/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171122.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, November 22, 2017, Vol. 21, No. 325 Headlines 201 LUIZ MARIN: Taps Angelic, Blau & Berg as Realtors ADVANCED CONTRACTING: Seeks to Hire CBIZ MHM & Appoint CRO ALGODON WINES: Reports $2.05 Million Net Loss for Third Quarter ALPHATEC HOLDINGS: Files Amended $100M Prospectus with SEC ALTA MESA: Incurs $24.2 Million Net Loss in Third Quarter AMPLIFY SNACK: Moody's Lowers CFR to B3; Outlook Stable ANSONIA 1692: Case Summary & 6 Unsecured Creditors APOLLO ENDOSURGERY: Appoints David Pacitti as Class I Director APOLLO ENDOSURGERY: President and Chief Commercial Officer Quits APOLLO MEDICAL: Incurs $4.23 Million Net Loss in Second Quarter ARMSTRONG ENERGY: Files Disclosure Statement, To be Heard Dec. 18 ARTSONIG PTY: Chapter 15 Case Summary ARTSONIG PTY: Seeks U.S. Recognition of Australian Restructuring B. LANE INC: Wants to Use Cash Collateral BELIEVERS BIBLE: Asset Sale, Talks with Creditors Delay Exit Plan BENZEEN INC: Case Summary & Unsecured Creditor BLACKBOARD INC: S&P Lowers CCR to 'B-', Outlook Stable BOMBARDIER INC: Fitch Rates New $900MM Unsecured Notes 'B/RR4' BOMBARDIER INC: Moody's Rates New $900MM Sr. Secured Notes Caa1 BREITBURN ENERGY: Seeks Exclusivity Extension Thru Jan. 15 BRICK OVEN: Voluntary Chapter 11 Case Summary BULK EXPRESS: Has Until March 6 to Exclusively File Plan CALIFORNIA RESOURCES: Closes New $1.3 Billion Term Loan CHEMOURS CO: S&P Ups CCR to BB on Improved Operating Performance CHICAGO EDUCATION BOARD: Fitch Corrects Oct. 27 Release CIBER INC: Committee Objects to Hawaii DOT Claim Estimation Motion CIBER INC: Seeks Confirmation Hearing to Take Place Nov. 28 COMPREHENSIVE VASCULAR: Wants Plan Filing Extended to Feb. 24 DENBURY RESOURCES: Egan-Jones Cuts FC Unsec. Debt Rating to CCC DIAMONDBACK ENERGY: S&P Raises CCR to 'BB'; Outlook Stable DIAMONDHEAD CASINO: Reports $45,905 Net Loss for Third Quarter DIAMONDHEAD CASINO: Reports $45.9K Net Loss for Third Quarter DIAZ PROPERTY: Hearing on Plan Outline Approval Set for Dec. 19 DOLPHIN ENTERTAINMENT: Posts $6.2M Net Income in Third Quarter EASTGATE COMMERCE: Taps Miller Valentine as Property Manager EASTGATE PROFESSIONAL: Taps Miller Valentine as Property Manager ENTERCOM COMMUNICATIONS: Moody's Affirms B1 CFR Amid CBS Radio Deal EPR PROPERTIES: Fitch Rates Series G Preferred Stock 'BB' FALCO MOBILE: Unsecureds to Recover 100% in Quarterly Payments FIDELITY NATIONAL: Fitch Hikes Sr. Unsec. Debt Rating From BB+ FOREVERGREEN WORLDWIDE: Incurs $255K Net Loss in Third Quarter FTE NETWORKS: Lateral Investment Has 33.7% Stake as of Nov. 10 GENON ENERGY: Parties File Separate Objections to 2nd Amended Plan GLYECO INC: Deregisters Unsold Common Shares Under 2014 Prospectus GLYECO INC: Reports $2.05 Million Net Loss for Third Quarter GLYECO INC: Total Revenues Increased 136% for Third Quarter GRAND DAKOTA PARTNERS: Intends to File Plan by Feb. 2018 GREAT FOOD: May Use Cash Collateral Through March 31, 2018 GUIN, AL: Moody's Confirms B1 Issuer Rating; Outlook Negative HATHAWAY HOMES: Taps Tolson & Wayment as Legal Counsel HELIOS AND MATHESON: MoviePass Launches New Subscription Plan HOUGHTON MIFFLIN: Moody's Lowers CFR to Caa1; Outlook Negative HUMANIGEN INC: Incurs $7.18 Million Net Loss in Third Quarter IMAGEWARE SYSTEMS: Reports $4.18 Million Net Loss for Third Quarter ITUS CORP: Inks License Agreement with Wistar Institute ITUS CORP: Will Sell 3 Million Shares of Common Stock J & W TRAILER: Taps Brady Martz as Accountant JONES PRINTING: Taps Scarborough & Fulton as Legal Counsel JUBEM INVESTMENTS: Wants Exclusivity Period Extended by 90 Days KENNEWICK PUBLIC: Committee Taps A&M as Financial Advisor KENNEWICK PUBLIC: Committee Taps Bush Kornfeld as Local Counsel KIWA BIO-TECH: Will File Form 10-Q Within Grace Period LAFLAMME'S INC: Wants to Continue Cash Collateral Use LEO MOTORS: Delays Third Quarter Form 10-Q Filing LUVU BRANDS: Incurs $193,000 Net Loss in First Quarter MARIMED INC: Reports $392K Net Loss for Third Quarter MCGEE TRUCKING: Hearing on Plan Outline Approval Set for Dec. 22 MICROCHIP TECHNOLOGY: Egan-Jones Hikes Sr. Unsec. Ratings to BB MICROVISION INC: Will Sell $60M Securities for Corporate Purposes MLRG INC: Court Confirms Revised Chapter 11 Plan MONAKER GROUP: XPO Will Provide Software Development Services MPM HOLDINGS: Postpones Initial Public Offering NEOVASC INC: Obtains $65.3 Million from Securities Offering NOVABAY PHARMACEUTICALS: Incurs $2.44 Million Net Loss in Q3 OMINTO INC: Restates Q2 2017 Quarterly Report OPC MARKETING: May Use Cash Collateral; Hearing Set for Nov. 30 OPTIMA SPECIALTY: 3rd Amended Chapter 11 Plan Declared Effective OTS CAPITAL: Wants Exclusive Plan Filing Period Moved to March 10 OVERSEAS SHIPHOLDING: Moody's Affirms B3 Corporate Family Rating PACIFIC DRILLING: Nov. 30 Meeting Set to Form Creditors' Panel PACIFIC DRILLING: Wants to Use Cash Collateral PAVIST LLC: Taps Goodrich Postnikoff as Legal Counsel PEABODY ENERGY: Moody's Hikes CFR to Ba3 on Strong Performance PERPETUAL ENERGY: S&P Raises CCR to 'CCC+' on Improved Liquidity PIONEER CARRIERS: Nissan to Get $15,389.43 at 5.25% in 5 Yrs. PORTER BANCORP: Files 1.75M Common Shares Prospectus with SEC PREFERRED CARE: Bowling Green Wants to Use Omega & FC's Cash PREFERRED CARE: Elsemer, Henderson Want to Use FC, Ziegler's Cash PREFERRED CARE: Wants Up to $50M in Financing From Wells Fargo PURADYN FILTER: Requires Additional Time to File Form 10-Q QUEST SOLUTION: Reports $950K Net Loss for Third Quarter RAMLA USA: Case Summary & 20 Largest Unsecured Creditors REEVES COUNTY, TX: S&P Affirms CCC+ Bonds Rating, Outlook Negative RENT-A-CENTER INC: Egan-Jones Lowers Sr. Unsec. Ratings to B- RICE ENERGY: Moody's Withdraws B1 Corporate Family Rating ROOSTER ENERGY: Units Stipulate on Extension of DIP Loan Maturity ROSETTA GENOMICS: David Sidransky Quits as Director SABLE NATURAL: Seeks Exclusivity Extn. Thru Dec. 21, UST Objects SANDRIDGE ENERGY: Egan-Jones Hikes Sr. Unsec. Debt Ratings to BB- SEADRILL LTD: Egan-Jones Cuts Sr. Unsecured Debt Ratings to D SOUTHCROSS ENERGY: Tailwater Owns 72% of Units as of Nov. 13 SUNVALLEY SOLAR: Will File Form 10-Q Within Extension Period VELOCITY POOLING: S&P Lowers CCR to 'D' Amid Chapter 11 Filing VERN'S AUTO: Taps Malaise Law Firm as Legal Counsel VISION QUEST: Taps Auction Advisors as Auctioneer VISTA OUTDOOR: S&P Lowers Corp. Credit Rating to B+, Outlook Stable VSC-5 LLC: Case Summary & 5 Unsecured Creditors WALKER & DUNLOP: Moody's Hikes CFR and Secured Debt Rating to Ba2 WEIGHT WATCHERS: Financing Mix Shift No Impact on Moody's B1 CFR XCELERATED LLC: Exclusive Plan Filing Deadline Extended to Jan. 29 YONG XIN: Case Summary & 5 Unsecured Creditors ZETTA JET: Gets Commitment for $8.5M Scout Aviation Financing ********* 201 LUIZ MARIN: Taps Angelic, Blau & Berg as Realtors ----------------------------------------------------- 201 Luiz Marin Realty, LLC have filed separate applications seeking approval from the U.S. Bankruptcy Court for the District of New Jersey to hire realtors in connection with the sale of its property in Jersey City. The Debtor proposes to employ Gabriel Silverstein of Angelic Real Estate and Alessandro Conte of The Blau & Berg Company to list and market its condominium located at 201 Luis Marin Boulevard, Jersey City, New Jersey. The Debtor will pay the realtors a commission of 6% of the sale price or 5% of value of any lease negotiated. Messrs. Silverstein and Conte disclosed in court filings that their firms are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firms can be reached through: Gabriel Silverstein Angelic Real Estate 1330 Avenue of the Americas, 23rd Floor New York, NY 10019 Phone: (212) 498-7000 - and – Alessandro Conte The Blau & Berg Company 830 Morris Turnpike, Suite 201 Short Hills, NJ 07078 Email: info@blauberg.com Phone: 973-379-6644 Fax: 973-379-1616 About 201 Luiz Marin Realty LLC Based in Jersey City, New Jersey, 201 Luiz Marin Realty, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 17-31443) on October 23, 2017. Stephen Anatro, its managing member, signed the petition. The Debtor is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). At the time of the filing, the Debtor disclosed zero assets and $3.37 million in liabilities. Judge Stacey L. Meisel presides over the case. The Law Offices of Jerome M. Douglas, LLC represents the Debtor as bankruptcy counsel. ADVANCED CONTRACTING: Seeks to Hire CBIZ MHM & Appoint CRO ---------------------------------------------------------- Advanced Contracting Solutions seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire CBIZ MHM, LLC and designate the firm's managing director Jeffrey Varsalone as its chief restructuring officer. Mr. Varsalone and his firm will provide these services in connection with the Debtor's Chapter 11 case: (a) analyzing the business, operations and financial condition of the Debtor; (b) assisting the Debtor in managing short-term liquidity, including the preparation of a 13-week cash flow forecast and monitoring short-term liquidity; (c) assisting the Debtor in preparing financial projections; (d) evaluating strategic alternatives; (e) providing testimony on matters that are within the firm's expertise; and (f) assisting the Debtor and its counsel in negotiations. The firm's hourly rates range from $195 to $605. Mr. Varsalone will charge an hourly fee of $605. Prior to the petition date, CBIZ received payments in the total amount of $60,000 as retainer. Mr. Varsalone disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. CBIZ can be reached through: Jeffrey T. Varsalone CBIZ MHM, LLC 500 Boylston Street, 4th Floor Boston, MA 02116 Phone: 617-761-0600 / 212-790-5876 Email: jvarsalone@cbiz.com About Advanced Contracting Solutions Advanced Contracting Solutions, LLC -- acsnyllc.com -- is a privately-held company in Bronx, New York, that provides antenna installation services. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-13147) on November 6, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. Judge Sean H. Lane presides over the case. ALGODON WINES: Reports $2.05 Million Net Loss for Third Quarter --------------------------------------------------------------- Algodon Wines & Luxury Development Group, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to common stockholders of $2.05 million on $273,135 of sales for the three months ended Sept. 30, 2017, compared to a net loss attributable to common stockholders of $2.14 million on $262,979 of sales for the same period during the prior year. For the nine months ended Sept. 30, 2017, the Company reported a net loss attributable to common stockholders of $5.79 million on $1.30 million of sales compared to a net loss attributable to common stockholders of $7.43 million on $993,934 of sales for the nine months ended Sept. 30, 2017. As of Sept. 30, 2017, Algodon Wines had $8.84 million in total assets, $4.03 million in total liabilities, $7.61 million in series B convertible redeemable preferred stock, and a total stockholders' deficiency of $2.80 million. The Company incurred losses from continuing operations of $1,873,049 and $5,506,089 during the three and nine months ended Sept. 30, 2017, respectively. The Company has an accumulated deficit of $73,244,201 at Sept. 30, 2017. Cash used in operating activities was $6,395,961 and $4,785,353 for the nine months ended Sept. 30, 2017 and 2016, respectively. The aforementioned factors, said the Company, raise substantial doubt about its ability to continue as a going concern. "The Company needs to raise additional capital in order to expand its business objectives. The Company funded its operations for the nine months ended September 30, 2017 and 2016 primarily through private placement offerings of $7,612,319 and $5,547,590, respectively. If the Company is not able to obtain additional sources of capital, it may not have sufficient funds to continue to operate the business for the next twelve months. Historically, the Company has been successful in raising funds to support its capital needs. Management believes that it will be successful in obtaining additional financing; however, no assurance can be provided that the Company will be able to do so. There is no assurance that these funds will be sufficient to enable the Company to attain profitable operations or continue as a going concern. To the extent that the Company is unsuccessful, the Company may need to curtail its operations and implement a plan to extend payables and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Such a plan could have a material adverse effect on the Company's business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations, liquidate and/or seek reorganization in bankruptcy." A full-text copy of the Form 10-Q is available for free at: https://is.gd/feLLND Amended Form 8-K Report Algodon Wines has amended the Company's Current Report on Form 8-K dated Sept. 14, 2017 and filed with the SEC on Oct. 10, 2017. As disclosed in the Original Filing, the Company reported the sales of shares of its Series B Convertible Preferred Stock between Sept. 1, 2017 and Sept. 29, 2017 to accredited investors. During that period, the correct total cash proceeds was $218,000 and the correct total number of Series B Preferred issued was 21,800. About Algodon Wines Through its wholly-owned subsidiaries, Algodon Wines & Luxury Development Group, Inc. -- http://www.algodongroup.com/-- invests in, develops and operates real estate projects in Argentina. AWLD operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. The activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. AWLD distributes its wines in Europe through its United Kingdom entity, Algodon Europe, LTD. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Algodon Wines reported a net loss of $10.04 million on $1.52 million of sales for the year ended Dec. 31, 2016, compared to a net loss of $8.27 million on $1.86 million of sales for the year ended Dec. 31, 2015. ALPHATEC HOLDINGS: Files Amended $100M Prospectus with SEC ---------------------------------------------------------- Alphatec Holdings, Inc., filed an amended Form S-3 registration statement with the Securities and Exchange Commission relating to the sale of up to $100,000,000 in the aggregate of common stock, preferred stock, debt securities, warrants and units. The Company's common stock is listed on The NASDAQ Global Select Market under the symbol "ATEC." On Nov. 13, 2017, the last reported sale price of the Company's common stock on The NASDAQ Global Select Market was $3.60 per share. As of Nov. 13, 2017, the aggregate market value of the Company's outstanding common stock held by non-affiliates, or public float, was approximately $46,463,670 based on 12,906,575 shares of outstanding common stock, at a price of $3.60 per share, which was the last reported sale price of its common stock on The Nasdaq Global Select Market on Nov. 13, 2017. The Company has not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month that ends on and includes the date of this prospectus. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell securities registered on this registration statement in a public primary offering with a value exceeding more than one-third of its public float in any 12-month period so long as its public float remains below $75.0 million. A full-text copy of the regulatory filing is available at: https://is.gd/iqSd9I About Alphatec Holdings Alphatec Holdings, Inc., through its wholly owned subsidiary Alphatec Spine, Inc. -- http://www.alphatecspine.com/-- is a medical device company that designs, develops, and markets spinal fusion technology products and solutions for the treatment of spinal disorders associated with disease and degeneration, congenital deformities, and trauma. The Company's mission is to improve lives by providing innovative spine surgery solutions through the relentless pursuit of superior outcomes. The Company markets its products in the U.S. via independent sales agents and a direct sales force. Alphatec reported a net loss of $29.92 million in 2016, a net loss of $178.7 million in 2015 and a net loss of $12.88 million in 2014. As of Sept. 30, 2017, Alphatec had $79.77 million in total assets, $89.68 million in total liabilities, $23.60 million in redeemable preferred stock and a total stockholders' deficit of $33.51 million. ALTA MESA: Incurs $24.2 Million Net Loss in Third Quarter --------------------------------------------------------- Alta Mesa Holdings, LP, filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $24.20 million on $75.34 million of total operating revenues for the three months ended Sept. 30, 2017, compared to a net loss of $26.56 million on $54.53 million of total operating revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported a net loss of $14.60 million on $230.47 million of total operating revenues compared to a net loss of $120.96 million on $146.52 million of total operating revenues for the same period a year ago. Alta Mesa reported a net loss of $167.9 million for the year ended Dec. 31, 2016, and a net loss of $131.8 million for the year ended Dec. 31, 2015. The Company's balance sheet at Sept. 30, 2017, showed $1.08 billion in total assets, $866.39 million in total liabilities and $217.50 million in partners' capital. Adjusted earnings before interest, income taxes, depreciation, depletion and amortization and exploration costs for the third quarter of 2017 was $31.2 million compared to $38.4 million for the third quarter of 2016. The change in Adjusted EBITDAX between the two periods is primarily the net result of non-recurring general and administrative expense, lower settlements of oil and gas derivative contracts and an increase in marketing and transportation expense. This decrease was partially offset by an increase in commodity revenues. Total Company production volumes in the third quarter of 2017 totaled 2.3 MMBOE, or an average of 25.2 MBOE per day, compared to 1.8 MMBOE or 20.0 MBOE per day in the third quarter of 2016. The increase in production is primarily a result of the continued successful development of Alta Mesa's STACK play in Kingfisher County, Oklahoma. The Company's total production mix was 66% oil and natural gas liquids (77% oil, 23% liquids) for the third quarter 2017. Oil, natural gas and natural gas liquids revenue for the third quarter of 2017 totaled $75.3 million compared to $54.5 million in the third quarter of 2016. The change in revenues between the two periods was due primarily to the increase in oil, natural gas and natural gas liquids production, offset in part by the decrease in net realized commodity prices. Realized prices for oil (including settlements of derivative contracts) for the third quarter of 2017 were $48.00 per barrel, compared to $60.35 per barrel in the third quarter of 2016. Realized prices for natural gas liquids (including settlements of derivative contracts) for the third quarter of 2017 were $22.14 per barrel compared to $15.85 per barrel in the third quarter of 2016. The third quarter of 2016 included settlements of oil derivative contracts prior to contract expiry of $18.2 million. Realized prices for natural gas (including settlements of derivative contracts) in the third quarter 2017 were $2.71 per MCF, compared to $2.92 per MCF in the third quarter of 2016. The third quarter of 2016 included settlements of natural gas derivative contracts prior to contract expiry of $2.4 million. Alta Mesa has an active hedging program. As of September 30, 2017, the Company had hedged approximately 73% of its forecasted production of proved developed producing reserves through 2019 at weighted average annual floor prices ranging from $50.00 per Bbl to $51.37 per Bbl for oil and $3.18 per MMBtu to $4.43 per MMBtu for natural gas. Production costs, which include lease and plant operating expense, marketing and transportation expense, production and ad valorem taxes and workover expense were $28.6 million, in the third quarter of 2017, or $12.34 per BOE, compared to $23.5 million, or $12.75 per BOE in the third quarter of 2016. The increase between the two periods is primarily related to increased throughput and associated fees for our properties in the STACK at the Kingfisher Midstream, LLC processing facility, in addition to an increase in compression and chemical expense. General and administrative expense in the third quarter of 2017 was $17.5 million compared to $10.7 million in the third quarter of 2016. The difference in general and administrative expense between the two periods is primarily due to non-recurring fees attributable to the proposed merger with Silver Run Acquisition Corporation II during the third quarter of 2017 of approximately $2.5 million and one time settlement expense of $4.6 million. Operational Highlights STACK Play, Oklahoma In Alta Mesa's Oklahoma STACK play, the Company has assembled a highly contiguous leasehold position which has grown from approximately 45,000 net acres in early 2015, to approximately 130,000 net acres at the end of the third quarter of 2017. The Company is targeting the Mississippian-age Osage, Meramec, and Manning formations and the Pennsylvanian-age Oswego formation. In the third quarter of 2017, the Company completed 36 horizontal wells in the Osage and Meramec formations. The Company had 43 horizontal wells in progress as of the end of the third quarter, 13 of which were on production subsequent to the end of the quarter. The Company has allocated over 95% of its 2017 capital expenditure budget, including acquisitions, to the STACK. Capital expenditures (including acquisition costs) for this area in 2017 through the third quarter were $286 million out of the total Company expenditures of $300 million. Average daily production for this core area in the third quarter of 2017 was approximately 20.5 MBOE per day (67% oil and natural gas liquids), an increase of 51% compared to 13.6 MBOE per day in the third quarter of 2016. A full-text copy of the Form 10-Q is available for free at: https://is.gd/NCuBYY About Alta Mesa Headquartered in Houston, Texas, Alta Mesa Holdings, LP -- http://www.altamesa.net/-- is a privately-held, independent exploration and production company primarily engaged in the acquisition, exploration, development and production of oil, natural gas and natural gas liquids within the United States. The Company has transitioned its focus from its diversified asset base composed of a portfolio of conventional assets to an oil and liquids-rich resource play in the eastern portion of the Anadarko Basin in Oklahoma (the "STACK") with an extensive inventory of drilling opportunities. AMPLIFY SNACK: Moody's Lowers CFR to B3; Outlook Stable ------------------------------------------------------- Moody's Investors Service downgraded Amplify Snack Brands, Inc.'s Corporate Family Rating (CFR) to B3 from B2 and its Probability of Default Rating to B3-PD from B2-PD. At the same time, Moody's downgraded the company's revolving credit facility rating and term loan rating to B3 from B2. In addition, Moody's affirmed the SGL-2 Speculative Grade Liquidity Rating. The ratings outlook is stable. The downgrade reflects Moody's view that debt to EBITDA will remain above 6 times over at least the next two years. This is well above Moody's original expectations and a result of substantially lower earnings. Amplify's earnings are lower because of increased competition and a challenging retail environment. Moody's expect these pressures to continue over the next year. Higher costs driven by increased marketing spending and additional personnel are also negatively impacting earnings. Moody's downgraded the following ratings: - Corporate Family Rating to B3 from B2 - Probability of Default Rating to B3-PD from B2-PD - $50 mil. first lien revolving credit facility to B3 (LGD 3) from B2 (LGD 3) - $600 mil. first lien term loan due 2023 to B3 (LGD 3) from B2 (LGD 3) Moody's affirmed the following rating: - Speculative Grade Liquidity Rating at SGL-2 The ratings outlook is stable. RATINGS RATIONALE Amplify's B3 Corporate Family Rating reflects its very high financial leverage with debt/EBITDA over 7 times, modest scale, and the majority of its revenue derived from one branded product. The rating also reflects the company's good operating margins, a good liquidity profile, and the strong market position of its SkinnyPop brand within the narrowly defined but growing "better-for-you" ready-to-eat popcorn category. The stable outlook reflects Moody's expectation that Amplify will continue to have product concentration with high financial leverage. The ratings could be downgraded if operating performance continues to decline, liquidity deteriorates, or free cash flow turns negative. The ratings could be upgraded if operating margins stabilize and debt to EBITDA decreases below 6 times. Amplify Snack Brands, Inc., based in Austin Texas, sells snack foods to consumers primarily in the North American and European markets. The company's products include items it feels are "better-for-you" than many other snack foods on the market. Offerings include ready-to-eat popcorn under its Skinnypop brand, protein bars under its Oatmega brand, and several varieties of chips under the Paqui, Tyrrells, Lisa's, and Yarra Valley brands. Annual sales are around $375 million. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. ANSONIA 1692: Case Summary & 6 Unsecured Creditors -------------------------------------------------- Debtor: Ansonia 1692, LLC 419 SW 2nd Ave #1 Homestead, FL 33030-7005 Type of Business: Ansonia 1692's principal assets are located at 5405 SW 28th Ave Ocala, FL 34471-9549. The company is affiliated with 419 SW 2nd Avenue, LLC, which sought bankruptcy protection on Sept. 27, 2017 (Bankr. S.D. Fla. Case No. 17-21784). 419 SW owns and manages a 22-unit rental building located at 419 SW 2nd Avenue Homestead, Florida. Chapter 11 Petition Date: November 20, 2017 Case No.: 17-23972 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Laurel M Isicoff Debtor's Counsel: Stan L Riskin, Esq. ADVANTAGE LAW GROUP, P.A. 20801 Biscayne Blvd # 506 Aventura, FL 33180 Tel: 305-936-8844 Email: stan.riskin@gmail.com Total Assets: $1.22 million Total Liabilities: $637,000 The petition was signed by Jose Paradelo, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb17-23972.pdf APOLLO ENDOSURGERY: Appoints David Pacitti as Class I Director -------------------------------------------------------------- David C. Pacitti was appointed to the Board of Directors of the Company on Nov. 13, 2017. Mr. Pacitti will serve as a Class I director starting on Dec. 8, 2017, and his term will expire at the annual meeting of stockholders in 2018 and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Mr. Pacitti was also appointed to serve as a member of the Compensation Committee of the Board. The Board has affirmatively determined that Mr. Pacitti is an independent director pursuant to Nasdaq's governance listing standards and those rules and regulations issued pursuant to the Securities Exchange Act of 1934, as amended. In connection with his appointment to the Board and Compensation Committee of the Board, it is anticipated Mr. Pacitti will be granted pursuant to Apollo's 2017 Equity Incentive Plan an initial stock option and restricted stock award to acquire Apollo common stock, with an aggregate value of $55,000, each vesting in full on Dec. 8, 2018. Both the stock option and restricted stock award will have an exercise price equal to the closing price of Apollo common stock as reported on the NASDAQ Global Market on Dec. 8, 2017. In connection with his appointment, Apollo plans to enter into an indemnity agreement with Mr. Pacitti in connection with his services as a member of the Board. About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a medical device company focused on less invasive therapies for the treatment of obesity, a condition facing over 600 million people globally, as well as other gastrointestinal disorders. Apollo's device based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 80 countries today. Apollo's common stock is traded on NASDAQ Global Market under the symbol "APEN". Apollo Endosurgery reported a net loss attributable to common stockholders of $41.16 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $36.38 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Apollo Endosurgery had $114 million in total assets, $57.16 million in total liabilities and $56.83 million in total stockholders' equity. According to the Company's quarterly report for the period ended Sept. 30, 2017, "The Company has experienced operating losses since inception and occasional debt covenant violations and has an accumulated deficit of $169,706 as of September 30, 2017. To date, the Company has funded its operating losses and acquisitions through equity offerings and the issuance of debt instruments. The Company's ability to fund future operations will depend upon its level of future operating cash flow and its ability to access additional funding through either equity offerings, issuances of debt instruments or both." APOLLO ENDOSURGERY: President and Chief Commercial Officer Quits ---------------------------------------------------------------- Dennis McWilliams, 46, president and chief commercial officer resigned from his position with Apollo Endosurgery, Inc. on Nov. 13, 2017. In connection with Mr. McWilliams resignation, the Company entered into a separation, severance and general release agreement and transition services agreement, respectively. Apollo does not anticipate replacing Mr. McWilliams. In exchange for Mr. McWilliams execution of a general release and non-compete in favor of the Company, Mr. McWilliams will receive the following benefits: * Cash severance of six months of Mr. McWilliams annual base salary. * Continued health care coverage and COBRA for up to eight months consistent with what the Company currently provides, so long as Mr. McWilliams timely elects such continued coverage. * Continued vesting of all outstanding equity awards through the end of Mr. McWilliams transition services agreement. During the period following his resignation until Jan. 31, 2018 Mr. McWilliams will provide certain transition services of his duties and responsibilities as may be needed and in return, Mr. McWilliams will receive the following benefits: * Cash fee of $72,917 and reimbursement of reasonable business-related expenses, if any. About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a medical device company focused on less invasive therapies for the treatment of obesity, a condition facing over 600 million people globally, as well as other gastrointestinal disorders. Apollo's device based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 80 countries today. Apollo's common stock is traded on NASDAQ Global Market under the symbol "APEN". Apollo Endosurgery reported a net loss attributable to common stockholders of $41.16 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $36.38 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Apollo Endosurgery had $114 million in total assets, $57.16 million in total liabilities and $56.83 million in total stockholders' equity. According to the Company's quarterly report for the period ended Sept. 30, 2017, "The Company has experienced operating losses since inception and occasional debt covenant violations and has an accumulated deficit of $169,706 as of September 30, 2017. To date, the Company has funded its operating losses and acquisitions through equity offerings and the issuance of debt instruments. The Company's ability to fund future operations will depend upon its level of future operating cash flow and its ability to access additional funding through either equity offerings, issuances of debt instruments or both." APOLLO MEDICAL: Incurs $4.23 Million Net Loss in Second Quarter --------------------------------------------------------------- Apollo Medical Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $4.23 million on $40.48 million of net revenues for the three months ended Sept. 30, 2017, compared to a net loss of $1.47 million on $14.62 million of net revenues for the three months ended Sept. 30, 2016. For the six months ended Sept. 30, 2017, the Company reported a net loss of $8.06 million on $82.05 million of net revenues compared to a net loss of $2.37 million on $26.99 million of net revenues for the six months ended Sept. 30, 2016. As of Sept. 30, 2017, Apollo Medical had $41.17 million in total assets, $48.46 million in total liabilities and a total stockholders' deficit of $7.29 million. As of Sept. 30, 2017, has a net working capital deficit of approximately $7.0 million and an accumulated deficit of approximately $45.1 million. The primary source of liquidity as of September 30, 2017 is cash and cash equivalents of approximately $30.2 million, which includes the capitation payments received from CMS, all or most of which will be used to pay the corresponding fee for service claims liability in future months. The Company said these factors among others raise substantial doubt about its ability to continue as a going concern. According to Apollo Medical, "The ability of the Company to continue as a going concern is dependent upon the Company's ability to increase revenue, reduce costs, attain a satisfactory level of profitability, obtain suitable and adequate financing, and further develop business. In addition, the Company may have to reduce certain overhead costs through the deferral of salaries and other means, and settle liabilities through negotiation. There can be no assurance that management's plan and attempts will be successful." A full-text copy of the Form 10-Q is available for free at: https://is.gd/JM01Om About Apollo Medical Apollo Medical Holdings, Inc., and its affiliated physician groups -- http://apollomed.net/-- are patient-centered, physician-centric integrated population health management company working to provide coordinated, outcomes-based medical care in a cost-effective manner. Led by a management team with over a decade of experience, ApolloMed has built a company and culture that is focused on physicians providing high-quality medical care, population health management and care coordination for patients, particularly senior patients and patients with multiple chronic conditions. ApolloMed believes that the Company is well-positioned to take advantage of changes in the rapidly evolving U.S. healthcare industry, as there is a growing national movement towards more results-oriented healthcare centered on the triple aim of patient satisfaction, high-quality care and cost efficiency. Apollo Medical reported a net loss attributable to the Company of $8.96 million on $57.42 million of net revenues for the year ended March 31, 2017, compared to a net loss attributable to the Company of $9.34 million on $44.04 million of net revenues for the year ended March 31, 2016. BDO USA, LLP, in Los Angeles, California, expressed substantial doubt about the Company's ability to continue as a going concern in its report on the consolidated financial statements for the year ended March 31, 2017. The auditors said the Company has suffered recurring losses from operations and has generated negative cash flows from operations since inception, resulting in an accumulated deficit of $37.7 million as of March 31, 2017. ARMSTRONG ENERGY: Files Disclosure Statement, To be Heard Dec. 18 ----------------------------------------------------------------- BankruptcyData.com reported that Armstrong Energy filed with the U.S. Bankruptcy Court a Disclosure Statement for its Joint Chapter 11 Plan of Reorganization. According to the Disclosure Statement, "The Plan proposes to fund creditor recoveries from Cash on hand and the proceeds of a Sale Transaction pursuant to which the Debtors intend to transfer substantially all of the assets of the Estates. Following a robust marketing process, on November 1, 2017, the Debtors, the Supporting Senior Noteholders, and Knight Hawk executed a transaction agreement (the 'Transaction Agreement'), which contemplates the Sale Transaction. Although the Debtors will continue to market their assets on a postpetition basis, the Transaction Agreement represents a floor bid for the sale of the Debtors' assets. Subject to receiving a higher or otherwise better offer, the Debtors intend to consummate the Sale Transaction as contemplated under the Transaction Agreement and the Plan. Holders of Senior Notes Secured Claims will receive equity interests in HoldCo in satisfaction of $90 million of their Secured Claims and will receive their pro rata share of the remaining collateral securing their claims, which the Debtors anticipate will primarily be Cash on hand. Holders of the Senior Notes Secured Claims will receive $10 million in preferred equity of HoldCo and an economic interest in HoldCo consistent with the terms of the RSA and as more fully described in a term sheet between Knight Hawk and the Supporting Senior Noteholders." The Court scheduled a Dec. 18, 2017 hearing to consider the Disclosure Statement. About Armstrong Energy Inc. Armstrong Energy, Inc., through its 100% wholly owned subsidiary Armstrong Energy, Inc., and eight affiliates, including Armstrong Coal Company, Inc. sought Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Lead Case No. 17-47541) on Nov. 1, 2017, after reaching a plan that would transfer assets to the Company's senior bondholders and Knight Hawk Holdings, LLC, in exchange for a $90 million credit bid. Armstrong Coal Company, Inc., is a producer of steam coal in the Illinois Basin. Armstrong -- http://www.armstrongenergyinc.com/-- controls more than 565 million tons of proven and probable coal reserves and operates five mines in Western Kentucky. Armstrong ships coal to utilities via rail, truck and barge and has the capability to provide low cost custom blend coal to fuel virtually any electric power plant in the Midwest and Southeast regions of the nation. At the time of the bankruptcy filing, the Company employed approximately 600 individuals on a full-time basis. As of June 30, 2017, Armstrong Energy had $308.95 million in total assets, $435.3 million in total liabilities and a total stockholders' deficit of $126.3 million. The Hon. Kathy A. Surratt-States is the case judge. The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel; Armstrong Teasdale LLP as local counsel; Maeva Group, LLC, as financial advisor; FTI Consulting, Inc., as restructuring advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. The Supporting Holders tapped Paul, Weiss, Houlihan and Carmody MacDonald P.C. as counsel; and Houlihan Lokey, Inc., as financial advisor. Knight Hawk tapped Jackson Kelly PLLC as counsel. Majority shareholder Rhino Resource Partners Holdings LLC is represented by Thompson & Knight LLP. Thoroughbred Resources, L.P., is represented by Willkie Farr & Gallagher LLP. On November 8, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. ARTSONIG PTY: Chapter 15 Case Summary ------------------------------------- Chapter 15 Debtor: Artsonig Pty Limited Brightwater House Level 1 355 Scarborough Beach Road Osborne Park, WA 6017 Australia Type of Business: Artsonig Pty Limited is an Australian private company registered on June 13, 2006. Artsonig is a wholly owned subsidiary of Thornberry Holdings Pty Ltd and parent company of Bis Industries Ltd. Chapter 15 Petition Date: November 17, 2017 Chapter 15 Case No.: 17-13268 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. James L. Garrity Jr. Foreign Representative: Alexandre Roland Pierre Mechineau Treasurer and Secretary Foreign Proceeding in which Appointment of the Foreign Representative Occurred: In the Matter of Artsonig Pty Limited, No. 2017/00333478 Chapter 15 Petitioner's Counsel: Sandeep Qusba, Esq. Kathrine A. McLendon, Esq. Nicholas E. Baker, Esq. SIMPSON THACHER & BARTLETT LLP 425 Lexington Avenue New York, NY 10017 Tel: (212) 455-2000 Fax: (212) 455-2502 E-mail: squsba@stblaw.com kmclendon@stblaw.com nbaker@stblaw.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of the Chapter 15 petition is available at: http://bankrupt.com/misc/nysb17-13268.pdf ARTSONIG PTY: Seeks U.S. Recognition of Australian Restructuring ---------------------------------------------------------------- Australian logistics services provider Artsonig Pty Limited has sought Chapter 15 bankruptcy protection in New York in the U.S. to seek U.S. recognition of its financial restructuring proceedings in Australia. Artsonig is a holding company in a corporate enterprise -- BIS Group -- that is a leading provider of logistics services to the Australian resource sector. The BIS Group processes, handles and hauls materials for Australia's largest producers in the iron ore, coal, gold and nickel sectors. The Debtor's counsel, Sandeep Qusba, the head of Simpson Thacher & Bartlett LLP's bankruptcy and restructuring practice, explains that like many companies in the Australian resource sector, the BIS Group has been challenged by the slowdown in the global mining industry in recent years. Facing reduced sales and cash flow to service its debt and near term maturities, in late 2016 the Company began exploring a wide range of restructuring alternatives while simultaneously negotiating with some of its key financial stakeholders. These negotiations culminated in a series of support letters executed on July 19, 2017, pursuant to which certain of those stakeholders agreed to support, and the BIS Group agreed to pursue, a comprehensive financial restructuring through two parallel schemes of arrangement. Specifically, PIK Noteholders holding approximately 80% of the principal amount of PIK Notes issued by Artsonig have agreed to vote in favor of the Artsonig Scheme pursuant to which, among other things: * the PIK Noteholders will consent to the transfer of 100% of the equity interests in BIS Finance Pty Limited ("BIS Finance") (an indirect subsidiary of Artsonig) to a newly created Cayman company ("NewCo"), resulting in NewCo owning (and Artsonig relinquishing its indirect ownership interest in) each of the BIS Group operating entities (the "NewCo Transfer"); * the PIK Note Indenture will be amended and restated to, among other changes, extend the maturity date, subject to a three-year standstill on exercising remedies thereunder; * the PIK Noteholders will receive 4% of the common stock of NewCo ("NewCo Common Stock") on a fully diluted basis, subject to the completion of a recapitalization of BIS Finance that is contemplated to occur after the effective date of the Artsonig Scheme and after the effective date of the BIS Finance Scheme (the "BIS Finance Recapitalization"); and * the PIK Noteholders will release certain claims against Artsonig, the other members of the BIS Group and each of their officers and directors (such releases, and all other releases contained in the Artsonig Scheme or the Relevant Documents (as defined in the Artsonig Scheme), the "Scheme Releases"). Pursuant to the Support Letters, the Artsonig Scheme will be implemented in parallel with a separate scheme of arrangement (the "BIS Finance Scheme") for BIS Finance, an indirect subsidiary of Artsonig, although the respective schemes are not cross-conditioned. BIS Finance Lenders holding approximately 80% of the BIS Finance Loans under the BIS Finance Credit Agreement have agreed in the Support Letters to vote in favor of the BIS Finance Scheme, pursuant to which, among other things: * the NewCo Transfer will be consummated; * the BIS Finance Credit Agreement will be amended to lower the voting threshold necessary to approve the BIS Finance Recapitalization anticipated to occur after the effective date of the BIS Finance Scheme; * the BIS Finance Lenders will receive 100% of the NewCo Common Stock, subject to dilution by shares to be issued to PIK Noteholders upon the completion of BIS Finance Recapitalization; and * the BIS Finance Lenders will release certain claims against the Company's officers and directors. The BIS Finance Lenders party to the Support Letters (the "Supporting BIS Finance Lenders") have also agreed to approve the BIS Finance Recapitalization following implementation of the BIS Finance Scheme, but by no later than Oct. 31, 2018, subject to certain contingencies. As part of the BIS Finance Recapitalization, the principal outstanding under the junior tranches of the BIS Finance Credit Agreement will be reduced to no more than A$238.2 million (subject to certain agreed exceptions) and NewCo will issue 4% of the NewCo Common Stock (on a fully diluted basis) to the PIK Noteholders. However, there is no assurance the BIS Finance Recapitalization will be consummated, and the NewCo Transfer is not conditioned on such consummation. The Chapter 15 petition does not seek any relief with respect to the BIS Finance Scheme because BIS Finance has no assets in the United States, the BIS Finance Credit Agreement is not governed by any United States jurisdiction and the Supporting BIS Finance Lenders hold approximately 80% (by value) of the debt that is subject to that scheme, minimizing the risk of a dissenting creditor seeking to disrupt its implementation. On Nov. 3, 2017, Artsonig commenced the Australian Proceeding by filing its application with the Australian Court seeking, among other relief, approval of the Artsonig Scheme. On Nov. 17, 2017, the Australian Court held a hearing (the "First Court Hearing") to consider the application and ordered (the "Convening Order"), among other things, that a meeting of the PIK Noteholders be convened and held on Dec. 12, 2017 (the "Scheme Meeting") and a second hearing be held on Dec. 15, 2017 (the "Second Court Hearing") for the Australian Court to consider the results of the Scheme Meeting and, if the Australian Court considers it appropriate, enter an order approving the Artsonig Scheme (the "Scheme Approval Order"). Mr. Qusba contends that the relief requested by Chapter 15 petition and the petition for U.S. recognition of the U.S. proceedings is necessary because the PIK Note Indenture is governed by New York law and because Artsonig has certain, limited assets in the United States. Therefore, dissenting PIK Noteholders (if any) could seek to enforce remedies against Artsonig and/or its directors or officers in the United States with the intent to interfere with the Artsonig Scheme. Such actions would destabilize the entire Company and possibly frustrate the balance sheet restructuring that the overwhelming majority of the Company's financial creditors support. About Artsonig Pty Artsonig Pty Limited is a holding company in a corporate enterprise -- BIS Group -- that is a leading provider of logistics services to the Australian resource sector. Artsonig is a wholly owned subsidiary of Thornberry Holdings Pty Ltd and parent company of BIS Industries Ltd. On Nov. 3, 2017, Artsonig commenced proceedings in Australia to implement a comprehensive financial restructuring through two parallel schemes of arrangement. On Nov. 17, Artsonig sought Chapter 15 protection (Bankr. S.D.N.Y. Case No. 17-13268) in New York, in the U.S., to seek recognition of the Australian proceedings. The Hon. James L. Garrity Jr. presides over the U.S. case. Alexandre Roland Pierre Mechineau, the Company's treasurer and secretary, signed the Chapter 15 petition. Simpson Thacher & Bartlett LLP, serves as counsel in the U.S. case. B. LANE INC: Wants to Use Cash Collateral ----------------------------------------- B. Lane, Inc., seeks permission from the U.S. Bankruptcy Court for the District of New Jersey to use cash collateral allow the Debtors to continue operations until one or more sale transactions can be consummated. As of the Petition Date, the Debtors have outstanding secured debt in the current principal amount of $1.25 million, plus accrued interest (at the contract rate), fees and other costs owed to ACM Capital Fund I, LP, pursuant to a note and related (i) credit agreement and (ii) security agreement, each dated as of July 21, 2017. To secure the prepetition secured obligations owed under the Prepetition Facility, the Debtors granted the Prepetition Lender a first priority security interest in, and liens on, substantially all the Debtors' assets, but expressly excluding leasehold interests in non-residential real property leases. As adequate protection for any diminution in the value of ACM's interests in the pre-petition collateral from the Petition Date and thereafter, including any diminution resulting from the use of cash collateral on or after the Petition Date, ACM is granted valid, binding, enforceable and automatically perfected liens on and security interests in all personal property of the Debtors. The use of cash collateral will also preserve the value of the Debtors' estates for all parties-in-interest, including the Prepetition Lender, preserve employment for their hundreds of employees, and preserve the Debtors' going-concern value while they run an expedited sale process under Section 363 of the Bankruptcy Code. A copy of the court order is available at: http://bankrupt.com/misc/njb17-32958-14.pdf About B. Lane B. Lane, Inc., d/b/a Fashion to Figure -- https://www.fashiontofigure.com/ -- operates as a retailer of plus size fashion apparel for women. The company sells dresses, denim, jumpsuits & rompers, accessories, tops, bottoms, and jackets with store locations in Connecticut, Delaware, Georgia, Maryland, Massachusetts, New Jersey, and New York. B. Lane and its affiliates filed Chapter 11 petitions (Bankr. D.N.J. Lead Case No. 17-32958) on Nov. 13, 2017, estimating assets and liabilities $1 million to $10 million. Michael Kaplan, CEO, signed the petitions. Judge John K. Sherwood is assigned to these cases. The Debtors tapped Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, as counsel. BELIEVERS BIBLE: Asset Sale, Talks with Creditors Delay Exit Plan ----------------------------------------------------------------- Believers Bible Christian Church, Inc., asks the U.S. Bankruptcy Court for the Northern District of Georgia to extend the exclusivity periods for the Debtor to file a plan through and including April 2, 2018, and to solicit acceptances of that plan through and including April 30, 2018. A hearing to consider the Debtor's request is scheduled for Dec. 7, 2017. The Debtor is still attempting to negotiate a plan with its major creditors. The Debtor is currently working with a real estate agent to negotiate the sale of two parcels of land and the projected sale date is indeterminate. A copy of the Debtor's request is available at: http://bankrupt.com/misc/ganb16-65531-82.pdf As reported by the Troubled Company Reporter on Oct. 27, 2017, the Court previously extended the Debtor's exclusive period to file a plan, through Dec. 31, 2017, as well as the solicitation deadline through Jan. 30, 2018. About Believer's Bible Christian Church Believers Bible Christian Church, Inc., based in Atlanta, Georgia, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 16-65531) on Sept. 2, 2016, listing assets and debts at $1 million to $10 million at the time of the filing. William A. Rountree, Esq., at Macey, Wilensky & Hennings LLC, serves as Chapter 11 counsel. The 2016 petition was signed by Theo A. McNair Jr., its president. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the 2016 case. Believer's Bible previously filed for Chapter 11 (Bankr. N.D. Ga. Case No. 08-61958) on Feb. 4, 2008, and was represented by Paul Reece Marr, Esq., at Paul Reece Marr, P.C. The 2008 case was assigned to Judge Joyce Bihary. The Debtor estimated assets and debts at $1 million to $10 million at the time of the filing. The Debtor employed Price Realty Group, as real estate agent, to sell two parcels of real property it owns located along Campbellton Road, Atlanta, Georgia. BENZEEN INC: Case Summary & Unsecured Creditor ---------------------------------------------- Debtor: Benzeen Inc. 3243 Iredell Lane Los Angeles, CA 91604 Type of Business: Benzeen Inc. is a privately held company in Los Angeles, California founded in 2004. The company previously sought bankruptcy protection on March 19, 2014 (Bankr. C.D. Calif. Case No. 14-11405). Chapter 11 Petition Date: November 20, 2017 Case No.: 17-13113 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Maureen Tighe Debtor's Counsel: Robert Reganyan, Esq. REGANYAN LAW FIRM 100 N Brand Blvd #18 Glendale, CA 91203 Tel: 818-649-0879 Fax: 818-583-1708 E-mail: reganyanlawfirm@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Roman Preys, president. The Debtor listed Riverside Investors LLC as its sole unsecured creditor. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb17-13113.pdf BLACKBOARD INC: S&P Lowers CCR to 'B-', Outlook Stable ------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on Washington, D.C.-based Blackboard Inc. to 'B-' from 'B'. The outlook is stable. S&P said, "At the same time, we lowered our issue-level rating on the company's first-lien secured debt to 'B' from 'B+'. The recovery rating remains '2' and reflects our expectation for substantial recovery (70%-90%; rounded estimate: 80%) in the event of payment default. "We also lowered our issue-level rating on the company's second-lien senior secured notes to 'CCC' from 'CCC+'. The recovery rating remains '6' and reflects our expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of payment default. "The downgrade stemmed from our revised expectation for Blackboard's modest FOCF generation over the next 12 months, flat organic revenue growth, reduced covenant headroom, and increased competitive pressures. Whereas we had expected the company's FOCF to debt to be at least 3% for 2017, we now expect it to be negative in 2017 and modestly positive in 2018 and 2019 at 1%-2.5%, which does not support our previous rating on the company. "We revised our estimates following Blackboard's third-quarter earnings report of persistent organic revenue declines year-over-year in its core North American Higher Education (NAHE) segment (about 37% of revenues), which we estimate to be in the mid-single-digit percentage area. We believe the trend will moderate in 2018 because of Blackboard's focus on product investment and recently released software enhancements, which should support modest total revenue growth of 1%-2% over the coming year. "The stable outlook reflects our view that the company will return to positive FOCF in 2018 after multiple years of high investment spending and other nonrecurring costs. The stable outlook reflects our expectation for low-single-digit percentage organic revenue growth in 2018 and stable to improving EBITDA such that the company maintains sufficient covenant headroom (more than 10% cushion). The stable outlook also reflects Blackboard's good market position in its core learning management systems market, a meaningful installed base, and high recurring revenue streams. "We could lower our corporate credit rating on the company if a covenant breach seems more likely than not over the next 12 months or if we expect free cash flow to remain negative, leading us to believe the capital structure is unsustainable. A lower rating could also result from debt-funded acquisitions that require excessive integration spending relative to the company's liquidity. "We believe an upgrade is unlikely over the next 12 months because of the company's modest free cash flow generation expected in 2018 and 2019. However, we could raise the rating if the company sustains free cash flow to debt in the mid-single-digit percentage area, leverage in the low-7x area, and EBITDA covenant cushion greater than 15% through the company's peak working capital cycle in the second quarter." BOMBARDIER INC: Fitch Rates New $900MM Unsecured Notes 'B/RR4' -------------------------------------------------------------- Fitch Ratings has assigned a rating of 'B'/'RR4' to Bombardier Inc.'s (BBD) planned issuance of approximately $900 million of senior unsecured notes. Proceeds will be available to repay $600 million of outstanding 4.75% notes due 2019 and for general corporate purposes. The Rating Outlook is Negative. KEY RATING DRIVERS Proceeds from the new notes in excess of amounts used to repay outstanding 4.75% notes due 2019 would increase BBD's cash balances during a period of negative free cash flow (FCF). BBD is ramping up production of the C Series and is completing development of the Global 7000 business jet which is expected to see entry-into-service in late 2018. Key rating concerns include the timing of a return to positive FCF, high leverage which will be slightly higher on a gross basis after the new debt is issued, and the long term success of the C Series program. Fitch expects FCF will be approximately negative $1 billion in 2017 due to significant investment for BBD's aircraft programs, including the negative impact of slower than anticipated deliveries of the C Series in 2017 and possibly 2018. Fitch estimates FCF could be negative in 2018 but at a substantially improved level compared to 2017 due to higher revenue in both the aerospace and transportation businesses and a decline in capital spending toward sustainable levels. BBD continues to target consolidated breakeven FCF in 2018 and breakeven cash flow for the C Series in 2020. Fitch views these goals as challenging but they could be achieved if margins and working capital performance are stronger than assumed by Fitch and if the C Series production ramp is executed successfully despite a recent set-back in the delivery schedule. Significant cash usage during aircraft development programs is typical in Fitch's aerospace ratings portfolio, but has a higher level of relevancy to BBD's credit profile given the company's high debt levels and steady debt maturities starting in 2020, excluding the 2019 notes to be repaid. BBD reduced its delivery forecast to 20-22 C Series aircraft in 2017 compared to at least 30 as originally planned due to slow engine deliveries by Pratt & Whitney (P&W) associated with durability issues on the engines. Fitch believes the delay does not significantly alter long-term prospects for the C Series program, and that the impact on liquidity will be largely offset by supplier advances from P&W. BBD has maintained its production schedule but estimates deliveries in 2018 could be at the low end, or slightly below, its original plan of 45-55 aircraft. The ratings for BBD also consider low industry demand for business jets and weak but improving operating performance. The Negative Outlook reflects concerns about the timing of a return to positive FCF, the risk of insufficient liquidity in the event of large working capital requirements or weak operating results, BBD's long-term competitiveness in its rail business, and concerns about trade risks including the possible impact of tariffs on the C Series. Trade pressures represent a meaningful risk for the C Series program. The U.S. Department of Commerce (DOC) recently made a preliminary ruling that the C Series would incur a 300% tariff on sales to U.S. customers. Subsequently, BBD and Airbus reached an agreement under which Airbus would acquire a 50.01% stake in the C Series, which could potentially allow sales to U.S. customers to proceed without incurring the tariff. The transaction is expected to close in the second half of 2018 (2H18). In Fitch's view, the effect of the Airbus agreement on tariffs is uncertain until the U.S. International Trade Commission makes a final determination, expected in early 2018; in addition, the Airbus agreement may not address other aspects of the trade disputes with Brazil and the U.S. Airbus's participation in the C Series program does not remove execution risk in ramping up C Series production although it could boost the value of the C Series based on Airbus' procurement, marketing, and customer support capabilities, all of which could combine to make the aircraft more attractive to airlines and aircraft lessors. Concerns about a lack of material orders since the second quarter of 2016 (2Q16) have been reduced by recent announcements of letters of intent with two international customers for firm orders for 43 aircraft, excluding options, which are expected to be concluded by the end of 2017. Fitch expects revenue in 2017 will be roughly flat as growth in the transportation segment offsets lower deliveries of business jets and commercial aircraft. Industry demand for business jets, which are core to BBD's long-term performance, remains weak with limited upside in 2018. The impact on BBD's results is offset by improving orders and revenue in the transportation business. Margins in the transportation and business aircraft segments have been better than Fitch's original estimates, reflecting benefits from restructuring in transportation and a higher mix of large, higher-margin business aircraft. Successful implementation of two restructuring programs launched during 2016 could address BBD's relatively low margins, which continue to be a credit concern. BBD incurred $215 million of restructuring expense in 2016 and plans to incur $250 million-$300 million of charges in 2017, including $218 million in the first nine months. Restructuring is intended to reduce BBD's workforce by 14,500 employees, or roughly 20% of BBD's total headcount, between 2016 and 2018, with workforce reductions concentrated at BT and Aerostructures. BBD estimates annual cost savings will reach $500 million-$600 million by the end of 2018. Rating concerns include competitive pressure in each of BBD's segments, the risk of C Series cancellations, high leverage, and the pension deficit. Fitch believes a meaningful decline in leverage over the long term will be difficult to achieve without successful execution by BBD in a number of areas, most of which appear to be on track with the company's plans. These areas include a successful ramp of C Series production, timely entry into service of the Global 7000 business jet, higher margins at BT, and a clear plan to address the reduction of earnings and cash flow associated with third-party interests in BT and the C Series. These stakes reduce BBD's share of long-term earnings in the businesses and could make it difficult for BBD to reduce leverage over the long term. Rating concerns are mitigated by BBD's diversification, well-established market positions in its business jet, commercial turboprop, and rail transportation businesses; progress toward building higher margins; and adequate liquidity in the near term. In addition, the C Series appears to be meeting or exceeding performance targets with initial airline customers. DERIVATION SUMMARY BBD has well-established positions in its key aerospace and transportation markets. There is significant competition in all of BBD's markets, and several competitors are larger or generate higher margins, putting BBD at a disadvantage with respect to funding new programs in the aerospace business and supporting working capital at Bombardier Transportation (BT). Following the pending transaction between Siemens AG (A/Stable) and Alstom SA, BT will be the third largest competitor in the rail equipment sector that is expected to see further consolidation. In aerospace, BBD has a smaller presence than Embraer S.A. (BBB-/Stable) in the regional jet market and generates lower revenue and margins than Gulfstream (a subsidiary of General Dynamics Corporation [A/Stable]) in business jets. Boeing and Airbus are competitors at the large end of the market served by the C Series and are much larger and strongly capitalized. BBD's credit profile is weaker than most of its peers due to significant investment in the C Series well above the company's original estimates, and has resulted in high debt and leverage, negative FCF and pressure on liquidity. BBD's sale of partial interests in its aerospace and transportation businesses that were used to improve liquidity could constrain its ability to realize benefits from any future improvement in operating and financial performance. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- FCF in 2017 will be near negative $1 billion and improves but remains negative in 2018. Fitch estimates FCF could reach breakeven or higher in 2019 if BBD executes effectively on the C Series and Global 7000 programs; -- Airbus acquires 50.01% of the C Series program in 2H18; -- If a final ruling by the U.S. International Trade Commission confirms large tariffs on C Series sales to U.S. customers, BBD receives sufficient orders from international customers to at least break even on the program over the long term; -- Business jet deliveries in 2017 decline to 135 aircraft compared to 163 in 2016 and are stable in 2018 before the Global 7000 begins to ramp up; -- C Series deliveries in 2017 total 20-22 aircraft, below Fitch's previous expectation of at least 30; deliveries in 2018 increase to at least 40 aircraft; -- The commercial aircraft segment experiences losses through 2019 due to production losses on the C Series; -- Development spending begins to decline in 2018 due to entry into service for the Global 7000 in the last half of the year; -- BT generates higher revenues and margins in 2017 and modest improvements in 2018 due to order growth and restructuring. Over the longer term, BT's performance could be pressured by a high level of competition associated with industry consolidation. Recovery analysis -- The analysis for BBD reflects Fitch's expectation that the enterprise value of the company, and recovery rates for creditors, would be maximized as a going concern rather than through liquidation. Fitch has assumed a 10% administrative claim. -- Going-concern EBITDA includes the business jet and aerostructures segments at low-to-mid cycle levels in 2017. EBITDA of $450 million-$500 million after eliminations is approximately steady compared to 2016 but does not include expected long-term benefits from the C Series and Global 7000. Fitch does not include an estimate for regional aircraft, which Fitch believes contribute relatively little to overall profitability. -- An EBITDA multiple of 6x is used to calculate a post- reorganization valuation, below the 6.4x median for the industrial and manufacturing sector. The multiple incorporates weak demand in the business jet market and risks related to entry into service of the Global 7000, and uncertainty as to volumes in the aerostructures segment related to the C Series. -- In a distress scenario Fitch assumes BT is separated from BBD and excluded from bankruptcy, as BT is relatively independent of BBD's aerospace business. Fitch uses a value of $3.5 billion for BBD's 70% interest in BT based on Caisse de depot et placement du Quebec's purchase of a 30% interest for $1.5 billion in 2016. The value is reduced by one-third to reflect typical execution risk related to ongoing restructuring and uncertainty as to the long-term impact of industry consolidation. BT is consistently profitable, generates positive FCF and has a limited amount of outstanding debt, although its use of factoring and forfaiting is substantial. -- Fitch does not include a value for the C Series program due to negative cash flow expected for several years, uncertainty about the ultimate level of customer demand, and the undetermined impact of trade risks. -- Fitch assumes BBD's revolver is fully drawn. -- The recovery model produces a Recovery Rating of 'RR4' for unsecured debt and bank credit facilities, reflecting average recovery prospects (31%-50%) in a distress scenario. The 'RR6' for preferred stock reflects a low priority position relative to BBD's debt. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a downgrade of BBD's ratings include: -- Negative FCF does not improve significantly in 2018 and is expected to remain negative beyond 2018, contributing to increased concerns about liquidity; -- Year-end cash balances decline below $2 billion before there is a clear path to reach positive FCF; -- In the event of large U.S. tariffs, the negative impact on C Series sales is not offset by the addition of new international customers; -- The C Series program is unable to achieve breakeven cash flow by 2020 due to low orders or high production costs; -- BT becomes less competitive over time due to industry consolidation; -- Weak industry demand for business jets and regional aircraft lead to further production cuts; -- Operating margins deteriorate from current levels. Future developments that may, individually or collectively, lead to a Stable Rating Outlook include: -- FCF improves and appears likely to reach breakeven in 2018 and become solidly positive thereafter; -- Steady improvements in segment operating margins, excluding the expected negative impact of C Series production; -- Airbus' participation in the C Series program leads to increased orders and profitability following the program ramp- up; -- Order rates for business and regional aircraft support high customer advances and improved FCF; -- Consistently lower leverage, including debt/EBITDA below 6.0x. LIQUIDITY BBD's liquidity at Sept. 30, 2017 included cash of $1.8 billion plus nearly $1 billion of availability under bank facilities. A $400 million bank revolver that matures in 2020 is available to BBD and BA. BT has a separate EUR640 million ($753 million) revolver that matures in 2020 under which EUR150 million ($177 million) was outstanding. BA and BT also have letter of credit facilities that are used to support performance risk and secure advance payments from customers. There are no long-term debt maturities in 2018 and proceeds from the proposed notes would refinance all of BBD's long term debt due in 2019. Other scheduled maturities of long term debt in the next four years include approximately $850 million due in 2020 and $2.3 billion due in 2021. BBD's bank facilities contain various covenants including minimum liquidity, a minimum fixed-charge ratio, maximum gross debt and minimum EBITDA, all excluding BT. Covenants in BT's bank facilities include minimum liquidity, minimum equity, and a maximum debt/EBITDA ratio, all calculated for BT on a stand-alone basis. Minimum required liquidity at the end of each quarter is between $750 million-$850 million for the BBD facility depending on the EBITDA to fixed charges ratio, and EUR600 million at BT. BBD does not publicly disclose required levels for other covenants. Fitch estimates the lowest levels of covenant compliance typically occur in the middle of the year, instead of at year-end, because of BBD's cash flow profile. Financial covenants were all met as of Sept. 30, 2017, but Fitch believes there is a risk that weaker than expected operating results or an increase in debt could result in noncompliance. In addition to the two committed bank facilities, BBD has other facilities including bilateral agreements and bilateral facilities with banks and insurance companies. BA uses committed sale and leaseback facilities (no outstandings at Sept. 30, 2017) to help finance its trade-in inventory of used business aircraft. In addition, BT uses off-balance-sheet non-recourse factoring facilities in Europe ($1.1 billion outstanding at Sept. 30, 2017) and forfaiting arrangements with third party advance providers ($568 million at Sept. 30, 2017) in exchange for rights to customer payments on long-term contracts at BT. BBD makes significant pension contributions which it estimates will total $263 million in 2017 compared to $273 million in 2016. Net pension liabilities totaled $2.2 billion at the end of 2016, including $1.5 billion at funded plans. FULL LIST OF RATING ACTIONS Fitch currently rates BBD: -- Issuer Default Rating 'B'; -- Senior unsecured bank revolver 'B'/'RR4'; -- Senior unsecured debt 'B'/'RR4'. -- Preferred stock 'CCC+'/'RR6'. The Rating Outlook is Negative. BBD's debt at Sept. 30, 2017 as calculated by Fitch totalled approximately $10.8 billion. BOMBARDIER INC: Moody's Rates New $900MM Sr. Secured Notes Caa1 --------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to Bombardier Inc.'s proposed new $900 million senior unsecured notes due 2024. Proceeds will be used to tender its $600 million of debt maturing in 2019, and add cash to the balance sheet. The company's B3 Corporate Family Rating ("CFR"), B3-PD Probability of Default Rating and SGL-2 Speculative Grade Rating remain unchanged. The ratings outlook remains negative. Assignments: Issuer: Bombardier Inc. -- Senior Unsecured Regular Bond/Debenture, Assigned Caa1(LGD4) RATINGS RATIONALE Bombardier's B3 CFR is constrained by its significant financial leverage (13x at Q3/17), execution risk on its new aircraft programs (the C Series and Global 7000), increasing competitiveness in its aircraft and rail transport businesses, and an uncertain ability to generate positive free cash flow in 2018, but mitigated by good liquidity for the next year, significant scale and diversity and an existing 4 year order backlog at in its transport business. Moody's expects consolidated LTM adjusted debt to EBITDA to decline to about 9x at year end 2018 from 13x at Sept 2017. However using a proportional accounting (70% of transportation, 50% of C Series) it will be as high as 14x at year end 2017 and 13x at year end 2018. Furthermore cash to Bombardier from Bombardier Transport is through a dividend, the size of which it does not unilaterally control as approval for dividends is required by the Caisse de depot et placement du Quebec. Bombardier has good liquidity (SGL-2), with $2.8 billion of available liquidity sources versus Moody's estimate of breakeven free cash flow through the twelve months to September 2018 and minimal debt maturities, assuming the company is able to achieve its 2018 C Series deliveries. Moody's do however expect large swings in working capital quarter to quarter for the C Series and Global 7000 production ramp ups. At Sept/17, Bombardier had available cash of $1.8 billion and $976 million (USD equivalent) of unused revolvers ($400 million at Bombardier Aerospace due June 2020 and EUR 490 million at Bombardier Transport due May 2020). Bombardier's bank financial covenants are not public, but they include minimum liquidity and maximum leverage requirements. Moody's expects the company will maintain headroom against the covenants. The company does not have any material debt maturities until 2019, when $600 million is due, followed by $850 million in 2020, and $2.3 billion in 2021. Moody's expect the company will generate free cash flow of $800 million in the last quarter of 2017 (it has consumed $2 billion in free cash flow in the first nine months of 2017) and may be near cash flow breakeven in 2018 as the C Series commercial jet program ramps up towards its own breakeven in 2020 and the Global 7000 business jet program approaches entry into service in the latter part of 2018. However with the uncertainty about the timing, and how the company will sell the C Series into the US, Bombardier could continue to generate negative free cash flow in 2018 dependent on a final US duty ruling. The negative ratings outlook reflects Moody's uncertainty over Bombardier's ability to achieve breakeven cash flow in 2018 and 2019 and its ability to refinance material debt maturities that commence in 2019. It also reflects longer term concern about Bombardier Transport's competitiveness in the face of the Siemens/Alstom rail transport merger. Bombardier's CFR rating could be upgraded if 1) the company produces sustainable free cash flow in excess of $400 million, 2) adjusted financial leverage (on a proportionally consolidated basis) reduces below 6.5x, and 3) the company is able to secure additional C Series orders, increasing the long term viability of that aircraft. Bombardier's CFR rating could be downgraded if 1) Bombardier experiences challenges in any of its businesses that will likely lead to continuing negative free cash flow past 2018 2) if Moody's develops concerns over the adequacy of the company's liquidity and, 3) if Moody's has increased concerns regarding Bombardier's ability to refinance its debt or the sustainability of its capital structure. The senior unsecured rating of Caa1 is one notch below the corporate family rating of B3 because the Caisse de depot et placement du Quebec's 30% ownership of Bombardier Transport, where nearly all of Bombardier's consolidated cash flow is generated, is in preferred shares which rank ahead of the Bombardier Transport ordinary shares owned by Bombardier and therefore rank ahead the senior unsecured debt at Bombardier on their claim to Transportation's assets. The principal methodology used in this rating was Global Aerospace and Defense Industry published in April 2014. Headquartered in Montreal, Bombardier Inc. is a globally diversified manufacturer of business and commercial jets as well as rail transportation equipment. Annual revenues were about $16 billion in 2016. BREITBURN ENERGY: Seeks Exclusivity Extension Thru Jan. 15 ---------------------------------------------------------- BankruptcyData.com reported that Breitburn Energy Partners filed with the U.S. Bankruptcy Court a motion to extend the exclusive period during which the Company can file a Chapter 11 plan and solicit acceptances thereof, both through and including Jan. 15, 2018. The motion explains, "After extensive negotiations with various creditor constituencies holding competing interests, the Debtors filed their joint chapter 11 on October 11, 2017. The Plan provides for a comprehensive restructuring and addresses 11 classes of claims against and interests in the Debtors. Importantly, the Plan is the result of the Debtors interfacing and engaging in arms' length negotiations and reaching a consensus with their key economic stakeholders holding more than $2 billion of their funded debt. More specifically, the prosecution, confirmation, and consummation of the Plan is supported by (i) the Debtors' Revolving Credit Facility Lenders holding approximately $750 million in Revolving Credit Facility Claims; (ii) the Debtors' Second Lien Group holding claims in excess of $790 million; and (iii) holders of more than 68% of the Debtors' Unsecured Notes, or approximately $785 million in principal amount. The efforts of the Debtors and these major parties in interest should not be undermined at the eleventh hour of these chapter 11 cases by the distractions of competing plans. In view of the broad support for the Plan, the limited amount of time between the hearing on the Disclosure Statement and the expiration of the current Exclusive Solicitation Period, and the diligence with which the Debtors have pursued Plan confirmation, the Debtors submit that ample cause exists for the requested extension of the Exclusive Solicitation Period. The Court should not permit the extraordinary efforts of the Debtors and their major economic stakeholders in formulating and reaching a consensus on the Plan to be subverted by a competing plan or plans before giving the Debtors a reasonable opportunity to confirm and consummate the Plan." About Breitburn Energy Breitburn Energy Partners LP is engaged in the acquisition, exploitation and development of oil and natural gas properties, Midstream Assets, and a combination of ethane, propane, butane and natural gasoline that when removed from natural gas become liquid under various levels of higher pressure and lower temperature, in the United States. Operations are conducted through Breitburn Parent's wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general partner, Breitburn Operating GP LLC. Breitburn Energy Partners LP and 21 of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016, disclosing assets of $4.71 billion and liabilities of $3.41 billion. The petitions were signed by James G. Jackson, executive vice president and chief financial officer. The Debtors tapped Ray C Schrock, Esq., and Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP, as bankruptcy counsel. The Debtors hired Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP as their conflicts counsel. The Debtors tapped Alvarez & Marsal North America, LLC, as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. An Official Committee of Unsecured Creditors been formed in the case. The Creditors Committee retained Milbank, Tweed, Hadley & McCloy LLP as counsel. A Statutory Committee of Equity Security Holders was also formed in the case. The Equity Committee is currently composed of seven individual holders. The Equity Committee retained Proskauer Rose LLP as counsel. BRICK OVEN: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Brick Oven Pizza, LLC dba Stefano's Woodburning Pizza & Restaurant 3150 US 22 Branchburg, NJ 08876 Type of Business: Stefano's Woodburning Pizza & Restaurant offers pizza, pasta & seafood. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D). The company previously sought bankruptcy protection on May 11, 2017 (Bankr. N.J. Case No. 17-19719). http://www.stefano'swoodburning.nj.com/ Chapter 11 Petition Date: November 20, 2017 Case No.: 17-33516 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Kathryn C. Ferguson Debtor's Counsel: Alfred C. Constants, Esq. CONSTANTS LAW OFFICE 115 Forest Ave., #331 Locust Valley, NY 11560 Tel: 516-202-9660 Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Ralph Divino, president. The Debtor did not file a list of its 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb17-33516.pdf BULK EXPRESS: Has Until March 6 to Exclusively File Plan -------------------------------------------------------- The Hon. Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey has extended, at the behest of Robert A. Lombard, Jr., and Charlene M. Barnett-Lombard, the exclusive period within which the Debtor is permitted to file a Chapter 11 plan to March 6, 2018, from Nov. 7, 2017, and to solicit acceptances of the plan through and including May 7, 2018. As reported by the Troubled Company Reporter on Oct. 27, 2017, the Debtors said their case is integrally tied to the success of Bulk Express Logistics, Inc.'s Chapter 11 case. Bulk is presently taking advantage of the automatic stay to stabilize its own finances and business operations. Its lender is supportive of Bulk's efforts to reorganize. The Debtors' case was precipitated by the pendency of a partial summary judgment motion in a federal district court action against the Bulk and the Debtors brought by Liberty Insurance Corporation and LM Insurance Corporation. Liberty alleged in the district court action that Bulk underpaid its workers' compensation insurance premiums for the period commencing November 2004 through and including June 2012 causing it to sustain damages in excess of $1.3 million. The defendants have emphatically denied the allegations and were vigorously defending the action at the time of the Petition Date. About Bulk Express Logistics, Inc. Headquartered in Monroe Township, New Jersey, Bulk Express Logistics, Inc. -- http://www.bulkexpressloqistics.com/-- is a privately held company that provides trucking and warehousing services. Bulk Express filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 17-24308) on July 14, 2017, listing $1.97 million in total assets and $4.51 million in total debts as of July 12. The petition was signed by Charlene M. Barnett-Lombard, its president. Bulk Express sought and obtained joint administration of its case with the Chapter 11 case of Robert A. Lombard, Jr., and Charlene M. Barnett-Lombard (Bankr. D.N.J. Case No. 17-23949). Judge Christine M. Gravelle presides over the Debtors' cases. Richard Honig, Esq., at Hellring, Lindeman, Goldstein & Siegal LLP, serves as Bulk Express' bankruptcy counsel. Gary N. Marks, Esq., at Norris, McLaughlin & Marcus, P.A., serves as counsel to Charlene M. Barnett-Lombard, and Robert A. Lombard Jr. CALIFORNIA RESOURCES: Closes New $1.3 Billion Term Loan ------------------------------------------------------- California Resources Corporation said it successfully closed a $1.3 billion first lien secured term loan facility with Goldman Sachs Bank USA, as lead arranger and bookrunner, Bank of New York Mellon Trust Company, N.A., as administrative agent, and various lenders. The 2017 Term Loan has a 5-year term, bears interest at a rate of LIBOR plus 4.75% per annum, subject to a 1.00% LIBOR floor, and was issued with original issue discount of 2%. Proceeds from the 2017 Term Loan are being used to repay outstanding indebtedness under its 2014 senior credit facility, including the repayment in full of a term loan and a reduction in outstanding revolver amounts. The previously announced seventh amendment of the 2014 Credit Facility is now effective. "This financing accomplishes many of our stated financial priorities and is supported by the strength of our large and diverse asset base. Importantly, this new term loan and the amendment of our 2014 Credit Facility extend the maturity of that facility, provide additional liquidity for CRC and relax certain financial covenants. Combined, these transactions provide a pathway to further delever our balance sheet," said Todd Stevens, president and CEO of CRC. The proceeds of the loans under the 2017 Credit Agreement were used to pay down all of the outstanding term loans and a portion of the outstanding revolving loans under the 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 2017 Term Loans will be secured by the same first out liens that secure the remaining revolving loans under the 2014 Credit Agreement and by the same collateral that secures the credit agreement with The Bank of New York Mellon Trust Company, N.A., as Administrative Agent and Collateral Agent and the lenders identified therein, dated as of Aug. 12, 2016. Any prepayment of the 2017 Term Loans made prior to 90 days prior to the maturity date is subject to a prepayment premium of 2.00%, and such premium is also due upon acceleration of the loans in connection with an event of default. The 2017 Term Loans mature on Dec. 31, 2022 subject to a springing maturity of (i) 91 days prior to the maturity of the Company's 2020 Notes to the extent that more than $100 million of such notes remain outstanding at that date, (ii) 91 days prior to the maturity of its 2021 Notes, to the extent that more than $100 million of such notes remain outstanding on that date, and (iii) 91 days prior to the stated maturity date of the 2016 Credit Agreement, to the extent that more than $100 million of such loans remain outstanding on that date. A full-text copy of the Credit Agreement is available at: https://is.gd/pv1Ur1 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' 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. CHEMOURS CO: S&P Ups CCR to BB on Improved Operating Performance ---------------------------------------------------------------- S&P Global Ratings raised its ratings, including its corporate credit rating, on The Chemours Co. to 'BB' from 'BB-'. S&P said, "We also raised our issue-level rating on Chemours' senior secured debt one notch to 'BBB-' from 'BB+'. The recovery rating on the company's senior secured debt is '1', reflecting our expectation of very high recovery (90%-100%; point estimate: 95%) in the event of a default. At the same time, we raised our issue-level rating on the company's unsecured debt to 'BB-' from 'B+'. The recovery rating on the junior debt is '5', reflecting our expectation of modest (10%-30% range; point estimate: 25%) recovery in the event of a default. "The upgrade reflects our anticipation that operating performance in 2018 will at least be on par with the strong operating performance in 2017. The current operating performance has strengthened credit metrics above our previous expectations. Our rating analysis reflects our belief that the company's financial policy will support credit metrics appropriate for the current rating including an FFO to total adjusted debt ratio between 20% and 30%. This is above our previous expectation of 12% to 20%. We believe the improvement in pricing over the past few quarters in the company's titanium dioxide (TiO2) markets will be generally sustained over the next several quarters, though we continue to view these markets as volatile and somewhat unpredictable. We also assume that the company's fluoroproducts business will maintain its current operating performance and temper some of the volatility in the TiO2 segment. Favorable market conditions in both markets, in combination with the company's leadership position, have contributed to the improved operating performance in 2017. "The stable outlook reflects our assumption that EBITDA and FFO will remain stable at the very least in 2018 relative to 2017 levels. In our base case, we anticipate that the FFO/debt ratio is above 20% over the next 12 months. We expect the company's 2017 EBITDA to be at least equal to the nearly $1.2 billion the company has achieved for the 12-month period ended Sept. 30, 2017. Improving TiO2 pricing is a key reason for the stronger credit metrics. We believe Chemours' business strengths will position it well relative to competitors in the TiO2 and fluoroproducts segments, enabling the company to benefit from growth in these markets despite the prevalence of competition in the TiO2 segment. However, we also believe that the TiO2 market will continue to remain volatile in the future. We do not assume any acquisitions or sale of any significant businesses in our base case. Our expectations are for the average ratio of FFO/debt to be between 20% and 30% over the next 12 months on a weighted-average basis. "We could lower our ratings on Chemours if our expectation for a weighted-average FFO/debt ratio drops below 15% without prospects for recovery within a few quarters. We believe that if unexpected challenges in the TiO2 sector, including price competition, or a decline in demand weaken EBITDA margins decline significantly to the extent of three-percentage points or higher to levels below 25%, without any debt reduction, the FFO/debt ratio could weaken below this level. In such a scenario, which we consider unlikely over the next 12 months, if we believe the ratio would remain at those weakened levels, we could consider a downgrade. "We could consider higher ratings in the next 12 months if we expect the ratio of FFO/debt to improve to about 30% for a sustained period and that management was committed to maintaining credit metrics at this level. We believe that the ratio could exceed 30% for brief periods. However, we would consider the volatility in earnings from the TiO2 business, and assess the sustainability of such improvement before considering a positive rating action. We could consider an upgrade if our view of the business profile strengthened as a result of our conviction that earnings in the fluoroproducts business would offset potential volatility in the TiO2 business so that despite downturns in the TiO2 business the FFO/debt ratio remained above 30% on a sustained basis." CHICAGO EDUCATION BOARD: Fitch Corrects Oct. 27 Release ------------------------------------------------------- Fitch Ratings issued a correction of a release on the Chicago Board of Education published on Oct. 27, 2017. It adds the series 2017G. The revised release is as follows: Fitch Ratings has assigned a 'BB-' rating to the following Chicago Board of Education, IL (CBOE) unlimited tax general obligation bonds (ULTGOs): -- $360.4 million ULTGO refunding bonds (dedicated revenues) series 2017C [statutory refunding]; -- $81.3 million ULTGO refunding bonds (dedicated revenues) series 2017D [statutory refunding]; -- $22.5 million ULTGO refunding bonds (dedicated revenues) series 2017E [AMBAC 2005B refunding]; -- $168.3 million ULTGO refunding bonds (dedicated revenues) series 2017F [AMBAC 2007BC refunding]; -- $112.5 million ULTO refunding bonds (dedicated revenues) series 2017G; -- $225 million ULTGO bonds (dedicated revenues) series 2017H [new money]. Fitch has also upgraded to 'BB-' from 'B+' the following ratings for the CBOE: -- Long-Term Issuer Default Rating (IDR); -- Approximately $7 billion of outstanding ULTGO bonds. The Rating Outlook is revised to Stable from Negative. SECURITY The general obligation bonds are unlimited tax general obligations of the CBOE payable from dedicated CBOE revenues in the first instance and also payable from unlimited ad valorem taxes levied against all taxable property in the city of Chicago. ANALYTICAL CONCLUSION The IDR and ULTGO upgrade to 'BB-' from 'B+' reflects improved prospects for financial balance and eventual restoration of a positive reserve position. The district is slated to receive significantly more ongoing state aid under the new state funding framework, both for operations and for pension expenses. This higher funding level will be ongoing, and the risk of funding declines will be largely tied to state-wide funding levels, mitigating the risk of funding cuts targeted to CBOE. Financial pressures will remain, but the additional funding and revised funding framework should improve the amount, timing and potential volatility of state aid to CPS and allow for reversal of the previous downward trajectory. Economic Resource Base The Chicago Board of Education provides preK-12 education to over 370,000 students within the city of Chicago. Its taxing jurisdiction is coterminous with the city of Chicago. The Chicago Public Schools (CPS) manages the school system, which is composed of 661 school facilities. KEY RATING DRIVERS Revenue Framework: 'bbb' Fitch expects natural revenue growth, absent new revenue action, to keep pace with inflation, given expectations for property tax growth and relatively flat state aid growth following the initial increase associated with new funding formula, CPS has no independent legal ability to raise revenues. Expenditure Framework: 'bbb' Fitch expects the natural pace of expenditure growth to exceed that of revenues, necessitating ongoing budget management. CPS has made significant cuts in recent years, and Fitch believes that the practical ability to cut spending throughout the economic cycle is limited. Long-Term Liability Burden: 'a' The long-term liability burden is elevated, but still in the moderate range, relative to the resource base. Operating Performance: 'bb' The district's accumulated general fund deficit resulted from years of structurally imbalanced operations. Fitch expects budgetary balance to improve over time, given expected gains under the new state funding formula. The new formula should also improve cash flow timing and liquidity from current very weak levels. RATING SENSITIVITIES Structural Balance: Demonstrated progress toward structural balance would mark a departure from recent experience and signal improved credit quality. Conversely, continuation of deficit operations despite improved state funding would trigger a downgrade. Reemergence of Liquidity Pressure: Liquidity remains narrow, albeit improved under the new school funding structure, and the district remains highly dependent upon external cash flow borrowing. The rating is sensitive to the reemergence of liquidity pressures, which could stem from state funding cuts, expenditure pressures or an economic downturn. CIBER INC: Committee Objects to Hawaii DOT Claim Estimation Motion ------------------------------------------------------------------ BankruptcyData.com reported that Ciber Inc.'s official committee of unsecured creditors filed with the U.S. Bankruptcy Court an objection to the State of Hawaii, Department of Transportation's (HDOT) motion to estimate its claim solely for voting purposes. The Creditors Committee asserts, "State of Hawaii, Department of Transportation ('HDOT') is seeking temporary allowance of its asserted claim for the total amount asserted. There is no maximum amount indicated and the request is for temporary allowance for voting purposes of 'not less than $46 million.' Temporary allowance of HDOT's disputed claim would permit HDOT to obtain a blocking position and ensure that a plan could never be confirmed without HDOT's consent. The Debtors' Disclosure Statement emphasizes that HDOT is unlikely to prevail on its claim. Even if HDOT's asserted claim proves to be successful, it appears that all or part of the claim might be covered by one or more of the Debtors' insurance policies. Such insurance coverage would greatly reduce or entirely eliminate HDOT's claim against the Debtors. Despite the uncertainty regarding the amount and the Debtors' ultimate liability for all or any part of its claim, HDOT asserts that it is one of the largest unsecured creditors of the Debtors and consequently seeks to obtain a blocking position and control the Class 3 Vote. The Debtors have estimated that the Allowed Claims in Class 3 will total between $45,000,000 and $71,900,000. HDOT is asserting a total claim of 'no less than $46 million' and if its claim were temporarily allowed, it would clearly represent more than one-third of the potential votes in Class 3. For information purposes, $46 million equals approximately 50.5% of $91 million and 39% of $117.9 million - a blocking position in either instance." About CIBER Inc. CIBER, Inc. -- http://www.ciber.com/-- is a global information technology consulting, services and outsourcing company. CIBER, Inc., and two other affiliates sought bankruptcy protection on April 9, 2017 (Bankr. D. Del. Lead Case No. 17-10772). Christian Mezger, its chief financial officer, signed the petition. The Debtors disclosed total assets of $334.2 million and total liabilities of $171.9 million as of Sept. 30, 2016. The Hon. Brendan Linehan Shannon presides over the case. Morrison & Foerster LLP is the Debtors' lead bankruptcy counsel. Polsinelli, PC, serves as co-counsel while Saul Ewing LLP serves as local counsel. The Debtors also hired Houlihan Lokey as investment banker and financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Prime Clerk LLC as noticing and claims agent. An official committee of unsecured creditors has been appointed in the Chapter 11 case. The committee retained Perkins Coie, LLP, as bankruptcy counsel; Shaw Fishman Glantz & Towbin LLC as co-counsel; and BDO Consulting as financial advisor. Since the closing of the Sale, the Debtors have taken steps to change their corporate names from CIBER, Inc., to CMTSU Liquidation, Inc., CIBER Consulting, Incorporated, to CMTSU Liquidation 2, Inc., and CIBER International LLC, to CMTSU Liquidation 3, LLC. CIBER INC: Seeks Confirmation Hearing to Take Place Nov. 28 ----------------------------------------------------------- BankruptcyData.com reported that Ciber Inc. filed with the U.S. Bankruptcy Court a revised confirmation schedule related to the Debtors' Plan of Liquidation. The notice states that the schedule as set forth in the Notice of Confirmation Hearing is hereby revised such that the following deadlines shall now apply (all times are prevailing Eastern Time): * Nov. 8, 2017: Deadline to respond (i) to the Motion to Approve Zayo Settlement [Docket No. 789], and the (ii) Official Committee of Unsecured Creditors' Objection to Disallow Claim No. 631 filed by Zayo Group, LLC. * Nov. 13, 2017: Deadline to reply to any objections to the Motion to Approve Zayo Settlement. * Nov. 15, 2017: Hearing to consider: (i) Motion to Approve Zayo Settlement, and (ii) State of Hawaii, Department of Transportation's Motion to Estimate Its Claim Solely for Voting Purposes Pursuant to Bankruptcy Rule 3018 [Docket No. 760]. * Nov. 28, 2017: Confirmation Hearing and hearing on the Zayo Claim Objection. * Dec. 13, 2017: Confirmation Hearing and hearing on Committee's Motion for Entry of an Order Granting the Committee Leave, Standing, and Authority to Pursue Actions Against Insiders on Behalf of the Debtors' Estates. About CIBER Inc. CIBER, Inc. -- http://www.ciber.com/-- is a global information technology consulting, services and outsourcing company. CIBER, Inc., and two other affiliates sought bankruptcy protection on April 9, 2017 (Bankr. D. Del. Lead Case No. 17-10772). Christian Mezger, its chief financial officer, signed the petition. The Debtors disclosed total assets of $334.2 million and total liabilities of $171.9 million as of Sept. 30, 2016. The Hon. Brendan Linehan Shannon presides over the case. Morrison & Foerster LLP is the Debtors' lead bankruptcy counsel. Polsinelli, PC, serves as co-counsel while Saul Ewing LLP serves as local counsel. The Debtors also hired Houlihan Lokey as investment banker and financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Prime Clerk LLC as noticing and claims agent. An official committee of unsecured creditors has been appointed in the Chapter 11 case. The committee retained Perkins Coie, LLP, as bankruptcy counsel; Shaw Fishman Glantz & Towbin LLC as co-counsel; and BDO Consulting as financial advisor. Since the closing of the Sale, the Debtors have taken steps to change their corporate names from CIBER, Inc., to CMTSU Liquidation, Inc., CIBER Consulting, Incorporated, to CMTSU Liquidation 2, Inc., and CIBER International LLC, to CMTSU Liquidation 3, LLC. COMPREHENSIVE VASCULAR: Wants Plan Filing Extended to Feb. 24 ------------------------------------------------------------- Comprehensive Vascular Surgery of Georgia, Inc., asks the U.S. Bankruptcy Court for the Northern District of Georgia to extend the Debtor's exclusive periods to file a plan of reorganization and solicit acceptance of that plan to and including Feb. 24, 2018, and April 25 2018, respectively. A hearing to consider the Debtor's request is set for Dec. 7, 2017, at 10:30 a.m. The Debtor tells the Court that, though its case is not overly large or complex, the case involves a medical practice that is very important to the patients and communities it serves, as well as to its employees. The Debtor has made significant progress in this case. Over the nine months the case has been pending, the Debtor has continued its operations, is paying its administrative debts as they come due, is paying its employees, and has made substantial progress negotiating with its creditors toward the overall goal of confirming a Chapter 11 plan. The Debtor submits that it will require additional time than is afforded by the present Exclusive Periods to accomplish that goal. In its Aug. 30, 2017 motion to further extend the Exclusive Periods, the Debtor advised that it expected to soon file a motion for authority to sell its medical office building -- the Debtor's principal tangible asset -- the proceeds of which were anticipated to satisfy all claims against the Debtor. Unfortunately, that sale did not proceed as expected, but the Debtor is continuing in its efforts to sell the building, and is otherwise continuing in its negotiations with creditors. Accordingly, the Debtor is making good faith progress toward reorganization, and is demonstrating reasonable prospects for filing a viable plan. The Debtor is not seeking this extension to put pressure on its creditors, but rather needs more time than is afforded by the current Exclusive Periods to market and sell its medical office building, continue negotiations with creditors, obtain adequate information for a plan, and to prepare appropriate court filings for a plan. In sum, the Debtor represents that the totality of the circumstances warrants the requested extensions of the Exclusive Periods, and that cause exists to extend the Exclusive Periods. The Debtor notes that the requested extensions comply with 11 U.S.C. Section 1121(d)(2) because the proposed extension of the Debtor's exclusive period to file a Chapter 11 plan to Feb. 24, 2018, is well within 18 months after the Petition Date, and the proposed extension of the Debtor's exclusive period to solicit acceptances of the Debtor's proposed Chapter 11 plan to April 25, 2018, is well within 20 months after the Petition Date. As reported by the Troubled Company Reporter on Oct. 3, 2017, the Court issued an order extending the Debtor's exclusive periods for filing a plan of reorganization and soliciting acceptances to the plan, to Dec. 26, 2017 and Feb. 24, 2018, respectively. About Comprehensive Vascular Surgery of Georgia Comprehensive Vascular Surgery of Georgia, Inc., provides in-patient and out-patient vascular surgery services and related diagnostic evaluation and therapeutic services. Comprehensive Vascular Surgery of Georgia, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-53761) on March 1, 2017. The Debtor estimated $1 million to $10 million in assets and liabilities. The petition was signed by Albert T. Tagoe, M.D., its CEO. The Debtor is represented by Bryan E. Bates, Esq., at Dentons US LLP as counsel. The Debtor hired Shane Investment Property Group, LLC, as commercial real estate broker. DENBURY RESOURCES: Egan-Jones Cuts FC Unsec. Debt Rating to CCC --------------------------------------------------------------- Egan-Jones Ratings Company, on Aug. 29, 2017, lowered the foreign currency senior unsecured rating on debt issued by Denbury Resources Inc. to CCC from CCC+. Denbury Resources Inc. is a petroleum and natural gas exploration and production company headquartered in Plano, Texas. DIAMONDBACK ENERGY: S&P Raises CCR to 'BB'; Outlook Stable ---------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Midland, Texas-based oil and gas exploration and production (E&P) company Diamondback Energy Inc. to 'BB' from 'B+'. The outlook is stable. S&P said, "We also raised the issue-level rating on the company's unsecured debt to 'BB' from 'BB-' and revised the recovery rating to '3' from '2', reflecting our expectation of meaningful (50%-70%; rounded estimate: 65% capped) recovery in the event of a payment default." The upgrade reflects Diamondback's success at integrating assets acquired at the beginning of 2017 into its development plan and increasing its oil and gas production and reserves throughout the year while simultaneously lowering costs and maintaining a conservative financial policy. S&P said, "The stable outlook reflects our expectations that Diamondback will maintain a conservative financial policy and spend within cash flows while continuing to develop its oil-rich Permian assets over the next two years as market conditions improve along with our assumption of a slight increase in oil prices. As a result, we forecast the company to maintain FFO to debt of at least 60% over the same period." DIAMONDHEAD CASINO: Reports $45,905 Net Loss for Third Quarter -------------------------------------------------------------- Diamondhead Casino Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss applicable to common stockholders of $45,905 for the three months ended Sept. 30, 2017, compared to a net loss applicable to common stockholders of $376,526 for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported a net loss applicable to common stockholders of $280,946 compared to a net loss applicable to common stockholders of $849,942 for the same period a year ago. As of Sept. 30, 2017, Diamondhead had $5.56 million in total assets, $9.29 million in total liabilities and a total stockholders' deficiency of $3.73 million. The Company has no operations and generates no operating revenues. During the nine months ended Sept. 30, 2017, the Company incurred net losses applicable to common shareholders, exclusive of recording of change in fair value of derivatives, of $1,041,637. The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi Property. The development of the Diamondhead Property is dependent on obtaining the necessary capital, through equity and/or debt financing, unilaterally, or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, staff, open, and operate a casino resort. In the past, in order to raise capital to continue to pay on-going costs and expenses, the Company has borrowed funds, through Private Placements of convertible instruments and other means. The Company is past due with respect to payment of significant principal and interest on most of these instruments. The Company is also in arrears with respect to payment of franchise taxes due to the State of Delaware for the years 2015 and 2016. In addition, the Company has also been unable to pay various routine operating expenses. At Sept. 30, 2017, the Company had current liabilities totaling $9,069,246 and only $1,291 cash on hand. According to Diamondhead, the above conditions raise substantial doubt as to its ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/QvMNoN About Diamondhead Casino Largo, Fla.-based Diamondhead Casino Corporation, from inception through approximately August of 2000, operated gaming vessels in international waters. The Company eventually divested itself of its gaming operations to satisfy financial obligations to its vendors, lenders and taxing authorities and to focus its resources on the development of a casino resort in Diamondhead, Mississippi. The Company owns, through its wholly-owned subsidiary, Mississippi Gaming Corporation, an approximate 404.5 acre tract of unimproved land in Diamondhead, Mississippi. The property is located at 7051 Interstate 10. The Company intends, in conjunction with unrelated third parties, to develop the site in phases beginning with a casino resort. The casino resort is expected to include a casino, a hotel and spa, pools, a sport and entertainment center, a conference center and a state-of-the-art recreational vehicle park. Diamondhead reported a net loss applicable to common stockholders of $1.28 million for the year ended Dec. 31, 2016, compared to net income applicable to common stockholders of $53,242 for the year ended Dec. 31, 2015. Friedman LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred significant recurring net losses over the past several years. In addition, the Company has no operations, except for its efforts to develop the Diamondhead, Mississippi property. Those efforts may not contribute to the Company's cash flows for the foreseeable future. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's continued existence is dependent upon its ability to raise the necessary capital with which to satisfy liabilities, fund future costs and expenses and develop the Diamondhead, Mississippi property. DIAMONDHEAD CASINO: Reports $45.9K Net Loss for Third Quarter ------------------------------------------------------------- Diamondhead Casino Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss applicable to common stockholders of $45,905 for the three months ended Sept. 30, 2017, compared to a net loss applicable to common stockholders of $376,526 for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, Diamondhead reported a net loss applicable to common stockholders of $280,946 compared to a net loss applicable to common stockholders of $849,942 for the same period during the prior year. As of Sept. 30, 2017, Diamondhead had $5.56 million in total assets, $9.29 million in total liabilities and a total stockholders' deficiency of $3.73 million. The Company has no operations and generates no operating revenues. During the nine months ended Sept. 30, 2017, the Company incurred net losses applicable to common shareholders, exclusive of recording of change in fair value of derivatives, of $1,041,637. The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi Property. The development of the Diamondhead Property is dependent on obtaining the necessary capital, through equity and/or debt financing, unilaterally, or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, staff, open, and operate a casino resort. In the past, in order to raise capital to continue to pay on-going costs and expenses, the Company has borrowed funds, through Private Placements of convertible instruments and other means. The Company is past due with respect to payment of significant principal and interest on most of these instruments. The Company is also in arrears with respect to payment of franchise taxes due to the State of Delaware for the years 2015 and 2016. In addition, the Company has also been unable to pay various routine operating expenses. At Sept. 30, 2017, the Company had current liabilities totaling $9,069,246 and only $1,291 cash on hand. The above conditions raise substantial doubt as to the Company's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/QvMNoN Form 10-Q Filing Delay Diamondhead was delayed in the completion of its quarterly report on Form 10-Q for the period ended Sept. 30, 2017. The Company failed to file the Form 10-Q within the prescribed time period because it experienced unforeseen delays in the collection and compilation of certain financial and other data to be included in the report and the associated unaudited financial statements and notes. This information could not have been obtained without unreasonable effort or expense to the Company. About Diamondhead Casino Largo, Fla.-based Diamondhead Casino Corporation, from inception through approximately August of 2000, operated gaming vessels in international waters. The Company eventually divested itself of its gaming operations to satisfy financial obligations to its vendors, lenders and taxing authorities and to focus its resources on the development of a casino resort in Diamondhead, Mississippi. The Company owns, through its wholly-owned subsidiary, Mississippi Gaming Corporation, an approximate 404.5 acre tract of unimproved land in Diamondhead, Mississippi. The property is located at 7051 Interstate 10. The Company intends, in conjunction with unrelated third parties, to develop the site in phases beginning with a casino resort. The casino resort is expected to include a casino, a hotel and spa, pools, a sport and entertainment center, a conference center and a state-of-the-art recreational vehicle park. Diamondhead reported a net loss applicable to common stockholders of $1.28 million for the year ended Dec. 31, 2016, compared to net income applicable to common stockholders of $53,242 for the year ended Dec. 31, 2015. Friedman LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred significant recurring net losses over the past several years. In addition, the Company has no operations, except for its efforts to develop the Diamondhead, Mississippi property. Those efforts may not contribute to the Company's cash flows for the foreseeable future. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's continued existence is dependent upon its ability to raise the necessary capital with which to satisfy liabilities, fund future costs and expenses and develop the Diamondhead, Mississippi property. DIAZ PROPERTY: Hearing on Plan Outline Approval Set for Dec. 19 --------------------------------------------------------------- The Hon. John J. Thomas of the U.S. Bankruptcy Court for the Middle District of Pennsylvania has scheduled for Dec. 19, 2017, at 9:30 a.m. the hearing to consider the approval of Diaz Property Holdings, LLC's disclosure statement dated Sept. 15, 2017, referring to the Debtor's plan of reorganization. Objections to the Disclosure Statement must be filed by Dec. 11, 2017. As reported by the Troubled Company Reporter on Sept. 26, 2017, the Debtor filed with the Court a disclosure statement describing its proposed plan of reorganization, dated Sept. 15, 2017, which proposes that the Class 4 unsecured claim of the Dime Bank be paid without interest over a term of 15 years in equal monthly installments of approximately $626, commencing 30 days after the effective date of the Plan. About Diaz Property Holdings LLC Diaz Property Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-02134) on May 23, 2017. Anthony Diaz, sole member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. DOLPHIN ENTERTAINMENT: Posts $6.2M Net Income in Third Quarter -------------------------------------------------------------- Dolphin Entertainment Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $6.17 million on $6.80 million of total revenues for the three months ended Sept. 30, 2017, compared to a net loss of $11.53 million on $1.14 million of total revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported net income of $9.57 million on $15.17 million of total revenues compared to a net loss of $22.79 million on $1.17 million of total revenues for the same period during the prior year. As of Sept. 30, 2017, Dolphin Entertainment had $33.76 million in total assets, $31.02 million in total liabilities and $2.73 million in total stockholders' equity. Cash flows provided by operating activities increased by approximately $22.3 million from approximately $(15.6) million used for operating activities during the nine months ended Sept. 30, 2016 to approximately $6.7 million provided by operating activities during the nine months ended Sept. 30, 2017, primarily due to a decrease in expenses of approximately $11.0 million related to the release of our motion picture Max Steel. In addition, during the nine months ended Sept. 30, 2017, the Company collected approximately $1.3 million from accounts receivable and received approximately $2.5 million in production tax incentives related to Max Steel. The Company also increased its cash flows provided by operating activities through the acquisition of 42West. Cash flows provided by investing activities increased by approximately $0.9 million during the nine months ended Sept. 30, 2017 as compared to the same period in the prior year primarily due to restricted cash that became available and was used to pay a portion of the Company's debt offset by purchases of fixed assets in the amount of $0.2 million and payment of a working capital adjustment in the amount of $0.2 million related to the 42West acquisition. Cash flows used for financing activities increased by approximately $20.5 million during the nine months ended Sept. 30, 2017 from approximately $14.2 million provided by financing activities during the nine months ended Sept. 30, 2016 to approximately $6.3 million used for financing activities during the nine months ended Sept. 30, 2017 mainly due to (i) approximately $9.2 million used to repay the debt related to the production, distribution and marketing loans for Max Steel and (ii) $1.1 million used to purchase shares of common stock from the sellers of 42West pursuant to the put agreements. In addition, the Company raised a net of $11.1 million more through the sale of our common stock, loan and security agreements and advances from our CEO during the nine months ended Sept. 30, 2016 than through various financing activities during the nine months ended Sept. 30, 2017. In connection with the 42West acquisition, the Company may be required to purchase from the sellers up to an aggregate of 1,187,094 of their shares of common stock at a price equal to $9.22 per share, as adjusted for the 1-to-2 reverse stock split, during certain specified exercise periods up until December 2020. Of that amount the Company may be required to purchase up to 227,766 shares in 2017, for an aggregate of up to $3.1 million. On April 10, 2017, June 2, 2017, July 10, 2017, Sept. 1, 2017 and Oct. 10, 2017, the Company purchased from the sellers of 42West, an aggregate amount of 132,859 shares of common stock and paid to the sellers an aggregate total of approximately $1.2 million. As of Sept. 30, 2017 and 2016, the Company had cash available for working capital of approximately $2.0 million and approximately $1.0 million, respectively, and a working capital deficit of approximately $13.4 million and approximately $32.9 million, respectively. The Company said, these factors, along with an accumulated deficit of $90.2 million as of Sept. 30, 2017, raise substantial doubt about our ability to continue as a going concern. "In this regard, management is planning to raise any necessary additional funds through loans and additional issuances of our common stock, securities convertible into our common stock, debt securities or a combination of such financing alternatives. There is no assurance that we will be successful in raising additional capital. Such issuances of additional securities would further dilute the equity interests of our existing shareholders, perhaps substantially. We currently have the rights to several scripts that we intend to obtain financing to produce during 2018 and release starting in early 2019. We will potentially earn a producer and overhead fee for each of these productions. There can be no assurances that such productions will be released or fees will be realized in future periods. We expect to begin to generate cash flows from our other sources of revenue, including the distribution of at least one web series that, as discussed earlier has completed production. With the acquisition of 42West, we are currently exploring opportunities to expand the services currently being offered by 42West to the entertainment community. There can be no assurance that we will be successful in selling these services to clients." A full-text copy of the Form 10-Q is available for free at: https://is.gd/eznN9j About Dolphin Entertainment Dolphin Entertainment, Inc., formerly Dolphin Digital Media, Inc., is an independent entertainment marketing and premium content development company. Through its recent acquisition of 42 West, LLC, the Company provides expert strategic marketing and publicity services to all of the major film studios, and many of the leading independent and digital content providers, as well as for hundreds of A-list celebrity talent, including actors, directors, producers, recording artists, athletes and authors. The strategic acquisition of 42West brings together premium marketing services with premium content production, creating significant opportunities to serve respective constituents more strategically and to grow and diversify the Company's business. Dolphin's content production business is a long established, leading independent producer, committed to distributing premium, best-in-class film and digital entertainment. Dolphin produces original feature films and digital programming primarily aimed at family and young adult markets. Dolphin also currently operates online kids clubs; however it intends to discontinue the online kids clubs at the end of 2017 to dedicate its time and resources to the entertainment publicity business and the production of feature films and digital content. Dolphin Digital reported a net loss of $37.19 million for the year ended Dec. 31, 2016, following a net loss of $8.83 million for the year ended Dec. 31, 2015. BDO USA, LLP issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The Company, according to BDO USA, has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. EASTGATE COMMERCE: Taps Miller Valentine as Property Manager ------------------------------------------------------------ Eastgate Commerce Center, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to hire Miller Valentine Group Realty Services LLC as property manager. The firm will manage and operate the Debtor's commercial development and real property located at 4357 Ferguson Drive in Union Township, Clermont County, Ohio. Miller will receive 3% of gross rents or $1,000 (whichever amount is greater) as compensation for its property management services. The firm will also be paid $52 per hour for property management services provided to tenants during normal business hours (Monday through Friday, between 8:00 a.m. and 5:00 p.m.), $78 per hour for property maintenance services rendered outside of normal business hours, and $104 per hour for services provided on a national holiday. For all projects authorized by the Debtor, which require a building permit or for which the improvement cost is greater than $5,000, Miller will be paid an additional fee (with the expectation that such fee will be 5% of cost. If the Debtor chooses the firm's in-house Construction Services as the general contractor for the project, then this additional fee will be waived by the firm. Miller can be reached through: Kevin R. Kiger Miller Valentine Group Realty Services, LLC 137 N. Main Street Dayton, OH 45402 Phone: (937) 528-4000 Email: Kevin.Kiger@mvg.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. On September 28, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. EASTGATE PROFESSIONAL: Taps Miller Valentine as Property Manager ---------------------------------------------------------------- Eastgate Professional Office Park, Ltd. seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to hire Miller Valentine Group Realty Services LLC as property manager. The firm will oversee the management and operation of the Debtor's commercial development and real property located at 4357 Ferguson Drive in Union Township, Clermont County, Ohio. Miller will receive 5% of gross rents or $5,000 -- whichever amount is greater -- as compensation for its property management services. The firm will also be paid $52 per hour for property management services provided to tenants during normal business hours (Monday through Friday, between 8:00 a.m. and 5:00 p.m.), $78 per hour for property maintenance services rendered outside of normal business hours, and $104 per hour for services provided on a national holiday. For all projects authorized by the Debtor, which require a building permit or for which the improvement cost is greater than $5,000, Miller will be paid an additional fee (with the expectation that such fee will 5% of cost. If the Debtor chooses the firm's in-house Construction Services as the general contractor for the project, then this additional fee will be waived by the firm. Miller can be reached through: Kevin R. Kiger Miller Valentine Group Realty Services, LLC 137 N. Main Street Dayton, OH 45402 Phone: (937) 528-4000 Email: Kevin.Kiger@mvg.com About Eastgate Professional Office Park Established in 1996, Eastgate Professional Office Park Ltd. is a privately-held company that operates nonresidential buildings. It owns real properties located at 4360, 4355, 4357, 4358 Ferguson Drive Cincinnati, Ohio, valued at $8.61 million. Eastgate Professional Office Park sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 17-13307) on Sept. 12, 2017. Gregory K. Crowell, manager, signed the petition. At the time of the filing, the Debtor disclosed $8.64 million in assets and $9.31 million in liabilities. Judge Jeffery P. Hopkins presides over the case. Goering & Goering LLC the Debtor's bankruptcy counsel. No creditors' committee, trustee or examiner has been appointed. ENTERCOM COMMUNICATIONS: Moody's Affirms B1 CFR Amid CBS Radio Deal ------------------------------------------------------------------- Moody's Investors Service affirmed Entercom Communications Corp.'s B1 Corporate Family Rating (CFR) and the Probability of Default was upgraded to B1-PD from B2-PD. The Ba3 rating of the $250 million revolving credit facility due 2022 and upsized term loan B-1 due 2024 along with the B3 rating for the senior notes all issued by wholly owned subsidiary, CBS Radio Inc. were affirmed. The outlook remains stable. While Entercom is the surviving entity, the debt at CBS Radio was assumed and will remain outstanding as CBS Radio Inc. became a wholly owned subsidiary of Entercom. The existing debt at Entercom Radio, LLC including the outstanding revolver and term loan were repaid and the ratings will be withdrawn. The prior outstanding standalone CFR, PDR, term loan B due 2023, and revolver due 2021 at CBS Radio Inc. will also be withdrawn. Existing CBS shareholders are expected to own 72% of the combined entity with Entercom shareholders owning a 28% position. The merger will create a substantially larger company with pro-forma LTM revenue of $1.6 billion as of Q3 2017 with 235 stations. The greater scale of the combined company is expected to increase its competitive position and heighten demand from local and national advertisers and is projected to lead to material cost savings. Issuer: Entercom Communications Corp. -- Corporate Family Rating affirmed at B1 -- Probability of Default Rating upgraded to B1-PD from B2-PD -- Speculative Grade Liquidity Rating affirmed at SGL-2 -- Outlook is Stable CBS Radio Inc. $250 million revolving credit facility due 2022, affirmed a Ba3 (LGD3) $1,330 million upsized term loan B-1 due 2024 affirmed a Ba3 (LGD3) $400 million senior note due 2024 affirmed a B3 (LGD6) -- Outlook is Stable The ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as provided to Moody's. RATINGS RATIONALE Entercom's B1 CFR reflects the company's position as the second largest radio broadcaster in the US with leading market positions in 22 of the top 25 markets. The company benefits from a geographically diversified footprint with strong market clusters in most of the areas it operates which enhances its competitive position. A diversified format offering of music, news, and sports are also positives to the rating. Leverage pro-forma for the transaction is approximately 4.5x as of Q3 2017 (including Moody's standard lease adjustments) and is expected to decline to 4.4x pro-forma for announced asset sales and approximately $100 million of projected debt repayment in the near term. Modest amounts of capital expenditures are expected to lead to good free cash flow that will be used for dividends, stock buybacks, additional acquisitions or debt repayment. The rating also reflects the secular pressure in the radio industry with an increasing number of digital music offerings and advertising alternatives as well as the cyclicality of the industry. Revenue and EBITDA performance at CBS Radio have been weak YTD in 2017, although a part of the increase in expenses is due to its prior plan to operate on a standalone basis which will not be recurring post the closing of the merger. CBS Radio's performance was also impacted by the uncertainty following the announced merger with Entercom in February 2017 in Moody's opinion. While Entercom benefits from a good management team with a track record of acquisitions, the integration of a larger company which has underperformed expectations elevates integration risk and could negatively impact EBITDA in the near term. Liquidity is expected to be good as reflected in Moody's speculative grade liquidity rating of SGL-2. The company will benefit from a $250 million revolver due in 2022 that is expected to have $100 million drawn at closing of the merger. The revolver is subject to a net secured leverage ratio of 4x (up to 4.5x one year after permitted acquisitions) as calculated by the credit agreement. The term loan is covenant lite. The cash balance at closing is expected to be approximately $10 million, but Moody's project the cash balance to increase as announced asset sales are completed. The outlook is stable and incorporates Moody's expectation for modestly negative pro-forma revenue growth through 2018 due to secular challenges in the radio industry, the need to integrate assets following the merger, and turn around performance at underperforming stations. However, debt repayment or cash funded acquisitions are expected to be a source of deleveraging over the next year and Moody's project leverage levels will be relatively unchanged during the time period. The rating could be upgraded if leverage declined below 3.75x (including Moody's standard adjustments) following a successful integration with a good liquidity profile and a high single digit percentage of free cash flow to debt ratio. Positive organic revenue growth and stable EBITDA margins would also be required in addition to confidence that management would maintain financial policies (including dividends, share repurchases, and acquisitions) that were consistent with a higher rating level. The rating could be downgraded if leverage increased above 5.25x due to underperformance, audience and advertising revenue migration to competing media platforms, or other leveraging events. A reduction in free cash flow to debt ratio (after dividends) well below 5% or a weakened liquidity profile could also lead to negative rating pressure. Entercom Communications Corp., headquartered in Bala Cynwyd, PA, is the second largest US radio broadcasters based on revenue. The company was founded in 1968 by Joseph M. Field and is focused primarily on radio broadcasting with approximately 235 radio stations in large and mid-sized markets. In November 2017, the company completed the merger of CBS Radio which is expected to lead to CBS Radio shareholders owning 72% of the new company and Entercom's shareholders owning 28%. Joseph M. Field (Chairman) and David J. Field (President /CEO and son of the Chairman) are expected to have a minority voting interest of approximately 25% of the combined company. Pro-forma Revenue for the 12 months ended September 30, 2017 was $1.6 billion. The principal methodology used in these ratings was Media Industry published in June 2017. EPR PROPERTIES: Fitch Rates Series G Preferred Stock 'BB' --------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to the Series G preferred stock issued by EPR Properties (NYSE: EPR). The Rating Outlook is Stable. The ratings reflect EPR's consistent cash flows generated by the company's triple-net leased entertainment, education and recreation segments, resulting in strong leverage and fixed-charge coverage (FCC) metrics for the rating. EPR benefits from generally strong levels of rent coverage across its portfolio and structural protections including cross-collateralization among properties operated by certain tenants. Credit concerns include significant, though improving, tenant concentration and the company's investments in asset classes that may be less liquid or financeable during periods of potential financial stress and/or have limited alternative uses. KEY RATING DRIVERS Growing Niche Sectors: The ratings reflect EPR's focus on investing in the growing entertainment, recreational and educational sectors. Approximately 78% of EPR's third quarter 2017 (3Q17) revenue is derived from tenants in the entertainment (predominantly theater) or recreation business. Consumer cultural trends toward valuing experiences over ownership and combining retail sales with experiences (i.e. experiential retailing) appear to be validating EPR's portfolio strategy. EPR is also focused on the trend towards public charter school creation and enrollment. The company's theater properties are typically well located and have high-quality amenities, such as luxury seating and higher-quality food and beverage offerings; however, alternative uses of this space may be limited or may require significant capital expenditures to attract non-theater tenants. The recreation and education facilities are approximately 99% occupied as of Sept. 30, 2017 but the mortgage financeability and depth of the asset transaction market of these asset classes is less robust than that of other real estate sectors. Going forward, management intends to continue to focus on the three investment segments in which it has a competitive/first-mover advantage and developed an investment track-record, which Fitch views positively. Management has highly specialized knowledge within the company's investment segments, which helps shape the company's longer-term strategy. Minimal Lease Expirations: From 2017 to 2025, no more than 5% of total revenue expires in any single year; except for an immaterial lease expiration in 2018, EPR's education and recreation segments have no leases expiring until 2024. Historically, most tenants have chosen to exercise their renewal options, which has mitigated re-leasing risk and provided predictability to portfolio-level cash flows, although the dearth of rental expirations and the propensity to invest in property capital improvements upon expiration limits the sample size for evaluating renewal and new lease rental rate changes. Favorable Debt Maturity Profile: Debt maturities are manageable with $12 million, or 0.4%, of total debt maturing through 2019. Beyond 2018, with the exception of a $25 million financing, maturities represent solely unsecured debt offerings, which are larger in size but mostly well-spaced. Fitch expects the company will continue to effectively ladder its debt maturity profile, which should reduce refinancing risk in any given year. Tenant/Asset Concentrations: The company's top 10 tenants accounted for 63% of 3Q17 total revenue, which is well above a select-peer average of 24%. EPR's largest tenant, American Multi-Cinema, Inc. (AMC), accounted for 19% of total revenue in the third quarter, and three theater tenants accounted for 33% of third quarter revenue. On March 31, 2017, Fitch downgraded AMC's parent company AMC Entertainment, Inc.'s Issuer Default Rating (IDR) to 'B'/Stable. EPR's largest education tenants, Imagine Schools, Inc. and Basis Independent Schools, LLC each accounted for 3% of total revenue in the third quarter. The company has been expanding its relationships with new charter school operators to minimize tenant concentration in that segment. EPR had over 60 operators as of Sept. 30, 2017, compared with just one tenant during the 2010 to 2011 school year. EPR's largest assets include a $250 million mortgage receivable on a portfolio of 13 ski resorts related to the CNL Lifestyle transaction, representing approximately 4% of gross assets at cost. No other individual asset represents more than 4% of gross assets. The company holds approximately $970 million in total mortgage receivables. Theater Demand Trends: North American box office revenue has proven resilient over the past 10 years, growing at a compound annual growth rate (CAGR) of approximately 2.5%. However, ticket price growth, which had previously offset attendance declines, has decelerated since 2010. Fitch expects exhibitor industry attendance growth will remain challenging. Exhibitors have been improving the customer experience through a variety of amenities such as luxury seating and new beverage concepts, which has expanded revenue. Moreover, EPR's theater portfolio is 100% leased and, since the company's formation in 1997, no theater tenant has missed a lease payment. Despite the lack of lease payment defaults, EPR has realized negative leasing spreads upon renewal from time to time, which partially reflects the limited alternative tenants and uses for the assets. Evolving Education Segment: EPR is focused on the growing market for educational investments, in particular public charter schools, which represent 12.5% of EPR's annualized net operating income (NOI) as of Sept. 30, 2017. EPR's total educational portfolio, including private schools and early childhood education centers, represents 21.9% of annualized NOI as of Sept. 30, 2017. The demand for enhanced education at an early age resulted in public charter school enrollment growth nearly tripling over the past 10 years. EPR has been able to work through charter non-renewals and reduce exposure to public charter-school operator Imagine, a top-10 tenant, while expanding to 61 operators portfolio-wide. The largest investment risk in this segment is the difference between the charter renewal cycle (typically every five to 10 years) and the average lease term (15-20 years) and the potential for charter renewals to be based on political or budget factors rather than financial or performance factors; academic performance will likely be a primary factor in determining lease renewal, which is out of EPR's control. Alternative uses for charter school facilities, should the operator lose its charter and EPR need to seek an alternative tenant, is largely unproven. Weaker Unencumbered Asset Coverage: Unencumbered asset coverage of net unsecured debt (UA/UD) is 1.7x when applying a stressed 12% capitalization rate to unencumbered NOI. This ratio is weak compared to EPR's peers with investment-grade IDRs. The company continues to unencumber its megaplex theater assets, improving the quality of the unencumbered pool as EPR transitions to a more unsecured funding model. Nonetheless, EPR's assets generally are less financeable via the mortgage market and have fewer potential buyers than more traditional commercial real estate, reflecting the higher stressed capitalization rate used. DERIVATION SUMMARY EPR's leverage was 5.5x for the quarter-ended Sept. 30, 2017. FCC was 3.2x for the trailing 12 months (TTM) ended Sept. 30, 2017. EPR's closest peers by asset type, focusing on a variety of service-based retail tenants such as restaurants, theaters, convenience stores and general merchandise, are similarly rated and include VEREIT, Inc. (BBB-/Stable), Spirit Realty Capital (BBB-/Stable), and STORE Capital Corporation (BBB/Stable). The company's leverage metrics, low near-term lease expirations, consistent and stable tenant EBITDAR coverage of rent, and respectable earnings growth place it solidly in the 'BBB' category. The company's focus on property types such as entertainment, recreation and educational facilities, which have fewer mortgage financing options and have weaker contingent liquidity relative to peers, are credit concerns. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Annual same-store NOI growth of 1%-2% through 2020. These increases reflect both contractual rent escalations, rental renewal rates and occupancy assumptions; -- Net annual investments of $1.15 billion in 2017 and $625 million annually from 2018-2020 with a yield of 8%; -- Unsecured bond issuances of $450 million for 2017, $400 million in 2019, and $1 billion in 2020; -- Equity issuance of $850 million in 2017 and $300 million in both 2018 and 2019; -- Approximately $5 million-$10 million of capital expenditures annually through 2020. Capital expenditures are low due to the primarily triple-net lease structure and long-term leases. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch's expectation of leverage sustaining below 4.0x (leverage was in the mid-5x range for the quarter-ended Sept. 30, 2017); -- Fitch's expectation of fixed-charge coverage sustaining above 3.0x (coverage was 3.2x for the TTM ended Sept. 30, 2017); -- Increased mortgage lending activity in the theater, recreation and education property sectors, demonstrating contingent liquidity for the asset classes. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Fitch's expectation of leverage sustaining above 5.5x; -- Fitch's expectation of fixed-charge coverage sustaining below 2.2x; -- Liquidity coverage sustaining below 1.25x, coupled with a strained unsecured debt financing environment; -- Material operational deterioration in the movie exhibitor and/or charter school segments. LIQUIDITY Solid Liquidity: EPR's sources of cash exceed use by 2.4x for Oct. 1, 2017 through Dec. 31, 2018. During the third quarter, the company refinanced their credit facility, replacing a $350 million term loan with a new $400 million term loan. The company also increased the size of its revolver to $1 billion, $170 million of which was outstanding as of Sept. 30, from $650 million. This results in a liquidity surplus of approximately $540 million over the forecasted period. Fitch defines liquidity coverage as sources of liquidity, or unrestricted cash, availability under the revolving credit facility, expected retained cash flows from operating activities after dividend payments, divided by uses of liquidity, or debt maturities, development expenditures, and capex. Well-Staggered Debt Maturity Schedule: The recent refinancing pushed the maturities of the revolver and term loan to 2022 and 2023, from 2019 and 2020, respectively. As a result, outside of small mortgages over the next two years, the nearest maturity is not until $250 million of unsecured notes come due in 2020. Fitch expects the company to continue to unencumber its portfolio, occasionally assuming mortgages through acquisitions. Fitch expects EPR will refinance secured debt with unsecured issuances in the future. This financial strategy of having a fully unencumbered portfolio creates the largest possible unencumbered pool, but the lack of mortgage financing activity calls into question the contingent liquidity of a large portion of the company's assets. Fitch would view positively increased mortgage lending activity in the theater, recreation and education property sectors, demonstrating contingent liquidity for the asset classes. FULL LIST OF RATING ACTIONS Fitch has assigned the following rating: -- Series G preferred stock 'BB'. Fitch currently rates EPR: EPR Properties -- Issuer Default Rating 'BBB-'; -- Unsecured revolving line of credit 'BBB-'; -- Senior unsecured term loan 'BBB-'; -- Senior unsecured notes 'BBB-'; -- Preferred stock 'BB'. The Rating Outlook is Stable. FALCO MOBILE: Unsecureds to Recover 100% in Quarterly Payments -------------------------------------------------------------- Falco Mobile Food LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a disclosure statement dated Sept. 26, 2017, referring to the Debtor's plan of reorganization dated Sept. 28, 2017. The Class 1 Time Payment Corp. claim is not impaired by the Plan. It is a claim with a principal balance of $40,880.03 as of the petition date. The claim is cooking equipment including deep fryers, freezers, and refrigerators, among others, in both cars. The Debtor will pay the claim in full with this creditor through the life of the Plan. Class 2 Accion East claim is not impaired by the Plan. This is a claim with a principal balance of $30,000 as of the petition date. The claim is a commercial loan for 2 mobile carts. The Debtor will pay the claim in full with this creditor through the life of the plan. General unsecured creditors are classified in Class 4, and will receive a distribution of 100% of their allowed claims plus interest in quarterly payments over the life of the Plan, with the first quarterly payment being made on the fifteenth day of the month immediately following the month in which the Court enters an order confirming the Plan. Class 4 consists of equity interest holders. The Debtor's owner will retain ownership and control of the reorganized Debtor. Payments under the Plan will be paid from the Debtor's future revenues, from the Debtor's current cash on hand. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nyeb17-40860-36.pdf As reported by the Troubled Company Reporter on Oct. 11, 2017, the Debtor filed a plan which stated that general unsecured creditors of Falco Mobile Food LLC would be paid in full under the proposed plan to exit Chapter 11 protection. Under the restructuring plan, unsecured creditors would receive a pro-rata share of $7,011.81 on each of the 20 quarterly payments to be made by the company on the 15th of March, June, September and December. About Falco Mobile Food Falco Mobile Food LLC sells retail food such as hot dogs, French fries, fish sandwiches, shrimps and drinks from a mobile unit at 320 Fulton Street, Brooklyn, New York. Falco Mobile Food sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40860) on Feb. 26, 2017. The petition was signed by Michael Falco, managing member. At the time of the filing, the Debtor had $50,000 to $100,000 in estimated assets and $100,000 to $500,000 in estimated liabilities. The Debtor is represented by Rachel S. Blumenfeld, Esq., at the Law Office of Rachel S. Blumenfeld. The case is assigned to Judge Carla E. Craig. FIDELITY NATIONAL: Fitch Hikes Sr. Unsec. Debt Rating From BB+ -------------------------------------------------------------- Fitch Ratings has upgraded Fidelity National Financial, Inc.'s (FNF) title insurance operating subsidiaries Insurance Financial Strength (IFS) rating to 'A' (strong) from 'A-'. Fitch also has upgraded FNF's senior unsecured debt rating to 'BBB' from 'BB+' and Issuer Default Rating (IDR) to 'BBB+' from 'BBB-'. KEY RATING DRIVERS Fitch's rating action follows FNF's spin off of both Black Knight Inc. and Fidelity National Financial Ventures (FNFV) which has rebranded to Cannae Holdings, Inc. (Cannae). The tax-free split off of Black Knight and Cannae holdings has reduced the financial leverage, goodwill, and risk profile of FNF to warrant the one notch upgrade in IFS and two notch upgrade in holding company obligations which is consistent with standard notching practices. FNF is currently structured as a pure title insurance company with a $100 million investment in Cannae. Fitch expects that any non-title related investments will take place at Cannae and not expose FNF's balance sheet to credit risk other than the aforementioned investment. Fitch expects that financial leverage will increase from its current mid-teens percentage into the mid 20% range through share repurchases, additional debt offerings or both. The current ratings anticipate this increase in leverage. The rating action also considers FNF's strong business profile, earnings, and improving debt servicing capabilities particularly post transaction. FNF is the largest U.S. title insurance company with approximately 34% market share, which is almost eight points higher than the second largest competitor and more than twice the size of the third and fourth largest competitor. The company's larger scale provides advantages in operating and expense efficiencies that promote consistently higher profit margins versus peers. RATING SENSITIVITIES The following could lead to a downgrade: -- A sustained increase in financial leverage above 30%; -- A sustained RAC score below 130% or deterioration in capitalization profile that would lead to a material weaker balance sheet; -- A sustained reduction in GAAP fixed charge coverage below 7.0 times; -- A material acquisition outside of the title insurance industry particularly one that adds financial leverage or a material amount of goodwill. The following could lead to an upgrade: -- A solid reserve position such that GAAP reserves develop favorably on a consistent basis; -- Improvement in capital strength demonstrated by a sustained RAC score greater than 200%; -- A sustained pretax GAAP operating margin of 12% or better; -- Demonstration of greater operating performance stability in the next period of unfavorable mortgage and real estate market cycle. FULL LIST OF RATING ACTIONS Fitch has upgraded the following ratings with a Stable Outlook: Fidelity National Financial, Inc. -- IDR to 'BBB+' from 'BBB-'; -- $300 million 4.25% convertible senior note maturing Aug. 15, 2018 to 'BBB' from 'BB+'; -- $400 million 5.5% senior note maturing Sept. 1, 2022 to 'BBB' from 'BB+'; -- Four-year $800 million unsecured revolving bank line of credit due July 2018 to 'BBB' from 'BB+'. Fidelity National Title Ins. Co. Alamo Title Insurance Co. of TX Chicago Title Ins. Co. Commonwealth Land Title Insurance Co. -- IFS to 'A' from 'A-'. FOREVERGREEN WORLDWIDE: Incurs $255K Net Loss in Third Quarter -------------------------------------------------------------- Forevergreen Worldwide Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $254,504 on $4.03 million of net total revenues for the three months ended Sept. 30, 2017, compared to a net loss of $631,620 on $8.23 million of net 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 $1.45 million on $14.91 million of net total revenues compared to a net loss of $964,420 on $30.98 million of net total revenues for the same period during the prior year. As of Sept. 30, 2017, ForeverGreen had $4.37 million in total assets, $12.74 million in total liabilities and a total stockholders' deficit of $8.37 million. The Company has a working capital deficit of $4,961,406 and accumulated deficit of $44,205,193 at Sept. 30, 2017, negative cash flows from operations, and has experienced periodic cash flow difficulties. The Company said these factors raise substantial doubt about its ability to continue as a going concern. The Company has reviewed its cost structure and is taking steps to implement cost saving measures deemed to be effective. This includes reductions in its labor force, restructuring of our lease agreements, revised pricing of certain products to enhance sales incentives, and a marketing plan which involves more interaction with a broad scope of customers and Members. Additionally, the Company expects it will take advantage of limited international expansion opportunities. These expansion opportunities will continue to be evaluated and those which provide the best opportunity for success will be pursued on a priority basis. New products have been and will continue to be introduced to bolster Member recruiting and sales. Management is reviewing improvements to the marketing plan which will enhance the opportunities for continued growth. The Company intends to seek debt and equity financing as necessary. According to the Company, "Management anticipates that any future additional capital needed for cash shortfalls will be provided by debt financing. We may pay these loans with cash, if available, or convert these loans into common stock. We may also issue private placements of stock to raise additional funding. Any private placement likely will rely upon exemptions from registration provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions. We also note that if we issue more shares of our common stock our shareholders may experience dilution in the value per share of their common stock." A full-text copy of the Form 10-Q is available for free at: https://is.gd/HYBT9n About ForeverGreen Worldwide Orem, Utah-based ForeverGreen Worldwide Corporation is a holding company that operates through its wholly owned subsidiary, ForeverGreen International, LLC. The Company's product philosophy is to develop, manufacture and market the best of science and nature through innovative formulations as it produces and manufactures a wide array of whole foods, nutritional supplements, personal care products and essential oils. For the year ended Dec. 31, 2016, ForeverGreen reported a net loss of $5.90 million on $40.27 million of net total revenues for the year ended Dec. 31, 2016, compared to a net loss of $2.62 million on $67.12 million of net total revenues for the year ended Dec. 31, 2015. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered net losses since inception and has accumulated a significant deficit. These factors raise substantial doubt about its ability to continue as a going concern. FTE NETWORKS: Lateral Investment Has 33.7% Stake as of Nov. 10 -------------------------------------------------------------- As of Nov 10, 2017, Lateral Investment, et al., beneficially own in the aggregate 2,482,565 shares of common stock of FTE Networks, Inc., representing approximately 33.70% of the outstanding shares of Common Stock (based on an aggregate total of 7,367,639 shares of Common Stock outstanding, comprised of 5,586,150 shares of Common Stock issued and outstanding as disclosed on the Issuer's Form 8-K filed on Nov. 6, 2017, plus 1,127,739 shares of Common Stock to which the Reporting Persons have a contractual right to receive, plus 653,750 shares of Common Stock underlying warrants held by the reporting persons or warrants to which the Reporting Persons have obtained a contractual right to receive). Lateral Investment Management, LLC owns 2,482,565 shares of FTE's Common Stock. Lateral FTE Feeder LLC owns 486,524 shares of the Issuer's Common Stock. Lateral U.S. Credit Opportunities Fund, L.P. and Lateral Credit Opportunities, LLC own 1,464,854 shares of the Issuer's Common Stock. Due to its relationship with Lateral FTE and Lateral Fund, Lateral Management may be deemed to have shared voting and investment power with respect to the shares owned by Lateral FTE and Lateral Fund. Lateral Management, however, disclaims beneficial ownership of such shares. Due to its relationship with Lateral Fund, Lateral GP may be deemed to have shared voting and investment power with respect to the shares owned by Lateral Fund. Lateral GP, however, disclaims beneficial ownership of such shares. Due to their relationships with Lateral Management and Lateral GP, Dhamitha Richard de Silva, Patrick Feeney and Kenneth Masters may be deemed to have shared voting and investment power with respect to the shares owned by Lateral Fund and Lateral FTE. De Silva, Feeney and Masters, however, disclaim beneficial ownership of such shares. The percentages used herein are based on an aggregate total of 7,367,639 shares of Common Stock outstanding, comprised of 5,586,150 shares of Common Stock issued and outstanding as disclosed in the Issuer's Form 8-K filed on Nov. 6, 2017, plus 1,127,739 shares of Common Stock to which the Reporting Persons have a contractual right to receive such shares, plus 653,750 shares of Common Stock underlying warrants held by the Reporting Persons or warrants to which the Reporting Persons have obtained a contractual right to receive (all on a post-Reverse Stock Split basis). On Oct. 17, 2017, Lateral Fund obtained the contractual right to receive warrants to purchase 140,000 shares of Common Stock in connection with the extension of additional loans to the Issuer and its affiliates under the Credit Agreement. On Nov. 3, 2017, Lateral Fund obtained another contractual right to receive warrants to purchase 20,000 shares of Common Stock in connection with the extension of additional loans to the Issuer and its affiliates under the Credit Agreement. A full-text copy of the regulatory filing is available at: https://is.gd/iAY6DZ About FTE Networks Formerly known as Beacon Enterprise Solutions Group, FTE Networks, Inc. -- http://www.ftenet.com/-- is a provider of innovative technology-oriented solutions for smart platforms, network infrastructure and buildings. FTE's three complementary businesses are FTE Network Services, CrossLayer, Inc. and Benchmark Builders, Inc. Together they provide end-to-end design, build and support solutions for state-of-the-art networks and commercial properties to create the most transformative smart platforms and buildings. FTE's businesses are predicated on smart design and consistent standards that reduce deployment costs and accelerate delivery of innovative projects and services. The company works with Fortune 100/500 companies, including some of the world's leading communications services providers. FTE Networks and its subsidiaries support multiple services, including Data Center Infrastructure, Fiber Optics, Wireless Integration, Network Engineering, Internet Service Provider, General Contracting Management and General Contracting. FTE Networks reported a net loss attributable to common shareholders of $6.31 million on $12.26 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $3.63 million on $14.38 million of revenues for the year ended Sept. 30, 2015. As of Sept. 30, 2017, FTE Networks had $149.77 million in total assets, $133.22 million in total liabilities and $16.55 million in total stockholders' equity. GENON ENERGY: Parties File Separate Objections to 2nd Amended Plan ------------------------------------------------------------------ BankruptcyData.com reported that multiple parties -- including the U.S. Trustee assigned to the GenOn Energy case; the City of Oxnard, California; Arch Insurance Company; Westchester Fire Insurance Company; Natural Gas Litigation Midwest Class Plaintiffs; the City of Pittsburg; NRG Energy; Conemaugh Lessor Genco, Keystone Lessor Genco, Shawville Lessor Genco; Morgantown (OL1 through OL7) and ACE American Insurance Companies -- filed with the U.S. Bankruptcy Court separate objections to GenOn Energy's Second Amended Joint Plan of Reorganization. According to BankruptcyData, the U.S. Trustee asserts, "The Court should not confirm the Debtor's Plan as currently written for two reasons. First, the Plan improperly classifies Class 6 general unsecured creditors as unimpaired. The Plan provides that the general unsecured creditors are releasing claims against various third parties. They are thus losing rights under the Plan. Because any change in their rights, no matter how slight, results in impairment, these creditors are impaired, and thus have a right to vote on the Plan. In addition, even though creditors are entitled to interest on their claims if they are unimpaired, the plan is ambiguous about whether the Debtors will pay general unsecured creditors interest on their claims. The Plan states that the Class 6 creditors will be paid cash in the allowed amount of their claims, which suggests the Debtors will not pay interest. The Plan, however, then states that the general unsecured creditors will receive whatever treatment is required to 'render such Allowed General Unsecured Claim Unimpaired.' The Plan must clarify how the Debtors will treat the Class 6 general unsecured creditors. Second, the Plan improperly provides broad third party releases, exculpations, and injunctions in violation of section 524(e) of the Bankruptcy Code and applicable Fifth Circuit law. Noteholders are not allowed to vote and opt-out. Instead, if they want to opt out of the third party releases, they are required to give up their statutory right to vote. General unsecured creditors are not even provided the choice to opt in or opt out by simply returning a form; instead they must hire a lawyer, file an objection, and have the attorney appear in Court to prosecute the objection. If they do not follow all of these steps, the Debtors assert that they have consented to the releases. This is not consent." About GenOn Energy GenOn Energy, Inc., is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is the product of two mergers since 2010. First, on Dec. 3, 2010, two wholesale power generation companies -- RRI Energy, a company formerly known as Reliant Energy, and Mirant Corporation -- completed an all-stock, tax-free merger with Mirant becoming RRI's wholly-owned subsidiary. Following the merger, RRI took its current name: GenOn. NRG, through a wholly-owned subsidiary, and GenOn completed a stock-for-stock merger in a $6 billion deal, with GenOn continuing as the surviving company on December 14, 2012. NRG, as consideration for acquiring GenOn's entire equity, issued 0.1216 shares of NRG common stock for each outstanding share of GenOn. In structuring the merger, NRG "ring-fenced" GenOn's debt, leaving GenOn's creditors without recourse against NRG's assets in the event of GenOn's default. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 60 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex. Lead Case No. 17-33695) on June 14, 2017, to implement a restructuring plan negotiated with stakeholders prepetition. The Debtors' cases have been assigned to Judge David R. Jones. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Rothschild Inc. is the financial advisor and investment banker. McKinsey Recovery & Transformation Services U.S. is the restructuring advisor. Epiq Systems, Inc., is the claims and noticing agent. Credit Suisse Securities (USA) LLC serves as GenOn Energy's financial advisor and investment banker. Special Counsel to the GAG Steering Committee is Quinn Emanuel Urquhart & Sullivan, LLP. The Steering Committee of GAG Noteholders is comprised of Benefit Street Partners LLC, Brigade Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus Alternative Asset Management LP, each on behalf of itself or certain affiliates, and/or accounts managed and/or advised by it or its affiliates. Counsel to the GenOn Steering Committee and the GAG Steering Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq., and Marc B. Roitman, Esq., at Ropes & Gray LLP. Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian E. Roberts, Esq., at Baker Botts L.L.P. GLYECO INC: Deregisters Unsold Common Shares Under 2014 Prospectus ------------------------------------------------------------------ GlyEco, Inc. filed a post-effective amendment No. 1 to its registration statement on Form S-1 (File No. 333-197120) of GlyEco, Inc. which was filed with the Securities and Exchange Commission on June 30, 2014, as amended on Sept. 9, 2014, and declared effective on Sept. 24, 2014. The Company registered for resale, transfer, or other disposition by the selling stockholders named in the Registration Statement of up to an aggregate of 36,344,824 shares of the Company's common stock, par value $0.0001 per share. The Company is seeking to deregister all shares of Common Stock that remain unsold under the Registration Statement as of Nov. 17, 2017. Accordingly, pursuant to the undertaking of the Company as required by Item 512(a)(3) of Regulation S-K under the Securities Act of 1933, as amended, the Company filed the Post-Effective Amendment to deregister all remaining unsold shares of Common Stock under the Registration Statement which would have otherwise remained available for resale under the Registration Statement as of Nov. 17, 2017. About GlyEco, Inc. GlyEco -- http://www.glyeco.com/-- is a specialty chemical company, leveraging technology and innovation to focus on vertically integrated, eco-friendly manufacturing, customer service and distribution solutions. The Company's eight facilities, including the recently acquired 14-20 million gallons per year, ASTM E1177 EG-1, glycol re-distillation plant in West Virginia, deliver superior quality glycol products that meet or exceed ASTM quality standards, including a wide spectrum of ready to use antifreezes and additive packages for antifreeze/coolant, gas patch coolants and heat transfer fluid industries, throughout North America. The Company's team's extensive experience in the chemical field, including direct experience with reclamation of all types of glycols, gives the Company the ability to process a wide range of feedstock streams, formulate and produce unique products and has earned us an outstanding reputation in our markets. Glyeco reported a net loss of $2.26 million on $5.59 million of net sales for the year ended Dec. 31, 2016, compared to a net loss of $12.45 million on $7.36 million of net sales for the year ended Dec. 31, 2015. As of Sept. 30, 2017, GlyEco had $13.68 million in total assets, $8.86 million in total liabilities and $4.81 million in total stockholders' equity. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has experienced recurring losses from operations, has negative operating cash flows during the year ended Dec. 31, 2016, has an accumulated deficit of $36,815,063 as of Dec. 31, 2016, and is dependent on its ability to raise capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. GLYECO INC: Reports $2.05 Million Net Loss for Third Quarter ------------------------------------------------------------ GlyEco, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $2.05 million on $3.28 million of net sales for the three months ended Sept. 30, 2017, compared to a net loss of $699,091 on $1.38 million of net sales for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported a net loss of $4.06 million on $8.49 million of net sales compared to a net loss of $2.54 million on $4.14 million of net sales for the same period during the prior year. As of Sept. 30, 2017, GlyEco had $13.68 million in total assets, $8.86 million in total liabilities and $4.81 million in total stockholders' equity. According to GlyEco, "We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Significant factors affecting the management of liquidity are cash flows generated from operating activities, capital expenditures, and acquisitions of businesses and technologies. Cash provided from financing continues to be the Company's primary source of funds. We believe that we can raise adequate funds through issuance of equity or debt as necessary to continue to support our planned expansion." For the nine months ended Sept. 30, 2017 and 2016, net cash used in operating activities was $1,709,809 and $1,918,821, respectively. The increase in cash used in operating activities is due to the increase in the Company's net loss as well as significant period over period changes in accounts receivables, inventories and accounts payable and accrued expenses. For the nine months ended Sept. 30, 2017, the Company used $816,719 in cash for investing activities, compared to the $449,698 used in the prior year's period. These amounts were comprised primarily of capital expenditures for equipment. For the nine months ended Sept. 30, 2017 and 2016, the Company received $1,294,200 and $2,802,105, respectively, in cash from financing activities. The 2016 amount is primarily comprised of the February rights offering. The 2017 amount is primarily comprised of the exercise of warrants and proceeds from a sale-leaseback, partially offset by the repayment of debt, including the 5% Notes as well as our 2017 rights offering. As of Sept. 30, 2017, the Company had $2,958,958 in current assets, including $181,671 in cash, $1,561,422 in accounts receivable and $905,297 in inventories. Cash decreased from $1,413,999 as of Dec. 31, 2016, to $181,671 as of Sept. 30, 2017, primarily due to cash used in operations. As of Sept. 30, 2017, the Company had total current liabilities of $4,706,000 consisting primarily of accounts payable and accrued expenses of $2,464,156. As of Sept. 30, 2017, the Company had total non-current liabilities of $4,136,961, consisting primarily of the non-current portion of our notes payable and capital lease obligations. "As of September 30, 2017, the Company has yet to achieve profitable operations and is dependent on our ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve profitable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. "Our plans to address these matters include achieving profitable operations, raising additional financing through offering our shares of the Company’s capital stock in private and/or public offerings of our securities and through debt financing if available and needed. There can be no assurances, however, that the Company will be able to obtain any financings or that such financings will be sufficient to sustain our business operation or permit the Company to implement our intended business strategy. We plan to achieve profitable operations through the implementation of operating efficiencies at our facilities and increased revenue through the offering of additional products and the expansion of our geographic footprint through acquisitions, broader distribution from our current facilities and/or the opening of additional facilities." In their report dated April 6, 2017, the Company's independent registered public accounting firm KMJ Corbin & Company LLP included an emphasis-of-matter paragraph with respect to the Company's consolidated financial statements for the year ended Dec. 31, 2016, concerning the Company's assumption that it will continue as a going concern. The Company's ability to continue as a going concern is an issue raised as a result of current working capital requirements and recurring losses from operations. A full-text copy of the Form 10-Q is available for free at: https://is.gd/OZ1iMj About GlyEco, Inc. Phoenix, Ariz.-based GlyEco -- http://www.glyeco.com/-- is a specialty chemical company, leveraging technology and innovation to focus on vertically integrated, eco-friendly manufacturing, customer service and distribution solutions. The Company's eight facilities, including the recently acquired 14-20 million gallons per year, ASTM E1177 EG-1, glycol re-distillation plant in West Virginia, deliver superior quality glycol products that meet or exceed ASTM quality standards, including a wide spectrum of ready to use antifreezes and additive packages for antifreeze/coolant, gas patch coolants and heat transfer fluid industries, throughout North America. Glyeco reported a net loss of $2.26 million on $5.59 million of net sales for the year ended Dec. 31, 2016, compared to a net loss of $12.45 million on $7.36 million of net sales for the year ended Dec. 31, 2015. GLYECO INC: Total Revenues Increased 136% for Third Quarter ----------------------------------------------------------- GlyEco, Inc., announced financial results for the quarter ended Sept. 30, 2017. Commenting on the third quarter 2017 results, Ian Rhodes, president and chief executive officer said, "Continuing the trend noted in the first half of 2017, total and organic revenue increased in the third quarter of 2017 compared to 2016. Our gross margin ratio increased to 12% from 8% and our operating expense ratio, excluding the $780,000 expense related to a one-time, estimated equipment remediation efforts to comply with newly promulgated West Virginia regulations, decreased to 42% from 58%. The $780,000 remediation accrual is management's current best estimate and the actual expense and related cash outflow in future periods could be materially different. A positive outcome of this remediation effort is that after its completion, we expect to have feedstock that could have a value of up to $300,000, which is dependent on pricing at the time, and which would be a reduction to the expense recorded in the current period. The senior management team is diligently pursuing a number of options and strategies to mitigate the potential exposure of this non-cash charge and as we progress in any one direction, we will advise shareholders promptly of any such developments." Continued Mr. Rhodes: "More important, we have made significant investments during the quarter to support the future growth of our Company, including adding personnel in both customer facing and support functions and consulting and other costs associated with systems and other infrastructure projects, all of which had a negative impact on our third quarter results." Mr. Rhodes added, "From a capital and liquidity standpoint, during the third quarter, we significantly reduced our debt as we closed our rights offering that raised aggregate gross proceeds of approximately $2.29 million, including $670,000 in cash and $1.62 million in redemption of previously issued notes. We also repaid the remaining 8% promissory notes issued in December 2016 through a combination of shares of our common stock at a per share price of $0.08 and cash. As a result of these transactions, the previously issued $1.7 million 8% notes have been repaid in full." Total Revenues increased by $1,895,690 or 136%, from $1,388,980 for the three months ended Sept. 30, 2016 to $3,284,670 for the three months ended Sept. 30, 2017. Consumer Revenues increased by $66,869 or 5%, from $1,388,980 for the three months ended Sept. 30, 2016 to $1,455,849 for the three months ended Sept. 30, 2017. Gross Profit increased from $106,473 for the three months ended Sept. 30, 2016 to $408,093 for the three months ended Sept. 30, 2017. All operating segments were Gross Profit positive for the quarter. Adjusted EBITDA decreased by $250,312, from $(336,112) for the three months ended Sept. 30, 2016 to $(586,424) for the three months ended Sept. 30, 2017. The Company repaid in full the previously issued $1.7 million 8% notes through a combination of stock and cash. The Company's sales for the quarter ended Sept. 30, 2017, were $3.3 million compared to $1.4 million for the quarter ended Sept. 30, 2016, representing an increase of $1.9 million, or approximately 136%. The increase in Net Sales was almost entirely related to the businesses and assets acquired in December 2016. The Company reported a gross profit of $408,000 for the quarter ended Sept. 30, 2017, compared to a gross profit of $106,000 for the quarter ended Sept. 30, 2016, representing an increase in our gross margin of 12% compared to 8% in the three-month period ended Sept. 30, 2016. The Company reported operating expenses of $2.2 million for the quarter ended Sept. 30, 2017, compared to $800,000 for the quarter ended Sept. 30, 2016, representing an operating expense ratio of 65% compared to 58%. The operating expenses were negatively impacted by a $780,000 expense related to estimated equipment remediation efforts to comply with West Virginia regulations that became effective June 30, 2017, investments during the quarter to support the future growth of the Company, including adding personnel in both customer facing and support functions and consulting, costs associated with systems and other infrastructure projects and amortization of intangibles related to the businesses and assets acquired in December 2016. The Company reported an operating loss of $1.8 million for the quarter ended Sept. 30, 2017, compared to a $700,000 operating loss for the quarter ended Sept. 30, 2016. The Company reported a net loss of $2.1 million for the quarter ended Sept. 30, 2017, compared to a net loss of $700,000 for the quarter ended Sept. 30, 2016. The Company reported adjusted EBITDA of $(0.6) million for the quarter ended Sept. 30, 2017, compared to $(336,000) for the quarter ended Sept. 30, 2016. Business Update As previously reported, the Company's facilities sustained minimal damage from the recent hurricanes and are up and running. The Company continues to keep those impacted by the recent hurricanes in its thoughts and prayers. The Company's West Virginia facility was on-line for the entire second and third quarters and was a significant driver of its sales growth during the third quarter. The Company has completed the buildout of our sales team and are now focused on providing them with the tools to identify opportunities and grow sales, including training and product literature. In response to the growing transportation needs of the Company's company and the continued tightening of the third party long-haul trucking market, the Company successfully launched GlyEco Logistics and entered the long-haul trucking market in the 3rd quarter of 2017. The Company believes this will improve its customer service and more effectively manage our transportation costs. The Company continues to focus on scaling our business in such areas as operations and customer care to effectively support the expected sales growth in the coming quarters. A full-text copy of the press release is available for free at: https://is.gd/2A4Tbr About GlyEco, Inc. GlyEco -- http://www.glyeco.com/-- is a specialty chemical company, leveraging technology and innovation to focus on vertically integrated, eco-friendly manufacturing, customer service and distribution solutions. The Company's eight facilities, including the recently acquired 14-20 million gallons per year, ASTM E1177 EG-1, glycol re-distillation plant in West Virginia, deliver superior quality glycol products that meet or exceed ASTM quality standards, including a wide spectrum of ready to use antifreezes and additive packages for antifreeze/coolant, gas patch coolants and heat transfer fluid industries, throughout North America. The Company's team's extensive experience in the chemical field, including direct experience with reclamation of all types of glycols, gives the Company the ability to process a wide range of feedstock streams, formulate and produce unique products and has earned us an outstanding reputation in our markets. Glyeco reported a net loss of $2.26 million on $5.59 million of net sales for the year ended Dec. 31, 2016, compared to a net loss of $12.45 million on $7.36 million of net sales for the year ended Dec. 31, 2015. As of Sept. 30, 2017, GlyEco had $13.68 million in total assets, $8.86 million in total liabilities and $4.81 million in total stockholders' equity. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has experienced recurring losses from operations, has negative operating cash flows during the year ended Dec. 31, 2016, has an accumulated deficit of $36,815,063 as of Dec. 31, 2016, and is dependent on its ability to raise capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. GRAND DAKOTA PARTNERS: Intends to File Plan by Feb. 2018 -------------------------------------------------------- Grand Dakota Partners, LLC, asks the U.S. Bankruptcy Court for the District of North Dakota to extend the exclusive periods for the Debtor to file a reorganization plan through Feb. 15, 2018, and to solicit acceptance of its plan through April 16, 2018. Grand Dakota has exclusive right to file a plan through Nov. 17, 2017, under Section 1121 of the U.S. Bankruptcy Code. Grand Dakota has the exclusive right to solicit votes in favor of a plan through Jan. 16, 2018. Grand Dakota requests the extension of the Exclusivity Periods for an additional 90 days to preserve its exclusive right to submit a plan of reorganization and to solicit votes in favor of the plan. Without the requested extension of the Exclusivity Periods, Grand Dakota would face the prospect of a potentially competing plan that would call for the dismissal or conversion of the Chapter 11 cases for the sole benefit of American Bank Center. The filing of a competing plan would delay and disrupt the plan process and be an inefficient use of estate resources. No unsecured creditor will be prejudiced by the requested extensions, and Grand Dakota believes that ample cause exists to grant the relief requested. About Grand Dakota Partners Grand Dakota Partners, LLC, owns the Ramada Grand Dakota Hotel Dickinson located near Prairie Hills Mall. The hotel's rooms and suites have Serta beds, flat-screen TVs, and free WiFi. It also has an indoor pool, hot tub and fitness center. The hotel also features an onsite restaurant, barber shop, lounge, and 14,000-square-feet of conference space. Affiliated debtors Grand Dakota Partners, LLC, and Grand Dakota Hospitality, LLC (Bankr. D.N.D. Case Nos. 17-31184 and 17-31185) each filed for Chapter 11 bankruptcy protection on July 20, 2017. The petitions were signed by Stephen D. Barker, president, Cibix Management, Inc., the managing member of the Debtors. Grand Dakota Partners estimated its assets and liabilities at between $10 million and $50 million each. Grand Dakota Hospitality estimated its assets at up to $50,000 and liabilities at between $10 million and $50 million. Judge Laura T. Beyer presides over the case. Bradley E. Pearce, Esq., at Pearce Law PLLC, serves as the Debtors' bankruptcy counsel. GREAT FOOD: May Use Cash Collateral Through March 31, 2018 ---------------------------------------------------------- The Hon. Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York has entered a fourth interim order authorizing Great Food Great Fun, LLC, and its affiliates to use cash collateral of U.S. Foods, Inc./U.S. Foodservice, Inc., Cosima Corporation, the Internal Revenue Service, the New York State Department of Taxation and Finance, Snap Advances, LLC, GU Capital, Tango Capital and Northwest Savings Bank through March 31, 2018. A hearing on the Debtors' use of cash collateral after March 31, 2018, will be held on March 26, 2018, at 10:00 a.m. As additional adequate protection to the Secured Creditors, the Secured Creditors are granted rollover replacement liens in post-petition assets of the Debtors of the same relative priority and on the same types and kinds of collateral as they possessed pre-petition, to the extent of cash collateral actually used and not paid down by the Debtors, effective as of the date of filing of this case. As additional adequate protection to the Secured Creditors, debtor Great Food Great Fun will make these adequate protection payments: a. Cosima -- as adequate protection to GFGF landlord Cosima, current rent will be paid at the rate of $1,500 per week. Additionally, GFGF will make payments of $1,000.69 per month toward back rental amounts owed by GFGF; b. U.S. Foods -- all current purchase to U.S. Foods, all current purchases will be paid COD upon delivery. Additionally, GFGF will continue to pay $250 per week toward arrears owed; and C. IRS -- as adequate protection to partially secured claims of the IRS, GFGF will continue to make adequate protection payments to the IRS at the rate of $750 per week. As additional adequate protection to the Secured Creditors, debtor Professional Hospitality will make these adequate protection payments: a. U.S. Foods -- any current purchases will be paid COD upon delivery. No additional adequate protection payments will be made until debtor PH's seasonal business is reopened in approximately April 2018; b. NYS Tax -- no additional adequate protection payments will be made to NYS Tax until debtor PH's seasonal business is reopened in approximately April 2018. A copy of the court order is available at: http://bankrupt.com/misc/nywb17-11557-121.pdf As reported by the Troubled Company Reporter on Aug. 30, 2017, the Court granted the Debtors final authorization to use cash collateral through Oct. 31, 2017. About Great Food Great Fun and Professional Hospitality Great Food Great Fun, LLC, and Professional Hospitality, LLC, filed Chapter 11 petitions (Bankr. W.D.N.Y. Case Nos. 17-11557 and 17-11558, respectively). Judge Carl L. Bucki presides over the Debtors' cases. Daniel F. Brown, Esq., at Andreozzi Bluestein LLP, serves as counsel to the Debtors. GUIN, AL: Moody's Confirms B1 Issuer Rating; Outlook Negative ------------------------------------------------------------- Moody's Investors Service has confirmed the B1 issuer rating and B2 General Obligation Limited Tax rating on Guin, AL's outstanding debt. The city's rating was placed under review on October 2, 2017 due to lack of sufficient financial information for fiscal 2016. The confirmation of the rating is driven by the receipt of preliminary fiscal 2016 results. The B2 limited tax rating is one notch below the implied GOULT rating. Although the limited tax security does include a full faith and credit pledge, the severe financial stress the city is under, warrants a one notch distinction between the limited tax and implied unlimited tax ratings. The B2 limited tax rating reflects the city's continued strained financial position with the consistent practice of deficit financings, small tax base with moderate room for growth, and significant taxpayer concentration. The rating also incorporates the city's high debt burden, including a privately placed bond with acceleration provisions. Rating Outlook The outlook is negative as the city works to improve the financial position by attempting to eliminate the practice of taking out loans to balance the budget in fiscal 2018; as anticipated, the finances deteriorated in fiscal 2016 and are expected to improve in 2017 due to a loan. Factors that Could Lead to an Upgrade (Removal of the Negative Outlook) Significant tax base growth and diversification coupled with improved socioeconomic factors Stabilized reserves to adequate levels without the use of loans Decline in debt levels Factors that Could Lead to a Downgrade Decrease in cash and fund balance Inability to meet budgeted revenues Decline in the tax base Legal Security The bonds are secured by a general obligation limited tax pledge. The city's full faith and credit is irrevocably pledged to pay debt service on the bonds however, they do not include an explicit promise to raise property taxes or other revenues. Moreover, the Alabama Constitution has strict limitations on local property tax rates and closely regulates other local revenues sources. Use of Proceeds. Not Applicable. Obligor Profile Guin, AL is located in Marion County, approximately 80 miles northwest of Birmingham, and has a population of about 2,124. Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. HATHAWAY HOMES: Taps Tolson & Wayment as Legal Counsel ------------------------------------------------------ Hathaway Homes Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire Tolson & Wayment, PLLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. Aaron Tolson, Esq., the attorney who will be handling the case, will charge an hourly fee of $250 for his services. His firm received a retainer in the sum of $14,000 prior to the petition date. Mr. Tolson disclosed in a court filing that his firm does not represent any interest adverse to the Debtor or its estate. Tolson & Wayment can be reached through: Aaron J Tolson, Esq. Tolson & Wayment, PLLC 2677 E. 17th Street Suite 300 Ammon, ID 83406 Tel: (208) 228-5221 Fax: (208) 228-5200 Email: ajt@aaronjtolsonlaw.com About Hathaway Homes Group Hathaway Homes Group, LLC is a dealer of recreational vehicle and manufactured homes in South East Idaho. It offers a selection of new modular homes, mobile homes, toy haulers, and pre-owned RVs and trailer homes. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 17-40992) on November 10, 2017. Paul J. Hathaway, authorized representative, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Jim D. Pappas presides over the case. HELIOS AND MATHESON: MoviePass Launches New Subscription Plan ------------------------------------------------------------- Helios and Matheson Analytics Inc. and MoviePass, in which HMNY has agreed to purchase a majority stake, announced that MoviePass is offering a one year subscription plan for a flat fee of $89.95 (including a $6.55 processing fee). Existing MoviePass customers will receive 25% savings from their current $9.95 per month plan if they subscribe to the new one year MoviePass subscription plan. The one year subscription plan will be available only for a limited time, giving movie-lovers an opportunity to attend the movies they want at an even lower price for an entire year. MoviePass introduced its $9.95 per month subscription plan in August 2017, following a significant investment from HMNY. The investment has enabled MoviePass to deliver on its vision to bring significant innovation to the movie theater industry and drive increased attendance to movie theaters and lower-budget films. New and existing subscribers of MoviePass who take advantage of the new one year subscription plan will be billed $89.95 for the year in advance at the time they subscribe to the plan. "This limited time offer is great for movie-lovers. At $6.95 per month, it's hard to compare it to anything else that provides as much entertainment for a full year," said Mitch Lowe, CEO of MoviePass. "We are entering the prime movie going season, so now is the perfect time to take advantage of the MoviePass movement," continued Mr. Lowe. "HMNY continues to be the biggest supporter of MoviePass, as it outpaces any other movie theater subscription service and continues to disrupt the movie theater industry," said Ted Farnsworth, Chairman and CEO of HMNY. "We look forward to helping MoviePass continue to broaden its reach and modernize the movie theater industry." About MoviePass MoviePass Inc. -- http://www.moviepass.com/-- is a technology company dedicated to enhancing the exploration of cinema. As the nation's premier movie-theater subscription service, MoviePass provides film enthusiasts with a variety of subscription options to enhance their movie-going experience. The service, now accepted at more than 91% of theaters across the United States, is the nation's largest theater network. About Helios and Matheson Helios and Matheson Analytics Inc. (NASDAQ: HMNY) -- http://www.hmny.com/-- is a provider of information technology services and solutions, offering a range of technology platforms focusing on big data, artificial intelligence, business intelligence, social listening, and consumer-centric technology. Its holdings include RedZone Map, a safety and navigation app for iOS and Android users, and a community-based ecosystem that features a socially empowered safety map app that enhances mobile GPS navigation using advanced proprietary technology. Through TrendIt, HMNY has acquired technology addressing crowd and migration patterns and consumer behavior in real-time. The patented technology predicts population behavior, along with a crowd's population size, origin and destination. HMNY is headquartered in New York, NY and listed on the Nasdaq Capital Market under the symbol HMNY. Helios and Matheson reported a net loss of $7.38 million for the year ended Dec. 31, 2016, compared to a net loss of $2.11 million for the year ended Dec. 31, 2015. As of Sept. 30,2017, Helios and Matheson had $17.46 million in total assets, $41.54 million in total liabilities, $2.09 million in redeemable common stock and a $26.17 million total shareholders' deficit. HOUGHTON MIFFLIN: Moody's Lowers CFR to Caa1; Outlook Negative -------------------------------------------------------------- Moody's Investors Service downgraded Houghton Mifflin Harcourt Publishers Inc.'s ("HMH") Corporate Family Rating to Caa1 from B3, and senior secured bank credit facility rating to Caa2 from B3. Moody's also downgraded HMH's Probability of Default Rating to Caa1-PD from B3-PD. The Speculative Grade Liquidity Rating is unchanged at SGL-3. The rating outlook is negative. The downgrade reflects continued challenges that HMH faces in the secularly weak K-12 learning materials sector, combined with legacy underinvestment in some of its core products, which is reducing market share in recent adoptions. In addition, the open territory buying market for 2017 was below industry expectations, further exacerbating weak adoption performance for HMH and a substantial reduction in billings. The company's Social Studies Program was not approved for sale in California, resulting in negative 1%, or about $15 million, impact to billings in 2018 and a similarly sized billings amount impact in 2019 and 2020. The company continues to generate negative free cash flow, however, Moody's expects HMH to continue its restructuring program to control costs and maintain liquidity, as it returns its focus to the core basal products. Rating Actions: Issuer: Houghton Mifflin Harcourt Publishers Inc. -- Corporate Family Rating, downgraded to Caa1 from B3 -- Probability of Default Rating, downgraded to Caa1-PD from B3- PD -- $800 million senior secured term loan B due 2021, downgraded to Caa2 (LGD4) from B3 (LGD4) -- Outlook, remains Negative RATINGS RATIONALE HMH's Caa1 CFR reflects operating performance that is pressured by a secularly challenged K-12 education market, with a reduced addressable market in adoption states (7% decline) and open territory states (6% decline) YTD in 2017. The company saw a decline in its Basal product sales of 5% YTD through September 2017, and a decline of 10% in its Basal product billings for the same period. While the company's Heinemann business has had revenue growth, HMH had fewer of its existing customers for the READ 180 program upgrade to the new version of the program in 2017 compared to 2016, resulting in lower upgrade fees. The management team highlighted that in response to customer feedback they are adding some features from prior versions of READ 180 that it believes will increase conversion of existing customers to the new program. HMH's top line was affected by lower than expected open territory spending in 2017, and the latent effects of the company's underinvestment in a key adoption product in California English Language Arts program (which started adoptions last year), as well reduced 2018 performance expectation due to non-approval of the California's Social Studies curricula for adoption in that state, despite its participant position during a prior adoption process. While total revenues declined approximately 3% for the LTM period ending September 30, 2017, more forward-looking oriented billings declined 7% year over year, with a substantial fall in deferred revenue. The company has also experienced a shift in the mix of its sold products, with stronger performance in more print-based Heinemann and trade sales segments not making up for the loss of basal revenue (which has a higher digital component). While HMH will participate in some of the larger state adoptions in 2018 (California ELA and Florida Science) and the open territory market may recover as some of the funding uncertainty in open territory school districts is resolved, Moody's expects HMH's revenues to remain challenged in 2018 amidst intense competition. Moody's remains concerned about potential further market share erosion and unanticipated reduced sales in the open territory. Though HMH has been undergoing a substantial restructuring plan over the course of 2017, and has managed its liquidity carefully, Moody's believes the company's financial flexibility to fund operations through trough periods of its seasonal business has diminished as negative free cash flow has reduced the cash and securities balance and increased the potential need to rely on the revolver. HMH's debt-to-EBITDA leverage remains at an unsustainable elevated level of more than 15x (including Moody's standard adjustments, factoring in cash outlays for pre-publication spending as a reduction to EBITDA and adjusting for a reduction in deferred revenue) and free cash flow is negative despite a meaningful cutback in capital spending this year. Moody's expects competition in the K-12 market to remain fierce, with traditional publishers competing for limited educational materials dollars alongside with smaller, technologically focused and nimble curricula providers. Furthermore, secular public funding pressures will remain, as schools focus on making the most efficient use of their limited education budgets. Moody's expects digital adoption of courseware in the K-12 market to remain slow, as financial and technological limitations continue to weigh on the transition to a service-like model for educational software. Moody's estimates free cash flow to debt to be negative, as HMH will need to continue investing in its products to effectively compete in the marketplace. Moody's forecast does not incorporate additional incremental share buybacks or dividends over the next 12 months. The Senior Secured ABL revolver is supported by a first lien on receivables and inventory and a second lien on other assets. Moody's believes the term loan collateral package (consisting of a second lien on receivables and inventory and a first lien on other assets) is less liquid and weaker than that of the revolver. Accordingly, the term loan (rated Caa2 with a LGD4 assessment) is ranked behind the revolver in Moody's loss given default notching framework. Moody's downgraded the term loan rating to Caa2 from B3 because of the CFR downgrade and because the potential for increased revolver utilization weakens recovery prospects for the term loan in the event of a default. The speculative-grade liquidity rating remains unchanged at SGL-3, reflecting Moody's expectations for negative free cash flow and potential for an erosion of the cash balance because of expected weakness in performance in 2018. HMH's adequate liquidity is nevertheless supported by its $210 million of cash and investments as of September 30, 2017, an undrawn $250 million revolver, lack of meaningful near term maturities, and the covenant lite structure. Cash and investments will likely build seasonally in the fourth quarter, but cash consumption in the first half of 2016 and 2017 ranged from $220 - $290 million and similar cash usage in the first half of 2018 would likely lead to revolver utilization. There are no term loan financial maintenance covenants, and the revolver is subject only to a springing minimum 1.0x fixed charge coverage ratio (FCCR) that is triggered based on availability. While Moody's does not expect availability to fall below the specified trigger level ($20 million or more depending on the borrowing base at the time), the FCCR is below 1.0x and this could restrict effective capacity under the revolver or lead to a covenant violation if revolver borrowings are high enough to trigger the covenant. The negative rating outlook incorporates Moody's expectations for weakness of HMH market share in the K-12 market over the next 12 months and flat to slightly negative industry sales for K-12 market. Moody's anticipates HMH operating earnings to remain low in 2018, with high debt-to-EBITDA leverage of 12x -- 18x, a wide range given uncertainty regarding the company's operating performance and the highly seasonal funding needs. Moody's expects the company to manage its cost-base appropriately should actual sales and billings miss expectations further. Ratings could be downgraded if investment spending or operating weakness leads to continued negative free cash flow, diminishing the company's liquidity position further. Weak liquidity reduces the company's flexibility to invest and execute growth initiatives and could lead to downward rating pressure. Further market share erosion and delays in local or state spending on education materials could also result in a downgrade. Given the negative outlook, an upgrade is unlikely over the next 12-18 months. The company would need to stabilize and grow revenue and earnings, generate positive free cash flow and meaningfully reduce leverage to be considered for an upgrade. The principal methodology used in these ratings was Media Industry published in June 2017. Houghton Mifflin Harcourt Company, headquartered in Boston, MA, is one of the three largest U.S. education publishers focusing on the K-12 market with an estimated $1.4 billion of reported revenue for the 12 months ended September 30, 2017. Houghton Mifflin Harcourt Company is the ultimate parent of Houghton Mifflin Harcourt Publishers, Inc. (HMH), which is a joint and several co-borrower of the rated debt along with Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC. The company is publicly traded with Anchorage Capital the largest shareholder with an approximate 16.3% ownership of the company; Fidelity Investments and the Vanguard Group each hold 5% - 10%, with the remainder being widely held. HUMANIGEN INC: Incurs $7.18 Million Net Loss in Third Quarter ------------------------------------------------------------- Humanigen, Inc., reported a net loss of $7.18 million for the three months ended Sept. 30, 2017, compared to a net loss of $4.52 million for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported a net loss of $18.88 million compared to a net loss of $21.96 million for the same period a year ago. As of Sept. 30, 2017, Humanigen had $2.56 million in total assets, $24.14 million in total liabilities and a total stockholders' deficit of $21.57 million. According to Humanigen, "The Company has incurred significant losses since its inception in March 2000 and had an accumulated deficit of $259.5 million as of September 30, 2017. The Company has financed its operations primarily through the sale of equity securities, debt financings, interest income earned on cash and cash equivalents, grants and the payments received under its agreements with Novartis Pharma AG and Sanofi Pasteur S.A. To date, none of the Company's product candidates have been approved for sale and therefore the Company has not generated any revenue from product sales. Management expects operating losses to continue for the foreseeable future. As a result, the Company will continue to require additional capital through equity offerings, debt financing and/or payments under new or existing licensing or collaboration agreements. If sufficient funds are not available on acceptable terms when needed, the Company could be required to significantly reduce its operating expenses and delay, reduce the scope of, or eliminate one or more of its development programs. The Company's ability to access capital when needed is not assured and, if not achieved on a timely basis, could materially harm its business, financial condition and results of operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. "The ability of the Company to meet its total liabilities of $24.1 million at September 30, 2017 and to continue as a going concern is dependent upon the availability of future funding. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. "The Company is currently evaluating a full range of strategic alternatives to address or respond to the Company's lack of liquidity in order to repay its outstanding term loans ... and other obligations. The Company has been discussing and continues to discuss with its Term Loan Lenders alternative transactions that might result in the satisfaction, extension or modification of the Company's obligations including conversion of the Term Loans into equity in the Company, which may occur at a significant discount to the current market price and be dilutive to the ownership interests of existing stockholders. If the Company is able to successfully reach agreement with its Term Loan Lenders and is also able to obtain additional financing, the review of strategic alternatives could result in among other things, pursuit of a litigation strategy relating to its benznidazole intellectual property rights, a sale, merger, consolidation or business combination, asset divestiture, partnering, licensing or other collaboration agreements, or potential acquisitions or recapitalizations, in one or more transactions, or continuing to operate with the Company's current business plan and strategy. The Company may incur substantial expenses associated with identifying, evaluating and pursuing potential strategic alternatives, and there can be no assurances as to whether any of these may be successfully implemented. If the Company is unable to reach a satisfactory agreement with its Term Loan Lenders on any alternative transactions, the Company may be forced to file for a second bankruptcy." A full-text copy of the Quarterly Report is available at: https://is.gd/Mz0MAz About Humanigen, Inc. Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen, Inc., (OTCQB: HGEN), -- http://www.humanigen.com/-- is a biopharmaceutical company focused on advancing medicines for patients with neglected and rare diseases through innovative, accelerated business models. Lead compounds in the portfolio are benznidazole for the potential treatment of Chagas disease in the U.S., and the proprietary monoclonal antibodies, lenzilumab and ifabotuzumab. Lenzilumab has potential for treatment of various rare diseases, including hematologic cancers such as chronic myelomonocytic leukemia (CMML) and juvenile myelomonocytic leukemia (JMML). KaloBios filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 15-12628) on Dec. 29, 2015. The Company was represented by Eric D. Schwartz of Morris, Nichols, Arsht & Tunnell. KaloBios emerged from Chapter 11 bankruptcy six months later. HORNE LLP, in Ridgeland, Mississippi, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. The Company reported a net loss of $27.01 million in 2016, following a net loss of $35.37 million in 2015. IMAGEWARE SYSTEMS: Reports $4.18 Million Net Loss for Third Quarter ------------------------------------------------------------------- Imageware Systems, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss available to common shareholders of $4.18 million on $1.08 million of revenue for the three months ended Sept. 30, 2017, compared to a net loss available to common shareholders of $2.74 million on $848,000 of revenue for the same period during the prior year. For the nine months ended Sept. 30, 2017, the Company reported a net loss available to common shareholders of $10.48 million on $3.07 million of revenue compared to a net loss available to common shareholders of $7.80 million on $2.88 million of revenue for the same period a year ago. As of Sept. 30, 2017, Imageware had $13.97 million in total assets, $10.76 million in total liabilities and $3.21 million in total shareholders' equity. At Sept. 30, 2017, the Company had positive working capital of approximately $7,326,000. Its principal sources of liquidity at September 30, 2017 consisted of approximately $9,866,000 of cash and $217,000 of trade accounts receivable. According to Imageware, "Considering our projected cash requirements, and assuming we are unable to generate incremental revenue, our available cash may be insufficient to satisfy our cash requirements for the next twelve months from the date of this filing. These factors raise substantial doubt about our ability to continue as a going concern. To address our working capital requirements, management may seek additional equity and/or debt financing through the issuance of additional debt and/or equity securities, or may seek strategic or other transactions intended to increase shareholder value. There are currently no formal committed financing arrangements to support our projected cash shortfall, including commitments to purchase additional debt and/or equity securities, or other agreements, and no assurances can be given that we will be successful in raising additional debt and/or equity securities, or entering into any other transaction that addresses our ability to continue as a going concern. "In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which, in turn, is dependent upon the Company's ability to continue to raise capital and generate positive cash flows from operations. However, the Company operates in markets that are emerging and highly competitive. There is no assurance that the Company will be able to obtain additional capital, operate at a profit or generate positive cash flows in the future." A full-text copy of the Form 10-Q is available for free at: https://is.gd/9Twci7 ImageWare hosted a quarterly conference call on Nov. 9, 2017, to provide a report regarding the Company's financial condition and results from operations for the quarter ended Sept. 30, 2017. A copy of the transcript of the call is available for free at: https://is.gd/fGicYd About ImageWare Systems ImageWare Systems, Inc. -- http://iwsinc.com-- is a developer of mobile and cloud-based identity management solutions, providing biometric authentication solutions for the enterprise. The Company delivers next-generation biometrics as an interactive and scalable cloud-based solution. ImageWare brings together cloud and mobile technology to offer multi-factor authentication for smartphone users, for the enterprise, and across industries. ImageWare's products support multi-modal biometric authentication including, but not limited to, face, voice, fingerprint, iris, palm, and more. All the biometrics can be combined with or used as replacements for authentication and access control tools, including tokens, digital certificates, passwords, and PINS, to provide the ultimate level of assurance, accountability, and ease of use for corporate networks, web applications, mobile devices, and PC desktop environments. ImageWare is headquartered in San Diego, Calif., with offices in Portland, OR, Ottawa, Ontario, and Mexico City, Mexico. To learn more about ImageWare, visit http://iwsinc.com; follow the Company on Twitter, LinkedIn, YouTube and Facebook. ImageWare Systems reported a net loss available to common shareholders of $10.87 million on $3.81 million of revenues for the year ended Dec. 31, 2016, compared to a net loss available to common stockholders of $9.59 million on $4.76 million of revenues for the year ended Dec. 31, 2015. Mayer Hoffman McCann P.C., in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred recurring operating losses and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ITUS CORP: Inks License Agreement with Wistar Institute ------------------------------------------------------- ITUS Corporation, through its wholly-owned subsidiary, Certainty Therapeutics, Inc., has entered into a license agreement with The Wistar Institute of Anatomy and Biology pursuant to which Certainty was granted an exclusive, worldwide, royalty-bearing license to use certain intellectual property owned or controlled by Wistar relating to Wistar's chimeric endocrine receptor targeted therapy technology (such technology being akin to chimeric antigen receptor T-cell technology). ITUS Corporation plans to use the Licensed Technology initially for the development of a treatment for ovarian cancer. ITUS Corporation may also use the Licensed Technology for the development of treatments for additional solid tumors. The License may be transferred and sublicensed by Certainty, subject to certain exceptions contained in the Agreement. In consideration for the License, Certainty will make certain cash and equity payments to Wistar. With respect to Certainty's cash obligations to Wistar, Certainty is required to pay Wistar an initial licensing fee and to make certain milestone payments upon the achievement of various milestones related to the Licensed Technology. Certainty is also required to make certain royalty payments to Wistar based upon net sales from any product derived from the Licensed Technology, with a minimum annual royalty payment payable to Wistar beginning on the first day of the calendar year following the first commercial sale by Certainty of a product derived from the Licensed Technology, and to make certain future maintenance fee payments to Wistar. With respect to Certainty's equity obligations to Wistar, Certainty issued to Wistar shares of its common stock equal to five percent (5%) of the common stock of Certainty. Certainty also granted Wistar certain anti-dilution protections, preemptive rights and a right of participation as it relates to Wistar’s ownership interest of Certainty. Pursuant to the Agreement, Wistar retained its right to make use of the Licensed Technology for non-commercial, educational, and research purposes and is permitted to grant additional licenses of the Licensed Technology to academic, governmental or non-profit institutions and to other third parties as long as the grant does not encroach upon Certainty's License. In addition, in certain instances, if Certainty does not elect to develop and commercialize certain products utilizing the Licensed Technology, Wistar may convert the License to a non-exclusive license and may sublicense the right to develop and commercialize such products to a third party. The Agreement will remain in effect until such time as the royalty terms related to the Licensed Technology expire, unless terminated earlier. This Agreement may be terminated by Wistar if Certainty fails to fulfill certain of its milestone obligations under the Agreement, fails to make any payments to Wistar when due, upon a material breach of a covenant or agreement, upon bankruptcy, dissolution or cessation of operations, and if Certainty or its affiliates bring a patent challenge against Wistar, all subject to certain cure periods. About ITUS Corporation San Jose, California-based ITUS Corporation (NASDAQ:ITUS) -- http://www.ITUScorp.com/-- funds, develops, acquires, and licenses emerging technologies in areas such as biotechnology. Formerly known as CopyTele, the Company is developing a platform called Cchek, a series of non-invasive, blood tests for the early detection of solid tumor based cancers, which is based on the body's immunological response to the presence of a malignancy. CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014, to reflect the Company's change in its business operations. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Oct. 31, 2016, citing that the Company has limited working capital and limited revenue-generating operations and a history of net losses and net operating cash flow deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ITUS Corp reported a net loss of $5.01 million on $300,000 of total revenue for the year ended Oct. 31, 2016, compared to a net loss of $1.37 million on $9.25 million of total revenue for the year ended Oct. 31, 2015. As of July 31, 2017, ITUS had $8.41 million in total assets, $2.92 million in total liabilities, and $5.48 million in total shareholders' equity. ITUS CORP: Will Sell 3 Million Shares of Common Stock ----------------------------------------------------- ITUS Corporation entered into an At-the-Market Issuance Sales Agreement with B. Riley FBR, Inc. on Nov. 17, 2017, to create an at-the-market equity program under which it may sell up to 3,000,000 shares of the Company's common stock from time to time through the Agent, as sales agent. Under the Agreement, the Agent will be entitled to a commission at a fixed commission rate of 5% of the gross proceeds from each sale of Shares under the Agreement. Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be "at-the-market equity offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers' transactions, including on the NASDAQ Capital Market, at market prices or as otherwise agreed with the Agent. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement. The Shares will be issued pursuant to the Company's previously filed Registration Statement on Form S-3 (File No. 333-220963) that was declared effective on Oct. 26, 2017. On Nov. 17, 2017, the Company filed a Prospectus Supplement relating to the ATM Offering with the Securities and Exchange Commission. About ITUS Corporation San Jose, California-based ITUS Corporation (NASDAQ:ITUS) -- http://www.ITUScorp.com/-- funds, develops, acquires, and licenses emerging technologies in areas such as biotechnology. Formerly known as CopyTele, the Company is developing a platform called Cchek, a series of non-invasive, blood tests for the early detection of solid tumor based cancers, which is based on the body's immunological response to the presence of a malignancy. CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014, to reflect the Company's change in its business operations. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Oct. 31, 2016, citing that the Company has limited working capital and limited revenue-generating operations and a history of net losses and net operating cash flow deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ITUS Corp reported a net loss of $5.01 million on $300,000 of total revenue for the year ended Oct. 31, 2016, compared to a net loss of $1.37 million on $9.25 million of total revenue for the year ended Oct. 31, 2015. As of July 31, 2017, ITUS had $8.41 million in total assets, $2.92 million in total liabilities, and $5.48 million in total shareholders' equity. J & W TRAILER: Taps Brady Martz as Accountant --------------------------------------------- J & W Trailer Leasing, LLC seeks approval from the U.S. Bankruptcy Court for the District of North Dakota to hire Brady, Martz & Associates, P.C. as its accountant. The firm will handle the accounting tasks necessary to complete the Debtor's 2015 and 2016 income tax returns, and the financial statements necessary to support its Chapter 11 plan of reorganization. Brady Martz has agreed to bill the Debtor pursuant to this fee schedule: Professionals Hourly Rate Services ------------- ----------- -------- LeeAnn Galster $121 Review of data input Sabrina Praus $81 Data entry Amber Thoeny $81 Data entry Brian Cronnelly $91 Data entry Nathan Sorenson, CPA $276 Consulting and final review of documents, financial statements and tax returns Nathan Sorenson, a shareholder of Brady Martz, disclosed in a court filing that he does not represent any interest adverse to the Debtor's estate. The firm can be reached through: Nathan Sorenson Brady, Martz & Associates, P.C. 2257 Third Avenue W. Dickinson, ND 58601-2605 Phone: (701) 483-6000 Fax: (701) 483-6004 About J & W Trailer Leasing J & W Trailer Leasing, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.Dak. Case No. 17-30279) on May 9, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Sara E. Diaz, Esq., at Bulie Law Office serves as the Debtor's legal counsel. The case is assigned to Judge Shon Hastings. JONES PRINTING: Taps Scarborough & Fulton as Legal Counsel ---------------------------------------------------------- Jones Printing, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Scarborough & Fulton as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. David Fulton, Esq., the attorney who will be handling the case, will charge an hourly fee of $395. Legal assistants will charge $125 per hour. Scarborough & Fulton received a retainer from the Debtor in the sum of $13,791.91 prior to the petition date. Mr. Fulton disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Scarborough & Fulton can be reached through: David J. Fulton, Esq. 620 Lindsay St., Suite 240 Chattanooga, TN 37403 Email: 423-648-1880 Fax: 423-648-1881 Email: djf@sfglegal.com About Jones Printing LLC Jones Printing, LLC -- http://jonesprinter.com-- is a printing company founded in 1941 in Chattanooga, Tennessee. For more than 75 years, it has produced creative communications solutions for Fortune 500 companies in insurance, manufacturing, healthcare, pharma, software, retail, gaming and entertainment industries. Beginning in 2011, Jones Printing has maintained "GMI Certification." The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 17-15187) on November 10, 2017. Richard Dale Ford, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $1 million to $10 million. Judge Shelley D. Rucker presides over the case. JUBEM INVESTMENTS: Wants Exclusivity Period Extended by 90 Days --------------------------------------------------------------- Jubem Investments, Inc., asks the U.S. Bankruptcy Court for the Southern District of Texas to extend by 90 days the Debtor's exclusivity period, to allow the sale of its Real Property to be finalized prior to a Chapter 11 bankruptcy plan being submitted. The exclusivity period in this case ends on Nov. 28, 2017. The Debtor has a contract to sell the real property located at 1700 Las Milpas Road, Pharr, Texas 78577, and 3600 E. Las Milpas Road, Hidalgo, Texas 78557. Once the sale becomes final, the Debtor says it will be able to more effectively put together a plan and disclosure statement. At this junction a proposed plan would likely be completely different from the final plan, resulting in unnecessary expense to the estate. The Debtor contends that once the sale is finalized and completed, then it is more likely than not that Confirmation of the plan will be done in a reasonable period of time. A copy of the Debtor's request is available at: http://bankrupt.com/misc/txsb17-70299-48.pdf About Jubem Investments Jubem Investments, Inc., dba Buffalo Wings & Rings, is a privately held company in San Juan, Texas. Its principal place of business is located at 3600 E. Las Malpas Road Hidalgo, Texas. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-10288) on July 31, 2017, estimating its assets at up to $50,000 and liabilities at between $1 million and $10 million. The petition was signed by Juan Miranda, its president. The bankruptcy petition was originally filed in the Bankruptcy Court's Brownsville Division. On Aug. 14, 2017, the case was transferred to the McAllen Division and assigned Case No. 17-70299. Judge Eduardo V. Rodriguez presides over the case. Guerra & Smeberg, PLLC, represents the Debtor as bankruptcy counsel. KENNEWICK PUBLIC: Committee Taps A&M as Financial Advisor --------------------------------------------------------- The official committee of unsecured creditors of Kennewick Public Hospital District seeks approval from the U.S. Bankruptcy Court for the Eastern District of Washington to hire Alvarez & Marsal Healthcare Industry Group, LLC as its financial advisor. The firm will provide these services to the committee in connection with the Debtor's Chapter 9 case: (a) assist in the assessment and monitoring of cash flow budgets, liquidity and operating results; (b) review the Debtor's cost/benefit evaluations with respect to the assumption or rejection of executory contracts or unexpired leases; (c) assist in the analysis of any assets and liabilities and any proposed transactions for which court approval is sought; (d) attend meetings; (e) assist in the investigation and pursuit of avoidance actions; (f) review claims reconciliation and estimation process; (g) review the Debtor's business plan; and (h) assist in the review and preparation of information and analysis necessary for the confirmation of a plan. The firm's hourly rates range from $800 to $950 for managing directors, $625 to $775 for directors, $475 to $600 for associates, and $375 to $450 for analysts. The blended average hourly rate will not exceed $475 per hour. Rick Arrowsmith, A&M managing director, disclosed in a court filing that his firm does not represent any interest adverse to the committee in connection with the Debtor's case. The firm can be reached through: Rick Arrowsmith Alvarez & Marsal Healthcare Industry Group LLC Washington Center 1001 G Street NW, Suite 1100 West Washington, D.C. 20001 Phone: +1 202-729-2100 / +1 202-746-9202 Fax: +1 202-729-2101 Email: rarrowsmith@alvarezandmarsal.com About Kennewick Public Hospital District Originally established in 1948, Kennewick Public Hospital District, doing business as Trios Health, owns and operates a multi-faceted public healthcare system primarily serving residents in Kennewick, Pasco, Richland, and surrounding communities. Kennewick -- http://www.trioshealth.org/-- is one of the largest multi-specialty medical groups in Eastern Washington. It has two hospitals and multiple urgent and outpatient care centers, which together provide inpatient and outpatient services at 12 different locations in the city of Kennewick. Kennewick maintains a workforce of approximately 1,104 employees, including medical staff comprising over 89 providers. Kennewick is a "municipality" as defined in Section 101(40) of the Bankruptcy Code. It is a "public hospital district," a form of municipal corporation authorized under Washington's Public Hospital Districts Act. The Debtor sought protection under Chapter 9 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 17-02025) on June 30, 2017. The petition was signed by Craig Cudworth, chief executive officer. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $100 million to $500 million. Foster Pepper PLLC represents the Debtor as bankruptcy counsel. Garden City Group is the Debtor's claims and noticing agent. On September 1, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. KENNEWICK PUBLIC: Committee Taps Bush Kornfeld as Local Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Kennewick Public Hospital District seeks approval from the U.S. Bankruptcy Court for the Eastern District of Washington to hire Bush Kornfeld LLP as local counsel. The firm will advise the committee regarding its duties in the Debtor's Chapter 9 case; review any proposed asset sale or financing agreement; negotiate with creditors; assist in the negotiation and review of any proposed plan of adjustment; and provide other legal services related to the case. The firm's hourly rates range from $75 per hour to $520 per hour. Katriana Samiljan, Esq., disclosed in a court filing that her firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Katriana L. Samiljan, Esq. Bush Kornfeld LLP 5000 Two Union Square 601 Union Street Seattle, WA 98101-2373 Tel: (206) 292-2110 Fax: (206) 292-2104 About Kennewick Public Hospital District Originally established in 1948, Kennewick Public Hospital District, doing business as Trios Health, owns and operates a multi-faceted public healthcare system primarily serving residents in Kennewick, Pasco, Richland, and surrounding communities. The Debtor -- http://www.trioshealth.org/-- is one of the largest multi-specialty medical groups in Eastern Washington. It has two hospitals and multiple urgent and outpatient care centers, which together provide inpatient and outpatient services at 12 different locations in the city of Kennewick. The Debtor maintains a workforce of approximately 1,104 employees, including medical staff comprising over 89 providers. The Debtor is a "municipality" as defined in Section 101(40) of the Bankruptcy Code. It is a "public hospital district," a form of municipal corporation authorized under Washington's Public Hospital Districts Act. The Debtor sought protection under Chapter 9 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 17-02025) on June 30, 2017. The petition was signed by Craig Cudworth, chief executive officer. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $100 million to $500 million. Foster Pepper PLLC represents the Debtor as bankruptcy counsel. Garden City Group is the Debtor's claims and noticing agent. On September 1, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. KIWA BIO-TECH: Will File Form 10-Q Within Grace Period ------------------------------------------------------ Kiwa Bio-Tech Products Group Corporation was unable to file its Form 10-Q within the prescribed time period without unreasonable effort or expense. The Company anticipates that it will file its Form 10-Q within the grace period provided by Exchange Act Rule 12b-25. About Kiwa Bio-Tech Kiwa Bio-Tech Products Group Corporation develops, manufactures, distributes and markets bio-technological products for agriculture. The Company has acquired technologies to produce and market bio-fertilizer. The Company has developed over six bio-fertilizer products with bacillus spp and/or photosynthetic bacteria as its ingredients. The Company's products contain ingredients of both photosynthesis and bacillus bacteria which are protected by patents. Kiwa Bio-Tech reported net income of $963,296 for the year ended Dec. 31, 2016, following net losses of $677,358 for the year ended Dec. 31, 2015. As of June 30, 2017, Kiw Bio-Tech had $12.58 million in total assets, $10.85 million in total liabilities, all current, and $1.73 million in total stockholders' equity. DYH & Company issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors said the Company's current liabilities substantially exceeded its current assets by $5,729,622 at Dec. 31, 2016. Although the Company reported net income approximately $963,296 for its fiscal year ended Dec. 31, 2016, it had an accumulated deficit of $19,489,400 as of Dec. 31, 2016. These circumstances, among others, raise substantial doubt about the Company's ability to continue as a going concern. LAFLAMME'S INC: Wants to Continue Cash Collateral Use ----------------------------------------------------- LaFlamme's Inc. asks the U.S. Bankruptcy Court for the Northern District of New York for permission to use cash collateral. On the morning following the filing of the case, the Debtor's counsel reached out to the two secured creditors in inventory to establish a cash collateral stipulation. Despite the urgency of the matter, creditors' counsel or representatives did not get back to the Debtor's attorney until Friday of that week and a conversation was not held between the parties until the ensuing Tuesday. The Debtor insisted upon paying to the creditors, interest only during the administration of the proceeding with a trigger for inventory fluctuations in the ongoing conduct of its retail sales business. Ultimately, the creditors' counsel put together a cash collateral stipulation which after several iterations and comments by the U.S. Trustee was ordered on Oct. 11, 2017. The stipulation entered into was due to expire on Nov. 6, 2017, 30 days after the stipulation was agreed upon. Prior to Nov. 6, the Debtor's counsel provided to the attorney for People's United Bank a proposed format for a stipulation extending the automatic stay since it was unnecessary for a new stay application to be undertaken. The attorney for People's acknowledged receipt of the stipulation and attorney for the Debtor was awaiting receipt of the stipulation to continue the automatic stay. Despite the discussions to extend the stay and the proffering of a proposed stipulation as a means for doing so, the secured creditor filed a motion to dismiss on Nov. 8, 2017, for many reasons, amongst which was the failure of the continuation of the cash collateral stipulation. The Debtor says that since it is apparent that the secured creditors do not consent to the use of cash collateral as reflected in the original stipulation in accordance with 11 U.S.C. Section 363(c)(2)(A), it is necessary for the Court to hear and determine the issue of use of cash collateral. As of Nov. 8, the retail inventory cost was $313,428 with a retail selling price of $596,650.16. From those numbers there should be reduced $84,000 which is a historical number not in inventory, that has been present in the inventory for a period well before the filing of the Chapter 11 bankruptcy proceeding and which continues post-petition. Inventory amounts are consistent with the inventory numbers that existed on the date of filing. There are also purchase money security interest on floor plan claims against the inventory numbers which at the present time amount to approximately $30,000. The Debtor has been acquiring new inventory from retail sales as he must do to keep the premises stocked and to have available inventory for marketing purposes and sale. The Debtor intends to keep the inventory numbers consistent as they have been since the date of filing this petition. The Debtor says that it is apparent that the creditors' claims against inventory, People's United Bank and Heritage Family Credit Union, are under-secured and, if People's United Bank is in first position, it is in a more stable collateral position than the second lender whose debt is unsecured. Heritage Family Credit Union should only be receiving interest at best as its position is generally unsecured. According to the Debtor, it is necessary for this Court to fashion the payments that should be made from the cash proceeds to the lenders during the administration of this case in order for the debtor to continue to function and operate as a business entity. The failure of the lender to continue the cash collateral agreement that was in place is detrimentally impacting the business operation of the Debtor and will force the Debtor out of business. The Debtor has a viable business operation and should not be forced to terminate its business operation because of the intransigence of the Debtor's secured lenders. A copy of the Debtor's request is available at: http://bankrupt.com/misc/nynb17-11739-34.pdf As reported by the Troubled Company Reporter on Nov. 7, 2017, the Court entered an order authorizing the Debtor to use cash collateral until Nov. 6, 2017. About LaFlamme's Inc. Based in Granville, New York, LaFlamme's Inc. filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 17-11739) on Sept. 19, 2017. The Debtor estimated $1,000,001 to $10 million in both assets and liabilities as of the bankruptcy filing. Judge Robert E. Littlefield Jr. presides over the case. The Debtor's bankruptcy counsel is Richard H. Weiskopf, at The DeLorenzo Law Firm. LEO MOTORS: Delays Third Quarter Form 10-Q Filing ------------------------------------------------- Leo Motors, Inc. said it has encountered a delay in assembling the financial information for the quarter ended Sept. 30, 2017. The timely filing of the Form 10-Q has become impracticable without undue hardship and expense to the Company. About Leo Motors Leo Motors, Inc. -- http://www.leomotors.com/-- is a Nevada Corporation incorporated on Sept. 8, 2004. The Company established a wholly-owned operating subsidiary in Korea named Leo Motors Co. Ltd. on July 1, 2006. Through Leozone, the Company is engaged in the research and development (of multiple products, prototypes, and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. Leozone operates through four unincorporated divisions: new product research & development, post R&D development such as product testing, production, and sales. Significant losses from operations have been incurred by the Company since inception and there is an accumulated deficit of $(29,776,217) as of Dec. 31, 2016. Continuation as a going concern is dependent upon attaining capital to achieve profitable operations while maintaining current fixed expense levels. DLL CPAs LLC issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors said the Company has suffered recurring losses from operations and negative cash flows from operations the past two years. These factors raise substantial doubt about its ability to continue as a going concern. Leo Motors reported a net loss of US$6.41 million in 2016, a net loss of US$4.49 million in 2015, and a net loss of US$4.48 million in 2014. As of June 30, 2017, Leo Motors had US$7.07 million in total assets, US$9 million in total liabilities and a total deficit of US$1.92 million. The Company has cash of US$448,744 at June 30, 2017. LUVU BRANDS: Incurs $193,000 Net Loss in First Quarter ------------------------------------------------------ Luvu Brands, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $193,000 on $3.62 million of net sales for the three months ended Sept. 30, 2017, compared to a net loss of $177,000 on $4.10 million of net sales for the same period a year ago. As of Sept. 30, 2017, Luvi Brands had $3.53 million in total assets, $5.91 million in total liabilities and a total stockholders' deficit of $2.37 million. As of Sept. 30, 2017, the Company's cash and cash equivalents totaled $439,449, compared to $339,385 in cash and cash equivalents as of Sept. 30, 2016. Net cash used in the operating activities was $171,515 in the three months ended Sept. 30, 2017 compared to $250,040 net cash used in operating activities in the three months ended Sept. 30, 2016. The primary components of the cash used by the operating activities in the current year is the net loss of $193,411 and an increase in inventories of $67,315, a decrease in accrued payroll of $95,544 and a decrease in accrued expenses of $31,885, offset in part by a decrease in accounts receivable of $97,515 and an increase in accounts payable of $55,076. Cash used in investing activities in the three months ended Sept. 30, 2017, was $7,667 and related to the purchase and installation of certain production equipment and leasehold improvements during the first quarter. Cash used in financing activities during the three months ended Sept. 30, 2017 of $123,562 was primarily attributable to the repayment of the credit card advance and unsecured notes payable, offset in part by the proceeds for borrowing on an unsecured note payable. Cash provided by financing activities during the three months ended Sept. 30, 2016 of $62,500 was primarily attributable to the increase of borrowings under credit card advance, offset in part by repayments of unsecured note payable, repayment of term note-shareholder and payments on equipment notes and capital leases. The Company said that, "In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon our ability to meet our financing requirements, and the success of our future operations. Management believes that actions presently being taken to revise our operating and financial requirements provide the opportunity for the Company to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://is.gd/00Rb2G About Luvu Brands Formerly known as Liberator, Inc., Luvu Brands, Inc. (OTCMKTS:LUVU) is an Atlanta, Georgia-based manufacturer that has built several brands in the wellness, lifestyle and casual furniture and seating categories. The Company's brands are headquartered in Atlanta in a 140,000 square foot manufacturing facility. The Company also manages, markets, and distributes its products directly to consumers through several websites that include: liberator.com, theliberator.co.uk, jaxxliving.com, and avanacomfort.com. Liggett & Webb, P.A. Certified Public Accountants, in Boynton Beach, Florida, 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 of approximately $1.8 million, and an accumulated deficit of approximately $9 million. These factors raise substantial doubt about the Company's ability to continue as a going concern. Luvu Brands reported net income of $203,000 on $16.93 million of net sales for the year ended June 30, 2017, compared to a net loss of $312,000 on $16.82 million of net sales for the year ended June 30, 2016. MARIMED INC: Reports $392K Net Loss for Third Quarter ----------------------------------------------------- Marimed Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to the Company of $392,450 on $1.71 million of revenues for the three months ended Sept. 30, 2017, compared to a net loss attributable to the Company of $60,822 on $873,549 of revenues for the three months ended Sept. 30, 2017. For the nine months ended Sept. 30, 2017, the Company reported net income attributable to the Company of $122,309 on $4.48 million of revenues compared to a net loss attributable to the Company of $210,189 on $2.13 million of revenues for the same period a year ago. As of Sept. 30, 2017, MariMed had $21.37 million in total assets, $13.28 million in total liabilities and $8.08 million in total stockholders' equity. During the nine months ended Sept. 30, 2017, the Company raised a total of $9 million, comprised of $5,150,000 from the issuance of common stock, $200,000 from the subscription of Series A preferred stock, and $3,650,000 from the issuance of promissory notes. These funds will be used to for the purchase, development, and continual expansion of state-of-the-art medical marijuana facilities, and the broadening of our branded line of medicinal marijuana products. The Company expects to continue to pursue additional sources of capital, though it has no current arrangements in place at this time, and there can be no assurance that any such financing will become available. A full-text copy of the Form 10-Q is available for free at: https://is.gd/y69Yyt About MariMed Based in Brookline, Mass., MariMed Inc., formerly known as Worlds Online Inc., currently operates in two separate segments with one segment being a 3D entertainment portal which leverages its proprietary licensed technology to offer visitors a network of virtual, multi-user environments which the Company calls "worlds" and the second segment, MariMed Advisors, being a management company in the medical cannabis industry. Worlds Online reported a net loss attributable to the Company's common shareholders of $198,852 for the year ended Dec. 31, 2016, following a net loss attributable to the Company's common shareholders of $1.21 million for the year ended Dec. 31, 2015. L&L CPAS, PA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors noted the Company has suffered recurring operating losses, has an accumulated stockholders' deficit, has negative working capital, has had minimal revenues from operations, and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern. MCGEE TRUCKING: Hearing on Plan Outline Approval Set for Dec. 22 ---------------------------------------------------------------- The Hon. Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia has scheduled for Dec. 22, 2017, at 11:00 a.m. the hearing to consider the approval of McGee Trucking, LLC's disclosure statement dated Oct. 17, 2017, referring to the Debtor's plan of reorganization dated Oct. 2, 2017. Objections to the Disclosure Statement must be filed by Dec. 10, 2017. As reported by the Troubled Company Reporter on Oct. 25, 2017, the Debtor filed with the Court a disclosure statement describing its plan of reorganization dated Oct. 2, 2017, which proposes that all general unsecured creditors classified as Class 3 will receive a distribution of 5% to be paid over a period of 72 months or less, without interest. There is only one class of unsecured creditors. Priority Creditors will also be paid a distribution of 100% plus interest as required by the Bankruptcy Code. In the Plan, the Debtor has reserved the right to prepay the monthly installments and when all amounts required under the plan the claims will be deemed fully satisfied and released. About McGee Trucking LLC McGee Trucking LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 17-30185) on April 24, 2017. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. Megan A. Patrick, Esq., at Klein & Sheridan, LC, serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee on May 25 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of McGee Trucking, LLC. MICROCHIP TECHNOLOGY: Egan-Jones Hikes Sr. Unsec. Ratings to BB --------------------------------------------------------------- Egan-Jones Ratings Company, on August 28, 2017, raised the foreign currency and local currency senior unsecured ratings on debt issued by Microchip Technology Inc. to BB from BB-. Microchip Technology is an American manufacturer of microcontroller, memory and analog semiconductors. MICROVISION INC: Will Sell $60M Securities for Corporate Purposes ----------------------------------------------------------------- Microvision, Inc., may sell from time to time up to $60,000,000 of its common stock, preferred stock, or warrants in one or more transactions, according to a regulatory filing with the Securities and Exchange Commission. The Company anticipates that the net proceeds from the sale of the securities offered under the prospectus will be used for general corporate purposes, which may include, but are not limited to, working capital, capital expenditures, and acquisitions of other technologies. The Company will provide specific terms of these securities and offerings in supplements to this prospectus. Microvision's common stock is traded on The NASDAQ Global Market under the symbol "MVIS." On Nov. 15, 2017, the closing price of the Company's common stock on The NASDAQ Global Market was $1.57 per share. A full-text copy of the Form S-3 registration statement is available for free at https://is.gd/2nrGUk About MicroVision Redmond, Washington-based MicroVision, Inc. -- http://www.microvision.com/-- is developing its PicoP(R) display technology that can be adopted by its customers to create high-resolution miniature laser display and imaging modules. This PicoP display technology incorporates the company's patented expertise in two-dimensional Micro-Electrical Mechanical Systems (MEMS), lasers, optics and electronics. The report from Microvision's independent registered public accounting firm Moss Adams LLP, in Seattle, Washington, for the year ended Dec. 31, 2016 includes an explanatory paragraph stating that the Company has incurred losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. MicroVision reported a net loss of $16.47 million in 2016, a net loss of $14.54 million in 2015, and a net loss of $18.12 million in 2014. As of Sept. 30, 2017, MicroVision had $37.30 million in total assets, $24.82 million in total liabilities and $12.47 million in total shareholders' equity. MLRG INC: Court Confirms Revised Chapter 11 Plan ------------------------------------------------ The Hon. Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern District of Virginia has confirmed MLRG, Inc.'s revised Chapter 11 plan dated Sept. 26, 2017, and disclosure statement dated Sept. 26, 2017. Objections to the Plan are overruled. As reported by the Troubled Company Reporter on July 12, 2017, WRIT Limited Partnership filed with the Court an opposition to the disclosure statement and plan of reorganization. Among other reasons, WRIT contended that the Plan contains no financial projections whatsoever and that the Debtor did not disclosed what "efforts" were made to ensure accuracy. With regard to the claim of Washington First Bank, the actual monthly payment will be the amount necessary to fully amortize the balance of the Effective Date over 60 months. To the extent there exists any ambiguity in the Plan regarding the treatment or disposition of the $180,688.80 allowed claim held for WRIT Limited Partnership, the Plan will be interpreted as requiring payment of 100% of the allowed claim. About MLRG, Inc. MLRG, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 16-13634) on Oct. 25, 2016. The petition was signed by Michael Landrum, president. The Debtor is represented by Todd Lewis, Esq., at The Lewis Law Group, P.C. The Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. MONAKER GROUP: XPO Will Provide Software Development Services ------------------------------------------------------------- Monaker Group, Inc., entered into a platform purchase agreement with Exponential, Inc. ("XPO"), on Oct. 17, 2017, which offers a white-label e-commerce platform. Pursuant to the Platform Purchase Agreement, XPO agreed to provide Monaker software development services in connection with the development of an e-commerce platform (the Monaker Booking Engine (MBE)) and related application program interfaces (APIs), which pursuant to the agreement are required to be delivered within 30 days of the date of the parties' entry into the Platform Purchase Agreement, and to further manage all merchant relationships sold on the platform and reporting and accounting thereof. In consideration for the services agreed to be rendered by XPO, the Company issued XPO 500,000 shares of restricted common stock. Additional consideration for the issuance of the shares included the Company becoming the exclusive provider of alternative lodging rentals (ALRs) for all travel sales on XPO's platform, a 180 day review period for performance of the platform, and the right, in the event the platform does not perform as expected, to cancel the exclusive use right and require the return of 350,000 of the XPO Shares for cancellation. The Platform Purchase Agreement has a term of three years ending on Oct. 15, 2020, subject to extensions with the mutual agreement of the parties. The Company also entered into a marketing and consulting agreement with XPO effective on Oct. 16, 2017. Pursuant to the Marketing Agreement, XPO agreed to market the Company and its products and services on its e-commerce platform and in emails; provide the Company reports on marketing efforts; make the Company the exclusive ALR provider on its platform; and manage the campaign for our mobile applications. In consideration for the services agreed to be rendered by XPO pursuant to the Marketing Agreement the Company agreed to pay XPO $15,000 (payable $7,500 upon execution of the agreement and $7,500 within 30 days) and to pay XPO, at such time as gross travel booking revenue through NextTrip exceeds $2 million, 5% of such additional gross travel booking revenue for as long as the agreement remains in place. The Marketing Agreement has a term of three years ending on Oct. 15, 2020, subject to extensions with the mutual agreement of the parties. November 2017 Purchase Agreement Effective on Nov. 14, 2017, Monaker entered into a purchase agreement with licensors Michael Heinze, Michael Kistner and Rebecca Dernbach. Pursuant to the Purchase Agreement, the Licensors granted the Company a non-exclusive license to use certain source code owned by the Licensors in connection with an alternative lodging platform. In consideration for the License, the Company paid the Licensors $75,000 in cash and 86,957 shares of restricted common stock with a market value of $2.30 per share and an aggregate value of $200,000. Pursuant to the Purchase Agreement the Licensors have the right to put the License Shares back to the Company six months after the date of the Purchase Agreement for $125,000 in cash, provided that the Company also have the right to arrange for the purchase of the License Shares by a separate party during such six month period, unless the Licensors waive the Put Right, assuming the purchase price agreed to be paid by such separate party is at least $125,000. The Purchase Agreement provides that in the event the Company creates a derivative work using the Source Code subject to the License, the Company is required to enter into a mutually agreeable agreement with the Licensors whereby they will be paid a share of the sale or licensing revenue generated by the Company as a result of such derivative work. About Monaker Monaker Group, Inc., formerly known as Next 1 Interactive, Inc. -- http://www.monakergroup.com/-- operates online marketplaces for the alternative lodging rental industry and facilitate access to alternative lodging rentals to other distributors. Alternative lodging rentals (ALRs) are whole unit vacation homes or timeshare resort units that are fully furnished, privately owned residential properties, including homes, condominiums, apartments, villas and cabins that property owners and managers rent to the public on a nightly, weekly or monthly basis. The Company's marketplace, NextTrip.com, unites travelers seeking ALRs online with property owners and managers of vacation rental properties located in countries around the world. As an added feature to the Company's ALR offering, the Company also provides access to airline, car rental, hotel and activities products along with concierge tours and activities, at the destinations, that are catered to the traveler through its Maupintour products. LBB & Associates Ltd. LLP, in Houston, Texas, stated in its report on the Company's consolidated financial statements for the year ended Feb. 28, 2017, that the Company's accumulated deficit and limited financial resources raise substantial doubt about the Company's ability to continue as a going concern. Monaker reported a net loss of $7.10 million on $400,277 of revenues for the year ended Feb. 28, 2017, compared to a net loss of $4.55 million on $544,658 of revenues for the year ended Feb. 29, 2016. As of Aug. 31, 2017, Monaker had $6.50 million in total assets, $4.49 million in total liabilities and $2.01 million in total stockholders' equity. MPM HOLDINGS: Postpones Initial Public Offering ----------------------------------------------- MPM Holdings Inc. ("Momentive") has decided to postpone its planned initial public offering due to adverse market conditions. "Momentive has developed and executed against a focused strategy of driving the growth of its specialty product portfolio and enhancing its global, integrated operations," said Jack Boss, chief executive officer and president. "Our successes to date have been clearly demonstrated in our financial results and we are very excited about Momentive's future growth prospects and outlook. While it is disappointing to have to postpone our initial public offering due to adverse market conditions, we had meaningful interest from the investment community in our Company and have a strong financial position that will allow us to continue to execute against our multi-dimensional growth strategy." About Momentive Momentive is a producer of silicones and advanced materials, with a 75 plus year heritage of being first to market with performance applications that support and improve everyday life. Momentive delivers science-based solutions for major industries, by linking its custom technology platforms to allow the creation of unique solutions for customers. Additional information is available at www.momentive.com. The Company filed a petition on April 13, 2014, with the U.S. Bankruptcy Court for the Southern District of New York for reorganization under the provisions of Chapter 11 of the Bankruptcy Code. The Plan was substantially consummated on Oct. 24, 2014, and the Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting. As a result of Momentive Performance Materials Inc.'s reorganization and emergence from Chapter 11 bankruptcy on Oct. 24, 2014, the Company's direct parent became MPM Intermediate Holdings Inc., a holding company and wholly owned subsidiary of MPM Holdings Inc., the ultimate parent entity of MPM. Prior to its reorganization, the Company, through a series of intermediate holding companies, was controlled by investment funds managed by affiliates of Apollo Management Holdings, L.P. MPM Holdings reported a net loss of $163 million for the year ended Dec. 31, 2016, following a net loss of $83 million for the year ended Dec. 31, 2015. For the nine months ended Sept. 30, 2017, MPM Holdings reported a net loss of $19 million compared to a net loss of $45 million for the same period during the prior year. As of Sept. 30, 2017, MPM Holdings had $2.68 billion in total assets, $2.16 billion in total liabilities and $517 million in total equity. NEOVASC INC: Obtains $65.3 Million from Securities Offering ----------------------------------------------------------- Neovasc Inc. announced the closing of its underwritten offering of 6,609,588 Series A units and 19,066,780 Series B units of the Company, at a price of US$1.46 per Unit for gross proceeds of approximately US$37,487,497, before deducting the underwriting discounts and commissions and other estimated offering expenses payable by Neovasc. Concurrent with the Offering, the Company completed a private placement for the sale of US$32,750,000 aggregate principal amount of senior secured convertible notes and Series E warrants of the Company for gross proceeds of US$27,837,500. Canaccord Genuity Inc. acted as the sole book-running manager for the Offering and as the sole placement agent for the Concurrent Private Placement. The Company intends to use the net proceeds from the Offering and Concurrent Private Placement to fully fund the approximately US$42 million balance of the damages and interest awards granted in the litigation with CardiAQ (after subtracting the US$70 million that the Company has paid from escrow to CardiAQ), with remaining funds being used (i) to partially fund the ongoing Tiara clinical program; (ii) to support the completion of the TIARA-II study; and (iii) for general corporate purposes. The Units described above are being offered pursuant to a shelf registration statement (including a prospectus) previously filed with and declared effective by the Securities Exchange Commission on June 9, 2016 and the Company's existing Canadian short form base shelf prospectus dated June 9, 2016. The Units are being qualified for distribution from Canada by way of a prospectus supplement to the Company's short form base shelf prospectus. A prospectus supplement and accompanying base shelf prospectus relating to the Offering was filed with the SEC and is available for free on the SEC's website at www.sec.gov. Copies of the prospectus supplement and accompanying base shelf prospectus relating to the Offering may also be obtained by contacting Canaccord Genuity Inc., Attn: Equity Syndicate Department, 99 High Street, 12th Floor, Boston, Massachusetts 02110, by telephone at (617) 371-3900, or by email at prospectus@canaccordgenuity.com. The Units offered and sold pursuant to the Offering were only be offered and sold in the United States. About Neovasc Inc. Neovasc is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina which is not currently available in the United States and has been available in Europe since 2015 and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under investigation in the United States, Canada and Europe. The Company also sells a line of advanced biological tissue products that are used as key components in third-party medical products including transcatheter heart valves. For more information, visit: www.neovasc.com. Neovasc reported a loss of US$86.49 million for the year ended Dec. 31, 2016, following a loss of US$26.73 million for the year ended Dec. 31, 2015. As of June 30, 2017, Neovasc had US$86.87 million in total assets, US$114.40 million in total liabilities and a total deficit of US$27.52 million. Grant Thornton LLP, in Vancouver, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, emphasizing that the Company was named in a litigation and that the court awarded $112 million in damages against it. This condition, along with other matters, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern, the auditors said. NOVABAY PHARMACEUTICALS: Incurs $2.44 Million Net Loss in Q3 ------------------------------------------------------------ Novabay Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss and comprehensive loss of $2.44 million on $4.09 million of total net sales for the three months ended Sept. 30, 2017, compared to a net loss and comprehensive loss of $3.73 million on $3.43 million of total net sales for the same period during the prior year. For the nine months ended Sept. 30, 2017, the Company reported a net loss and comprehensive loss of $8.19 million on $11.91 million of total net sales compared to a net loss and comprehensive loss of $11.50 million on $7.82 million of total net sales for the same period a year ago. As of Sept. 30, 2017, Novabay had $11.05 million in total assets, $9.22 million in total liabilities and $1.83 million in total stockholders' equity. According the the Quarterly Report, "Based primarily on the funds available at September 30, 2017, the Company believes these resources will be sufficient to fund its operations into October 2018. The Company has sustained operating losses for the majority of its corporate history and expects that its 2017 expenses will exceed its 2017 revenues, as the Company continues to re-invest in our Avenova commercialization efforts. The Company expects to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. Accordingly, the Company's planned operations raise doubt about its ability to continue as a going concern. The Company's liquidity needs will be largely determined by the success of operations in regards to the commercialization of Avenova. The Company's plans to alleviate the doubt of its going concern, which are being implemented to mitigate these conditions, primarily include its ability to control the timing and spending on its sales and marketing programs and raising additional funds through equity financings. The Company also may consider other plans to fund operations including: (1) out-licensing rights to certain of its products or product candidates, pursuant to which the Company would receive cash milestones or an upfront fee; (2) raising additional capital through debt financings or from other sources; (3) reducing spending on one or more of its sales and marketing programs; and/or (4) restructuring operations to change its overhead structure. The Company may issue securities, including common stock and warrants through private placement transactions or registered public offerings, which would require the filing of a Form S-1 or Form S-3 registration statement with the Securities and Exchange Commission ("SEC"). The Company's future liquidity needs, and ability to address those needs, will largely be determined by the success of the commercialization of Avenova." A full-text copy of the Form 10-Q is available for free at: https://is.gd/pw0cLI About NovaBay Pharmaceuticals NovaBay Pharmaceuticals is a biopharmaceutical company focusing on the commercialization of prescription Avenova lid and lash hygiene for the domestic eye care market. Avenova is formulated with Neutrox which is cleared by the U.S. Food and Drug Administration (FDA) as a 510(k) medical device. Neutrox is NovaBay's proprietary pure hypochlorous acid. Laboratory tests show that hypochlorous acid has potent antimicrobial activity in solution yet is non-toxic to mammalian cells and it also neutralizes bacterial toxins. Avenova is marketed to optometrists and ophthalmologists throughout the U.S. by NovaBay's direct medical salesforce. It is accessible from more than 90% of retail pharmacies in the U.S. through agreements with McKesson Corporation, Cardinal Health and AmeriSource Bergen. Novabay reported a net loss of $13.15 million for the year ended Dec. 31, 2016, a net loss of $18.97 million for the year ended Dec. 31, 2015, and a net loss of $15.17 million for the year ended Dec. 31, 2014. OMINTO INC: Restates Q2 2017 Quarterly Report --------------------------------------------- Ominto, Inc., filed an amendment No. 1 on Form 10-Q/A to its quarterly report on Form 10-Q for the period ended March 31, 2017, as originally filed with the Securities and Exchange Commission on May 16, 2017, to restate the Company's unaudited condensed consolidated financial statements and related footnote disclosures at March 31, 2017 and for the three and six months ended March 31, 2017. The restatement has arisen in connection with the Company's acquisition of its VIE, Lani Pixels, on Dec. 13, 2016. The 1,285,714 shares of the Company's common stock issued as part of the consideration paid in the acquisition of Lani Pixels should have been recorded as treasury stock on the Company's unaudited condensed consolidated financial statements. Additionally, total goodwill recorded in the acquisition was not pushed down to Lani Pixels. The three primary adjustments to the financial statements are: * The Company's approval to list shares on the Nasdaq Capital Markets stock exchange on March 6, 2017 resulted in several Business Associates earning 218,052 shares of the Company's common stock in connection with a prior marketing campaign called the "Hot Summer Promotion." During 2016, the Company initiated a program called the "Hot Summer Promotion" whereby, in addition to standard commissions, the Company offered an extra 20% commission to participating BAs (payable in shares of Ominto common stock subject to approval of the listing of the Company's common stock on Nasdaq), the Company deemed the shares to be fully earned under the Hot Summer Promotion. During the three months ended March 31, 2017, the Company recognized approximately $890,000 of commission expense (out of a total of $1,281,000) and will issue approximately 218,052 shares related to this promotion. The Company valued these shares using the closing price of the Company's common stock on March 6, 2017. As of March 31,2017, $390,000 remains held on the Company's unaudited condensed consolidated balance sheet as Deferred Cost. * The Company granted 100,000 restricted shares to the CEO in November 2016 which were contingently earned upon the approval of the Company to trade on the Nasdaq Capital Markets stock exchange. The Company previously used the price on the vesting date of $5.70 instead of the grant date price of $3.05. This resulted in a reduction in stock compensation expense of $265,000 in the unaudited condensed consolidated accompanying statements of operations. * The Goodwill on the Company's VIE should have been pushed down to the VIE's books and revalued using currency exchange rates which resulted in an adjustment to Goodwill and Accumulated Other Comprehensive Income of approximately $275,000 and a related adjustment of approximately $187,000 to noncontrolling interest as of March 31, 2017. In connection with the Company's acquisition of its VIE, Lani Pixels on Dec. 13, 2016, the Company issued 1,285,714 shares of its common stock valued at $5,142,856 to Lani Pixels as consideration but did not report the shares as Treasury stock with a corresponding decrease to Goodwill that was recorded in the transaction. Related to the same acquisition, the Company is restating the net assets acquired including an increase of cash acquired and a decrease of Goodwill. The previously reported purchase price of $10,281,284 underwent a change and the adjusted purchase price is $5,075,428 representing a decrease of $5,142,856 due to treasury stock. The net cash inflow arising out of the said purchase also underwent a change from $25,251 as previously reported to $683,401 representing an increase of $658,150. The Company has reclassified certain accounts payable and other liabilities totaling to $2,137,439 to dues to related parties. Ominto reported a restated net loss attributable to the Company of $4.77 million for the three months ended Sept. 30, 2017, and a restated net loss attributable to the Company of $7.05 million for the six months ended March 31, 2017. The Company's restated balance sheet at March 31, 2017, showed $62.08 million in total assets, $48.03 million in total liabilities and $14.04 million in total equity. The Company previously reported $68.62 million in total assets, $48.03 million in total liabilities and $20.58 million in total stockholders' equity. A full-text copy of the Form 10-Q/A is available for free at: https://is.gd/PFno00 About Ominto, Inc. Ominto, Inc. -- http://inc.ominto.com/-- is a global e-commerce company and pioneer of online Cash Back shopping, delivering value-based shopping and travel deals through its primary shopping platform and affiliated Partner Program websites. At DubLi.com or at Partner sites powered by Ominto.com, consumers shop at their favorite stores, save with the best coupons and deals, and earn Cash Back with each purchase. The Ominto.com platform features thousands of brand name stores and industry-leading travel companies from around the world, providing Cash Back savings to consumers in more than 120 countries. Ominto's Partner Programs offer a white label version of the Ominto.com shopping and travel platform to businesses and non-profits, providing them with a professional, reliable web presence that builds brand loyalty with their members, customers or constituents while earning commission for the organization and Cash Back for shoppers on each transaction. Ominto reported a net loss of $10.30 million for the year ended Sept. 30, 2016, and a net loss of $11.69 million for the year ended Sept. 30, 2015. OPC MARKETING: May Use Cash Collateral; Hearing Set for Nov. 30 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has granted OPC Marketing, Inc., permission to use cash collateral and proceeds in which the Internal Revenue Service asserts a lien position. A hearing to consider the continued use of cash collateral will be held on Nov. 30, 2017, at 2:30 p.m. As adequate protection, the IRS is granted replacement liens to the extent of any diminishment in the value of the IRS's interest in cash collateral, in accordance with its existing priority. A copy of the Order is available at: http://bankrupt.com/misc/txnb17-34095-18.pdf As reported by the Troubled Company Reporter on Nov. 8, 2017, the Debtor filed a motion seeking court approval for the interim use of the alleged cash collateral of the IRS to make payroll and to pay other immediate expenses to keep its doors open. About OPC Marketing OPC Marketing, Inc., owner and operator of a software sales and service business, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. Case No. 17-34095) on Nov. 1, 2017. The Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C., in Dallas. OPTIMA SPECIALTY: 3rd Amended Chapter 11 Plan Declared Effective ---------------------------------------------------------------- As of November 15, 2017, all conditions to the occurrence of the Effective Date set forth in Optima Specialty Steel, Inc., and its affiliates' Third Amended Joint Chapter 11 Plan of Reorganization and Confirmation Order have been satisfied or waived in accordance therewith. Therefore, the Debtors give notice that the Effective Date of the Plan was November 15, 2017. The Third Amended Plan provided that Class 3-B consists of all General Unsecured Claims. Each Holder of an Allowed Class 3-B Claim will receive the following treatment: (a) in the case of Allowed Class 3-B Claims that are not due and payable as of the Effective Date, each such Claim will be and paid in the ordinary course of business pursuant to the respective terms relating to such Claim; or (b) in the case of Allowed Class 3-B Claims that are due and payable as of the Effective Date, each such Claim will be paid in full in Cash in an amount equal to 100% of the Allowed amount of such Claim; provided, however, that for the avoidance of doubt, in the event that a Class 3-B Claim that would otherwise be due and payable as of the Effective Date is not an Allowed Class 3-B Claim as of the Effective Date but becomes an Allowed Class 3-B Claim at any time after the Effective Date, such Allowed Class 3-B Claim will receive the same treatment as if such Claim 3-B Claim had been an Allowed Class 3-B Claim on the Effective Date. The previous version of the plan proposed to pay general unsecured creditors 100% plus post-petition date interest at 3% per annum. The Court confirmed the Plan on Oct. 16. A full-text copy of the Third Amended Plan is available at: http://bankrupt.com/misc/deb16-12789-1108.pdf About Optima Specialty Steel Optima Specialty Steel, Inc., and its affiliates filed separate Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle Corporation (Bankr. D. Del. 16-12790); The Corey Steel Company (Bankr. D. Del. 16-12791); KES Acquisition Company (Bankr. D. Del. 16-12792); and Michigan Seamless Tube LLC (Bankr. D. Del. 16-12793). The petitions were signed by Mordechai Korf, chief executive officer. At the time of filing, the Debtor had assets and liabilities estimated at $100 million to $500 million each. Optima Specialty Steel and its affiliates are independent manufacturers of specialty steel products. Their manufacturing facilities are located in the United States, and each of the companies' operating units have operated in the steel industry for more than 50 years. At the time of the bankruptcy filing, the Debtors collectively employ more than 900 people. The Debtors engaged Greenberg Traurig, LLP, in Wilmington, DE, as counsel. The Debtors tapped Ernst & Young LLP as their accountant. No request has been made for the appointment of a trustee or examiner. On Jan. 4, 2017, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors. The committee hired Squire Patton Boggs (US) LLP as its lead counsel and Whiteford, Taylor & Preston LLC as its local Delaware counsel. OTS CAPITAL: Wants Exclusive Plan Filing Period Moved to March 10 ----------------------------------------------------------------- OTS Capital Partners, LLC, asks the U.S. Bankruptcy Court for the Northern District of Georgia to extend the Debtor's exclusivity period to file a plan of reorganization through March 10, 2018, and to solicit acceptance of that plan through and including April 9, 2018. A copy of the Debtor's request is available at: http://bankrupt.com/misc/ganb16-70357-127.pdf The current Exclusivity Period for the filing of plan expires Dec. 10, 2017. As reported by the Troubled Company Reporter on Sept. 11, 2017, the Debtor filed with the Court a third motion seeking for an additional 90 days extension of its exclusivity period through Dec. 10, 2017, as well as its solicitation deadline, through Jan. 9, 2018. About OTS Capital Partners OTS Capital Partners, LLC, based at 616 Elliott Rd., McDonough, Georgia, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-70357) on Nov. 11, 2016. The petition was signed by Dan C. Fort, authorized representative. The Debtor is represented by William A. Rountree, Esq., Macey, Wilensky & Hennings, LLC. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. OVERSEAS SHIPHOLDING: Moody's Affirms B3 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service changed the ratings outlook of Overseas Shipholding Group Inc. (OSG) to stable from negative and affirmed its B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating. Concurrently, Moody's affirmed the Caa1 rating on OSG's senior unsecured notes due 2018, the Caa2 rating on its senior unsecured notes due 2021 and 2024, and the B2 rating on the first lien senior secured bank facility issued by OSG Bulk Ships, Inc (OBS). The SGL-2 Speculative Grade Liquidity rating was also affirmed. RATINGS RATIONALE The change in outlook to stable from negative reflects Moody's expectation that OSG will sustain a good liquidity profile over the next year and repay the balance of its outstanding 2018 senior unsecured notes before year-end 2017. Moody's also believes that, while not currently due, the 2019 revolver and term loan maturities will be addressed in the near term. The stable outlook anticipates that credit metrics will remain supportive over the next year, despite a continuing soft freight rate environment. The B3 CFR reflects the highly cyclical nature of demand and Moody's expectation that earnings and cash flow will remain under pressure into 2018 as supply and demand imbalances continue to drive soft freight rate conditions. As well, revenues are exposed to higher volatility and less visibility as term contracts expire in a challenged freight rate market and vessels increasingly enter the spot market. As a result, credit metrics are likely to deteriorate moderately over the next year, including debt-to EBITDA approaching 4x (after Moody's standard adjustments). Other tempering factors include the company's modest revenue scale, largely fixed cost structure and limited asset coverage, noting also that funded debt could increase with fleet replacements. These are likely to occur particularly given the older average age of the company's articulated tug barges (ATBs) of about 40 years, amidst more stringent age requirements by customers demanding younger vessels at their terminals. OSG's leading position in its transportation markets and the relatively high barriers to entry afforded by the Jones Act are positive considerations in the rating. The SGL-2 rating anticipates good liquidity over the next year, characterized by healthy cash on hand and an undrawn ABL revolver of $75 million due February 2019. The cash balance of approximately $200 million as of September 30, 2017 should comfortably enable the company to address the approximately $45 million balance of its 2018 senior unsecured notes in the near term. All accrued and unpaid interest expense pertaining to 2018 unsecured notes is held in escrow until their maturity. If the company does not repay the 2018 notes by year-end 2017, the ABL revolver maturity is accelerated. The SGL-2 rating also anticipates the company will generate free cash flow at least in the $50 to $60 million range. Moody's believes refinancing risk becomes more significant in an environment of prolonged supply-demand headwinds affecting the company's cash flow generation, noting nonetheless that the term loan does not mature until August 2019. The ratings on the debt instruments reflect their respective recoveries in the company's liability structure, noting also that the Caa1 rating of the 2018 senior unsecured notes (only about $45 million outstanding) incorporates an uplift to reflect Moody's expectation of a high likelihood they will be repaid by year-end 2017. The ratings could be downgraded if the company's capital structure or financial policy results in lower-than-expected credit metrics, including Debt to EBITDA sustained above 5.75x and FFO + Interest to Interest approaching the mid 2.0 times range on a sustained basis. A material decline in revenues and/or a deterioration in the cash flow or liquidity profile than expected, or shareholder-friendly actions that compromise debt-holder interests could also pressure the ratings. Upward ratings pressure could occur with expectations of a sustained improvement in the company's operating environment and a financial profile and capital structure that are supportive of higher ratings. The maintenance of at least good liquidity and the deployment of cash in a manner that would limit potential increases in debt, such as for fleet investments rather than shareholder returns, could also support upward ratings momentum. The following rating actions were taken: Outlook Actions: Issuer: Overseas Shipholding Group, Inc. -- Outlook, Changed To Stable From Negative Issuer: OSG Bulk Ships, Inc. -- Outlook, Changed To Stable From Negative Affirmations: Issuer: Overseas Shipholding Group, Inc. -- Corporate Family Rating, Affirmed B3 -- Probability of Default Rating, Affirmed B3-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD 5) -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 (LGD 6, from LGD 5) Issuer: OSG Bulk Ships, Inc. -- Senior Secured Bank Credit Facility, Affirmed B2 (LGD3) The principal methodology used to in these ratings was Global Shipping Industry published in February 2014. Overseas Shipholding Group, Inc., a Delaware Corporation, based in Tampa, Florida, is a leading transporter of petroleum products, with US Jones Act qualified vessels operating mainly in US coastal markets, through its intermediate holding company subsidiary OSG Bulk Ships, Inc. (OBS). OBS is the primary obligor under the rated senior bank credit facility, which is guaranteed by certain of its operating subsidiaries and OSG. Consolidated revenues were $412 million as of the last twelve months ended September 30, 2017. PACIFIC DRILLING: Nov. 30 Meeting Set to Form Creditors' Panel -------------------------------------------------------------- William K. Harrington, United States Trustee for Region 2, will hold an organizational meeting on Nov. 30, 2017, at 11:00 a.m. in the bankruptcy case of Pacific Drillings S.A. et al. The meeting will be held at: U.S. Bankruptcy Court Alexander Hamilton Custom House One Bowling Green, Rm. 511 New York, NY 10004 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Pacific Drilling Pacific Drilling S.A., a Luxembourg public limited liability company (societe anonyme), operates an international offshore drilling business that specializes in ultra-deepwater and complex well construction services. Pacific Drilling -- http://www.pacificdrilling.com/-- owns seven high-specification floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific Sharav and the Pacific Meltem. All drillships are of the latest generations, delivered between 2010 and 2014, with a combined historical acquisition cost exceeding $5.0 billion. The average useful life of a drillship exceeds 25 years. On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13193). The cases are pending before the Honorable Michael E. Wiles and are jointly administered. Pacific Drilling disclosed $5.46 billion in assets and $3.18 billion in liabilities as of Sept. 30, 2017. The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel; Evercore Partners International LLP as investment banker; AlixPartners, LLP, as restructuring advisors; and Prime Clerk LLC as claims and noticing agent. Prime Clerk maintains the case Web site https://cases.primeclerk.com/pacificDrilling The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT Partners LP, as financial advisor. The ad hoc group of RCF Lenders engaged White & Case LLP, as counsel. The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as counsel, and Moelis & Company LLC, as financial advisor. The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020 Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton & Garrison, in New York as counsel. PACIFIC DRILLING: Wants to Use Cash Collateral ---------------------------------------------- Pacific Drilling S.A. and its affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of New York to use cash collateral of Deutsche Bank Trust Company Americas, as indenture trustee and as collateral agent for noteholders. The Debtors and their non-Debtor subsidiaries operate an integrated global business utilizing the centralized "Cash Management System". Cash management system allows the Debtors to keep excess cash in central accounts to which all of Pacific Drilling has access to pay for operations, avoiding the additional liquidity that would be required if each participant in the Cash Management System was required to maintain its own, segregated working capital. Moreover, the Debtors' business is not conducted silo-by-silo. Rather, the Debtors' business is operated as a single business unit, with no single Debtor able to conduct business on its own. Drillships owned by some Debtors are deployed based on the location and technical specifications of the individual drillships and customer preferences, and crews and services are made available by other Debtors and non-Debtor subsidiaries that do not own drillships and are generally not guarantors of any Prepetition Debt. As a result, the use of an integrated Cash Management System is essential to the preservation of the value of Pacific Drilling and its ability to operate successfully most of the Debtors' cash on hand as of the Petition Date is unencumbered, with the exception of cash in the SSCF Minimum Liquidity Account and a PDSA bank account securing ACH transfer and credit card programs. However, through operations, the Debtors are expected to acquire cash after the Petition Date that may relate to drillships, contracts or insurance policies that constitute prepetition collateral. Holders of prepetition debt may assert that their security interest in Prepetition Collateral extends pursuant to Section 552 of the U.S. Bankruptcy Code to some portion of the cash acquired by the Debtors after the Petition Date. At this time, to permit continued ordinary course use of the Cash Management System, the Debtors are requesting authorization to use cash collateral within the meaning of Section 363(a) of the Bankruptcy Code acquired after the Petition Date solely to the extent constituting prepetition collateral, while preserving their rights and the rights of the Prepetition Secured Parties to contest whether cash acquired by the Debtors after the Petition Date is cash collateral. The Debtors propose, subject to court approval, to adequately protect any interest of the Prepetition Secured Parties in the Prepetition Collateral -- including cash collateral used as authorized by the proposed orders and all other prepetition collateral used by the Debtors in the ordinary course of business—by continuing to operate and maintain the Pacific Drilling business and fleet. Further, the Debtors intend to provide additional adequate protection to the Prepetition Secured Parties in the form of, among other things, (a) adequate protection liens, (b) superpriority adequate protection claims, (c) payment of certain fees and expenses incurred by the Prepetition Secured Parties, (d) with respect to certain Prepetition Secured Parties, periodic payments equal to interest at the applicable non-default contract rate, (e) maintenance of insurance on prepetition collateral, (f) access to books and records, (g) undertakings not to enter into or terminate certain drillship charters without court approval and (h) reporting obligations. The Debtors' authorization to use cash collateral pursuant to the interim court order will terminate upon the earlier to occur of: (i) 11:59 p.m. on the 45th day after the Petition Date, to the extent the final order has not been approved by the Court by that date; (ii) the date the Interim Order ceases to be in full force and effect for any reason to the extent the Final Order has not been entered at that time; (iii) the date the Court enters an order dismissing any of these Chapter 11 cases; (iv) the date the Court enters an order converting any of these Chapter 11 cases to a case under Chapter 7 of the Bankruptcy Code; and (v) the Court will have entered an order reversing, amending, supplementing, vacating, or otherwise modifying the Interim Order without the consent of each of the Prepetition Agents. The Debtors' authorization to use cash collateral pursuant to the Final Order will terminate upon the earlier to occur of: (i) the date the Final Order ceases to be in full force and effect for any reason to the extent the Final Order has not been entered at that time; (ii) the date the Court enters an order dismissing any of these Chapter 11 cases; (iii) the date the Court enters an order converting any of these Chapter 11 cases to a case under Chapter 7 of the Bankruptcy Code; and (iv) the Court will have entered an order reversing, amending, supplementing, vacating, or otherwise modifying the Final Order without the consent of each of the prepetition agents. To the extent and in an amount equal to any diminution in value of such Prepetition Secured Party's interests, if any, in the prepetition collateral, including cash collateral, of a Debtor, from and after the Petition Date resulting from the imposition and enforcement of the automatic stay and Debtor's use of the prepetition collateral, an allowed superpriority administrative expense claim against such Debtor and each other Debtor in the Debtor's Ship Group, jointly and severally, pursuant to Sections 503(b), 507(a) and 507(b) of the Bankruptcy Code as provided for in Section 507(b) of the Bankruptcy Code. Citibank, N.A., will receive from the Debtors (a) adequate protection payments made in cash consisting of all accrued and unpaid prepetition interest as well as current post-petition payments of interest in each case at the contractual non-default rate set forth in the RCF Documents (the foregoing to include all unpaid prepetition interest), as and when interest becomes due and payable (in the absence of any default) in accordance with the terms of the RCF Documents; and (b) upon entry of each of the Proposed Orders, all other due and unpaid fees, costs and disbursements (other than legal and advisory fees and expenses). The GIEK Facility Agent, Security Agent, and Account Bank will receive from the Debtors (a) adequate protection payments made in cash consisting of all accrued and unpaid prepetition interest as well as current post-petition payments of interest in each case at the contractual non-default rate set forth in the SSCF Documents (the foregoing to include all unpaid prepetition interest), as and when the interest becomes due and payable (in the absence of any default) in accordance with the terms of the SSCF Documents; and (b) upon entry of each of the proposed court orders, all other due and unpaid fees, costs and disbursements (other than legal and advisory fees and expenses). A copy of the Debtors' Motion is available at: http://bankrupt.com/misc/nysb17-13193-15.pdf About Pacific Drilling Pacific Drilling S.A., a Luxembourg public limited liability company (societe anonyme), operates an international offshore drilling business that specializes in ultra-deepwater and complex well construction services. Pacific Drilling -- http://www.pacificdrilling.com/-- owns seven high-specification floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific Sharav and the Pacific Meltem. All drillships are of the latest generations, delivered between 2010 and 2014, with a combined historical acquisition cost exceeding $5.0 billion. The average useful life of a drillship exceeds 25 years. On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13193). The cases are pending before the Honorable Michael E. Wiles and are jointly administered. Pacific Drilling disclosed $5.46 billion in assets and $3.18 billion in liabilities as of Sept. 30, 2017. The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel; Evercore Partners International LLP as investment banker; AlixPartners, LLP, as restructuring advisors; and Prime Clerk LLC as claims and noticing agent. Prime Clerk maintains the case site https://cases.primeclerk.com/pacificDrilling The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT Partners LP, as financial advisor. The ad hoc group of RCF Lenders engaged White & Case LLP, as counsel. The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as counsel, and Moelis & Company LLC, as financial advisor. The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020 Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton & Garrison, in New York as counsel. PAVIST LLC: Taps Goodrich Postnikoff as Legal Counsel ----------------------------------------------------- Pavist, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Goodrich Postnikoff & Associates, LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the negotiation of debt restructuring and related transactions; give advice on the formulation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Goodrich did not receive a retainer fee for the commencement of the Debtor's bankruptcy case. Joseph Postnikoff, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Joseph F. Postnikoff, Esq. Goodrich Postnikoff & Associates, LLP 801 Cherry Street, Suite 1010 Ft. Worth, TX 76102 Tel: (817) 347-5261 Fax: (817) 335-9411 Email: jpostnikoff@gpalaw.com About Pavist LLC Pavist, LLC is a Texas limited liability company founded by Richard Shaw in 2014. It is an affiliate of real estate company FM 544 Park Vista Ltd., which sought bankruptcy protection on Nov. 7, 2017. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-34274) on November 9, 2017. Richard Shaw, its manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Harlin DeWayne Hale presides over the case. PEABODY ENERGY: Moody's Hikes CFR to Ba3 on Strong Performance -------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Peabody Energy Corporation, including a corporate family rating (CFR) to Ba3 from B1 and a probability of default rating (PDR) to Ba3-PD from B1-PD. Moody's also affirmed the ratings on existing Ba3 first-lien debt and assigned a Ba3 rating to the company's new proposed $270 million revolving credit facility due 2020, which is secured by the same collateral on a pari passu basis with the existing term loan and the first lien notes. Moody's also reinstated a SGL-2 speculative grade liquidity rating to the company. The outlook is stable. Upgrades: Issuer: Peabody Energy Corporation -- Corporate Family Rating, Upgraded to Ba3 from B1 -- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Affirmations: Issuer: Peabody Energy Corporation -- Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD3) Issuer: Peabody Securities Finance Corporation -- Senior Secured Regular Bond/Debenture, Affirmed Ba3 (LGD3) Assignment: Issuer: Peabody Energy Corporation -- Senior Secured Bank Credit Facility, Assigned Ba3 (LGD3) Reinstatement: Issuer: Peabody Energy Corporation -- Speculative Grade Liquidity Rating, Reinstated to SGL-2 Outlook Actions: Issuer: Peabody Energy Corporation -- Outlook, Remains Stable Issuer: Peabody Securities Finance Corporation -- Outlook, Changed to No Outlook from Stable RATINGS RATIONALE "The upgrade reflects the company's strong performance in 2017, strong contracted position in 2018, the voluntary pay down of roughly $300 million of the term loan facility and the enhanced liquidity with the addition of the revolver. Moody's expect Debt/ EBITDA, as adjusted, to track at around 2x over the next eighteen months," said Anna Zubets-Anderson, VP-Senior Analyst at Moody's. The ratings continue to reflect the company's diverse platform of cost-competitive assets, including seven mining complexes in the Western United States, seven in Midwestern United States, and nine in Australia. While the company's US operations produce cost-competitive thermal coal sold predominantly to domestic utilities, the company's mines in Australia produce thermal and metallurgical coal predominantly sold into the seaborne market. The company's largest contributors to EBITDA are its Powder River Basin and Australian assets, and ratings reflect high potential volatility in the company's margins depending on natural gas prices and/or metallurgical coal prices, which have been highly volatile and unpredictable in recent years. The SGL-2 speculative grade liquidity rating reflects Moody's expectation of good liquidity, including ample cash balance of roughly $925 million as of September 30, 2017, full availability under the new revolver, and the absence of financial covenants on the term loan. Moody's expect positive free cash flows over the next twelve months at current prices, and Moody's expect the company to be in compliance with the financial covenants under the revolving credit facility. Moody's note, however, that free cash flows could turn negative at some of the pricing levels observed over the past two years while the industry was in distress. The Ba3 rating on the first lien debt reflects its priority position with respect to claim on collateral, relative to unsecured claims, and the preponderance of the secured debt in the capital structure. The stable outlook reflects Moody's expectation of positive free cash flows and solid contracted position. The ratings could be upgraded if the rate of secular decline in the US thermal coal industry were to slow or reverse, and if metallurgical coal markets were to show more stability and predictability. The ratings could also be upgraded in the event of material growth in scale and diversity, as well as positive cash generation in a more stressed pricing environment. The ratings could be downgraded in the event of significant adverse change in industry conditions, or if Debt/ EBITDA, as adjusted, were to increase above 3x, if free cash flows were to turn negative, or if liquidity were to deteriorate. Peabody Energy Corporation is the world's largest private sector coal company with coal mining operations in the US and Australia and close to 6 billion tons of proven and probable reserves. Post emergence from Chapter 11 bankruptcy, the company generated $2.7 billion in revenues from April 2 through September 30, 2017. The principal methodology used in these ratings was Global Mining Industry published in August 2014. PERPETUAL ENERGY: S&P Raises CCR to 'CCC+' on Improved Liquidity ---------------------------------------------------------------- S&P Global Ratings said it raised its long-term corporate credit rating on Calgary, Alta.-based Perpetual Energy Inc. by two notches to 'CCC+' from 'CCC-'. S&P Global Ratings also revised its recovery rating on Perpetual's senior unsecured notes to '6' from '5' following the increase in the amount of secured debt, because we now expect negligible recovery (0%-10%) for the senior unsecured noteholders in a default scenario. Consequently, S&P has raised the issue-level rating by one notch to 'CCC-' from 'CC'. The two-notch upgrade reflects the company's enhanced liquidity assessment following the several initiatives Perpetual took in 2017 to improve its capital structure and ultimately increase its liquidity through a higher revolving credit facility and longer average weighted maturity. S&P said, "We still believe the company is dependent on favorable business, financial, and economic conditions to meet its capital spending plan and financial commitments, but we do not expect a near-term (within 12 months) credit or payment crisis. We would like to see the company further improve its liquidity in the next 12 months through internal cash flow generation and the payment or refinancing of its debt maturing in the next 24 months before moving the ratings out of the 'CCC' category. "The stable outlook reflects our view that the company has enhanced its liquidity position through several initiatives taken in 2017, chiefly the increase in the company's revolving credit facility to C$65 million and the extension of its maturity to May 2019. In addition, we expect Perpetual to improve its cash flow generation through its revised capital expenditure plan that should ultimately result in stronger daily production and credit metrics. "We could lower the ratings if liquidity deteriorates during the next 12 months with sources of cash over uses falling below 1x, which could be caused by lower-than-expected cash flow generation, higher capital needs, or a decrease in the revolving credit facility. "We could raise the ratings if the company improves its liquidity profile in the next 12 months through higher internal cash flow generation and the repayment or refinancing of its debt maturing during the next 24 months, while maintaining FFO-to-debt of 12%-20% and neutral to slightly positive FOCF generation." PIONEER CARRIERS: Nissan to Get $15,389.43 at 5.25% in 5 Yrs. ------------------------------------------------------------- Pioneer Carriers, LLC, and Transport Dry Freight, L.L.C., filed with the U.S. Bankruptcy Court for the Southern District of Texas their joint first amended disclosure statement and plan of reorganization dated Nov. 6, 2017. Class 3 consists of the secured claim of Nissan Motor Acceptance Corporation. Nissan has filed a proof of claim for this debt in the amount of $15,389.43. The claim is secured by a 2014 Nissan Sentra. Pedro Lagos is the co-debtor with regard to this claim. The Debtors will pay the principal amount of $15,389.43 to Nissan at 5.25% interest in 60 monthly payments. Payments to Class 3 will start on the fifth day of the first full calendar month following the effective date of the Plan. The Debtors will maintain insurance on the collateral, listing Nissan as loss-payee. Nissan will retain its lien as to the collateral until the claim is paid in full by the co-debtor under non-bankruptcy law. Nothing herein will act as a release of the co-debtor, Pedro Lagos. If the reorganized debtors fail to make any payments as required in this Plan, Nissan will provide written notice of that default and send written notice by certified mail to the Debtors and debtors' counsel advising of that default, and providing the reorganized debtors with a period of 14 days to cure the default. In the event that the default is not cured within 14 days, Nissan may, without further order of the Court, pursue all of its rights and remedies available to it understate law and to collect the full amount of all taxes, penalties and interest owed. In the event that the reorganized debtor fails to timely cure the post-confirmation default, Nissan may exercise its state law contractual rights as set forth in its contract with Debtors. The Debtors will be entitled to no more than three notices of default. In the event of a fourth default, Nissan may exercise its state law contractual rights as set forth in its contract with the Debtors. Class 3 is impaired. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-36356-173.pdf As reported by the Troubled Company Reporter on July 28, 2017, the Debtors filed with the Court their joint disclosure statement and plan of reorganization, which proposed that the Class 15 general unsecured claims against the Debtor would be paid a total of 100% on these claims. About Pioneer Carriers Pioneer Carriers, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Texas Case No. 16-36356) on Dec. 12, 2016. The petition was signed by Pedro Lagos, president. On Feb. 1, 2017, Transport Dry Freight LLC, an affiliate, filed Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-30551). The case is jointly administered with that of Pioneer under Case No. 16-36356. The cases are assigned to Judge Jeff Bohm. At the time of the filing, Pioneer estimated its assets and liabilities at $1 million to $10 million. Transport Dry Freight estimated assets of less than $50,000 and liabilities of less than $500,000. On July 21, 2017, the Debtors filed a disclosure statement, which explains their proposed Chapter 11 plan of reorganization. PORTER BANCORP: Files 1.75M Common Shares Prospectus with SEC ------------------------------------------------------------- Porter Bancorp, Inc., filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the distribution of its common shares and non-voting common shares by two affiliated limited partnerships, Patriot Financial Partners, L.P. and Patriot Financial Partners, Parallel L.P., to their limited partners. This prospectus relates to the 378,071 common shares to be distributed by the Patriot Partnerships, plus the 1,371,600 common shares that will be issued upon the conversion of the non-voting common shares when distributed by the Patriot Partnerships. Together, the Patriot Partnerships beneficially own 378,071 of Porter Bancorp's common shares and 1,371,600 of its non-voting common shares. The purposes of this registration are (1) to cause those 1,371,600 non-voting common shares to automatically convert into 1,371,600 voting common shares at the time of the distribution, in accordance with Porter Bancorp's articles of incorporation; and (2) to enable the limited partners to receive unrestricted voting common shares in the distribution. The timing of any distribution of Porter Bancorp's shares is within the sole discretion of the Patriot Partnerships. The Company will not receive any proceeds from the distribution of our securities by the Patriot Partnerships to their limited partners. The Company's common shares are listed on the NASDAQ Capital Market under the symbol "PBIB." A full-text copy of the regulatory filing is available at: https://is.gd/T1OjKe About Porter Bancorp Porter Bancorp, Inc. (NASDAQ: PBIB) -- http://www.pbibank.com/-- is a Louisville, Kentucky-based bank holding company which operates banking centers in 12 counties through its wholly-owned subsidiary PBI Bank. The Company's markets include metropolitan Louisville in Jefferson County and the surrounding counties of Henry and Bullitt, and extend south along the Interstate 65 corridor. The Company serves southern and south central Kentucky from banking centers in Butler, Green, Hart, Edmonson, Barren, Warren, Ohio and Daviess counties. The Company also has a banking center in Lexington, Kentucky, the second largest city in the state. PBI Bank is a traditional community bank with a wide range of personal and business banking products and services. Porter Bancorp reported a net loss of $2.75 million for the year ended Dec. 31, 2016, a net loss of $3.21 million for the year ended Dec. 31, 2015, and a net loss of $11.15 million for the year ended Dec. 31, 2014. The Company had $962.96 million in total assets, $922.89 million in total liabilities and $40.06 million in total stockholders' equity as of Sept. 30, 2017. PREFERRED CARE: Bowling Green Wants to Use Omega & FC's Cash ------------------------------------------------------------ Bowling Green Health Facilities, L.P., and its affiliates ask for authorization from the U.S. Bankruptcy Court for the Northern District of Texas to use cash collateral of Omega Healthcare Investors, Inc., and FC Domino Acquisition, LLC, and its affiliates in order to continue the cash management system and to prevent significant and costly disruptions of the their businesses. Accordingly, the Debtors are filing three separate pleadings related to their use of cash collateral and/or their request for authority to incur additional DIP financing. This motion is the Omega and FC Domino cash collateral motion. The Wells Fargo DIP motion and the HUD Debtors cash collateral motion are being filed separately but contemporaneously with this motion. Through this Omega and FC Domino Cash Collateral motion, the Omega and FC Domino Debtors seek authority to use the cash collateral of Omega and FC Domino and for authority to grant adequate protection replacement liens to Omega and FC Domino on postpetition assets of the Omega and FC Domino Debtors to the same extent and priority as their prepetition liens. The Omega and FC Domino Debtors propose to continue the use of their Cash Management System pursuant to which the cash collateral of Omega and FC Domino (as applicable) will be deposited in the FSF concentration account and applied to the Wells Fargo line of credit, thereby creating availability for additional draws on the Wells Fargo line of credit. The Omega and FC Domino Debtors seek, among other things: a. authorization for the Omega and FC Domino Debtors to use cash collateral and the granting of adequate protection to the Omega and FC Domino for, among other things, use of cash collateral and all any diminution in value of the their respective interests in their cash collateral, whether existing on the Petition Date or arising pursuant to this court order; b. pursuant to Bankruptcy Rule 4001, that an interim hearing on the motion be held before this Court to consider entry of the this court order; c. authorization to vacate the automatic stay imposed by Section 362 of the Bankruptcy Code to the extent necessary to implement and effectuate the terms and provisions of this court order; d. that the Court schedule a final hearing to consider entry of a final court order authorizing the use of cash collateral and the grant of adequate protection on a final basis; and e. waiver of any applicable stay with respect to the effectiveness and enforceability of this interim court to order (including a waiver pursuant to Bankruptcy Rule 6004(h)). The Omega and FC Domino Debtors bring this motion on an emergency basis given the immediate and irreparable harm that the Omega and FC Domino Debtors will potentially suffer if they are denied the ability to use cash collateral, which is necessary to sustain ongoing business operations, through the operation of the Cash Management System, and to achieve their future business objectives. Absent the continued operation of the Cash Management System, the Omega and FC Domino Debtors would likely have to cease business operations to the material detriment of their creditors, stakeholders and other parties in interest. Therefore, the Omega and FC Domino Debtors need to ensure the availability of working capital now. This liquidity is necessary for the Omega and FC Domino Debtors to demonstrate to their customers, suppliers, vendors, and stakeholders that they have sufficient capital to ensure ongoing operations. The Omega and FC Domino Debtors will remain current on their regularly scheduled rental payments to Omega and FC Domino (through Jan. 31, 2018, unless otherwise extended by written agreement between the Omega and FC Domino Debtors and the Secured Parties, as applicable). Omega and FC Domino will be entitled to any periodic reports for Wells Fargo Bank, N.A., as DIP Lender and DIP Agent pursuant to any debtor-in-financing order entered with respect to the Omega and FC Domino Debtors. The Omega and FC Domino Debtors will also permit representatives, agents, or employees of Omega and FC Domino (as applicable) or their affiliates upon written notice to have reasonable access to personnel employed at the Omega and FC Domino Debtors and provide Omega and FC Domino, as applicable, non-privileged information as they may reasonably request with respect to the facilities. The Debtors will maintain appropriate insurance on the Debtors' assets in amounts consistent with prepetition practices. The Debtors will maintain appropriate and necessary licensing with respect to operating the facilities consistent with prepetition practices. The Secured Parties are granted, from and after the Petition Date, allowed administrative expense claims with priority over any and all administrative expenses, adequate protection claims, and all other claims against such Debtors, now existing or hereinafter arising, of any kind whatsoever, as provided under 507(b) of the Bankruptcy Code, subordinate only to any superpriority claims granted to Wells Fargo Bank pursuant to an order of this Court relating to post-petition debtor-in-possession financing and any carve-out. The Secured Parties are granted, from and after the Petition Date, replacement liens and security interests in all accounts and inventory acquired by the Omega and FC Domino Debtors after the Petition Date, specifically including all cash proceeds arising from the accounts and inventory acquired by the Debtors after the Petition Date, in the same nature, extent, priority, and validity that any liens asserted by the Secured Parties existed on the Petition Date. A copy of the request is available at: http://bankrupt.com/misc/txnb17-44642-18.pdf About Preferred Care Headquartered in Plano, Texas, Preferred Care Partners Management Group and Kentucky Partners operate skilled nursing care facilities. Preferred Care Partners Management Group, L.P., and affiliate Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on Nov. 13, 2017. Travis Eugene Lunceford, manager of general partner, signed the petition. Judge DeWayne Hale presides over the case of Preferred Care. Judge Stacey G. Jernigan presides over the case of Kentucky Partners. Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors' bankruptcy counsel. Preferred Care estimated its assets at between $50,000 and $100,000, and its liabilities at between $10,000,000 and $50,000,000. Kentucky Partners estimated its assets at up to $50,000 and its liabilities at between $10,000,000 and $50,000,000. PREFERRED CARE: Elsemer, Henderson Want to Use FC, Ziegler's Cash ----------------------------------------------------------------- Elsemere Health Facilities, L.P., and Henderson Health Facilities, L.P., seek permission from the U.S. Bankruptcy Court for the Northern District of Texas to use of cash collateral of FC Domino Acquisition, LLC and its affiliates and Ziegler Financing Corporation, as lender for the Department of Housing and Urban Development. The two HUD Debtors are not included in the Wells Fargo pre-petition or post-petition line of credit. Accordingly, the HUD Debtors by separate motion are proposing to use the cash collateral of their alleged secured creditors, Ziegler (as lender for HUD) and FC Domino, to operate their facilities in the normal course of business utilizing their traditional cash management system. This motion is the HUD cash collateral motion. The Wells Fargo DIP motion and the Omega and FC Domino debtors cash collateral motion are being filed separately but contemporaneously with this Motion. Through this HUD cash collateral motion, the HUD Debtors ask for authority to grant replacement liens to Ziegler (as lender for HUD) and FC Domino on post-petition assets of the HUD Debtors to the same extent and priority as their pre-petition liens. Through the collection-sweep process at FSF II, the HUD Debtors constantly use Ziegler's and FC Domino's cash collateral by paying it to FSF II before reborrowing therefrom. As a result, though the funds actually used by the Debtors for operations are not cash collateral, but rather are funds lent by FSF II and/or FSF, continuing the HUD Debtor's operations post-petition in the same manner as pre-petition requires the use of the Security Parties' cash collateral. Nevertheless, despite the fact that the cash collateral is not directly used for the Debtors' operations, the maintenance of the Cash Management System is critical to the operations of both the HUD Debtors and their non-debtor affiliates. As such the Debtors seek authority to allow cash collateral to be used as described above in order to ensure the continuance of the Cash Management System and to prevent significant and costly disruptions of the businesses of the HUD Debtors and non-debtors alike. The HUD Debtors seek, among other things, the following: a. authorization for the HUD Debtors to use cash collateral and the granting of adequate protection to Ziegler and FC Domino and the granting of adequate protection to Ziegler and FC Domino for, among other things, the use of cash collateral and all any diminution in value of the their respective interests in their cash collateral, whether existing on the Petition Date or arising pursuant to this court order; b. pursuant to Bankruptcy Rule 4001, that an interim hearing on the motion be held before the Court to consider entry of the this court order; c. authorization to vacate the automatic stay imposed by Section 362 of the Bankruptcy Code to the extent necessary to implement and effectuate the terms and provisions of this court order; d. that this Court schedule a final hearing to consider entry of a Final Order authorizing the use of cash collateral and the grant of adequate protection on a final basis; and e. waiver of any applicable stay with respect to the effectiveness and enforceability of this interim court order. The HUD Debtors bring this motion on an emergency basis given the immediate and irreparable harm that the HUD Debtors will potentially suffer if they are denied the ability to use cash collateral, which is necessary to sustain ongoing business operations, through the operation of the Cash Management System, and to achieve their future business objectives. The HUD Debtors warn that absent the continued operation of the Cash Management System, the HUD Debtors would likely have to cease business operations to the material detriment of their creditors, stakeholders and other parties in interest. Therefore, the HUD Debtors need to ensure the availability of working capital now. This liquidity is particularly necessary for the HUD Debtors to demonstrate to its customers, suppliers, vendors, and stakeholders that they have sufficient capital to ensure ongoing operations Pursuant to Section 363(c)(2) of the Bankruptcy Code, a debtor-in-possession may not use cash collateral without the consent of the secured party or court approval. At this time, Ziegler has not consented to the HUD Debtors' use of its cash collateral in these cases (on behalf of itself or the insurer of its mortgages, HUD). The Debtors' counsel has been in contact with counsel for Ziegler and has attempted to contact the appropriate persons at HUD, but an agreement has not yet been reached. The HUD Debtors submit that the treatment proposed herein and in the Proposed Order attached hereto as Exhibit A is more than sufficient to adequately protect HUD's interests in its alleged pre-petition collateral on an interim basis. Ziegler and FC Domino assert liens on the cash collateral. As adequate protection for the use of the cash collateral, the HUD Debtors are proposing to provide Ziegler and FC Domino with the following forms of adequate protection, to the extent of any diminution in value of the Secured Parties' pre-Petition Date security interests in the HUD Debtors' prepetition assets, if any. The HUD Debtors will remain current on their regularly scheduled rental payments to FC Domino (through Jan. 31, 2018, unless otherwise extended by written agreement between the HUD Debtors and the Secured Parties, as applicable). The HUD Debtors will maintain appropriate insurance on the HUD Debtors' assets in amounts consistent with prepetition practices. The HUD Debtors will maintain appropriate and necessary licensing with respect to operating the facilities consistent with prepetition practices. The Secured Parties are granted, from and after the Petition Date, allowed administrative expense claims with priority over any and all administrative expenses, adequate protection claims, and all other claims against the HUD Debtors, now existing or hereinafter arising, of any kind whatsoever, as provided under Sec. 507(b) of the Bankruptcy Code. The Secured Parties are granted, from and after the Petition Date, replacement liens and security interests in all accounts and inventory acquired by the HUD Debtors after the Petition Date, specifically including all cash proceeds arising from accounts and inventory acquired by the HUD Debtors after the Petition Date, in the same nature, extent, priority, and validity that any liens asserted by the Secured Parties existed on the Petition Date. As of the Petition Date, the replacement liens and security interests granted to the Secured Parties shall be valid, perfected, enforceable and effective against the HUD Debtors, their successors and assigns, including any trustee or receiver in this or any superseding Chapter 7 case, without any further action by the HUD Debtors, Ziegler (as lender for HUD), or FC Domino and without the execution, delivery, filing or recordation of any promissory notes, financing statements, security agreements or other documents. A copy of the Debtors' Motion is available at: http://bankrupt.com/misc/txnb17-44642-17.pdf About Preferred Care Headquartered in Plano, Texas, Preferred Care Partners Management Group and Kentucky Partners operate skilled nursing care facilities. Preferred Care Partners Management Group, L.P., and affiliate Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on Nov. 13, 2017. Travis Eugene Lunceford, manager of general partner, signed the petition. Judge DeWayne Hale presides over the case of Preferred Care. Judge Stacey G. Jernigan presides over the case of Kentucky Partners. Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors' bankruptcy counsel. Preferred Care estimated its assets at between $50,000 and $100,000, and its liabilities at between $10,000,000 and $50,000,000. Kentucky Partners estimated its assets at up to $50,000 and its liabilities at between $10,000,000 and $50,000,000. PREFERRED CARE: Wants Up to $50M in Financing From Wells Fargo -------------------------------------------------------------- Preferred Care Inc. and certain of its debtor affiliates ask the U.S. Bankruptcy Court for the Northern District of Texas to obtain a revolving credit line of up to $50 million from Wells Fargo Bank, N.A., and use cash collateral. The Debtors are filing three separate pleadings related to their use of cash collateral and their request for authority to incur additional DIP financing: a. motion for interim and final order (i) authorizing debtors to obtain post-petition financing; (ii) granting liens, security interests and superpriority status; (iii) affording adequate protection; (iv) scheduling a final hearing; and (v) modifying automatic stay; b. motion for interim and final orders (i) authorizing certain debtors to use cash collateral, (ii) granting adequate protection to prepetition secured parties, and (iii) scheduling a final hearing Pursuant to Bankruptcy Rule 4001(B); and c. motion for interim and final orders: (i) authorizing the HUD Debtors to use cash collateral, (ii) granting adequate protection to prepetition secured parties and (iii) scheduling a final hearing pursuant to Bankruptcy Rule 4001(b). The two HUD Debtors are not included in the Wells Fargo pre-petition or post-petition line of credit. Accordingly, the HUD Debtors by separate motion are proposing to use the cash collateral of their alleged secured creditors, HUD and FC Domino, to operate their facilities in the normal course of business utilizing their traditional cash management system, as more fully described in the Weiner Declaration and the HUD Debtors cash collateral motion. This motion is the Wells Fargo DIP motion. The HUD Cash Collateral Motion and the Omega and FC Domino Debtors Cash Collateral Motion are being filed separately but contemporaneously with this motion. Through this Wells Fargo DIP Motion, the Debtors seek authority to continue the use of their Cash Management System and to incur post-petition debtor-in-possession financing through the continued use of the Wells Fargo line of credit in order to continue operating their businesses. The Debtors also seek authority to grant related post-petition security interests and administrative-expense priorities to Wells Fargo. Subject to the carve-out, post-petition amounts owed by any of the Debtors to the DIP Agent pursuant to the DIP Facility will constitute, in accordance with Section 364(c)(1) of the Bankruptcy Code, a claim having priority over any or all administrative expenses of the kind specified in, among other sections, Sections 326, 330, 331, 503(b), 506(c), 507(a), 507(b) and 726 of the Bankruptcy Code. The foregoing superpriority claim in favor of the DIP Agent will not be payable from any claims or causes of action arising under any causes of action owned by the Debtors that could be brought under Sections 510, 522, and 544-553 of the Bankruptcy Code or any applicable state fraudulent-transfer statute or similar statute. The DIP Facility will be secured by first-priority senior liens on: (a) with respect to all of the Debtors' assets acquired after the Petition Date, senior to all other liens and encumbrances and subject and junior only to the Carve-Out in the approved budget, (b) with respect to all of the Debtors' assets acquired prior to the Petition Date, subject and junior only to valid, enforceable, and properly perfected liens of other parties existing on the Petition Date in the assets, and (c) with respect to the non-Debtor Borrowers' assets, subject and junior only to valid, enforceable, and properly perfected liens of other parties existing on the Petition Date in such assets. The DIP Liens will not encumber any causes of action that could be brought under Sections 510, 522, and 544-553 of the Bankruptcy Code or any applicable state fraudulent-transfer statute or similar statute and will not be deemed to prime any valid, binding, continuing, enforceable, fully-perfected liens of any other party. A copy of the Debtors' request is available at: http://bankrupt.com/misc/txnb17-44642-19.pdf About Preferred Care Headquartered in Plano, Texas, Preferred Care Partners Management Group and Kentucky Partners operate skilled nursing care facilities. Preferred Care Partners Management Group, L.P., and affiliate Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on Nov. 13, 2017. Travis Eugene Lunceford, manager of general partner, signed the petition. Judge DeWayne Hale presides over the case of Preferred Care. Judge Stacey G. Jernigan presides over the case of Kentucky Partners. Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors' bankruptcy counsel. Preferred Care estimated its assets at between $50,000 and $100,000, and its liabilities at between $10,000,000 and $50,000,000. Kentucky Partners estimated its assets at up to $50,000 and its liabilities at between $10,000,000 and $50,000,000. PURADYN FILTER: Requires Additional Time to File Form 10-Q ---------------------------------------------------------- Puradyn Filter Technologies Incorporated notified the Securities and Exchange Commission via Form 12b-25 that it needs additional time to complete the financial statements to be included in the Form 10-Q for the period ended Sept. 30, 2017. About Puradyn Filter Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated (OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil Filtration System. Puradyn Filter reported a net loss of $1.44 million on $1.94 million of net sales for the year ended Dec. 31, 2016, compared to a net loss of $1.44 million on $1.97 million of net sales for the year ended Dec. 31, 2015. As of June 30, 2017, Puradyn had $1.40 million in total assets, $9.67 million in total liabilities and a total stockholders' deficit of $8.26 million. Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has experienced net losses since inception and negative cash flows from operations and has relied on loans from related parties to fund its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. QUEST SOLUTION: Reports $950K Net Loss for Third Quarter -------------------------------------------------------- Quest Solution, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to common stockholders of $950,422 on $12.96 million of total revenues for the three months ended Sept. 30, 2017, compared to a net loss attributable to common stockholders of $6.31 million on $13.56 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 attributable to common stockholders of $1.82 million on $40.88 million of total revenues compared to a net loss attributable to common stockholders of $12.63 million on $43.43 million of total revenues for the same period a year ago. As of Sept. 30, 2017, Quest Solution had $28.77 million in total assets, $44.84 million in total liabilities and a total stockholders' deficit of $16.06 million. As of Sept. 30, 2017, the Company had cash in the amount of $945,252 of which $684,610 is on deposit and restricted as collateral for a letter of credit and a corporate purchasing card, and a working capital deficit of $14,811,673, compared to cash in the amount of $954,700, of which $665,220 is restricted, and a working capital deficit of $15,323,313 as at Dec. 31, 2016. The Company's operations resulted in net cash provided of $5,906,112 during the nine months ended Sept. 30, 2017, compared to net cash provided of $5,388,132 during the nine months ended Sept. 30, 2016, an increase of $517,980. The changes in the non-cash working capital accounts are primarily attributable to an decrease in accounts receivable of $2,317,712 during the nine months ended Sept. 30, 2017 and a $2,992,271 increase in accounts payable. Net cash used by investing activities was $29,532 for the nine months ended Sept. 30, 2017, compared to net cash used of $93,351 for the nine months ended Sept. 30, 2016, a decrease of $63,819. The Company's financing activities used net cash of $5,905,418 during the nine months ended Sept. 30, 2017, compared to net cash used of $778,509 during the nine months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company decreased the line of credit by $1,381,631 and decreased the notes payable by $4,544,846. Proceeds for shares sold were $21,059. A full-text copy of the Form 10-Q is available for free at: https://is.gd/O5ezTz About Quest Solution Quest Solution, formerly known as Amerigo Energy, Inc., is a Specialty Systems Integrator focused on Field and Supply Chain Mobility. The Company is also a manufacturer and distributor of consumables (labels, tags, and ribbons), RFID solutions, and barcoding printers. Founded in 1994, Quest is headquartered in Eugene, Oregon, with offices in the United States. Prior to 2008, the Company was involved in various unrelated business activities. From 2008-2014 the Company was involved in multiple businesses inclusive of an oil and gas investment company. Due to changes in market conditions, management determined to look for acquisitions which were positive cash flow and would provide immediate shareholder value. In January 2014, the first such acquisition was completed of Quest Marketing Inc. (dba Quest Solution, Inc.). The Company has acquired a significant working capital deficit and issued a substantial amount of subordinated debt in connection with its acquisitions. As of June 30, 2017, the Company had a working capital deficit of $14,940,888 and an accumulated deficit of $33,808,344. The Company said its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis to obtain additional debt or equity financing for working capital or refinancing (restructuring of subordinated debt) as may be required and, ultimately, to attain profitable operations. The Company's independent accounting firm RBSM, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors said the Company has a working capital deficiency and significant subordinated debt resulting from acquisitions. These factors raise substantial doubt about the Company's ability to continue as a going concern. Quest Solution incurred a net loss attributable to common stockholders of $14.21 million for the year ended Dec. 31, 2016, following a net loss attributable to common stockholders of $1.71 million for the year ended Dec. 31, 2015. RAMLA USA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Ramla USA Inc. 939A W. Huntington Drive Monrovia, CA 91016 Type of Business: Ramla USA Inc. is a small organization in the restaurants industry located in Monrovia, California. Case No.: 17-24318 Chapter 11 Petition Date: November 20, 2017 Court: United States Bankruptcy Court Central District of California (Los Angeles) Debtor's Counsel: Robyn B Sokol, Esq. BRUTZKUS GUBNER ROZANSKY SEROR WEBER LLP 21650 Oxnard St Ste 500 Woodland Hills, CA 91367 Tel: 818-827-9000 Fax: 818-827-9099 E-mail: ecf@bg.law rsokol@bg.law Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Yuji Ueno, CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb17-24318_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb17-24318.pdf REEVES COUNTY, TX: S&P Affirms CCC+ Bonds Rating, Outlook Negative ------------------------------------------------------------------ S&P Global Ratings removed the CreditWatch with negative implications on Reeves County, Texas' project revenue bonds. At the same time, S&P Global Ratings affirmed its 'CCC+' long-term rating on the bonds. The outlook is negative. "We removed the bonds from CreditWatch based on our understanding that the county is no longer attempting to sell the asset," said S&P Global Ratings credit analyst Ann Richardson. "As a result, we do not believe a distressed exchange is likely to occur in the next year," Ms. Richardson added. S&P said, "The negative outlook reflects our view of the Federal Bureau of Prisons' (BOP) decision to not re-award a contract to Reeves County Detention Center (RCDC) I and II, and that all prisoners housed in those units have been transferred to other facilities. The BOP did award a short-term "bridge" contract, or a 12-month extension, to RCDC III at a fixed monthly rate. Based on the revenue provided by the bridge contract, we believe it should enable the county to continue to make its quarterly payment over the next 12 months. However, beyond the 12-month period of the bridge contract, the county's ability to make debt service payments appears to be unsustainable as there is no ongoing, identifiable revenue source. "The 'CCC+' rating reflects our view that the issuer is vulnerable to nonpayment, and is dependent on favorable business, financial, and economic conditions to be able to meet its financial commitment on the project revenue bonds. A first lien on and pledge of monthly facility revenues, derived from the operation of the facility, secure the bonds. The county is pursuing a different contract under Criminal Alien Requirement (CAR) 19 to secure additional revenue sources for repayment of the bonds, but the timing of when that contract will be awarded, and the probability that Reeves County will be awarded that contract, is unknown." The rating further reflects S&P's opinion of: -- Limited service essentiality as evident in the BOP's decision to not award a long-standing contract to the facility under CAR 16; -- The industry's inherent volatility, and the uncertainty created by event risks and changes in policy and capacity within the BOP at the federal level; -- The facility's cost-competitiveness and the resulting effect on its ability to garner contracts; The bonds' legal and security provisions, including the short-term nature of the contracts supporting the pledged revenue, which do not cover the life of the bonds; and -- The likelihood that the county will need to make debt service payments from its reserve fund and other viable funds over the next 12 months due to loss of operating revenue. S&P said, "The negative outlook reflects our view that there is at least a one-in-three chance we could lower the rating within the one-year outlook horizon. Given the competitive landscape, the recent history of prisoner removal at Reeves County, and the specified ramp-down period detailed in the bridge contract, we could lower the rating if the county does not secure a more long-term contract for the operations of both RCDC I, II, and III, such that we believe bond payments may become impaired due a lack of incoming revenue. "If RCDC is awarded the new contract, but the scope of usage is reduced such that fixed costs cannot be met, we would also likely lower the rating, reflecting the potential dilution to the finances and facility's reduced essentiality. Should the county secure a more long-standing contract and operations continue without interruption, or there is more stability within the federal prison sector, we could revise the outlook to stable." RENT-A-CENTER INC: Egan-Jones Lowers Sr. Unsec. Ratings to B- ------------------------------------------------------------- Egan-Jones Ratings Company, on Nov. 13, 2017, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Rent-A-Center Inc. to B- from B. Previously, on Aug. 30, 2017, EJR lowered the senior unsecured debt ratings on the Company to B from B+. EJR also lowered the foreign currency and local currency commercial paper ratings on the Company to B from A3. Rent-A-Center, Inc. operates franchised and company-owned Rent-A-Center and ColorTyme rent-to-own merchandise stores. The Company's stores offer home electronics, appliances, furniture, and accessories under flexible rental purchase agreements. Rent-A-Center operates across the United States and Puerto Rico. RICE ENERGY: Moody's Withdraws B1 Corporate Family Rating --------------------------------------------------------- Moody's Investors Service has withdrawn all of its ratings for Rice Energy Inc. (Rice). The withdrawals follow Rice's acquisition by EQT Corporation (EQT, Baa3 stable) in November 2017 and the repayment of all of Rice's rated debt. Withdrawals: Issuer: Rice Energy Inc. -- Corporate Family Rating, Withdrawn, previously rated B1, on review for upgrade -- Probability of Default Rating, Withdrawn, previously rated B1- PD, on review for upgrade -- Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 Outlook Actions: Issuer: Rice Energy Inc. -- Outlook, Changed To Rating Withdrawn From Rating Under Review RATINGS RATIONALE On November 13, 2017, EQT acquired Rice following approval by the stockholders of EQT and Rice. All of the outstanding Rice senior notes were called for redemption by Rice prior to the close of the acquisition and have now been redeemed. Rice Energy Inc. is an independent exploration and production company in the Appalachian Basin that was acquired by EQT Corporation in November 2017. ROOSTER ENERGY: Units Stipulate on Extension of DIP Loan Maturity ----------------------------------------------------------------- BankruptcyData.com reported that Rooster Energy's affiliates Cochon Properties and Morrison Well Services filed with the U.S. Bankruptcy Court a second stipulation by and between Angelo, Gordon Energy Servicer, Rooster Energy, Cochon Properties and Morrison Well Services. BankruptcyData relates that the stipulation notes, "On October 11, 2017, the Debtors filed the Stipulation Extending Expiration Date of the Final DIP Order [Docket No. 491] extending the Expiration Date from September 29, 2017 through and including the earlier of (a) notice of the occurrence of an Event of Default or (b) October 31, 2017, at 4:00 p.m. (Central Time), unless extended by written agreement of the Debtors and the Administrative Agent, in its discretion but at the direction of the Requisite Holders. The Debtors and the Administrative Agent, at the direction of the Requisite Holders, hereby stipulate and consent to an extension of the Expiration Date from October 31, 2017 through and including the earlier of (a) notice of the occurrence of an Event of Default or (b) December 31, 2017, at 4:00 p.m. (Central Time), unless extended by written agreement of the Debtors and the Administrative Agent, in its discretion but at the direction of the Requisite Holders." About Rooster Energy Houston, Texas-based Rooster Energy Ltd. -- http://www.roosterenergyltd.com/-- is an integrated oil and natural gas company with an exploration and production (E&P) business and a downhole and subsea well intervention and plugging and abandonment service business. The Company's operations are located in the state waters of Louisiana and the shallow waters of the Gulf of Mexico, mature regions that have produced since 1936. Rooster Energy, L.L.C., Rooster Energy Ltd., and five other affiliates sought Chapter 11 protection (Bankr. W.D. La. Lead Case No. 17-50705) on June 2, 2017. Kenneth F. Tamplain, Jr., president and chief executive officer, signed the petitions. In its petition, Rooster Energy L.L.C. estimated $50 million to $100 million in liabilities. Jan M. Hayden, Esq., Lacey Rochester, Esq., Susan C. Mathews, Esq., and Daniel J. Ferretti, Esq., at Baker Donelson Bearman Caldwell & Berkowitz, P.C., serve as bankruptcy counsel. Opportune LLP has been tapped as restructuring advisor. Donlin Recano & Company, Inc., serves as claims, noticing and solicitation agent. On June 23, 2017, the U.S. Trustee appointed three creditors to serve in the official committee of unsecured creditors of the Rooster Petroleum case. On June 22, 2017, the U.S. Trustee appointed two creditors to serve in the official committee of unsecured creditors of the Cochon Properties case. ROSETTA GENOMICS: David Sidransky Quits as Director --------------------------------------------------- Dr. David Sidransky, M.D., notified Rosetta Genomics Ltd. that he was resigning as a director, effective Nov. 13, 2017, due to other professional obligations. Dr. Sidransky's resignation from the Boards of Directors did not result from any disagreement with the Company, the Company's management or the Board of Directors, according to a Form 6-K report filed with the U.S. Securities and Exchange Commission. About Rosetta Genomics Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA-certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics reported a net loss of US$16.23 million on US$9.23 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of US$17.34 million on US$8.26 million of total revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Rosetta had US$6.20 million in total assets, US$5.11 million in total liabilities and US$1.09 million in total shareholders' equity. Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, in Tel-Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has recurring losses from operations and has limited liquidity resources that raise substantial doubt about its ability to continue as a going concern. SABLE NATURAL: Seeks Exclusivity Extn. Thru Dec. 21, UST Objects ---------------------------------------------------------------- BankruptcyData.com reported that Sable Natural Resources is seeking an extension of the deadline to obtain approval of its Disclosure Statement for an additional 45 days, to Dec. 21, 2017; and the deadline to confirm its Plan of Reorganization to Feb. 4, 2018. BankruptcyData related that the Debtor has identified an investor who is willing to help fund its Plan. In a separate report, BankruptcyData related that the U.S. Trustee assigned to the Sable Natural Resources case filed with the U.S. Bankruptcy Court an objection to the Company's motion to extend or limit the exclusivity period. The Trustee asserts, "The Court should deny the Motion because the Motion represents further delay and because Debtor is delinquent in providing proof of insurance to the United States Trustee, which is cause to dismiss or convert this case. Both the first and the second requests for extension of time were made at the last minute (or one day late in the case of the first extension). The request for a second extension of time represents further delay in a case that is already a year old and marked by inactivity. The Debtor failed to take advantage of its first extension by failing to obtain a new setting of its disclosure statement. Instead, the Debtor allowed the first extension to run and now seeks an additional extension of 45 additional days at a time when the Debtor has failed to meet its administrative obligation to provide updated proof of insurance to the United States Trustee after multiple requests, which itself forms grounds for dismissal or conversion." About Sable Natural Resources Sable Natural Resources Corp. acquires, develops and produces oil and natural gas reserves from wells in carbonate reservoir. Sable Natural Resources filed for Chapter 11 protection (Bankr. N.D. Tex. Case No. 16-34422) on Nov. 11, 2016. The Company is represented by Joyce Lindauer of Joyce W. Lindauer Attorney, PLLC. The Debtor disclosed $20.24 million in assets and $3.19 million in liabilities. Subsidiary Sable Operating previously filed a Chapter 11 petition on Aug. 28, 2015, and emerged from that bankruptcy on Nov. 1, 2016. SANDRIDGE ENERGY: Egan-Jones Hikes Sr. Unsec. Debt Ratings to BB- ----------------------------------------------------------------- Egan-Jones Ratings Company, on Aug. 28, 2017, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by SandRidge Energy Inc. to BB- from B. SandRidge Energy, Inc. is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma, with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale. SEADRILL LTD: Egan-Jones Cuts Sr. Unsecured Debt Ratings to D ------------------------------------------------------------- Egan-Jones Ratings Company, on Sept. 13, 2017, lowered the foreign currency and local currency senior unsecured ratings on debt issued by Seadrill Ltd. to D from CC. Previously, on Aug. 29, 2017, EJR lowered the senior unsecured ratings on the Company's debt to CC from CCC+. It also downgraded the foreign currency and local currency commercial paper ratings on the Company to D From C. About Seadrill Limited Seadrill Limited is a deepwater drilling contractor, providing drilling services to the oil and gas industry. It is incorporated in Bermuda and managed from London. Seadrill and its affiliates own or lease 51 drilling rigs, which represents more than 6% of the world fleet. As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled individuals across 22 countries and five continents to operate their drilling rigs and perform various other corporate functions. As of June 30, 2017, Seadrill had $20.71 billion in total assets, $10.77 billion in total liabilities and $9.94 billion in total equity. Seadrill reported a net loss of US$155 million on US$3.17 billion of total operating revenues for the year ended Dec. 31, 2016, following a net loss of US$635 million on US$4.33 billion of total operating revenues for the year ended in 2015. After reaching terms of a reorganization plan that would restructure $8 billion of funded debt, Seadrill Limited and 85 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-60079) on Sept. 12, 2017. Together with the chapter 11 proceedings, Seadrill, North Atlantic Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan")commenced liquidation proceedings in Bermuda to appoint Joint provisional liquidators and facilitate recognition and implementation of the transactions contemplated by the RSA and Investment Agreement. Simon Edel, Alan Bloom and Roy Bailey of Ernst & Young serve as the joint and several provisional liquidators. In the Chapter 11 cases, the Company has engaged Kirkland & Ellis LLP as legal counsel, HoulihanLokey, Inc. as financial advisor, and Alvarez &Marsal as restructuring advisor. Willkie Farr & Gallagher LLP, serves as special counsel to the Debtors. Slaughter and May has been engaged as corporate counsel, and Morgan Stanley serves as co-financial advisor during the negotiation of the restructuring agreement. Advokatfirmaet Thommessen AS serves as Norwegian counsel. Conyers Dill & Pearman serves as Bermuda counsel. PricewaterhouseCoopers LLP UK, serves as the Debtors' independent auditor; and Prime Clerk is their claims and noticing agent. On September 22, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Kramer Levin Naftalis& Frankel LLP, as counsel; Cole Schotz P.C. as local and conflict counsel; Zuill& Co. as Bermuda counsel; Quinn Emanuel Urquhart & Sullivan, UK LLP as English counsel; Advokatfirmaet Selmer DA as Norwegian counsel; and Perella Weinberg Partners LP as investment banker. SOUTHCROSS ENERGY: Tailwater Owns 72% of Units as of Nov. 13 ------------------------------------------------------------ TW Southcross Aggregator LP, TW/LM GP Sub, LLC, Tailwater Energy Fund I LP, TW GP EF-I, LP, TW GP EF-I GP, LLC, TW GP Holdings, LLC, Tailwater Holdings, LP, Tailwater Capital LLC, Jason H. Downie and Edward Herring reported in a Schedule 13D/A filed with the Securities and Exchange Commission that they indirectly beneficially own 57,040,968 common units representing limited partner interests in Southcross Energy Partners, L.P., constituting 72.1% based upon 48,614,187 Common Units, 18,335,181 Class B Convertible Units and 12,213,713 Subordinated Units outstanding as of Nov. 13, 2017. TW Southcross, et al. may be deemed to indirectly beneficially own the Common Units, Class B Convertible Units and Subordinated Units as a result of their relationship with Southcross Holdings Borrower LP, which is the direct owner of 26,492,074 common units representing limited partner interests, 18,335,181 Class B convertible units representing limited partner interests and 12,213,713 subordinated units representing limited partner interests in the Issuer. On Nov. 11, 2017, SHB received an additional 315,370 Class B PIK Units as distributions on the Class B Convertible Units. A full-text copy of the regulatory filing is available at: https://is.gd/qxN3CW About Southcross Energy Partners Southcross Energy Partners, L.P. -- http://www.southcrossenergy.com/-- is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services. It also sources, purchases, transports and sells natural gas and NGL. Its assets are located in South Texas, Mississippi and Alabama and include two gas processing plants, one fractionation plant and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross is headquartered in Dallas, Texas. Southcross Energy reported a net loss of $94.94 million for the year ended Dec. 31, 2016, following a net loss of $55.49 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Southcross Energy had $1.11 billion in total assets, $596.78 million in total liabilities and $516.72 million in total partners' capital. * * * As reported by the TCR on Feb. 28, 2017, S&P Global Ratings said that it affirmed its 'CCC+' corporate credit and senior secured issue-level ratings on Southcross Energy Partners L.P. The outlook is stable. The rating action reflects S&P's view that the recent credit agreement amendment limits the likelihood of a default in the next two years as the partnership will have an improved liquidity position and need no longer adhere to its leverage covenants. The TCR reported on Jan. 13, 2016, that Moody's Investors Service downgraded Southcross Energy's Corporate Family Rating to 'Caa1' from 'B2'. Southcross' Caa1 CFR reflects its high financial leverage, limited scale, concentration in the Eagle Ford Shale and Moody's expectation of continued high leverage and challenging industry conditions into 2017. SUNVALLEY SOLAR: Will File Form 10-Q Within Extension Period ------------------------------------------------------------ SunValley Solar, Inc., was unable to compile the necessary financial information required to prepare a complete filing of its quarterly report on Form 10-Q for the period ended Sept. 30, 2017. Thus, the Company would be unable to file the periodic report in a timely manner without unreasonable effort or expense. The Company expects to file within the extension period. About Sunvalley Solar Sunvalley Solar, Inc., is a California-based solar power technology and system integration company. Since the inception of its business in 2007, the company has focused on developing its expertise and proprietary technology to install residential, commercial and governmental solar power systems. Sunvalley Solar reported a net loss of $999,000 on $8.49 million of revenue for the year ended Dec. 31, 2016, compared to net income of $195,800 on $5.78 million of revenue for the year ended Dec. 31, 2015. As of June 30, 2017, Sunvalley Solar had $5.69 million in total assets, $4.68 million in total liabilities and $1.01 million in total stockholders' equity. Sadler, Gibb & Associates, LLC, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The Company has suffered net losses and has accumulated a significant deficit. The auditors said these factors raise substantial doubt about the Company's ability to continue as a going concern. VELOCITY POOLING: S&P Lowers CCR to 'D' Amid Chapter 11 Filing -------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Coppell, Texas-based Velocity Pooling Vehicle LLC to 'D' from 'CCC'. At the same time, S&P lowered the first lien issue-level ratings to 'D' from 'CCC' and the second lien issue-level ratings to 'D' from 'CC'. The downgrade reflects Velocity's bankruptcy filing. Velocity plans to eliminate about $300 million of outstanding debt through a debt for equity exchange and emerge with new owners and a new board of directors. Velocity has secured up to $135 million in debtor in possession financing in order to provide liquidity through the bankruptcy process. VERN'S AUTO: Taps Malaise Law Firm as Legal Counsel --------------------------------------------------- Vern's Auto Repair, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Malaise Law Firm as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the formulation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Steven Cennamo $275 J. Todd Malaise $275 Legal Assistant $60 Steven Cennamo, Esq., disclosed in a court filing that he does not represent any interest adverse to the Debtor. The firm can be reached through: Steven G. Cennamo, Esq. Malaise Law Firm 909 N.E. Loop 410, Suite 300 San Antonio, TX 78209 Tel: (210) 732-6699 Fax: (210) 732-5826 About Vern's Auto Repair LLC Vern's Auto Repair, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-52471) on October 26, 2017. Joseph D. Fontenot, its managing member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Ronald B. King presides over the case. VISION QUEST: Taps Auction Advisors as Auctioneer ------------------------------------------------- Vision Quest Lighting, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire an auctioneer. The Debtor proposes to employ Auction Advisors, LLC to market and sell through public auction substantially all of its assets, including fixtures, furniture and equipment at its manufacturing center and office in Ronkonkoma, New York. Auction Advisors will receive a commission in the form of a buyer's premium, which is 10% of the gross sales price of the assets; and a seller's commission of 10% of the gross sales price. Joshua Olshin, managing partner of Auction Advisors, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Joshua Olshin Auction Advisors, LLC 1350 Avenue of the Americas, Second Floor New York, NY 10019 Phone: 800-862-4348 About Vision Quest Ronkonkoma, New York-based Vision Quest Lighting -- http://www.vql.com/-- d/b/a E-Quest Lighting, is a custom lighting manufacturer in the United States with a client base that includes hotel and hospitality, national retail account brands, corporate offices and high-end residential projects. The company was founded Larry Lieberman. Starting as an engineering company specializing in theatrical lighting in 1996, VQL created unique lighting effects that are still used today all over the world. In 2005 VQL expanded its services into architectural lighting and has since expanded from a small engineering office to a 20,000-square foot manufacturing facility on Long Island in New York. Vision Quest Lighting filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 17-73967) on June 28, 2017, estimating its assets at between $500,000 and $1 million and its liabilities at between $1 million and $10 million. The petition was signed by Lawrence Lieberman, its president. Judge Louis A. Scarcella presides over the case. Ronald J. Friedman, Esq., and Brian Powers, Esq., at SilvermanAcampora LLP, serve as the Debtor's bankruptcy counsel. The Debtor hired Paritz & Company, P.A. as its accountant. VISTA OUTDOOR: S&P Lowers Corp. Credit Rating to B+, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Farmington, Utah-based Vista Outdoor Inc. by two notches to 'B+' from 'BB'. The outlook is stable. S&P said, "We lowered the issue-level ratings on the company's $640 million term loan A and $400 million revolver due in 2021 to 'BB' from 'BBB-'. The '1' recovery ratings indicate our expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. We lowered our issue-level rating on the company's $350 million senior unsecured notes due in 2023 to 'B-' from 'BB' and revised the recovery rating to '6' from '3'. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "As of Oct. 1, 2017, we estimate that the company had $1.2 billion in adjusted debt outstanding. "The downgrade reflects our expectation that operating performance will remain weak during the remainder of the fiscal year ending March 31, 2018. We forecast that leverage will likely approach 5x by the end of the year, well above our previous expectation of around 4x. While the company's cash flow improved during the second quarter ended Oct. 1, 2017, as the company sold through excess inventory from fiscal 2017, its EBITDA dropped by over 45% during the quarter. We now expect the company to generate at least $150 million in FOCF for the year, down from over $175 million previously. The company lowered its guidance because of continued ammunition market contraction from high inventory levels, especially in the wholesale channels, and pricing and promotional pressures at retail. The company has had to promote to retain its market share, resulting in gross margin contraction. It is unclear when the inventory overhang in the industry will cycle through and when the market will recover, but we believe the company is near the bottom of the cycle. The company also experienced a 9% drop in revenues in the outdoor products segment due to lower hunting and shooting accessory sales, as consumers shift to firearm purchases because of heavy discounting. As a result, the company recorded a $152 million impairment of intangible assets its hunting and shooting accessory and sports protection businesses. Because of lower sales volumes, promotional pricing, and lower fixed overhead absorption in its ammunition factories, we do not believe that Vista's profitability will improve until at least fiscal 2019. "The stable outlook reflects our belief that operating performance should improve as the ammunition market will likely recover while excess inventory is sold down. We also believe that the company could obtain an amendment on its financial covenants as necessary to maintain adequate liquidity. Additionally, if the company achieves asset sales, we expect excess proceeds to be applied to debt reduction, which should aid in some deleveraging. We also assume that management would not engage in a leveraging transaction such as additional large, debt-financed acquisitions or leveraged sale of the business. "We could lower the ratings if the company breaches its covenants because it is unable to repay revolver borrowings. We believe this could occur if the demand for ammunition continues to shrink and the company can't sell the remainder of its excess inventory; if demand for hunting and shooting accessories drops; or if competition from alternative channels escalates, resulting in leverage sustained above 5x. We could also lower the ratings if the company demonstrates a more aggressive financial policy and makes a debt-funded acquisition with minimal EBITDA contribution, or if it unexpectedly adopts a more shareholder-friendly financial policy, despite its already elevated leverage levels. "Although unlikely over the next year, we could consider raising the ratings if the company restores its profitability and cash flows to the point it can lower debt, resulting in leverage sustained below 4x. We believe the company would need to maintain EBITDA margin above 10% from reducing general and administrative costs, improving its fixed overhead absorption in its plants, restoring revenue growth, and generating at least $150 million in FOCF. We would also expect management to maintain a financial policy supportive of maintaining leverage below 4x, including applying asset sale proceeds to debt reduction and not adopting aggressive shareholder policies. Based on our forecast, we do not anticipate this improvement until fiscal 2020 or later." VSC-5 LLC: Case Summary & 5 Unsecured Creditors ----------------------------------------------- Debtor: VSC-5, LLC 1120 Welsh Road, Suite 170 North Wales, PA 19454 Type of Business: VSC-5, LLC is affiliated with Spectrum Alliance, L.P., which sought bankruptcy protection on June 20, 2017 (Bankr. E.D. Pa. Case No. 17-14250). Formed in 2001, Spectrum is a private, open- ended investment fund that owns entities that hold real estate assets in New Jersey, Pennsylvania, and Delaware. Case No.: 17-17848 Chapter 11 Petition Date: November 17, 2017 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Ashely M. Chan Debtor's Counsel: Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: 215-557-3551 E-mail: aciardi@ciardilaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Robert T. Wrigley, manager of sole member, Spectrum Alliance, LP. A copy of the Debtor's list of five unsecured creditors is available for free at: http://bankrupt.com/misc/paeb17-17848_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb17-17848.pdf WALKER & DUNLOP: Moody's Hikes CFR and Secured Debt Rating to Ba2 ----------------------------------------------------------------- Moody's Investors Service upgraded Walker & Dunlop, Inc.'s senior secured loan and corporate family ratings to Ba2 from Ba3, concluding the review for upgrade initiated on Aug. 11, 2017. The outlook on all ratings is stable. Upgrades: Issuer: Walker & Dunlop, Inc. -- Corporate Family Rating, Upgraded to Ba2 from Ba3 -- Senior Secured Bank Credit Facility, Upgraded to Ba2, stable, from Ba3, Rating Under Review Outlook Actions: Issuer: Walker & Dunlop, Inc. -- Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The upgrade reflects Walker & Dunlop's sustained, solid financial performance along with the resilience of the company's financial profile to withstand a significant decline in its agency multifamily mortgage banking origination business. The Ba2 ratings reflect the company's solid franchise position, strong profitability, solid capital level and sound credit risk management. Offsetting these positives is the company's high reliance on confidence-sensitive wholesale funding and mono-line focus on the commercial real estate finance market. Walker & Dunlop is a commercial real estate finance company with a long history in multifamily finance. The company's core business consists of originating and servicing loans for apartment communities backed by Fannie Mae and Freddie Mac. Over the last several years, the company has grown rapidly as well as broadened its commercial mortgage brokerage and investment sales businesses. While the company remains highly dependent on its GSE mortgage banking activity, the expansion of its product offerings strengthens the company's multifamily mortgage franchise and provides it with modest additional revenue diversification. The firm's business model faces some uncertainty surrounding the future of Fannie Mae and Freddie Mac in multifamily finance. As well, there is a high degree of competition from banks, conduits, life insurance companies and other financial entities. Ratings could be upgraded if Walker & Dunlop meaningfully lengthens its warehouse funding facilities as well as diversifies its funding to include senior unsecured debt and materially reduces encumbered asset levels, while maintaining profitability, asset quality strength and TCE/TMA remains above 20%. Moody's would likely lower Walker & Dunlop's ratings should the company's underwriting standards deteriorate or should the firm become significantly more reliant on securitization markets relative to its multifamily platform. In addition, a decline in asset quality, which causes a meaningful increase in problem loans or reduces liquidity, would also create downward pressure on the ratings. The principal methodology used in these ratings was Finance Companies published in December 2016. WEIGHT WATCHERS: Financing Mix Shift No Impact on Moody's B1 CFR ---------------------------------------------------------------- Moody's Investors Service said Weight Watchers International, Inc.'s plan to increase its senior secured term loan by $200 million while decreasing the senior unsecured note by the same amount has a mixed and marginal credit impact, so the ratings, including the B1 Corporate Family rating, Ba3 senior secured and B3 senior unsecured, and the stable ratings outlook, are unchanged at this time. Weight Watchers is a provider of weight management services. Moody's expects revenue for 2018 to approach $1.4 billion. XCELERATED LLC: Exclusive Plan Filing Deadline Extended to Jan. 29 ------------------------------------------------------------------ The Hon. Gregory R. Schaaf of the U.S. Bankruptcy Court for the Eastern District of Kentucky has extended, at the behest of Xcelerated, LLC, the exclusive periods for the Debtors to file a Chapter 11 plan and solicit acceptances of that plan for a period of three months or to Jan. 29 and March 26, 2018, respectively. As reported by the Troubled Company Reporter on Oct. 30, 2017, the Debtor sought the extension, saying that it intends to pursue a sale under Section 363 of the U.S. Bankruptcy Code. Although the Debtor has not yet completed negotiations with creditors regarding a sale process, Chapter 11 plan, and the Debtor's exit-strategy from the Chapter 11 case, the Debtor believes that it will reach a consensus with these parties and that it will be able to propose a confirmable plan. About Xcelerated LLC Xcelerated, LLC -- http://www.xcelerated.com-- is a provider of data hygiene and data enhancement services including Black Book, Blue Book, C.A.R.S. and AutoVINdication. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 17-20886) on June 29, 2017. Pam Lang, its managing member, signed the petition. At the time of the filing, the Debtor disclosed it had estimated assets of less than $1 million and liabilities of $1 million to $10 million. Bingham Greenebaum Doll LLP is the Debtor's bankruptcy counsel. The Hon. Gregory R. Schaaf presides over the case. YONG XIN: Case Summary & 5 Unsecured Creditors ---------------------------------------------- Debtor: Yong Xin Investment Group, LLC 2500 E Vine Ave West Covina, CA 91791 Type of Business: Yong Xin Investment Group, LLC is a California Domestic Limited Liability Company founded in 2013 engaged in the real estate business. The company owns 40 acres of land in Hacienda Heights, California, valued by the company at $6.50 million. Qing Zhang holds 90% LLC membership interest in Yong Xin Investment. The remaining 10% is held by Howard Shih. Chapter 11 Petition Date: November 20, 2017 Case No.: 17-24288 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Robert N. Kwan Debtor's Counsel: James S Yan, Esq. LAW OFFICES OF JAMES S. YAN 980 S Arroyo Pkwy, Ste 250 Pasadena, CA 91105 Tel: 626-405-0872 Fax: 626-405-0970 E-mail: jsyan@msn.com Total Assets: $6.52 million Total Liabilities: $8.02 million The petition was signed by Howard Shih, manager. A full-text copy of the petition, along with a list of five unsecured creditors, is available for free at http://bankrupt.com/misc/cacb17-24288.pdf ZETTA JET: Gets Commitment for $8.5M Scout Aviation Financing ------------------------------------------------------------- Zetta Jet, a global leader in private international, business and luxury air travel, disclosed that its existing lessor Scout Aviation II, LLC, has committed to provide up to $8.5 million in post-petition financing. The financing, subject to Bankruptcy Court approval, will enable the Company to satisfy customary obligations associated with the daily operations of its business, including the timely payment for aircraft usage, fuel, post-petition goods and services, employee wages and other obligations. "With the help of my advisors, the management team and I have been working on a business plan to restore the company to profitability," said Zetta Jet's Chapter 11 Trustee Jonathan King. "We have already begun restructuring our aircraft fleet to operate more efficiently and otherwise reduce redundant costs. Now with funding in place, the company will have financial resources to implement that plan and sufficient liquidity to fund the Company through a competitive sale process culminating in emergence under a plan of reorganization. Through this process, we hope to preserve and harvest the going concern value of Zetta Jet to maximize recoveries for the Company's stakeholders, continue to provide a superior product for our valued customers for years to come, and minimize any disruption to our employees, vendors and other constituents." As described in the financing term sheet, Scout Aviation will sponsor the Company's restructuring plan, acting as a stalking horse bidder. As required under Chapter 11, Zetta Jet will establish a sale process, which will be subject to approval by the Bankruptcy Court, and it intends to file a motion seeking approval of bidding procedures shortly. The Company hopes to emerge from Chapter 11 in February 2018. "Scout Aviation has been a good business partner to the Company and this financing commitment demonstrates its continued confidence in the Company, the exceptional experience Zetta Jet provides travelers worldwide, and its ability to achieve its potential," King said. "I also want to recognize the hard work and dedication of management, led by co-founders Matthew Walter and James Seagrim, and all the Zetta Jet employees that have worked tirelessly to ensure that the Company has had no service interruptions and maintained its ARGUS Platinum rating as well as Wyvern Wingman and IS-BAO safety ratings throughout the restructuring process." The Company said that it filed a motion in the U.S. Bankruptcy Court for the Central District of California, seeking interim approval in November to use up to $4.5 million of the $8.5 million financing commitment with final approval of the full amount of the financing commitment in December. Mr. King is represented by Michael B. Cox and David Fowkes at Seabury Consulting Group and John K. Lyons, Robbin L. Itkin, and Stuart Brown at DLA Piper LLP (US). About Zetta Jet USA, Inc. Headquartered in Singapore, Zetta Jet claims to be the world's first truly personalized private airline. Zetta Jet promises to deliver the ultimate in bespoke luxury experiences to a discerning clientele with its unique experience that combines the dedicated Asian service philosophy with the flexibility and 'can-do' spirit of the U.S., adorned with the glamour of Europe's enduring chic on its Bombardier fleet with ultra-long range intercontinental capabilities across the Pacific Rim. Zetta Jet is a FAA-certificated air carrier and the first only part 135 operator authorized to conduct Polar flights, enabling Zetta Jet to optimize routes without limitation. The Company has offices both in Los Angeles and Singapore, and a network of sales and support offices in New York, London, San Jose, Harbin and Singapore. Burbank, California-based Zetta Jet USA, Inc., and its Singapore-based parent, Zetta Jet Pte. Ltd, filed voluntary bankruptcy petitions under Chapter 11 of the U.S. Bankruptcy Code in Los Angeles (Bankr. C.D. Cal. Case No. 17-21386 and 17-21387) on Sept. 15, 2017. Zetta Jet PTE and Zetta Jet USA each estimated assets and debt of $50 million to $100 million. Levene, Neale, Bender, Yoo & Brill L.L.P, serves as counsel to the Debtors. Peter C. Anderson, U.S. Trustee for the Central District of California, on Oct. 12, 2017, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Zetta Jet USA, Inc., and its debtor-affiliates. The Committee hired Pachulski Stang Ziehl & Jones LLP, as counsel. Jonathan D. King, the Chapter 11 Trustee of Zetta Jet USA, Inc., and its debtor-affiliates, hired DLA Piper LLP (US), as counsel; and Seabury Corporate Finance LLC and Seabury Securities LLC, as financial advisor and investment banker. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***