December 2017, a payment of $200,000. Notwithstanding any defaults, or the occurrence of any Termination Event, neither Agents nor Lenders will have any rights in the Fee Reserve Account except to the extent funds remain in the Fee Reserve Account after approval of all professionals' fees for whose benefit the Fee Reserve Account is established. On the first day of each month during the term of the Extension Order, the Debtors will make a payment in the amount of $560,000 to Agents for the benefit of Lenders. A copy of the Order is available at: http://bankrupt.com/misc/tnmb16-03296-2102.pdf About Vanguard Healthcare Vanguard Healthcare, LLC, is a long-term care provider headquartered in Brentwood, Tennessee, providing rehabilitation and skilled nursing services at 14 facilities in four states (Florida, Mississippi, Tennessee and West Virginia). Vanguard Healthcare and 17 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Lead Case No. 16-03296) on May 6, 2016. The petitions were signed by William D. Orand, the CEO. Vanguard estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The cases are assigned to Judge Randal S. Mashburn. The Debtors hired Bradley Arant Boult Cummings LLP as bankruptcy counsel; BMC Group as noticing agent; and Stewart & Barnett, Ltd., and Maggart & Associates, P.C., as accountants. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. Bass, Berry & Sims PLC serves as bankruptcy counsel to the committee. CohnReznick LLP is the committee's financial advisor. The U.S. Trustee also appointed Laura E. Brown as patient care ombudsman for Vanguard Healthcare. VENOCO LLC: AC Pipe Buying Surplus Equipment for $50K ----------------------------------------------------- Venoco, LLC, and affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice that pursuant to the Transaction Order entered by the Bankruptcy Court on May 25, 2017, they propose to sell or transfer de minimis assets consisting of surplus equipment at the Sevier property and are located at or near 5037 W. Crocker Springs Road, Derby Acres, California to AC Pipe & Equipment Co. Inc. for $50,000. The objection deadline is Nov. 20, 2017 at 4:00 p.m. (ET). There are no liens and/or encumbrances on the Assets. To the extent that any party has liens or encumbrances on the Assets, any such lien or encumbrance will attach to the proceeds of the sale. The Debtors propose to sell or transfer the Assets to the Purchaser on an "as is" basis (if applicable), free and clear of all liens or encumbrances. The Purchaser has agreed to pay a purchase price of $50,000 for the Assets. The list of the Assets to be sold and Bill of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/Venoco_LLC_623_Sales.pdf There are no commissions, fees or similar expenses associated with the Proposed Transaction. The Purchaser: AC PIPE & EQUIPMENT CO. 825 East White Lane Bakersfield, CA 93307 About Venoco Venoco LLC and six of its subsidiaries filed voluntary petitions with the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead Case No. 17-10828) on April 17, 2017. The cases have been assigned to Judge Kevin Gross. As of the Petition Date (and following the quitclaim of the SEF Leases), the Debtors held interests in approximately 57,859 net acres, of which approximately 40,945 are developed. The majority of the Debtors' revenues are derived through sales of oil to competing buyers, including large oil refining companies and independent marketers. Nearly all of the Debtors' annual revenues are generated from sales to one purchaser, Tesoro. The Debtors' revenues from oil and gas sales were approximately $33.6 million on a rolling 12 month basis. As of the bankruptcy filing, the Debtors listed assets in the range of $10 million to $50 million and liabilities of up to $100 million. As of the petition date, the Debtors have approximately $25 million in cash, all of which is unrestricted. The Debtors anticipate that they will need all or substantially all of this cash to fund ongoing operational expenses, fund these cases and a sale process, and wind down their affairs. The Debtors tapped Bracewell LLP as legal counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Seaport Global Securities LLC as investment banker; and Prime Clerk LLC as claims, noticing and balloting agent. Zolfo Cooper Management, LLC, and its senior director Bret Fernandes will lead the Debtors' restructuring efforts. The Debtors hired Natural Resources Group, Inc., a real estate broker, in connection with the sale of its 252-acre real property known as Lang Tule located in Solano County, California. No official committee of unsecured creditors has been appointed in the Debtors' cases. VENOCO LLC: Office Furniture Outlet Buying Office Equipment for $3K ------------------------------------------------------------------- Venoco, LLC, and affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice that pursuant to the Transaction Order entered by the Bankruptcy Court on May 25, 2017, they propose to sell or transfer de minimis assets consisting of office equipment located at 6267 Carpinteria Avenue in Carpinteria, California to Office Furniture Outlet for $3,000. The objection deadline is Nov. 20, 2017 at 4:00 p.m. (ET). There are no liens and/or encumbrances on the Assets. To the extent that any party has liens or encumbrances on the Assets, any such lien or encumbrance will attach to the proceeds of the sale. The Debtors propose to sell or transfer the Assets to the Purchaser on an "as is" basis (if applicable), free and clear of all liens or encumbrances. The Purchaser has agreed to pay a purchase price of $3,000 for the Assets. The list of the Assets to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/Venoco_LLC_622_Sales.pdf There are no commissions, fees or similar expenses associated with the Proposed Transaction. About Venoco Venoco LLC and six of its subsidiaries filed voluntary petitions with the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead Case No. 17-10828) on April 17, 2017. The cases have been assigned to Judge Kevin Gross. As of the Petition Date (and following the quitclaim of the SEF Leases), the Debtors held interests in approximately 57,859 net acres, of which approximately 40,945 are developed. The majority of the Debtors' revenues are derived through sales of oil to competing buyers, including large oil refining companies and independent marketers. Nearly all of the Debtors' annual revenues are generated from sales to one purchaser, Tesoro. The Debtors' revenues from oil and gas sales were approximately $33.6 million on a rolling 12 month basis. As of the bankruptcy filing, the Debtors listed assets in the range of $10 million to $50 million and liabilities of up to $100 million. As of the petition date, the Debtors have approximately $25 million in cash, all of which is unrestricted. The Debtors anticipate that they will need all or substantially all of this cash to fund ongoing operational expenses, fund these cases and a sale process, and wind down their affairs. The Debtors tapped Bracewell LLP as legal counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Seaport Global Securities LLC as investment banker; and Prime Clerk LLC as claims, noticing and balloting agent. Zolfo Cooper Management, LLC, and its senior director Bret Fernandes will lead the Debtors' restructuring efforts. The Debtors hired Natural Resources Group, Inc., a real estate broker, in connection with the sale of its 252-acre real property known as Lang Tule located in Solano County, California. No official committee of unsecured creditors has been appointed in the Debtors' cases. VERDUGO ENTERPRISES: L. Kotzin Named Chapter 11 Trustee ------------------------------------------------------- The U.S. Trustee for the District of Arizona asks the U.S. Bankruptcy Court for the District of Arizona for an order approving the appointment of Lynton Kotzin as trustee in the chapter 11 case of Verdugo Enterprises, LLC. The Proposed Chapter 11 Trustee: Lynton Kotzin KOTZIN VALUATION PARTNERS 2800 N. Central Ave., Suite 1725 Phoenix, Arizona 85004 Tele: 602-544-3552 Email: lkotzin@kotzinvaluation.com Ilene J. Lashinsky, U.S. Trustee is represented by: Patty Chan, Esq. Trial Attorney Office of the U.S. Trustee for the District of Arizona 230 N. First Ave., Suite 204 Phoenix, Arizona 85003-1706 Phone: (602) 682-2633 Fax: (602) 514-7270 Attorneys for Creditor Creator's Stained Glass, Inc. Robert J. Spurlock, Esq. LAW OFFICES OF BONNETT, FAIRBOURN, FRIEDMAN & BALINT, P.C. 2325 E. Camelback Rd., #300 Phoenix, Arizona 85016 Email: bspurlock@bffb.com An involuntary Chapter 11 petition was filed against Verdugo Enterprises, LLC (Bankr. D. Ariz. Case No. 17-04370) on April 22, 2017. The bankruptcy case is assigned to Judge Brenda K. Martin. Counsel for the Petitioning Creditors is Jonathan P. Ibsen, Esq., in Scottsdale, Arizona. VILLAGE DEVELOPMENT: Unsecureds Classified Into Two in Amended Plan ------------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico is set to hold a hearing on Dec. 8 to consider approval of the Chapter 11 plan of liquidation for The Village Development Corporation. The court had earlier issued an order conditionally approving VDC's disclosure statement, allowing the company to start soliciting votes from creditors. The order required creditors to file their objections and ballots accepting or rejecting the plan on or before 14 days prior to the hearing. The company's latest plan classifies general unsecured claims of non-insiders into two classes. Creditors holding Class 1 general unsecured claims of $10,000 or less will be paid 90% of their claims on or before the effective date of the plan. Payments will come from VDC shareholders' cash contribution of approximately $15,000. The allowed amount of Class 1 claims is estimated at $19,602.28. Meanwhile, general unsecured claims of more than $10,000 are classified in Class 2. Creditors in this class will recover 5% of their allowed claims estimated at $1,659,664.89. Payments will come from the proceeds of the sale of VDC's three parcels of land in Ceiba, Puerto Rico, according to the latest disclosure statement, which explains the plan. A copy of the amended disclosure statement is available for free at: http://bankrupt.com/misc/prb16-02021-167.pdf About Village Development Headquartered in San Juan, Puerto Rico, The Village Development Corporation is a corporation and was organized under the laws of the Commonwealth of Puerto Rico on Aug. 6, 1999. It is engaged in the development, construction, and sale of residential units at the project known as "The Village". The Debtor is a single asset entity. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 16-02021) on March 15, 2016, listing $84,862 in total assets and $1.24 million in total liabilities. The petition was signed by Rafael E. Rodriguez Torres, president. William M. Vidal Carvajal, Esq., at William Vidal Carvajal LawOffices serves as the Debtor's bankruptcy counsel. On October 26, 2016, the Debtor filed its proposed Chapter 11 plan of reorganization. WEIGHT WATCHERS: Moody's Hikes CFR to B1; Outlook Stable -------------------------------------------------------- Moody's Investors Service upgraded Weight Watchers International, Inc.'s Corporate Family rating ("CFR") to B1 from B2, Probability of Default rating ("PDR") to B1-PD from B2-PD and Speculative Grade Liquidity rating ("SGL") to SGL-1 from SGL-2. Moody's assigned a Ba3 rating to its proposed senior secured revolving credit facility due 2022 and term loan due 2024. The rating outlook was revised to stable from positive. The net proceeds of the proposed senior secured debt and cash from an expected senior unsecured financing will be used to repay in full the existing senior secured bank revolving credit facility due 2018 and term loan due 2020. The existing senior secured ratings will be withdrawn when the debt is repaid. RATINGS RATIONALE "Expectations for sustained subscriber, revenue and free cash flow growth, the company's strategy to drive financial leverage below 4 times over the next few years and improved liquidity from the larger revolver drive the CFR upgrade to B1," said Edmond DeForest, Moody's Senior Credit Officer. The B1 CFR reflects Moody's expectation for low double digit growth rates in digital and meeting subscribers and revenue, and some growth in all geographies, debt to EBITDA around 5 times, EBITA to interest expense approaching 3 times and over $150 million of free cash flow in 2018 and 2019. Leverage declines from debt to EBITDA over 7 times for the 12 month period ended September 30, 2017 will come from EBITDA expansion and modest debt repayment. The acceleration of subscriber and revenue growth in Europe in 2017, which accounts for about 30% of Weight Watcher's revenues, leads Moody's to anticipate that non-US operations will no longer weigh negatively on overall results. Profitability as measured by EBITA margin should remain solidly above 20%, although rates of profitability may now grow only slowly as Weight Watchers invests in its products, services and promotions to maintain subscriber growth rates. Weight Watcher's history of subscriber volatility, the competitive nature and anticipated evolving consumer preferences in the weight management services industry, and the high degree of operating leverage in the business, make profitability highly sensitive to subscriber declines, pressuring the ratings. Moody's remains concerned that competition for weight loss service customers, especially for so-called "trial" members who are most likely to follow the newest trends or promotions, could make further operating and financial improvements difficult and slow to achieve. All financial metrics cited reflect Moody's standard adjustments. In addition, Moody's expenses Weight Watchers capitalized software costs. The Ba3 senior secured credit facility ratings reflect the B1-PD PDR and their priority position in the debt capital structure ahead of the unsecured claims, including the expected unsecured financing, and a Loss Given Default ("LGD") assessment of LGD3. The facility is secured by a first lien on (1) 100% of the capital stock of all direct and indirect domestic subsidiaries; (2) 65% of the capital stock of direct material foreign subsidiaries; and (3) all material property and assets of Weight Watchers and each direct and indirect U.S. subsidiary. The facility is guaranteed by all direct and indirect domestic subsidiaries of the company. The upgrade of the SGL rating to SGL-1 from SGL-2 reflects Weight Watchers' very good liquidity profile. Weight Watchers had cash balances of over $170 million at September 30, 2017. Moody's expects at least $150 million of free cash flow. The company will have about $16 million of required annual term loan amortization in 2018. The fully available $150 million senior secured revolver is subject to a financial covenant requiring first lien leverage (as defined in the facility agreement) of no more than 5 times, but only if $50 million is outstanding on the quarter end test date. Moody's do not expect the covenant to be measured, but expect ample cushion were it to be measured. The stable ratings outlook reflects Moody's expectations for sustained annual subscriber, revenue and cash flow growth. The ratings could be upgraded if Moody's expects: 1) debt to EBITDA to remain below 4 times; 2) free cash flow to debt will be sustained around 10%; and 3) a commitment to debt reduction and balanced financial policies. A ratings downgrade is possible if Moody's expects: 1) slowing growth in subscribers or revenues; 2) debt to EBITDA sustained above 5 times; 3) free cash flow to debt below 6%; 4) diminished liquidity; or 5) sizable debt-financed acquisitions or shareholder returns. Issuer: Weight Watchers International, Inc. Upgrades: -- Corporate Family Rating, to B1 from B2 -- Probability of Default Rating, to B1-PD from B2-PD -- Speculative Grade Liquidity Rating, to SGL-1 from SGL-2 Assignments: -- Senior Secured Revolving Credit Facility, at Ba3 (LGD3) -- Senior Secured Term Loan, Assigned Ba3 (LGD3) Outlook: -- Outlook, revised to Stable from Positive The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Weight Watchers is a provider of weight management services. Moody's expects revenue for 2018 to approach $1.4 billion. WORD INTERNATIONAL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The Office of the U.S. Trustee disclosed in a court filing on Nov. 2 that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Word International Ministries. About Word International Ministries Word International Ministries is a religious organization based in Sumter, South Carolina. World International filed a Chapter 11 petition (Bankr. D.S.C. Case No. 17-04845) on Sept. 29, 2017. The petition was signed by Melody DuRant, its trustee manager. The Hon. David R. Duncan presides over the case. Reid B. Smith, Esq., of Bird & Smith PA represents the Debtor as bankruptcy counsel. At the time of filing, the Debtor estimate $1 million to $10 million in assets and $500,000 to $1 million in liabilities. [^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures ------------------------------------------------------- Introduction by James Alexander Miller, M.D. Publisher: Beard Books Softcover: 355 pages List Price: $34.95 Review by Henry Berry Order your own personal copy today at http://bit.ly/1sTKOm6 As the subtitle points out, the seven lectures reproduced in this collection are meant especially for general readers with an interest in medicine, including its history and the cultural context it works within. James Miller, president of the New York Academy of Medicine which sponsored the lectures, states in his brief "Introduction" that this leading medical organization "has long recognized as an obligation the interpretation of the progress of medical knowledge to the public." The lectures collected here succeed admirably in fulfilling this obligation. The authors are all doctors, most specialists in different areas of medicine. Lewis Gregory Cole, whose lecture is "X-ray Within the Memory of Man," is a consulting roentgenologist at New York's Fifth Avenue Hospital. Harrison Stanford Martland is a professor of forensic medicine at New York University College of Medicine. Many readers will undoubtedly find his lecture titled "Dr. Watson and Mr. Sherlock Holmes" the most engrossing one. Other doctor- authors are more involved in academic areas of medicine and teaching. Reginald Burbank is the chairman of the Section of Historical and Cultural Medicine at the New York Academy of Medicine. He lectured on "Medicine and the Progress of Civilization." Raymond Pearl, whose selection is "The Search for Longevity," is a professor of biology at Johns Hopkins University. The authors' high professional standing and involvement in specialized areas do not get in the way of their aim to speak to a general audience. They are all skilled writers and effective communicators. As the titles of some of the lectures noted in the previous paragraph indicate, the seven selections of "Landmarks in Medicine" focus on the human-interest side of medicine rather than the scientific or technological. Even the two with titles which seem to suggest concern with technical aspects of medicine show when read to take up the human-interest nature of these topics. "The Meaning of Medical Research", by Dr. Alfred E. Cohn of the Rockefeller Institute for Medical Research, is not so much about methods, techniques, and equipment of medical research, but is mostly about the interinvolvement of medical research, the perennial concern of individuals with keeping and recovering good health, and social concerns and pressures of the day. "The meaning of medical research must regard these various social and personal aspects," Cohn writes. In this essay, the doctor does answer the questions of what is studied in medical research and how it is studied. And he answers the related question of who does the research. But his discussion of these questions leads to the final and most significant question "for what reason does the study take place?" His answer is "to understand the mechanisms at play and to be concerned with their alleviation and cure." By "mechanisms," Cohn means the natural--i. e., biological--causes of disease and illness. The lay person may take it for granted that medical research is always principally concerned with finding cures for medical problems. But as Cohn goes into in part of his lecture, competition for government grants or professional or public notoriety, the lure of novel experimentation, or research mainly to justify a university or government agency can, and often do, distract medical researchers and their associates from what Cohn specifies should be the constant purpose of medical research. Such purpose gives medicine meaning to humankind. The second lecture with a title sounding as if it might be about a technical feature of medicine, "X-ray Within the Memory of Man," is a historical perspective on the beginnings of the use of x-ray in medicine. Its author Lewis Cole was a pioneer in the development of x-rays in the late 1800s and early1900s. He mostly talks about the development of x-ray within his memory. In doing so, he also covers the work of other pioneers, notably William Konrad Roentgen and Thomas Edison. Roentgen was a "pure scientist" who discovered x-rays almost by accident and at first resented the application of his discovery to practical uses such as medical diagnosis. Edison, the prodigious inventor who was interested only in the practical application of scientific discoveries, and his co-worker Clarence Dally enthusiastically investigated the practical possibilities of the discoveries in the new field of radiation. Dally became so committed to his work in this field that he shortly developed an illness and died. At the time, no on knew about the dangers of prolonged exposure to x-rays. But sensing some connection between his co-worker's untimely death and his work with x-rays, Edison stopped his own investigations. Cole himself became involved in work with x-rays during his internship at Roosevelt Hospital in New York City in 1898 and 1899. His contribution to this important field was in the area of interpretation of what were at the time primitive x-rays and diagnosis of ailments such as tuberculosis and kidney stones. Cole writes in such a way that the reader feels she or he is right with him in the steps he makes in improving the use of x-rays. He adds drama and human interest to the origins of this important medical technology. The lecture "Dr. Watson and Mr. Sherlock Holmes" uses the popular mystery stories of Arthur Conan Doyle to explore the role of medicine in solving crimes, particularly murder. In some cases, medical tests are required to figure out if a crime was even committed. This lecture in particular demonstrates the fundamental role played by medicine in nearly all major areas of society throughout history. The seven collected lectures have broad appeal. All of them are informative and educational in an engaging way. Each is on an always interesting topic taken up by a professional in the field of medicine obviously skilled in communicating to the general reader. The authors seem almost mind readers in picking out the most fascinating aspects of their subjects which will appeal to the lay readers who are their intended audience. While meant mainly for lay persons, the lectures will appeal as well to doctors, nurses, and other professionals in the field of medicine for putting their work in a broader social context and bringing more clearly to mind the interests, as well as the stake, of the public in medicine. ********* 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 ***