/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171204.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, December 4, 2017, Vol. 21, No. 337 Headlines 1776 AMERICAN: $115,000 Sale of Houston Property to Ranbinc Okayed 417 RENTALS: Debtor, Lender Agree to Proceed with Sale 654 SARATOGA ROAD: Rental Revenues to Fund Plan Payments A-OK ENTERPRISES: $2.5-Mil. Sale of Wichita Assets Approved ACI CONCRETE: Seeks to Hire Schwing America as Broker ADVANCE SPECIALTY: Case Summary & 20 Largest Unsecured Creditors ADVANTAGE SALES: S&P Retains 'B' CCR on Watch Positive Pending IPO ALBAUGH LLC: S&P Rates New Sr. Secured Credit Facilities at 'BB' ALEVO MANUFACTURING: Hilco Joint Venture to Liquidate Assets ALLURE NAIL: Case Summary & 20 Largest Unsecured Creditors AMERICAN FUEL: Seeks to Use Cash Collateral Through Dec. 30 ARABELLA EXPLORATION: Needs to Use Platinum Partners' Cash ARROWHEAD HOLDING: Taps Allen P. Turnage as Legal Counsel AUTO STRAP: Voluntary Chapter 11 Case Summary B. LANE INC: Taps Lowenstein Sandler as Legal Counsel BAILEY'S EXPRESS: Court OK's Second Amended Disclosure Statement BEST ROAD VIEW: Disclosure Statement Hearing Moved to Jan. 3 BILL BARRETT: Posts Updated Corporate Presentation BILLNAT CORP: Committee Taps Pepper Hamilton as Legal Counsel BIOSCRIP INC: Appoints Harriet Booker as Chief Operating Officer BOWLING GREEN: Dec. 11 PCO Hearing for Preferred Care BREVARD COLLEGE: Fitch Affirms BB- Rating on $7.56MM Revenue Bonds BROOKLYN NAVY YARD: S&P Raises Debt Rating to B+, Outlook Positive CAMBER ENERGY: Completes Coyle Field Workovers CAMPBELLTON-GRACEVILLE: Committee Taps Colaborate as Consultant CARDTRONICS INC: Moody's Lowers Corporate Family Rating to Ba3 CARRINGTON FARMS: Court OKs Disclosures; Plan Hearing on Jan. 10 CBSA FAMILY: Wants to Use Rental Revenue to Pay PBC CDR HRB HOLDINGS: S&P Lowers CCR to 'B-' & Debt Rating to 'CCC' CHANNEL TECHNOLOGIES: Hearing on Plan Outline OK Set for Dec. 13 CHG HEALTHCARE: S&P Rates $200MM First-Lien Term Loan 'B' CHRISTOPHER RIDGEWAY: Can't Appeal Common Core Doctrine Ruling COACH LAMP INN: Taps Leyden Law as Special Counsel COASTAL STAFFING: Taps Kilmer Crosby as Legal Counsel COMPASS POWER: S&P Assigns Prelim BB- Rating on $700MM Term Loan B COMSTOCK MINING: Regains Compliance with NYSE Listing Rule CONCENTRA INC: S&P Affirms 'B+' CCR, Off Watch Negative CORBETT-FRAME INC: Wants to Continue Using Cash Through Dec. 31 CYTORI THERAPEUTICS: Creates New Series B Conv. Preferred Stock CYTORI THERAPEUTICS: Obtains $8.9 Million From Rights Offering DAVE'S AUTOMOTIVE: Jan. 9 Plan Confirmation Hearing DECK CHASSIS: Moody's Affirms B1 CFR; Outlook Stable DECK CHASSIS: S&P Affirms 'BB-' CCR, Off CreditWatch Negative DEMAY INC: Plan and Disclosures Hearing Set for Jan. 3 DEXTERA SURGICAL: Falls Short of Nasdaq's Bid Price Requirement DOGGY CARE: Taps Scura Wigfield as Legal Counsel EAST OAKLAND FAITH: Taps Lawrence L. Szabo as Legal Counsel ENCLAVE BUSINESS: Gets Approval to Hire Tarpy Cox as Legal Counsel ENCLAVE BUSINESS: Taps Property Services Group as Appraiser EXGEN TEXAS: Exelon Bid to Open Dec. 18 Auction of Handley Assets FAVORITE SPOT: Seeks to Hire KHA as Accountant FIGUEROA TOWER: Cal. App. Affirms Judgment in Favor of ABM FLOOR & DECOR: Moody's Hikes CFR and Sr. Sec. Term Loan to B1 FURNITURE BOUTIQUE: Case Summary & 2 Largest Unsecured Creditors GAETANO BUSINESS: Taps Jason McFarlin as Legal Counsel GENERAC POWER: S&P Affirms BB- Corp Credit Rating, Outlook Stable GENERAL NUTRITION: Moody's Cuts CFR to B2; Outlook Negative GIGAMON INC: S&P Assigns 'B-' CCR, Outlook Stable GOODWILL INDUSTRIES: Exclusive Plan Filing Period Moved to March 9 HARD ROCK EXPLORATION: May Use Cash Collateral Until Dec. 15 HBCU PROPERTIES: Taps Greg T. Bailey as Legal Counsel ICAHN ENTERPRISES: S&P Rates Proposed Senior Unsecured Notes 'BB+' JOHN Q. HAMMONS: Wants Access to Cash Collateral Through Dec. 31 JOLIVETTE HAULING: Proposes Online Auction for Personal Assets KDM CONSTRUCTION: Taps Geiger Law as Legal Counsel KENT LINDEMUTH: Government Loses Bid to Strike Expert Testimony KODY BRANCH: Taps Levene Neale as Legal Counsel LADY LIBERTY ACADEMY: S&P Withdraws 'B-' Revenue Bond Rating LAUREL OF ASHEVILLE: Taps Pitts Hay as Legal Counsel LB VENTURES: Selling Quincy Property for $930,000 LEARFIELD COMMUNICATIONS: S&P Affirms 'B' CCR on Term Loan Add-On LECENTRE ON FOURTH: Hearing on Bidding Protocol Continued Sine Die LIFE PARTNERS: Court Dismisses Trust's Clawback Suit v ASF, et al. LIFE PARTNERS: Trust Loses Clawback Suit vs 72 Vest, et al LIFE PARTNERS: Trust's Clawback Suit v J. Sundelius, et al., Junked MAC ACQUISITION: Committee Taps Bayard as Co-Counsel MAC ACQUISITION: Committee Taps Kelley Drye as Lead Counsel MESAW LLC: Taps Scura Wigfield as Legal Counsel MOREHEAD MEMORIAL: May Use Cash Collateral Through Dec. 15 MOREHEAD MEMORIAL: Taps Norton Rose as Special Counsel MTN INFRASTRUCTURE: S&P Affirms 'B' Senior Secured Debt Rating NAVITAS MIDSTREAM: Moody's Assigns B3 Corporate Family Rating NEENAH ENTERPRISES: S&P Raises CCR to 'B' on Improving End Markets NEIGHBORS' CONSEJO: Disclosures OK'd; Dec. 21 Plan Hearing NEUBERGER BERMAN 26: S&P Assigns BB- (sf)Rating on Class E Notes NEXT COMMUNICATIONS: Seeks March 30 Plan Exclusivity Extension NOVABAY PHARMACEUTICALS: Appoints New Chief Commercial Officer NRG ENERGY INC: S&P Rates Senior Unsecured Notes 'BB-' OAK CLIFF DENTAL: Taps John Permenter as Accountant OMINTO INC: Incurs $1.1 Million Net Loss in Third Quarter ONE HORIZON: CEO Mark White Provides Update to Shareholders OSSO LLC: Jan 17 Hearing on Final Approval of Disclosures OTERO COUNTY: QHR Not Guilty of Policy Limits Misrepresentation OXFORD FINANCE: Moody's Assigns Ba3 CFR; Outlook Stable OXFORD FINANCE: S&P Rates New Senior Unsecured Notes at 'B+' PAL HEALTH: Case Summary & 20 Largest Unsecured Creditors PARALLAX HEALTH: Incurs $2.2 Million Net Loss in Q3 2016 PAROLE BESTGATE: Court Approves Disclosure Statement PETROQUEST ENERGY: Reverse Stock Split Ratified by Stockholders PHILADELPHIA ENERGY: Moody's Cuts CFR to Ca on High Default Risk PIONEER ENERGY: Provides Operations Update & Recent Developments PITTSBURGH PROPERTY: Taps Michael Nicolella as Appraiser PLAZA LIQUORS: Case Summary & 13 Largest Unsecured Creditors PQ CORP: Moody's Rates Proposed $300MM Senior Unsecured Notes Caa1 PQ CORP: S&P Rates Proposed $300MM Senior Unsecured Notes 'B' PRECIPIO INC: May Issue 666,666 Shares Under Stock Incentive Plan PREFERRED VINTAGE: Taps Michael C. Fallon as Legal Counsel PROAMPAC PG: Moody's Affirms B3 CFR; Outlook Stable PROPEL SCHOOLS: S&P Affirms Revenue Bonds at BB+, Stable Outlook PROTEA BIOSCIENCES: Case Summary & 20 Largest Unsecured Creditors PS SYSTEMS: Taps Kutner Brinen as Legal Counsel QAS LLC: Taps DLG Law Group as Legal Counsel QMACS INC: Case Summary & 20 Largest Unsecured Creditors RCC CONSULTANTS: Liquidating Trustee Taps Bederson as Accountant RICEBRAN TECHNOLOGIES: May Issue 1.7M Shares Under 2014 Plan RIDESHARE PORT: Taps Leech Tishman as Legal Counsel RMS TITANIC: Has Until December 14 to File Chapter 11 Plan ROOSTER ENERGY: USSIC Opposes OK of Amended Disclosure Statement SANDRIDGE ENERGY: D. Hefner Settlement Claims Moot, 10th Cir. Rules SBRS INC: Wants Access to Cash Collateral Through May 30 SCIENTIFIC GAMES: Stockholders OK Change of State of Incorporation SEARS HOLDINGS: Cuts Net Loss to $558 Million in Third Quarter SHIBATA FLORAL: Taps Cothran & Johnson as Accountant SHIBATA FLORAL: Taps Kornfield as Legal Counsel SPANISH BROADCASTING: Asks Preferred Investors to Reveal Identities STEMTECH INTERNATIONAL: Wants Exclusivity Period Moved to Jan. 28 SUNDIAL GROUP: Moody's Puts B3 CFR Under Review for Upgrade TERRAVIA HOLDINGS: Wants to Keep Plan Exclusivity Until Feb. 28 TRAVELLER'S REST: December 21 Plan Confirmation Hearing TROIKA MEDIA: Files Financial Statements of Troika Design TSC GREEN ACRES: Affiliate Taps David Cohen as Legal Counsel TSMC INC: Taps Schatz Realty Group as Real Estate Broker UNIQUE VENTURES: Sprit Claimants to Get $21.5MM From Campbell Land VANGUARD NATURAL: Court Denies Retova's Class Certification Bid VAUGHAN COMPANY: Court Dismisses Lankfords Due Process Suit vs DOJ VERDUGO ENTERPRISES: Trustee Taps Kotzin as Financial Consultant WALTER INVESTMENT: Case Summary & 20 Largest Unsecured Creditors WALTER INVESTMENT: Files Prepackaged Chapter 11 Case WARWICK YARD: Trustee Taps LaMonica Herbst as Legal Counsel WARWICK YARD: Trustee Taps Paritz & Company as Accountant YAMANA GOLD: S&P Rates New US$300 Million Senior Unsec Notes 'BB+' YIELD10 BIOSCIENCE: Adjourns Special Meeting to Dec. 27 [^] BOND PRICING: For the Week from Nov. 27 to Dec. 1, 2017 ********* 1776 AMERICAN: $115,000 Sale of Houston Property to Ranbinc Okayed ------------------------------------------------------------------ Judge Karen K. Brown of the U.S. Bankruptcy Court for the Southern District of Texas authorized 1776 American Property IV, LLC and its affiliates to sell Staunton Street Partners, LLC's real property located at 6729 Tournament Dr., Houston, Texas, also known as Lot 18, Block 6, Champions Creek, to Ranbinc Holdings, Ltd. Co. and/or its assignee for $115,000. With the exception of the 2017 ad valorem tax lien, the sale of the Property is free and clear of all liens, claims, encumbrances, judgments, deeds of trust, and other interests. Any liens, claims and encumbrances, attach to the net sale proceeds in the same order of priority as exist. The broker commissions identified in the Contract are approved and will be paid at closing. All ad valorem tax liens on the Properties will be paid at closing, and the seller's portion of all normal and customary closing costs and fees, including but not limited to owners association fees or dues. Erich Mundinger is authorized on behalf of the Debtor to execute all instruments and documents and to perform all other actions necessary to consummate the transaction contemplated under the Order and the Contract. The 14-day stay requirements of Bankruptcy Rule 6004(h) are waived. About 1776 American Properties IV Historically, 1776 American Properties IV LLC, et al., were companies managed by Jeff Fisher. In 2008, Mr. Fisher began investing in real estate in the Houston area. Mr. Fisher worked with friends and other business contacts in Asia who decided to invest in special purpose entities organized in the Cayman Islands. The offshore companies would then loan money to Delaware based limited liability companies, who in turn invested in real estate in the United States. By 2012, the U.S. based LLC's had acquired over 70 properties worth over $10 million. As of January 2017, 1776 American Properties, et al., own 116 rental single family homes / apartment units, five single family homes, and 76 vacant lots. In addition, 1776 IV, 1776 V, 1776 VII and 1776 VIII hold promissory notes and profit sharing arrangements with various builders on approximately 58 lots. 1776 American Properties IV LLC and its 12 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30422) on Jan. 27, 2017. The petitions were signed by Jeff Fisher, their director. 1776 American Properties IV estimated assets of $1 million to $10 million and liabilities of less than $50,000. The cases are assigned to Judge Karen K. Brown. Josh T. Judd, Esq., at Andrews Myers P.C., serves as the Debtors' bankruptcy counsel. No trustee or examiner has been appointed in the bankruptcy cases, and no official committee of unsecured creditors has been established. 417 RENTALS: Debtor, Lender Agree to Proceed with Sale ------------------------------------------------------ Judge Cynthia A. Norton the U.S. Bankruptcy Court for the Western District of Missouri, has entered an order terminating the automatic stay in the bankruptcy case of 417 Rentals, LLC, with respect to lender Central Bank of the Ozarks. Judge Norton acted on the Motion for Relief from Automatic Stay and the Motion to Prohibit Use of Cash Collateral filed by Central Bank of the Ozarks, and the Parties' agreement on the disposition of the motions. As of the Petition Date, 417 Rentals owed Central Bank approximately $1,300,406, secured by 53 residential rental properties of the Debtor located in Springfield, Greene County, Missouri, including the leases and rents therefrom. According to the Court, the automatic stay is terminated as of November 9, 2017, subject to a voluntary stay of execution by Central Bank on these terms and conditions: (a) 417 Rentals and Christopher Gatley, its member, must deliver to Central Bank a bona fide written contract for the purchase of all the Collateral duly executed by H&M Properties by November 17, 2017. (b) The sale of the Collateral to H&M Properties must close by January 31, 2018. (c) Central Bank must receive net proceeds of $900,000 in immediately available funds satisfactory to the Bank in its sole discretion. (d) Until the Closing Date, 417 Rentals and Gatley must continue to: (i) make monthly interest payments to Central Bank on the Promissory Notes subject to the Central Bank's Motion; (ii) keep the collateral fully insured and segregate payments for taxes; (iii) make all necessary repairs, maintenance and improvements to the Collateral; and (iv) promptly respond to and cure any deficiencies or complaints by any governmental unit involved in code violations or other regulatory requirements. (e) Upon receipt of the Payoff Amount, Central Bank will execute and deliver to 417 Rentals and Gatley or the closing agent the deeds of release to all the Collateral. (f) If 417 Rentals and Gatley fail to perform or satisfy any of the conditions of the Agreed Order, Central Bank may exercise all rights and remedies under the Loan Documents according to applicable non-bankruptcy law. (g) Upon receipt of the Payoff Amount, Central Bank will waive any deficiency balance due on its indebtedness as to 417 Rentals and Gatley. (h) Central Bank will retain all payments and escrow deposits made by 417 Rentals and Gately through the date of closing, provided that, the amounts deposited in escrow for taxes will be paid to the Greene County Collector in payment of 2017 real estate taxes. A full-text copy of the Order is available at: http://bankrupt.com/misc/mowb17-60935-210.pdf About 417 Rentals LLC Based in Brookline, Missouri, 417 Rentals, LLC, is a privately held company in the real estate rental service industry. 417 Rentals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-60935) on Aug. 25, 2017. Christopher Gatley, its member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC, serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of 417 Rentals, LLC, according to a court docket. 654 SARATOGA ROAD: Rental Revenues to Fund Plan Payments -------------------------------------------------------- 654 Saratoga Road, LLC, filed with the U.S. Bankruptcy Court for the Northern District of New York a disclosure statement dated Nov. 15, 2017, referring to the Debtor's Chapter 11 plan dated Nov. 15, 2017. Direct payments to creditors will be made by the Debtor from its ongoing rental revenues coupled with capital contributions as necessary. Post-confirmation management will be performed by Todd Bush. No salary will be paid. Allowed secured claims are claims secured by property of the Debtor's bankruptcy estate (or that are subject to setoff) to the extent allowed as secured claims under Section 506 of the U.S. Bankruptcy Code. If the value of the collateral or setoffs securing the creditor's claim is less than the amount of the creditor's allowed claim, the deficiency will [be classified as a general unsecured claim]. The classes containing the Debtor's secured prepetition claims and their proposed treatment under the Plan: a. Schenectady County Real Property Tax Arrears (2012-2016) -- $10,606.50 (est) to be paid in equal monthly installments over the life of the confirmed Chapter 11 Plan; b. David F. Masten -- $441,053 (est) to be paid in ongoing contractual payments to the mortgagee at the pre-default rate of interest upon confirmation of the Chapter l1 Plan; -- $5l,888.71 (est) -- mortgage arrears -- to be in ongoing monthly payments to the mortgagee upon confirmation of the Chapter 11 Plan. These claims are impaired to the extent that arrears will be paid over the life of the Plan. Upon information and belief, the Debtor has no general unsecured claims. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nynb17-10649-29.pdf Headquartered in Clifton Park, New York, 654 Saratoga Road, LLC, has been the holding company of real property improved by a tavern/restaurant since May 4, 2012. It owns a 4.8-acre parcel of real property located at 654 Saratoga Road, Glenville, New York 12302. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.N.Y. Case No. 17-10649) on April 6, 2017, estimating its assets and liabilities at between $500,001 and $1 million each. Michael Leo Boyle, Esq., at Tully Rinckey PLLC serves as the Debtor's bankruptcy counsel. A-OK ENTERPRISES: $2.5-Mil. Sale of Wichita Assets Approved ----------------------------------------------------------- Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas authorized A-OK Enterprises, LLC and its debtor-affiliates to sell personal property consisting of generally the contents of (i) 1555 South Oliver Street, Wichita, Kansas and (ii) 1525 South Broadway, Wichita, Kansas, together with all other tangible and intangible property, to SSHO, LLC and SSSB, LLC for $2.5 million. The sale is free and clear of liens and encumbrances of record, with liens to attach to the proceeds of sale. The closing of the sale was slated to occur by Nov. 30, 2017. The sale proceeds of $2.5 million will be used to pay secured creditor Simmons Bank at closing. About A-OK Enterprises A-OK Enterprises, LLC, and four affiliates are in the business of pawn shops, payday lending and rent-to-own facilities at four Wichita locations. A-OK Enterprises, LLC, and four affiliates, including A-OK, Inc., sought Chapter 11 protection (Bankr. D. Kan. Lead Case No. 1711096) on June 9, 2017. The petitions were signed by Bruce R. Harris, the president and 98.64% owner of the Debtors. The Hon. Dale L. Somers is the case judge. Hinkle Law Firm, L.L.C., is the counsel to the Debtors, with the engagement led by Edward J. Nazar, Esq., at Hinkle Law Firm, L.L.C. ACI CONCRETE: Seeks to Hire Schwing America as Broker ----------------------------------------------------- ACI Concrete Placement of Kansas, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire Schwing America as broker. The firm will assist the Debtor in the sale of its equipment and will receive $7,500 from the sale. William Murray, an employee of Schwing America, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: William D. Murray Schwing America 5900 Centerville Road Shite Bear Lake, MN 55127 Phone: +1 888-724-9464 About ACI Concrete Placement ACI Concrete Placement of Kansas LLC, ACI Concrete Placement of Lincoln LLC, ACI Concrete Placement of Oklahoma LLC, OKK Equipment LLC and KOK Holdings LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kansas Case Nos. 17-21770 to 17-21774) on Sept. 14, 2017. Matthew Kaminsky, their chief operating officer, signed the petitions. The cases are jointly administered. Founded in 2007, ACI Concrete Placement provides concrete pumping and telebelt material placement. In addition to its traditional concrete placement services, ACI specializes in slip form concrete placement and separate placing booms. It owns a fleet of over 55 machines for slope paving, indoor pumping, and small set up areas, small line and grout pumps and truck mounted conveyors, etc. ACI Concrete is headquartered in Spring Hill, Kansas, with additional locations in Nebraska, Missouri, and Oklahoma. ACI-Kansas is wholly owned by debtor KOK Holdings, LLC. ACI-Oklahoma, an Oklahoma Limited Liability Company headquartered in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company and Matthew Kaminsky who owns 30% of the company. ACI-Lincoln, a Nebraska Limited Liability Company headquartered in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company and Matthew Kaminsky who owns 30% of the company. KOK is owned by: Lawrence Kaminsky who owns 50% of the company and Matthew Kaminsky who owns 50% of the company. OKK is wholly owned by the Debtor KOK Holdings, LLC. ACI-Kansas, ACI-Oklahoma and ACI-Lincoln function as concrete pouring companies in their respective states. OKK serves as the common equipment ownership company for all ACI companies. KOK serves as the parent holding company of the various companies and also functions as the payroll processor for the related ACI companies. The same management structure operates all five Debtors and their operations are centrally located in Spring Hill, Kansas. At the time of the filing, ACI Kansas disclosed $1.06 million in assets and $8.4 million in liabilities. Judge Dale L. Somers presides over the cases. Bradley D. McCormack, Esq., at the Sader Law Firm, serves as the Debtors' bankruptcy counsel. On November 1, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. No trustee or examiner has been appointed in the Debtors' cases. ADVANCE SPECIALTY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Advance Specialty Care, LLC aka ASC, LLC 3470 Wilshire Boulevard, Suite 600 Los Angeles, CA 90010 Business Description: Based in Los Angeles, California, Advance Specialty Care, LLC, is a home-health care provider offering nursing, physical therapy, occupational therapy, speech pathology, medical social, and home health aide services. The company previously sought bankruptcy protection on March 19, 2016, (Bankr. C.D. Calif. Case No. 16-13521) and Oct. 24, 2017 (Bankr. C.D. Calif. Case No. 17-23070). Chapter 11 Petition Date: November 30, 2017 Case No.: 17-24737 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Robert N. Kwan Debtor's Counsel: Raymond H. Aver, Esq. LAW OFFICES OF RAYMOND H. AVER A PROFESSIONAL CORPORATION 10801 National Boulevard, Suite 100 Los Angeles, CA 90064 Tel: (310) 571-3511 Fax: (310) 473-3512 Email: ray@averlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $10 million to $50 million The petition was signed by Moises L. Simbulan, chief financial officer. A copy of the Debtor's list of eight largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb17-24737_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb17-24737.pdf ADVANTAGE SALES: S&P Retains 'B' CCR on Watch Positive Pending IPO ------------------------------------------------------------------ S&P Global Ratings said its ratings on Irvine, Calif.-based Advantage Sales & Marketing Inc., including the 'B' corporate credit rating, remain on CreditWatch with positive implications, where S&P originally placed it on May 8, 2017. S&P said, "We have extended the CreditWatch on our ratings as we expect the initial public offering (IPO) will happen in the first half of 2018. We originally placed the ratings on CreditWatch following Advantage's parent holding company filing documents with the Securities and Exchange Commission indicating it intends to proceed with an IPO. Though the company currently has significant leverage, with debt to EBITDA around 7x, we expect the company to use proceeds from the IPO to pay down debt. Moreover, we believe the sponsors' influence on the company's financial policy will decline following the IPO. "We intend to resolve the CreditWatch placement when the company completes its IPO and announces its debt repayment plans and information about sponsors' ownership post-IPO becomes available. "We could raise the ratings if the sponsors' ownership falls below 40% and the company uses a portion of the proceeds to reduce debt. Alternatively, we could affirm our 'B' corporate credit rating if Advantage elects not to pursue an IPO." Advantage Sales & Marketing Inc. provides marketing services. The Company offers integrated sales services, business process outsourcing, retail services, brand and space management, and marketing services. ASM serves customers in the United States. ALBAUGH LLC: S&P Rates New Sr. Secured Credit Facilities at 'BB' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '1' recovery rating to Ankeny, Iowa-based agrochemical producer Albaugh LLC's proposed senior secured credit facilities, which consist of a $100 million revolver due 2022 and a $325 million term loan B due 2024. The '1' recovery rating indicates expectation for very high (90%-100%; rounded estimate: 90%) recovery in the event of a payment default. The company plans to use proceeds from the new debt issuance to fully repay the outstanding term loan due 2021. S&P expects to withdraw its ratings on this term loan once the transaction closes and it is repaid in full. S&P's existing ratings on Albaugh, including the 'B+' corporate credit rating, and positive rating outlook are unchanged. RATINGS LIST Albaugh LLC Corporate Credit Rating B+/Positive/-- New Ratings Albaugh LLC Senior Secured $100 million revolver due 2022 BB Recovery Rating 1(90%) $325 million term loan B due 2024 BB Recovery Rating 1(90%) Headquartered in Ankeny, Iowa, Albaugh, LLC is a privately-held global manufacturer and seller of generic herbicides, fungicides, insecticides, and seed treatments. ALEVO MANUFACTURING: Hilco Joint Venture to Liquidate Assets ------------------------------------------------------------ Alevo Manufacturing, Inc. and Alevo USA, Inc. ask the U.S. Bankruptcy Court for the Middle District of North Carolina to authorize (i) the sale of their equipment and other tangible personal property, including inventory, at auction; and (ii) the employment of a contractual joint venture composed of Hilco Industrial, LLC, Branford Auctions, LLC, and Joseph Finn Co., Inc. as the liquidator. The Debtors obtained post-petition loans from Bootsmead LeaseCo, LLC, who is also the landlord of the Concord facility occupied by the Debtors. As of Nov. 27, 2017, a total of $3,881,000 had been loaned to the Debtors, most of which has been borrowed by Alevo Manufacturing, with total borrowing up to $5.7 million. The DIP Loans are secured by a first lien on all existing and after acquired assets of the Debtors and their subsidiaries that were not otherwise subject to valid pre-bankruptcy liens. Jonas & Redmann Automationstechnik GmbH has asserted a lien on certain equipment that is part of the production line. The amount of the J&R claim is undetermined, and Manufacturing has filed an adversary proceeding to avoid the lien. Immediately before the chapter 11 cases, Alevo Group SA loaned $660,000 to the Debtors secured by a lien on most assets of the Debtors. Alevo Group agreed to subordinate its lien on assets of the Debtors to the DIP Loans. The Debtors have explored sale of their assets through liquidators and investment banks, and even filed a motion to employ an investment banker, but it has become more clear during the chapter 11 case that Manufacturing cannot achieve a sale of its production line to an end user without such user being able to acquire the intellectual property and other related assets needed to be able to produce and sell the GridBank. Alevo Group SA, the parent entity of the Debtors, and Alevo International SA, an affiliate of the Debtors and holder of the intellectual property, are involved in a Swiss insolvency proceeding. Depending on the outcome of the foreign proceedings, the availability of the intellectual property and other assets which are the subject of the foreign proceedings for marketing and joint sale is uncertain and outside the control of the Debtors. Therefore, the Debtors will proceed with liquidation of assets at the Concord facility. If, during the sale process, a solution evolves with the Parent Companies that would enable a sale of the intellectual property and the Debtor's assets, the auction will be cancelled under terms agreed with Hilco. The Debtors wish to employ Hilco because of its experience and qualifications. Members of the Hilco joint venture are successful international industrial auctioneers, liquidators and appraisers. They selected Hilco after considering proposals from several other liquidators, and Hilco was chosen because of its reputation, interest, diligence in understanding the Debtors' assets, and the competiveness of its proposal regarding expenses, commission and the "break up" fee. In return for the services enumerated in the Asset Marketing Agreement ("AMA"), Hilco will receive payment form the Gross Proceeds of $75,000 representing the amount Hilco will be reimbursed for all reasonable expenses. The reimbursable Expense Budget can only be exceeded with the consent of the Debtors and Lender. Regarding allocation of the Expense Budget between USA and Manufacturing, USA should have few assets, if any, included in the sale, but will pay its prorata share of expenses depending upon the Gross Proceeds available to the Debtors. The commission on sale of the assets will be paid through a "Buyers Premium" of 16%, an industry standard commission paid by the buyers to Hilco upon the amount of the highest bid(s). If the Debtors are able to locate a buyer that intends to resume production of the GridBank, or if the Lender submits a credit bid to acquire all the assets prior to the auction, the Debtors may terminate the Agreement in exchange for payment to Hilco of (i) a $100,000 termination fee plus (ii) reimbursement of actual expenses incurred through the date of termination, up to but not exceeding the Expense Budget. An auction sale will occur no later than Jan. 31, 2018, and Hilco will direct any purchasers to remove the purchased assets from the premises within 30 days after the sale, unless otherwise agreed by the Landlord. It is possible that parties will make very attractive offers to Hilco to purchase certain of the assets prior to the auction, and if such an offer occurs, Hilco will consult with the Debtors and any lienholders to determine whether such offer should be accepted and closed. In any event, the Lender, as landlord of the Concord premises, will permit Hilco and the buyers of the assets to remove the assets through 30 days after the sale. A copy of the AMA attached to the Motion is available for free at: http://bankrupt.com/misc/Alevo_Manufacturing_218_Sales.pdf The Debtors ask approval of Hilco, and they ask that the Court approves the payment of all fees and reimbursement of expenses thereunder to Hilco free and clear of all liens, claims and encumbrances; that all such payment of fees and reimbursement of expenses will be made without further order of the Bankruptcy Court and in accordance with the AMA; that Hilco is not required to maintain time records or file interim or final fee applications; and that Hilco is authorized to provide the services to the Debtors without the necessity of compliance with any federal, state or local statute or ordinance, contractual provision or licensing requirement affecting store and plant closings, "going out of business," bulk transfers, liquidation or auction sales, or regulating advertising, including signs, banners, or posting of signage. The Debtors ask approval of the Court for sale of the assets free and clear of interests. The Lender and Alevo Group have agreed to the transfer of their liens to the proceeds of sale. Even though Jonas & Redmann's purported lien on certain equipment may not be resolved before the auction, any proceeds of the Jonas & Redmann equipment will be segregated and held for the benefit of Jonas & Redmann pending resolution of the Adversary Proceeding filed by Manufacturing to resolve the lien. Correspondence may be sent to: Ryan Lawlor HILCO INDUSTRIAL, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Telephone: (847) 509-1100 Facsimile: (847) 897-0868 E-mail: rlawlor@hilcoglobal.com - and - Joseph Malfitano MALFITANO PARTNERS 7477 Third Ave., 2nd Floor New York, NY 10017 Telephone: (646) 776-0155 E-mail: jm@malfitanopartners.com About Alevo USA and Alevo Manufacturing Concord-based battery manufacturers Alevo USA, Inc. and Alevo Manufacturing, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case Nos. 17-50876 and 17-50877) on August 18, 2017. Peter Heintzelman, its president, signed the petitions. Alevo Manufacturing began operations in Concord, North Carolina, in 2014, and is engaged in the production of grid-scale energy management solutions. It provides these solutions through the Alevo GridBankTM, a patented battery-based energy storage technology. Alevo USA, Inc. performs administrative functions for its subsidiary companies and Manufacturing. At the time of the filing, Alevo USA disclosed that it had estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Alevo Manufacturing estimated assets and liabilities of $10 million to $50 million. Judge Catharine R. Aron presides over the cases. Nelson Mullins Riley & Scarborough, LLP represents the Debtors as bankruptcy counsel. The Debtors hired BDO USA, LLP as their accountant. An official committee of unsecured creditors was appointed on September 1, 2017. The committee hired Northen Blue LLP as its legal counsel. ALLURE NAIL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Allure Nail Supply, LLC 29 West 14th Avenue Kansas City, MO 64116 Business Description: Based in North Kansas City, Missouri, Allure Nail Supply, LLC, is a privately held company in the nail arts products distribution business. The company offers CND, EZ Flow, Entity Beauty, Tammy Taylor Nails, Cuccio, China Glaze, IBD, Color Club, LeChat, and much more. It is a small business debtor as defined in 11 U.S.C. Section 101(51D) with gross revenue from sales amounting to $3.29 million in 2016 and $5.36 million in 2015. Chapter 11 Petition Date: December 1, 2017 Case No.: 17-43260 Court: United States Bankruptcy Court Western District of Missouri (Kansas City) Judge: Hon. Brian T. Fenimore Debtor's Counsel: Erlene W. Krigel, Esq. KRIGEL & KRIGEL, P.C. 4520 Main Street, Suite 700 Kansas City, MO 64111 Tel: 816-756-5800 Fax: 816-756-1999 Email: ekrigel@krigelandkrigel.com Total Assets: $434,240 Total Liabilities: $1.71 million The petition was signed by Cuong D. Nguyen, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mowb17-43260.pdf AMERICAN FUEL: Seeks to Use Cash Collateral Through Dec. 30 ----------------------------------------------------------- American Fuel Cell and Coated Fabrics Company files an amended emergency motion asking the U.S. Bankruptcy Court for the Northern District of Texas to authorize and approve its use of cash collateral in accordance with a budget on an interim basis, and thereafter on a permanent basis. The Debtor proposes to use cash collateral to pay expenses in accordance with the Budget. The Debtor has submitted to the Court a five-week budget, which earmarks $1,575,166 for total expenses during the period from November 27 to December 30, 2017. The Debtor asserts that the access to its cash collateral is necessary to prevent immediate and irreparable harm to its Chapter 11 estate as it will permit the Debtor to continue its business and enable the Debtor to satisfy its direct operating expenses and other expenses of the estate. The Debtor further asserts that the continued use of cash collateral will maximize the possible return to its creditors. The Debtor is a borrower under that certain Loan Agreement with Fidelity Bank. In connection with the Loan Agreement, the Debtor granted Fidelity Bank a first priority security interest and lien upon the collateral which includes, among other things, the Debtor's present and future accounts, deposit accounts, inventory, equipment and products and proceeds of the foregoing to secure the Debtor's obligation to Fidelity Bank. As of the Petition Date, the Debtor was indebted to Fidelity Bank under the loan documents in the aggregate outstanding principal amount of $6,100,000. The Debtor and Fidelity Bank have negotiated a Proposed Interim Order which, among other things, (1) provides Fidelity Bank with adequate protection through replacement liens and superpriority administrative expense claims; (2) modifies the automatic stay to effectuate the terms of the Interim Order; and (3) reserves the rights of an official committee of unsecured creditors, if one is appointed, to obtain standing to challenge Fidelity Bank's claim or its liens and security interests. A full-text copy of the Amended Motion is available at: http://bankrupt.com/misc/txnb17-44766-12.pdf About American Fuel Cell Based in Wichita Falls, Texas, American Fuel Cell and Coated Fabrics Company -- http://amfuel.com/-- is engaged in the manufacturing of rubber products supplying fuel cells and flexible liquid storage equipment for the defense and commercial industries. In 1917, American Fuel Cells and Coated Fabrics Company, formerly known as Firestone Tire & Rubber Company, began as a supplier of fuel cells to the U.S. Signal Corp. for aviation needs. Amfuel is located on 71 acres, with 310,000 square feet of operation area, and employs approximately 300 employees. American Fuel Cell and Coated Fabrics Company filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-44766), on November 26, 2017. The petition was signed by Leonard J. Annaloro, CEO and president. The case is assigned to Judge Mark X. Mullin. The Debtor is represented by Robert J. Forshey, Esq. and Matthias Kleinsasser, Esq. Forshey & Prostok LLP. At the time of filing, the Debtor had estimated assets and estimated liabilities at $1 million to $10 million each. ARABELLA EXPLORATION: Needs to Use Platinum Partners' Cash ---------------------------------------------------------- Arabella Exploration, LLC, and its affiliates ask the U.S. Bankruptcy Court for the Northern District of Texas for final authorization to use cash collateral of Platinum Partners Credit Opportunities Master Fund, LP. The largest secured obligation of the Debtors consists of a secured guaranty given in connection with a $16 million loan extended by Platinum to Arabella Exploration, Inc., a Cayman Islands corporation on September 2, 2014, as part of a $45 million credit facility among Platinum and Arabella Exploration, Inc., a Cayman Islands corporation. The Platinum Guaranty is secured by substantially all of the assets of the Debtors. Platinum has filed a proof of claim in the Chapter 11 Cases asserting a secured claim of $20,061,589.04. On the Arabella Exploration, LLC Petition Date, AEX's ownership of the Oil & Gas Assets was subject to claims by Arabella Petroleum Company, LLC, and the Chapter 11 trustee appointed in the Chapter 11 proceedings of APC pending in the Western District of Texas, Case No. 15-70098. On the AEX Petition Date, the value of the collateral securing Platinum's Guaranty was both contingent and unliquidated. By order dated May 5, 2017, the Court approved a mediation settlement agreement by and among (i) the Debtors, (ii) APC and APC Trustee, (iii) the official committee of unsecured creditors appointed in the APC Bankruptcy Case, (iv) Platinum and the receiver appointed to administer the Platinum estate in District Court for the Eastern District of New York, Case No. 16-cv-6848, and (v) AEI. The Settlement Agreement became fully effective on July 10, 2017. As a direct result of the Settlement Agreement the Debtors have approximately $1.9 million in cash on hand, comprised of proceeds from the (i) exercise of certain tag-along rights by the Debtors, previously approved by the Court, and (ii) settlement of a litigation claim by the APC Trustee, in each case, in which the Debtors were entitled to share in pursuant to the terms of the Settlement Agreement. As adequate protection for the Debtors' use of cash collateral, the Debtors seek authority to grant Platinum the following adequate protection: -- a one-time payment of $700,000; -- post-petition replacement liens in all types and descriptions of collateral, excluding the Debtors' rights under Sections 544, 545, 546, 547, 548, 549 and 550 of the U.S. Bankruptcy Code, in which Platinum held valid and perfected security interests in, and liens on, as of the AEX Petition Date in the same rank, validity and priority as existed as of the AEX Petition Date to secure any claim for diminution in the value of the cash collateral resulting from the Debtors' use thereof; and -- an allowed administrative claim under 11 U.S.C. Sections 503(b)(1), 507(a), and 507(b) in the amount of any diminution of value of the prepetition collateral resulting from Debtors' use of the cash collateral from and after the commencement of these Chapter 11 cases, with administrative claims being superior to all other administrative claims; provided, however, that the adequate protection claim and the replacement security interests and liens will be subordinate to the payment of the statutory fees of the U.S. Trustee pursuant to 28 U.S.C. Section 1930(a), the expenses set forth in the budget, including post-petition professional fees and expenses approved by the Court in accordance with the requirements of the Bankruptcy Code, and fees payable to the Clerk of the Court. The SEC Receiver appointed to administer the Platinum estate in District Court for the Eastern District of New York, Case No. 16-cv-6848, has consented to the Debtors' use of the cash collateral in exchange for the foregoing adequate protection. Under the circumstances of this case, the Debtors believe the foregoing adequate protection is sufficient to protect Platinum's interest in the cash collateral. The Debtors' use of cash collateral is necessary to preserve its assets and business, to fund payment of normal and ordinary post-petition operating expenses (including, without limitation, the payment of Professional Fees) in accordance with the budget, and to facilitate the sale of substantially all assets of Debtors for the benefit of Debtors' creditors. Copies of the Debtors' request are available at: http://bankrupt.com/misc/txnb17-40120-279.pdf http://bankrupt.com/misc/txnb17-40120-278.pdf About Arabella Exploration Arabella Exploration, LLC, formed on Oct. 2, 2009, is a wholly-owned subsidiary of Arabella Exploration, Inc., a Cayman Islands corporation. It is an oil and gas exploration company that owns working interests in a number of oil and gas properties and interests. Arabella Exploration filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-40120) on Jan. 8, 2017. Charles (Chip) Hoebeke, manager, signed the petition. Arabella Operating, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41479) on April 4, 2017. The case is being jointly administered with that of Arabella Exploration. Judge Russell F. Nelms in Ft. Worth, Texas, is the case judge. Raymond W. Battaglia, Esq., of the Law Offices of Ray Battaglia, PLLC, serves as counsel to the Debtor. Miller Johnson serves as Battaglia's co-counsel. Rehmann Turnaround and Receivership's Charles Hoebeke is the Debtor's chief restructuring officer. Arabella Exploration estimated $1 million to $50 million in assets and liabilities. No trustee, examiner or committee has been appointed in the case. ARROWHEAD HOLDING: Taps Allen P. Turnage as Legal Counsel --------------------------------------------------------- Arrowhead Holding Company, Inc. and its affiliates filed separate applications seeking approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire the Law Office of Allen P. Turnage as their legal counsel. The firm will advise the company and its affiliates Arrowhead R V Sales, Inc. and Arrowhead Campsites, Inc. regarding their duties under the Bankruptcy Code, and will provide other legal services related to their Chapter 11 cases. Allen Turnage, Esq., will charge an hourly fee of $400. Paralegals will charge $125 per hour. Mr. Turnage disclosed in a court filing that he does not hold any claim against the Debtors and does not have any connection with their creditors. The firm can be reached through: Allen P. Turnage, Esq. Law Office of Allen P. Turnage P.O. Box 15219 Tallahassee, FL 32317 Voice: 850-224-3231 Fax: 850-224-2525 Email: service@turnagelaw.com About Arrowhead Holding Company Inc. Arrowhead Holding Company, Inc. serves as the umbrella company for Arrowhead R V Sales, Inc. and Arrowhead Campsites, Inc. Arrowhead R V is in the business of motor vehicle dealership. Arrowhead Holding, Arrowhead R V and Arrowhead Campsites sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case Nos. 17-40517 to 17-40519) on November 17, 2017. Jacqueline Leigh Reddoch, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of $1,000,001 to $10 million and liabilities of less than $50,000. AUTO STRAP: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Auto Strap Transport, LLC 15252 Slover Avenue Fontana, CA 92337 Business Description: Auto Strap Transport L.L.C. is a privately owned auto transport carrier company with its corporate office in Fontana, California, and additional terminals in Milipitas, and Benecia, California, and La Vergne, Tennessee. Visit http://autostraptransport.comfor more information. Chapter 11 Petition Date: December 1, 2017 Case No.: 17-19936 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Hon. Mark D. Houle Debtor's Counsel: Todd L Turoci, Esq. THE TUROCI FIRM 3845 Tenth Street Riverside, CA 92501 Tel: 888-332-8362 Fax: 866-762-0618 Email: mail@theturocifirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Richard Rudder, managing member. The Debtor failed to include a list of the names and addresses 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/cacb17-19936.pdf B. LANE INC: Taps Lowenstein Sandler as Legal Counsel ----------------------------------------------------- B. Lane, Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Lowenstein Sandler LLP as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code; prosecute actions to protect their estates; and provide other legal services related to their Chapter 11 cases. The firm's hourly rates range from $575 to $1,150 for partners; from $405 to $700 for senior counsel and counsel with seven or more years of experience; and from $300 to $575 for associates with less than seven years of experience. Lowenstein holds a retainer in the sum of $11,212.84. Kenneth Rosen, 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: Kenneth A. Rosen, Esq. Bruce Buechler, Esq. Philip J. Gross, Esq. Keara Waldron, Esq. Michael Papandrea, Esq. Lowenstein Sandler LLP One Lowenstein Drive Roseland, NJ 07068 Phone: (973) 597-2500 Fax: (973) 597-2400 Email: krosen@lowenstein.com Email: bbuechler@lowenstein.com Email: pgross@lowenstein.com Email: kwaldron@lowenstein.com Email: mpapandrea@lowenstein.com 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 and 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, its CEO, signed the petitions. Judge John K. Sherwood is assigned to these cases. BAILEY'S EXPRESS: Court OK's Second Amended Disclosure Statement ---------------------------------------------------------------- Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut approved Bailey's Express, Inc.'s second amended disclosure statement to accompany its plan of reorganization dated Nov. 9, 2017. Dec. 20, 2017, is fixed as the last day for returning written ballots of acceptance or rejection of the Plan. Jan. 10, 2018, at 2:00 PM is fixed as the date of the hearing to consider confirmation of the Plan in the United States Bankruptcy Court, 157 Church Street, 18th Floor, New Haven, CT 06510. Written objections to the Plan must be filed with the court no later than Dec. 20, 2017. About Bailey's Express Headquartered in Middletown, Connecticut, Bailey's Express -- http://www.baileysxpress.com/-- is a Connecticut-based less than truckload carrier. It provides service across the nation and is dedicated in helping Connecticut, Massachusetts and Rhode Island companies market their products throughout the U.S. including Hawaii and Alaska. It has distribution points in Charlotte, Dallas, Denver, Easton, Fontana, Indianapolis, Jacksonville, Memphis, Neenah, Phoenix, Salt Lake City and Toledo. It also provides service to Mexico, Puerto Rico & Canada. Bailey's Express filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 17-31042) on July 13, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by David Allen, chief financial officer. Judge Ann M. Nevins presides over the case. Elizabeth J. Austin, Esq., and Jessica Grossarth Kennedy, Esq., at Pullman & Comley, LLC, serves as the Debtor's bankruptcy counsel. No creditors' committee has yet been appointed in the case. BEST ROAD VIEW: Disclosure Statement Hearing Moved to Jan. 3 ------------------------------------------------------------ Judge Robert E. Littlefield of the U.S. Bankruptcy Court for the Northern District of New York moved the hearing to consider the approval of Best Road View, LLC's disclosure statement describing its plan of reorganization to Jan. 3, 2018, at 10:30 a.m. Written objections to the Disclosure Statement must be filed and served no later than seven days prior to the Disclosure Hearing date. As previously reported by the Troubled Company Reporter, general unsecured creditors are classified in Class 4 under the plan and will receive a distribution of 5% of their allowed claims to be distributed in five equal annual installments. A full-text copy of the Disclosure Statement dated Oct. 10, 2017, is available at: http://bankrupt.com/misc/nynb16-11968-1-35.pdf About Best Road View, LLC Best Road View, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 16-11968) on October 28, 2016. The Debtor is represented by Michael Leo Boyle, Esq., at Tully Rinckey PLLC. BILL BARRETT: Posts Updated Corporate Presentation -------------------------------------------------- An updated corporate presentation was posted on the Bill Barrett Corporation Web site at www.billbarrettcorp.com at 5:00 a.m. Mountain time on Nov. 29, 2017. The Company discusses, among other things: corporation overview, 3Q17 achievements, operational overview, and financial overview. The Company has accomplished significant debt reduction in challenging commodity price environment; completed in April 2017 a debt offering that reduced gross debt by 6%. Bill Barrett has an undrawn credit facility with borrowing base of $300 million. The Company also provides 2017 operating guidance update. Production sales volumes increased to 6.9‐7.1 MMBoe from 6.4‐6.6 MMBoe. During 2017, capital expenditures unchanged at $250‐$270 million. Lease operating expense narrowed to $24‐$25 million from $24‐$26 million. "All statements in the presentation, other than statements of historical fact, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise." About Bill Barrett Bill Barrett Corporation (NYSE: BBG), headquartered in Denver, Colorado, develops oil and natural gas in the Rocky Mountain region of the United States. Additional information about the Company may be found on its website www.billbarrettcorp.com. Bill Barrett reported a net loss of $170.4 million on $178.8 million of total operating revenues for the year ended Dec. 31, 2016, compared to a net loss of $487.8 million on $207.9 million of total operating revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $1.33 billion in total assets, $815.49 million in total liabilities and $515.01 million in total stockholders' equity. * * * In April 2017, Moody's Investors Service upgraded Bill Barrett Corporation's Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and its existing senior unsecured notes' ratings to 'Caa2' from 'Caa3'. "The upgrade of Bill Barrett's ratings is driven by the reduction of default risk supported by the company's large cash balance and improved debt maturity profile," said Prateek Reddy, Moody's lead analyst. "The company's credit metrics are likely to soften in 2017 because of the roll off of higher priced hedges, but the metrics should strengthen along with production growth in 2018." BILLNAT CORP: Committee Taps Pepper Hamilton as Legal Counsel ------------------------------------------------------------- The official committee of unsecured creditors of BillNat Corporation seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Pepper Hamilton LLP as its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; assist in its consultations with the Debtor; assist in negotiations concerning matters related to financing, asset disposition and plan of reorganization; and provide other legal services related to the Debtor's Chapter 11 case. The firm's hourly rates range from $415 to $1,100 for partners and of counsel, $175 to $620 for associates, $120 to $340 for paraprofessionals, and $40 to $70 for other professional support staff. Pepper Hamilton has agreed to discount its rates by 10%. The attorneys and paraprofessionals who will be representing the committee are: Hourly Rate Discounted Rate ----------- --------------- Deborah Kovsky-Apap Partner $600 $560 Kay Standridge Kress Partner $620 $558 Marguerite Bodem Associate $275 $247.50 Susan Henry Senior Paralegal $275 $247.50 Deborah Kovsky-Apap, Esq., disclosed in a court filing that she and her firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Kay Standridge Kress, Esq. Deborah Kovsky-Apap, Esq. Pepper Hamilton LLP 4000 Town Center, Suite 1800 Southfield, MI 48075 Tel: 248-359-7365 Email: kressk@pepperlaw.com Email: kovskyd@pepperlaw.com About BillNat Corp. BillNat Corporation operates 20 retail pharmacies from leased facilities in Southern Michigan under the name "Sav-On Drugs". It was solely owned by Mr. William G. Newman until all of its capital stock was acquired by the Frank W. Kerr Company in exchange for Mr. Newman receiving additional shares of Kerr in a transaction that closed in August 2015, but was retroactively effective as of Dec. 15, 2014. Novi, Michigan-based Frank W. Kerr Company filed a Chapter 7 petition on Aug. 23, 2016. Kerr consented to and the court entered an order for relief under Chapter 11, converting the case to a Chapter 11 proceeding (Bankr. E.D. Mich. Case No. 16-51724) on Sept. 19, 2016. Kerr tapped McDonald Hopkins PLC as counsel; Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent; Conway Mackenzie Management Services, LLC as restructuring consultant; and Jeffrey K. Tischler as chief restructuring officer. The official committee of unsecured creditors retained Lowenstein Sandler LLP as lead counsel; Wolfson Bolton PLLC as local counsel; and BDO USA, LLP, as financial advisor. BillNat Corporation filed a petition seeking relief under Chapter 11 of the United States Bankruptcy Code (Bankr. E.D. Mich. Case No. 17-54357) on Oct. 13, 2017. It estimated assets of $10 million to $50 million and debt of $50 million to $100 million. The case judge is the Hon. Maria L. Oxholm. BillNat hired McDonald Hopkins, LLC as bankruptcy counsel; SSG Advisors, LLC as investment banker; and Conway Mackenzie Management Services, LLC and Jeffrey K. Tischler as its chief restructuring officer. On Nov. 9, 2017, the U.S. Trustee for Region 9 appointed an official committee of unsecured creditors. BIOSCRIP INC: Appoints Harriet Booker as Chief Operating Officer ---------------------------------------------------------------- BioScrip, Inc., announced the appointments of Harriet Booker as senior vice president, chief operating officer and Danny R. Claycomb as senior vice president, revenue cycle management. The appointments are effective Nov. 28, 2017 and Nov. 27, 2017, respectively. Ms. Booker brings vast leadership experience in the home infusion industry to BioScrip. For over two decades, she has worked in executive leadership roles for Option Care, its predecessor company Walgreens-Option Care, Coram/CVS Specialty Infusion Services, Coram Specialty Infusion, and Apria Healthcare. Most recently, in 2016, she served as interim senior vice president, Revenue Cycle Management for Option Care. Prior to that, and for seven years, Ms. Booker successfully led Sales and Marketing for Coram/CVS Specialty Infusion Services, including roles as executive vice president of Sales and chief commercial officer, among others. She served in leadership roles for Option Care (and Walgreens-Option Care) from 2002-2008 including director of sales operations, vice president of managed care sales, and vice president of sales and amrketing. Her home infusion experience also includes pertinent work in patient admissions, revenue cycle management, financial planning, forecasting, pricing, and contracting. Mr. Claycomb joins BioScrip with extensive operational financial leadership experience, including seventeen years in the healthcare industry at Envision Healthcare, Coram/CVS Specialty Infusion Services, Coram Specialty Infusion, and Medtronic. Prior to joining BioScrip, Mr. Claycomb most recently served as senior vice president, revenue cycle management at Envision Healthcare. Previously, Mr. Claycomb served as senior vice president, revenue cycle management at Coram/CVS Specialty Infusion Services, from 2005 to 2015. Mr. Claycomb also served in various leadership roles at Medtronic from 2000 to 2005. "On behalf of our board and management team, I am excited to welcome Harriet and Danny to BioScrip," said Daniel E. Greenleaf, president and chief executive officer. "Harriet and Danny each have extensive industry experience in both public and privately held healthcare companies, and a proven track record of driving profitable growth, achieving targeted metrics, and motivating strong team performance." Ms. Booker's annual salary will be $415,000, and she is eligible to participate in the Company's Management Incentive Bonus Program, provided that she remains continuously employed with the Company through the date that the bonus is paid. Ms. Booker is eligible for a bonus of up to 80% of her base salary, as determined by the Company and the Board of Directors of the Company, and subject to corporate, departmental and individual objectives being met. Her participation in the 2017 Management Incentive Bonus Plan will be prorated based on her hire date. Subject to the approval of the Compensation Committee of the Board, Ms. Booker will be granted equity awards consisting of a long-term incentive award of options with a value of $300,500 and performance-based restricted stock units with a value of $69,500, based on the stock price on the date she starts with the Company. The PRSUs will be subject to the performance goals currently applicable to the Company's current Long-Term Incentive Plan. In addition, Ms. Booker will be eligible to receive in 2018 performance-based restricted stock units, at an annual target value of at least $231,000, at the same time grants are made to other comparable executives, which is expected to be on or before March 15, 2018. About BioScrip, Inc. Based in Denver, Colorado, BioScrip, Inc. is an independent national provider of infusion and home care management solutions, with approximately 2,200 teammates and nearly 80 service locations across the U.S. BioScrip partners with physicians, hospital systems, payors, pharmaceutical manufacturers and skilled nursing facilities to provide patients access to post-acute care services. BioScrip operates with a commitment to bring customer-focused pharmacy and related healthcare infusion therapy services into the home or alternate-site setting. By collaborating with the full spectrum of healthcare professionals and the patient, BioScrip provides cost-effective care that is driven by clinical excellence, customer service, and values that promote positive outcomes and an enhanced quality of life for those it serves. Visit www.bioscrip.com for more information. BioScrip incurred a net loss attributable to common stockholders of $50.59 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $309.51 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Bioscrip had $590.24 million in total assets, $588.80 million in total liabilities, $2.73 million in series A convertible preferred stock, $76.70 million in series C convertible preferred stock, and a total stockholders' deficit of $77.99 million. * * * Moody's Investors Service affirmed BioScrip, Inc.'s 'Caa2' Corporate Family Rating. BioScrip's Caa2 CFR reflects the company's very high leverage and weak liquidity, as reported by the TCR on Aug. 3, 2017. In July 2017, S&P Global Ratings affirmed its 'CCC' corporate credit rating on BioScrip Inc. and removed the rating from CreditWatch, where it was placed with negative implications on Dec. 16, 2016. The outlook is positive. "The rating affirmation reflects our view that, although BioScrip addressed its upcoming maturities by refinancing its senior secured credit facilities and improved its liquidity position, the company's credit measures will remain weak in 2017 with debt leverage of about 14x (including our treatment of preferred stock as debt) and funds from operations (FFO) to debt in the low single digits. We expect the company to use about $15 million - $20 million of cash in 2017, inclusive of cash charges associated with restructuring following the recently announced United Healthcare contract termination." BOWLING GREEN: Dec. 11 PCO Hearing for Preferred Care ----------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas sets a hearing on Dec. 11, 2017, at 2:00 p.m. to determine the issue of whether or not a patient care ombudsman must be appointed in the case of Preferred Care Inc. In order to provide the governmental regulatory authority the ability to readily identify the Debtor's files, the Debtor must furnish the following information to the governmental regulatory authority at the time of service of this Order: A. All license numbers or other regulatory identification numbers; B. All DBAs or trade names under which the Debtor operates; C. And the location of all of the Debtor's operating facilities, including street and P.O. Box addresses. About Bowling Green Bowling Green Health Facilities, L.P., dba Bowling Green Nursing and Rehabilitation Center, and its affiliates, including Preferred Care Inc., filed voluntary protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex., Lead Case No. 17-44641) on November 13, 2017. Bowling Green Nursing and Rehabilitation Center -- http://www.bowlinggreennursing.com/-- is a nursing home in Bowling Green, Kentucky. It is a small facility with 66 beds and has for-profit, corporate ownership. Bowling Green Nursing and Rehabilitation Center is not part of a continuing care retirement community. It participates in Medicare and Medicaid. The case is assigned to Hon. Russell F. Nelms. The Debtors' counsel is Stephen A. McCartin, Esq., and Mark C. Moore, Esq., at Gardere Wynne Sewell LLP, in Dallas, Texas. Bowling Green's Estimated Assets is $1 million to $10 million and Estimated Liabilities is $1 million to $10 million. The petitions were signed by Robert J. Riek, manager of general partner. BREVARD COLLEGE: Fitch Affirms BB- Rating on $7.56MM Revenue Bonds ------------------------------------------------------------------ Fitch Ratings has affirmed the 'BB-' rating on the approximately $7.56 million series 2007 North Carolina Capital Facilities Finance Agency educational facilities revenue refunding bonds, issued on behalf of Brevard College Corporation. The Rating Outlook is Stable. SECURITY The bonds are a general obligation of the college, payable from all legally available funds. KEY RATING DRIVERS BALANCED FINANCIAL OPERATIONS: The rating reflects improved balance sheet metrics and seven consecutive years of positive or near break-even GAAP operating margins for this small liberal arts college. NET TUITION REVENUE DEPENDENCE: Net tuition revenue has grown slowly, even with enrollment volatility, but remains pressured by scholarship discounts. The college's small size and limited balance sheet make it vulnerable to demand and enrollment shifts. IMPROVED BUT LIMITED BALANCE SHEET: Brevard's fiscal 2017 balance sheet ratios, as calculated by Fitch, improved due to receipt of a cash bequest and positive market returns. However, they remain slim for the rating category and constrain the rating. ABOVE AVERAGE DEBT BURDEN: The college's pro forma maximum annual debt service (MADS) burden, including a $6.38 million USDA loan for student housing, is high to moderately high, at 8.3% of fiscal 2017 revenues. For the last eight fiscal years, including 2017, MADS coverage from operations has exceeded 1.2x. RATING SENSITIVITIES ENROLLMENT: Sustained enrollment declines at Brevard College, combined with failure to grow net tuition revenue and sustain positive operating margins, would result in a negative rating action. BALANCE SHEET: Low balance sheet ratios constrain Brevard's rating, even after receipt of a sizable cash bequest in fiscal 2017. Further strengthening of the colleges' operating reserves and balance sheet ratios, in combination with strong debt service coverage and positive GAAP margins, could support a positive rating action over time. Based in Brevard, N.C., Brevard College is a small, private, United Methodist, liberal arts college in Brevard, North Carolina, United States. BROOKLYN NAVY YARD: S&P Raises Debt Rating to B+, Outlook Positive ------------------------------------------------------------------ S&P Global Ratings raised its issue rating on Brooklyn Navy Yard Cogeneration Partners L.P.'s (BNYCP) $307 million 1997 tax-exempt industrial development term bonds due 2022 to 2036, to 'B+' from 'B-'. (These bonds are issued by the New York City Industrial Development Agency and the entire issue is outstanding) to 'B+'. S&P said, "We also raised our rating on BNCYP's $100 million amortizing 1997 taxable senior secured bonds due 2020 ($38.7 million outstanding) to 'B+'. At the same time, we revised the recovery rating to '3' from '4H', indicating our anticipation of meaningful (50% to 70%; rounded estimate 55%) recovery of principal in a payment default scenario. The outlook is positive." The year 2016 was strong with solid performance while in 2017 management executed as expected on a major maintenance outage. Under S&P's calculations, for example, the DSCR in 2016 came in higher than forecast at 1.38x, with strong availability of more than 98% and high electric generation of more than 2,000 GWh. Since 2016, BNYCP has worked through the aftereffects of 2012's Superstorm Sandy, whose storm surge damaged the plant and forced it to shut down temporarily. The storm caused the project to declare a force majeure and fully draw on its letters of credit (LOC), causing a liquidity constraint until they were fully repaid in 2015. As a result, 2016 performance was similar to 2014, when coverage would have been 1.34x if it were not for the LOC obligations. S&P said, "The positive outlook reflects our view that operational performance, major maintenance costs, fuel prices (especially our basis assumptions), property taxes, and liquidity levels will remain in line with expectations. We expect a minimum DSCR of 1.10x in 2018, with coverage expected to trend upwards. "We could raise the rating if the project maintains consistent operating performance that results in a minimum DSCR in the upper end of the 1.0x-1.2x range, and the creditworthiness of the sponsor remains higher than that of BNYCP." Based in Kew Gardens, New York, Brooklyn Navy Yard Cogeneration Partners L.P. owns and operates a co-generation facility that produces and supplies electricity and steam to clients in New York. CAMBER ENERGY: Completes Coyle Field Workovers ---------------------------------------------- Camber Energy, Inc., provided an update on the process underway to reestablish production from six Natural Gas/Natural Gas Liquid (NGL) wells in the Coyle field, located in Lincoln and Payne Counties, Oklahoma. Camber is the operator of this field, and has repaired or replaced the electric submersible pumps (ESPs), replaced tubing strings, and acidized and descaled each well as appropriate in an effort to reinstate the water, gas and NGL production. Currently, the Company is producing 2,550 barrels of formation water, 25 barrels of oil and 2,300 thousand cubic feet (MCF) of gas per day from 12 legacy wells. The wellhead gas production average is comprised of 65% NGL's and 35% residue gas. The field-wide average British thermal unit (BTU) is 1,750. Furthermore, Camber is evaluating the potential for additional sustained production gains by use of specific well compression and by installing ESPs in two free-flowing wells. These two wells have 1,900 BTU gas, the highest in the field. Production from the twelve wells began almost fifteen years ago, have a minimal depletion curve and an estimated remaining economic life span exceeding 10 years. In addition to the Coyle Field, Camber has varied working interests in 54 producing Hunton wells in Lincoln County, Oklahoma. The net production to Camber's interests are 15 barrels of oil per day (BOPD) of approximately 62 gravity oil and 2,100 MCF per day of NGL rich gas. As in the Coyle Field, the gas is comprised of 65% NGL's and 35% residue gas. Camber is contracted with midstream operator, Kinder Morgan, to gather and process the gas on a percentage of proceeds contract. The field-wide gas has an average BTU content of approximately 1,450. Camber owns its proportionate share of the critical salt water disposal, electrical, and infrastructure required to effectuate the dewatering and depressurizing of the residual hydrocarbon zones. Camber continually evaluates the potential for offset proved undeveloped reserve (PUD) development of this long life field. Camber also has a varied working interest in 40 oil or gas wells in Glasscock County, Texas, operated by Apache Oil and Gas. These wells produce from the Cline, Wolfberry and Fusselman reservoirs. Net production to Camber is currently 25 BOPD and 65 MCF of gas per-day. "As we recently announced, Camber is pursing existing production acquisitions (proved developing producing (PDP) + proved undeveloped reserve (PUD)) which can add to our inventory of producing wells and drillable offsets in areas like the Permian Basin and other strategic locations," commented Richard N. Azar II, Interim CEO of Camber, who continued, "We want to capitalize on situations where we can leverage our expertise and experience in the dewatering technology to accelerate value and expand operations." About Camber Energy, Inc. Based in San Antonio, Texas, Camber Energy (NYSE American: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the San Andres formation in the Permian Basin. For more information, please visit the Company's website at www.camber.energy. Lucas Energy changed its name to Camber Energy, Inc., effective Jan. 5, 2017, to more accurately reflect the Company's strategic shift from its Austin Chalk and Eagleford roots to an expanding addition of shallow oil and gas reserves with longer-lived, lower-risk production profiles. Camber reported a net loss of $89.12 million on $5.30 million of total net operating revenues for the year ended March 31, 2017, compared to a net loss of $25.44 million on $968,146 of total net operating revenues for the year ended March 31, 2016. As of Sept. 30, 2017, Camber Energy had $34.49 million in total assets, $53.96 million in total liabilities and a total stockholders' deficit of $19.47 million. GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas, issued a "going concern" opinion on the consolidated financial statements for the year ended March 31, 2017, citing that the Company has incurred significant losses from operations and had a working capital deficit at March 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. CAMPBELLTON-GRACEVILLE: Committee Taps Colaborate as Consultant --------------------------------------------------------------- The official committee of unsecured creditors of Campbellton-Graceville Hospital Corp. seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire Colaborate, Inc., as consultant. The firm will provide laboratory consulting services to the committee in connection with the Debtor's Chapter 11 case. Colaborate will be paid an hourly fee of $275 and will be reimbursed of work-related expenses. Kevin Hunt, president and chief executive officer of Colaborate, disclosed in a court filing that he and his firm do not hold or represent any interest adverse to the Debtor's estate. The firm can be reached through: Kevin Hunt Colaborate, Inc. 67 Ladoga Avenue Tampa, FL 33606 About Campbellton-Graceville Hospital Corporation Campbellton-Graceville Hospital Corporation is a non-profit corporation established pursuant to the laws of the State of Florida in 1961 and operates as a not-for-profit 25-bed critical access hospital serving northern Florida, as well as surrounding areas in Georgia and Alabama, and had approximately 100 employees. It offered comprehensive medical care, including emergency services, general hospitalization, laboratory services, swing bed and physical therapy. Campbellton-Graceville Hospital filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 17-40185) on April 17, 2017. The Hon. Karen K. Specie presides over the case. Berger Singerman LLP represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million to $50 million in liabilities. The petition was signed by Marwill Glade of GlassRatner Advisory & Capital Group, LLC, to Debtor's chief restructuring officer. On June 8, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Broad and Cassel LLP as counsel, and Wayne Black and Associates, Inc., as investigative assistant. Judge Karen K. Specie in June 2017 entered an order finding that the appointment of a patient care ombudsman for the Debtor is not necessary. CARDTRONICS INC: Moody's Lowers Corporate Family Rating to Ba3 -------------------------------------------------------------- Moody's Investors Service downgraded Cardtronics, Inc.'s Corporate Family Rating ("CFR") to Ba3 from Ba2 and Probability of Default Rating ("PDR") to Ba3-PD from Ba2-PD. Moody's also downgraded its ratings on the company's 5.50% $300 million senior unsecured notes and 5.13% $250 million senior unsecured notes to B1 from Ba3 and affirmed the SGL-2 Speculative Grade Liquidity rating. The rating action was driven principally by Moody's concerns relating to heightened competitive pressures and pricing declines in two key markets that could exacerbate an already challenging operating environment for Cardtronics as the company grapples with secular headwinds and transitions its business following the loss of a large customer relationship. Moody's took the following rating actions: Corporate Family Rating -- Downgraded to Ba3 from Ba2 Probability of Default Rating -- Downgraded to Ba3-PD from Ba2-PD $250m Senior Unsecured Notes due 2022 --Downgraded to B1 (LGD4) from Ba3 (LGD4) $300m Senior Unsecured Notes due 2025 -- Downgraded to B1 (LGD4) from Ba3 (LGD4) Speculative Grade Liquidity Rating -- Affirmed at SGL-2 Outlook is Stable RATINGS RATIONALE Cardtronics' Ba3 CFR is constrained by the company's elevated leverage (pro forma for acquisitions) of just over 3x as of September 30, 2017 as well as its exposure to long term secular risks associated with potentially limited growth, and possible contraction, in cash-based transactions. The CFR additionally considers uncertainties relating to the company's ability to maintain surcharge and interchange rates as well as manage pressures on profitability arising from potential increases in interest rates within its markets. However, the rating is supported by Cardtronics' established position as the world's largest independent operator of automated teller machines and relatively predictable operating cash flow derived from transaction-based revenues. Moody's expects that Cardtronics' sales will decline by approximately 10% in 2018 due to the recent loss of the company's largest customer, incremental competitive pressure on Cardtronics' surcharge revenues in the Australian market, and the risk of reduced interchange rates negatively impacting the company's United Kingdom operations. Cardtronics' SGL-2 Speculative Grade Liquidity rating is supported by an unrestricted cash balance of $61.5 million as of September 30, 2017 as well as Moody's expectation that the company will generate free cash flow of nearly $100 million over the next 12 months with no meaningful debt maturing over this time frame. Additionally, the company's liquidity is bolstered by approximately $242 million of availability, based on existing debt covenants, under Cardtronics' $400 million revolving credit facility due in 2021. Moody's expect Cardtronics to maintain good liquidity over the coming 12 months while applying free cash flow predominantly towards the further repayment of its credit facility. The stable outlook reflects Moody's expectation that revenues and profitability will decline in 2018 and stabilize in 2019. Moody's expects Cardtronics to repay debt over the coming year, resulting in a moderate increase in debt leverage to about 3.5x in 2018. FACTORS THAT COULD LEAD TO AN UPGRADE The rating could be upgraded if Cardtronics demonstrates consistent growth in free cash flow driven by organic revenue expansion and is able to reduce debt to EBITDA leverage below 2.5x (Moody's adjusted). FACTORS THAT COULD LEAD TO A DOWNGRADE The rating could be downgraded if Cardtronics is not on track to stabilize revenues in 2019 or total debt to EBITDA (Moody's adjusted) increases above 4x on a sustained basis. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Cardtronics provides consumer financial services through its network of ATMs and multi-function financial services kiosks. Cardtronics' customers primarily include large and small retailers, operators of facilities such as shopping malls and airports, and financial institutions. Moody's expects Cardtronics to generate over $1.3 billion in sales in 2018. CARRINGTON FARMS: Court OKs Disclosures; Plan Hearing on Jan. 10 ---------------------------------------------------------------- The Hon. Bruce A. Harwood of the U.S. Bankruptcy Court for the District of New Hampshire has approved Carrington Farms Condominium Owners' Association's modified disclosure statement dated Nov. 9, 2017, with respect to the Debtor's modified plan of reorganization dated Nov. 9, 2017. A hearing on confirmation of the Plan will be held on Jan. 10, 2018, at 2:00 p.m. Jan. 3, 2018, is the last day for filing written acceptances or rejections of the Plan. It is also the last day for filing and serving written objections to confirmation of the Plan. About Carrington Farm Condominium Owners Association Carrington Farms Condominium Owners' Association, a not for profit, voluntary association organized under RSA 292, is responsible for the management and operation of Carrington Farms. It is managed by NH Core Properties, LLC, acting through Tom Carroll. Although it was administratively dissolved, Carrington Farms Condominium Owners' Association has applied for reinstatement. Carrington Farms Condominium Owners' Association filed a Chapter 11 bankruptcy petition (Bankr. D.N.H. Case No. 17-10137) on Feb. 3, 2017. Gary Woscyna, President, signed the petition. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $500,000 to $1 million in liabilities. William S. Gannon, Esq., at William S. Gannon PLLC, is serving as counsel to the Debtor. CBSA FAMILY: Wants to Use Rental Revenue to Pay PBC --------------------------------------------------- CBSA Family Partnership seeks permission from the U.S. Bankruptcy Court for the Central District of California to use the rent collected from its 10,000-square foot metal industrial building located in Corona, California, during the pendency of the Chapter 11 case, or until otherwise ordered by the Court, to pay its regular monthly obligations to Preferred Business Credit, Inc. The Property generates cash in the form of rental income in the amount of $5,381.25 per month from tenant Wholesale Distribution, Inc. In addition, the Tenant pays all utilities and property taxes directly, pursuant to the triple net lease entered into with the Debtor. Because of the tenant's continuous payments of rent, the Debtor should have no difficulty maintaining post-petition obligations to PBC, according to CBSA. The Debtor has to pay the monthly loan payments in the amount of $5,381.25 to PBC under a forbearance agreement, and otherwise permit the payments by the Tenant directly of the ordinary and necessary expenses for the operation of the Property, including the utilities and property taxes directly, pursuant to the triple net lease entered into with the Debtor. The Debtor says the Court should allow the use of the Rental Revenue because PBC's interest in the Debtor's funds is adequately protected by the Debtor's continued operations and the related preservation of the Property. PBC is adequately protected by the Debtor's use of the Rental Revenue to maintain the Property, and continue making its regular payments, thereby protecting the value of all of PBC's collateral. The Debtor assures the Court that its ability to use the Rental Revenue will give the Debtor the ability to maintain the Property, and to continue making its regular monthly installments to PBC. This not only preserves the value of the Property, but simultaneously enhances the value. Every dollar that is generated from the Rental Revenue is being used to continue maintaining the Property, not only to keep the status quo for the benefit of the Creditors, including PBC, but also to enhance the value of the Property for potential buyers. By using the Rental Revenue to maintain the Property, the Debtors are inherently protecting the creditors, and no additional protections are necessary. In the present case, the Debtor intends to use Rental Revenue to operate and preserve the Property. According to the Debtor, the use of Rental Revenue is essential to continue the ordinary maintenance and operations of the Property and to provide necessary services to its Tenant. The Debtor warns that without the use of the Rental Revenue, the Debtor will be unable to maintain, repair, and operate the Property and will be forced to cease operations of the Property because the Debtor will be unable to make its monthly mortgage payments to PBC. By way of a financing motion filed on Nov. 9, 2017, the Debtor seeks approval of the new financing from PBC to payoff Lone Oak Fund, LLC. Additionally, the Financing Motion seeks approval of the discounted payoff and settlement agreement that the Debtor and Lone Oak have entered into. One of the conditions of the financing arrangement with PBC is to have an order approving a cash collateral stipulation between the Debtor and PBC entered concurrently with the entry of the order approving the Financing Motion. The Debtor seeks to have the instant motion heard on Nov. 30, 2017, so that it is heard concurrently with the other motion. Pursuant to an agreement between the Debtor and Lone Oak Fund, LLC, Lone Oak has agreed to accept a discounted payoff amount in the sum of $925,000 to fully and finally resolve its entire claim against the Debtor in this Chapter 11 case. PBC will loan the Debtor the DPO Amount in exchange for which the Debtor will execute a Reaffirmation and Forbearance Agreement and PBC will acquire the first trust deed secured position of Lone Oak. The Debtor will use the loan proceeds from PBC to pay off Lone Oak at a discounted amount, and also obtain a new Forbearance Agreement from PBC. The statutory predicates for the relief requested here are subsections 364(d), 364(e) of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 9019. Immediately upon filing the Financing Motion, counsel for the Debtor and PBC entered into negotiations regarding a cash collateral stipulation. Through the parties' diligent work, Debtor and PBC have successfully negotiated a stipulation that both parties consent to. All other ordinary costs necessary to maintain and preserve the Property, including, without limitation, insurance, real estate taxes, and tenant improvements, are paid directly by the Tenant. A copy of the Debtor's request is available at: http://bankrupt.com/misc/cacb17-12377-52.pdf About CBSA Family Partnership CBSA Family Partnership filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 17-12377) on June 12, 2017. The Hon. Erithe A. Smith presides over the case. Friedman Law Group, PC, represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Kimberly M. Ord, its president. CDR HRB HOLDINGS: S&P Lowers CCR to 'B-' & Debt Rating to 'CCC' --------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Stamford, Conn.-based CDR HRB Holdings Inc. and subsidiary HRB to 'B-' from 'B'. The outlook is negative. S&P said, "At the same time, we lowered our rating on HRB's $250 million 8.875% senior unsecured notes due in 2025 to 'CCC' from 'CCC+'. The recovery rating is '6', indicating our expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of a default." Gross debt outstanding as of Sept. 30, 2017, was $480.3 million. The rating downgrade reflects HRB's continued tough operating environment--including substantial competition from large consumer-product rivals and new entrants, evolving retailer strategies, and volatile input costs--that has resulted in poor operating results and credit ratio deterioration. S&P said, "We forecast adjusted leverage will remain in the low-9x area and break-even free cash flow over the next year. Given the sizable drop in profitability, we reassessed HRB's business risk to vulnerable from weak." The negative outlook reflects the potential for a lower rating over the next 12 months if credit protection measures continue to weaken due to a further deterioration in profitability. S&P said, "We could lower the ratings if there is a further escalation in competition, shelf-space losses, or input-cost volatility, which could lead to an unsustainable capital structure or an inability to return to consistent positive free cash flow generation. This could result if we forecast that adjusted leverage will increase to well over 10x on a sustained basis or if we believe free cash flow will remain at or below break-even without realistic prospects for material improvement. "We could revise the outlook to stable if HRB stabilizes profitability, reports multiple quarters of consistently positive free cash flow, and improves adjusted leverage closer to 8x. For this to occur, EBITDA would need to increase by about 15%." CHANNEL TECHNOLOGIES: Hearing on Plan Outline OK Set for Dec. 13 ---------------------------------------------------------------- Channel Technologies Group, LLC, asks the U.S. Bankruptcy Court for the Central District of California to approve its disclosure statement in support of the Chapter 11 liquidating plan dated Nov. 7, 2017. A hearing will be held on Dec. 13, 2017, at 10:00 a.m. to consider the approval of the Disclosure Statement. Responses to the Debtor's request must be filed at least 14 days prior to the hearing. The Debtor proposes these dates for certain events in connection with Plan confirmation: -- Dec. 15, 2017 Plan Solicitation Deadline -- Jan. 10, 2018 Voting Deadline -- Jan. 17, 2018 Confirmation Brief Deadline & Voting Report Deadline -- Jan. 24, 2018 Confirmation Objection Deadline -- Jan. 31, 2018 Confirmation Reply Deadline (if necessary) -- Feb. 7, 2018 Plan Confirmation Hearing Date A copy of the Debtor's request is available at: http://bankrupt.com/misc/cacb16-11912-421.pdf About Channel Technologies Group Headquartered in Santa Barbara, California, Channel Technologies Group, LLC, designs and manufactures piezoelectric ceramics, transducers, sonar equipment and other related products sold primarily to military, commercial, and industrial customers in the United States and internationally. CTG is a privately owned California limited liability company founded in 1959. In 2011, CTG was acquired by BW Piezo Holdings, LLC, a Delaware limited liability company, from Alta Properties, Inc., fka Channel Technologies, Inc. BWP now owns 100% of CTG's member interests. BWP is majority-owned by Blue Wolf Capital Fund II, L.P. (the Company's pre-petition lender), which is an investment fund managed by Blue Wolf Capital Advisors, L.P. CTG is a member-managed LLC. Charles Miller is the manager. CTG filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-11912) on Oct. 14, 2016. The case is assigned to Judge Peter Carroll. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor has engaged Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel; Fernald Law Group LLP as special counsel; CR3 Partners, LLC, as restructuring advisor; and Prime Clerk LLC as noticing, claims and balloting agent. On April 7, 2017, the U.S. Trustee appointed an official committee of unsecured creditors. CHG HEALTHCARE: S&P Rates $200MM First-Lien Term Loan 'B' --------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to health care staffing company CHG Healthcare Services Inc.'s $200 million incremental first-lien term loan. S&P said, "The company intends to use the proceeds to repay a portion of second-lien debt. The recovery rating is '3', indicating our expectations for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of payment default. We revised the estimated recovery percentage to 50% from 60%, reflecting higher expected first-lien debt in a default scenario. The company also intends to reprice the first-lien term loan to L+275-300 from L+325." "Our ratings on CHG reflect the company's weak business risk profile, highlighted by the company's operating concentration in the highly competitive health care staffing industry. The company's business mix benefits from significant exposure to the locum tenens business, which we view as having greater stability of demand and supply than the allied health and travel nurse segment. The rating also reflects the company's highly leveraged financial risk profile, which incorporates our expectation that adjusted leverage will remain above 5x for the next few years. The refinancing is a leverage-neutral transaction, with leverage expected to remain above 5x." RATINGS LIST New Rating CHG Healthcare Services Inc. $200 million incremental 1st-lien term ln B Recovery Rating 3 (50%) Ratings Unchanged CHG Healthcare Services Inc. Corporate Credit Rating B/Stable/-- Senior Secured B Recovery Rating 3 (60%) CHG Healthcare Services Inc. is a provider of temporary healthcare staffing services to hospitals, physician practices and other healthcare settings in the United States. CHG derives the majority of its revenue from locum tenens staffing and additionally provides travel nurse, allied health, and permanent placement services. Leonard Green & Partners and Ares Management acquired CHG in November 2012. CHG reported $1.3 billion of revenue for the twelve months ended September 30, 2016. CHRISTOPHER RIDGEWAY: Can't Appeal Common Core Doctrine Ruling -------------------------------------------------------------- The U.S. District Court for the Eastern District of Louisiana entered an order denying Appellant-Debtor Christopher Martin Ridgeway's motion for leave to appeal. The Debtor's motion to expedite is also dismissed as moot. The Debtor sought leave to appeal a decision of the Bankruptcy Court that struck his common core doctrine objections to Appellees Stryker Corporation and Howmedica Osteonics Corporation's proofs of claim for attorney fees and costs. In particular, Appellees proofs of claim for attorney's fees and costs were submitted based on an underlying judgment in federal court in the Western District of Michigan. This controversy originated in Michigan, where Appellees brought a claim against Debtor--former employee of Appellees--in part, for violation of a non-compete under the Michigan Uniform Trade Secrets Act. Following jury trial, judgment was entered in favor of Appellees and against the Debtor on March 9, 2016. Debtor appealed the judgment, which was affirmed by the Sixth Circuit. Shortly thereafter, Debtor filed a voluntary petition for Chapter 11 Bankruptcy on March 23, 2016. The Debtor's attempt to tie this issue to Federal Rule of Bankruptcy Procedure 7016 is unconvincing. The issue is one of discretion pertaining to what the Debtor will be allowed to present during the pre-trial, evidentiary hearing set for Nov. 30, 2017. Review of Debtor's request would require this Court to delve into the factual Bankruptcy record, as well as the record in the Michigan Case. The request by Debtor does not involve, as required, "pure" or "abstract" issues of law "suitable for determination by an appellate court without a trial record." Further, the Debtor has failed to meet his burden of proving any exceptional circumstances that would require this Court to take such an undertaking. Additionally, hearing this discovery issue on interlocutory appeal would do nothing to further the ultimate termination of this litigation. In fact, appeal would materially delay the approaching determinative evidentiary hearing. A full-text copy of the Court's Order dated Nov. 16, 2017, is available at: http://bankrupt.com/misc/laeb16-10643-567.pdf Christopher Martin Ridgeway filed a Chapter 11 bankruptcy petition (Bankr. E.D. La. Case No. 16-10643) on March 23, 2016, and is represented by attorneys at Adams and Reese, LLP. COACH LAMP INN: Taps Leyden Law as Special Counsel -------------------------------------------------- Coach Lamp Inn, Inc. received approval from the U.S. Bankruptcy Court for the District of Maryland to retain Leyden Law, LLC as its legal counsel before the Court of Special Appeals of Maryland. The firm will continue to assist the Debtor in connection with its appeal of the revocation of its liquor license by the Prince George's County Board of Licensing Commissioners. Edward James Leyden, Esq., the attorney handling the case, charges an hourly fee of $450. Mr. Leyden disclosed in a court filing that he and his firm do not hold any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Edward James Leyden, Esq. Leyden Law, LLC 14300 Gallant Fox Lane, Suite 103 Bowie, MD 20715 Email: ejleyden@leydenlaw.com About Coach Lamp Inn Inc. Coach Lamp Inn, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-20735) on August 8, 2017. Simerjeet Pannu, its owner, signed the petition. Judge Michelle M. Harner presides over the case. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $50,000. Gilman & Edwards, LLC is the Debtor's bankruptcy counsel. COASTAL STAFFING: Taps Kilmer Crosby as Legal Counsel ----------------------------------------------------- Coastal Staffing Services, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire Kilmer Crosby & Walker PLLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors and investors; investigate the acts of the Debtor's management; and assist in the preparation of a plan of reorganization. The firm's hourly rates are: Brian Kilmer $425 Meritt Crosby $395 Shannon A.S. Quadros $325 Brian Kilmer, Esq., disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian A. Kilmer, Esq. Meritt Crosby, Esq. Shannon A.S. Quadros, Esq. 712 Main Street, Suite 1100 Houston, TX 77002 Tel: 713-300-9662 Fax: 214-731-3117 Email: bkilmer@kcw-lawfirm.com Email: mcrosby@kcw-lawfirm.com Email: squadros@kcw-lawfirm.com About Coastal Staffing Services LLC Based in Sulphur, Louisiana, Coastal Staffing Services -- http://www.teamcss.net/-- provides complete employee-related services for a diverse client base. The company offers safety management and training services, including OSHA 10 & 30-hour training, Mock OSHA audits, Safety Staffing Solutions, among others. It also provides temporary, temporary-to-hire, direct hire, contract, and payroll employees for its clients. Coastal Staffing Services handles all the recruiting, screening, employment verification, payroll, tax filings, liability insurance, worker's compensation, and unemployment responsibilities. Coastal Staffing Services filed a Chapter 11 petition (Bankr. W.D. La. Case No. 17-21088) on November 27, 2017. The petition was signed by Charles P. Clayton, manager. The case is assigned to Judge Robert Summerhays. The Debtor is represented by Brian A. Kilmer, Esq. at Kilmer Crosby & Walker PLLC. At the time of filing, the Debtor had assets and liabilities estimated at $1 million to $10 million. COMPASS POWER: S&P Assigns Prelim BB- Rating on $700MM Term Loan B ------------------------------------------------------------------ S&P Global Ratings said it assigned its preliminary 'BB-' rating and preliminary '2' recovery rating to Compass Power Generation LLC's $700 million term loan B due 2024 and $60 million revolving credit facility due 2022. The outlook is stable. The preliminary '2' recovery rating reflects our expectation of substantial (70%-90%; rounded estimate: 85%). S&P will finalize the rating upon receipt and review of final project documentation, which it anticipates will conform with preliminary documents. The 'BB-' rating reflects an effective contractual profile at the Marcus Hook Energy Center as well as expected consistent capacity revenues in Independent System Operator-New England (ISO-NE), offset to a degree by considerable market risk surrounding power prices in both the Pennsylvania-Jersey-Maryland (PJM) Interconnection and ISO-NE markets. Although, in the near term, market risk is significantly limited by the aforementioned contracts, it increases in the latter years as Dighton and Milford become fully exposed to the capacity markets, and, after 2030, as Marcus Hook's capacity contract with LIPA rolls off. S&P said, "The stable outlook reflects our expectation of DSCRs of about 1.5x during the next few years. These metrics are driven by an expectation of effective operations at each of the assets and low forced outage rates. "We could lower the rating if DSCRs drop below 1.3x consistently, likely as a result of diminished power pricing or substantially weaker availability. In addition, increased refinancing risk, brought about by sweeping lower-than-anticipated amounts during the contract and cleared capacity periods, could drop the rating by a notch. "While unlikely currently, we could raise the rating if the project's minimum DSCR exceeds 1.6x; such an increase would likely require a pronounced improvement in power pricing." COMSTOCK MINING: Regains Compliance with NYSE Listing Rule ---------------------------------------------------------- Comstock Mining Inc. received a letter from the NYSE American LLC on Nov. 27, 2017, stating that the Company is in compliance with the Exchange's continued listing standards set forth in Part 10 of the Exchange's Company Guide. The Exchange specifically noted that the Company has resolved the Company's previously announced low selling price deficiency. About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock District in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Comstock Mining reported a net loss of $12.96 million in 2016, a net loss of $10.45 million in 2015, and a net loss of $9.63 million in 2014. As of Sept. 30, 2017, Comstock Mining had $32.21 million in total assets, $19.59 million in total liabilities and $12.61 million in total stockholders' equity. CONCENTRA INC: S&P Affirms 'B+' CCR, Off Watch Negative ------------------------------------------------------- S&P Global Ratings affirmed its 'B+' corporate credit rating on occupational-based physical therapy services provider Concentra Inc. and removed the rating from CreditWatch, where it was placed with negative implications on Oct. 25, 2017. The outlook is negative. On Oct. 23, 2017, Addison, Texas-based Concentra Inc., a provider of occupational-based physical therapy services, entered into a definitive agreement to acquire U.S. HealthWorks, a subsidiary of Dignity Health, for $753 million. The company will fund the proposed transaction with a $555 million incremental first-lien term loan B and a $240 million second-lien term loan. S&P said, "In addition, we assigned a 'B+' issue-level rating and '3' recovery rating to Concentra's proposed $555 million first-lien add on. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. We assigned our 'B-' issue-level rating to the company's proposed $240 million second-lien term loan. Our recovery rating on this debt is '6', indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "We also affirmed our 'B+' issue-level rating on the company's senior secured debt and removed it from CreditWatch. The recovery rating on this debt remains '3', reflecting our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of default." Concentra announced plans to acquire Dignity Health subsidiary U.S. HealthWorks, a national provider of occupation-based therapy services and urgent care services. The transaction, which expands Concentra's primary business focus, will be funded with $555 million of incremental borrowings on the company's first-lien term loan B and a new $240 million second-lien term loan. The negative outlook reflects credit metrics which are quite weak for the rating, risks to S&P's base case of deleveraging, and the potential for a downgrade over the next 18 months if it believes the company's commitment to generally maintaining adjusted debt leverage below 5x has weakened. Concentra is a provider of occupational and consumer healthcare services, including workers' compensation injury care, physical exams and drug testing for employers, and wellness and preventative care in approximately 416 locations across the US, including clinics at employer locations. The company also provides outpatient services to veterans in community based outpatient clinics. Concentra recognized revenue of about $1 billion in the twelve months ended June 30, 2017. Concentra is jointly owned by Select Medical Corporation and affiliates of Welsh, Carson, Anderson & Stowe. CORBETT-FRAME INC: Wants to Continue Using Cash Through Dec. 31 --------------------------------------------------------------- Corbett-Frame, Inc., asks for authorization from the U.S. Bankruptcy Court for the Eastern District of Kentucky to use cash collateral on an extended basis through Dec. 31, 2017. The Debtor proposes to provide the cash collateral creditors with the same adequate protection as provided in previous orders including replacement liens and payment. Without continued use of cash collateral, the Debtor says it will be irreparably harmed as cash is essential to continue business operations and pay employees. A full-text copy of the Debtor's request is available at: http://bankrupt.com/misc/kyeb17-51607-60.pdf As reported by the Troubled Company Reporter on Nov. 27, 2017, the Court authorized the Debtor to use cash collateral from Nov. 1 through Nov. 30, only in accordance with the Court's interim order. About Corbett-Frame Corbett-Frame, Inc., dba Corbett-Frame Jewelers, owns a jewelry store in Lexington, Kentucky, offering contemporary designer collections & customized pieces. The Company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Corbett-Frame filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51607) on Aug. 9, 2017. Jennifer Lykins, its president, signed the petition. At the time of filing, the Debtor estimated its assets and liabilities at between $1 million and $10 million. The case is assigned to Judge Gregory R. Schaaf. The Debtor is represented by Jamie L. Harris, Esq., at the Delcotto Law Group PLLC. No trustee or examiner has been appointed in this Chapter 11 case, and no creditors' committee or other official committee has been appointed. CYTORI THERAPEUTICS: Creates New Series B Conv. Preferred Stock --------------------------------------------------------------- Cytori Therapeutics, Inc., filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock with the Delaware Secretary of State creating a new series of its authorized preferred stock, par value $0.001 per share, designated as the "Series B Convertible Preferred Stock". The number of shares initially constituting the Series B Preferred Stock was set at 10,000 shares. Each share of Series B Preferred Stock will be convertible, at Cytori's option at any time on or after the first anniversary of the closing of the Rights Offering or at the option of the holder at any time, into the number of shares of Cytori's common stock, par value $0.001 per share determined by dividing the $1,000 stated value per share of the Series B Preferred Stock by a conversion price of $0.3333 per share. In addition, the conversion price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations or reclassifications. Subject to limited exceptions, a holder of the Series B Preferred Stock will not have the right to convert any portion of the Series B Preferred Stock to the extent that, after giving effect to the conversion, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of Cytori's Common Stock outstanding immediately after giving effect to its conversion. In the event Cytori effects certain mergers, consolidations, sales of substantially all of its assets, tender or exchange offers, reclassifications or share exchanges in which its Common Stock is effectively converted into or exchanged for other securities, cash or property, Cytori consummates a business combination in which another person acquires 50% of the outstanding shares of its Common Stock, or any person or group becomes the beneficial owner of 50% of the aggregate ordinary voting power represented by Cytori's issued and outstanding Common Stock, then, upon any subsequent conversion of the Series B Preferred Stock, the holders of the Series B Preferred Stock will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon conversion in full of the Series B Preferred Stock. Holders of Series B Preferred Stock will be entitled to receive dividends (on an as-if-converted-to-common-stock basis) in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of Common Stock. Except as otherwise provided in the Certificate of Designation or as otherwise required by law, the Series B Preferred Stock has no voting rights. Upon Cytori's liquidation, dissolution or winding-up, whether voluntary or involuntary, holders of Series B Preferred Stock will be entitled to receive out of Cytori's assets, whether capital or surplus, an amount equal to the $1,000 stated value per share for each share of Series B Preferred Stock before any distribution or payment shall be made to the holders of any junior securities. Cytori is not obligated to redeem or repurchase any shares of Series B Preferred Stock. Shares of Series B Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions. About Cytori Based in San Diego, California, Cytori -- http://www.cytori.com/-- is a therapeutics company developing regenerative and oncologic therapies from its proprietary cell therapy and nanoparticle platforms for a variety of medical conditions. Data from preclinical studies and clinical trials suggest that Cytori Cell Therapy acts principally by improving blood flow, modulating the immune system, and facilitating wound repair. As a result, Cytori Cell Therapy may provide benefits across multiple disease states and can be made available to the physician and patient at the point-of-care through Cytori's proprietary technologies and products. Cytori Nanomedicine is developing encapsulated therapies for regenerative medicine and oncologic indications using technology that allows Cytori to use the benefits of its encapsulation platform to develop novel therapeutic strategies and reformulate other drugs to optimize their clinical properties. BDO USA, LLP, in San Diego, California, Cytori's independent accounting firm, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Cytori reported a net loss of $22.04 million for the year ended Dec. 31, 2016, compared to a net loss of $18.74 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Cytori had $26.44 million in total assets, $18.62 million in total liabilities and $7.81 million in total stockholders' equity. CYTORI THERAPEUTICS: Obtains $8.9 Million From Rights Offering -------------------------------------------------------------- Cytori has completed its previously announced rights offering pursuant to its effective registration statement on Form S-1, as amended (Registration Statement No. 333-219967), previously filed with and declared effective by the Securities and Exchange Commission, and a prospectus and prospectus supplement filed with the SEC. Pursuant to the Rights Offering, Cytori sold an aggregate of 10,000 units consisting of an aggregate of 10,000 shares of Series B Preferred Stock and 18,000,000 warrants, with each warrant exercisable for one share of Common Stock at an exercise price of $0.3333 per share, resulting in net proceeds to Cytori of approximately $8.9 million, after deducting expenses relating to the Rights Offering, including dealer-manager fees and expenses, and excluding any proceeds received upon exercise of any warrants. About Cytori Based in San Diego, California, Cytori -- http://www.cytori.com/-- is a therapeutics company developing regenerative and oncologic therapies from its proprietary cell therapy and nanoparticle platforms for a variety of medical conditions. Data from preclinical studies and clinical trials suggest that Cytori Cell Therapy acts principally by improving blood flow, modulating the immune system, and facilitating wound repair. As a result, Cytori Cell Therapy may provide benefits across multiple disease states and can be made available to the physician and patient at the point-of-care through Cytori's proprietary technologies and products. Cytori Nanomedicine is developing encapsulated therapies for regenerative medicine and oncologic indications using technology that allows Cytori to use the benefits of its encapsulation platform to develop novel therapeutic strategies and reformulate other drugs to optimize their clinical properties. BDO USA, LLP, in San Diego, California, Cytori's independent accounting firm, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Cytori reported a net loss of $22.04 million for the year ended Dec. 31, 2016, compared to a net loss of $18.74 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Cytori had $26.44 million in total assets, $18.62 million in total liabilities and $7.81 million in total stockholders' equity. DAVE'S AUTOMOTIVE: Jan. 9 Plan Confirmation Hearing --------------------------------------------------- The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada has conditionally approved Dave's Automotive & Truck Rental, Inc.'s disclosure statement for the Debtor's small business Chapter 11 plan of reorganization dated Nov. 8, 2017. A hearing on final approval of the Disclosure Statement and confirmation of the Plan will be held on Jan. 9, 2018, at 2:00 p.m. All objections to the Debtor's Plan or to the adequacy of the Debtor's Disclosure Statement must be filed by Dec. 26, 2017. All ballots for the acceptance or rejection of Debtor's Plan must be received by the Debtor's counsel by Jan. 2, 2018. The deadline for the Debtor to confirm its Plan will be extended to Jan. 9, 2018, at 2:00 p.m. Dave's Automotive & Truck Rental, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 17-50410) on April 7, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Kevin A. Darby, Esq. of Darby Law Practice, Ltd. DECK CHASSIS: Moody's Affirms B1 CFR; Outlook Stable ---------------------------------------------------- Moody's Investors Service affirmed the B1 Corporate Family Rating ("CFR") and B1-PD Probability of Default Rating ("PDR") of Deck Chassis Acquisition Inc. following the purchase of TRAC Intermodal LLC's domestic chassis fleet by Deck Chassis Acquisition's subsidiary, Direct ChassisLink, Inc. ("DCLI"). Deck Chassis Acquisition plans to fund the purchase with an incremental draw from a $900 million asset-based revolving credit facility due 2022, a new $325 million senior secured term loan due 2023 and a significant amount of new equity. Moody's assigned a B3 rating to the new senior secured term loan and affirmed the B3 rating of Deck Chassis Acquisition's existing $325 million senior secured notes due 2023. The rating outlook is stable. RATINGS RATIONALE The affirmation of the B1 CFR takes into account the attractive position of the domestic chassis fleet business as the sole provider of chassis equipment pools for the transportation of 53' containers that are used by North American freight railroads and other large transportation and logistics companies. The efficiency of the equipment pool model, the capital that is required to build a sizeable fleet and entrenched customer relationships establish barriers to enter this market and mitigate the risk of equipment ownership by DCLI's customers. The domestic chassis fleet is a good operational fit with DCLI's core competency of cost-effective management of equipment pools with well-maintained chassis. In addition, the planned migration of the domestic chassis fleet to DCLI's REZ-1 asset management software will enable DCLI's customers to use a single IT-platform for reservations, tracking and billing of both chassis and containers. Unlike DCLI's existing marine chassis fleet, maintenance and repair of domestic chassis equipment is not carried out at high-cost port locations, supporting EBITDA margins that are well in excess of Deck Chassis Acquisition's current EBITDA margins of slightly more than 30%, calculated on a Moody's adjusted basis. Moody's estimates that debt/EBITDA will increase to approximately 5.5 times as a result of the acquisition, calculated on a pro forma basis for 2017, excluding any anticipated cost savings. Although this represents a significant increase from debt/EBITDA of 4.3 times as of September 2017, Moody's anticipates that Deck Chassis Acquisition is able to decrease financial leverage to current levels within two years following the transaction, provided that free cash flow is deployed towards debt reduction. Moody's considers Deck Chassis Acquisition's liquidity to be very good, taking into account its ability to generate considerable free cash flow, the absence of material debt maturities until 2022 and the $300 million that is expected to be available under the new $900 million asset-based revolving credit facility upon closing of the financing transactions. The new $325 million senior secured term loan due 2023 is rated B3, in line with the B3 rating of the existing senior secured notes due 2023 and two notches below the B1 CFR. This reflects the higher ranking in Moody's Loss Given Default analysis of the $900 million asset-based revolving credit facility that has a first-priority claim on DCLI's assets compared to the second-priority security interest of the term loan and the notes. The stable outlook reflects Moody's expectation of moderate increases in chassis usage in both the domestic and marine segments of the containerized transportation market, which, along with an increase in chassis rental rates, is expected to result in mid-single digit revenue growth in 2018. The ratings could be upgraded if Deck Chassis Acquisition is able to increase EBITDA margins towards 40% following the integration of the domestic chassis fleet, while lowering debt/EBITDA to less than 4 times and increasing EBIT/interest expense to at least 2.5 times. Adherence to a conservative financial policy with respect to shareholder distributions and acquisitions would also be an important consideration for a rating upgrade. The ratings could be downgraded if Moody's expects that EBITDA margins decrease to well below 35%, debt/EBITDA approaches 5.5 times, EBIT/interest expense decreases to 1.5 times, or if free cash flow falls meaningfully below $75 million. Affirmations: Issuer: Deck Chassis Acquisition Inc. -- Corporate Family Rating, Affirmed B1 -- Probability of Default Rating, Affirmed B1-PD -- Senior Secured Regular Bond/Debenture, Affirmed B3(LGD5) Assignments: Issuer: Deck Chassis Acquisition Inc. -- Senior Secured Bank Credit Facility, Assigned B3(LGD5) Outlook Actions: Issuer: Deck Chassis Acquisition Inc. -- Outlook, Remains Stable The principal methodology used in these ratings was Global Surface Transportation and Logistics Companies published in May 2017. Deck Chassis Acquisition Inc. is the direct parent of Direct ChassisLink, Inc. Headquartered in Charlotte, NC, Direct ChassisLink, Inc. is a leading provider of equipment and asset management software services to the U.S. intermodal transportation industry. Revenues for the last 12 months ended September 2017 were approximately $424 million. Deck Chassis Acquisition Inc. is owned by funds managed by EQT Infrastructure II GP B.V. DECK CHASSIS: S&P Affirms 'BB-' CCR, Off CreditWatch Negative ------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' corporate credit rating on cargo chassis lessor Deck Chassis Acquisition Inc. and removed the rating from CreditWatch, where S&P placed it with negative implications on Oct. 26, 2017. S&P said, "At the same time, we affirmed our 'BB-' issue-level rating on the company's $325 million senior secured notes and removed the rating from CreditWatch, where we placed it with negative implications on Oct. 26, 2017. The '3' recovery rating remains unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a default. "Additionally, we assigned our 'BB-' issue-level rating and '3' recovery rating to the company's proposed $325 million senior secured term loan. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a default. "The affirmation reflects our belief that Deck Chassis' credit metrics will stabilize as the company integrates TRAC Intermodal's domestic chassis fleet after weakening immediately following the acquisition. Following the transaction, DCLI will gain a presence outside of the marine chassis market in which it currently operates. The company's fleet will increase to approximately 218,000 chassis on a pro forma basis (including owned and managed assets) from about 136,000 currently. In addition, DCLI will add 66 additional operating locations at major ports and intermodal hubs throughout the U.S. to its existing network. "The stable outlook on Deck Chassis incorporates our expectation that DCLI's operating performance will improve after it completes its acquisition of TRAC Intermodal's domestic chassis business. We also believe that the company's operating performance will improve on stronger demand and pricing in general. Therefore, we anticipate that the company's credit metrics will weaken somewhat at the time of the acquisition before improving thereafter, including an EBIT interest coverage metric in the low-1x area and an FFO-to-debt ratio of around 10%. "We do not expect to lower our ratings on DCLI during the next year. However, we could lower our ratings on the company if economic weakness, reduced utilization rates, earnings, and cash flow, or the failure to successfully integrate TRAC's domestic chassis business causes its EBIT interest coverage metric to decline below 1x and its FFO-to-debt ratio to decline below 9% for a sustained period. "An upgrade is unlikely over the next year because we believe that DCLI's ownership by a financial sponsor precludes the possibility for sustained improvement in its credit metrics. However, we could consider raising our ratings on the company if its EBIT interest coverage metric increases above 1.7x and its FFO-to-debt ratio reaches 13%. This could occur because of better-than-expected earnings from stronger demand and/or pricing. We would also need to believe that the company's financial sponsor is committed to supporting its metrics at these improved levels." Deck Chassis Acquisition Inc. intends to acquire and to merge with LJ Chassis Holdings, Inc., the direct parent of Direct ChassisLink, Inc. Headquartered in Charlotte, NC, Direct ChassisLink, Inc. is a leading provider of equipment and asset management software services to the U.S. intermodal industry. Revenues for the last 12 months ended March 2016 were approximately $343 million. DEMAY INC: Plan and Disclosures Hearing Set for Jan. 3 ------------------------------------------------------ Judge Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida conditionally approved DeMay, Inc.'s disclosure statement describing its proposed plan of reorganization. Creditors and other parties in interest must their ballots accepting or rejecting the Plan no later than 14 days before the date of the Confirmation Hearing. Jan. 3, 2018, is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. The hearing will be held at 10:00 a.m., in 4th Floor Courtroom A, 300 North Hogan Street, Jacksonville, Florida. Any objections to Disclosure or Confirmation shall be filed and served seven days before the hearing. About DeMay DeMay, Inc., based in Jacksonville, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-00012) on Jan. 3, 2017. Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler, LLP, to serve as bankruptcy counsel. In its petition, the Debtor estimated $549,710 in assets and $1.83 million in liabilities. The petition was signed by Barry DeMay, president. The Office of the U.S. Trustee on Feb. 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of DeMay, Inc. DEXTERA SURGICAL: Falls Short of Nasdaq's Bid Price Requirement --------------------------------------------------------------- Dextera Surgical Inc. has received from the staff of The Nasdaq Stock Market LLC a letter notifying Dextera that the bid price of its common stock had closed at less than $1 over the previous 30 consecutive trading days and, as a result, did not comply with Listing Rule 5550(a)(2). Dextera previously had been notified that it was not in compliance with the Rule and had been provided with 180 days to regain compliance with the Rule, which 180 days ended on Nov. 28, 2017. The letter further stated that Dextera is not eligible for a second 180-day period to regain compliance with the Rule due to its failure to comply with the Nasdaq minimum stockholders' equity requirement of $5 million for initial listing on the Nasdaq Capital Market, which serves as an additional basis for delisting Dextera's common stock from Nasdaq. Dextera has an appeal scheduled with the Nasdaq Hearings Panel regarding its failure to comply with the Nasdaq minimum stockholders' equity requirement, and the Nasdaq letter states that the Nasdaq Hearings Panel will consider Dextera's failure to comply with the Rule in making its decision. About Dextera Surgical Redwood City, California-based Dextera Surgical (Nasdaq:DXTR) designs and manufactures proprietary stapling devices for minimally invasive surgical procedures. Dextera Surgical also markets automated anastomosis devices for coronary artery bypass graft (CABG) surgery on the market today: the C-Port Distal Anastomosis Systems and PAS-Port Proximal Anastomosis System. These products are sold by Dextera Surgical under the Cardica brand name. Visit www.dexterasurgical.com for more information. Dextera Surgical reported a net loss allocable to common stockholders of $25.93 million on $3.42 million of total net revenue for the fiscal year ended June 30, 2017, compared to a net loss allocable to common stockholders of $15.98 million on $4.05 million of total net revenue for the fiscal year ended June 30, 2016. As of Sept. 30, 2017, Dextera had $6.53 million in total assets, $14.82 million in total liabilities and a total stockholders' deficit of $8.29 million. BDO USA, LLP, in San Jose, California, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended June 30,2017, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. DOGGY CARE: Taps Scura Wigfield as Legal Counsel ------------------------------------------------ Doggy Care of Hoboken, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Scura, Wigfield, Heyer, Stevens & Cammarota, LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in adversary proceedings; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Partners $425 Associates $375 Paralegals $150 David Stevens, Esq., the attorney who will be handling the case, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David L. Stevens, Esq. Scura, Wigfield, Heyer, Stevens & Cammarota, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: 973-696-8391 Email: dstevens@scuramealey.com About Doggy Care of Hoboken LLC Doggy Care of Hoboken, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-32926) on November 13, 2017. Stephen Anatro, 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. EAST OAKLAND FAITH: Taps Lawrence L. Szabo as Legal Counsel ----------------------------------------------------------- East Oakland Faith Deliverance Center Church seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire the Law Offices of Lawrence L. Szabo as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Lawrence Szabo, Esq., will charge an hourly fee of $450 for his services. The attorney received $10,000 from the Debtor as a security retainer. Mr. Szabo disclosed in a court filing that he does not hold any interest adverse to the Debtor or its estate. The firm can be reached through: Lawrence L. Szabo, Esq. Law Offices of Lawrence L. Szabo 3608 Grand Ave. #1 Oakland, CA 94610-2024 Tel: (510) 834-4893 Email: szabo@sbcglobal.net About East Oakland Faith Deliverance Center Church Based in Oakland, California, East Oakland Faith Deliverance Center Church is a non-profit, tax-exempt corporation in the religious organizations industry. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 17-42951) on November 28, 2017. Rev. Ray E. Mack, president, 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 William J. Lafferty presides over the case. ENCLAVE BUSINESS: Gets Approval to Hire Tarpy Cox as Legal Counsel ------------------------------------------------------------------ Enclave Business Park, L.P. received approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Tarpy, Cox, Fleishman & Leveille, PLLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Thomas Leveille $300 Lynn Tarpy $300 Luke Durham $250 Paralegal/Law Clerk $75 - $90 Tarpy Cox received an initial retainer of $12,000, plus $1,717 for the filing fee. Lynn Tarpy, Esq., disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Thomas Lynn Tarpy, Esq. Tarpy, Cox, Fleishman & Leveille, PLLC 1111 Northshore Drive Landmark Tower North, Suite N-290 Knoxville, TN 37919 Tel: (865) 588-1096 Fax: (865) 588-1171 Email: ltarpy@tcflattorneys.com About Enclave Business Park L.P. Enclave Business Park, L.P. owns in fee simple interest 32 acres of land located at Mitchell Road Oak Ridge, Tennessee, valued at $4 million. It listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 17-33343) on November 3, 2017. The petition was signed by Walter Wise, president of general partner EBP, Inc. At the time of the filing, the Debtor disclosed $4.92 million in assets and $1.76 million in liabilities. Judge Suzanne H. Bauknight presides over the case. ENCLAVE BUSINESS: Taps Property Services Group as Appraiser ----------------------------------------------------------- Enclave Business Park, L.P. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire an appraiser. The Debtor proposes to employ Property Services Group to appraise its property in Oak Ridge, Tennessee. The firm estimates that its fee will be approximately $3,500 to $5,000. Mike Smith, a real estate appraiser employed with PSG, disclosed in a court filing that he and his firm do not hold or represent any interest adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Mike Smith Property Services Group P.O. Box 986 Plainfield, IN 46168 Phone: (317) 837-9860 Fax: (317) 837-8886 Email: info@psgcondos.com About Enclave Business Park L.P. Enclave Business Park, L.P. owns in fee simple interest 32 acres of land located at Mitchell Road Oak Ridge, Tennessee, valued at $4 million. It listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 17-33343) on November 3, 2017. The petition was signed by Walter Wise, president of general partner EBP, Inc. At the time of the filing, the Debtor disclosed $4.92 million in assets and $1.76 million in liabilities. Judge Suzanne H. Bauknight presides over the case. EXGEN TEXAS: Exelon Bid to Open Dec. 18 Auction of Handley Assets ----------------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures of ExGen Texas Power, LLC and its affiliates in connection with the sale of substantially all assets of Handley Power, LLC to Exelon Generation Co., LLC for $60 million in cash, subject to certain adjustments, and the assumption of certain liabilities, subject to overbid. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 14, 2017 at 5:00 p.m. (ET) b. Minimum Initial Overbid Amount: Greater than or equal to the sum of the value offered under the Stalking Horse Agreement, plus (i) the aggregate amount of the Break-Up Fee and Expense Reimbursement Amount, plus (ii) $2,000,000 c. Good Faith Deposit: $5,000,000 d. Auction: An Auction will be conducted at the offices of Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware on Dec. 18, 2017 at 10:00 a.m. (ET) e. Continuing Minimum Overbid Amount: $250,000 f. Sale Objection Deadline: Dec. 14, 2017 at 4:00 p.m. (ET) g. Auction Objection Deadline: Dec. 28, 2017 at 4:00 p.m. (ET) h. Sale Hearing: Jan. 5, 2017 at 10:00 a.m. (ET) A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/ExGen_Texas_99_Order.pdf The Stalking Horse Bidder is deemed a Qualified Bidder for all purposes, and the Stalking Horse Bid as set forth in the Stalking Horse Agreement is deemed a Qualified Bid. The Secured Agent is also deemed a Qualified Bidder for all purposes. Subject to final Court approval at the Sale Hearing, the Debtors are authorized to enter into the Stalking Horse Agreement with the Stalking Horse Bidder. Within two Business Days after entry of the Bidding Procedures Order, or as soon as reasonably practicable thereafter, the Debtors will serve the Sale Notice upon all Notice Parties. Promptly after the conclusion of the Auction, if any, and the selection of the Successful Bid(s) and Back-Up Bid(s), but in any event no later than Dec. 20, 2017, the Debtors will file with the Court and post on the Case Information Website the Notice of Auction Results, which will identify such Successful Bid(s) and Back-Up Bid(s). The Debtors will file a form of order approving the Sale Transaction no later than seven calendar days before the Sale Objection Deadline. Pursuant to sections 105, 363, 364, 503 and 507 of the Bankruptcy Code, the Debtors are authorized and directed, subject to the satisfaction of the Stalking Horse Protections' Conditions, to pay the Break-Up Fee and Expense Reimbursement Amount to the Stalking Horse Bidder in accordance with the terms of the Stalking Horse Agreement without further order of the Court. The Assumption and Assignment Procedures set forth in the Motion and in the Order are approved. Within three Business Days following entry of the Order, or as soon as reasonably practicable thereafter, the Debtors will file with the Court, and cause to be published on the Case Information Website, the Potential Assumption and Assignment Notice and Contracts Schedule. Any Counterparty may object to the proposed assumption or assignment of its Contract or Lease, the Debtors' proposed Cure Costs, if any, or the ability of the Stalking Horse Bidder to provide adequate assurance of future performance, no later than Dec. 14, 2017, at 4:00 p.m. (ET). Notwithstanding any Bankruptcy Rule or Local Rule that might otherwise delay the effectiveness of the Order, the terms and conditions of the Order will be immediately effective and enforceable upon its entry. About ExGen Texas Power ExGen Texas Power, LLC, et al., operate as subsidiaries of Exelon Generation Company, LLC, which is a unit of Chicago, Illinois-based energy giant Exelon Corp. (NYSE:EXC). EGTP owns 100% of the equity in five direct subsidiaries, each of which owns a separate gas-fired generation project: Debtor-Subsidiary Project and Location ----------------- -------------------- Wolf Hollow I Power, LLC 639 MW Plant in Granbury, TX Colorado Bend I Power, LLC 454 MW Plant in Wharton, TX Handley Power, LLC 1,265 MW Plant in Fort Worth, TX Mountain Creek Power, LLC 808 MW Plant in Dallas, TX LaPorte Power, LLC 147 MW Plant in LaPorte, TX EGTP and its five subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12377) on Nov. 7, 2017, with a plan that would turnover ownership of four plants to lenders in exchange for debt, and a deal to sell the Handley Power plant to parent Exelon Generation Company, LLC. Direct parent Exelon Generation Company and ultimate parent Exelon Corp. are not debtors in the Chapter 11 cases. EGTP estimated $100 million to $500 million in assets and $500 million to $1 billion in debt. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Richards, Layton & Finger, P.A. as counsel; Scotia Capital (USA) Inc., as investment banker; FTI Consulting, Inc., as restructuring advisors; and Kurtzman Carson Consultants LLC as claims agent. Counsel to Exelon Generation Company is DLA Piper LLP (US). Counsel to the Secured Agent is Norton Rose Fulbright US LLP. Counsel to the Ad Hoc Committee is Wachtell, Lipton, Rosen & Katz. FAVORITE SPOT: Seeks to Hire KHA as Accountant ---------------------------------------------- The Favorite Spot, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire KHA Accountants PLLC as its accountant. The firm will assist the Debtor in the preparation and filing of its financial statements and reports, and will provide other accounting services related to its Chapter 11 case. KHA Accountants does not hold or represent any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: KHA Accountants PLLC 4880 Long Prairie Road, Suite 100 Flower Mound, TX 75028 Phone: (972) 221-2500 Fax: (972) 436-8887 Email: kha@khacpa.biz About The Favorite Spot LLC The Favorite Spot, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-42468) on November 6, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. Durand & Associates, P.C. is the Debtor's bankruptcy counsel. FIGUEROA TOWER: Cal. App. Affirms Judgment in Favor of ABM ---------------------------------------------------------- The Court of Appeals of California affirms the bankruptcy court's decision ruling in favor of ABM Security Services, Inc. in the appeals case ABM SECURITY SERVICES, INC., Plaintiff and Respondent, v. FIGUEROA TOWER-II, LP, et al., Defendants and Appellants, No. B267979 (Cal. App.). ABM provided security services at Figueroa Tower, a downtown Los Angeles office building co-owned by three limited partnerships. The limited partnerships engaged a property management company, Milbank Holdings, Inc., dba Milbank Real Estate Services, Inc., to handle building operations and maintenance. Milbank missed some payments to ABM in late 2010 and 2011. The two companies discussed ways Milbank could reduce security costs. Facing a potential foreclosure action from a secured lender, the limited partnerships sought protection under Chapter 11 of the Bankruptcy Code. The bankruptcy filings identified ABM's unsecured claim for $243,627.39. After the bankruptcy case was dismissed without discharge, ABM sued the limited partnerships for payment and obtained a judgment in its favor. Defendants and appellants Figueroa Tower-II, LP and FT-II GP, LLC appeal from the judgment. The primary contentions on appeal are the judgment was based on factual findings that varied materially from ABM's complaint, and the judgment is not supported by substantial evidence. Fig II first contends the judgment included factual findings that exceeded the allegations of the complaint. Specifically, Fig II argues that absent any evidence of a direct relationship between itself and ABM, there is no basis to hold Fig II liable for ABM's unpaid invoices. Fig II's argument misrepresents the allegations of ABM's complaint, which do not allege a direct relationship between ABM and the limited partnerships. It also ignores Milbank's role as Fig II's authorized agent. The complaint alleges that the defendant limited partnerships and LLCs "became indebted to" ABM on the various theories identified. Judge Lyons made factual findings that the defendants became indebted based on the actions of their agent, Milbank. Her findings are consistent with the complaint allegations and supported by substantial evidence. With substantial evidence that Milbank was Fig II's agent, and contracting for security services for Figueroa Tower was within the scope of its agency, there was no need for ABM to establish a direct relationship with Fig II in order to hold the principal liable for the authorized acts of its agent. Fig II contends the evidence relied upon by Judge Lyons to find an account stated was insufficient to show that Fig II and ABM had agreed upon a balance due. The Court disagrees. Judge Lyons gave the bankruptcy statements about ABM's claim great weight and viewed the testimony of Simon Barlava -- the manager of FT-II GP, LLC, and the general partner of Figueroa Tower-II, LP -- with distrust, pointing out that the limited partnerships did not offer any testimony to explain why the amount was incorrect. Fig II's statements in the bankruptcy case were signed under penalty of perjury. The ballot analysis for the reorganization plan further supports the conclusion that Fig II acknowledged a debt for $243,627.39, while reserving the right to object to ABM's claim for a higher amount. The fact that the amount of the account stated is established by Fig II's document, rather than an accounting sent by ABM to Fig II, is irrelevant. The bankruptcy schedules are substantial evidence of Fig II's acknowledgment of the existence and amount of the debt owed to ABM. With sufficient evidence to support the judgment under an account stated theory of recovery, the Court's analysis is complete. The Court holds in the alternative that there is also substantial evidence to support the judgment on ABM's common count for work, labor and services performed, often referred to as quantum meruit. Fig II argues ABM cannot prevail on its quantum meruit claim because it introduced no evidence that Fig II requested services from ABM, and there was no evidence to establish the reasonable value of those services. The Court holds that Fig II cannot escape liability by the mere fact that it sought ABM's services through an agent, Milbank. In addition, there was sufficient evidence to support the court's determination that ABM's charges were reasonable. A copy of the Appeals Court's Nov. 17, 2017 Decision is available at https://is.gd/dWBlya from Leagle.com. Resch Polster & Berger, Michael C. Baum -- mbaum@rpblaw.com -- Andrew V. Jablon -- ajablon@rpblaw.com -- and Michael E. Byerts – mbyerts@rpblaw.com -- for Defendants and Appellants. Law Offices of Michael D. Leventhal and Michael D. Leventhal, for Plaintiff and Respondent. Figueroa Tower I LP, along with two affiliates, sought Chapter 11 protection (Bankr. C.D. Calif. Case No. 11-40231) on July 14, 2011. David L. Neale, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles, California, serves as counsel. The Debtor estimated assets and debts of $50,000,001 to $100,000,000 as of the Chapter 11 filing. FLOOR & DECOR: Moody's Hikes CFR and Sr. Sec. Term Loan to B1 ------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Floor and Decor Outlets of America, Inc., including its Corporate Family Rating (CFR) to B1 from B2, Probability of Default Rating (PDR) to B1-PD from B2-PD and its senior secured term loan B to B1 from B2. In addition, Moody's assigned a Speculative Grade Liquidity rating of SGL-3. The ratings outlook is stable. "The upgrade to B1 reflects Floor & Decor's material debt reduction to date and consistent positive operating trends that has resulted in a significant and sustained improvement in credit metrics" stated Bill Fahy, Moody's Senior Credit Officer. Floor & Decor's leverage on a debt/EBITDA basis improved to 3.7x for the LTM period ended September 2017 from a high of 5.7x at the end of fiscal 2016. Earlier this year Floor & Decor used the proceeds from its initial public offering to repay approximately $192 million of outstanding debt. Moreover, operating trends have remained strong and driven by both positive transactions and average ticket size which Moody's expect to continue as the company benefits from a moderate US housing market recovery, more specifically home remodeling. Upgrades: Issuer: Floor and Decor Outlets of America, Inc. -- Probability of Default Rating, Upgraded to B1-PD from B2-PD -- Corporate Family Rating, Upgraded to B1 from B2 -- Senior Secured Bank Credit Facility, Upgraded to B1(LGD3) from B2(LGD4) Assignments: Issuer: Floor and Decor Outlets of America, Inc. -- Speculative Grade Liquidity Rating, Assigned SGL-3 Outlook Actions: Issuer: Floor and Decor Outlets of America, Inc. -- Outlook, Changed To Stable From Positive RATING RATIONALE Floor & Decor benefits from its positive operating trends driven by both positive traffic and average ticket as well as its competitive position within the hard surface flooring sector, management experience, direct sourcing model and adequate liquidity. The breadth and depth of its product offerings and value focused pricing should position it well in the current economic environment. However, Floor & Decor is constrained by its modest scale, aggressive store growth strategy versus historic levels, limited geographic diversity and cyclical nature of its core target market -- home remodeling. The company's majority ownership by private equity firms Ares Management, L.P. and Freeman Spogli & Co is also a credit concern. The stable outlook reflects Moody's expectation that Floor & Decor successfully executes its store growth strategy while maintaining positive operating trends at its existing store base. The outlook does acknowledge that store expansion will increase above historic levels but also assumes that growth will be at a measured pace that would allow management time to adjust growth in the event the home remodeling sector were to moderate. Factors that could result in an upgrade would require the successful execution of its store growth strategy that results in a steady and meaningful increase in Floor & Decors scale and geographic diversification while maintaining positive operating trends at both existing and new locations. An upgrade would also require a stronger liquidity profile driven by sustained and material positive free cash flow, as well as greater diversity of ownership versus its current concentration with private equity. Quantitatively, ratings could be upgraded if leverage on a debt to EBITDA basis approaching 3.5 times and EBIT to interest coverage of above 3.5 times on a sustained basis. Ratings could be downgraded in the event operating performance fell short of expectations or financial policy were to become more aggressive in regards to debt financed transactions resulting in debt to EBITDA sustained above 4.5 times or EBIT to interest of below 2.5 times. Ratings could also be downgraded if liquidity were to deteriorate. Floor & Decor is a leading retailer of hard surface flooring in the United States with 82 stores. The company is a wholly owned in direct subsidiary of Floor & Decor Holdings, Inc. which in turn is majority owned by private equity firms Ares Management, L.P. and Freeman Spogli & Co. Annual revenues are about $1.3 billion. The principal methodology used in these ratings was Retail Industry published in October 2015. Floor & Decor is a leading retailer of hard surface flooring in the United States with 72 stores. The company is a wholly owned in direct subsidiary of Floor & Decor Holdings, Inc. which in turn is majority owned by private equity firms Ares Management, L.P. and Freeman Spogli & Co. Annual revenues were about $1.1 billion for fiscal year 2016. FURNITURE BOUTIQUE: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor affiliates that filed separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Furniture Boutique, LLC 17-16449 8020 S. Rainbow Boulevard, #100-464 Las Vegas, NV 89139 Boulevard Furniture, Inc. 17-16450 8020 S. Rainbow Boulevard, #100-464 Las Vegas, NV 89139 Business Description: Based in Las Vegas, Nevada, the Debtors are privately held companies that operate furniture stores. Chapter 11 Petition Date: December 1, 2017 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Laurel E. Davis Debtors' Counsel: David Mincin, Esq. MINCIN LAW, PLLC 7465 W. Lake Mead Blvd, #100 Las Vegas, NV 89128 Tel: (702) 852-1957 Fax: N/A Email: dmincin@mincinlaw.com Total Total Assets Liabilities ---------- ----------- Furniture Boutique $0 $4.81M Boulevard Furniture $0 $4.81M The petition was signed by Shafik Brown, managing member. A full-text copy of Furniture Boutique's petition containing, among other items, a list of the Debtor's two largest unsecured creditors is available for free at: http://bankrupt.com/misc/nvb17-16449.pdf A full-text copy of Boulevard Furniture's petition containing, among other items, a list of the Debtor's two largest unsecured creditors is available for free at: http://bankrupt.com/misc/nvb17-16450.pdf GAETANO BUSINESS: Taps Jason McFarlin as Legal Counsel ------------------------------------------------------ Gaetano Business Trust seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to hire Jason McFarlin Attorney at Law. The firm will represent the Debtor in an eviction proceeding involving the tenant of its real property located at 42 Henohea, Kahului, Hawaii. The Debtor paid the firm a flat fee of $500. Jason McFarlin, Esq., disclosed in a court filing that he does not hold any interest adverse to the Debtor's estate or any of its creditors. The firm can be reached through: Jason B. McFarlin, Esq. Jason McFarlin Attorney at Law 1975 Vineyard, Suite 200 Wailuku, HA 96793 Tel: (808) 298-7277 Email: ramonlawfirm@hotmail.com About Gaetano Business Trust Gaetano Business Trust, based in Kihei, Hawaii, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 17-00915) on September 7, 2017. Judge Robert J. Faris presides over the case. The Debtor owns real property located at 42 Henohea, Kahului, Hawaii. At the time of the filing, the Debtor disclosed that it had estimated assets of $1,000,001 to $10,000,000 and liabilities of less than $1 million. Previously known as Gaetano Trust, it filed for Chapter 11 protection (Bankr. D. Hawaii Case No. 16-00719) on July 7, 2016, represented by Bruce R. Lewis, Esq. On August 3, 2016, at the behest of the Office of the U.S. Trustee, Bankruptcy Judge Robert J. Faris dismissed the case, saying the Debtor is not a "business trust" and therefore is not a "person" eligible for bankruptcy relief. GENERAC POWER: S&P Affirms BB- Corp Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' corporate credit rating on Waukesha, Wis.-based Generac Power Systems Inc. S&P said, "We also affirmed our 'BB-' issue-level rating on the company's senior secured debt. In addition, we revised the recovery rating on the debt to '3' from '4', indicating our expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. The outlook is stable." "The affirmation of our ratings on Generac, including the 'BB-' corporate credit rating, reflects our view of the company's strong market share in niche markets and the discretionary nature of standby generators spending, along with the company's financial position, with debt leverage we are forecasting to approach 3x by the end of 2018 and below 3x in 2019. "The stable rating outlook reflects our expectation that Generac's debt leverage will continue progressing toward the lower end of 3x-4x range through 2018. In our view, additional market penetration supported by recent geographic expansion and modest margin improvements should translate into strengthening credit measures through next year. "We could lower the rating if conditions changed such that we believed the company's leverage would be sustained above 4x. This could happen as a result of an EBITDA margin contraction of 400 bps or more, spurred by spiking integration or input costs. Alternatively, a recessionary environment leading to sales declining by more than 15% could also have a similar effect. "We could raise our rating on Generac if its credit measures strengthened such that we expected adjusted debt leverage to remain below 3x, particularly if the company continued to grow and diversify its operations. This could follow from consistent market share growth in Europe, especially if the company can sustain or improve current margins." Generac Power Systems, Inc., headquartered in Wisconsin, is a leading designer and manufacturer of a wide range of standby electric generators and, to a lesser degree, other engine powered products globally. The company has over 3,000 employees and is expected by Moody's to have over $1.5 billion in revenues for 2017. GENERAL NUTRITION: Moody's Cuts CFR to B2; Outlook Negative ----------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of General Nutrition Centers, Inc. ("GNC"), from B1 to B2. The ratings on formerly proposed senior secured notes are withdrawn. The Senior Secured Bank Credit Facility was downgraded to B1 from Ba3. The outlook is changed from stable to negative. GNC's Speculative Grade Liquidity rating was affirmed at an SGL-2. Downgrades: Issuer: General Nutrition Centers, Inc. -- Probability of Default Rating, Downgraded to B2-PD from B1-PD -- Corporate Family Rating, Downgraded to B2 from B1 -- Senior Secured Bank Credit Facility, Downgraded to B1(LGD3) from Ba3(LGD3) Outlook Actions: Issuer: General Nutrition Centers, Inc. -- Outlook, Changed To Negative From Stable Affirmations: Issuer: General Nutrition Centers, Inc. -- Speculative Grade Liquidity Rating, Affirmed SGL-2 "Although GNC's proposed refinancing will address its maturing revolver in September 2018, the proposed term loan will increase debt maturing in 2020 as it continues to work to stabilize its operating income as it executes its business realignment. The proposed structure is also expected to increase its interest cost significantly" says Moody's Vice President, Christina Boni. Moody's anticipates that GNC will generate an estimated $120 million in free cash flow which will be primarily deployed towards debt reduction annually. RATINGS RATIONALE GNC's B2 Corporate Family Rating is supported by the company's well-known brand name in its target markets along with Moody's favorable view of the vitamin, mineral, and nutritional supplement ("VMS") category due to favorable demographic trends in the United States. GNC has been realigning its pricing and promotional cadence to improve its customer traffic. Credit metrics have been under pressure but are expected to improve while the company enacts its turnaround. Although Moody's expects GNC's operating performance will stabilize as the company focuses on improving its market positioning, the company will have over $500 million in debt maturities in 2020 to address. Other key credit concerns include GNC's sizable concentration in sports nutrition, which is a much more limited product segment with a relatively smaller target market than the VMS product category. Also considered is the potential risk arising from adverse publicity and product liability claims with regard to certain products sold by GNC, particularly diet products and herbs, two faddish product categories that are more exposed to such risks and earnings volatility. The negative outlook incorporates Moody's view that the expected high interest cost and mandatory debt amortization will reduce its financial flexibility as its maturities in 2020 remain significant. Although operating performance should stabilize albeit at a lower profitability level as a result of its initiatives to improve its market positioning, significant deleveraging is likely also required to extend its maturities. GNC's ratings could be upgraded over time if the company extends its maturities and demonstrates consistent stable to improving same store sales while maintaining operating margins at or above the low teens. An upgrade would require that GNC continue to adhere to a financial policy that would support debt/EBITDA sustained below 5.0x. Rating could be downgraded if the company were to see a material decline in sales trends or operating margins, either through a weakening competitive profile or material product-related risks. Ratings could also be lowered if financial policies were to become aggressive, if liquidity were to materially erode or a refinancing to extend it capital structure is not implemented well in advance of upcoming maturities. Quantitatively, a ratings downgrade could occur if it appears that debt/EBITDA will be sustained above 6.0x or EBIT/Interest drops below 1.0x. The principal methodology used in these ratings was Retail Industry published in October 2015. General Nutrition Centers, Inc., headquartered in Pittsburgh, PA, is a diversified, multi-channel business model which generates revenue from product sales through company-owned retail stores, domestic and international franchise activities, third-party contract manufacturing, e-commerce and corporate partnerships. As of September 30, 2017, GNC had more than 9,000 locations, of which more than 6,800 retail locations are in the United States (including 2,414 Rite Aid franchise store-within-a-store locations) and franchise operations in approximately 50 countries. GIGAMON INC: S&P Assigns 'B-' CCR, Outlook Stable ------------------------------------------------- S&P Global Ratings assigned its 'B-' corporate credit rating to Santa Clara, Calif.–based Gigamon Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level rating and '2' recovery rating to the company's $450 million first-lien credit facilities, which consist of a $400 million first-lien term loan and a $50 million revolver (undrawn at close). The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 70%) recovery for lenders in the event of payment default. We also assigned our 'CCC' issue-level rating and '6' recovery rating to the company's $150 second-lien term loan. The '6' recovery ratings indicates our expectation for negligible recovery (0%-10%; rounded estimate: 5%) prospects for lenders in the event of a payment default." The 'B-' corporate credit rating reflects the company's small scale and narrow focus in the nascent network packet broking (NPB) market segment with competition from larger and more diversified players including Cisco Systems Inc., Keysight Technologies, and Broadcom Ltd. (through acquisition of Brocade Communications Systems). The rating also reflects significant revenue deceleration and sales execution issues over the past year, some uncertainty around long-term growth prospects, and transition risks as it is taken private. Finally, the rating reflects S&P-adjusted leverage, excluding planned cost synergies, around 10x at transaction close, and our expectation for free cash flow to debt near the 3% area. S&P said, "The stable outlook reflects our expectation that Gigamon will resume revenue growth through the transition to a private company and achieve modest cost synergies. We expect this will lead to leverage in the mid-7x area and positive free operating cash flow over the next 12 months. "We could lower the rating if Gigamon is unable return to revenue growth and achieve outlined synergies resulting in sustained negative free cash flow and a capital structure that we deem unsustainable. "We could upgrade Gigamon if the company is able to establish a track record of consistent revenue growth and effectively implement outlined cost synergies such that leverage decreases below 7x, in conjunction with free cash flow to debt above 5%, on a sustained basis." Gigamon Inc. designs, develops and sells products and services that together provide customers visibility and control of network traffic. The Company serves global enterprises, governments and service providers that seek to maintain and improve the security, reliability and performance of their network infrastructure. GOODWILL INDUSTRIES: Exclusive Plan Filing Period Moved to March 9 ------------------------------------------------------------------ The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada has extended the exclusive period for Goodwill Industries of Southern Nevada, Inc., to file a plan of reorganization to March 9, 2018, as well as the period to secure acceptance of such plan to May 8, 2018. The Troubled Company Reporter has previously reported that the Debtor sought for a 90-day extension of the periods during which to file and to solicit acceptances of a plan of reorganization. Goodwill Industries related that, over the last few years, and under the leadership of prior officers, the Debtor was engaged in a substantial and aggressive expansion of its presence in Southern Nevada, which resulted in the Debtor entering into a variety of leases that have proven to be too expensive, unprofitable, and ultimately unnecessary in order for the Debtor to effectively and efficiently operate. As a result, the Debtor contended that a significant part of its restructuring will involve reducing the number of locations through the rejection of the associated leases, and renegotiating other leases to more economical rental rates. As of the Petition Date, the Debtor was a party to approximately 20 leases for retail thrift stores, distribution centers and/or offices, and approximately 26 attended donation centers (the "ADCs"). Since the Petition Date, the Debtor has moved quickly and made significant efforts to rightsize its operations but the Debtor claims that there is much work still remains to be done. While the Court have already approved the rejection of several leases and two lease amendments, the Debtor claimed that it also continues its work to renegotiate its remaining unexpired leases with numerous counterparties. As such, the Debtor has been working as fast as possible to address its many unexpired leases, and that process will continue with all deliberate speed. In addition to the Debtor's remaining work with respect to the unexpired leases, another significant aspect remaining unresolved in this Chapter 11 Case is how the principal sum of not less than $21,365,000 owed to the Indenture Trustee will be restructured as part of any plan of reorganization. Although this debt is secured by three valuable pieces of the Debtor's real property that are currently operated as thrift stores, as well as the Debtor's substantial gross receipts, the Debtor will require some relief from the current terms of the bond indenture and related loan agreements as part of its chapter 11 plan, which remains subject to negotiation. Although the Debtor fully believed this matter is surmountable, the Debtor maintained that such negotiations and projections in support of a plan will take time, especially considering how the Debtor has changed post-petition with the aggressive realignment of its operations. About Goodwill Industries Founded in 1975 and headquartered in North Las Vegas, Nevada, Goodwill of Southern Nevada -- http://www.goodwill.vegas-- is a registered 501(c)(3) nonprofit, accepts the communities' gifts in the form of donated goods and sells those items to provide free job training and placement services for unemployed locals. In 2016, Goodwill of Southern Nevada served the job training needs of 14,465 and directly placed 3,004 individuals into local jobs. Goodwill also makes a significant impact on the environment through recycling and reuse practices. In 2016, there were 873,624 generous donors of goods who helped Goodwill divert over 26 million pounds from its local landfills. Goodwill Industries -- d/b/a Goodwill of Southern Nevada, Goodwill Deja Blue Boutique, Goodwill Store/Donation Center, Goodwill Clearance Center, Goodwill Select, and Goodwill Donation Center -- filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 17-14398) on Aug. 11, 2017, estimating its assets and debts at between $10 million and $50 million. The petition was signed by John Hederman, interim chief executive officer. Judge Bruce T. Beeley presides over the case. Zachariah Larson, Esq., at Larson & Zirzow, LLC, serves as the Debtor's bankruptcy counsel. The Debtor hired Kamer Zucker Abbott as special counsel and Piercy Bowler Taylor & Kern Certified Public Accountants & Business Advisors as accountant and auditor. The Debtor employed Real Estate Asset Management, LLC as real estate broker. HARD ROCK EXPLORATION: May Use Cash Collateral Until Dec. 15 ------------------------------------------------------------ The Hon. Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia has entered a Third Interim Order authorizing Hard Rock Exploration, Inc., and its affiliates to use, on an interim basis, cash collateral through December 15, 2017. The terms of the prior Interim Order and the Second Interim Order will be given full force and effect and incorporated in the Third Interim Order. The hearing on the cash collateral motion is continued for final hearing to December 4, 2017 at 10:00 a.m. The Debtors are authorized to pay post-petition unpaid bills, which expenditures are in the aggregate amount of approximately $68,916. In addition, the Debtors are authorized to accrue payroll (excluding any compensation for officers) and all related taxes in accordance with the budget, for the period November 15, 2017 through December 15, 2017, and to pay the same when due. As adequate protection to Huntington National Bank to the extent of any diminution in the value of its interests in cash collateral, Huntington National Bank is granted a replacement lien in all of the Debtors' pre- and post-petition assets, including without limitation cash collateral, to the same priority, validity and extent that Huntington National Bank held properly perfected pre-petition security interests in such assets. A full-text copy of the third interim order is available at: http://bankrupt.com/misc/wvsb17-20459-218.pdf Counsel for Huntington National Bank: Timothy P. Palmer, Esq. Christopher P. Schueller, Esq. Buchanan Ingersoll & Rooney LLP One Oxford Centre, 20th Floor 301 Grant Street Pittsburgh, PA 15219 Phone: (412) 562-8800 Fax: (412) 562-1041 Email: Christopher.schueller@bipc.com Timothy.palmer@bipc.om Counsel for the Official Committee of Unsecured Creditors: Brandy M. Rapp, Esq. Whiteford Taylor & Preston LLP 114 Market Street, Suite 210 Roanoke, VA 24011 Phone: (540)759-3577 Email: brapp@wtplaw.com - and - Michael J. Roeschenthaler, Esq. Whiteford Taylor & Preston LLP 200 First Avenue, Third Floor Pittsburgh, PA 15222 Phone: (412) 318-5601 Email: mroeschenthaler@wtplaw.com About Hard Rock Exploration Founded in 2003, Hard Rock Exploration, Inc., and its affiliates provide oil and gas exploration and production services in Virginia and West Virginia. Hard Rock focuses on drilling horizontal wells. Hard Rock Exploration, Inc., and its affiliates filed a Chapter 11 petition (Bankr. S.D. W.Va. Lead Case No. 17-20459) on Sept. 5, 2017. The affiliates are Caraline Energy Company (Bankr. S.D. W.Va. 17-20461); Brothers Realty, LLC (Bankr. S.D. W.Va. 17-20462); Blue Jacket Gathering, LLC (Bankr. S.D. W.Va. 17-20463) and Blue Jacket Partnership (Bankr. S.D. W.Va. 17-20464). The petitions were signed by James L. Stephens, the Debtors' president. At the time of filing, Hard Rock estimated $10 million to $50 million in assets and liabilities. Caraline Energy estimated $10 million to $50 million in assets and liabilities. The Hon. Frank W. Volk presides over the case. The Debtors are represented by Christopher S. Smith, Esq. of Hoyer, Hoyer & Smith, PLLC and Taft A. McKinstry, Esq., at Fowler Bell PLLC. The Office of the U.S. Trustee on Oct. 18 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Hard Rock Exploration, Inc. The committee members are: (1) Richard L. Wilson; (2) John M. Dosker; and (3) Jim Schwab Pi Star Communications. HBCU PROPERTIES: Taps Greg T. Bailey as Legal Counsel ----------------------------------------------------- HBCU Properties LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Atty. Greg T. Bailey & Associates Inc. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in any potential sale of its assets or businesses; investigate its financial condition; negotiate with any appointed committee or third party concerning matters related to the terms of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $200 to $350 for partners, $175 to $300 for counsel and associates, and $110 to $150 for paraprofessionals. Bailey holds a retainer of $200,000. Gregory Bailey, 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: Gregory Bailey, Esq. Atty. Greg T. Bailey & Associates 5682 Palazzo Way, Suite 101 Douglasville, GA 30134 Phone: 404-397-1975 Email: attygregtbailey@msn.com About HBCU Properties LLC HBCU Properties LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-54172) on March 6, 2017. L. Dean Heard, its manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $100,000. Judge Mary Grace Diehl presides over the case. ICAHN ENTERPRISES: S&P Rates Proposed Senior Unsecured Notes 'BB+' ------------------------------------------------------------------ S&P Global Ratings said that it assigned its 'BB+' issue-level ratings and '3 (65%)' recovery rating to Icahn Enterprises L.P.'s proposed $1.3 billion senior unsecured notes. The '3 (65%)' recovery rating denotes expectation for a meaningful recovery in the event of a payment default. The notes will be issued under three tranches due in 2022, 2024, and 2025 in amounts to be determined by market conditions. The amounts due in 2022 and 2024 will be add-ons to existing notes. IEP will use the proceeds from the proposed notes to refinance its 2019 maturity. S&P said, "We view this offering favorably because it will push out the firm's maturity schedule, partially alleviating a risk we previously cited. IEP's next maturity will now be $1.7 billion in notes due in 2020. IEP's cash and investment segment equity (which we consider to be a secondary source of liquidity) has grown since year-end 2016, also supporting the company's liquidity position. As of Sept. 30, 2017, cash and investment segment equity covered outstanding debt by 61% and covered the firm's next maturity (2020 notes) by 170%. We would expect these ratios to improve further given the company's sale of the remainder of American Railcar Leasing after the end of the third quarter for $522 million (book gain of $154 million)." S&P said, "As of Sept. 30, 2017, IEP's loan-to-value ratio (LTV) was about 43%, and we estimate it showed modest further improvement after the quarter given the continued rally in CVR Energy's share price (and also potentially from proceeds from ARL being allocated to cash, which we net against debt). This is a solid improvement from the firm's 49% LTV at the end of 2016. However, we still believe this level is consistent with a 'BB+' issuer credit rating, especially given the sensitivity of the company's underlying holdings to a market or economic downturn and the company's opportunistic nature. IEP is still unable to issue incremental notes because of its incurrence covenant. "Additionally, we continue to view the two-notch rating differential between IEP and Pershing Square Holdings Ltd. (BBB/Negative/--) as well justified." While Pershing Square also runs a concentrated portfolio and has had performance problems over the past several years, the fund is currently net cash and has a much more liquid portfolio (Pershing Square largely owns minority stakes in equities) than IEP. In the company's third quarter 2017 10-Q filing, IEP noted that it had recently received a subpoena from the US Attorney's office for the Southern District of New York seeking information pertaining to IEP's or Carl Icahn's activities related to the Renewable Fuel Standards and Carl Icahn's role as an advisor to the President. Currently, the US Attorney's office has not made any claims or allegations against IEP or Carl Icahn. S&P said, "At this stage, we believe it is too early to assess how these developments may evolve and whether there will be any meaningful impact on the rating. However, we will continue to watch further developments closely and assess their impact, if any." RATINGS LIST Icahn Enterprises L.P. Issuer Credit Rating BB+/Stable/-- New Rating Icahn Enterprises L.P. Senior Unsecured notes due 2025 BB+ Icahn Enterprises L.P. is a publicly traded master limited partnership that is 90% owned by Carl C. Icahn. The company's overall strategy is to grow its investment management business and opportunistically enhance the value of its non-investment management business segments with an eye to ultimately achieving high returns on invested capital. IEP operates various other business segments including Automotive, Energy, Food Packaging, Gaming, Home Fashion, Metals, Mining, Railcar, and Real Estate. At September 30, the company had total assets of approximately $28 billion and earned approximately $15 billion for the last twelve months ended for the same period. JOHN Q. HAMMONS: Wants Access to Cash Collateral Through Dec. 31 ---------------------------------------------------------------- John Q. Hammons Fall 2006, LLC, and its affiliates seek permission from the U.S. Bankruptcy Court for the District of Kansas to use cash collateral through Dec. 31, 2018. Under the currently effect cash collateral court order, the Debtors have authority to continue using cash collateral through Dec. 31, 2017. The Debtors have entered into agreements with secured lenders Great Southern Bank, Hawthorn Bank, Bank of Blue Valley, Fifth Third Bank, First National Bank of Omaha, and Morton Community Bank to extend the maturity date of approximately 10 loans made by these secured lenders on the same terms and conditions as existed pre-petition, including providing the same adequate protection the Debtors have been providing under the cash collateral court orders. From and after the entry of the cash collateral orders, the Debtors have continued to make the monthly principal and interest payments to their mortgagee secured lenders that are set forth in the current budgets and will continue to make those payments under the 2018 budgets. The Debtors have continued to provide adequate protection to their secured lenders under the terms set forth in the cash collateral orders. The budget for the trust contains line items for the payment of fees for the Debtors' counsel through Dec. 31, 2018. The trust receives money from at least two sources not subject to a security interest: (a) money the trust receives each month from Des Plaines Development Corporation on account of Des Plaines's ownership interest in a Harrah's casino; and (b) from the sale of unencumbered undeveloped land owned by the Trust throughout the country. The Des Plaines money aggregates to in excess of $8 million per year. The unencumbered land sales generated more than $14 million in proceeds in 2017 and the Debtors anticipate that the unencumbered land sale proceeds will exceed $27 million by the end of 2018. Accordingly, the Debtors submit that no Court approval in addition to the approval of the budgets is required to pay counsel's fees because the money used to pay counsel's fees is unencumbered and therefore not cash collateral under Sections 363(a) of the U.S. Bankruptcy Code. The Debtors reserve the right to ask the Court at a later date for permission to pay counsel's fees out of cash collateral, should that become necessary, pursuant to Section 363(c)(2) of the Bankruptcy Code. A copy of the Debtors' request is available at: http://bankrupt.com/misc/ksb16-21142-1488.pdf About John Q. Hammons Fall 2006 Springfield, Mo.-based John Q. Hammons Hotels & Resorts (JQH) -- http://www.jqhhotels.com/-- is a private, independent owner and manager of hotels in the United States, representing brands such as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG, Chateau on the Lake Resort / Spa & Convention Center, and Plaza Hotels Collection. It has portfolio of 35 hotels representing approximately 8,500 guest rooms/suites in 16 states. John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed Chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to 16-21208) on June 26, 2016. The petitions were signed by Greggory D. Groves, vice president. At the time of filing, the Debtors estimated assets at $100 million to $500 million and liabilities at $100 million to $500 million. The Debtors' bankruptcy counsel are Mark A. Shaiken, Esq., Mark S. Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard Street LLP. The Debtors' conflicts counsel is Victor F. Weber, Esq., at Merrick Baker and Strauss PC. The Debtors engaged BMC Group, Inc., as their notice, claims, and balloting agent; and Alvarez & Marsal Valuation Services, LLC, as appraiser. JOLIVETTE HAULING: Proposes Online Auction for Personal Assets -------------------------------------------------------------- Jolivette Hauling, Inc. asks the U.S. Bankruptcy Court for the Western District of Wisconsin to authorize the sale of various items of personal property it owns which were used in connection with its business activities through a public online auction at http://www.hansenandyoung.com/ Objections to the proposed sale are due Dec. 20, 2017. The Debtor wishes to dispose of all of its personal property. A copy of the Master Equipment Listing attached to the Motion is available for free at: http://bankrupt.com/misc/Jolivette_Hauling_96_Sales.pdf The Debtor believes Co-Op Credit Union ("CCU") has a properly perfected first position secured interest in its personal property. While there may be differing opinions as to the value of the Property, the Debtor says the consensus is the value of the Property exceeds the amount of indebtedness owed to CCU. Any excess funds above and beyond the valid and perfected interests of CCU in proceeds of the sale, if any, will be held in trust until it is determined how best to distribute those funds to any remaining claimants of the estate. The Debtor is seeking court approval to employ Hansen and Young as an auctioneer in the case, and sell the Property through a public online auction. The Debtor proposes to sell the Property free and clear of all liens, claims and encumbrances. The parties wishing to bid on the Property or requiring further information about the auction should contact Hansen & Young Auctioneers. The Debtor, working in conjunction with CCU, believes the sale via a public online auction is the best way to market and liquidate the Property. CCU may be reached at: CO-OP CREDIT UNION 100 E. Main Street P.O. Box 157 Black River Falls, WI 54615 About Jolivette Hauling Jolivette Hauling Inc is a licensed and bonded freight shipping and trucking company running freight hauling business from Taylor, Wisconsin. On Aug. 31, 2017 Debtor had ceased its business operations. On March 27, 2017, the Debtor filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wisc. Case No. 17-11005). The petition was signed by James Jolivette, registered agent. The Debtor is represented by Evan M. Swenson, Esq. of Swenson Law Group LLC. As of date of filing, the Debtor declared $1 million to $10 million estimated assets and estimated liabilities. KDM CONSTRUCTION: Taps Geiger Law as Legal Counsel -------------------------------------------------- KDM Construction & Development, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Geiger Law, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; give advice on any potential sale of its assets; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. David Geiger, Esq., the attorney who will be handling the case, will charge $330 per hour. The hourly fees for paraprofessionals range from $75 to $125. Mr. Geiger 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: David A. Geiger, Esq. Geiger Law, LLC 1275 Peachtree Street, NE, Suite 525 Atlanta, GA 30309 Phone: 404-815-0040 Fax: 404-549-4312 Email: david@geigerlawllc.com About KDM Construction & Development LLC Based in Adairsville, Georgia, KDM Construction & Development, LLC is a privately held company in the residential building construction industry. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-42661) on November 7, 2017. Danny McDaniel, its manager, 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 Paul W. Bonapfel presides over the case. The Company previously sought bankruptcy protection (Bankr. N.D. Ga. Case No. 17-41820) on July 31, 2017. KENT LINDEMUTH: Government Loses Bid to Strike Expert Testimony --------------------------------------------------------------- District Judge Daniel D. Crabtree denied the government's motion to strike and motion in limine in the case captioned UNITED STATES OF AMERICA, Plaintiff, v. KENT E. LINDEMUTH (01), Defendant, Case No. 16-40047-01-DDC (D. Kan.). Mr. Lindemuth has ongoing bankruptcy proceedings and his criminal charges stem from them. While in these bankruptcy proceedings, his assets are controlled by the bankruptcy Trustee. According to Mr. Lindemuth, the Trustee will not release funds from his estate to help his efforts to marshal his defense. Initially, Mr. Lindemuth believed the Trustee would release some funds so that he could retain an expert in bankruptcy law to serve as a putative expert witness at trial. With that expectation, Mr. Lindemuth located an expert in bankruptcy law who reportedly was prepared to testify. But, when the deadline to provide notice of expert witnesses arrived on Oct. 24, 2017, the Trustee still had not released funds needed to retain the expert. So, Mr. Lindemuth filed a Designation of Expert Witness and Offer of Proof with a Disclosure of Expert Testimony. But, this disclosure did not name the expected expert because Mr. Lindemuth did not yet have the funds to retain him. In his Disclosure of Expert Testimony, Mr. Lindemuth disclosed the topics, generally, that the expert witness was expected to address in his testimony. Ultimately, the Trustee did not release funds for the expert witness so Mr. Lindemuth could not retain him. Later, Neil Sader--a bankruptcy attorney who previously had represented Mr. Lindemuth in his bankruptcy proceedings--offered to testify as an expert witness on a pro bono basis. Once Mr. Sader agreed to do so, Mr. Lindemuth filed a Supplemental Designation of Expert Witness, and it named Mr. Sader as the expert witness who would testify about the topics disclosed in the Disclosure of Expert Testimony. Mr. Lindemuth filed this supplement 17 days after the Oct. 24 deadline for serving notice of expert witnesses had passed. Between the two motions and its presentation at oral argument, the government aims three arguments at Mr. Lindemuth's putative expert and the disclosure Mr. Lindemuth has made about him. Those arguments are: (1) Mr. Lindemuth's notice disclosing his expert was inadequate and untimely; (2) Mr. Lindemuth's expert has a disqualifying conflict of interest; and (3) Mr. Lindemuth's expert seeks to provide improper expert legal testimony. For these reasons, the government asks to strike Mr. Lindemuth's Designation of Expert Witness and Offer of Proof and exclude any expert legal testimony. The government asserts that the court should strike Mr. Lindemuth's Designation of Expert Witness and Offer of Proof because it provides inadequate notice of Mr. Lindemuth's expert. The government also asserts that the court should exclude the expert's testimony because Mr. Lindemuth's Supplemental Designation of Expert Witness was untimely. The court holds that Mr. Lindemuth's Disclosure of Expert Testimony is inadequate and untimely. But, striking that Designation of Expert Witness and Offer of Proof or excluding the putative expert's testimony altogether is too heavy of a sanction. Next, the government argues that the court should exclude the expert's testimony because he has a disqualifying conflict of interest. But, the government fails to provide any legal basis for this argument. The government never asserts that Mr. Sader received confidential information from the government while they shared a confidential relationship with one another. Indeed, it asserts just the opposite--that Mr. Sader and Mr. Lindemuth shared a confidential attorney-client relationship in which Mr. Lindemuth may have shared confidential information with Mr. Sader. Even if this is so, it does not warrant disqualification. Mr. Sader's attorney-client relationship with Mr. Lindemuth does not disqualify him from serving as an expert witness here. Last, the government argues that expert legal testimony, generally, is improper and so the court must exclude Mr. Sader from giving any expert testimony. The court denies the government's motion to exclude all expert legal testimony nominated by Mr. Lindemuth's expert disclosure. But, the court expects Mr. Lindemuth's expert to stay within the boundaries established by Specht and applied in Boardwalk Apartments. The court trusts that the preliminary views expressed in this order will help the parties develop the expert process. A copy of Judge Crabtree's Memorandum and Order dated Nov. 17, 2017, is available at https://is.gd/5SAPpG from Leagle.com. Kent E. Lindemuth, Defendant, represented by Kevin W. Babbit -- kbabbit@fed-firm.com -- Fagan Emert & Davis LLC & William Skepnek, Skepnek Law Firm. USA, Plaintiff, represented by Richard L. Hathaway, Office of United States Attorney. About Lindemuths Lindemuth, Inc., based in Topeka, Kansas, filed for Chapter 11 bankruptcy (Bankr. D. Kan. Case No. 12-23055) on Nov. 9, 2012. Jeffrey A. Deines, Esq. at Lentz Clark Deines PA, oversees the case. In its petition, Lindemuth Inc. estimated under $50,000 in assets, and under $50 million in debts. The petition was signed by Kent Lindemuth, president. Affiliates that simultaneously filed for Chapter 11 are: Debtor Case No. ------ -------- K. Douglas, Inc. 12-23056 KDL, Inc. 12-23057 Bellairre Shopping Center, Inc. 12-23058 Lindys Inc. 12-23059 Kent Lindemuth 12-23060 KODY BRANCH: Taps Levene Neale as Legal Counsel ----------------------------------------------- Kody Branch of California, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Levene, Neale, Bender, Yoo & Brill LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in obtaining debtor-in-possession financing; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. David Golubchik, Esq., and John-Patrick Fritz, Esq., the firm's attorneys expected to handle the case, charge $595 per hour and $535 per hour, respectively. The firm received a retainer from the Debtor in the sum of $33,000, inclusive of the $1,717 filing fee. Mr. Golubchik, 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: David B. Golubchik, Esq. John-Patrick M. Fritz, Esq. Levene, Neale, Bender, Yoo & Brill L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 Email: dbg@lnbyb.com Email: jpf@lnbyb.com About Kody Branch of California Inc. Kody Branch of California, Inc. is a clothing and apparel manufacturer and wholesaler based in Baldwin Park, California. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-23722) on November 6, 2017. Tony Trinh, its president, 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 Robert N. Kwan presides over the case. LADY LIBERTY ACADEMY: S&P Withdraws 'B-' Revenue Bond Rating ------------------------------------------------------------ S&P Global Ratings withdrew its 'B-' long-term rating, with a negative outlook, on the New Jersey Economic Development Authority's series 2013A and 2013B charter school revenue bonds issued for BWP School Partners LLC (BWP LLC) on behalf of Lady Liberty Academy Charter School (LLACS). S&P withdrew the rating at LLACS' request, without affirming the rating or taking any other rating action prior to withdrawing it, as it would in the ordinary course, because it was unable to obtain updated information of timely and sufficient quality from management or published sources in order for S&P to determine the appropriate rating. LAUREL OF ASHEVILLE: Taps Pitts Hay as Legal Counsel ---------------------------------------------------- The Laurel of Asheville, LLC received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Pitts, Hay & Hugenschmidt, P.A. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Pitts will charge an hourly fee of $275. The Debtor deposited $12,000 to the trust account of the firm, of which 1,717 was used to pay the filing fee while $1,500 was used to pay its pre-bankruptcy attorney fees. Benson Pitts, Esq., the attorney who will be handling the case, does not represent any interest adverse to the Debtor, according to court filings. The firm can be reached through: Benson T. Pitts, Esq. Pitts, Hay & Hugenschmidt, P.A. 14 Clayton Street, Suite A Asheville, NC 28801 Tel: (828) 255-8085 Fax: (828) 251-2760 Email: firm@phhlawfirm.com About The Laurel of Asheville LLC The Laurel of Asheville, LLC -- http://thelaurelofasheville.com/-- which publishes a lifestyle magazine that features stories on the arts, music, events, food, communities and recreation of Western North Carolina, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 17-10485) on November 17, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $100,000 and liabilities of less than $500,000. Judge George R. Hodges presides over the case. LB VENTURES: Selling Quincy Property for $930,000 ------------------------------------------------- LB Ventures, LLC filed a notice with the U.S. Bankruptcy Court for the District of Massachusetts of its private sale of real property consisting of a parcel of land with the buildings thereon known and numbered as 433 Quincy Shore Drive, Quincy, Massachusetts, to Xiu Ping Pan and Jiani Xu for $930,000, subject to higher and better offers. According to Zillow.com, the property is a single family home built in 1920. A hearing on the Motion is set for Dec. 19 2017 at 10:45 a.m. The objection deadline is Dec. 15 at 4:30 p.m. The sale will take place, subject to Court approval, on Dec. 15, 2017. The Proposed Buyers have paid a deposit for $46,500. The terms of the proposed sale are more particularly described in the Motion to Sell Real Estate Free and Clear of Liens, Claims and Encumbrances and the Purchase and Sale Agreement, filed with the Court on Nov. 22, 2017. The Property will be sold free and clear of all liens, claims and encumbrances. Any perfected, enforceable and valid liens will attach to the proceeds of the sale according to priorities. Any higher offer must be accompanied by a cash deposit of $46,500 made payable to the Debtor's counsel. Higher offers must be on the same terms and conditions provided in the Purchase and Sale Agreement, other than the purchase price. Higher offers must exceed the proposed purchase price of $930,000 by no less than 5%. At the hearing on the sale the Court may: (i) consider any requests to strike a higher offer; (i) determine further terms and conditions of the sale; (i) determine the requirements for further competitive bidding; and (iv) require one or more rounds of sealed or open bids from the original offeror and any other qualifying offeror. About LB Ventures LLC LB Ventures, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-10084) on January 10, 2017. Luis M. Barros, its manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Joan N. Feeney presides over the case. Parker & Associates is the Debtor's bankruptcy counsel. On July 6, 2017, the Debtor filed its proposed Chapter 11 plan of reorganization and disclosure statement. LEARFIELD COMMUNICATIONS: S&P Affirms 'B' CCR on Term Loan Add-On ----------------------------------------------------------------- U.S. sports media and marketing company Learfield Communications LLC plans to issue an incremental term loan of $364 million due 2023 and upsize its revolver capacity to $125 million partly to finance a merger with IMG College, a subsidiary of WME Entertainment Parent LLC d/b/a Endeavor. Learfield plans to use the proceeds to pay a cash distribution to its owners, fund the purchase of the remaining minority interest in ANC, and fund cash balances. S&P Global Ratings affirmed its 'B' corporate credit rating on Plano, Texas-based Learfield Communications LLC and removed it from CreditWatch, where S&P placed it with negative implications on Oct. 10, 2017. The rating outlook is stable. S&P said, "At the same time, we affirmed our 'B+' issue-level rating on Learfield's first-lien credit facility, consisting of the $837 million first-lien term loan due 2023 (which includes the $364 million add-on) and the upsized $125 million revolving credit facility due 2021. The recovery rating on the first-lien credit facility is '2', reflecting our expectation for substantial (70%-90%; rounded estimate: 70%) recovery for lenders in the event of a payment default. We also affirmed our 'CCC+' issue level rating on the $100 million second-lien term loan due 2024. The recovery rating on this debt is '6', indicating our expectation for negligible (0% to 10%; rounded estimate: 0%) recovery for lenders in the event of a payment default. Upon transaction closing, IMG College's assets will become part of the collateral package pledged to the credit facility lenders, and the combined Learfield-IMG College entity will be owned by Atairos Group, Silver Lake Partners, Endeavor, and other minority stakeholders. "We affirmed the 'B' corporate credit rating despite additional debt partly to finance the proposed merger because Learfield is also issuing a significant amount of equity to finance the merger. As a result, we expect the merger will be a leverage-neutral event, and we believe total lease- and guarantee-adjusted debt to EBITDA will improve to the 6x-area in the fiscal year ending June 2019, which is a little more than one year following the assumed mid-2018 closing of the merger. This level of forecasted leverage is below our 7x downgrade threshold on the company. We expect that Learfield will continue to expand its product offerings to universities where it currently holds multimedia rights (MMR) contracts, while also strengthening its network of universities by selling ancillary products and services to universities where Learfield is not the MMR contract holder. Our highly leveraged financial risk assessment on the company also reflects financial sponsor ownership by Atairos and Silver Lake, and the tendency of financial sponsor-controlled companies to increase leverage over time to fund distributions to shareholders. We believe that EBITDA coverage of cash interest will be good at around 3x through 2019, partly offsetting anticipated high leverage. "The stable outlook reflects our expectation that the combined Learfield-IMG College entity will reduce leverage over time primarily through EBITDA growth, and that the company will sustain lease- and guarantee-adjusted debt to EBITDA below our 7x downgrade threshold, incorporating potential distributions to shareholders and acquisitions. "We could consider lowering the ratings on Learfield if there is a decline in EBITDA that drives coverage of cash interest toward the mid-1x area and results in an inability to generate positive discretionary cash flow, or if the company pursues a more aggressive acquisition strategy that sustains adjusted debt to EBITDA above 7x. We could also consider lowering the ratings if we believe there are risks surrounding Learfield's ability to fund its guaranteed minimum payments to universities. "We could consider higher ratings if we believe the financial policy of the company's owners would result in adjusted debt to EBITDA remaining below 5x. We could also raise ratings if we favorably reassess Learfield's business risks, which could result from the company's realization of revenue and cost synergies resulting in higher EBITDA margin." Based in Jefferson City, Missouri, Learfield Communications operates radio networks and manages athletic multimedia rights for various collegiate properties in the United States. It offers news and agriculture programming through its radio networks. The company also provides news in the areas of agriculture, politics and government, legislature, education, sports, weather, business and economy, campaign countdown, high school sports, legislature, football, crime and courts, and education. LECENTRE ON FOURTH: Hearing on Bidding Protocol Continued Sine Die ------------------------------------------------------------------ Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida continued until further court order the hearing on LeCentre on Fourth, LLC's request for approval of bidding procedures in connection with the auction and sale of real property located in Louisville, Jefferson County, Kentucky, at auction. The Property consist generally of a 340,754 square foot Class A mixed-use commercial building that includes a 304 room Embassy Suites Hotel, 51,016 square feet of Class A office space, 966 square feet used as office space by the property manager and 25,096 square feet of Class A retail space. The Debtor proposes to sell the Property free and clear of all liens, claims, encumbrances and interests. A hearing on the Motion was held Nov. 17, 2017, at 10:00 a.m. About Le Centre on Fourth Le Centre on Fourth LLC is a privately held company in Plantation, Florida that operates under the traveler accommodation industry. Its principal assets are located at 501 South Fourth Street Louisville, KY 40202. Bachelor Land Holdings, LLC, is the holder of the majority of the issued and outstanding units of membership interest of the company. Le Centre on Fourth filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-23632) on Nov. 10, 2017, estimating its assets and liabilities at between $50 million and $100 million each. Ian Ratner, the chief restructuring officer, signed the petition. Judge Raymond B. Ray presides over the case. LIFE PARTNERS: Court Dismisses Trust's Clawback Suit v ASF, et al. ------------------------------------------------------------------ District Judge John McBryde dismissed with prejudice all claims asserted by the plaintiffs against the defendants in the adversary proceeding captioned LIFE PARTNERS CREDITORS' TRUST AND ALAN M. JACOBS, AS TRUSTEE FOR LIFE PARTNERS CREDITORS' TRUST, Plaintiffs, v. AMERICAN SAFE RETIREMENTS, LLC, ET AL., Defendants, Adversary No. 15-04110-rfn (N.D. Tex.) Plaintiffs alleged in the introduction of their second amended complaint that the "lawsuit seeks to recover commissions paid to the Defendants by [Life Partners]" and "damages suffered by investors who assigned their claims to the Creditors Trust." The claims asserted in the Complaint are characterized as either "Estate Claims," which are for "(1) fraudulent transfers under the Texas Uniform Fraudulent Transfer Act and 11 U.S.C. section 548; (2) breach of contract; and (3) preference claims under 11 U.S.C. section 547 and various disallowance claims under 11 U.S.C. sections 502 and 510," or "Investor Claims," which are for "(1) negligent misrepresentation; (2) breach of the Texas Securities Act based upon the sale of unregistered securities by unlicensed brokers; (3) for rescission pursuant to the TSA; and (4) for breach of fiduciary duty." The assignments of those claims to plaintiffs were alleged to have been accomplished by, or pursuant to, the bankruptcy plan that was confirmed. After having considered the defendants' multiple motions to dismiss the complaint, the allegations of the complaint, plaintiffs' omnibus response to the motions, replies of defendants, the report and recommendation regarding such motions issued by the bankruptcy judge on Oct. 18, 2017, objections to the report and recommendation, plaintiffs' response to defendants' objections, and pertinent legal authorities, the court has concluded that all claims asserted by plaintiffs in the complaint should be dismissed. The court has adopted recommendations of the bankruptcy judge that the allegations of certain counts fail to comply with the pleading standards of the Federal Rules of Civil Procedure, with the result that the inadequately pleaded claims are to be dismissed. As to the other claims, the court has concluded from the court's independent evaluation of the merits of the grounds of the motions to dismiss that all claims asserted by plaintiffs in the complaint are insufficiently pleaded, that some are rendered moot because of insufficient pleading of predicate claims, and that all claims should be dismissed. The court is not accepting the recommendations made from time to time by the bankruptcy judge that plaintiffs be permitted to replead as to certain issues or as to certain defendants. The conclusions of this court that the allegations of the complaint are deficient cannot possibly come as a surprise to plaintiffs. Undoubtedly, plaintiffs know that they have done the best they can do. They have not sought leave to file an amended pleading at any time since defendants started filing their motions to dismiss; nor have they ever suggested that they would be able to overcome their pleading deficiencies if given an opportunity to do so. Defendants have exhausted enough resources in response to the inadequately pleaded complaints of plaintiffs, without being called upon to go another round. Therefore, the court is not permitting plaintiffs to replead. The bankruptcy case is in re: LIFE PARTNERS HOLDINGS, INC., Chapter 11, Debtor, Case No. 15-40289-RFN11 (Bankr. N.D. Tex.). A full-text copy of Judge McBryde's Memorandum Opinion and Order dated Nov. 17, 2017, is available at https://is.gd/SgmlRq from Leagle.com. Life Partners Creditors' Trust, Plaintiff, represented by James M. McGee -- jmcgee@munsch.com -- Munsch Hardt Kopf & Harr PC. Life Partners Creditors' Trust, Plaintiff, represented by Alyssa M. Pazandak, Munsch Hardt Kopf & Harr PC, Dennis L. Roossien -- droossien@munsch.com -- Munsch Hardt Kopf & Harr PC & Phil C. Appenzeller Jr. -- pappenzeller@munsch.com -- Munsch Hardt Kopf & Harr PC. Alan M. Jacobs, Plaintiff, represented by James M. McGee, Munsch Hardt Kopf & Harr PC, Alyssa M. Pazandak, Munsch Hardt Kopf & Harr PC, Dennis L. Roossien, Munsch Hardt Kopf & Harr PC & Phil C. Appenzeller, Jr., Munsch Hardt Kopf & Harr PC. American Safe Retirements, LLC, Defendant, represented by Rebecca Kristine Eaton -- reaton@whitakerchalk.com -- Whitaker Chalk Swindle & Schwartz PLLC, Robert A. Simon -- rsimon@whitakerchalk.com -- Whitaker Chalk Swindle & Schwartz & Thomas S. Brandon, Jr. -- tbrandon@whitakerchalk.com -- Whitaker Chalk Swindle & Schwartz. Joe Barkate, Defendant, represented by Rebecca Kristine Eaton, Whitaker Chalk Swindle & Schwartz PLLC, Robert A. Simon, Whitaker Chalk Swindle & Schwartz & Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz. Rich DePaolo, Defendant, represented by Rebecca Kristine Eaton, Whitaker Chalk Swindle & Schwartz PLLC, Robert A. Simon, Whitaker Chalk Swindle & Schwartz & Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz. Frank W. Bice, Defendant, represented by Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz & Robert A. Simon, Whitaker Chalk Swindle & Schwartz. The Retirement and Investment Council, Defendant, represented by Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz & Robert A. Simon, Whitaker Chalk Swindle & Schwartz. Tolleson Holdings, LLC, Defendant, represented by Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz & Robert A. Simon, Whitaker Chalk Swindle & Schwartz. Tolleson Investments, LLC, Defendant, represented by Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz & Robert A. Simon, Whitaker Chalk Swindle & Schwartz. About Life Partners Holdings Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The case was assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, served as counsel to the Debtor. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee was represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). LIFE PARTNERS: Trust Loses Clawback Suit vs 72 Vest, et al ---------------------------------------------------------- In the case captioned LIFE PARTNERS CREDITORS' TRUST AND ALAN M. JACOBS, AS TRUSTEE FOR LIFE PARTNERS CREDITORS' TRUST, Plaintiffs, v. 72 VEST LEVEL THREE LLC, ET AL. Defendants, Adversary No. 16-04035-rfn (N.D. Tex.), Judge John McBryde of the U.S. District Court for the Northern District of Texas dismissed with prejudice all claims asserted by the plaintiffs against the defendants. Plaintiffs alleged that the "lawsuit seeks to recover commissions paid to the Defendants by [Life Partners]" and "damages suffered by investors who assigned their claims to the Creditors Trust." The claims asserted in the complaint are characterized as either "Estate Claims," which are for "(1) fraudulent transfers under the Texas Uniform Fraudulent Transfer Act and 11 U.S.C. section 548; (2) breach of contract; and (3) preference claims under 11 U.S.C. section 547 and various disallowance claims under 11 U.S.C. sections 502 and 510," or "Investor Claims," which are for "(1) negligent misrepresentation; (2) breach of the Texas Securities Act based upon the sale of unregistered securities by unlicensed brokers; (3) for rescission pursuant to the TSA; and (4) for breach of fiduciary duty." The assignments of those claims to plaintiffs were alleged to have been accomplished by, or pursuant to, the bankruptcy plan that was confirmed Nov. 1, 2016, and became effective Dec. 9, 2016. After having considered the defendants' multiple motions to dismiss the complaint, the allegations of the complaint, plaintiffs' omnibus response to the motions, replies of defendants, the report and recommendation regarding such motions issued by the bankruptcy judge on Sept. 14, 2017, objections to the report and recommendation, plaintiffs' response to defendants' objections, and pertinent legal authorities, the court has concluded that all claims asserted by plaintiffs in the complaint should be dismissed. The court has adopted recommendations of the bankruptcy judge that the allegations of certain counts fail to comply with the pleading standards of the Federal Rules of Civil Procedure, with the result that the inadequately pleaded claims are to be dismissed. As to the other claims, the court has concluded from the court's independent evaluation of the merits of the grounds of the motions to dismiss that all claims asserted by plaintiffs in the complaint are insufficiently pleaded, that some are rendered moot because of insufficient pleading of predicate claims, and that all claims should be dismissed. The court is not accepting the recommendations made from time to time by the bankruptcy judge that plaintiffs be permitted to replead as to certain issues or as to certain defendants. The conclusions of this court that the allegations of the complaint are deficient cannot possibly come as a surprise to plaintiffs. Undoubtedly, plaintiffs know that they have done the best they can do. They have not sought leave to file an amended pleading at any time since defendants started filing their motions to dismiss; nor have they ever suggested that they would be able to overcome their pleading deficiencies if given an opportunity to do so. Defendants have exhausted enough resources in response to the inadequately pleaded complaints of plaintiffs, without being called upon to go another round. Therefore, the court is not permitting plaintiffs to replead. The bankruptcy case is in re: LIFE PARTNERS HOLDINGS, INC., Chapter 11, Debtor, Case No. 15-40289-RFN11 (Bankr. N.D. Tex.). A full-text copy of Judge McBryde's Memorandum Opinion and Order dated Nov. 17, 2017, is available at https://is.gd/gB1y5k from Leagle.com. Life Partners Creditors' Trust, Plaintiff, represented by James M. McGee -- jmcgee@munsch.com -- Munsch Hardt Kopf & Harr PC. Life Partners Creditors' Trust, Plaintiff, represented by Alyssa M. Pazandak, Munsch Hardt Kopf & Harr PC, Dennis L. Roossien -- droossien@munsch.com -- Munsch Hardt Kopf & Harr PC & Phil C. Appenzeller Jr. -- pappenzeller@munsch.com -- Munsch Hardt Kopf & Harr PC. Alan M. Jacobs, Plaintiff, represented by James M. McGee, Munsch Hardt Kopf & Harr PC, Alyssa M. Pazandak, Munsch Hardt Kopf & Harr PC, Dennis L. Roossien, Munsch Hardt Kopf & Harr PC & Phil C. Appenzeller, Jr., Munsch Hardt Kopf & Harr PC. 72 Vest Level Three, LLC, Defendant, represented by Thomas S. Brandon, Jr. -- tbrandon@whitakerchalk.com -- Whitaker Chalk Swindle & Schwartz, Peter C. Lewis -- peter.lewis@solidcounsel.com -- Scheef & Stone LLP, Rebecca Kristine Eaton -- reaton@whitakerchalk.com -- Whitaker Chalk Swindle & Schwartz PLLC & Robert A. Simon -- rsimon@whitakerchalk.com -- Whitaker Chalk Swindle & Schwartz. A. Nick Coppolo, Defendant, represented by Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz & Rebecca Kristine Eaton, Whitaker Chalk Swindle & Schwartz PLLC. Donald L. Ashberry, Defendant, represented by Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz & Rebecca Kristine Eaton, Whitaker Chalk Swindle & Schwartz PLLC. David Barr, Defendant, represented by Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz & Rebecca Kristine Eaton, Whitaker Chalk Swindle & Schwartz PLLC. Afrain Cavazos, Defendant, represented by Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz & Rebecca Kristine Eaton, Whitaker Chalk Swindle & Schwartz PLLC. AMZ Financial Insurance Services, Defendant, represented by Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz & Rebecca Kristine Eaton, Whitaker Chalk Swindle & Schwartz PLLC. Phillip Bellingan, Defendant, represented by Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz & Rebecca Kristine Eaton, Whitaker Chalk Swindle & Schwartz PLLC. About Life Partners Holdings Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The case was assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, served as counsel to the Debtor. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee was represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). LIFE PARTNERS: Trust's Clawback Suit v J. Sundelius, et al., Junked ------------------------------------------------------------------- District Judge John McBryde dismissed with prejudice all claims asserted by the plaintiffs against the defendants in the adversary proceeding captioned LIFE PARTNERS CREDITORS' TRUST AND ALAN M. JACOBS, AS TRUSTEE FOR LIFE PARTNERS CREDITORS' TRUST, Plaintiffs, v. JAMES SUNDELIUS, ET AL., Defendants, Adversary No. 15-04087-rfn (N.D. Tex.). Plaintiffs alleged in the introduction of their second amended complaint that the "lawsuit seeks to recover commissions paid to the Defendants by [Life Partners]" and "damages suffered by investors who assigned their claims to the Creditors Trust." The claims asserted in the Complaint are characterized as either "Estate Claims," which are for "(1) fraudulent transfers under the Texas Uniform Fraudulent Transfer Act and 11 U.S.C. section 548; (2) breach of contract; and (3) preference claims under 11 U.S.C. section 547 and various disallowance claims under 11 U.S.C. sections 502 and 510," or "Investor Claims," which are for "(1) negligent misrepresentation; (2) breach of the Texas Securities Act based upon the sale of unregistered securities by unlicensed brokers; (3) for rescission pursuant to the TSA; and (4) for breach of fiduciary duty." The assignments of those claims to plaintiffs were alleged to have been accomplished by, or pursuant to, the bankruptcy plan that was confirmed Nov. 1, 2016, and became effective Dec. 9, 2016. After having considered the defendants' multiple motions to dismiss the complaint, the allegations of the complaint, plaintiffs' omnibus response to the motions, replies of defendants, the report and recommendation regarding such motions issued by the bankruptcy judge on Oct. 19, 2017, objections to the report and recommendation, plaintiffs' response to defendants' objections, and pertinent legal authorities, the court has concluded that all claims asserted by plaintiffs in the complaint should be dismissed. The court has adopted recommendations of the bankruptcy judge that the allegations of certain counts fail to comply with the pleading standards of the Federal Rules of Civil Procedure, with the result that the inadequately pleaded claims are to be dismissed. As to the other claims, the court has concluded from the court's independent evaluation of the merits of the grounds of the motions to dismiss that all claims asserted by plaintiffs in the complaint are insufficiently pleaded, that some are rendered moot because of insufficient pleading of predicate claims, and that all claims should be dismissed. The court is not accepting the recommendations made from time to time by the bankruptcy judge that plaintiffs be permitted to replead as to certain issues or as to certain defendants. The conclusions of this court that the allegations of the complaint are deficient cannot possibly come as a surprise to plaintiffs. Undoubtedly, plaintiffs know that they have done the best they can do. They have not sought leave to file an amended pleading at any time since defendants started filing their motions to dismiss; nor have they ever suggested that they would be able to overcome their pleading deficiencies if given an opportunity to do so. Defendants have exhausted enough resources in response to the inadequately pleaded complaints of plaintiffs, without being called upon to go another round. Therefore, the court is not permitting plaintiffs to replead. The bankruptcy case is in re: LIFE PARTNERS HOLDINGS, INC., Chapter 11, Debtor, Case No. 15-40289-RFN11 (Bankr. N.D. Tex.). A full-text copy of Judge McBryde's Memorandum Opinion and Order dated Nov. 17, 2017, is available at https://is.gd/JZmR0A from Leagle.com. Life Partners Creditors' Trust, Plaintiff, represented by James M. McGee -- jmcgee@munsch.com -- Munsch Hardt Kopf & Harr PC. Life Partners Creditors' Trust, Plaintiff, represented by Alyssa M. Pazandak, Munsch Hardt Kopf & Harr PC, Dennis L. Roossien -- droossien@munsch.com -- Munsch Hardt Kopf & Harr PC & Phil C. Appenzeller Jr. -- pappenzeller@munsch.com -- Munsch Hardt Kopf & Harr PC. Alan M. Jacobs, Plaintiff, represented by James M. McGee, Munsch Hardt Kopf & Harr PC, Alyssa M. Pazandak, Munsch Hardt Kopf & Harr PC, Dennis L. Roossien, Munsch Hardt Kopf & Harr PC & Phil C. Appenzeller, Jr., Munsch Hardt Kopf & Harr PC. Fred A Cowley, Defendant, represented by Thomas S. Brandon, Jr. -- tbrandon@whitakerchalk.com -- Whitaker Chalk Swindle & Schwartz & Robert A. Simon, Whitaker Chalk Swindle & Schwartz. Gallagher Financial Group, Defendant, represented by Thomas Giles Farrier -- tfarrier@murphymahon.com -- Murphy Mahon Keffler & Farrier LLP, James Dan Moorhead -- jmoorhead@murphymahon.com -- Murphy Mahon Keffler & Farrier & Mark J. Petrocchi -- mpetrocchi@lawgjm.com -- Griffith Jay & Michel LLP. Edward G. Burford Corporation, Defendant, represented by Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz & Robert A. Simon, Whitaker Chalk Swindle & Schwartz. Faye Bagby, Defendant, represented by Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz, Kelly J. Curnutt, Curnutt & Hafer & Robert A. Simon, Whitaker Chalk Swindle & Schwartz. Ella Oliver, Defendant, represented by J. Mitchell Little, Charlene Cantrell Koonce -- charlene.koonce@solidcounsel.com -- Scheef & Stone LLP, Kelly M. Crawford -- kelly.crawford@solidcounsel.com -- Scheef & Stone LLP & Peter C. Lewis -- peter.lewis@solidcounsel.com -- Scheef & Stone LLP. Wealthstone Financial, Defendant, represented by Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz & Robert A. Simon, Whitaker Chalk Swindle & Schwartz. Falco Group, LLC, Defendant, represented by Thomas S. Brandon, Jr., Whitaker Chalk Swindle & Schwartz, Rebecca Kristine Eaton, Whitaker Chalk Swindle & Schwartz PLLC & Robert A. Simon, Whitaker Chalk Swindle & Schwartz. About Life Partners Holdings Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The case was assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, served as counsel to the Debtor. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee was represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). MAC ACQUISITION: Committee Taps Bayard as Co-Counsel ---------------------------------------------------- The official committee of unsecured creditors of Mac Acquisition LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Bayard, P.A. Bayard will serve as co-counsel with Kelley Drye & Warren LLP, the firm tapped by the committee to be its lead bankruptcy counsel. The firm's hourly rates range from $500 to $1,050 for directors, $315 to $470 for associates, and $240 to $295 for paraprofessionals. The attorneys and paralegal who will be representing the committee are: Justin Alberto Attorney $500 Erin Fay Attorney $475 Gregory Flasser Attorney $350 Larry Morton Paralegal $295 Justin Alberto, 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: Justin R. Alberto, Esq. 600 N. King Street, Suite 400 Wilmington, DE 19801 Tel: (302) 655-5000 Fax: (302) 658-6395 Email: jalberto@bayardlaw.com About Mac Acquisition LLC Mac Acquisition LLC, et al. -- https://www.macaronigrill.com/ -- operate full-service casual dining restaurants under the trade name, "Romano's Macaroni Grill." As of Oct. 18, 2017, the company operates 93 company-owned restaurants located in 23 states, with a workforce of approximately 4,600 employees. Non-debtor affiliate RMG Development franchises an additional 23 restaurants in Florida, Hawaii, Illinois, Texas, Puerto Rico, Mexico, Bahrain, Egypt, Oman, the United Arab Emirates, Qatar, Germany, and Saudi Arabia. During 2016, Mac Acquisition and RMG generated gross revenues through restaurant sales and franchisee payments of approximately $230 million. On Oct. 18, 2017, Mac Acquisition LLC, and eight affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12224). Mac Acquisition's estimated assets of $10 million to $50 million and debt at $50 million to $100 million. The Hon. Mary F. Walrath is the case judge. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as Delaware bankruptcy counsel; Gibson, Dunn & Crutcher LLP, as general bankruptcy counsel; Mackinac Partners, LLC, as financial advisor; and Duff & Phelps Securities, LLC as financial advisor and investment banker. Donlin, Recano & Company, Inc., is the claims agent. On October 30, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. MAC ACQUISITION: Committee Taps Kelley Drye as Lead Counsel ----------------------------------------------------------- The official committee of unsecured creditors of Mac Acquisition LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kelley Drye & Warren LLP as its lead counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; investigate the Debtor's financial condition; analyze claims of creditors; and assist in the preparation of a plan of reorganization. The firm's hourly rates are: Partners $540 - $825 Associates $310 - $610 Paraprofessionals $185 - $270 Eric Wilson, 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: Eric R. Wilson, Esq. Kelley Drye & Warren LLP 101 Park Avenue New York, NY 10178 Tel: (212) 808-7800 Fax: (212) 808-7897 Email: ewilson@kelleydrye.com About Mac Acquisition LLC Mac Acquisition LLC, et al. -- https://www.macaronigrill.com/ -- operate full-service casual dining restaurants under the trade name, "Romano's Macaroni Grill." As of Oct. 18, 2017, the company operates 93 company-owned restaurants located in 23 states, with a workforce of approximately 4,600 employees. Non-debtor affiliate RMG Development franchises an additional 23 restaurants in Florida, Hawaii, Illinois, Texas, Puerto Rico, Mexico, Bahrain, Egypt, Oman, the United Arab Emirates, Qatar, Germany, and Saudi Arabia. During 2016, Mac Acquisition and RMG generated gross revenues through restaurant sales and franchisee payments of approximately $230 million. On Oct. 18, 2017, Mac Acquisition LLC, and eight affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12224). Mac Acquisition's estimated assets of $10 million to $50 million and debt at $50 million to $100 million. The Hon. Mary F. Walrath is the case judge. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as Delaware bankruptcy counsel; Gibson, Dunn & Crutcher LLP, as general bankruptcy counsel; Mackinac Partners, LLC, as financial advisor; and Duff & Phelps Securities, LLC as financial advisor and investment banker. Donlin, Recano & Company, Inc., is the claims agent. On October 30, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. MESAW LLC: Taps Scura Wigfield as Legal Counsel ----------------------------------------------- Mesaw, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Scura, Wigfield, Heyer, Stevens & Cammarota, LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in adversary proceedings; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Partners $425 Associates $375 Paralegals $150 David Stevens, Esq., the attorney who will be handling the case, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David L. Stevens, Esq. Scura, Wigfield, Heyer, Stevens & Cammarota, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: 973-696-8391 Email: dstevens@scuramealey.com About Mesaw, LLC Mesaw, LLC -- http://www.clubbarks.com/-- does business as Club Barks in Little Falls, New Jersey. It sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-32925) on November 13, 2017. Stephen Anatro, its managing member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $100,000 and liabilities of less than $500,000. MOREHEAD MEMORIAL: May Use Cash Collateral Through Dec. 15 ---------------------------------------------------------- The Hon. Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle District of North Carolina has entered a sixth interim order authorizing Morehead Memorial Hospital to use the cash collateral of Berkadia Commercial Mortgage LLC and First-Citizens Bank & Trust for the week ending Nov. 17, 2017, through and including Dec. 15. A further hearing to consider the continued use of cash collateral will be held on Dec. 12 at 9:30 a.m. The Debtor may use the Berkadia and First-Citizens cash collateral to pay only the ordinary and reasonable expenses of operating its business that are necessary to avoid immediate and irreparable harm. During the Interim Cash Collateral Period, the terms of the Berkadia Secured Financing Agreements and the First-Citizens Secured Financing Agreements and Assignments will continue in full force and effect except as may be modified by operation of law or pursuant to the terms of the Sixth Interim Order. The Lenders are granted adequate protection pursuant to Sections 361 and 363(e) of the U.S. Bankruptcy Code: (a) Interest, Fees and Costs. The Debtor will pay Berkadia and First-Citizens all interest, fees, and charges including, without limitation, all obligations, expenses, and other charges accruing under the Berkadia Secured Financing Agreements or the First-Citizens Secured Financing Agreements and Assignments, respectively, regardless of whether amounts appear on the Budget, subject to a full reservation of rights by the Debtor and the Official Committee of Unsecured Creditors to seek to recharacterize of payments as payments of principal to the extent that it is determined that the claims of Berkadia and First- Citizens are not oversecured pursuant to Section 506(b) of the Bankruptcy Code. All payments of interest will be calculated at the applicable interest rate under the Berkadia Secured Financing Agreements or the First- Citizens Secured Financing Agreements and Assignments, as applicable, in effect as of the Petition Date; (b) Replacement Collateral and Replacement Liens for HUD and Berkadia. The Debtor grants, assigns, and pledges to Berkadia and HUD valid, perfected, and enforceable liens and security interests in all of the Debtor's accounts receivable created from and after the Petition Date and all of the Debtor's right, title, and interest in, to, and under the Berkadia Pre-Petition Collateral, to the extent same existed on the Petition Date and the proceeds, products, offspring, rents, and profits of all of the foregoing, all as may otherwise be described in the Berkadia Secured Financing Agreements; (c) Automatic Perfection of Berkadia Replacement Liens. The Berkadia Replacement Liens granted under this Sixth Interim Order will be valid, perfected, and enforceable against the Berkadia Replacement Collateral as of the Petition Date without further filing or recording of any document or instrument or the taking of any further actions, and will not be subject to dispute, avoidance or subordination. Notwithstanding the automatic perfection of the Berkadia Replacement Liens granted pursuant to the Sixth Interim Order, Berkadia is authorized, but not required, to file financing statements and other similar instruments in any jurisdiction, and to take any other action it deems necessary or appropriate in order to validate, evidence, or perfect Berkadia Replacement Liens. The Debtor is authorized and directed to execute and deliver all instruments and documents prepared by Berkadia or HUD and to pay all reasonable fees and expenses that are reasonably required or necessary to facilitate any filings or recordings elected to be made by Berkadia or HUD; (d) Priority of Berkadia Replacement Liens. The Berkadia Replacement Liens granted will be subject and subordinate in priority to any liens, security interests, and other encumbrances, existing as of the Petition Date, or which attach to the Berkadia Replacement Collateral after the Petition Date, that are senior, valid, perfected, enforceable, and unavoidable, that are granted with Berkadia's or HUD's consent, or that are otherwise senior to the pre-petition liens in favor of Berkadia or HUD. The Berkadia Replacement Liens will be valid and enforceable against any trustee appointed in the Chapter 11 case, or in any subsequent proceeding affecting the Debtor, including any conversion of the Debtor's Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code; (e) Replacement Collateral and Replacement Liens for First- Citizens. The Debtor grants, assigns, and pledges to First-Citizens valid, perfected, and enforceable liens and security interests in all of the rents received from the Thompson Street Building and Dayspring Building on and after the Petition Date and all of the Debtor's right, title, and interest in, to, and under the First-Citizens Pre-Petition Collateral, to the extent same existed on the Petition Date and the proceeds, products, offspring, rents, and profits of all of the foregoing, all as may otherwise be described in the First-Citizens Secured Financing Agreements and Assignments; (f) Automatic Perfection of First-Citizens Replacement Liens. The First-Citizens Replacement Liens granted under the Sixth Interim Order will be valid, perfected, and enforceable against the First-Citizens Replacement Collateral as of the Petition Date without further filing or recording of any document or instrument or the taking of any further actions, and will not be subject to dispute, avoidance, or subordination. Notwithstanding the automatic perfection of the Replacement Liens, First-Citizens is authorized, but not required, to file financing statements and other similar instruments in any jurisdiction, and to take any other action it deems necessary or appropriate in order to validate, evidence, or perfect such First-Citizens Replacement Liens. The Debtor is authorized and directed to execute and deliver all instruments and documents prepared by First-Citizens and to pay all reasonable fees and expenses that are reasonably required or necessary to facilitate any filings or recordings elected to be made by First-Citizens; (g) Priority of First-Citizens Replacement Liens. The First-Citizens Replacement Liens granted will be subject and subordinate in priority to any liens, security interests, and other encumbrances, existing as of the Petition Date, or which attach to the First-Citizens Replacement Collateral after the Petition Date, that are senior, valid, perfected, enforceable, and unavoidable, that are granted with First-Citizens' consent, or that are otherwise senior to the pre-petition liens in favor of First-Citizens. The First-Citizens Replacement Liens will be valid and enforceable against any trustee appointed in the Chapter 11 case, or in any subsequent proceeding affecting the Debtor, including any conversion of the Debtor's Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code; (h) Taxes. The Debtor will agree to pay all post-petition federal, state, and county taxes (other than real property taxes) as and when due, regardless of whether taxes appear on the Budget and any payments in excess of amounts budgeted will not be considered in calculating whether Debtor has exceeded the budget and caused a default or termination event under this Sixth Interim Order; (i) Super-priority Administrative Expense Claim for Berkadia. Subject and subordinate only to the carve- out, the Berkadia Note Obligations, to the extent that the stay under Section 362 of the Bankruptcy Code or the use, sale, or lease of the Berkadia Prepetition Collateral results in a decrease in Berkadia's interest in the Berkadia Prepetition Collateral, are granted and entitled to status as an administrative expense claim pursuant to Section 507(b) of the Bankruptcy Code, with priority over all other administrative expense claims, now existing or hereafter arising, of the kind specified in or ordered pursuant to Sections 105, 326, 330, 331, 351, 503(b), 506(c), 507(a), and 1114 of the Bankruptcy Code; and (j) Super-priority Administrative Expense Claim for First- Citizens. Subject and subordinate only to the Carve- Out, the First-Citizens Note Obligations, to the extent that the stay under Section 362 of the Bankruptcy Code, or the use, sale, or lease of the First-Citizens Prepetition Collateral results in a decrease in First- Citizens' interest in the First-Citizens Prepetition Collateral, is granted and entitled to status as an administrative expense claim pursuant to Section 507(b) of the Bankruptcy Code, with priority over all other administrative expense claims, now existing or hereafter arising, of the kind specified in or ordered pursuant to Sections 105, 326, 330, 331, 351, 503(b), 506(c), 507(a), and 1114 of the Bankruptcy Code. A full-text copy of the court order is available at: http://bankrupt.com/misc/ncmb17-10775-426.pdf As reported by the Troubled Company Reporter on Oct. 12, 2017, the Court entered a fifth stipulation and agreed interim order authorizing the Debtor to use cash collateral through and including Nov. 17. About Morehead Memorial Hospital Founded in 1924, Morehead Memorial Hospital -- http://www.morehead.org/-- is a North Carolina non-profit corporation that owns and operates a 108-bed general acute care community hospital on a 22-acre campus located at 117 East Kings Highway, Eden, North Carolina. Within the Hospital Real Property, Morehead Memorial also owns and operates a 121-bed skilled nursing facility. It also owns several other parcels of real property located in Eden that are contiguous to, or in the general vicinity of, the Hospital Real Property. Morehead Memorial Hospital filed for Chapter 11 bankruptcy protection (Bankr. M.D.N.C. Case No. 17-10775) on July 10, 2017, estimating its assets and liabilities at between $10 million and $50 million. The petition was signed by Dana M. Weston, the CEO. Judge Benjamin A. Kahn presides over the case. Thomas W. Waldrep, Jr., Esq., Jennifer B. Lyday, Esq., and Francisco T. Morales, Esq., at Waldrep LLP, serve as the Debtor's bankruptcy counsel. The Debtor also hired Womble Carlyle Sandridge & Rice, LLP, as special counsel; Grant Thornton LLP as financial advisor; Hanlon Hammond Camp LLC as investment banker and operational and strategic advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. On July 24, 2017, William Miller, the bankruptcy administrator for the Middle District of North Carolina, appointed an official committee of unsecured creditors. The Committee retained law firms Nelson Mullins Riley & Scarborough LLP, and Sills Cummis & Gross, P.C., as co-counsel. MOREHEAD MEMORIAL: Taps Norton Rose as Special Counsel ------------------------------------------------------ Morehead Memorial Hospital seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire Norton Rose Fulbright US LLP as its special counsel. The firm will act as the Debtor's counsel in responding to a regulatory investigation and any other investigations, actions or claims resulting from a data security incident. Norton's discounted hourly billing rate is $350 for associates, $395 for senior counsel, and $525 for partners of the firm. The rate for paralegal services is $150 per hour. The attorneys expected to provide the services are: David Navetta $525 Kris Kleiner $350 Erin Locker $350 Norton does not hold or represent any interest adverse to the Debtor, according to court filings. The firm can be reached through: David Navetta, Esq. Norton Rose Fulbright US LLP 1225 Seventeenth Street, Suite 3050 Denver, CO 80202 Tel: +1 303-801-2732 Email: david.navetta@nortonrosefulbright.com About Morehead Memorial Hospital Founded in 1924, Morehead Memorial Hospital -- http://www.morehead.org/-- is a North Carolina non-profit corporation that owns and operates a 108-bed general acute care community hospital on a 22-acre campus located at 117 East Kings Highway, Eden, North Carolina. Within the Hospital Real Property, Morehead Memorial also owns and operates a 121-bed skilled nursing facility. It also owns several other parcels of real property located in Eden that are contiguous to, or in the general vicinity of, the Hospital Real Property. Morehead Memorial Hospital filed for Chapter 11 bankruptcy protection (Bankr. M.D.N.C. Case No. 17-10775) on July 10, 2017, estimating its assets and liabilities at between $10 million and $50 million. The petition was signed by Dana M. Weston, the CEO. Judge Benjamin A. Kahn presides over the case. Thomas W. Waldrep, Jr., Esq., Jennifer B. Lyday, Esq., and Francisco T. Morales, Esq., at Waldrep LLP, serve as the Debtor's bankruptcy counsel. The Debtor also hired Womble Carlyle Sandridge & Rice, LLP, as special counsel; Grant Thornton LLP as financial advisor; Hanlon Hammond Camp LLC as investment banker and operational and strategic advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. On July 24, 2017, William Miller, the bankruptcy administrator for the Middle District of North Carolina, appointed an official committee of unsecured creditors. The Committee retained law firms Nelson Mullins Riley & Scarborough LLP, and Sills Cummis & Gross, P.C., as co-counsel. MTN INFRASTRUCTURE: S&P Affirms 'B' Senior Secured Debt Rating -------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issue-level rating, with a '3' recovery rating, on the senior secured debt of MTN Infrastructure TopCo Inc. (the parent of Waynesboro, Va.-based fiber infrastructure and service provider Lumos Networks Corp.) following the company's placement of incremental secured debt to fund a portion of its acquisition of a majority stake in South Carolina-based fiber infrastructure provider Spirit Communications (Spirit). The '3' recovery rating indicates S&P's expectation of meaningful (50% to 70%; rounded estimate: 50%) recovery in the event of payment default. MTN Infrastructure completed a $960 million term loan B due 2024, which was upsized from the company's originally planned $485 million first-lien term loan. The upsize includes a $475 million delayed-draw term loan that cannot be drawn prior to the company's completion of its acquisition of Spirit. The acquisition is expected to close by the end of the first quarter of 2018. MTN Infrastructure also increased the size of its revolving credit facility to $125 million as part of the transaction. S&P said, "Our 'B' corporate credit rating and stable outlook on MTN Infrastructure are unchanged. The corporate credit rating is based on our view of the combined business, which reflects its relatively small scale, limited market share, and competition from larger players. The rating also reflects our expectation that adjusted leverage, which is pro forma for the acquisitions of Lumos and Spirit, will be about 6x in 2017 and remain elevated longer term because of its private equity ownership and our view that the company will likely pursue debt-financed acquisitions or shareholder distributions." RECOVERY ANALYSIS Key analytical factors S&P said, "Our simulated default scenario contemplates speculative capital spending combined with economic pressure that leads to customer churn. These factors could contribute to significantly lower revenues, profitability, and cash flow levels for the company. This decline in operating results would result in a payment default to the point that the company's liquidity and cash flow would be insufficient to cover cash interest expenses, mandatory debt amortization, and maintenance-level capital expenditure requirements. "At default, our recovery analysis assumes a capital structure consisting of a $125 million revolving credit facility maturing in 2022 (85% drawn) and a $960 million senior secured term loan due 2024. Estimated debt claims also include about six months of accrued but unpaid interest outstanding at the point of default. "Other default assumptions include LIBOR rising to 2.5% and the spread on the revolver rising to 5% as covenant amendments are obtained. We assess recovery prospects on the basis of a distressed gross recovery value of approximately $567 million. This is based on an emergence EBITDA of about $103 million and an EBITDA multiple of 5.5x. The $103 million emergence EBITDA is our estimate of MTN Infrastructure's hypothetical default-level EBITDA." Simulated default assumptions -- Simulated year of default: 2020 -- EBITDA at emergence: $103 million -- Implied enterprise valuation (EV) multiple: 5.5x -- Gross enterprise value (EV): $567 million Simplified waterfall -- Net EV (after 5% administrative costs): $539 million -- Valuation split in % (obligors/nonobligors): 73/27 -- Estimated net EV available for senior secured debt (including unpledged value): $539 million -- Estimated senior secured debt claims: $1.08 billion -- Senior secured debt recovery rating: '3' (50%) -- Senior secured debt issue rating: 'B' RATINGS LIST MTN Infrastructure TopCo Inc. Corporate Credit Rating B/Stable/-- Rating Affirmed; Recovery Rating Unchanged MTN Infrastructure TopCo Inc. Senior Secured B Recovery Rating 3 (50%) MTN Infrastructure TopCo is an acquisition financing entity which will own the combined businesses of Lumos Networks and Spirit Communications, and will operate as a fiber-based communication services provider in the mid-Atlantic and southeastern region of the US. Pro forma for the proposed acquisitions, the company will generate approximately $400 million of annual revenue. NAVITAS MIDSTREAM: Moody's Assigns B3 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned first-time ratings to Navitas Midstream Midland Basin, LLC, including a B3 Corporate Family Rating (CFR), a B3-PD Probability of Default Rating (PDR), and a B3 senior secured term loan rating. The rating outlook is positive. Net proceeds from the term loan offering will be used to repay existing bank debt and to pre-fund growth capital expenditures. "Navitas has very high financial leverage and will face elevated project execution and volume ramp up risks through 2019 as it builds out additional gathering and processing capacity to support growing volumes from a diversified group of E&P customers in the Midland Basin," said Sajjad Alam, Moody's Senior Analyst. "While Navitas has very little EBITDA, Moody's expect earnings to increase which will improve leverage and coverage ratios relatively quickly through 2019 following the commissioning of two 200 mmcf/day cryogenic natural gas processing plants in January 2018 and the second quarter 2019." Ratings Assigned: Issuer: Navitas Midstream Midland Basin, LLC -- Corporate Family Rating, assigned B3 -- Probability of Default Rating, assigned B3-PD -- $350 million Senior Secured Term Loan B, assigned B3 (LGD4) Outlook, Positive RATINGS RATIONALE Navitas' B3 CFR reflects its very high initial financial leverage, and the company's heavy reliance on rapid gathering and processing volume growth through 2019 to improve its leverage profile. While the company's assets are located in the core of the Midland Basin, robust ongoing drilling will be necessary for Navitas to realize its anticipated cash flow growth and leverage reduction targets. The rating is also restrained by Navitas' small asset and earnings base, limited operating history, and significant projected outspending through 2019. Key factors supporting the B3 rating include large acreage dedication from a diversified group of active E&P companies, long-term fee based contracts from customers that have the commitment and wherewithal to drill even in a low oil price environment, a senior management team with deep midstream experience, significant upfront equity contribution from its private equity sponsor Warburg Pincus which could provide additional equity support, and structural features in the loan agreement such as cash flow sweeps and a $11 million debt service reserve account offering credit enhancements. The $350 million senior secured term loan facility is rated B3 under the Moody's Loss Given Default Methodology. Although the $50 million revolver (unrated and maturing five years from the closing of the transaction) has a super priority claim to Navitas' assets, the term loan is rated the same as the CFR given the small size of the revolver relative to the term loan. Moody's has reviewed preliminary draft legal documentation for the proposed term loan and the assigned ratings assume that there will be no material variation from the drafts reviewed. Navitas will have adequate liquidity through 2018 after closing of the proposed term loan transaction. At closing, Navitas will have roughly $227 million of cash and an undrawn $50 million revolving credit facility, which will be put in place concurrently with the term loan. The company will also have an $11 million debt service reserve account back stopped by a separate letter of credit. Moody's expects Navitas to fund its 2018 debt service obligations and capital expenditures using cash on hand and cash from operations. Under the revolver agreement, Navitas has to maintain a minimum total debt/total capitalization ratio of 50% through March 31, 2019, and thereafter, the company has to maintain only a debt service coverage ratio of 1.1x and a maximum super senior leverage ratio of 1.5x. Moody's expects the company to be comfortably in compliance with its covenants through the end of 2018. The positive outlook reflects Moody's view that healthy ongoing drilling activity around Navitas' operating footprint will enable the company to boost cash flow and reduce leverage within a relatively short period of time. An upgrade could be considered if Navitas can accomplish its projected volume and cash flow growth and reduce financial leverage below 6x while maintaining adequate liquidity. A downgrade is most likely if volume growth lags expectations keeping the debt/EBITDA ratio above 8x at the end of 2018 or if the company's liquidity position weakens considerably. The principal methodology used in these ratings was Midstream Energy published in May 2017. Navitas Midstream Midland Basin, LLC, is a Texas incorporated privately owned natural gas gathering and processing company with primary operations in the Midland, Martin, Howard, Glasscock and Upton Counties of the Midland Basin. Navitas was formed in May 2014 and is 85% owned by Warburg Pincus. NEENAH ENTERPRISES: S&P Raises CCR to 'B' on Improving End Markets ------------------------------------------------------------------ S&P Global Ratings raised its corporate credit rating on U.S.-based Neenah Enterprises Inc. to 'B' from 'B-'. The outlook is stable. S&P said, "At the same time, we assigned our 'B+' issue-level rating to the company's proposed $120 million term loan B due in 2022. We also assigned our '2' recovery rating, which indicates our expectation for substantial recovery (70%-90%; rounded estimate: 70%) in the event of a payment default." The upgrade reflects the company's reduced leverage as a result of improved operating performance from continued recovery in the heavy-truck, construction, and agriculture segments served by Neenah's industrial segment. Neenah reduced leverage from the mid-5x area as of June 30, 2016, to the low-4x area as of Sept. 30, 2017. S&P said, "We expect the company will maintain leverage between 4x and 5x over the next 12 months given our forecast for modest revenue growth. In addition, we believe the proposed refinancing of its term loan moderately enhances the company's liquidity via ABL borrowing repayment and our belief that it will maintain at least 15% cushion under the proposed maximum leverage covenant relative to our forecast." S&P said, "The stable outlook reflects our belief that the company will maintain adjusted debt to EBITDA between 4x and 5x over the next 12 months. This is supported by our expectation for modest revenue growth due to continued recovery in the end markets served by Neenah's industrial segment, partially offset by potential weakness in the company's municipal segment. "We could lower our rating on Neenah by one notch if the company's operating performance declined due to lower demand for the company's products such that adjusted debt to EBITDA grew to more than 5x on a sustained basis. We could also lower our rating if the company pursued debt-financed acquisitions or shareholder returns such that it increased leverage to more than 5x on a sustained basis, or if the company's headroom under its maximum leverage covenant declined below 15%. "Although unlikely over the next 12 months, we could raise our rating on Neenah by one notch if we forecast the company's total debt to EBITDA to be less than 4x over an economic cycle, and we believed that the company was committed to maintaining financial policies that would support this leverage." Neenah, Wis.-based Neenah Enterprises Inc., through its subsidiaries, provides metal castings, steel forgings, and various auxiliary services for the municipal and industrial markets. NEIGHBORS' CONSEJO: Disclosures OK'd; Dec. 21 Plan Hearing ---------------------------------------------------------- Judge S. Martin Teel, Jr. of the U.S. Bankruptcy Court for the District of Columbia issued an order approving Neighbors' Consejo's disclosure statement explaining its plan of reorganization. Dec. 21, 2017, at 10:30 a.m., is fixed as the date and time for the hearing on confirmation of the Plan. Dec. 18, 2017, is fixed as the last day for filing and serving written objections to confirmation of the Plan. The Troubled Company Reporter previously reported that unsecured creditors will get 100% under the plan. These allowed claims will be paid in quarterly pro rata installments of $20,000 with 0.9% interest from the petition date. A copy of the disclosure statement is available for free at: https://is.gd/VWeXRV About Neighbors' Consejo Neighbors' Consejo is a District of Columbia community organization dedicated since 1995 to providing Mental Health Rehabilitative Services and Substance Use Disorder Services to residents of Washington, D.C., free of charge. Additionally, the Debtor has provided transitional housing for the homeless, who also needed MHRS or SUD treatment, since 2004. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 15-00373) on July 16, 2015. The petition was signed by Glenda Rodriguez, executive director. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Martin S. Teel, Jr. presides over the case. Bailey & Ehrenberg PLLC represents the Debtor as bankruptcy counsel. No official committee of unsecured creditors has been appointed. NEUBERGER BERMAN 26: S&P Assigns BB- (sf)Rating on Class E Notes ---------------------------------------------------------------- S&P Global Ratings assigned its ratings to Neuberger Berman Loan Advisers CLO 26 Ltd./Neuberger Berman Loan Advisers CLO 26 LLC's $506.0 million floating-rate notes. The note issuance is a collateralized loan obligation (CLO) transaction backed primarily by broadly syndicated senior secured term loans that are governed by collateral quality tests. The ratings reflect: -- The diversified collateral pool, which consists primarily of broadly syndicated speculative-grade senior secured term loans that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is expected to be bankruptcy remote. RATINGS ASSIGNED Neuberger Berman Loan Advisers CLO 26 Ltd./ Neuberger Berman Loan Advisers CLO 26 LLC Class Rating Amount (mil. $) A AAA (sf) 338.250 B AA (sf) 74.250 C (deferrable) A (sf) 39.875 D (deferrable) BBB- (sf) 30.250 E (deferrable) BB- (sf) 23.375 Subordinated notes NR 55.300 NR--Not rated. Neuberger Berman Loan Advisers CLO 25 Ltd. is a broadly syndicated collateralized loan obligation (CLO) managed by Neuberger Berman Loan Advisers LLC. NEXT COMMUNICATIONS: Seeks March 30 Plan Exclusivity Extension -------------------------------------------------------------- Next Communications, Inc. filed a fourth motion with the U.S. Bankruptcy Court for the Southern District of Florida seeking for an extension of the exclusivity periods for filing and obtaining acceptance of a chapter 11 plan through March 30, 2018 and May 30, 2018, respectively. Absent the requested extension, the Debtor's exclusivity period is slated to expire on November 30, 2017, pursuant to an Order entered on November 14. The Debtor seeks exclusivity extension to allow the Debtor ample time to finalize a Chapter 11 Plan and Disclosure Statement. The Debtor tells the Court that it has been working on its claims analysis to determine expected claims filed against it. The Debtor still needs to resolve the claim of 100 NWT Fee. In addition, the Debtor says that it has filed an adversary proceeding against Verizon and Equinix for the loss of server equipment while in their custody and control. The Debtor claims that it has had increased revenues for the month of September in the amount of $128,000. The revenues for the month of November are expected to be over $600,000. The Debtor anticipates revenues increasing to $1.0 million for December. The Debtor asserts that it has been working on obtaining funding for plan from its other affiliated companies, including Next Group Holdings, Inc., to be paid over the contemplated plan life for distribution to creditors holding allowed claims. The Debtor claims that it maintains appropriate insurance on its property. Accordingly, the Debtor believes good cause exists to grant it an extension to afford it an opportunity to further grow and continue developing its revenues to allow it to fund a reorganization plan. About Next Communications Next Communications, Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-10411) on December 21, 2016. The petition was signed by Arik Maimon, its CEO. AM Law, LLC represents the Debtor as counsel. The Hon. Robert A. Mark presides over the case. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. NOVABAY PHARMACEUTICALS: Appoints New Chief Commercial Officer -------------------------------------------------------------- NovaBay Pharmaceuticals, Inc., appointed Lewis Stuart to serve as the Company's chief commercial officer. The Company and Mr. Stuart executed a new employment agreement on Nov. 21, 2017, effective as of December 1, 2017. Prior to joining the Company, Mr. Stuart, age 58, served as vice president, US Oncology, of Genomic Health, Inc., a biotechnological company providing genomic-based diagnostic tests that help optimize cancer care, since 2013, during which time he led a team of over 160 members in marketing, sales, medical affairs, and field operations for Genomic Health's oncology franchise. From 2010 until 2013, Mr. Stuart served as president and general manager of Genetic Technologies, Inc., a DNA forensic science company, during which time he established a new US-based molecular diagnostics division, Phenogen Sciences, Inc., for this Australia-based company. Mr. Stuart has also served as senior vice president, Commercial, of CV Therapeutics after serving as its vice president of Sales and Managed Markets (2003-2009), as well as served as vice president of Marketing for Insmed, Inc. (2002-2003) and Agouron Pharmaceuticals, Inc. (1996-2002). Mr. Stuart received a B.A. degree in Communications and Marketing Management from Virginia Polytechnic & State University, and he is a candidate for an Executive M.B.A. from Northeastern University. The Employment Agreement provides for at-will employment and a term commencing on Dec. 1, 2017 and continuing until November 30, 2019 unless earlier terminated. The Employment Agreement includes an annual base salary of $300,000. The Employment Agreement additionally includes that the Company will recommend to the Board of Directors that Mr. Stuart be granted an award of 100,000 stock options and 10,000 restricted stock units at the next Board meeting, in December 2017. The exercise price of the stock options will be the closing price of the Company's common stock on the NYSE American on the grant date, and 25% of the stock options will vest on the first anniversary of the grant date with 6.25% vesting every three months thereafter. The RSUs will vest on Aug. 1, 2018, provided that Mr. Stuart has successfully completed the performance criteria which will be determined and communicated to Mr. Stuart at the end of the second quarter of 2018. In addition, Mr. Stuart will have the opportunity to earn an annual performance bonus in an amount up to 30% of his Base Salary. The bonus amount will be determined by the Board, in its sole discretion, based upon the following factors: (i) the fulfillment, during the relevant year, of specific milestones and tasks delegated, for such year, to Mr. Stuart as set by Mr. Stuart and the Company's president/CEO and/or the Board, before the end of the first calendar quarter; (ii) the evaluation of Mr. Stuart by the Company's president/CEO and/or the Board; (iii) the Company's financial, product and expected progress and (iv) other pertinent matters relating to the Company's business and valuation. Any bonus will be payable within two and a half (2 1/2) months following the end of the year for which the bonus was earned. The Compensation Committee of the Company will have the sole discretion to pay any or all of the annual bonus in the form of equity compensation. Any such equity compensation will be issued from the Company's equity incentive plan, and shall be fully vested upon payment. In the event the Company terminates Mr. Stuart for cause (as defined in the employment agreement), he will be entitled to any earned but unpaid wages or other compensation (including reimbursements of his outstanding expenses and unused vacation) earned through the termination date. In the event the Company terminates Mr. Stuart without cause (including death or disability), he will, subject to his execution of a release of claims in favor of the Company, be entitled to an amount equal to Mr. Stuart's annualized base salary in effect on the date of separation from service, which will be paid in 12 equal consecutive monthly installments at the monthly base salary rate in effect at the time of Mr. Stuart's termination. The Severance Amount will be in addition to Mr. Stuart's earned wages and other compensation (including reimbursements of his outstanding expenses and unused vacation) through the date his employment is terminated from the Company. In order to terminate Mr. Stuart for cause, the Company shall give notice to Mr. Stuart specifying the reason for termination and providing a period of 30 days to cure the reason specified. If there is no cure within 30 days or the notified party earlier refuses to effect the cure, the termination will then be deemed effective. About NovaBay Pharmaceuticals Based in Emeryville, California, 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. Visit www.novabay.com for more information. 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 $15.19 million for the year ended Dec. 31, 2014. 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. NRG ENERGY INC: S&P Rates Senior Unsecured Notes 'BB-' ------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to NRG Energy Inc.'s $870 million senior unsecured notes, due 2028. The company will use the issuance to refinance 2023 maturities. The outlook is stable. The '3' recovery rating reflects S&P's expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of default. S&P said, "We recently affirmed the rating on NRG Energy in light of the ongoing business transformation plan, which we expect will decrease scale somewhat but lead to lower leverage during the next two years." Based in Princeton, New Jersey, NRG Energy, Inc., together with its subsidiaries, operates as an integrated power company. The company provides electricity to residential, commercial, and industrial consumers; system power, distributed generation, solar and wind products, backup generation, storage and distributed solar, demand response, energy efficiency, and on-site energy solutions; carbon management and specialty services; and various energy services, such as operations, maintenance, technical, development, and asset management services. It owns and operates approximately 47,000 megawatts of generation. OAK CLIFF DENTAL: Taps John Permenter as Accountant --------------------------------------------------- Oak Cliff Dental Center, PLLC received approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire John Permenter as its accountant. Mr. Permenter, a certified public accountant, will prepare the Debtor's monthly operating reports, and will review and finalize Quickbooks entries at an hourly rate of $120. He will also assist the Debtor in the preparation of its tax returns and will charge the Debtor based on the forms required for the returns. In a court filing, Mr. Permenter disclosed that he does not hold or represent any interest adverse to the Debtor's estate. Mr. Permenter maintains an office at: John S. Permenter 1019 S. Main #106 Duncanville, TX 75137 About Oak Cliff Dental Center Oak Cliff Dental Center, PLLC, operates a single office dental practice at 820 N. Zang Blvd., Suite 110, Dallas Texas. The dental center has operated continuously since April 1, 2014. Its sole member and equity holder is Angela L. Jones, DDS. Separately Dr. Jones filed a personal Chapter 13 bankruptcy under Case No. 17-33489. Oak Cliff Dental Center, PLLC, filed for chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-33780) on Oct. 4, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Stacey G. Jernigan presides over the case. Robert M. Nicoud, Jr., Esq., of Olson, Nicoud & Gueck LLP, is the Debtor's bankruptcy counsel. The Debtor hired Metcalf Adair Law Firm, PLLC as its special counsel. OMINTO INC: Incurs $1.1 Million Net Loss in Third Quarter --------------------------------------------------------- Ominto, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to the Company of $1.09 million on $14.38 million of gross revenue for the three months ended June 30, 2017, compared to a net loss attributable to the Company of $1.94 million on $3.98 million of gross revenue for the three months ended June 30, 2016. For the nine months ended June 30, 2017, the Company reported a net loss attributable to the Company of $8.14 million on $28.12 million of gross revenue compared to a net loss attributable to the Company of $6.95 million on $13.41 million of gross revenue for the same period last year. As of June 30, 2017, Ominto had $58.38 million in total assets, $43.39 million in total liabilities and $14.99 million in total equity. As of June 30, 2017 total assets from continuing operations were approximately $58,389,000 consisting of approximately $26,321,000 of current assets including accounts receivable and prepaid expenses of approximately $1,409,000, cash and cash equivalents of $9,871,000, restricted cash of $1,053,000, and deferred costs of $13,988,000. The Company's non-current assets included Property and equipment of approximately $1,964,000, Goodwill of $21,082,000, $5,656,000 of film costs related to our VIE Lani Pixels, $3,214,000 of investments, and $152,000 of other assets. Total liabilities associated with the Company's continuing operations as of June 30, 2017 are all current liabilities and totaled approximately $43,391,000 including $1,773,000 of debenture bonds owed by its VIE, Lani Pixels. The Company's current liabilities as of June 30, 2017 were comprised of $18,767,000 of deferred subscription fees, $6,756,000 of deferred advertising revenue, $3,360,000 of payable and accrued liabilities, $ 2,919,000 of customer deposits, $7,052,000 payable to Business Associates, amounts due to related parties of $2,062,000 and $702,000 of accounts payable. The Company's VIE Bonds have a coupon rate of 5% and mature in 2026 but have been classified as current liabilities due to not being in compliance with the Debenture covenants. The Company's Board of Directors and executive management believe that the Company will continue to exist to carry out all objectives, commitments, and stated goals for the next 12 months from Nov. 27, 2017 as cash flows from operations continue to be funded from available cash balance. According to the Company, there is no significant information available to the contrary, as the Company is currently able to meet all current and immediate obligations without substantial asset sales or restructuring. Also, with the introduction of the new operations platform and business model and the arrival of new Executive Management members, Management believes that the financial and business trends will continue to be positive for the foreseeable future. Furthermore, there are no denial of trade credit from suppliers, and no known adverse legal proceedings that could materially affect the Company. A full-text copy of the Form 10-Q is available for free at: https://is.gd/cLqVNJ About Ominto, Inc. Based in Boca Raton, Florida, 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. ONE HORIZON: CEO Mark White Provides Update to Shareholders ----------------------------------------------------------- One Horizon Group, Inc., issued the following letter to shareholders dated Nov. 28, 2017 from Mark White, chief executive officer. Dear Fellow Shareholders - In writing this letter, I would like to begin by sharing my gratitude for each of you and my confidence and pride in the future of One Horizon Group. I am the first to recognize that in the past few months, our Company has undergone profound change and I want to share with you a few words about my vision for our bright future. As One Horizon Group's Founder and CEO, my conviction that we must succeed derives from the responsibility I personally embrace to lead our Company's strategy to identify, acquire and integrate businesses that will allow us to lead the next wave of cutting edge technologies driving the growth of disruptive social media, on-demand video, gaming, education, security and electronic commerce mobile applications. We will integrate the target acquisitions with our existing business, streamlining operational efficiencies and increasing profitability. There are tremendous opportunities within our sights to acquire Asia-based businesses ready to launch their operations globally as well as European and United States-based businesses that are recognized leaders in their respective areas, poised to expand into large markets including China with the international expertise and guidance of our team. Consumer behavior is shifting at a rapid pace and we are positioned at the intersection of great innovation. Our shift in strategy is based on significant diligence and we expect to have a front-row seat at the convergence of the physical and digital worlds that will drive unprecedented business opportunities for One Horizon Group. Although our ambitions may appear grand, we are laser focused on execution and I am confident we will achieve our goals. As we advance our Company in the marketplace as a forward-thinking technology acquisition business, I recognize that beyond these exciting technologies, platforms and content we will acquire, we must deliver unique value propositions to our customers. I see a future where our technologies will make lives more exciting, our platforms will be inviting and easy to use, and our content will be unique and desirable. We have done our homework and we will not be reinventing the wheel; our target acquisitions are already capturing the hearts, minds and finances of significant population groups spanning multiple continents. For a moment, I would like to talk about people. It has been said that "leadership is a conversation." Many years ago, I learned that by listening to my customers, colleagues and shareholders, I might hear new ideas that could help us improve our Company. I am proud to be working with a great team including Edwin Lun, Chief Operating Officer, and Martin Ward, Chief Financial Officer. We plan to regularly communicate with our customers and shareholders. We will be measured by our innovation, our sales, our profitability, our corporate responsibility, our social impact, and our share price, but we will always maintain our core values. I am deeply aware that our stock price is an important measure of the progress that we make in the weeks, months and years to come. The catalyst for this progress will be completing strategic acquisitions that build our capabilities to deliver exponential returns to our shareholders by accelerating the reach of technologies, platforms and content to large numbers of subscribers, users and I expect, raving fans. While quarterly and annual reports and future updates will quantify our success, I will be taking measure daily so we can anticipate areas of challenge and mobilize our team to take clear and decisive actions that will deliver results. It is in these details that we will harness the driving force that will take One Horizon Group to the next level. Thank you all deeply for your support and for joining us on this evolution. Warm regards, Mark White CEO, One Horizon Group, Inc. About One Horizon Group, Inc. Based in Limerick, Ireland, One Horizon Group, Inc. (NASDAQ:OHGI) is a reseller of secure messaging software for the growing gaming, security and education markets including in China and Hong Kong. For more information on the Company please visit http://www.onehorizongroup.com/investors-overview/. The Company's independent accountants Cherry Bekaert LLP, in Tampa, Fla., issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. One Horizon reported a net loss of $5.54 million on $1.61 million of revenue for the year ended Dec. 31, 2016, compared to a net loss of $6.30 million on $1.53 million of revenue for the year ended in 2015. As of Sept. 30, 2017, One Horizon had $8.67 million in total assets, $4.25 million in total liabilities and $4.42 million in total stockholders' equity. OSSO LLC: Jan 17 Hearing on Final Approval of Disclosures --------------------------------------------------------- Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the District of Arizona conditionally approved OSSO,LLC's first amended disclosure statement, dated Nov. 17, 2017, referring to its plan of reorganization, dated Nov. 13, 2017. A hearing to consider the final approval of the First Amended Disclosure Statement will be held at the United States Bankruptcy Court 38 S. Scott, Court Room 446, Tucson, Arizona or Phoenix Court Room 301 on Jan. 17, 2018 at 10:15 a.m. The last day for filing and serving written objections to the First Amended Disclosure Statement is fixed on Jan. 12, 2018, five business days prior to the hearing. An initial hearing to consider confirmation of the Plan will be held at the United States Bankruptcy Court 38 S. Scott, Court Room 446, Tucson, Arizona or Phoenix Court Room 301 on Jan. 17, 2018 at 10:15 a.m. The last day for filing and serving written objections to the Plan is fixed on Jan. 12, 2018. The last day to vote to accept or reject the Plan is Jan. 12, 2018. About OSSO, LLC OSSO, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.Ariz. Case No. 17-06737) on June 14, 2017. Eric Slocum Sparks, Esq., at Law Offices of Eric Slocum Sparks, P.C. serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. OTERO COUNTY: QHR Not Guilty of Policy Limits Misrepresentation --------------------------------------------------------------- Bankruptcy Judge Robert H. Jacobvitz tried the related adversary proceedings captioned UNITED TORT CLAIMANTS, as individuals, Plaintiffs, QUORUM HEALTH RESOURCES, LLC, Defendant, Misc. Proceeding No. 13-00007, Adversary Nos. 12-1204j through 12-1207j, 12-1209j, 12-1210j, 12-1212 through 12-1215j, 12-1221j, 12-1235j, 12-1238j through 12-1241j, 12-1243j, 12-1244j, 12-1246j, 12-1248j, 12-1249j, 12-1251j through 12-1261j, 12-1271j, 12-1276j and 12-1278j (Bankr. D.N.M) in phases. The first two phases tried issues common to all of the related adversary proceedings. In Phase I, the Court determined the duty and breach elements of the United Tort Claimants' negligence claims against Quorum Health Resources, LLC. In Phase II, the Court determined causation and allocation of fault. In Phase III, the Court will adjudicate damages for the individual members of the United Tort Claimants QHR requests the Court to require any judgment against QHR awarding damages to a member of the UTC to include language that expressly limits enforcement against available insurance only. The UTC oppose this request, asserting that QHR fraudulently induced the UTC to agree to limit enforcement of any judgment against available insurance by making materially false representations to the UTC regarding the nature and extent of available insurance coverage. More specifically, the UTC asserts that QHR made a misrepresentation relating to the erosion of policy limits. The parties have fully briefed the issue, which the Court has termed the "Judgment Language Issue." The Court took the Judgment Language Issue under advisement following a final, evidentiary hearing on the Judgment Language Issue, held June 19, 2017. After considering the evidence admitted at the final hearing on the Judgment Language Issue, the Court finds that the UTC have failed to sustain their burden of proving that QHR made any materially false representations to the UTC regarding the extent of the available insurance coverage. Consequently, in accordance with the parties' settlement agreement and the Third Amended Plan of Reorganization confirmed in Otero County Hospital Association, Inc.'s Chapter 11 bankruptcy case, the UTC may enforce any judgment awarded against QHR in these related adversary proceedings solely against available insurance, and not against QHR's assets. Any judgment entered in favor of a member of the UTC and against QHR will contain language expressly limiting enforcement against available insurance only, and not against QHR's assets. The bankruptcy case is in re: OTERO COUNTY HOSPITAL ASSOCIATION, INC., Debtor, Case No. 11-11-13686 JL (Bankr. D.N.M.). A full-text copy of Judge Jacobvitz's Memorandum Opinion dated Nov. 17, 2017, is available at https://is.gd/TeI76y from Leagle.com. Gilbert C. Marquez, Plaintiff, represented by Lisa K. Curtis, Curtis and Lucero, Bernard R. Given, II -- bgiven@loeb.com -- Loeb & Loeb LLP, Victor F. Poulos -- Victor@PoulosCoates.com -- Felicia C. Weingartner, Law Offices of Felicia C Weingartner PC. Ann Berry, Plaintiff, represented by Kinzer A. Jackson, Curtis and Lucero Law Firm. Christian R. Schlicht, D.O., Defendant, represented by Paul Bishop. Quorum Health Resources, LLC, Defendant, represented by Neil R. Blake -- nrblake@btblaw.com -- Butt, Thornton & Baehr, P.C., Adam Jason Bobkin, Mauro Lilling Naparty LLP, John Leslie Corbett --john.corbett@btlaw.com-- Barnes & Thornburg LLP, William W. Drury -- wdrury@rcdmlaw.com -- Paul M. Fish, John A. Klecan, Renaud Cook Drury Mesaros, P.A., Joe L. McClaugherty, McClaugherty & Silver PC, Richard James Montes, Mauro Lilling Naparty LLP, Tamara Safarik, David E. Wood, Anderson Kill & Olick PC. About Otero County Hospital Otero County Hospital Association Inc. filed for Chapter 11 protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New Mexico, on Aug. 16, 2011. The Alamogordo, New Mexico-based nonprofit developed and operates the Gerald Champion Regional Medical Center. GCRMC serves a total population of approximately 70,000 people. Otero County Hospital Association also does business as Mountain View Catering. Judge Robert H. Jacobvitz presides over the case. Craig H. Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los Angeles; and John D. Wheeler, Esq., at John D. Wheeler & Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy counsel. Kurtzman Carson Consultants, LLC, serves as claims agent. The Debtor disclosed $124,186,104 in assets and $40,506,759 in liabilities as of the Chapter 11 filing. Alice Nystel Page, U.S. Trustee for Region 20, appointed five creditors to serve on the Official Committee of Unsecured Creditors of the Debtor. Gardere Wynne Sewell LLP serves as the Committee's counsel. The Committee tapped James Morell of JCM Advisors, LLC, as healthcare management consultant. The U. S. Trustee appointed E. Marissa Lane PLLC as patient care ombudsman on Sept. 13, 2011. No trustee or examiner has been requested or appointed in the Chapter 11 Case. The Debtor's Third Amended Plan of Reorganization dated June 20, 2012, provides that the Plan will resolve the Trust Personal Injury Claims on a consensual basis; resolve all issues between the Debtor and Quorum Health Resources, LLC well as the Debtor and Nautilus Insurance Company on a consensual basis; satisfy the claims of Bank of America in full; provide for the payment of trade and other unsecured creditors in full; and allow the Debtor to emerge from chapter 11 in a strong position and with the ability to satisfy the medical needs of Otero County. The Plan contemplates that the Debtor will obtain exit financing to the extent necessary to satisfy the claims of its primary secured creditor, Bank of America, and provide the Debtor with sufficient capital to meet its other obligations under the Plan and continue its normal operations. On June 21, 2012, the Court entered an order approving the disclosure statement and establishing procedures relating to confirmation of the plan. Following a confirmation hearing held Aug. 3, 2012, the Court entered an order confirming a fourth amended plan, which contained non-material modifications to the third amended plan. OXFORD FINANCE: Moody's Assigns Ba3 CFR; Outlook Stable ------------------------------------------------------- Moody's Investors Service assigned a Ba3 corporate family (CFR) and senior unsecured rating to Oxford Finance LLC with a stable outlook. The rating actions follows Oxford's announced $300 million senior unsecured issuance. RATINGS RATIONALE The Ba3 ratings reflect the company's consistently strong profitability, as well as solid capital level and asset quality. Offsetting these attributes is the company's relatively small size in the highly competitive healthcare finance market along with its concentrated loan portfolio and key man risk with respect to its founder and CEO. Over the past several years, Oxford has demonstrated solid financial performance with net income to average managed assets of 5.8% in the third quarter of 2017. Tangible common equity (TCE) to total managed assets (TMA) is 28.4%, after incorporating the effects of the planned senior unsecured issuance, a decrease from 36.5% as of September 30, 2017. Moody's expect Oxford's capital ratio as measured by TCE to TMA to remain above 25%. Oxford is a specialty finance company that provides primarily senior secured term lending to companies, often startups, in the life sciences and healthcare sectors. As of September 30, 2017, Oxford had $1.52 billion in loans outstanding. The company's loan performance has been consistent with credit costs, through September 30, 2017 the company's cumulative net charge-offs were $34.1 million out of $4.3 billion in aggregate loan originations since 2002. Oxford is privately held with affiliates of Wafra Capital Partners Inc. owning 75% of the company, with the remainder owned by Oxford's management. The $300 million senior unsecured bond issuance will be used to pay a $125 million dividend to Oxford Holdco LLC, Oxford's corporate parent, pay down revolving senior secured debt by $100 million and the remaining $75 million for general corporate purposes. The rating outlook is stable, reflecting Moody's expectation that the company will be able to continue to grow its healthcare finance business while maintaining its strong financial performance, asset quality and liquidity position. The ratings could be upgraded if the company strengthens its franchise position such as improving its competitive position in the healthcare services sector and diversifies its funding sources whereas secured debt to gross tangible assets falls meaningfully below 35%, while maintaining profitability, capital level and asset quality strength. The ratings could be downgraded if the company's loan performance suffers or its leverage as measured by the company's debt (including non-recourse secured financing and securitization facilities) to equity ratio increases above 3X. Oxford is a specialty finance company headquartered in Alexandria, Virginia. The principal methodology used in this rating was Finance Companies published on December 2016. OXFORD FINANCE: S&P Rates New Senior Unsecured Notes at 'B+' ------------------------------------------------------------ S&P Global Ratings assigned its 'B+' rating to Oxford Finance LLC's offering of $300 million of senior unsecured notes due in 2022. Oxford is planning to use the net proceeds from the offering to repay its senior secured revolving credit facilities; pay a dividend to its parent, Oxford Holdco LLC; and for general corporate purposes. S&P forecasts pro forma leverage, as measured by debt to adjusted total equity (ATE), for the $300 million offering to be about 2.6x. That said, S&P continues to expect the company to operate with debt to ATE of less than 2.75x over the next 12-24 months. As of Sept. 30, 2017, the company's total debt to ATE was 1.7x. S&P's ratings on Oxford reflect the company's good niche position in health care lending, its track record of low credit losses, and its low leverage and good profitability. Countering these ratings strengths are the company's limited business/portfolio diversification and reliance on secured funding facilities. RATINGS LIST Oxford Finance LLC Issuer Credit Rating BB-/Stable/-- New Rating Oxford Finance LLC Senior Unsecured $300 mil notes due 2022 B+ Oxford Finance LLC is a specialty financial services firm that provides financial solutions to life sciences and healthcare services companies worldwide. PAL HEALTH: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: PAL Health Technologies, Inc. 1805 Riverway Drive Pekin, IL 61554 Business Description: Based in Pekin, Illinois, PAL Health Technologies, Inc., is a manufacturer of prescription orthotic. Since 1976, PAL has provided a complete line of prescription ankle braces and gauntlets, prescription diabetic/accommodative inserts, therapeutic shoes as well as a number of off-the-shelf corrective and preventative foot devices to a multitude of foot care practitioners of various medical disciplines. Visit https://palhealthtech.com for more information. Chapter 11 Petition Date: November 30, 2017 Court: United States Bankruptcy Court Central District of Illinois (Peoria) Case No.: 17-81712 Judge: Hon. Thomas L. Perkins Debtor's Counsel: Sumner Bourne, Esq. RAFOOL, BOURNE & SHELBY, P.C. 411 Hamilton Blvd #1600 Peoria, IL 61602 Tel: (309) 673-5535 Email: sbnotice@mtco.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kimberly S. Chaney, general manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilcb17-81712.pdf PARALLAX HEALTH: Incurs $2.2 Million Net Loss in Q3 2016 -------------------------------------------------------- Parallax Health Sciences, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $2.21 million on $5.59 million of revenue for the three months ended Sept. 30, 2016, compared to a net loss of $168,388 on $4.71 million of revenue for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $6.12 million on $19.80 million of revenue compared to a net loss of $709,308 on $4.71 million of revenue for the same period in 2016. As of Sept. 30, 2017, Parallax had $8.65 million in total assets, $19.52 million in total liabilities and a total stockholders' deficit of $10.86 million. As at Sept. 30, 2016, the Company had cash in the amount of $111,327 compared to $912,399 as of Dec. 31, 2015. The Company had a working capital deficit of $2,016,787 as of Sept. 30, 2016, compared to working capital of $827,499 as of Dec. 31, 2015. The decrease in working capital of $2,844,286 is primarily attributable to a decrease in cash of $801,072, a decrease in trade and other receivables, net of allowance, of $429,110, a decrease in rebates receivable of $359,399, a decrease in inventory of $302,949, a decrease in employee advances of $14,894, an increase in prepaid expenses of $34,137, an increase in accounts payable and accrued expenses of $894,277, an increase in pension contribution payable of $6,882, and a decrease in related party payables of $69,840. During the nine months ended Sept. 30, 2016, the Company used $185,914 of cash flow for operating activities compared with $593,227 provided by operating activities for the nine months ended Sept. 30, 2015. The decrease in cash provided by operating activities of $779,141 is attributable an increase in net loss of $5,416,980, an increase in depreciation and amortization expense of $145,784, an increase in stock compensation/stock option amortization of $127,673, an increase in discount amortization of $3,569,324, a decrease in bad debt allowance of $7,786,735, a decrease in accruals converted to related party loans of $303,750, a decrease in trade and other receivables of $10,924,391, a decrease in inventories of $302,949, an increase in prepaid expenses of $6,877, an increase in loans receivable of $37,045, a decrease in accounts payable and accrued expenses of $2,340,051, an increase in pension contribution payable of $6,882, and an increase in related party payables of $36,294. During the nine months ended Sept. 30, 2016, the Company used $91,073 of cash flow for investing activities compared with $2,227 for the nine months ended Sept. 30, 2015. The increase in cash used for investing activities of $88,846 is attributable the purchase of professional equipment. During the nine months ended Sept. 30, 2016, the Company used $562,065 of cash flow from financing activities, compared with $37,980 provided by financing activities for the nine months ended Sept. 30, 2015. The decrease in cash flows provided by financing activities is attributable to an increase in proceeds from notes payable of $100,000, an increase in repayment of notes payable of $629,085, and a decrease in proceeds of $37,980 from the sale of common stock. During the nine months ended Sept. 30, 2016, the Company received $5,000 from the issuance of common shares or other equity instruments, compared to $37,980 in proceeds during the nine months ended Sept. 30, 2015. The Company has suffered recurring losses from operations. The continuation of the Company's operations is dependent upon the Company's attaining and maintaining profitable operations and raising additional capital as needed. The Company anticipates that it will have to raise additional funds through private placements of the Company's equity securities and/or debt financing to complete its business plan. According to Parallax, "The Company will require additional financing in order to proceed with its plan of operations, including approximately $2,000,000 over the next 12 months to pay for its ongoing expenses. These cash requirements include working capital, general and administrative expenses, the development of the Company's product line, and the pursuit of acquisitions. These cash requirements are in excess of the Company's current cash and working capital resources. Accordingly, the Company will require additional financing in order to continue operations and to repay its liabilities. There is no assurance that the financing will be completed as planned or at all. If the Company is unable to secure adequate capital to continue the Company's planned operations, the Company's shareholders may lose some or all of their investment and the Company's business may fail. "The Company anticipates continuing to rely on equity sales of its common stock in order to continue to fund its business operations. Issuances of additional shares will result in dilution to the Company's existing stockholders. There is no assurance that the Company will achieve any additional sales of its equity securities or arrange for debt or other financing to fund its planned business activities." A full-text copy of the Form 10-Q is available for free at: https://is.gd/Yk2lz9 About Parallax Health Santa Monica, California-based Parallax Health Sciences, Inc. (OCTCMKTS:PRLX) focuses on personalized patient care through the Company's Pharmacy, RoxSan, and eventually through the diagnostic testing platform capable of diagnosing and monitoring several health issues. Through the Company's wholly owned subsidiary Parallax Diagnostics Inc., the Company holds the right, title, and interest in perpetuity to certain point-of-care diagnostic tests. The Company has the following two business segments: Retail Pharmacy Services (RPS) and Corporate. The Company's Web sites are at http://www.parallaxhealthsciences.com/, http://www.parallaxdiagnostics.com/,http://www.roxsan.com/and http://www.roxsanfertility.com/ Parallax Health reporting a net loss of $3.41 million on $11.57 million of revenue for the year ended Dec. 31, 2015, compared to a net loss of $1.11 million on $0 of revenue for the year ended Dec. 31, 2014. Dave Banerjee CPA, an Accountancy Corporation, in Woodland Hills, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Company has incurred recurring losses and recurring negative cash flow from operating activities and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. PAROLE BESTGATE: Court Approves Disclosure Statement ---------------------------------------------------- Judge David E. Rice of the U.S. Bankruptcy Court for the District of Maryland approved Parole Bestgate LLC's disclosure statement referring to a second chapter 11 plan of reorganization dated Sept. 11, 2017. The Troubled Company Reporter previously reported that non-insider unsecured creditors will be paid only 50%. The funds necessary to pay all Allowed Claims and Allowed Equity Interests will be derived from the Purchase Price, operations of the Debtor's business, and the Debtor's Cash. The Debtor has entered into a purchase agreement, in which the Annapolis, Maryland Property will be sold as part of the Debtor's Plan and the transfer of the Property shall be exempt from transfer and recordation taxes in accordance with Section 1146(a) of the Bankruptcy Code. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mdb16-11840-190.pdf About Parole Bestgate LLC Parole Bestgate LLC owns and operates a commercial office building located in Annapolis, Maryland. James Joseph Sokolis filed an involuntary Chapter 11 petition for Parole Bestgate LLC (Bankr. D. Md. Case No. 16-11840) on Feb. 17, 2016. The case is assigned to Judge David E. Rice. On March 29, 2016, the Court entered an order for relief in the Chapter 11 case. The Debtor is represented by Michael J. Lichtenstein, Esq. and Megan A. Raker, Esq., at Shulman, Rogers, Gandal, Pordy & Ecker, P.A., of Potomac, Maryland. PETROQUEST ENERGY: Reverse Stock Split Ratified by Stockholders --------------------------------------------------------------- PetroQuest Energy, Inc. held a special meeting of the holders of the Company's common stock on Nov. 29, 2017, at which the stockholders: 1. ratified the filing and effectiveness of the certificate of amendment to the Company's certificate of incorporation filed with the Secretary of State of the State of Delaware on May 18, 2016 and the one-for-four reverse stock split of the Common Stock that was effected thereby and became effective on May 18, 2016; 2. ratified the filing and effectiveness of the certificate of amendment to the Company's certificate of incorporation filed with the Secretary of State of the State of Delaware on May 18, 2016 and the amendment to the removal of directors provision that was effected thereby; and 3. approved an adjournment of the Special Meeting from time to time, if necessary or appropriate (as determined in good faith by the Company's Board of Directors or a committee thereof), to solicit additional proxies if there are not sufficient votes in favor of any of the Ratifications. About PetroQuest Lafayette, La.-based PetroQuest Energy, Inc. -- www.petroquest.com -- is an independent energy company engaged in the exploration, development, acquisition and production of oil and natural gas reserves in East Texas, Oklahoma, South Louisiana and the shallow waters of the Gulf of Mexico. PetroQuest's common stock trades on the New York Stock Exchange under the ticker PQ. PetroQuest reported a net loss available to common stockholders of $96.24 million on $66.66 million of oil and gas revenues for the year ended Dec. 31, 2016, compared to a net loss available to common stockholders of $299.92 million on $115.96 million of oil and gas revenues for the year ended Dec. 31, 2015. The Company's balance sheet at Sept. 30, 2017, showed $159.52 million in total assets, $415.73 million in total liabilities and a total stockholders' deficit of $256.20 million. * * * In June 2017, Moody's Investors Service withdrew all assigned ratings for PetroQuest Energy, including the 'Caa3' Corporate Family Rating, following the elimination of all of its rated debt. In October 2016, S&P Global Ratings raised the corporate credit rating on PetroQuest Energy to 'CCC' from 'SD'. The outlook is negative. "The upgrade reflects our reassessment of the company's corporate credit rating following the exchange of the majority of its outstanding 10% senior unsecured notes due September 2017 at par," said S&P Global Ratings credit analyst Daniel Krauss. The negative outlook reflects the company's current debt leverage levels, which S&P views to be unsustainable, as well as its less than adequate liquidity position. PHILADELPHIA ENERGY: Moody's Cuts CFR to Ca on High Default Risk ---------------------------------------------------------------- Moody's Investors Service downgraded Philadelphia Energy Solution Refining and Marketing LLC's (PESRM) Corporate Family Rating (CFR) to Ca from B3, Probability of Default Rating to Ca-PD from B3-PD, and the rating on its senior secured credit term loan to Ca from B3. The outlook remains negative. "The downgrade of Philadelphia Energy Solutions R&M's ratings reflects the very high risk of default on PESRM's term loan that matures in April 2018," said Arvinder Saluja, Moody's Vice President- Senior Analyst. RATINGS RATIONALE PESRM's Ca CFR reflects the high likelihood of default or debt restructuring in early 2018 as the company hasn't been able to resolve its refinancing negotiations with its lenders. If an agreement is not reached shortly, Moody's expect a liquidity crunch for PESRM given the substantial lead time for crude oil procurement and that the company's intermediation agreement is set to expire in March 2018. PESRM has been contending with high leverage in an unfavorable refining margin environment, which is exacerbated by the high cost of renewable energy credits. The company previously benefitted materially from a wider crude price differential, the absence of which has led to lower availability of cost-advantaged domestic crude for PESRM and other US refiners, particularly on the East Coast. By purchasing cheaper crude and selling product at favorable market prices in the PADD I region in the US, PESRM was able to generate significant EBITDA even though it faced some operational challenges. The rating is supported by the management team's substantial refining industry experience and a large combined refining capacity. PESRM has weak liquidity given the upcoming expiration of the intermediation agreement and revolver maturity in March 2018, ahead of the $523 million term loan maturity in April 2018 . Without a maturity extension or restructuring, PESRM would likely have to file for bankruptcy protection and to continue operations without the intermediation agreement which would be very challenging. PESRM's liquidity has thus far been significantly enhanced by the intermediation agreement, which accounts for substantially all of the refineries' crude supply and product off-take. However, not unlike other refiners with intermediation agreements, the company is highly reliant on it and would face the enormous challenge to arrange additional liquidity when it terminates. There are no active financial maintenance covenants associated with the revolver, but it has only approximately $20 million in availability and is facing a maturity in March 2018. If no resolution is attained, or if it entails debt restructuring or company filing for bankruptcy protection, the ratings are likely to be downgraded further. Moody's could consider an upgrade if the company is able to refinance or extend the maturity of its term loan without debt restructuring. Philadelphia Energy Solutions Refining and Marketing LLC (PESRM) owns a refinery complex in Philadelphia with two refineries, Girard Point and Point Breeze. These assets were previously owned by Sunoco, Inc., and in September 2012 were contributed to Philadelphia Energy Solutions which is jointly owned by The Carlyle Group and Sunoco, Inc. The principal methodology used in these ratings was Refining and Marketing Industry published in November 2016. PIONEER ENERGY: Provides Operations Update & Recent Developments ---------------------------------------------------------------- From time to time, senior management of Pioneer Energy Services meets with groups of investors and business analysts. The Company prepared slides in connection with management's participation in those meetings and participation in the Jefferies 2017 Energy Conference. The slides provide an update on the Company's operations and certain recent developments, which among others, include the following: US Drilling * Continue operating at 100% utilization. * Average margins per day exceed $9,000, the highest of reported publicly-traded drillers. * Continue to push up dayrates and term contract coverage with 13 of 16 U.S. rigs on term ranging from six months to two years. Colombia Drilling * Six of eight rigs under contract; four rigs currently drilling and two rigs mobilizing to new locations. * Pioneer comprises almost 50% of the active 1,500HP-class market in country. * Average margins per day expected to be $8,000 to $10,000 beginning in Q1 2018, once all six rigs are up and running. Wireline * Continues to be very active across most basins. * Two new electric wireline units will begin working in January which increases unit count to 119 units. Well Servicing * Well Servicing October utilization was 46% as compared to 43% in the prior quarter. November month-to-date utilization is 43%. * Anticipate gradual improvement if oil pricing remains in the upper $50's/bbl. * Currently expanding footprint into new geographic areas. Coiled Tubing * Experiencing steady pick up in utilization, and pricing firm to slightly up. * Having success expanding footprint into new geographic areas. Other - Balance Sheet * Completed $175 million senior secured term loan and $75 million asset-based lending facility in November 2017. Proceeds were used, among other things, to retire the outstanding balance of $101.7 million on the previous $150 million revolving credit facility scheduled to mature in 2019. * Pro-forma cash balance of $81.7 million with no borrowings under the $75 million asset-based lending facility. * Total pro-forma liquidity1 of $128.3 million. The slides are available on the Company's website at: www.pioneeres.com About Pioneer Based in San Antonio, Texas, Pioneer Energy Services -- http://www.pioneeres.com/--provides well, wireline, and coiled tubing services to producers in the U.S. Gulf Coast, offshore Gulf of Mexico, Mid-Continent and Rocky Mountain regions through its Production Services Segment. Pioneer also provides contract land drilling services to oil and gas operators in Texas, the Mid-Continent and Appalachian regions and internationally in Colombia through its Drilling Services Segment. Pioneer Energy incurred a net loss of $128.4 million in 2016, a net loss of $155.1 million in 2015, and a net loss of $38.01 million in 2014. As of Sept. 30, 2017, Pioneer Energy had $707.44 million in total assets, $485.91 million in total liabilities and $221.52 million in total shareholders' equity. * * * As reported by the TCR on Nov. 13, 2017, Moody's upgraded Pioneer Energy Services' Corporate Family Rating (CFR) to Caa2 from Caa3. Pioneer Energy Services' Caa2 CFR reflects the company's elevated debt balance pro forma for the $175 million senior secured term loan issuance, Moody's said. The TCR reported on Nov. 8, 2017, that S&P Global Ratings affirmed its 'B-' corporate credit rating on Pioneer Energy Services Corp. The outlook is negative. "Our rating affirmation follows Pioneer's announcement of a new $175 million term loan B and implementation of a new $75 million ABL revolving credit facility. PITTSBURGH PROPERTY: Taps Michael Nicolella as Appraiser -------------------------------------------------------- The City of Pittsburgh Property Development, Inc. received approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Michael Nicolella as its appraiser. Mr. Nicolella, an appraiser based in Bridgeville, Pennsylvania, will assist the Debtor in determining the "fair market value" of the real estate included in the Debtor's bankruptcy estate. The Debtor will pay the appraiser a flat fee of $250 per residential real estate appraisal performed. Mr. Nicolella disclosed in a court filing that he does not have any connection with the Debtor or any of its creditors. Mr. Nicolella's mailing address is: Michael B. Nicolella P.O. Box 534 Bridgeville, PA 15017 About City of Pittsburgh Property Development Inc. City of Pittsburgh Property Development, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-22729) on July 2, 2017. Prasad Bandhu, president, signed the petition. Elliott & Davis, PC represents the Debtor as bankruptcy counsel. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. PLAZA LIQUORS: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Plaza Liquors, LLC 17 Cedar Street Stamford, CT 06902 Business Description: Headquartered in Stamford Connecticut, Plaza Liquors, LLC, is a privately owned company in the liquor distribution business. Its principal place of business is located at 740 Franklin Avenue, Franklin Square, NY 11010. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Hillside Wine and Liquors owns 100% membership interest in the Debtor. Chapter 11 Petition Date: December 1, 2017 Case No.: 17-77397 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Louis A. Scarcella Debtor's Counsel: Avrum J Rosen, Esq. ROSEN, KANTROW & DILLON, PLLC 38 New Street Huntington, NY 11743 Tel: 631-423-8527 Fax: 631-423-4536 Email: arosen@rkdlawfirm.com Total Assets: $156,030 Total Liabilities: $1.22 million The petition was signed by Susan Berkoff, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb17-77397.pdf PQ CORP: Moody's Rates Proposed $300MM Senior Unsecured Notes Caa1 ------------------------------------------------------------------ Moody's Investors Service assigned a Caa1 rating to PQ Corporation's proposed $300 million Senior Unsecured Notes. Proceeds from the notes issuance will be used to repay existing unsecured debt and pay transaction-related fees and expenses. All other ratings on PQ, including the B2 Corporate Family Rating ("CFR"), are unchanged, and the rating outlook remains stable. "The proposed transaction will extend debt maturities and modestly lower interest expense, but will not materially change the company's expected cash flow generation or deleveraging trajectory in the next 18-24 months," said Ben Nelson, Moody's Vice President -- Senior Credit Officer and lead analyst for PQ Corporation. Assignments: Issuer: PQ Corporation -- Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD6) The assigned rating is subject to Moody's review of the final terms and conditions. The ratings on the existing unsecured notes are likely to be withdrawn following full repayment. RATINGS RATIONALE The B2 CFR is principally constrained by the company's leveraged balance sheet, modest expected free cash flow generation, and expectations for an acquisitive growth strategy over the rating horizon. Leading market positions in diverse end markets, broad customer base with many long-term relationships, and geographic diversity lend stability to the financial performance of the business compared to many other rated peers in the chemical industry, and structural advantages related to the proximity of silicates and sulfuric acid facilities to customer locations. The rating also benefits from good liquidity and financial policies that include planned deleveraging over the next few years to a target net leverage range of 3.0-3.5x (Net Debt/EBITDA) following the company's initial public offering in September 2017 and subsequent debt repayment in October 2017. The SGL-2 Speculative Grade Liquidity Rating ("SGL") reflects good liquidity to support operations. Moody's expects that PQ will generate at least $400 million of EBITDA (including proportional consolidation of joint ventures) in 2018, well in excess of expected cash interest and maintenance capital spending requirements of less than $250 million. Continued growth capital spending, combined with a significant number of one-time items, likely will temper the company's ability to generate meaningful free cash flow. The company will have moderate cash borrowings under its $200 million asset-based revolving credit facility ("ABL"). The ABL has a springing financial maintenance covenant -- the only financial maintenance covenant. There are no financial covenants under the term loan. PQ also has alternate forms of liquidity in terms of a joint venture and meaningful assets in non-guarantor foreign subsidiaries. The stable outlook assumes that a combination of modest EBITDA growth and improved free cash flow generation will enable the company to reduce leverage toward 5.0x (Debt/EBITDA), generate retained cash flow-to-debt in excess of 10% (RCF/Debt), and at least $35 million of free cash flow in 2018. Moody's could upgrade the rating with expectations for adjusted financial leverage sustained below 5 times, retained cash flow-to-debt sustained above 10%, free cash flow-to-debt sustained above 5%. Moody's could downgrade the rating with expectations for adjusted financial leverage above 6.5x, negative free cash flow, or less than $100 million in available liquidity. The principal methodology used in this rating was Global Chemical Industry Rating Methodology published in December 2013. Headquartered in Malvern, Pa., PQ Corporation is a leading provider of inorganic specialty chemicals, including sodium silicates, silicate derivatives, catalysts, reflective glass spheres, and engineered glass materials. CCMP Capital Advisors purchased a stake in the company in late 2014. Affiliates of The Carlyle Group previously purchased the company in a secondary leveraged buyout from CCMP in July 2007. The company acquired INEOS' silica business through a leveraged transaction in July 2008. INEOS and members of management own the remainder of the company. PQ completed an IPO and began trading as a public company in September 2017. PQ CORP: S&P Rates Proposed $300MM Senior Unsecured Notes 'B' ------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level and '5' recovery ratings to U.S.-based specialty catalysts, materials, and chemicals company PQ Corp.'s proposed $300 million senior unsecured notes due 2025. The '5' recovery rating indicates S&P's expectation for a modest recovery (10%-30%; rounded estimate: 15%) to creditors in the event of a payment default. S&P said, "At the same time, we affirmed our 'BB-' issue-level ratings on the company's senior secured first-lien term loan and senior secured notes. The '2' recovery ratings remain unchanged, indicating our expectation for substantial recovery (70%-90%; rounded estimate: 85%) to creditors in the event of a payment default. "We expect the company to use net proceeds from the proposed notes issuance to redeem its existing 8.5% senior notes due 2022 and floating-rate senior unsecured notes due 2022. "Our 'B+' corporate credit rating and stable rating outlook on PQ Corp. are unchanged." ISSUE RATINGS Recovery Analysis Key analytical factors S&P said, "Our simulated default scenario assumes a payment default in 2020 due to weak economic conditions causing scaled-back spending in consumer and municipal end markets that result in the company's operational performance deteriorating. "We continue to value the company on a going-concern basis using a 5.5x multiple and a $364 million projected emergence EBITDA. The multiple is in line with other specialty chemical companies', such as Solenis International L.P." Simulated default assumptions -- Simulated year of default: 2020 -- EBITDA at emergence: $361 million -- Implied enterprise value multiple: 5.5x Simplified waterfall -- Net enterprise value: $1.90 billion -- Obligor (U.S. operations)/nonobligor (foreign operations) valuation split: 66.7%/33.3% -- Collateral value available to secured creditors: $1.36 billion -- Secured first-lien debt: $1.56 billion -- Recovery expectations: 70%-90% (rounded estimate: 85%) -- Collateral available to unsecured creditors: $98 million -- Unsecured debt claims: $530 million -- Recovery expectations: 10%-30% (rounded estimate: 15%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST PQ Corp. Corporate Credit Rating B+/Stable/-- New Ratings PQ Corp. Senior Unsecured $300 million notes due 2025 B Recovery Rating 5(15%) Ratings Affirmed PQ Corp. Senior Secured First-lien term loan BB- Recovery Rating 2(85%) Notes BB- Recovery Rating 2(85%) Based in Malvern, Pa., PQ Corporation manufactures and sells specialty inorganic performance chemicals and catalysts. PRECIPIO INC: May Issue 666,666 Shares Under Stock Incentive Plan ----------------------------------------------------------------- Precipio, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register 666,666 shares of the Company's common stock, par value $0.01 per share, issuable pursuant to the 2017 Stock Option and Incentive Plan. The 2017 Plan, including the shares available for issuance under the 2017 Plan, was approved by the Company's stockholders on June 5, 2017. The 2017 Plan as approved by the stockholders provided for the issuance of up to 20,000,000 shares, but did not account for the Company's one-for-thirty reverse stock split which became effective on June 5, 2017. A full-text copy of the regulatory filing is available for free at https://is.gd/Gekogl About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc., has built a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment, initially the Yale School of Medicine, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. For more information, please visit www.precipiodx.com. Transgenomic reported a net loss available to common stockholders of $8 million on $1.55 million of net sales for the year ended Dec. 31, 2016, compared with a net loss available to common stockholders of $34.27 million on $1.92 million of net sales for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Precipio had $34.97 million in total assets, $14.57 million in total liabilities and $20.40 million in total stockholders' equity. Marcum LLP, in Hartford, CT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred operating losses and used cash for operating activities for the past several years. This raises substantial doubt about the Company's ability to continue as a going concern. PREFERRED VINTAGE: Taps Michael C. Fallon as Legal Counsel ---------------------------------------------------------- Preferred Vintage LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire the Law Office of Michael C. Fallon as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Michael Fallon $500 Michael Fallon, Jr. $300 Legal Assistant $150 Michael Fallon, Esq., disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Fallon, Esq. Michael Fallon, Jr., Esq. 100 E Street, Suite 219 Santa Rosa, CA 95404 Tel: (707) 546-6770 Email: mcfallon@fallonlaw.net Email: fallonmcf@fallonlaw.net About Preferred Vintage LLC Headquartered in Greenbrae, California, Preferred Vintage LLC filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 17-31106) on Nov. 1, 2017, listing its estimated assets at $1 million to $10 million and estimated liabilities at $1 million to $10 million. The petition was signed by Greg Hoffman, managing member. Judge Dennis Montali presides over the case. On November 17, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. PROAMPAC PG: Moody's Affirms B3 CFR; Outlook Stable --------------------------------------------------- Moody's Investors Service affirmed ProAmpac PG Borrower LLC's B3 Corporate Family Rating ("CFR") and B3-PD Probability of Default Rating following the company's repricing and $95 million incremental upsize of its First Lien Term Loan. The proceeds of the add-on term loan will be used to pay down the balance on the revolver, fund an acquisition and add cash on the balance sheet. The revolver had been drawn down to fund acquisitions at the end of the third quarter and the company is expected to close another acquisition before year-end. The rating outlook is stable. Issuer: ProAmpac PG Borrower LLC Affirmations: -- Corporate Family Rating, Affirmed B3 -- Probability of Default Rating, Affirmed B3 - PD -- $75 million Senior Secured First Lien Revolving Credit Facility due 2021, Affirmed B2 (LGD3) -- $1,167 million (including $95m add-on) Senior Secured First Lien Term Loan due 2023, Affirmed B2 (LGD3) -- $215 million Senior Secured Second Lien Term Loan due 2024, Affirmed Caa2 (LGD6) Outlook Actions: -- Outlook, Remains Stable RATINGS RATIONALE The affirmation of the B3 rating and stable outlook reflect the anticipated benefit of acquisitions and completed and in process synergies. The affirmation also reflects the projected benefits of various productivity and cost savings initiatives and an expectation of adequate liquidity. Although the $75 million revolver is small for the company's pro forma revenue of approximately over $1.1 billion, the facility is expected to be undrawn at the close of the transaction with good covenant cushion and the company is expected to generate positive free cash flow. The stable outlook reflects an expectation that ProAmpac will benefit from completed and in process synergies and various initiatives. The company will need to execute on its integration and operating plans as there is little room in its credit metrics for negative variance. The ratings could be upgraded if the company sustainably improves credit metrics within the context of a stable operating and competitive environment. An upgrade would also be dependent upon the maintenance of good liquidity, including an appropriately sized revolver, and appropriate financial and acquisition policies. The ratings could be upgraded if adjusted total debt to EBITDA moves below 5.5 times, funds from operations to debt remains above 8.0%, and EBITDA to gross interest coverage increases to above 3.0 times. The rating could be downgraded if there is deterioration in the credit metrics, liquidity or the operating and competitive environment. Additional debt financed acquisitions, excessive acquisitions (regardless of financing) or a move to a more aggressive financial profile could also prompt a downgrade. Specifically, the rating could be downgraded if total adjusted debt to EBITDA remains above 6.0 times, EBITDA to gross interest coverage declines below 2.0 times, and/or funds from operations to debt declines below 6.0%. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. Headquartered in Cincinnati, Ohio, ProAmpac is a supplier of flexible plastic packaging products serving customers in the food, retail, healthcare and industrial end markets. In 2015, the company was formed through the combination of Prolamina, Ampac Packaging and Coating Excellence International ("CEI"). The company has 19 manufacturing facilities in the United States, which includes the 3 new facilities, 3 in Europe, 2 in Southeast Asia and 1 in Canada. Approximately 93% of pro forma sales are generated in North America and approximately 7% are generated internationally. Their primary raw materials are resin (PET, LDPE, HDPE, polypropylene), paper, foil, film and fabric. Pro forma net sales for the 12 months ended September 30, 2017 totaled approximately $1.17 billion. ProAmpac is a Pritzker Group Private Capital company. PROPEL SCHOOLS: S&P Affirms Revenue Bonds at BB+, Stable Outlook ---------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB+' rating on Allegheny County Industrial Development Authority, Pa.'s series 2013 charter school revenue bonds, issued on behalf of School Facilities Development Inc. (SFD) for Propel Schools - Braddock Hills. "The stable outlook reflects our view of the continued operations of the charter school for the past two years," said S&P Global Ratings credit analyst Kaiti Wang. "Despite the unresolved charter renewal with a charter term that expired on June 30, 2015 and no acknowledgement of renewal by the authorizer, this has not impeded the school's ability to operate in fiscal years 2016 and 2017, passing what we view as a critical period of risk and uncertainty regarding the school's charter standing," Ms. Wang added. S&P expects Braddock Hills to sustain its robust coverage on the bonds with modest cash levels and to continue to operate under its existing charter as it has done in the past two years. Propel is the only charter school system in the Pittsburgh region to operate more than two schools. Propel Braddock Hills is one of eight separately chartered schools currently administered by Propel Schools. The eight schools serve primarily K-8: Propel Homestead (Homestead K-8 and Andrew Street High School), McKeesport, East, Montour (K-10 in fiscal 2018), Braddock Hills (K-12), Northside, Hazelwood, and Pitcairn. PROTEA BIOSCIENCES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor affiliates that filed separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Protea Biosciences, Inc. 17-01200 1311 Pineview Drive #501 Morgantown, WV 26505 Protea Biosciences Group, Inc. 17-01201 1311 Pineview Drive #501 Morgantown, WV 26505 Business Description: Headquartered in Morgantown, West Virginia, Protea is a bioanalytics technology company that provides analytical and diagnostic solutions for the rapid and direct identification, mapping and display of the molecules present in living cells and biological samples. Protea is applying its technology to the development of a new generation of products and services that enable more rapid and comprehensive analysis of living cells and biofluids, thereby providing data that helps to define normal biological and disease processes. Protea's technologies enable the discovery and analysis of the proteins, metabolites and other biomolecules that regulate the biological functions of the human body and all other forms of life. Visit https://www.proteabio.com for more information. Chapter 11 Petition Date: December 1, 2017 Court: United States Bankruptcy Court Northern District of West Virginia (Clarksburg) Judge: Hon. Patrick M. Flatley Debtors' Counsel: Christopher Schueller, Esq. BUCHANAN INGERSOLL & ROONEY PC One Oxford Centre, 20th Floor 301 Grant Street Pittsburgh, PA 15219 Tel: 412-562-8800 Email: christopher.schueller@bipc.com Debtors' Restructuring Advisor: COMPASS ADVISORY PARTNERS, LLC Total Total Assets Liabilities --------- ---------- Protea Biosciences, Inc $5.16M $13.64M Protea Biosciences Group, Inc. $2.70M $18.20M The petition was signed by Compass Advisory Partners, LLC, chief restructuring officer. A full-text copy of Protea Biosciences, Inc.'s petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/wvnb17-01200.pdf A full-text copy of Protea Biosciences Group, Inc.'s petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/wvnb17-01201.pdf PS SYSTEMS: Taps Kutner Brinen as Legal Counsel ----------------------------------------------- PS Systems, Inc. received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Kutner Brinen, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Lee Kutner $500 Jeffrey Brinen $430 Jenny M. Fujii $340 Keri Riley $280 Law Clerk $175 Paralegal $75 Kutner Brinen holds a $26,322.5 pre-bankruptcy retainer for payment of post-petition fees and costs. The firm received the retainer from the Debtor. Jeffrey Brinen, Esq., disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey S. Brinen, Esq. Keri L. Riley, Esq. Kutner Brinen, P.C. 1660 Lincoln Street, Suite 1850 Denver, CO 80264 Telephone: (303) 832-2400 Telecopy: (303) 832-1510 Email: klr@kutnerlaw.com About PS Systems Inc. Based in Greenwood Village, Colorado, PS Systems Inc. holds several patents and cross-licensing agreements for the use of patents to develop underground reservoirs. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-20197) on November 3, 2017. Stan Peters, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. Judge Michael E. Romero presides over the case. QAS LLC: Taps DLG Law Group as Legal Counsel -------------------------------------------- QAS LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire DLG Law Group, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. Michael Davis, Esq., the attorney who will be handling the case, will charge an hourly fee of $350. DLG received a retainer in the sum of $5,000 prior to the filing of the case. Mr. Davis disclosed in a court filing that his firm does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Michael J. Davis, Esq. DLG Law Group, LLC 4100 E. Mississippi Ave., Suite 420 Denver, CO 80246 Phone: 720-361-6036 Fax: 303-758-5055 Email: mdavis@dlglaw.net About QAS LLC QAS LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-20278) on November 7, 2017. James Poage, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Elizabeth E. Brown presides over the case. QMACS INC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: QMACS, Inc dba Questcare Practice Manangement Services, Inc. 2929 North Central Expressway, Suite 300 Richardson, TX 75080 Business Description: Based in Richardson, Texas, QMACS, Inc. is a privately held corporation that provides revenue cycle management and practice management services to the healthcare industry. The company offers coding & billing, electronic health record, EMS billing & collections, consulting, and EHR training & implementation services for a variety of specialties and practice sizes. For more information visit http://qmacsmso.com Chapter 11 Petition Date: November 30, 2017 Case No.: 17-42647 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Robert T. DeMarco, Esq. DEMARCO-MITCHELL, PLLC 1255 West 15th St., 805 Plano, TX 75075 Tel: 972-578-1400 Fax: 972-346-6791 Email: robert@demarcomitchell.com Total Assets: $1.11 million Total Liabilities: $2.38 million The petition was signed by Michael D. McLean, chief financial officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb17-42647.pdf RCC CONSULTANTS: Liquidating Trustee Taps Bederson as Accountant ---------------------------------------------------------------- Timothy King, the liquidating trustee for RCC Consultants Inc., received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Bederson LLP as his accountant. The firm will assist the trustee in reviewing the Debtor's books and records; conduct financial investigations; and provide other accounting services. The firm's hourly rates are: Partners $390 - $515 Managers $320 - $325 Senior Accountants $260 Semi Sr. Accountants $220 - $225 Paraprofessionals $170 Matthew Schwartz, a certified public accountant employed with Bederson, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Bederson can be reached through: Matthew Schwartz Bederson LLP 347 Mt. Pleasant Avenue, Suite 200 West Orange, NJ 07052 Phone: 973-736-3333 Fax: 973-736-9219 About RCC Consultants RCC Consultants, Inc. is an engineering and consulting firm headquartered in Woodbridge, New Jersey. RCC Consultants, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 15-18274) on May 1, 2015, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Michael W. Hunter, president and chief executive officer. Judge Michael B. Kaplan presides over the case. Anthony Sodono, III, Esq., at Trenk, Dipasquale, Della Fera & Sodono, P.C., serves as the Debtor's bankruptcy counsel. Timothy J. King was appointed liquidating trustee for the Debtor. Fox Rothschild LLP represents the trustee as legal counsel. RICEBRAN TECHNOLOGIES: May Issue 1.7M Shares Under 2014 Plan ------------------------------------------------------------ Ricebran Technologies filed a Form S-8 registration statement with the Securities and Exchange Commission to register an additional 1,700,000 shares under the Company's 2014 Equity Incentive Plan, as amended. At the Company's annual meeting of shareholders held on June 21, 2017, the shareholders approved for issuance pursuant to the Amended Plan the shares that are being registered hereunder. A full-text copy of the prospectus is available for free at https://is.gd/YfbBsi About RiceBran Technologies Headquartered in Scottsdale, Arizona, RiceBran Technologies -- http://www.ricebrantech.com/-- is a food, animal nutrition, and specialty ingredient company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. RiceBran has proprietary and patented intellectual property that allows the Company to convert rice bran, one of the world's most underutilized food sources, into a number of highly nutritious food, animal nutrition and specialty ingredient products. RiceBran incurred a net loss attributable to common shareholders of $9.10 million in 2016 compared to a loss attributable to common shareholders of $8.3 million in 2015. As of Sept. 30, 2017, RiceBran had $32.90 million in total assets, $20.51 million in total liabilities and $12.39 million in total equity attributable to shareholders. 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 suffered recurring losses from operations resulting in an accumulated deficit of $260 million at Dec. 31, 2016. This factor among other things, raises substantial doubt about its ability to continue as a going concern. RIDESHARE PORT: Taps Leech Tishman as Legal Counsel --------------------------------------------------- Rideshare Port Management, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Leech Tishman Fuscaldo & Lampl, Inc. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in negotiation of transactions disposing property of the estate; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm received a pre-bankruptcy retainer in the sum of $38,283 from the Debtor. Sandford Frey, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Leech Tishman can be reached through: Sandford L. Frey, Esq. Leech Tishman Fuscaldo & Lampl, Inc. 633 W. Fifth Street, 48th Floor Los Angeles, CA 90071 Tel: 213-246-4970 Fax: 213-640-4002 Email: sfrey@leechtishman.com About Rideshare Port Management LLC Rideshare Port Management, LLC provides rideshare van services, including van services to passengers at the Los Angeles International Airport. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-22974) on October 23, 2017. Joea Rattan, 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 $1 million to $10 million. Judge Ernest M. Robles presides over the case. RMS TITANIC: Has Until December 14 to File Chapter 11 Plan ---------------------------------------------------------- Judge Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida has extended exclusive periods during which only RMS Titanic, Inc., and certain of its affiliates may file a plan and to solicit acceptance of said plan through and including December 14, 2017, and February 14, 2018, respectively. The Troubled Company Reporter has previously reported that the Debtors asked the Court for exclusivity extension in order to allow the Debtors and the Committees to continue their efforts to work toward a sale and plan contemplated in the Plan Support Agreement. The Debtors and the Committees have entered into the Plan Support Agreement approved by the Court by Order entered on July 6, 2017. The PSA contemplates a marketing and sale process for the Debtors to be consummated through parallel sale and plan confirmation processes. The Debtors and the Committees are each working diligently toward the sale and plan process contemplated by the PSA, which includes certain milestones related to filing a plan and disclosure statement. The Committees have agreed to extend certain milestones in the PSA in connection with the sale process and the filing of a plan and disclosure statement to allow the Debtors time to select and enter into a definitive agreement with a stalking horse bidder. To that end, both Committees have consented to the extension of exclusivity. Moreover, the Debtors said that any extension of the Debtors' exclusive periods to dates prior to December 14, 2017, and February 14, 2018, would merely waste estate resources seeking further extensions of exclusivity while the Debtors should be focusing on consummating the sale and plan contemplated in the PSA. About About RMS Titanic, Inc. Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta, Georgia, is a presenter of museum quality exhibitions throughout the world. Premier -- http://www.PremierExhibitions.com/-- develops and displays unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES. The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions lies in its ability to produce, manage, and market exhibitions. RMS Titanic and seven of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. Former Chief Financial Officer and Chief Operating Officer Michael J. Little signed the petitions. The Chapter 11 cases are assigned to Judge Paul M. Glenn. The Debtors estimated both assets and liabilities of $10 million to $50 million. The Debtors are represented by Daniel F. Blanks, Esq., and Lee D. Wedekind, III, Esq., at Nelson Mullins Riley & Scarborough LLP. The Debtors employ Brian A. Wainger, Esq., at Kaleo Legal as special litigation counsel, outside general counsel, securities counsel, and conflicts counsel; Robert W. McFarland, Esq., at McGuireWoods LLP as special litigation counsel; Steven L. Berson, Esq., at Dentons US LLP and Dentons Canada LLP as outside general counsel and securities counsel; Oscar N. Pinkas, Esq., at Dentons LLP as outside general counsel and securities counsel. The Debtors also employed Ronald L. Glass as Chief Restructuring Officer and GlassRatner Advisory & Capital Group, LLC, as financial advisors. Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016 appointed three creditors to serve on the official committee of unsecured creditors of RMS Titanic, Inc., and its affiliates. The Committee hired Avery Samet, Esq. and Jeffrey Chubak, Esq., at Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A. Heekin, Jr., Esq., at Thames Markey & Heekin, P.A., as counsel. The official committee of equity security holders of Premier Exhibitions Inc. retained Peter J. Gurfein, Esq., at Landau Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq., and Katherine C. Fackler, Esq., at Akerman LLP as Co-Counsel; and Teneo Securities LLC as financial advisor. ROOSTER ENERGY: USSIC Opposes OK of Amended Disclosure Statement ---------------------------------------------------------------- U.S. Specialty Insurance Company filed with the U.S. Bankruptcy Court for the Western District of Louisiana an objection to Rooster Petroleum, LLC and Rooster Oil & Gas, LLC's amended disclosure statement in support of their amended joint chapter 11 plan dated Nov. 15, 2017. USSIC raises the following objections: * The Rooster Amended Disclosure Statement and Amended Plan contemplate an exit facility. A financial projection attached to the disclosure statement suggests the facility will approach $12 million, but the Rooster Debtors do not disclose the source of funds or terms of the exit facility. The Rooster Debtors contemplate a plan supplement that may include more information, but at this time the Rooster Amended Disclosure Statement fails to provide adequate information. The terms and sources of the exit facility are essential for creditors to understand the implications of the plan on the Rooster Debtors' assets and their prospects for an effective reorganization. * The Rooster Debtors continue to rely on the concept of "Rooster Bonds New Agreements," when no such agreements exist and no terms clearly providing for treatment of USSIC's claim are proposed. Therefore, it is not possible for USSIC to know how its claim is being treated from the Rooster Amended Disclosure Statement. * The Rooster Debtors further rely on a new concept in the Rooster Amended Disclosure Statement of the "Morrison Agreements," which are also not disclosed. The Morrison Agreements appear to be some post-confirmation intercompany agreement, but it's impossible to discern what the Rooster Debtors propose from the Rooster Amended Disclosure Statement itself. * The Rooster Amended Disclosure Statement and Amended Plan introduce a new concept of "Rooster Non-Vesting Assets," which will only be identified in some looming plan supplement. The Rooster Debtors should disclose these assets at this time because that list of assets could greatly affect the administrative liabilities of the estate and relate directly to their ability to comply with decommissioning and other environmental obligations. For these reasons, USSIC prays the Court sustain these objections and grant such other and further relief as may be just and proper. A full-text copy of USSIC's Objection is available for free at: http://bankrupt.com/misc/lawb17-50705-569.pdf Counsel for U.S. Specialty Insurance Company: Bradley C. Knapp (La Bar No. 35867) LOCKE LORD, LLP 601 Poydras Street, Suite 2660 New Orleans, Louisiana 70130 Telephone: (504) 558-5210 : (504) 910-6847 rkuebel@lockelord.com bknapp@lockelord.com -and- Philip G. Eisenberg (La Bar No. 14250) LOCKE LORD, LLP 2800 JP Morgan Chase Tower 600 Travis Street Houston, Texas 77002 Telephone: (713) 226-1200 Facsimile: (713) 223-3717 Email: peisenberg@lockelord.com 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. SANDRIDGE ENERGY: D. Hefner Settlement Claims Moot, 10th Cir. Rules ------------------------------------------------------------------- In the case captioned SANDRIDGE ENERGY, INC. SHAREHOLDER DERIVATIVE LITIGATION, PAUL ELLIOT, on behalf of the Paul Elliot IRA R/O, derivatively on behalf of Sandridge Energy, Inc.; LISA EZELL, derivatively on behalf of SandRidge Energy, Inc., Plaintiffs-Appellees, v. TOM L. WARD; JIM J. BREWER; EVERETT R. DOBSON; WILLIAM A. GILLILAND; DANIEL W. JORDAN; ROY T. OLIVER, JR.; JEFFREY S. SEROTA; SPECIAL LITIGATION COMMITTEE OF SANDRIDGE'S BOARD OF DIRECTORS, Defendants-Appellees, and SANDRIDGE ENERGY, INC., Nominal Defendant-Appellee, and TLW LAND & CATTLE, L.P.; WCT RESOURCES, L.L.C.; 192 INVESTMENTS, L.L.C., Defendants. DALE HEFNER, Objector-Appellant, No. 16-6014 (10th Cir.), Hefner appeals from the district court's denial of his motion for settlement-related discovery, approval of the settlement agreement, and order regarding attorneys' fees. The U.S. Court of Appeals affirms the district court's decision. This case concerns the settlement agreement and attorneys' fees related to two separate shareholder derivative suits on behalf of SandRidge Energy Inc. against its directors. The first of those actions was filed in federal district court in January 2013. The federal derivative suit alleged self-dealing, usurpation of corporate opportunities, and misappropriation by Tom Ward, SandRidge's founding CEO, and entities affiliated with him. It also claimed that certain Sandridge officers and directors were complicit and breached their fiduciary duties. The second derivative suit was filed in Oklahoma state court in January 2013 by Mr. Hefner. The director-defendants moved the state court to stay the action pending a resolution in the federal case, or in the alternative to dismiss the suit entirely. Mr. Hefner objected, and the state court stayed the action but denied the motion to dismiss. After further briefing and a renewed motion to dismiss, the state court again denied the motion. In November 2014, the state court entered a stipulated and agreed to order granting SandRidge's motion to stay. Mr. Hefner contends that the district court erred in exercising subject-matter jurisdiction over the federal derivative litigation because the underlying parties had not proven diversity of citizenship. According to Mr. Hefner, "Plaintiffs had to establish . . . that not only are the entities members' citizenship diverse from that of Plaintiffs, but that their members' members, such as trustees, limited partners, and beneficiaries, are also diverse." The initial disclosure statements did not say what states these entities are citizens of, nor did they declare who the members' members are or of what states those members are citizens. Accordingly, the Court requested Plaintiffs to provide this additional information. It shows the citizenship of each of the defendant parties. The Ward entities, based on the citizenship of their members, are citizens of Oklahoma. Thus, diversity jurisdiction is proper under 28 U.S.C. section 1332. Sandridge argues that Mr. Hefner no longer has standing to bring a claim because the claim has been mooted by subsequent events. The Court agrees that Mr. Hefner's claims have been mooted except his claim for attorneys' fees. According to SandRidge, the appeal is moot not only because Mr. Hefner himself no longer has standing to pursue a derivative action or objection but because no one else has standing to pursue such a claim either. Thus, "[i]f Mr. Hefner were somehow to prevail on this appeal, the settlement would be unwound and the case would be remanded, but after remand there would be no derivative plaintiffs with standing to litigate the suit and all of the claims against the prepetition directors and officers have been released and discharged in the bankruptcy." It would, therefore, be impossible for the district court to grant the relief that Mr. Hefner requests. If Mr. Hefner were to succeed in showing that the district court abused its discretion in approving the settlement, this court could reverse the settlement judgment and remand for further action. On remand, the district court would then have to dismiss the derivative suit entirely because none of the plaintiffs have standing to pursue it -- all their shares have been cancelled, and all their claims have become property of reorganized SandRidge. Thus, the relief initially requested -- a settlement that is more favorable to pre-petition SandRidge -- is impossible to grant, and Mr. Hefner's revised request of a declaration that the district court erred would be nothing more than "the satisfaction of a declaration that a person was wronged." A full-text copy of the Tenth Circuit's Decision dated Nov. 17, 2017, is available at https://is.gd/AKt3nC from Leagle.com. George C. Aguilar, Robbins Arroyo LLP (Jay N. Razzouk, Robbins Arroyo, LLP, San Diego, California, and Charles F. Alden, III -- charliealden@hudsonandalden -- Oklahoma City, Oklahoma, with him on the briefs), for Objector-Appellant. Mark E. McKane -- mark.mckane@kirkland.com -- Kirkland & Ellis, LLP, San Francisco, California, and Reggie N. Whitten, Whitten Burrage, Oklahoma City, Oklahoma (Michael Burrage -- mburrage@whittenburragelaw.com -- and Randa K. Reeves, Whitten Burrage, Oklahoma City, Oklahoma, Robert N. Kaplan -- rkaplan@kaplanfox.com -- and Jeffrey P. Campisi -- jcampisi@kaplanfox.com --of Kaplan, Fox & Kilsheimer, LLP, New York, New York, with them on the brief), for Plaintiffs-Appellees. Thomas B. Snyder -- thomas.snyder@crowedunlevy.com -- Crowe & Dunlevy, Oklahoma City, Oklahoma, Mark P. Gimbel -- mgimbel@cov.com -- and C. William Phillips -- cphillips@cov.com -- of Covington & Burling, LLP, New York, New York, for Independent Directors. About SandRidge Energy, Inc. SandRidge Energy, Inc. -- http://www.sandridgeenergy.com/-- 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. SandRidge Energy, Inc. and 24 of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-32488) on May 16, 2016. The petitions were signed by Julian M. Bott as chief financial officer. The Debtors have hired Kirkland & Ellis LLP as general bankruptcy counsel, Zack A. Clement PLLC as local counsel, Houlihan Lokey Capital, Inc. as financial advisor, Alvarez & Marsal Holdings, LLC, as restructuring advisor and Prime Clerk LLC as claims and noticing agent. The cases are assigned to Judge David R Jones. The Office of the U.S. Trustee has appointed five creditors of SandRidge Energy, Inc., to serve on the official committee of unsecured creditors. The Official Committee is represented by Charles R. Gibbs, Esq., Daniel H. Golden, Esq., Abid Qureshi, Esq., and Brad M. Kahn, Esq., at Akin Gump Strauss Hauer & Feld LLP. An Ad Hoc Committee of Shareholders is represented by Susan C. Mathews, Esq., Lori Ann Hood, Esq., and Sunil "Neil" Gupta, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz. Counsel to the First Lien Credit Agreement Agent are Andrew V. Tenzer, Esq., Leslie A. Plaskon, Esq., and Michael Comerford, Esq., at Paul Hastings LLP. Counsel to the Ad Hoc Group of Consenting Unsecured Creditors are Joseph H. Smolinsky, Esq., and Daniel N. Griffiths, Esq., at Weil Gotshal & Manges LLP. Counsel to the Ad Hoc Group of Consenting Second Lien Creditors are Damian S. Schaible, Esq., and Eli V. Vonnegut, Esq., at Davis Polk & Wardwell, LLP. * * * SandRidge Energy on Oct. 4, 2016, disclosed that it has emerged from Chapter 11, having satisfied all the necessary provisions of its Plan of Reorganization. SandRidge also received approval to relist on the New York Stock Exchange in conjunction with its emergence and resumed trading of newly issued common stock on October 4, 2016, under the ticker symbol "SD". The Bankruptcy Court on Sept. 9, 2016, entered an order confirming the Joint Chapter 11 Plan of Reorganization, which will eliminate $3.7 billion in pre-petition funded indebtedness. SBRS INC: Wants Access to Cash Collateral Through May 30 -------------------------------------------------------- SBRS, Inc., seeks authorization from the U.S. Bankruptcy Court for the Central District of California to use cash collateral for a period through May 30, 2018. A hearing on the Debtor's request is scheduled for Jan. 3, 2018, at 9:30 a.m. The Debtor proposes to grant the secured creditor a replacement lien in the Debtor's post-petition cash and accounts receivable and the proceeds thereof, to the same extent, validity, and priority as any lien held by the secured creditor as of the Petition Date, to the extent cash collateral is used by the Debtor. The Debtor says that it is seeking for court permission to use cash and cash equivalents on hand and hereafter generated due to the nature of the Debtor's business. The Debtor's business must provide its tenants with the highest quality of service on a continuous basis. Failure to do so will result in irreparable damage to reputation, revenues and asset values. The Debtor's property at 3442 Malaga Court, Calabasas, California 91302, is its primary income asset. According to the Debtor, the asset is well managed and generating positive cash flow. The Debtor also notes that its recent operating results and future projections indicate that this trend will continue and improve over the next year, providing ample adequate protection to the secured creditors' interests. The Debtor tells the Court that on Nov. 21, 2017, a broker opinion of value was issued in the approximate amount of $1.35 million. Bank of America holds the first mortgage in the scheduled amount of $1.35 million. JP Morgan Chase Bank holds the second mortgage in the scheduled amount of $226,898. Royale Westminster Properties, Inc., holds a third position lien in the scheduled amount of $185,000. The Calabasas Park Homeowners Association holds a fourth position lien in the scheduled amount of $1,200. SBRS says additional adequate protection will include these provisions in the court order approving the use of cash collateral: 1. the Secured Creditors will receive a replacement lien against postpetition cash, accounts, receivables and inventory, and the proceeds of each of the foregoing, to the same extent and priority as any duly perfected and unavoidable liens in cash collateral held by such secured creditor as of the Petition Date, limited to the amount of any cash collateral of such secured creditor as of the Petition Date, to the extent that any cash collateral of secured creditor is actually used by the Debtor. However, the lien will not reach new assets generated from services, like collections from personal training sessions, except to the extent of the value of the member related dues paid in the generation of these services; and 2. the Debtor will provide to the Secured Creditors all interim statements and operating reports required to be submitted to the Office of the U.S. Trustee, and monthly cash flow reports, broken down by the expense line items contained in the budget, within l5 days after the end of each monthly period after the Petition Date. The Debtor contends that those provisions, coupled with the value that will be preserved and generated through the continued operation of the Debtor's business, will provide the Secured Creditors all the protection required under 11 U.S.C. Section 363. A copy of the Debtor's request is available at: http://bankrupt.com/misc/cacb17-13063-14.pdf Headquartered in Santa Ana, California, SBRS, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 15-10657) on Feb. 10, 2015, listing $1.81 million in total assets and $1.83 million in total liabilities. The petition was signed by Fred Erami, its president. Judge Maureen Tighe presides over the case. The law offices of Michael Jay Berger serves as the Debtor's bankruptcy counsel. SCIENTIFIC GAMES: Stockholders OK Change of State of Incorporation ------------------------------------------------------------------ Scientific Games Corporation held a special meeting of stockholders on Nov. 27, 2017, at which the stockholders adopted the Agreement and Plan of Merger dated as of Sept. 18, 2017, between the Company and SG Nevada Merger Company, a Nevada corporation and a wholly owned subsidiary of the Company, providing for the merger of the Company with and into SG Nevada Merger Company with SG Nevada Merger Company surviving the merger, for the sole purpose of changing the Company's state of incorporation from Delaware to Nevada, including to approve the Charter and Bylaws of the surviving corporation. At the close of business on Oct. 17, 2017, the record date for the special meeting, there were 89,636,895 shares of Class A Common Stock, par value $0.01 per share, of the Company, outstanding and entitled to vote. At the special meeting 77,127,562 shares of Company Common Stock, or approximately 86% of the eligible voting shares, were represented either in person or by proxy. About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ: SGMS) -- http://www.scientificgames.com/-- is a developer of technology-based gaming systems, table games, table products and instant games and a leader in products, services and content for gaming, lottery and interactive gaming markets. Scientific Games delivers what customers and players value most: trusted security, creative content, operating efficiencies and innovative technology. Today, the Company offers customers a fully integrated portfolio of technology platforms, robust systems, engaging content and unrivaled professional services. Scientific Games reported a net loss of $353.7 million in 2016, a net loss of $1.39 billion in 2015 and a net loss of $234.3 million in 2014. Scientific Games had $7.06 billion in total assets, $9.03 billion in total liabilities and a $1.97 billion total stockholders' deficit. * * * As reported by the TCR on Oct. 4, 2017, Moody's Investors Service confirmed Scientific Games Corporation's ("SGC") 'B2' Corporate Family Rating and 'B2-PD' Probability of Default Rating. The confirmation of the 'B2' Corporate Family Rating reflects Moody's expectations that the proposed transaction, although primarily debt funded, does not materially change Moody's expectation for continued reduction in leverage from current levels, which is key to the company maintaining its existing rating. In July 2017, S&P Global Ratings affirmed its ratings on Scientific Games, including its 'B' corporate credit rating. The outlook is stable. "The affirmation of our 'B' corporate credit rating reflects our expectation for adjusted EBITDA coverage of interest to remain around 2x through 2018 and for the company to prioritize the use of free cash flow for debt repayment, which we believe partially mitigates currently high leverage. We are forecasting adjusted debt to EBITDA to be in the low- to mid-7x area in 2017 and around 7x in 2018, given our forecast for only modest EBITDA growth and debt reduction." SEARS HOLDINGS: Cuts Net Loss to $558 Million in Third Quarter -------------------------------------------------------------- Sears Holdings Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to Holdings' shareholders of $558 million on $3.66 billion of total revenues for the 13 weeks ended Oct. 28, 2017, compared to a net loss attributable to Holdings' shareholders of $748 million on $5.02 billion of total revenues for the 13 weeks ended oct. 29, 2016. Adjusted EBITDA improved $100 million to $(275) million in the third quarter of 2017, from $(375) million in the prior year third quarter. This marks the second consecutive quarter of at least $100 million improvement in Adjusted EBITDA as the restructuring actions taken in the first three quarters of 2017 have resulted in meaningful year-over-year improvement in the Company's performance. For the 39 weeks ended Oct. 28, 2017, the Company reported a net loss attributable to Holdings' shareholders of $565 million on $12.32 billion of total revenues compared to a net loss attributable to Holdings' shareholders of $1.61 billion on $16.08 billion of total revenues for the 39 weeks ended Oct. 29, 2016. As of Oct. 28, 2017, Sears Holdings had $8.19 billion in total assets, $12.20 billion in total liabilities and a total deficit of $4 billion. Revenues were negatively impacted by reductions in the number of pharmacies in open Kmart stores, as well as the reduction in consumer electronics assortments in both its Kmart and Sears stores. Total comparable store sales declined 15.3% during the quarter. Kmart comparable store sales decreased 13.0%, while Sears comparable store sales declined 17.0%. Edward S. Lampert, chairman and chief executive officer of Holdings, said, "In the third quarter, we continued to narrow our losses and delivered another quarter of Adjusted EBITDA improvement of at least $100 million. With the challenging retail landscape continuing to pressure sales, the improvement in Adjusted EBITDA is reflective of the success of the strategic priorities we outlined earlier this year to streamline our operations, reduce inventory and minimize operating expenses, as well as our commitment to our goal of restoring positive Adjusted EBITDA in 2018. Our Shop Your Way membership program and Integrated Retail Strategy remain a key focus for us in order to meet the needs of our members and provide our members with the best experience possible throughout the holiday shopping season." As we look ahead to the fourth quarter and beyond with a focus on continued improved performance, we intend to: * Continue to develop new ways to leverage the Shop Your Way platform in order to invest marketing dollars at the member level to optimize returns and improve comparable store sales trends and associated profitability; * Diversify revenue streams through third party partnerships in several of our businesses including Sears Home Services, Innovel, Kenmore and DieHard; * Further build on the momentum around our dedicated concept stores similar to the recently opened Sears Appliances and Mattress stores in Camp Hill, Pennsylvania and Honolulu, Hawaii; and * Maintain extreme cost discipline focus in light of continued headwinds across the retail sector." Rob Riecker, chief financial officer of Holdings, said, "The recently announced agreement with the Pension Benefit Guaranty Corporation requires an initial upfront payment to the pension plans which will be secured by 138 properties released to the Company. Once complete, the estimated contributions of $550 million to the pension plans in 2018 and 2019 is eliminated (with the exception of a $20 million payment in July of 2018). Additionally we will be taking action in the near term with respect to certain upcoming debt maturities to provide the Company with further financial flexibility and enhanced liquidity." As a result of the Seritage and JV transactions, Adjusted EBITDA for the third quarter of 2017 and 2016 included additional rent expense of approximately $40 million and $48 million, respectively. Due to the structure of the leases, the Company expects that its cash rent obligations to Seritage and the joint venture partners will decline, over time, as space in these stores is recaptured. From the inception of the Seritage transaction to date, the Company has received recapture notices on 38 properties and also exercised its right to terminate the lease on 56 properties. A full-text copy of the Form 10-Q is available for free at: https://is.gd/VrhlCz About Sears Holdings Based in Hoffman Estates, Illinois, Sears Holdings Corporation (NASDAQ: SHLD) is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve its members. Sears Holdings is home to Shop Your Way, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com. Sears Holdings reported a net loss of $2.22 billion on $22.13 billion of revenues for the fiscal year 2016, compared to a net loss of $1.12 billion on $25.14 billion of revenues for the fiscal year 2015. * * * In January 2017, Fitch Ratings affirmed the Long-term Issuer Default Ratings (IDR) on Sears Holdings and its various subsidiary entities (collectively, Sears) at 'CC'. As reported by the TCR on Nov. 3, 2017, S&P Global Ratings lowered its corporate credit rating on Sears Holdings Corp. to 'CCC' from 'CCC+'. The outlook is negative. "The downgrade reflects our view that addressing 2018 maturities over upcoming quarters will determine if the company can continue its turnaround plan without seeking a broader restructuring," S&P said. In November 2017, Moody's Investors Service downgraded Sears Holdings Corp.'s Corporate Family Rating to Caa3 from Caa2. Sears' Caa3 rating reflects the company's sizable operating losses - Domestic Adjusted EBITDA (as defined by Sears) was an estimated loss of approximately $625 million for the LTM period ending Oct. 28, 2017. SHIBATA FLORAL: Taps Cothran & Johnson as Accountant ---------------------------------------------------- Shibata Floral Company seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Cothran & Johnson as its accountant. Cothran & Johnson will assist the Debtor in the preparation of its monthly operating reports, bankruptcy schedules and other documents. If needed, the firm will prepare the Debtor's federal and California corporate income tax returns for 2017 and quarterly sales tax returns. The firm's hourly rates range from $50 to $255. Cothran & Johnson does not represent any interest adverse to the Debtor's estate, according to court filings. The firm maintains an office at: Cothran & Johnson 710 S. Broadway, Suite 250 Walnut Creek, CA 94596-5234 Phone: (925) 939-9292 About Shibata Floral Company Based in San Francisco, California, Shibata Floral Company is a wholesale floral and floral supply distributor servicing the West Coast since 1921. It started as a rose grower and expanded into carnation growing, chrysanthemum propagation and floral supplies. The Debtor has now evolved into a multifaceted distribution business offering thousands of floral related products from all over the world through its locations in the San Francisco, Los Angeles and Portland flower markets. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 17-31143) on November 13, 2017. Eric L. Shibata, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Dennis Montali presides over the case. SHIBATA FLORAL: Taps Kornfield as Legal Counsel ----------------------------------------------- Shibata Floral Company seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Kornfield, Nyberg, Bendes, Kuhner & Little, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Eric Nyberg Attorney $425 Charles Bendes Attorney $390 Chris Kuhner Attorney $385 Sarah Little Attorney $375 Nancy Nyberg Bookkeeping/Accounting $80 As of the petition date, Kornfield holds a pre-bankruptcy retainer in the sum of $16,876.12. Kornfield does not represent any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Chris D. Kuhner, Esq. Kornfield, Nyberg, Bendes, Kuhner & Little, P.C. 1970 Broadway, Suite 225 Oakland, CA 94612 Tel: (510) 763-1000 Fax: (510) 273-8669 Email: c.kuhner@kornfieldlaw.com About Shibata Floral Company Based in San Francisco, California, Shibata Floral Company is a wholesale floral and floral supply distributor servicing the West Coast since 1921. It started as a rose grower and expanded into carnation growing, chrysanthemum propagation and floral supplies. Shibata has now evolved into a multifaceted distribution business offering thousands of floral related products from all over the world through its locations in the San Francisco, Los Angeles and Portland flower markets. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 17-31143) on November 13, 2017. Eric L. Shibata, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Dennis Montali presides over the case. SPANISH BROADCASTING: Asks Preferred Investors to Reveal Identities ------------------------------------------------------------------- Spanish Broadcasting System, Inc. notified the holders of the Company's 10 3/4% Series B Cumulative Exchangeable Redeemable Preferred Stock that the Company had suspended all of their rights, effective Nov. 28, 2017, as holders of the Series B Preferred Shares, other than their right to transfer those shares to a citizen of the United States due to the potential violation of Section 310 of the Communications Act of 1934, as amended, and the Company's Third Amended and Restated Certificate of Incorporation resulting from the current ownership of a majority of its outstanding Series B Preferred Shares by non-U.S. entities. The Company took this action in order to safeguard the Company's most important assets, its Federal Communications Commission broadcast licenses, which would otherwise potentially be at risk if the Company failed to take appropriate measures to remain in compliance with the Act, according to a Form 8-K report filed with the Securities and Exchange Commission. Specifically, in the Company's letter to the holders of the Series B Preferred Shares, the Company stated the following: * On Nov. 2, 2017, a complaint was filed against the Company in the Court of Chancery for the State of Delaware by certain holders of the Series B Preferred Shares purporting to represent, in the aggregate, approximately 94.16% of the outstanding Series B Preferred Shares. The Company further noted that if the allegations set forth in the Complaint are correct, which it did not concede, and the collective ownership of the outstanding Series B Preferred Shares by non-U.S. entities exceeds 63 percent of the outstanding Series B Preferred Shares as reflected therein, then non-U.S. entities would own well in excess of 25 percent of the equity of the Company in violation of Section 310(b)(4) of the Act. In addition, the Company stated that the current ownership of the Series B Preferred Shares appears to violate the foreign ownership restrictions set forth in the Certificate of Incorporation. Article X of the Certificate of Incorporation contains provisions governing foreign ownership of the capital stock of the Company and compliance with Section 310 of the Act. Those provisions of the Certificate of Incorporation restrict foreign ownership in the Company to not more than 25% of the aggregate number of shares of the Company's capital stock outstanding in any class or series entitled to vote on any matter. * Therefore, given the new information that was recently disclosed to the Company in the Complaint regarding the ownership of a majority of the Series B Preferred Shares by non-U.S. entities, the Company was required to take immediate remedial action in order to ensure that any violations of the Act and its Certificate of Incorporation resulting from such ownership of its Series B Preferred Shares do not adversely affect its FCC broadcast licenses and ability to continue its business operations. Accordingly, consistent with its obligations and authority provided to the Company under the Act and by Article X of the Certificate of Incorporation, the Company notified holders that it was suspending all rights, effective immediately, of the holders of the Series B Preferred Shares, other than their right to transfer their shares to a citizen of the United States. The Company added that such suspension of rights will remain in place with respect to each holder of its Series B Preferred Shares until the Company has concluded that (1) the shares of such holder should be treated as not owned by aliens or their representatives, as these terms are used under the Act, or (2) the ownership by the holders of the Series B Preferred Shares (including the ownership of any shares by non-U.S. entities) complies with the requirements of the Act and the Certificate of Incorporation. * The Company stated that, consistent with the requirements of the Certificate of Incorporation, Series B Preferred Shares shall hereafter be represented by "Foreign Share Certificates," subject to the terms and provisions contained in the Certificate of Incorporation that are applicable to those shares, unless and until the Company subsequently determines that such shares are held by U.S. entities and are properly represented by "Domestic Share Certificates" (as provided in the Certificate of Incorporation), if applicable. The Company also reserved its right to declare any transfer of Series B Preferred Shares made in violation of its Certificate of Incorporation or the Act to be ineffective and thereby void in accordance with the provisions of its Certificate of Incorporation. * The Company further stated that, in order for the Company to properly determine whether to withdraw the suspension of rights or to take additional remedial actions with respect to the Series B Preferred Shares, it is directing each of the holders of such shares to provide, by no later than 12 noon EST on Dec. 4, 2017, a certification regarding the identity, address, number of Series B Preferred Shares owned and citizenship or place of incorporation of such holder and, if the holder is an entity, information sufficient to demonstrate that the entity is not considered to be an alien or a representative of an alien, as these terms are used under the Act. * The Company notified holders that it reserves the right to request any additional information and supporting documentation as necessary or appropriate in order for it to complete its review and analysis of the current ownership of its Series B Preferred Shares, and to confirm compliance with the provisions of Article X of its Certificate of Incorporation and applicable law, including Section 310 of the Act. The Company has also reserved all rights, in law and in equity, in the event of any refusal by a holder of Series B Preferred Shares to provide the requested information and certification. Simultaneously with the letter to holders of the Series B Preferred Shares, the Company has notified the FCC of the remedial actions taken by it as described in that letter. A copy of the letter to the holders of the Company's Series B Preferred Shares is available for free at https://is.gd/Wy7PNG About Spanish Broadcasting Based in Miami, Florida, Spanish Broadcasting System, Inc. (OTCMKTS:SBSAA) -- http://www.spanishbroadcasting.com/-- is a Spanish-language media and entertainment company with radio and/or television stations in the top U.S. Hispanic markets, including Puerto Rico. The Company's owned and operated radio stations serve markets representing approximately 35% of the U.S. Hispanic population, and its television operations serve markets representing over 3.5 million Hispanic households. The Company produces and distributes Spanish-language content, including radio programs, television shows, music and live entertainment through its radio stations and its television group, MegaTV, which produces over 70 hours of original programming per week. MegaTV broadcasts via its owned and operated stations in South Florida, Houston, and Puerto Rico and through programming and/or distribution agreements with other stations, as well as various cable and satellite providers. Crowe Horwath LLP, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the 12.5% Senior Secured Notes had a maturity date of April 15, 2017. Cash from operations or the sale of assets was not sufficient to repay the notes and other short term obligations when they became due, which resulted in significant liquidity requirements on the Company that raise substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2017, Spanish Broadcasting had $434.45 million in total assets, $563.69 million in total liabilities and a total stockholders' deficit of $129.23 million. Spanish Broadcasting reported a net loss of $16.34 million for the year ended Dec. 31, 2016, compared with a net loss of $26.95 million in 2015. * * * In May 2017, S&P Global Ratings withdrew its 'D' corporate credit rating and issue-level ratings on Spanish Broadcasting System. "We withdrew the ratings because we were unlikely to raise them from 'D', based on SBS' ongoing plans to restructure its debt," said S&P Global Ratings' credit analyst Scott Zari. S&P had downgraded SBS to 'D' on April 21, 2017, following the company's announcement that it didn't repay its $275 million 12.5% senior secured notes that were due April 15, 2017. In April 2017, Moody's Investors Service downgraded SBS's corporate family rating to 'Ca' from 'Caa2'. SBS's 'Ca' corporate family rating reflects an elevated expected loss rate following the recently announced default under the company's 12.5% senior secured notes due April 2017. STEMTECH INTERNATIONAL: Wants Exclusivity Period Moved to Jan. 28 ----------------------------------------------------------------- Stemtech International, Inc. requests the U.S. Bankruptcy Court for the Southern District of Florida for a 60-day extension of the exclusive periods within which only the Debtor may file a plan of reorganization and to solicit affirmative votes from impaired classes of claims or interests, through January 28, 2018 and March 30, 2018, respectively. Without the requested extension, the Exclusive Periods are scheduled to expire on November 29, 2017 and January 29, 2018, respectively, in accordance with a previous Extension Order. Given the fact that the Debtor is a holding company for several operating subsidiaries, the Debtor asserts that more time is needed within which to explore alternatives, including, without limitation, the formulation and filing of a plan of reorganization. The Debtor claims that, together with its representatives, it has engaged in cost cutting measures in an effort to improve profitability, which includes, but not limited to, closing approximately 13 unprofitable subsidiaries, headcount reductions and negotiations with the Debtor's landlord to modify the Debtor's leasehold interest. Stemtech contends that all throughout this Case, the Debtor and its representatives have endeavored to fully cooperate with the representatives of the Official Committee of Unsecured Creditors and Opus Bank. They have originally participated in weekly calls with Opus Bank and have responded to a vast array of information requests from the Committee as well as numerous follow-up requests for information and other questions. Said information requests have related to the Debtor and the Debtor's direct and indirect subsidiaries. As a result of the Parties' efforts, the Debtor avers that there has been no formal discovery conducted in this Case. Thus, the Parties have avoided time consuming and costly discovery. Additionally, the Debtor and its representatives have met with counsel for the Committee -- and the parties' respective financial advisors have met -- in an effort to respond to any additional questions raised by the Committee. The Debtor has also provided the counsel of the Committee with plan projections and estimated claims and distributions, and subsequently, revised plan projections and estimated distributions. The Debtor asserts that it is not seeking to use exclusivity to pressure creditors into accepting a plan they find unacceptable or as a delay tactic, but rather, the Debtor legitimately requires additional time to explore restructuring alternatives. About Stemtech International Stemtech International, Inc., is a holding company with assets comprising intellectual property, a leasehold interest, and direct and indirect equity interests in several subsidiaries operating both domestically and internationally. It filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-11380) on Feb. 2, 2017, estimating $1 million to $10 million in assets and liabilities. The petition was signed by Ray C. Carter, its chief executive officer. The Hon. Raymond B. Ray presides over the case. The Debtor tapped Seese, P.A., as counsel; and GlassRatner Advisory & Capital Group, LLC, as its financial advisor. Guy Gebhardt, acting U.S. Trustee for Region 21, on Feb. 22, 2017, appointed three creditors of Stemtech International, Inc., to serve on the official committee of unsecured creditors. The committee members are (1) Wilhelm Keller; (2) Greg Newman; and (3) Andrew P. Leonard. The Committee retained Paul Steven Singerman, Esq., at Berger Singerman LLP as counsel. SUNDIAL GROUP: Moody's Puts B3 CFR Under Review for Upgrade ----------------------------------------------------------- Moody's Investors Service placed the ratings for Sundial Group Holdings LLC, including the B3 Corporate Family Rating, under review for upgrade. This follows the announcement that the company is being acquired by Unilever N.V. (A1 stable) for an undisclosed amount. The acquisition is expected to close in early 2018 subject to applicable regulatory approvals and customary closing conditions. Moody's will withdraw the ratings for Sundial if its debt is repaid in connection with the acquisition. If for some reason the transaction does not close as anticipated, Sundial's ratings will be re-evaluated at that time. Ratings at Sundial Group Holdings LLC placed under review for upgrade: B3 Corporate Family Rating; B3-PD Probability of Default Rating; $35 million first lien senior secured revolving credit facility due 2022 rated B3 (LGD3); $280 million principal first lien senior secured term loan due 2024 rated B3 (LGD3); and The outlook has been changed to rating under review. RATINGS RATIONALE Setting aside the potential acquisition by Unilever, Sundial's B3 Corporate Family Rating ("CFR") reflects the its high financial leverage, small absolute size, and narrow product focus. Following Sundial's dividend recapitalization in July, credit metrics are very weak -- particularly for a company with Sundial's business risk. Moody's views Sundial's recent large cash dividend at a time of continued rapid growth to represent a very aggressive financial policy. The rating also reflects Sundial's limited operating history at current sales levels, an evolving business strategy, concentration in a niche sub-segment of the skin and hair care categories, and weak free cash flow. While Sundial's revenue growth has been very strong in recent years, Moody's believe that this is largely a function of the early stage of the company's lifecycle. Moody's expects growth to slow as the company matures. Sundial's revenues and earnings are vulnerable to changing customer preferences and competition -- in particular from much larger, better capitalized players in the personal care category. The rating is supported by Sundial's strong market position in the modest-sized but growing niche skin care and multicultural hair care categories. The rating is also supported by an increasing retail distribution footprint, solid knowledge of target end markets, and a consistent pipeline of new product innovation. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Sundial Group Holdings, LLC, based in Amityville, NY, is a manufacturer of natural personal care products including lotions, washes, soaps, haircare and baby products. The company's two primary brands include SheaMoisture and Nubian Heritage. Its products focus on serving a multicultural demographic within the personal care category. Sundial generates annual revenues of roughly $240 million. The company is majority owned by the Dennis family, with Bain Capital owning a 49% minority interest. TERRAVIA HOLDINGS: Wants to Keep Plan Exclusivity Until Feb. 28 --------------------------------------------------------------- TerraVia Holdings, Inc. (formerly known as Solazyme, Inc.) and certain of its subsidiaries request the U.S. Bankruptcy Court for the District of Delaware for a 90-day extension of the exclusive periods to file a chapter 11 plan through February 28, 2018, and to solicit votes on the plan through April 30, 2018. A hearing on the Debtors' request is set for January 8, 2018, at 1:00 p.m. Objections are required to be filed and served no later than December 13, 2017. Following the consummation of the sale transactions on September 26 and 28, 2017, the Debtors seek to wind down these Chapter 11 Cases through a plan confirmation process. The Debtors assert that closing the Sales require the focused effort of their workforce and professionals. On October 31, 2017, the Debtors filed the Combined Disclosure Statement and Chapter 11 Plan of Liquidation Proposed by the Debtors. Since the closing date, the Debtors have devoted significant time and effort to assisting with the transition of the assets to the purchasers in as seamless a manner as possible. The Debtors have also taken numerous other steps to conclude these Chapter 11 Cases, including, but not limited, (a) establishing a bar date for filing proofs of claim and (b) rejecting the non-residential real property lease of their headquarters. Most significantly, the Debtors recently obtained interim approval from the Court of its Combined Disclosure Statement and Plan for solicitation purposes only. The Court has scheduled a hearing to consider confirmation of the Combined Disclosure Statement and Plan for January 8, 2018. The Debtors, however, require additional time to pursue confirmation of the Combined Disclosure Statement and Plan (beyond the 60 days currently afforded under the initial Exclusive Solicitation Period) and to address any unforeseen delays experienced in connection with such efforts. The Debtors claim that the requested extensions will give them full and fair opportunity to complete their solicitation and confirmation process without the distraction, cost and delay of a competing plan process. About TerraVia Headquartered in South San Francisco, California, TerraVia Holdings, Inc. (NASDAQ:TVIA) -- http://www.terravia.com/-- is a plant-based food, nutrition and specialty ingredients company that harnesses the power of algae, the mother of all plants and earth's original superfood. TerraVia also manufactures a range of specialty personal care ingredients for key strategic partners. On Aug. 2, 2017, TerraVia Holdings, Inc., and its wholly-owned U.S. subsidiaries filed voluntary petitions under chapter 11 of title 11 of the United States Code (Bankr. D. Del. Lead Case No. 17-11655). The subsidiary debtors in the Chapter 11 cases are Solazyme Brazil LLC and Solazyme Manufacturing 1, LLC. The Debtors sought bankruptcy protection after reaching a deal to sell the assets to Corbion N.V. for $20 million in cash plus the assumption of liabilities. The Debtors hired Davis Polk & Wardwell LLP as their lead counsel and Richards, Layton & Finger, P.A., as co-counsel. Kurtzman Carson Consultants LLC is the Debtors' claims agent. No official committee of unsecured creditors has been appointed in the Chapter 11 case. TRAVELLER'S REST: December 21 Plan Confirmation Hearing ------------------------------------------------------- Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern District of Virginia approves the Traveller's Rest, LLC's Amended Disclosure Statement. The Court will hold a hearing on confirmation of the Debtor's Chapter 11 Plan on December 21, 2017 at 9:30 a.m. Any objections to the confirmation of the Debtor's Chapter 11 Plan must be filed by December 14, 2017. The Court has also established these schedules and deadlines: (a) Ballots must be returned to Counsel for the Debtor by December 14. (b) Counsel for the Debtor must file a Summary of Ballots by December 20. (c) Exhibits and Witness Lists must be exchanged by December 18. (d) Objections, if any, must be filed by December 20, otherwise the exhibits will stand as admitted into evidence. (e) Confirmation hearing Experts must be disclosed by December 6. (f) Experts must be available for depositions the week of December 11. Counsel for Virginia Rail, LC and Marwill Capital, LC: Stephen K. Gallagher, Esq. 8010 Towers Crescent Drive, Suite 300 Tysons Corner, VA 22182 Counsel for U.S. Trustee Jack Frankel, Esq. 115 South Union Street, Suite 210 Alexandria, VA 22314 About Traveller's Rest LLC Based in Middleburg, Virginia, Traveller's Rest, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 17-12061) on June 15, 2017. The petition was signed by Thomas Nelson Gunnell, managing member of TR Management, LLC. TRM is the manager of Traveller's Rest. At the time of the filing, the Debtor disclosed that it had estimated assets of $10 million to 50 million and liabilities of $1 million to $10 million. Judge Brian F. Kenney presides over the case. TROIKA MEDIA: Files Financial Statements of Troika Design --------------------------------------------------------- In accordance with Item 9.01(a)(4) of Form 8-K, Troika Media Group, Inc. filed with the Securities and Exchange Commission the financial statements of Troika Design Group Inc. and the Troika Subsidiaries, the business acquired. As of July 31, 2017, Troika Design had $2.07 million in total assets, $4.14 million in total liabilities and a total stockholders' deficit of $2.05 million. For the six months ended July 31, 2017, Troika Design reported a net loss of $338,000 on $6.02 million of total project revenues. Pursuant to the terms of a Merger Agreement dated June 12, 2017, on June 14, 2017 a wholly-owned subsidiary of M2nGage Group, Inc. was merged with and into Troika Design Group, Inc. with the company as the surviving entity and a wholly-owned subsidiary of the acquirer. The total purchase price was approximately $5.0 million plus 30,700,000 shares of common stock of the acquirer. Troika Design Group, Inc. is a brand consultancy and marketing innovations agency specializing in the growing entertainment and sports media category. With many longstanding relationships among blue-chip media companies combined with a reputation as a leading category innovator, Troika continues to attract a growing list of entertainment, sports, media, gaming and consumer brand clients who are seeking trusted and new ways to connect with consumers, audiences and fans through evolving media and technology. Troika was founded in 2001. Troika is a C-Corporation and has one wholly-owned subsidiary, Troika Production Group, LLC. A full-text copy of Troika Design's financial statements is available for free at https://is.gd/MoEBp6 About Troika Media Group Formerly known as M2 nGage Group, Inc., Troika Media Group, Inc. -- http://www.troika.tv/-- provides integrated branding and advertising solutions with emerging technology, data and creativity for global brands, transforming consumers into audiences and fans. Troika Media is headquartered in Based in ce, Hackensack, New Jersey. On July 6, 2017, M2 nGage Group, Inc. changed its name to Troika Media Group, Inc., and remains a Nevada corporation. The name change reflects the Company's merger with Troika Design Group, Inc., a media branding and marketing innovations agency (now known as Troika, Inc.) now a wholly owned subsidiary of the Company. M2 nGage reported a net loss of $81.47 million for 2015 following a net loss of $11.99 million for 2014. As of Dec. 31, 2015, the Company had $13.07 million in total assets, $42.08 million in total liabilities, and a total deficit of $29 million. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring net losses, used cash in operating activities, and had negative working capital, which raise substantial doubt about its ability to continue as a going concern. TSC GREEN ACRES: Affiliate Taps David Cohen as Legal Counsel ------------------------------------------------------------ TSC/Nester's Landing, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire the Law Office of David W. Cohen as its legal counsel. The firm will assist TSC/Nester's, an affiliate of TSC/Green Acres Road LLC, in its negotiations with creditors; confer with the U.S. trustee; and provide other legal services related to its Chapter 11 case. David Cohen, Esq., will charge an hourly fee of $275 for his services. His firm received a retainer in the sum of $6,000, plus $1,717 for the filing fee. Mr. Cohen disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David W. Cohen, Esq. Law Office of David W. Cohen 1 N. Charles St., Ste. 350 Baltimore, MD 21201 Tel: (410) 837-6340 Email: dwcohen79@jhu.edu About TSC/Green Acres Road LLC Based in Columbia, Maryland, TSC/Green Acres Road LLC owns in fee simple interest subdivided lots located at 7345 Green Acres Drive, Glen Burnie, Maryland, valued by the company at $2.08 million. Its affiliate TSC/Nester's Landing is also the fee simple owner of a property located at 1915 Turkey Point Road, Baltimore County (consisting of subdivided lots) valued at $1.89 million. TSC/Green Acres Road and TSC/Nester's Landing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-25912 and 17-25913) on November 28, 2017. Gerard McDonough, trustee for AN&J Family Trust, signed the petitions. At the time of the filing, TSC/Green Acres Road disclosed $2.57 million in assets and $2.6 million in liabilities. TSC/Nester's Landing disclosed $1.89 million in assets and $1.69 million in liabilities. TSC/Green Acres Road's case is assigned to Judge David E. Rice. Judge Robert A. Gordon presides over TSC/Nester's Landing's case. TSMC INC: Taps Schatz Realty Group as Real Estate Broker -------------------------------------------------------- TSMC, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Schatz Realty Group as its real estate broker. The firm will assist the Debtor in the sale of its property located at 6 Rockledge Avenue and 17 Liberty Street, Ossining, New York. Schatz will get a 6% commission for its services. Eric Schatz, a real estate agent employed with the firm, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric Schatz Schatz Realty Group 109 Croton Avenue Ossining, NY 10562 Cell Phone: 914-274-7021 Office Phone: 914-502-2215 The Debtor is represented by: H. Bruce Bronson, Jr., Esq. Bronson Law Offices, P.C. 480 Mamaroneck Avenue Harrison, NY 10528-0023 Tel: 877-385-7793 Fax: 888-908-6906 Email: ecf@bronsonlaw.net hbbronson@bronsonlaw.net About TSMC Inc. TSMC, Inc. was formed as a New York corporation on Dec. 16, 2004, for the purpose of owning two parcels of property located at 6 Rocklege Avenue, Ossining, New York, and leasing it. Currently the property is leased to an affiliated entity Goldfish Restaurant, Inc., which has operated a restaurant from the location and has just completed renovations and reopened under the name Sparta. The Debtor's sole income is rent from Goldfish of $4,500 per month. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-22702) on May 9, 2017. Michael Casarella, vice-president, signed the petition. At the time of the filing, the Debtor disclosed $825,000 in assets and $1.09 million in liabilities. Judge Robert D. Drain presides over the case. Bronson Law Offices, P.C. is the Debtor's bankruptcy counsel. UNIQUE VENTURES: Sprit Claimants to Get $21.5MM From Campbell Land ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Unique Ventures Group, LLC, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania an amended Chapter 11 plan for the Debtor, dated Nov. 13, 2017. Class 2 Spirit Claims are impaired by the Plan. Class 2 consists of holders of the Spirit Claims relating to the Spirit Agreements. Holders of Class 2 Claims will be paid an estimated $21.50 million by purchaser on the Effective Date if that purchaser is Campbell Land Co. LLC. The payment of the Spirit Consideration to Spirit will serve as settlement of the Spirit Claims against the Estate and transfer to Campbell of all of Spirit's interests held in connection with the Debtor, the Spirit Agreements, including, without limitation, Real Property Designated for Transfer, which amount includes estimated transactional/settlement costs associated with the real estate transaction. Subject to the payment of the Spirit Consideration and transfer of the Real Property Designated for Transfer, the Debtor will have no further obligation on account of the Spirit Claims and neither Spirit nor Campbell will have any further claim against the Estate. In the event Campbell is not the Purchaser, the Spirit Claims will be satisfied by the Purchaser pursuant to the applicable APA and order approving that sale. The Plan is structured around the Sale of substantially all of the Debtor's assets, following an auction at which the Debtor's assets will be sold, subject to higher and better offers (if the offers are made). The prevailing bidder, whose offer is ultimately approved by the Court, will be referred to hereinafter as the Purchaser. A copy of the Amended Plan is available at: http://bankrupt.com/misc/pawb17-20526-750.pdf As reported by the Troubled Company Reporter on Nov. 14, 2017, the Committee filed with the Court a disclosure statement dated Oct. 25, 2017, referring to the plan of reorganization it proposed for the Debtor. Under that plan, holders of Class 4 General Unsecured Claims -- estimated at $3.6 million -- would receive a ratable share of any and all proceeds derived from the sale and excluded assets, including, without limitation, causes of action, after payment of all allowed claims having greater priority pursuant to the priority provisions of the U.S. Bankruptcy Code. About Unique Ventures Unique Ventures Group, LLC, based in Pittsburgh, Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-20526) on Feb. 13, 2017. Unique Ventures owns 28 Perkins Restaurant & Bakery locations in Pennsylvania and Ohio. Unique may have an interest in 10 Burger Kings, all in Ohio, through a related entity, according to a Pittsburgh Business Times report. The petition was signed by Eric E. Bononi, receiver, CEO and CRO. The Debtor estimated $10 million to $50 million in assets and liabilities. The Hon. Thomas P. Agresti presides over the Chapter 11 case. Unique Ventures hired Leech Tishman Fuscaldo & Lampl, LLC, and RudovLaw as counsel. It also hired Scott M. Hare, Attorney at Law, to provide legal advice on litigation-related issues. Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 2, 2017, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Unique Ventures Group, LLC. The Committee hired Whiteford Taylor & Preston, as counsel, and Albert's Capital Services, LLC, as financial advisor. The Acting United States Trustee appointed M. Colette Gibbons, Esq., as the Chapter 11 Trustee for Unique Ventures Group. The Trustee is represented by Scott N. Opincar, Esq., and Michael J. Kaczka, Esq., at McDonald Hopkins, LLC. VANGUARD NATURAL: Court Denies Retova's Class Certification Bid --------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas denied Retova Resources, L.P.'s motion seeking an order under Federal Rule of Bankruptcy Procedure 9014 directing that Federal Rule of Bankruptcy Procedure 7023 (i.e., class certification) is applicable to Renova's application for allowance and payment of its administrative priority claim. Retova also sought class certification of a putative class consisting of oil and gas royalty interest holders. Retova alleged that Vanguard Operating, LLC, and Vanguard Permian, LLC, underpaid Retova's and the proposed class Members' royalties by deducting post-production costs from the royalty calculations in contrivance to the royalty agreements. Vanguard Natural Resources, LLC et al, of which Vanguard Operating is a member, objected to Retova's motion, arguing that the Court should not permit application of Bankruptcy Rule 7023 to this contested matter for administrative expenses because: neither the Bankruptcy Code nor the Debtors' chapter 11 plan permit the filing of a class application for administrative expenses; bankruptcy courts in Texas previously denied requests for class certification under Federal Rule of Civil Procedure 23 in similar contexts; procedural and substantive flaws in the motion should result in disallowance of Retova's class claim; and Retova is not an agent or fiduciary of the putative class and is thus unable to assert a class claim on the class' behalf. When considering whether to apply Rule 23 to a proceeding, the Court considers such factors as: (i) whether the class at issue was certified pre-petition; (ii) whether the members of the putative class received notice of the claims bar date; and (iii) whether class certification would adversely affect the administration of the underlying bankruptcy case. The Court may additionally consider the benefits and costs of class litigation to the estate. Retova admits that it failed to obtain class certification before the Debtors filed for chapter 11 bankruptcy relief. Factor one weighs against applying Rule 23 to this proceeding. The Debtors' entire creditor matrix received notice of the provisions of the Debtors' chapter 11 plan, which included the bar date for administrative claims. The creditors also received notice of the effective date of the Debtors' plan, which put the putative class members on notice of the administrative claims bar date. The Debtors additionally provided publication notice of their chapter 11 plan to notify any creditor whose address was unknown as of the bar date for administrative claims under the plan. As a result, factor two weighs against applying Rule 23 to this proceeding. Class certification and the consequent admittance of the putative class' administrative claim would adversely affect the administration of the Debtors' bankruptcy case at this stage because the administrative bar date already passed and the Plan has been substantially consummated. Such events occurred after no putative class member (other than Retova) filed an administrative claim in the Debtors' bankruptcy case. Class certification and admittance of the putative class' administrative claims would thus resurrect claims already discharged under 11 U.S.C. section 1141 and the Debtors' chapter 11 plan. Factor three weighs against applying Rule 23 to this proceeding At another stage of this proceeding, allowing class litigation might have benefitted the bankruptcy system by allowing legitimate claimants of a debtor to obtain their rightful distributions through the proof of claim process. Because unfiled administrative claims are discharged, there is no benefit to the estate in allowing the matter to proceed under Rule 23. This factor weighs against applying Rule 23 to this proceeding. Because each of these factors weighs against Retova's position, the Court determines that it should not exercise its discretion under Rule 9014 and apply Rule 23 to this contested matter. A full-text copy of Judge Isgur's Memorandum Opinion dated Nov. 20, 2017, is available at: http://bankrupt.com/misc/txsb17-30560-1543.pdf About Vanguard Natural Resources Vanguard Natural Resources, LLC (OTC: VNRSQ) -- http://www.vnrllc.com/-- is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard's assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. Vanguard Natural Resources, LLC, and certain subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30560) on Feb. 2, 2017. The Chapter 11 cases are assigned to the Hon. Judge Marvin Isgur. The Debtors listed total assets of $1.54 billion and total debt of $2.3 billion as of Feb. 1, 2017. Paul Hastings LLP is serving as legal counsel and Evercore Partners is acting as financial advisor to Vanguard. Opportune LLP is the Company's restructuring advisor. Prime Clerk LLC is serving as claims and noticing agent. Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017, appointed three creditors to serve on the official committee of unsecured creditors appointed in the Debtor's case. The Committee hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI Consulting, Inc., as financial advisor. The Company on March 16, 2017, filed a motion with the Bankruptcy Court disclosing a Stipulation and Agreed Order entered into on March 15, 2017, by and between the Debtors and certain Unaffiliated holders of its Preferred Units and common units pursuant to which the Debtors and the Ad Hoc Equity Committee agreed, among other things, that professionals for the Ad Hoc Equity Committee would be funded by the Debtors' estates for services performed within a defined scope and subject to agreed caps on fees and expenses as described in the Stipulation and Agreed Order. Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil, Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at Gardere Wynne Sewell LLP. Attorneys for Citibank, N.A, as administrative agent under the Third Amended and Restated Credit Agreement, dated as of Sept. 30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP. VAUGHAN COMPANY: Court Dismisses Lankfords Due Process Suit vs DOJ ------------------------------------------------------------------ District Judge William P. Johnson granted the Defendant's motion to dismiss the case captioned DAVID LANKFORD and LEE ANN LANKFORD, Plaintiffs, v. UNITED STATES DEPARTMENT OF JUSTICE, Defendant, No. 1:17-cv-668WJ/GBW (D.N.M.), and sua ponte dismissed the Plaintiffs' remaining claims. Plaintiffs sued the Department of Justice for compensatory and punitive damages, alleging that the DOJ denied them their due process rights by allowing corruption or bias in the courts. Plaintiffs also appear to ask this court to review or overturn a summary judgment issued by the bankruptcy court, on the basis of fraud on the court. The Vaughan Company, Realtors filed a chapter 11 bankruptcy petition on Feb. 22, 2010. On the basis that Vaughan Company was operating a Ponzi scheme, the bankruptcy court entered an order approving the appointment of Judith Wagner as the chapter 11 trustee for the debtor's bankruptcy estate. The Plaintiffs invested in the Vaughan Company Ponzi scheme, and were "net winners", meaning they received more money from the scheme than they put in. On Feb. 21, 2012, the Trustee filed an adversary proceeding, seeking the turnover of these net winnings under 11 U.S.C. section 548 and New Mexico state law. On May 27, 2014, U.S. Bankruptcy Judge Robert Jacobvitz entered summary judgment against the Plaintiffs and determined that the Trustee was entitled to turnover of a total of $67,404.39 under 11 U.S.C. section 548(a)(1)(B) and NMSA section 56-10-18(A)(2). This amount was their "net winnings." Plaintiffs argue that the bankruptcy court's summary judgment should be overturned for fraud on the court because (1) the Trustee intentionally miscalculated the net winnings in connection with the summary judgment, (2) the bankruptcy court did not consider Ms. Lankford's IRA losses in calculating the net winnings, (3) the Trustee withheld or fabricated evidence, (4) the Court fabricated documents, and (5) general bias or corruption in not ruling in their favor. Defendant filed a motion to dismiss under Fed. R. Civ. P. 12(b)(1), asserting sovereign immunity. In a response, Plaintiffs alleged that sovereign immunity is waived under the Federal Tort Claims Act. Plaintiffs also filed a motion for permission to file a sur-reply, along with the sur-reply. In the sur-reply, Plaintiffs allege that sovereign immunity is waived as to due process violations, but do not point to any explicit statutory waiver of immunity. The Court has considered Plaintiffs' request to file a sur-reply, and finds it well-taken. However, Plaintiffs' suit against the DOJ for alleged due process violations is barred by sovereign immunity. Therefore, this Court does not have subject matter jurisdiction over those claims. Moreover, Plaintiffs request to overturn the bankruptcy court's summary judgment on the basis of fraud on the court has already been considered and rejected by other courts, and is otherwise meritless. A copy of Judge Johnson's Memorandum and Order dated Nov. 17, 2017, is available at https://is.gd/uwYgM0 from Leagle.com. David Lankford, Plaintiff, Pro Se. Lee Ann Lankford, Plaintiff, Pro Se. United States Department of Justice, Defendant, represented by Manuel Lucero -- manny.lucero@usdoj.gov -- US Attorney's Office. About The Vaughan Company Realtors The Vaughan Company Realtors filed for Chapter 11 protection (Bankr. N.M. Case No. 10-10759) on Feb. 22, 2010. George D. Giddens, Jr., Esq., represents the Debtor in its restructuring efforts. The Company estimated both assets and debts of between $1 million and $10 million. Judith A. Wagner was appointed as Chapter 11 Trustee. Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M. Case No. 10-10763) on Feb. 22, 2010. The case was converted to a chapter 7 proceeding on May 20, 2010. Yvette Gonzales is the duly appointed trustee of the Chapter 7 estate. VERDUGO ENTERPRISES: Trustee Taps Kotzin as Financial Consultant ---------------------------------------------------------------- Lynton Kotzin, the Chapter 11 trustee for Verdugo Enterprises LLC, received approval from the U.S. Bankruptcy Court for the District of Arizona to hire his own firm, Kotzin Valuation Partners, LLC, as financial consultant. The firm will provide these services to the trustee in connection with the Debtor's Chapter 11 case: (a) perform general due diligence to assist the trustee in defining financial and operations value, including gathering and analyzing data, interviewing appropriate management and evaluating existing financial forecasts and budgets; (b) assist in the preparation for the trustee's negotiations with interested third parties, creditors and lending institutions; (c) assist in developing a sales strategy for the disposition of estate property; (d) assist the trustee, as necessary, in connection with the preparation of required financial information; (e) advise the trustee in all financial matters related to the structuring of and negotiations regarding the disposition of assets or reorganization; and (f) render expert testimony, as necessary, concerning the valuation of the estate's assets, its property or the feasibility and financial import of any proposed sale or reorganization. The firm's hourly rates are: Don Wenk $275 Josephine Giordano $250 Other Professionals $165 - $185 Paraprofessionals $65 Kotzin is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Josephine Giordano Kotzin Valuation Partners, LLC 2800 N. Central Ave., Suite 1725 Phoenix, AZ 85004 Phone: 602-544-3550 Fax: 602-544-3570 Email: jgiordano@kotzinvaluation.com Verdugo Enterprises LLC An involuntary Chapter 11 petition was filed against Verdugo Enterprises, LLC (Bankr. D. Ariz. Case No. 17-04370) on April 22, 2017. The bankruptcy case is assigned to Judge Brenda K. Martin. Counsel for the Petitioning Creditors is Jonathan P. Ibsen, Esq., based in Scottsdale, Arizona. On October 31, 2017, Lynton Kotzin of Kotzin Valuation Partners, LLC was appointed Chapter 11 trustee for the Debtor. Lane & Nach, P.C. is the trustee's bankruptcy counsel. WALTER INVESTMENT: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Walter Investment Management Corp. fka Walter Investment Management LLC 1100 Virginia Drive, Suite 100 Fort Washington, PA 19034 Business Description: Based in Fort Washington, Pennsylvania, Walter Investment Management Corp. is a diversified mortgage banking firm focused primarily on servicing and originating residential loans, including reverse loans. Established in 1958, the company services a wide array of loans across the credit spectrum for its own portfolio and for GSEs, government agencies, third-party securitization trusts and other credit owners. The company originates and purchases residential loans that it predominantly sells to GSEs and government entities. Visit http://www.walterinvestment.comfor more information. Chapter 11 Petition Date: November 30, 2017 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. James L. Garrity Jr. Case No.: 17-13446 Debtor's Counsel: Sunny Singh, Esq. Ray C. Schrock, P.C. Joseph H. Smolinsky, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Tel: 212-310-8000 Fax: 212-310-8007 Email: sunny.singh@weil.com ray.schrock@weil.com joseph.smolinsky@weil.com Debtor's Investment Banker: HOULIHAN LOKEY CAPITAL, INC. 10250 Constellation Blvd. 5th Floor, Los Angeles, California 90067 Debtor's Restructuring Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC 600 Madison Avenue 5th Floor, New York, NY 10022 Debtor's Claims & Noticing Agent: PRIME CLERK LLC 830 3rd Avenue, 9th Floor, New York, NY 10022 Web site:https://cases.primeclerk.com/Walter Total Assets: $14.97 billion as of Sept. 30, 2017 Total Debts: $15.21 billion as of Sept. 30, 2017 The petition was signed by David Coles, senior vice president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb17-13446.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wilmington Savings Fund Senior Notes $558,222,163 Society, FSB Attn: Patrick J. Healy 500 Delaware Avenue Wilmington, DE 19801 Tel: 302‐888‐7420 Fax: 302‐421‐9137 Email: phealy@wsfsbank.com Wells Fargo Bank, National Convertible $248,832,785 Association Notes Attn: Thomas M. Korsman 600 S 4th Street, 6th Floor MAC N9300‐161 Minneapolis, MN 55479 Tel: 612‐466‐5890 Fax: 866‐680‐1777 Email: thomas.m.korsman@wellsfargo.com Federal National Mortgage Contingent Undetermined Association Guarantee Attn: Mark Bickert Customer Delivery Leader 3900 Wisconsin Avenue, N.W. Washington, DC 20016 Tel: 202‐752‐6211 Email: Mark_s_Bickert@fanniemae.com Federal Home Loan Mortgage Association Contingent Undetermined Attn: Timothy Hartless Guarantee Vice President, National Lending 1551 Park Run Drive, MS D2K McLean, VA 22102‐3110 Tel: 571‐382‐3195 Email: Timothy_Hartless@freddiemac.com Government National Mortgage Contingent Undetermined Association Guarantee Attn: Harlan Jones Senior Account Executive 451 7th Street S.W. Washington, DC 20410 Tel: 202‐475‐8798 Email: Harlan.K.Jones@hud.gov Barclays Bank PLC Contingent Undetermined Attn: Joseph O'Doherty Guarantee Managing Director 745 Seventh Avenue, 4th Floor New York, NY 10019 Tel: 212‐412‐7990 Fax: 212‐412‐7333 Email: joseph.o'doherty@barclayscapital.com Credit Suisse First Boston Mortgage Contingent Undetermined Capital LLC Guarantee Attn: Margaret Dellafera Mortgage Finance c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue, 4th Floor New York, NY 10010 Tel: 212‐325‐6471 Fax: 212‐743‐4810 Email: margaret.dellafera@credit‐suisse.com Credit Suisse First Boston Mortgage Contingent Undetermined Capital LLC Guarantee Attn: Margaret Dellafera Mortgage Finance c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue, 4th Floor New York, NY 10010 Tel: 212‐325‐6471 Fax: 212‐743‐4810 Email: margaret.dellafera@credit‐suisse.com Barclays Bank PLC Contingent Undetermined Attn: Joseph O'Doherty Guarantee Managing Director 745 Seventh Avenue, 4th Floor New York, NY 10019 Tel: 212‐412‐7990 Fax: 212‐412‐7333 Email: joseph.o'doherty@barclayscapital.com Flagstar Bank, FSB Contingent Undetermined Attn: Matt Kovack Guarantee 5151 Corporate Drive Troy, MI 48908 Tel: 248‐312‐5122 Email: Matthew.Kovack@flagstar.com Walter Capital Opportunity Corp./ Contractual Undetermined Walter Capital Opportunity, LP Indemnity Attn: Daniel Kashdin, President c/o Walter Investment Management Corp. 3000 Bayport Drive, Suite 1100 Tampa, FL 33607 Tel: 813‐421‐7600 Fax: 813‐286‐2154 Email: dkashdin@walterinvestment.com Denmar Dixon Severance $1,245,988 Quattro Direct LLC Contract $418,916 Attn: Ed Rooney Counterparty Senior Account Director 200 Berwyn Park, Suite 310 Berwyn, PA 19312 Tel: 610‐993‐0070x38 Email: erooney@quattrodirect.com LexisNexis, Contract $145,274 A Division of RELX Group Counterparty Email: legalnotices@lexisnexis.com Newcourse Communications Inc. Contract $124,853 Email: jim.conde@newcoursecc.com Counterparty Stuart Boyd Severance $122,797 KPMG LLP Contract $71,998 Email: jvandalen@kpmg.com Counterparty Vendor Pass Inc. Contract $63,168 Email: Robert.dixon@vendorpass.com Counterparty Indecomm Holdings Inc. Contract $32,718 Email: rajan@indecomm.net Counterparty Pontoon Solutions Inc. Contract $18,488 Email: Counterparty jon.bernhardt@pontoonsolutions.com WALTER INVESTMENT: Files Prepackaged Chapter 11 Case ---------------------------------------------------- Walter Investment Management Corp. commenced a prepackaged chapter 11 case with a plan of reorganization where the Company commits to: -- reduce its outstanding corporate debt by approximately $806 million through a combination of cancellation of debt ($531 million) and principal paydowns ($275 million), -- extend the maturity of its Term Loan through June 2022, and -- enhance the Company's financial flexibility as it continues the ongoing transformation of its business. The Prepackaged Plan provides for the payment in full, either upon the Effective Date or in the ordinary course, of general unsecured claims against the Debtor. More specifically, the Prepackaged Plan provides for, among other things, these terms: * The Prepetition Credit Agreement will be amended and restated to extend the maturity thereunder from December 2020 to June 2022, thereby giving the Company additional time to implement its turnaround business plan in an effort to maximize value for all stakeholders. In exchange, the Company will make certain principal payments to the Term Lenders based on an agreed amortization schedule. By the end of the first quarter of 2018, the principal balance of the Term Loan is projected to be $1.1 billion. As of September 30, 2017, the aggregate outstanding principal balance of the Term Loan was $1.3 billion. * In exchange for the cancellation of the Senior Notes, holders of Senior Notes Claims will receive their pro rata share of (i) the New Second Lien Notes in the face amount of $250 million, which will be secured on a second-lien basis by the assets that will secure the Amended and Restated Credit Agreement of the Debtor and its affiliates that are currently guarantors under the Prepetition Credit Agreement (i.e. the Affiliate Co-Plan Proponents), and (ii) the Mandatorily Convertible Preferred Stock having an aggregate liquidation preference of $100 million and which is convertible into 73% of the total number of issued outstanding shares of New Common Stock as of the Effective Date (subject to dilution by shares of New Common Stock issued or issuable pursuant to the Management Incentive Plan and by shares of New Common Stock issued after the Effective Date, including shares of New Common Stock issuable pursuant to the New Warrants (if issued)). As of September 30, 2017, the aggregate outstanding principal amount of the Senior Notes was $538.7 million. * In addition, notwithstanding the fact that the current value of the Company is insufficient to support a distribution to holders of Convertible Notes Claims, the remaining portion of the value that would have been distributable to holders of Allowed Senior Notes Claims will instead, and with the consent of the holders of Senior Notes Claims, be distributed to junior constituencies if the Allowed Convertible Notes Claims Class vote to accept the Prepackaged Plan, which has occurred. Specifically, the New Common Stock, which represents the remaining 27% of the reorganized equity value of the Debtor, and the New Warrants will be equally distributed to holders of Allowed Convertible Notes Claims and Allowed Existing Equity Interests. * All DIP Claims, Warehouse and Repurchase Facility Claims, Other Priority Claims, Priority Tax Claims, Other Secured Claims, Revolving Loan Claims, and General Unsecured Creditors are unimpaired by the Prepackaged Plan and will be satisfied in full in the ordinary course of business. This includes, but is not limited to, the claims of contract counterparties, GSEs, warehouse lenders, and employees. The Restructuring is expected to enhance the Company's long-term growth prospects and to allow the Company's management team to increase its focus on operational performance and value creation. The Prepackaged Plan is the product of months of robust, good-faith negotiations between the Debtor and an informal ad hoc group of holders of Term Loans (the "Term Lender AHG") and an informal ad hoc group of holders of Senior Notes (the "Senior Noteholder AHG"). Chapter 11 Milestones The Restructuring Support Agreement provides for these milestones: Voting Record Date November 1, 2017 Distribution of Solicitation Packages November 6, 2017 Plan Voting Deadline November 28, 2017 Petition Date November 30, 2017 Plan Supplement Filing Deadline December 20, 2017 Plan Objection Deadline December 29, 2017 Reply Deadline January 8, 2018 Combined Hearing January 9, 2018 341 Meeting/ SOAL/SOFA Deadline January 29, 2018 Prepetition Indebtedness The Debtor's business was established in 1958 and operated as a captive financing business of Walter Energy, Inc., originating and purchasing residential loans and servicing these loans to maturity. In April 2009, WIMC was spun off from Walter Energy; merged with Hanover Capital Mortgage Holdings, Inc.; qualified as a real estate investment trust; and began to operate as an independent, publicly traded company. As of the Petition Date, the Debtor has outstanding secured debt obligations in the aggregate principal amount of approximately $1.2 billion, which amount consists of secured term loan borrowings under the Prepetition Credit Agreement plus interest, fees and other expenses arising thereunder. In addition, under the Prepetition Credit Agreement, the Debtor has $20.0 million in aggregate commitments available under a revolving credit facility (undrawn except with respect to issued letters of credit in the amount of $19.5 million). The Prepetition Credit Agreement is secured by a lien on substantially all the assets of the Debtor and the Affiliate Co-Plan Proponents. As of the Petition Date, the Debtor has outstanding unsecured note obligations consisting of $538.7 million in aggregate outstanding principal of 7.875% Senior Notes due 2021 issued pursuant to that certain Senior Notes Indenture by and between the Debtor, the Affiliate Co-Plan Proponents as guarantors, and Wilmington Savings Fund Society, FSB, a national banking association, as successor trustee, dated as of December 17, 2013. As of the Petition Date, the Debtor has outstanding unsecured note obligations consisting of $242.5 million in aggregate outstanding principal of 4.50% convertible senior subordinated notes due 2019 issued pursuant to that certain Subordinated Indenture, dated as of January 13, 2012, by and among the Debtor, as issuer, Wells Fargo Bank, National Association, as Trustee, and a Supplemental Indenture thereto, dated as of January 13, 2012. The Convertible Notes are not guaranteed. Road to Bankruptcy From 2010 through 2015, the Company grew its servicing and originations businesses both organically and through a number of acquisitions, including the acquisitions of RMS and Security One Lending, Inc., an indirect, wholly-owned subsidiary of the Debtor in 2012, the acquisition of a national originations platform in 2013 from Residential Capital, LLC and significant bulk servicing right acquisitions in 2013 and 2014. In connection with these acquisitions and for other business reasons, the Company incurred debt and, as a result, has been and continues to be highly leveraged, in relation to the Company's ability to service the debt and on a relative basis in comparison to the Company's peers. The Company has also historically depended on ongoing access to warehouse, advance, and buy-out facility markets, and the capital markets generally, to obtain financing on commercially satisfactory terms to fund the substantial ongoing capital needs of the Company's various businesses. As market rates and terms moved against the Company, the Company's liquidity contracted and profitability was negatively impacted. During 2014, 2015, and 2016, the Company recorded significant net losses. During those years, despite the Company's efforts to reduce its expenses, dispose of certain businesses, eliminate certain activities, and improve operations, the Company was unsuccessful in meeting key business goals and generating profits, which resulted in a decrease in the Company's overall revenues and operations. More recently, the Company's liquidity has become further constrained due to pressures from lenders and other key counterparties to certain events, including the pace of, and uncertainty surrounding, the Company's restructuring initiative, and restatement of the Company's financial statements for the year ended December 31, 2016 and the quarterly periods ended June 30, 2016, September 30, 2016, and March 31, 2017. Leading up to the commencement of the Chapter 11 Case, the Company reengaged in discussions with certain holders of the Ad Hoc Convertible Noteholders Group who had threatened to pursue litigation against the Company and its officers and directors. Among other things, the Claimants alleged causes of action that would not be discharged under the Prepackaged Plan. Although the Company strenuously denies the Claimants' allegations, to avoid the burden, delay, and uncertainty of litigation and potential disruption to this Chapter 11 Case, the Company entered into a settlement with the Claimants to resolve the Alleged Claims. Pursuant to an agreement dated November 27, 2017, the Company settled all of the Alleged Claims for $3,300,000 (inclusive of $100,000 on account of all professional fees). The Settlement Amount was paid by non-Debtor, Affiliate Co-Plan Proponent, Ditech, into escrow and will not be disbursed to the Claimants until after the occurrence of the Effective Date. If the Prepackaged Plan is not confirmed or the Effective Date does not occur before March 31, 2018, the Settlement Amount will not be disbursed to the Claimants and will be returned to the Company (less any advisor fees incurred by the Claimants up to $100,000). A full-text copy of David Coles' Declaration is available at: http://bankrupt.com/misc/nysb17-13446-3.pdf Mr. Coles is a Managing Director with Alvarez & Marsal North America, LLC, the Debtor's restructuring advisor. A full-text copy of the Prepackaged Chapter 11 Plan is available at: http://bankrupt.com/misc/nysb17-13446-11.pdf A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb17-13446-12.pdf Counsel to the ad hoc group of Consenting Term Lenders: Patrick J. Nash, Jr., Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: patrick.nash@kirkland.com Counsel to Credit Suisse AG, Cayman Islands Branch, as Prepetition Administrative Agent and Collateral Agent: Brian M. Resnick, Esq. Michelle M. McGreal, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 Fax: (212) 701-5800 About Walter Investment Based in Fort Washington, Pennsylvania, Walter Investment Management Corp., fka Walter Investment Management LLC, sought voluntary protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y, Case No. 17-13446) on November 30, 2017. Established in 1958, Walter Investment -- http://www.walterinvestment.com/-- is a diversified mortgage banking firm focused primarily on servicing and originating residential loans, including reverse loans. The company services a wide array of loans across the credit spectrum for its own portfolio and for GSEs, government agencies, third-party securitization trusts and other credit owners. The company originates and purchases residential loans that it predominantly sells to GSEs and government entities. The case is assigned to Hon. James L. Garrity Jr. The Debtor is represented by Sunny Singh, Esq., Ray C. Schrock, P.C., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New York. The Debtor's Investment Banker is Houlihan Lokey Capital, Inc. The Debtor's Restructuring Advisor is Alvarez & Marsal North America, LLC. The Debtor's claims and noticing agent is Prime Clerk LLC. As of Sept. 30, 2017, the Debtor had total assets of $14.97 billion and total debts of $15.21 billion. The petition was signed by David Coles, the Debtor's senior vice president. WARWICK YARD: Trustee Taps LaMonica Herbst as Legal Counsel ----------------------------------------------------------- Marianne O'Toole, the Chapter 11 trustee for The Warwick Yard LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire LaMonica Herbst & Maniscalco, LLP as her legal counsel. The firm will advise the trustee regarding her duties concerning the operation of the Debtor's business; conduct investigations and examinations; prepare a plan of reorganization; and provide other legal services related to Debtor's Chapter 11 case. The firm's hourly rates are: Partners $595 Associates $415 Paraprofessionals $175 Holly Holecek, 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: Holly R. Holecek, Esq. LaMonica Herbst & Maniscalco, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 Tel: (516) 826-6500 About The Warwick Yard The Warwick Yard is a New York limited liability company that operates a sports complex, which has open fields and covered dome field for rent to sports teams, and charges on a per use basis. Warwick Yard's only asset is the real property located at 120 State School Road, Warwick, New York 10990, which has been valued at approximately $5 million. The Warwick Yard filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-36103) on June 28, 2017. The petition was signed by Mark Goldstein, its member and manager. The Debtor estimates $1 million to $10 million in assets and liabilities. The case is assigned to Judge Cecelia G. Morris. Brian K. Condon, Esq. at Condon & Associates, PLLC represents the Debtor. Marianne T. O'Toole was appointed Chapter 11 trustee for the Debtor. No official committee of unsecured creditors has been appointed. WARWICK YARD: Trustee Taps Paritz & Company as Accountant --------------------------------------------------------- Marianne O'Toole, the Chapter 11 trustee for The Warwick Yard LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Paritz & Company, P.A. as her accountant. The firm will prepare the Debtor's tax returns and monthly operating reports; assist the trustee in prosecuting causes of action; monitor the Debtor's daily cash receipts and cash disbursements; prepare cash flow projections; and provide other accounting services. The firm's hourly rates are: Partners $350 - $425 Managers $275 Staff Accountants $225 Paritz is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Brian A. Serotta Paritz & Company, P.A. 15 Warren Street, Suite 25 Hackensack, NJ 07601 Phone: (201) 342-7753 Email: info@paritz.com About The Warwick Yard The Warwick Yard is a New York limited liability company that operates a sports complex, which has open fields and covered dome field for rent to sports teams, and charges on a per use basis. Warwick Yard's only asset is the real property located at 120 State School Road, Warwick, New York 10990, which has been valued at approximately $5 million. The Warwick Yard filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-36103) on June 28, 2017. The petition was signed by Mark Goldstein, its member and manager. The Debtor estimates $1 million to $10 million in assets and liabilities. The case is assigned to Judge Cecelia G. Morris. Brian K. Condon, Esq. at Condon & Associates, PLLC represents the Debtor. Marianne T. O'Toole was appointed Chapter 11 trustee for the Debtor. No official committee of unsecured creditors has been appointed. YAMANA GOLD: S&P Rates New US$300 Million Senior Unsec Notes 'BB+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Toronto-based Yamana Gold Inc.'s proposed US$300 million senior unsecured note issuance. The '3' recovery rating indicates expectation for meaningful (50%-70%; rounded estimate 50%) recovery for its unsecured noteholders in our simulated default scenario. S&P expects the company will use proceeds from this offering to repay amounts drawn under its corporate credit facility, and toward redemption of its 2018 unsecured notes as they come due. S&P said, "Our 'BB+' long-term corporate credit rating and stable outlook on Yamana are unchanged following the issuance, which is effectively neutral to the company's credit measures. The issuance will extend Yamana's maturity profile with the repayment of short-term debt but is likely to increase the permanence of its debt structure for several years. The corporate credit rating primarily reflects the company's relatively low cost gold production and modest operating breadth, and our expectation for its leverage to improve over the next two years. We estimate Yamana's adjusted debt-to-EBITDA ratio will decline from relatively high levels (3.2x for the trailing 12 months to Sept. 30, 2017)to below 3x in 2018 and 2019 following the ramp-up of its Cerro Moro mine in Argentina amid a corresponding period of favorable gold and copper prices." RATINGS LIST Yamana Gold Inc. Corporate credit rating BB+/Stable/-- Ratings Assigned US$300 million senior unsecured notes BB+ Recovery rating 3(50%) Yamana Gold Inc. is a Canadian-based gold producer that began operations in 2003 with significant gold production, gold development stage properties, exploration properties, and land positions in Canada, Brazil, Chile and Argentina. YIELD10 BIOSCIENCE: Adjourns Special Meeting to Dec. 27 ------------------------------------------------------- Yield10 Bioscience, Inc., announced that the special meeting of stockholders scheduled for Nov. 29, 2017, to vote on a proposal to decrease the number of shares authorized has been adjourned to Dec. 27, 2017, at 11:30 am ET at 19 Presidential Way, Woburn, MA 01801. The adjournment is to allow for the solicitation of additional votes in favor of the proposal contained in the definitive proxy statement that Yield10 filed with the Securities and Exchange Commission on Oct. 17, 2017 regarding an amendment to the Corporation's Amended and Restated Certificate of Incorporation, as amended, to decrease from 250 million to 40 million shares the aggregate number of common stock that are authorized to be issued. Approval of a majority of all outstanding shares of Yield10 Bioscience common stock is necessary for this proposal to be approved. The adjournment provides stockholders who have not yet voted an additional opportunity to do so. Proxies previously submitted for the meeting will be voted as previously instructed at the reconvened meeting unless properly revoked. About Yield10 Bioscience Yield10 Bioscience, Inc. is focused on developing new technologies to achieve step-change improvements in crop yield to enhance global food security. Yield10 has an extensive track record of innovation based around optimizing the flow of carbon in living systems. Yield10 is leveraging its technology platforms and unique knowledge base to design precise alterations to gene activity and the flow of carbon in plants to produce higher yields with lower inputs of land, water or fertilizer. Yield10 is advancing several yield traits it has developed in crops such as Camelina, canola, soybean and rice. Yield10 is headquartered in Woburn, MA and has an Oilseeds center of excellence in Saskatoon, Canada. For more information about the company, please visit www.yield10bio.com. Yield10 reported a net loss of $7.60 million on $1.15 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $23.68 million on $1.35 million of total revenue for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Yield10 had $5.57 million in total assets, $3.02 million in total liabilities and $2.54 million in total stockholders' equity. RSM US LLP, in Boston, Massachusetts, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has suffered recurring losses from operations and has insufficient capital resources, which raises substantial doubt about its ability to continue as a going concern. [^] BOND PRICING: For the Week from Nov. 27 to Dec. 1, 2017 ----------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Alpha Appalachia Holdings Inc ANR 3.250 2.048 8/1/2015 American Eagle Energy Corp AMZG 11.000 1.370 9/1/2019 Amyris Inc AMRS 9.500 62.571 4/15/2019 Amyris Inc AMRS 6.500 57.752 5/15/2019 Appvion Inc APPPAP 9.000 37.530 6/1/2020 Appvion Inc APPPAP 9.000 37.375 6/1/2020 Armstrong Energy Inc ARMS 11.750 15.813 12/15/2019 Armstrong Energy Inc ARMS 11.750 15.750 12/15/2019 Aurora Diagnostics Holdings LLC / Aurora Diagnostics Financing Inc ARDX 10.750 95.500 1/15/2018 Avaya Inc AVYA 10.500 5.750 3/1/2021 Avaya Inc AVYA 10.500 4.963 3/1/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 30.000 6/15/2021 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 7.875 8.000 4/15/2022 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 6.250 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 5.625 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 5.625 10/15/2020 Buffalo Thunder Development Authority BUFLO 11.000 40.000 12/9/2022 Cenveo Corp CVO 8.500 16.500 9/15/2022 Cenveo Corp CVO 8.500 20.250 9/15/2022 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chukchansi Economic Development Authority CHUKCH 9.750 54.000 5/30/2020 Chukchansi Economic Development Authority CHUKCH 9.750 53.000 5/30/2020 Claire's Stores Inc CLE 9.000 62.250 3/15/2019 Claire's Stores Inc CLE 8.875 24.625 3/15/2019 Claire's Stores Inc CLE 7.750 10.750 6/1/2020 Claire's Stores Inc CLE 9.000 61.875 3/15/2019 Claire's Stores Inc CLE 9.000 62.750 3/15/2019 Claire's Stores Inc CLE 7.750 10.750 6/1/2020 Cobalt International Energy Inc CIE 3.125 12.063 5/15/2024 Cobalt International Energy Inc CIE 2.625 12.000 12/1/2019 Cumulus Media Holdings Inc CMLS 7.750 16.080 5/1/2019 EV Energy Partners LP / EV Energy Finance Corp EVEP 8.000 53.018 4/15/2019 EXCO Resources Inc XCO 7.500 5.625 9/15/2018 EXCO Resources Inc XCO 8.500 5.250 4/15/2022 Egalet Corp EGLT 5.500 46.800 4/1/2020 Emergent Capital Inc EMGC 8.500 53.770 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 6.500 14.750 11/15/2024 Energy Future Holdings Corp TXU 6.550 14.750 11/15/2034 Energy Future Holdings Corp TXU 9.750 10.000 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 37.000 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 36.750 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 10.000 10/15/2019 FGI Operating Co LLC / FGI Finance Inc GUN 7.875 21.600 5/1/2020 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GATX Corp GMT 6.000 99.780 2/15/2018 GenOn Energy Inc GENONE 9.500 71.000 10/15/2018 GenOn Energy Inc GENONE 9.500 70.750 10/15/2018 GenOn Energy Inc GENONE 9.500 70.750 10/15/2018 Gibson Brands Inc GIBSON 8.875 83.000 8/1/2018 Gibson Brands Inc GIBSON 8.875 83.000 8/1/2018 Global Brokerage Inc GLBR 2.250 40.250 6/15/2018 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Iconix Brand Group Inc ICON 1.500 84.640 3/15/2018 Illinois Power Generating Co DYN 6.300 33.625 4/1/2020 Illinois Power Generating Co DYN 7.000 33.625 4/15/2018 Interactive Network Inc / FriendFinder Networks Inc FFNT 14.000 70.244 12/20/2018 IronGate Energy Services LLC IRONGT 11.000 35.750 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 35.750 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 35.750 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 35.750 7/1/2018 Jack Cooper Holdings Corp JKCOOP 9.250 52.750 6/1/2020 Las Vegas Monorail Co LASVMC 5.500 2.500 7/15/2019 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.625 1.000 10/31/2017 MF Global Holdings Ltd MF 3.375 28.250 8/1/2018 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 18.250 7/1/2026 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 1.584 10/1/2020 Murray Energy Corp MURREN 9.500 50.543 12/5/2020 Murray Energy Corp MURREN 9.500 50.543 12/5/2020 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.950 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.950 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.950 5/15/2019 Nine West Holdings Inc JNY 8.250 11.250 3/15/2019 Nine West Holdings Inc JNY 6.125 14.000 11/15/2034 Nine West Holdings Inc JNY 6.875 14.500 3/15/2019 Nine West Holdings Inc JNY 8.250 12.000 3/15/2019 Nortel Networks Capital Corp NT 7.875 3.281 6/15/2026 OMX Timber Finance Investments II LLC OMX 5.540 10.250 1/29/2020 Orexigen Therapeutics Inc OREX 2.750 36.000 12/1/2020 Performance Drilling Co LLC PERDRI 6.000 1.000 9/30/2022 Powerwave Technologies Inc PWAV 2.750 0.435 7/15/2041 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Prologis LP PLD 6.875 109.224 3/15/2020 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 48.250 10/1/2018 Real Alloy Holding Inc REAALL 10.000 63.000 1/15/2019 Renco Metals Inc RENCO 11.500 26.750 7/1/2003 Rex Energy Corp REXX 8.875 40.400 12/1/2020 Rex Energy Corp REXX 6.250 32.625 8/1/2022 Rolta LLC RLTAIN 10.750 25.625 5/16/2018 SAExploration Holdings Inc SAEX 10.000 43.140 7/15/2019 SandRidge Energy Inc SD 7.500 2.081 2/15/2023 Santander Bank NA SOV 2.000 99.100 1/12/2018 Sears Holdings Corp SHLD 8.000 53.000 12/15/2019 SunEdison Inc SUNE 2.375 2.125 4/15/2022 SunEdison Inc SUNE 0.250 2.125 1/15/2020 SunEdison Inc SUNE 2.750 2.125 1/1/2021 SunEdison Inc SUNE 2.625 2.125 6/1/2023 SunEdison Inc SUNE 3.375 2.125 6/1/2025 TMST Inc THMR 8.000 20.000 5/15/2013 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 75.875 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 75.875 2/15/2018 TerraVia Holdings Inc TVIA 5.000 4.900 10/1/2019 Titan International Inc TWI 6.875 102.000 10/1/2020 Toys R Us - Delaware Inc TOY 8.750 32.000 9/1/2021 Toys R Us Inc TOY 7.375 32.300 10/15/2018 UCI International LLC UCII 8.625 4.489 2/15/2019 Vanguard Operating LLC VNR 8.375 17.750 6/1/2019 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Investment Management Corp WAC 4.500 4.000 11/1/2019 iHeartCommunications Inc IHRT 10.000 54.435 1/15/2018 iHeartCommunications Inc IHRT 6.875 49.000 6/15/2018 rue21 inc RUE 9.000 0.320 10/15/2021 rue21 inc RUE 9.000 0.320 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. 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