/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171116.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, November 16, 2017, Vol. 21, No. 319 Headlines 1098 BLUE HILL: Has Access to Cash Collateral Through Dec. 14 24 AMHERST: Case Summary & Unsecured Creditor A LAUGHING FROG: Case Summary & 9 Unsecured Creditors AJ & MC RAMOS: Plan Confirmation Hearing on Dec. 1 ALAMO TOWERS: Wants Authority to Use Cash Collateral ARMADA LEASING: Strasburger Represents EverBank & Banc of America AUTHENTIDATE HOLDING: Reports $1.21M Net Loss for First Quarter AVAYA INC: Files SEC Form 10 Registration Statement AVAYA INC: Senior Secured Term Loan Upsized Due to Strong Demand BARONG LLC: Vail Village To Be Paid Up To $31.8K Under Plan BEACH DANS: Haque Buying Long Beach Business for $700K BELK INC: Bank Debt Trades at 18.68% Off BIG APPLE CIRCUS: December 12 Plan Confirmation Hearing BRADLEY DISTRIBUTING: Seeks Authorization to Use Cash Collateral C SWANK ENTERPRISES: Ally Bank Objects to Plan & Disclosures CADET DEVELOPMENT: Case Summary & Unsecured Creditor CALIFORNIA RESOURCES: Amends 2014 Credit Agreement With JPMorgan CARDINAL LOCAL SD: Moody's Hikes GOULT Debt Rating to Ba3 CHARLES OHNMACHT: CCG's Bid to Dismiss Claims for Relief Granted CHELSEA CRAFT: Court OKs Appointment of Y. Geron as Ch. 11 Trustee CHESAPEAKE ENERGY: Will Focus on Cash Flow Neutrality in 2018 CITIGROUP INC: Moody's Revises Outlook to Pos. & Affirms Ba2 Rating CJ MICHEL: DOJ Watchdog Seeks Appointment of Ch. 11 Examiner COMPETITION ACCESSORIES: CPO Says PII Sale May Violate FTC Act COMSTOCK RESOURCES: Westcott Cuts Stake to 6.47% as of Nov. 8 CRIMSON INVESTMENT: Given 30 More Days to File Plan, Disclosures CUMULUS MEDIA: Board Approves Incentive Compensation Plans CUMULUS MEDIA: In Talks Noteholders on Restructuring Alternatives CUMULUS MEDIA: Jan Baker Appointed to Audit Committee CUMULUS MEDIA: Posts $1.27 Million Net Income in Third Quarter DASEKE COMPANIES: Moody's Affirms B1 CFR & Changes Outlook to Neg. DASEKE INC: S&P Cuts Sec. Term Loan Rating to B+ on $150MM Add-on DAVID FAIRWEATHER: Trustee Private Sale of Revere Bank Stocks OK'd DELMARIE RIVERA FERNANDEZ: BSPR Owns San Juan Property, Court Rules EASTGATE COMMERCE: US Bank Seeks Appointment of Ch. 11 Trustee EASTMAN KODAK: S&P Lowers CCR to 'CCC+' on Lower Cash Balances ENTRAVISION COMMUNICATION: Moody's Rates Amended $300MM Loan B1 ENTRAVISION COMMUNICATIONS: S&P Affirms 'BB-' CCR on Refinancing EVERI PAYMENTS: Moody's Rates New $375MM Unsecured Notes Caa1 EVERI PAYMENTS: S&P Rates New $375MM Sr. Unsecured Notes 'CCC+' EXCO RESOURCES: John Wilder Resigns From Board of Directors EXCO RESOURCES: Suspends Services Agreement with ESAS EXELCO NV: Chapter 15 Case Summary EXGEN TEXAS: Moody's Cuts Term Loan Rating to Ca on Bankr. Filing EXPRO INT'L: Bank Debt Trades at 36.40% Off FINJAN HOLDINGS: Incurs $4.23 Million Net Loss in Third Quarter FIVE POINT: Moody's Assigns 'B3' Corporate Family Rating FIVE POINT: S&P Assigns 'B-' Corp. Credit Rating, Outlook Stable FM 544 PARK: Park Vista Buying Collin County Property for $5.5M FORESIGHT ENERGY: Bank Debt Trades at 6.25% Off FREESEAS INC: Annual Meeting of Shareholders on Dec. 19 FRONTIER COMMUNICATIONS: Bank Debt Trades at 5.87% Off FURNITURE MARKETING: Has Authorization to Use Cash Collateral GETTY IMAGES: Bank Debt Trades at 13.22% Off GILES REPLOGLE: Selling Personalty and All Assets of Affiliates GNC HOLDINGS: Fitch Assigns B+ Long-Term IDR; Outlook Negative GULFMARK OFFSHORE: Wants to Preserve Exclusivity Until February 12 HALAIS GROUP: Court Refuses to Stay Financing Order Pending Appeal HATU WINDS: SBA Seeks Ch. 11 Trustee or Ch. 7 Conversion IMH FINANCIAL: Unit Acquires $12.25 Million Mezzanine Loan INFOR US: Fitch Keeps 'BB/RR1' Rating on Repriced Euro Term Loan INSTITUTE OF CARDIOVASCULAR: Seeks Feb. 12 Plan Filing Extension ION MEDIA: S&P Alters Outlook to Positive on Improved Performance J & K JIMENEZ: Court Okays Disclosures, Confirms Plan JC PENNEY: Bank Debt Trades at 10.5% Off JOEL LAZARO: DOJ Watchdog Appoints J. Rund as Ch. 11 Trustee KELLY GRAINGER: Selling 2007 Mercedes S-550 for $4.5K L&R DEVELOPMENT: Court Junks Couple's Urgent Bid for Stay LA PALOMA GENERATING: LNV Not Liable for Emission Obligations LANDMARK HOSPITALITY: Bank of LV's Lien To Be Released Under Plan LE CENTRE: Sets Procedures for Louisville Property LENNAR CORP: Fitch Rates Sr. Unsecured Notes Offer BB+ LENNAR CORP: Moody's Rates Proposed $1BB Sr. Unsecured Notes Ba1 LENNAR CORP: S&P Rates New Senior Unsecured Notes 'BB+' LONG-DEI LIU: PCO Files 9th Interim Report LTD MANAGEMENT: Unsecureds to Recover 17.68% Under Plan MISSIONARY ASSEMBLY: Bethel Buying Marlborough Property for $2M MONTCO OFFSHORE: Seeks to Maintain Plan Exclusivity Thru Dec. 13 MONTEZUMA MEXICAN: Unsecureds to Get $3,204.78 Per Month for 6 Yrs. MOREHEAD MEMORIAL: Nexsen Pruet Represents NC Emergency MOTORS LIQUIDATION: Has $485M Net Assets in Liquidation at Sept. 30 MOUNT CALVARY PENTECOSTAL: Unsecureds to Get $15,000 Under Plan MPH ACQUISITION: Moody's Lowers Corporate Family Rating to B3 MULTIPLAN INC: S&P Affirms 'B+' Issuer Rating on Debt Issuance NEIMAN MARCUS: Bank Debt Trades at 21.25% Off NEW GETHSEMANE: Case Summary & 6 Largest Unsecured Creditors NEW HOPE: Moody's Lowers Student Housing Bonds Ratings to B1 NORTHERN OIL: S&P Raises CCR to 'CCC+' on New Capital Structure NUSTAR ENERGY: Fitch Rates New Series C Perpetual Preferreds B+/RR6 NUSTAR ENERGY: Moody's Rates New Perpetual Preferred Units Ba3 NUSTAR ENERGY: S&P Lowers CCR to 'BB' on Lower EBITDA Forecast NUWELD INC: Caterpillar Financial Says Disclosures, Plan Misleading OAK CLIFF DENTAL: Court Says Appointment of Ombudsman Not Necessary OCEAN CLUB: Case Summary & 20 Largest Unsecured Creditors PACKERS HOLDINGS: Fitch Assigns B- Long-Term Issuer Default Rating PARETEUM CORP: Closes $12 Mil. Firm Commitment Public Offering PDC ENERGY: Moody's Rates Proposed $600MM Sr. Unsecured Notes 'B1' PDC ENERGY: S&P Rates New $600MM Senior Unsecured Notes 'BB-' PEAK WEB: Court Narrows Claims in Machine Zone's Lawsuit PENICK PRODUCE: Wants to Preserve Plan Exclusivity Until Jan. 31 PETCO ANIMAL: Bank Debt Trades at 19.25% Off PETSMART INC: Bank Debt Trades at 17.25% Off PHOTO STENCIL: Files Chapter 11 Plan of Liquidation PHOTO STENCIL: The Albers Buying All Assets for $3.4 Million PT HOLDINGS: S&P Assigns 'B-' Corp. Credit Rating, Outlook Stable QUANTUM CORP: Incurs $7.86 Million Net Loss in Second Quarter QUANTUM CORP: May Issue Additional 2.1M Shares Under 2012 LTIP QUANTUM CORP: Private Capital Has 4.51% Equity Stake RBW SD INC: Case Summary & 18 Largest Unsecured Creditors REAL INDUSTRY: S&P Lowers CCR to 'CCC+', On CreditWatch Negative REES ASSOCIATES: Court Extends Ch. 11 Exclusivity Periods to Jan. 5 RELIABLE HUMAN: Seeks Authorization to Use Cash Collateral ROYAL FLUSH: Ally Bank Tries to Block Disclosures Approval RR DONNELLEY: S&P Lowers CCR to 'B' on Weak Credit Measures RV COLLISION: Disclosures OK'd; Plan Hearing on Jan. 11 SAMUEL EVANS WYLY: Selling 2007 Subaru Forester for $7K SANCTUARY CARE: GSH Bid to Junk CNB's Contract Breach Claim Nixed SKY-SKAN INC: Seeks Authority on Interim Use of IRS Cash Collateral SOUTH COAST: Briar Capital Seeks Appointment of Chapter 11 Trustee SOUTHCROSS ENERGY: Incurs $19.1 Million Net Loss in Third Quarter SOUTHERN REDI-MIX: Authorized to Use Cash Collateral on Final Basis STRINGER FARMS: Unsecureds to Get 65% to 99% Under Wells Fargo Plan SUNEDISON INC: Bankr. Court Has No Jurisdiction to Approve Release SUNSHINE SEATTLE: Involuntary Chapter 11 Case Summary TALEN ENERGY: Moody's Rates Proposed $400MM Sr. Unsecured Notes B1 TALEN ENERGY: S&P Rates 2026 Sr. Unsec. Guaranteed Notes 'B+' TELEXFREE LLC: Trustee Selling West Palm Beach Property for $133K TLA TANNING: Jones Buying Buford Business Assets for $13K TOP SHELF CLOSETS: Court Denies Continued Use of Cash Collateral TOP TIER SITE: Wants Emergency Access to Cash Collateral TORTOISE BORROWER: Moody's Assigns Ba2 CFR; Outlook Stable WEST TEXAS BULLDOG: Not Allowed to Continue Using Cash Collateral WILLIAM ALVEAR: Daniel Alas Buying Las Vegas Property for $175K WILLIAMS SCOTSMAN: Moody's Assigns 'B2' CFR; Outlook Stable WRIGHT'S WELL: Unsecured to be Paid from Patent Litigation Proceeds ZEKE'S WORLD: Unsecured Claims To Be Paid in Full Over 60 Months [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1098 BLUE HILL: Has Access to Cash Collateral Through Dec. 14 ------------------------------------------------------------- Judge Frank J. Bailer of the U.S. Bankruptcy Court for the District of Massachusetts authorized 1098 Blue Hill Avenue LLC to use cash collateral on an interim basis through the continued hearing which is scheduled for December 14, 2017 at 9:30 a.m. A full-text copy of the Order, dated November 9, 2017, is available for free at http://tinyurl.com/y7qa26kw About 1098 Blue Hill Avenue Based in Boston, Massachusetts, 1098 Blue Hill Avenue LLC is a single asset real estate as that term is defined in 11 U.S.C. Section 101(51B). 1098 Blue Hill Avenue LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-13836) on Oct. 17, 2017. Joseph D. Jeudy, its manager, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Frank J. Bailey presides over the case. 24 AMHERST: Case Summary & Unsecured Creditor --------------------------------------------- Debtor affiliates that filed simultaneously Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- 24 Amherst, LLC 17-22188 24 Amherst Drive Winder, GA 30680 Northeast Georgia Anesthesia Services, Inc. 17-22189 dba Ancora Pain Recovery 1638 Prince Avenue Athens, GA 30606 Holladay Holdings, LLC 17-22190 Type of Business: 24 Amherst, LLC is a real estate company based in Winder, Georgia. Northeast Georgia Anesthesia Services Inc. is a medical group specializing in interventional pain management, anesthesiology, pain management, addiction medicine, physical medicine and rehabilitation. Chapter 11 Petition Date: November 14, 2017 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Judge: Hon. James R. Sacca Debtors' Counsel: Anna Mari Humnicky, Esq. COHEN POLLOCK MERLIN & SMALL, PC 3350 Riverwood Parkway, Suite 1600 Atlanta, GA 30339 Tel: 770-858-1288 Fax: 770-858-1277 E-mail: ahumnicky@cpmas.com Debtors' Accountant: J. ALLEN SEYMOUR, CPA, PC Assets and Liabilities: Estimated Estimated Assets Liabilities ---------- ----------- 24 Amherst, LLC $500,000 to $1 million $1 million to $10 million Northeast Georgia $1,000,000 to $10 million $1 million to $10 million The petitions were signed by Janene D. Holladay, member. 24 Amherst, LLC, lists Barrow County Tax Commissioner as its sole unsecured creditor. holding a claim of $7,348. A full-text copy of 24 Amherst, LLC's petition is available at: http://bankrupt.com/misc/ganb17-22188.pdf A full-text copy of Northeast Georgia Anesthesia's petition, along with a list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ganb17-22189.pdf A LAUGHING FROG: Case Summary & 9 Unsecured Creditors ----------------------------------------------------- Debtor: A Laughing Frog LLC a New Mexico limited liability company 8110 S Houghton Tucson, AZ 85747 Type of Business: A Laughing Frog is the fee simple owner of four rental properties in Santa Fe, New Mexico having an aggregate market value of $950,000. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Chapter 11 Petition Date: November 14, 2017 Case No.: 17-12887 Court: United States Bankruptcy Court District of New Mexico (Albuquerque) Judge: Hon. Robert H. Jacobvitz Debtor's Counsel: William F. Davis, Esq. WILLIAM F. DAVIS & ASSOC., P.C. 6709 Academy NE, Suite A Albuquerque, NM 87109 Tel: 505-243-6129 Fax: 505-247-3185 E-mail: daviswf@nmbankruptcy.com Joel Alan Gaffney, Esq. WILLIAM F. DAVIS & ASSOC., P.C. 6709 Academy Rd. NE, Suite A Albuquerque, NM 87109 Tel: (505) 243-6129 Fax: (505) 247-3185 E-mail: jgaffney@nmbankruptcy.com Nephi D Hardman, Esq. WILLIAM F. DAVIS & ASSOC., P.C. 6709 Academy NE, Suite A Albuquerque, NM 87109 Tel: 505-243-6129 Fax: 505-247-3185 E-mail: nhardman@nmbankruptcy.com - and - Andrea D. Steiling, Esq. WILLIAM F. DAVIS & ASSOC., P.C. 6709 Academy NE, Suite A Albuquerque, NM 87109 Tel: 505-243-6129 Fax: 505-247-3185 E-mail: andrea.ds.woody@gmail.com Total Assets: $950,000 Total Liabilities: $2.07 million The petition was signed by Bruce Kuehnle, president. A copy of the Debtor's list of nine unsecured creditors is available for free at: http://bankrupt.com/misc/nmb17-12887_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nmb17-12887.pdf AJ & MC RAMOS: Plan Confirmation Hearing on Dec. 1 -------------------------------------------------- The Hon. David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas has conditionally approved A.J. & M.C. Ramos Partners, Ltd.'s disclosure statement referring to the Debtor's plan of reorganization. The Court will conduct an evidentiary hearing to consider final approval of the Disclosure Statement and confirmation of the Plan on Dec. 1, 2017, at 10:00 a.m. (Central Time). Objections to the final approval of the Disclosure Statement and the plan confirmation must be filed by Nov. 24, 2017, at 5:00 p.m. (Central Time). Nov. 24, 2017, at 5:00 p.m. (Central Time) is also the deadline for filing ballots accepting or rejecting the Plan. As reported by the Troubled Company Reporter on Oct. 31, 2017, the Debtor filed with the Court an amended disclosure statement dated Oct. 16, 2017, referring to the Debtor's reorganization plan dated Oct. 16, 2017. General unsecured creditors are classified in Class 3, and will receive a distribution of 100% of their allowed claims, to be distributed as follows semi-annual payments over a period of 4 years. Holders will receive a monthly payment of $2,954.67 starting Nov. 1, 2017. About A.J. & M.C. Ramos A.J. & M.C. Ramos Partners, LTD., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 15-20467) on Nov. 30, 2015. The case is assigned to Judge David R. Jones. ALAMO TOWERS: Wants Authority to Use Cash Collateral ---------------------------------------------------- Alamo Towers - Cotter, LLC, asks the United States Bankruptcy Court for the Western District of Texas to authorize the use, sale, or lease of cash collateral on an interim basis in the continuing operation of its business until such time as the Debtor's primary assets are sold or a plan is confirmed. The Debtor's sole source of revenue comes from the rents received from tenants renting commercial office space at "Alamo Towers." Currently, the gross rents received are approximately $181,000 per month. The Debtor believes that the rents are the cash collateral of ML-CFC 2007-7 NE Loop 410, LLC, c/o LNR Partners, LLC. According to the Debtor's books, LNR Partners is believed to be owed approximately $10,698,179 plus accrued interest and legal fees. Therefore, there is a significant amount of equity in the Alamo Towers properties. The total ad valorem property taxes due for the 2017 tax year is approximately $369,534, with no prior years' delinquent taxes owed. An escrow account was established with LNR Partners primarily for the payment of property taxes. There is currently believed to be $490,797.42 in the escrow account - much more than will be needed to pay the current years’ ad valorem taxes. The buildings are insured through Zurich American Insurance Company, and policy premiums are current. Moreover, the Debtor proposes to provide adequate protection to the party with an interest in cash collateral in the following manner: (a) Granting a replacement lien to the same extent, priority and validity as its pre-petition lien; (b) Providing for and authorizing the full payment of the currently due ad valorem property taxes out of the escrow account held by LNR Partners; (c) The Debtor will maintain insurance coverage for the properties giving rise to the cash collateral; and (d) The Debtor will continue to operate its business in the ordinary course of business thus generating additional cash collateral. A full-text copy of the Debtor's Motion, dated November 9, 2017, is available at http://tinyurl.com/y89fgowv About Alamo Towers - Cotter Alamo Towers - Cotter, LLC, owns an eight-story low-rise building in San Antonio, Texas. Located in the heart of the north central office market, Alamo Towers is centrally accessible to all key activities in the city. The 198,452 sq. ft. facility features easy access to San Antonio's major highways, panoramic views and ample parking space. Alamo Towers - Cotter filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-52599) on Nov. 6, 2017. The petition was signed by Marcus P. Rogers, as Ind. Adm. of the Est. of James F. Cotter, Dec'd. At the time of filing, the Debtor estimated assets and liabilities at $10 million to $50 million each. The case is assigned to Judge Craig A. Gargotta. The Debtor is represented by Anthony H. Hervol, Esq. of the Law Office of Anthony H. Hervol. No trustee or examiner has been appointed in the Debtor's Chapter 11 case. ARMADA LEASING: Strasburger Represents EverBank & Banc of America ----------------------------------------------------------------- Strasburger & Price, LLP, filed with the U.S. Bankruptcy Court for the Northern District of Texas a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure of multiple representation, saying that it represents EverBank Commercial Finance, Inc., and Banc of America Leasing & Capital, LLC, in the Chapter 11 cases of Armada Leasing, LLC, and High Country Transportation, Inc. EverBank and Banc of America are each creditors of the Debtors and the nature and principal amount of each of their claims are: a. EverBank Commercial Finance, Inc. 10 Waterview Boulevard Parsippany, NJ 07054 Nature of Claim Against the Debtors: Unpaid Lease Payments on Equipment Now Returned Principal Amount of Claim (Exclusive of Interest, Costs, and Attorneys' Fees): $694,395.87 b. Banc of America Leasing & Capital, LLC 2600 W. Big Beaver Troy, Michigan 48084 Nature of Claim Against the Debtors: Unpaid Lease Payments on Equipment Now Returned Principal Amount of Claim (Exclusive of Interest, Costs, and Attorneys' Fees): $329,314.31 EverBank and Banc of America have consented to this multiple representation by the Firm. The Firm can be reached at: Robert P. Franke, Esq. Andrew G. Edson, Esq. STRASBURGER & PRICE L.L.P. 901 Main Street, Suite 6000 Dallas, Texas 75202 Tel: (214) 651-4300 Fax: (214) 651-4330 About Armada Leasing Headquartered in Dallas, Texas, Armada Leasing, LLC -- http://www.highcountrytrans.com/-- specializes in leasing trucks to owner-operators. High Country Transportation, Inc., an affiliate of Armada which is also based in Dallas, is in the trucking industry. HCT operates in three divisions, namely: the over-the-road hopperbottom division which focuses on serving shippers in the Midwest, Texas and Western 11 states; the dedicated dry bulk division which operates in Colorado and New Mexico and actively seeks new opportunities in the West, Midwest and Texas; and the Freedom over-the-road dry van division which focuses on helping contractors who also have the entrepreneurial drive to create their own trucking business. Armada and HCT filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 17-32498) on June 29, 2017. The petitions were signed by Kirk Crowley, managing member of Armada and vice-president of HCT. At the time of the filing, Armada estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. HCT estimated assets and liabilities of $10 million and $50 million. AUTHENTIDATE HOLDING: Reports $1.21M Net Loss for First Quarter --------------------------------------------------------------- Authentidate Holding Corp. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss available to common shareholders of $1.21 million on $3.35 million of total net revenues for the three months ended Sept. 30, 2017, compared to a net loss available to common shareholders of $4,791 on $6.05 million of total net revenues for the three months ended Sept. 30, 2016. As of Sept. 30, 2017, Authentidate Holding had $15.85 million in total assets, $8.87 million in total liabilities and $6.98 million in total shareholders' equity. At Sept. 30, 2017, unrestricted cash and cash equivalents amounted to approximately $734,000 and total assets at that date were approximately $15,852,000 compared to June 30, 2017 cash and cash equivalents of approximately $1,121,763 and total assets of approximately $16,732,000. The Company's current estimated monthly cash requirement is approximately $1,300,000. Currently, its available cash and cash equivalents as of the filing date of this Quarterly Report on Form 10-Q is approximately $278,000. Net cash used by operating activities for the quarter ended Sept. 30, 2017 was approximately $388,000, and total cash used was approximately $388,000. The Company stated, "As of the filing date of this Quarterly Report on Form 10-Q, there is outstanding an aggregate principal amount of $2,545,199 of senior secured convertible notes with a maturity date of March 20, 2018 and a secured note subordinated to the interests of the existing senior lenders in the principal amount of $240,000 with a maturity date of June 15, 2018 and is included in accrued expenses on the condensed consolidated balance sheet. We expect existing resources, revenues generated from operations, and proceeds received from other transactions we are considering (of which there can be no assurance) to satisfy working capital requirements for at least the next twelve months; however, no assurances can be given, that we will be able to generate sufficient cash flow from operations or complete other transactions to satisfy our other obligations. The accompanying condensed consolidated financial statements do not include any adjustments to the recoverability and classification of assets carrying amounts or the amounts and classifications of liabilities that might result from the outcome of these uncertainties. Accordingly, the Company needs to raise additional capital and are exploring potential transactions to improve our capital position. Unless we can increase revenues substantially or generate additional capital from other transactions, our current cash resources will only satisfy our working capital needs for a limited period of time. "The Company does not have a bank line of credit or other fixed source of capital reserves. We are exploring potential transactions to improve our capital position to ensure we can meet our financing and working capital requirements. We would expect to raise additional funds through obtaining a credit facility from an institutional lender or undertaking private debt financings. Raising additional funds by issuing equity or convertible debt securities may cause our stockholders to experience substantial dilution in their ownership interests and new investors may have rights superior to the rights of our other stockholders. Raising additional funds through debt financing or preferred stock, if available, may involve covenants that restrict our business activities and options and such additional securities may have powers, designations, preferences or rights senior to our currently outstanding securities. We may also enter into financing transactions which involve the granting of liens on our assets or which grant preferences of payment from our revenue streams, all of which could adversely impact our ability to rely on our revenue from operations to support our ongoing operating costs. Alternatively, we may seek to obtain new financing from existing security holders, which may include reducing the exercise or conversion prices of outstanding securities, or the issuance of additional equity securities. Currently, we do not have any definitive agreements with any third-parties for such transactions and there can be no assurance; however, that we will be successful in raising additional capital or securing financing when needed or on terms satisfactory to the company. If we are unable to raise additional capital when required, or on acceptable terms, we will need to reduce costs and operations substantially or potentially suspend operations, any of which would have a material adverse effect on our business, financial condition and results of operations. "Management has concluded that due to the conditions described above, there is substantial doubt about the entity's ability to continue as a going concern. We have evaluated the significance of the conditions in relation to our ability to meet our obligations and believe that our current cash balance will provide sufficient capital to continue operations through fiscal 2018. While our plan is to raise capital from commercial operations and/or product partnering opportunities to address our capital deficiencies and meet our operating cash requirements, there is no assurance that our plans will be successful. If we fail to generate sufficient capital from commercial operations or partnerships, we will need to seek capital from other sources and risk default under the terms of our existing loans. We cannot assure you that financing will be available on favorable terms or at all. Additionally, if additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities would result in dilution to our existing stockholders. Furthermore, despite our optimism regarding the future of the Company, even if the Company is adequately funded, there is no guarantee that any of our services will perform as hoped or that such services can be successfully commercialized." A full-text copy of the Form 10-Q is available for free at: https://is.gd/oBsa1n About Authentidate Authentidate Holding Corp. and its subsidiaries -- http://www.authentidate.com/-- primarily provide an array of clinical testing services to health care professionals through its wholly owned subsidiary, Peachstate Health Management, LLC d/b/a AEON Clinical Laboratories. AHC also continues to provide its legacy secure web-based revenue cycle management applications and telehealth products and services that enable healthcare organizations to increase revenues, improve productivity, reduce costs, coordinate care for patients and enhance related administrative and clinical workflows and compliance with regulatory requirements. Web-based services are delivered as Software as a Service (SaaS) to its customers interfacing seamlessly with billing, information and records management systems. Authentidate Holding reported a net loss of $32.07 million on $20.19 million of total net revenues for the year ended June 30, 2017, compared to net income of $5.26 million on $34.57 million of total net revenues for the year ended June 30, 2016. The Company's independent accounting firm IsnerAmper LLP in Iselin, New Jersey, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended June 30, 2017, noting that the Company has a working capital deficit and its capital requirements have been and will continue to be significant, which raise substantial doubt about its ability to continue as a going concern. AVAYA INC: Files SEC Form 10 Registration Statement --------------------------------------------------- Avaya Holdings Corp. on Nov. 13, 2017, disclosed that it has filed a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission (SEC) to register its common stock under the Securities Exchange Act of 1934, as amended (the Act), a requirement for the company's stock to trade on a national securities exchange. The filing was made in connection with Avaya's intent to emerge from chapter 11 as a publicly listed company, as contemplated in its Plan of Reorganization. "[Mon]day's filing marks another important step toward Avaya's successful emergence from chapter 11," said Jim Chirico, President and Chief Executive Officer. "Our registration statement lays the groundwork for us to begin building our next chapter as a publicly traded company. Once it is effective, Avaya will become a reporting company, which will provide transparency to our various stakeholders-with a goal of communicating the strength of our business, the growth opportunities we see ahead and the long-term value we seek to create for our new stockholders." A copy of the filing is available for download at www.avaya.com/investors/secfilings and on the SEC's website at www.sec.gov. A hearing to consider confirmation of Avaya's Plan of Reorganization is scheduled to commence on November 28, 2017. About Avaya Inc. Avaya Inc. is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; Zolfo Cooper LLC as restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG LLP as tax and accountancy advisor; and The Siegfried Group, LLP, as financial services consultant. Prime Clerk LLC is their claims and noticing agent. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. Morrison & Foerster is the creditors committee's counsel. On April 13, 2017, the Debtors filed their joint Chapter 11 plan of reorganization. Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as advisors to an ad hoc group -- Ad Hoc Crossholder Group -- comprised of holders of the Company's (i) 33.98% of the $3.235 billion total amount outstanding under loans issued pursuant to a Third Amended and Restated Credit Agreement, amended and restated as of December 12, 2012 (the "Prepetition Cash Flow Term Loans"); (ii) 28.38% of the $1.009 billion total principal amount outstanding under notes issued pursuant to an indenture for the 7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes"); (iii) 12.82% of the $290 million total principal amount outstanding under notes issued pursuant to an indenture for 9.00% Senior Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70% of the $1.384 billion total amount outstanding under notes issued pursuant to an indenture for 10.5% Senior Secured Notes Due 2021 (the "Second Lien Notes"); and (v) 24% of the $725 million outstanding under loans issued under the Debtors' debtor-in-possession financing (the "DIP Facility") pursuant to a Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of Jan. 24, 2017. AVAYA INC: Senior Secured Term Loan Upsized Due to Strong Demand ---------------------------------------------------------------- Avaya Holdings on Nov. 10, 2017, disclosed that its wholly-owned subsidiary, Avaya Inc., has successfully priced a $2.925 billion senior secured term loan, which was upsized from $2.425 billion, in response to strong market demand. The term loan results in a simplified, single-tranche long-term debt capitalization structure upon emergence at a level consistent with the total debt structure contemplated by Avaya's Plan of Reorganization. "The successful upsize and pricing of this senior secured term loan is a very important step in our emergence from chapter 11, simplifies our capital structure, and strengthens Avaya's ability to pursue future growth opportunities," said Jim Chirico, Avaya's President and Chief Executive Officer. The revised capital structure is expected to result in more than $200 million in annual cash interest savings compared to fiscal year 2016. The term loan will mature in 2024 and bear interest at a rate of LIBOR plus 4.75% per annum, with a 1.00% LIBOR floor. The facility is being arranged by Goldman Sachs Bank USA as administrative agent, syndication agent, joint lead arranger and joint bookrunner, as well as Citigroup Global Markets Inc., Barclays Bank PLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. as joint lead arrangers and joint bookrunners. Centerview Partners LLC and Zolfo Cooper LLC are Avaya's financial and restructuring advisors and Kirkland & Ellis LLP is Avaya's restructuring counsel. A hearing to consider confirmation of Avaya's Plan of Reorganization is scheduled to commence on November 28, 2017. The funding and closing of the term loan is expected to occur in December 2017, concurrent with the anticipated effective date of Avaya's Plan of Reorganization. The proceeds from the term loan will be used to support Avaya's emergence from chapter 11. About Avaya Inc. Avaya Inc. is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; Zolfo Cooper LLC as restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG LLP as tax and accountancy advisor; and The Siegfried Group, LLP, as financial services consultant. Prime Clerk LLC is their claims and noticing agent. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. Morrison & Foerster is the creditors committee's counsel. On April 13, 2017, the Debtors filed their joint Chapter 11 plan of reorganization. Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as advisors to an ad hoc group -- Ad Hoc Crossholder Group -- comprised of holders of the Company's (i) 33.98% of the $3.235 billion total amount outstanding under loans issued pursuant to a Third Amended and Restated Credit Agreement, amended and restated as of December 12, 2012 (the "Prepetition Cash Flow Term Loans"); (ii) 28.38% of the $1.009 billion total principal amount outstanding under notes issued pursuant to an indenture for the 7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes"); (iii) 12.82% of the $290 million total principal amount outstanding under notes issued pursuant to an indenture for 9.00% Senior Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70% of the $1.384 billion total amount outstanding under notes issued pursuant to an indenture for 10.5% Senior Secured Notes Due 2021 (the "Second Lien Notes"); and (v) 24% of the $725 million outstanding under loans issued under the Debtors' debtor-in-possession financing (the "DIP Facility") pursuant to a Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of Jan. 24, 2017. BARONG LLC: Vail Village To Be Paid Up To $31.8K Under Plan ----------------------------------------------------------- Barong, LLC, and SiSu Too, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado an amended joint disclosure statement dated Oct. 30, 2017, to accompany the Debtors' amended joint plan of reorganization dated Aug. 28, 2017. The Class 2 and 6 claims of Vail Village Plaza Condominium Association are impaired by the Plan. These claims will continue to be secured by the real property located in Vail, Colorado, with an address of 100 East Meadow Drive, Units 2,3,5,6B,6C, and 9, and real property consisting of five parking spaces located in Vail, Colorado, as appropriate, and paid in the amounts of $30,330 for Class 2 and $1,510.60 for Class 6, or lesser amount as otherwise agreed by the Debtor and the Class 2 and 6 claimants, upon the sale or refinance of the Properties in the order of priority as determined by applicable law. The Properties will be sold or refinanced no later than June 30, 2018, or at a later date if agreed by the Class 2 and 6 claimants. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/cob17-14551-158.pdf As reported by the Troubled Company Reporter on Sept. 14, 2017, the Debtors filed with the Court a joint disclosure statement to accompany the Debtor's amended joint plan of reorganization dated Aug. 28, 2017. Allowed unsecured claims would be paid from the net proceeds from the sale of the Barong, LLC and Sisu Too, LLC real property on a pro-rata basis. Interest would accrue at the rate of 3% per annum if claims are paid in full. About Barong LLC Barong, LLC, based in Avon, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14551) on May 16, 2017. The Hon. Elizabeth E. Brown presides over the case. Jenny M. Fujii, Esq., at Kutner Brinen, P.C., 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 Shaon Mou, manager. About SiSu Too, LLC SiSu Too, LLC, based in Avon, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14555) on May 16, 2017. The Hon. Elizabeth E. Brown presides over the case. Jenny M. Fujii, Esq, at Kutner Brinen, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Sharon Mou, manager. The Debtor has filed a bankruptcy petition within the past eight years in the District of Colorado or there is a related case pending in the District under Case No. 17-14551 EEB. Pursuant to L.B.R. 1073-1, this case has been reassigned to the judge that heard or is assigned the previous case. Judge Brown was added to the case and the involvement of Judge Michael E. Romero was terminated. BEACH DANS: Haque Buying Long Beach Business for $700K ------------------------------------------------------ Beach Dans, Inc., asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the business, consisting of the leasehold improvements, furniture, fixtures, equipment, smallwares, utensils, uniforms, dinnerware, software, and franchise license associated with said business for Denny's #7211 restaurant located at 601 Long Beach Blvd., Long Beach, California to Mohammed Haque or his assigns for $700,000 plus inventory estimated at approximately $12,000, subject ot overbid. A hearing on the Motion is set for Dec. 5, 2017 at 10:00 a.m. The Debtor operates the Restaurant. It was threatened by its franchisor, DFO, that its franchise would be terminated, and by its lessor, Denny's, that its lease would be terminated, thus necessitating the bankruptcy case. DFO, LLC/Denny's Inc. has filed a stay motion to terminate the Debtor as a Denny's and presumably to evict the Debtor. By the Motion, it intends to promptly sell the Business with approval of the Court. The Debtor acquired the Restaurant in February 2015 from Kuljeet and Manmeet Nijjar who were in a distressed situation needing to sell. The Nijjars had little time left on their Franchise Agreement with DFO dated Dec. 29, 1998, that terminates Feb. 1, 2019 ("FA"). As part of the acquisition, DFO, the Debtor and Nijjars entered the Consent to Assignment of Franchise Agreement Dated Feb. 5, 2015. Denny's is the master tenant for the Restaurant, which has two master landlords for the building and parking lot. It had entered a Sublease Agreement Dated Dec. 29, 1998 with the Nijjars, which also has little time left and expires March 31, 2018, with no options to renew ("Sublease"). As part of the acquisition, Denny's, the Debtor and Nijjars entered the Consent to Assignment of Sublease Agreement Dated Feb.y 5, 2015. The Debtor's acquisition price for the Restaurant was $1,500,000, of which $425,000 was paid, and the Nijjars carried back $1,075,000 through their entity, Denfood #2, Inc., in two notes of $1,000,000 which was retained, and $75,000, which was assigned to National Franchise Sales, Inc. ("NFS") for its commission. Denfood and NFS also filed Financing Statements on March 5, 2015. The Denfood Note and NFS Note are identical, except for the dollar amount. Due to the very short time remaining on the FA and Sublease that greatly diminishes the value of the Restaurant, the Denfood Note and NFS Note contain a very important provision: in the event no additional lease term is obtained, the entire balance of the note is forgiven. Therefore, nothing will be owed to Denfood nor NFS. The Business is encumbered by a lien of the Employment Development Department in the approximate amount of $11,000, which will be paid through escrow. The Business is also encumbered by four disputed liens held by (i) United Community Bank ("UCB"), (ii) Denfood, (iii) NFS, and (iv) Meadowbrook Meat Co. By the Motion, the Debtor asks approval to sell the Business free and clear of the liens, which are subject to a bona fide dispute. The Sale is of the Business only and the Buyer will obtain its own leases for the Restaurant and parking lot and its own Denny's franchise agreement with DFO, which are a contingency to the sale along with Buyer obtaining financing. The Debtor is currently a subtenant of Denny's. The Sale will be subject to overbidding during the hearing on the Motion. All potential overbidders must demonstrate to the Debtor's satisfaction prior to the hearing that they have sufficient funds on hand to immediately close the Sale upon winning the Auction. The minimum initial overbid will be $725,000. Subsequent overbids will be in increments no less than $1,000. A $50,000 deposit is required to be paid to the Debtor two days prior to hearing. The Sale is clearly an exercise of the Debtor's sound business judgment, as it will bring $700,000 into the estate, while, in contrast, if DFO terminates the FA and tries to shut down the Debtor's Restaurant, creditors will get nothing. Moreover, it was careful to choose the Buyer who is already a Denny's franchisee and will just have to go through the normal process to obtain a new franchise agreement for the Restaurant as part of the Sale process. Accordingly, the Debtor asks the Court to approve the relief sought. Absent any objection to the Motion, the Debtor asks that the 14-day stay be waived so that the parties may quickly close the Sale. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Beach_Dans_36_Sales.pdf The Creditors: DENFOOD #2, INC. Attn: Kuljet Nijjar 18904 Secretariat Way Yorba Linda, CA 92886-2672 DFO, LLC/DENNY'S INC. 203 E. Main Street Spartanburg, SC 29313 EMPLOYMENT DEVELOPMENT DEPARTMENT Bankruptcy Group MIC 92E PO Box 826880 Sacramento, CA 94230 NATIONAL FRANCHISE SALES 1601 Dave Street Suite 150 Newport Beach, CA 92660-1420 About Beach Dans Beach Dans, Inc., sought Chapter 11 protection (Bankr. D.D. Cal. Case No. 17-22786) on Oct. 18, 2017. Peter Yoon, president, signed the petition. The Debtor estimated assets in the range of $500,000 to $1 million and $1 million to $10 million in debt. The case is assigned to Judge Julia W. Brand. The Debtor tapped Robert P Goe, Esq., and Charity J Miller, Esq., at Goe & Forsythe, LLP as counsel. BELK INC: Bank Debt Trades at 18.68% Off ---------------------------------------- Participations in a syndicated loan under BELK, Inc. is a borrower traded in the secondary market at 81.32 cents-on-the-dollar during the week ended Friday, November 10, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.43 percentage points from the previous week. BELK, Inc pays 450 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on Nov. 19, 2022 and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 10. BIG APPLE CIRCUS: December 12 Plan Confirmation Hearing ------------------------------------------------------- TBAC Wind Down, Ltd. f/k/a The Big Apple Circus, Ltd. files with the U.S. Bankruptcy Court for the Southern District of New York a solicitation version of the Disclosure Statement. On September 15, 2017, Circus filed a Disclosure Statement for the Chapter 11 Plan of Liquidation of TBAC Wind Down, Ltd. On October 31, Circus filed a revised version of the Disclosure Statement. Subsequently, on November 1, the Court entered an order approving the Disclosure Statement. The deadline to vote on the Plan is on December 1, 2017. All ballots must be sent to: Donlin Recano & Co. Inc. Re: TBAC Wind Down, Ltd. 6201 15th Avenue P.O. Box 199043, Blythebourne Station Brooklyn, NY 11219 Email: tbacballots@donlinrecano.com A hearing to consider confirmation of the Plan is scheduled to be held on December 12, 2017 at 11:00 a.m. The deadline to object to confirmation of the Plan is on December 1. The Plan provides for distributions to creditors of Circus, largely from the proceeds of the sale of the Debtor's real property located at 39 Edmunds Lane, Walden, New York, which was sold for $2.5 million, and the sale of the Debtor's circus equipment and other related personal and intellectual property associated with the Debtor's performance unit which, after an extensive marketing process and auction, were sold for $1.3 million. The Plan provides for payment in full of all allowed administrative claims, allowed priority tax claims, allowed secured claims, allowed priority non-tax claims, and allowed deposit claims. Class 4 consists of all allowed general unsecured claims. Each holder of allowed general unsecured claim will receive a pro rata share of the Available Assets (less any valid Plan Expenses). The Debtor estimates that Available Assets will total approximately $1,573,087 -- $1,724,157. Class 4 general unsecured claims are impaired under the Plan and holders of such Claims may receive 15% - 18% distribution under the Plan. Therefore, such creditors are entitled to vote to accept or reject the Plan. The Debtor has estimated total general unsecured claims in the amount $9,416,636 -- $10,278,796. A full-text copy of the Disclosure Statement, dated November 2, 2017, is available for free at https://is.gd/3KMReo About The Big Apple Circus The Big Apple Circus, Ltd., filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13297) on Nov. 20, 2016. The petition was signed by Will Maitland Weiss, executive director. The Debtor is a Type B not-for-profit corporation organized under section 201 of the New York Not-for-Profit Corporation Law that is exempt from federal taxes under section 501(c)(3) of the Internal Revenue Code. Founded in 1977 by Paul Binder and Michael Christensen to establish a performing circus and school for the instruction and artistic development of circus arts, the Debtor is a venerated, New York cultural institution renowned for its critically-acclaimed performances and dedicated community programs. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor retained Natasha M. Labovitz, Esq. and Christopher Updike, Esq., of Debevoise & Plimpton LLP, as bankruptcy counsel; Donlin, Recano & Company, Inc., as claims and noticing agent; and Goldin Associates, LLC, as financial advisor, all of whom agreed to provide their services on a pro bono basis in light of the Debtor's not-for-profit status. An official committee of unsecured creditors has been appointed in the case, and is represented by Robert J. Feinstein, Esq., Maria Bove, Esq., and Steven W. Golden, Esq., at Pachulski Stang Ziehl & Jones LLP. BRADLEY DISTRIBUTING: Seeks Authorization to Use Cash Collateral ---------------------------------------------------------------- Bradley Distributing, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to allow it to use cash collateral. Bradley Distributing believes that there are five lenders and one taxing body that may have an interest in its cash collateral. The Lenders who may have a security interest in the collateral of Bradley Distributing are as follows: (a) Colonial Funding Network, Inc. servicer for Vital Cap Fund Emerald Group Holdings, LLC in the approximate amount of $73,975. (b) CAN Capital Asset Servicing, Inc. in the approximate amount of $70,000. (c) Fox Capital Group, Inc. in the approximate amount of $37,495. (c) ACH Capital, LLC servicer for Capital Stack., LLC in the approximate amount of $30,000. (d) Yellowstone Capital, LLC in the approximate amount of $53,000. The Pennsylvania Department of Revenue is among Bradley Distributing's secured creditors and is owed approximately $140,000. Bradley Distributing believes that due to the Chapter 11 filing, it can operate profitably and generate value to Creditors of the estate. However, Bradley Distributing asserts that if it does not have the Lenders' consent or the Court's authority allowing it to use of cash collateral, Bradley Distributing cannot operate its business and its attempt to reorganize will be futile. A full-text copy of the Debtor's Motion, dated Nov. 9, 2017, is available at http://tinyurl.com/yamrfgmn Bradley Distributing, Inc., is an S-Corporation that does business as a beer distributor under the name Community Beverage. Bradley filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-24513) on Nov. 8, 2017. The Debtor is represented by: Christopher M. Frye, Esq. Steidl & Steinberg, P.C. Suite 2830 - Gulf Tower 707 Grant Street Pittsburgh, PA 15219 Phone: (412) 391-8000 E-mail: chris.frye@steidl-steinberg.com C SWANK ENTERPRISES: Ally Bank Objects to Plan & Disclosures ------------------------------------------------------------ Ally Bank filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania an objection to C Swank Enterprises, LLC's amended plan of reorganization and amended disclosure statement. As reported by the Troubled Company Reporter on Oct. 19, 2017, the Debtor filed with the Court its latest disclosure statement to accompany its plan of reorganization, dated Oct. 10, 2017. Class 3 under the latest plan is the secured claim of Paccar Financial. The total secured claims of this creditor are $583,700.76. They will be paid in full over seven years with a fixed interest rate of five 5%. On Oct. 16, 2017, the Court entered an order scheduling hearing on the Disclosure Statement for Nov. 14, 2017, at 10:00 a.m. The Debtor has continued possession of a 2013 Dodge Ram, VIN No. 3C6JR7AT0DG500972; 2012 Dodge Ram, VIN No. 3C6TD5HT5CG303618; and 2012 Dodge Ram, VIN No. 3C7WDKEL1CG246197. The Debtor executed and delivered Retail Installment Sale Contracts to Ally. As of May 1, 2017, Ally is owed a total of $19,140.21 Ally objects to the inclusion of all three claims into one modified secured claim. Each of the claims can and should be paid by the Debtor to Ally separately. Ally objects to: a. extending the terms of these loans an additional 60 months, as the contracts were executed in 2012 and 2013, thus turning these into 10+ year loans; b. executing loan modification agreements altering the terms of the original contracts; c. payment of 5% on its secured claims. Ally's claims are fully secured and thus interest should continue to accrue at the contract rate; d. the requirement of sending emails to the Disbursing Agent and the Debtor with a 10 day right to cure following a default of 30 days. The Debtor is essentially asking that Ally give the Debtor 40 days to make a payment when due and only after sending an e-mail to the Debtor and its counsel; e. any waiver of the guarantors' obligations to Ally to the extent the loans are not paid in full with interest, late fees, and other fees and costs according to the original contract terms; and f. the 30-day default with the 10-day cure. The terms of each contract should govern as to the date of payment, when a loan payment is late, when the loan is in default, and when late fees and other charges accrue based on the default. A copy of the Objection is available at: http://bankrupt.com/misc/pawb16-23451-283.pdf Ally Bank is represented by: Brett A. Solomon, Esq. TUCKER ARENSBERG, P.C. 1500 One PPG Place Pittsburgh, Pennsylvania 15222 Tel: (412) 566-1212 E-mail: bsolomon@tuckerlaw.com About C Swank Enterprises Headquartered in Apollo, Pennsylvania, C Swank Enterprises, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-23451) on Sept. 15, 2016, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Carol A. Swank, managing member. Judge Carlota M. Bohm presides over the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's bankruptcy counsel. The Debtor has no unsecured creditor, according to its Chapter 11 petition. CADET DEVELOPMENT: Case Summary & Unsecured Creditor ---------------------------------------------------- Debtor: Cadet Development 2 LLC 5335 Wisconsin Avenue NW, Suite 440 Washington, DC 20015 Type of Business: Cadet Development 2 LLC is a privately held company whose principal assets are located at 2023-2025 Benning Road NE Washington, DC 20002. Chapter 11 Petition Date: November 14, 2017 Case No.: 17-00633 Court: United States Bankruptcy Court for the District of Columbia (Washington, D.C.) Judge: Hon. Martin S. Teel, Jr. Debtor's Counsel: Jeffrey M. Sherman, Esq. LAW OFFICES OF JEFFREY M. SHERMAN 1600 N. Oak Street, Suite 1826 Arlington, VA 22209 Tel: 703-855-7394 Email: jeffreymsherman@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Warren Williams, managing member. Cadet Development lists 2023 BR Holdings LLC 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/dcb17-00633.pdf CALIFORNIA RESOURCES: Amends 2014 Credit Agreement With JPMorgan ---------------------------------------------------------------- California Resources Corporation entered into its previously announced amendment to its Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and a Letter of Credit Issuer, Bank of America, N.A., as Syndication Agent, Swingline Lender and a Letter of Credit Issuer, and the Lenders named therein, dated as of Sept. 24, 2014. The amendment will become effective upon the satisfaction of certain conditions, including the closing of a new term loan with minimum proceeds of at least $900 million and liquidity at closing of $500 million. The proceeds of the new term loan would be used to repay a portion of the borrowings under the Company's 2014 First Out Credit Agreement. If the proposed amendment becomes effective, our 2014 First Out Credit Agreement would be amended to: * extend the maturity date until June 30, 2021, subject to a springing maturity of (i) 273 days prior to the maturity of the Company's 2020 Notes to the extent that more than $100 million of those notes remain outstanding at that date and (ii) 273 days prior to the maturity of its 2021 Notes, to the extent that more than $100 million of those notes remain outstanding on such date; * reset the financial performance covenants as follows: - maximum leverage ratio of indebtedness under its 2014 First Out Credit Agreement to EBITDAX to be less than 1.90 to 1.00 through 2019 and less than 1.50 to 1.00 thereafter and - minimum interest coverage ratio to be greater than 1.20 to 1.00 * defer quarterly payments on the Company's 2014 Term Loan until Sept. 30, 2019, which would be reduced to $12.5 million per quarter thereafter; * reduce the Company's 2014 Revolving Credit Facility commitment to $1 billion and reduce its minimum liquidity requirement to $150 million; * increase the applicable margin on LIBOR-based loans to a range of 3.25% to 4.00% and on ABR-based loans to a range of 2.25% to 3.00%; * permit the Company to use 50% of the proceeds from an Elk Hills power plant monetization to prepay its 2016 Credit Agreement, Second Lien Notes and Senior Notes; * permit the Company to use the proceeds from other non- borrowing base asset sales to prepay its 2016 Credit Agreement, Second Lien Notes and Senior Notes as follows: - 75% of such proceeds for all aggregate proceeds received up to $500 million - 50% of such proceeds for all aggregate proceeds received between $500 million and $1 billion - 25% of such proceeds for all aggregate proceeds received in excess of $1 billion * permit the Company to incur certain other first-lien indebtedness for deleveraging activities. A full-text copy of the Seventh Amendment to Credit Agreement Dated November 9, 2017 is available for free at: https://is.gd/pdIcey About California Resources California Resources Corporation is an independent oil and natural gas exploration and production company operating properties exclusively within the State of California. The Company was incorporated in Delaware as a wholly-owned subsidiary of Occidental on April 23, 2014, and remained a wholly-owned subsidiary of Occidental until if was spun off. On Nov. 30, 2014, Occidental distributed shares of the Company's common stock on a pro rata basis to Occidental stockholders and the Company became an independent, publicly traded company, referred to in the annual report as the Spin-off. Occidental retained approximately 18.5% of the Company's outstanding shares of common stock which it has stated it intends to divest on March 24, 2016. California Resources reported net income of $279 million on $1.54 billion of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $3.55 billion on $2.40 billion of total revenue for the year ended Dec. 31, 2015. As of Sept. 30, 2017, California Resources had $6.18 billion in total assets, $6.75 billion in total liabilities and a total deficit of $574 million. * * * As reported by the TCR on Nov. 14, 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Los Angeles-based exploration and production company California Resources Corp (CRC). The outlook is negative. "The affirmation of the 'CCC+' corporate credit rating on CRC reflects our assessment of the company's improving, but still weak financial measures combined with increased capital spending that should stem production declines following a tumultuous 2016. In November 2017, Moody's Investors Service upgraded California Resources Corporation's (CRC) Corporate Family Rating (CFR) to Caa1 from Caa2 and Probability of Default Rating (PDR) to Caa1-PD from Caa2-PD. The upgrade of CRC's CFR to Caa1 and stable outlook reflects CRC's improved liquidity and the likelihood that it will have sufficient liquidity to support its operations for at least the next two years at current commodity prices. CARDINAL LOCAL SD: Moody's Hikes GOULT Debt Rating to Ba3 --------------------------------------------------------- Moody's Investors Service has upgraded to Ba3 from B1 the rating on Cardinal Local School District, OH's general obligation unlimited tax (GOULT) debt. The outlook has been revised to stable. The upgrade to Ba3 reflects a recently renewed operating levy which is expected to further stabilize financial operations and improve the district's very narrow fund balance and liquidity. Also incorporated in the rating are the district's modestly-sized and slowly growing tax base, its moderate debt burden and its elevated pension burden. Rating Outlook The stable outlook reflects Moody's expectation that new local taxes will stabilize the district's financial position after it fell to a very weak level after years of operating imbalance. Factors that Could Lead to an Upgrade Sustained growth in operating fund balance and liquidity Factors that Could Lead to a Downgrade Return to structural imbalance that weakens the district's financial position Further delays and/or delinquencies in payment of debt services Material growth in the district's debt or pension burden Legal Security Debt service on the district's outstanding GOULT bonds is secured by its pledge and authority to levy a dedicated, voter-approved property tax, unlimited as to both rate and amount. Use of Proceeds. Not applicable. Obligor Profile Cardinal Local School District encompasses 85 square miles in Geauga County, approximately 35 miles southeast of the City of Cleveland (A1 stable). It provides kindergarten through twelfth grade education to 1,042 students within the village of Middlefield and several surrounding towns. Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. CHARLES OHNMACHT: CCG's Bid to Dismiss Claims for Relief Granted ---------------------------------------------------------------- Judge David M. Warren of the U.S. Bankruptcy Court for the Eastern District of North Carolina grants the Defendant's motion to dismiss the claims for relief in the case captioned CHARLES T. OHNMACHT, SR., CAROLYN G. OHNMACHT, Plaintiffs, v. COMMERCIAL CREDIT GROUP INC., Defendant, Adversary Proceeding No. 14-00213-8-DMW (Bankr. E.D.N.C.). The matter comes before the court upon the Motion for Dismissal of Plaintiffs' Seven Claims for Relief for Lack of Subject Matter filed by Commercial Credit Group Inc. on April 18, 2017, and the response filed by Charles T. Ohnmacht, Sr., and Carolyn G. Ohnmacht on May 17, 2017. In the Motion to Dismiss, the Defendant requests dismissal of claims for relief presented within this adversary proceeding. The Defendant asserts that the court lacks subject matter jurisdiction over the Claims for Relief. The Defendant does not challenge the court's subject matter jurisdiction of the Contempt Motion and filed simultaneously with the Motion to Dismiss a CCG's Motion for Summary Judgment Denying Plaintiffs' Motion for Contempt and Sanctions. The Plaintiffs argue that the Defendant should be estopped from challenging the court's subject matter jurisdiction based upon the equitable principles of the law of the case doctrine and judicial estoppel. First, the Plaintiffs contend that the law of the case doctrine prevents the court from reconsidering its determination contained within the Summary Judgment Order that it had subject matter jurisdiction over this adversary proceeding. Next, the Plaintiffs suggest that the Defendant should be judicially estopped from taking a position contrary to the Defendant's allegation concerning subject matter jurisdiction in the Third Party Complaint. The court discards the Plaintiffs' contention that the Defendant is judicially estopped from challenging the court's subject matter jurisdiction. The Plaintiffs assert that the Defendant's challenge of the court's subject matter jurisdiction over the Claims for Relief is inconsistent with its allegation within the Third Party Complaint that "[t]his Court has subject matter jurisdiction to the same extent as such jurisdiction exists in the claims originally asserted by Plaintiffs against [the Defendant] in the underlying adversary proceeding." The court questions whether this statement is inconsistent with the Defendant's current position that the court lacks subject matter jurisdiction. The Third Party Complaint merely proffered that to the extent that the court has subject matter jurisdiction over the Claims for Relief, an allegation which the Defendant denied, then that subject matter jurisdiction extended to the Defendant's third party claims for relief against the Plaintiffs' counsel. Even if the Defendant's current position is inconsistent with its prior stance on subject matter jurisdiction, judicial estoppel is not applicable to the Motion to Dismiss. The Court also finds that the Plaintiffs initiated the present adversary proceeding nearly four years after substantial consummation of the Plan and over two years after the Plaintiffs completed their obligations under the Plan and obtained a discharge. Not only did the Claims for Relief not exist when the Plaintiffs filed their Chapter 11 petition, they did not seemingly exist when the court entered the Discharge Order. The Plaintiffs provide no indication in any of their Claims for Relief that the Plaintiffs are seeking damages for the benefit of their now nonexistent bankruptcy estate. The notion that the Claims for Relief might bear some tangential relation to the Plaintiffs' long-completed bankruptcy case is not sufficient to provided "related to" jurisdiction within the meaning of 28 U.S.C. section 1334(b). The Court holds that the Claims for Relief are neither cases under the Bankruptcy Code, proceedings arising under the Bankruptcy Code, nor proceedings arising in or related to a case under the Bankruptcy Code; therefore, the court must dismiss the Claims for Relief for lack of subject matter jurisdiction pursuant to Rules 12(b)(1) and 12(h)(3). The court believes that it nonetheless possesses jurisdiction over the Contempt Motion and will proceed with adjudication of this component of the adversary proceeding through the Second Summary Judgment Motion. The bankruptcy case is in re: CHARLES T. OHNMACHT, SR., CAROLYN G. OHNMACHT, Chapter 11, Debtors, Case No. 09-08106-8-DMW (Bankr. E.D.N.C.). A full-text copy of Judge Warren's Memorandum Order dated Nov. 3, 2017, is available at https://is.gd/ZutD4p from Leagle.com. Charles T. Ohnmacht, Sr., Debtor, represented by Joseph Zachary Frost, Stubbs & Perdue, P.A. & Trawick H. Stubbs, Jr., Stubbs & Perdue, P.A. Based in Wilmington, NC, Charles T. Ohnmacht, Sr. and Carolyn G. Ohnmacht filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No.: 09-08106) on Sept. 18, 2009, with estimated assets of $1,000,001 to $10,000,000 and estimated debts of $1,000,001 to $10,000,000. The Debtors are represented by Trawick H. Stubbs Jr., Esq. of Stubbs & Perdue, P.A. CHELSEA CRAFT: Court OKs Appointment of Y. Geron as Ch. 11 Trustee ------------------------------------------------------------------ Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York has entered an order approving the U.S. Trustee's appointment of Yann Geron, Esq. as chapter 11 operating trustee in the case of Chelsea Craft Brewing Company, LLC. 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. CHESAPEAKE ENERGY: Will Focus on Cash Flow Neutrality in 2018 ------------------------------------------------------------- The management of Chesapeake Energy Corporation presented at the Goldman Sachs Global Natural Resources Conference in London on Wednesday, Nov. 15, 2017. A slide presentation of materials used at the conference will be accessible via the Investor Presentations section of the Company's website: http://www.chk.com/investors/presentations. Chesapeake said that its priorities for 2018 are cash flow neutrality, posture for growth retention, $2 billion to $3 billion of asset sales, and capital allocation focused on portfolio expansion optionality. During the low and volatile commodity prices of 2016-2017, the Company has made significant progress including: - approximately $3.1 billion of net proceeds from asset sales; - removed or extended more than $3.5 billion in 2017 - 2019 maturities, $432 million remain for this period; - Barnett and Denovian Shale exits greatly improve operating margin; - Reaffirmed revolving credit facility with borrowing base of approximately $3.8 billion; - removed approximately $580 million in midstream commitments and renegotiated PRB contract; - five VPPs eliminated; and - reduced legal obligations. About Chesapeake Energy Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) -- http://www.chk.com/-- is focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas compression businesses. Chesapeake Energy reported a net loss available to common stockholders of $4.92 billion on $7.87 billion of total revenues for the year ended Dec. 31, 2016, compared to a net loss available to common stockholders of $14.85 billion on $12.76 billion of total revenues for the year ended Dec. 31, 2015. The Company had $11.98 billion in total assets, $12.68 billion in total liabilities and a total deficit of $704 million as of Sept. 30, 2017. * * * In January 2017, S&P Global Ratings raised its corporate credit rating on Chesapeake Energy to 'B-' from 'CCC+, and removed the ratings from CreditWatch with positive implications where S&P placed them on Dec. 6, 2016. The rating outlook is positive. "The upgrade of Chesapeake to 'B-' reflects our assessment of the company's improved liquidity profile and financial measures," said S&P Global Ratings credit analyst Paul Harvey. Chesapeake Energy carries a 'Caa1' corporate family rating from Moody's Investors Service. Moody's said Chesapeake's 'Caa1' CFR incorporates its improving but modest cash flow generation at Moody's commodity price estimates relative to the company's high debt levels. CITIGROUP INC: Moody's Revises Outlook to Pos. & Affirms Ba2 Rating ------------------------------------------------------------------- Moody's Investors Service has changed to positive from stable the ratings outlook for Citigroup Inc. (Citigroup) and several operating subsidiaries, including Citibank, N.A., Citigroup's principal bank subsidiary. Moody's also affirmed ratings of Citigroup, Citibank, N.A., and several operating subsidiaries, including Citigroup's Baa1 senior debt rating and Citibank NA's A1 long-term deposit, issuer and senior debt ratings, Prime-1 short-term deposit rating , as well as baseline credit assessment of baa2 and counterparty risk assessment of A1(cr)/P-1(cr). RATINGS RATIONALE The change in outlook to positive from stable reflects Moody's view that Citigroup has largely completed its sweeping reengineering which has resulted in a more solvent institution with an improved risk-attuned management culture, in part thanks to enhanced regulation. Citigroup now has a more durable business model, narrower geographic footprint, and more targeted institutional client and consumer customer base. As a result, Citigroup has strengthened its asset risk profile and improved the stability of its earnings compared to many of its peers with extensive capital market operations. Citigroup, while still a large and complex organization, now should be easier to control. The ratings affirmation reflects Moody's view that Citigroup continues to face stiff competition in several of its key businesses including retail banking and credit cards in the US and capital markets globally. Management also remains under pressure to increase shareholder returns. Citigroup has a two-pronged strategy to address these pressures and drive returns on tangible common equity toward 11% by 2020, compared to 8.4%. First, management intends to return capital in excess of earnings, as well as capital released by DTA utilization, until the Common Equity Tier One ratio drops to 11.5% compared to 13%. Second, management plans to improve profitability in a few key lines of business -- principally the credit card and retail bank franchise in the United States and the CitiBanamex franchise in Mexico. The objective is to drive return on assets ("ROA") up to 90 to 110 basis points over the cycle. Moody's thinks that competitive headwinds may make management's profit targets difficult to achieve, but also expects Citigroup to pursue growth in a disciplined way with its target clients and customers. Furthermore, Citigroup can rely on a relatively stable stream of earnings and related customer flows from its rebuilt credit cards franchise and strong position in treasury, transaction and securities services - as it responds to these competitive challenges. Citigroup has also made good progress reducing costs since 2014, even while making substantial investments in controls, as evidenced by the decline in the cost income ratio from 71% in 2014 to 57% through the first nine months of 2017. Moody's said Citigroup's decade long reengineering efforts have placed the bank on clear strategic footing. Citigroup's redefined global consumer strategy remains unique among US-based banks, targeting affluent and emerging affluent customers in large urban centers worldwide, while operating a branch-light footprint within the US and pursuing a broader customer segment in certain card and retail partnership markets. The revised institutional strategy centers on delivering core operating services through Citigroup's global payment and custody network to corporate and investor clients. The network results in a steady stream of transaction revenues and deposit earnings, which can be complemented by executing capital markets transactions for those clients as needs arise. Moody's also has recalibrated its calculation of Citigroup's macro profile, by which Moody's assesses the conditions and risks of the systems in which a bank operates, by taking a more granular country-by-country approach, weighted by Citigroup's exposures. Previously, the macro profile had been based on regional macro-profiles, which are implicitly weighted by GDP -- a weighting that did not necessarily reflect Citigroup's exposures in the region. The country-by-country approach results in an increase in Citigroup's macro profile to Strong Plus from Strong, which has the impact of moving up all raw sub-factor scores in Citigroup's scorecard in Moody's bank rating methodology. WHAT COULD MOVE THE RATINGS UP/DOWN Over the next twelve to eighteen months, Citigroup's ratings could be upgraded if the firm continues to produce consistent profitability and maintains its risk appetite and disciplines. A key credit consideration will be whether management can achieve its strategic targets without compromising on risk appetite or controls. Citigroup's ratings outlooks may be returned to stable or downgraded if the bank experiences a significant deterioration in its capital or liquidity levels or demonstrates a marked increase in its risk appetite, or were to experience a sizeable operational risk charge or control failure. The ratings could also be returned to stable or downgraded if the bank's profitability declines sharply due to significantly lower revenues or higher credit or operating costs. The following ratings are affirmed: Issuer: Citigroup Inc. -- Local currency Commercial Paper, P-2 -- Local currency short term MTN Program, (P)P-2 -- Foreign currency short term MTN Program, (P)P-2 -- Local currency Senior Unsecured Regular Bond/Debenture, Baa1, positive -- Foreign currency Senior Unsecured Regular Bond/Debenture, Baa1, positive -- Local currency Senior Unsecured MTN, (P)Baa1 -- Local currency Senior Unsecured Shelf, (P)Baa1 -- Local currency Subordinate Regular Bond/Debenture, Baa3 -- Foreign currency Subordinate Regular Bond/Debenture, Baa3 -- Local currency Subordinate Medium-Term Note Program, (P)Baa3 -- Local currency Subordinate Shelf, (P)Baa3 -- Local currency Preferred Stock Non-cumulative, Ba2(hyb) -- Outlook, Changed To Positive From Stable Issuer: Citibank, N.A. -- Local currency Long term Bank Deposits, A1, positive -- Local currency Short term Bank Deposits, P-1 -- Issuer Rating, A1, positive -- Local currency short term MTN Program, (P)P-1 -- Local currency Senior Unsecured Regular Bond/Debenture, A1, positive -- Local currency Senior Unsecured MTN, (P)A1 -- Adjusted Baseline Credit Assessment, baa2 -- Baseline Credit Assessment, baa2 -- Long term Counterparty Risk Assessment, A1(cr) -- Short term Counterparty Risk Assessment, P-1(cr) -- Outlook, Changed To Positive From Stable Issuer: Citibank Europe plc -- Local currency Long term Bank Deposits, A1, positive -- Foreign currency Long term Bank Deposits, A1, positive -- Local currency Short term Bank Deposits, P-1 -- Foreign currency Short term Bank Deposits, P-1 -- Adjusted Baseline Credit Assessment, baa2 -- Baseline Credit Assessment, baa2 -- Long term Counterparty Risk Assessment, A1(cr) -- Short term Counterparty Risk Assessment, P-1(cr) -- Foreign Currency Senior Unsecured Regular Bond/Debenture, Affirmed A1, positive -- Outlook, Changed To Positive From Stable Issuer: Citigroup Global Mkts Deutsch. AG&Co -- Local currency Long term Bank Deposits, A1, positive -- Foreign currency Long term Bank Deposits, A1, positive -- Local currency Short term Bank Deposits, P-1 -- Foreign currency Short term Bank Deposits, P-1 -- Adjusted Baseline Credit Assessment, baa2 -- Baseline Credit Assessment, baa2 -- Long term Counterparty Risk Assessment, A1(cr) -- Short term Counterparty Risk Assessment, P-1(cr) -- Outlook, Changed To Positive From Stable Issuer: Citibank, N.A. (London Branch) -- Foreign currency short term MTN Program, (P)P-1 -- Foreign currency Senior Unsecured Regular Bond/Debenture, A1, positive -- Foreign currency Senior Unsecured MTN, (P)A1 -- Long term Counterparty Risk Assessment, A1(cr) -- Short term Counterparty Risk Assessment, P-1(cr) -- Outlook, Changed To Positive From Stable Issuer: Citibank, N.A. (Sydney Branch) -- Foreign currency Commercial Paper, P-1 -- Long term Counterparty Risk Assessment, A1(cr) -- Short term Counterparty Risk Assessment, P-1(cr) Issuer: CitiFinancial Credit Company -- Issuer Rating, Baa1, positive -- Local currency BACKED Senior Unsecured Regular Bond/Debenture, Baa1, positive -- Outlook, Changed To Positive From Stable Issuer: Associates Corporation of North America -- Issuer Rating, Baa1, positive -- Local currency BACKED Senior Unsecured Regular Bond/Debenture, Baa1, positive -- Outlook, Changed To Positive From Stable Issuer: Citigroup Finance Canada Inc -- Local currency BACKED Senior Unsecured Regular Bond/Debenture, Baa1, positive -- Local currency BACKED Senior Unsecured MTN, (P)Baa1 -- Outlook, Changed To Positive From Stable Issuer: Citigroup Capital III -- Local currency BACKED Preferred Stock, Ba1(hyb) Issuer: Citigroup Capital XIII -- Local currency BACKED Preferred Stock, Ba1(hyb) Issuer: Citigroup Capital XVIII -- Foreign currency BACKED Preferred Stock, Ba1(hyb) Issuer: Citigroup Funding, Inc. -- Local currency BACKED Senior Unsecured Regular Bond/Debenture, Baa1, positive -- Foreign currency BACKED Senior Unsecured Regular Bond/Debenture, Baa1, positive Issuer: Citigroup Global Markets Holdings Inc. -- BACKED Issuer Rating, Baa1, positive -- Local currency BACKED Senior Unsecured Regular Bond/Debenture, Baa1, positive -- Foreign currency BACKED Senior Unsecured Regular Bond/Debenture, Baa1, positive -- Local currency BACKED Senior Unsecured Shelf, (P)Baa1 -- Local currency BACKED Senior Unsecured MTN, (P)Baa1 -- Outlook, Changed To Positive From Stable Issuer: Citigroup Global Markets Inc. -- Local currency long term Issuer Rating, A2, positive -- Foreign currency long term Issuer Rating, A2, positive -- Local currency short term Issuer Rating, P-1 -- Foreign currency short term Issuer Rating, P-1 -- Local currency BACKED Senior Secured Regular Bond/Debenture, A2, positive -- Local currency BACKED Senior Secured MTN, (P)A2 -- Long term Counterparty Risk Assessment, A1(cr) -- Short term Counterparty Risk Assessment, P-1(cr) -- Outlook, Changed To Positive From Stable Issuer: Citigroup Global Markets Limited -- Local currency long term Issuer Rating, A2, positive -- Foreign currency long term Issuer Rating, A2, positive -- Local currency short term Issuer Rating, P-1 -- Foreign currency short term Issuer Rating, P-1 -- Long term Counterparty Risk Assessment, A1(cr) -- Short term Counterparty Risk Assessment, P-1(cr) -- Outlook, Changed To Positive From Stable The principal methodology used in rating Citigroup Inc., Citibank, N.A., Citibank Europe plc, Citigroup Global Mkts Deutsch. AG&Co, Citibank, N.A. (London Branch), Citibank, N.A. (Sydney Branch), CitiFinancial Credit Company, Associates Corporation of North America, Citigroup Finance Canada Inc, Citigroup Capital III, Citigroup Capital XIII, Citigroup Capital XVIII, Citigroup Funding, Inc., and Citigroup Global Markets Holdings Inc. was Banks published in September 2017. The principal methodology used in rating Citigroup Global Markets Inc. and Citigroup Global Markets Limited was Securities Industry Market Makers published in September 2017. CJ MICHEL: DOJ Watchdog Seeks Appointment of Ch. 11 Examiner ------------------------------------------------------------ The United States Trustee asks the U.S. Bankruptcy Court for the Eastern District of Kentucky to direct the appointment of a trustee or examiner in the chapter 11 case of CJ Michel Industrial Services, LLC. The U.S. Trustee's Motion will be heard by the Court on November 16, 2017 at 9:00 a.m. The U.S. Trustee asserts that an Examiner would be able to evaluate Clarence J. Michel's fraudulent conduct and his incompetence and mismanagement of the the CJ Michel Entities. Moreover, the Examiner would be able to evaluate Michel's ownership withdrawals to determine what amounts are recoverable by the bankruptcy estate as fraudulent or preferential transfers. If the Court does not appoint an examiner, the U.S. Trustee believes that it would be unlikely that the Louisiana Debtor Entity will take any actions against Michel, its sole owner and designated representative. The Examiner would also be able to discover Michel's use of over $4.5 million in cash over the past twenty months. Michel owns two additional companies with the exact same name, one incorporated in Kentucky and another in Florida. The legal names of the three companies are the exact same, each company's address is the exact same, with the only difference being the EIN number. All of the companies use the same bank accounts, maintain a single general ledger, have the exact same legal name, the exact same address, and the same ownership. The U.S. Trustee asserts that Michel has completely failed to distinguish between the Louisiana Debtor Entity, Kentucky Entity, and the Florida Entity. In fact, when the Louisiana Debtor's case was filed, Michel was incapable of explaining the differences between the companies to his bankruptcy counsel, resulting in numerous inaccurate filings with the Court. The U.S. Trustee notes that while it is unclear how revenue and expense amounts were segregated, the Louisiana Debtor Entity managed to file a 2016 federal income tax return claiming income of $16,861 and deductions of $7,797, leaving business income of $9,064. The Kentucky Entity also filed a federal income tax return for 2016, claiming income of $18,903,078 and deductions of $15,863,827, leaving ordinary business income of $3,039,251. The Florida entity did not file a 2016 federal income tax return. Michel claims to have no knowledge about a significant change to the CJ Michel Entities accounting procedures in October of 2016. As such, the U.S. Trustee asserts that Michel's lack of knowledge and inability to distinguish between the Three Separate CJ Michel Entities demonstrates gross incompetence. Moreover, the U.S. Trustee contends that Michel is a felon, convicted twice (on December 4, 2000, in case 3:00-cr-00139-CRS-1 and on April 16, 2003, in case 3:03-cr-00051-JVP) on bank fraud charges, causing Michel to spend approximately five years in a federal prison. The U.S. Trustee believes that Michel's previous convictions relate to a check kiting scheme. When evaluating the combined general ledger for the CJ Michel Entities, the U.S. Trustee has noticed large transfers to two separate companies, ALR Staffing Services and JR Payroll Solutions. In calendar year 2016, the CJ Michel Entities made transfers of $7.2 million to ALR Staffing Services and $7.2 million to JR Payroll Solutions, for total transfers of approximately $14.4 million. Between January and June of 2017, the CJ Michel Entities made transfers of $6.3 million to ALR Staffing Services. When asked about his current dealings with JR Payroll Solutions and ALR Staffing Services, two companies owned by related individuals who have been convicted of drug and theft crimes, Michel invoked his Fifth Amendment privilege against self-incrimination. Michel refused to answer questions regarding ALR Staffing Services and JR Payroll Solutions, even though those two entities represent 90% of the CJ Michel Entities total expenses. Michel was unable to explain $1.35 million in transfers from the CJ Michel Entities to other entities owned by Michel. Thus, the U.S. Trustee believes that the much more likely reason for the CJ Michel Entities decision to use JR Payroll Solutions and ALR Staffing Services relates to a scheme to defraud the Internal Revenue Service through inappropriate payroll tax withholdings. Michel, through his operation of the CJ Michel Entities, also purposefully and fraudulently induced Ace Funding Source, Capital Stack, WG Financing, and Yellowstone Capital (the "Merchant Creditors") to loan more than $750,000 to the Louisiana Debtor Entity, which Michel subsequently used for his personal expenses. Michel engaged in the following fraudulent activities, with the intent to hinder, delay, and defraud the Merchant Creditors: (1) provided access to a bank account owned by the Louisiana Debtor Entity, but containing almost exclusively business allegedly associated with the Kentucky Entity; (2) claimed that the Louisiana Debtor Entity has "average monthly sales" of $1,740,983 when the true number is likely $50,000; (3) listed an EIN number associated with the Florida Entity, an entity that has never engaged in any business; and (4) transferred all of the Merchant Creditors loan proceeds out of the Louisiana Debtor Entity the month after receiving the loans. Michel claims to have no knowledge about the uses of the $750,000 obtained from the Merchant Creditors, even though Michel personally signed each credit application. Michel claims that the CJ Michel Entities were operating in January of 2016, even though the bank statements and general ledger provided to the United States Trustee show no activity before February of 2016. Moreover, the U.S. Trustee complains that Michel withdrew $4.3 million out of the CJ Michel Entities in the twenty-months preceding his bankruptcy petition. With the limited financial information maintained by the CJ Michel Entities, it is impossible to distinguish what portions of Michel's withdrawals are from which entity. Additionally, $408,000 received from the Merchant Creditors remains unaccounted for. The U. S. Trustee asserts that litigation to recover the CJ Michel Entities transfers to Michel is likely the bankruptcy estate's only significant unencumbered asset. Based on the skeletal bankruptcy petition filed in this case, which inaccurately included information from the Kentucky Entity, the Kentucky Entity had less than $50,000 in assets and greater than $1 million in liabilities as of its petition date. Similarly, when the Louisiana Debtor Entity filed its schedules on August 31, 2017, it listed assets of $445,557 and liabilities of $1.6 million. The U.S. Trustee believes that the Louisiana Debtor Entity and the CJ Michel Entities were insolvent from February of 2016 to the petition date. Therefore, The U.S. Trustee believes that Michel's ownership withdrawals are likely fraudulent transfers. Additionally, Michel's actions in relation to ALR Staffing Services, JR Payroll Solutions, and the Merchant Creditors were incurred with the actual intent to hinder, delay, or defraud creditors, making Michel's ownership withdrawals fraudulent transfers. The U.S. Trustee further argues that Michel has a significant and unavoidable conflict of interest, as the Louisiana Debtor Entity and the CJ Michel Entities' main asset are $4.5 million in transfers made to Michel over the past twenty months. Accordingly, the U.S. Trustee believes that a trustee will bring actions against Michel to recover these actions, resulting in the greatest distributions to creditors. The U.S. Trustee also claims that Michel is not a trustworthy manager, does not maintain adequate records, and has inappropriately used the Louisiana Debtor Entity and the CJ Michel Entities to perpetrate a fraud upon numerous creditors. About CJ Michel Industrial Services CJ Michel Industrial Services, LLC, has provided staffing and/or contracting services for customers in the construction and industrial sector for over 20 years. Services are not limited to the electrical trade but include OSHA certified, trade licensed and fully insured low-E, data/communications service technicians, pipefitters, welders, iron workers, riggers, millwrights, concrete tradesmen, and general tradesmen. CJ Michel Industrial Services began to experience cash flow issues after it borrowed money from nontraditional lending sources which were primarily merchant cash advance lenders. It has been unable to reach out-of-court workout agreements with these lenders and seeks a "breathing spell" to reorganize its business under Chapter 11 of the Bankruptcy Code in order to restructure its debts, reorganize as a going concern, and maximize value for the benefit of the creditors of its Estate. CJ Michel Industrial Services, based in Lancaster, Kentucky, filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51611) on Aug. 10, 2017. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Clarence J. Michel, Jr., member. The Hon. Gregory R. Schaaf presides over the case. Jamie L. Harris, Esq., at DelCotto Law Group PLLC, serves as bankruptcy counsel. No trustee or examiner has been appointed in this Chapter 11 case, and no creditors' committee or other official committee has been appointed. COMPETITION ACCESSORIES: CPO Says PII Sale May Violate FTC Act -------------------------------------------------------------- Stephen E. Reynolds, the duly appointed Consumer Privacy Ombudsman in the chapter 11 case of Competition Accessories, LLC submits to the U.S. Bankruptcy Court for the Southern District of Indiana a report in relation with the proposed sale of personally identifiable information ("PII") of customers of the Debtor. CA Acquisition, LLC -- the Proposed Buyer -- is a subsidiary that that Naples Ventures established for the purpose of acquiring the Debtor's assets. If the Proposed Buyer's stalking horse bid on the Debtor's assets is successful, the Proposed Buyer intends to ensure a continuity of business operations by retaining certain employees, including members of the Debtor's management team. The Proposed Buyer also plans on continuing to use the Debtor's information systems that house customer data. The Debtor intends to sell all of its customer purchase histories -- dating back to 2010 -- to the Proposed Buyer. As a result, the Debtor may be transferring some PII to the Proposed Buyer for which the latter has no business need. When assessing potential losses of privacy, however, the CPO have recognized that the PII maintained by the Debtor is limited and does not contain highly sensitive information. The CPO finds the Proposed Sale inconsistent with the Privacy Policies that have been in effect since 2010. The Privacy Policies indicate that the Debtor may share PII only with three categories of third parties. The Proposed Buyer of the Debtor's assets does not fit within any of these categories of third parties to whom the Privacy Policies permit disclosures of PII. Accordingly, the Proposed Sale contradicts the assurances that were given by the Debtor in its Privacy Policies at the time it initially collected information from customers. Moreover, Section 5 of the Federal Trade Commission (FTC) Act prohibits businesses from engaging in "unfair or deceptive acts or practices in or affecting commerce." Because the Debtor's Privacy Policies indicated that it would not sell its customer's information to third parties without their consent, the FTC would likely consider the Debtor as having engaged in a "deceptive" practice in violation of Section 5 of the FTC Act (as well as analogous state consumer protection laws) if the Proposed Sale is successful. The CPO contends that the Debtor may be able to move forward with the Proposed Sale while avoiding a violation of Section 5 of the FTC Act and comparable state laws if it follows the FTC's guidelines and sells its PII to a "Qualified Buyer." The PCO have determined that the Proposed Buyer already satisfies the first criterion for a Qualified Buyer -- that is, the requirement that the buyer be in the same general line of business as the Debtor. The CPO recommends that if the Proposed Buyer takes steps to meet the criteria for a Qualified Buyer, the PII transferred from the Debtor to the Proposed Buyer through the sale of the Debtor's assets will receive sufficient protection that is consistent with applicable non-bankruptcy law. The CPO believes that Potential privacy losses or costs to consumers should be mitigated by obligating the Proposed Buyer to fulfill the following requirements for a Qualified Buyer: (a) Expressly agree to be the Debtor's successor-in-interest as to the customer information; (b) Expressly agree to be responsible for any violation of the Debtor's Privacy Policies after the date of the purchase of the customer information; (c) Expressly agree to use the PII only to fulfill customers' orders, personalize customers' experience, communicate with customers, and provide other customer services; (d) Expressly agree to refrain from disclosing, selling, or transferring PII to a third party in a manner that is inconsistent with the Debtor’s Privacy Policies; and (e) Expressly agree to provide apply any change to the Debtor's Privacy Policies only to information collected following the change to the policies, unless the customer provides affirmative, opt-in consent to the previously collected information being governed by the revised policy. To further protect consumer interests, the Proposed Buyer may take the following additional actions: (a) Expressly agree to adhere to all standards outlined in the Debtor's Privacy Policies regarding the collection, use, and disclosure of PII; (b) Within twenty days of the sale, notify customers via email and postings on the Websites (which shall remain posted for at least 30 days) that their PII is being transferred to the Proposed Buyer and inform them that they have the opportunity to opt-out of future uses and disclosures of their PII; (c) Expressly agree to honor all customers' requests to opt-out of future uses and disclosures of their PII; (d) Expressly agree to develop a Data Retention Policy that addresses the length of time for which various categories of customer information should be retained by the business and outlines procedures for deleting and/or destroying data once the applicable retention period has expired; and (e) Expressly agree to comply with all applicable data privacy and security laws and regulations. A full-text copy of the Consumer Privacy Ombudsman's Report, dated November, 2017 is available at https://is.gd/JrkzyU About Competition Accessories Competition Accessories -- http://www.competitionaccessories.com/ and http://www.cheapcycleparts.com/-- is a seller of motorcycle parts and accessories in Clarksville, Indiana. The Company has been shipping motorcyclists their motorcycle helmets, motorcycle jackets, gloves, boots and other motorcycle accessories for more than 50 years. Its principal place of business is 900 Eastern Boulevard, Clarksville, Indiana 47129. Competition Accessories, LLC -- doing business as cheapcycleparts.com, formerly doing business as cruisercustomizing.com, doing business as compacc.com -- filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-91310) on Aug. 29, 2017. The petition was signed by Chris L. McCarty, manager. The case is assigned to Judge Basil H. Lorch III. The Debtor is represented by Neil C. Bordy, Esq. and William P. Harbison, Esq., at Seiller Waterman LLC. At the time of filing, the Debtor had $500,000 to $1 million in estimated assets and $1 million to $10 million in estimated liabilities. No official committee of unsecured creditors has been appointed, and no request for appointment of a chapter 11 trustee or examiner has been made. Nancy J. Gargula, the U.S. Trustee for the Southern District of Indiana, appoints Stephen E. Reynolds as the Consumer Privacy Ombudsman in the chapter 11 case of Competition Accessories, LLC. COMSTOCK RESOURCES: Westcott Cuts Stake to 6.47% as of Nov. 8 ------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these reporting persons reported beneficial ownership of shares of common stock of Comstock Resources, Inc. as of Nov. 8, 2017: Shares Percentage Beneficially of Entity Owned Class ------ ------------ ---------- Carl H. Westcott 998,621 6.47% Commodore Partners, Ltd. 328,000 2.13% G.K. Westcott LP 30,049 0.19% Carl Westcott, LLC 358,049 2.32% Court H. Westcott 372,049 2.41% Carla Westcott 6,900 0.04% The percentage ownership is based on 15,427,561 shares of Common Stock outstanding, as reported by the Issuer in its quarterly report on Form 10-Q filed on Nov. 2, 2017. After accounting for all purchases and sales of Common Stock of the Reporting Persons during the period of Sept. 10, 2017, through Nov. 9, 2017, a net 202,208 shares of Common Stock were sold by Carl H. Westcott during that period on his own behalf and on behalf of certain other Reporting Persons for an aggregate price of approximately $1,141,435. Each of Court H. Westcott and Carla Westcott directly holds 14,000 and 6,900 shares of Common Stock, respectively, over which Carl H. Westcott shares dispositive power, but not voting power, pursuant to trading authorizations. Additionally, Carl H. Westcott shares dispositive power, but not voting power, pursuant to trading authorizations, of 14,050, 1,572, and 2,050 shares of Common Stock held by Peter Underwood, Francisco Trejo, Jr., and Rosie Greene, respectively. Commodore Partners holds 328,000 shares of Common Stock, over which Carl H. Westcott holds shared voting and dispositive power with Court H. Westcott as the managers of Carl Westcott, LLC, the sole general partner of Commodore Partners. GK Westcott holds 30,049 shares of Common Stock, over which Carl H. Westcott holds shared voting and dispositive power with Court H. Westcott as the managers of Carl Westcott, LLC, the sole general partner of GK Westcott. A full-text copy of the regulatory filing is available at: https://is.gd/371eTU 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. CRIMSON INVESTMENT: Given 30 More Days to File Plan, Disclosures ---------------------------------------------------------------- The Hon. Trish M. Brown of the U.S. Bankruptcy Court for the District of Oregon has granted Crimson Investment Group, LLC's request to extend within 30 days of entry of the Oct. 30, 2017 order the time to complete the filing of the Debtor's amended plan and amended disclosure statement. About Crimson Investment Crimson Investment Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 16-32747) on July 14, 2016. The petition was signed by Tracey Baron, manager. The case is assigned to Judge Trish M. Brown. The Debtor tapped Michael D. O'Brien & Associates P.C. as counsel. At the time of the filing, the Debtor disclosed $852,102 in assets and $1.4 million in liabilities. CUMULUS MEDIA: Board Approves Incentive Compensation Plans ---------------------------------------------------------- Upon the recommendation of the Compensation Committee of the Board of Directors of Cumulus Media Inc., the Board (i) approved the Company's annual incentive plan for certain officers of the Company, including the Company's named executive officers, to operate as a quarterly incentive plan for 2018, and (ii) approved applicable performance targets for the 2018 QIP and for the Company's previously approved supplemental incentive plan. Awards to named executive officers under the 2018 QIP and 2018 SIP will be based on the Company achieving budgeted adjusted earnings before interest, taxes, depreciation and amortization levels at the end of each quarter, beginning with the quarter ending March 31, 2018. Target award amounts will be paid if performance equals budgeted EBITDA, with threshold and stretch payments being set at 50% and 150% of target amounts, respectively, if Company performance equals 90% and 110% of budget, respectively. About Cumulus Media Atlanta, Georgia-based Cumulus Media Inc. -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debt that topped $97 million as of June 30, 2011. Cumulus Media incurred a net loss of $510.7 million in 2016 following a net loss of $546.49 million in 2015. The Company had $2.34 billion in total assets, $2.83 billion in total liabilities and a total stockholders' deficit of $490.19 million as of Sept. 30, 2017. * * * As reported by the TCR on Nov. 8, 2017, S&P Global Ratings lowered its corporate credit ratings on Atlanta-based Cumulus Media Inc. (Cumulus) and its subsidiary Cumulus Media Holdings Inc. to 'SD' (selective default) from 'CCC'. "The downgrade follows Cumulus' recent announcement that it didn't make a $23.6 million interest payment on its 7.75% senior notes due 2019. The payment was due on Nov. 1. We believe the company made the decision to not make the payment in order to preserve cash or put pressure on its bondholders to participate in a a subpar debt exchange, given that it has sufficient cash on hand to make the interest payment. We also believe the nonpayment signals that a restructuring, either out of court or through an in court reorganization, is likely imminent. We don't expect the company to make the interest payment within the 30-day grace period." In April 2017, Moody's Investors Service downgraded Cumulus Media Inc.'s Corporate Family Rating to 'Caa2' from 'Caa1', the secured credit facilities to 'Caa1' from 'B3', and senior unsecured notes to 'Ca' from 'Caa3'. The outlook was changed to negative from stable. The downgrade reflects the elevated risk of a restructuring of its balance sheet and its unsustainable leverage level of 11.3x (excluding Moody's standard lease adjustments) as of Q4 2016. CUMULUS MEDIA: In Talks Noteholders on Restructuring Alternatives ----------------------------------------------------------------- Cumulus Media Inc. has engaged in separate discussions, pursuant to non-disclosure agreements, with certain noteholders under the indenture governing the 7.75% Senior Notes due 2019 issued by Cumulus Media Holdings Inc., a direct wholly-owned subsidiary of the Company, and guaranteed by the Company, regarding potential restructuring alternatives. During the course of those discussions, and subject to the applicable non-disclosure agreements, the Company shared certain confidential information with certain noteholders. The Company is obligated to disclose such confidential information pursuant to the terms of the applicable non-disclosure agreements. A copy of the Cleansing Materials is available for free at https://is.gd/UHtuKh "The Company has not yet reached an agreement on mutually acceptable terms and conditions with the noteholders party to non-disclosure agreements with the Company regarding a potential restructuring transaction. Negotiations between the Company and certain of the noteholders are ongoing. There are no assurances that the Company and such noteholders will come to an agreement on the terms of a restructuring transaction. In accordance with the terms of the non-disclosure agreements that the Company entered into with such noteholders, the Company agreed to publicly disclose the material terms of the potential restructuring transaction being negotiated with such noteholders. In connection therewith, the Cleansing Materials include the material terms of a potential restructuring transaction that is the subject of ongoing negotiation between the Company and certain of the noteholders." About Cumulus Media Atlanta, Georgia-based Cumulus Media Inc. -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debt that topped $97 million as of June 30, 2011. Cumulus Media incurred a net loss of $510.7 million in 2016 following a net loss of $546.49 million in 2015. As of Sept. 30, 2017, Cumulus Media had $2.34 billion in total assets, $2.83 billion in total liabilities and a total stockholders' deficit of $490.19 million. * * * As reported by the TCR on Nov. 8, 2017, S&P Global Ratings lowered its corporate credit ratings on Atlanta-based Cumulus Media Inc. (Cumulus) and its subsidiary Cumulus Media Holdings Inc. to 'SD' (selective default) from 'CCC'. "The downgrade follows Cumulus' recent announcement that it didn't make a $23.6 million interest payment on its 7.75% senior notes due 2019. The payment was due on Nov. 1. We believe the company made the decision to not make the payment in order to preserve cash or put pressure on its bondholders to participate in a a subpar debt exchange, given that it has sufficient cash on hand to make the interest payment. We also believe the nonpayment signals that a restructuring, either out of court or through an in court reorganization, is likely imminent. We don't expect the company to make the interest payment within the 30-day grace period." In April 2017, Moody's Investors Service downgraded Cumulus Media Inc.'s Corporate Family Rating to 'Caa2' from 'Caa1', the secured credit facilities to 'Caa1' from 'B3', and senior unsecured notes to 'Ca' from 'Caa3'. The outlook was changed to negative from stable. The downgrade reflects the elevated risk of a restructuring of its balance sheet and its unsustainable leverage level of 11.3x (excluding Moody's standard lease adjustments) as of Q4 2016. CUMULUS MEDIA: Jan Baker Appointed to Audit Committee ----------------------------------------------------- The Board of Directors of Cumulus Media Inc. appointed Jan Baker to the Audit Committee of the Board to take the place of Jill Bright, who resigned from such committee. Ms. Bright remains a member of the Board. Mr. Baker was appointed to the Board on Oct. 20, 2017. About Cumulus Media Atlanta, Georgia-based Cumulus Media Inc. -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debt that topped $97 million as of June 30, 2011. Cumulus Media incurred a net loss of $510.7 million in 2016 following a net loss of $546.49 million in 2015. The Company had $2.34 billion in total assets, $2.83 billion in total liabilities and a total stockholders' deficit of $490.19 million as of Sept. 30, 2017. * * * As reported by the TCR on Nov. 8, 2017, S&P Global Ratings lowered its corporate credit ratings on Atlanta-based Cumulus Media Inc. (Cumulus) and its subsidiary Cumulus Media Holdings Inc. to 'SD' (selective default) from 'CCC'. "The downgrade follows Cumulus' recent announcement that it didn't make a $23.6 million interest payment on its 7.75% senior notes due 2019. The payment was due on Nov. 1. We believe the company made the decision to not make the payment in order to preserve cash or put pressure on its bondholders to participate in a a subpar debt exchange, given that it has sufficient cash on hand to make the interest payment. We also believe the nonpayment signals that a restructuring, either out of court or through an in court reorganization, is likely imminent. We don't expect the company to make the interest payment within the 30-day grace period." In April 2017, Moody's Investors Service downgraded Cumulus Media Inc.'s Corporate Family Rating to 'Caa2' from 'Caa1', the secured credit facilities to 'Caa1' from 'B3', and senior unsecured notes to 'Ca' from 'Caa3'. The outlook was changed to negative from stable. The downgrade reflects the elevated risk of a restructuring of its balance sheet and its unsustainable leverage level of 11.3x (excluding Moody's standard lease adjustments) as of Q4 2016. CUMULUS MEDIA: Posts $1.27 Million Net Income in Third Quarter -------------------------------------------------------------- Cumulus Media Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $1.27 million on $287.24 million of net revenue for the three months ended Sept. 30, 2017, compared to net income of $46.32 million on $286.13 million of net revenue for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, Cumulus Media reported a net loss of $449,000 on $841.80 million of net revenue compared to net income of $32.95 million on $841.85 million of net revenue for the same period a year ago. The Company had $2.34 billion in total assets, $2.83 billion in total liabilities and a total stockholders' deficit of $490.19 million as of Sept. 30, 2017. Mary Berner, president and chief executive officer of Cumulus Media Inc. said, "As we noted when we announced our preliminary results in October, our strong third quarter performance plainly demonstrates that our operational turnaround plan is working. The entire Cumulus team has shown great commitment to maintaining our momentum. By executing our foundational operating initiatives and continuing to develop growth opportunities, we are confident that we can build on our success despite the challenging industry environment." Ms. Berner continued, "We are also focused on addressing our excessive debt load on a parallel track to our operational turnaround plan. As previously disclosed, we are working with our advisors to proactively explore a range of alternatives to restructure our balance sheet, and we are continuing productive discussions with our creditors. Regardless of the path forward, we have ample cash to operate our business. Our goal remains to reduce our debt so we can focus our time and resources on investments in our people, key technologies and initiatives that will ultimately drive sustainable, long-term growth." A full-text copy of the Form 10-Q is available for free at: https://is.gd/Tuaoa6 On Nov. 9, 2017, Cumulus Media held an investor conference call and webcast to discuss financial results for the three and nine months ended Sept. 30, 2017. The Company has also made available on its website presentation materials containing certain historical and forward-looking information relating to the Company about the Company's financial results for the three and nine months ended Sept. 30, 2017, a copy of which is available for free at https://is.gd/Xp9pcY About Cumulus Media Atlanta, Georgia-based Cumulus Media Inc. -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debt that topped $97 million as of June 30, 2011. Cumulus Media incurred a net loss of $510.7 million in 2016 following a net loss of $546.49 million in 2015. * * * As reported by the TCR on Nov. 8, 2017, S&P Global Ratings lowered its corporate credit ratings on Atlanta-based Cumulus Media Inc. (Cumulus) and its subsidiary Cumulus Media Holdings Inc. to 'SD' (selective default) from 'CCC'. "The downgrade follows Cumulus' recent announcement that it didn't make a $23.6 million interest payment on its 7.75% senior notes due 2019. The payment was due on Nov. 1. We believe the company made the decision to not make the payment in order to preserve cash or put pressure on its bondholders to participate in a a subpar debt exchange, given that it has sufficient cash on hand to make the interest payment. We also believe the nonpayment signals that a restructuring, either out of court or through an in court reorganization, is likely imminent. We don't expect the company to make the interest payment within the 30-day grace period." In April 2017, Moody's Investors Service downgraded Cumulus Media Inc.'s Corporate Family Rating to 'Caa2' from 'Caa1', the secured credit facilities to 'Caa1' from 'B3', and senior unsecured notes to 'Ca' from 'Caa3'. The outlook was changed to negative from stable. The downgrade reflects the elevated risk of a restructuring of its balance sheet and its unsustainable leverage level of 11.3x (excluding Moody's standard lease adjustments) as of Q4 2016. DASEKE COMPANIES: Moody's Affirms B1 CFR & Changes Outlook to Neg. ------------------------------------------------------------------ Moody's Investors Service affirmed the ratings of Daseke Companies, Inc. including the B1 Corporate Family Rating ("CFR") and B1 senior secured rating, and lowered the Speculative Grade Liquidity rating to SGL-3. Moody's also changed the ratings outlook to negative. RATINGS RATIONALE The ratings incorporate risks of Daseke's strategy to continue to consolidate the fragmented open-deck transportation sector, principally the integration risks and potential for increasing financial leverage. The pace of acquisitions has quickened with four acquisitions through the first nine-months of 2017. Moody's expects other acquisition(s) of at least $200 million based on company guidance of achieving pro forma EBITDA of at least $140 million by the end of 2017 and assuming similar purchase multiples as the current acquisitions made year-to-date. The ramp-up in acquisitions have been primarily debt-funded along with some equity, and have occurred while the company's operating margin has contracted. Operating margins are expected to remain below 3% (after Moody's standard adjustments) over the near term as the company faces increased costs related to staffing and attracting high-quality drivers. As a result, financial leverage could increase, depending on the pace and funding of future acquisitions, and debt/EBITDA could approach 4x in 2018. The negative ratings outlook reflects Moody's view that the pace of acquisitions will likely be faster than previously anticipated, and the proposed increased debt to fund these acquisitions could result in higher than expected financial leverage. Furthermore, this occurs at a time when the company has yet to demonstrate an ability to achieve the expected 4% operating margin, calculated on a Moody's adjusted basis. Such weak profits going forward would temper Daseke's cash flows from operations and limit the ability to fund requisite fleet investments internally. Moody's considers Daseke's liquidity to be adequate (SGL-3), principally based on a solid cash position ($113 million at September 30, 2017 including $65 million equity proceeds), although much of that cash could be directed to fund future acquisitions. Free cash flow is expected to be about breakeven for 2017, and negative in 2018 as fleet investments are expected to pick up from more moderate levels in 2017. The company's $70 million asset-based revolving credit facility is fully available. The ratings could be downgraded absent progress improving the operating margin towards 4.0% target, or if the company pursues leveraging acquisitions without a meaningful increase in profit. Expectations of debt/EBITDA over 4.0x or EBIT/Interest below 1.0x could also pressure the rating down. A deteriorating liquidity profile and inability to fund required fleet investments adequately could result in a downgrade. The ratings could be upgraded if Daseke substantially strengthens its market position, enhances its operating margins to at least 7.5% and demonstrates ample positive free cash flow while maintaining adequate investments in its fleet, such that retained cash flow minus capex-to-debt would be consistently 5% or more. Debt/EBITDA of 2.5x or less and EBIT/Interest of at least 2.5x would also support a ratings upgrade. Issuer: Daseke Companies, Inc. Affirmations: -- Corporate Family Rating, Affirmed at B1 -- Probability of Default Rating, Affirmed at B1-PD -- $350 Million Senior Secured Term Loan B due 2024, Affirmed at B1 (LGD4) Outlook Actions: Outlook, Changed to Negative From Stable Rating Changes: Speculative Grade Liquidity Rating, downgraded to SGL-3 from SGL-2 The principal methodology used in these ratings was Global Surface Transportation and Logistics Companies published in May 2017. Daseke Companies, Inc., headquartered in Addison, TX, is a direct subsidiary of Daseke, Inc, a leading provider of open deck transportation and logistics services. Revenues in 2016 were $652 million. DASEKE INC: S&P Cuts Sec. Term Loan Rating to B+ on $150MM Add-on ----------------------------------------------------------------- Addison, Texas-based specialized trucking company Daseke Inc. has proposed a $150 million add-on to its senior secured term loan to fund its acquisition strategy and for general corporate purposes. S&P Global Ratings affirmed its 'B+' corporate credit rating on trucking and logistics company Daseke Inc. The outlook remains stable. S&P said, "At the same time, we lowered our issue-level rating on the company's secured term loan (including the proposed $150 million add-on) to 'B+' from 'BB-' and revised the recovery rating on the loan to '3' from '2'. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. "The affirmation reflects that we have revised our assessment of the company's financial risk profile to aggressive from significant. This incorporates our view that the company's cash flow and earnings will be volatile due to its acquisition strategy. We also revised our assessment of the company's comparable ratings modifier to neutral from negative. "The stable outlook on Daseke reflects our belief that the company will maintain debt-to-EBITDA of between 4x and 5x over the next year as it pursues accretive acquisitions, which is consistent with our expectations for the current rating. "We could lower our ratings on Daseke if the company undertook large debt-financed acquisitions that exceeded our expectations or if the flatbed and specialized trucking markets unexpectedly weaken. Specifically, we could downgrade the company if these factors weakened its operating performance and led us to forecast that its debt-to-EBITDA would remain above 5x for a sustained period. "Although unlikely over the next 12 months, we could raise our ratings on Daseke if the company develops a stable track record of running its existing assets while successfully integrating its potential acquisitions and maintaining or improving its operating performance. Specifically, we could raise our ratings on the company if it maintains debt-to-EBITDA around 3x on a sustained basis." DAVID FAIRWEATHER: Trustee Private Sale of Revere Bank Stocks OK'd ------------------------------------------------------------------ Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland authorized the private sale by Lawrence A. Katz, the chapter 11 trustee for the jointly administered cases commenced by David Warren Fairweather and Jane L. Fairweather, of shares of Revere Bank stock, held by the Debtors individually and as trustees for their respective family trusts, through FIG Partners, at such times, in such amounts, and at such prices as the Trustee will deem advantageous and beneficial to the estate. The stock encumbered by the liens of Maryland Financial Bank ("MFB") and Community Bankers' Bank ("CBB") will be sold first, until the secured claims of MFB and CBB are satisfied. However, the Trustee is ordered to sell the stock consistent with the requirements of the Confirmed Chapter 11 Plan and the Liquidating Trust Agreement, including, but not limited to the requirement that the Trustee provide notice and an opportunity to object if the proposed sale of stock is in excess of $50,000 and the sale price is for less than 75% of the 3-month weighted average of the stock. The sale of the Revere Stock will be free and clear of the liens of MFB and CBB, except that the liens of MFB and CBB will attach to the proceeds of sale of the Revere Stock. The Trustee is authorized to pay from the proceeds of the sale customary closing and disposition costs pursuant to his agreement with FIG Partners. There will be no stay of the effectiveness of the Order under Federal Rule of Bankruptcy Procedure 6004(h). About the Fairweathers On May 28, 2014, David Warren Fairweather filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 14-18615). Jane L. Fairweather filed a chapter 11 petition (Bankr. D. Md. Case No. 14-20847) on July 8, 2014. On Jan. 23, 2015, the Court entered an order providing for the joint administration of the Debtors' chapter 11 cases (Bankr. D. Md. Case No. 14-18615 TJC). On Sept. 9, 2016, the Court directed the U.S. Trustee for Region Four to appoint a chapter 11 trustee in the cases. Thereafter, the U.S. Trustee appointed Lawrence A. Katz as the Trustee for the cases. The Court confirmed Mr. Katz's appointment as Trustee on Sept. 13, 2016. The Trustee tapped Hirschler Fleischer PC as counsel. The Trustee also tapped FIG Partners as broker. Counsel for the Trustee can be reached at: Stephen E. Leach, Esq. HIRSCHLER FLEISCHER PC 8270 Greensboro Drive, Suite 700 Tysons Corner, Virginia 22102 Telephone: (703) 584-8902 E-mail: sleach@hf-law.com DELMARIE RIVERA FERNANDEZ: BSPR Owns San Juan Property, Court Rules ------------------------------------------------------------------- Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico denied debtor Delmarie Fe Rivera Fernandez's motion for reconsideration. On April 5, 2017, the debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The debtor included in schedule A/B a commercial property in San Juan, Puerto Rico, valued at $900,000. On April 20, 2017, Banco Santander Puerto Rico filed a motion to lift stay. The bank asserted that it is the owner of the San Juan property, having completed pre-petition foreclosure proceedings. Santander sought an order from the court lifting the stay in order to allow eviction proceedings to continue. In her opposition, the debtor conceded that a deed of judicial sale was executed on August 17, 2016, but argued that title to the property did not transfer to the bank at that time due to a procedural defect during the foreclosure process, namely that the bank did not obtain an order confirming the judicial sale from the local court, as required by the Puerto Rico Real Estate Registry Act of 2015. The court was not persuaded by the debtor's argument and ruled against the Debtor at a hearing held on May 19, 2017. In her motion for reconsideration filed on June 2, 2017, the debtor reiterates her prior argument that the deed of judicial sale did not serve to transfer title to Banco Santander because the bank never obtained an order confirming the judicial sale from the local court. It is well settled that under Rule 51.7(d) of the Puerto Rico Rules of Civil Procedure of 2009, title to a property is transferred upon the execution of the deed of judicial sale. The debtor argues, however, that the Registry Act "tacitly" repealed this rule by adding the requirement that following a judicial sale, the local court must, at a party's request, verify that the correct procedures were followed and issue an order so stating within 10 days. At the outset, the court already considered and rejected this argument at the May 19 hearing. The motion for reconsideration is therefore denied on this basis. Furthermore, as explained during the said hearing, the Registry Act, as amended, makes clear that the confirmation order is not required to execute the deed of judicial sale. Accordingly, absent a showing of manifest error by this court, newly discovered or previously unavailable evidence, manifest injustice, or an intervening change in controlling law that warrants reconsideration, the motion for reconsideration is denied. A full-text copy of Judge Godoy's Opinion and Order dated Nov. 8, 2017, is available at: http://bankrupt.com/misc/prb17-02396-11-72.pdf Delmarie F. Rivera Fernandez filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 17-02396) on April 5, 2017, and is represented by Gilbert Joseph Lopez Delgado, Esq. EASTGATE COMMERCE: US Bank Seeks Appointment of Ch. 11 Trustee -------------------------------------------------------------- U.S. Bank National Association, solely in its capacity as Trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-CIBC19, Commercial Mortgage Pass-Through Certificates, Series 2007-CIBC19, acting by and through its Special Servicer, LNR Partners, LLC, requests the U.S. Bankruptcy Court for the Southern District of Ohio to direct the appointment of a Chapter 11 Trustee in the bankruptcy case of Eastgate Commerce Center, LLC. U.S. Bank joins in the Motion of Creditor Daniel Rolfes requesting the entry of an order appointing a Chapter 11 Trustee. In his Motion, Mr. Rolfes has alleged a "pattern of dishonesty, incompetence and gross mismanagement of the affairs of the Debtor" and, among other evidence, intends to support his allegations with "testimony and evidence, including the testimony of other local property manager(s), to demonstrate that [The Crowell Company] is compensated at above-market or non-industry rates and that the Debtor’s property should be managed and operated for significantly less expense and at a higher lease occupancy rate." Furthermore, as Mr. Rolfes points out, the Debtor’s manager, Gregory K. Crowell, has now filed his own personal bankruptcy, which will occupy Mr. Crowell’s time and attention. U.S. Bank asserts that a trustee is needed to break the deadlock between the Debtor's members. U.S. Bank contends that Mr. Crowell, fundamentally misconstrues his power and authority with regard to the management of the Debtor, which lead Mr. Crowell to attempt to take actions for which he has no authority. Indeed, Mr. Crowell filed this bankruptcy without proper authority to do so. Although the members' unanimity is necessary to properly manage the Debtor, U.S. Bank believes that such an accord is highly unlikely. U.S. Bank points out that the Debtor's members, Mr. Crowell and Mr. Rolfes, have engaged in years of costly litigation against each other over the management of the Debtor and other entities. As evidenced by the Rolfes Motion, Mr. Rolfes does not want Mr. Crowell to continue in any management function with the Debtor. Without breaking this deadlock, U.S. Bank believes that the Debtor will not even be able retain a property manager. U.S. Bank also asserts that a trustee is needed the need to investigate the actions of the Debtor's relationships with Mr. Crowell. Given that Mr. Crowell acts as the Debtor's manager, U.S. Bank contends that he cannot be trusted to investigate the activities he undertook in that capacity. The Debtor's own bankruptcy schedules raise several questions regarding the propriety of Mr. Crowell’s actions as the Debtor's manager and his wholly-owned company The Crowell Company ("TCC"). Most significantly, an investigation needs to be undertaken to determine the validity and propriety of the scheduled claim owing to Mr. Rolfes and the related scheduled contingent claim owing to TCC. Related to the need for a trustee to investigate past transactions with Mr. Crowell, U.S. Bank claims that a trustee is needed based on the continuing conflicts Mr. Crowell has with the Debtor. Because Mr. Crowell is acting as the debtor-in-possession in his own personal bankruptcy case and as the Debtor's manager in this Case, U.S. Bank believes that Mr. Crowell has the conflicting duties to maximize the value of his personal estate and to maximize the value of the estate in this Case. U.S. Bank contends that maximizing the value in Mr. Crowell's personal bankruptcy may necessitate causing his wholly-owned entity TCC to drive a hard-bargain in connection with its transactions with the Debtor, to the detriment of the estate in this Case. On the other hand, maximizing the value in this Case may mean challenging TCC's claim to indemnification or seeking to recoup amounts TCC charged Debtor in excess of the amount permitted under the Operating Agreement. Accordingly, the U.S. Bank asserts that the only way to proceed in such a case is to remove Mr. Crowell from his position as fiduciary of the estate in this Case by appointing a chapter 11 trustee. As set forth in the Rents Motion, U.S. Bank claims that the Debtor, acting under the direction of Mr. Crowell, has taken U.S. Bank's property by withholding and consuming the rents paid to it after the Debtor defaulted on U.S. Bank's loan. U.S. Bank asserts that this misappropriation is an act of dishonesty and gross mismanagement meriting the appointment of a trustee. U.S. Bank argues that this is not a case where a sudden change in market conditions caused the Debtor to trip a contractual covenant, thereby sending the Debtor into an unexpected default. Rather, the Debtor had ten years to prepare for the maturity of U.S. Bank's loan. Instead of refinancing or selling the property to repay U.S. Bank's Loan, the Debtor has persisted in paying TCC over-market rates for its under-market performance. Moreover, U.S. Bank mentions that under Mr. Crowell's management, the Debtor's average vacancy rate over the last five years was more than seven times higher than the vacancy rate needed to reach the Debtor's valuation. In fact, all eleven units showing as vacant on the Debtor's current rent roll have been vacant for the past five years, and during that time only one previously vacant unit has been leased. Thus, U.S. Bank claims that Mr. Crowell's utter failure, as manager, to lease up the Debtor's property constitutes gross mismanagement requiring a Chapter 11 trustee. Further, U.S. Bank asserts that a trustee should be appointed because Mr. Crowell has lost the confidence of the Debtor's creditors and other equity holder. U.S. Bank is represented by: James P. Botti, Esq. Andrew S. Nicoll, Esq. PORTER WRIGHT MORRIS & ARTHUR LLP 41 South High Street, Suite 3100 Columbus, Ohio 43215 Telephone: (614) 227-2178/ (614) 227-2107 Facsimile: (614) 227-2100 Email: jbotti@porterwright.com anicoll@porterwright.com -- and -- Tami Hart Kirby, Esq. PORTER WRIGHT MORRIS & ARTHUR LLP One South Main Street, Suite 1600 Dayton, Ohio 45402 Telephone: (937) 449-6721 Facsimile: (937) 449-6820 Email: tkirby@porterwright.com About Eastgate Commerce Center LLC Eastgate Commerce Center, LLC is a privately held company engaged in real estate development. It owns a real property located at 4440 Glen Este Withamsville Road, Cincinnati, Ohio, valued at $4.48 million. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 17-13486) on September 28, 2017. The petition was signed by Gregory K. Crowell, manager. At the time of the filing, the Debtor disclosed $4.49 million in assets and $3.76 million in liabilities. Judge Jeffery P. Hopkins presides over the case. Goering & Goering represents the Debtor as bankruptcy counsel. The Debtor proposes to employ The Greg Crowell Co., Inc. to manage the Eastgate Commerce Center located in Union Township, Clemont County, Ohio. On September 28, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. EASTMAN KODAK: S&P Lowers CCR to 'CCC+' on Lower Cash Balances -------------------------------------------------------------- Eastman Kodak has reported three consecutive quarters of negative free cash flow in 2017 and negative free cash flow in every fiscal year since emerging from bankruptcy protection in 2013. Furthermore, cash balances have declined considerably to approximately $342 million as of Sept. 30, 2017, from over $800 million at the time of emergence. S&P Global Ratings, thus, lowered its corporate credit rating on Rochester, N.Y.-based Eastman Kodak Co. to 'CCC+' from 'B-'. The outlook is negative. S&P said, "We also lowered the issue-level rating on the company's first-lien secured term loan to 'CCC+' from 'B-'. The recovery rating is unchanged at '3', indicating our expectation for average (30%-50%; rounded estimate: 65%) recovery in the event of payment default. "We are downgrading Eastman Kodak due to the considerable decline in cash balances over the past four years, which have shrunk to $342 million as of Sept. 30, 2017, from over $800 million at the time of the firm's emergence from chapter 11 bankruptcy in 2013. Although management expects favorable working capital effects to increase cash to the $360 million-$370 million range by the end of the year, we believe that Kodak's core operations are unlikely to generate meaningful cash over the next 12-24 months due to a weakening commercial printing demand environment, an inability to successfully commercialize investments in 3D printing and other advanced materials technology, and weakening profitability in legacy consumer and film operations. Our negative outlook reflects our view that Kodak will need to divest significant assets or obtain additional external financing in order to meet the 2019 maturity of its outstanding term loan. "Our negative outlook reflects Kodak's track record of operational weakness, diminished liquidity reserves, low covenant headroom, and uncertainty around the ability to successfully execute its announced strategic divestitures and IP monetization strategies. We believe that Kodak's ability to refinance its term loan before its September 2019 maturity is reliant on the execution of planned divestitures and use of proceeds for debt repayment. "We would likely downgrade Kodak further if the firm were unable to execute its planned strategic options, reduce debt, and significantly extend the maturity of its first-lien term loan within the next six months. "We would consider revising the rating outlook on Kodak to stable if a successful refinancing and reduced expenses improve the firm's liquidity position and place the company on track to generate cash sustainably." ENTRAVISION COMMUNICATION: Moody's Rates Amended $300MM Loan B1 --------------------------------------------------------------- Moody's Investors Service assigns Entravision Communication Corporation's amended and extended $300 million first lien term loan B1, and upgraded the Probability of Default (PDR) rating to B1-PD, from B2-PD. The B1 CFR was unchanged and the outlook remains stable. The amendment to the first lien term loan B extends the maturity four years to 2024 from 2020. The term loan will be used to refinance the outstanding $283 million first lien term loan A. The new credit facility has no revolver or financial maintenance covenants. The B1-PD PDR is in line with the B1 CFR, reflecting Moody's expectation for an average family recovery level in a distress scenario. The expectation for an average family recovery reflects the covenant light nature of the all-bank debt structure. Assignments: Issuer: Entravision Communications Corporation -- Senior Secured Bank Credit Facility, Assigned B1 (LGD 3) Upgrades: Issuer: Entravision Communications Corporation -- Probability of Default Rating, Upgraded to B1-PD from B2-PD RATING RATIONALE Entravision's B1 corporate family rating reflects the Company's very small scale (similar to lower rated companies) and moderately high leverage, projected to be mid 4x range at the end of 2017 but improving to 3x by the end of 2018 assuming management uses a portion of its spectrum proceeds to repay debt. In addition, the company's credit rating is constrained by a reliance on cyclical advertising (over 50% of revenue) that is sensitive to the economy and ad displacement during election cycles. Media fragmentation is also a threat to the business as new entrants are disrupting the media ecosystem, requiring investment in risky digital and mobile OTT strategies that have promise but are currently a burden to margins and profits. The pressure is evident in declining profits in the TV and radio business which has been largely responsible for driving adjusted EBITDA margins down by approximately 5% over the last 5 years, since 2011. Moody's expect margins to continue to fall over the next 2 years, approaching mid-20% range by the end of 2018 which is putting pressure on free cash and related metrics. Ratings are supported by the company's focus on the Hispanic market which is the fastest growing segment of the US population. Despite rising competition for the audience and a a younger demographic with shifting consumption patterns, the company benefits from its access to, and resale of, Univision Communications, Inc. (B2 stable) programming. Retransmission fees are also supporting the credit profile, with steady mid-single digit contractual growth, improving the revenue mix with more recurring sales that adds balance to cyclical ad revenue. The business model is also somewhat diversified with nearly 40% of the revenues derived from radio and digital sales; and (2 year average) Free Cash Flow to Debt (Moody's adjusted) is very strong, currently above Moody's rating trigger. Liquidity is also good. RATING OUTLOOK The stable outlook reflects Moody's expectation that Entravision will continue to grow core revenue over the next 12 months and benefit from political ad demand in 2018, supporting top line growth and profit. Moody's expect leverage and coverage ratios to improve as a portion of free cash flow and spectrum proceeds are applied to reduce term loan balances. The outlook assumes no material changes to the company's liquidity profile and no events or material unfavorable changes in operating results, regulation, competition, capital structure, or the business model. WHAT COULD CAUSE A RATING UPGRADE Moody's would consider an upgrade if Leverage (Moody's adjusted 2-year average debt-to-EBITDA) is sustained comfortably below 4.25x and Coverage (Moody's adjusted 2 year average Free cash flow-to-debt) remains above 9%. WHAT COULD CAUSE A RATING DOWNGRADE Moody's would consider a downgrade if Leverage (Moody's adjusted 2-year average debt-to-EBITDA) is sustained above 5.25x or Coverage (Moody's adjusted 2-year average Free cash flow-to-debt) is sustained below 5%. Entravision Communications Corporation, headquartered in Santa Monica, CA, is a diversified Spanish-language media company with television, radio and digital operations. At the end of 3/31/2017, Entravision owns or operates 54 primary television stations in 20 U.S. markets and is the largest affiliate group of both the Univision television network and Univision's UniMas network. The company also owns and operates a group of primarily Spanish language radio stations, consisting of 49 (38 FM and 11 AM) stations, as well as cross-platform digital content and sales offerings. Ownership is concentrated with Walter F. Ulloa, and affiliated stockholders, while Univision is a 10% minority owner of the common stock on a fully-diluted basis. Net revenue for the twelve months ended September 30, 2017, totaled approximately $268 million (excluding spectrum proceeds). The principal methodology used in this rating was Media Industry published in June 2017. ENTRAVISION COMMUNICATIONS: S&P Affirms 'BB-' CCR on Refinancing ---------------------------------------------------------------- U.S. television and radio broadcaster Entravision Communications Corp. is planning to refinance its outstanding $290 million term loan with a new $300 million term loan due 2024. S&P now expects adjusted debt to average-trailing-eight-quarter EBITDA will remain above 4x through 2018 because the company has decided to keep the cash proceeds from the spectrum auction on its balance sheet instead of repaying debt as S&P has previously expected. S&P Global Ratings is thus affirming its ratings, including the 'BB-' corporate credit rating, on Santa Monica, Calif.-based Entravision Communications Corp. and removed them from CreditWatch, where S&P placed them with positive implications on March 10, 2017. The rating outlook is stable. S&P said, "At the same time, we assigned our 'BB' issue-level rating and '2' recovery rating to the company's proposed $300 million term loan due 2024. The '2' recovery rating indicates our expectation for substantial recovery (70%-90%; rounded estimate: 70%) of principal in the event of a payment default. "The affirmation reflects our expectation that Entravision's adjusted debt to average-trailing-eight-quarter EBITDA will remain above 4x through 2018 after it completes the proposed refinancing. The company has a very high cash balance of about $287 million as of Sept. 30, 2017, after receiving spectrum auction proceeds. However, Entravision currently doesn't have firm debt repayment plans, and we expect it will likely use most of the funds for acquisitions. "The stable outlook reflects our view that Entravision's core television advertising revenue will stabilize in 2018, and the company will use its large cash balance to help fund accretive acquisitions or repay a portion of its outstanding debt by the end of 2018. "We could lower the corporate credit rating if Entravision's organic core advertising revenue declines in 2018, and if the company deploys its large cash balance for acquisitions that generate minimal EBITDA, causing leverage to increase to the mid-4x area. Given Entravision's station affiliation concentration and somewhat limited scale, we could also lower the rating if we become convinced that the company's competitive position will deteriorate due to cord-cutting and media fragmentation. "We could raise the rating if organic core advertising revenue grows in 2018 and Entravision uses its large cash balance to fund accretive acquisitions or repay debt, resulting in leverage improving towards the 3x area or lower and increased scale and diversity." EVERI PAYMENTS: Moody's Rates New $375MM Unsecured Notes Caa1 ------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to EVERI Payments Inc.'s proposed $375 million senior unsecured notes due 2025. The company's B2 Corporate Family Rating, B2-PD Probability of Default Rating, B1 rated senior secured revolver and first lien term loan, and SGL-2 Speculative Grade Liquidity rating are unchanged. The rating outlook remains stable. Proceeds from the proposed $375 million senior unsecured notes offering, along with cash on hand, will be used to refinance the company's existing Caa1-rated $350 million senior unsecured notes due 2022 and pay related premiums, fees and expenses. The Caa1 rating on the company's existing $350 million 10% senior unsecured notes is unchanged and will be withdrawn upon closing of the new notes. The proposed refinancing of the senior unsecured notes, coupled with the recent re-pricing of the company's senior secured term loan, are expected to result in a reduction in the company's cash interest burden as well an improved maturity profile, extending the senior unsecured notes maturity to 2025 from 2022. Assignments: Issuer: EVERI Payments Inc. -- Senior Unsecured Regular Bond/Debenture, Assigned Caa1(LGD5) RATINGS RATIONALE EVERI's B2 Corporate Family Rating considers the company's exposure to soft slot machine replacement cycle demand in the US gaming market in addition to the company's high leverage resulting primarily from debt financing related to the December 2014 acquisition of Multimedia Games for about $1.1 billion net of cash acquired. Moody's expects that as a result of modest EBITDA improvement, EVERI's debt/EBITDA will improve slightly to about 5.4 times at year end 2018 from about 5.8 times currently, pro-forma for the proposed refinancing. The company benefits from the demonstrated stability and growth of EVERI's Payments operating segment. This segment accounts for approximately 75% of the company's consolidated revenue. Also supporting the rating is EVERI's good liquidity profile. Pro-forma for the proposed transaction, there are no material debt maturities in the next few years. Additionally, Moody's expect EVERI to have full access to its $35 million revolving credit facility and that the company will generate positive cash flow after interest and capital expenditures. The stable rating outlook assumes modest earnings growth in EVERI's Payments segment will be the primary driver maintaining debt/EBITDA below 6.0 times, the downward rating trigger. A higher rating requires that EVERI achieve and maintain debt/EBITDA at about 4.5 times as well as maintain its good liquidity profile. EVERI's ratings could be downgraded if it appears the company will not be able to maintain debt/EBITDA below 6.0 times for any reason and/or the company's liquidity deteriorates. EVERI, a wholly owned subsidiary of EVERI Holdings Inc. (NYSE: EVRI), is a provider of video and mechanical reel gaming content and technology solutions, integrated gaming payments solutions and compliance and efficiency software. For the latest 12-month period ended September 30, 2017, the company reported revenue of about $945 million. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. EVERI PAYMENTS: S&P Rates New $375MM Sr. Unsecured Notes 'CCC+' --------------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issue-level rating to Everi Payments Inc.'s proposed $375 million senior unsecured notes due 2025. The recovery rating is '6', reflecting our expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default. Everi plans to use proceeds from the proposed notes, along with cash on hand, to refinance its existing $350 million 10% senior unsecured notes due 2022, to pay the make-whole premium on its existing notes, and for transaction-related fees and expenses. Everi also recently amended its credit agreement to reduce pricing on its term loan ($818 million outstanding as of Sept. 30, 2017) by 100 basis points. S&P said, "Although we expect the proposed refinancing transaction and recent amendment to reduce interest expense modestly, the refinancing does not affect our 'B' corporate credit rating given that it adds only a modest amount of additional debt. We expect adjusted leverage to remain high, in the low to mid-5x area through 2018, and for EBITDA coverage of interest to remain good, at about 3x. This incorporates our forecast for 2018 revenue and EBITDA to grow in the low- to mid-single-digit percent area, driven by demand for new products and content. We also believe growth will be supported by a favorable economic climate, which we believe will lead operators to continue to invest in slot floors. For our most-recent rating rationale on Everi, please see our research update published on April 13, 2017." RECOVERY ANALYSIS Key analytical factors S&P said, "Our simulated default scenario contemplates a default in 2020, reflecting a significant decline in cash flow as a result of prolonged economic weakness that reduces consumer spending on gaming, an extended gaming replacement cycle, and a slowdown in gaming property development. We assume a reorganization at default and we assume the revolver is 85% drawn at the time of default." Simplified waterfall -- Emergence EBITDA: $145 million EBITDA multiple: 5.5x -- Gross recovery value: $795 million -- Net recovery value after administrative expenses (5%): $755 million -- Obligor/nonobligor valuation split: 100%/0% -- Estimated first-lien claims: $856 million Value available for first-lien claims: $755 million --Recovery range: 70%-90% (rounded estimate 85%) -- *Estimated senior unsecured debt and pari passu secured deficiency claims: $491 million -- Value available for unsecured claims: $0 mil. --Recovery expectation: 0%-10% (rounded estimate 0%) Note: All debt amounts include six months of prepetition interest. *Senior unsecured claims represent unsecured debt outstanding and the pari passu secured deficiency claim. Ratings List Everi Payments Inc. Corporate Credit Rating B/Stable/-- New Rating Everi Payments Inc. Sr unsec notes CCC+ Recovery Rating 6(0%) EXCO RESOURCES: John Wilder Resigns From Board of Directors ----------------------------------------------------------- EXCO Resources, Inc., announced the resignation of John C. Wilder from his position as a member of the Company's Board of Directors and his position as executive chairman of the Board, in each case effective as of Nov. 9, 2017. Mr. Wilder became one of the Company's directors and executive chairman of the Board in September 2015. At the time of his resignation, Mr. Wilder was not a member of any committee of the Board. The Company said Mr. Wilder's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. In connection with Mr. Wilder's resignation, the Company entered into a letter agreement with Energy Strategic Advisory Services, LLC, an entity controlled by Mr. Wilder, pursuant to which the Company and ESAS agreed to suspend ESAS' obligation to provide services to the Company and the Company's obligation to pay for such services, in each case, pursuant to the Services and Investment Agreement between ESAS and the Company. The letter agreement also suspended ESAS' ability to nominate a member to EXCO's board of directors. In addition, pursuant to the letter agreement, the warrants issued by the Company to ESAS in March 2015 were forfeited and cancelled and the Company has no further obligations under those warrants. The warrants represented the right to purchase up to an aggregate of 5,333,335 common shares, subject to the satisfaction of certain performance criteria, at exercise prices ranging from $41.25 per share to $150.00 per share. The suspension of the Services and Investment Agreement will end upon the Company providing written notice to ESAS that the Company elects to have ESAS recommence services under the Services and Investment Agreement or upon the occurrence of certain other events specified in the letter agreement. About EXCO EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, Louisiana and Appalachia. EXCO Resources reported a net loss of $225.3 million on $271 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion on $355.70 million of total revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, EXCO Resources had $830.17 million in total assets, $1.59 billion in total liabilities and a total shareholders' deficit of $760.36 million. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that probable failure to comply with a financial covenant in its credit facility as well as significant liquidity needs, raise substantial doubt about the Company's ability to continue as a going concern. * * * In December 2016, Moody's Investors Service downgraded EXCO Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's downgrade reflects its eroded liquidity position which is insufficient to fully fund development expenditures at the level required to stem ongoing production declines," commented Andrew Brooks, Moody's vice president. "Absent an injection of additional liquidity, the source of which is not readily identifiable, EXCO could face going concern risk as it confronts an unsustainable capital structure." In March 2017, S&P Global Ratings raised its corporate credit rating on EXCO Resources to 'CCC-' from 'SD' (selective default). The rating outlook is negative. "The upgrade reflects our reassessment of our corporate credit rating on EXCO after the company exchanged most of its outstanding 12.5% second-lien secured term loans for $683 million new 1.75-lien secured payment-in-kind (PIK) term loans," said S&P Global Ratings' credit analyst Alexander Vargas. EXCO RESOURCES: Suspends Services Agreement with ESAS ----------------------------------------------------- Energy Strategic Advisory Services LLC filed an amendment no.3 to its Schedule 13D to disclose the entry by ESAS and EXCO Resources, Inc. into the Services Suspension Letter Agreement and the resignation of Charles John Wilder, Jr. from EXCO's Board of Directors. As of Nov. 9, 2017, ESAS, Bluescape Energy Recapitalization and Restructuring Fund III LP, Bluescape Energy Partners III GP LLC and Bluescape Resources GP Holdings LLC beneficially own 6,433,630 shares of common stock of EXCO Resources, Inc., constituting 24.1 of the shares outstanding. ESAS entered into a Services Suspension Letter Agreement with EXCO, dated Nov. 9, 2017, pursuant to which, among other things: (i) the Services Agreement was suspended such that, during the suspension period (a) ESAS is not required to provide the Services, (b) the Company is not required to make any payments under the Services Agreement to ESAS with respect to the suspension period and (c) ESAS does not have the right to nominate a member to the Board pursuant to the terms of the Nomination Letter Agreement, in each case subject to the terms and conditions of the Services Suspension Letter Agreement; (ii) Charles John Wilder, Jr. resigned from the Board and as executive chairman of the Board, effective as of Nov. 9, 2017; and (iii) the Warrants, which represented the right to purchase up to an aggregate of 5,333,335 common shares of EXCO, subject to the satisfaction of certain performance criteria, at prices ranging from $41.25 per share to $150.00 per share, ESAS forfeited the warrants for cancellation by EXCO and EXCO has no further obligations under the Warrants. Pursuant to the Services Suspension Letter Agreement, ESAS forfeited the Warrants for cancellation by EXCO, and EXCO has no further obligations under the Warrants. The Financing Warrants remain outstanding and continue to be owned by ESAS. A full-text copy of the regulatory filing is available at: https://is.gd/yhsQya About EXCO EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, Louisiana and Appalachia. EXCO Resources reported a net loss of $225.3 million on $271 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion on $355.70 million of total revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, EXCO Resources had $830.17 million in total assets, $1.59 billion in total liabilities and a total shareholders' deficit of $760.36 million. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that probable failure to comply with a financial covenant in its credit facility as well as significant liquidity needs, raise substantial doubt about the Company's ability to continue as a going concern. * * * In December 2016, Moody's Investors Service downgraded EXCO Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's downgrade reflects its eroded liquidity position which is insufficient to fully fund development expenditures at the level required to stem ongoing production declines," commented Andrew Brooks, Moody's vice president. "Absent an injection of additional liquidity, the source of which is not readily identifiable, EXCO could face going concern risk as it confronts an unsustainable capital structure." In March 2017, S&P Global Ratings raised its corporate credit rating on EXCO Resources to 'CCC-' from 'SD' (selective default). The rating outlook is negative. "The upgrade reflects our reassessment of our corporate credit rating on EXCO after the company exchanged most of its outstanding 12.5% second-lien secured term loans for $683 million new 1.75-lien secured payment-in-kind (PIK) term loans," said S&P Global Ratings' credit analyst Alexander Vargas. EXELCO NV: Chapter 15 Case Summary ---------------------------------- Chapter 15 Debtor: Exelco NV Schupstraat 9-11 2018 Antwerp Belgium Type of Business: Headquartered in Antwerp, Belgium, Exelco NV is engaged in the wholesale trade of diamonds and other gems. Chapter 15 Petition Date: November 10, 2017 Chapter 15 Case No.: 17-12409 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin Gross Authorized Representative: Mr. Frans De Roy and Mr. Benny Goossens, in their capacity as Permanent Trustees in Bankruptcy Foreign Proceeding in Which Appointment of the Foreign Representatives Occurred: The Public Ministry v. Exelco NV, Commercial Court of Antwerp, Antwerp Division A/17/07169 Chapter 15 Petitioners' Counsel: Derek C. Abbott, Esq. Daniel B. Butz, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899 Tel: (302) 658-9200 Fax: 302-658-3989 E-mail: dabbott@mnat.com dbutz@mnat.com - and - William J. Boone, Esq. Doroteya N. Wozniak, Esq. JAMES-BATES-BRANNAN-GROOVER-LLP 3399 Peachtree Road NE, Suite 1700 Atlanta, GA 30326 Tel: (404) 997-6020 Fax: (404) 997-6021 E-mail: bboone@jamesbatesllp.com dwozniak@jamesbatesllp.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of the petition is available for free at: http://bankrupt.com/misc/deb17-12409.pdf EXGEN TEXAS: Moody's Cuts Term Loan Rating to Ca on Bankr. Filing ----------------------------------------------------------------- Moody's Investors Service downgraded ExGen Texas Power, LLC's senior secured term loan B to Ca from Caa3 following ExGen Texas' November 7th Chapter 11 bankruptcy filing. The rating outlook is stable. RATINGS RATIONALE The Ca rating reflects Moody's expectation that the recovery rate for senior secured lenders will be in the mid-to-upper end of the 35-65% range. Subsequent actions, Moody's will withdraw the rating on ExGen Texas' term loan owing to the November 7 bankruptcy filing. Please refer to the Moody's Investors Service's Policy for Withdrawal of Credit Ratings, available on its website, www.moodys.com. Prior to filing for bankruptcy, ExGen Texas repaid all outstanding amounts and terminated its $20 million senior secured working capital facility on October 31, 2017. The stable outlook reflects Moody's belief that recovery prospects will be no worse than 35% for senior creditors. ExGen Texas Power, LLC (ExGen Texas) owns five natural gas-fired electric generating assets in Texas totaling approximately 3,500 megawatts (MW) (average summer/winter capacity, including ducts). The assets consist of: 1) the 738 MW Wolf Hollow combined cycle facility in Granbury; 2) the 510 MW Colorado Bend combined cycle facility in Wharton; 3) the 1,265 MW Handley natural gas-fired steam boiler in Fort Worth; 4) the 808 MW Mountain Creek natural gas-fired boiler in Dallas; and 5) the 156 MW simple cycle facility in LaPorte. All of the assets are located in the North and Houston Zones of ERCOT. The principal methodology used in this rating was Power Generation Projects published in May 2017. EXPRO INT'L: Bank Debt Trades at 36.40% Off ------------------------------------------- Participations in a syndicated loan under Expro International Group PLC is a borrower traded in the secondary market at 63.60 cents-on-the-dollar during the week ended Friday, November 10, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.55 percentage points from the previous week. Expro International Group PLC pays 475 basis points above LIBOR to borrow under the $1.435 billion facility. The bank loan matures on Aug. 6, 2021 and carries Moody's Caa1 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 10. FINJAN HOLDINGS: Incurs $4.23 Million Net Loss in Third Quarter --------------------------------------------------------------- Finjan Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $4.23 million on $0 of revenues for the three months ended Sept. 30, 2017, compared to a net loss of $3.30 million on $1.14 million of revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, Finjan Holdings reported net income of $8.88 million on $27.05 million of revenues compared to a net loss of $3.56 million on $9.98 million of revenues for the same period during the prior year. The Company stated that, "Our cash requirements are, and will continue to be, dependent upon a variety of factors. We expect to continue devoting significant capital resources to the litigations in process and any other litigation we pursue. We also expect to require significant capital resources to maintain our issued patents, prosecute our patent applications, acquire new technologies as part of our growth strategy, and attract and retain qualified personnel on a full-time basis. "Based on current forecasts, management believes that our cash and cash equivalents will be sufficient to meet our anticipated cash needs for working capital for at least the next 12 months from the date of filing of this quarterly report. Such forecasts include approximately $5.9 million of licensing revenue to be received by March 31, 2018 under existing contracts. We may, however, encounter unforeseen difficulties that may deplete our capital resources more rapidly than anticipated. If we need additional funding, either debt or equity, to support our licensing and enforcement activities, planned research and development activities and to better solidify our financial position, it may not be available on favorable terms, or at all. Under such circumstances, if we are unable to obtain additional funding on a timely basis, the Company may be required to curtail or terminate some or all our business plans." As of Sept. 30, 2017, Finjan Holdings had $45.32 million in total assets, $11.96 million in total liabilities, $18 million in redeemable preferred stock and $15.35 million in total stockholders' equity. As of Sept. 30, 2017, the Company had $33.4 million of cash and cash equivalents, an increase of $19.7 million from $13.7 million at Dec. 31, 2016. This is primarily attributable to $26.6 million received from financing activities, $8.8 million provided by operating activities, less $1.9 million used in investing activities, and $13.8 million cash used in financing activities to redeem and retire its Series A Preferred Stock. "We had a very active third quarter at Finjan as we announced the formation of a new subsidiary, Finjan Blue, which now holds cybersecurity IP assets assigned by IBM. We also launched our Gen4.0 VitalSecurity VPN Browser through our technology partnership with Avira. And, as we indicated earlier, we have transitioned to a more decisive stance in our licensing program by initiating three new litigation cases," said Phil Hartstein, president and CEO of Finjan Holdings. "All of the actions taken in the quarter fit within our strategic objectives of expanding our pathways towards future growth, migrating Finjan's patented enterprise-grade technology back into the market and continuing to vigorously protect Finjan's patent rights. Backed by a strong balance sheet, we have proven nimble and flexible to pursue new partnerships and continue to evaluate future acquisitions opportunities to drive both near-term revenues and long term growth for shareholders." IP Licensing and Enforcement: * Currently active in more than 30 licensing negotiations, several in contract stages * Initiated three new patent infringement lawsuits: SonicWall, BitDefender and Juniper Enforcement Update and Schedule: September 2017 * Blue Coat Systems I (5:13-cv-04398-BLF); CAFC oral hearing on September 8, awaiting opinion from the Court October 2017 * ESET Germany trial; held October 5, 2017, awaiting decision from the Court * Blue Coat Systems II (5:15-cv-03295-BLF); Trial began October 31, 2017, expect closing arguments week of November 13 November 2017 * Blue Coat Systems III Germany; trial date set for November 21, 2017 2018 * Fireeye (4:13-cv-03133-SBA); Markman hearing scheduled for January 18, 2018 * Symantec (3:14-cv-02998-HSG); Trial date moved to July 9, 2018 Emerging Mobile Security Business: * Launched VitalSecurity VPN Browser in September featuring a built-in VPN -- Developed and delivered under our partnership with Avira -- Downloads at 145,000, just two months post launch Advisory Services Business: * CybeRiskTM continues to establish its advisory services pipeline of engagements A full-text copy of the Form 10-Q is available for free at: https://is.gd/0myTdL About Finjan Established nearly 20 years ago, Finjan -- http://www.finjan.com/ -- is a cybersecurity company. Finjan's inventions are embedded within a strong portfolio of patents focusing on software and hardware technologies capable of proactively detecting previously unknown and emerging threats on a real-time, behavior-based basis. Finjan continues to grow through investments in innovation, strategic acquisitions, and partnerships promoting economic advancement and job creation. Finjan reported a net loss attributable to common stockholders of $6.43 million for the year ended Dec. 31, 2016, a net loss attributable to common stockholders of $12.60 million for the year ended Dec. 31, 2015, and a net loss of $10.47 million for the year ended Dec. 31, 2014. FIVE POINT: Moody's Assigns 'B3' Corporate Family Rating -------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and a B3-PD Probability of Default Rating to Five Point Operating Company, LP ("Five Point"), a subsidiary of Five Point Holdings, LLC. In the same rating action, Moody's assigned a B3 to the company's proposed $400 million of senior unsecured notes due 2025 and an SGL-3 speculative grade liquidity rating. The outlook is stable. This is the first time Moody's has rated Five Point. The proposed new note offering will be issued both by Five Point and by a co-issuer, Five Point Capital Corp.. Proceeds will be used for general corporate purposes, including the funding of development activities. Assignments: Issuer: Five Point Operating Company, LP -- Probability of Default Rating, Assigned B3-PD -- Speculative Grade Liquidity Rating, Assigned SGL-3 -- Corporate Family Rating, Assigned B3 Issuer: Five Point Operating Company, LP and Five Point Capital Corp. -- Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD4) Outlook Actions: Issuer: Five Point Operating Company, LP -- Outlook, Assigned Stable RATINGS RATIONALE The B3 Corporate Family Rating reflects Five Point's relative newness as a stand-alone operating entity in its current configuration as a single combined company, although the management team has been managing each of the communities since their inception; its California concentration; the complicated and challenging entitlement process in California as well as legal challenges which impacted the initial timing of Newhall Ranch (and may still continue to do so); the complex but somewhat common Up-C organizational structure; the fact that real estate downturns, especially those in California, seem to adversely impact land developers more than homebuilders; and the likelihood that it will be the year 2020 before significant revenues and earnings will be generated, and much could happen during the intervening period. At the same time, the rating acknowledges that Five Point possesses significant, valuable land holdings in the very land-constrained coastal areas of California; that the company will, after the offering is completed, possess a conservative capital structure and reasonable liquidity that is backed by significant book net worth of $1.8 billion; and that the majority of future land development expenditures, which can be very sizable, is highly discretionary. The stable rating outlook is predicated on the belief that the company's liquidity is sufficient to carry it through at least the next two years until critical mass is neared. The company's liquidity is buoyed by a pro forma cash position of approximately $800 million (after the third quarter purchase of a 75% interest in the Five Point Gateway Campus in Great Park for $106.5 million), a $125 million unsecured and currently undrawn revolver maturing in 2020, and a very sizable, unencumbered land portfolio. Liquidity is pressured by the sizable projected negative free cash flow for the next two years. An upgrade in the next two years is unlikely. Longer term, if the company reaches critical mass and begins generating notable revenues, earnings, and cash flow while maintaining a conservative capital structure and solid liquidity, an upgrade could be considered. The stable rating outlook and/or the B3 rating could come under pressure if the economic backdrop, especially in California, takes a sudden and sharp turn for the worse, if the company encounters challenges that preclude its reaching critical mass by 2020, or if it burns through the $800 million pro forma cash position much sooner than expected without being able to access the capital markets. Formed in 2009, established in its current configuration in 2016, and headquartered in Aliso Viejo, CA, Five Point is the largest owner and developer of mixed-use, master-planned communities in coastal California. Revenues in 2016 were $39.4 million. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in April 2015. FIVE POINT: S&P Assigns 'B-' Corp. Credit Rating, Outlook Stable ---------------------------------------------------------------- California-based Five Point Holdings LLC (FPH), a land and master-planned community developer, is issuing $400 million of senior unsecured notes and will use the proceeds to fund working capital, development costs, and for general corporate activities. S&P Global Ratings assigned its 'B-' corporate credit rating to land developer Five Point Holdings LLC. The outlook is stable. S&P said, "We also assigned our 'B' issue-level rating to the company's proposed senior unsecured notes, one notch above the corporate credit rating. The '2' recovery rating on the notes indicates our expectation for substantial (70%-90%; rounded estimate: 85%) recovery to debtholders in the event of a default. While our analysis indicates a stronger level of recovery from our simulated default scenario, we cap recovery ratings for corporate issuers in the 'B' category at '2'. "Our ratings on Five Point reflect its relatively limited track record and unproven earnings and cash flows, heavy concentration in only three large projects in California, and relatively high leverage as measured by debt to EBITDA. Pro forma for the financing, we expect fully adjusted debt to capital of 26%-28% but that debt to EBITDA will be weak for the rating as EBITDA remains negative. These ratios reflect the early stage of the company. We only expect EBITDA to turn positive by 2019, with leverage approaching a stronger 5x threshold in 2020. "Our stable outlook reflects S&P Global Ratings' view that demand for new homes in FPH's California markets will continue to be strong in the face of constrained supply, and our expectation that the company will continue to deliver on the execution of its business plan through the end of 2018. Our forecast also projects that the company will gradually draw down on its substantial cash position to fund the development of long-term projects and that credit measures such as debt to EBITDA and funds from operations (FFO) to debt will remain weaker than those of other rated land developers. "We could raise the ratings if development occurs ahead of schedule and land sales materially outperform our expectations, which we believe would neutralize heavy negative cash flows at this early stage of development and improve cash flow and earnings visibility. We believe that such a scenario will take until at least 2019, at which point sustainable land sales and debt to EBITDA approaching 5x-6x would likely support additional capital increases for further development. "We could lower the rating if liquidity falls below $150 million over the next 12 months, which we believe could occur if the company accelerates its development expenditures into weak land closings. However, we also view this as unlikely as FPH will be well-capitalized for development after receiving proceeds from the IPO and pro forma for the proposed debt issuance." FM 544 PARK: Park Vista Buying Collin County Property for $5.5M --------------------------------------------------------------- FM 544 Park Vista Ltd. asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of its primary asset, a 31.5 acre tract of land located, in Collin County, Texas to Park Vista Seniors Ltd. for $5.5 million, plus payment for all improvements to the property completed through the date of closing, subject to overbid. On Oct. 10, 2017, David Ramolia commenced suit against Pavist, LLC as Manager of FM 544 and Richard Shaw in the 366th Judicial District Court of Collin County, Texas under Cause No. 366-04914-2017 seeking, among other things, monetary damages, specific performance of an alleged agreement and injunctive relief. On Oct. 12, 2017, the District Court issued its Temporary Restraining Order enjoining Pavist and Shaw from transferring the subject real property, signing any contract to hire a developer and taking out additional loans. After a hearing for preliminary injunction, the Court extended the injunctive relief, although an order to that effect has not yet been entered as of the Petition Date. As a result of the Collin County Suit, FM 544 had no funds or the ability to raise funds with which to operate or satisfy its obligations as they come due. Commencement of a chapter 11 case was the only viable option. On Aug. 11, 2014, FM 544 acquired the 31.5 Acre Tract with financing originally provided by NCC Financial. On March 17, 2107, the loan obligation was refinanced by Liberty Bankers Life Insurance Co. which now holds a first in priority deed of trust lien against the 31.5 Acre Tract securing a claim of approximately $2,470,000. Ad valorem property taxes are current through 2016 with only 2017 property taxes due. There are no other liens asserted against the 31.5 Acre Tract. Pursuant to an appraisal prepared by Integra Realty Resources dated Feb. 1, 2016, the 31.5 Acre Tract had a market value of $5.5 million as of Jan. 19, 2016. FM 544's strategy was to sell the subject real property to the Purchaser, an entity created to acquire and develop the property as a senior housing community. The members of Park Vista who will be injecting $6.5 million, will be investors in the project. Spectrum Housing Corp., a 501(c)(3) not for profit entity, serves at Park Vista's managing member with a 1% interest. On June 4, 2017, FM 544 and Park Vista entered into a Contract to Purchase Real Estate for the sale of the 31.5 Acre Tract for the consideration of $5.5 million, plus payment for all improvements to the property complete d through the date of closing, free and clear of any interests. As of the Petition Date it is estimated the cost of improvements, including excavation and sewer work specific to the senior housing project, total approximately $1.5 million. Park Vista's financing to build the senior housing community in Plano is being accomplished by selling Tax Exempt Bonds. These Private Activity Tax Exempt Bonds were allocated by the Texas Bond Review Board on Aug. 15, 2017. This allocation occurs only once a year for projects requiring over $20 million in bond allocation. The Park Vista project was allocated $50 million in Private Activity Exempt Bond; however, the allocation must be used within 150 days or it expires. Prior to receiving an allocation from the Texas Bond Review Board, the Purchaser had to be approved to issue the bonds. An agreement was reached with New Hope Cultural Education Facilities Finance Corp. to issue the bonds and loan the money to the Purchaser to build the senior development. BB&T Capital Markets, a Division of BB&T Securities, LLC, is prepared to sell the bonds and has already prepared the preliminary offering statement ("POS") which is ready to go out to their investors as soon as confirmation is received that Purchaser will be able to acquire the 31.5 Acre Tract. The State of Texas has imposed a hard deadline of Jan. 10, 2018 for use of the volume cap that was successfully obtained this summer. As such, final documents must be submitted to the Attorney General's office prior to Dec. 24, 2017. In order to provide bondholders approximately three weeks to review the documentation and establish a price for the bonds, and at least one week to prepare documents for the AG, the POS needs to be posted no later than the last week of November 2017. At copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/FM_544_9_Sales.pdf The Debtor asserts the sale as proposed is in its best interests and its creditors. The sale will generate sufficient cash consideration to satisfy the allowed claims of all creditor constituencies in a reasonably short period of time. Additionally, a need for affordable senior housing in the Plano, Texas area will be satisfied with construction of the senior housing community. Accordingly, the Debtor asks the Court to approve the relief sought. It further asks the Court to waive the 14-day stay provided for in Bankruptcy Rule 6004(h). The Purchaser: PARK VISTA SENIORS, LTD. 4851 Keller Springs Rd., Ste. #209 Addison, TX 75001 The Purchaser is represented by: Richard C. Ruschman 16801 Addison Rd., Ste. #124 Addison, Texas 75001 The Creditor: LIBERTY BANKERS LIFE 1605 LBJ Freeway, Suite 710 Dallas, TX 75234 About FM 544 Park Vista FM 544 Park Vista Ltd. was formed on or about April 29, 2014 to acquire and prepare for development a 31.5 acre tract located in Plano, Collin County, Texas as a 318 unit senior housing apartment complex. The general partner of FM 544 is Pavist, a limited liability company, while the sole limited partner is Shaw Family Trust No. 3. FM 544 Park Vista Ltd., based in Addison, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-34255) on Nov. 7, 2017. The petition was signed by Richard Shaw, manager. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Stacey G. Jernigan presides over the case. Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Associates, LLP, serves as bankruptcy counsel. FORESIGHT ENERGY: Bank Debt Trades at 6.25% Off ----------------------------------------------- Participations in a syndicated loan under Foresight Energy is a borrower traded in the secondary market at 93.75 cents-on-the-dollar during the week ended Friday, November 10, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.35 percentage points from the previous week. Foresight Energy pays 575 basis points above LIBOR to borrow under the $825 million facility. The bank loan matures on Mar. 7, 2022 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 10. FREESEAS INC: Annual Meeting of Shareholders on Dec. 19 ------------------------------------------------------- FreeSeas Inc. has announced that its annual meeting of shareholders will be held on Dec. 19, 2017, at the office of M. Dalakos - I. Fassolis - N. Theofanopoulos & Partners Law Firm, Sachtouri Street, 185 36 Piraeus, Greece, at 15:00 Greek time/8:00 am Eastern Standard Time. The purposes of the Annual Meeting are as follows: 1. To elect one director of the Company to serve until the 2020 Annual Meeting of Shareholders; 2. To consider and vote upon a proposal to ratify the appointment of Fruci & Associates II, PLLC, as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2017; 3. To grant discretionary authority to the Company's board of directors to (A) amend the Amended and Restated Articles of Incorporation of the Company to effect one or more consolidations of the issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock ratios within the range from 1-for-2 up to 1-for- 20,000 and (B) determine whether to arrange for the disposition of fractional interests by shareholder entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive those fractions are determined, or to entitle shareholder to receive from the Company's transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number, provided that, (X) that the Company shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-20,000, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the date of the Annual Meeting; and 4. To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. The Company's Board of Directors has fixed the close of business on Nov. 7, 2017, as the record date for determining those shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A. -- http://www.freeseas.gr/-- was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas reported a net loss of US$20.51 million on US$506,000 of operating revenues for the year ended Dec. 31, 2016, compared to a net loss of US$52.94 million on US$2.30 million of operating revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Freeseas had US$2.93 million in total assets, US$36.52 million in total liabilities and a total shareholders' deficit of US$33.59 million. Fruci & Associates II, PLLC, in Spokane, Washington, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has been unable to obtain ongoing sources of revenue sufficient to cover cost of operations and scheduled debt repayments. Additionally, the Company has not made scheduled payments and is in violation of debt covenants associated with its bank loan, and per the loan agreement, this violation may result in acceleration of outstanding indebtedness, which would require the Company to obtain significant additional financing in order to meet obligations under the loan agreement. These factors raise substantial doubt about its ability to continue as a going concern. FRONTIER COMMUNICATIONS: Bank Debt Trades at 5.87% Off ------------------------------------------------------ Participations in a syndicated loan under Frontier Communications is a borrower traded in the secondary market at 94.13 cents-on-the-dollar during the week ended Friday, November 10, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.72 percentage points from the previous week. Frontier Communications pays 375 basis points above LIBOR to borrow under the $1.500 billion facility. The bank loan matures on June 1, 2024 and Moody's B2 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 10. FURNITURE MARKETING: Has Authorization to Use Cash Collateral ------------------------------------------------------------- The Hon. Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia has entered an order authorizing Furniture Marketing Direct, LLC, to use cash collateral in the ordinary course of administration of the Bankruptcy Case including, but not limited to, the payment of all quarterly fees due to the U.S. Trustee. The Court finds that the Debtor is indebted to Small Business Financial Solutions, LLC d/b/a Rapid Advance by virtue of two Business Loans and Security Agreements in the total original principal amount of $129,000, secured by, among other things, deposit accounts, equipment and accounts receivable of the Debtor by virtue of a Security Agreement. Accordingly, Rapid Advance will retain its security interest in the cash collateral earned by Debtor to the same extent, validity, and priority as existed on the Petition Date. In addition, the Debtor will make payments to Rapid Advance for each month during the pendency of the Chapter 11 Case, commencing on November 9, 2017, and continuing each subsequent month, in the amount of $1,000, subject to availability of funds. Rapid Advance and the Office of the U.S. Trustee have consented to the Debtor's use of cash collateral. A full-text copy of the Order, dated November 9, 2017, is available for free at http://tinyurl.com/ycdl9w2e Counsel for Small Business Financial Solutions, LLC: Natalie Pappas, Esq. Compliance Attorney 4500 East West Highway, 6th Floor Bethesda, MD 20814 Phone: 240-514-3189 E-mail: natlaliepappas@rapidadvance.com Office of the U.S. Trustee is represented by: James Morawetz, Esq. 362 Richard Russell Building 75 Spring Street S.W. Atlanta, Georgia 30303 Phone: 404-331-4437 x 121 E-mail: Jim.H.Morawetz@usdoj.gov About Furniture Marketing Direct Furniture Marketing Direct, LLC, does business as Heart Liquidators, Mattress Heroes USA, Overstock Mattress & Beds, and Overstock Mattress Wholesalers. Furniture Marketing Direct filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 17-65370) on Sept. 1, 2017. The petition was signed by J. Scott Holliday, CEO. Edward F. Danowitz, Esq., at Danowitz Legal, P.C. serves as the Debtor's bankruptcy counsel. At the time of filing, the Debtor estimated less than $50,000 in assets and $100,000 to $500,000 in liabilities. GETTY IMAGES: Bank Debt Trades at 13.22% Off -------------------------------------------- Participations in a syndicated loan under Getty Images Inc is a borrower traded in the secondary market at 86.78 cents-on-the-dollar during the week ended Friday, November 10, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.56 percentage points from the previous week. Getty Images Inc pays 350 basis points above LIBOR to borrow under the $1.9 billion facility. The bank loan matures on Oct. 14, 2019 and carries Moody's B3 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 10. GILES REPLOGLE: Selling Personalty and All Assets of Affiliates --------------------------------------------------------------- Giles Nathan Replogle and Betty Carroll Replogle ask the U.S. Bankruptcy Court for the Western District of Tennessee to authorize the sale of their personal property, along with substantially all of the assets owned by affiliated Debtors Replogle Hardwood Flooring Co., LLC and Replogle Enterprises G.P., to Fox Hardwood Company, LLC, or its assignee for $1,300,000. The Debtors are individuals whose income has historically been derived from the operation of affiliated Debtors. In most recent years, the Debtors have unfortunately suffered a decrease in their income as a result of the downturn of the Affiliated Debtors' operations. As a result, their income has recently grown dependent upon social security income, a nominal amount of real estate rentals, and other marginal miscellaneous income. As a result of the foregoing, the future of the Affiliated Debtors is uncertain. Under the right circumstances, there is an opportunity for the Affiliated Debtors to be restructured in a manner that will sustain operations, keep all employees, and continue to be a great contributor to the Henry County economy. Given the age of the Debtors, and given the tremendous desire for the Debtors to see the Affiliated Debtors, it appears that a sale of assets related to the Affiliated Debtors is necessary. The Debtors previously filed a motion to approve DIP financing, which caused the proposed DIP lender to withdraw its offer. Since that time, the Debtors and Affiliated Debtors have worked to identify a buyer for the assets and to negotiate a fair market sales price. By this Motion, the Debtors seek authority to sell, convey, transfer, assign and/or deliver to the Buyer the Purchased Assets. Specifically, with respect to their assets, the Debtors propose only to sell assets that relate to the operation of the Affiliated Debtors, to include commercial real estate upon which the Affiliated Debtors operate (i.e., no personal residential nor other commercial real estate not utilized by the Affiliated Debtors is within the scope of the Motion). With respect to the Affiliated Debtors, the Buyer has agreed to purchase substantially all of the assets of the Affiliated Debtors, and certain listed assets of the Debtors, in exchange for payment of $1,300,000, free and clear of all interests. Of this purchase price, $500,000 is allocated for the equipment used in the new sawmill line, $400,000 (between both the Affiliated Debtors and the Debtors) for the balance of the personalty, and $400,000 for real estate owned by the Debtors. The Buyer wishes to purchase the Purchased Assets in order to continue the operations of a hardwood floor manufacturing facility, and it intends to continue employing most if not all of the Debtors employees. This is very important to them as it is one of the largest employers in rural Henry, Tennessee. Most of the Purchased Assets are purportedly subject to liens. Upon information and belief, Tennessee BIDCO (first position) and Farmers & Merchants Bank (second position) claim liens on the Debtors personalty that is the subject of the Motion. Upon the completion of the sale as approved by the Court, valid, perfected, and unavoidable liens, claims and encumbrances will attach to the sale proceeds to the same extent, and in the same priority, as the pre-petition liens, claims and encumbrances. This includes, but is not limited to, the liens on the Purchased Assets asserted by Tennessee BIDCO and Farmers & Merchants Bank. Given the Affiliated Debtor's uncertainty regarding their ability to continue operating and servicing their debt going forward, and therefore the Debtors' uncertainty regarding their ability to successfully reorganize, the Debtors maintain that such sound business purpose exists. Accordingly, they ask the Court to approve the relief sought. The Debtors ask that any order approving the sale or transfer of the assets be effective immediately by providing that the 14-day stay under Bankruptcy Rule 6004(h) is waived. A copy of the Letter of Intent attached to the Motion is available for free at: http://bankrupt.com/misc/Giles_Replogle_39_Sales.pdf Counsel for the Debtors: Griffin S. Dunham, Esq. DUNHAM HILDEBRAND, PLLC 1704 Charlotte Avenue, Suite 105 Nashville, TN 37203 Telephone: (615) 933-5850 E-mail: griffin@dhnashville.com Giles Nathan Replogle and Betty Carroll Replogle sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 17-12183) on Oct. 2, 2017. The Debtors tapped Griffin S. Dunham, Esq., at Frost Brown Rodd, LLC, as counsel. GNC HOLDINGS: Fitch Assigns B+ Long-Term IDR; Outlook Negative -------------------------------------------------------------- Fitch Ratings has assigned a 'B+' Long-Term Issuer Default Rating (IDR) to GNC Holdings, Inc. and General Nutrition Centers, Inc. Fitch has also assigned a 'BB+/RR1' rating to the company's proposed $100 million Asset-Backed Loan (ABL) Revolver and a 'BB/RR2' to both the company's proposed $705 million Term Loan B and proposed $500 million in secured notes. The Rating Outlook is Negative. The 'B+' rating reflects GNC's leading position in the growing health and wellness products market. The rating considers recent market share declines, driven by encroaching competition and executional missteps, which in concert with recent financial policy decisions, have weakened the company's leverage profile. However, the rating also reflects steps the company has made to reverse operational declines and reduce leverage, through diverting FCF towards debt paydown and suspending dividends and share buybacks. The negative outlook reflects concerns about the company's ability to stabilize operations over the next several years such that leverage remains elevated in the 6x-7x range. KEY RATING DRIVERS Good Position in a Growing Category: GNC is a leading U.S. retailer and manufacturer (with around 6% share) of health and wellness products, including vitamins, minerals and herbal supplements (VMHS), and sports nutrition and diet products. Historically, the company has benefited from stable growth in the VMHS industry, brand leadership, and its broad store footprint and brand presence in the U.S. and internationally. The company has 9,083 stores globally as of September 2017 and manufactures product sold in retailers across the food, drug, and discount category. The company has outsized presence at Rite Aid Corporation stores through a partnership and a storefront on Amazon.com. Overall online sales penetration is around 10%, in line with industry averages. GNC's brand leadership is evident with nearly half of consolidated revenue derived from owned-brand product. The approximately $40 billion VMHS industry has proven to be recession resistant by growing at a midsingle-digit rate through economic cycles. The consumable nature of the products and high frequency of usage as part of regular dietary regimens drive the stability and defensibility of the business. Given an aging U.S. population and increased consumer focus on personal health and wellness, Fitch expects the VMHS industry to continue midsingle-digit growth over the next several years, making it one of the faster growing segments within retail. Historically, the standalone vitamin retail business has been resilient to channel disruption from discount and online players for several reasons. First, inventory breadth in the category is significant, which is an unappealing characteristic for discount players that prefer a focused, high-turning inventory mix. Second, the nature of the industry's product requires an elevated service component. GNC, whose service model provides product and regimen guidance to less knowledgeable customers, has benefited from this information asymmetry. Finally, loyalty programs have proven effective for standalone players to maintain share in the space, with GNC's (now-replaced) Gold Card discount program generating nearly 80% of company sales. Recent Weakness: Despite good historical fundamentals, GNC's operating trajectory turned in 2014, with sales declining from a peak of $2.6 billion in 2013 to an expected $2.5 billion in 2017, while EBITDA has been halved from around $530 million in 2013 to an expected $260 million in 2017. While the category has continued its growth trajectory, the alternate channels appear to be taking share from standalone players such as GNC. The proliferation of vitamin-related information online coupled with an increased vitamin focus by a number of competitors in the discount, grocery, drug retail and online spaces have limited GNC's competitive advantage in recent years. Fitch believes GNC was also impacted by operational missteps in recent years. The company's marketing and merchandising efforts have historically appealed to sports-related products such as muscle-gain proteins, while industry growth has focused more around natural/organic supplements, particularly for the growing baby boomer population. In addition, while the company's Gold Card loyalty program was a historical advantage, the loyalty scheme more recently created price confusion amongst consumers who increasingly value price transparency. In addition, the pricing structure was misaligned in the company's stores relative to its online channel, where products were heavily discounted. EBITDA declines in recent years have outpaced revenue moderation due to the deleveraging impact on fixed expenses such as rent and store payroll as well as the company's decisions to maintain investments in marketing and product innovation. More recently, margins have declined due to the company's concerted efforts to reduce prices in an increasingly competitive environment and to align pricing across its channels and simplify its pricing model for loyalty card customers. EBITDA erosion has caused the company's leverage profile to weaken, with adjusted debt/EBITDAR forecasted to rise from the mid-4.0x range in 2013 to around 7.0x in 2017. This increase was exacerbated by the company's decision to execute debt-financed share buybacks in 2015 and 1H 2016; outstanding debt balances increased around $300 million from the beginning of 2015 until the company ceased share buybacks in mid-2016. EBITDA Expected to Trough in 2017: Over the past 18 months, GNC has implemented a number of strategic changes which could stabilize results while improving the company's leverage profile. The company has reduced prices to be more competitive and aligned price points across channels to reduce customer confusion. GNC replaced its existing loyalty program, where a paid membership provided ongoing product discounts. The new loyalty program includes both a free tier where customers can earn rewards based on spending, and a paid tier with additional benefits. The goal of the new free tier is to drive higher program enrollees while improving ongoing product margins. Research and development investments have been geared toward enhanced product innovation to drive customer excitement and brand differentiation. Sales staff re-training is designed to fortify the company's ability to effectively counsel and advise customers. GNC's efforts have shown some key signs of improvement, with average transactions improving from negative in 2015-2016 to up over 10% through the first three quarters of 2017 and positive enrollment trends for the company's new loyalty program (nine million members in the free tier and 600,000 members in the paid tier as of October 2017). Comparable store sales (comps) were 1.3% in 3Q 2017, the company's first positive comp since 4Q 2015, and are expected to be positive in 4Q and annually beginning 2018. While sales have shown some evidence of stabilization, GNC's initiatives have had a negative impact on EBITDA. Price reductions have reduced gross margin by over 200bps to 33% through the first three quarters of 2017, while the elimination of the paid loyalty program has caused significant declines in high-margin membership fee revenue. EBITDA, which was $350 million in 2016, could decline to around $260 million in 2017, with quarterly declines YTD through 3Q but flattish EBITDA in 4Q. Despite recent trends and increased competition from alternate channels, Fitch believes there is long-term viability in the standalone vitamin retail space and that GNC's size, positive free cash flow (FCF) generation, brand recognition and vertical manufacturing capabilities are assets that could allow it to defend share longer term should its recently enacted strategies be successful. As the company laps significant changes made in 2017, the continuation of modestly comps could yield EBITDA trending above the $300 million level over the next three years. New Financial Policy and FCF Supports Deleveraging: As GNC undertakes these initiatives, the company has also made significant changes to its cash deployment strategies. Over the past 18 months, the company has eliminated both its dividend and share buyback program, and redirected its FCF to debt paydown, repaying nearly $200 million of debt from 2Q 2016 through 3Q 2017. The company's net leverage target of 3x, capitalizing leases at 5x, equates to 4x Fitch-defined leverage (capitalizing leases at 8x) assuming minimal cash balances for both calculations. Assuming the company continues to direct FCF toward debt paydown in concert with its stated financial policy, leverage could approach mid-5.0x in 2020 based on around $200 million of FCF in 2017 and $100 million in FCF annually beginning 2018. RECOVERY CONSIDERATIONS Current Recovery Considerations: Fitch's recovery analysis is based on a going concern value of $1.25 billion, versus approximately $630 million from an orderly liquidation of assets, which are composed primarily of inventory, receivables and owned property and equipment. Post-default EBITDA was estimated at $250 million, similar to the company's trailing twelve month EBITDA. Fitch believes current operating results represent a potential post-bankruptcy scenario following an approximately 50% decline in EBITDA over the past three years. The analysis uses a 5.0x enterprise value/EBITDA multiple, consistent with the 5.4x median multiple for retail going concern reorganization but at the low end of the 12-year retail market multiples of 5x to 11x, and below 7x-12x for retail transaction multiples. The multiple considers GNC's historically strong position in a good category, recent competitive encroachment by alternate channels and operational missteps. After deducting 10% for administrative claims, the remaining $1.125 billion would lead to outstanding recovery prospects (91%-100%) for the senior secured revolver, which is secured the company's receivables and inventory. The revolver is therefore rated 'BB+/RR1'. The new secured term loan and senior secured notes, which are pari passu, have a second lien on revolver collateral and a first lien on remaining company assets including real and intellectual property. These securities would have superior recovery prospects (71%-90%) and are therefore rated 'BB/RR2'. DERIVATION SUMMARY The 'B+' rating reflects the company's leading position in the growing health and wellness products market. The rating considers recent market share declines, driven by encroaching competition and executional missteps, which in concert with recent financial policy decisions have weakened the company's leverage profile. However, the rating also reflects steps the company has made to reverse operational declines and reduce leverage over the long term. The Negative Outlook reflects concerns about the company's ability to stabilize operations over the next several years such that leverage remains elevated in the 6x-7x range. GNC is rated similarly to J.C. Penney Company, Inc. (B+/Stable), which has seen EBITDA stabilize after a multi-year period of mis-execution and faces continued headwinds challenging all mall-based apparel retailers. J.C. Penney's rating assumes it will sustain leverage in the mid-5.0x range compared to Fitch's expectation that GNC's leverage will improve to mid-5.0x over the next 36 months. SUPERVALU Inc. (B/Stable) is a secularly challenged grocery retailer and wholesale grocery operator, with leverage around 4.0x. Rite Aid Corporation (B/Stable) is a drug retailer whose recent market share losses raise questions around EBITDA stabilization prospects; its pro forma leverage following the sale of assets to Walgreens Boots Alliance, Inc. is projected to trend around 7.0x. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer (to stabilize ratings) include: -- Fitch expects total revenue to remain fairly stable in the $2.5 billion range between 2016 and 2020. Revenue is expected to decline 3% in 2017 and decline 1% in 2018 due to store closings before turning modestly positive in the low single digit range. Same store sales are expected to be flat in 2017 given second half improvement and grow in the low single digit range in 2018-2020. -- EBITDA is expected to trough in the mid-$200 million range in 2017, versus $350 million in 2016 and the average $500 million range between 2012 and 2015. EBITDA is expected to improve to the $300 million to $325 million range by 2019/2020 on modest top line growth and gross margin expansion as a result of store closings leading to reduced occupancy costs and merchandise margin stabilization. -- FCF is expected to be $200 million in 2017, partly driven by working capital improvement of $75 million, and $100 million annually thereafter. The company has suspended both its dividend and share buybacks. Fitch would expect the company to use FCF towards debt paydown, most likely the $288 million convertible notes maturing in 2020. Debt reduction in 2017 could be around $100 million, but decline to $30 to $40 million in 2018 and 2019 as the company conserves cash to address its 2020 convertible notes maturity. -- Adjusted leverage (capitalizing rent expense at 8x) is projected at 7x for 2017, versus the 4.5x-5x range in 2013- 2015, but is expected to trend towards the mid-5x by 2020 based on EBITDA growth and debt reduction. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Greater than expected sales growth, yielding EBITDA around $350 million and leverage below 5.0x. -- Stabilization of the Negative Outlook would require increased confidence in the company's ability to improve EBITDA to the $300 million range while paying down debt such that leverage trends to the mid-5x range. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Lack of expected sales improvement, yielding shortfalls to Fitch's EBITDA projections of $300 million to $325 million by 2019/2020, and lack of debt paydown such that leverage remains elevated above the mid-5x range. LIQUIDITY GNC's proposed transaction includes the refinancing of its existing senior secured credit facilities, replacing it with a new $100 million ABL Revolver due 2022, a new $705 million Term Loan B due 2022 and $500 million in senior secured notes also due 2022. The mix between the term loan and senior secured notes will depend on market demand and pricing. In issuing these three tranches, GNC is redeeming its $300 million revolver due 2018 (of which $48 million was drawn) and its $1.131 billion Term Loan due 2019. The company is not refinancing the $288 million in outstanding convertible bonds due 2020 which has a favorable 1.5% coupon. Fitch does not rate these convertibles given the company does not release public documentation on the issue. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings to GNC: GNC Holdings, Inc. -- Long-Term IDR 'B+'. General Nutrition Centers, Inc. -- Long-Term IDR 'B+'; -- Senior Secured ABL 'BB+/RR1'; -- Senior Secured Term Loan and Bonds 'BB/RR2'. The Rating Outlook is Negative. GULFMARK OFFSHORE: Wants to Preserve Exclusivity Until February 12 ------------------------------------------------------------------ Gulfmark Offshore, Inc. files its second motion asking the U.S. Bankruptcy Court for the District of Delaware to extend for an additional 90 days the Debtor's Exclusive Periods during which to file a chapter 11 plan and obtain acceptances of its plan through February 12, 2018, and April 12, 2018, respectively. Any responses or objections to the Motion are due on or before November 27, 2017. The Debtor relates that it is only moments away from going effective on its plan of reorganization, which the Court confirmed on October 4, 2017. The Debtor expects the closing to occur as early as November 14. The Debtor only makes this Motion out of an abundance of caution to preserve its exclusivity in the event that its plan does not timely go effective. By preserving its Exclusive Periods, the Debtor claims that it will be able to focus on completing successfully its reorganization and bringing this chapter 11 case to a close. Accordingly, the Debtor believes that it has made significant, good faith progress towards its reorganization and as such, the requested that extension of the Exclusive Periods is permissible and appropriate. In addition, although the Debtor has not yet entered into a finalized exit financing facility, the Debtor, its advisors, and the advisors for the Consenting Noteholders have been in final negotiations with DNB Bank regarding the terms under which DNB Bank and other lenders are willing to lend to the Company after the Effective Date of the Plan. The Debtor had anticipated that closing would occur on November 9, 2017. However, as a result of new, additional demands raised by certain Consenting Noteholders in the last few days, the Debtor was unable to finalize the exit financing facility and proceed to closing. These issues have since been resolved and the exit financing facility has been finalized, and the Debtor expects to close as early as November 14. Moreover, the Debtor continues to have the support of its main creditors, as the Consenting Noteholders, DNB Bank, and RBS Facility Agent have extended to the close of business on November 14, 2017 the milestones implemented under: (a) the Restructuring Support Agreement and Backstop Commitment Agreement, (b) the Intercompany DIP Loan Facility Agreement, and (c) the Forbearance Agreement, dated September 21, 2017, between the non-Debtor GulfMark Americas, Inc., non-Debtor GulfMark Management, Inc., and RBS Facility Agent, respectively. About Gulfmark Offshore GulfMark Offshore, Inc., a Delaware corporation, was incorporated in 1996. The Company provides offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. The Company's vessels transport materials, supplies and personnel to offshore facilities, and also move and position drilling and production facilities. The majority of the Company's operations are conducted in the North Sea, offshore Southeast Asia and offshore the Americas. The Company currently operates a fleet of 73 owned or managed offshore supply vessels, or OSVs, in the following regions: 30 vessels in the North Sea, 13 vessels offshore Southeast Asia, and 30 vessels offshore the Americas. GulfMark Offshore, Inc., filed for bankruptcy protection (Bankr. D. Del., Case No. 17-11125) on May 17, 2017. Quintin V. Kneen, its president and chief executive officer, signed the petition. The Company reported total assets of $1.07 billion and total debt of $737.1 million as of March 31, 2017. Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood, Esq. and Christopher M. De Lillo, Esq., of Richards, Layton & Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish, Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP serve as counsel to the Debtor. The Debtor has also tapped Blank Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC as financial advisor; Evercore Group L.L.C. as investment banker; Ernst & Young LLP as restructuring consultant; KPMG US LLP as auditor and tax consultant; and Prime Clerk LLC as claims and noticing agent. An ad hoc committee of holders of unsecured senior notes issued by GulfMark Offshore, Inc., is represented by Robert J. Dehney, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware; and Dennis F. Dunne, Esq., Evan R. Fleck, Esq., Andrew Leblanc, Esq., and Nelly Almeida, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. HALAIS GROUP: Court Refuses to Stay Financing Order Pending Appeal ------------------------------------------------------------------ Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico denied Swift Capital Corporation's motion for stay pending appeal. Swift asks the court to stay the order entered on August 16, 2017, granting Halais' motion for postpetition financing. Subsequently, Swift moved the court to reconsider its approval of the Debtor's post-petition financing. Swift stated that it did not object to the post-petition financing but did not want the new creditor to have a first ranking lien over Debtor's accounts receivable. The court denied the reconsideration because Swift's objection was untimely. The Court finds that Swift is unlikely to prevail on the merits of its appeal because it failed to timely object to the post-petition financing motion after receiving proper notice of the time period to object. Swift waited until after Parliament's urgent motion for entry of order and writ to raise an objection to the post-petition financing. At this juncture it appears that a stay of the order granting post-petition financing could be moot because the order and writ may have been presented to the registrar at the Puerto Rico Department of State. Insomuch as Swift failed to meet the burden of demonstrating likelihood of success on the merits, the court need not entertain other factors to consider the stay of this court's order pending appeal. The court denies Swift's request for a stay of the order granting Debtor's post-petition financing. A full-text copy of Judge Flores' Opinion and Order dated Nov. 8, 2017, is available at: http://bankrupt.com/misc/prb16-01361-11-247.pdf About Halais Group Headquartered in Caguas, Puerto Rico, Halais Group, Inc., d/b/a Monte Calvario, filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 16-01361) on Feb. 24, 2016, estimating its assets at between $500,000 and $1 million and its liabilities at between $1 million and $10 million. The petition was signed by Raymond Halais, president, authorized representative of Halais. Judge Mildred Caban Flores presides over the case. Carlos A Ruiz Rodriguez, Esq., at Carlos Alberto Ruiz Law Office, CSP, serves as the Debtor's bankruptcy counsel. HATU WINDS: SBA Seeks Ch. 11 Trustee or Ch. 7 Conversion -------------------------------------------------------- The U.S. Small Business Administration, a secured creditor, asks the U.S. Bankruptcy Court for the District of Utah to immediately direct the appointment of a Chapter 11 trustee, or in the alternative, convert the bankruptcy case of Hatu Winds Land Co., LC to a case under chapter 7 of the Bankruptcy Code. The Debtor is owned 33.3% by Elliot Moses, 44.5% by Hatu Winds, LC, and 22.2% by Danelin Enterprises, LC. The Debtor is managed by Elliot Moses and his wife, Jolene Moses. (a) Hatu Winds, LC is owned 40% by Elliot Moses, 40% by Jolene Moses, 15% by Danelin Enterprises, LLC, and 5% by Linda Litwin. (b) Danelin Enterprises, LC is owned by the estate/descendants of Elliot Moses' father. (c) Jeranimo, LC is owned 50% by Elliot and Jolene Moses, and 50% by the Alta Trust whose beneficiary is the Moses' son. The Debtor owns real property located at 1818 West Printers Row, West Valley City, Utah. The Debtor has no other significant assets. An appraisal conducted by Appraisal Group, LLC, provided a market value opinion for the Property of $3,230,000 as of August 22, 2016. The following liens and lien priorities exist on the Property: (a) Salt Lake County has a lien for property taxes, penalties, and interest for the years 2015 and 2016 in the amount of $97,037. (b) JPMorgan Chase has a trust deed recorded against the Property and securing its filed claim of $1,686,994 plus accruing interest. (c) Chase also has a trust deed recorded against the Property and securing its filed claim of $152,565 plus accruing interest. (d) The SBA has a trust deed recorded against the Property and securing its filed claim of $1,085,113 plus accruing interest. (e) Elliot Moses, the Debtor's principal, has a trust deed that was recorded against the Property on the date the Debtor's bankruptcy was filed, allegedly securing a debt of about $200,000. (f) Jeranimo, LC, an affiliate of the Debtor, has a trust deed that was recorded against the Property on the date the Debtor's bankruptcy was filed, allegedly securing a $30,000 debt to fund the retainer for Debtor's counsel. The SBA complains that there has been no review of the validity and secured nature of Mr. Moses's secured claim, as well as the lien granted to Debtor's affiliate, Jeranimo. These liens were filed on the date the Debtor's bankruptcy was filed. The SBA argues that there has also been a lack of good faith by the Debtor to reorganize. The SBA notes that the Debtor filed on the eve of foreclosure, this is a single-asset real estate case with no real business to reorganize, the Debtor has no employees, there are few unsecured creditors to protect, and there is really no equity to protect for the Debtor itself, its principal, or its affiliates. Indeed, the Debtor filed its Initial Plan on April 8, 2017, which gave proper deference to the existing lien priority scheme, and asked for input from the SBA and Chase. However, after input was provided, the Debtor filed its Amended Plan on August 15, 2017, four months after the filing of the Initial Plan, which hardly addressed SBA's concerns and proposed a new non-confirmable distribution scheme. The Debtor's Amended Plan is basically a liquidation plan, so there is no attempt to reorganize and no anticipated rehabilitation of the Debtor. Furthermore, the Amended Plan has very little chance of being confirmed given the structure of the distribution to secured creditors and the violation of the absolute priority rule in this case. The Debtor's Amended Plan gives Mr. Moses and Jeranimo preferences over prior secured creditors. JP Morgan Chase has already indicated it will not vote for the Amended Plan. Likewise, the SBA will also not vote for the Amended Plan. Debtor has been in bankruptcy for almost ten months now and still doesn’t have a disclosure statement approved. The SBA points out that the creditor that has the most tenuous interest in this case is the SBA, whose recovery is most dependent on how the Property is marketed and sold. The SBA further asserts that there has been gross mismanagement of the estate which results in continuing diminution to the Debtor's estate and the equity available to creditors. The Debtor continues to fail to collect all of the rent payments that are due to the estate and rent out vacant space that could be generating income for the estate. Moreover, no payments are being made on any of the liens, which continue to accrue interest. Another significant property tax payment will be due in November, which the Debtor cannot pay. The SBA further contends that the Debtor has not made property tax payments for the last two years. The SBA complains that the Debtor continues to employ the services of a real estate agent -- West Haradin of CRC Nationwide Realtors -- that has not been able to sell the Property for the last two years. The SBA contends that only one potential sales contract has been presented to the Court in the almost ten months the Debtor has been in bankruptcy, and that contract had major contingencies resulting in the seller quickly withdrawing from the sale. Thus, the SBA believes that leaving the Debtor in possession of the estate will likely result in a slower liquidation process and less recovery for the SBA as interest and penalties accrue on prior liens. Accordingly, the SBA asserts that the estate needs an independent, professional person to get the Property sold and creditors paid in the proper priority. Equity holders will also benefit from having an independent party manage the estate. Attorney for the U.S. Small Business Administration: John S. Gygi, Esq. 125 South State St., Room 2227 Salt Lake City, UT 84138 Phone: (801) 524-3205 Email: john.gygi@sba.gov About Hatu Winds Land Co., LC Hatu Winds Land Co., LC, based in Ogden, Utah, filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-20136) on Jan. 9, 2017. The Hon. Joel T. Marker presides over the case. James W. Anderson, Esq., at Clyde Snow & Sessions, to serve as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Elliot Moses, manager. IMH FINANCIAL: Unit Acquires $12.25 Million Mezzanine Loan ---------------------------------------------------------- IMH One Westchase Mezz, LLC, a Delaware limited liability company and wholly-owned subsidiary of IMH Financial Corporation, acquired, at par, a $12.25 million mezzanine loan originally made by JPMorgan Chase Bank, National Association, a banking association chartered under the laws of the United States of America ("Original Lender"), to IVC One Westchase Center Holdings, LLC, a Delaware limited liability company. The Loan was acquired under a Mezzanine Assignment and Assumption Agreement dated Nov. 6, 2017 by and between Original Lender and Mezz Lender. The Loan, which is dated Oct. 5, 2017, has a two-year initial term with three one-year extensions, and bears interest at a floating rate of 7.25% over 30-day LIBOR for the initial term and a floating rate of 7.50% over 30-day LIBOR for the extension terms, if any. The Loan is primarily secured by a pledge of the equity interests in an office building in Houston, Texas with approximately 466,159 rentable square feet of office space. The Loan is also secured by a non-recourse carve-out guaranty executed by Investcorp US Real Estate, LLC, the parent of the Borrower. The first mortgage on the Underlying Property securing the principal amount of $47,000,000 has priority of payment over the Loan in the event of default. The Loan provides, among other things, for a prepayment penalty in the event of refinancing within the first 24 months of the loan term. Chad Parson, a director of the Company, is a managing director of JPMorgan Securities LLC, an affiliate of the Original Lender. About IMH Financial Corp Scottsdale, Ariz.-based IMH Financial Corporation is a real estate finance and Hospitality investment company based in Scottsdale, Arizona, with extensive experience in various aspects of commercial real estate lending and investment. Since 2003, IMH has invested over $1.4 billion in real estate projects in Arizona, California, Nevada, Utah, Idaho, Minnesota, New Mexico, and Texas. IMH's primary expertise is in acquiring, financing, or developing commercial, residential and hospitality real estate, primarily in the southwestern United States, as well as the management of several existing commercial operations. IMH Financial reported a net loss attributable to common shareholders of $12.25 million on $33.68 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $18.90 million on $32.49 million of total revenue for the year ended Dec. 31, 2015. As of June 30, 2017, IMH Financial had $89.56 million in total assets, $23.50 million in total liabilities, $33.47 million in redeemable convertible preferred stock, and $32.59 million in total stockholders' equity. INFOR US: Fitch Keeps 'BB/RR1' Rating on Repriced Euro Term Loan ---------------------------------------------------------------- Fitch Ratings maintains the 'BB/RR1' rating assigned to Infor (US), Inc.'s (Infor) repriced Euro senior secured term loan B-1. Other than a modest upsizing to cover financing related expenses, no changes are being made to the credit facility. The Rating Outlook is Stable. KEY RATING DRIVERS Stable Business Model: Infor generates nearly 50% of its revenue from maintenance, which is highly stable and more resilient than license fees and professional services, and an additional 14% of revenue from subscription-based software-as-a-service (SaaS) applications. While the maintenance revenue mix should decline as customers migrate to SaaS, Fitch expects limited impact on total revenue and cash flow visibility due to the repeatable nature of subscription-based SaaS revenue. In addition, Fitch expects the recurring nature of SaaS revenue structure to enhance the value of customers over the life of the customer versus the legacy perpetual licensing structure. High Leverage: Fitch views leverage as the primary driver for the difference in the Issuer Default Rating (IDR) between Infor and Fitch-rated software peers with similar profitability and business risk profiles. Fitch estimates total leverage (total debt to operating EBITDA) of 9.1x for fiscal year (FY) 2018. Given Infor's acquisitive nature and private ownership, Fitch assumes leverage remains above 7.0x over the rating horizon. Fitch's expectations for leverage sustaining below 7x could result in a positive rating action. Debt-funded M&A: Fitch's rating incorporates the expectation of additional M&A, which could affect pace of deleveraging and add execution risk from integration of technology, personnel and operations. Acquisitions that do not adversely impact Infor's leverage profile but increase diversity or enhance product capabilities could benefit the rating. Strong FCF: Fitch expects Infor to generate over $250 million of annual FCF (before dividend) with margins gradually expanding from 6.5% to 11.7% over the rating horizon. While strong relative to the rating category, Infor's FCF margin is lower than higher rated software peers due to its relatively higher interest expense, which amounts to about 11% of total revenue (over $300 million per year), versus higher rated software peers at about 1% to 2% of total revenue. Product and End Market Diversity: Infor offers a broad portfolio of horizontal and vertical software and middleware products across most major end markets. The company is meaningfully exposed to manufacturing, but lower beta public sector and healthcare markets help reduce performance volatility associated with more cyclical industries. Infor's diversified base of over 90,000 customers with none representing over 1% of total revenue further mitigates business risk. Cloud Migration: Cloud adoption across software verticals continues apace, with less penetrated verticals such as financial management now seeing large scale adoptions. The associated shift in revenue models and required operational investment are negatively impacting margins and FCF profiles for many issuers. While this dynamic will continue to impact Infor's margins and FCF over the near to medium term, Fitch believes Infor's ongoing cloud investment is appropriate, and critical for the company to maintain a strong competitive position. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Mid-single digit revenue growth in FY18; low- to mid-single digits organic revenue growth through Fitch forecast period as SaaS growth of greater than 20% more than offsets license revenue declines of about 10% per year; maintenance revenue slightly declining due to lower license sales and SaaS conversions; -- EBITDA margin gradually expands from a low of 23.5% over the rating horizon as the impact of a higher SaaS revenue mix hits an inflection point; -- $200 million to $450 million of annual FCF (before dividend) with margins expanding from 6.5% to 11.7% over the rating horizon; -- Deleveraging primarily through EBITDA growth; however, the company may use the growing FCF for acquisitions, debt repayment, or shareholder return; -- Aggregate incremental debt issuance of $600 million through the rating horizon; -- Recovery analysis assumes going concern EBITDA that is approximately 15% lower relative to LTM EBITDA assuming a combination of revenue decline and margin contraction in distress scenario when enterprise customers may elect to move to an alternate supplier due to the uncertainties surrounding a distressed supplier; the reduced scale would result in weaker margins. Fitch applies a 7x multiple to arrive at EV of $4.1 billion. The multiple is somewhat higher than the median TMT enterprise value multiple and reflects the high proportion of recurring revenues and strong free cash flow characteristics of issuers within the enterprise software sub-sector. In the 13th edition of "Bankruptcy Enterprise Values and Creditor Recoveries" case study, Fitch notes seven past reorganizations in the Technology sector, where the median recovery multiple was 4.9x. Of these companies, only two were in the Software subsector: Allen Systems Group, Inc. and Aspect Software Parent, Inc., which received recovery multiples of 8.4x and 5.5x, respectively. The strong operating profile of Infor is supportive of a recovery multiple in the upper-end of this range. Infor's peers in the enterprise software segment include Oracle which is trading at approximately 11x EBITDA multiple; this also supports Fitch EV valuation multiple; -- Fitch assumes a fully drawn revolver in its recovery analysis. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action: -- Positive action could result from Fitch's expectations for leverage to sustain below 7.0x. Given Infor's private equity ownership, Fitch does not expect this to occur until the company begins preparing for an IPO. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action: -- The ratings could come under pressure if FCF margins approach 5%, potentially due to higher than expected licensing revenue declines without an offsetting impact from SaaS, or failure to stabilize EBITDA margins. LIQUIDITY Liquidity as of July 31st, 2017 was sufficient, based on Fitch's expectations for annual FCF (before dividend) of $200 million to $450 million over the rating horizon, and $110 million available under a committed revolving credit facility. Infor maintains a significant overseas cash balance, with $199 million of its total $278 million of cash and cash equivalents held outside of the U.S. The company has no significant maturities until 2020 when $500 million of total debt matures. Total funded debt as of July 31, 2017 is $6.6 billion and consists of: -- $120 million senior secured revolving credit facility due 2019 (undrawn); -- $2.142 billion senior secured term loan B-6 due 2022; -- EUR1 billion senior secured term loan B-1 due 2022; -- $500 million senior secured bonds due 2020; -- $9 million of capital lease obligations; -- $1.630 billion 6.5% senior unsecured notes due 2022; -- EUR350 million 5.75% senior unsecured notes due 2022; -- $750 million senior contingent cash pay notes due 2021. FULL LIST OF CURRENT RATING Fitch currently rates Infor: Infor (US), Inc. -- Long-Term Issuer Default Rating (IDR) 'B'; -- Senior secured credit facilities 'BB/RR1'; -- Senior secured notes 'BB/RR1'; -- Senior unsecured notes 'CCC+/RR6'. Infor Inc. -- Long-Term IDR 'B'. Infor Software Parent, Inc. and Infor Software Parent, LLC (Co-borrowers) -- Long-Term IDR 'B'; -- Holdco contingent cash pay notes 'CCC/RR6'. The Rating Outlook is Stable. INSTITUTE OF CARDIOVASCULAR: Seeks Feb. 12 Plan Filing Extension ---------------------------------------------------------------- Institute of Cardiovascular Excellence, PLLC and its affiliates request the U.S. Bankruptcy Court for the Middle District of Florida to extend the periods within which they have the exclusive right to file a plan and disclosure statement for 90 days through February 12, 2018, and the exclusive right to solicit acceptances to the plan for 90 days through April 16, 2018. Absent the requested extension, the Debtors' Exclusivity Periods are slated to expire on November 13, 2017 and January 15, 2018, respectively. This is the Debtors' fifth request for an extension of exclusivity. The Debtors contend that the sale process of their assets has been completed. However, the Debtors tell the Court that they are still continuing to examine claims and possible objections, and said dispositions will have material impacts on the plan. In addition, the Debtors relate that they are attempting to collect all receivables for the estate. Once the funds retrieved are more certain, and the administrative costs are ascertained, the Debtors assure the Court that they will be in a better position to determine whether significant distributions to unsecured creditors will be made. Therefore, the Debtors are requesting additional time in which to formulate a plan. About Institute of Cardiovascular Excellence, PLLC Institute of Cardiovascular Excellence, PLLC, based in Ocala, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-01491) on April 20, 2016. The petition was signed by Asad Qamar, manager. Judge Jerry A. Funk presides over the case. The Debtor estimated $0 to $50,000 in assets and $10 million to $50 million in liabilities at the time of the filing. The Debtor is represented by Aaron A Wernick, Esq., at Furr & Cohen, PA. The Debtor employed Jameson Vicars of Jameson Vicars & Co., CPAS, as accountant; Tracy Mabry Law, PA., as special counsel; and Ackerman, LLP, as special transactional counsel. No official committee of unsecured creditors has been appointed in the case. ION MEDIA: S&P Alters Outlook to Positive on Improved Performance ----------------------------------------------------------------- S&P Global Ratings Services revised its rating outlook on U.S. television broadcaster ION Media Networks Inc. to positive from stable. At the same time, we affirmed our 'B+' corporate credit rating on the company. S&P said, "We also affirmed our 'B+' issue-level ratings on ION's $75 million five-year senior secured revolving credit facility and $1.12 billion senior secured term loan B due 2020. The '3' recovery ratings remain unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 60%) of principal for lenders in the event of a payment default. "The outlook revision reflects our revised assessment of the company's business risk profile, based on its improved operating performance so far this year. The improvements include ION's steady primetime ratings and advertising revenue growth, improved operating margin, strong operating performance, contained programming costs, and broad household reach as a "must-carry" broadcaster with stations across the U.S. These positive factors are offset by the company's minimal revenue from more stable sources such as retransmission revenue, its significant exposure to advertising cyclicality, and the likelihood of further debt funded dividend distributions that could take adjusted leverage above the mid-4x area. "The positive outlook reflects our expectation that ION's advertising revenue will grow faster than industry average, and the company will maintain adjusted EBITDA margin above 50% due to its efficient programming strategy. This should result in continued strong EBITDA growth over the next 12 months. Concurrently, we expect the company will use a significant portion of its cash flow to fund dividends, which would slow the pace of debt reduction, resulting in leverage between 4x and 5x. "We could raise the corporate credit rating over the next 12 months if ION continues to generate stronger-than-industry advertising revenue growth, maintains adjusted EBITDA margin over 50%, and has a financial policy where adjusted leverage remains below the mid-4x area on a sustained basis. "We could revise the outlook to stable if the company issues a dividend to shareholders such that adjusted leverage increases above the mid-4x area or if weak advertising demand and higher-than-expected content costs result in significant EBITDA margin erosion." J & K JIMENEZ: Court Okays Disclosures, Confirms Plan ----------------------------------------------------- The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida has entered an order approving on a final basis J & K Jimenez Properties, LLC's third amended disclosure statement and confirming on a final basis the Debtor's third amended plan of reorganization dated June 13, 2017. There are no general unsecured creditors of the estate and the Plan does not provide for a class of creditors. All fees payable under Section 1930 of Title 28, as determined by the Court at the hearing on confirmation of the Plan, have been paid or the Plan provides for the payment of fees on the Effective Date of the Plan as required by 11 U.S.C. Section 1129(a)(12). The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of Section 5 of the Securities Act of 1933 (15 U.S.C. Section 77(e)). There has been no objection by any governmental unit asserting the claim with respect to the Plan. The Court will conduct a post-confirmation status conference on Dec. 21, 2017, at 2:00 p.m. As reported by the Troubled Company Reporter on Sept. 4, 2017, the Court conditionally approved the Debtor's third amended disclosure statement with regard to its plan of reorganization. About J & K Jimenez Properties J & K Jimenez Properties, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla., Case No. 16-01213) on Feb. 17, 2016. The Debtor is represented by David W Steen, Esq., at David W. Steen, PA. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of J & K Jimenez Properties LLC. JC PENNEY: Bank Debt Trades at 10.5% Off ---------------------------------------- Participations in a syndicated loan under JC Penney is a borrower traded in the secondary market at 89.50 cents-on-the-dollar during the week ended Friday, November 10, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.83 percentage points from the previous week. JC Penney pays 425 basis points above LIBOR to borrow under the $1.688 billion facility. The bank loan matures on June 15, 2023 and Moody's Ba2 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 10. JOEL LAZARO: DOJ Watchdog Appoints J. Rund as Ch. 11 Trustee ------------------------------------------------------------ Peter C. Anderson, the U.S. Trustee has appointed Jason Rund as Chapter 11 Trustee in the bankruptcy case of Joel V. Lazaro and Rosemarie B. Lazaro, and asks the U.S. Bankruptcy Court for the Central District of California for an order approving the appointment of Chapter 11 Trustee. Jason Rund can be reached at: Sheridan & Rund, PC 840 Apollo Street, Suite 351 El Segundo, California 90245 As previously reported by the Troubled Company Reporter, Judge Deborah J. Saltzman of the U.S. Bankruptcy Court for the Central District of California issued an order granting the U.S. Trustee's motion for the appointment of a chapter 11 trustee in the bankruptcy case of Joel V. Lazaro and Rosemarie B. Lazaro. The Chapter 11 bankruptcy case is In re Joel Lazaro and Rosemarie Lazaro (Bankr. C.D. Cal. Case No. 17-20226) filed on August 20, 2017. The Debtors are represented by Javier H Castillo, Esq. at Castillo Law Firm. KELLY GRAINGER: Selling 2007 Mercedes S-550 for $4.5K ----------------------------------------------------- Kelly Grainger filed a notice with the U.S. Bankruptcy Court for the Northern District of Florida of the sale of 2007 Mercedes S-550 for $4,536 or the best and highest offer. Objections, if any, must be filed within 21 days from the date set forth on the proof of service. The Vehicle is valued at $4,536. Kelly Grainger sought Chapter 11 protection (Bankr. N.D. Fla. Case No. 17-50193) on June 26, 2017. Charles M. Wynn, Esq., at Charles M. Wynn Law Offices, P.A., serves as counsel to the Debtor. L&R DEVELOPMENT: Court Junks Couple's Urgent Bid for Stay --------------------------------------------------------- Bankrutpcy Judge Brian K. Tester denied Defendants Hector Noel Roman-Ramos and Myrna Enid Perez-Vega's urgent motion for stay of order and opinion and order at dockets No. 87 and 104 pending appeals in the case captioned L&R DEVELOPMENT & INVESTMENT CORP; ET AL, Plaintiff, v. HECTOR NOEL ROMAN; ET AL, Defendant(s), Adversary No. 17-00026 (Bankr. D.P.R. ). Federal Rule of Bankruptcy Procedure 8007 governs motions for stay pending an appeal. Courts consider the traditional four-part standard applicable to preliminary injunctions. The court must consider "(1) whether the applicant has made a strong showing of success on the merits; (2) whether the applicant will be irreparably harmed absent injunctive relief; (3) whether issuance of the stay will injure other parties; and (4) where the public interest lies." The Romans re-state arguments that were entertained and rejected previously by this court, most notably in this court's two previous Opinions at docket numbers 87, 104. Furthermore, the Romans argument that the court deprived them of their property without due process and a hearing, and granted a remedy that is "simply unavailable in breach of contract cases. . . ." is counterfactual at best and concocted at its worst. The Romans do not provide a single reasoned legal argument upon which the Bankruptcy Appellate Panel would conclude reversal is appropriate. As such, the first, sine qua non, prong of the Fed. R. Bankr. P. 8007 test is not met. As to the second factor of irreparable harm, the Romans do not fare much better. Despite a litany of self-serving arguments and misquoting the effects of the court's previous determinations, in this proceeding, the Romans provide no specific details regarding which creditors would leave them exposed to personal judgment. " As to irreparable harm, the court has stated that a stay pending appeal cannot be granted merely because the losing party may suffer an adverse consequence. Furthermore, mere economic losses do not represent irreparable injuries." After considering the Romans' arguments, the court finds that a stay is not warranted in this instant case. The bankruptcy case is in re: L&R DEVELOPMENT & INVESTMENT CORP; ET AL, Chapter 11, Debtor(s), Case No. 16-08792 BKT (Bankr. D.P.R.). A full-text copy of Judge Tester's Opinion and Order dated Nov. 3, 2017, is available at https://is.gd/Rjh7Hr from Leagle.com. L&R DEVELOPMENT & INVESTMENT CORP, Debtor, represented by CARMEN D. CONDE TORRES -- condecarmen@condelaw.com -- & LUISA S. VALLE CASTRO -- ls.valle@condelaw.com -- C CONDE & ASSOCIATES. About L&R Development L&R Development & Investment Corp. is a real estate development and investment corporation that was created on May 31, 2002, by two main partners, Hector Noel Roman and Jose Joaquin Lopez. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-08792) on Nov. 1, 2016. The petition was signed by Joaquin Lopez, president. At the time of the filing, the Debtor disclosed $3.05 million in assets and $5.56 million in liabilities. The case is assigned to Judge Brian K. Tester. Carmen Conde Torres, Esq., of C. Conde & Assoc. represents the Debtor. Inmuebles Bienes Raices, LLC, has been tapped as realtor to the Debtor. On March 15, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. LA PALOMA GENERATING: LNV Not Liable for Emission Obligations ------------------------------------------------------------- Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware entered a ruling stating that the regulation implemented by the California Air Resources Board does not provide for successor liability related to the Debtor Emission Surrender Obligations. La Paloma Generating Company, LLC, owns a natural gas-fired electricity generation facility in McKittrick, California. Operation of the Facility entails the release of greenhouse gases into the atmosphere. In 2015, the most recent year for which emissions data is publicly available, La Paloma's operation of the Facility resulted in emissions of 2,068,035 metric tons of carbon dioxide equivalent. Although precise numbers were not provided, the Court understands that La Paloma's emissions as a result of operating the Facility have continued at a similar rate in 2016 and 2017. In 2006, the California legislature gave the CARB the authority to create a "cap and trade" program for the emission of GHG in California. CARB, in turn, promulgated the "Regulation," pursuant to the California Global Warming Solutions Act of 2006, Health and Safety Code. The Act requires California to reduce GHG emissions to 1990 levels by 2020. On Sept. 21, 2017, the Debtors filed the Amended Joint Plan for La Paloma Generating Company, LLC et al. The Plan contemplates the sale of substantially all of the Debtors' assets free and clear of all claims and interests. Because of their magnitude and unique nature, the Plan provides that the Court will specifically determine the extent, if any, to which the purchaser of the Acquired Assets will be liable to satisfy the Debtor Emission Surrender Obligations. LNV asserts that the Debtors' assets may be sold free and clear of all liens and claims pursuant to section 363(f)(1). LNV continues that the default rule is that the purchaser of an asset assumes no associated liabilities of the seller and, absent a specific statutory requirement, successor liability does not arise. LNV asserts that here the plain language of the Regulation does not impose successor liability on purchasers of assets such as the Facility. Thus, LNV asserts that it is not liable for the 2017 Debtor Emission Surrender Obligations in the amount of approximately $63 million. CARB, on the other hand, asserts that the Debtors cannot transfer substantially all of their assets--including their electricity generating facility--to a purchaser free and clear of any obligation to surrender compliance instruments under the California cap and trade program for emissions generated by such facility during the pre-transfer period. California’s regulatory scheme caps aggregate GHG emissions by requiring entities that acquire emissions-generating facilities to surrender compliance instruments to account for prior emissions. CARB argues that the integrity of the cap and trade program depends on the total number of compliance instruments surrendered being equivalent to total emissions. Under the Regulation, only entities--and not assets--are Covered Entities. An entity must meet two criteria in order to become a Covered Entity. First, it must be engaged in an enumerated activity. Second, it must generate emissions in excess of the applicable threshold for that activity. La Paloma is a Covered Entity because it (a) owns and operates the Facility, which (b) results in emissions in excess of the applicable threshold for owners of electricity generating facilities. The Facility is not a Covered Entity. It is just the asset that makes La Paloma a Covered Entity. The Purchaser would become a Covered Entity only upon acquisition of the Facility and operation of the Facility to emit in excess of the applicable threshold. In addition, in order to be a Covered Entity, an entity must not only own or operate an electricity generating facility in California, but it must also operate such facility in a manner so as to exceed the annual emission threshold for First Deliverers of Electricity. Based on the foregoing, La Paloma is currently a Covered Entity. The Purchaser of the Facility could only become a Covered Entity upon (a) becoming the owner or operator of the Facility; and (b) subsequently operating the Facility and causing the release of emissions at the Facility in excess of 25,000 metric tons of CO2e within a calendar year. Given the level of emissions from the Facility under La Paloma’s operation, the Purchaser closing a sale in October or November and operating the Facility thereafter would not become a Covered Entity until sometime after the closing of the sale of the Facility. After considering all the arguments, the Court finds that the Regulation does not provide for successor liability related to the Debtor Emission Surrender Obligations. Thus, LNV Corporation is not liable for the Debtor Emission Surrender Obligations. A full-text copy of Judge Sontchi's Opinion dated Nov. 9, 2017, is available at: http://bankrupt.com/misc/deb16-12700-881.pdf Counsel for Debtors and Debtors-in-Possession: Mark D. Collins Jason M. Madron RICHARDS, LAYTON FINGER, P.A. One Rodney Square Suite 300 920 North King Street Wilmington, DE 19801 collins@rlf.com madron@rlf.com -and- M. Natasha Labovitz Craig A. Bruens Nick S. Kaluk, III Elie J. Worenklein DEBEVOISE & PLIMPTON LLP 919 Third Avenue New York, NY 10022 nlabovitz@debevoise.com cabruens@debevoise.com nskaluk@debevoise.com eworenklein@debevoise.com Counsel for LNV Corporation: Jeffrey M. Schlerf L. John Bird FOX ROTHSCHILD LLP 919 North Market Street Suite 300 Wilmington, DE 19801 jschlerf@foxrothschild.com lbird@foxrothschild.com and- Thomas E. Lauria WHITE & CASE LLP Southeast Financial Center, Suite 4900 200 South Biscayne Blvd. Miami, FL 33131 tlauria@whitecase.com. -and- Roberto Kampfner (argued) WHITE & CASE LLP 555 South Flower Street, Suite 2700 Los Angeles, CA 90071 rkampfner@whitecase.com -and- J. Christopher Shore Andrew Zatz WHITE & CASE LLP 1221 Avenue of the Americas New York, NY 10020 cshore@whitecase.com azatz@whitecase.com Counsel for California Air Resources Board: Xavier Becerra Attorney General of California Robert W. Bryne Senior Assistant Attorney General Eric M. Katz Supervising Deputy Attorney General H. Alexander Fisch (argued Deputy Attorney General About La Paloma Generating La Paloma Generating Company, LLC, a D.C.-based merchant power generator, and its affiliates La Paloma Acquisition Co, LLC, and CEP La Paloma Operating Company, LLC, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-12700 to 16-12702) on Dec. 6, 2016. The petitions were signed by Niranjan Ravindran, as the Debtors' authorized person. La Paloma Generating estimated $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The Hon. Christopher S. Sontchi presides over the cases. The Debtors are represented by John J. Rapisardi, Esq., and George A. Davis, Esq., at O'Melveny & Myers LLP, as lead bankruptcy counsel; and Mark D. Collins, Esq., Andrew Dean, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as Delaware counsel. Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP serve as conflicts counsel. Jefferies LLC serves as the Debtors' financial advisor and investment banker, while their claims and noticing agent is Epiq Bankruptcy Solutions. Alvarez & Marsal North America, LLC, is the financial advisor. Maria Aprile Sawczuk has been appointed fee examiner in the bankruptcy case. On Aug. 2, 2017, the Debtors filed a Chapter 11 Plan and Disclosure Statement. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Sept. 5 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of La Paloma Generating Co. LLC, et al. The committee members are: (1) Argo Chemical, Inc.; (2) PowerFlow Fluid Systems, LLC; and (3) GE Mobile Water, Inc. LANDMARK HOSPITALITY: Bank of LV's Lien To Be Released Under Plan ----------------------------------------------------------------- Landmark Hospitality, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a fifth amended plan of reorganization dated Oct. 30, 2017. Class 7 consists of the third lien claim of The Bank of Las Vegas on the personal property located at 4100 E. Snyder Boulevard, Sierra Vista, Arizona 85635. The Debtor is unaware of the amount of this claim. The Debtor believes this entire claim is unsecured. This class is impaired under the Plan. The Class 7 claimant, which holds a third position on the personal property, is believed to be wholly unsecured. The Class 7 creditor will have its lien released upon confirmation of the Plan of Reorganization and its allowed claim will be treated as a Class 20 unsecured claim and paid on a pro-rata basis with other unsecured creditors. A copy of the Fifth Amended Plan is available at: http://bankrupt.com/misc/azb16-02826-231.pdf As reported by the Troubled Company Reporter on Oct. 23, 2017, the Debtor filed with the Court a fourth amended plan of reorganization dated Oct. 9, 2017. Class 18 consists of the allowed secured claim of U.S. Bank to the extent of the value of the secured creditor's interest in the Debtor's interest in the personal property identified as a 2009 Chrysler Town & Country Van. The Class 18 creditor will be paid the current market value of its allowed secured claim in 60 equal monthly installments at 4.5% interest starting 30 days after the Effective Date. About Landmark Hospitality Landmark Hospitality, LLC, sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Arizona (Tucson) (Case No. 16-02826) on March 21, 2016. The petition was signed by Jyotindra Patel, member. The case is assigned to Judge Brenda Moody Whinery. The Debtor is represented by Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC. The Debtor disclosed total assets of $2.78 million and total debts of $3.75 million. No official committee of unsecured creditors has been appointed. LE CENTRE: Sets Procedures for Louisville Property -------------------------------------------------- Le Centre on Fourth, LLC, asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the bidding procedures in connection with the sale of real property located in Louisville, Jefferson County, Kentucky, consisting generally of a 340,754 square foot Class A mixed-use commercial building that includes a 304 room Embassy Suites Hotel, 51,016 square feet of Class A office space, 966 square feet used as office space by the property manager and 25,096 square feet of Class A retail space at auction. The Debtor is the fee owner of the Property. Pursuant to the terms of a Master Lease Agreement dated Oct. 18, 2013, the Debtor leases the entirety of the Property to Le Centre on Fourth Master Tenant, LLC. Stonehenge Community Development LXVIII, LLC, a Delaware limited company, is the sole member of Master Tenant. Neither the Debtor nor its beneficial owners owns equity in the Master Tenant. The Master Lease is for a term of 32 years, unless earlier terminated. Master Tenant is obligated to pay Base Rent and Additional Rent, as defined in the Master Lease. Pursuant to a Management Agreement between the Debtor and Master Tenant dated Oct. 18, 2013, the Master Tenant retained the Debtor to manage the Property (excluding 8,496 square feet of space leased to a third party). The Management Agreement is for an initial term of 5 years. The Debtor is owed a management fee equal to 5% of the gross revenue of the Property, payable in monthly installments ("Base Management Fee"). Pursuant to a Hotel Sub-Management Agreement dated Oct. 18, 2013 between the Debtor and Al J. Schneider Co., Inc. ("AJS"), the Debtor retained AJS to manage the Hotel portion of the Property on substantially the same terms contained in the Management Agreement. As consideration, the Debtor is to pay AJS 52% of the Base Management Fee, monthly in arrears. AJS is the owner of 501, the entity which owns 40% of Le Centre. The U.S. Bank, N.A. has a first priority security interest in substantially all the assets of the Debtor. As of July 31, 2017, the Debtor owed U.S. Bank $33,554,494. As described in the Chapter 11 Case Management Summary, filed contemporaneously with the Motion, the Property enjoys approximately $11.2 million in Historical Tax Credits and approximately $8.3 million New Market Tax Credits. The Tax Credits were generated from the re-development and rehabilitation of the Property. The Debtor financed the re-development, in part, pursuant to various loans from Stonehenge Community Development LXVIII, LLC; Stonehenge Community Development LX, LLC; Stonehenge Community Development LXI, LLC ("Stonehenge Lenders") and LeCentre on Fourth Master Tenant, LLC. In the aggregate, the Debtor owes the Stonehenge Lenders approximately $23 million, and the Debtor owes Master Tenant approximately $7.7 million ("Tax Credit Financing"). The security interests asserted by each of the Stonehenge Lenders and Master Tenant to secure the Tax Credit Financing are pari passu. The Debtor is advised that in order to preserve the Tax Credits in the context of a sale of the Property, a purchaser of the Property must assume the Tax Credit Financing and the Master Lease. It is advised that if the Tax Credit Financing or the Master Lease are not assumed by the Purchaser, the Tax Credits will be recaptured and create a tax liability of approximately $13 million to the Debtor. Therefore, the Bidding Procedures require each bidder to assume, at a minimum, the Tax Credit Financing and the Master Lease ("Assumed Liabilities"). In order to ensure that the Debtor's estate is able to derive maximum value from the Property, the Debtor wants to adopt procedures that will foster competitive bidding among potential buyers without eliminating or discouraging any qualified bids. The salient terms of the Bidding Procedures are: a. Bid Procedures: March 9, 2018 at 4:00 p.m. (PET) b. Bid Procedures Objection Deadline: 4:00 p.m. (PET) three business days before the hearing on the Bidding Procedure c. Minimum Bid: Minimum cash consideration to the Debtor of no less than $72 million in cash, at closing, plus the assumption of Assumed Liabilities d. Deposit: $2,000,000 to the trust account of Berger Singerman, LLP e. Auction: The Auction will take place on March 13, 2018 (PET) at the law offices of Berger Singerman LLP, 350 East Las Olas Boulevard, Suite 1000, Fort Lauderdale, Florida. f. Bid Increments: $250,000 g. Sale Hearing: March 15, 2018 h. Closing: No later than March 30, 2018 i. Sale Objection Deadline: 4:00 p.m. (PET) two business days prior to the Sale Hearing A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Le_Centre_9_Sales.pdf The Bidding Procedures also provide that prior to or after the submission of bids, the Debtor may enter into an agreement for an initial, opening bid ("Stalking Horse Bid"), subject to higher and better offers at the Auction, providing for a Break-up Fee up to 2% of the proposed purchase price and reimbursement of documented out-of-pocket expenses incurred in connection with the negotiation of the Stalking Horse Agreement up to $150,000. Among other things, the Debtor proposes the following terms for the sale: (i) a purchase price of no less than $72 million cash consideration, plus the assumption of Assumed Liabilities; and (ii) the conveyance of the Property from the Debtor to the Prevailing Bidder, free and clear of all Liens (other than Assumed Liabilities). The Debtor, in the sound exercise of its business judgment, has concluded that consummation of the Sale will best maximize the value of the Debtor's estate for the benefit of its creditors and other stakeholders. Given the Debtor's interest in proceeding expeditiously, it asks that the Court waives the 14-day stay of the effectiveness of the Sale Order consistent with Rule 6004(h) and 6006(g) of the Federal Rules of Bankruptcy Procedure. About Le Centre on Fourth Le Centre on Fourth LLC is a privately held company in Plantation, Florida that operates under the traveler accommodation industry. Its principal assets are located at 501 South Fourth Street Louisville, KY 40202. Bachelor Land Holdings, LLC is the holder of the majority of the issued and outstanding units of membership interest of the company. Le Centre on Fourth, LLC, sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 17-23632) on Nov. 10, 2017. The petition was signed by Ian Ratner, chief restructuring officer. The Debtor estimated assets and liabilities at $50 million to $100 million. Judge Raymond B. Ray is assigned to the case. The Debtor tapped Jordi Guso, Esq., at Berger Singerman LLP as counsel. The Debtor's restructuring advisors are Ronald L. Glass and Ian Ratner at Glassratner Advisory & Capital Group, LLC. LENNAR CORP: Fitch Rates Sr. Unsecured Notes Offer BB+ ------------------------------------------------------ Fitch Ratings has assigned a 'BB+'/'RR4' rating to Lennar Corporation's offering of senior unsecured notes comprised of two tranches maturing in 2020 and 2027. The notes will rank pari passu with all other senior unsecured debt. The company expects to use the proceeds from the notes offering to fund the cash election option payable relating to the previously announced definitive merger agreement with CalAtlantic Group, Inc. (NYSE: CAA). The Rating Outlook is Positive. If the merger with CAA is not completed on or before Aug. 31, 2018, Lennar will redeem all the outstanding notes at a redemption price equal to 101% of the principal amount. KEY RATING DRIVERS Combination with CAA: On Oct. 30, 2017, the company announced that the respective boards of directors of Lennar and CAA have unanimously approved a definitive merger agreement between the two companies. The transaction is valued at approximately $9.3 billion, including about $3.6 billion of net debt assumed. The transaction is a business combination involving the exchange of 100% of CAA's common stock at a fixed exchange ratio of 0.885 Lennar Class A Common Stock for each CAA share. There is an optional cash election at $48.26 per share for approximately 20% of CAA shares or $1.16 billion. The merger requires regulatory and shareholder approval and is expected to close during the first quarter of 2018. Stuart Miller (CEO) and the Miller Family Trust have agreed to vote their approximately 41% voting interest in favor of the transaction, and Matlin Patterson (25% voting interest in CAA) has agreed to vote in favor of the transaction. The Lennar management team will manage the combined company and Scott Stowell (CAA executive chairman) will join the Lennar board of directors. Significant Scale: The proposed combination of Lennar and CAA creates the largest homebuilder (based on revenues) in the U.S. with homebuilding revenues of about $17.2 billion and LTM deliveries of 43,372. More important, the combined company will have a top-3 position in 24 of the 30 largest MSAs in the country and a top-10 position in 36 of the 50 largest MSAs. Geographic and Price Point Diversity: The combined company will have operations in more than 49 markets across 21 states. The two companies have a compatible product mix serving the first-time, move-up, active adult and luxury home buyers. Synergies: Management anticipates that the combination will generate annual cost savings of $250 million, with approximately $75 million achieved in fiscal year (FY) 2018. These synergies are expected to be achieved through direct cost savings, reduced overhead costs and the elimination of duplicate public company expenses. Management Track Record: The proposed transaction combines the No.2 and No.5 largest U.S. builders (based on home deliveries). Lennar's management team has had success in integrating large acquisitions in the past as well as in managing large companies. In February 2017, Lennar completed the acquisition of WCI Communities, Inc., a premier lifestyle community developer and luxury homebuilder for approximately $643 million and the assumption of $250 million of debt. In 2006, Lennar had homebuilding revenues of $15.6 billion and delivered 49,568 homes (including joint ventures [JV]). Credit Metrics to Weaken Slightly: Fitch views the transaction as strategically positive for Lennar, although the combined company's pro forma credit metrics are slightly weaker compared to those of Lennar on a stand-alone basis. On a pro forma basis, debt/EBITDA is estimated to be about 3.8x, debt/capitalization at 46.3% and EBITDA/interest coverage at around 5.0x. Fitch expects these credit metrics will improve as the company integrates both companies, realizes cost synergies and uses FCF to pay down debt. The Positive Outlook incorporates Fitch's expectation that the combined company's credit metrics will improve following the transaction as Lennar delevers the balance sheet, including net debt/capitalization (excluding about $250 million of cash classified by Fitch as not readily available for working capital purposes) approaching 40% approximately 12 months after the close of the transaction. Land Holdings: The combined company will control about 244,100 lots, 79.4% of which are owned and the remaining controlled through options and joint ventures. On a pro forma LTM basis, the company controls about 5.6 years of land and has an owned-lot supply of 4.4 years. While the transaction modestly shortens Lennar's land supply, it remains above the 5.1-year average of total lots controlled and the 3.0-year average of owned lot supply for the issuers in Fitch's coverage. DERIVATION SUMMARY Lennar's Issuer Default Rating of 'BB+' is supported by the company's strong track record over the past 36-plus years, geographic diversity, customer and product focus, and generally conservative building practices. Additionally, there has been continuity in Lennar's management during this housing cycle and Fitch considers this management team to be the deepest among the public builders within its coverage. Lennar's credit metrics are in between homebuilders at the 'BBB-' rating level (such as D.R. Horton, Inc., BBB-/Stable Outlook] and Toll Brothers, Inc., BBB-/Stable Outlook) and the 'BB' rating level (including CalAtlantic Group, Inc., BB/Stable, and Meritage Homes Corporation, BB/Stable). Lennar is the second-largest homebuilder in the U.S. behind D.R. Horton. The proposed combination of Lennar and CAA creates the largest homebuilder (based on revenues) in the U.S. with homebuilding revenues of about $17.2 billion and LTM deliveries of 43,372. By comparison, DR Horton, which is currently the largest homebuilder, has LTM homebuilding revenues of $13.7 billion and LTM deliveries of 46,605 homes. More importanty, the combined company will have a top-3 position in 24 of the 30 largest MSAs in the country. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Lennar completes the acquisition of CAA during the first quarter of 2018; -- Lennar's net debt/capitalization ratio approaches 40% 12 months after the close of the transaction; -- The company realizes about $75 million of synergies during FY2018 of the combined company; -- Debt/EBITDA is about 3.5x while EBITDA/interest is roughly 5x 12 months after the close of the transaction; -- Total housing starts increase 3% (single-family starts improve 8.5%) in 2017 and 5% (single-family starts advance 7.5%) in 2018. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action - Lennar successfully integrates CAA (including realizing its target synergies) and shows steady improvement in credit metrics (such as net debt/capitalization consistently approaching or below 40%), while preserving a healthy liquidity position (in excess of $1 billion in a combination of cash and revolver availability) and continues generating consistent positive cash flow from operations (CFFO) as it moderates its land and development spending. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action - There is sustained erosion of profits due to either weak housing activity, meaningful and continued loss of market share, and/or ongoing land, materials and labor cost pressures (resulting in margin contraction and weakened credit metrics, including net debt/capitalization sustained above 50%) and Lennar maintains an overly aggressive land and development spending program that leads to consistent negative CFFO, higher debt levels and diminished liquidity. In particular, Fitch will be focused on assessing the company's ability to repay debt maturities with available liquidity and internally generated cash flow. LIQUIDITY As of Aug. 31, 2017, Lennar had unrestricted cash of $564.6 million and no borrowings under its $1.6 billion revolving credit facility (with an accordion feature of up to $2 billion, subject to additional commitments) that matures in June 2022 ($160 million of the commitment expires in June 2018 and $50 million matures in June 2020). The revolver amount should be sufficient to support the combined company. Lennar has meaningful debt maturing in the next three years, including $400 million in December 2017 (repaid with cash on hand on Nov. 10th), $525 million in 2018 and $1.1 billion in 2019. CAA also has about $1.05 billion of debt maturing through 2019. FULL LIST OF RATING ACTIONS Fitch currently has the following ratings for Lennar Corporation: -- Long-Term IDR 'BB+'; -- Senior unsecured debt 'BB+/RR4'; -- Unsecured revolving credit facility 'BB+/RR4'. The Rating Outlook is Positive. LENNAR CORP: Moody's Rates Proposed $1BB Sr. Unsecured Notes Ba1 ---------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Lennar Corporation's proposed $1 billion of senior unsecured notes due 2020 and 2027. Proceeds from the transactions will be used to finance a large portion of the $1.2 billion cash option being offered in connection with Lennar's proposed acquisition of CalAtlantic Group, Inc. (currently Ba2, under review for upgrade). Lennar's Ba1 Corporate Family Rating, Ba1-PD Probability of Default, Ba1 rating on the company's existing issues of senior unsecured notes, and Speculative Grade Liquidity Rating of SGL-1 are unchanged by transactions. The rating outlook is stable. The following rating actions were taken: Proposed $1 billion of senior unsecured notes due 2020 and 2027 , assigned Ba1 (LGD4); Corporate Family Rating, unchanged at Ba1; Probability of Default Rating, unchanged at Ba1-PD; Existing senior unsecured notes, unchanged at Ba1 (LGD4); Existing commercial paper, unchanged at NP; Speculative Grade Liquidity Rating, unchanged at SGL-1; Rating outlook, unchanged at stable. RATINGS RATIONALE Lennar's ratings are supported by (1) healthy gross margins that compare favorably with its peer group, (2) exceptionally strong earnings performance, as represented, again, by its solid fiscal third quarter that ended August 31, 2017, (3) an ability to generate continuing healthy order and backlog growth even in the face of sometimes sluggish macro statistics that would suggest otherwise, (4) successful investments to date in new asset classes that are different from, albeit related to, homebuilding, (5) a robust tangible equity base, which will be augmented by over $4 billion of new equity to be issued for CalAtlantic, (6) 'soft pivot' land strategy, which is permitting the company to generate positive free cash flow even as the industry's growth cycle continues, and (7) gradual moves to monetize its non-core investments and return to more of a pure play homebuilder. In addition, the CalAtlantic acquisition, if consummated, will create a $17 billion revenue giant, the industry's largest, and make Lennar #1, #2, or #3 in 24 of the country's top 30 markets. In an industry where size and scale matter, the combined entity will have both in spades. The combined company will control approximately 240,000 lots across about 1,300 active communities in 49 markets and 21 states. Lennar has stated that it expects to achieve a total of $75 million in synergies in 2018 and $250 million in 2019. Given its recent performance with the WCI acquisition, Moody's would not be surprised to see the actual synergies achieved exceed that amount. At the same time, Lennar's credit quality is constrained by (1) an elevated pro forma adjusted debt to book capitalization ratio of about 47% as of August 31, 2017, (2) the moderately long land position, which increases the likelihood of large impairment charges when the cycle turns, (3) increased concentration in Florida, a state which was hammered during the last downturn, from the recent acquisition of WCI Communities, and (4) a propensity to invest in new and different asset classes and structures, which perform well during an upturn but can, like Lennar's former joint ventures, result in losses, cash drain, and considerable use of management time during an extended downturn. In addition, because of the size of the proposed acquisition, integration risk cannot be ignored, although Lennar has successfully integrated dozens of acquisitions during its history, including the sizable US Home acquisition in the year 2000. Lennar's SGL-1 liquidity is supported by its $723 million of unrestricted homebuilding, Rialto, and Multifamily cash at August 31, 2017; by its expected generation of positive cash flow from operations in fiscal 2017; by substantial availability under its $1.6 billion committed senior unsecured revolving credit facility, of which most is now due in 2022; and by the substantial headroom under its financial maintenance covenants. The revolving credit facility requires the company to maintain compliance, as of August 31, 2017, with minimum tangible net worth of $4.4 billion, a maximum net debt leverage of 65.0%, and either a liquidity or interest coverage ratio. Actuals for these covenants, as calculated per the credit agreement, were $6.0 billion, 43.9% and ample liquidity and interest coverage, respectively. The stable rating outlook incorporates expected gradual debt delevering, modest gross margin pressures, and strengthening of other key credit metrics. In particular, Moody's expects debt leverage, as measured by adjusted gross homebuilding debt to book capitalization, to be worked down to the low 40% range by the end of Lennar's 2018 fiscal year. Because of the substantial volatility exhibited by the industry in the past, in order to qualify for an upgrade to investment grade, Lennar must generate considerable headroom relative to minimum investment grade metrics. These include debt/book capitalization well below 40%, EBIT interest coverage well above 6.0x, and GAAP gross margins in the mid-20% range. In addition, the company must demonstrate a commitment to attaining and maintaining an investment grade rating, both to Moody's and to the capital markets. Finally, Lennar must demonstrate an ability to withstand a financial shock without sinking to low speculative grade rating levels. The outlook and/or ratings could come under pressure if the economic backdrop were to take a sudden and significant turn for the worse such that the company began generating net losses, major impairment charges were to loom, free cash flow were to turn sharply negative, debt leverage were to exceed 50%, and/or liquidity were to be materially weakened. Founded in 1954 and headquartered in Miami, Florida, Lennar Corporation is currently one of the nation's two largest builders of quality homes for all generations and soon may become number one. Lennar builds affordable, move-up and retirement homes primarily under the Lennar brand name. Lennar's Financial Services segment provides mortgage financing, title insurance and closing services for both buyers of Lennar's homes and others. Lennar's Rialto segment is a vertically integrated asset management platform focused on investing throughout the commercial real estate capital structure. Lennar's Multifamily segment is a nationwide developer of high-quality multifamily rental properties. Homebuilding revenues for the trailing 12 months ended August 31, 2017 were $10.8 billion. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in April 2015. LENNAR CORP: S&P Rates New Senior Unsecured Notes 'BB+' ------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Lennar Corp.'s proposed senior unsecured notes due 2020 and 2027. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%, rounded estimate: 65%) recovery in the event of payment default. S&P expects that the company will use the proceeds from the issuance to fund a portion of up to $1.2 billion of cash consideration for the proposed acquisition of CalAtlantic Group Inc. Ratings List Lennar Corp. Corporate Credit Rating BB+/Stable/-- New Rating Lennar Corp. Senior unsecured notes due 2020 and 2027 BB+ Recovery Rating 3(65%) LONG-DEI LIU: PCO Files 9th Interim Report ------------------------------------------ Constance Doyle, the patient care ombudsman for Long-Dei Liu, M.D., filed with the U.S. Bankruptcy Court for the Central District of California a ninth interim report for the period of September 1, 2017, through October 31, 2017 finding that all care provided to the patients is well within the standard of care. The PCO, however, suggests that Dr. Liu clean out his personal office, only maintaining items he uses to give to patients and any other needed material because there is very little room to maneuver in this space. A full-text copy of the Patient Care Ombudsman Report, dated November 1, 2017, is available at https://is.gd/8DdjzE About Long-Dei Liu Orange, Calif.-based Long-Dei Liu, MD, is a single practitioner who has practiced obstetrics and gynecology since 1981. Long-Dei Liu filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-11588). Judge Theodor Albert presides over the case. Constance Doyle was appointed patient care ombudsman for the Debtor. LTD MANAGEMENT: Unsecureds to Recover 17.68% Under Plan ------------------------------------------------------- LTD Management, Inc., filed with the U.S. Bankruptcy Court for the District of New Hampshire a disclosure statement dated Oct. 30, 2017, referring to the Debtor's plan of reorganization dated Oct. 27, 2017. The total of general Unsecured Claims is estimated by the Debtor to be approximately $33,922 is consisting of the portion of the claim held by National Finance Corporation which exceeds the value of the collateral and, therefore, will be treated, pursuant to 11 U.S.C. Section 506(a) as a General Unsecured Claim. In full and final satisfaction of the Class Six General Unsecured Claim of National Finance Corporation, the Debtor will make payments toward this debt for the 60 months following the Effective Date at $100 per month starting 30 days after the Effective Date for a total payment of $6,000 which is a 17.68% distribution. The Debtor reserves the right to make this payment in a lump sum from non-debtor funds should Ms. D'Aoust wish to contribute her personal funds. When a total of $6,000 has been paid, whether by monthly payment, lump sum, or a combination of the two, the debt will be deemed satisfied in full. The funds necessary for the Debtor to execute and implement the Plan will come from the following sources: (a) the proceeds from the continued rental of the Real Property, (b) the proceeds of the loan from the DIP Lender; (c) reserves in the Debtor's checking account; and the (d) "new value" that already has been contributed by the Debtor's equity holder in the amount of $19,000 (by paying $4,000 to the appraiser from her LLC's funds as well as $11,000 for the deposit to the Debtor's counsel, and more than $4,000 to real estate taxes). It is not anticipated that any avoidance or collection actions will be a source of funding the Plan. By virtue of the court order of confirmation, all of the assets of the Debtor will be deemed transferred to the Reorganized Debtor free and clear of all liens and encumbrances. Notwithstanding, the real estate and other assets which were subject to the liens of the Town of Raymond, mortgage of TD Bank, liens of IRS and mortgage of National Finance will continue to be so encumbered except that the new mortgage that the Debtor will enter into with the DIP Lender to pay off the real estate tax debt will replace the real estate tax liens and will enjoy priority over all other liens. The real estate also will continue to be encumbered by the attachment held by National Finance Corporation but only to the extent of the value of the collateral as of the Petition Date pursuant to 11 U.S.C. Section 506 of the Bankruptcy Code. The Reorganized Debtor will be liable for all obligations under the Plan including but not limited to the obligations to the DIP Lender and the modified notes held by TD Bank and National Finance Corporation. A copy of the Debtor's Disclosure Statement is available at: http://bankrupt.com/misc/nhb17-10684-69.pdf About LTD Management Headquartered in Raymond, New Hampshire, LTD Management, Inc., was formed in July 1992 for the purpose of owning real estate located at 63 Route 27 Raymond, New Hampshire, and leasing out certain units within the building. Lisa D'Aoust owns a 100% interest in LTD. LTD Management filed for Chapter 11 bankruptcy protection (Bankr. D.N.H. Case No. 17-10684) on May 10, 2017, estimating its assets and liabilities at between $100,001 and $500,000. Cheryl C. Deshaies, Esq., at Deshaies Law, serves as the Debtor's bankruptcy counsel. No trustee or examiner has been appointed in the Debtor's case, and no official statutory committee has yet been appointed or designated by the U.S. Trustee. MISSIONARY ASSEMBLY: Bethel Buying Marlborough Property for $2M --------------------------------------------------------------- Missionary Assembly of God of Marlborough filed Notice with the U.S. Bankruptcy Court for the District of Massachusetts of its sale of real property located at 383 Lincoln Street, Marlborough, Massachusetts to Bethel Presbyterian Church for $2,050,000, subject to overbid. A hearing on the Motion is set for Dec. 12, 2017 at 12:30 p.m. The objection deadline is Dec. 7, 2017 at 4:30 p.m. The property is commercial and includes a large space where the church worships and three smaller commercial units. It has a large paved parking lot in front of the building. The property has a small area of environmental contamination in a corner of the lot. The Debtor is in the process of remediating the contamination, and no closing will take place until the contamination is remediated. The Debtor has received an offer from the Buyer to purchase the property for the sum of $2,050,000 in cash, subject to a mortgage contingency. There is no known relationship between the Debtor and the Buyer except that they are neighbors. The sale will take place as soon as possible after the Court approves the sale and the contamination is remediated. The Buyer has paid a deposit of $35,000. The terms of the proposed sale are more particularly described in a Motion for Order Authorizing and Approving Private Sale of Property of the Estate filed with the Court on Sept. 21, 2017, and a written purchase and sale agreement. The Motion to Approve Sale and the purchase and sale agreement are available at no charge upon request from the Debtor's counsel. The property will be sold free and clear of all liens, claims and encumbrances. Any perfected, enforceable, valid liens will attach to the proceeds of the sale according to priorities established under applicable law. Holders of such liens are requested to provide the undersigned with a payoff statement within five days of receipt of the Notice. Through the Notice, higher offers for the Property are solicited. Any higher offer must be at least 5% higher, and must be accompanied by a cash deposit of 5% of the higher offer, in the form of a certified or bank check made payable to the Debtor's counsel and delivered to him at the time of the higher offer. Except as stated in the Motion, higher offers must be on the same terms and conditions provided in the Purchase and Sale Agreement, other than the purchase price. Any party who has filed an objection or higher offer is required to be present at the hearing, failing which the objection may be overruled or the higher offer stricken. The Court may take evidence at any hearing on approval of the sale to resolve issues of fact. If no objection to the Motion to Approve Sale or higher offer is timely filed, the Court, in its discretion, may cancel the scheduled hearing and approve the sale without a hearing. At the hearing on the sale the Court may (i) consider any requests to strike a higher offer, (ii) determine further terms and conditions of the sale, (iii) determine the requirements for further competitive bidding, and (iv) require one or more rounds of sealed or open bids from the original offeror and any other qualifying offeror. The deposit will be forfeited to the estate if the successful bidder fails to complete the sale by the date ordered by the Court. If the sale is not completed by the Buyer approved by the Court, the Court may approve the sale of the Property to the next highest bidder, without further notice or hearing. About Missionary Assembly of God of Marlborough Inc. Missionary Assembly of God of Marlborough Inc. is a religious corporation as defined by Massachusetts law, and a Sec. 501(c)(3) charitable organization that operates as church for Christian fellowship. Its financial problems stem in part from a decline in attendance, but mostly from the fact that the mortgage on the property was a short-term, balloon mortgage which came due. Missionary Assembly of God filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 17-41182) on June 28, 2017, estimating under $50,000 in both assets and liabilities. The Hon. Elizabeth D. Katz presides over the case. The Debtor hired David G. Baker, Esq., at the Law Office of David G. Baker, as counsel. MONTCO OFFSHORE: Seeks to Maintain Plan Exclusivity Thru Dec. 13 ---------------------------------------------------------------- Montco Offshore, Inc. and its affiliates request the U.S. Bankruptcy Court for the Southern District of Texas to further extend the Debtors' exclusivity period to file a plan of reorganization through December 13, 2017, and to solicit acceptances of such plan through January 12, 2018. On September 26, 2017, the Debtors filed chapter 11 plans of reorganization and liquidation for Montco Offshore, Inc. and Montco Oilfield Contractors, LLC, respectively, as well as a disclosure statement in connection with the Plan. The Court has conditionally approved the Debtors' Disclosure Statement, and permitted the Debtors to commence solicitation of the Plan. The Court set the Debtors' solicitation and notice date for October 10, 2017, with a confirmation hearing scheduled for November 13. On October 12, 2017, the Debtors filed a Third Motion seeking to extend the Filing Exclusivity Period through and including November 13, 2017, but no additional extension to the Solicitation Exclusivity Period was requested. After a request by the Debtors to continue the confirmation hearing pending certain ongoing discussions with the Debtors' Plan sponsor, the Debtors' prepetition secured lenders, and the Committee, the Court entered an order continuing the confirmation hearing until November 20, 2017. On the record at a hearing held on November 13, the Debtors' counsel represented that the Debtors may seek an additional continuance while such discussions with the Debtors' key constituencies are ongoing. While the Debtors have already filed the Plan, the Debtors believe that sufficient cause exists to further extend the Exclusivity Periods, to ensure that no estate resources need to be shifted toward the review of (and potential objections to) a competing plan while the Debtors continue discussions with key constituencies about confirmation of the Debtors' as-filed Plan. In connection with the Plan process and leading up to confirmation, the Debtors are continuing to engage with additional key stakeholders to address outstanding issues and seek to reach a consensual resolution on a path forward. The Debtors need all of their and their professionals' resources focused on reaching such a resolution. As such, the Debtors seek extension of their Exclusivity Periods to ensure that no competing plan is filed at this critical juncture, which would only distract the Debtors and divert resources away from confirmation-related matters. The Debtor also asserts that reviewing and potentially objecting to a competing plan while negotiating issues related to 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. MONTEZUMA MEXICAN: Unsecureds to Get $3,204.78 Per Month for 6 Yrs. ------------------------------------------------------------------- Montezuma Mexican Restaurant Inc. filed with the U.S. Bankruptcy Court for the Southern District of New York its fourth disclosure statement dated Oct. 30, 2017, referring to the Debtor's third plan of reorganization dated Aug. 29, 2017. Class 4 General Unsecured Claims are impaired by the Plan. Holders will receive a monthly payment of $3,204.78, instead of the $3,206.75 stated in the previous disclosure statement. Payments will start on the first of the month following the Effective Date at 0.00% interest rate and will end on the 72nd month after the first payment. The holders are expected to recover 25%. Payments and distributions under the Plan will be funded by ongoing operations of the Reorganized Debtor will provide the funding for payments and continuing distributions. A copy of the Fourth Disclosure Statement is available at: http://bankrupt.com/misc/nysb15-10365-146.pdf As reported by the Troubled Company Reporter on Oct. 12, 2017, the Debtor filed its latest Chapter 11 plan of reorganization, which proposes to pay priority unsecured claims over five years. The plan proposes to pay in full each creditor holding a priority unsecured claim pursuant to Section 507(a)(8) of the U.S. Bankruptcy Code. Payments will be made in equal monthly installments over five years following the effective date of the plan, according to the Debtor's latest disclosure statement filed on September 20 with the U.S. Bankruptcy Court for the Southern District of New York. About Montezuma Mexican Restaurant Headquartered in Bronx, New York, Montezuma Mexican Restaurant Inc. has been in the restaurant business, selling authentic Mexican food while providing entertainment including Karaoke Sundays, DJ entertainment during the week, and live musical performances on Fridays and Saturdays. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-10365) on Feb. 20, 2015. The petition was signed by Magdalena Dominguez, president. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of $1 million and $10 million. Judge Martin Glenn presides over the case. David C. McGrail, Esq., at McGrail & Bensinger LLP serves as the Debtor's bankruptcy counsel. MOREHEAD MEMORIAL: Nexsen Pruet Represents NC Emergency ------------------------------------------------------- Christine L. Myatt, Esq., at Nexsen Pruet, PLLC, filed with the U.S. Bankruptcy Court for the Middle District of North Carolina a supplemental Verified Rule 2019 Disclosure, saying that the Firm is now representing NC Emergency Physician Services, PLLC, in the Chapter 11 case of Morehead Memorial Hospital. As reported by the Troubled Company Reporter on Aug. 31, 2017, Ms. Myatt previously filed a Verified Disclosure in accordance with Rule 2019 of the Federal Rules of Bankruptcy Procedure, disclosing that the Firm represents creditors NCHE Workers' Compensation Fund, Inc., and Arthur J. Gallagher Risk Management Services, Inc. NC Emergency can be reached at: NC Emergency Physician Services, PLLC 300 South Park Road, Suite 400 Hollywood, FL 33021 Reserving the right to assert additional claims or to file proofs of claim in any amount as the claims are discovered, the nature of each of the foregoing entity's currently known claims and/or interests are: (a) NCHE has claims arising from the Debtor's Workers' Compensation and Employers Liability Insurance Policy, Indemnity Agreement and Fund Deductible Agreement in the aggregate approximate amount of $39,104.37 plus such other amounts as may become due and owing in the future; (b) Gallagher has claims arising from a compensation agreement in the approximate amount of $86,000; and (c) NC EPS has claims arising from an Agreement for Emergency Medical Services and Medical Director Services, as amended, in the approximate amount of $39,360, as of the petition date, plus other amounts becoming due and owing post-petition. Nexsen Pruet has fully disclosed to each of the clients the possibility that the interests of each as creditors, and/or as creditors holding unsecured priority claims, and/or as creditors holding general unsecured claims, may potentially conflict. Gallagher is the authorized representative of NCHE but is not an owner or affiliate of NCHE. Each entity has consented to this joint representation, after full disclosure. Nexsen Pruet claims no interest or amounts with respect to this case, but, instead, represents the clients and their claims and/or interests. About Morehead Memorial Hospital Founded in 1924, Morehead Memorial Hospital -- http://www.morehead.org/-- is a North Carolina non-profit corporation that owns and operates a 108-bed general acute care community hospital on a 22-acre campus located at 117 East Kings Highway, Eden, North Carolina. Within the Hospital Real Property, Morehead Memorial also owns and operates a 121-bed skilled nursing facility. It also owns several other parcels of real property located in Eden that are contiguous to, or in the general vicinity of, the Hospital Real Property. Morehead Memorial Hospital filed for Chapter 11 bankruptcy protection (Bankr. M.D.N.C. Case No. 17-10775) on July 10, 2017, estimating its assets and liabilities at between $10 million and $50 million. The petition was signed by Dana M. Weston, the CEO. Judge Benjamin A. Kahn presides over the case. Thomas W. Waldrep, Jr., Esq., Jennifer B. Lyday, Esq., and Francisco T. Morales, Esq., at Waldrep LLP, serve as the Debtor's bankruptcy counsel. The Debtor also hired Womble Carlyle Sandridge & Rice, LLP, as special counsel; Grant Thornton LLP as financial advisor; Hanlon Hammond Camp LLC as investment banker and operational and strategic advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. On July 24, 2017, William Miller, the bankruptcy administrator for the Middle District of North Carolina, appointed an official committee of unsecured creditors. The Committee retained law firms Nelson Mullins Riley & Scarborough LLP, and Sills Cummis & Gross, P.C., as co-counsel. MOTORS LIQUIDATION: Has $485M Net Assets in Liquidation at Sept. 30 ------------------------------------------------------------------- Motors Liquidation Company GUC Trust filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting total assets of $519.90 million, total liabilities of $34.47 million and net assets in liquidation of $485.43 million. The GUC Trust's sources of liquidity are principally the funds it holds for the payment of liquidation and administrative costs, and to a significantly lesser degree, the earnings on such funds invested by it. In addition, as a result of the liquidation of all the GUC Trust's holdings of New GM Securities during the quarter ended Sept. 30, 2015, the GUC Trust holds Distributable Cash for distribution to GUC Trust beneficiaries. The GUC Trust holds such funds primarily in U.S. Treasury bills, as permitted by the Plan and the GUC Trust Agreement. During the six months ended Sept. 30, 2017, the GUC Trust's holdings of cash and cash equivalents decreased approximately $0.9 million from approximately $4.3 million to approximately $3.4 million. The decrease was primarily due to cash paid for liquidation and administrative costs of $5.6 million, cash paid for Residual Wind-Down Claims and Costs of $11.7 million, and cash paid for distributions of $0.4 million, largely offset by cash from the sale of marketable securities in excess of reinvestments of $15.0 million and interest income received on such marketable securities of $1.6 million. During the six months ended Sept. 30, 2017, the funds invested by the GUC Trust in marketable securities decreased approximately $15.0 million, from approximately $522.4 million to approximately $507.4 million. The decrease was due primarily to the sale of marketable securities to fund the payments during the period. The GUC Trust earned approximately $2.1 million in interest income on such investments during the period. As of Sept. 30, 2017, the GUC Trust held approximately $510.9 million in cash and cash equivalents and marketable securities. Of such amount, approximately $498.1 million relates to Distributable Cash (including Dividend Cash), a portion of which the GUC Trust Administrator is permitted to set aside from distribution and to appropriate with the approval of the Bankruptcy Court or Trust Monitor, as applicable, in order to fund additional costs and any income tax liabilities (including Dividend Taxes, Investment Income Taxes and Taxes on Distribution) as they become due. Included in Distributable Cash at Sept. 30, 2017, is approximately $13.8 million of Dividend Cash. Dividend Cash will be distributed to holders of subsequently Resolved Allowed Claims and GUC Trust Units in respect of Distributable Cash that they receive, except to the extent such dividends are in respect of Distributable Cash that is appropriated by the GUC Trust in accordance with the GUC Trust Agreement to fund the GUC Trust's liquidation and administrative costs, any income tax liabilities or shortfalls in Residual Wind-Down Assets. As of Sept. 30, 2017, Distributable Cash (including Dividend Cash) held by the GUC Trust was set aside as follows: (a) $8.8 million for liquidating distributions payable as of that date, and (b) $31.0 million to fund projected liquidation and administrative costs. In addition to Distributable Cash (including Dividend Cash), the GUC Trust held $12.8 million in cash and cash equivalents and marketable securities at Sept. 30, 2017, representing funds held for payment of costs of liquidation and administration and other liabilities. Of that amount, approximately $2.1 million (comprising approximately $0.2 million of the remaining Residual Wind-Down Assets, approximately $1.7 million of the remaining Administrative Fund and approximately $0.2 million in remaining funds designated for the Indenture Trustee / Fiscal and Paying Agent Costs) is required by the GUC Trust Agreement to be returned, upon the winding-up of the GUC Trust, to the DIP Lenders to the extent such funds are not utilized to satisfy designated Wind-Down Costs, Residual Wind-Down Claims and Costs, Avoidance Action Defense Costs and Indenture Trustee / Fiscal Paying Agent Costs. Cash and cash equivalents and marketable securities remaining in the Administrative Fund have been designated for the satisfaction of certain specifically identified costs and liabilities of the GUC Trust, and such amounts may not be used for the payment of GUC Trust professionals' fees and expenses or other Wind-Down Costs. Those amounts will not at any time be available for distribution to the holders of the GUC Trust Units. The balance of cash and cash equivalents and marketable securities of approximately $10.7 million is available for the payment of liquidation and administrative costs of the GUC Trust, and would be available in the future for distribution to the holders of the GUC Trust Units, if not otherwise used to satisfy those GUC Trust obligations. The Company stated in the Form 10-Q that, "There is no assurance that additional amounts of Distributable Cash will not be required to be set aside from distribution and appropriated to fund additional costs and income tax liabilities, beyond what the GUC Trust Administrator has already set aside. Any appropriation of Distributable Cash that occurs to fund such obligations will result in a lesser amount of Distributable Cash available for distribution to holders of GUC Trust Units. In addition, as described above under the headings "Functions and Responsibilities of the GUC Trust--Other Assets Received from MLC on the Dissolution Date," a portion of the GUC Trust's assets are currently segregated pursuant to the GUC Trust Agreement for the satisfaction of certain other specified costs. If such assets are insufficient to fund such other specified costs for any reason, the GUC Trust Administrator will similarly be required to set aside from distribution and appropriate additional amounts of Distributable Cash in order to fund such shortfall." A full-text copy of the Form 10-Q is available for free at: https://is.gd/f4admV About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. MOUNT CALVARY PENTECOSTAL: Unsecureds to Get $15,000 Under Plan --------------------------------------------------------------- Mount Calvary Pentecostal Church of Youngstown, Ohio, filed with the U.S. Bankruptcy Court for the Northern District of Ohio a disclosure statement dated Oct. 30, 2017, referring to the Debtor's plan of reorganization. Class 4 General Unsecured Claims will include all creditors claiming a lien or security interest except America's Christian Credit Union inasmuch as the value of the Debtor's assets do not provide sufficient security except partially to America's Christian Credit Union subject to the forbearance agreement. The General Unsecured Claims will receive a single disbursement of $15,000 on a pari passu basis within five days following the Effective Date. Although the payment will provide a very small distribution to General Unsecured Claims, it is in furtherance of the Debtor's good faith proposal of its Plan of Reorganization. Class 4 claims are impaired under the Plan. America's Christian Credit Union will retain its interest in all mortgages, liens, or other security interests against the property of this estate, until the receipt of payment as set forth in the Forbearance Agreement. The key employees of the Reorganized Debtor will remain in place. Pursuant to Bankruptcy Rule 3020, the financial section of the board of directors of the Reorganized Debtor and will act as the disbursing agent under the Plan. The board members will not receive separate compensation for serving as disbursing agent. The Effective Date of the Plan will be 14 days subsequent to the confirmation court order. The Debtor's appraisal of the real estate is approximately $177,000. The personal property of the Debtor have a value of $785,026.14. This includes $759,388.17 of accounts receivable which have been outstanding for over 60 months and the collectability of said amount is doubtful. The America's Christian Credit Union has a first and best lien on all of the Debtor's real and personal property. America's Christian Credit Union has agreed to limit its secured claim to $1,040,000. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ohnb17-40195-42.pdf About Mount Calvary Mount Calvary Pentecostal Church of Youngstown, Ohio, based in Youngstown, Ohio, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 17-40195) on Feb. 9, 2017. The Hon. Kay Woods presides over the case. Andrew W. Suhar, Esq., at Suhar & Macejko, LLC, as bankruptcy counsel. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Derrick Jackson, trustee/deacon. MPH ACQUISITION: Moody's Lowers Corporate Family Rating to B3 ------------------------------------------------------------- Moody's Investors Service downgraded MPH Acquisition Holdings LLC's ("MPH"/dba MultiPlan) Corporate Family Rating ("CFR") to B3 from B2 and Probability of Default Rating (PDR) to B3-PD from B2-PD. This follows the company's announcement that it will pay a $1.3 billion debt financed cash dividend to its owners. Moody's assigned a Caa2 rating to $1.3 billion of payment in kind (PIK) toggle notes being issued to fund the dividend. The PIK notes will be issued at Polaris Intermediate Corp. ("Polaris"), a parent of MPH. Moody's expects the company to forgo the PIK option, and pay interest on the PIK toggle notes in cash. Concurrently, Moody's affirmed the B1 rating on the company's first lien credit facility, and the Caa1 rating on unsecured notes, both at MPH. The CFR and PDR will be moved to Polaris Intermediate Corp. following the close of the transaction. The rating outlook is stable. "The downgrade of the CFR reflects MultiPlan's very high financial leverage and aggressive financial policies as this is the second large debt funded dividend the company has taken since the LBO in June 2016," stated Moody's AVP-Analyst Todd Robinson. "While Moody's note the company's solid organic growth and its strong margins and cash flow, Moody's expect that debt to EBITDA will remain high at around 7 times and free cash flow to debt modest at around 5% in the year ahead," continued Robinson. MPH Acquisition Holdings LLC The following ratings were downgraded: Corporate Family Rating, downgraded to B3 from B2 Probability of Default Rating, downgraded to B3-PD from B2-PD The following ratings were affirmed: $100 million senior secured first lien revolving credit facility at B1 to (LGD 2) from (LGD3) $3.470 billion senior secured first lien term loan at B1 to (LGD 2) from (LGD3) $1.56 billion unsecured notes at Caa1 (LGD 5) The rating outlook is stable. Polaris Intermediate Corp. The following rating was assigned: $1.3 billion PIK toggle notes at Caa2 (LGD 6) The rating outlook is stable. RATINGS RATIONALE The B3 CFR reflects the company's very high financial leverage, aggressive financial policies and significant customer concentration. Moody's estimates debt to EBITDA of around 8 times following the $1.3 billion dividend. Moody's expects that leverage will reduce, but remain high over the longer term due to further debt funded initiatives. MultiPlan also generates about half of its revenue from two customers. However, the rating is supported by the company's leading market position in the PPO industry, strong growth in the data analytic services business, robust operating margins, and good free cash flow. The company also benefits from high barriers to entry in the PPO industry. The stable rating outlook reflects Moody's expectation that financial leverage will improve, but remain quite high in the year ahead. The outlook also reflects Moody's expectation for good free cash flow despite the material increase in cash interest expense associated with the PIK notes. The rating could be upgraded if the company demonstrates less aggressive financial policies and Moody's expects debt to EBITDA to be sustained below 6.5 times. Furthermore, an upgrade would require the company to maintain free cash flow to debt above 5%. The ratings could be downgraded if operating performance weakens, liquidity deteriorates, or financial leverage increases. Any material customer losses or pricing pressure could also result in a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. MultiPlan operates in the health care benefits field as an independent preferred provider organization (PPO), and analytics solutions provider. The company is owned by Hellman & Friedman and generates about $1.1 billion in revenue. MULTIPLAN INC: S&P Affirms 'B+' Issuer Rating on Debt Issuance -------------------------------------------------------------- S&P Global Ratings said it assigned its 'B+' rating to intermediate holding company Polaris Intermediate Corp. At the same time, S&P affirmed its 'B+' long-term corporate credit rating on MultiPlan Inc. and MPH Acquisition Holdings LLC (collectively, Multiplan). The outlook is stable. S&P said, "We have also assigned our 'B-' issue-level rating with a '6' recovery rating (0% recovery in the event of default) to the new proposed $1.3 billion senior unsecured PIK toggle notes due 2022 to be issued by Polaris. The '6' recovery rating indicates expectations for negligible (0%-10%; rounded estimate: 0%) recovery in the event of default. At the same time, we affirmed our 'B-' issue rating and '6' recovery rating on the company's existing unsecured debt. We also affirmed our 'B+' issue rating and '3' recovery rating on the company's existing secured debt. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of default. "The affirmation reflects our belief that, although the proposed incremental debt results in leverage exceeding our expectations, Multiplan's sustained and differentiated competitive position and very strong earnings power will enable it to carry this increased debt load and deleverage over the next year. "The stable outlook reflects our expectation that Multiplan will maintain its leading market positon in the health care cost-containment industry as shown by continued growth in earnings and cash flow with revenue growth in the mid- to high-single digits and sustained well-above-average margins. This should enable the company to demonstrate a de-levering trend, with leverage of 7.0x-7.2x by year-end 2017 and 6.4x-6.7x by year-end 2018. We expect funds from operations to debt to remain above 8% with EBITDA coverage above 2.5x. "We could lower our ratings in the next 12 months if Multiplan rather than de-levering over the next year, sustains leverage at 7.0x-7.5x or demonstrates coverage below 2.5x. This could occur due to a more-aggressive approach to financial policy than we anticipate and/or through performance deterioration. We would also lower the ratings if the business profile weakens as shown by declining revenues and margins, which could arise from the loss of key contracts. "An upgrade as unlikely due to Multiplan's financial sponsor ownership and our belief that the company will not be able to sustain leverage below 5x." NEIMAN MARCUS: Bank Debt Trades at 21.25% Off --------------------------------------------- Participations in a syndicated loan under Neiman Marcus Group Inc is a borrower traded in the secondary market at 78.75 cents-on-the-dollar during the week ended Friday, November 10, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.40 percentage points from the previous week. Neiman Marcus Group Inc pays 300 basis points above LIBOR to borrow under the $2.900 billion facility. The bank loan matures on October 16, 2020 and Moody's Caa1 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 10. NEW GETHSEMANE: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: The New Gethsemane Baptist Church 203-209 Rochester Avenue Brooklyn, NY 11213 Type of Business: The New Gethsemane Baptist Church is not-for profit, tax-exempt corporation. It is the fee simple owner of a church building located at 203-209 Rochester Avenue, Brooklyn, New York, 11213 having a fair market value of $3.9 million. Chapter 11 Petition Date: November 14, 2017 Case No.: 17-46048 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Jonathan S Pasternak, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenu White Plains, NY 10601 Tel: (914) 681-0200 Fax: (914) 684-0288 E-mail: jpasternak@ddw-law.com Total Assets: $3.90 million Total Liabilities: $860,000 The petition was signed by Jason McCants, chief executive officer. A full-text copy of the petition, along with a list of six unsecured creditors, is available for free at http://bankrupt.com/misc/nyeb17-46048.pdf NEW HOPE: Moody's Lowers Student Housing Bonds Ratings to B1 ------------------------------------------------------------ Moody's Investors Service has downgraded to B1 from Ba1 the New Hope Cultural Education Facilities Finance Corporation, TX's Student Housing Revenue Bonds (NCCD-College Station Properties LLC-Texas A&M University Project) Series 2015A and Taxable Student Housing Revenue Bonds (NCCD-College Station Properties LLC-Texas A&M University Project) Series 2015B. This rating assignment affects approximately $361 million of aggregate debt. This concludes Moody's rating review for downgrade initiated on October 6, 2017. The outlook on the bonds is negative. NCCD-College Station Properties LLCs rating downgrade to B1 incorporates anticipated draws on operational reserves (including capitalized interest) to supplement cash flow shortfalls for debt service payments beginning January 1, 2018, as well an expected draw on the debt service reserve for a portion of the July 1, 2018 payment. The impaired financial performance is the result of high vacancy rates at Park West (the project) and an inability to charge rents at targeted price points, which is resulting in lower than expected debt service coverage. Rating Outlook The outlook is negative based on a July 1, 2018 expected draw on the debt service reserve and the prospect of a prolonged period of revenue shortfalls adding uncertainty that Park West can earn sufficient revenue to cover debt service. Significantly increased occupancy for Fall 2018 and going forward at substantially higher rent levels is necessary for the long term success of this project. Factors that Could Lead to an Upgrade - A material improvement in operating revenues, primarily from increased occupancy coupled with considerable pricing growth Factors that Could Lead to a Downgrade - Continued and sizeable depletion of reserve fund monies - A prolonged inability to stem vacancy losses Legal Security The Bonds are limited obligations of the Issuer, payable only from revenues of the project and secured by a Leasehold Mortgage, an Assignment of Rents and Leases and a Security Agreement. Use of Proceeds. N/A Obligor Profile NCCD - College Station Properties LLC (NCCD) is a single member limited liability company organized and existing under the laws of the State of Texas. The proceeds of the Series 2015 Bonds were loaned to NCCD to finance the project. NCCD has no assets and is not expected to have any assets other than the project. Methodology The principal methodology used in this rating was Global Housing Projects published in June 2017. NORTHERN OIL: S&P Raises CCR to 'CCC+' on New Capital Structure --------------------------------------------------------------- U.S.-based oil and gas exploration and production (E&P) company Northern Oil and Gas Inc. entered into a first-lien credit facility agreement with TPG Specialty Lending Inc. consisting of an unrated new $300 million funded term loan and $100 million in delayed-draw term loans due 2022. A portion of the proceeds were used to repay borrowings under the company's revolving credit facility maturing in 2018, with the remainder for general corporate purposes. S&P Global Ratings, thus, raised its corporate credit rating on U.S.-based oil and gas E&P company Northern Oil and Gas Inc. to 'CCC+' from 'CCC-'. The outlook is negative. S&P said, "At the same time, we raised our issue-level rating on the company's unsecured debt to 'CCC+' from 'CCC-'. The recovery rating remains '4', indicating our expectation of average (30% to 50%; rounded estimate revised to 30% from 40%) recovery in the event of a payment default. "The upgrade reflects our assessment of the company's improving, but still weak financial measures and liquidity following the capital raised from the new term loans, and the repayment and termination of the revolving credit facility, which was due in 2018 ($155 million outstanding as of Sept. 30, 2017). "Nevertheless, we expect debt leverage to remain very high, above 6.5x in 2018 under our base case assumptions, which include $50 per barrel (bbl) West Texas Intermediate (WTI) crude oil prices through 2018. As a nonoperator, Northern has little control over the pace of drilling, which limits its flexibility to ramp up or ramp down spending levels to match cash flows. We estimate Northern will continue to generate negative free cash flow over the next few years, which it should be able to fund with the new term loans. However, with expected interest payments of over $80 million annually causing the bulk of the free cash flow outspend, we expect Northern to continue to struggle with its high debt burden, particularly as the $700 million 8% senior unsecured note comes due in 2020. "The negative outlook reflects our expectation that Northern Oil and Gas Inc.'s credit metrics will improve but remain weak over the next two years, given the current depressed commodity prices with modest production growth in 2018 and development uncertainties from operating partners. Additionally, we believe the company's liquidity position will continue to be pressured with the outspend in free cash flow over the next few years, especially with the $700 million senior unsecured note coming due in 2020. "We could consider a lower rating if liquidity deteriorated, which would most likely occur if production fell below our expectations, or if commodity prices were to drop below our price deck assumptions. "We could revise the outlook to stable if we believe the company would be able to bring its weighted average funds from operations (FFO) to debt closer to 12% for a sustained period. Also, the company would have to demonstrate that it could spend within cash flows or obtain additional funds to boost liquidity. "Our simulated default for Northern Oil and Gas assumes a sustained period of low commodity prices, consistent with the conditions of past defaults in this sector. "We base our valuation of Northern Oil and Gas' reserves on a company-provided midyear 2017 PV10 report, using our recovery price deck assumptions of $50 per barrel for West Texas Intermediate crude oil and $3 per mmBtu for Henry Hub natural gas. "Our recovery analysis incorporates the company's new $300 million in initial term loans and $100 million in delayed draw term loans fully drawn." -- Simulated year of default: 2019 -- Net enterprise value (after 5% administrative costs): $662 million -- Senior-secured RBL claims: $420 million --Recovery expectations: Not applicable -- Total value available to unsecured claims: $242 million -- Senior unsecured claims: $728 million --Recovery expectations: 30% to 50% (rounded estimate: 30%) Note: All debt amounts include six months of prepetition interest. NUSTAR ENERGY: Fitch Rates New Series C Perpetual Preferreds B+/RR6 ------------------------------------------------------------------- Fitch Ratings has assigned a 'B+'/'RR6' rating to NuStar Energy L.P.'s (NuStar) proposed issuance of series C perpetual preferreds. Proceeds from the offering are to be used for capital expenditures and general partnership purposes. The perpetual preferreds are assigned 50% equity credit under Fitch's hybrid criteria. The Recovery Rating of 'RR6' for the securities reflects Fitch's expectations for poor recovery prospects in the event of a default. The Rating Outlook is Stable. KEY RATING DRIVERS Acquisition of Navigator: NuStar's acquisition of Navigator Energy Services, LLC will provide NuStar with crude pipeline, gathering and storage assets in the Midland basin in the Permian, a basin with low-cost crude production and a strong growth profile. NuStar will also grow in size and scale in one of the most favorable production-profile basins in the U.S. while increasing its geographic diversity. Leverage Pressured Following Acquisition: NuStar's $1.475 billion acquisition of Navigator will cause credit metrics to be pressured in 2017 and into early 2018. Leverage (defined as adjusted debt to adjusted EBITDA) was 5.1x at the end of 2016. With the pending acquisition, Fitch projects leverage will be 6.2x-6.8x by the end of 2017. EBITDA is expected to grow substantially and leverage should fall to approximately 5.0x by the end of 2018. Distribution Coverage Expected to Weaken: Fitch projects that after common units are issued to partially finance the acquisition, the coverage ratio will fall below 1.0x. However, as volumes and EBITDA ramp up from the Navigator acquisition, Fitch project it will increase to approximately 1.0x by the end of 2018. Release from Support for Axeon: In 2014, NuStar provided financial support for an asphalt business it later sold, Axeon Specialty Products LLC. NuStar provided a $190 million term loan and up to $125 million of credit support to Axeon. When Axeon was sold to another party in February 2017, NuStar was repaid a portion of the amount outstanding on the term loan. NuStar no longer provides Axeon credit support. NuStar was paid $110 million for the Axeon term loan in the first quarter of 2017 (1Q17) and recorded a $58.7 million noncash impairment charge for the term loan in 4Q16. Fitch view the release from these obligations as favorable for NuStar. NuStar Logistics Debt: Fitch rates both NuStar and NuStar Logistics, L.P. (Logistics) debt issued by Logistics is guaranteed by NuStar and NuStar Pipe Line Operating Partnership L.P. (NPOP). Both Logistics and NPOP are the operating limited partnerships of NuStar, which is a publicly traded master limited partnership. DERIVATION SUMMARY The 'BB' rating reflects NuStar's size and scale, and near-term leverage following the Navigator acquisition. NuStar currently has a higher leverage profile than its investment-grade peers which operate in the crude oil, refined products pipelines and storage terminal segments, such as Buckeye Partners LP (BBB-/Stable). Fitch forecasts NuStar's leverage to be 6.2x-6.8x by year-end 2017 and 5.0x by year-end 2018. However, NuStar generates more stable operating cash flow and exhibits lower leverage compared to NGL Energy Partners LP (BB/Negative), which also has operations in the refined products segment. Furthermore, NuStar is smaller and less diverse than other peers such as Plains All American LP (BBB-/Negative) and Energy Transfer Partners (BBB-/Stable), whose size and scale provide operational and geographic diversification as well as advantage in accessing the capital markets. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for NuStar include: -- A base case commodity price for WTI of $50 for 2017, $50 for 2018, $52.50 for 2019 and $55 for the long term; -- Leverage increases and is in the range of 6.2x-6.8x by the end of 2017; -- Growth in EBITDA is significant in 2018, causing leverage to fall to approximately 5.0x by the end of 2018; -- No distribution growth for common unit-holders. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- While not expected in the near term, Fitch may take positive rating action if leverage falls below 5.0x for a sustained period of time provided that distribution coverage is at or above 1.0x. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Lack of access to capital markets; -- Failure to reduce growth capex if availability to fund growth is restricted or too heavily dependent on debt; -- Reduced liquidity; -- Deterioration of EBITDA and inability to meet growth expectations associated with capex spending and the Navigator acquisition; -- Significant increases in capital spending beyond Fitch's expectations that have negative consequences for the credit profile; -- Increased leverage beyond 6x for a sustained period of time. LIQUIDITY As of Sept. 30, 2017, the partnership had $33 million of cash and equivalents on the balance sheet. NuStar had used $886 million on the $1.75 billion revolver due 2020, including $7.7 million of letters of credit outstanding. Availability to draw on the revolver is restricted by the leverage covenant as defined by the bank agreement, which does not allow leverage to be greater than 5x for covenant compliance. However, if NuStar makes acquisitions that exceed $50 million, the bank-defined leverage ratio increases to 5.5x from 5.0x for two consecutive quarters. Nustar is currently subject to a 5.5x consolidated debt coverage ratio post-Navigator transaction. Fitch expects NuStar to remain covenant compliant. NuStar also has access to two short-term lines of credit with uncommitted borrowing capacity of $85 million. As of Sept. 30, 2017, there was $68 million of borrowings on these credit lines, leaving $17 million available for borrowing. The bank agreement definition of debt excludes debt proceeds held in escrow for the future funding of construction ($43 million as of Sept. 30, 2017), $403 million of junior subordinated debt, and $536 million of perpetual preferreds. The bank-defined leverage calculation also gives pro forma credit for EBITDA for material projects and acquisitions. In June 2015, NuStar established a $125 million receivable financing agreement that can be upsized to $200 million. As of Sept. 30, 2017, it had $125 million of accounts receivables in the securitization program for NuStar Finance LLC. Borrowings outstanding under the Receivables Financing Agreement totaled $46.1 million as of Sept. 30, 2017. Account receivables held by NuStar Finance are not available for claims of credits of NuStar. On Sept. 20, 2017, NuStar amended the securitization program and added certain NuStar Energy wholly owned subsidiaries resulting from the Navigator acquisition. The securitization program's scheduled termination date was extended from June 15, 2018 to Sept. 20, 2020, with the option to renew for additional 364-day periods thereafter. As of 3Q17, the company also has $350 million of notes due in 2018, and also has $402.5 million of junior subordinated notes callable in 2018, which are not due until 2043. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: NuStar Energy, L.P. -- Perpetual preferred equity 'B+'/'RR6'. Fitch currently rates NuStar: NuStar Energy, L.P. -- Long-Term Issuer Default Rating (IDR) 'BB'; -- Perpetual preferred equity 'B+'/'RR6'. NuStar Logistics, L.P. -- Long-Term IDR 'BB'; -- Senior unsecured notes 'BB'/'RR4'; -- Junior subordinated notes 'B+'/'RR6'. The Rating Outlook for both entities is Stable. NUSTAR ENERGY: Moody's Rates New Perpetual Preferred Units Ba3 -------------------------------------------------------------- Moody's Investors Service assigned a Ba3 (LGD6) rating to NuStar Energy L.P.'s proposed perpetual preferred units. The outlook is negative. The new preferred perpetual units are rated at the same level as the existing preferred perpetual units issued by NuStar Energy L.P. and two notches below the company's Ba1 Corporate Family Rating (CFR), reflecting their contractual and structural subordination to NuStar's unsecured obligations. NuStar Logistics L.P. is the primary operating subsidiary of NuStar and is the vehicle through which NuStar has issued all its public debt, including $1.75 billion revolving credit facility, various senior unsecured notes, rated Ba1, and fixed-to-floating subordinated notes, rated Ba2. NuStar Logistics L.P. debt is guaranteed by NuStar. The group will use the preferred unit proceeds for general partnership purposes, including funding of capital expenditures and repaying amounts outstanding under its senior unsecured revolving credit facility. "NuStar's preferred unit issuance will improve the company's liquidity profile and will help to support its deleveraging effort," commented Elena Nadtotchi, Moody's Vice President - Senior Credit Officer. RATINGS RATIONALE NuStar's Ba1 CFR is predicated on the company's ability to deliver robust growth in earnings and accelerated deleveraging after the strategic acquisition of Navigator Energy Services, LLC (Navigator) in the Permian Basin in May 2017. The $1.5 billion acquisition was 67% funded through issuance of equity and preferred perpetual units, but also increased NuStar's debt by around 1x EBITDA to $3.7 billion (after $0.14 billion in debt adjustments and including $0.4 billion subordinated notes in debt calculation). Moody's expects NuStar to maintain 2017 leverage of around 6x debt/EBITDA, pro forma of issuance of preferred units. After factoring on-going growth investments, Moody's projects that the company's distribution coverage ratio will remain low at below 1x in 2017. The Ba1 rating anticipates a material growth in earnings from the Permian Basin and some reduction in debt, with leverage improving to 5x and coverage ratio to over 1x next year. To accelerate the deleveraging, the company is issuing preferred perpetual units, that Moody's views as equity when calculating leverage. The Ba1 rating is supported by the breadth of the company's refined product and crude oil pipeline transportation infrastructure, storage and terminal assets, enhanced by the acquisition. Moody's expect NuStar's 2017 EBITDA to reach about $600 million and pipeline transportation and storage to contribute about 50% of EBITDA each. NuStar's EBITDA is currently over 95% fee-based and supported by long-term contracts with minimum volume commitments in Eagle Ford, as well as acreage dedications in the Permian Basin. With the expiration of contracts covering approximately half of its aggregate daily throughput in the Eagle Ford Shale in 2018, the company will be exposed to higher pricing pressures in the Eagle Ford area. This may reduce the pace of growth in earnings next year, even as the company expects the Permian volumes and earnings to grow strongly. The negative outlook on all NuStar's ratings reflects elevated risks of achieving a meaningfully higher EBITDA in 2018. NuStar's SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity through 2018. NuStar's liquidity profile is constrained by its high payout MLP model, heavy utilization of its revolver and projected moderate covenant compliance cushion. NuStar's principal source of liquidity is a $1.75 billion 2020 revolving credit facility, with $863 million availability as of September 30 (before accounting for any prepayments from the proceeds from the preferred perpetual units). This should be sufficient revolver capacity to fund NuStar's capital needs through 2018. The credit facility is unsecured, but drawings are subject to a material adverse change clause. The credit facility has one financial covenant (debt/EBITDA of no greater than 5.0x, increasing to 5.5x for two quarters after an acquisition until the end of 2017). Covenant compliance cushion is limited, with compliance of 4.8x at September 30, 2017. However, the preferred issuance should help NuStar to maintain covenant compliance through 2018. In the near term, NuStar Logistics L.P. will need to refinance its 7.65% $350 million senior notes due in April 2018. Also, NuStar Logistics L.P.'s 7.625% $402.5 million fixed-to-floating rate subordinated notes due 2043 will become callable in January 2018. NuStar Logistics L.P.'s next significant maturity will be $450 million 4.80% senior notes due 2020. NuStar's ratings could be downgraded if Debt/EBITDA does not decline as forecasted to a level at or below 5x with distribution coverage rising above 1x in 2018. While an upgrade is not likely in the near-term, Debt/EBITDA approaching 4x on a sustainable basis and distribution coverage maintained above 1.1x could result in an upgrade of NuStar's ratings. The principal methodology used in this rating was Midstream Energy published in May 2017. NuStar Energy L.P. is a publicly traded energy master limited partnership. NUSTAR ENERGY: S&P Lowers CCR to 'BB' on Lower EBITDA Forecast -------------------------------------------------------------- S&P Global Ratings said it lowered its corporate credit rating on NuStar Energy Partners L.P. and its issue-level rating on the company's senior unsecured debt to 'BB' from 'BB+'. The outlook is negative. S&P said, "At the same time, we lowered our rating on the company's senior unsecured debt to 'BB' from 'BB+' based on the '3' recovery rating. The '3' recovery rating indicates our view that lenders can expect meaningful (50%-70%; rounded estimate: 50%) recovery if a payment default occurs. In addition, we lowered our rating on the company's subordinated debt to 'B+' from 'BB-' based on a '6' recovery. The '6' recovery rating reflects our expectation of negligible (0%-10%; rounded estimate: 0%) recovery if a payment default occurs. "The downgrade reflects our view that due to underperformance in the base business and lower EBITDA projections for 2018, leverage will remain above 6x on a sustained basis and distribution coverage below 1x in 2018. Due to both increased costs and lower revenue at some facilities due to hurricanes and unexpected and unplanned turnarounds at customer refiners, NuStar has revised its EBITDA projections for 2017 downward by $25 million. EBITDA projections for 2018 are lower than our previous expectations due to storage contract roll off, stalled projects, and lower-than-anticipated throughputs in the Eagle Ford. As a result, we expect distribution coverage to remain below 1x through 2018. In addition, the issuance of the proposed preferreds will bring NuStar's capital structure percentage of hybrids well above S&P Global Ratings' threshold of 15%. We therefore view NuStar's financial policy as more aggressive given its inability to access the common equity markets. This revision in treatment will contribute to higher than previously anticipated leverage going forward. "The negative outlook on NuStar reflects our view that leverage will remain elevated and distribution coverage will remain below 1x in 2018 due to underperformance in its base business. We expect leverage to remain above 7x in 2018 on an S&P Global Ratings adjusted basis and distribution coverage to remain below 1x. "We could consider lowering the ratings if NuStar cannot raise its distribution coverage ratio above 1x with a cushion between 1.1x and 1.2x in the next 18 months while leverage remains above 6x on an adjusted basis. This could occur due to continued inability to access the common equity markets or slower-than-projected growth from the Navigator acquisition. "We could revise the outlook to stable if NuStar is able to maintain distribution coverage well above 1.1x while maintaining debt to EBITDA below 7x on an adjusted basis." NUWELD INC: Caterpillar Financial Says Disclosures, Plan Misleading ------------------------------------------------------------------- Caterpillar Financial Services Corporation filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania an objection to Nuweld, Inc.'s disclosure statement accompanying the plan dated Sept. 20, 2017. On Sept. 25, 2017, the Debtor filed its proposed Disclosure Statement and Plan of Reorganization. The Plan purports to pay CAT Financial's claim over a period of 60 months together with interest at a rate of 7.45% per annum, with a monthly payment of $3,525.72. According to CAT Financial, the Disclosure Statement and Plan are incorrect, misleading, and do not provide adequate information with respect to the treatment of CAT Financial in these respects: a. the budget attached to the Disclosure Statement reflects a lower payment to CAT Financial ($2,936) that the proposed payment in Section 4.4 of the Disclosure Statement and Section 4.4 of the Plan; b. the Disclosure Statement states that CAT Financial is secured by five hydraulic excavators. As set forth in the proof of claim, CAT Financial's claim is secured by seven hydraulic excavators and a one track loader; c. the Disclosure Statement does not provide that CAT Financial is entitled to payment of post-petition amounts recoverable under Section 506(b) of the Bankruptcy Code as an over-secured creditor; and d. the Disclosure Statement and Plan do not provide that any additional amounts due and owing to CAT Financial not otherwise paid through the monthly amortized payments must be paid at the end of the term. CAT Financial claims that the treatment of CAT Financial as proposed in the Plan is deficient because, among other reasons, the 60-month term is excessive in comparison to the few scheduled payments remaining as of the Petition Date. CAT Financial reserves the right to file objections to the Plan at the appropriate time, in its discretion. CAT Financial has raised these issues with counsel for the Debtors and the parties have been and will continue to work toward a consensual resolution. Therefore, CAT Financial is filing this objection in an abundance of caution while discussions are ongoing. A copy of the Objection is available at: http://bankrupt.com/misc/pamb16-02115-208.pdf Caterpillar Financial can be reached at: Peter S. Russ, Esq. BUCHANAN INGERSOLL & ROONEY PC One Oxford Centre 301 Grant Street, 20th floor Pittsburgh, PA 15219 Tel: (412) 562-8800 About Nuweld, Inc. Williamsport, Pennsylvania-based Nuweld, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 16-02115) on May 18, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Timothy Satterfield, president. Judge John J Thomas presides over the case. Mark J. Conway, Esq., at the Law Offices of Mark J. Conway PC and Brian E Manning, Esq., at the Law Offices of Brian E. Manning serve as the Debtor's bankruptcy counsel. OAK CLIFF DENTAL: Court Says Appointment of Ombudsman Not Necessary ------------------------------------------------------------------- Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas finds that the appointment of a patient care ombudsman in the chapter 11 bankruptcy of Oak Cliff Dental Center, PLLC, is not necessary. About Oak Cliff Dental Center Oak Cliff Dental Center, PLLC, operates a single office dental practice at 820 N. Zang Blvd., Suite 110, Dallas Texas. The dental center has operated continuously since April 1, 2014. Its sole member and equity holder is Angela L. Jones, DDS. Separately Dr. Jones filed a personal Chapter 13 bankruptcy under Case No. 17-33489. Oak Cliff Dental Center, PLLC, filed for chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-33780) on Oct. 4, 2017, and is represented by Robert M. Nicoud, Jr., Esq., of Olson, Nicoud & Gueck, LLP. OCEAN CLUB: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Ocean Club of Walton County, Inc. 8955 Hwy. 98 W., #107 Miramar Beach, FL 32550 Type of Business: Ocean Club of Walton County, Inc. operates the Ocean Club seafood restaurant located at the entrance to Tops'l Beach & Racquet Resort and across the street from Sandestin Golf and Beach Resort in Destin. The restaurant's menu includes Smoked Scottish Salmon, Steamed Prince Edward Island Mussels Provencale, Buttermilk Fried Calamari, and Shrimp Cocktail. The Ocean Club prides itself on providing live entertainment from the Emerald Coast artists. Web site: http://theoceanclubdestin.com/ Chapter 11 Petition Date: November 14, 2017 Case No.: 17-31019 Court: United States Bankruptcy Court Northern District of Florida (Pensacola) Judge: Hon. Jerry C. Oldshue Jr. Debtor's Counsel: Jodi Daniel Cooke, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 41 N. Jefferson Street, Suite 111 Pensacola, FL 32501 Tel: 850-637-1836 Fax: 850-791-6545 E-mail: jcooke@srbp.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Cary Shahid, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flnb17-31019_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flnb17-31019.pdf PACKERS HOLDINGS: Fitch Assigns B- Long-Term Issuer Default Rating ------------------------------------------------------------------ Fitch Ratings has assigned Packers Holdings, LLC (PSSI) a 'B-' Long-Term Issuer Default Rating (IDR). Fitch has also assigned 'B+'/'RR2' long-term ratings to the company's proposed $575 million 1st lien senior secured term loan, maturing in 2024, as well as its proposed $50 million 1st lien senior secured revolver, expiring in 2022. The Rating Outlook is Stable. The ratings are based on Fitch's expectation that PSSI will complete its proposed recapitalization as planned, including the refinancing of all of the company's existing debt. The recapitalization will extend debt maturities and fund a $340 million distribution to existing shareholders. As part of the recapitalization, in addition to the proposed $625 million first lien credit facility the company has proposed an additional $280 million of senior unsecured notes due in 2025 that will be privately placed and unrated. KEY RATING DRIVERS PSSI's rating is supported by its position as one of the largest contract sanitation companies serving the food-processing industry in North America. The firm has a limited set of competitors that can match the size, scale, and nimbleness of its workforce. The rating reflects the highly regulated and complex nature of both protein and non-protein food processing facility sanitation standards in North America. Particularly specialized is the need for PSSI's protein customers to pass daily on-site USDA inspections prior to production. The rating also reflects an aggressive financial policy, the nature of PSSI's customer contracts, and its consistently positive FCF margins. PSSI's Debt/EBITDA was roughly 6.1x as of Dec. 31, 2016, which was down from 8.7x and 7.7x at the same time in 2014 and 2015 respectively. Fitch expects pro forma Debt/EBITDA to be roughly 8.7x for FY2017. PSSI's FFO Adjusted Leverage was roughly 6.0x as of Dec. 31, 2016, which was down from roughly 7.9x at the same time in 2015. Fitch expects PSSI's leverage to trend downward after 2017 driven by stable organic revenue growth, expending profit margins and limited capex and acquisitions. Rating concerns include PSSI's elevated leverage, history of debt-funded shareholder-friendly activities and a meaningful level of customer concentration. Other potential risks to the rating include continued pressure on food and grocery retailers, a shift to the in-sourcing of sanitation services among PSSI's existing clients and the potential for large well-capitalized competitors to enter the contract sanitation market. Fitch notes that other trends such as increased regulation, more complex sanitation requirements from increased automation and further consolidation in the food-processing industry have historically been positive for the company. DERIVATION SUMMARY PSSI's rating is supported by its market position as one of the largest contract sanitation companies serving the food processing industry in North America. The rating is further supported by the company's consistent and expanding profit margins, long-held, blue-chip customer relationships and positive FCF margins. These factors are offset by the company's elevated leverage, aggressive financial policy, and customer concentration. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for the issuer include: -- Single-digit organic revenue growth through the medium-term; -- Flat-to-slightly declining levels of capital intensity due to asset-light nature of operations; -- Stable operating margins with potential for incremental expansion; -- Continued positive FCF generation; -- Continued tuck-in acquisition strategy; -- Additional shareholder-friendly activities in the medium term. Recovery Analysis and Considerations For issuers with IDRs at 'B+' and below, Fitch performs a recovery analysis for each class of obligations. Issue ratings are derived from the IDR and the relevant Recovery Rating (RR) and notching based on expected recoveries in a going concern and liquidation reorganization scenario for each of the company's issues. The RR and notching in the debt structure reflect Fitch's recovery expectations under a scenario in which distressed enterprise value is allocated to the various debt classes. PSSI's pro forma capital structure includes a $625 million first-lien senior secured credit facility, consisting of a $575 million term loan and a $50 million revolver. The term loan and revolver mature in 2024 and 2022 respectively. The pro forma capital structure also contemplates a $280 million senior unsecured private placement which matures in 2025. The security for the 1st lien facility consists of all tangible and intangible assets of PSSI and its direct and indirect material wholly owned domestic subsidiaries. As a result of Fitch's estimated post-restructuring enterprise value, the expected Recovery Rating for the first-lien senior secured term loan and revolver is 'RR2', indicating recovery prospects in the range of 71% to 90%. In case of insolvency, Fitch assumes PSSI will be restructured and assesses the going concern EBITDA to be significantly lower than its current pro forma performance assuming the loss of a major customer as a likely driver for any necessary restructuring. The $50 million revolver is assumed to be fully drawn upon default. Fitch uses a 7.0x multiple when calculating the enterprise value of the post-restructured PSSI, which is higher than an industry average post-restructuring multiple of 5.5x, as observed by Fitch. The higher than the industry average post-restructuring multiple is driven by strength of the business profile, the stickiness of PSSI's customer relationships, growing regulatory trends and the mission-critical nature of its service to its clients. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Factors that could lead to a negative rating action include increased leverage to above historical levels; a significant deterioration in fixed charge coverage; a significant deterioration in profitability, FCF, or available liquidity; or the loss of a major customer. Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- An upgrade is not expected over the medium-term. Longer-term factors that could lead to a positive rating action include a shift to a more conservative financial policy, continued healthy top-line growth, further improvement in EBITDA margins, and a significant reduction in debt-funded shareholder friendly activities. LIQUIDITY PSSI has adequate liquidity supported by Fitch's expectation of continued positive FCF generation through the medium-term, the company's current cash on hand and the newly proposed $50 million revolver. Fitch does not consider any of the company's cash to be restricted and Fitch do not believe the company requires material cash balance to sustain operations given its highly variable cost structure and minimal fixed costs. The company does not have a material amount of cash held overseas as the vast majority of its operations are within the U.S. The company's pro forma debt structure consists of a $50 million 1st lien revolving credit facility, $575 million senior 1st lien term loan B, and $280 million of senior unsecured notes. The revolver matures in 2022. The term loan amortizes at 1% per year and matures in 2024, and the unsecured notes are due in 2025. Fitch considers the company's limited near-term maturities to be favorable. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings to Packer Holdings, LLC. -- Long-term IDR 'B-'; -- Senior 1st lien secured revolver 'B+/RR2'; -- Senior 1st lien secured term loan 'B+/RR2'; The Rating Outlook is Stable. PARETEUM CORP: Closes $12 Mil. Firm Commitment Public Offering -------------------------------------------------------------- Pareteum Corporation closed a firm commitment underwritten offering of 9,009,478 shares of common stock, 4,034 shares of preferred stock (each of which shares is an equivalent of 1,000 shares of common stock), and five-year warrants to purchase up to 7,478,228 shares of common stock exercisable at $1.05 per warrant. The offering was priced at $0.92 per share of common stock and $920.00 per share of preferred stock. The Company received net proceeds from the offering of approximately $10.7 million, after deducting the applicable underwriting discount and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for general working capital and corporate purposes. Dawson James Securities, Inc. served as the sole bookrunner for the offering. A registration statement on Form S-1 relating to these securities has been filed with the U.S. Securities and Exchange Commission and became effective on Nov. 6, 2017. The offering was made only by means of a prospectus. Copies of the final prospectus relating to this offering may be obtained by contacting Dawson James Securities, Inc., Attention: Prospectus Department, 1 North Federal Highway, 5th Floor, Boca Raton, FL 33432, mmaclaren@dawsonjames.com or toll free at 866.928.0928, or by accessing the SEC's website at www.sec.gov. About Pareteum Corp New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known as Elephant Talk Communications, Inc. -- http://www.pareteum.com/ -- is an international provider of business software and services to the telecommunications and financial services industry. Squar Milner, LLP, in Los Angeles, California, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, has an accumulated deficit of $287,080,234 and has negative working capital. This, according to the auditors, raises substantial doubt about the Company's ability to continue as a going concern. Pareteum incurred a net loss of $31.44 million for the year ended Dec. 31, 2016, following a net loss of $5 million for the year ended Dec. 31, 2015. The Company's balance sheet at June 30, 2017, showed $11.56 million in total assets, $15.45 million in total liabilities and a total stockholders' deficit of $3.88 million. As of Sept. 30, 2017, Pareteum had $10.28 million in total assets, $15.16 million in total liabilities and a total stockholders' deficit of $4.87 million. PDC ENERGY: Moody's Rates Proposed $600MM Sr. Unsecured Notes 'B1' ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to PDC Energy's proposed offering of $600 million senior unsecured notes due 2026. The company's Ba3 Corporate Family Rating (CFR) and other ratings were unchanged. The net proceeds from the notes offering are expected to be primarily used to redeem its $500 million notes due 2022 and to fund a portion of a previously announced acquisition of certain properties owned by Bayswater Exploration & Production, LLC. The outlook remains stable. Assignments: Issuer: PDC Energy -- Senior Unsecured Regular Bond/Debenture, Assigned B1(LGD4) RATINGS RATIONALE The proposed notes, along with the $400 million senior unsecured notes due 2024, are rated B1, one notch below the CFR reflecting the effective subordination to the borrowing base revolving credit facility (unrated) due 2020. The revolver is secured by a pledge of substantially all assets of the company and ranks ahead of the senior notes. The $200 million 1.125% convertible notes due 2021 are rated B1, as they rank equal in right of payment to the senior notes. PDC's Ba3 CFR reflects PDC's sizeable production base of about 92,000 boe/d that is expected to grow further in 2018, strong expected credit metrics in 2018 driven by a solid balance sheet, and improving operating and capital efficiencies. PDC has few drilling requirements and low sustaining capital expenditures for its Wattenberg acreage, and will benefit from good hedging into 2018 and moderate hedging in 2019. The rating also reflects its large drilling inventory, considerable flexibility with the size of its capital expenditure program, and the growth in its liquids production, primarily from the Delaware Basin. PDC's rating is constrained by its primary production concentration in one basin, the Wattenberg Field of the Rocky Mountain region, even though its production from the Delaware Basin acreage in the Permian has increased rapidly from a small base. Moody's expects the company will outspend cash flow through 2019 in order to fund the development of its Permian acreage. Additionally, PDC has a comparatively large ratio of proved undeveloped reserves (PUDs) relative to its total proved developed reserves compared to its peers, which will require high capital spending to develop in the future. The outlook is stable given Moody's expectation that the company will continue to maintain strong cash flow based leverage metrics and capital efficiency metrics as it develops its Permian acreage. The company's ratings could be upgraded should the company successfully execute on further diversifying its production by developing its Delaware Basin acreage so that it accounts for over 25% of total production while comfortably maintaining RCF to debt over 50% and LFCR above 1.5x. The company's ratings could be downgraded if RCF to debt falls below 30%, or should capital productivity decline to the extent that PDC's leveraged full-cycle ratio is below 1.0x. PDC Energy is an independent exploration and production company headquartered in Denver, Colorado. The principal methodology used in this rating was Independent Exploration and Production Industry published in May 2017. PDC ENERGY: S&P Rates New $600MM Senior Unsecured Notes 'BB-' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating (the same as the corporate credit rating) to Denver–based PDC Energy Inc.'s proposed $600 million senior unsecured notes. The company will use the note proceeds to redeem its existing 7.75% senior notes due 2022, to fund a portion of the purchase price of the previously announced acquisition of certain properties owned by Bayswater Exploration & Production LLC and certain related parties, and for general corporate purposes. The recovery rating is '3', indicating our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery to creditors in the event of a payment default. The ratings on PDC Energy reflect our assessment of the company's weak business risk profile and significant financial risk profile. These assessments incorporate the company's midsize proved reserve base, solid production growth profile, modest diversification with core operations in the Permian and DJ Basin, balanced production between liquids and gas, exposure to the highly cyclical oil and gas exploration and production industry, and conservative financial policies. Ratings List PDC Energy, Inc. Corporate Credit Rating BB-/Stable/-- Rating Assigned $600 mil sr unsecured notes BB- Recovery Rating 3(65%) PEAK WEB: Court Narrows Claims in Machine Zone's Lawsuit -------------------------------------------------------- Judge Peter C. McKittrick of the U.S. Bankruptcy Court for the District of Oregon sustained in part and overruled in part Debtor Peak Web LLC's objection to the amended claim of Machine Zone, Inc., seeking disallowance of the amended claim as untimely. The Third Amended Complaint filed by Machine Zone on which the Second Amended Claim is based vastly expands the allegations of misconduct. It alleges for the first time that the parties had, before they entered into the 2015 Master Service Agreement, Service Level Agreement, and associated Service Orders, entered into a 2014 MSA. It again alleged claims for breach of the 2015 MSA, declaratory relief of the right to terminate that MSA, and breach of the covenant of good faith and fair dealing with regard to the 2015 MSA. The claims that are the subject of the timeliness objection are the claims based on fraud: (1) fraudulent inducement and rescission relating to the 2015 MSA; (2) fraudulent concealment as to the 2014 MSA; (3) fraudulent concealment as to the 2015 MSA; (4) negligent misrepresentation; (5) false advertising; and (6) unfair competition. Upon evaluation, the Court finds that the claims for fraudulent concealment with regard to the 2014 MSA and the false advertising claim are time-barred. Affirmative claims for relief based on allegations of misrepresentations and concealments that pre-date the late 2014 time period alleged in the original complaint are also time-barred. The Debtor's objection to the Second Amended Claim is thus sustained with regard to those claims and specifications of fraud. It is otherwise overruled. The ruling does not address the merits of the Second Amended Claim, which will be determined in California state court. Further, the ruling limits the affirmative relief Machine Zone may seek from the debtor. But it is not intended to limit evidence submitted in support of the surviving claims, to the extent the state court determines that the evidence is relevant. Nor does the Court express any opinion as to whether claims that are disallowed as time-barred may be used for recoupment or setoff, or whether Machine Zone can defend based on facts alleged in the barred claims. A full-text copy of Judge Peter C. McKittrick's Memorandum Opinion dated Nov. 8, 2017, is available at: http://bankrupt.com/misc/orb16-32311-11-903.pdf About Peak Web Headquartered in Oregon, Peak Web, LLC, doing business as Peak Hosting, is a managed-service company that provides the servers, storage, network, datacenter, and staff for some of the largest online businesses. Peak's operations and engineering teams currently support 26 customers in industries spanning online and mobile gaming, finance, real estate, consulting, and big data companies. Peak has 50% of its data center pre-built and ready for new customers. This equates to about 100 racks of space, which can accommodate approximately 2,000 additional servers for the expansion of new and existing customers. Peak Web sought Chapter 11 creditor protection (Bankr. D. Ore. Case No. 16-32311) on June 13, 2016. The petition was signed by Jeffrey E. Papen as CEO. The case is assigned to Judge Peter C. McKittrick. The Debtor estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The Debtor has engaged Tonkon Torp LLP as general counsel; Ropers Majeski Kohn Bentley PC as its special counsel; and Susman Godfrey LLP as its litigation counsel. The Debtor retained Cascade Capital Group, LLC as consultant and Mark Calvert as chief restructuring officer. Gail Brehm Geiger, acting U.S. trustee for Region 18, on June 24, 2016, appointed four creditors of Peak Web LLC to serve on the official committee of unsecured creditors. Lightower Fiber Networks was appointed on June 28 to serve on the official committee. The Committee retained Ball Janik LLP as counsel. PENICK PRODUCE: Wants to Preserve Plan Exclusivity Until Jan. 31 ---------------------------------------------------------------- Penick Produce Company, Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of Mississippi to extend the periods in which only the Debtors may file a Chapter 11 plan through January 31, 2018, and solicit acceptance of that plan through April 2, 2018, without prejudice to their right to seek further extensions of the Exclusive Periods. This is the Debtors' second request for extension of the Exclusivity Periods. Since the Petition Date, the Debtors note that they have reached agreement with BancorpSouth Bank providing for their continued use of cash collateral as evidenced by interim and final agreed orders and extensions thereof. The Debtors believe they will be able to successfully sustain and continue operations through use of cash collateral for the remainder of the pendency of these cases. Additionally, the Debtors claim that they have engaged Legacy Capital as their investment banker, which has successfully identified a preferred transaction partner. Negotiations toward finalizing a letter of intent solidifying the primary transaction terms remain ongoing. Several interested alternative transaction parties were also identified by Legacy Capital and remain interested in one or more transactions if negotiations with the current transaction partner do not result in agreement. The Debtors tell the Court that they have continued to provide information and status reports to BancorpSouth Bank and the Committee in order to cooperate and collaborate on these restructuring efforts, to the extent possible and to minimize cost and distraction. Moreover, the Debtors contend that they have also obtained final determination of the fixed amount of all Perishable Agricultural Commodities Act trust claims and of all other produce claims of farmers that do not hold trust claims, with the exception of one claim that remains disputed. The Debtors assert that they intend to quickly reorganize and exit bankruptcy -- it was their intent to avoid filing altogether -- but the Debtors believe that all parties are genuinely interested in seeing the Debtors reorganize so that the return to creditors will be maximized. Thus, the Debtors do not seek to delay or stall these proceedings for any improper purpose. The Debtors tell the Court that they have already commenced preparatory work to formulate a plan and disclosure statement founded upon the closing of the transactions to their preferred buyer as the means for exit. However, the Debtors assert that until there is sufficient certainty that the parties have agreement and that these transactions will close, and the specific terms of the transaction are known and agreed to, it is imprudent to attempt to propose a plan or plans for confirmation. About Penick Produce Company Founded in 1991, Penick Produce Co., Inc., is a small organization in the fresh fruits and vegetable companies industry located in Vardaman, Mississippi. Penick Produce, Co., and affiliates Penick Business LP and Penick LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Lead Case No. 17-11522) on April 26, 2017. The petitions were signed by Robert A. Langston, president. At the time of the filing, Penick Produce estimated assets at $10 million to $50 million and debt at $1 million to $10 million. Judge Jason D. Woodard presides over the cases. The Debtors are represented by Douglas C. Noble, Esq., at McCraney, Montagnet, Quin & Noble, PLLC. The Debtors tapped Legacy Capital, Inc. as investment banker. An official committee of unsecured creditors was appointed by the U.S. Trustee on May 16, 2017, and modified on May 18, 2017. The committee retained the Law Office of Derek A. Henderson, as counsel. PETCO ANIMAL: Bank Debt Trades at 19.25% Off -------------------------------------------- Participations in a syndicated loan under Petco Animal Supplies is a borrower traded in the secondary market at 80.75 cents-on-the-dollar during the week ended Friday, November 10, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.20 percentage points from the previous week. Petco Animal Supplies pays 325 basis points above LIBOR to borrow under the $2.506 billion facility. The bank loan matures on Jan. 26, 2023 and Moody's did not give any rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 10. PETSMART INC: Bank Debt Trades at 17.25% Off -------------------------------------------- Participations in a syndicated loan under Petsmart Inc is a borrower traded in the secondary market at 82.75 cents-on-the-dollar during the week ended Friday, November 10, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.91 percentage points from the previous week. Petsmart Inc pays 300 basis points above LIBOR to borrow under the $4.246 billion facility. The bank loan matures on Mar. 10, 2022 and Moody's Ba3 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 10. PHOTO STENCIL: Files Chapter 11 Plan of Liquidation --------------------------------------------------- Photo Stencil, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement dated Oct. 30, 2017, referring to the Debtor's plan of liquidation dated Oct. 23, 2017. Class 7 Unsecured Claims are impaired by the Plan. The claimants will receive a pro-rata distribution of all monies remaining after collection and liquidation of the Debtor's assets and payment of Unclassified Priority Claims, taxes, allowed secured claims, and reasonable closing costs. Distribution will occur as soon as the final avoidance action, if any, is concluded. Payments due to any claimant lower than $25 will not be required to be made by the Debtor. The Plan will be funded from the sale of all of the Debtor's personal property, operating assets along with the lease for the Golden Facility. The sale of assets will occur as a going concern. To the extent the Court establishes, prior to the Effective Date of the Plan, any procedures governing the liquidation of the Debtor's assets, the procedures will apply notwithstanding the confirmation of the Plan. The Debtor anticipates receiving multiple offers for purchase of its assets, and it will select the best offer subject to approval by the Court. The buyer with the best offer will enter into a definitive purchase agreement with the Debtor. The definitive purchase agreement will be filed with the Court. If there are no objections to the sale, the transaction will close. The Debtor anticipates that the Closing Date of the liquidation will occur before the voting process is complete. All creditors will have had notice of the sale and an opportunity to object. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/cob16-16897-346.pdf About Photo Stencil Photo Stencil, LLC, designs and makes high-performance stencils, squeegee blades, and tooling for the surface mount assembly, solar, and semiconductor industries. The company designs and manufactures high end stencils for the electrical component industry and is the only such company with such capability in North America. It operates out of its facility located at 16080 Table Mountain Parkway, Suite 100, Golden, Colorado. Photo Stencil filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-16897) on July 12, 2016. The petition was signed by Eric Weissman, CEO. The Debtor estimated assets of $1 million to $10 million and debt of $10 million to $50 million at the time of the filing. The case is assigned to Judge Michael E. Romero. The Debtor is represented by Lee M. Kutner, Esq., at Kutner Brinen, P.C. PHOTO STENCIL: The Albers Buying All Assets for $3.4 Million ------------------------------------------------------------ Photo Stencil, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of substantially all assets to The Albers Group, LLC or assignee for approximately $3,366,030. The objection deadline is Nov. 30, 2017. The Debtor's production facility and office is located in a building that the Debtor subleases from Pixelteq, Inc. pursuant to a sublease dated in April 2014 ("Production Plant"). Despite the sublease date, it took an extended amount of time to improve the facility and for the Debtor to move into the facility which only occurred in January 2016. The facility has been improved by the Debtor at a cost of approximately $3 million in tenant improvement and equipment. The monthly rent for the facility is approximately $41,813 plus other amounts due under the sublease. The Debtor has been plagued throughout the case by the inability to assume its sublease of the Production Plant. This is because there are several mechanics liens encumbering the Production Plant that the Debtor needs to pay off in order to assume its underlying sublease. In addition, the Debtor is behind on paying pre-petition rent on the sublease and has recently not been able to pay the full amount of current rent under the sublease, however the Debtor has paid a negotiated reduced rent amount of $15,000 in September and October. The last date for the Debtor to assume or reject its non-residential real property lease has been extended several times until the current date of Nov. 16, 2017. The Debtor's assets are all subject to several liens and equipment leases and finance agreements. The first security interest or assignee under a post-petition factoring agreement is Bay View Funding or assigns. The Bay View claim is approximately $110,000 and Bay View is the assignee or owner of all of the Debtor's accounts receivable. The accounts receivable have gone down over the prior months and now total approximately $217,000. The senior lender on all assets other than accounts receivable is PMC Financial Services Group, LLC. The PMC claim is approximately $2,000,000. The Debtor's assets are also subject to a secured claim held by TKF Interim Funding H, LLC. The TKF loan has an outstanding balance of approximately $4,900,000. The TKF loan is also secured by all accounts receivable and personal property, though junior to Bay View and PMC. The Debtor also owns or leases several items of equipment that are subject to the claims of lessors and holders of purchase money security interests. Given the value of the Debtor's assets, it appears that Bay View is fully secured and PMC is undersecured. TKF is totally unsecured. The Debtor has attempted to turn its business around during the course of the Chapter 11 case without success. It has been able to negotiate continuing extensions of the time to assume its sublease of the Production Plant and has refinanced its ongoing factoring program through, Bay View, a new lender. In addition, the Debtor has attempted to work out reductions on the mechanics liens that encumber the Production Plant. Despite this effort, it does not have the funding to see its program through and operate at a profit. Bay View has recently curtailed the Debtor's factoring program and will no longer acquire accounts receivable from Intel Corp. for various reasons. The Debtor believes that unless it is sold on an emergency basis as quickly as possible it will have to close and the remaining value of the Debtor as a going concern will be lost. The Debtor has determined that it is in the best interest of the estate and creditors for the Debtor to sell its assets rather than reorganize. It does not have funds with which to continue and maintain ongoing operations to a level that is sufficient to enable the Debtor to propose a meaningful Plan of Reorganization. This is due in large part because the Debtor does not have the funds with which to operate and fund ongoing operations. In fact, it is delinquent in payment of post-petition obligations and cannot continue to operate and increase its post-petition obligations. If the Debtor can be sold as a going concern, the Debtor will be able to maximize a recovery for PMC, repay Bay View, generate funds to allow for the assumption and assignment of the underlying sublease of the Production Plant, and produce funds to pay administrative expenses and priority taxes. Some funding may also be made available for unsecured creditors. The Debtor has already filed a Liquidating Plan of Reorganization and a Disclosure Statement to provide for the distribution of funds and assets that will not be needed on the sale closing date or will be excluded from the sale. The United States Trustee has also filed a Motion to Convert Case to Chapter 7 which it will proceed with if the Debtor cannot accomplish a quick sale of assets. The Debtor has filed a notice providing all parties in interest with 21 days within which to object to the sale, including the assumption and assignment of executory contracts and unexpired leases. It also asks that the Court schedule a hearing to consider the sale of substantially all of the Debtor's assets. The Debtor asks entry of an order approving the sale of substantially all of the Debtor's assets free and clear of liens, claims, and other encumbrances. The Sale Order would (i) authorize and approve the sale of the assets of the Debtor's estate to the proposed Purchaser, and (ii) approve the assumption and assignment of any executory contracts and unexpired leases to be transferred to the Purchaser. Any sale will include all of the Debtor's assets except for the excluded assets. The Debtor has solicited bids for its assets from a wide array of potential buyers. It believes that given the bids received, there is virtually no realistic scenario under which any recovery could be made that would pay the secured creditors in full and return more money to unsecured creditors. As a result, given the fact that it is believed that Bay View, PMC and TKF are satisfied with the bid results there is no purpose to be served through further marketing of the assets. In additions, the Debtor does not have the funding to survive further marketing. Not all of the Debtor's assets will be sold to the Purchaser. It will retain their avoidance actions under Part 5 of the Bankruptcy Code and cash and accounts receivable that are not needed to repay the Bay View loan. The Debtor has signed a Letter of Intent with the Purchaser for the sale of its assets and business. The LOI and sale are subject to Court approval. The Debtor and the Purchaser are negotiating and drafting a formal asset purchase agreement that will be signed and filed with the Court at least 5 business days prior to the sale hearing. The total consideration for the purchase is approximately $3,366,030. The purchase price is comprised of these components: a. $1,250,000 in assumed debt owed to PMC based upon a renegotiation of terms for the assumed debt. The balance of the PMC debt will be unsecured; b. $1,030,000 will be paid in the form of cash through a wire transfer to the Debtor at closing; c. $106,030 will be paid through assumption of normal payroll related expenses due to employees; d. $100,000 will be paid into escrow at Wells Fargo Bank to meet any adjustments that arise out of the sale during the 45 days following the closing date; and e. $880,000 will be paid through the Purchaser's assumption, based upon an agreement that it must reach with Intel Corp, of the Debtor's obligation to Intel Corp. consisting of an unearned revenue liability which was previously assumed by the Debtor post-petition. The Debtor will have to provide for the assumption and assignment of several leases to the Purchaser on the closing date. The principal lease will be the Debtor's sublease of the Production Plant. The Debtor will be required to negotiate an acceptable resolution of the lease assumption and assignment and other obligations at a reduced cost since the contract price is insufficient to satisfy cure obligations and administrative expenses. In addition the Debtor will be required to assign the Forum Financial and Airgas leases and agreements. In the event that the Debtor cannot negotiate acceptable assumptions and assignments of these three leases and contracts, the sale agreement will not close and there will be no sale. The Debtor will sell its assets free and clear of liens, claims and encumbrances and other interests. The sale will include provisions for the sale of certain executory contracts and unexpired leases which will be assumed and assigned to the Purchaser. A copy of the LOI attached to the Motion is available for free at: ttp://bankrupt.com/misc/Photo_Stencil_356_Sales.pdf The Debtor therefore respectfully submits that a prompt sale is in the best interest of creditors and will maximize the amount that creditors may realize on account of their claims in the case. Accordingly, it asks the Court to approve the relief sought. The Creditors: PMC FINANCIAL SERVICES GROUP, LLC 3816 East LaPalma Avenue Attn: Timothy Rafanello Anaheim, CA 92807 TKF INTERIM FUNDING II, LLC 2595 Canyon Blvd. Suite 420 Attn: Gary Jacobs Boulder, CO 80302 About Photo Stencil Photo Stencil, LLC, designs and makes high-performance stencils, squeegee blades, and tooling for the surface mount assembly, solar, and semiconductor industries. The company designs and manufactures high end stencils for the electrical component industry and is the only such company with such capability in North America. It operates out of its facility located at 16080 Table Mountain Parkway, Suite 100, Golden, Colorado. Photo Stencil filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-16897) on July 12, 2016. The petition was signed by Eric Weissman, CEO. The Debtor estimated assets of $1 million to $10 million and debt of $10 million to $50 million at the time of the filing. The case is assigned to Judge Michael E. Romero. The Debtor is represented by Lee M. Kutner, Esq., at Kutner Brinen, P.C. PT HOLDINGS: S&P Assigns 'B-' Corp. Credit Rating, Outlook Stable ----------------------------------------------------------------- U.S.-based foodservice equipment parts distributor and service provider PT Holdings LLC (Parts Town) is seeking to refinance its capital structure with $332.5 million in senior secured credit facilities. S&P Global Ratings assigned its 'B-' corporate credit rating to Addison, Ill.–based PT Holdings LLC. The outlook is stable. S&P said, "At the same time, we assigned a 'B-' issue-level rating to the company's $200 million senior secured first-lien term loan due in 2024. The recovery rating is '3', indicating our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a default. We also assigned a 'CCC' issue-level rating to the company's $82.5 million senior secured second-lien term loan due in 2025. The recovery rating is '6', indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default. "Pro forma for transaction, we expect the company will have about $282.5 million in total reported debt outstanding." Upon completion of the transaction, Parts Town will have leverage exceeding 7x debt to EBITDA. Additionally, the company is relatively small with approximately $386 million of sales, has limited geographic presence, and has a narrow product focus in the parts distribution and service market within the mature and highly fragmented foodservice equipment and supplies (FE&S) industry. Still, Parts Town has a relatively stable business with a predictable revenue stream, strong relationships with original equipment manufacturers (OEMs), technology advantage compared to its competitors, and low customer concentration. S&P said, "The stable outlook reflects our expectation that over the next 12 months Parts Town will maintain debt to EBITDA around 7x amid revenue and profitability growth and modestly improving free cash flow generation. "We could upgrade the company if we forecast continued revenue and profit growth, leading to debt to EBITDA sustained below 7x, coupled with improving free cash flow generation around $10 million. This could occur if the company continues to see stable volumes from its existing customers, expand its MDPs with OEMs and wins new customers. "We could lower the ratings if Parts Town's operating performance declines considerably, leading to weaker profitability and negative free cash flows, such that S&P Global would question the company's ability to meet its financial commitments absent favorable business, financial, and economic conditions, and we deem those financial commitments to be unsustainable in the long term. Such events would likely be driven by escalating competition from other players in the space, losing MDPs from OEMs, or losing major customers." QUANTUM CORP: Incurs $7.86 Million Net Loss in Second Quarter ------------------------------------------------------------- Quantum Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $7.86 million on $107.05 million of total revenue for the three months ended Sept. 30, 2017, compared to net income of $4.07 million on $134.74 million of total revenue for the same period during the prior year. For the nine months ended Sept. 30, 2017, the Company reported a net loss of $11.53 million on $223.91 million of total revenue compared to net income of $552,000 on $251.02 million of total revenue for the same period a year ago. As of Sept. 30, 2017, Quantum Corp had $211.15 million in total assets, $335.48 million in total liabilities and a total stockholders' deficit of $124.33 million. As of Sept. 30, 2017, the Company had $9.5 million of cash and cash equivalents, which is comprised of cash deposits. The Company stated in the Form 10-Q that, "We continue to focus on improving our operating performance, including efforts to increase revenue and to control costs in order to improve margins, return to consistent profitability and generate positive cash flows from operating activities. We believe that our existing cash balances, cash flow from operating activities, and available borrowing capacity will be sufficient to meet all currently planned expenditures, debt service and contractual and other obligations as they become due, and to sustain operations for at least the next 12 months. This belief is dependent upon our ability to achieve gross margin projections and to control operating expenses in order to provide positive cash flow from operating activities. Should we be unable to meet our gross margin or expense objectives, it would likely have a material negative effect on our liquidity and capital resources." "We're disappointed that our results fell short of our expectations, but we're taking aggressive action to improve our cost structure and generate consistent growth and profitability," said Fuad Ahmad, senior vice president and CFO of Quantum. "We believe part of the challenge at quarter end involved timing of deals, and we've already shipped more than 50 percent of the revenue from deals that weren't closed, including those delayed by third-party component supply shortages. "Despite the difficulties we encountered in the quarter, there were some bright spots, including strong year-over-year growth in video surveillance, positive customer reception to our new StorNext 6-powered solutions and the increased market opportunities resulting from new partnerships." CEO Transition Quantum has named board member Adalio T. Sanchez interim CEO to replace Jon Gacek, who has left the company. Sanchez is a 35-year IT industry veteran who spent most of his career at IBM, including 16 years in senior executive and global general management roles. The board also has formed a search committee which will be headed by Chairman Raghu Rau and has retained Korn Ferry International to commence a search for a permanent CEO. "Adalio brings tremendous domain expertise in systems and storage, along with a proven track record of transforming businesses," said Rau. "Since joining the board in May, Adalio has been leading our engagement with AlixPartners and will hit the ground running to drive improved execution at the company." Convertible Notes Repayment and Additional Financing Quantum announced that it has secured a $20 million incremental delayed draw term loan financing facility from TCW Direct Lending. The new capital is being provided under amended credit agreements with TCW and PNC Bank and is on top of the $170 million financing package with the two lenders that the company announced in October of last year. This brings the total cash secured under delayed draw term loans to $40 million, including $20 million in previously committed funds. In addition to the incremental financing, the amended agreements include less restrictive covenants than the original agreements. "We appreciate the continued support from our lenders," said Ahmad. "The additional financing will give us more financial and operational flexibility to execute and puts us on track to pay off the remaining $57 million of the company's convertible notes upon maturity next Wednesday, Nov. 15." Executing on Strategic Review to Transform Quantum's Business In June, Quantum's newly reconstituted board of directors initiated a comprehensive strategic review of the company's business and engaged AlixPartners to assist in identifying cost savings to increase profitability, financial flexibility and growth investments. The cost reduction measures will result in $5 million of savings in the second half of this fiscal year (or $15 million on an annualized basis) and up to $35 million in annualized savings by the end of fiscal 2019. Appointment of Eric Singer to Quantum Board Quantum has appointed Eric Singer, founder and managing member of VIEX Capital Advisors and the company's largest shareholder, to the board. Singer will bring a shareholder perspective to the board and will assist in creating increased value for all shareholders. Guidance for Fiscal Third Quarter and Second Half of Fiscal 2018 Quantum provided the following guidance for the fiscal third quarter 2018: * Total revenue of $120 million to $125 million. * GAAP and non-GAAP gross margin of 42-44 percent. * GAAP operating expenses of approximately $46 million to $47 million and non-GAAP operating expenses of approximately $45 million to $46 million. * GAAP and non-GAAP interest expense and loss on debt extinguishment of $6.3 million and $2.7 million, respectively, and taxes of $500,000. * GAAP earnings per share of $0.05 to $0.07 and non-GAAP earnings per share of $0.16 to $0.22. The company also provided the following guidance for the second half of this fiscal year: * Total revenue of $250 million to $260 million. * GAAP earnings per share of $0.19 to $0.25 and non-GAAP earnings per share of $0.36 to $0.42. Fiscal Second Quarter Business Highlights * Quantum announced general availability of StorNext 6, a major new release of the company's award-winning StorNext scale-out file system. It delivers a unique combination of new advanced data management features for on-premise, hybrid cloud and public cloud environments and industry-leading streaming performance. Now shipping with the company's Xcellis workflow storage solutions, StorNext 6 enables users to overcome the limitations of traditional NAS systems in keeping up with the demands of large, rapidly growing data-intensive workloads and driving business value from that data. * The company introduced Xcellis Foundation, a high-performance, entry-level workflow storage system specifically designed to address the technical and budgetary requirements of small-to medium-sized postproduction facilities and corporate video departments. The new system delivers the benefits of enterprise-class Xcellis storage, including high performance and scalability, in a NAS appliance for under $25,000. * Quantum unveiled aiWARE for Xcellis, an on-premise and cloud version of the artificial intelligence (AI) platform from Veritone. By bringing Veritone's multi-engine AI capabilities into a StorNext-managed environment, aiWARE for Xcellis enables users to leverage the power of Veritone's cognitive services and applications to extract new value from their on-premise video and audio content. The integrated solution is ideal for companies with significant investments in on-premise storage and/or latency, cost or security concerns about cloud storage because it puts powerful AI processing behind corporate firewalls. * Announced in late August, aiWARE for Xcellis quickly garnered a NewBay Best of Show Award at the IBC2017 show in September. Award criteria included innovation, feature set, ease of use, versatility and ROI. In addition, at the end of September, Quantum secured its first customer win for the new solution. FOX Sports Brazil, an existing StorNext customer, is deploying aiWARE for Xcellis to enrich and index both archived content and live video streams through cognitive analytics. A full-text copy of the Form 10-Q is available for free at: https://is.gd/xUFZip About Quantum Corp. Based in San Jose, California, Quantum Corp. -- http://www.quantum.com/-- is a storage, archive and data protection company, providing solutions for capturing, sharing, managing and preserving digital assets over the entire data lifecycle. From small businesses to major enterprises, more than 100,000 customers have trusted Quantum to address their most demanding data workflow challenges. Quantum's end-to-end, tiered storage foundation enables customers to maximize the value of their data by making it accessible whenever and wherever needed, retaining it indefinitely and reducing total cost and complexity. Quantum Corp reported net income of $3.64 million for the year ended March 31, 2017, a net loss of $76.39 million for year ended March 31, 2016, and net income of $17.08 million for the year ended March 31, 2015. QUANTUM CORP: May Issue Additional 2.1M Shares Under 2012 LTIP -------------------------------------------------------------- Quantum Corporation filed with the Securities and Exchange Commission a Form S-8 registration statement to register an additional 2,100,000 shares of its common stock issuable under the Company's 2012 Long-Term Incentive Plan. A full-text copy of the prospectus is available for free at https://is.gd/qItQby About Quantum Corp. Based in San Jose, California, Quantum Corp. -- http://www.quantum.com/-- is a storage, archive and data protection company, providing solutions for capturing, sharing, managing and preserving digital assets over the entire data lifecycle. From small businesses to major enterprises, more than 100,000 customers have trusted Quantum to address their most demanding data workflow challenges. Quantum's end-to-end, tiered storage foundation enables customers to maximize the value of their data by making it accessible whenever and wherever needed, retaining it indefinitely and reducing total cost and complexity. Quantum Corp reported net income of $3.64 million for the year ended March 31, 2017, a net loss of $76.39 million for year ended March 31, 2016, and net income of $17.08 million for the year ended March 31, 2015. As of Sept. 30, 2017, Quantum Corp had $211.15 million in total assets, $335.5 million in total liabilities and a total stockholders' deficit of $124.33 million. As of Sept. 30, 2017, the Company had $9.5 million of cash and cash equivalents, which is comprised of cash deposits. QUANTUM CORP: Private Capital Has 4.51% Equity Stake ---------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission on Nov. 9, 2017, Private Capital Management, LLC reported that it beneficially owns 1,555,451 shares of common stock of Quantum Corporation, constituting 4.51 percent of the shares outstanding. Mr. Gregg J. Powers, CEO and portfolio manager of PCM, also reported beneficial ownership of 1,665,687 common shares. PCM has acquired shares of Common Stock at an aggregate purchase price of $26,663,659 on behalf of its investment advisory clients. Funds for these purchases were derived from PCM clients. Mr. Powers acquired 73,312 shares of Common Stock in open market transactions and 36,924 shares as grants in respect of his service as a board director of the Issuer. The aggregate purchase price of his open market transactions was $533,711, which were acquired with his personal funds. As reflected in the Form 8-K filed by the Issuer on Aug. 14, 2017, Mr. Powers resigned as a director from Quantum Corp's Board of Directors effective Aug. 9, 2017. A full-text copy of the regulatory filing is available at: https://is.gd/E1oX5u About Quantum Corp. Based in San Jose, California, Quantum Corp. -- http://www.quantum.com/-- is a storage, archive and data protection company, providing solutions for capturing, sharing, managing and preserving digital assets over the entire data lifecycle. From small businesses to major enterprises, more than 100,000 customers have trusted Quantum to address their most demanding data workflow challenges. Quantum's end-to-end, tiered storage foundation enables customers to maximize the value of their data by making it accessible whenever and wherever needed, retaining it indefinitely and reducing total cost and complexity. Quantum Corp reported net income of $3.64 million for the year ended March 31, 2017, a net loss of $76.39 million for year ended March 31, 2016, and net income of $17.08 million for the year ended March 31, 2015. As of Sept. 30, 2017, Quantum Corp had $211.15 million in total assets, $335.5 million in total liabilities and a total stockholders' deficit of $124.3 million. As of Sept. 30, 2017, the Company had $9.5 million of cash and cash equivalents, which is comprised of cash deposits. RBW SD INC: Case Summary & 18 Largest Unsecured Creditors --------------------------------------------------------- Debtor: RBW SD, Inc. 6601 Imperial Avenue San Diego, CA 92114 Type of Business: RBW SD, Inc. -- http://rbwsecurity.com-- provides security services for a variety of clientele including residential gated communities, medical centers, construction sites and retail shopping centers throughout California and Arizona. Chapter 11 Petition Date: November 14, 2017 Case No.: 17-06906 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Christopher B. Latham Debtor's Counsel: Andrew H. Griffin, III, Esq. LAW OFFICES OF ANDREW H. GRIFFIN, III 275 East Douglas Avenue, Suite 112 El Cajon, CA 92020 Tel: 619-440-5000 Fax: 619-440-5991 E-mail: Griffinlaw@mac.com Total Assets: $138,402 Total Liabilities: $1.58 million The petition was signed by Hughford Muhammad, president of RBW SD, Inc. A full-text copy of the petition, along with a list of 18 unsecured creditors, is available for free at http://bankrupt.com/misc/casb17-06906.pdf REAL INDUSTRY: S&P Lowers CCR to 'CCC+', On CreditWatch Negative ---------------------------------------------------------------- U.S.-based aluminum recycler Real Industry Inc.'s $305 million senior secured notes are due January 2019, which presents an overarching credit risk. S&P Global Ratings, thus, lowered its corporate rating on Sherman Oaks, Calif.-based Real Industry Inc. to 'CCC+' from 'B' and placed the rating on CreditWatch with negative implications. S&P said, "We assigned an issue-level rating of 'B' to the company's ABL due 2022 borrowed by Real Alloy Holding, Inc. and Real Alloy Canada LTD. We also lowered our issue-level rating on the company's senior secured notes due 2019 to 'CCC+' from 'B' and placed the ratings on CreditWatch with negative implications. Our '1' recovery rating on the company's ABL facility reflects our expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. The '3' recovery rating on the company's senior secured notes reflects our expectation for meaningful (50%-70%; rounded estimate 50%) recovery in the event of a payment default. "The downgrade reflects our view that Real Industry is producing poor credit metrics and weak cash flow, and its upcoming maturities represent an overarching credit concern if not refinanced in the next two to three quarters. The company stated in its 10-Q that there is a substantial doubt about its ability to continue as a going concern, especially if it is unable to refinance its senior secured notes. "We are placing our ratings on CreditWatch with negative implications because we could lower our corporate credit rating on Real Industry to 'CCC' over the next 90 days if it does not refinance its senior secured notes due January 2019. "The CreditWatch listing indicates an increased risk of a downgrade. We will resolve our CreditWatch within 90 days, at which time we will lower or affirm the ratings." REES ASSOCIATES: Court Extends Ch. 11 Exclusivity Periods to Jan. 5 ------------------------------------------------------------------- The Hon. Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of Iowa on November 13, 2017, entered an Order extending Rees Associates, Inc.'s Chapter 11 Exclusivity Periods until January 5, 2018. She also said that no further extensions will be granted. The TCR reported on October 30, 2017, that the Debtor asked the Court for a 30-day extension of the exclusive deadlines, claiming that it has made progress in formulating and preparing an "earn-out" type of combined plan and disclosure statement that will seek to pay a 100% dividend on account of allowed unsecured creditors and pay all priority tax claims pursuant to Bankruptcy Code. The Debtor further claims that although it has made progress towards formulating, drafting and filing a combined disclosure statement and plan of reorganization, it would be unable to file the same by the October 26 Exclusivity Deadline. About Rees Associates Inc. Based in Des Moines, Iowa, Rees Associates, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 17-00273) on Feb. 27, 2017. The petition was signed by Stephen D. Lundstrom, president. At the time of the filing, the Debtor disclosed $6.43 million in assets and $3.58 million in liabilities. The Debtor is represented by Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave P.C. The Debtor employed Amherst Consulting, LLC, as financial advisor and investment banker. On March 13, 2017, the U.S. Trustee for Region 12 appointed an official committee of unsecured creditors. The committee members are: (1) RR Donnelley; (2) Packaging Distribution Services, Inc.; and (3) Integrity Printing. The Committee hired Shaw Fishman Glantz & Towbin LLC as bankruptcy counsel, and Dickinson Mackaman Tyler & Hagen, P.C., as Iowa counsel. The Committee also hired Province Inc. as financial advisor. The TCR reported on June 19 that RR Donnelley has been removed the Official Committee pursuant to a stipulation and consent order regarding RR Donnelley's motion for relief from automatic stay. RELIABLE HUMAN: Seeks Authorization to Use Cash Collateral ---------------------------------------------------------- Reliable Human Services, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Minnesota to use cash collateral to pay essential operating expenses. The Debtor proposes to grant replacement liens to the Internal Revenue Service, Pearl Capital and Direct Capital Source which replacement liens will have the same priority, dignity and effect as their respective liens prepetition. The Court will hold an expedited hearing on the Debtor's Motion on November 13, 2017 at 11:00 a.m., and a final hearing is set for December 13 at 10:00 a.m. A full-text copy of the Debtor's Motion, dated Nov. 9, 2017, is available at http://tinyurl.com/y9fjsfqn About Reliable Human Services Reliable Human Services, Inc. was incorporated on October 24, 2006 in Minnesota. The Debtor provides home health care services for clients who require assistance on a daily basis while living in their home or with a family member. It provides care for clients on Medical Assistance, UCare, Medica and BlueCross. Reliable Human Services, which is owned by its executive director Christian K. Kolleh, employs 20 nurses and 90 personal care attendants. The company's office is located at 5701 Shingle Creek Parkway, Suite 470, Brooklyn Center, Minnesota. Reliable Human Services filed a Chapter 11 petition (Bankr. D. Minn. Case No. 16-43368) on Nov. 15, 2016. The petition was signed by Christian K. Kolleh, president. The Debtor is represented by Steven B. Nosek, Esq., Steven B. Nosek, P.A. At the time of filing, the Debtor estimated assets at $0 to $50,000 and liabilities at $500,000 to $1 million. On March 30, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The Plan proposes to pay unsecured creditors 5% of their claims. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. ROYAL FLUSH: Ally Bank Tries to Block Disclosures Approval ---------------------------------------------------------- Ally Bank filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania an objection to Royal Flush, Inc.'s third amended plan of reorganization and amended disclosure statement. The Debtor has continued possession of a 2014 Dodge Ram 2500, VIN No. 3C6MR5AJ8EG296360; 2014 Dodge Ram 5500, VIN No. 3C7WRNDL6EG127679; 2014 Jeep Wrangler, VIN No. 1C4AJWAG0EL305827; and a 2014 Dodge Grand Caravan, VIN No. 2C4RDGBG3ER365509. The Debtor executed and delivered Retail Installment Sale Contracts to Ally. Ally is the holder of security interests in the Vehicles, which interests have been perfected through notation on the Pennsylvania Certificate of Title. As of Oct. 25, 2017, Ally is owed a total of $73,812.90. As reported by the Troubled Company Reporter on Oct. 19, 2017, the Debtor filed with the Court a third amended disclosure statement to accompany its third amended plan dated Oct. 10, 2017. The latest plan provides that holders of Allowed General Unsecured Claims in Class 8 will be paid the full amount of their claim, without interest, over seven years. The Plan breaks this class into two subclasses. Small Claims less than $2,500 and claims that exceed $2,500. Holders of Allowed Small Claims will be paid in full in 12 monthly installments with the first payment due on the Effective Date and then every month thereafter for the next 11 months starting on the 15th day of the month immediately following the month in which the Effective Date occurs. On Oct. 16, 2017, the Court entered an order scheduling hearing on the Disclosure Statement for Nov. 14, 2017, at 10:00 a.m. Ally objects to: a. the inclusion of all 4 claims into one modified secured claim. Each of the claims can and should be paid by the Debtor to Ally separately; b. extending the terms of these loans an additional 60 months, as the contracts were executed in 2014, thus turning these into 10+ year loans; c. executing loan modification agreements altering the terms of the original contracts; d. payment of 5% on its secured claims. Ally's claims are fully secured and thus interest should continue to accrue at the contract rate; e. the requirement of allowing the Debtor to miss two payments and sending certified mail to the Disbursing Agent and the Debtor with a 30 day right to cure following a default of 60 days. The Debtor is essentially asking that Ally give the Debtor 90 days to make a payment when due and only after sending certified mail to the Debtor and its counsel; f. the 60-day default with the 30-day cure. The terms of each contract should govern as to the date of payment, when a loan payment is late, when the loan is in default, and when late fees and other charges accrue based on the default; and g. any waiver of the guarantors' obligations to Ally to the extent the loans are not paid in full with interest, late fees, and other fees and costs according to the original contract terms. A copy of the Objection is available at: http://bankrupt.com/misc/pawb16-23458-304.pdf Ally Bank is represented by: Brett A. Solomon, Esq. TUCKER ARENSBERG, P.C. 1500 One PPG Place Pittsburgh, Pennsylvania 15222 Tel: (412) 566-1212 E-mail: bsolomon@tuckerlaw.com About Royal Flush Headquartered in Spring Church, Pennsylvania, Royal Flush, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-23458) on Sept. 15, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Carol A. Swank, secretary/treasurer. Judge Jeffery A. Deller presides over the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's bankruptcy counsel. The Debtor hired C&H Accounting, LLC, as its accountant. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 20, 2016, appointed five creditors of Royal Flush, Inc., to serve on the official committee of unsecured creditors. The committee is represented by Leech Tishman Fuscaldo & Lampl, LLC. RR DONNELLEY: S&P Lowers CCR to 'B' on Weak Credit Measures ----------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Chicago-based R.R. Donnelley & Sons Co. to 'B' from 'B+'. The rating outlook is stable. S&P said, "At the same time, we lowered our issue-level rating on the company's senior secured asset-based lending (ABL) credit facility to 'BB-' from 'BB'. The '1' recovery rating is unchanged, indicating our expectation for very high recovery (90%-100%; rounded estimate: 95%) of principal in the event of a payment default. "We also lowered our issue-level rating on the company's senior unsecured debt to 'B' from 'B+'. The '4' recovery rating is unchanged, indicating our expectation for average recovery (30%-50%; rounded estimate: 35%) of principal in the event of a payment default." The downgrade reflects R.R. Donnelley's lower-than-expected operating performance and higher leverage profile as a stand-alone company after its divestitures of LSC Communications Inc. and Donnelley Financial Solutions Inc. in October 2016. Since the spin-off, the company has performed below our expectations, with flat revenue growth and an EBITDA margin roughly 50 basis points (bps) lower than S&P'd forecasted. In addition, the company has serviced additional post spin-off payouts to its divested entities over the past 12 months, which have hindered its ability to reduce leverage in line with its expectations. S&P said, "The stable rating outlook reflects our expectation that R.R. Donnelley will maintain adjusted leverage in the 5x area and FOCF to debt above 5% over the next 12 months. "We could lower our corporate credit rating on R.R. Donnelley if the company's revenues or profitability declines such that we expect leverage to rise to the high-5x area or FOCF to debt to fall below 5%. We could also consider a downgrade if the company initiates any shareholder-rewarding programs or pursues large debt-financed acquisitions that change our view of its financial policy. "Although an upgrade is unlikely over the next 12 months, we could raise the rating if we are convinced that revenue will grow at a low-single-digit percentage rate and the company will maintain EBITDA margins in the high-single-digit percentage area, leading to adjusted leverage declining to the mid-4x area." RV COLLISION: Disclosures OK'd; Plan Hearing on Jan. 11 ------------------------------------------------------- The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida has approved RV Collision and Restoration LLC's disclosure statement dated Oct. 23, 2017, referring to the Debtor's plan of reorganization. A hearing to consider the confirmation of the Plan will be held on Jan. 11, 2018, at 2:45 p.m. Creditors and other parties in interest shall file with the clerk their written acceptances or rejections of the plan (ballots) no later than seven days before the date of the Confirmation Hearing. Objections to the plan confirmation must be filed no later than seven 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 attorneys, accountants, auctioneers, appraisers, and other professionals for compensation from the estate of the Debtor pursuant to 11 U.S.C. Section 330, must timely file applications for the allowance of the claims with the Court allowing at least 21 days notice time prior to the date of the Confirmation Hearing. About RV Collision and Restoration RV Collision and Restoration, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-01590) on March 13, 2017, listing under $1 million in both assets and liabilities. Tyler S. Van Voorhees Law, LLC represents the Debtor as bankruptcy counsel. SAMUEL EVANS WYLY: Selling 2007 Subaru Forester for $7K ------------------------------------------------------- Samuel Evans Wyly asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of a 2007 Subaru Forester Sport XT AWD Wagon for $7,000. Objections, if any, must be filed within 24 days from the date of the pleading service. In the Case, the Debtor has been steadily working to monetize certain assets in order to create funds to be available to satisfy the allowed claims of his creditors. The sale of the Vehicle is part of that process. The Debtor owns the Vehicle, which he owns free and clear. Approximately one year ago, an appraisal was obtained from Cornerstone Motor Co. The Vehicle's odometer reads 46,727 miles as of the date of the appraisal. A copy of the appraisal attached to the Motion is available for free at: http://bankrupt.com/misc/Samuel_Wyly_1901_Sales.pdf The Debtor has an offer to purchase the car for an amount within the range of the appraisal, specifically for $7,000. Ample business justification exists to approve the sale of the Vehicle. First, the Vehicle has a readily available market that establishes its current value, and the proposed sale price is within a reasonable range of such market value. Second, an immediate sale of the Vehicle will maximize the value of the Debtor's estate, both by providing a reasonable value for an asset the Debtor is not using and is not necessary to the Debtor's estate, and by removing costs associated with retaining the Vehicle and paying continuing maintenance, insurance, and other costs (such as toll tag expenses, gasoline, and the like) associated therewith. Finally, the Vehicle is subject to depreciation and the passage of time will only decrease its value to the estate. The Debtor believes that the proposed sale will provide fair and reasonable value in exchange for the Vehicle and is in the best interest of the estate. Upon the sale being completed, proceeds from the sale will be immediately deposited in the DIP account pending further order from the Court. The Debtor asks that the order approving the sale of the Vehicle be effective immediately by providing that the 14-day stay under Bankruptcy Rule 6004(h) is waived. About Sam Wyly Sam Wyly is a lifelong entrepreneur and author. His first book, 1,000 Dollars & An Idea, is a biography that tells his story of creating and building companies, including University Computing, Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse. His second book, Texas Got It Right!, co-authored with his son, Andrew, was gifted to roughly 450,000 students and teachers, thought leaders, and readers, and continues to be a best-seller in its Amazon category. Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. In September 2014, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. On Dec. 2, 2014, the Court appointed an official committee of unsecured creditors in the Case. SANCTUARY CARE: GSH Bid to Junk CNB's Contract Breach Claim Nixed ----------------------------------------------------------------- In the case captioned Camden National Bank, v. Greystone Select Holdings, LLC, Civil No. 17-cv-272-JL (D.N.H.), District Judge Joseph N. Laplante denied Greystone's motion to dismiss Camden's breach of contract claim but granted its motion to dismiss the unjust enrichment claim. The case involves a dispute over the terms of a loan guaranty. Invoking the court's diversity jurisdiction, plaintiff Camden claims that Greystone, which guaranteed a loan Camden made to borrower Sanctuary Care at Rye, breached its contractual obligation and was unjustly enriched when it refused to pay Camden a contractually-required sum following the borrower's bankruptcy. Claiming that the guaranty agreement requires Camden first to foreclose on the borrower's collateral before its obligation to pay is triggered and that there can be no unjust enrichment where the parties' obligations are delineated by contract, Greystone moves to dismiss. After reviewing the parties' submissions and the contract at issue, and conducting oral argument, the court finds that the contract is ambiguous as to whether foreclosure is required in order to trigger Greystone's obligation. The motion to dismiss Camden's breach of contract claim is therefore denied. Greystone is correct, however, that Camden's unjust enrichment claim cannot lie where, as here, the parties' rights and responsibilities are circumscribed by a valid contract. That claim is, therefore, dismissed. A full-text copy of Judge Laplante's Order dated Nov. 3, 2017, is available at https://is.gd/L5FGuA from Leagle.com. Camden National Bank, Plaintiff, represented by Christopher M. Candon -- ccandon@sheehan.com -- Sheehan Phinney Bass & Green. Camden National Bank, Plaintiff, represented by Michael J. Lambert -- mlambert@sheehan.com -- Sheehan Phinney Bass & Green PA. Greystone Select Holdings, LLC, Defendant, represented by Edmond J. Ford -- eford@fordlaw.com -- Ford & McPartlin PA. About Sanctuary Care, LLC Sanctuary at Rye Operations, LLC and its affiliate Sanctuary Care, LLC, filed separate Chapter 11 bankruptcy petitions (Bankr. D. N.H. Case Nos. 17-10590 and 17-10591, respectively), on April 25, 2017. The Petition was signed by Alice Katz, chief restructuring officer. Ms. Alice Katz is with Vinca Group, LLC. The Debtors own Sanctuary Care, a memory-assisted adult care facility located in Rockingham County, New Hampshire. Chief Judge Bruce A. Harwood oversees the bankruptcy cases. The Debtors are represented by Peter N. Tamposi, Esq., at the Tamposi Law Group. The Debtors hired Dalton & Finegold, LLP, as special counsel. At the time of filing, Sanctuary at Rye listed $382,830 in total assets and $16,610,000 in liabilities. Sanctuary Care listed $5,010,000 in total assets and $16,050,000 in liabilities. William K. Harrington, the United States Trustee, has appointed Susan Buxton, the Long-Term Care Ombudsman for the State of New Hampshire, as the Patient Care Ombudsman for Sanctuary Care, LLC, and Sanctuary at Rye Operations, LLC. * * * The Debtors have won Bankruptcy Court approval to sell their assets to Port Development LLC, the winning bidder at a June 2 auction, for $11 million. SKY-SKAN INC: Seeks Authority on Interim Use of IRS Cash Collateral ------------------------------------------------------------------- Sky-Skan Incorporated seeks authority from the U.S. Bankruptcy Court for the District of New Hampshire to use the cash collateral of the Internal Revenue Service to pay costs and expenses incurred by the Debtor in the ordinary course of business on a limited interim basis pending a final hearing. The proposed 13-week budget provides total projected cash use of $1,207,000 covering the week ending November 10, 2017 through week ending February 2, 2018. As shown on the budget, use of the cash collateral is necessary to operate the Debtor's business through confirmation of a chapter 11 plan of reorganization to: (a) make payroll to Debtor's employees essential to its continued operations; (b) pay insurance premiums as necessary to ensure continuation of the necessary insurance coverage, (c) pay vendors, suppliers and utilities for ongoing supplies and services; (d) pay other ordinary and necessary expenses to prevent an immediate cessation of the business; and (e) pay the Debtor's professionals and the fees of the U.S. Trustee. The Debtor does not anticipate requiring any funds beyond what it will collect and what it has in its possession. The Debtor's secured creditor in its cash collateral, the Internal Revenue Service, has not provided its assent to the use of cash collateral. As of the Petition Date, the IRS has a first position secured claim against the Debtor's cash collateral in the amount of $679,814.78. The accounts receivable securing the IRS' claim total approximately $377,000. The Debtor also notes that Coastal Capital, LLC has alleged in State Court that it has a lien in the Debtor's cash collateral, but that lien appears to be entirely subordinate to the liens of the IRS. The Debtor believes Coastal has no security interest in the Debtor's cash collateral. The Debtor proposes and believes that the cash collateral will be adequately replaced during the use period such that the IRS will be in a better position by allowing this use, than it would be if there were an immediate cessation of the business. Even though the Debtor's cash collateral position will increase, rather than diminish, the Debtor proposes to pay the IRS the sum of $1,000 per month as additional adequate protection during the use period. In addition, the Debtor will grant the IRS with replacement security liens in, to and on the Debtor's post-petition cash collateral and inventory with the same perfection and priority that the IRS had on such assets prior the Petition Date, as well as the proceeds thereof. The Debtor believes its limited use of cash collateral during the period will permit it to maintain essential business operations, thereby preserving the value of the estate, until confirmation of a plan of reorganization. A full-text copy of the Debtor's Motion, dated November 7, 2017, is available at http://tinyurl.com/yaehqsdr A copy of the Debtor's Budget is available at http://tinyurl.com/y8oth8qn About Sky-Skan Incorporated Sky-Skan, Inc., was founded in 1967 as a company dedicated solely to the development and manufacture of specialized devices for depicting dynamic visualizations of astronomical and meteorological phenomena on planetarium domes in museums, schools, and universities. The company has since grown to become a provider of digital fulldome science visualization, theater control, and show programming systems for hundreds of planetariums on six continents, serving hundreds of clients in the niche field of immersive science interpretation and education. From the initial planning stage to staff training and ongoing support, Sky-Skan provides all services required by the most advanced digital fulldome planetariums and visualization theaters. Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-11540) on Nov. 1, 2017. The petition was signed by Steven T. Savage, president. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel. The Debtor tapped SquareTail Advisors, LLC, as financial advisor. SOUTH COAST: Briar Capital Seeks Appointment of Chapter 11 Trustee ------------------------------------------------------------------ Briar Capital Working Capital Fund, LLC, files an emergency motion asking the U.S. Bankruptcy Court for the Southern District of Texas to direct the appointment of a Chapter 11 Trustee in the bankruptcy case of South Coast Supply Company. The Debtor has an outstanding revolving loan with Briar Capital, L.P., which was assigned to Briar Capital Working Capital Fund, LLC. The Briar Capital Loan totals $2,547,263.88 as of the filing of this bankruptcy case, and is secured by all of the Debtor's now owned or hereafter acquired assets, whether tangible or intangible, including but not limited to the Debtor's equipment, inventory, and accounts, and the proceeds thereof. The collateral, including accounts, inventory and the proceeds thereof, is held in trust by the Debtor for the benefit of Briar Capital pursuant to the loan documents. Specifically, the Debtor is required to deposit all proceeds of accounts on any other collateral in a Blocked Account set up for the benefit of Briar Capital. The Debtor is further required to advise all account debtors on all accounts to remit payments to the Blocked Account. The Blocked Account is a separate account established by South Coast for the benefit of Briar Capital to collect all proceeds of collateral. South Coast has no right to terminate such account or withdraw from such account. The borrowing base for the Briar Capital loan is based on the books and records of South Coast as certified by South Coast management. Briar Capital relied upon these figures from the Debtor in approving advances. As of September15, 2017, pursuant to the Debtor's books and records, the inventory of the Debtor was valued at approximately $3,319,328.43. Since that time, the Debtor has transferred off virtually all of its inventory. Yet inventory on the Debtor's books as of October 30, 2017 is still listed at $1,093,896.80 or a reduction of $2,225,431.61. Briar Capital claims that transfer of over $2,200,000 in inventory would be expected to result in payments of such amount in the Blocked Account. However, this did not occur. Unbeknownst to Briar Capital, the Debtor had set out on a transferring spree of the inventory and conversion of receivables. Particularly, the Debtor transferred inventory to two of its creditors in payment of past payables and at substantially discounted amounts: (a) Dodson Global, Inc. received $1,823,429.27 in inventory for $474,294.73 in a series of transfers within 10 weeks of the bankruptcy filing, and (b) Forged Components, Inc. received $236,429.39 in inventory for $167,272.91. The Debtor also set up a bank account and instructed customers to remit payments to that account, and the Debtor would then use money from that account to make payments including payments to insides. The Briar Capital asserts that the Debtor's conduct was made with an actual intent to hinder, delay or defrauds Briar Capital, and as a result, caused the collateral position of Briar Capital to be significantly diminished and require legal actions pursuant to the Bankruptcy Code and state laws to recover such fraudulent conveyance. Briar Capital asserts that the prepetition activities of the current management constitute and evidence fraud, dishonesty, incompetence or gross management. The Debtor has failed to adhere to loan obligations and covenants to hold Briar Capital's collateral in trust and has significantly dissipated the value of Briar Capital's collateral in a calculated manner. Accordingly, Briar Capital contends that a trustee is necessary to (a) halt current management's strategy of dilution, (b) investigate and investigate the Debtor's prepetition transfer, (c) update and obtain accurate accounting, and (d) determine whether reorganization or liquidation is in the best interest of the creditors. Attorneys for Briar Capital Working Capital Fund, LLC and Briar Capital, L.P. Jeffrey Wells Oppel, Esq. OPPEL & GOLDBERG, P.L.L.C. 1010 Lamar Suite 1420 Houston, TX 77002 Phone: 713-659-9200 Fax: 713-659-9300 Email: joppel@ogs-law.com About South Coast Supply Founded in 1972 and headquartered in Houston, Texas, South Coast Supply Company -- http://www.southcoastsupply.com-- is a distributor of industrial equipment including flanges, weld fittings, long weld necks, OD & ID heads, pipe, valves, pressure fittings and piping accessories. South Coast is a dependable supply source for engineering/construction, vessel fabricators, heat exchanger industry, original equipment manufacturers (OEM), industrial contractors, gas transmission companies, mechanical contractors, water/wastewater industry and companies in oil and gas exploration/processing industries in the U.S. and export market. South Coast Supply Company filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-35898) on Oct. 20, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Steven Mark Gray, CEO. Judge Karen K. Brown presides over the case. Miles H. Cohn, Esq., at Crain, Caton & James, P.C., serves as the Debtor's bankruptcy counsel. SOUTHCROSS ENERGY: Incurs $19.1 Million Net Loss in Third Quarter ----------------------------------------------------------------- Southcross Energy Partners, L.P., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $19.05 million on $170.48 million of total revenues for the three months ended Sept. 30, 2017, compared to a net loss of $32.56 million on $144.66 million of total revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported a net loss of $50.31 million on $493.91 million of total revenues compared to a net loss of $55.47 million on $389.09 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2017, showed $1.11 billion in total assets, $596.78 million in total liabilities and $516.72 million in total partners' capital. Processed gas volumes during the quarter averaged 222 MMcf/d, a decrease of 26% compared to 299 MMcf/d for the same period in the prior year and a decrease of 17% compared to 267 MMcf/d for the quarter ended June 30, 2017. This decrease was due primarily to the impact of Hurricane Harvey and the shut-down of the Conroe facility in the fourth quarter of 2016. Excluding the impact of Harvey, processed gas volumes would have been an estimated 270 MMcf/d during the quarter ended September 30, 2017, a 1% increase compared to the prior quarter. For the quarter ended Sept. 30, 2017, growth and maintenance capital expenditures were $4.1 million and were related primarily to the installation of a new gas gathering pipeline in Mississippi and required safety and reliability upgrades. Southcross continues to expect that net capital expenditures for full-year 2017, including growth and maintenance expenditures, will be in the range of $18 million to $20 million and will be limited to projects with contractually committed volumes, along with recurring maintenance spending. As of Sept. 30, 2017, Southcross had total outstanding debt of $532 million, including $99 million under its revolving credit facility, as compared to total outstanding debt of $547 million as of June 30, 2017. Distributable cash flow for the quarter ended Sept. 30, 2017, was $6.4 million, compared to $5.9 million for the same period in the prior year and $8.0 million for the quarter ended June 30, 2017. The Partnership did not make a cash distribution for the quarter ended Sept. 30, 2017, and is restricted from making cash distributions until the Partnership's consolidated total leverage ratio, as defined under its credit agreement, is at or below 5.0x to 1. At Sept. 30, 2017, the consolidated total leverage ratio was approximately 7.8x to 1. Merger with American Midstream Partners On Nov. 1, 2017, Southcross Energy announced that Southcross Holdings, LP had entered into a Contribution Agreement and the Partnership had entered into a Merger Agreement with American Midstream Partners L.P. The Company views these agreements as a combined set of opportunities for investors of both Southcross entities to participate in a more diverse, sustainably capitalized company. At the effective time of the merger, each publicly held common unit of the Partnership issued and outstanding or deemed issued and outstanding as of immediately prior to the effective time, will be converted into the right to receive 0.160 of an AMID Common Unit. These registered units will be listed on the New York Stock Exchange and will offer the opportunity for immediate cash distributions with strong coverage. All of the consideration to be received by Southcross Holdings pursuant to the Contribution Agreement, including cash distributions paid on any securities, will be subject to placement in escrow, locked up pursuant to a lockup agreement, and/or subject to other restrictions until the later of the passage of certain time periods or the resolution of certain outstanding uncertainties and indemnities. As discussed in our periodic filings, on Dec. 29, 2016, the Company received a waiver from the lenders under our Third Amended and Restated Revolving Credit Agreement for all events of default arising from failure to comply with the consolidated total leverage ratio debt covenant. This covenant waiver expires on March 31, 2019, at which point we anticipate that significant additional equity will be required by SXE in order to meet the covenant requirement. Absent this additional equity, all of the debt at SXE and all of the debt at Southcross Holdings will become immediately due and payable. A benefit of the proposed transactions with AMID is that under the terms of the Contribution Agreement and the Merger Agreement all of the SXE revolver and term loan debt, as well as all debt outstanding at Southcross Holdings, is required to be repaid in full at the closing of the transactions contemplated thereby. A full-text copy of the Form 10-Q is available for free at: https://is.gd/lW0g5E About Southcross Energy Partners Based in Dallas, Texas, Southcross Energy Partners, L.P. -- http://www.southcrossenergy.com/-- is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services. It also sources, purchases, transports and sells natural gas and NGLs. Its assets are located in South Texas, Mississippi and Alabama and include two gas processing plants, one fractionation plant and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross Energy reported a net loss of $94.94 million for the year ended Dec. 31, 2016, following a net loss of $55.49 million for the year ended Dec. 31, 2015. * * * As reported by the TCR on Feb. 28, 2017, S&P Global Ratings said that it affirmed its 'CCC+' corporate credit and senior secured issue-level ratings on Southcross Energy Partners L.P. The outlook is stable. The rating action reflects S&P's view that the recent credit agreement amendment limits the likelihood of a default in the next two years as the partnership will have an improved liquidity position and need no longer adhere to its leverage covenants. The TCR reported on Jan. 13, 2016, that Moody's Investors Service downgraded Southcross Energy's Corporate Family Rating to 'Caa1' from 'B2'. Southcross' Caa1 CFR reflects its high financial leverage, limited scale, concentration in the Eagle Ford Shale and Moody's expectation of continued high leverage and challenging industry conditions into 2017. SOUTHERN REDI-MIX: Authorized to Use Cash Collateral on Final Basis ------------------------------------------------------------------- The Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts authorized Southern Redi-Mix Corporation to use cash collateral on a final basis pursuant to the terms and conditions as previously stated. A full-text copy of the Order, dated Nov. 9, 2017, is available for free at http://tinyurl.com/ya3q8dlm About Southern Redi-Mix Southern Redi-Mix Corporation is a concrete manufacturing and sales corporation located in Marshfield, Massachusetts. Southern Redi-Mix has been in continuous operations since its founding in 1986. In February 2010, Gregory Keelan and Henry Stout formed an equal partnership, Northern Yankee, LLC, which acquired 100% of Southern Redi-Mix. In February 2012, Gilbert Lopes, together with Mr. Keelan, formed Bristol Yankee, LLC, in order to acquire McCabe Sand and Gravel in Taunton, MA. Southern Redi-Mix and McCabe Sand integrated business operations with the sales efforts pushed toward the McCabe Sand facility at the behest of Lopes. Southern Redi-Mix filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-13790) on Oct. 12, 2017. Gregory Keelan, its president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Frank J. Bailey presides over the case. The Debtor tapped John M. McAuliffe, Esq. of McAuliffe & Associates, P.C., as its legal counsel. STRINGER FARMS: Unsecureds to Get 65% to 99% Under Wells Fargo Plan ------------------------------------------------------------------- Wells Fargo Bank, National Association and Zions First National Bank c/o Zions Agricultural Finance as servicer for U.S. Bank National Association as Custodian/Trustee for Federal Agricultural Mortgage Corporation Programs, creditors of Stringer Farms, Inc. and Charles Blake Stringer, jointly submit a Disclosure Statement, which is to be used in connection with the solicitation of votes on the Creditors' Liquidating Plan of Reorganization proposed by Wells Fargo dated October 12, 2017. The Plan Proponents believe that the greatest return for creditors will result from the sale of the Debtors' assets. Under the terms of the Plan, the Estates of the two Debtors will be substantively consolidated and will be transferred to a Liquidating Trust for distribution to Creditors in an orderly fashion over a two-year period. Such an orderly liquidation will relieve Creditors of the risk of Debtors' continued efforts to succeed at farming, the failure of which could result in the loss of the Debtors' Assets to their post-petition lender and other Secured Creditors thus leaving unsecured Creditors with nothing. Zions will have an allowed secured claim in the amount of $10,230,286.24 plus interest and collection costs. Zions will retain its liens on Debtors' farmland. The farmland will be marketed and sold by the Liquidating Trustee over a 24-month period, with the proceeds going first to repayment of the exit loan and a Trust Reserve, and then to satisfaction of Zions' allowed claims. No Zions Collateral may be sold without its consent or reasonable value safeguards. Class 1 Zions' secured claim is impaired by the Plan. Class 2 consists of Wells Fargo's secured claim is impaired by the Plan. Wells Fargo will retain its liens and have an allowed secured claim equal to the liquidation value of its personal property collateral plus an adequate protection replacement lien of $219,304.62 on approximately 53 acres of land. The deficiency portion of its total claim of $5,577,949.66 will be an allowed claim in Class 9. Moreover, the 53 acres will be marketed and sold by the Liquidating Trustee over a 24-month period, with the proceeds going to satisfaction of Wells Fargo's lien for $219,304.62 with any excess proceeds paid to Class 9 Creditors. Wells Fargo's personal property collateral will be surrendered to Wells Fargo, or at Wells Fargo's option, marketed and sold by the Liquidating Trustee and paid over to Wells Fargo, in satisfaction of its allowed secured claim. Each holder of an allowed Class 9 general unsecured claim will be paid and treated as follows: (1) Each holder will receive a Pro Rata Share (estimated recovery of 65% to 99% of allowed claims) of the Net Liquidating Trust Assets, if any, after all Administrative Expense, Priority Claims, and Allowed Claims in Classes 1 through 8 have been satisfied in accordance with the Plan. (2) To the extent that there are sufficient Net Liquidating Trust Assets, each holder will be entitled to receive interest on its allowed claim from January 1, 2017 at the Plan Rate. (3) Claims of the Debtors and their affiliates will not be entitled to distributions under the Plan. Based on filed proofs of claim in both Debtors' cases, there is an estimated $7,363,619 of claims in this Class. A full-text copy of the Disclosure Statement is available for free at https://is.gd/SqLlMP Attorneys for Wells Fargo Bank, National Association: Larry Chek, Esq. Palmer & Manuel, LLP 8350 N. Central Expressway, Suite 1111 Dallas, Texas 75206 Telephone: (214) 242-6444 Facsimile: (214) 265-1950 Email: lchek@pamlaw.com Attorneys for Zions First National Bank: J. Michael McBride, Esq. J. Michael McBride, P.C. 6420 Southwest Blvd, Suite 112 Fort Worth, Texas 76109 Telephone: (817) 877-1824 Facsimile: (817) 877-1797 Email: jmm@mcbridelegal.com About Stringer Farms Inc. Stringer Farms, Inc. filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-44821), on December 14, 2016. The petition was signed by Charles Blake Stringer, president. The case is assigned to Judge Russell F. Nelms. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $1 million to $10 million in estimated liabilities. Charles Blake Stringer, sole shareholder, filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-44871) on December 20, 2016. The cases are jointly administered under Case No. 16-44821). The Debtors are represented by Jeff P. Prostok, Esq., at Forshey & Prostok, LLP. The Debtors hired Young & Newsom, PC as special litigation counsel; Brosier & Buchanan Partners as accountant; and Lovell, Lovell, Isern & Farabough, LLP as special counsel. No creditors' committee, trustee or examiner has been appointed in the Debtors' cases. SUNEDISON INC: Bankr. Court Has No Jurisdiction to Approve Release ------------------------------------------------------------------ Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York ruled against Debtors SunEdison, Inc. and affiliates regarding third-party releases under the Debtors' joint plan of reorganization. On July 28, 2017, the Court confirmed the Debtors' Second Amended Joint Plan of Reorganization, dated July 20, 2017. The Plan contains a broad third-party release in favor of numerous non-debtors, and the Releasing Parties, include "all Holders of Claims entitled to vote for or against the Plan that do not vote to reject the Plan," ("Non-Voting Releasors"). Although no Non-Voting Releasor objected to the Release, the Court sua sponte raised whether it can and should be approved, and reserved decision on the issue. The Debtors subsequently filed a supplemental memorandum of law. After considering their arguments and the applicable law, the Court holds that the Debtors have failed to demonstrate that Non-Voting Releasors impliedly consented to the Release, that the Court has jurisdiction to release the Non-Voting Releasors' third party claims to the extent set forth in the Release, or that approval of the nonconsensual Release is appropriate under the standards enunciated in Deutsche Bank AG v. Metromedia Fiber Network, Inc. The Debtors' argument that the Non-Voting Releasor' silence should be deemed their consent to the Release is not persuasive because the Debtors have not identified the source of their duty to speak. The Debtors do not contend that an ongoing course of conduct with their creditors gave rise to a duty to speak. Furthermore, the Debtors do not argue that creditors understood that if they accepted a distribution under the Plan they were duty-bound to object or accept the Release. The Debtors have also failed to sustain their burden of proving that the Court has subject matter jurisdiction to approve the Release in its current form. The reference to certain indemnity obligations owed to a few parties does not prove that the outcome of the universe of claims the Debtors seek to enjoin will have a conceivable effect on the estate. Similarly, the Debtors have failed to demonstrate that the third party releases are appropriate under Metromedia. The Non-Voting Releasors did not consent to the Release. The creditors are not being paid in full, and their third party claims will be extinguished rather than channeled to a fund that will pay them. Furthermore, the Debtors have not identified which third-party claims will directly impact their reorganization, and given the broad scope of the Release, it is likely that many will not. Finally, while some of the proposed releasees undoubtedly made contributions for which they are not otherwise compensated, or compromised their rights as part of the global settlement that made confirmation possible, the broad definition of Released Parties includes persons that added nothing to the cases. In conclusion, although some form of a third party release may appropriately bind the Non-Voting Releasors, the Release in its present form will not. The Debtors are granted leave to propose a modified form of release that will bind the Non-Voting Releasors within thirty days of this order. In the event the Debtors choose to do so, they must specify the releasee by name or readily identifiable group and the claims to be released, demonstrate how the outcome of the claims to be released might have a conceivable effect on the Debtors' estates and show that this is one of the rare cases involving unique circumstances in which the release of the claims is appropriate under Metromedia. A full-text copy of Judge Bernstein's Memorandum Decision and Order dated Nov. 8, 2017, is available at: http://bankrupt.com/misc/nysb16-10992-4253.pdf Attorneys for the Debtors: Anthony W. Clark, Esq. Jay M. Goffman, Esq. J. Eric Ivester, Esq. James J. Mazza, Jr., Esq. Louis S. Chiappetta, Esq SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, New York 10036 anthony.clark@skadden.com jay.goffman@skadden.com eric.ivester@skadden.com james.mazza@skadden.com louis.chiappetta@skadden.com About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors tapped Ernst & Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq., at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. * * * On March 28, 2017, the Debtors filed their Plan of Reorganization and related Disclosure Statement. The Disclosure Statement was approved on June 13, 2017. Judge Stuart Bernstein subsequently confirmed the Debtors' Second Amended Joint Plan of Reorganization on July 28, 2017. SUNSHINE SEATTLE: Involuntary Chapter 11 Case Summary ----------------------------------------------------- Alleged Debtor: Sunshine Seattle Enterprises LLC 4106 Brooklyn Ave. NE, Ste 102B Seattle, WA 98105 Case Number: 17-14983 Involuntary Chapter 11 Petition Date: November 14, 2017 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Hon. Timothy W. Dore Petitioner: Henry Kuo-Chiang Ku 11018 4th Ave. SE Everett, WA 98208 Claim Amount: $39,000 plus interest on promissory note loans Petitioner's Counsel: Larry B. Feinstein, Esq. VORTMAN & FEINSTEIN 520 Pike Street, Ste. 2250 Seattle, WA 98101 Tel: 206-223-9595 E-mail: feinstein1947@gmail.com A full-text copy of the involuntary petition is available at: http://bankrupt.com/misc/wawb17-14983.pdf TALEN ENERGY: Moody's Rates Proposed $400MM Sr. Unsecured Notes B1 ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to Talen Energy Supply, LLC's (Talen) proposed $400 million senior unsecured guaranteed notes due 2026. Proceeds will be used to prepay existing indebtedness including $400 million of senior unsecured notes due May 2018. Concurrently, Moody's affirmed Talen's existing ratings including its corporate family rating (CFR) at B1, its probability of default (PD) at B1-PD, its senior secured debt at Ba1, its senior unsecured guaranteed debt at B1, and its senior unsecured, nonguaranteed debt at B3. Talen's speculative grade liquidity rating (SGL) was affirmed at SGL-2. The outlook for Talen is stable. RATINGS RATIONALE Talen's B1 CFR reflects the inherent volatility of the merchant power markets in which it operates and the continuation of weak power prices and low demand in those markets. The rating considers credit positive actions taken by management to improve financial performance by focusing on cost reductions and operational improvements along with the proactive management of upcoming debt maturities. The increase of guaranteed debt in the capital structure continues to erode the benefit of their priority position and could eventually result in a lower rating if this trend continues. However given the amount of senior unsecured unguaranteed debt still remaining in the capital structure, this transaction has no impact to the guaranteed debt's current B1 rating. Talen's portfolio is heavily weighted toward coal and nuclear assets which, as a result of their higher fixed cost structure, are more susceptible to margin compression as a result of lower power prices. Management has been making progress in reducing costs, and currently expects to have realized $475 million of operations, maintenance and capital expense savings over the 2017-2018 period (a decrease of over 15%). These efforts have been an important offset to persistently low wholesale market prices for energy and capacity in its regions. Continued focus in this area, and the anticipated repayment of upcoming debt maturities, will be a key factors in maintaining credit metrics near their current levels and sustaining the company's ratings. Based on current market conditions, for the next few years, Moody's anticipate Talen's ratio of cash from operations excluding changes in working capital (CFO pre-W/C) to total debt will generally remain near 10%, which is commensurate with the "B" scoring range in Moody's rating methodology for unregulated power companies. The company has also been successful in monetizing non-core assets which has enhanced liquidity and improved financial flexibility. Prior to this issuance, Talen's capital structure included about $1.4 billion of senior unsecured nonguaranteed debt; around $1.4 billion of senior unsecured guaranteed debt; about $1.1 billion of senior secured term loans; an approximate $1.4 billion secured revolving credit facility; and approximately $600 million of non-recourse debt. The new notes will be guaranteed by the subsidiaries backing Talen's secured term loans and revolving credit facilities. These facilities were originally put in place in 2015 with the formation of Talen. The guarantors exclude the Sapphire Power Generation Holdings LLC entities (approximately 750 MW of gas-fired assets previously designated to be sold), the MACH Gen, LLC entities (about 2.4 GW of subsequently acquired gas-fired assets that support around $600 million of non-recourse debt), and the Colstrip coal units in Montana, which were previously lease financed. Rating Outlook The stable outlook considers the company's ongoing cost savings efforts and debt reduction plans, which have thus far mitigated ongoing weak power prices and poor merchant market conditions. The outlook reflects Moody's expectation that over the near to medium term Talen will continue to demonstrate cash flow credit metrics that are appropriate for the B1 CFR. For example, Moody's expect a ratio of CFO pre-W/C to debt in the range of 10%, or 8% when including nuclear fuel as a cash expense, and Moody's expect the company to remain free cash flow positive over the next year or two. Factors that Could Lead to an Upgrade It is not likely the CFR would move upward over the next 12-18 months. Longer term, if the ratio of CFO pre-W/C to debt were to be maintained in the mid-teens, there could be upward pressure on the rating. Factors that Could Lead to a Downgrade If there were to be an increase in leverage, operational challenges, or continued weak commodity prices such that Moody's would expect the ratio of CFO pre-W/C to debt to fall below 7%, or the company to remain free cash flow negative, there could be downward pressure on Talen's CFR. If there were to be additional refinancings that replace unsecured debt with additional secured or guaranteed debt, or there is other erosion of the unsecured liability base, there could be pressure on the ratings of the secured or guaranteed notes. Assignments: Issuer: Talen Energy Supply, LLC -- Guaranteed Senior Unsecured Regular Bond/Debenture, Assigned B1(LGD4) Outlook Actions: Issuer: Talen Energy Supply, LLC -- Outlook, Remains Stable Affirmations: Issuer: Pennsylvania Economic Dev. Fin. Auth. -- Senior Unsecured Revenue Bonds, Affirmed B1 (LGD4) Issuer: Talen Energy Supply, LLC -- Probability of Default Rating, Affirmed B1-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Corporate Family Rating, Affirmed B1 -- Senior Secured Bank Credit Facility, Affirmed Ba1(LGD2) -- Guaranteed Senior Unsecured Regular Bond/Debenture, Affirmed B1(LGD4) -- Senior Unsecured Regular Bond/Debenture, Affirmed B3(LGD5) The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. TALEN ENERGY: S&P Rates 2026 Sr. Unsec. Guaranteed Notes 'B+' ------------------------------------------------------------- S&P Global Ratings said it assigned its 'B+' issue-level rating and '4' recovery rating to Talen Energy Supply LLC's senior unsecured guaranteed notes due 2026. The '4' recovery rating reflects S&P's expectation of average (30%-50%) recovery in the event of default. S&P said, "We also revised our recovery rating on the company's other guaranteed notes to '4' from '3'. The 'B+' issue-level rating on the guaranteed notes is unchanged. The 'B+' issuer credit rating, and all other issue ratings, on the company are unchanged. The outlook is negative. "The rating action stems strictly from the shuffling of the capital structure. In general, we believe this will have a positive effect because of the net deleveraging achieved through it, especially since we had ascribed little previous credit to the assets sold off to partially fund the transaction. "The rating outlook on Talen Energy Supply LLC is negative. Based on the current market conditions, we expect the enterprise company to maintain adjusted debt to EBITDA to exceed 5.5x during 2017, but increasing weakness in power prices, driven by lower gas prices and lower market heat rates, has contributed to greater uncertainty. "We could lower the ratings if debt to EBITDA stays above 6x persistently, or if free cash flow metrics continue to decline. This would likely stem from some combination of softer energy markets brought on by lower gas prices and less robust capacity markets in the Pennsylvania-Jersey-Maryland (PJM) Interconnection, as well weakened efficiency and availability at key plants. Further, unforeseen debt issuances could contribute to this effect. "While not likely over the next two years, we could raise the ratings or revise the outlook to stable if financial measures improved, such that debt to EBITDA remained consistently below 5x. This would likely result from an effort by the new ownership to reduce debt somewhat (perhaps through divestitures), as well as a more robust and incentive-laden capacity market; given its high-performing portfolio and wide geographic swath, Talen could be in a good position to take advantage of secular changes like these." TELEXFREE LLC: Trustee Selling West Palm Beach Property for $133K ----------------------------------------------------------------- Stephen B. Darr, the Chapter 11 Trustee of TelexFREE, LLC, et al., filed a notice with the U.S. Bankruptcy Court for the District of Massachusetts of their sale of the Estates' right, title and interest in certain real property located at 5600 N. Flagler Drive, #307, West Palm Beach, Florida to Jamal Allam or his nominee for $133,000, subject to overbid. The Sale Hearing is set for Dec. 12, 2017 at 10:00 a.m. Objection deadline is Dec. 4, 2017 at 4:30 p.m. The Trustee intends to sell the Real Property free from liens, claims, encumbrances and interests except as to restrictions, easements, and limitations as provided in the Sale Agreement. All valid liens, claims or encumbrances will attach to the proceeds of the sale of the Real Property. The validity and enforceability of any contested lien will be determined by the Court after due notice and hearing. Pursuant to the Sale Agreement, the Real Property is to be sold in "as is" and "where is" condition. Further, he is not making any representations or warranties whatsoever, either express or implied, with respect to the Real Property. In accordance with the terms of the Sale Agreement, the Purchaser will pay to the Trustee on the Closing Date, the Purchase Price for the Real Property, in the amount of $133,000 which will be paid as follows: (i) $5,000 paid as a deposit in connection with the execution of the Sale Agreement; and (ii) $128,000 to be paid at the time of delivery of the deed. Through the Notice, the Trustee solicits counteroffers for the Real Property. Any and all counteroffers must be in an amount not less than $139,650. All counteroffers must be accompanied by a deposit equal to $5,000 made payable to the Trustee and delivered to counsel to the Trustee by Dec. 4, 2017 at 4:30 p.m. In the event of a timely counteroffer, each interested bidder will have an opportunity to submit an additional sealed bid for the Real Property at the hearing on the sale before the Court. Counteroffers must include an executed purchase and sale agreement upon terms substantially consistent or more favorable than the terms of the Sale Agreement. Counteroffers will not be subject to further due diligence, may not contain any other conditions precedent to the consummation of the sale other than those provided in the Sale Agreement, and must state that the competing bidder is prepared to consummate the purchase of the Real Property within the same time period provided by the Sale Agreement. The Deposit will be forfeited to the estate if the highest bidder fails to complete the sale by the date ordered by the Court. The Trustee has requested that, if the sale is not completed by the highest bidder, the Court approves the sale of the Real Property to the next highest bidder. About TelexFREE, LLC TelexFREE -- http://www.TelexFREE.com/-- is a telecommunications business that uses multi-level marketing to assist in the distribution of voice over internet protocol telephone services. TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited international calling to seventy countries for a flat monthly rate of $49.90. TelexFREE had over 700,000 associates or promoters worldwide. TelexFREE though was facing accusations of operating a $1 billion-plus pyramid scheme. TelexFREE LLC and two affiliates sought bankruptcy protection (Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014. Alvarez & Marsal North America, LLC, is serving as restructuring advisor and Greenberg Traurig, LLP and Gordon Silver are serving as legal advisors to TelexFREE. Kurtzman Carson Consultants LLC serves as claims and noticing agent. TelexFREE, LLC, estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. In May 2014, the Nevada bankruptcy court approved the motion by the U.S. Securities & Exchange Commission to transfer the venue of the Debtors' cases to the U.S. Bankruptcy Court for the District of Massachusetts (Bankr. D. Mass. Case Nos. 14-40987, 14-40988 and 14-40989). On June 6, 2014, Stephen Darr was appointed as Chapter 11 trustee. TLA TANNING: Jones Buying Buford Business Assets for $13K --------------------------------------------------------- TLA Tanning Corp., asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of a portion of its Buford Georgia bussines assets outside the ordinary course of business to Ms. Vonda Jones for $13,000. Debtor operates two locations offering tanning services: Loganville and Buford. After years in business, as a result of the decrease in operating revenue and uncertainties associated with loans secured by the real estate owned by Todd and Linda Amerman's home which were applied to develop the Loganville and Buford store locations, the Debtor was forced to file for bankruptcy. The Debtor expects to pay off the loans in full through the Chapter 11 Plan of Reorganization. The Debtor has marketed the Buford business for sale. The revenues at the Buford location have declined and the Debtor is unable to retain staff to revamp this location. It leases the 1,923 square feet store space located at the Plaza Mall of Georgia Shopping Center of Buford, from its landlord Timbers 2, LLC. The Landlord agent Billy Harvin is represented by counsel Jimmy Luke, and both have consented to the sale to the Buyer. The Lease was executed on April 28, 2015 and provides for monthly lease payment of $5,000 with expiration on April 30, 2019. The Debtor filed its Motion to Assume the Buford Lease on Feb. 14, 2017 which was subsequently granted by the court on March 24, 2017. The Debtor has consistently and timely submitted its lease payment to the Landlord, however, in September and October 2017, the Debtor fell behind due to its declining revenues and overall financial distress. On Oct. 31, 2017, the Landlord filed a Motion for Relief asserting that the Debtor was therefore in default of the Lease, and requesting that the Debtor brings their account current. The Debtor has determined that it cannot operate the Buford lovcationat a profit, and that its feasible reorganization will require closing the Buford location and consolidating all of its business into the Loganville store. The Debtor will amend its Chapter 11 Plan of Reorganization to accommodate this goal, but must first properly dispose of the Buford location. On Nov. 3, 2017, the Debtor made the required October and November lease payments to Landlord, in order to allow it to remain in the Buford location long enough to consummate the sale transaction. Following a diligent search for a buyer, the Debtor received an offer from the Buyer, also a tanning bed operator, to purchase the Buford location, known as the "Rio Tan" store. In consideration, the Buyer will pay to Debtor the lump sum of $13,000, conditioned on the Buyer closing and gaining possession of the premises by Dec. 1, 2017. The closing will take place immediately following approval of the sale by the court. The personal property included in the sale, which is property of the bankruptcy estate, includes 14 tanning boots (Hollywood Tan Type); 4 chairs, and assorted small furniture and side tables; washer and dryer; stereo system; customer service counter; one TV and two desktop computers; and customer lists and database on computers. All equipment is owned free and clear of any creditor liens. The Landlord does not object to the sale and is currently reviewing the financials of the Buyer. It anticipates that it will execute (i) a lease termination agreement with Debtor and (ii) a simultaneous replacement lease to the Buyer so that it will take possession under a new lease instrument, and Debtor will be released from the prior lease. There are no liens on the equipment. The Debtor submits that the sale of the Buford store assets as proposed in the Motion is authorized by the clear absence of any liens on the store products and tanning beds sold to the Purchaser. Its only secured creditor is Ace Loans ($105,000), which holds a secured interest in beds housed at the Loganville location. The Debtor asks the Court to approve the sale of the Buford location assets and related lease of the Buford location to the Buyer. The sale of the Property is subject to the deadline of Dec. 1, 2017 for the termination of lease and delivery of possession of the location to the Buyer. Accordingly, an expedited hearing is necessary to avoid the Debtor losing the ability to sell the Property as a result of missing the deadline set by the Buyer. The Debtor asks the Court to waive the 14-day stay of the requested sale pursuant to BR 6004(h). It has marketed the Buford location for sale, and has received an offer to purchase the business from the Buyer, herself an experienced a tanning-bed operator. The assets for sale include all commercial equipment housed at the Buford store. After evaluating the offer, the Debtor is submitting for Court approval the Buyer's offer to acquire the business for $13,000 free and clear of all liens. The offer is conditioned upon the Debtor closing the sale by Dec. 1, 2017. The amount offered is the fair market value for the assets, and all proceeds realized will be held in the DIP account until further order from the Court. The Creditor: ACE LOANS 3173 US-129 Cleveland, GA 30528 The Landlord: TIMBERS 2, LLC 1775 Woodstock Road Suite 150 Roswell, GA 30075 About TLA Tanning Corp. TLA Tanning Corp. is in the tanning and the related retail marketing, distribution and sale of products, services and merchandise related thereto. It operated two stores across the State of Georgia, in the cities of Loganville and Buford. The company is owned by Todd and Linda Amerman, who acquired the Buford business from prior owner Gary Harvin. Buford, Ga.-based TLA Tanning Corp. filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 16-64819) on Aug. 25, 2016, disclosing under $1 million in both assets and liabilities. The petition was signed by Todd B. Amerman, president. The Debtor is represented by Howard P. Slomka, Esq. TOP SHELF CLOSETS: Court Denies Continued Use of Cash Collateral ---------------------------------------------------------------- Judge Richard E. Fehling of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania has entered an order denying Top Shelf Closets & Cabinetry, Inc.'s third request for interim use of cash collateral. Because of the frank admission by the Debtor's principal of an anticipated and impending slowdown in the Debtor's business (reduced monthly revenue of $42,000 rather than the projected $52,000), as well as the Debtor's failure to provide sufficient financial information for the Court to determine that the Debtor's continued use of cash collateral would not impair Customers' secured position, the Court denies the Debtor's continued use of cash collateral. A full-text copy of the Order, dated November 9, 2017, is available for free at http://tinyurl.com/yc7hbk3y About Top Shelf Closets Top Shelf Closets and Cabinetry provides custom laminate and real wood closets as well as unique solutions for laundry rooms, garages, basements, mudrooms, libraries, entertainment centers and home offices. The Company serves the entire Delaware Valley, including the Jersey Shore area. Founded in 1988, Top Shelf originally provided simple wire shelving to the Chester County community. Today, Top Shelf's state-of-the-art facility produces a full-color line of shelving not only for the Main Line's better homes, but for homes in New Jersey, New York -- even as far as Bermuda. Top Shelf Closets and Cabinetry filed a chapter 11 petition (Bankr. E.D. Pa. Case No. 17-16149) on Sept. 10, 2017. The petition was signed by John Manidis, president. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Richard E. Fehling presides over the case. David B. Smith, Esq., at Smith Kane Holman, LLC, is serving as counsel to the Debtor. TOP TIER SITE: Wants Emergency Access to Cash Collateral -------------------------------------------------------- Top Tier Site Development, Corp., asks the U.S. Bankruptcy Court for the District of Massachusetts for authority to use cash collateral in the ordinary course of business. Specifically, the Debtor requests authority to use the revenue generated by the Debtor's business. The Debtor has cash, accounts receivable and other assets that total approximately $786,000. The Debtor asserts that the continued use of cash collateral is essential to the viability of the Debtor, such as paying employee payroll, insurance, supplies and car maintenance as set forth in the proposed budget. The Debtor has prepared a 6-month budget which shows total expenses of $352,981 during the months of October 2017 through April 2018. The Debtor believes that these creditors may have a lien on its revenue and cash: (a) BFS Capital provided the Debtor with a line of credit with an outstanding approximate balance of $379,076. (b) Bond Street provided the Debtor with a line of credit with an outstanding approximate balance of $127,448. (c) Independence Bank provided the Debtor with a line of credit with an outstanding approximate balance of $112,375.54. In addition, the Debtor believes that an emergency hearing for a temporary order is necessary in this matter as the Debtor needs to fund ongoing business operations. A full-text copy of the Debtor's Motion, dated Nov. 7, 2017, is available at http://tinyurl.com/ydboygzk A copy of the Debtor's Budget is available at http://tinyurl.com/yaq7ahwy About Top Tier Site Development Corp. Top Tier Site Development, Corp. -- http://www.tt-sd.com/-- is a full service contracting company in Lakeville, Massachusetts, with a focus on wireless communication, commercial and residential construction. Top Tier Site Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-14107) on November 2, 2017. Robert Santoro, its president, signed the petition. At the time of the filing, the Debtor disclosed $1.96 million in assets and $5.41 million in liabilities. Judge Joan N. Feeney presides over the case. The Debtor is represented by James P. Ehrhard, Esq. of Ehrhard & Associates, P.C. as its legal counsel. TORTOISE BORROWER: Moody's Assigns Ba2 CFR; Outlook Stable ---------------------------------------------------------- Moody's Investors Service has assigned a Ba2 corporate family rating and Ba2--PD probability of default rating with a stable outlook to Tortoise Borrower, LLC (Tortoise). Moody's also assigned Ba2 ratings to a $262.5 million first lien senior secured term loan and $35 million revolving credit facility. Net proceeds of the first lien secured term loan will be used to partially fund a buyout of Tortoise by a vehicle formed by private equity sponsor, Lovell Minnick Partners, and senior management. The outlook on all ratings is stable. The following ratings were assigned with a stable outlook: Corporate Family Rating -- Ba2 $262.5 million first lien senior secured term loan -- Ba2 $35 million revolving credit facility -- Ba2 Probability of Default Rating -- Ba2-PD RATINGS RATIONALE Tortoise's Ba2 CFR reflects its leading market position within the US MLP and midstream energy asset class, as well as its strong asset under management (AUM) retention and healthy profit margins. These strengths, however, are offset by Tortoise's small scale as measured by net revenues, asset class concentration and relatively high leverage profile. At September 30, Tortoise had approximately $20 billion in assets under management, of which, approximately 80% is exposed to the US energy sector. While the company has managed previous energy cycle downturns effectively, Tortoise's high AUM concentration in US energy is a risk because the company has higher sensitivity to commodity market volatility than asset managers with more diversified AUM mixes. Tortoise has made strides in diversifying its AUM mix most recently through the acquisition of fixed income manager Bradford & Marzec in 2016, further progress in this area would strengthen the company's credit profile. Further, the firm's significant amount of net revenues derived from permanent capital vehicles provides an additional buffer to the firm's high asset class concentration. Pro-forma financial leverage at 3.9x (calculated using Moody's standard adjustments) is moderate for a leveraged buyout transaction but still high relative to the majority of rated peers. Moody's expect the company will balance the use of free cash flow between reinvestment for business growth and deleveraging, with an expectation for modest deleveraging over the next 12-24 months. Earnings growth from Tortoise's broader expansion into fixed income and the ETF market are likely drivers of organic deleveraging over time. The rating also incorporates the company's history of consistent profitability. The addition of the debt to finance the buyout transaction will weaken the company's profitability but Moody's expect margins to remain healthy. Moody's said factors that could cause upward pressure on Tortoise's ratings include: 1) Debt-to-EBITDA (calculated using Moody's standard adjustments) that is sustained below 2.5x; 2) Successful realization of its expansion into passive and fixed income strategies, resulting in a diverse AUM mix; and 3) Appeal to a broader investor base expanding net revenues significantly. Conversely, factors that could lead to a downgrade of Tortoise's rating include: 1) Debt-to-EBITDA (calculated with Moody's standard adjustments) that is sustained above 4.0x; 2) Regulation that negatively alters the underlying economics of the midstream energy market and/or a change in tax policy that eliminates the tax advantaged status of MLPs; 3) Inability to grow and diversify its AUM mix by expanding into passive and fixed income investing strategies. Tortoise, based out of Kansas City, was founded in 2002. The company launched the first listed MLP closed-end fund in 2004. The principal methodology used in these ratings was Asset Managers: Traditional and Alternative published in December 2015. WEST TEXAS BULLDOG: Not Allowed to Continue Using Cash Collateral ----------------------------------------------------------------- The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas entered an order denying West Texas Bulldog Oilfield Services, Inc.'s second motion to use cash collateral and modifying the automatic stay to allow Security Bank to exercise the remedies stated in the final agreed cash collateral order. However, the effectiveness of the portion of the order is stayed until November 16, 2017 at 9:00 a.m. A full-text copy of the Order, dated November 9, 2017, is available at http://tinyurl.com/y7z86moz About West Texas Bulldog Oilfield Services Headquartered in Odessa, Texas, West Texas Bulldog Oilfield Services, Inc., is an auto body parts supplier. West Texas Bulldog Oilfield Services filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 17-70126) on July 17, 2017, estimating its assets at between $100,000 and $500,000 and liabilities at between $1 million and $10 million. The petition was signed by Nicholas Solis, its member. Judge Tony M. Davis presides over the case. Jesse Blanco, Jr., Esq., at Jesse Blanco Attorney At Law, serves as the Debtor's bankruptcy counsel. WILLIAM ALVEAR: Daniel Alas Buying Las Vegas Property for $175K --------------------------------------------------------------- William and Elizabeth Alvear ask the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of a rental property located at 4213 Fulton Place, Las Vegas, Nevada to Daniel Alas for $175,000. A hearing on the Motion is set for Dec. 13, 2017 at 9:30 a.m. At the time of filing, the Debtors owned the Subject Property. At the time of filing, their ownership interest in the Subject Property was subject to a first mortgage lien by Bank of America, N.A. in the approximate amount of $210,000. Pursuant to the Debtors' Plan of Reorganization, Bank of America's claim was bifurcated as follows: (i) secured claim - $59,500 and (ii) unsecured claim - $147,500. The Debtors and the Purchaser entered into the Residential Purchase Agreement and Addendums. The Debtors have agreed to a sale of the Subject Property for a total amount of $175,000 with $3,000 earnest money deposit. The anticipated closing is Nov. 14, 2017. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/WILLIAM_ALVEAR_263_Sales.pdf The proposed sale of Subject Property will benefit the Bankruptcy Estate as it will satisfy the claim of Secured Creditor, Bank of America. The Creditor's unsecured claim would continue to be paid pro rata pursuant to the terms of the Debtors' confirmed plan of reorganization. William Alvear sought Chapter 11 protection (Bankr. D. Nev. Case No. 12-13444) on March 24, 2012. On July 1, 2014, the Court confirmed the Debtors' Plan of Reorganization. Counsel for the Debtors: Ryan A. Hamilton, Esq. HAMILTON LAW 5125 S. Durango, Suite C Las Vegas, NV 89113 Telephone: (702) 818-1818 Facsimile: (702) 974-1139 E-mail: Ryan@hamlegal.com WILLIAMS SCOTSMAN: Moody's Assigns 'B2' CFR; Outlook Stable ----------------------------------------------------------- Moody's Investors Service has assigned a first-time B2 corporate family rating to Williams Scotsman International Inc. and a B2 senior secured debt rating to the company's $300 million senior secured bond offering. The outlook is stable. Williams Scotsman International Inc. is the result of the acquisition by Double Eagle Acquisition Corp. of Williams Scotsman, a specialty rental services company providing modular space and portable storage solutions in North America, from Algeco Scotsman. RATINGS RATIONALE The ratings reflect uncertainty about the company's future performance as a newly reconstituted publicly-traded entity, the company's reliance on secured financing to fund its operations, which encumbers assets and reduces financial flexibility. Furthermore, demand for modular space is highly cyclical and susceptible to declines in utilization and lease rates, which would negatively impact profitability. Offsetting these challenges is the company's strong capital level and strong market position as one of two national providers of modular space leasing in the US. As part of the transaction, Williams Scotsman intends to issue $300 million senior secured debt, which will be secured by a second priority interest in virtually all collateral of the issuer. The funds will be used to support financing of the acquisition and for general corporate purposes. The stable outlook reflects Moody's expectation that Williams Scotsman will be able to maintain its strong capital position and demonstrate solid profitability, as well as maintain its strong market position as a provider of modular space leasing in the US. The company's ratings could be upgraded if it achieves and sustains solid profitability with pre-tax, pre-provision income to average managed assets (PPI/AMA) above 1%, while it continues to maintain its solid capital level. The company's ratings could be downgraded if its financial and operating performance substantially deteriorates, and if its leverage, measured as Debt/EBITDA increases, either due to additional borrowings or as a result of weak financial performance. The principal methodology used in these ratings was Finance Companies published in December 2016. WRIGHT'S WELL: Unsecured to be Paid from Patent Litigation Proceeds ------------------------------------------------------------------- Wright's Well Control Services, LLC's filed with the U.S. Bankruptcy Court for the Western District of Louisiana its First Amended Disclosure Statement. Wright's Well is prosecuting a civil action for patent infringement against Oceaneering International, Inc., entitled Wright's Well Control Services, LLC v. Oceaneering International, Inc., and Christopher Mancini, Individually, Case No. 2:15-CV-17202 on the docket of the U.S. District Court for the Eastern District of Louisiana. While the final outcome of any matter in litigation is not yet certain, Wright's Well and its counsel handling the Patent Litigation are reasonably certain that some recovery from that litigation is likely, either through settlement or the result of a judgment. Of course, Oceaneering has a different view of the merits of Wright's Well claim. Oceaneering filed a claim in Wright's Well chapter 11 in the amount of $700,000 for equipment the Debtor claims it did not finally agree to purchase. Oceaneering of course disagrees and holds the position that the Debtor owes the $700,000 in full. Given that, Oceaneering, arguably, still owns the equipment, the Debtor, nevertheless, will propose to treat Oceaneering's claim separately from the other unsecured claims and propose to satisfy it in full. The Oceaneering claim will be satisfied in one or a combination of the following ways: (a) Should the Debtor be successful and obtain a judgment against Oceaneering in the Patent Litigation then Oceaneering will be entitled to set off its claim of $700,000 against any sums due to the Reorganized Debtor. (b) Should there be insufficient funds from the Patent Litigation to satisfy the Oceaneering claim in full then the Reorganized Debtor will pay the balance of the $700,000 claim in full in twenty equal quarterly installments commencing on the first day of the first quarter following the date on which any judgment or settlement terminating the Patent Litigation becomes final and unappealable. Under the Plan, Priority Unsecured Claims will be paid either in a lump sum within sixty days after closing or in five equal annual installments reckoning from April 1, 2017. The general unsecured claims will be paid from the proceeds of any recovery from the Patent Litigation, after payment of costs of prosecution of that litigation including attorney fees and out-of-pocket expenses. In the event there is insufficient recovery from the Patent Litigation to pay unsecured creditors in full then the Reorganized Debtor will pay the unpaid portion of these claims, pro rata, in full in twenty equal quarterly installments commencing on the first day of the quarter following the date on which a judgment ending the Patent Litigation is final and unappealable or the matter is settled and all claims dismissed. Neither the Debtor nor Equity will receive any distributions from the Patent Litigation, unless and until all allowed general unsecured claims and the Oceaneering claim are paid in full. A full-text copy of the Debtor's Disclosure Statement dated November 2, 2017 is available for free at https://is.gd/FrboJr About Wright's Well Control Services Based in Lake Charles, Louisiana, Wright's Well Control Services, LLC provides oil and gas well control solutions. The Debtor filed a Chapter 11 petition (Bankr. W.D. La. Case No. 17-50354) on March 22, 2017. In its petition, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by David Christopher Wright, the Debtor's manager and member. Judge Robert Summerhays presides over the case. Kent H. Aguillard, Esq., at H. Kent Aguillard, represents the Debtor as bankruptcy counsel. The Debtor hired a joint venture composed of Hilco Industrial LLC, Myron Bowling Auctioneers and Cincinnati Industrial Auctioneers as its asset marketing and sales agent. The Debtor taps Martin and Pellegrin as accountant. On September 12, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. ZEKE'S WORLD: Unsecured Claims To Be Paid in Full Over 60 Months ---------------------------------------------------------------- Zeke's World, LLC, submits a disclosure statement to the U.S. Bankruptcy Court for the District of Maryland as a prerequisite to soliciting acceptances to the Debtor's Plan of Reorganization. The Debtor disclosed a total allowed unsecured claims of $8,800. Under the Plan, Class 5 Claims will consist of the allowed unsecured claim of: (a) Tidal Wave Fitness, LLC in the amount of $1,000; (b) TMG Group, LLC in the amount of $1,800; (c) Todd Clark in the amount of $3,200; (d) the U.S. Trustee in the amount of $1,300; and the Internal Revenue Service in the amount of $1,500. The allowed unsecured claims will receive cash distributions from cash flow anticipated to represent a minimum of 100% of their Face Amount of the allowed claims in pro rata distribution on their allowed amount over 60 months from the Effective Date in adjustable monthly installments. The allowed unsecured claims will be paid in full whether contingent, disputed or unliquidated on Schedules or not. Class 5 Claims are Impaired. The Property located at 107 67th Street, Ocean City, MD 21842 is worth $1,250,000 pursuant to recent appraisal. The Debtor is repaying Class 1, Class 2, Class 3 100% of the Face Amount of their allowed claims, which total $1,319,550.10. The disputed secured claims of PNC Bank -- in the amount of $86,673,98 in the Property -- at Class 4 is likely to receive nothing as it is subject to lien avoidance not including property of Tidal Wave which is not property of the estate. A full-text copy of the Debtor's Disclosure Statement, dated November 2, 2017, is available for free at https://is.gd/5kjCkj About Zeke's World Zeke's World, LLC aka World Gym filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-18635), on June 27, 2016. The petition was signed by Byron L. Brooks, managing member. The Debtor is represented by John Douglas Burns, Esq. at the Burns Law Firm, LLC. 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. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Ann Renee Berberette Bankr. C.D. Cal. Case No. 16-23609 Chapter 11 Petition filed November 3, 2017 represented by: Michael H. Weiss, Esq. WEISS & SPEES E-mail: mw@weissandspees.com In re James Randolph Moseley, Sr. Bankr. E.D.N.C. Case No. 16-05411 Chapter 11 Petition filed November 3, 2017 represented by: Richard Preston Cook, Esq. RICHARD P. COOK, PLLC E-mail: capefeardebtrelief@gmail.com In re Capital Partnership, LLC Bankr. E.D.N.C. Case No. 16-05417 Chapter 11 Petition filed November 3, 2017 See http://bankrupt.com/misc/nceb17-05417.pdf represented by: William F. Braziel, III, Esq. JANVIER LAW FIRM, PLLC E-mail: bbraziel@janvierlaw.com In re Locations IX, Inc. Bankr. D.N.J. Case No. 16-23270 Chapter 11 Petition filed November 3, 2017 See http://bankrupt.com/misc/njb17-32370.pdf represented by: Pasquale Menna, Esq. THE MENNA LAW FIRM E-mail: PMenna@mennalaw.com In re Tia Pedraza Bankr. S.D. Tex. Case No. 16-36120 Chapter 11 Petition filed November 3, 2017 represented by: Brian A. Kilmer, Esq. KILMER CROSBY & WALKER PLLC E-mail: bkilmer@kcw-lawfirm.com In re Albert D. Adriani Bankr. N.D. Ill. Case No. 16-33144 Chapter 11 Petition filed November 5, 2017 represented by: Richard L. Hirsh, Esq. RICHARD L. HIRSH, PC E-mail: richala@sbcglobal.net In re Lewis S. Christian, Jr., M.D.P.A. Bankr. W.D. Tex. Case No. 16-52569 Chapter 11 Petition filed November 5, 2017 See http://bankrupt.com/misc/txwb17-52569.pdf represented by: H. Anthony Hervol, Esq. LAW OFFICE OF H. ANTHONY HERVOL E-mail: hervol@sbcglobal.net In re Robert Matthews Bankr. S.D. Fla. Case No. 16-23426 Chapter 11 Petition filed November 6, 2017 represented by: Christian Panagakos, Esq. E-mail: bp@FloridaBankruptcyAdvisors.com In re David E. Schorr Bankr. S.D.N.Y. Case No. 16-13143 Chapter 11 Petition filed November 6, 2017 represented by: David E. Schorr, Esq. E-mail: des@schorrlegal.com In re Alley Katz Brewery & Restaurant, LLC Bankr. E.D. Cal. Case No. 17-27332 Chapter 11 Petition filed November 5, 2017 See http://bankrupt.com/misc/caeb17-27332.pdf represented by: Noel Knight, Esq. THE KNIGHT LAW GROUO E-mail: lawknight@theknightlawgroup.com In re Rebecca Ann Shirley Bankr. E.D. Ark. Case No. 17-15993 Chapter 11 Petition filed November 6, 2017 represented by: Warren E. Dupwe, Esq. WARREN E. DUPWE, P.A. E-mail: wdupwe@rittermail.com In re Rodney Glen Bassett Bankr. C.D. Cal. Case No. 17-14386 Chapter 11 Petition filed November 6, 2017 represented by: Michael R. Totaro, Esq. TOTARO & SHANAHAN E-mail: Ocbkatty@aol.com In re Top Shelf Sports, Inc. Bankr. D. Colo. Case No. 17-20234 Chapter 11 Petition filed November 6, 2017 Filed Pro Se In re South Shore Painting & Waterproofing, LLC Bankr. M.D. Fla. Case No. 17-09416 Chapter 11 Petition filed November 6, 2017 See http://bankrupt.com/misc/flmb17-09416.pdf represented by: James W. Elliott, Esq. MCINTYRE THANASIDES BRINGGOLD, ET. AL. E-mail: james@mcintyrefirm.com In re 786 My Hialeah, Inc. Bankr. M.D. Fla. Case No. 17-09423 Chapter 11 Petition filed November 6, 2017 See http://bankrupt.com/misc/flmb17-09423.pdf represented by: James W. Elliott, Esq. MCINTYRE THANASIDES BRINGGOLD, ET. AL. E-mail: james@mcintyrefirm.com In re Robert Matthews Bankr. S.D. Fla. Case No. 17-23426 Chapter 11 Petition filed November 6, 2017 represented by: Christian Panagakos, Esq. E-mail: bp@FloridaBankruptcyAdvisors.com In re Bobby F. Price, Jr. Bankr. M.D. Ga. Case No. 17-71227 Chapter 11 Petition filed November 6, 2017 represented by: Wesley J. Boyer, Esq. BOYER LAW FIRM, L.L.C. E-mail: wjboyer_2000@yahoo.com In re Darren E. Bryant Bankr. M.D. Ga. Case No. 17-71231 Chapter 11 Petition filed November 6, 2017 represented by: Wesley J. Boyer, Esq. BOYER LAW FIRM, L.L.C. E-mail: wjboyer_2000@yahoo.com In re Andrew John Toering Bankr. N.D. Ga. Case No. 17-12368 Chapter 11 Petition filed November 6, 2017 represented by: G. Frank Nason, IV, Esq. LAMBERTH, CIFELLI, ELLIS & NASON, P.A. E-mail: fnason@lcenlaw.com In re Edward Arthur Bernard Bankr. N.D. Ga. Case No. 17-69482 Chapter 11 Petition filed November 6, 2017 represented by: Scott B. Riddle, Esq. LAW OFFICE OF SCOTT B. RIDDLE, LLC E-mail: scott@scottriddlelaw.com In re Kirwan Legacy Financial, Inc. Bankr. N.D. Ga. Case No. 17-69500 Chapter 11 Petition filed November 6, 2017 See http://bankrupt.com/misc/ganb17-69500.pdf represented by: Richard K. Valldejuli, Jr., Esq. VALLDEJULI & ASSOCIATES, LLC E-mail: info@valldejuliandassociates.com In re Richard W. Blake and Melissa J. Blake Bankr. D. Kan. Case No. 17-12195 Chapter 11 Petition filed November 6, 2017 represented by: Mark J. Lazzo, Esq. LANDMARK OFFICE PARK E-mail: mark@lazzolaw.com In re 6635 W Oquendo LLC Bankr. D. Nev. Case No. 17-15953 Chapter 11 Petition filed November 6, 2017 See http://bankrupt.com/misc/nvb17-15953.pdf represented by: Andrew J. Van Ness, Esq. HUNTER PARKER LLC E-mail: hunterparkerllc@gmail.com In re North Fork Group, LLC Bankr. D.S.C. Case No. 17-05600 Chapter 11 Petition filed November 6, 2017 See http://bankrupt.com/misc/scb17-05600.pdf represented by: Reid B. Smith, Esq. BIRD AND SMITH, PA E-mail: rsmith@birdsmithlaw.com In re Pine Forest Associates LP Bankr. E.D. Tenn. Case No. 17-15097 Chapter 11 Petition filed November 6, 2017 See http://bankrupt.com/misc/tneb17-15097.pdf represented by: Brent James, Esq. HARRISS HARTMANN LAW FIRM PC E-mail: bkcourts@harrisshartman.com In re The Favorite Spot, LLC Bankr. E.D. Tex. Case No. 17-42468 Chapter 11 Petition filed November 6, 2017 See http://bankrupt.com/misc/txeb17-42468.pdf represented by: Daniel C. Durand, III, Esq. DURAND & ASSOCIATES, P.C. E-mail: bankruptcy@durandlaw.com In re H Melton Ventures RD, LLC Bankr. N.D. Tex. Case No. 17-44521 Chapter 11 Petition filed November 6, 2017 See http://bankrupt.com/misc/txnb17-44521.pdf represented by: Kevin S. Wiley, Jr., Esq. THE WILEY LAW GROUP, PLLC E-mail: kevinwiley@lkswjr.com In re Diversified Power Systems, Inc. Bankr. N.D. Tex. Case No. 17-44538 Chapter 11 Petition filed November 6, 2017 See http://bankrupt.com/misc/txnb17-44538.pdf represented by: Craig Douglas Davis, Esq. DAVIS, ERMIS & ROBERTS, P.C. E-mail: davisdavisandroberts@yahoo.com In re Missouri City Funeral Directors at Glenn Park, Inc. Bankr. S.D. Tex. Case No. 17-36178 Chapter 11 Petition filed November 6, 2017 See http://bankrupt.com/misc/txsb17-36178.pdf represented by: James Q. Pope, Esq. THE POPE LAW FIRM E-mail: ecf@thepopelawfirm.com In re LuLat, LLC d/b/a The Zone Bankr. W.D. Tex. Case No. 17-52595 Chapter 11 Petition filed November 6, 2017 See http://bankrupt.com/misc/txwb17-52595.pdf represented by: Ronald J. Smeberg, Esq. THE SMEBERG LAW FIRM, PLLC E-mail: ron@smeberg.com In re Stanley Allan Franks Bankr. N.D. Tex. Case No. 17-20363 Chapter 11 Petition filed November 7, 2017 represented by: Bill Kinkead, Esq. KINKEAD LAW OFFICES E-mail: bkinkead713@hotmail.com In re Roger Ronald Steinbeck and Stannis Veronica Steinbeck Bankr. C.D. Cal. Case No. 16-12969 Chapter 11 Petition filed November 7, 2017 represented by: Michael R Totaro, Esq. TOTARO & SHANAHAN E-mail: Ocbkatty@aol.com In re QAS LLC Bankr. D. Colo. Case No. 16-20278 Chapter 11 Petition filed November 7, 2017 See http://bankrupt.com/misc/cob17-20278.pdf represented by: Michael J. Davis, Esq. DLG Law Group LLC E-mail: mdavis@dlglaw.net In re Peter A. Andersen and Susan C. Hill Bankr. N.D. Ga. Case No. 16-69544 Chapter 11 Petition filed November 7, 2017 represented by: Edward F. Danowitz, Esq. DANOWITZ LEGAL, P.C. E-mail: edanowitz@danowitzlegal.com In re Universal Holding Group, LLC Bankr. E.D. Mich. Case No. 16-32543 Chapter 11 Petition filed November 7, 2017 See http://bankrupt.com/misc/mieb17-32543.pdf represented by: George E. Jacobs, Esq. BANKRUPTCY LAW OFFICES E-mail: george@bklawoffice.com In re Reliable Human Services, Inc. Bankr. D. Minn. Case No. 16-43375 Chapter 11 Petition filed November 7, 2017 See http://bankrupt.com/misc/mnb17-43375.pdf represented by: Steven B Nosek, Esq. STEVEN NOSEK E-mail: snosek@noseklawfirm.com In re James Rhett Munn, Jr. Bankr. D.S.C. Case No. 16-05625 Chapter 11 Petition filed November 7, 2017 represented by: Reid B. Smith, Esq. BIRD AND SMITH, PA E-mail: rsmith@birdsmithlaw.com In re Lifetime Industries, Inc. Bankr. S.D. Tex. Case No. 16-70441 Chapter 11 Petition filed November 7, 2017 See http://bankrupt.com/misc/txsb17-70441.pdf represented by: John Kurt Stephen , Esq. KURT STEPHEN, PLLC E-mail: kurtstep@swbell.net ********* 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. 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